| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS, A SYSTEM HAS BEEN PUT IN PLACE TO CARRY OUT PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. AN APPRAISAL FORMAT HAS BEEN DEVISED COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD PROCESS, CULTURE AND ACCOUNTABILITY ETC. SIMILARLY, A SEPARATE FORMAT IS ALSO FORMULATED FOR CARRYING OUT EVALUATION OF THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD, WHICH INTER-ALIA INCLUDE PARAMETERS SUC THE COMPANY FOLLOWS A STRUCTURED ASSESSMENT PROCESS TO EVALUATE THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE EVALUATION FOR THE YEAR WAS CONDUCTED BY THE BOARD IN CONSULTATION WITH THE NOMINATION AND REMUNERATION COMMITTEE (NRC), IN LINE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“SEBI LODR”). THE EVALUATION PROCESS COVERED VARIOUS PARAMETERS, INCLUDING THE STRUCTURE AND COMPOSITION OF THE BOARD, FULFILMENT OF KEY RESPONSIBILITIES, EFFECTIVENESS OF BOARD PROCESSES AND INFORMATION FLOW, FUNCTIONING OF COMMITTEES, BOARD DYNAMICS AND CULTURE, QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT, AND THE CONTRIBUTION OF INDIVIDUAL DIRECTORS BOTH DURING AND OUTSIDE BOARD/COMMITTEE MEETINGS. THE BOARD DELIBERATED ON THE FINDINGS AND RECOMMENDATIONS ARISING FROM THE EVALUATION AND RECORDED INDIVIDUAL FEEDBACK FROM DIRECTORS. THE EVALUATION NOTED THE PROFESSIONALISM AND EFFICIENCY OF THE BOARD COMMITTEES IN ADDRESSING KEY MATTERS. IT ALSO HIGHLIGHTED THE COHESIVE BOARD CULTURE, CHARACTERISED BY MUTUAL TRUST, OPENNESS, TRANSPARENCY, AND ENCOURAGEMENT OF DIVERSE PERSPECTIVES. ADDITIONALLY, THE INDEPENDENT DIRECTORS HELD SEPARATE MEETINGS TO DISCUSS COMPANY AFFAIRS AND SHARED THEIR COLLECTIVE INSIGHTS WITH THE BOARD. OVERALL, THE OUTCOME OF THE BOARD EVALUATION WAS POSITIVE, REAFFIRMING THE BOARD’S EFFECTIVENESS IN DISCHARGING ITS DUTIES AND RESPONSIBILITIES. |