| THE BOARD OF DIRECTORS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS.THE PERFORMANCE OF THE BOARD, THE COMMITTEES, INDIVIDUAL DIRECTORS AND THE CHAIRMAN WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS THROUGH A QUESTIONNAIRE WHEREIN THE DIRECTORS EVALUATED THE PERFORMANCE ON A SCALE OF ONE TO FIVE BASED ON THE FOLLOWING CRITERIA: A) CRITERIA FOR BOARD PERFORMANCE EVALUATION INCLUDES DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, BOARD STRUCTURE AND COMPOSITION, ESTABLISHMENT, AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, BOARD CULTURE AND DYNAMICS, QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT. B) CRITERIA FOR COMMITTEE PERFORMANCE EVALUATION INCLUDES DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, THE ADEQUACY OF COMMITTEE COMPOSITION, THE EFFECTIVENESS OF MEETINGS, COMMITTEE DYNAMICS, QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD, AND THE MANAGEMENT. C) CRITERIA FOR PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS INCLUDE FULFILMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN THE LISTING REGULATIONS AND THEIR INDEPENDENCE FROM THE MANAGEMENT, ATTENDANCE, CONTRIBUTION AT MEETINGS, GUIDANCE, AND SUPPORT FOR MANAGEMENT OUTSIDE BOARD/COMMITTEE MEETINGS. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. DR. NARENDRA DAMODAR JADHAV, CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE (“NRC”), WAS NOMINATED FOR CONDUCTING ONE-ON-ONE DISCUSSIONS WITH THE DIRECTORS TO SEEK THEIR FEEDBACK ON THE BOARD AND OTHER DIRECTORS. THE NRC ALSO REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE PERFORMANCE OF THE BOARD WAS EVALUATED. ADDITIONALLY, THE VIEWS OF THE NON- EXECUTIVE DIRECTORS AND EXECUTIVE DIRECTOR WERE ALSO TAKEN. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTORS TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTIONS AND INPUTS IN MEETINGS, AMONG OTHERS. MOREOVER, IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND THE MEETING OF THE NRC, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, INDIVIDUAL DIRECTORS AND CHAIRMAN WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |