IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND SEBI LODR, BOARD HAS CARRIED OUT A SEPARATE EXERCISE TO EVALUATE THE PERFORMANCE OF THE BOARD AS A WHOLE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS BY TAKING INTO ACCOUNT THE CRITERIA LAID DOWN IN THIS REGARD BY THE NRC LIKE ATTENDANCE, EXPERTISE, CONTRIBUTION ETC., BROUGHT IN BY THE DIRECTORS AT THE BOARD AND COMMITTEE MEETINGS AND FOUND IT SATISFACTORY, WHICH SHALL BE TAKEN INTO ACCOUNT AT THE TIME OF REAPPOINTMENT OF INDEPENDENT DIRECTOR. THE CRITERIA FOR EVALUATION OF THE BOARD AND NON- INDEPENDENT DIRECTORS AT A SEPARATE MEETING OF INDEPENDENT DIRECTORS WERE CARRIED OUT IN ACCORDANCE WITH THE NOMINATION & REMUNERATION POLICY ADOPTED BY THE BOARD. THE EVALUATION WAS CARRIED OUT, TAKING INTO CONSIDERATION THE COMPOSITION OF THE BOARD AND AVAILABILITY OF COMMITMENT TO GOOD CORPORATE GOVERNANCE PRACTICES, ADHERENCE TO REGULATORY COMPLIANCE, GRIEVANCE REDRESSAL MECHANISM, TRACK RECORD OF FINANCIAL PERFORMANCE, EXISTENCE OF INTEGRATED RISK MANAGEMENT SYSTEM ETC. THE PERFORMANCE EVALUATION WAS EXECUTED THROUGH AN ELECTRONIC APPLICATION. THIS TRANSITION RESULTED IN A FASTER TURNAROUND FOR DOCUMENT AVAILABILITY TO THE BOARD AND COMMITTEE MEMBERS, AND AN IMPROVEMENT IN THE ACCURACY. A STRUCTURED QUESTIONNAIRE WAS PREPARED COVERING VARIOUS ASPECTS INCLUDING THE FOLLOWING BUT NOT LIMITED TO ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, FLOW OF INFORMATION, BOARD CULTURE/ DIVERSITY, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. IN ACCORDANCE WITH REGULATION 25(4) OF THE SEBI LODR, INDEPENDENT DIRECTORS HAVE EVALUATED THE PERFORMANCE OF CHAIRMAN, NON-INDEPENDENT DIRECTORS AND BOARD AS A WHOLE AND ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD AND OTHER REQUIRED MATTERS. N ACCORDANCE WITH REGULATION 17(10) OF SEBI LODR, THE BOARD OF DIRECTORS HAS EVALUATED THE PERFORMANCE OF INDEPENDENT DIRECTORS AND OBSERVED THE SAME TO BE SATISFACTORY AND THEIR DELIBERATIONS ARE BENEFICIAL IN BOARD / COMMITTEE MEETINGS. IN ACCORDANCE WITH REGULATION 4(2) OF SEBI LODR, THE BOARD OF DIRECTORS HAVE REVIEWED AND OBSERVED THAT THE EVALUATION FRAMEWORK OF THE BOARD OF DIRECTORS WAS ADEQUATE AND EFFECTIVE. THE BOARD’S OBSERVATIONS ON THE EVALUATIONS FOR THE YEAR UNDER REVIEW CARRIED ON MAY 02, 2025, WERE SIMILAR TO THEIR OBSERVATIONS OF THE PREVIOUS YEARS. NO SPECIFIC ACTIONS HAVE BEEN WARRANTED BASED ON CURRENT YEAR OBSERVATIONS. THE COMPANY WOULD CONTINUE TO FAMILIARISE ITS DIRECTORS ON THE INDUSTRY, TECHNOLOGICAL AND STATUTORY DEVELOPMENTS, WHICH HAVE A BEARING ON THE COMPANY AND THE INDUSTRY, SO THAT DIRECTORS WOULD BE EFFECTIVE IN DISCHARGING THEIR EXPECTED DUTIES. THE BOARD IS OF THE OPINION THAT ALL DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS OF THE COMPANY, POSSESS REQUISITE QUALIFICATIONS, INTEGRITY, EXPERTISE AND EXPERIENCE IN THE FIELDS OF SCIENCE AND TECHNOLOGY, DIGITALISATION, STRATEGY, FINANCE, GOVERNANCE, HUMAN RESOURCES, SAFETY, SUSTAINABILITY, ETC. |