Corporate Governance Report 2012-13

Company Philosophy

Mindtree Limited (formerly Mindtree Consulting Limited, hereinafter referred to as 'Mindtree' or 'the Company'), looks upon good corporate governance practices as a key driver of sustainable corporate growth and long-term stakeholder value creation. Good corporate governance is all about enhancing value for all our stakeholders. The Company is committed to adopting global best practices in corporate governance and disclosure.

Your Company believes in ethical business conduct, integrity and commitment to values which enhance and retain stakeholders' trust and are the hallmarks of good corporate governance. The Company and its employees (called Minds) are committed and adhere to the highest standards of integrity and the same is being demonstrated by winning multiple national and international corporate governance awards. In the current year, the Company has been adjudged as the 'Best Corporate Governance Company in India', 2013, by World Finance magazine and ranked second in 'Best Overall for Corporate Governance Company (in India)'and also topped the category of Best for Investor Relations in India by Asiamoney.

Corporate governance is of extreme importance to Mindtree and our stakeholders. Good corporate governance is delivering sustainable & industry leading financial performance. We are fully committed to building Mindtree into a memorable company & delivering values to all our stakeholders. Mindtree has implemented relevant systems and procedures to enable corporate governance. This assures the transparency in business, further reiterating the commitment towards building a sustainable & valuable business.

In the conduct of business and in our dealings that affect business, we abide by the principles of honesty, openness and doing what is right and fair. These are the strong principles which guide our behavior at all times.

Following are the salient features of our Corporate Governance philosophy:

Act in the spirit of law and not just the letter of law;
Do what is right and not what is convenient;
Provide complete transparency on our operations; and
Follow openness in our communication to all our stakeholders.

The 3-Tier Corporate Governance Structure at Mindtree

Shareholders appoint and authorize the Board of Directors ('Board') to conduct business with objectivity and ensure accountability to all Shareholders.

On behalf of the Shareholders, the Board leads the strategic management of the Company, exercises supervision through direction and control and appoints various Committees to handle specific areas of responsibilities.

The Committees of the Board and Executive Management appointed by the Board take up specific responsibilities and day-to- day tasks to ensure that the activities of the Company run according to the strategies set by the Board.

First Tier: Governance to Shareholders

Fourteenth Annual General Meeting ('AGM')

The Fourteenth Annual General Meeting for the year 2012-13 is scheduled on Friday, July 19, 2013 at 10.00 a.m. at 'The Chancery Hall', Hotel Atria, #1, Palace Road, Bangalore - 560 001, Karnataka, India.

Those of you, who cannot attend the meeting in person, can appoint a proxy to represent you in the meeting, for which you need to fill in a proxy form and send it to us, on or before 10.00 a.m. on July 17, 2013.

Annual general meetings of earlier three years

For the financial year 2009-10, we held our 11th AGM on July 20, 2010 at 10.00 a.m. at, ‘The Krishna Hall’, Woodlands Hotel Pvt. Ltd, No. 5, Rajaram Mohan Roy Road, Bangalore- 560 025, Karnataka, India and a Special Resolution was passed for approval for creation of “Mindtree Limited- Employee Stock Option 2010 A” (Program 7) and further issue of equity shares thereunder.
For the financial year 2010-11, we held our 12th AGM on July 21, 2011 at 1.00 p.m. at 'The Chancery Hall', Hotel Atria, #1, Palace Road, Bangalore-560 001, Karnataka, India and Special Resolutions was passed for approval of payment of commission to Executive Directors of the Company.
For the financial year 2011-12, we held our 13th AGM on July 16, 2012 at 3.00 p.m. at 'The Chancery Hall', Hotel Atria, #1, Palace Road, Bangalore-560 001, Karnataka, India and Special Resolutions were passed for approval of further issue of 1,000,000 equity shares of Rs. 10/- each and approval of Mindtree Employee Restricted Stock Purchase Plan 2012 and approval of amendments for payment of remuneration to Executive Directors.

Extra-Ordinary General Meetings ('EGM') of earlier three years

No EGM was conducted for the financial year 2009-10.
For the financial year 2010-11, we held our EGM on April 20, 2010 at 12.00 noon at the Registered Office of the Company situated at Global Village, RVCE Post, Mysore Road, Bangalore – 560059, to approve further issue of equity shares.
No EGM was conducted for the financial year 2011-12.

Postal Ballot

No Postal Ballot was conducted during the financial year ending March 31, 2013.

Financial year 2013-14

Our tentative calendar for declaration of results for the financial year 2013-14 is given as below:

Dividend for the year 2012 -13

Your Board had declared a first interim dividend of Rs. 3/- per share on the equity shares of Rs. 10/- each (par value) on October 16, 2012 and was paid to the Shareholders who were on the Register of Members of the Company as on the record date at the closing hours of October 29, 2012.

Your Board had also declared a second interim dividend of Rs. 4/- per share on the equity shares of Rs. 10/- each (par value) for the year ended March 31, 2013 and will be paid to the Shareholders who would be on the Register of Members of the Company as on the record date at the closing hours of May 06, 2013, within the statutory period.

Your Board has also recommended a final dividend of Rs. 5/- per share on the equity shares of Rs. 10/- each (par value) for the year ended March 31, 2013. Dividend if approved at the fourteenth Annual General Meeting, will be paid to the Shareholders by July 25, 2013.

Recognition and Awards

Your Company believes in ethical business conduct, integrity, transparency and commitment to values which in turn enhance and retain stakeholders' trust. The details of Recognition and Awards are given elsewhere in this report.

Means of Communication

At Mindtree, we would like to constantly communicate to our investors and stakeholders about our operations and financial results. Besides publishing the financial results in Business Standard and Samyuktha Karnataka (the regional newspaper), the full financial statements have been published on our website (www.mindtree.com). The transcripts of the quarterly earnings calls with analysts have also been published on our website. We also have started sending quarterly financial updates to all Investors and Shareholders whose e-mail ids/addresses are registered/made available to us.

Corporate Identity Number ('CIN')

Corporate Identity Number (CIN) allotted by the Ministry of Corporate Affairs, Government of India, is L72200KA1999PLC025564 and the Company Registration No. is 08/25564 of 1999. Your Company is registered in the State of Karnataka, India.

Dematerialization of Shares

The Company's shares are admitted into both the depositories i.e. National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL'). 99.66 % of the Company's shares are held in electronic/demat form as on March 31, 2013.

Investor Grievances & Share Transfer System

We have an Investor Grievances Committee represented by the Board to examine and redress Shareholders' and Investors' complaints. The process and approval of share transfer has been delegated to the Company Secretary and Share Transfer Agent. The Company Secretary approves the share transfers and reports the same to the Board at its quarterly meeting.

Shares held in demat or electronic form

For shares transferred in electronic form, after confirmation of sale/purchase transaction from the Broker, Shareholders should approach their respective Depositary Participant (DP) with a request to debit or credit the account for the transaction. The DP will immediately arrange to complete the transaction by updating the account. There is no need for separate communication to either Company or Share Transfer Agent to register such share transfers in electronic/demat form. For matters regarding shares held in demat form and for matters related to dividends, change of address, change of bank mandates, etc., Shareholders should communicate directly with their respective DP.

Shares held in physical form

For matters regarding shares transferred in physical form, share certificates, dividends, change of address, etc., Shareholders should communicate with Link Intime India Pvt. Ltd (formerly, Intime Spectrum Registry Limited), our Share Transfer Agent.

Address of Share Transfer Agent

Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai 400 078, India. Tel: +91 22 2596 3838 Extn: 2308 | Fax: +91 22 2594 6969 | e-mail: chanda.valeja@linkintime.co.in |

Address for correspondences with regard to the Company

Mindtree Limited, Mr. Rajesh S Narang, Compliance Officer, Tel: +91-3395 5118 or 6706 4000 Extn: 55118 | Fax: +91-80-6706 4100 e-mail: investors@mindtree.com or rajesh_narang@mindtree.com | Website: www.mindtree.com

Registered Office

Global Village, RVCE Post, Mysore Road, Bangalore 560 059, Karnataka, India.

Ph: +91-80-6706 4000, Fax: +91-80-6706 4100 | Website: www.mindtree.com

Listing on Stock Exchanges

Your Company's equity shares are listed on the following Stock Exchanges as at March 31, 2013:

Bombay Stock Exchange Limited ('BSE')
National Stock Exchange of India Limited ('NSE')

Listing fees for FY 2012-13 has been paid for both NSE and BSE.

ISIN Number: INE0I8I01017

NSE: Series: EQ; Symbol: MINDTREE

BSE: Scrip ID: MINDTREE Scrip Code: 532819

Distribution of Shares

Shareholding pattern as at March 31, 2013