Corporate Governance Report 2015-16

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 named in the leadership zone in Zinnov's Global Product Engineering Service Provider Ratings for the fourth time in a row.
• Mindtree has been voted as one of the 50 Happiest Companies in America for 2016.
• Mr. Krishnakumar Natarajan, CEO & Managing Director, Mindtree has been included among India's Top 100 CEOs in an annual study conducted by Business Today and PwC (Jan 2016).
• Mr. Krishnakumar Natarajan, CEO & Managing Director, Mindtree has been named as the EY Entrepreneur of the Year 2015 Award by EY under the Services category (Jan 2016).
• Mindtree has won the “Best Corporate Governance – Technology – Asia – 2015” for having exhibited exceptional leadership in the area of governance (Oct 2015).
• Mindtree was awarded the Digital transformation Czar Award under the Digital Transformation category at the CIO 100 awards organized by the IDG group (Oct 2015).
• Mindtree has been placed among the top ten BEST Award Winners by the Association for Talent Development for its most innovative talent development initiatives.
• Mindtree named as the “Most Popular Organization” in the space of Talent Acquisition by the TA Leadership League Awards.
• Mindtree won the NCPEDP-Mphasis Universal Design Award for 2015 under Category C for companies or organizations that have taken up the cause of Accessibility and Universal Design.
• Mindtree was recognized as the EPG Emerging Azure Partner of the Year in FY15 by Microsoft (July 2015).
• Mindtree named in Forbes India's first ever Super 50 list based on consistent shareholder returns, sales growth and return of equity (July 2015).
• Declared the Gold category Award winner of the Learning Elite Awards 2015 by the Chief Learning Officer Magazine, for its innovative learning and development practices.
• Earned a special recognition in the Sustained Excellence Category of BML Munjal Awards 2015, organized by the Hero Group for demonstrating business excellence through its learning and development initiatives.

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 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, define its role and enable 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 has always been involved in various CSR activities. Your Company has developed various digital platforms towards CSR activities which are as follows:

• I Got Garbage (IGG) – A digital platform created by Mindtree to enhance waste picker livelihood and landfill reduction through micro-business. A platform in which 9,300 recycling managers have registered, 10.2 MKgs of wastes are recycled. The initiatives have been actively incorporated in various cities.
• I Got Skills (IGS) – A digital platform for improvement in student learning and skill training. The platform helps in continuous skill assessment, principal leadership development, school infrastructure management, etc.
• I Got Crops (IGC) – A cloud based platform to help farmers improve their income, soil health, water table and livestock status. The platform is targeted to reach 120,000 farmers and to improve their income 3 times from the current level.

In addition to the above, the Company has undertaken various other CSR activities, and the details of the same are given in Annexure 7 to the Directors' Report.

I. The Board of Directors (The Board)

Your Company had a balanced mix of Executive and Non-Executive Directors in the Board. 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 2015-16 was Mr. Subroto Bagchi, an Executive Director and at least half of the Board were Independent Directors, including two lady Directors. Therefore the composition of the Board is in compliance with the Listing Agreement and Regulation 17 (1) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

(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. More than half the Board were Non-Executive and Independent Directors. At this year ended March 31, 2016, the Board composition consisted of 10 Directors comprising four Executive and Promoter 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, 2016:

¹Ceased to be Executive Chairman and continues as Non-Executive and Non-Independent Director w.e.f. April 01, 2016

² Appointed as Executive Chairman w.e.f. April 01, 2016

³ Appointed as CEO & Managing Director w.e.f. April 01, 2016

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. The Committees includes Audit Committee and Stakeholders' Relationship Committee. None of the Directors 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 under the Listing Agreement, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and any amendments thereto.
5. The Company has issued formal letter of appointment to its Independent Directors appointed at the AGM held on June 22, 2015. The terms and conditions of draft appointment letter is published on the website of the Company in the following link: http://www.mindtree.com/sites/default/files/letter-of-appointment-for-independent-director.pdf. The tenure of Independent Directors is in accordance with the Companies Act, 2013 and that of Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 among themselves after every Board Meeting, without the attendance of the Executive Directors and members of the Management of the Company. These meetings were held on 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 reviewed the matters as required under the Listing Agreement, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that of Companies Act, 2013. Action items, if any, were 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.

(b) Attendance of the Directors at the Board Meetings and the Sixteenth 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 all the matters as required to be placed under the Listing Agreement, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that of Companies Act, 2013. The agenda is generally circulated seven clear 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 made necessary disclosures 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:

• All matters required under the Listing Agreement;
• All matters as stated in Part A of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• Annual operating plans and budgets and any updates;
• Capital Budgets and any updates;
• Quarterly and/ or Annual results for the Company and its operating divisions or business segments;
• Minutes of meetings of Audit Committee and other Committees of the Board;
• 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 goods sold 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;
• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property;
• Significant labor problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.;
• Sale of investments, subsidiaries, assets which are material in nature and 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 and shareholders service such as non-payment of dividend, delay in share transfer etc.

In case of any special and urgent business need, the Board's approval is taken by way of circular resolutions in accordance with the Companies Act, 2013.

The Board also noted that orderly succession plans are in place for appointments to the Board and that of senior management. The Board also reviews the compliance reports pertaining to all laws applicable to the Company and take necessary steps to rectify the instances of non-compliances, if any.

Your Board met six times during the financial year 2015-16 on April 16, 2015, June 22, 2015, July 16, 2015, October 15, 2015, January 18, 2016 and March 23, 2016. The Board has passed two Circular Resolutions during the financial year 2015-16.

The necessary quorum was present for all the Board Meetings and the Sixteenth 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 Sixteenth AGM for the Financial Year 2015-16

^# Meetings attended includes attendance through audio visual means/ video conferencing.

Directors' Shareholding Details in the Company as on March 31, 2016

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 the 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. The Committee Chairman provides a brief update during the Board Meetings. The Board had the following Committees during the year 2015-16:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Strategic Initiatives Committee (discontinued w.e.f. July 16, 2015);

(d) Stakeholders' Relationship Committee;

(e) Administrative Committee;

(f) Corporate Social Responsibility Committee; and

(g) Risk Management Committee

(a) Audit Committee

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

The Audit Committee reports to the Board and the roles, responsibilities and the terms of reference of the same are as follows:

1. Overseeing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements and auditor'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 Board's report in terms of 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;
   7. Qualifications in the draft audit report;
   8. Modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the Company with related parties.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
13. 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.
14. Discussion with internal auditors any significant findings and follow up thereon.
15. 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.
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17. 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.
18. To review the functioning of the Whistle Blower mechanism.
19. Approval of appointment of CFO after assessing the qualifications, experience & background, etc. of the candidate.
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
21. Management discussion and analysis of financial condition and results of operations.
22. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.
23. Management letters/ letters of internal control weaknesses issued by the statutory auditors.
24. Internal audit reports relating to internal control weaknesses.
25. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.
26. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
27. Annual Statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of Regulation 32(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
28. The Audit Committee of the listed holding company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary company.

The Audit Committee has four members, 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 and was present at the Sixteenth Annual General Meeting to answer the Shareholders' queries.

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

The Audit Committee had powers of investigation , within the terms of reference, wherever necessary, during the year.

The Audit Committee met five times during the financial year 2015-16 on April 16, 2015, July 16, 2015, October 14, 2015, January 18, 2016 and March 23, 2016 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 details of composition, meetings and attendance of the same is as below:

Details of Composition and Attendance of the Audit Committee Meetings

^# Meetings attended includes attendance through audio visual means/ video conferencing.

Ms .Vedavalli S, Company Secretary and Compliance Officer acted as the Secretary to the Audit Committee w.e.f. June 22, 2015.

