PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND LISTING REGULATIONS AND OTHER APPLICABLE PROVISIONS, IF ANY, THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD AT ITS MEETING HELD ON MAY 23, 2024 HAS CARRIED OUT THE PERFORMANCE EVALUATION OF ITS OWN AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. A SUGGESTIVE EVALUATION QUESTIONNAIRE FOR THE PERFORMANCE EVALUATION, BASED ON THE APPROVED CRITERIA, WAS PROVIDED TO ALL THE DIRECTORS FOR THEIR EVALUATION AND WAS ALSO PLACED/PRESENTED BEFORE THE MEMBERS OF THE BOARD TO GIVE THEIR COMMENTS THEREIN FOR FACILITATING THE PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD AS A WHOLE AND ITS COMMITTEES. BASED ON THE ABOVE, THE PERFORMANCE OF THE BOARD WAS EVALUATED THROUGH THE RATINGS GIVEN BY EACH DIRECTOR BASED ON THE STRUCTURED QUESTIONNAIRE THAT WAS PREPARED AFTER CONSIDERING THE APPROVED CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, CONTRIBUTION TOWARD THE DEVELOPMENT OF THE STRATEGY ETC. THE PERFORMANCE OF THE COMMITTEES WAS ALSO EVALUATED BY THE BOARD AFTER SEEKING INPUTS/ RATINGS FROM THE COMMITTEE MEMBERS ON THE BASIS OF THE APPROVED CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS ETC. THE BOARD DELIBERATED AND FOUND THAT THE OVERALL PERFORMANCE OF INDIVIDUAL DIRECTORS AND THE BOARD AS A WHOLE AND ITS COMMITTEES WERE SATISFACTORY. THE BOARD OF DIRECTORS HAS REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS, INCLUDING BOTH INDEPENDENT AND NON-INDEPENDENT, ON THE BASIS OF THE EVALUATION CRITERIA LIKE QUALIFICATION & EXPERIENCE, ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS, CONFLICT OF INTEREST, EFFECTIVE PARTICIPATION, INTEGRITY, KNOWLEDGE & COMPETENCIES, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, INDEPENDENT JUDGMENT, VISION, AND STRATEGY ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE PERFORMANCE OF THE BOARD AS A WHOLE, AND THE PERFORMANCE OF THE CHAIRPERSON WERE EVALUATED. THE SAME WAS DISCUSSED IN THE NEXT BOARD MEETING HELD AFTER THE MEETING OF THE INDEPENDENT DIRECTORS HELD ON MAY 23, 2024 AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. THE BOARD ALSO NOTED THAT THE INDEPENDENT DIRECTORS FULFILL THE INDEPENDENCE CRITERIA AS SPECIFIED IN THE LISTING REGULATIONS AND ARE INDEPENDENT OF THE MANAGEMENT OF THE COMPANY. |