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


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

  1. We have reviewed financial statements for the year ended March 31, 2013 and to the best of our knowledge, information and belief:
    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 2012-13;
    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.

April 22, 2013

Krishnakumar Natarajan
CEO & Managing Director

Rostow Ravanan
Chief Financial Officer

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