(b) Nomination and Remuneration Committee

Nomination and Remuneration Committee was constituted in accordance with the requirement of statutes.

The roles, responsibilities and terms of reference of Nomination and Remuneration Committee are as follows:

1. Identify potential candidates to become Board Members.
2. Recommending nominees to various Committees of the Board.
3. Recommending remuneration for Non-Executive/ Independent Directors.
4. Ensuring that appropriate procedures are in place to assess Board's effectiveness.
5. Developing an annual evaluation process of the Board and its Committees.
6. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the appointment and remuneration of the directors, key managerial personnel and other senior management employees.
7. Formulation of criteria for evaluation of Independent Directors and the Board and the recommendation for re-appointment.
8. Devising a policy on Board diversity.
9. Assist the Board in ensuring that affordable, fair and effective compensation philosophy and policies are implemented.
10. 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.
11. Review and approve the compensation and ESOP/ ESPS/ RSU’s and Phantom Stock grant to Senior Executives.
12. Review and approve the overall budgetary increment proposals for annual increase of compensation and benefits for the employees.
13. Review and approve the change in terms and conditions of the ESOP/ ESPS/ RSU’s and Phantom Stock.
14. Review and approve any disclosures in the annual report or elsewhere in respect of compensation policies or Directors’ compensation.
15. The remuneration policy and the evaluation criteria is as disclosed in the Directors’ Report and
16. 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.

Ms. Apurva Purohit, Independent Director, is the Chairman of the Nomination and Remuneration Committee and was present at the Sixteenth Annual General Meeting to answer the Shareholders' queries.

Remuneration Policy

The Company’s remuneration policy is driven by the success and performance of the individual employees 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 helps 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 Nomination and Remuneration Committee within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Committee met four times during the financial year 2015-16 on April 16, 2015, June 22, 2015, October 15, 2015 and January 18, 2016. The details of composition, meetings and attendance of the same is as below:

Details of Composition and Attendance of the Nomination and Remuneration Committee Meetings

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

Details of Remuneration paid to Executive Directors during the Financial Year ended 2015-16

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 2015-16.

Criteria of selection of Non-Executive Directors

(a) 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.

(b) 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.

(c) The Nomination and 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; and
3. Diversity of the Board.

(d) In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his/ her engagement level.

Criteria for making payment to Non-Executive and Independent Directors

Members of the Company at the 15th Annual General Meeting of the Company held on July 18, 2014, have approved payment of remuneration by way of commission to Non-Executive and Independent Directors, a sum not exceeding 1% per annum of the net profits of the Company 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 was 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 and exercise of stock options which were granted prior to April 1, 2014.

The details of stock options outstanding to Independent Directors as on March 31, 2016 are provided hereinafter:

^# Consequent to issue of Bonus Shares by the Company during Financial Years 2014-15 and 2015-16.

Details of Remuneration and Commission paid to Independent Directors during the Financial Year 2015-16

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 year 2015-16, the Company has not advanced any loans to any of its Directors.

Service Contracts, Notice Period and Severance Fees

Chairman, Managing Director and Executive Directors

Mr. Subroto Bagchi ceased to be Executive Chairman and continues as Non-Executive and Non-Independent Director w.e.f. April 01, 2016 and the service contract, notice period and severance fees are not applicable.

Mr. Krishnakumar Natarajan has been appointed as Executive Chairman from April 1, 2016 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 has been appointed as CEO & Managing Director from April 1, 2016 to March 31, 2021 and his notice period for resignation is twelve 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 and the Members of the Company along with Service/ Employment Contracts.

Performance Evaluation:

A detailed Board evaluation including that of its Independent Directors was done and the details of the same are provided in the Directors’ Report.

Independent and/ or Non-Executive Directors

Mr. V. G. Siddhartha, Non-Executive Director, is 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

Dr. Albert Hieronimus, Independent and Non-Executive Director chairs Stakeholders’ Relationship Committee.

The roles and responsibilities of Stakeholders’ Relationship Committee are as follows:

1. Redressal of Shareholders’ grievances in general and relating to non-receipt of dividends, interest, non-receipt of balance sheet, approval of the share transfers, transmissions and transpositions, etc.
2. Specifically look into the redressal of grievances of shareholders, debenture holders and other security holders and
3. 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.

The Stakeholders’ Relationship Committee met once on October 15, 2015. The details of composition, meetings and attendance of the same is as below:

Details of Composition and Attendance of the Stakeholders’ Relationship Committee Meetings

Ms. Vedavalli S, Company Secretary and Compliance Officer acted as the Secretary to the Stakeholders’ Relationship Committee w.e.f. June 22, 2015.

The Company Secretary 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 clauses, 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 email 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/investors and the contents of the said website are updated at any given point of time as per the requirements of Listing Agreement, Companies Act, 2013 and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Details of complaints/ requests etc., received and resolved during the Financial Year 2015-16 are as below:

The pending complaint as on March 31, 2016 was resolved subsequent to the quarter end.

(d) Administrative Committee

The Board has constituted Administrative Committee. The purpose of the Administrative Committee is to authorize and manage the day-to-day business transactions.

The responsibilities of Administrative Committee are as follows:

1. Allotment under DSOP/ ESOP & ESPS Schemes.
2. Rematerialisation of shares, issue of Duplicate Share Certificates, Demat and transfer of shares.
3. Authorisation with regard to operation of bank account including opening, closing, change in signatories, entering into Foreign Exchange Derivative Contracts, other working capital facilities and other short term credit facilities.
4. Authorising the officers of the Company to enter into various agreements, including registration of lease, commercial vendor contracts etc.
5. Fixing record dates for corporate actions/ benefits.
6. Activation & Closure of Dividend accounts.
7. Authorizing officers to sign various documents, represent themselves on behalf of the Company with Statutory and Government Authorities.
8. To grant General/ Special Power of Attorneys.
9. Authorizing officers to sign documents with AMEX for corporate credit card account and
10. Any other duties as may be delegated by the Board from time to time, but not limited to the above.

The Administrative Committee met 19 times during the financial year 2015-16. The details of composition, meetings and attendance of the same is as below:

Details of Composition and Attendance of the Administrative Committee Meetings

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

(e) Strategic Initiatives Committee

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

The responsibilities of Strategic Initiatives Committee are as follows:

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

Details of Composition of the Strategic Initiatives Committee

The frequency, agenda, duration, etc., are as set by the Chairman of the Committee. The Committee has been discontinued and ceased to exist w.e.f. July 16, 2015.

(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. The Company has framed a CSR policy which is available on the below link: http://www.mindtree.com/corporate-social-responsibility-policy.

The CSR Committee met once on February 26, 2016. The details of composition, meetings and attendance of the same are as below:

Details of Composition and Attendance of the CSR Committee Meetings

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

(g) Risk Management Committee

The Board, on its own, has constituted the Risk Management Committee in accordance with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The roles and responsibilities of Risk Management Committee are as follows:

1. Framing, implementation, monitoring and review of the Mindtree risk management policy/ plan.
2. Evaluation of Mindtree risk management procedures including risk recognition, assessment, minimization and definition of risk appetite.
3. Reviewing and discussing adoption of the Risk Management Policy and management’s recommended risk management framework.
4. Ensuring the Company is taking the appropriate measures to achieve prudent balance between risk and reward in both ongoing and new activities.
5. Reviewing management’s prioritization of risks as set out in the framework and recommend significantly high risks to the Board for review.
6. Reviewing and discussing management’s annual risk management program to ensure risks are managed in a systematic and prioritized manner and assessed regularly.
7. Conducting an annual review with the owner of the process by which Mindtree manages its enterprise risks.
8. Reviewing risk issues identified by audits and the resolution of such issues by management.
9. Ensuring key risks identified are audited if required.
10. Reviewing quarterly risk reports provided by the Chief Risk Officer.
11. Providing executive sponsorship for significantly high enterprise-level risks.
12. Taking decisions on organization-level risk treatment options.
13. Resolving conflicts of interests (in the context of risk management) and
14. Any other matter referred to the Risk Management Committee (RMC) by the Mindtree Board of Directors.

The Risk Management Committee met four times during the financial year 2015-16 on April 13, 2015, July 08, 2015, October 07, 2015 and January 12, 2016. The details of composition, meetings and attendance of the same is as below:

Details of Composition and Attendance of the Risk Management Committee Meetings

¹ Appointed as a Member w.e.f. July 16, 2015.

The frequency, agenda, duration, etc., are 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 plan is provided herewith in this Annual Report.

III. Governance to Shareholders

General 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 2015-16. The details are given below:

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

At the Board meeting held on January 18, 2016, notice of Postal Ballot was approved.

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to other applicable laws and regulations, the approval of the members was sought for:

1) Issuance of Bonus Shares-Special Resolution;

2) Appointment of Mr. Rostow Ravanan (DIN 00144557) as CEO & Managing Director-Ordinary Resolution; and

3) Appointment of Mr. Krishnakumar Natarajan (DIN 00147772) as Executive Chairman-Ordinary Resolution.

The Board of Directors of Company in their meeting held on January 18, 2016 appointed Mr. Nagendra D Rao, Practicing Company Secretary as the scrutinizer for the process of Postal Ballot to be conducted as per the provisions of Section 110 of the Companies Act, 2013. The procedure for the Postal ballot was stated in the notice of Postal Ballot. Please refer the Notice of Postal Ballot under http://www.mindtree.com/sites/default/files/postal-ballot-notice.pdf

The results of the Postal Ballot, including the E-Voting are as follows:

All the Resolutions were approved with requisite majority, the results were displayed in the website of the Company and necessary disclosures were made to the Stock Exchanges.

Subsidiary Companies

The details of the subsidiaries as on March 31, 2016 are as follows:

¹ Date of acquisition

² Liquidated on November 19, 2015

³ Application for dissolution filed on March 24, 2016

The Audit Committee have reviewed the financial statements of subsidiaries, including the investments thereof, the minutes of subsidiaries and the details of significant transactions thereof was placed before the Board. There were no material non listed subsidiaries during the year under review. The policy with regard to material subsidiary is available in the following link: http://www.mindtree.com/policy-for-determining-material-subsidiary

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 and it is available on the website in the following link: http://www.mindtree.com/policy-for-determining-material-related-party-transactions.

During the year 2015-16, 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, 2016 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 were no material related party transactions that required approval of the shareholders.

All related party transactions entered into during the quarter were placed before the Audit Committee and the Board.

Registers 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 do not participate in the discussions and vote on such matters, when they 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.

(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, Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• 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 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 the 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 (which includes the duties of Independent Directors as laid down under the Companies Act, 2013) and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., http://www.mindtree.com/about-us/investors. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct and disclosure under Regulation 26(5) for the financial year ended March 31, 2016. 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/ Discretionary Requirements under the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has disclosed and complied with all the mandatory requirements under the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The details of these compliances have been given in the relevant sections of this report.

Among the non-mandatory requirements of Listing Agreement and Discretionary Requirements as specified in Part E of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the following:

Separate posts of Chairman and CEO – The Chairman and CEO/ Managing Director 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.

(vii) Non-compliance of Regulations relating to Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if any

The Company is fully compliant with all the regulations and there are no such non-compliances.

(viii) Compliance of Prohibition of Insider Trading Regulations

Your Company has comprehensive guidelines on prohibiting insider trading and the Company has adopted the code of Fair Disclosure and Conduct for listed companies notified by SEBI.

Appointment and Re-appointment of Director

A. Appointments

The following appointments were approved by the Shareholders at the Sixteenth Annual General Meeting:

1. Mr. Subroto Bagchi appointed as Executive Chairman to hold office till May 31, 2017.
2. Prof. Pankaj Chandra and Mr. Ramesh Ramanathan appointed as Independent Directors till March 31, 2018 by altering their terms of office.
3. Mr. Rostow Ravanan was re-appointed as Executive Director to hold office till May 19, 2020.

Note: Mr. Rostow Ravanan was appointed as CEO & Managing Director w.e.f. April 01, 2016 till March 31, 2021.

Mr. Krishnakumar Natarajan was appointed as Executive Chairman w.e.f. April 01, 2016 till June 30, 2017.

B. Resignations

There were no resignations during the year.

Note: Mr. Subroto Bagchi ceased to be Executive Chairman and continues as Non-Executive and Non-Independent Director w.e.f. April 01, 2016.

C. Re-appointment of Director, retiring by rotation

Mr. V. G. Siddhartha will be retiring by rotation and being eligible, offers himself for re-appointment in the ensuing Seventeenth Annual General Meeting and the matter is being placed before the Shareholders at the ensuing Seventeenth Annual General Meeting for approval.

The brief resume of the Director is furnished in the notice to the Seventeenth Annual General Meeting pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and secretarial standards.

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 2015-16, Secretarial Audit was conducted as required under the provisions of Section 204 of the Companies Act, 2013. 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 Directors’ Report.

Compliance with Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Auditor’s Certificate obtained from Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) is provided as Annexure-B to the Corporate Governance Report in the Annual Report for compliance with Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Governance by the Management

Management Discussion and Analysis

As required by Listing Agreement and Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis is provided separately in the Annual Report.

Compliance Certificate by CEO and CFO

The Compliance Certificate by CEO and CFO as required under the Listing Agreement and Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as Annexure-C to the Corporate Governance Report in the Annual Report.

As required under the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, 2016, was placed before Board of Directors.

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 email ids/ addresses are registered/ made available to us.

Quarterly results and presentations made by the Company to analysts and Institutional Investors are put on Company’s website in the following link: http://www.mindtree.com/about-us/investors

The Company submitted a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per the formats given under the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

General Shareholders’ Information

Seventeenth Annual General Meeting

The Seventeenth Annual General Meeting (AGM) of the Company for the financial year 2015-16 is scheduled on Tuesday, July 19, 2016 at 10.30 AM at The Capitol Hotel, No. 3, Raj Bhavan Road, Opp. General Post Office, Bengaluru 560 001, Karnataka.

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 Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 to the Seventeenth Annual General Meeting. Instructions for e-voting are listed under the segment “Notes” in the Notice of the Seventeenth 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 July 17, 2016.

Financial Year

Board Calendar: Financial Year from April 1, 2016 to March 31, 2017

Date of Book Closure

The dates of book closure shall be from Tuesday, July 12, 2016 to Tuesday, July 19, 2016 (both days inclusive).

Details of Dividend for the Financial Year 2015-16

The details of the dividend declared during the year 2015-16 are as follows:

Your Directors have also recommended for the following final dividend for the financial year ended March 31, 2016 which is payable on obtaining the Shareholders’ approval in the Seventeenth Annual General Meeting:

Listing on Stock Exchanges

Your Company’s equity shares are listed on the following Stock Exchanges as on March 31, 2016:

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

Listing fees for the financial year 2016-17 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 2015-16

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 2015-16. Share price data for each month during the financial year 2015-2016 on the National Stock Exchange of India Limited are as mentioned below:

* Pursuant to the Bonus Issue in March 2016.

Share price data for each month during the financial year 2015-2016 on the BSE Limited are as mentioned below:

* Pursuant to the Bonus Issue in March 2016.

