| PURSUANT TO THE PROVISIONS OF SECTION 134(3) (P) OF THE COMPANIES ACT, 2013 (“THE ACT”) AND REGULATION 17(10) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“THE SEBI LISTING REGULATIONS”), AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD IS UNDERTAKEN WHERE THE BOARD FORMALLY ASSESS ITS OWN PERFORMANCE, AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THE COMPANY HAS A STRUCTURED ASSESSMENT PROCESS, WHEREIN THE NOMINATION AND REMUNERATION COMMITTEE (“NRC”) OF THE COMPANY HAS LAID DOWN THE PROCESS FOR AN EFFECTIVE MANNER OF PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS, INCLUDING THE CHAIRMAN. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF CRITERIA, SUCH AS, BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES AND PROCEDURES, OVERSIGHT OF FINANCIAL REPORTING PROCESS INCLUDING INTERNAL CONTROLS AND AUDIT FUNCTIONS, ETHICS AND COMPLIANCE AND MONITORING ACTIVITIES, ETC. THE PERFORMANCE OF THE COMMITTEES WERE EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA, SUCH AS, COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED ON PARAMETERS AS DEFINED BY THE BOARD AND THE NRC, INTER-ALIA, SUCH AS REGULARITY, PREPARATORY, PARTICIPATION AT THE BOARD MEETINGS, TIMELY EXECUTION OF ACTION ITEMS, RECOMMENDATIONS AND THEIR PERIODIC UPDATE TO THE BOARD, EFFECTIVE AND SUCCESSFUL RELATIONSHIPS AND COMMUNICATION WITH FELLOW BOARD MEMBERS AND SENIOR MANAGEMENT, QUALITY AND VALUE OF THEIR CONTRIBUTIONS AT BOARD MEETINGS, ADHERENCE TO THE COMPANY’S POLICIES AND RESOLUTIONS, DEVOTING TIME AND EFFORT TO UNDERSTAND THE COMPANY AND ITS BUSINESS, ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON- EXECUTIVE DIRECTORS. AS AN OUTCOME OF THE PERFORMANCE EVALUATION, THE BOARD IS COMMITTED TO ENHANCE THE COMPANY’S GOVERNANCE PRACTICES AND NORMS. THE BOARD HAS THE RIGHT SET OF COMMITTEES WITH A PROPER STRUCTURE GUIDING MEMBERS TO DISCHARGE THEIR DUTIES EFFECTIVELY. THE INFORMATION AND AGENDA PROVIDED TO THE BOARD AND ITS COMMITTEES IS EFFECTIVE IN DRIVING THE AGENDA AND PROVIDES CLEAR RECOMMENDATION FOR DECISION AND ACTION. THE OVERALL OUTCOME OF THE PERFORMANCE EVALUATION WAS FOUND TO BE SATISFACTORY. |