Corporate Governance Report 2014-15

Company's Philosophy on Corporate Governance

Mindtree Limited (herein after 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 Practices enable a Company to attract high quality financial and human capital. In turn, these resources are leveraged to maximize long-term stakeholder value, while preserving the interests of multiple stakeholders, including the society at large.

Your Company and its employees (Mindtree Minds) are guided by the values of collaborative spirit, unrelenting dedication and expert thinking. These values are core to all our operations. All Mindtree Minds are expected to adhere to the highest standards of integrity. Your Company has a clearly articulated Integrity Policy which is applicable to all Mindtree Minds globally.

In the conduct of your Company's business and its dealings, it abides by the principles of honesty, openness and doing what is right and fair. Your Company is committed to doing things the right way which means taking business decisions and acting in a way that is ethical and is in compliance with the applicable legislation. These principles guide our behavior at all times.

Your Company practices the highest standards of corporate behavior towards everyone it works with, be it the communities or the environment. This is the road to responsible, sustainable and profitable growth and creating long term value for your Company's stakeholders, people and our business partners and society at large.

During the year under review, your Company received the following awards and recognitions.

• Mindtree rated amongst the top 5 in the Asiamoney Corporate Governance Poll results in various categories such as Overall Corporate Governance, Disclosure and Transparency, Shareholder Rights and Investor relations.
• Mindtree has been ranked #4 in 2014 and #7 in 2013 by ATD (Association for Talent Development), one of the most well-respected global associations dedicated to learning, training and talent development. The ATD BEST Awards recognizes organizations that use learning and development as a strategic business tool to get results.
• Mindtree was the winner of the Silver Shield, under the Category IX, Service Sector (Other than financial services sector) - (Turnover equal to or more than Rs. 500 crore) of the 'ICAI Awards for Excellence in Financial Reporting' for the year 2013-14
• Mr. Krishnakumar Natarajan, MD & CEO, was awarded the Best CEO under the IT/ITES (Mid-sized companies) category at the India's Best CEO 2014 awards by Business Today-Pricewaterhouse Coopers.
• Mr. Rostow Ravanan, CFO, was awarded the Best CFO under the Consistent Liquidity Management (Medium) category by the 5th Business Today- Yes Bank Best CFO Awards, 2014.

Following are the salient features of your Company's 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 includes

• Shareholders appoint and authorize the Board of Directors ('Board') to conduct business with objectivity and ensure accountability;
• Board leads the strategic management of the Company on behalf of the Shareholders, exercise supervision through direction and control, and appoint various Committees to handle specific areas of responsibilities; and
• 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 and targets set by the Board.

The above principles have been the guiding force for whatever your Company does and shall continue to be so in the years to come. The Company is committed to adopting to the best global practices in Corporate Governance and Disclosure.

Our Mission

We engineer meaningful technology solutions to help businesses and societies flourish.

Your Company believes in the power of people and the impact people can have on technology. Your Company's roots grew from this belief that people with diverse points of view could come together to build a different kind of technology company. This belief drives its vision for tomorrow to build technology experts who are focused on one goal, helping its clients succeed.

Today, a wealth of information is opening up a world of possibilities. Realizing those possibilities takes more than numbers. It takes more than technology. It takes people. People who can turn the potential of information into meaningful solutions. Solutions that simplify businesses, improve governments and propel societies forward.

Our Values

Your Company’s values reinforce the organizational spirit. Your Company's values reflect what it believes in, guide and drive its behavior, defines its role and enables it to deliver customer success. Your Company’s values, which are given below, inspire action and set us apart.

Collaborative Spirit

Your Company believes in developing true partnerships. Your Company fosters a collegial environment, where individual perspectives and honest dialogue is respected.

Unrelenting Dedication

Your Company is driven to meet client needs with determination and grit. Your Company embraces tough challenges and does not rest until the problem is solved, the right way.

Expert Thinking

Your Company brings robust skills and forward looking perspectives to solve customer challenges. Your Company uses proven knowledge to make recommendations and provide expert guidance to its customers.

Your Company's ability to devise solutions is equally matched by its ability to execute. Your Company's differentiation stems from a unique balance of human perspective with deep strategic thinking. Your Company sees possibilities where others see a full stop and thus our tagline -Welcome to possible.

Measures taken during the year to give back to society

Mindtree launched 'I Got Garbage' (IGG), a cloud-based platform aimed to simplify waste management and transform every waste picker in Bangalore, India into an entrepreneur through a structured and governed waste management framework. - See more at: http://www.mindtree.com/about-us/news/press-releases/i-got-garbage-igg-technology-platform-waste-management-now-openbangalore#sthash.G9MHEmiF.dpuf.

In addition, the Company has undertaken CSR Activities, and the details of the same are as in Annexure 7 to the Director's Report.

I. The Board of Directors (The Board)

Your Company had a balanced mix of Executive and Non-Executive Directors during the year. The composition of the Board represents a finest blend of professionals from various backgrounds which enables the Board to discharge its responsibilities more efficiently and provide effective leadership by taking the Company's business to achieve greater heights.

The Chairman of the Board for the financial year 2014-15 was Mr. Subroto Bagchi, an Executive Director and at least half of the Board were Independent Directors and therefore the composition of the Board is in compliance with Clause 49 of the Listing Agreement.