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

Mindtree’s Share Price Movement compared to NSE Nifty and BSE Sensex

NSE Nifty & Mindtree Share Price

BSE Sensex & Mindtree Share Price

* Pursuant to the Bonus Issue in March 2016.

List of Top Ten Shareholders of the Company as on March 31, 2016

List of Top Ten Shareholders of the Company as on March 31, 2016 (Percentage %)

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 2594 6970 | 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 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 2015-16

Distribution of Shareholding

Table I. Shareholding Pattern under Regulation 31(1) (b) as on March 31, 2016 under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Table III - Statement showing shareholding pattern of the Public shareholder

Categories of Shareholders as on March 31, 2016

Categories of Shareholders as on March 31, 2016

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. 99.75% of the Company’s shares are held in electronic/ demat form as on March 31, 2016.

As on March 31, 2016, the number of shares held in dematerialized and physical mode are as under:

As on March 31, 2016, the number of shares held in dematerialized/ electronic 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 Depository 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.

Commodity price risk or foreign exchange risk and hedging activities

There is no commodity price risk. Your Company has a formal Board approved hedging strategy which is reviewed periodically. Judiciously hedging against adverse foreign exchange exposures helps minimize the impact of exchange fluctuations. We continue to maintain a prudent and balanced forex management policy which will help us manage risk appropriately.

Branch Locations of the Company

The branch locations consisting of address and other contact details have been provided separately in this Annual Report and the details are 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:

Ms. Vedavalli S

Company Secretary

Mindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru 560 059, India.

P +91 80 6706 4000 | F +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/I nvestor Relations related matters as given below:

Mr. Sushanth Pai

Head - Investor Relations

Mindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru 560 059, India.

P +91 80 3395 5458 | F +91 80 6706 4100 | Email: investors@mindtree.com | Website: www.mindtree.com

Registered Office

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

P +91 80 6706 4000 | F +91 80 6706 4100 | Website: www.mindtree.com

Disclosure on Compliance

Your Company has complied with the requirements of the Listing Agreement and Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNEXURE-A

Declaration by the CEO under the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding compliance with Code of Conduct

In accordance with the Listing Agreement and that of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, 2016.

Place: Bengaluru

Date: April 18, 2016

Rostow Ravanan

CEO & Managing Director

ANNEXURE-B

Independent Auditor’s certificate

To the members of Mindtree Limited

1. We have examined the compliance of conditions of Corporate Governance by MINDTREE LIMITED (“the Company”), for the year ended on March 31, 2016, as stipulated in:
   • Clause 49 (excluding clause 49(VII)(E)) of the Listing Agreements of the Company with stock exchange(s) for the period from April 01, 2015 to November 30, 2015.
   • Clause 49(VII)(E) of the Listing Agreements of the Company with the stock exchange(s) for the period from April 01, 2015 to September 01, 2015.
   • Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) for the period from September 02, 2015 to March 31, 2016 and
   • Regulations 17 to 27 (excluding regulation 23(4)) and clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations for the period from December 01, 2015 to March 31, 2016.
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
3. We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in India, to the extent relevant, and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India.
4. In our opinion and to the best of our information and according to our examination of the relevant records and the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C , D and E of Schedule V of the Listing Regulations for the respective periods of applicability as specified under paragraph 1 above, during the year ended March 31, 2016.
5. We 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 Deloitte Haskins & Sells

Chartered Accountants

(Firm’s Registration No. 008072S)

Bengaluru, April 18, 2016

V. Balaji

Partner

(Membership No. 203685)

ANNEXURE-C

Compliance Certificate

[As per Listing Agreement and Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

We, Rostow Ravanan, 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, 2016:
   1. These Financial Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
   2. These Financial 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 2015-16;
   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 management personnel have affirmed compliance with the code of conduct for the current year.

Place: Bengaluru

Date: April 18, 2016

Rostow Ravanan

CEO & Managing Director

Jagannathan Chakravarthi

Chief Financial Officer