IN TERMS OF THE PROVISIONS OF 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 AND INDEPENDENT DIRECTORS. FOR THE SAID PURPOSE, A STRUCTURED QUESTIONNAIRE WAS CIRCULATED TO THE DIRECTORS FOR EACH OF THE EVALUATIONS. 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 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, IMPARTIALITY, COMMITMENT, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND ETC PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS EVALUATED BY THE ENTIRE BOARD OF DIRECTORS, EXCLUDING THE DIRECTOR BEING EVALUATED. 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. MEETING OF THE INDEPENDENT DIRECTORS WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS, CHIEF FINANCIAL OFFICER OR THE MEMBERS OF THE MANAGEMENT OF THE COMPANY WAS HELD ON MARCH 13, 2024. THE INDEPENDENT DIRECTORS, INTER-ALIA, EVALUATED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE CHAIRMAN OF THE COMPANY AND THE BOARD FOR FY 2023-24. 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. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |