PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATIONS 17 AND 25 OF THE LISTING REGULATIONS, THE BOARD HAD CARRIED OUT AN EVALUATION OF THE DIRECTORS AS WELL AS THE EVALUATION OF THE BOARD AND ITS COMMITTEES. THE BOARD EVALUATED ITS PERFORMANCE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS BASED ON CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS BASED ON CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017 AND THE COMPANY’S POLICY FOR EVALUATION OF PERFORMANCE OF THE DIRECTOR’S, BOARD AND COMMITTEES OF THE BOARD. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE PERFORMANCE EVALUATION OF THE EXECUTIVE DIRECTORS WAS CARRIED BY THE INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE CHAIRMAN WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS, WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE, AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE NOMINATION AND REMUNERATION COMMITTEE (NRC) ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF THE DIRECTORS. THE CHAIRMAN OF THE NRC PROVIDED FEEDBACK TO THE BOARD AS WELL AS DIRECTORS ON AN INDIVIDUAL BASIS, AS APPROPRIATE. THE ABOVE EVALUATIONS WERE THEN DISCUSSED AT THE BOARD MEETING. THE BOARD, BOARD COMMITTEES AND THE INDEPENDENT DIRECTORS DISCUSSED THE FEEDBACK OF EVALUATION AND VARIOUS SUGGESTIONS RECEIVED IN THE EVALUATION PROCESS IN FY 2022-23 AND AGREED ON AN ACTION PLAN. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES. |