Annexure 8

G.SHANKER PRASAD ACS, ACMA
PRACTISING COMPANY SECRETARY
#10, AG’s Colony, Anandnagar, Bangalore – 560 024. Tel: 080 42146796
email : gsp@graplind.com
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
MINDTREE LIMITED,
CIN:L72200KA1999PLC025564 Bengaluru

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mindtree Limited (hereinafter called the “Company”). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder; and the applicable provisions of Companies Act, 1956;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’), as applicable:-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

vi. The other laws as applicable to the company, as per Para I of Annexure hereto.
I have also examined compliance with the applicable clauses of the Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above.
I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent and Women Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors to schedule the Board/ Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
The decisions at the Board and Committee meetings were carried with requisite majority/taken unanimously and the related discussions were duly recorded in the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were following specific events/actions having a major bearing on the Company’s affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc. mentioned above - Buyback of 42,24,000 equity shares of ₹ 10/- each at a buyback price of ₹ 625/- per equity share, Passing of the Order by the Hon’ble National Company Law Tribunal (NCLT) approving the Scheme of Amalgamation of Discoverture Solutions LLC. (Transferor Company 1) and Relational Solutions Inc. (Transferor Company 2) with the Company and Filing of Petitions with the Hon’ble National Company Law Tribunal (NCLT) for the Amalgamation of Magnet 360, LLC (Transferor Company) - the wholly owned subsidiary of the Company, with the Company.

G. Shanker Prasad
ACS No.: 6357
CP No: 6450

Place: Bengaluru
Date: 18.04.2018

This report is to be read with my letter of even date (Para II) of the Annexure and forms an integral part of the report.

Annexure

I. (The other laws as may be applicable to the Company referred to in Para (vi) of the report including corresponding State Laws, wherever applicable, and the relevant regulations thereunder.)

A. Environmental Laws
a) Air (Prevention & Control of Pollution) Act, 1981
b) Environment (Protection) Act, 1986
c) Water (Prevention and Control of Pollution) Act, 1974
d) Cigarettes and other Tobacco Products (Prohibition of Advertisement and Regulation of Trade and Commerce, Production, Supply and Distribution) Act, 2003
e) Electricity Act, 2003
B. Employment Laws
a) Labour Welfare Fund Acts and the Rules made thereunder
b) Apprenticeship Act 1961 and the Rules made thereunder
c) Factories and Establishments (National, Festival and Other Holidays) Acts and the Rules made thereunder.
d) Maternity Benefit Act, 1961
e) Minimum Wages Act, 1948
f) Payment of Bonus Act, 1965 and the Rules made thereunder
g) Payment of Gratuity Act, 1972 and the Rules made thereunder
h) Payment of Wages Act, 1936
i) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
j) Child and Adolescent Labour (Prohibition and Regulation) Act, 1986
k) Contract Labour (Regulation and Abolition) Act, 1970
l) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
m) The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 and the Rules made thereunder
n) The Employee’s Compensation Act, 1923
o) The Equal Remuneration Act, 1976 and the Rules made thereunder
p) The Employee State Insurance Act, 1948 and the Rules and regulations made thereunder
q) The Industrial Employment (Standing Orders) Act, 1946 and Rules made thereunder
r) The Shops and Commercial Establishments Acts and Rules made thereunder
s) Workmen Compensation Act, 1923
t) Tax on professions, Trade, callings and employment Acts and Rules made thereunder
u) Industrial Disputes Act, 1947
v) Rights of Persons with Disabilities Act, 2016
C. Establishment Laws
a) Lift Acts
b) Fire Acts
c) Town Panchayats, Municipalities and Municipal Corporations (Collection of Tax On Professions, Trades, Callings And Employments) Rules, 1999
d) Municipal Laws
e) Food Safety and Standards Act, 2006
f) Petroleum Act, 1934 and the Rules made thereunder
g) Explosives Act 1884
D. Fiscal Laws
a) Central Goods and Service Tax Act 2017 and Rules made thereunder**
b) Integrated Goods and Service Tax Act 2017 and Rules made thereunder**
c) Value Added Tax Acts*
d) Central Excise Act, 1944 and the Rules made thereunder*
e) The Finance Act, 1994 (Chapter V and Section 94) and the regulations made thereunder
f) Income-Tax Act, 1961 and the Rules made thereunder
g) Entry of Goods Acts*
h) Foreign Exchange Management Act, 1999 and the Rules made thereunder
i) Foreign Trade Policy 2015-2020
E. Sectoral Laws
a) Information Technology Act, 2000 and the applicable Rules thereunder
b) Special Economic Zones Act, 2005 and the Rules made thereunder
c) National Telecom Policy, 1999
F. Other Laws
a) Micro, Small and Medium Enterprises Development Act, 2006
b) Motor Vehicles Act, 1988.
c) Competition Act, 2002

* Upto 30th June, 2017
** From 1st July, 2017

II. (Letter referred above)
To,
The Members,
Mindtree Limited,
Bengaluru

My report of even date is to be read along with this letter.

The maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.
I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
I have not verified the correctness and appropriateness of financial records and books of accounts of the company.
Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

G. Shanker Prasad ACS No.: 6357 CP No: 6450

Place: Bengaluru
Date: 18.04.2018