PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17 OF THE LISTING REGULATIONS, THE BOARD HAS CARRIED OUT THE ANNUAL EVALUATION OF ITS OWN PERFORMANCE ITS COMMITTEES AND DIRECTORS INDIVIDUALLY. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER CIRCULATING THE DRAFT FORMS, COVERING VARIOUS ASPECTS OF THE BOARD'S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD OF ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE INDEPENDENT DIRECTORS ON THE PARAMETERS SUCH AS ITS ROLES, RESPONSIBILITIES, IDENTIFYING MATERIAL RISKS, AVAILABILITY OF QUALITY INFORMATION IN TIMELY MANNER, DEVELOPMENT OF GOVERNANCE STRUCTURE ETC. THE BOARD COMMITTEES WERE EVALUATED BY THE RESPECTIVE COMMITTEE MEMBERS ON THE PARAMETERS SUCH AS IT'S' ROLES, RESPONSIBILITIES, APPROPRIATENESS OF COMMITTEE COMPOSITION, EFFECTIVENESS OF COMMUNICATION BY THE COMMITTEE, MEANINGFUL PARTICIPATION ETC. DIRECTORS WERE ALSO EVALUATED INDIVIDUALLY BY ALL THE OTHER DIRECTORS EXCLUDING DIRECTOR BEING EVALUATED ON THE PARAMETERS SUCH AS HIS/HER PREPAREDNESS AND PARTICIPATIONS AT THE MEETINGS, SAFEGUARDING CONFIDENTIAL INFORMATION, CONTRIBUTION TOWARDS COMPANY'S GROWTH, APPLICATION OF PROFESSIONAL SKILLS AND EXPERIENCE FOR DECISION MAKING, STRATEGIC PLANNING ETC. INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED FOR THEIR PERFORMANCE AND FULFILMENT OF CRITERIA OF INDEPENDENCE AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS WAS ALSO EVALUATED BY THE INDEPENDENT DIRECTORS. IN ACCORDANCE WITH SECTION 149(8) READ WITH SCHEDULE IV OF THE ACT AND REGULATION 25 OF LISTING REGULATIONS, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON JANUARY 29, 2024 WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT OF THE COMPANY. THE INDEPENDENT DIRECTORS, INTER-ALIA, EVALUATED THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND VARIOUS COMMITTEE OF THE BOARD FOR THE FY 2023-24 RESPECTIVELY. THE INDEPENDENT DIRECTORS ALSO REVIEW THE QUALITY, CONTENT, AND TIMELINESS OF THE FLOW OF INFORMATION FROM THE MANAGEMENT TO THE BOARD AND ITS COMMITTEES WHICH IS NECESSARY TO PERFORM REASONABLY AND DISCHARGE THEIR DUTIES. ON THAT DATE ALL THE INDEPENDENT DIRECTORS WERE PRESENT IN THE SAID MEETING. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND MANAGING DIRECTOR AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY INDEPENDENT DIRECTORS. BOTH NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD WERE SATISFIED WITH THE EVALUATION PROCESS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE ENTIRE EVALUATION PROCESS. |