| AS REQUIRED UNDER THE ACT AND LISTING REGULATIONS, THE BOARD HAS CARRIED OUT FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF 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 ON THE BASIS OF 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 5TH JANUARY 2017. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED, CONSIDERING THE VIEWS OF MANAGING DIRECTOR AND NON-EXECUTIVE DIRECTORS. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF NOMINATION, HR AND REMUNERATION COMMITTEE, 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. BASED ON INPUTS RECEIVED FROM THE BOARD MEMBERS, IT EMERGED THAT THE BOARD HAD A GOOD MIX OF COMPETENCY, EXPERIENCE, QUALIFICATIONS AND DIVERSITY. EACH BOARD MEMBER CONTRIBUTED IN HIS/HER OWN MANNER TO THE COLLECTIVE WISDOM OF THE BOARD, KEEPING IN MIND HIS/HER OWN BACKGROUND AND EXPERIENCE.THERE WAS ACTIVE PARTICIPATION, AND ADEQUATE TIME WAS GIVEN FOR DISCUSSING STRATEGY. OVERALL, THE BOARD WAS FUNCTIONING VERY WELL IN A COHESIVE AND INTERACTIVE MANNER. |