(a) Composition and Category of Directors

The Board of Directors had an optimum combination of Executive and Non-Executive Directors and had two lady Directors and not less than fifty percent of the Board members are Non-Executive and Independent Directors. At this year end the Board composition consisted of 10 Directors comprising four Executive Directors, five Non-Executive and Independent Directors, and one Non-Executive Director. The details of each Member of the Board along with number of Directorship(s)/ Committee Membership(s) held by Directors in companies other than Mindtree, along with all other requisite information are provided herein below for the period ended March 31, 2015:

¹ Resigned as an Executive Director w.e.f. October 20, 2014

² Appointed as an Executive Director w.e.f. May 20, 2014

³ Resigned as an Independent Director w.e.f. March 30, 2015

⁴ Appointed as an Independent Director w.e.f. May 20, 2014

Notes:

1. None of the Directors are related to each other;
2. Number of Directorship held in other companies includes all companies, whether listed or unlisted and excludes foreign companies, other bodies corporate and professional bodies. The limits on directorship of Independent Directors and Executive Directors are within the permissible limits.
3. The necessary disclosures regarding change in Committee positions, if any, have been made by all the Directors, during the year under review. None of the Director is a Member of more than 10 Committees or Chairman of more than 5 Committees across all Indian companies.
4. Independent Director means a Non-Executive Director, who fulfils the criteria as laid down in Clause 49(II)(B)(1) of the Listing Agreement.
5. The Company has issued formal letter of appointment to its Independent Directors appointed at the AGM held on July 18, 2014, and the terms and conditions of said Letter are published on the website of the Company. The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013.
6. The Company has a well laid down onboarding programme for the Independent Directors. The Business Heads, Legal Head and Executive Directors, make presentations on business model of the Company, the nature of industry and its dynamism, the roles, responsibilities and liabilities, of Independent Directors etc. Further, business updates, legal updates and industry updates are made available to the Independent Directors, especially to the audit committee members on an ongoing basis, by internal teams, external consultants, law firms, statutory and internal auditors, on a quarterly basis. See more at http://www.mindtree.com/sites/default/files/independent-directors-familiarisation-program.pdf.
7. The Independent Directors of the Company met every time a Board Meeting is held, without the attendance of the Executive and Non - Executive Directors and members of the Management of the Company. These meetings are held the same day as that of the Board Meetings, and the practice has been in vogue since the year 2007. In the said meetings the Independent Directors review the matters stated in Clause 49 (II) (B) (6) (b) and action items, if any, are communicated and tracked to closure to the satisfaction of Independent Directors. The purpose of these meetings is to promote open and candid discussion among the Independent Directors.

Break-up of other Directorships

The Company has complied with law to protect and facilitate the exercise of shareholders' rights and complied with provisions as stated in Clause 49 (I) (A) (1), (2) & (3).

(b) Attendance of the Directors at the Board Meetings and the Fifteenth AGM

The calendar of Board meetings is decided in consultation with the Board and the schedule of such meetings is communicated to all Directors well in advance. Generally, the Board Meetings are held in Bengaluru where the registered office of your Company is situated. The agenda for the Board Meeting includes applicable matters and agenda matters as per Annexure X to the Listing Agreement and is generally circulated few days prior to the date of the Meeting and includes detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions

Members of the Board and key executives, disclosed to the Board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the Company. The Board and key executives also conducted themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture for good decision-making.

Information provided to the Board or the relevant Committees

• All matters as stated in Annexure- X under Clause 49 of the Listing Agreement;
• Annual operating plans and budgets including capital budgets and any updates thereof;
• Quarterly results for the Company and its business segments;
• The information on recruitment and remuneration of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and the Company Secretary;
• Show cause, demand, prosecution notices and penalty notices which are materially important;
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems;
• Any material default in financial obligations to and by the Company or substantial non-payment for services rendered by the Company;
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company;
• Details of any joint venture or collaboration agreement and any acquisitions;
• Transactions that involve substantial payment towards goodwill, brand equity or intellectual property;
• Significant development on human resources front;
• Material risks affecting the Company's business and mitigation plans, where available;
• Sale of material nature of investments, subsidiaries and assets, which is not in normal course of business;
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material; and
• Non-compliance of any regulatory, statutory or listing requirements as well as steps taken by the Company to rectify instances of non-compliances and Shareholders' services such as non-payment of dividend, delay in share transfer etc.,

The Board also performed the key functions and other responsibilities as stated in Clauses 49 (I) (D) (1), (2) & (3) of the Listing Agreement.

In case of any special and urgent business needs, the Board's approval is given through circular resolutions, to the extent permitted by law.

The Board also noted, that plans are in place for orderly succession for appointments to the Board and to senior management.

Your Board met six times during the financial year 2014-15. They met on April 16 &17, 2014, May 20, 2014, July 17, 2014, October 15, 2014, January 19, 2015 and March 30, 2015. The Board transacted 1 (one) matter through Circular Resolution during the financial year 2014-15.

The necessary quorum was present for all the Board Meetings and the Fifteenth Annual General Meeting. The maximum interval between any two Board Meetings was well within the maximum allowed gap of one hundred and twenty days.

After each Board Meeting, your Company has a well-articulated system of follow up, review and reporting on actions taken by the Management on the decisions of the Board and Committees of the Board.

The Attendance Record of the Directors at the Board Meetings held and the Fifteenth AGM for the financial year 2014-15

¹ Resigned as an Executive Director w.e.f. October 20, 2014.

² Appointed as an Executive Director w.e.f. May 20, 2014.

³ Resigned as an Independent Director w.e.f. March 30, 2015.

⁴ Appointed as an Independent Director w.e.f. May 20, 2014.

^# Meetings attended includes attendance through tele-conferencing.

Directors’ Shareholding Details in the Company as on March 31, 2015

¹ Resigned as an Executive Director w.e.f. October 20, 2014.

² Appointed as an Executive Director w.e.f. May 20, 2014.

³ Resigned as an Independent Director w.e.f. March 30, 2015.

⁴ Appointed as an Independent Director w.e.f. May 20, 2014.

Apart from the above, none of the Non-Executive (including Independent) Directors hold any Equity Shares (as own or on behalf of any other person on beneficial basis) in the Company.

All changes being additions and deletions are communicated by the Board Members and recorded in the statutory registers and applicable disclosures also made to the Stock Exchanges.

II. Governance by Committees of the Board

The Board has constituted the following Committees and each Committee has their terms of reference as a Charter. The Chairman of each Committee along with the other Members of the Committee and if required other Members of the Board, decide the agenda, frequency and the duration of each meeting of that Committee. Currently, the Board has at the end of the year seven Committees:

(a) Audit Committee;

(b) Nomination and Remuneration Committee^@;

(c) Stakeholders Relationship Committee;

(d) Administrative Committee;

(e) Strategic Initiatives Committee;

(f) Corporate Social Responsibility Committee; and

(g) Risk Management Committee

^@The Company had two separate committees viz: Compensation Committee; and Nomination and Corporate Governance Committee. These two committees were unified to form the Nomination and Remuneration Committee on March 30, 2015.

(a) Audit Committee

The Audit Committee was constituted in accordance with the requirements of the Listing Agreement.

The Audit Committee reports to the Board and is primarily responsible for:

1. Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment, the replacement or removal of the Auditor (financial) and fixing of audit fees.
3. Approval of payment to Auditors (financial) for any other services rendered by them.
4. Reviewing, with the management, the annual financial statements and auditor’s and director’s report thereon before submission to the Board for approval, with particular reference to:
   1. Matters required to be included in the Director's Responsibility Statement to be included in the director's report in accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
   2. Changes, if any, in accounting policies and practices and reasons for the same;
   3. Major accounting entries involving estimates based on the exercise of judgment by management;
   4. Significant adjustments made in the financial statements arising out of audit findings;
   5. Compliance with listing and other legal requirements relating to financial statements;
   6. Disclosure of any related party transactions and review, and approve any transactions with related parties;
   7. Dealing with qualifications in the draft audit report;
   8. Review any concerns raised by Mindtree Minds or others about possible improprieties in financial reporting, including Management override of internal controls and financial irregularities involving Management team members;
   9. Review management discussion and analysis of financial condition and results of operations; and
   10. Review management letters / letters of internal control weaknesses issued by the Auditors;
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Review and monitor the auditor's independence and performance, and effectiveness of audit process.
7. Approval or any subsequent modification of transactions of the Company with related parties.
8. Scrutiny of inter-corporate loans and investments.
9. Valuation of undertakings or assets of the Company, wherever it is necessary.
10. Evaluation of internal financial controls and risk management systems.
11. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
13. Discussion with internal auditors any significant findings and follow up there on.
14. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
15. Discussion with Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors.
17. To review the functioning of the Whistle Blower mechanism.
18. Approval of appointment of CFO after assessing the qualifications, experience & background, etc. of the candidate.

19. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

    The Audit Committee has four Directors, as per the details given below. All Members are financially literate and have the required accounting and financial management expertise.

    Mr. Ramesh Ramanathan, Independent Director, is the Chairman of the Audit Committee with effect from July 22, 2013, and was present at the Fifteenth Annual General Meeting to answer the Shareholders' queries. The Company Secretary of the Company acted as the Secretary to the Audit Committee till the date of his resignation.

    The Audit Committee met five times during the financial year 2014-15. They met on April 16, 2014, July 16, 2014, October 15, 2014, December 15, 2014 and January 19, 2015 and not more than four months had elapsed between two Audit Committee meetings. The necessary quorum was present for all the said Audit Committee Meetings.

    The Audit Committee invited such of the executives, and a representative of the statutory auditors/ internal auditors it considered appropriate to be present at the meetings of the Committee.

Details of Composition and Attendance of the Audit Committee Meetings

(b) Nomination and Remuneration Committee

The Company had two separate committees viz: Compensation Committee; and Nomination and Corporate Governance Committee. These two committees were unified to form the Nomination and Remuneration Committee on March 30, 2015.The Nomination and Remuneration Committee is primarily responsible to:

• Identify potential candidates to become Board Members.
• Recommending nominees to various Committees of the Board.
• Recommending remuneration for non-Executive/Independent Directors.
• Ensuring that appropriate procedures are in place to assess Board's effectiveness.
• Developing an annual evaluation process of the Board and its Committees.
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
• Formulation of criteria for evaluation of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Assist the Board in ensuring that affordable, fair and effective compensation philosophy and policies are implemented;
• Approve and make recommendations to the Board in respect of salary structure and actual compensation (inclusive of performance based incentives and benefits) of the Executive Directors, including the Chief Executive Officer;
• Review and approve the compensation and ESOP/ESPS/RSU's and Phantom Stock grant to Senior Executives;
• Review and approve the overall budgetary increment proposals for annual increase of compensation and benefits for the employees;
• Review and approve the change in terms and conditions of the ESOP/ ESPS/ RSU's and Phantom Stock;
• Review and approve any disclosures in the annual report or elsewhere in respect of compensation policies or Directors' compensation;
• Any other matter referred to the Nomination and Remuneration Committee by the Board of Directors of the Company.

The Nomination and Remuneration Committee is responsible for reviewing the overall goals and objectives of compensation programs, as well as our compensation plans, and making changes to such goals, objectives and plans.

