| PERFORMANCE EVALUATION IS BECOMING INCREASINGLY IMPORTANT FOR BOARD AND DIRECTORS, AND HAS BENEFITS FOR INDIVIDUAL DIRECTORS, BOARD AND THE COMPANIES FOR WHICH THEY WORK. THE SECURITIES AND EXCHANGE BOARD OF INDIA HAS ISSUED A GUIDANCE NOTE ON BOARD EVALUATION AND PURSUANT TO THE PROVISIONS OF THE ACT, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS AT THEIR MEETING. THE CHAIRMAN OF THE MEETING/COMPANY INTERACTED WITH EACH DIRECTOR INDIVIDUALLY, FOR EVALUATION OF PERFORMANCE OF THE INDIVIDUAL DIRECTORS. THE EVALUATION OF THE PERFORMANCE OF THE BOARD AS A WHOLE AND INDIVIDUAL AND OF THE COMMITTEES WAS CONDUCTED BY WAY OF QUESTIONNAIRES. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS HELD ON FEBRUARY 29, 2024, PERFORMANCE OF NON INDEPENDENT DIRECTORS AND PERFORMANCE OF THE BOARD AS A WHOLE WAS EVALUATED. FURTHER, THEY ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF VARIOUS CRITERIA SUCH AS STRUCTURE AND DIVERSITY OF THE BOARD, COMPETENCY OF DIRECTORS, EXPERIENCE OF DIRECTOR, STRATEGY AND PERFORMANCE, SECRETARIAL SUPPORT, EVALUATION OF RISK, EVALUATION OF PERFORMANCE OF THE MANAGEMENT AND FEEDBACK, INDEPENDENCE OF THE MANAGEMENT FROM THE BOARD ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS MANDATE AND COMPOSITION, EFFECTIVENESS OF THE COMMITTEE, STRUCTURE OF THE COMMITTEE AND MEETINGS, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD AND CONTRIBUTION TO DECISIONS OF THE BOARD. THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS QUALIFICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS, AVAILABILITY AND ATTENDANCE, INITIATIVE, INTEGRITY, CONTRIBUTION AND COMMITMENT ETC., AND THE INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED ON THE BASIS OF INDEPENDENCE, INDEPENDENT VIEWS AND JUDGMENT ETC. THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS WAS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS ETHICAL STANDARDS, GOVERNANCE SKILLS, PROFESSIONAL OBLIGATIONS, PERSONAL ATTRIBUTES ETC. FURTHER THE EVALUATION OF CHAIRMAN OF THE BOARD, IN ADDITION TO THE ABOVE CRITERIA FOR INDIVIDUAL DIRECTORS, ALSO INCLUDED EVALUATION BASED ON EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER THE MEETINGS, IMPARTIALITY, ETC. THE CHAIRMAN AND OTHER MEMBERS OF THE BOARD DISCUSSED UPON THE PERFORMANCE EVALUATION OF EVERY DIRECTOR OF THE COMPANY AND CONCLUDED THAT THEY WERE SATISFIED WITH THE OVERALL PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AND THAT THE DIRECTORS GENERALLY MET THEIR EXPECTATIONS OF PERFORMANCE.THE SUMMARY OF THE FEEDBACK FROM THE MEMBERS WERE THEREAFTER DISCUSSED IN DETAIL BY THE MEMBERS. THE RESPECTIVE DIRECTOR, WHO WAS BEING EVALUATED, DID NOT PARTICIPATE IN THE DISCUSSION ON HIS/HER PERFORMANCE EVALUATION. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. THE BOARD OF DIRECTORS HAS LAID DOWN THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS HAS TO BE MADE. THE COMPANY HAS IN PLACE A COMPREHENSIVE AND STRUCTURED QUESTIONNAIRE FOR EVALUATION OF THE BOARD AND ITS COMMITTEES, BOARD COMPOSITION AND ITS STRUCTURE, EFFECTIVENESS, FUNCTIONING AND INFORMATION AVAILABILITY. THIS QUESTIONNAIRE ALSO COVERS SPECIFIC CRITERIA AND THE GROUNDS ON WHICH ALL DIRECTORS IN THEIR INDIVIDUAL CAPACITY WILL BE EVALUATED. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD EXCLUDING THE DIRECTOR BEING EVALUATED. |