| PURSUANT TO THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, THE BOARD CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY, AS WELL AS THE EVALUATION OF THE WORKING OF ITS VARIOUS COMMITTEES AS PER THE EVALUATION FRAMEWORK ADOPTED BY THE BOARD ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE. STRUCTURED ASSESSMENT FORMS WERE USED IN THE OVERALL BOARD EVALUATION COMPRISING KEY ASPECTS OF THE BOARD’S FUNCTIONING INCLUDING ITS STRUCTURE, COMPOSITION, EFFECTIVENESS, MEETING CADENCE, QUALITY OF DISCUSSIONS, STRATEGIC OVERSIGHTS, GOVERNANCE PRACTICES, FINANCIAL REPORTING, INTEGRITY, INTERNAL CONTROL MECHANISMS, AND RISK MANAGEMENT PRACTICES. THE EVALUATION OF THE COMMITTEES WAS BASED ON THEIR TERMS OF REFERENCE FIXED BY THE BOARD BESIDES PARAMETERS SUCH AS THE FREQUENCY OF MEETINGS, QUALITY OF DELIBERATIONS, AND EFFECTIVENESS IN DISCHARGING RESPONSIBILITIES, THUS MAKING A MEANINGFUL CONTRIBUTION. THE EVALUATION PROCESS IS CARRIED ANNUALLY BY MEANS OF A STRUCTURED QUESTIONNAIRE TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON PARAMETERS SUCH AS THEIR LEVEL OF ENGAGEMENT AND CONTRIBUTION, OBJECTIVE JUDGEMENT ETC. THE MANAGING DIRECTOR’S EVALUATION IS BASED ON ATTRIBUTES SUCH AS LEADERSHIP QUALITIES, STRATEGIC PLANNING, COMMUNICATION, ENGAGEMENT WITH THE BOARD ETC. THE CHAIRMAN IS EVALUATED BASED ON THE KEY ASPECTS OF HIS ROLE WHICH INCLUDED LEADERSHIP, ABILITY TO FACILITATE EFFECTIVE BOARD DISCUSSIONS, AND OVERALL GOVERNANCE CONTRIBUTION. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE CHAIRMAN, THE BOARD AS A WHOLE AND THE NON- INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS AT A SEPARATE MEETING HELD DURING THE YEAR.THE BOARD EVALUATION IS A SECURED, PAPERLESS PROCESS CONDUCTED IN A CONFIDENTIAL MANNER, IN LINE WITH THE COMPANY’S DIGITAL GOVERNANCE PRACTICES. THE BOARD MEMBERS WERE SATISFIED WITH THE WAY OF THE BOARD’S FUNCTIONING, EXPERIENCE, DIVERSITY, EXPERTISE AND ITS ENGAGEMENT WITH THE MANAGEMENT. THE BOARD COMMITTEES WERE ALSO FOUND TO BE EFFECTIVE IN TERMS OF ITS COMPOSITION, FUNCTIONING AND CONTRIBUTION. |