| AS REQUIRED UNDER SECTION 134 (3) (P) OF THE COMPANIES ACT, 2013, AND REGULATION 17 (10) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. EVALUATION OF THE BOARD AND ITS COMMITTEES IS BASED ON VARIOUS ASPECTS OF THEIR FUNCTIONING, SUCH AS ADEQUACY OF THE CONSTITUTION AND COMPOSITION OF THE BOARD AND ITS COMMITTEES, MATTERS ADDRESSED IN THE MEETINGS, PROCESSES FOLLOWED AT THE MEETING, BOARD’S FOCUS, REGULATORY COMPLIANCES AND CORPORATE GOVERNANCE, ETC., ARE IN PLACE. SIMILARLY, FOR EVALUATION OF INDIVIDUAL DIRECTOR’S PERFORMANCE, VARIOUS PARAMETERS LIKE DIRECTOR‘S PROFILE, CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, REGULATORY COMPLIANCES AND GOVERNANCE, ETC., ARE CONSIDERED. FURTHER, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL DIRECTORS. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS. AS REQUIRED UNDER REGULATION 17(10) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015, THE BOARD ASSESSED THE PERFORMANCE OF THE INDEPENDENT DIRECTORS, INDIVIDUALLY AND COLLECTIVELY AS PER THE CRITERIA LAID DOWN AND ON AN OVERALL ASSESSMENT, THE PERFORMANCE OF INDEPENDENT DIRECTORS WAS FOUND NOTEWORTHY. THE BOARD HAS THEREFORE RECOMMENDED THE CONTINUANCES OF THE INDEPENDENT DIRECTORS ON THE BOARD OF THE COMPANY. THE BOARD HAS EVALUATED THE PERFORMANCE OF THE INDEPENDENT DIRECTORS ON THE PARAMETERS SUCH AS QUALIFICATION, KNOWLEDGE, EXPERIENCE, INITIATE, ATTENDANCE, CONCERNS FOR THE STAKEHOLDERS, LEADERSHIP, TEAM WORK ATTRIBUTES, EFFECTIVE INTERACTION, WILLING TO SPEAK UP, HIGH GOVERNANCE STANDARD, INTEGRITY, RELATIONSHIP WITH MANAGEMENT, INDEPENDENT VIEWS AND JUDGEMENT. FURTHER, THE BOARD AND EACH OF THE DIRECTORS HAD EVALUATED THE PERFORMANCE OF EACH INDIVIDUAL DIRECTOR ON THE BASIS OF ABOVE CRITERION. THE BOARD OF DIRECTORS ASSESSED THE PERFORMANCE OF THE BOARD AS WHOLE AND COMMITTEES OF THE COMPANY BASED ON THE PARAMETERS WHICH AMONGST OTHER INCLUDED STRUCTURE OF THE BOARD, INCLUDING QUALIFICATION, EXPECTANCE AND COMPETENCY OF THE DIRECTORS, DIVERSITY OF THE BOARD AND PROCESS OF APPOINTMENT; MEETING OF THE BOARD, INCLUDING REGULARITY AND FREQUENCY, AGENDA, DISCUSSION AND DISSENT, RECORDING OF THE MINUTES, FUNCTIONS OF THE BOARD, INCLUDING STRATEGY AND PERFORMANCE VALUATION, CORPORATE CULTURE AND VALUE, EVALUATION OF RISKS, SUCCESSION PLAN, FOCUS ON THE SHAREHOLDERS’ VALUE CREATION, EFFECTIVENESS OF BOARD PROCESS, GOVERNANCE AND COMPLIANCE AND MEANING FULL COMMUNICATION, HIGH GOVERNANCE STANDARD, KNOWLEDGE OF BUSINESS, OPENNESS DISCUSSION/INTEGRITY AND INFORMATION AND FUNCTIONING AND QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT. THE NOMINATION AND REMUNERATION COMMITTEE & AUDIT COMMITTEE HAS ALSO REVIEWED AND CONSIDERED THE COLLECTIVE FEEDBACK OF THE WHOLE OF EVALUATION PROCESS. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS WHICH REFLECTED THE OVERALL MANAGEMENT AND EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES. |