| PURSUANT TO THE PROVISIONS OF SECTION 134(3)(P) OF THE COMPANIES ACT, 2013 READ WITH THE APPLICABLE PROVISIONS OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“SEBI LISTING REGULATIONS”), THE COMPANY HAS IN PLACE A STRUCTURED FRAMEWORK AND POLICY FOR EVALUATION OF THE PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE NOMINATION AND REMUNERATION COMMITTEE (“NRC”) HAS LAID DOWN THE CRITERIA AND PROCESS FOR PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS, WHICH INCLUDES EVALUATION OF, INTER ALIA, COMPOSITION OF THE BOARD AND COMMITTEES, PARTICIPATION AND CONTRIBUTION IN MEETINGS, EFFECTIVENESS OF DECISION MAKING, GOVERNANCE STANDARDS, STRATEGIC GUIDANCE, BUSINESS OVERSIGHT, PROFESSIONAL CONDUCT, INDEPENDENCE, INTEGRITY, ACCOUNTABILITY AND OVERALL FUNCTIONING OF THE BOARD AND ITS COMMITTEES. DURING THE FINANCIAL YEAR UNDER REVIEW, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS WAS CARRIED OUT THROUGH A STRUCTURED EVALUATION MECHANISM AND QUESTIONNAIRES IN ACCORDANCE WITH THE AFORESAID POLICY AND THE APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SEBI LISTING REGULATIONS. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD EXCLUDING THE DIRECTOR BEING EVALUATED. THE INDEPENDENT DIRECTORS ALSO REVIEWED THE PERFORMANCE OF THE CHAIRPERSON, NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AT THEIR SEPARATE MEETING HELD DURING THE YEAR. THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) VIDE ITS GUIDANCE NOTE ON BOARD EVALUATION ISSUED THROUGH CIRCULAR NO. SEBI/HO/CFD/CMD/CIR/P/2017/004 DATED 5TH JANUARY, 2017 WAS ALSO CONSIDERED WHILE CARRYING OUT THE EVALUATION PROCESS. THE EVALUATION PROCESS PROVIDED VALUABLE FEEDBACK ON VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES INCLUDING BOARD COMPOSITION, GOVERNANCE PRACTICES, STRATEGIC OVERSIGHT, FLOW OF INFORMATION, COMPLIANCE MANAGEMENT, RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS. THE DIRECTORS EXPRESSED SATISFACTION WITH THE EVALUATION PROCESS AND OUTCOME, WHICH REFLECTED THE OVERALL EFFECTIVENESS, ENGAGEMENT AND COMMITMENT OF THE BOARD AND ITS COMMITTEES TOWARDS THE GROWTH AND GOVERNANCE OF THE COMPANY. |