| PERFORMANCE EVALUATION IS INTEGRAL TO ENHANCING THE EFFECTIVENESS OF THE BOARD AND ITS DIRECTORS, OFFERING BENEFITS TO BOTH INDIVIDUALS AND THE COMPANY AS A WHOLE. IN ACCORDANCE WITH THE PROVISIONS OF THE ACT, THE BOARD OF DIRECTORS CONDUCTED AN ANNUAL PERFORMANCE EVALUATION OF THE PERFORMANCE OF BOARD AS A WHOLE, ITS COMMITTEES, INDIVIDUAL DIRECTORS AND CHAIRMAN OF THE BOARD. THE EVALUATION OF THE BOARD ENCOMPASSED CRITERIA SUCH AS THE COMPOSITION AND ROLE OF THE BOARD, COMMUNICATION AND RELATIONSHIPS WITHIN THE BOARD, FUNCTIONING OF BOARD COMMITTEES AND PROCESSES, CONDUCT OF MEETINGS, REVIEW OF EXECUTIVE DIRECTORS’ PERFORMANCE, CONTRIBUTION OF BOARD MEMBERS TO CORPORATE GOVERNANCE, SUCCESSION PLANNING, AND STRATEGIC INITIATIVES. SIMILARLY, THE EVALUATION OF COMMITTEES FOCUSED ON THEIR INDEPENDENCE, CONDUCT OF MEETINGS, FREQUENCY AND QUALITY OF DISCUSSIONS, EFFECTIVENESS IN PROVIDING RECOMMENDATIONS TO THE BOARD, AND CONTRIBUTIONS TOWARDS GOVERNANCE AND STRATEGIC DIRECTION. INDIVIDUAL DIRECTORS WERE EVALUATED BASED ON THEIR PARTICIPATION AND CONTRIBUTIONS IN BOARD AND COMMITTEE MEETINGS, REPRESENTATION OF SHAREHOLDER INTERESTS, ENHANCEMENT OF SHAREHOLDER VALUE, EXPERTISE IN PROVIDING STRATEGIC GUIDANCE, RISK OVERSIGHT, AND UNDERSTANDING OF THE COMPANY’S BUSINESS STRATEGY. THE PERFORMANCE OF CHAIRMAN OF THE COMPANY AND MANAGING DIRECTOR WAS ALSO EVALUATED AT THE ADDITIONAL PARAMETERS LIKE COMPETENCE, EFFECTIVE LEADERSHIP AND ABILITY TO STEER THE MEETINGS. PURSUANT TO THE PROVISIONS OF THE ACT READ WITH RULES MADE THEREUNDER AND AS PROVIDED IN SCHEDULE IV TO THE ACT AND APPLICABLE REGULATIONS OF LISTING REGULATIONS, THE NOMINATION AND REMUNERATION COMMITTEE HAS CARRIED OUT AN ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND ITS COMMITTEES AND OF THE DIRECTORS INDIVIDUALLY AND THE FINDINGS WERE THEREAFTER SHARED WITH THE BOARD MEMBERS AS WELL AS THE CHAIRMAN OF THE COMPANY. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED BY THE INDEPENDENT DIRECTORS. THE BOARD OF DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |