IN ACCORDANCE WITH THE COMPANIES ACT, 2013, THE SEBI GUIDANCE NOTE ON BOARD EVALUATION ISSUED (VIA SEBI MASTER CIRCULAR DATED JULY 11, 2023) AND THE RELEVANT PROVISIONS OF THE SEBI LISTING REGULATIONS, 2015, THE INDEPENDENT DIRECTORS CONDUCTED AN ANNUAL EVALUATION OF THE BOARD AND ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THE EVALUATION PROCESS INVOLVED A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS AND AN ASSESSMENT BY THE BOARD AS A WHOLE. THE BOARD ASSESSED THE EFFECTIVENESS OF ITS FUNCTIONING, THE COMMITTEES’ PERFORMANCE, AND THE INDIVIDUAL DIRECTORS’ CONTRIBUTIONS BASED ON FEEDBACK GATHERED FROM DIRECTORS AND COMMITTEE MEMBERS. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CONDUCTED ON THE BOARD MEETING HELD ON MAY 06, 2024, EXCLUDING THE DIRECTOR BEING EVALUATED. A DEDICATED MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON APRIL 15, 2024, TO REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE OVERALL FUNCTIONING OF THE BOARD AND ITS COMMITTEES. THE CRITERIA FOR PERFORMANCE EVALUATION WERE BROADLY BASED ON THE SEBI GUIDANCE NOTE ON BOARD EVALUATION, ENCOMPASSING ASPECTS SUCH AS COMMITTEE STRUCTURE AND COMPOSITION, EFFECTIVENESS OF COMMITTEE MEETINGS, AND OTHER GOVERNANCE PARAMETERS. THE PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES FOCUSED ON VARIOUS FACTORS, INCLUDING THEIR FUNCTIONS, RESPONSIBILITIES, COMPETENCIES, STRATEGY, OVERSIGHT TONE AT THE TOP, RISK IDENTIFICATION AND CONTROL, DIVERSITY, AND NATURE OF THE BUSINESS. A COMPREHENSIVE QUESTIONNAIRE WERE CIRCULATED TO THE INDEPENDENT DIRECTORS, COVERING MULTIPLE ASPECTS OF THE BOARD’S FUNCTIONING, ORGANIZATION CULTURE,DISCHARGE OF DUTIES, PROFESSIONAL OBLIGATIONS, AND GOVERNANCE STANDARDS. THE QUESTIONNAIRE AIMED TO ASSESS DIRECTORS’ KNOWLEDGE, INDEPENDENCE IN DECISION-MAKING, INVOLVEMENT IN BUSINESS PLANNING, CONSTRUCTIVE ENGAGEMENT WITH COLLEAGUES, AND UNDERSTANDING OF THE COMPANY’S RISK PROFILE. ADDITIONALLY, THE CHAIRMAN OF THE BOARD AND/ OR COMMITTEE WAS EVALUATED BASED ON LEADERSHIP, COORDINATION, AND STEERING CAPABILITIES. THE NOMINATION & REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS, TAKING INTO ACCOUNT THEIR CONTRIBUTIONS AS MEMBERS OF THE BOARD AND ITS COMMITTEES. THE COMMITTEE ALSO DETERMINED THE QUANTUM OF PROFIT-BASED COMMISSION PAYABLE TO DIRECTORS BASED ON THEIR INDIVIDUAL PERFORMANCE AND CONTRIBUTION. THESE EVALUATION PROCESSES ENSURE THAT THE BOARD OPERATES EFFECTIVELY, INDIVIDUAL DIRECTORS CONTRIBUTES SIGNIFICANTLY, AND APPROPRIATE REMUNERATION IS PROVIDED BASED ON PERFORMANCE. |