PURSUANT TO THE APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS, 2015, THE NOMINATION AND REMUNERATION COMMITTEE HAS CARRIED OUT AN ANNUAL EVALUATION OF BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS (INDEPENDENT AND NON-INDEPENDENT), AND THE BOARD OF DIRECTORS HAVE CARRIED OUT THE EVALUATION OF THE INDEPENDENT DIRECTORS AND FULFILLMENT OF THE INDEPENDENCE CRITERIA OF THE INDEPENDENT DIRECTORS, BASED ON THE SEPARATE CRITERIA/ PARAMETERS LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE (NRC). THE COMMON CRITERIA FOR INDEPENDENT DIRECTORS (IDS) AND NON INDEPENDENT DIRECTORS (NON IDS) INCLUDE QUALIFICATION, EXPERIENCE, KNOWLEDGE, COMPETENCY, AVAILABILITY, ATTENDANCE, FULFILLMENT OF FUNCTIONS ASSIGNED BY THE BOARD / LAW, COMMITMENT, CONTRIBUTION, INTEGRITY, COMPLIANCES WITH POLICIES OF THE COMPANY, CODE OF CONDUCT AND BUSINESS ETHICS, SPECIFIC CRITERIA OF INDEPENDENCE, INDEPENDENT VIEWS AND JUDGMENT FOR IDS AND INITIATIVE AND TEAM WORK FOR NON IDS. THE CRITERIA FOR EVALUATION OF BOARD INCLUDE; STRUCTURE OF BOARD (COMPETENCY, EXPERIENCE, QUALIFICATION, DIVERSITY AND PROCEDURE TO APPOINTMENT), MEETINGS OF THE BOARD (REGULARITY, FREQUENCY, AGENDA, DISCUSSION, RECORDING OF MINUTES, DISSEMINATION OF INFORMATION), FUNCTION OF THE BOARD (ROLE AND RESPONSIBILITY, GOVERNANCE AND COMPLIANCE, EVALUATION OF RISK, GRIEVANCE REDRESSAL FOR INVESTORS AND STAKEHOLDERS VALUE AND RESPONSIBILITY, REVIEW OF BOARD, EVALUATION AND FACILITATION OF INDEPENDENT DIRECTORS) AND BOARD AND MANAGEMENT (EVALUATION OF PERFORMANCE OF THE MANAGEMENT, SECRETARIAL SUPPORT AND SUCCESSION PLAN ETC.). THE INDEPENDENT DIRECTORS ALSO HELD THEIR SEPARATE MEETING ON MARCH 28, 2024 IN ACCORDANCE WITH THE APPLICABLE PROVISIONS, FOR REVIEW OF PERFORMANCE OF NON-INDEPENDENT DIRECTORS, CHAIRPERSON AND BOARD AS A WHOLE, BASED ON THE CRITERIA LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE AND DETAILED HEREINABOVE. THE CRITERIA FOR EVALUATION OF CHAIRPERSON INCLUDES QUALIFICATION, EXPERIENCE, KNOWLEDGE, COMPETENCY, LEADERSHIP EFFECTIVENESS, ABILITY TO STEER THE MEETINGS, IMPARTIALITY, COMMITMENT, ABILITY TO KEEP SHAREHOLDERS’ INTEREST IN MIND, INITIATIVE, COMMITMENT AND CONTRIBUTION TO BOARD PROCESS. |