PURSUANT TO THE GOVERNING PROVISIONS OF THE COMPANIES ACT, 2013, THE LISTING REGULATIONS AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI, A FORMAL ANNUAL EVALUATION WAS CARRIED OUT BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND THE PERFORMANCE OF INDIVIDUAL DIRECTORS. DURING THE YEAR UNDER REVIEW, ONE (1) MEETING OF THE INDEPENDENT DIRECTORS OF THE COMPANY WAS HELD ON MARCH 20, 2023, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS, MANAGING DIRECTOR AND MANAGEMENT REPRESENTATIVES, WHEREIN THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, CHAIRMAN (NON-EXECUTIVE), MANAGING DIRECTOR AND THE BOARD OF DIRECTORS AS A WHOLE WERE REVIEWED. THE REVIEW OF PERFORMANCE OF THE CHAIRMAN OF THE COMPANY WAS CARRIED OUT, INTER ALIA, TAKING INTO ACCOUNT THE VIEWS OF THE NON-EXECUTIVE DIRECTORS AND MANAGING DIRECTOR & CEO. THE INDEPENDENT DIRECTORS ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD OF DIRECTORS THAT IS NECESSARY FOR THE BOARD OF DIRECTORS TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED, INTER-ALIA, TAKING INTO ACCOUNT THE CRITERIA FOR EVALUATION FORMULATED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE BOARD, ITS COMMITTEES AND DIRECTORS EVALUATION PROVIDED A FORMAL PROCESS OF COMMUNICATION IN RAISING ISSUES THAT MIGHT NOT OTHERWISE BE VETTED BY THE BOARD, WITH THE UNDERLYING OBJECTIVES TO DEVELOP AN ACTION PLAN TO ENHANCE THE BOARD PERFORMANCE, INTER-ALIA, BY ENSURING COMPLIANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013 AND CODE OF CORPORATE GOVERNANCE AS ENSHRINED IN THE LISTING REGULATIONS. THE STRUCTURED EVALUATION PROCESS WAS FOCUSED ON IDENTIFYING AREAS OF IMPROVEMENT, IF ANY, SUCH AS CREATING BALANCE OF POWER BETWEEN THE BOARD AND MANAGEMENT, LONG TERM STRATEGY, MORE EFFECTIVELY FULFILLING THE BOARD’S OVERSIGHT RESPONSIBILITIES, THE ADEQUACY OF COMMITTEE(S) STRUCTURES, THE ASSESSMENT OF BOARD CULTURE TO ASCERTAIN WHETHER THE SAME IS CONDUCIVE TO ATTRACT RIGHT INDIVIDUALS TO JOIN THE BOARD AND UPDATING THE EVALUATION PROCESS ITSELF. A REVIEW OF FIDUCIARY DUTIES OF THE BOARD, GOVERNANCE POLICY ADOPTED BY THE COMPANY AND ACQUAINTANCE AND FAMILIARISATION OF INDEPENDENT DIRECTORS WITH THE COMPANY AND ITS BUSINESS MODEL, THEIR ROLES, RIGHTS, RESPONSIBILITIES IN THE COMPANY, NATURE OF THE INDUSTRY IN WHICH THE COMPANY OPERATES, ETC. AND CONTRIBUTION BY EACH DIRECTOR, COMMITTEES OF THE BOARD WAS ALSO CARRIED OUT DURING THE PROCESS OF EVALUATION. THE APPRAISAL OF THE MANAGING DIRECTOR & CEO AND HIS LEVEL OF ENGAGEMENT IN THE AFFAIRS OF THE COMPANY WAS AN IMPORTANT COMPONENT OF THE BOARD EVALUATION. THE FINAL EVALUATION WAS THEREAFTER DELIBERATED AND ASSESSED TAKING INTO ACCOUNT INPUTS FROM THE BOARD ABOUT EVALUATION OF INDIVIDUAL DIRECTORS AND VARIOUS COMMITTEES OF THE BOARD AND SUGGESTING ACTION PLAN FOR FURTHER ENHANCING BOARD PERFORMANCE AND PLAN FOR NEXT BOARD, ITS COMMITTEE(S) AND INDIVIDUAL DIRECTORS EVALUATION. |