| IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE ACT AND LISTING REGULATIONS, THE EVALUATION OF THE BOARD AS A WHOLE, COMMITTEES AND ALL THE DIRECTORS WAS CONDUCTED, AS PER THE INTERNALLY DESIGNED EVALUATION PROCESS APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE EVALUATION TESTED KEY AREAS OF THE BOARD’S WORK INCLUDING STRATEGY, BUSINESS PERFORMANCE, RISK AND GOVERNANCE PROCESSES. THE EVALUATION CONSIDERS THE BALANCE OF SKILLS, EXPERIENCE, INDEPENDENCE AND KNOWLEDGE OF THE MANAGEMENT AND THE BOARD, ITS OVERALL DIVERSITY, AND ANALYSIS OF THE BOARD AND ITS DIRECTORS’ FUNCTIONING. EVALUATION TECHNIQUE • THE EVALUATION METHODOLOGY INVOLVES COMPLETION OF QUESTIONNAIRES CONSISTING OF CERTAIN PARAMETERS SUCH AS EVALUATION FACTOR, RATINGS AND COMMENTS, IF ANY.• THE PERFORMANCE OF ENTIRE BOARD IS EVALUATED BY ALL THE DIRECTORS BASED ON BOARD COMPOSITION AND QUALITY, BOARD MEETINGS AND PROCEDURES, BOARD DEVELOPMENT, BOARD STRATEGY AND RISK MANAGEMENT ETC. • THE PERFORMANCE OF THE MANAGING DIRECTOR AND EXECUTIVE DIRECTORS IS EVALUATED BY ALL THE BOARD MEMBERS BASED ON FACTORS SUCH AS LEADERSHIP, STRATEGY FORMULATION, STRATEGY EXECUTION, EXTERNAL RELATIONS ETC. • THE PERFORMANCE OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT DIRECTORS IS EVALUATED BY OTHER BOARD MEMBERS BASED ON CRITERIA LIKE MANAGING RELATIONSHIP, KNOWLEDGE AND SKILL, PERSONAL ATTRIBUTES, INDEPENDENCE FROM THE MANAGEMENT ETC. • IT ALSO INVOLVES SELF-ASSESSMENT BY ALL THE DIRECTORS AND EVALUATION OF COMMITTEES OF BOARD BASED ON KNOWLEDGE, DILIGENCE AND PARTICIPATION, LEADERSHIP TEAM AND MANAGEMENT RELATIONS, COMMITTEE MEETINGS AND PROCEDURES RESPECTIVELY. • FURTHER, THE ASSESSMENT OF CHAIRMAN’S PERFORMANCE IS DONE BY EACH BOARD MEMBER ON SIMILAR QUALITATIVE PARAMETERS.THE FEEDBACK OF THE EVALUATION EXERCISE AND INPUTS OF DIRECTORS WERE COLLATED AND PRESENTED TO THE BOARD AND AN ACTION PLAN TO FURTHER IMPROVE THE EFFECTIVENESS AND EFFICIENCY OF THE BOARD AND COMMITTEES IS PLACED. THE BOARD AS A WHOLE TOGETHER WITH EACH OF ITS COMMITTEES WERE WORKING EFFECTIVELY IN PERFORMANCE OF ITS KEY FUNCTIONS- PROVIDING STRATEGIC GUIDANCE TO THE COMPANY, REVIEWING AND GUIDING BUSINESS PLANS, ENSURING EFFECTIVE MONITORING OF THE MANAGEMENT AND OVERSEEING RISK MANAGEMENT FUNCTION. THE BOARD IS KEPT WELL INFORMED AT ALL TIMES THROUGH REGULAR COMMUNICATION AND MEETS ONCE PER QUARTER AND MORE OFTEN AS AND WHEN THE NEED ARISES. COMPREHENSIVE AGENDAS ARE SENT TO ALL THE BOARD MEMBERS WELL IN ADVANCE TO HELP THEM PREPARE AND ENSURE THE MEETINGS ARE PRODUCTIVE. THE COMPANY MAKES CONSISTENT EFFORTS TO FAMILIARIZE THE BOARD WITH THE OVERALL BUSINESS PERFORMANCE COVERING ALL BUSINESS VERTICALS, PRODUCT CATEGORY AND CORPORATE FUNCTION FROM TIME TO TIME. THE PERFORMANCE OF THE CHAIRMAN WAS EVALUATED SATISFACTORY IN THE EFFECTIVE AND EFFICIENT DISCHARGE OF HIS ROLE AND RESPONSIBILITIES FOR THE DAY-TO-DAY MANAGEMENT OF THE BUSINESS, WITH REFERENCE TO THE STRATEGY AND LONG TERM OBJECTIVES. THE EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS PROVIDED ENTREPRENEURIAL LEADERSHIP TO THE COMPANY WITHIN A FRAMEWORK OF PRUDENT AND EFFECTIVE CONTROLS, WITH A BALANCED FOCUS ON POLICY FORMULATION AND DEVELOPMENT OF OPERATIONAL PROCEDURES. IT WAS ACKNOWLEDGED THAT THE MANAGEMENT ACCORDED SUFFICIENT INSIGHT TO THE BOARD IN KEEPING IT UP-TO-DATE WITH KEY BUSINESS DEVELOPMENTS WHICH WAS ESSENTIAL FOR EACH OF THE INDIVIDUAL DIRECTORS TO MAINTAIN AND ENHANCE THEIR EFFECTIVENESS. |