PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, IN THE BOARD MEETING HELD ON 14 FEBRUARY 2023 THE BOARD CARRIED OUT ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE AND AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS AND THE CHAIRMAN OF THE COMPANY. THE BOARD EVALUATION COVERED A STRUCTURAL EVALUATION PROCESS BASED ON THE CRITERIA FORMULATED AND THE MANNER SPECIFIED BY THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY. IT COVERED VARIOUS ASPECTS OF THE BOARD AND ITS COMMITTEES SUCH AS COMPOSITION, EXPERIENCE & COMPETENCIES, MEETINGS OF THE BOARD AND COMMITTEES, CIRCULATION OF AGENDA AND THE QUALITY OF AGENDA, DISCUSSIONS AND DELIBERATIONS AT THE BOARD MEETINGS AND THE COMMITTEE MEETINGS, RECORDING OF MINUTES, PERFORMANCE OF SPECIFIC DUTIES & OBLIGATIONS, CONTRIBUTIONS RECEIVED AND ACTIVE PARTICIPATION BY THE MEMBERS OF THE BOARD AND RESPECTIVE COMMITTEES, STRUCTURE, EFFECTIVENESS AND INDEPENDENCE OF THE COMMITTEES. A SEPARATE EXERCISE WAS CARRIED OUT BY THE BOARD TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN AND THE INDEPENDENT DIRECTORS BASED ON THE CRITERIA FORMULATED AND THE MANNER SPECIFIED BY THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY. THE EVALUATION CARRIED OUT BASED ON DIFFERENT PARAMETERS SUCH AS QUALIFICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCY, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, INTEGRITY, COMMITMENT AND CONTRIBUTIONS. ADDITIONALLY, INDEPENDENT DIRECTORS ALSO EVALUATED FOR THEIR INDEPENDENT VIEWS AND JUDGMENT. THE EVALUATION PROCESS CARRIED OUT BASED ON THE MECHANISM OF OBTAINING AFFIRMATION FROM THE INDEPENDENT DIRECTORS THAT THEY MET THE INDEPENDENCE CRITERIA AND ARE INDEPENDENT OF THE MANAGEMENT, AS SPECIFIED IN THE SEBI LISTING REGULATIONS. EVALUATION OF THE CHAIRPERSON OF THE COMPANY CARRIED OUT FROM THE ASPECTS OF EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER THE MEETINGS, IMPARTIALITY AND ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND ETC. DURING THE FY 2022-2023, SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS WAS ALSO HELD ON 14 FEBRUARY 2023. |