PURSUANT TO THE APPLICABLE PROVISIONS OF THE ACT AND LISTING REGULATIONS, THE BOARD CARRIED OUT AN ANNUAL EVALUATION OF ITS PERFORMANCE AS WELL AS OF THE WORKING OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING CHAIRMAN OF THE BOARD. THIS EXERCISE WAS CARRIED OUT THROUGH A STRUCTURED QUESTIONNAIRE PREPARED SEPARATELY FOR THE BOARD, COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS. THE NOMINATION & REMUNERATION COMMITTEE HAS DEFINED THE EVALUATION CRITERIA FOR THE BOARD, ITS COMMITTEES AND DIRECTORS. THE EVALUATION EXERCISE IS CARRIED OUT THROUGH A STRUCTURED QUESTIONNAIRE CIRCULATED TO THE DIRECTORS COVERING VARIOUS ASPECTS OF EVALUATION OF THE BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS. THE BOARD’S FUNCTIONING WAS EVALUATED ON VARIOUS ASPECTS, INCLUDING INTER ALIA, DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, BOARD STRUCTURE, COMPOSITION, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO VARIOUS COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING. DIRECTORS WERE EVALUATED ON ASPECTS SUCH AS ATTENDANCE AND CONTRIBUTION AT BOARD/COMMITTEE MEETINGS AND GUIDANCE/SUPPORT TO THE MANAGEMENT. AREAS ON WHICH THE COMMITTEES OF THE BOARD WERE ASSESSED INCLUDED DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, ADEQUACY OF COMMITTEE COMPOSITION AND EFFECTIVENESS OF MEETINGS. THE PERFORMANCE EVALUATIONS OF THE INDEPENDENT DIRECTORS WERE CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE PERFORMANCE EVALUATION OF THE MANAGING DIRECTOR AND THE NON-INDEPENDENT DIRECTORS WERE CARRIED OUT BY THE INDEPENDENT DIRECTORS WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE. IN ADDITION, INDEPENDENT DIRECTORS WERE EVALUATED BASED ON PARAMETERS SUCH AS QUALIFICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, COMMITMENT INDEPENDENCE, INDEPENDENT VIEWS AND JUDGEMENT, AVAILABILITY, ATTENDANCE AND PARTICIPATION IN THE DISCUSSION AT THE MEETINGS, ADHERENCE TO THE CODE OF ETHICS (CODE OF CONDUCT) OF THE COMPANY AS WELL AS THE CODE FOR INDEPENDENT DIRECTORS AS APPLICABLE, UNDERSTANDING THE ENVIRONMENT IN WHICH THE COMPANY OPERATES AND CONTRIBUTION TO STRATEGIC DECISION AND RAISING VALID CONCERNS TO THE BOARD, INTERPERSONAL RELATIONS WITH OTHER DIRECTORS AND MANAGEMENT, OBJECTIVE EVALUATION OF BOARD’S PERFORMANCE, RENDERING INDEPENDENT/UNBIASED OPINION, SAFEGUARDING OF CONFIDENTIAL INFORMATION AND MAINTAINING INTEGRITY. |