| THIS YEAR TOO, THE BOARD OF DIRECTORS WENT THROUGH AN ELABORATE PROCESS OF EVALUATING ITS OWN EFFECTIVENESS. ACCORDINGLY, FORMAL EVALUATION OF BOARD’S, IT’S COMMITTEE AND DIRECTORS PERFORMANCE IS CARRIED OUT ANNUALLY. THIS WAS DESIGNED TO ENSURE, AMONGST OTHER THINGS, THAT THE BOARD, ITS COMMITTEES AND EACH DIRECTOR CONTINUE TO CONTRIBUTE EFFECTIVELY. AS PER SECTION 134(3)(P) OF THE ACT, A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION WAS MADE BY THE BOARD OF THEIR PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, HAS TO BE FURNISHED TO THE MEMBERS AS PART OF THE BOARD’S REPORT. AS PER PROVISIONS OF SECTION 178(2) OF THE ACT, NOMINATION AND REMUNERATION COMMITTEE SHALL SPECIFY THE MANNER FOR EFFECTIVE EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS TO BE CARRIED OUT. FURTHER, THE INDEPENDENT DIRECTORS, AS PART OF THEIR MANDATE UNDER SCHEDULE IV OF THE ACT, NEED TO MAKE AN EVALUATION OF PERFORMANCE OF THE BOARD, IT’S COMMITTEE AND CONSTITUENTS OF THE BOARD APART FROM THEIR SELF-EVALUATION. UNDER THIS PROCESS, A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, SETTING OUT PARAMETERS OF EVALUATION; THE QUESTIONNAIRE FOR EVALUATION IS TO BE FILLED IN, CONSOLIDATED AND DISCUSSED WITH THE CHAIRMAN. THE EVALUATION BY THE INDEPENDENT DIRECTORS HAS BEEN UNDERTAKEN AT THE TIME OF APPOINTMENT. THE BOARD OF DIRECTORS UNDERTOOK EVALUATION OF INDEPENDENT DIRECTORS AT THEIR MEETING HELD ON DECEMBER 01ST, 2024 AND PLACED ON ITS RECORD THAT THE INDEPENDENT DIRECTORS HAVE THE REQUISITE QUALIFICATION, EXPERTISE AND TRACK RECORD FOR PERFORMING THEIR DUTIES AS ENVISAGED UNDER THE LAW, AND THEY ADD VALUE IN THE DECISION-MAKING PROCESS OF THE BOARD. THE CRITERIA FOR EVALUATION OF PERFORMANCE OF DIRECTORS, THE BOARD AS A WHOLE AND THE BOARD’S COMMITTEE, AS SPECIFIED BY NOMINATION AND REMUNERATION COMMITTEE WAS DONE. |