The Compensation Committee (prior to its unification) based the compensation programs on the following objectives:

Remuneration Policy

The Company's remuneration policy is driven by the success and performance of the individual employee and the Company. Our compensation philosophy is to align Directors and Mindtree Minds compensation with our business objectives, so that compensation is used as a strategic tool that help us recruit, motivate and retain highly talented individuals who are committed to our core values. We believe that our compensation programs are integral to achieving our goals. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, commission (variable component) to its Chairman, Managing Director and other Executive Directors. Annual increments are decided by the Compensation Committee within the salary scale approved by the Board and Shareholders.

The composition of the Nomination and Remuneration Committee (unified on March 30, 2015) is as under:

The Compensation Committee (prior to unification) met two times during the financial year on April 17, 2014 and July 17, 2014. The Committee also passed 2 (two) matters by Circulation, dated November 21, 2014 and December 26, 2014 during the said period.

Details of Composition and Attendance of the Compensation Committee Meetings

Criteria of selection of Non-Executive Directors

1. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with, Directors having expertise in the fields of Information Technology, sales /marketing, finance, taxation, law, governance, and general management.
2. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company, so as to enable the Board to discharge its function and duties effectively.
3. The Nomination & Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director;
   1. Qualification, expertise and experience of the Directors in their respective fields;
   2. Personal, Professional or business standing;
   3. Diversity of the Board.
4. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

Details of Remuneration paid to Executive Directors during the financial year ended 2014-15

These details are provided in (Annexure 4) the extract of the Annual Return, annexed to the Directors Report in Form MGT-9 as required under the provisions of Section 92 of the Companies Act, 2013.

Stock Options to Executive Directors

No stock options have been granted to any of the Executive Directors during the financial year 2014-15.

Criteria for making payment to Independent Directors

Members of the Company at the Fifteenth Annual General Meeting of the Company held on July 18, 2014, have approved payment of remuneration by way of commission to Independent Directors, a sum not exceeding 1% per annum of the net profits of the Company for all Independent Directors in aggregate for one financial year.

Commission, if any, paid to Independent Directors, is fixed by the Board based on (i) the contribution they make to the decision making at the Board level; and (ii) Industry standards/ practice.

No sitting fees was paid to them for attending any meeting of the Board and or its Committee's.

No remuneration is paid to Mr. V. G. Siddhartha, the Non-Executive Director on the Board.

During the year, there were no pecuniary relationships or transactions between the Company and any of its Non-Executive/ Independent Directors apart from commission / exercise of stock options granted prior to April 1, 2015.

The details of commission paid and stock options made to Independent Directors during the financial year 2014-15 are provided hereinafter:

Stock Option

^#Consequent to issue of Bonus Shares by the Company, as per the resolution of the members by way of postal ballot passed on May 31, 2015.

¹Resigned as an Independent Director w.e.f. March 30, 2015

Details of Remuneration and Commission paid to Independent Directors during the Financial Year 2014-15

These details are provided in (Annexure 4) the extract of the Annual Return, annexed to the Directors Report in Form MGT-9 as required under the provisions of Section 92 of the Companies Act, 2013.

During the Financial Year2014-15, the Company has not advanced any loans to any of its Directors

Service Contracts, Notice Period and Severance Pay

Chairman, Managing Director and the Executive Directors

The Company has a contract with the Executive Chairman-Mr. Subroto Bagchi. The notice period for his resignation, is three months. It is now proposed to bring the appointment of Mr Subroto Bagchi to be in line with the provisions of Companies Act, 2013, and accordingly consent and approval is being sought for appointing Mr. Subroto Bagchi, as Executive Chairman of the Company with effect from April 1, 2015 till May 31, 2017, in lieu of expiration or termination of his employment contract (including extensions), if any passed earlier.

Mr. Krishnakumar Natarajan has been re-appointed as the CEO & Managing Director from April 1, 2014 to June 30, 2017, and his notice period for resignation is twelve months.

Mr. N.S. Parthasarathy, Executive Director has been appointed for a period of five years with effect from January 1, 2014 to December 31, 2018, and his notice period for resignation is three months.

Mr. Rostow Ravanan, Executive Director who is retiring by rotation and is eligible for reappointment, and the Board recommends his reappointment as Executive Director for a period of 5 years from May 19, 2015 till May 18, 2020, and his notice period for resignation is three months.

The appointment of the Managing Director and Executive Director/ Whole-time Director(s) is governed by the Articles of Association of the Company, the resolutions passed by the Board of Directors (either at a meeting or by way of circulation), and the Members of the Company along with Service/ Employment Contracts.

Details of Meetings and Attendance of the Nomination and Corporate Governance Committee (prior to its unification as Nomination and Remuneration Committee on March 30, 2015)

The committee met twice during the year viz., July 16, 2014 and December 17, 2014.

The frequency, agenda, duration, etc., are as set by the Chairman of the Committee

Performance Evaluation:

The Board has conducted an evaluation of its performance and details of the same is given in the Director's Report.

Nominee Director(s)

One of our large investors have nominated their representative to our Board.

Details of shareholding by investors who have nominee/s on our Board as on March 31, 2015 are given below:

Independent Directors/Non-Executive Directors

The term of office of Mr. Ramesh Ramanathan and Prof. Pankaj Chandra are defined, as proposed in the notice of the Sixteenth Annual General Meeting and it shall be as approved therein.

Mr. V.G.Siddhartha, Non-Executive and Non-Independent Director was appointed in the previous AGM as Director liable to retire by rotation and his status continues.

