IN TERMS OF APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULES FRAMED THEREUNDER AND PART D OF SCHEDULE II OF LISTING REGULATIONS AND ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS HAS PUT IN PLACE PERFORMANCE EVALUATION POLICY TO FORMALLY EVALUATE THE EFFECTIVENESS OF THE BOARD, ITS COMMITTEES ALONG WITH PERFORMANCE EVALUATION OF EACH DIRECTOR INCLUDING INDEPENDENT DIRECTORS TO BE CARRIED OUT ON AN ANNUAL BASIS. ACCORDINGLY, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND EACH DIRECTOR WAS CARRIED OUT FOR THE FINANCIAL YEAR 2023-24. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER CIRCULATING THE DRAFT FORMS, COVERING VARIOUS PARAMETERS. THE PERFORMANCE EVALUATIONS OF ALL THE INDEPENDENT DIRECTORS HAVE BEEN DONE BY THE ENTIRE BOARD OF DIRECTORS, EXCLUDING THE DIRECTOR BEING EVALUATED.INDEPENDENT DIRECTORS HAVE EVALUATED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND BOARD AS A WHOLE AT THE SEPARATE MEETING OF INDEPENDENT DIRECTORS. INDEPENDENT DIRECTORS HAVE ALSO REVIEWED THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS, NON-EXECUTIVE DIRECTORS AND MEMBERS OF SENIOR MANAGEMENT. THE GUIDANCE NOTE ISSUED BY SEBI ON BOARD EVALUATION WAS DULY CONSIDERED WHILE CONDUCTING THE EVALUATION EXERCISE. THE PARAMETERS OF THE PERFORMANCE EVALUATION PROCESS FOR THE BOARD, INTER ALIA, CONSIDERS WORK DONE BY THE BOARD AROUND LONG TERM STRATEGY, RATING THE COMPOSITION & MIX OF BOARD MEMBERS, DISCHARGING ITS GOVERNANCE & FIDUCIARY DUTIES, HANDLING CRITICAL AND DISSENTING SUGGESTIONS ETC. THE PARAMETERS OF THE PERFORMANCE EVALUATION PROCESS FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS INCLUDES EFFECTIVE PARTICIPATION IN MEETINGS OF THE BOARD, DOMAIN KNOWLEDGE, VISION, STRATEGY, ATTENDANCE OF DIRECTOR(S), ETC. THE PERFORMANCE EVALUATION OF COMMITTEE'S WAS CARRIED OUT BASED ON THE DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES AS OUTLINED BY THE CHARTER, ADEQUACY OF COMMITTEE COMPOSITION, EFFECTIVENESS OF MEETINGS, QUALITY OF DELIBERATIONS AT THE MEETINGS AND INFORMATION PROVIDED TO THE COMMITTEES. THE BOARD OF DIRECTORS AT ITS MEETING HELD ON MAY 17, 2024, HAS NOTED THE OVERALL FEEDBACK ON THE PERFORMANCE OF THE DIRECTORS AND THE BOARD AS A WHOLE AND ITS COMMITTEES. BASED ON THE OUTCOME OF THE EVALUATION, THE BOARD AND COMMITTEES HAVE AGREED ON THE ACTION PLAN TO IMPROVE ON THE IDENTIFIED PARAMETERS. |