| PURSUANT TO THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS, THE BOARD OF DIRECTORS ADOPTED A FORMAL MECHANISM FOR EVALUATING ITS PERFORMANCE AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRPERSON OF THE BOARD. THE EVALUATION WAS CONDUCTED USING A STRUCTURED QUESTIONNAIRE THAT COVERED VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES. THE BOARD EXPRESSED SATISFACTION WITH THE OVERALL FUNCTIONING OF THE BOARD AND ITS COMMITTEES BASED ON THE EVALUATION RESULTS. TO FAMILIARIZE INDEPENDENT DIRECTORS WITH THE COMPANY, ITS STAKEHOLDERS, LEADERSHIP TEAM, SENIOR MANAGEMENT, OPERATIONS, POLICIES AND INDUSTRY LANDSCAPE, A FAMILIARISATION PROGRAM IS CONDUCTED. THE PROGRAM AIMS TO PROVIDE AN INSIGHT AND UNDERSTANDING OF THE COMPANY’S BUSINESS. INDEPENDENT DIRECTORS ARE INFORMED ABOUT THEIR ROLES, RIGHTS, AND RESPONSIBILITIES THROUGH A FORMAL LETTER OF APPOINTMENT AT THE TIME OF THEIR APPOINTMENT OR RE-APPOINTMENT.A FORMAL EVALUATION FRAMEWORK IS IN PLACE FOR THE EVALUATION OF THE BOARD’S PERFORMANCE, THE PERFORMANCE OF ITS COMMITTEES, AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD, IN COMPLIANCE WITH THE PROVISIONS OF THE ACT AND THE SEBI LISTING REGULATIONS. AS PER THE EVALUATION FRAMEWORK, EVALUATION FORMS ARE CIRCULATED SEPARATELY TO EVALUATE THE BOARD AND ITS COMMITTEES, INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS, EXECUTIVE DIRECTORS, AND THE CHAIRMAN OF THE COMPANY. THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS, IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS. THE BOARD IN CONSULTATION WITH THE NOMINATION AND REMUNERATION COMMITTEE, HAS LAID DOWN THE EVALUATION CRITERIA FOR ASSESSING THE PERFORMANCE OF THE CHAIRMAN, THE BOARD, BOARD COMMITTEES, AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH A PEER EVALUATION PROCESS, EXCLUDING THE DIRECTOR BEING EVALUATED. THE EVALUATION OF THE BOARD WAS BASED ON CRITERIA INCLUDING BOARD COMPOSITION, QUALITY AND STRUCTURE, CONDUCTING OF MEETINGS AND PROCEDURES, FUNCTIONING, RISK MANAGEMENT, BOARD DEVELOPMENT, ROLES, RESPONSIBILITIES AND OBLIGATIONS OF THE BOARD, RELEVANCE OF BOARD DISCUSSIONS, ATTENTION TO STRATEGIC ISSUES, PERFORMANCE IN KEY AREAS, PROVIDING FEEDBACK TO EXECUTIVE MANAGEMENT AND ASSESSING THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD NECESSARY FOR THE EFFECTIVE DISCHARGE OF ITS DUTIES. THE PERFORMANCE OF THE COMMITTEES IS EVALUATED ON PARAMETERS SUCH AS COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS ETC. INDEPENDENT DIRECTORS WERE EVALUATED BASED ON KNOWLEDGE AND SKILL, INDEPENDENCE, MANAGING RELATIONSHIPS, PARTICIPATION, DECISION-MAKING CAPACITY, STRATEGIC PERSPECTIVE, CHAIRMANSHIP OF COMMITTEES, ATTENDANCE, AND PREPAREDNESS FOR THE MEETINGS ETC. THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND THE COMMITTEES OF THE BOARD WERE EVALUATED BY INDEPENDENT DIRECTORS IN A SEPARATE MEETING. THE INDEPENDENT DIRECTORS ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN OF YOUR COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE CRITERIA USED FOR EVALUATION WERE BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. |