Notice pay/ Severance pay is not applicable to the Independent Director and/ or Non-Executive Directors.

(c) Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee is responsible for:

• Redressal of Shareholders' grievances in general and relating to non-receipt of dividends, interest, non-receipt of balance sheet, for approval of the share transfers, transmissions and transpositions, etc.;
• specifically look into the redressal of grievances of shareholders, debenture holders and other security holders, and
• such other matters as may, from time to time, be required by any statutory, contractual or other regulatory requirements to be attended by such Committee.

Details of Composition of the Stakeholders' Relationship Committee

¹Resigned w.e.f. October 20, 2014

²Appointed as a member w.e.f May 20, 2014

Mr. Rajesh S Narang, Vice President - Legal & Company Secretary acted as the Secretary to the Stakeholders Relationship Committee and Compliance Officer till his resignation on February 13, 2015.

The Company Secretary till resignation and then Compliance Officer monitors the share transfer process and reports to the Company's Board in each meeting and the said Officer also directly liaises with the authorities such as SEBI, Stock Exchanges, ROC etc., and investors with respect to implementation of various clause, rules, regulations and other directives of such authorities and investor service & complaints related matter. There is no share transfer pending for more than 15 days.

Your Company has a designated e-mail ID, investors@mindtree.com for the redressal of any Stakeholders' related grievances exclusively for the purpose of registering complaints by Members/ stakeholders. Your Company has also displayed the said email ID under the investors section at its website, www.mindtree.com and other relevant details prominently for creating investor/ stakeholder awareness.

Your Company maintains a functional website containing necessary information about the Company e.g. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company, who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc., at http://www.mindtree.com/company/investorsand the contents of the said website are updated at any given point of time as per Clause 54 of the Listing Agreement, and as per the requirements of the Companies Act, 2013.

Details of complaints/ requests etc., received and resolved during the financial year 2014-15 are as below:

(d) Administrative Committee

The Board has constituted an Administrative Committee. The purpose of the Administrative Committee is to authorize and manage the day-to-day business transactions like, opening/ closure of Company’s bank accounts, grant and revocation of general/specific powers of attorney, consider and approve allotment of equity shares pursuant to exercise of stock options, setting up branch offices, to issue authority letters/ affidavits for the purpose of institutional business/ government and to approve such other matters as may be required for the administrative purposes of the Company and other administrative matters as delegated by Board from time to time, which would then be ratified by the Board at the subsequent Board Meeting.

The Administrative Committee met 17 times during the financial year 2014-15. The necessary quorum was present for all the said Committee Meetings.

Details of Composition, Meetings and Attendance of the Administrative Committee

This Committee meets as and when there is a need to carry out any urgent business transactions.

¹ Appointed as a Member w.e.f. May 20, 2014

² Apointed as a Member w.e.f. May 20, 2014

³ Ceased to be a Member w.e.f. May 20, 2014

⁴ Ceased to be a Member w.e.f. May 20, 2014

(e) Strategic Initiatives Committee

The Board constituted the Strategic Initiatives Committee to handle any merger and acquisition opportunities and other key strategic activities of the Company.

Strategic Initiatives Committee is responsible for:

• Approval for entry into new business areas;
• Approval for setting up new delivery centres outside India;
• Investment in the equity or warrants of any other company, other than routine investments in mutual funds or bank deposits or the like;
• Approval for any merger or acquisition opportunities, including any funding arrangements entered into by the Company for such activities; and
• Any other matter that may be entrusted to the Committee by the Board.

Details of composition of the Strategic Initiatives Committee

¹ Ceased to be a Member w.e.f. March 30, 2015

The frequency, notice, agenda, duration, etc., for meetings of the Strategic Initiatives Committee shall be as set by the Chairman of the Committee.

(f) Corporate Social Responsibility Committee (CSR Committee)

The Board has constituted the CSR Committee as per the requirements of the Companies Act, 2013 along with applicable rules.

Details of Composition of the CSR Committee

¹ Appointed as a Member w.e.f. May 20, 2014.

² Ceased to be the Chief Financial Officer w.e.f. April 1, 2015.

The frequency, notice, agenda, duration, etc., for meetings of the CSR Committee shall be set by the Chairman of the Committee.

(g) Risk Management Committee - Terms of Reference and meeting details

The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Agreement.

The Risk Management Committee lays down procedures

1. To inform Board members about the risk assessment and minimization procedures.
2. Framing, implementing and monitoring the risk management plan for the company.
3. Any other matter that may be entrusted to the Committee by the Board.

Details of Composition of the Risk Management Committee

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee.

Board Disclosures - Risk Management

The Company has established effective risk assessment and minimization procedures, which are reviewed by the Board periodically. The procedures comprise of an in-house exercise on Risk Management, carried out periodically by the Company, including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time.

The structure also comprises of risk identification and assessment by the concerned departments, identification of controls in place/ mitigation process in place, updating of risk registers by various departments if required.

These reports are consolidated and presented by the Chief Risk Officer (CRO), to the Board of the Company. Your Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance requirements and proactively develops measures to comply with such requirements.

Your Company by identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders, including owners, employees, customers, regulators, and society overall. A detailed report on risk management is provided herewith in this Annual Report.

III. Governance to Shareholders
General Body Meetings
Annual General Meetings of the earlier three years:

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

Postal Ballot

A Postal Ballot was conducted during the financial year ending March 31, 2015.The details are given below:

The details regarding the businesses transacted by way of postal ballot and the voting results thereof the Postal Ballot:

At the Board meeting held on April 16, 2014 responsibility of facilitating the Postal Ballot activity was delegated to any Executive Director or the Chief Financial Officer or the Company Secretary. All of them were jointly responsible for the entire postal ballot process and they were jointly and severally authorized to do all things and to take all incidental and necessary steps.

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, approval of the Members of the Company was sought for the following proposed Special Resolutions to be passed by way of Postal Ballot (including electronic voting):

The Board of Directors of Company, appointed Mr. S. Eshwar, Practicing Company Secretary, as the scrutinizer for the process of Postal Ballot to be conducted as per the provisions of Section 110 of Companies Act, 2013. The procedure for the Postal ballot was stated in the notice sent. All the Resolutions were approved and necessary disclosures were made to the Stock Exchanges.

Subsidiary Companies

There were no material non listed subsidiaries during the year under review.

Disclosures

(i) Disclosure of Related Party Transactions

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions. This policy is available on the website.

During the year 2014-15, no materially significant related party transactions have been entered into by the Company with the Promoters, Directors or Management or their relatives, that may have a potential conflict with the interest of the Company. None of the Non-Executive Directors/ Independent Directors have any pecuniary material relationship or transactions with the Company for the year ended March 31, 2015, and have given undertakings to that effect. Details of all related party transactions are disclosed in the Notes to the Accounts in the Annual Report as required under Accounting Standard-18 issued by the Institute of Chartered Accountants of India. The transactions with the companies, where the Directors of the Company were interested, were in the ordinary course of business, at arm's length and such transactions did not have any potential conflict with the interests of the Company.

All related party transactions were done with prior approval of the Audit Committee. There are no material related party transactions that require approval of the shareholders.

Register under Section 189 of the Companies Act, 2013 is maintained and particulars of transactions are entered in the Register, wherever applicable. Such transactions are provided to the Board and Audit Committee, and the interested Directors neither participate in the discussion, nor do they vote on such matters, when such matters come up for approval.

(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the last three years

No penalty, or stricture was imposed by the Stock Exchanges or SEBI or any other authority, during the last 3 (three) years, since all applicable requirements were fully complied with.

(iii) Accounting treatment in preparation of Financial Statements

The guidelines/ accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.

(iv) Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and has established the necessary mechanism in line with the requirements under the Companies Act, 2013 and Listing Agreement:

• For employees to report concerns about unethical behavior;
• To establish a mechanism to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Integrity Policy; and
• To ensure that adequate safeguards shall be provided to the whistle blowers against any victimization or vindictive practices like retaliation, threat or any adverse (direct or indirect) action on their employment. The Policy also ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

No personnel/ person has been denied access to the Audit Committee.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and Board. The Audit Committee on a quarterly basis looks into matters reported and track matters to closure as per law.

(v) Code of Conduct

Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., www.mindtree.com. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended March 31, 2015. A declaration signed by the Chief Executive Officer (CEO) to this effect is attached as Annexure A to the Corporate Governance Report in the Annual Report.

(vi) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of Clause 49 of the Listing Agreement

The Company has disclosed and complied with all the mandatory requirements under Clause 49 of the Listing Agreement. The details of these compliances have been given in the relevant sections of this report.

Among the non-mandatory requirements of Clause 49 of the Listing Agreement, the Company has complied with the following:

Separate posts of Chairman and CEO - The Chairman and Managing Director/ CEO are two separate persons -The position of Chairman and CEO is bifurcated in the Company.

Reporting of Internal Auditor - The Internal Auditor reports directly to the Audit Committee.

Audit Qualifications - The Company has unqualified financial statements since inception.

Compliance of Prohibition of Insider Trading Regulations

Your Company has comprehensive guidelines on prohibiting insider trading and the Company has adopted the code of internal procedures and conduct for listed companies notified by the SEBI.

Appointment and Re-appointment of Directors

A. Appointments

Mr. Rostow Ravanan was appointed as an Executive Director from May 20, 2014, and he is liable to retire by rotation.

Ms. Manisha Girotra was appointed as an Independent Director from May 20, 2014 till May 19, 2019.

Appointment of Prof. Pankaj Chandra and Mr. Ramesh Ramanathan as Independent Directors till March 31, 2018 by altering their terms of office as Independent Directors, is being placed before the Shareholders at the ensuing Sixteenth Annual General Meeting for approval.

B. Resignations

Mr. S. Janakiraman resigned as an Executive Director with effect from October 20, 2014. Prof. David Bruce Yoffie, resigned as Independent Director with effect from March 30, 2015.

Retire by Rotation

Mr. Rostow Ravanan will be retiring by rotation and being eligible, offers himself for re-appointment in the ensuing Sixteenth Annual General Meeting and the matter is being placed before the Shareholders for approval.>

The brief résumés of these Directors are furnished along with the Explanatory Statement to the notice to the Sixteenth Annual General Meeting pursuant to the provisions of Clause 49 of the Listing Agreement.

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 various recognition and awards received by the Company are provided in other sections of the Annual Report.

Reconciliation of Share Capital Audit

The 'Reconciliation of Share Capital Audit' was undertaken on a quarterly basis and the audit covers the reconciliation of the total admitted capital with NSDL and CDSL and the total issued and listed capital.

The audit has also confirmed that the aggregate of the total issued/ paid-up-capital is in agreement with the total number of shares in physical form, shares allotted & advised for demat credit but pending execution and the total number of dematerialized shares held with NSDL and CDSL.

