DURING THE YEAR, THE BOARD CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND LISTING REGULATIONS. THE BOARD ON THE RECOMMENDATIONS OF THE NOMINATION & REMUNERATION COMMITTEE APPROVED THE CRITERIA FOR ANNUAL EVALUATION WHICH WERE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SEBI VIDE ITS MASTER CIRCULAR DATED NOVEMBER 11, 2024. EACH BOARD MEMBER WAS REQUIRED TO FILL THE BOARD EVALUATION QUESTIONNAIRE ONLINE AND THE QUESTIONNAIRE WERE DIVIDED INTO DIFFERENT SECTIONS VIZ. EVALUATION OF NON – EXECUTIVE / INDEPENDENT DIRECTORS; EVALUATION OF BOARD AS A WHOLE; EVALUATION OF BOARD COMMITTEES; EVALUATION OF CHAIRMAN AND EVALUATION OF EXECUTIVE DIRECTOR. EVALUATION CRITERIA FOR BOARD/COMMITTEES WERE ON THE PARAMETERS LIKE ATTENDANCE, PARTICIPATION AND ABILITY TO CONTRIBUTE AT THE MEETING, BOARD AS A WHOLE I.E. ITS STRUCTURE, DIVERSITY, EXPERIENCE, FUNCTIONING, BOARD MEMBERS’ UNDERSTANDING OF THEIR ROLES AND RESPONSIBILITIES, QUALITY OF DECISION MAKING OF THE BOARD AND ITS EFFECTIVENESS. THE RESPONSES RECEIVED FROM THE DIRECTORS WITH RESPECT TO THE BOARD EVALUATION QUESTIONNAIRE WERE REVIEWED, DISCUSSED AT SEPARATE MEETINGS OF INDEPENDENT DIRECTORS, NOMINATION & REMUNERATION COMMITTEE AND ALSO THE BOARD, AND THE SUGGESTIONS PROVIDED BY THE DIRECTORS WERE NOTED. PERFORMANCE OF THE COMMITTEES WAS EVALUATED ON THE BASIS OF THEIR EFFECTIVENESS IN CARRYING OUT THEIR RESPECTIVE MANDATES. THE CHAIRMAN’S PERFORMANCE EVALUATION WAS CARRIED OUT BY INDEPENDENT DIRECTORS AT A SEPARATE MEETING. ALL THE DIRECTORS PARTICIPATED IN THE BOARD EVALUATION AND REVIEW EXERCISE INCLUDING THE PEER EVALUATIONS EXCLUDING THE DIRECTOR BEING EVALUATED. THE SUGGESTIONS OF THE DIRECTORS UNDER THE BOARD EVALUATION PROCESS INCLUDED CONDUCTING ONE UNIT HOLDER PROTECTION COMMITTEE MEETING OUTSIDE THE QUARTERLY CYCLE TO DISCUSS NON-QUARTERLY PERFORMANCE REVIEWS. FURTHER, ONE OF THE DIRECTORS PROVIDED POSITIVE FEEDBACK ON MR. DEEPAK S. PAREKH, NON-EXECUTIVE NON-INDEPENDENT DIRECTOR AND CHAIRMAN OF THE COMPANY, STATING THAT HIS GUIDANCE IS ABSOLUTELY INVALUABLE AND THAT THE BOARD AND MANAGEMENT BENEFIT IMMENSELY FROM HIS EXPERIENCE AND WISDOM. ANOTHER DIRECTOR SUGGESTED HIRING A COO OR STRATEGY HEAD TO FURTHER STRENGTHEN THE MANAGEMENT TEAM. FURTHER, THE FEEDBACK ON THE BOARD AND ITS COMMITTEE WAS POSITIVE, NOTING REGULAR MEETINGS, THOROUGH DISCUSSIONS, PROPER MINUTES RECORDING, INDEPENDENCE AND A WELL-BALANCED MIX. DURING THE YEAR, THE COMPANY TOOK ADEQUATE STEPS TO IMPLEMENT OBSERVATIONS ARISING FROM THE BOARD EVALUATION EXERCISE FOR FY 2023-24. THE BOARD NOTED THE EVALUATION RESULTS AND WERE SATISFIED WITH THE OVERALL ENGAGEMENT AND EFFECTIVENESS OF THE BOARD AND ITS VARIOUS COMMITTEES. |