Directors' Report 2013-14

Dear Shareholders,

The Board of Directors (Board) of Mindtree Limited (Company) with immense pleasure, present their fifteenth report on the business and operations of your Company for the financial year 2013-14. This Report is being presented along with the audited financial statements for the year.

Financial Performance

Global Economic & Business Environment

The details about Global Economic & Business Environment are provided under the section, Management Discussion & Analysis of this Annual Report.

Financial perspective of the year gone by

Revenue for the year is Rs. 30,316 million signifying a growth of 28.36% in Rupee terms. Your Company had 207 active customers as on March 31, 2014 of which 73 accounts had revenues in excess of US$ 1 million and 24 accounts had revenues in excess of US$ 5 million.

EBITDA margins are broadly stable, 20.58 % in the previous year vs. 20.14% in the current year. Our effective tax rate is about 22.03% as compared to about 20% in the previous year. PAT has increased by 33.16 % to Rs. 4,512 million as compared to Rs. 3,389 in the previous year.

Key business developments during the year

The particulars of some of the key business developments which took place during the financial year 2013-14 have been detailed out under the sections, Management Discussion & Analysis and Highlights 2013-2014 of this Annual Report.

Dividend

Based on the Company's strong and consistent financial performance and considering the profitability and the cash flow of the Company, the Board had declared interim dividends during the financial year 2013-14. The details of interim dividends declared are as below:

Your Directors have also recommended the following final dividend and special dividend for the financial year ended March 31, 2014, which are payable on obtaining the Shareholders’ approval in the fifteenth Annual General Meeting:

*The Board has recommended a final dividend of 50% (Rs. 5 per equity share of par value Rs. 10/- each) for the year ended March 31, 2014 and a special dividend of 50% (Rs. 5 per equity share of par value Rs. 10/- each) for completion of 15 years in business. If the proposed 1:1 bonus equity share issue is approved by Shareholders prior to the date of the AGM, the final & special dividend amount would be accordingly reduced to 25% (Rs. 2.5 per equity share of Rs. 10/- each).

The dividend will be paid in compliance with all the applicable regulations. The dividend pay-out amount for the current year inclusive of additional tax on dividend will be Rs. 1,221 million as compared to Rs. 578 million in the previous year.

In view of the improved predictability and stability of the Company’s operations, the Board intends to maintain similar or better levels of dividend payout over the next few years. However, the actual dividend payout in each year will be subject to the investment requirements of the annual operating plan for the year and any other strategic priorities identified by the Company.

Transfer to Reserves

Your Company proposes to transfer Rs. 451 million to the general reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975. Your Company also proposes to retain Rs. 12,038 million in the statement of profit and loss on standalone basis.

Changes to Equity Share Capital

Your Company issued 154,676 equity shares of Rs. 10/- each, to various Mindtree Minds and to Directors on exercise of stock options and stock purchase schemes during financial year 2013-14. Consequently, the paid-up equity share capital has increased from Rs. 415,350,550 as on March 31, 2013 to Rs. 416,897,310 as on March 31, 2014.

Board Committees

The details of various Committees of the Board are provided in the Corporate Governance Report.

Infrastructure

In the beginning of the year, your Company had 1,721,369 sq. ft. of space with 12,684 seats spread across various locations in India. The following are the key changes made during the year under review:

Chennai- In 2013-14 your Company added additional space at Chennai in Ramanujan IT City comprising 165,000 sq. ft. area spread over three floors. This has enhanced your Company’s seating capacity by 1,500 seats. This facility boasts of physical ODCs of different sizes ranging between 20 and 150 seats, to cater to a variety of customer requirements. There is also a proposed addition of 55,000 sq. ft. to add 500 more seats at this facility.

Bangalore- The new facility at Mindtree East Campus, Bangalore, became operational by adding around 550 seats to handle growth. These seats have been designed as an open work environment to cater to team working in an agile environment. Your Company would also be adding 1,100 more seats in the following year to facilitate growth and is under the process of obtaining LEED-Platinum certification for this new facility.

Your Company also added 250,000 sq. ft. of area at Global Village, with a seating capacity of about 2,500 of which, 90,000 sq. ft. became operational during this year, thereby adding around 850 seats. This has been built with 24x7 redundancy to house part of the IMS teams. This facility also boasts two state of the art Network Control Centres.

Similarly, the Company has expanded capacity in its buildings in Pune and Hyderabad.

Orissa- With necessary statutory approvals in place, your Company has commenced construction of Mindtree Kalinga at Orissa consisting of training and transit accommodation facility measuring about 250,000 sq. ft. and is working towards making this operational during 2014 and is under the process of obtaining LEED-Platinum certification for this new facility as well.

In all, the Company has sufficient capacity to meet its growth needs over the short and medium term.

Your Company has adopted the LEED green building design for our infrastructure and three of our India offices are certified to LEED gold standards.

The infrastructure arrangements we have in our facilities assist greatly in promoting work-life balance.

Subsidiaries

Your Company has one Subsidiary Company for the financial year ended on March 31, 2014, namely, Mindtree Software (Shanghai) Co. Ltd., in Shanghai, China.

Pursuant to Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011 has provided an exemption to companies from attaching the directors’ report, balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company, provided, such companies publish the audited consolidated financial statements in the annual report. A statement containing brief financial details of the Company’s Subsidiary for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of the Subsidiary Company and the related information will be made available to any Member of the Company seeking such information and are available for inspection by any Member of the Company at the Registered Office of the Company.

People

Our mission to engineer meaningful technology solutions to help businesses and societies flourish is intrinsically tied to the power of our people’s intellect, commitment, creativity and fulfilment. Thus, innovative next generation people practices are a constant area of focus at Mindtree and viewed as critical components for our long-term success.

We firmly believe that the links between our financial performance and our ability to attract and retain top talent are strong and it is not possible to isolate these two spheres of our business. This belief guides and influences a wide range of People Function programs and initiatives across Mindtree. During 2013-2014, we continued to make progress with our people strategy, which we have set in motion to enhance our performance and set us apart in critical areas.

Building an Expertise Driven Organization

At Mindtree, our expertise building model is constructed on five pillars that focus on learning initiatives. The five pillars are: Technology, Domain, Behavioral, Leadership and Professional. We work towards providing all our people and managers with a culture of continuous learning and development. In addition, we invest in and actively encourage talent development via best-in-class certifications, coaching programs and elearning.

During 2013-2014, we continued to provide a comprehensive suite of leadership programs to all levels of career transitions including executive coaching, 360 degree feedback, as well as specialized classroom instruction tailored to new or experienced leaders. Talent and leadership development also supports our ambitious people engagement goals and fosters our culture of innovation.

Engaging Employees with Next Generation People Practices

We firmly believe that engaged employees are more inspired to develop new ideas, demonstrate expertise in their chosen area of work and deliver value to clients. In addition, they feel a deeper connection to Mindtree’s purpose and take greater ownership of meeting our strategic objectives. To enable, empower and engage with our people and help them reach their goals and potential, we have introduced many new practices over the last year.

We launched our next generation performance management system PACE, to reflect our high-performance work culture by giving more power and control to Mindtree Minds and managers. PACE offers new features such as social goal setting, anytime feedback and individual ownership to reflect our focus on collaboration as well as Gen Y aspirations. The Pillars Program at Mindtree has been designed to reward high performers and recognize the contributions of their family. The program aims to nurture and retain star performers, build a robust leadership pipeline and engage with the extended Mindtree family through R&R programs and other activities.

Headcount

The total number of Mindtree Minds as on March 31, 2014 was 12,926 as against 11,591 as on March 31, 2013. During the year, your Company saw a decrease in attrition levels and the annual attrition for the year was at 12.70% as against 13.39% in the year before.

Employee Stock Option Plans and Employee Stock Purchase Scheme

Your Company believes in the policy of enabling Mindtree Minds to participate in the ownership of your Company and share its wealth creation, as they are responsible for the management, growth and financial success of your Company.

Your Company currently administers seven stock option programs, viz., ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008 A, DSOP 2006, ESOP 2010 A and a stock purchase scheme namely, Mindtree Employee Restricted Stock Purchase Plan 2012 and a Phantom Stock Options Plan (Stock Appreciation Rights Plan).

A Reconciliation Statement of the Equity Shares approved in-principle and later allotted and listed till March 31, 2014 is given below:

* The listing and trading approvals by the Stock Exchanges (NSE & BSE) for the allotment of 35,000 shares were awaited as on March 31, 2014
** The listing and trading approvals by the Stock Exchanges (NSE & BSE) for the allotment of 9,254 shares were awaited as on March 31, 2014

Details of the shares issued under Employee Stock Option Plan (ESOP) and Employee Stock Purchase Scheme (ESPS), as also the disclosures in compliance with Clauses 12 and 19.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure to the Directors’ Report and under Notes to Accounts under both Standalone Financial Statements and Consolidated Financial Statements in this Annual Report. There has been no variation in the terms of ESOP/ESPS programs and no employee:

(I) was granted options, during the year, equal to or exceeding 1% of the issued capital; and

(ii) received a grant, during the year, amounting to 5% or more of the options granted during the year.

Details of options granted to Senior Managerial Personnel and Directors during the financial year 2013-14 are as under:

*RSU-Restricted Stock Unit

No Stock Options were granted to any Senior Managerial Personnel during the financial year 2013-14.

No Stock Options or RSUs were granted to any Directors during the financial year 2013-14.

Board of Directors

Appointment

With effect from January 1, 2014, Mr. N.S. Parthasarathy has been appointed as Additional Director and Executive Director and Ms. Apurva Purohit has been appointed as an Additional Independent Director. Mr. Krishnakumar Natarajan has been re-appointed as the CEO & Managing Director with effect from April 1, 2014, subject to the Members’ approval in the ensuing Annual General Meeting of the Members of the Company. Mr. Rostow Ravanan has been appointed as an Alternate Director to Mr. N.S.Parthasarathy, effective from January 17, 2014.

Re-Appointment

As per Article 109 of the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company. The following Directors retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting:

1. Mr. V.G. Siddhartha; and

2. Mr. S. Janakiraman.

Your Board has also proposed for continuation of Dr. Albert Hieronimus as an Independent Director till March 31, 2017 by altering the term of his office as an Independent Director.

Your Directors recommend the above resolutions be approved. As required by the applicable provisions of the Companies Act, 2013 and Listing Agreements, the term of appointment of these Directors and other details are furnished in the notice to the fifteenth AGM.

Retirement

Mr. Anjan Lahiri, who was appointed as an Executive Director of the Company with effect from October 24, 2012, resigned with effect from May 6, 2013 and Mr. R. Srinivasan, an Independent Director of the Company, retired from the closing hours of July 19, 2013. The Board of Directors of your Company place on record, their deep appreciation to both Mr. Anjan Lahiri and Mr. R. Srinivasan and wish them the very best in their future endeavours.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Our cash generation during the year has been healthy. Our cash and investments (net of short term borrowings) have increased from Rs. 5,062 million as on March 31, 2013 to Rs. 6,262 million as on March 31, 2014. These funds have been invested in deposits with banks, highly rated financial institutions, certificates of deposits and in money market mutual funds.

Awards and Recognitions

As in the preceding years, your Company has received various prominent awards and recognitions from various distinguished organisations and media houses during the year 2013-14. Some of the key accolades received during the year amongst others include:

1. Mindtree was ranked #1 under the categories ‘Best Managed IT/Software/Technology Company in Asia’ and the ‘Best Managed Company in India’ for 2013 by Euromoney’s Annual Asia Company Ranking.

2. Mindtree won the ‘Most Promising Company of the Year’ Award from CNBC TV18.

3. Mindtree has been selected by Microsoft Corporation (NASDAQ - MSFT) as a Windows Azure Circle Partner. This elite program is reserved for Microsoft’s partners who have achieved success in delivering Windows Azure based solutions.

Litigation

No material litigation was outstanding as on March 31, 2014. Details of litigation on tax matters are disclosed in the financial statements.

Deposits

In terms of the provisions of Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2014.

Sustainability and Green Initiatives

The report on Sustainability and Green Initiatives taken by your Company is disclosed separately in this Annual Report as a part of Business Responsibility Report.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated in Clause 49 of the Listing Agreement is provided separately as an Annexure to the Corporate Governance Report.

The Company engaged an external firm to conduct a review of the effectiveness of Board processes at Mindtree. The feedback from the review was that, many of the processes followed by Mindtree meet global best practice benchmarks as well as some areas where we need to further strengthen our processes. We are working on implementing these recommendations.

In addition, the review also covered performance evaluation of all Board Members on a self-assessment model based on a questionnaire and data gathered by the external firm. The external firm then analyses the data and makes recommendation to individual Directors on their performance, as well as a summary to the Chairman of the Board.

Transfer to Investor Education and Protection Fund

Pursuant to Section 205A and 205C and other applicable provisions of Companies Act, 1956, dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government and once unpaid/unclaimed dividend/application money for allotment of any securities and due for refund, is transferred to IEPF, no claim shall lie in respect thereof against the Company. To ensure maximum disbursement of unpaid/unclaimed dividend, the Company sends reminders to the concerned investors, before transfer of dividend to IEPF.

The Company had transferred the said unpaid/unclaimed dividend amounts within the statutory period to IEPF. During the financial year 2013-14, unpaid/unclaimed dividend including unpaid application money which was due for refund amounting to Rs. 854,776/- was transferred to IEPF.

Attention is being drawn that the unclaimed/unpaid dividend for the financial years 2006-07 & 2007-08 is due for transfer to IEPF during August/September and November/December 2014. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited.

The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/unpaid dividend accounts outstanding drawn upto the date of fourteenth Annual General Meeting on July 19, 2013 in terms of the Ministry of Corporate Affairs Notification No. G.S.R 352 (E) dated May 10, 2012 has been uploaded under the Company’s website at www.mindtree.com/unpaid-dividend-information.

Statutory Auditors

The retiring Statutory Auditors, BSR & Co., LLP (earlier, BSR & Co.,) Chartered Accountants, (Firm Registration No. 101248W), hold office as Statutory Auditors until the conclusion of the fifteenth Annual General Meeting and they have confirmed their eligibility and willingness to accept office and be re-appointed as the Statutory Auditors to hold office until the conclusion of the sixteenth Annual General Meeting.

The Audit Committee and the Board of Directors recommend the re-appointment of BSR & Co., LLP, Chartered Accountants, as the Statutory Auditors to hold office until the conclusion of the sixteenth Annual General Meeting.

The Company has received a certificate from BSR & Co., LLP, to the effect that, their re-appointment, if made, would be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956 and that, they meet the criteria of independence. The proposal for their reappointment is included in the Notice of the ensuing Annual General Meeting.

Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors’ Report. The Ministry of Corporate Affairs, has amended the Companies (Particulars of Employees) Rules, 1975, to the effect that, particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs. 500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure to this Director’s Report. The Company has also taken several constructive steps to conserve energy through its sustainability initiatives as elaborately disclosed separately as a part of the Business Responsibility Report annexed to the current Annual Report.

Directors' Responsibility Statement

Your Company’s Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

I. The financial statements have been prepared in conformity with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and requirements of the Companies Act, 1956, (the Act) to the extent applicable to us; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

III. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The financial statements have been audited by BSR & Co., LLP, Chartered Accountants, the Company’s Statutory Auditors.

V. The Audit Committee meets periodically with the Internal Auditors and the Statutory Auditors to review the manner in which the Auditors are discharging their responsibilities and to discuss audit, internal control and financial reporting issues.

VI. To ensure complete independence, the Statutory Auditors and the Internal Auditors have full and free access to the Members of the Audit Committee to discuss any matter of substance.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Clause 49 (IV) (F) of the Listing Agreement is disclosed separately in the current Annual Report.

Corporate Social Responsibility (CSR) Efforts & Assistive Technology

Your Company’s CSR activities are carried out by Mindtree Foundation as well as the Company. Mindtree Foundation’s CSR Charter has the following objects:

• To promote education for underprivileged children with a special emphasis on special or differently abled children;
• To provide relief from poverty by way of assistance to food, shelter and clothing;
• To provide relief from distress caused by calamities of nature; and
• To provide medical support to deserving people.

Mindtree Foundation strives to achieve these charters through its grant programs, voluntary programs, organizational development programs and technical consultancy programs.

1. Grant Programs: Mindtree Foundation supports the under privileged children and children with disabilities, with resources in the form of money, infrastructure and education:

• In collaboration with Sparsh Hospitals, Foundation benefitting Mindtree Foundation sponsored complex corrective surgeries for 129 underprivileged children in and around Bangalore. Donated Rs. 30 Lakhs to Sparsh “VACHANA” program for the above.
• Mindtree Foundation donated Rs. 11.26 Lakhs to Karnataka State Council for Child Welfare (KSCCW) for their Bal Roshni programme, to support educational fee and medical care for 30 children from poor families and Balsevika programme to 35 underprivileged women to become preschool teachers / organizers.
• Donated Rs. 5 Lakhs to Sikshana Foundation and through Sikshana Foundation, Mindtree Foundation supports 19 schools in Kanakapura District in Karnataka, to improve their standards by benefitting 1,615 children.
• In collaboration with Nalandaway Foundation, Mindtree Foundation sponsored “KanavuPattarai” (Dream Workshops) program to improve the life skills in slum girls in and around Chennai by donating Rs. 5 Lakhs for this program.
• To procure a school van to transport the children of construction labourers to Shree Ananthnagar Vidhyanikethan School in Electronic City, Bangalore, Mindtree Foundation donated Rs. 5 Lakhs for the same.
• To resolve power crisis for leprosy inmates of Missionaries of Charity in Janla, Odisha, Mindtree Foundation donated Rs. 6.5 Lakhs to install a 63 KVA Electrical Transformer that helped the livelihood of 400 in-house leprosy patients.
• Donated Rs. 10.75 Lakhs to install Passenger Lift for Samarthanam Trust new building at HSR Layout, Rs. 1.5 Lakhs to MOC for installing Solar water heater for Yelahanka home and sponsored Rs. 1 Lakh to conduct a play by Bangalore Little Theatre (BLT) to raise funds for “The Association for the Mentally Challenged”.
• Donated 200+ computers to 25 Schools across all locations and totally 1500+ children have benefitted from the same.

2. Voluntary Programs:

• Your Company creates a platform for Mindtree Minds to do voluntary work and learn to collaborate and dedicate themselves to make a difference in the society.
• Through Mindtree Foundation, your Company helped 15 rural children for their higher education, to study engineering and nursing through our Dream-to-Reality (D2R) program. D2R was a program initiated in the year of 2007 in Somanahalli Government Primary School (a remote village located in Dharmapuri District of Tamilnadu). Your Company started this program to ensure the potential high capability children do not drop out from their education due to poverty. Mindtree Foundation identifies such children and places them in the residential schools and colleges according to their dreams. This program was started with 8 children and now expanded to 15 children studying in Engineering Colleges, Polytechnics and in Nursing Colleges. This program also connects each child as a Blessed Child to a Mindtree Leader as a Blessed Parent who provides not only financial support but also emotional bonding with their families and children.
• On every second Saturday and in all location of Mindtree India, your Company conducts one day social work program for our employees. This is called Technologists for Social Actions (TSA) programs. TSA was started 22 years back. The purpose of this program is to show young people the other side of the life by visiting old age home and orphanage home. During the visit, your Company creates a positive impact on the inmates of such homes. For instance, Mindtree Minds feed them with meals, clean their homes and perform some cultural activities and finally bring smile to their faces. This visit happens at all locations of Mindtree in India on the same day.
• Collected and donated 1,313 number of blood bottles through TTK and Narayana Hrudayalaya blood banks across all Mindtree locations in India. This is the single highest donation by the IT industry in India.
• Collected and donated three trucks of old clothes to Goonj, an NGO for distribution to rural villages and making sanitary napkins to women at rural villages.
• Through Mindtree volunteer programs, conducted life skills training programs for rural Government Schools in Bangalore and Chennai.
• Mindtree Minds also engaged in Joy of Giving Week for Sikshana Foundation sponsored Government Schools, Belaku Trust and support staff of Mindtree East Campus and the total number of beneficiaries were 1,120 and the total number of Mindtree Minds who actively participated in this event was 969.
• Delivered five Assistive Technology (AT) solutions to special schools:
  • Paint Lighting – to improve handwriting;
  • KINECT based Posture Analyzer named as X1 – Microsoft Windows application software that is used to train movements of the children with Cerebral Palsy (CP) in the age group of 4 to 12 years at SPASTN;
  • Eviacam and Gcompris to improve visual attention and tracking of children with Attention Deficit Hyper Active Disorder (ADHD) and Autism in the age group of 2 to 12 years at SPASTN;
  • KAVI-PTS – An Android application software helps children with autism to speak using pictures in the age group of 2 to 5 years at special schools such as SPASTN, Sneha Kiran at Mysore, FAME India, Bangalore; and
  • Labyrinth – An Android application software that helps to promote use of both hands together for children with Cerebral Palsy, Learning Disability at SPASTN.

3. Employee Engagement Programs:

• As a part of the C2 Learning Curriculum, for all our Campus Minds, your Company conducted one-day outdoor learning programs (Plastics cleaning drive) called “Mi-Impact”. Totally 950 Campus Minds participated and collected six tons of Garbage.
• Support-staff is the backbone of our organization. To motivate them, Mindtree organized a one-day picnic to Mysore for all our 850 supportstaff (house-keeping, electrical, maintenance and gardening) and their family members.

Quality Initiatives and Certifications

Your Company continues its journey of delivering value to its clients through investments in quality programs. Your Company has adopted several external benchmarks and certifications. Your Company is certified under various standards to meet clients’ requirements and enhancing valuable delivery and following is the summary of certifications held by your Company:

Customer Satisfaction

For the last two years, your Company has partnered with an independent firm to do its annual relationship survey with customers. Your Company continues to leverage this relationship to bring best practices into the engagement process as well as bring in industry insights.

This year’s customer experience survey was conducted over five weeks in January and February and a record number of 86% of our customers participated in this survey. Your Company is happy to report that for the second year in succession, it has increased its scores on the two major parameters of Satisfaction and Advocacy to 5.40 and 5.44 respectively on a 7 point scale.

The customers are delighted on the Value adds that your Company brings in to the engagements and see us differentiated in not just delivering projects but bringing in innovation and thought leadership. The increased rigor in delivery has contributed to increased satisfaction all around.

Your Company also brought in a new element of project level feedback that will provide a real time feedback on the engagements. As part of the plan for the financial year 2014-15, your Company will be implementing it across the organization.

Business Responsibility Report

Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Company's governance and business operations and has voluntarily undertaken to publish the required data to the extent applicable and accordingly, the Business Responsibility Report is annexed in the Annual Report. The said report comprehensively covers your Company’s philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2013-14.

The Business Responsibility Report also describes initiatives taken by the Company in line with the key principles enunciated in the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011’ issued by the Ministry of Corporate Affairs (MCA).

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures, as approved by the Board from time to time, are enforced by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees/employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other employees from trading in the securities of Mindtree Limited at the time when there is unpublished price sensitive information. The Board has appointed the Chief Financial Officer as the Compliance Officer under the Code.

Material Changes and Commitments

The Board, in its meeting held on April 16, 2014 has, subject to the approval of the Members by way of Postal Ballot (including e-Voting), has recommended for the following:

(i) To increase the Authorised Share Capital of the Company to Rs. 8,000,000,000 (Rupees Eight Hundred Crores only) comprising of 800,000,000 (Eighty Crores only ) Equity Shares of Rs. 10/- each (Rupees Ten only) from Rs. 796,200,000 (Rupees Seventy Nine Crores Sixty Two Lakhs only) divided into 79,620,000 (Seven Crores Ninety Six Lakhs Twenty Thousand only) Equity Shares of Rs. 10/- each (Rupees Ten only) and consequent alteration of the Memorandum of Association of the Company;

(ii) To issue Bonus Equity Shares by capitalization of a sum not exceeding Rs. 430,000,000 (Rupees Forty Three Crores Only) from the Securities Premium Account, Free Reserves or any other permitted reserves/ surplus of the Company for the purpose of issue of Bonus Shares of Rs. 10/- (Rupees Ten only) each, credited as fully paid-up to the holders of the Equity Shares of the Company, whose names appear on the Register of Members on the ‘Record Date’ determined by the Board, in the proportion of 1 (One) Bonus Equity Share of Rs. 10/- (Rupees Ten only) each, for every 1 (One) fully paid-up Equity Share of Rs. 10/- (Rupees Ten only) each held by Member.

No other material changes and commitments affecting the financial position of the Company has occurred between April 1, 2014 and the date of signing of this Report.

Internal Control Systems

The Company has a proper and adequate system of internal controls. This ensures that all the transactions are authorised, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition.

An extensive programme of internal audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Company also has an Audit Committee, comprising 4 (four) professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

Audit Committee Recommendation

During the financial year 2013-14, all the recommendations of the Audit Committee were accepted by the Board.

Acknowledgments

The Board places on record, their deep sense of appreciation to all the Mindtree Minds, support staff, for adopting to the values of the Company, viz., collaborative spirit, unrelenting dedication and expert thinking, to be an expertise led organization and the Company’s customers for letting us deliver the Company’s Mission statement, to engineer meaningful technology solutions to help the businesses and societies flourish. The Board also immensely thanks all the shareholders, investors, vendors, service providers, bankers and academic institutions and all other stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Software Technology Parks-Bangalore, Bhubaneswar, Chennai, Hyderabad, Pune and other Government and State Government agencies, the Tax Authorities, the Ministry of Commerce, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Communication and Information Technology, Ministry of Finance, the Customs and Excise Departments, Securities and Exchange Board of India, NSE & BSE and others and look forward to their continued support in all future endeavors.

For and on behalf of the Board of Directors

Bangalore
April 16, 2014
Subroto Bagchi
Chairman