| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE APPLICABLE PROVISIONS OF THE LISTING REGULATIONS, THE ANNUAL PERFORMANCE EVALUATION WAS CARRIED OUT FOR THE FINANCIAL YEAR 2024-25 BY THE BOARD IN RESPECT OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS AUDIT, NOMINATION AND REMUNERATION, STAKEHOLDERS’ RELATIONSHIP AND RISK MANAGEMENT COMMITTEE. THE NOMINATION AND REMUNERATION COMMITTEE (NRC) HAS DEFINED THE EVALUATION CRITERIA, PROCEDURE, AND TIME SCHEDULE FOR THE PERFORMANCE EVALUATION PROCESS FOR THE BOARD, ITS COMMITTEES AND DIRECTORS. THE CRITERIA FOR BOARD EVALUATION INCLUDE INTER-ALIA, STRUCTURE OF THE BOARD, QUALIFICATIONS, EXPERIENCE AND COMPETENCY OF DIRECTORS, DIVERSITY IN BOARD AND PROCESS OF APPOINTMENT; MEETINGS OF THE BOARD, INCLUDING REGULARITY AND FREQUENCY, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION; FUNCTIONS OF THE BOARD, INCLUDING STRATEGY AND PERFORMANCE EVALUATION, CORPORATE CULTURE AND VALUES, GOVERNANCE AND COMPLIANCE, EVALUATION OF RISKS, GRIEVANCE REDRESSAL FOR INVESTORS, STAKEHOLDER VALUE AND RESPONSIBILITY, CONFLICT OF INTEREST, REVIEW OF BOARD EVALUATION AND FACILITATING INDEPENDENT DIRECTORS TO PERFORM THEIR ROLE EFFECTIVELY; EVALUATION OF MANAGEMENT’S PERFORMANCE AND FEEDBACK, INDEPENDENCE OF MANAGEMENT FROM THE BOARD, ACCESS OF BOARD AND MANAGEMENT TO EACH OTHER, SUCCESSION PLAN AND PROFESSIONAL DEVELOPMENT; DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING AND QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT.CRITERIA FOR EVALUATION OF INDIVIDUAL DIRECTORS INCLUDE ASPECTS SUCH AS PROFESSIONAL QUALIFICATIONS, PRIOR EXPERIENCE, ESPECIALLY EXPERIENCE RELEVANT TO THE COMPANY, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, AVAILABILITY AND ATTENDANCE, COMMITMENT, CONTRIBUTION, INTEGRITY, INDEPENDENCE, AND GUIDANCE/ SUPPORT TO MANAGEMENT OUTSIDE BOARD/ COMMITTEE MEETINGS. CRITERIA FOR EVALUATION OF THE COMMITTEES OF THE BOARD INCLUDE MANDATE OF THE COMMITTEE AND COMPOSITION; EFFECTIVENESS OF THE COMMITTEE; STRUCTURE OF THE COMMITTEE; REGULARITY AND FREQUENCY OF MEETINGS, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION; INDEPENDENCE OF THE COMMITTEE FROM THE BOARD; CONTRIBUTION TO DECISIONS OF THE BOARD; EFFECTIVENESS OF MEETINGS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND MANAGEMENT. A STRUCTURED QUESTIONNAIRE COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE WAS PREPARED AFTER TAKING INTO CONSIDERATION THE GUIDANCE NOTE ISSUED BY SEBI VIDE CIRCULAR NO. CMD/CIR/P/2017/004 DATED 05.01.2017. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS ALSO REVIEWED AND EVALUATED BY THE ENTIRE BOARD AND IN SUCH EXERCISE, THE DIRECTOR CONCERNED WHOSE PERFORMANCE WAS BEING EVALUATED, DID NOT PARTICIPATE. THE CRITERIA USED FOR EVALUATION WERE, THE PERFORMANCE OF EACH DIRECTOR AS EVIDENCED BY THE LEVEL OF PARTICIPATION IN THE AFFAIRS OF THE COMPANY, GAUGED BY THE INPUTS/ SUGGESTIONS RECEIVED FROM SUCH A DIRECTOR AND AS TO WHETHER THE CONCERNED DIRECTOR FULFILLED EACH OF THE CRITERIA FOR INDEPENDENCE, LAID DOWN IN LAW. |