The Board has constituted the following Committees and has assigned their terms of reference. 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 six Committees:
The Audit Committee was constituted in terms of Section 292A of the Companies Act, 1956 and as per the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges.
The Audit Committee reports to the Board and is primarily responsible for:
Audit Committee Meeting and Attendance
The Audit Committee has met four times during the year on April 16, 2012, July 15, 2012, October 16, 2012 and January 17 & 18, 2013. Members of Audit Committee and details of the attendance of Directors are given below:
The Company Secretary acts as Secretary of the Committee.
Investor Grievances Committee
The Investor Grievances Committee is responsible for:
Investor relations and redressal of Shareholders' grievances in general and relating to non-receipt of dividends, interest, non-receipt of balance sheet; and
Such other matters as may, from time to time, be required by any statutory, contractual or other regulatory requirements to be attended to by such Committee.
The Investor Grievances Committee consists of the following:
Dr. Albert Hieronimus, Chairman, Independent Director
Mr. S. Janakiraman, Member, Executive Director
Mr. Rajesh Srichand Narang, Vice President - Legal & Company Secretary acts as the Compliance Officer and Secretary to the Committee.
The Investor Grievances Committee met on April 16, 2012 and October 16, 2012. All the Members of the Committee were present in all the meetings.
Details of complaints/requests etc, received and resolved for the year ended March 31, 2013 are as below:
Compensation / Remuneration Committee
The Compensation Committee is responsible to:
The Compensation Committee comprised of the following:
The Compensation Committee met twice on April 16, 2012 and October 16, 2012 during the year. All the Members of the Committee were present in all the meetings.
The Board has constituted an Administrative Committee. The purpose of the Administrative Committee is to authorize and manage the day-to-day business transactions, which would then be ratified by the Board. The Administrative Committee consists of:
This Committee meets as and when there is a need to carry out any urgent business transactions, which would need the approval of the Board.
Strategic Initiatives Committee
The Board had constituted a Strategic Initiatives Committee on January 22, 2008 to handle any merger and acquisition opportunities for the Company and other key strategic activities.
Strategic Initiatives Committee is responsible for:
The Members of this Committee are:
The frequency, notice, agenda, duration, etc., for meetings of the Strategic Initiatives Committee shall be set by the Chairman of the Committee.
Nomination & Corporate Governance Committee
The Board had constituted this Committee to:
The Members of the Committee are:
The frequency, agenda, duration, etc., are as set by the Chairman of the Committee
Market Price Data
The equity shares of the Company were listed in the Stock Exchanges for FY 2012-13. High, low and number of shares traded during each month during the financial year 2012-2013 on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited are as mentioned below:
Governance by the Management
Management Discussion and Analysis
As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis is provided elsewhere in the annual report.
As required by Clause 49 of the Listing Agreement, the CEO/CFO Certification is provided elsewhere in the annual report.
Compliance of Insider Trading Norms
The Company has adopted the code of internal procedures and conduct for listed companies notified by the SEBI prohibiting insider trading.
Share Transfer System
Shares lodged for physical transfer are registered within a period of 15 days, if the documents are clear and complete in all respects. The shares duly transferred would be dispatched to the Shareholders upon approval of transfers. 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.
Auditor's Certificate on Corporate Governance
As required by Clause 49 of the Listing Agreement, the Auditor's Certificate is obtained and provided as an annexure to the Corporate Governance Report in the annual report.
BSE Sensex & Mindtree Share Price
Nifty & Mindtree Share Price