| THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY EMPOWERS THE NOMINATION AND REMUNERATION COMMITTEE TO FORMULATE A PROCESS FOR EVALUATING THE PERFORMANCE OF DIRECTORS, COMMITTEES OF THE BOARD AND THE BOARD AS A WHOLE. THE PROCESS FOR EVALUATION OF THE PERFORMANCE OF THE DIRECTOR(S)/ BOARD / COMMITTEES OF THE BOARD FOR THE FINANCIAL YEAR 2024-2025 WAS INITIATED BY SENDING OUT QUESTIONNAIRES WHICH WERE PREPARED BY NOMINATION & REMUNERATION COMMITTEE FOR THE PERFORMANCE EVALUATION OF THE DIRECTORS, COMMITTEES, CHAIRMAN AND THE BOARD AS A WHOLE. IN TERMS OF PROVISIONS OF COMPANIES ACT, 2013 AND SCHEDULE II - PART D OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF ITS OWN INCLUDING THE VARIOUS COMMITTEES AND INDIVIDUAL DIRECTORS WITH A DETAILED QUESTIONNAIRE COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING LIKE, COMPOSITION OF BOARD AND ITS COMMITTEES, BOARD CULTURE, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS. BASED ON THE FEEDBACK RECEIVED FROM THE INDEPENDENT DIRECTORS AND TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND THE NONEXECUTIVE DIRECTORS, THE BOARD EVALUATED ITS PERFORMANCE ON VARIOUS PARAMETERS SUCH AS COMPOSITION OF BOARD AND ITS COMMITTEES, EXPERIENCE AND COMPETENCIES, PERFORMANCE OF DUTIES AND OBLIGATIONS, CONTRIBUTION AT THE MEETINGS AND OTHERWISE, INDEPENDENT JUDGMENT, GOVERNANCE ISSUES, EFFECTIVENESS OF FLOW OF INFORMATION IN THEIR MEETING HELD ON 28TH MAY, 2024. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, PERFORMANCE OF THE BOARD AS A WHOLE AND PERFORMANCE OF THE CHAIRMAN WAS EVALUATED. THE BOARD ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE ABOVE EVALUATIONS WERE THEN DISCUSSED IN THE BOARD MEETING AND PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |