| THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES TOWARDS STAKEHOLDERS (BY WAY OF MONITORING CORPORATE GOVERNANCE PRACTICES, PARTICIPATION IN THE LONG-TERM STRATEGIC PLANNING, ETC.); EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC.; EXTENT OF CO-ORDINATION AND COHESIVENESS BETWEEN THE BOARD AND ITS COMMITTEES; AND QUALITY OF RELATIONSHIP BETWEEN BOARD MEMBERS AND THE MANAGEMENT. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) ON JANUARY 5, 2017. 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, TAKING INTO ACCOUNT THE VIEWS OF NON-EXECUTIVE DIRECTORS. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF NRC, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE EVALUATION PROCESS REAFFIRMED THE BOARD'S CONFIDENCE IN THE COMPANY'S ETHICAL STANDARDS, THE COHESIVENESS AMONG BOARD MEMBERS, THE ADAPTABILITY OF THE BOARD AND MANAGEMENT IN ADDRESSING CHALLENGES, AND THE MANAGEMENT'S OPENNESS IN SHARING STRATEGIC INFORMATION WITH THE BOARD.THE OVERALL OUTCOME OF THE BOARD EVALUATION PROCESS WAS POSITIVE AND THE DIRECTORS EXPRESSED SATISFACTION WITH THE PERFORMANCE AND EFFECTIVENESS OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. |