Directors' Report

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Dear Shareholders,

The Board of Directors (“Board”) of Mindtree Limited (“Company” or “Mindtree”) with immense pleasure present their Seventeenth report on the business and operations of your Company for the financial year 2015-16. This report is being presented along with the audited financial statements for the year.

Financial Performance

₹ in million

Financial Performance

Global Economic & Business Environment

The details about Global Economic & Business Environment are provided under the section Management Discussion & Analysis of this Annual Report.

Financial Perspective (Standalone) of the year gone by

Revenue for the year is ₹ 43,565 million signifying a growth of 22.8% in Rupee terms. Your Company had 220 active customers as on March 31, 2016 of which 80 accounts had revenues in excess of US$ 1 million, 29 accounts had revenues in excess of US$ 5 million, 15 accounts had revenues in excess of US$ 10 million, 6 accounts had revenues in excess of US$ 25 million, and 2 accounts had revenues in excess of US$ 50 million.

EBITDA margins have marginally dropped from 19.9% in the previous year to 18.6% in the current year. Our effective tax rate is about 21.8% as compared to about 22.3% in the previous year. PAT has increased by 13.2% to ₹ 6,049 million as compared to ₹ 5,343 million in the previous year.

Dividend

Based on the Company’s strong and consistent financial performance and considering the profitability and the cash flow of the Company, the Board had declared interim dividends during the financial year 2015-16. The details of interim dividends declared are as below:

Dividend 1

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:

Dividend 2

The dividend will be paid in compliance with all the applicable regulations. The dividend pay-out amount for the current year inclusive of tax on dividend will be ₹ 2,087 million as compared to ₹ 1,715 million in the previous year.

In view of the improved predictability and stability of the Company’s operations, the Board intends to maintain similar or better levels of dividend payout over the next few years. However, the actual dividend payout in each year will be subject to the investment requirements of the annual operating plan for the year and any other strategic priorities identified by the Company.

Changes to Equity Share Capital

Your Company allotted 160,716 equity shares of ₹ 10/- each, to various Mindtree Minds and to Directors on exercise of stock options under various stock option plans/ Mindtree Employee Restricted Stock Purchase Scheme (ESPS) during 2015-16. In addition, the members are aware that the Company had issued and allotted 83,893,088 equity shares of ₹ 10/- each as Bonus Shares. Consequently, the paid-up equity share capital has increased from ₹ 837,323,720 as on March 31, 2015 to ₹ 1,677,861,760 as on March 31, 2016.

Infrastructure

In the beginning of the year, your Company had 19,21,869 sq. ft. of space consisting of 14,860 seats spread across various locations in India apart from Mindtree Kalinga – Training and residential facility for 500 campus minds. Following are the key changes made during the year.

Bengaluru-Mysore Road: Your Company added 110,000 sq. ft. consisting of 1,248 seats.

Bengaluru-Whitefield: Your Company carried out interiors for about 100,000 sq. ft. own facility consisting of 974 seats. This facility also will have LEED Platinum certification.

Chennai: Your Company added 46,500 sq. ft. consisting of 454 seats.

Bhubaneswar: Your Company added about 292 seats in the existing facility. Currently, expansion of existing facility by about 30,000 sq. ft. is in progress. This is likely to be ready for occupation by June 2016. In addition, your company will take up construction of Software Development Block Building measuring about 180,000 sq. ft. shortly. This is likely to be ready for occupation in 2 years’ time.

In all, your Company has sufficient capacity to meet its growth needs over short and medium terms. Your Company has prioritized adopting Sustainable best practices in accordance with LEED green building design for creating & maintaining workplace infrastructure projects.

Details of Subsidiary Companies, Joint Ventures and Associate Companies and their financial position

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

Details of Subsidiary Companies, Joint Ventures and Associate Companies and their financial position 1

1 Date of acquisition

2 Liquidated on November 19, 2015

3 Application for dissolution filed on March 24, 2016

The statement containing salient features of the financial statement of the above subsidiaries in Form AOC-1 is given in Annexure 1.

