IN TERMS OF THE PROVISIONS OF THE SECTION 178(2) OF THE ACT, THE BOARD HAS ADOPTED A FORMAL MECHANISM FOR EVALUATING ITS PERFORMANCE AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD. A STRUCTURED QUESTIONNAIRE WAS PREPARED AND CIRCULATED TO THE DIRECTORS FOR EACH OF THE EVALUATION. PERFORMANCE OF THE BOARD WAS EVALUATED BY EACH DIRECTOR ON THE PARAMETERS SUCH AS STRUCTURE AND COMPOSITION OF BOARD, MEETINGS OF THE BOARD, FUNCTIONS OF THE BOARD, BOARD & MANAGEMENT ETC. BOARD COMMITTEES WERE EVALUATED ON THE PARAMETERS SUCH AS MANDATE AND COMPOSITION OF COMMITTEE, EFFECTIVENESS OF THE COMMITTEE, STRUCTURE OF THE COMMITTEE AND MEETINGS, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD, CONTRIBUTION TO DECISIONS OF THE BOARD ETC. PERFORMANCE OF THE CHAIRMAN WAS EVALUATED BY INDEPENDENT DIRECTORS TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS, ON THE PARAMETERS SUCH AS KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, AVAILABILITY AND ATTENDANCE, COMMITMENT, CONTRIBUTION, INTEGRITY, IMPARTIALITY, COMMITMENT, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND ETC. DIRECTORS WERE ALSO EVALUATED INDIVIDUALLY BY ALL OTHER DIRECTORS (EXCEPT THE DIRECTOR HIMSELF) ON THE PARAMETERS SUCH AS KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, AVAILABILITY AND ATTENDANCE, COMMITMENT, CONTRIBUTION, INTEGRITY ETC. THE PERFORMANCE EVALUATION OF THE DIRECTORS WAS COMPLETED DURING THE YEAR UNDER REVIEW. THE INDEPENDENT DIRECTORS OF THE COMPANY HAVE HELD ONE MEETING DURING THE YEAR ON MARCH 30, 2024, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT TO REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD OF DIRECTORS AS A WHOLE. THEY ALSO ASSESSED THE QUALITY, CONTENT AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM ITS DUTIES. OUTCOME OF THE EVALUATION WAS SUBMITTED TO THE CHAIRMAN OF THE COMPANY. THE DIRECTORS DISCUSSED AND EXPRESSED THEIR SATISFACTION WITH THE ENTIRE EVALUATION PROCESS. |