Secretarial Audit

During the Financial Year 2014-15 Secretarial Audit was conducted as required under the provisions of Section 204 of the Companies Act, 2013. Mr. G. Shanker Prasad, Practicing Company Secretary, Membership Number: 6357; CP Number: 6450 conducted the audit, and the Secretarial Audit Report is in Annexure 8 to the Director's Report.

Compliance with Clause 49 of the Listing Agreement

The Auditor's Certificate obtained from M/s. BSR & Co. LLP, (previously, BSR & Co.,) Chartered Accountants, (Firm Registration No. 101248W/W - 100022) is provided as Annexure-B to the Corporate Governance Report in the Annual Report for compliance with Clause 49 of the Listing Agreement.

Governance by the Management

Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis is provided separately in the Annual Report.

CEO and CFO's Certification

As required by Clause 49 of the Listing Agreement, the CEO and CFO's Certification is provided as Annexure-C to the Corporate Governance Report in the Annual Report.

As required under Clause 49(IX) of the Listing Agreement, the CEO and CFO's Certification of the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting for the financial year ended March 31, 2015, was placed before the Board of Directors at all their meetings held.

Means of Communication

Your Company would like to constantly communicate to its investors and stakeholders about its operations and financial results.

The transcripts of the quarterly earnings calls with analysts have also been published on its website. Your Company also had sent quarterly financial updates to all Investors and Shareholders whose e-mail ids/ addresses are registered/ made available to us.

CFDS - The Company reports all information to the stock exchanges by reporting it through their electronic filing system.

Quarterly results and presentations made by the Company to analysts are put on the Company's web-site.

The Company submitted a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per the format given in Annexure – XI to the Listing Agreement.

The Company has obtained a certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in this clause and annexed the certificate with the Directors' Report.

General Shareholders' Information

Sixteenth Annual General Meeting

The Sixteenth Annual General Meeting (AGM) of the Company for the financial year 2014-15 is scheduled on Monday, June 22, 2015 at 10.30 AM at 'The Chancery Hall', Hotel Atria, #1, Palace Road, Bengaluru - 560 001, Karnataka, India.

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement with the Stock Exchanges (NSE & BSE), the Company has also extended e-voting facility, for its Members to enable them to cast their votes electronically on the proposed resolutions in the Notice of the Sixteenth AGM, instead of Voting in the Annual General Meeting. Instructions for e-voting are listed under the segment "Notes" in the Notice to Sixteenth AGM.

Those of the Shareholders/ Members, who cannot attend the AGM in person, can appoint a proxy to represent them in the AGM, for which the Shareholder/ Member needs to fill in a proxy form and send it to the Company, to its Registered Office address, on or before 10.30 AM on June 20, 2015.

Financial Year

Financial Calendar: Financial Year from April 1, 2015 to March 31, 2016

Date of Book Closure

The dates of book closure shall be from Monday, June 15, 2015 to Monday, June 22, 2015 (both days inclusive).

Details of Dividend for the Financial Year 2014-15

Your Directors had declared a first interim dividend of ₹ 3/- per share on the equity shares of `10/- each (par value) on October 15, 2014 and were 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 21, 2014.

Your Directors had also declared a second interim dividend of ₹ 4/- per share on the equity shares of `10/- each (par value) on January 19, 2015 and were paid to the Shareholders who were on the Register of Members of the Company as on the record date at the closing hours of January 27, 2015.

Your Directors have also recommended for the following final dividend for the financial year ended March 31, 2015 which is payable on obtaining the Shareholders’ approval in the Sixteenth Annual General Meeting:

Listing on Stock Exchanges

Your Company's equity shares are listed on the following Stock Exchanges as on March 31, 2015:

1. Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001; &
2. National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

Listing fees for the financial year 2014-15 has been paid to both NSE and BSE wherein the equity shares of the Company are listed within the stipulated time.

Stock Code

Corporate Identity Number (CIN)

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

International Securities Identification Number (ISIN)

ISIN is an identification number for traded shares. This number needs to be quoted in each transaction relating to the dematerialized equity shares of the Company. Your Company’s ISIN number for its equity shares is INE018I01017

Market Price Data: High, Low during each month of the Financial Year 2014-15

The Company's monthly high and low quotations as well as the total turnover at the NSE and BSE are given herein;

The equity shares of the Company were listed in the Stock Exchanges for Financial Year 2014-15. Share price data for each month during the financial year 2014-2015 on the National Stock Exchange of India Limited are as mentioned below:

Share price data for each month during the financial year 2014-2015 on the Bombay Stock Exchange Limited are as mentioned below:

Performance in comparison to broad-based indices such as NSE Nifty, BSE Sensex, index etc.

Mindtree's Share Price Movement Compared to CNX Nifty and BSE Sensex

CNX Nifty & Mindtree Share Price

List of Top Ten Shareholders of the Company as on March 31, 2015

List of Top Ten Shareholders of the Company as on March 31, 2015

Registrar and Share Transfer Agent

All work related to Share Registry, both in physical form and electronic form, is handled by the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited. The communication address of the Registrar and Share Transfer Agent is given hereunder.

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: rnt.helpdesk@linkintime.co.in| Website: www.linkintime.co.in

Share Transfer System

We have a Stakeholders' Relationship Committee represented by the Board to examine and redress Stakeholders' and Investors' complaints. The process and approval of share transfer has been delegated to the Company Secretary and Share Transfer Agent by the Board. The Company Secretary approves the share transfers and reports the same to the Board at every quarterly meeting as may be applicable.

