THE COMPANY RECOGNIZES AND EMBRACES THE IMPORTANCE OF A DIVERSE BOARD IN OVERALL SUCCESS. THE COMPANY BELIEVES THAT A TRULY DIVERSE BOARD WILL LEVERAGE DIFFERENCES IN THOUGHT, PERSPECTIVE, KNOWLEDGE, SKILL, REGIONAL AND INDUSTRY EXPERIENCE, CULTURAL AND GEOGRAPHICAL BACKGROUND, AGE, ETHNICITY, RACE AND GENDER THAT WILL HELP US RETAIN OUR COMPETITIVE ADVANTAGE. PURSUANT TO PROVISIONS OF COMPANIES ACT, 2013 AND RULES MADE THERE UNDER, SEBI LISTING REGULATIONS AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 05, 2017, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF INDIVIDUAL DIRECTORS, BOARD COMMITTEE INCLUDING THE CHAIRMAN OF THE BOARD ON THE BASIS OF COMPOSITION AND STRUCTURE, ATTENDANCE, CONTRIBUTION, EFFECTIVENESS OF PROCESS, INFORMATION, FUNCTIONS AND VARIOUS CRITERIA AS RECOMMENDED BY NOMINATION AND REMUNERATION COMMITTEE. THE EVALUATION OF THE WORKING OF THE BOARD, ITS COMMITTEES, EXPERIENCE AND EXPERTISE, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS ETC. WERE CARRIED OUT. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND OUTCOME. THE PERFORMANCE OF EACH OF THE EXECUTIVE AND NON- EXECUTIVE AND NON-INDEPENDENT DIRECTORS (INCLUDING THE CHAIRMAN) WERE ALSO EVALUATED BY THE INDEPENDENT DIRECTORS AT THE SEPARATE MEETING HELD ON 24TH MARCH, 2023 BETWEEN THE INDEPENDENT DIRECTORS OF THE COMPANY. THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF THEIR OWN PERFORMANCE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF THE 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 ON THE BASIS OF THE CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS ETC. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE 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. IN ADDITION, THE CHAIRMAN WAS ALSO EVALUATED ON THE KEY ASPECTS OF HIS ROLE. |