People
Making Mindtree a Great Place to Work

The futuristic form of growth is collaborative growth and this can happen only when we put all our hands on the deck and give shape to the way we want to be. At Mindtree we strongly believe that Mindtree Minds should have a lot of say in how they should be engaged. With about 82.54% of Millennials at Mindtree we wouldn’t have it in any other way!

Mindtree aspires to become a Great Place to Work where Mindtree Minds trust who they work for, take pride in what they do and enjoy the company of the people they work with. We strongly believe that engaged Mindtree Minds are critical in achieving our business goals and building a sustainable organization.

In our pursuit to transform Mindtree into a Great Place to Work, we are reinforcing our culture of partnering with Mindtree Minds in creating a congenial work environment. In continuation to MiVoice, Mindtree’s people experience survey done in collaboration with (Great Place to Work) GPTW, a set of dedicated leaders are anchoring initiatives on the four identified themes (Care for a fellow Mindtree Mind, Bottom-Up Communication, Career Growth & Learning and Visibility and Recognition) from the MiVoice Survey. This year 67.5% of Mindtree Minds have participated in the MiVoice survey to communicate their feedback, thoughts and ideas.

An online platform called ‘i belong’ is created for Mindtree Minds to volunteer with the MiVoice Action teams. This attempt is to create an opportunity for Mindtree Minds to come forth and be part of the change. We, at Mindtree believe that Mindtree Minds don’t just work, but belong!

We believe in investing today to realize our aspirations for Mindtree’s future. Hence we have ensured to list transforming Mindtree into a Great Place to Work among our 5 point strategy for 2015-16. Each Mindtree Mind is dedicatedly contributing towards making this happen. Our tag line says it all – Welcome to possible. It is definitely more than a slogan and attempts to reflect our approach to every engagement we explore with Mindtree Minds, the extended family of Mindtree, our customers, and our external partners.

Building Leadership Pipeline at all Levels

Exploring and creating different avenues to nurture the leadership skills for our talent pool has been in the ethos of Mindtree since its inception. We have aligned a gamut of leadership programs to suit the different levels of learner groups. We have embarked upon key learning journeys to upskill 50 leaders at an enterprise level, 100 women leaders and 50 leaders at an emerging leadership level.

We have invested to grow our women talent through our focused efforts from 28% to 35% by year 2018, to bring in parity at work in Mindtree. We are focused on identifying and building our leadership pipeline at all levels right from the senior to the young budding potential talent. At Mindtree, a leader at the organization level is one who is agile in learning, self-aware and exhibits strength in one of the four competence areas - Ninja, Coach, Thought Leader and Rainmaker. Learning Agility is a summation of the 4 agilities – mental, results, change and people. While nurturing internal talent is given careful attention, we also ensure to balance our talent pool by recruiting the right talent from the market. This enables to create a fertile ground to grow a good quotient of diverse talent.

Performance Management – Dropping the Bell Curve

As a new age organization, we have attempted to relook at our performance management system. As a next step of progression we have dropped the Bell Curve and let go of the force rating approach. This is a big step for Mindtree wherein the rating assigned will only reflect the individual’s performance and not how he or she did in comparison to others. After having used the Bell Curve for a decade, we have decided to drop the Bell Curve and instead adopt a “Performance” Curve. To nurture and encourage 16,000+ Mindtree Minds to exhibit their best performance, we use a system based on the power law distribution method, which is gaining ground globally. Also known as the “long-tail” method, the aim is to identify hyper-high performers, high performers, potential high performers and so on till it reaches the tail end, or low performers. Our attempts to build the leadership pipeline is aligned with identifying the High-potential using individual performance focused approach.

Headcount

The total number of Mindtree Minds as on March 31, 2016 was 16,623 (including subsidiaries) as against 14,202 as on March 31, 2015.

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Mindtree as an organization is committed to provide a healthy environment to all Mindtree Minds and thus does not tolerate any discrimination and/ or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done in assimilation programs and at regular intervals to Mindtree Minds. Following are some of the awareness programs imparted to train Mindtree Minds and Internal Complaints Committee (ICC).

  1. Every Mindtree Mind is supposed to undergo mandatory e-learning module on “Prevention of Sexual Harassment” at workplace.
  2. The Internal Complaints Committee is trained by external agency when the committee members are on-boarded to the committee.
  3. Policy of “Prevention of Sexual Harassment” at workplace is available on intranet for Mindtree Minds to access as and when required.

Mindtree has setup an Internal Complaints Committee (ICC) both at the head office/ corporate office and at every location where it operates in India. ICC has equal representation of men and women and is chaired by senior lady mind and has an external women representation.

ICC investigates the case and provides its recommendations to the apex authority. The apex authority upon receiving the recommendations from ICC arrives at the conclusion and acts upon such recommendations.

Penal consequences of Sexual Harassment (“SH”) and the constitution of the ICC is displayed at conspicuous places. The posters are also displayed in regional languages at all Mindtree offices.

The following is the summary of the complaints received and disposed off during the financial year 2015-16:

In India

  1. No. of SH complaints received: 10
  2. No. of SH complaints disposed off: 10

Rest of the World

  1. No. of SH complaints received: 2
  2. No. of SH complaints disposed off: 2

Board Meetings, Board of Directors, Key Managerial Personnel (KMP) & Committees of Directors

Board Meetings

The Board of Directors of the Company met six times during the financial year 2015-16. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter “the Act”), Listing Agreement and SEBI (Listing obligation and Disclosure Requirement) Regulations, 2015 (hereinafter “LODR Regulations”).

Appointment of Directors and KMP

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.

Mr. Jagannathan Chakravarthi was appointed as CFO with effect from April 01, 2015.

Ms. Vedavalli S was appointed as Company Secretary with effect from June 22, 2015.

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.

Reappointment of Director, retiring by rotation

As per the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company, every year. Mr. V. G. Siddhartha retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Resignation, Cessations and Changes in Directors and Key Managerial Personnel

There were no resignations/ cessations during the year.

Note:

Mr. Subroto Bagchi ceased to be Executive Chairman of the Company and continues as Non-Executive and Non-Independent Director with effect from April 01, 2016.

Details of Remuneration to Directors

The information relating to remuneration of Directors as required under section 197(12) of the Act, is given in Annexure 3.

Board Committees

The Company had the following Committees of the Board during the year 2015-16:

  1. Audit Committee;
  2. Nomination and Remuneration Committee;
  3. Stakeholders’ Relationship Committee;
  4. Administrative Committee;
  5. Strategic Initiatives Committee (discontinued w.e.f July 16, 2015)
  6. Corporate Social Responsibility Committee; and
  7. Risk Management Committee/li>

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

The policy framed by the Nomination and Remuneration Committee under the provisions of section 178(3) & (4) of the Act, is as below:

Policy relating to Directors

  1. The person to be chosen as a Director 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 visà- vis the Company so as to enable the Board to discharge its function and duties effectively.
  3. 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.
  4. In case of re-appointment of Non-Executive and Independent Directors, the Board shall take into consideration the performance evaluation of the Director and his/ her engagement level.

Declaration from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

Board Evaluation

Pursuant to the applicable provisions of Companies Act 2013, Listing Agreement and LODR Regulations, the Board has carried out an annual evaluation of performance of the Board including that of Independent Directors and functioning of various committees through a third party with experience in carrying out such evaluations.

The findings were shared individually with the Board Members as well as the Chairman. The feedback from the review was that many of the processes followed by Mindtree met global best practice benchmarks as well as some areas where we need to further strengthen our processes. Your Company is in the process of strengthening the same.

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.

Vigil Mechanism/ Whistle Blower Policy

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions were entered into 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.

The policy for determining material related party transactions as approved by the Board is uploaded on the Company’s website and can be accessed at http://www.mindtree.com/policy-for-determining-material-related-party-transactions.

None of the Directors or Key Managerial Personnel have any pecuniary relationships or transactions vis-à-vis the Company, compensation as disclosed in Annexure 4.

The details of the related party transactions as required under Section 134 (3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached in Form AOC-2 as Annexure 5.

Employee Stock Option Plans and Employee Stock Purchase Scheme

Your Company believes in the policy of enabling Mindtree Minds to participate in the ownership of the Company and share its wealth creation, as they are responsible for the management, growth and financial success of your Company.

Your Company currently administers seven stock option programs, viz., ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008A, DSOP 2006, ESOP 2010A, a stock purchase scheme namely, Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS).

A Reconciliation Statement of the Equity Shares approved in-principle and later allotted and listed till March 31, 2016 is given below:

Employee Stock Option Plans and Employee Stock Purchase Scheme

Details of the shares issued under Employee Stock Option Plan (ESOP) and Employee Stock Purchase Scheme (ESPS), as also the information as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and also the information required under the Guidance note of ICAI are set out in the Annexure 2 to this Report. No employee was granted options, during the year, equal to or exceeding 1% of the issued capital.

The details of the same are available in the website: http://www.mindtree.com/about-us/investors

Details of Restricted Stock Units (RSUs) granted to Senior Managerial Personnel and Directors during the financial year 2015-16 (including persons who have received grants amounting to 5% or more of the RSU’s granted, if any, during the year) are as under:

Details of Restricted Stock Units (RSUs) granted to Senior Managerial Personnel and Directors

Details of unclaimed shares

The details of unclaimed shares as required under Listing Agreement and LODR Regulations are provided in Annexure 2.

Liquidity

Your Company maintains sufficient cash to meet its operations and strategic objectives. Our cash and investments (net of short term borrowings) have decreased from ₹ 8,852 million as on March 31, 2015 to ₹ 3,625 million as on March 31, 2016 pursuant to acquisitions made during the year. Balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

Awards and Recognitions

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

  1. Mindtree named in the leadership zone in Zinnov’s Global Product Engineering Service Provider Ratings for the fourth time in a row.
  2. Mindtree has been voted as one of the 50 Happiest Companies in America for 2016.
  3. 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).
  4. 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).
  5. Mindtree has won the “Best Corporate Governance – Technology – Asia - 2015” for having exhibited exceptional leadership in the area of governance (Oct 2015).
  6. 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).
  7. Mindtree has been placed among the top ten BEST Award Winners by the Association for Talent Development for its most innovative talent development initiatives.
  8. Mindtree named as the “Most Popular Organization” in the space of Talent Acquisition by the TA Leadership League Awards.
  9. 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.
  10. Mindtree was recognized as the EPG Emerging Azure partner of the Year in FY15 by Microsoft (July 2015).
  11. Mindtree named in Forbes India’s first ever Super 50 list based on consistent shareholder returns, sales growth and return of equity (July 2015).
  12. 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.
  13. 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.

Litigation

No material litigation was outstanding as on March 31, 2016. Details of litigation on tax matters are disclosed in the financial statements.

Deposits

In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2016.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions stipulated as per Listing Agreement and LODR Regulations, is provided as Annexure-B to the Corporate Governance Report.

Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to Section 205C and other applicable provisions of Companies Act, 1956, dividends that are unpaid/ unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government and once unpaid/ unclaimed dividend/ application money for allotment of any securities and due for refund, is transferred to IEPF, no claim shall lie in respect thereof against the Company. To ensure maximum disbursement of unpaid/ unclaimed dividend, the Company sends reminders to the concerned investors, before transfer of dividend to the IEPF.

The Company had transferred unpaid dividend amounts within the statutory period to the IEPF. During the financial year 2015-16, unpaid or unclaimed dividend including unpaid application money which was due for refund of ₹ 274,826 was transferred to the IEPF.

Attention is drawn that the unclaimed/ unpaid dividend for the financial years 2008-09 and 2009-10 is due for transfer to IEPF during September 2016 and December 2016. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/ Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited.

The details of the consolidated unclaimed/ unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/ unpaid dividend accounts outstanding (drawn upto the date of Sixteenth Annual General Meeting on June 22, 2015) in terms of the Ministry of Corporate Affairs Notification No. G.S.R 352 (E) dated May 10, 2012 has been uploaded under the Company website: http://www.mindtree.com/about-us/investors/unpaiddividend-information

Auditors

a) Auditors:

The Audit Committee and the Board have recommended the proposal to ratify the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), Statutory Auditors of the Company up to the conclusion of the Eighteenth Annual General Meeting and to authorize the Board of Directors or Committee thereof to fix their remuneration.

The Company has received a certificate from the Auditors to the effect that the ratification of appointment, if made, would be in accordance with limits specified by the Companies Act, 2013 and that, they meet the criteria of independence. The proposal of their ratification is included in the notice of ensuing Annual General Meeting.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by G Shanker Prasad, Practising Company Secretary, and his report is annexed as Annexure 8.

Particulars of Employees

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure 3 to the Directors’ Report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India not being Directors or their relatives, drawing more than ₹ 6 million per financial year or ₹ 500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in obtaining a copy thereof, such Member may write to the company in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure 6. The Company has also taken several constructive steps to conserve energy through its sustainability initiatives as elaborately disclosed separately as part of the Business Responsibility Report as a separate section in this Annual Report.

Directors’ Responsibility Statement

Your Company’s Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

  1. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 2013, (“the Act”) to the extent applicable to company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.
  2. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.
  3. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
  4. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
  5. The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
  6. The financial statements have been audited by M/s. Deloitte Haskins & Sells, Chartered Accountants, the Company’s Auditors.
  7. The Audit Committee meets periodically with the Internal Auditors and the Statutory Auditors to review the manner in which the Auditors are discharging their responsibilities and to discuss audit, internal control and financial reporting issues.
  8. To ensure complete independence, the Statutory Auditors and the Internal Auditors have full and free access to the Members of the Audit Committee to discuss any matter of substance.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Listing Agreement and LODR Regulations, is disclosed separately in the current Annual Report.

Corporate Social Responsibility Initiatives

As part of its Corporate Social Responsibility (CSR) initiatives, your Company has undertaken several projects in accordance with Schedule VII of the Companies Act, 2013. Mindtree implements its CSR initiatives via three channels:

  • Directly by Mindtree
  • Through MindTree Foundation
  • Through individual social responsibility programs undertaken by Mindtree Minds and supported by Mindtree as appropriate.

Further, Mindtree’s CSR primarily focuses on programs that

  • Promote education
  • Create sustainable livelihood opportunities

The Annual Report on CSR activities, is annexed herewith as Annexure 7.

Quality Initiatives and Certifications

Your Company continues its journey of delivering value to its clients through investments in quality programs. Your Company has adopted several external benchmarks and certifications. Your Company is certified under various standards to meet clients’ requirements and enhancing valuable delivery and following is the summary of certifications held by your Company:

Quality Initiatives and Certifications

Business Responsibility Report

Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Company’s governance and business operations, and has voluntarily undertaken to publish the required data to extent applicable and accordingly, the Business Responsibility Report is annexed in the Annual Report. The said report comprehensively covers your Company’s philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2015-16.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures (“Code”), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees, other employees and any other person having potential access to the unpublished price sensitive information, by virtue of his association with the Company from trading in securities of Mindtree Limited at the time when there is unpublished price sensitive information. Mr. Jagannathan Chakravarthi, CFO, has been appointed by the Board of Directors to act as Compliance Officer under the Code.

Internal Control Systems and Adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

An extensive programme of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.

The Company also has an Audit Committee, comprising 4 (four) professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Any other material changes and commitments

Any material changes and commitments affecting the financial position of the Company, occurred between April 1, 2016 and the date of signing of this Report has been reported in the financial statements.

Audit Committee Recommendation

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 4.

Significant & Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts, during the year under review.

Particulars of Loans, Guarantees and Investments u/s 186

The details of the investments made by the Company including those covered u/s 186 are in Note No. 3.4.2 and 3.5.1 of the audited financial statements.

Risk Management Policy

The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified.

Listing Fees

The Company affirms that the annual listing fees for the year 2016-17 to both National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) have been paid.

Acknowledgements

The Board places on record, their deep sense of appreciation to all the Mindtree Minds, support staff, for adopting to the values of the Company, viz., collaborative spirit, unrelenting dedication and expert thinking, for making Mindtree an expertise led organization and the Company’s customers for letting us deliver the Company’s Mission statement, to engineer meaningful technology solutions to help the businesses and societies flourish. The Board also immensely thank all the Shareholders, investors, vendors, service providers, bankers and academic institutions and all other stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Software Technology Parks-Bengaluru, Bhubaneswar, Chennai, Hyderabad, Pune and other Government and State Government agencies, the Tax Authorities, the Ministry of Commerce, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Communication and Information Technology, Ministry of Finance, the Customs and Excise Departments, Securities and Exchange Board of India, Stock Exchanges and other governmental/ Semi-governmental bodies and look forward to their continued support in all future endeavors.

For and on behalf of the Board of Directors

Bengaluru

April 18, 2016

Krishnakumar Natarajan

Chairman

ANNEXURE 1

Form AOC-1

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]

Financial Summary of the Subsidiary Companies

₹ in million

Financial Summary of the Subsidiary Companies
Financial Summary of the Subsidiary Companies 2

*Note:

  1. No corresponding figures for previous year has been provided for Bluefin Solutions Limited, Relational Solutions Inc. and Magnet 360, LLC, as these became subsidiaries only on July 16, 2015, July 16, 2015 and January 19, 2016, respectively.
  2. The detailed financials of the Subsidiary Companies shall be made available to any Shareholder seeking such information.

For and on behalf of the Board of Directors

N. Krishnakumar

Chairman

Rostow Ravanan

CEO & Managing Director

Jagannathan Chakravarthi

Chief Financial Officer

Vedavalli Sridharan

Company Secretary

Place: Bengaluru

Date: April 18, 2016

ANNEXURE 2

Details of unclaimed shares as per Listing Agreement and LODR Regulations

  1. As required under Listing Agreement and that of LODR Regulations, the Registrar and Share Transfer Agent of the Company has sent three reminders to the Shareholders whose shares were lying in the escrow account with the Company unclaimed/ undelivered. These unclaimed/ undelivered shares amounting to 788 of 11 Shareholders have been transferred to a demat suspense account opened by the Company as required under LODR Regulations, when no response was received from any Shareholders to the reminders.

    The status of the aforesaid unclaimed shares, as on March 31, 2016 is given below:
Directors Report - Annexure 2
  1. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
  2. As required under Listing Agreement and that of LODR Regulations, the Registrar and Share Transfer Agent of the Company has sent three reminders to the Shareholders whose physical shares were unclaimed/ undelivered.

    The status of the aforesaid unclaimed shares, as on March 31, 2016 is given below:
    The status of the aforesaid unclaimed shares, as on March 31, 2016 is given below

    The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Employee Stock Option Plans

The Company has instituted the Employees Stock Option Plan (‘ESOP’) in fiscal 2000, which was approved by the Board of Directors (‘Board’). Your Company currently administers seven stock option programs, viz., ESOP 1999, ESOP 2001, ESOP 2006 (a), ESOP 2006 (b), ESOP 2008A, DSOP 2006, ESOP 2010A, a stock purchase scheme namely, Mindtree Employee Restricted Stock Purchase Plan 2012 (ESPS), which are in compliance to SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (ESOP & ESPS) Guidelines, 1999, as the case may be. There were no material changes in the schemes.

Summary information of these various stock option programs of the Company is provided under Notes to Accounts under Standalone Financial Statements of this Annual Report.

The Company has recorded compensation cost for all grants using the intrinsic value-based method of accounting, in line with prescribed SEBI guidelines.

Had compensation been determined under the fair value approach described in the Guidance Note on, “Accounting for employee share based payments” issued by ICAI, the Company’s net profit and basic and diluted earnings per share would have reduced to the proforma amounts as indicated:

₹ in million, except per share data

Employee Stock Option Plans

Information as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, is as below:

Information as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, is as below

For Program II, V & VI - Options granted are related to Bonus Shares.

* Due to different exercise prices for Program no. IV, V & VI - Weighted average prices taken as exercise price.

** Exercise price considered after adjusting Bonus Issue of FY 14-15.

*** RSUs granted under Program VIII.

For and on behalf of the Board of Directors

Place: Bengaluru

Date: April 18, 2016

Krishnakumar Natarajan

Chairman

ANNEXURE 3

Details of unclaimed shares as per Listing Agreement and LODR Regulations

[Section 197(12), r/w Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014]

Details of unclaimed shares as per Listing Agreement and LODR Regulations
Details of unclaimed shares as per Listing Agreement and LODR Regulations 2

Information as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forming part of the Director’s Report for the Financial Year ended March 31, 2016

Information as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forming part of the Director’s Report for the Financial Year ended March 31, 2016

Note: All are permanent employees, and are governed by letter of employment.

Information as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forming part of the Director’s Report for the Financial Year ended March 31, 2016 – part of the year

Information as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forming part of the Director’s Report for the Financial Year ended March 31, 2016 – par

Information as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forming part of the Director’s Report for the Financial Year ended March 31, 2016 – (Resigned)

Information as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forming part of the Director’s Report for the Financial Year ended March 31, 2016 – (Re

For and on behalf of the Board of Directors

Place: Bengaluru

Date: April 18, 2016

Krishnakumar Natarajan

Chairman

ANNEXURE 4

Extract of Annual Return as on the financial year ended on March 31, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and Other Details:

Registration and Other Details

II. Principal Business Activities of the Company

All the business activities contributing 10 % or more of the total turnover of the company is as below:

Principal Business Activities of the Company

III. Particulars of Holding, Subsidiary and Associate Companies

Particulars of Holding, Subsidiary and Associate Companies

1 Liquidated on November 19, 2015

2 Application for dissolution filed on March 24, 2016

IV. Shareholding pattern (Equity share capital break up as % to total equity)

(i) Category wise Shareholding

Shareholding pattern (Equity share capital break up as % to total equity)
Shareholding pattern (Equity share capital break up as % to total equity) 2

Note There was a Bonus Issue in the ratio of 1:1 during the year under review and % changes for FY 2015-16 have been calculated by considering the Bonus Allotment.

(ii) Shareholding of Promoters and Persons Acting in Concert

Shareholding of Promoters and Persons Acting in Concert

Note:

  1. Promoters & Persons Acting in Concert (As defined by SEBI Regulations) - Persons in Sl. No. 1 to 5 are classified as Promoters and persons listed in Sl. No. 6 to 9 are classified as Persons Acting in Concert.
  2. Persons listed in Sl. No. 1, 2, 4 & 5 are also Directors of the Company.

(iii) Change in Promoter’s Shareholding including Date wise increase/ decrease in each of the Promoter’s Shareholding during the year specifying the reasons for increase/ decrease

Change in Promoter’s Shareholding including Date wise increase decrease in each of the Promoter’s Shareholding during the year specifying the reasons for increase decrease

Change in Shareholding of Persons Acting in Concert including Date Wise increase/ decrease in the Shareholding of Akila Krishnakumar

Change in Shareholding of Persons Acting in Concert including Date Wise increase decrease in the Shareholding of Akila Krishnakumar

Change in shareholding of Persons Acting in Concert including Date Wise increase/ decrease in the Shareholding of Sanjay Kumar Panda

Change in shareholding of Persons Acting in Concert including Date Wise increase decrease in the Shareholding of Sanjay Kumar Panda

Change in Shareholding of Persons Acting in Concert including Date Wise increase/ decrease in the Shareholding of Susmita Bagchi

Change in Shareholding of Persons Acting in Concert including Date Wise increase decrease in the Shareholding of Susmita Bagchi

Change in Shareholding of Persons Acting in Concert including Date Wise increase/ decrease in the Shareholding of Seema Ravanan

Change in Shareholding of Persons Acting in Concert including Date Wise increase decrease in the Shareholding of Seema Ravanan

