THE NOMINATION AND REMUNERATION COMMITTEE HAS DEVISED CRITERIA FOR EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, CHAIRMAN AND DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE SAID CRITERIA PROVIDE CERTAIN PARAMETERS LIKE CONTRIBUTION TO THE BOARD, ATTENDANCE, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE AND SO ON, WHICH ARE CONSIDERED BY THE COMMITTEE AND/OR THE BOARD WHILE EVALUATING THE PERFORMANCE OF EACH DIRECTOR. THE PERFORMANCE EVALUATION WAS CONDUCTED FOR EVALUATION OF THE BOARD, CHAIRMAN OF THE BOARD AND COMMITTEES, EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24, AS PER REQUIREMENT OF SEBI (LODR) REGULATIONS, 2015 AND AS PER THE PROVISIONS OF THE COMPANIES ACT, 2013. FURTHER TO INFORM THAT THE COMPANY HAS ENGAGED AN EXTERNAL FIRM M//S D.K. JAIN & CO., PRACTICING COMPANY SECRETARY (PCS) TO EVALUATE AND APPRAISE INDEPENDENTLY IN A PROFESSIONAL MANNER, THE PERFORMANCE OF THE BOARD AND COMMITTEES IN THE EXERCISE OF ITS RESPONSIBILITIES AND TO ESTABLISH ITS EFFECTIVENESS IN FULFILLING ITS OBLIGATIONS AND TO DETERMINE ITS CURRENT STRENGTH AND WEAKNESS AND TO DEVELOP IMPROVEMENT AND ENHANCEMENT OF STATUTORY BOARD PERFORMANCE. PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SEBI (LODR) REGULATIONS, 2015, A STRUCTURED QUESTIONNAIRE WAS PREPARED BY M/S D.K. JAIN & CO., PRACTICING COMPANY SECRETARY (PCS) FOR THE PURPOSE OF EVALUATION OF THE BOARD, CHAIRMAN OF THE BOARD, COMMITTEES, EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS OF THE COMPANY. ON THE BASIS OF THE STRUCTURED QUESTIONNAIRE PREPARED BY M/S D.K. JAIN & CO., PRACTICING COMPANY SECRETARY, EVALUATION IS BEING DONE BY THE DIRECTORS OF THE COMPANY FOR THE PERFORMANCE OF THE BOARD, CHAIRMAN OF THE BOARD, COMMITTEES, EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS OF THE COMPANY WITH SPECIFIC FOCUS ON THE PERFORMANCE AND EFFECTIVE FUNCTIONING OF THE BOARD AND INDIVIDUAL DIRECTORS AND FULFILMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN THE SEBI REGULATIONS AND THEIR INDEPENDENCE FROM THE MANAGEMENT, PROVIDED THAT IN THE ABOVE EVALUATION THE DIRECTORS WHO ARE SUBJECT TO EVALUATION SHALL NOT PARTICIPATE. INDEPENDENT DIRECTORS OF THE COMPANY HAVE CONDUCTED THEIR SEPARATE MEETING ON AUGUST 12, 2024. THE EVALUATION REPORT SUBMITTED BY THE PCS WHICH REFLECTS THE CURRENT STRENGTH OF GOVERNANCE PERFORMANCE IN THE COMPANY AND COMPLIED WITH THE REQUIREMENT OF THE SEBI (LODR), REGULATIONS, 2015 READ WITH THE SECTION 134 OF THE COMPANIES ACT, 2013. THE BOARD OF DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |