| THE COMMITTEE HAS PUT IN PLACE AN EVALUATION FRAMEWORK AND CRITERIA FOR EVALUATION OF PERFORMANCE OF THE CHAIRMAN, THE BOARD, BOARD COMMITTEES AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH A PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED. THE EVALUATIONS FOR THE DIRECTORS, THE BOARD, THE BOARD COMMITTEES AND THE CHAIRMAN OF THE BOARD WERE UNDERTAKEN THROUGH CIRCULATION OF SEPARATE QUESTIONNAIRES, ONE FOR THE DIRECTORS, ONE FOR THE BOARD, ONE FOR THE BOARD COMMITTEES AND ONE FOR THE CHAIRMAN OF THE BOARD. THE PERFORMANCE OF THE BOARD WAS ASSESSED ON SELECT PARAMETERS RELATED TO ROLES, RESPONSIBILITIES AND OBLIGATIONS OF THE BOARD AND FUNCTIONING OF THE COMMITTEES INCLUDING ASSESSING THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE EVALUATION CRITERIA FOR THE DIRECTORS WAS BASED ON THEIR PARTICIPATION, CONTRIBUTION AND OFFERING GUIDANCE TO AND UNDERSTANDING OF THE AREAS WHICH WERE RELEVANT TO THEM IN THEIR CAPACITY AS MEMBERS OF THE BOARD. THE EVALUATION CRITERIA FOR THE CHAIRMAN OF THE BOARD BESIDES THE GENERAL CRITERIA ADOPTED FOR ASSESSMENT OF ALL DIRECTORS, FOCUSED INCREMENTALLY ON LEADERSHIP ABILITIES, EFFECTIVE MANAGEMENT OF MEETINGS AND PRESERVATION OF INTEREST OF STAKEHOLDERS. THE EVALUATION OF THE COMMITTEES WAS BASED ON THE ASSESSMENT OF THE COMPLIANCE WITH THE TERMS OF REFERENCE OF THE COMMITTEES. |
| THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS. YOUR BOARD HAS CONSTITUTED THE NOMINATION AND REMUNERATION COMMITTEE (HEREINAFTER REFERRED TO AS “THE COMMITTEE”), IN ORDER TO OVERSEE, INTER-ALIA, MATTERS RELATING TO: (I) IDENTIFY PERSONS WHO ARE QUALIFIED TO BECOME DIRECTORS AND PERSONS WHO CAN BE APPOINTED IN SENIOR MANAGEMENT IN ACCORDANCE WITH THE CRITERIA LAID DOWN, RECOMMEND TO THE BOARD THEIR APPOINTMENT AND REMOVAL; (II) FORMULATE THE CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR; (III) RECOMMEND TO THE BOARD A POLICY RELATING TO THE REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES; (IV) CARRY OUT EVALUATION OF EVERY DIRECTOR’S PERFORMANCE INCLUDING THAT OF INDEPENDENT DIRECTORS; AND (V) DEVISE A POLICY TO BE FOLLOWED FOR IDENTIFICATION, APPOINTMENT, REMUNERATION AND EVALUATION OF PERFORMANCE OF DIRECTORS INCLUDING COMPANY’S BOARD DIVERSITY ETC., AS APPROVED BY THE BOARD. FURTHER, THE COMPANY HAS DEVISED A POLICY, FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, BOARD AS A WHOLE, COMMITTEES OF THE BOARD AND OTHER INDIVIDUAL EXECUTIVE/ NON-EXECUTIVE DIRECTORS. THE POLICY INCLUDES CRITERIA FOR PERFORMANCE EVALUATION. THE CRITERIA ARE BASED UPON AGE, EXPERIENCE, QUALITY OF PARTICIPATION IN BOARD/ COMMITTEE PROCEEDINGS, ATTENDANCE AT MEETINGS, CONTRIBUTION BY STRATEGIC INPUTS AND OTHERS. THE CRITERIA ALONG WITH ADDITIONAL REQUIREMENTS PRESCRIBED BY SECTION 149 OF THE ACT ARE USED FOR SELECTION OF INDEPENDENT DIRECTORS. THE BOARD EVALUATED ITS PERFORMANCE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS BASED ON CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS BASED ON CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE ABOVE EVALUATIONS WERE THEN DISCUSSED AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND THE NOMINATION AND REMUNERATION COMMITTEE, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE COMPANY CARRIED OUT THE PERFORMANCE EVALUATION DURING THE YEAR UNDER REPORT. THE BOARD OF DIRECTORS EXPRESSED SATISFACTION WITH THE EVALUATION PROCESS. |
| THE COMMITTEE HAS PUT IN PLACE AN EVALUATION FRAMEWORK AND CRITERIA FOR EVALUATION OF PERFORMANCE OF THE CHAIRMAN, THE BOARD, BOARD COMMITTEES AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH A PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED. THE EVALUATIONS FOR THE DIRECTORS, THE BOARD, THE BOARD COMMITTEES AND THE CHAIRMAN OF THE BOARD WERE UNDERTAKEN THROUGH CIRCULATION OF SEPARATE QUESTIONNAIRES, ONE FOR THE DIRECTORS, ONE FOR THE BOARD, ONE FOR THE BOARD COMMITTEES AND ONE FOR THE CHAIRMAN OF THE BOARD. THE PERFORMANCE OF THE BOARD WAS ASSESSED ON SELECT PARAMETERS RELATED TO ROLES, RESPONSIBILITIES AND OBLIGATIONS OF THE BOARD AND FUNCTIONING OF THE COMMITTEES INCLUDING ASSESSING THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE EVALUATION CRITERION FOR THE DIRECTORS IS BASED ON THEIR PARTICIPATION, CONTRIBUTION AND OFFERING GUIDANCE TO AND UNDERSTANDING OF THE AREAS WHICH WERE RELEVANT TO THEM IN THEIR CAPACITY AS MEMBERS OF THE BOARD. THE EVALUATION CRITERIA FOR THE CHAIRMAN OF THE BOARD BESIDES THE GENERAL CRITERIA ADOPTED FOR ASSESSMENT OF ALL DIRECTORS, FOCUSED INCREMENTALLY ON LEADERSHIP ABILITIES, EFFECTIVE MANAGEMENT OF MEETINGS AND PRESERVATION OF INTEREST OF STAKEHOLDERS. THE EVALUATION OF THE COMMITTEES WAS BASED ON THE ASSESSMENT OF THE COMPLIANCE WITH THE TERMS OF REFERENCE OF THE COMMITTEES. |
| THE COMMITTEE HAS PUT IN PLACE AN EVALUATION FRAMEWORK AND CRITERIA FOR EVALUATION OF PERFORMANCE OF THE CHAIRMAN, THE BOARD, BOARD COMMITTEES AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH A PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED. THE EVALUATIONS FOR THE DIRECTORS, THE BOARD, THE BOARD COMMITTEES AND THE CHAIRMAN OF THE BOARD WERE UNDERTAKEN THROUGH CIRCULATION OF SEPARATE QUESTIONNAIRES, ONE FOR THE DIRECTORS, ONE FOR THE BOARD, ONE FOR THE BOARD COMMITTEES AND ONE FOR THE CHAIRMAN OF THE BOARD. THE PERFORMANCE OF THE BOARD WAS ASSESSED ON SELECT PARAMETERS RELATED TO ROLES, RESPONSIBILITIES AND OBLIGATIONS OF THE BOARD AND FUNCTIONING OF THE COMMITTEES INCLUDING ASSESSING THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE EVALUATION CRITERION FOR THE DIRECTORS IS BASED ON THEIR PARTICIPATION, CONTRIBUTION AND OFFERING GUIDANCE TO AND UNDERSTANDING OF THE AREAS WHICH WERE RELEVANT TO THEM IN THEIR CAPACITY AS MEMBERS OF THE BOARD. THE EVALUATION CRITERIA FOR THE CHAIRMAN OF THE BOARD BESIDES THE GENERAL CRITERIA ADOPTED FOR ASSESSMENT OF ALL DIRECTORS, FOCUSED INCREMENTALLY ON LEADERSHIP ABILITIES, EFFECTIVE MANAGEMENT OF MEETINGS AND PRESERVATION OF INTEREST OF STAKEHOLDERS. THE EVALUATION OF THE COMMITTEES WAS BASED ON THE ASSESSMENT OF THE COMPLIANCE WITH THE TERMS OF REFERENCE OF THE COMMITTEES. |
| THE COMMITTEE HAS PUT IN PLACE AN EVALUATION FRAMEWORK AND CRITERIA FOR EVALUATION OF PERFORMANCE OF THE CHAIRMAN, THE BOARD, BOARD COMMITTEES AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH A PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED. THE EVALUATIONS FOR THE DIRECTORS, THE BOARD, THE BOARD COMMITTEES AND THE CHAIRMAN OF THE BOARD WERE UNDERTAKEN THROUGH CIRCULATION OF SEPARATE QUESTIONNAIRES, ONE FOR THE DIRECTORS, ONE FOR THE BOARD, ONE FOR THE BOARD COMMITTEES AND ONE FOR THE CHAIRMAN OF THE BOARD. THE PERFORMANCE OF THE BOARD WAS ASSESSED ON SELECT PARAMETERS RELATED TO ROLES, RESPONSIBILITIES AND OBLIGATIONS OF THE BOARD AND FUNCTIONING OF THE COMMITTEES INCLUDING ASSESSING THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE EVALUATION CRITERIA FOR THE DIRECTORS WAS BASED ON THEIR PARTICIPATION, CONTRIBUTION AND OFFERING GUIDANCE TO AND UNDERSTANDING OF THE AREAS WHICH WERE RELEVANT TO THEM IN THEIR CAPACITY AS MEMBERS OF THE BOARD. THE EVALUATION CRITERIA FOR THE CHAIRMAN OF THE BOARD BESIDES THE GENERAL CRITERIA ADOPTED FOR ASSESSMENT OF ALL DIRECTORS, FOCUSED INCREMENTALLY ON LEADERSHIP ABILITIES, EFFECTIVE MANAGEMENT OF MEETINGS AND PRESERVATION OF INTEREST OF STAKEHOLDERS. THE EVALUATION OF THE COMMITTEES WAS BASED ON THE ASSESSMENT OF THE COMPLIANCE WITH THE TERMS OF REFERENCE OF THE COMMITTEES. |
| THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS. YOUR BOARD HAS CONSTITUTED NOMINATION AND REMUNERATION COMMITTEE (HEREINAFTER REFERRED TO AS “THE COMMITTEE”), IN ORDER TO OVERSEE, INTER-ALIA, MATTERS RELATING TO: 1. IDENTIFY PERSONS WHO ARE QUALIFIED TO BECOME DIRECTORS AND PERSONS WHO CAN BE APPOINTED IN SENIOR MANAGEMENT IN ACCORDANCE WITH THE CRITERIA LAID DOWN, RECOMMEND TO THE BOARD THEIR APPOINTMENT AND REMOVAL; 2. FORMULATE THE CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR; 3. RECOMMEND TO THE BOARD A POLICY RELATING TO THE REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES; 4. CARRY OUT EVALUATION OF EVERY DIRECTOR’S PERFORMANCE INCLUDING THAT OF INDEPENDENT DIRECTORS AND 5. DEVISE A POLICY TO BE FOLLOWED FOR IDENTIFICATION, APPOINTMENT, REMUNERATION AND EVALUATION OF PERFORMANCE OF DIRECTORS INCLUDING COMPANY’S BOARD DIVERSITY ETC., AS APPROVED BY THE BOARD. THE BOARD EVALUATED ITS PERFORMANCE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS BASED ON CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS BASED ON CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE ABOVE EVALUATIONS WERE THEN DISCUSSED AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND THE NRC, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. FURTHER, THE COMPANY HAS DEVISED A POLICY FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, BOARD AS A WHOLE, COMMITTEES OF THE BOARD AND OTHER INDIVIDUAL EXECUTIVE/ NON- EXECUTIVE DIRECTORS. THE POLICY INCLUDES CRITERIA FOR PERFORMANCE EVALUATION. THE CRITERIA ARE BASED UPON AGE, EXPERIENCE, QUALITY OF PARTICIPATION IN BOARD/ COMMITTEE PROCEEDINGS, ATTENDANCE AT MEETINGS, CONTRIBUTION BY STRATEGIC INPUTS AND OTHERS. THE CRITERIA ALONG WITH ADDITIONAL REQUIREMENTS PRESCRIBED BY SECTION 149 OF THE ACT ARE USED FOR SELECTION OF INDEPENDENT DIRECTORS. THE COMPANY CARRIED OUT THE PERFORMANCE EVALUATION DURING THE YEAR UNDER REPORT. THE BOARD OF DIRECTORS EXPRESSED SATISFACTION WITH THE EVALUATION PROCESS. |