THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS INCLUDING CHAIRMAN OF THE COMPANY, BOARD AS A WHOLE AND ITS COMMITTEES THEREOF PURSUANT TO THE PROVISIONS OF COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. • PERFORMANCE EVALUATION CRITERIA IS DETERMINED BY THE NOMINATION AND REMUNERATION COMMITTEE. • A STRUCTURED QUESTIONNAIRE WAS PREPARED TO EVALUATE THE PERFORMANCE AFTER SEEKING INPUTS FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, AND GOVERNANCE. • A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION AT MEETINGS, INDEPENDENCE, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS ETC. • THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD (EXCLUDING THE DIRECTOR BEING EVALUATED), AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE EFFECTIVENESS AND CONTRIBUTION OF THE INDEPENDENT DIRECTORS. THE PROCESS AND CRITERIA EVALUATION OF PERFORMANCE OF INDEPENDENT DIRECTORS IS EXPLAINED IN CORPORATE GOVERNANCE REPORT WHICH FORMS PART OF THE ANNUAL REPORT. • IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, AND THE PERFORMANCE OF THE CHAIRMAN WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE INDEPENDENT DIRECTORS ALSO ASSESSED THE QUALITY, FREQUENCY, AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE BOARD AND THE MANAGEMENT THAT IS NECESSARY FOR EFFECTIVE PERFORMANCE. • THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS BASED ON CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |