| PURSUANT TO THE PROVISIONS OF THE ACT, SCHEDULE IV THERETO AND THE APPLICABLE PROVISIONS OF THE LISTING REGULATIONS, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS, WAS UNDERTAKEN DURING THE FINANCIAL YEAR. THE NOMINATION AND REMUNERATION COMMITTEE HAD FORMULATED THE CRITERIA AND FRAMEWORK FOR THE PERFORMANCE EVALUATION EXERCISE. THE EVALUATION WAS CARRIED OUT THROUGH STRUCTURED QUESTIONNAIRES COVERING VARIOUS ASPECTS OF THE FUNCTIONING AND PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING, INTER ALIA, BOARD COMPOSITION, EFFECTIVENESS OF BOARD PROCESSES, STRATEGIC GUIDANCE, GOVERNANCE PRACTICES, PARTICIPATION IN MEETINGS, QUALITY OF DELIBERATIONS, CONTRIBUTION TO DECISION-MAKING, OVERSIGHT OF RISK MANAGEMENT AND COMPLIANCE, AND DISCHARGE OF FIDUCIARY RESPONSIBILITIES. THE PERFORMANCE OF THE BOARD AS A WHOLE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, WAS EVALUATED AFTER CONSIDERING THE FEEDBACK RECEIVED FROM THE DIRECTORS. WHILE EVALUATING THE PERFORMANCE OF THE EXECUTIVE DIRECTORS, DUE CONSIDERATION WAS GIVEN TO THE VIEWS AND FEEDBACK RECEIVED FROM THE NON-EXECUTIVE INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED, AND INCLUDED AN ASSESSMENT OF THEIR PERFORMANCE AS WELL AS FULFILMENT OF THE CRITERIA OF INDEPENDENCE AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THE EVALUATION WAS BASED ON VARIOUS PARAMETERS INCLUDING ATTENDANCE AND PARTICIPATION IN BOARD AND COMMITTEE MEETINGS, QUALITY OF CONTRIBUTION TO DELIBERATIONS, STRATEGIC GUIDANCE, EXERCISE OF INDEPENDENT JUDGMENT, SAFEGUARDING OF STAKEHOLDER INTERESTS, OVERSIGHT OF GOVERNANCE, RISK MANAGEMENT AND COMPLIANCE MATTERS, ADHERENCE TO THE CODE FOR INDEPENDENT DIRECTORS AND FULFILMENT OF THE INDEPENDENCE CRITERIA PRESCRIBED UNDER THE ACT AND THE LISTING REGULATIONS. IN ACCORDANCE WITH SCHEDULE IV TO THE ACT AND THE LISTING REGULATIONS, THE INDEPENDENT DIRECTORS MET SEPARATELY WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF MANAGEMENT AND REVIEWED THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. BASED ON THE OUTCOME OF THE EVALUATION PROCESS, THE BOARD WAS OF THE VIEW THAT IT AND ITS COMMITTEES WERE FUNCTIONING EFFECTIVELY AND THAT THE DIRECTORS CONTINUED TO MAKE VALUABLE CONTRIBUTIONS TOWARDS THE GOVERNANCE, OVERSIGHT AND STRATEGIC DIRECTION OF THE COMPANY. ACCORDINGLY, THE OVERALL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS SATISFACTORY. |