PURSUANT TO THE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (AMENDMENT) ACT, 2017 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015, THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN THE MANNER FOR EFFECTIVE EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS AND ACCORDINGLY THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS. WHILE EVALUATING THE PERFORMANCE OF BOARD, THE BOARD HAD CONSIDERED THE COMPOSITION AND STRUCTURE OF THE BOARD IN TERMS OF SIZE, EXPERIENCE, DIVERSITY, EFFECTIVENESS OF THE BOARD PROCESS, DISSEMINATION OF INFORMATION ETC. THE BOARD GIVES EFFECTIVE ADVICE AND ASSISTANCE FOR ACHIEVING THE COMPANY’S MISSION AND VISION. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD TAKING INTO CONSIDERATION THE FACTORS SUCH AS COMPOSITION OF THE COMMITTEE; EFFECTIVENESS OF COMMITTEE MEETINGS; INDEPENDENCE OF THE COMMITTEE FROM THE BOARD AND CONTRIBUTION IN DECISION MAKING BY THE BOARD ETC. IT WAS FOUND THAT THEIR PERFORMANCE AND FUNCTIONING WAS WITHIN THE MANDATE OF THE BOARD BESIDES MEETING THE EXPECTATIONS OF THE BOARD. THE PERFORMANCE EVALUATION OF ALL THE INDIVIDUAL DIRECTORS WAS CARRIED OUT AFTER TAKING INTO ACCOUNT THEIR INDIVIDUAL CONTRIBUTION TO THE BOARD AND COMMITTEE MEETINGS SUCH AS PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, EFFECTIVE CONTRIBUTION IN THE DISCUSSION ON THE VARIOUS AGENDA ITEMS, WHETHER THE INDEPENDENT DIRECTORS FULFILL THE INDEPENDENCE CRITERIA AS SPECIFIED IN THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS 2015 AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THEREFORE, THE OUTCOME OF THE PERFORMANCE EVALUATION FOR THE PERIOD UNDER REPORT, WAS SATISFACTORY AND REFLECTS HOW WELL THE DIRECTORS, BOARD AND COMMITTEES ARE CARRYING THEIR RESPECTIVE ACTIVITIES. THE INDEPENDENT DIRECTORS IN ITS SEPARATE MEETING HELD ON 14TH FEBRUARY, 2023 WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF MANAGEMENT, REVIEWED - (A) THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE; (B) THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS; (C) THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. |