The share transfer system with respect to physical shares consists of activities like receipt of shares along with transfer deed from transferees, its verification, and preparation of Memorandum of Transfers, its approval by the respective Committee, and dispatch of duly endorsed share certificates to the respective transferees, within the prescribed time, as per the Listing Agreement. In line with SEBI Circular dated July 5, 2012, share certificates are being issued within 15 days of date of lodgment for transfer, sub-division and consolidation. Adequate care is taken to ensure that, no transfers are pending for more than a fortnight. As bulk of the Company's shares are currently traded in dematerialized form, the transfers are processed and approved in the electronic form by NSDL/ CDSL through their depository participants. Link Intime India Private Limited is the common Share Transfer Agent for both physical and dematerialised mode.

Share Transfer activities under physical segment like receipt/ dispatch of documents, their verification and preparation of Memorandum of Transfers are being carried out by Link Intime India Private Limited. Confirmations in respect of the requests for dematerialisation of shares are being sent to the respective depositories i.e. NSDL & CDSL expeditiously.

Details of transaction requests received and processed during the financial year 2014-15

Distribution of Shareholding

Shareholding Pattern as on March 31, 2015 under Clause 35 of the Listing Agreement

Categories of Shareholders as on March 31, 2015

Categories of Shareholders as on March 31, 2015

Dematerialization of Shares and Liquidity

The Company's shares are admitted into both the Depositories i.e. National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL') by the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited. 99.71% of the Company's shares are held in electronic/demat form as on March 31, 2015.

As on March 31, 2015, the number of shares held in dematerialized and physical mode are as under:

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/ electronic form and for matters related to dividends, change of address, change of bank mandates, etc., Shareholders should communicate directly with their respective Depository Participant.

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 Private Limited, our Registrar and Share Transfer Agent.

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity

There are no outstanding GDRs / ADRs / Warrants / Convertible instruments of the Company and hence, the same is not applicable to the Company.

Branch Locations of the Company

The branch locations consisting of address and other contact details have been provided seperately in this Annual Report and also available at http://www.mindtree.com/contact-us.

Address for Correspondence

Shareholders can also send their correspondence to the Company with respect to their shares, dividend, request for annual reports and shareholder grievance. The contact details are provided below:

Mr. Prakash Bharadwaj

Associate Company Secretary

Mindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru - 560 059, India. Ph: + 91 80 33955118 | Fax: + 91 80 6706 4100 Email: investors@mindtree.com | Website: www.mindtree.com

Analysts can reach our Investor Relations Team for any queries and clarifications on Financial/Investor Relations related matters as given below:

Mr. Sushanth Pai

Chief Risk Officer & Head - Investor Relations

Mindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru - 560 059, India. Ph: + 91 80 33955458 | Fax: + 91 80 6706 4100

Email: sushanth.pai@mindtree.com | Website: www.mindtree.com

Registered Office

Global Village, RVCE Post, Mysore Road, Bengaluru 560 059, Karnataka, India. Ph: +91-80-6706 4000 | Fax: +91-80-6706 4100 Website: www.mindtree.com

Annexure-A

Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding compliance with Code of Conduct

In accordance with Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended March 31, 2015.

Place: Bengaluru

Date : April 16, 2015

Krishnakumar Natarajan

CEO & Managing Director

Annexure-B

Auditors' Certificate on Corporate Governance

To the Members of Mindtree Limited

We have examined the compliance of conditions of Corporate Governance by Mindtree Limited ('the Company'), for the year ended March 31,2015, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For B S R & Co. LLP, (previously, BSR & Co.,).

Chartered Accountants

Firm Registration No. 101248W / W - 100022

Supreet Sachdev

Partner

Membership No. 205385

Bengaluru

April 16, 2015

Annexure-C

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

We, Krishnakumar Natarajan - CEO & Managing Director and Jagannathan Chakravarthi, Chief Financial Officer of Mindtree Limited, to the best of our knowledge, information and belief, certify that:

1. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2015:
   1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
   2. These statements together present, in all material respects, a true and fair view of the Company's affairs, the financial condition and results of operations and are in compliance with applicable accounting standards, laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or which violate the Company's code of conduct.
3. We are responsible for establishing and maintaining internal controls over financial reporting by the Company and we have:
   1. Designed such controls to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others;
   2. Designed or caused to be designed, such internal control systems over financial reporting, so as to provide reasonable assurance regarding the preparation of financial statements in accordance with Generally Accepted Accounting Principles (GAAP) in India; and
   3. Evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting.
4. During the year, we have disclosed to the Company's Auditors and the Audit Committee of the Board of Directors:
   1. Any change, that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting;
   2. Any significant changes in accounting policies during the year, and that the same have been disclosed appropriately in the notes to the financial statements;
   3. Instances of significant fraud, if any, that we are aware especially, if any, Member of management or employee involved in financial reporting related process. No such instances were noticed during the year 2014-15;
   4. All significant changes and deficiencies, if any, in the design or operation of internal controls, which could adversely affect the Company's ability to record, process, summarize and report financial data; and
   5. Any material weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies.
5. In the event of any materially significant misstatements or omissions, we will return to the Company that part of any bonus or incentive which was inflated on account of such mistakes or omissions.
6. We affirm that we have not denied any employee, access to the Audit Committee of the Company (in respect of matters involving alleged misconduct) and we have provided protection to whistleblowers from unfair termination and other unfair or prejudicial employment practices.
7. We further declare that, all Board Members and Senior Managerial Personnel have affirmed compliance with the code of conduct for the current year.

Bengaluru

April 16, 2015

Krishnakumar Natarajan

CEO & Managing Director

Jagannathan Chakravarthi

Chief Financial Officer