| THE COMPANIES ACT, 2013 HAS PRESCRIBED A NEW SET OF MEETING KNOWN AS EXCLUSIVE MEETING BY INDEPENDENT DIRECTORS TO ASSIGN MORE RESPONSIBILITY AND POWER TO INDEPENDENT DIRECTORS. AS PER SCHEDULE IV OF THE COMPANIES ACT, 2013, THE INDEPENDENT DIRECTORS SHALL HOLD AT LEAST ONE MEETING IN A YEAR, WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT AND ALL SUCH DIRECTORS SHALL STRIVE TO BE PRESENT AT THE MEETING. THE INDEPENDENT DIRECTORS OF THE COMPANY HELD SUCH MEETING ON SEPTEMBER 28, 2023. AMONGST OTHER MATTERS, THEY REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, AND THE BOARD AS A WHOLE, THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS; AND ASSESS 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 COMPANIES ACT, 2013 HAS PRESCRIBED A NEW SET OF MEETING KNOWN AS EXCLUSIVE MEETING BY INDEPENDENT DIRECTORS TO ASSIGN MORE RESPONSIBILITY AND POWER TO INDEPENDENT DIRECTORS. AS PER SCHEDULE IV OF THE COMPANIES ACT, 2013, THE INDEPENDENT DIRECTORS SHALL HOLD AT LEAST ONE MEETING IN A YEAR, WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT AND ALL SUCH DIRECTORS SHALL STRIVE TO BE PRESENT AT THE MEETING. THE INDEPENDENT DIRECTORS OF THE COMPANY HELD SUCH MEETING ON SEPTEMBER 28, 2022. AMONGST OTHER MATTERS, THEY REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, AND THE BOARD AS A WHOLE, THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS; AND ASSESS 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. |
| DURING THE YEAR UNDER REVIEW, THE BOARD EVALUATED ITS PERFORMANCE AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD. THE EXERCISE WAS CARRIED OUT THROUGH A PROCESS COVERING VARIOUS ASPECTS OF THE BOARD FUNCTIONING SUCH AS COMPOSITION OF THE BOARD AND COMMITTEES, EXPERIENCE AND COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, GOVERNANCE ISSUES ETC., SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE BOARD CHAIRMAN WHO WERE EVALUATED ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION AT THE MEETINGS AND OTHERWISE, INDEPENDENT JUDGMENT, SAFEGUARDING OF MINORITY SHAREHOLDERS INTEREST ETC., THE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD AND THAT OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WERE CARRIED OUT BY THE INDEPENDENT DIRECTORS. |
| DURING THE YEAR UNDER REVIEW, THE BOARD EVALUATED ITS PERFORMANCE AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD. THE EXERCISE WAS CARRIED OUT THROUGH A PROCESS COVERING VARIOUS ASPECTS OF THE BOARD FUNCTIONING SUCH AS COMPOSITION OF THE BOARD AND COMMITTEES, EXPERIENCE AND COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, GOVERNANCE ISSUES ETC., SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE BOARD CHAIRMAN WHO WERE EVALUATED ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION AT THE MEETINGS AND OTHERWISE, INDEPENDENT JUDGMENT, SAFEGUARDING OF MINORITY SHAREHOLDERS INTEREST ETC., THE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD AND THAT OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WERE CARRIED OUT BY THE INDEPENDENT DIRECTORS. |
| DURING THE YEAR UNDER REVIEW, THE BOARD ADOPTED A FORMAL MECHANISM FOR EVALUATING ITS PERFORMANCE AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD. THE EXERCISE WAS CARRIED OUT THROUGH A STRUCTURED EVALUATION PROCESS COVERING VARIOUS ASPECTS OF THE BOARD FUNCTIONING SUCH AS COMPOSITION OF THE BOARD AND COMMITTEES, EXPERIENCE AND COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, GOVERNANCE ISSUES ETC., SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE BOARD CHAIRMAN WHO WERE EVALUATED ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION AT THE MEETINGS AND OTHERWISE, INDEPENDENT JUDGMENT, SAFEGUARDING OF MINORITY SHAREHOLDERS INTEREST ETC., THE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD AND THAT OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WERE CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. |