IN LINE WITH THE COMPANIES ACT, 2013, SEBI GUIDANCE NOTE ON BOARD EVALUATION, AND SEBI LISTING REGULATIONS, THE BOARD CONDUCTED ITS ANNUAL EVALUATION DURING ITS MEETING ON MAY 6, 2024. ADDITIONALLY, A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS HELD ON APRIL 15, 2024, TO EVALUATE THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND ITS COMMITTEES. TO ENHANCE EFFICIENCY AND ENSURE SECURE DATA MANAGEMENT, WE CONDUCTED THE EVALUATION PROCESS USING AN ELECTRONIC APPLICATION, REDUCING PAPER USAGE AND STREAMLINING RESPONSES. THE EVALUATION FRAMEWORK WAS BASED ON THE SEBI GUIDANCE NOTE ON BOARD EVALUATION, FOCUSING ON KEY PARAMETERS SUCH AS COMMITTEE STRUCTURE, EFFECTIVENESS OF MEETINGS, STRATEGIC OVERSIGHT, AND GOVERNANCE PRACTICES. THE BOARD’S EVALUATION COVERED CRITICAL AREAS SUCH AS ROLES AND RESPONSIBILITIES, COMPETENCIES, STRATEGIC DIRECTION, RISK MANAGEMENT, DIVERSITY, AND INDUSTRY RELEVANCE. A COMPREHENSIVE QUESTIONNAIRE WAS CIRCULATED TO ASSESS DIRECTORS’ KNOWLEDGE, INDEPENDENCE, INVOLVEMENT IN DECISION-MAKING, STRATEGIC ENGAGEMENT, AND RISK AWARENESS. THE EVALUATION ALSO INCLUDED AN ASSESSMENT OF THE CHAIRMAN’S LEADERSHIP, COORDINATION, AND FACILITATION SKILLS. THE NOMINATION AND REMUNERATION COMMITTEE (NRC) REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS BASED ON THEIR CONTRIBUTIONS TO THE BOARD AND ITS COMMITTEES. ADDITIONALLY, THE PROFIT-BASED COMMISSION FOR DIRECTORS WAS DETERMINED, ENSURING THAT REMUNERATION ALIGNS WITH INDIVIDUAL AND OVERALL BOARD PERFORMANCE. THIS STRUCTURED EVALUATION PROCESS STRENGTHENS BOARD EFFECTIVENESS, ENHANCES INDIVIDUAL CONTRIBUTIONS, AND ENSURES FAIR AND PERFORMANCE-DRIVEN REMUNERATION, REINFORCING OUR COMMITMENT TO STRONG CORPORATE GOVERNANCE. |