| IN TERMS OF THE ACT AND THE RULES MADE THEREUNDER AND AS PER THE APPLICABLE PROVISIONS OF THE LISTING REGULATIONS, THE BOARD OF DIRECTORS, ON RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE HAVE EVALUATED THE EFFECTIVENESS OF THE BOARD. ACCORDINGLY, THE PERFORMANCE EVALUATION OF THE BOARD, EACH DIRECTOR AND THE COMMITTEES WAS CARRIED OUT FOR THE YEAR ENDED 31ST MARCH, 2020. THE EVALUATION OF THE DIRECTORS WAS BASED ON VARIOUS ASPECTS WHICH, INTER ALIA, INCLUDED THE LEVEL OF PARTICIPATION IN THE BOARD MEETINGS, UNDERSTANDING OF THEIR ROLES AND RESPONSIBILITIES, BUSINESS OF THE COMPANY ALONG WITH THE ENVIRONMENT AND EFFECTIVENESS OF THEIR CONTRIBUTION. |
| IN TERMS OF THE ACT AND THE RULES MADE THERE UNDER AND AS PER THE APPLICABLE PROVISIONS OF THE LISTING REGULATIONS, THE BOARD OF DIRECTORS, ON RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE HAVE EVALUATED THE EFFECTIVENESS OF THE BOARD. ACCORDINGLY, THE PERFORMANCE EVALUATION OF THE BOARD, EACH DIRECTOR AND THE COMMITTEES WAS CARRIED OUT FOR THE YEAR ENDED 31ST MARCH, 2022. THE EVALUATION OF THE DIRECTORS WAS BASED ON VARIOUS ASPECTS WHICH, INTER ALIA, INCLUDED THE LEVEL OF PARTICIPATION IN THE BOARD MEETINGS, UNDERSTANDING OF THEIR ROLES AND RESPONSIBILITIES, BUSINESS OF THE COMPANY ALONG WITH THE ENVIRONMENT AND EFFECTIVENESS OF THEIR CONTRIBUTION. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. |
| THE COMPANIES ACT, 2013 STATES THAT A FORMAL ANNUAL EVALUATION NEEDS TO BE MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. LISTING REGULATIONS, MANDATES THAT THE BOARD SHALL MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. PURSUANT TO THESE PROVISIONS, THE COMPANY HAS DEVELOPED A FRAMEWORK FOR THE BOARD EVALUATION. THE FRAMEWORK INCLUDES EVALUATION ON VARIOUS PARAMETERS SUCH AS INFORMATION FLOW, BOARD DYNAMICS, DECISION MAKING, COMPANY PERFORMANCE AND STRATEGY, BOARD AND COMMITTEE’S EFFECTIVENESS AND PEER EVALUATION. THE EVALUATION OF ALL THE DIRECTORS AND THE BOARD AS A WHOLE WAS CONDUCTED BASED ON THE CRITERIA AND FRAMEWORK ADOPTED BY THE BOARD. DURING THE YEAR 2022-23, INDEPENDENT DIRECTORS MET ON FEBRUARY 06, 2023, DISCUSSED AND REVIEWED THE BELOW: • PERFORMANCE OF NON INDEPENDENT DIRECTORS; • PERFORMANCE OF THE CHAIRMAN; • PERFORMANCE OF THE BOARD COMMITTEES; • DISCUSSED ON THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY ANAGEMENT AND THE BOARD MEMBERS; • OVERALL PERFORMANCE OF THE COMPANY; THE NOMINATION AND REMUNERATION COMMITTEE IS RESPONSIBLE FOR THE FORMULATION OF CRITERIA FOR EVALUATION. |
| THE ANNUAL EVALUATION PROCESS OF THE BOARD OF DIRECTORS, INDIVIDUAL DIRECTORS AND COMMITTEES WAS CONDUCTED IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS. 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’S ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. IN A SEPARATE MEETING OF IDS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTOR AND NEDS. THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. AND THE BOARD AS A WHOLE. IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE IDS AND MEETING OF THE NRC, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE EVALUATION PROCESS ENDORSED THE BOARD’S CONFIDENCE IN THE ETHICS STANDARDS OF THE COMPANY, COHESIVENESS AMONGST THE BOARD MEMBERS, FLEXIBILITY OF THE BOARD AND MANAGEMENT IN NAVIGATING THE VARIOUS CHALLENGES FACED FROM TIME TO TIME AND OPENNESS OF THE MANAGEMENT IN SHARING STRATEGIC INFORMATION WITH THE BOARD. |
| IN TERMS OF THE ACT AND THE RULES MADE THEREUNDER AND AS PER THE APPLICABLE PROVISIONS OF THE LISTING REGULATIONS, THE BOARD OF DIRECTORS, ON RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE HAVE EVALUATED THE EFFECTIVENESS OF THE BOARD. ACCORDINGLY, THE PERFORMANCE EVALUATION OF THE BOARD, EACH DIRECTOR AND THE COMMITTEES WAS CARRIED OUT FOR THE YEAR ENDED 31ST MARCH, 2021. THE EVALUATION OF THE DIRECTORS WAS BASED ON VARIOUS ASPECTS WHICH, INTER ALIA, INCLUDED THE LEVEL OF PARTICIPATION IN THE BOARD MEETINGS, UNDERSTANDING OF THEIR ROLES AND RESPONSIBILITIES, BUSINESS OF THE COMPANY ALONG WITH THE ENVIRONMENT AND EFFECTIVENESS OF THEIR CONTRIBUTION. |