IN COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE ACT, THE SEBI LISTING REGULATIONS, THE COMPANY’S CODE FOR INDEPENDENT DIRECTORS AND THE CRITERIA AND METHODOLOGY OF PERFORMANCE EVALUATION APPROVED BY THE NRC, THE NRC AND THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AS WHOLE, THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS, COMMITTEES, CHAIRPERSON AND THE MD & CEO THROUGH INTERNAL ASSESSMENT BASED ON RESPONSES RECEIVED FROM THE DIRECTORS ON STRUCTURED QUESTIONNAIRE. THE QUESTIONNAIRES ON PERFORMANCE EVALUATION ARE COMPREHENSIVE AND IN ALIGNMENT WITH THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI. PERFORMANCE IS EVALUATED ON A SCALE OF 1 TO 4 WHERE 1 = “RARELY” 2 = “OCCASIONALLY” 3 = “FREQUENTLY” AND 4 = “ALMOST ALWAYS”. ALL DIRECTORS OF THE COMPANY AS ON 31 MARCH 2024 PARTICIPATED IN THE EVALUATION PROCESS. THE DIRECTORS EXPRESSED THEIR SATISFACTION ON THE PARAMETERS OF EVALUATION, THE IMPLEMENTATION AND COMPLIANCE OF THE EVALUATION EXERCISE AND THE OUTCOME OF THE EVALUATION PROCESS. THE INDEPENDENT DIRECTORS AND NRC AT THEIR RESPECTIVE MEETINGS HELD PRIOR TO THE BOARD, REVIEWS THE EVALUATION, THE IMPLEMENTATION AND COMPLIANCE OF THE EVALUATION EXERCISE DONE. THE OUTCOME OF THE EVALUATIONS ARE PRESENTED TO THE BOARD, THE NRC AND THE INDEPENDENT DIRECTORS AT THEIR RESPECTIVE MEETINGS FOR ASSESSMENT AND DEVELOPMENT OF PLANS/ SUGGESTIVE MEASURES FOR ADDRESSING ACTION POINTS THAT ARISE FROM THE OUTCOME OF THE EVALUATION. THE EVALUATION EXERCISE FOR FY 2023-24 INTER ALIA, CONCLUDED THAT INDEPENDENT DIRECTORS APPOINTED ON THE BOARD FULFILLS THE CRITERIA OF INDEPENDENCE AS SET OUT IN THE SEBI LISTING REGULATIONS AND THE ACT, THE BOARD CONDUCTS ITS AFFAIRS EFFECTIVELY AND HAS THE RIGHT MIX OF BACKGROUND, CAPABILITIES, COMPETENCIES, QUALIFICATIONS, EXPERIENCES AND TIME TO SERVE THE COMPANY, THE BOARD OPERATES IN A COHESIVE ATMOSPHERE OF OPENNESS AND TRUST. SUGGESTIONS PROVIDED TO ENHANCE THE BOARD’S EFFECTIVENESS HAVE BEEN NOTED AND TAKEN UP FOR IMPLEMENTATION. THE SUGGESTIONS FROM PREVIOUS EVALUATIONS WERE IMPLEMENTED BY THE COMPANY. |