| IN TERMS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE COMPANY HAD LAID DOWN THE CRITERIA FOR REVIEWING THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. WHILE EVALUATING THE PERFORMANCE AND EFFECTIVENESS, THE NOMINATION AND REMUNERATION COMMITTEE INTER-ALIA CONSIDERS THE ATTENDANCE OF THE DIRECTORS AT BOARD AND COMMITTEE MEETINGS, ACQUAINTANCE WITH BUSINESS, COMMUNICATING INTER SE WITH BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, VISION AND STRATEGY ETC. IN COMPLIANCE WITH THE PROVISIONS OF THE ACT AND REGULATION 17(10) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES, AS WELL AS THAT OF EACH INDIVIDUAL DIRECTOR, A FORMAL BOARD REVIEW IS UNDERTAKEN ON AN ANNUAL BASIS. THE FOLLOWING ARE SOME OF THE BROAD PARAMETERS THAT ARE CONSIDERED IN PERFORMANCE EVALUATION QUESTIONNAIRE: L EVALUATING THE DIRECTOR’S UNDERSTANDING OF THE ORGANIZATION’S MISSION, VISION, AND STRATEGIC GOALS, AS WELL AS THEIR ABILITY TO PROVIDE STRATEGIC GUIDANCE AND DIRECTION. L ABILITY TO ACT ON A FULLY INFORMED BASIS, IN GOOD FAITH, WITH DUE DILIGENCE AND IN THE BEST INTEREST OF THE COMPANY AND THE STAKEHOLDERS. L OPTIMUM COMBINATION OF KNOWLEDGE, SKILL, EXPERIENCE AND DIVERSITY ON THE BOARD AS WELL AS ITS COMMITTEES. L RELATIONSHIPS AND EFFECTIVE COMMUNICATION AMONG THE BOARD OF DIRECTORS. L EFFECTIVENESS OF INDIVIDUAL NON-EXECUTIVE AND EXECUTIVE DIRECTORS AND COMMITTEES OF BOARD. L QUALITY OF THE DISCUSSIONS, GENERAL INFORMATION PROVIDED ON THE COMPANY AND ITS PERFORMANCE, PAPERS AND PRESENTATIONS TO THE BOARD OF DIRECTORS. L RISK MANAGEMENT AS WELL AS PROCESSES FOR IDENTIFYING AND REVIEWING RISKS. L WELL- DEFINED MANDATE AND TERMS OF REFERENCE OF COMMITTEE. L ATTENDANCE AT BOARD AS WELL AS COMMITTEE MEETINGS L PROCUREMENT OF INFORMATION, PREPARATION FOR BOARD MEETINGS AND VALUE OF CONTRIBUTION AT MEETINGS. L RELATIONSHIPS WITH FELLOW DIRECTORS, THE COMPANY SECRETARY AND SENIOR MANAGEMENT AND MUTUAL TRUST AND RESPECT THEY STIMULATED WITHIN THE BOARD. L KEEPING UPDATE WITH THE LATEST DEVELOPMENTS IN THE AREAS OF GOVERNANCE AND FINANCIAL REPORTING L WILLINGNESS TO DEVOTE TIME AND EFFORT TO UNDERSTAND THE COMPANY AND ITS BUSINESS L PROVIDING NECESSARY GUIDANCE USING THEIR KNOWLEDGE AND EXPERIENCE IN DEVELOPMENT OF CORPORATE STRATEGY, MAJOR PLANS OF ACTION, RISK POLICY, AND SETTING PERFORMANCE OBJECTIVES. • INDEPENDENCE EXERCISED IN TAKING DECISIONS, LISTENING TO VIEWS OF OTHERS AND MAINTAINING THEIR VIEWS WITH RESOLUTE ATTITUDE L ABILITY IN ASSISTING THE COMPANY IN IMPLEMENTING THE BEST CORPORATE GOVERNANCE PRACTICES. L CAPABILITY IN EXERCISING INDEPENDENT JUDGEMENT TO TASKS WHERE THERE IS POTENTIAL CONFLICT OF INTEREST L COMMITMENT IN FULFILLING THE DIRECTOR’S OBLIGATIONS FIDUCIARY RESPONSIBILITIES. L PROVIDING AN OVERALL ASSESSMENT OF THE BOARD MEMBER’S CONTRIBUTION TO THE EFFECTIVENESS OF THE BOARD IN FULFILLING ITS GOVERNANCE RESPONSIBILITIES AND ADVANCING THE ORGANIZATION’S MISSION AND OBJECTIVES. THE BOARD OF DIRECTORS WERE SATISFIED WITH THE EVALUATION PROCESS AND OUTCOME. THE BOARD COMMITTEES WERE ALSO FOUND TO BE EFFECTIVE IN TERMS OF ITS COMPOSITION, FUNCTIONING AND CONTRIBUTION. THE EVALUATION PROCESS ACKNOWLEDGED THAT THE BOARD OF DIRECTORS HAVE SPENT SUFFICIENT TIME ON FUTURE BUSINESS STRATEGIES AND OTHER LONG-TERM AND SHORT- TERM GROWTH PLANS, OPERATIONAL MATTERS INCLUDING REVIEW OF BUSINESS AND FUNCTIONAL UPDATES, FINANCIAL RESULTS AND OTHER REGULATORY APPROVALS, GOVERNANCE MATTERS AND INTERNAL CONTROLS. |