IN ACCORDANCE WITH THE ACT AND THE RULES MADE THEREUNDER, AND REGULATION 4(2)(F) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, YOUR COMPANY HAS FRAMED A ‘BOARD EVALUATION POLICY’ FOR THE ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING HELD ON 24TH JANUARY, 2025, COLLECTIVELY REVIEWED THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THAT OF ITS COMMITTEES. AT THE SAID MEETING, THEY ALSO REVIEWED THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, AFTER TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE INDEPENDENT DIRECTORS ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY’S MANAGEMENT AND THE BOARD. THE NOMINATION AND REMUNERATION COMMITTEE, AT ITS MEETING HELD ON 24TH JANUARY, 2025, CARRIED OUT EVALUATION OF PERFORMANCE OF ALL INDEPENDENT DIRECTORS. THE BOARD, AT ITS MEETING HELD ON 7TH FEBRUARY, 2025, DISCUSSED AND TOOK ON RECORD THE PERFORMANCE EVALUATION CARRIED OUT BY THE INDEPENDENT DIRECTORS AND BY THE NOMINATION AND REMUNERATION COMMITTEE.THEREAFTER, THE BOARD CARRIED OUT AN EVALUATION OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES. THE PERFORMANCE OF EACH DIRECTOR (INCLUDING THE INDEPENDENT DIRECTORS) WAS ALSO CARRIED OUT BY THE ENTIRE BOARD WITHOUT THE PRESENCE AND PARTICIPATION OF THE DIRECTOR BEING EVALUATED. PARAMETERS AND PROCESS APPLIED FOR CARRYING OUT THE EVALUATION HAVE BEEN DISCUSSED IN DETAIL IN THE CORPORATE GOVERNANCE REPORT. AS AN OUTCOME OF THE EVALUATION EXERCISE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THAT OF CHAIRMAN AND INDEPENDENT DIRECTORS, WAS FOUND TO BE SATISFACTORY. IT WAS NOTED THAT THE BOARD AS A WHOLE HAS A COMPOSITION THAT REPRESENTS AN APPROPRIATE BALANCE OF EXPERIENCE, SKILLS, EXPERTISE, ETC. AND THAT THE BOARD IS PROVIDED WITH ADEQUATE COMPETITIVE AND INDUSTRY INFORMATION TO KEEP THE MEMBERS UP TO DATE WITH INDUSTRY LANDSCAPE. THE BOARD MEMBERS FUNCTIONED CONSTRUCTIVELY INDIVIDUALLY AS WELL AS A TEAM. THE BOARD IS WELL-SUPPORTED BY THE ACTIVITIES OF EACH OF THE BOARD COMMITTEES WHICH ENSURE THE RIGHT LEVEL OF ATTENTION AND CONSIDERATION ARE GIVEN TO SPECIFIC MATTERS. IT WAS NOTED THAT THE COMMITTEES OF THE BOARD ARE FUNCTIONING SMOOTHLY IN ACCORDANCE WITH THEIR RESPECTIVE CHARTERS, WHICH CLEARLY DEFINE THEIR PURPOSE, ROLES, AND RESPONSIBILITIES. EACH DIRECTOR ON THE BOARD BRINGS TO THE TABLE DEEP FUNCTIONAL EXPERIENCE, WELL PROVEN STRATEGIC AND CRITICAL THINKING SKILLS AND SOUND FINANCIAL ACUMEN, THEREBY AGGREGATING A COMPETENT BOARD OF DIRECTORS. THE CHAIRMAN HAD BEEN INSTRUMENTAL IN FOSTERING AND PROMOTING THE INTEGRITY OF THE BOARD WHILE NURTURING A CULTURE WHERE THE BOARD WORKS HARMONIOUSLY FOR THE LONG-TERM BENEFIT OF THE COMPANY AND ALL ITS STAKEHOLDERS. THE EVALUATION PROCESS ENDORSED THE BOARD MEMBERS’ CONFIDENCE IN THE ETHICAL STANDARDS OF THE COMPANY, COHESIVENESS AMONGST THE BOARD MEMBERS, CONSTRUCTIVE RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT AND THE OPENNESS OF THE MANAGEMENT IN SHARING STRATEGIC INFORMATION TO ENABLE BOARD MEMBERS TO DISCHARGE THEIR RESPONSIBILITIES. |