PURSUANT TO THE PROVISIONS OF COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS EVALUATION OF THE WORKINGS OF ITS BOARD COMMITTEES. THE BOARD EVALUATED ITS PERFORMANCE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS BASED ON CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS BASED ON CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. IN A SEPARATE MEETING OF IDS, PERFORMANCE OF NON- INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS. THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. AND THE BOARD AS A WHOLE. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGMENTS, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS WHO ALSO REVIEWED THE PERFORMANCE OF THE SECRETARIAL DEPARTMENT. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. A MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON 29.03.2024 WHICH REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, CHAIRMAN AND THE QUALITY OF THE INFORMATION AND FOLLOW UP ACTION IS BEING TAKEN ON SUGGESTIONS MADE THEREIN. |