DURING THE FINANCIAL YEAR, THE PERFORMANCE EVALUATION PROCESS WAS UNDERTAKEN INTERNALLY, BASED ON THE CRITERIA FORMULATED BY THE NOMINATION AND REMUNERATION COMMITTEE. THIS EVALUATION INCLUDED AN ASSESSMENT OF THE BOARD’S OWN PERFORMANCE AS WELL AS THE WORKING OF ITS COMMITTEES FOR THE FY 2022-23 IN COMPLIANCE WITH SECTION 134 OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SEBI LISTING REGULATIONS. THIS IS AS PER THE CRITERIA LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE, WHICH INCLUDES THE FOLLOWING: • THE BOARD: COMPOSITION, EXPERTISE, MEETINGS, FUNCTIONS, MANAGEMENT AND PROFESSIONAL DEVELOPMENT, AMONG OTHERS. • THE COMMITTEES: COMPOSITION, EFFECTIVENESS, STRUCTURE, MEETINGS, INDEPENDENCE OF THE COMMITTEE, CONTRIBUTION TO DECISION MAKING OF THE BOARD, AMONG OTHERS. • INDIVIDUAL DIRECTORS (INCLUDING CHAIRPERSON, INDEPENDENT DIRECTORS AND NON-INDEPENDENT DIRECTORS): LEADERSHIP, GOVERNANCE, COMMITMENT, CONTRIBUTION, EXPERIENCE, EXPERTISE, INDEPENDENCE, INTEGRITY, ATTENDANCE, RESPONSIBILITY, AMONG OTHERS. EACH DIRECTOR COMPLETED A QUESTIONNAIRE INVOLVING PEER EVALUATION AND FEEDBACK ON PROCESSES OF THE BOARD AND ITS COMMITTEES. THE CONTRIBUTION AND IMPACT OF INDIVIDUAL MEMBERS WERE EVALUATED ON SEVERAL CONSIDERATIONS, SUCH AS LEVEL OF ENGAGEMENT, INDEPENDENCE OF JUDGMENT, CONTRIBUTIONS TO ENHANCE THE BOARD’S OVERALL EFFECTIVENESS, ETC. FURTHERMORE, THE COMMITTEES WERE EVALUATED ON PARAMETERS SUCH AS EFFECTIVE DISCHARGE OF THEIR ROLES, RESPONSIBILITIES AND ADVICE GIVEN TO THE BOARD FOR DISCHARGING ITS FIDUCIARY RESPONSIBILITIES, INCLUDING ADEQUATE AND PERIODICAL UPDATES TO THE BOARD ON THE COMMITTEES’ FUNCTIONING. THE CHAIRPERSON OF THE NOMINATION AND REMUNERATION COMMITTEE ALSO CONDUCTED INTERVIEWS WITH INDIVIDUAL DIRECTORS TO UNDERSTAND THEIR CONCERNS, IF ANY AND PROVIDE FEEDBACK ON THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND THEIR PEERS. THE FEEDBACK-CUM-ASSESSMENT OF INDIVIDUAL DIRECTORS, THE BOARD AND ITS COMMITTEES, WAS DISCUSSED BY INDEPENDENT DIRECTORS AND THE BOARD FOR THE FY 2022-23 AND COLLECTIVE ACTION POINTS FOR IMPROVEMENT WERE PUT IN PLACE. THE DIRECTORS ACKNOWLEDGED THE PRODUCTIVE FUNCTIONING OF THE BOARD AND ITS COMMITTEES. THE BOARD IS ALSO COMMITTED TO REVIEWING THE PROGRESS ON THE PRIORITIES IDENTIFIED FOR THE YEAR UNDER REVIEW. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND ENDORSED THAT IT HAS BEEN AN EFFECTIVE EXERCISE AND HAS HELPED TO BRING OUT SPECIFIC AREAS OF IMPROVEMENT TO WORK ON IN THE YEARS TO COME. TO FURTHER UPHOLD THE EFFECTIVENESS OF THE BOARD’S GOVERNANCE, AN OVERVIEW OF THE SUGGESTIONS AS DRAWN FROM THE EVALUATION EXERCISE WAS DELIBERATED AND RECOMMENDED FOR IMPLEMENTATION BY THE BOARD. THE OUTCOMES WITNESSED DIRECTIONAL IMPROVEMENT IN SEVERAL AREAS. THE EVALUATION ALSO THREW LIGHT ON THE NEED TO HAVE CONTINUOUS IMPROVEMENT IN GENDER DIVERSITY AMIDST THE SENIOR MANAGEMENT AND THE INCREASED NEED TO HAVE PERIODICAL DISCUSSIONS ON THE COMPANY’S COMPETITIVE STRATEGY THEREBY REDEFINING THE COMPANY’S EDGE IN THE MARKET |