(iii) Shareholding Pattern of top ten Shareholders (other than Directors & Promoters)

Shareholding Pattern of top ten Shareholders (other than Directors & Promoters)

V. Indebtedness

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

Amount in ₹

Indebtedness

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/ or Manager

Amount in ₹

Renumeration of Directors and Key Managerial Personnel

B. Remuneration to other Directors:

Amount in ₹

Remuneration to other Directors

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ Whole time Director

Amount in ₹

Renumeration to Key Managerial Personnel other than MD Manager Whole Time Director

VII. Penalties/ Punishment/ Compounding of Offences:

There were no penalties or punishments levied on the Company during the year. Also, there was no necessity for the Company to compound any offence.

For and on behalf of the Board of Directors

Place: Bengaluru

Date: April 18, 2016

Krishnakumar Natarajan

Chairman

ANNEXURE 5

Form AOC-2 : Details of Related Party Transactions

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

1. Details of contracts or arrangements or transactions not at arm’s length basis

Details of contracts or arrangements or transactions not at arm’s length basis

2. Details of material contracts or arrangement or transactions at arm’s length basis

Details of material contracts or arrangement or transactions at arm’s length basis

Details of material contracts or arrangement or transactions at arm’s length basis 2

For and on behalf of the Board of Directors

Place: Bengaluru

Date: April 18, 2016

Krishnakumar Natarajan

Chairman

ANNEXURE 6

Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow

[Clause (m) of sub-section (3) of section 134 of the Act, r/w Rule 8 of the Companies (Accounts) Rules, 2014]

(A) Conservation of energy:

Your company has taken ecological sustainability as a critical priority and initiated several initiatives to conserve energy, water & reduction in generation of waste throughout the life cycle of the office building. These initiatives, while ecologically sound, contributes positively in lowering the operational costs and thereby improving your company’s overall profitability. We monitor ecological sustainability performance through key metrics such as EPI for energy, per capita water consumption and recycling of waste generated.

During the FY 16, your company has lowered Energy Performance Index (EPI) from 1.59 to 1.32 (units/ sq.ft/ month) which translates to energy reduction by 2.4 million units and GHG emission reduction by 2184 Co2e tons. The reduction was made possible by few key initiatives such as retrofit projects for retiring aged and energy inefficient HVAC system to chiller based systems, DEC 010 initiative which is focused on achieving operating performance excellence of all electrical systems and there by energy optimization.

Our per capita water consumption has reduced over 5% in this FY. One of the notable initiative in water conservation was to convert sewage treated water to potable water using RO treatment plant for utilization in HVAC. This program has reduced our ground water consumption by over 40 KL/day also aids reusing water resource.

During the period our percentage of wet waste conversion to manure has increased from 80.62% to 90.6% across our facilities and we are moving towards achieving 100% conversion within the next Fiscal year.

(B) Technology absorption:

Specific areas in which R & D was carried out by the company

Your Company has more than 16 years of proven track record of its commitment and investments into technology and innovation as a key differentiator. In this financial year, your company has further sharpened its focus on Strategic & Emerging technologies and innovation, leading to differentiated business engagement with its customers.

Strategic Technologies

Organizations are constantly challenged to keep pace with the astounding changes in the digital space. Your company is continuously tracking market opportunities for innovation and differentiation to make digital real.

Your company continues to focus on building innovative solutions to make sharper business decisions based on predictive analytics and machine learning. It is a key challenge for clients to use vast amounts of data from both internal and external sources to make insightful business decisions. Consequently, Relational Solutions, Inc. was acquired. Their software is proven to work for ingesting and processing many different kinds of data such as Retail Point of Sales (POS), consumer data from syndicated sources, market share data, weather data and so on. This complements prior investments made by your company to build a sales assortment optimization solution for consumer goods companies. We now have new clients for this solution. With this, your company has formidable capabilities to deliver sales and trade promotion analytics solutions in a cloud-hosted model.

To stay ahead in this competitive market, your company conducted a global study to identify consumer desires and cross-industry initiatives. The study pinpointed personalization as a key investment area that companies may want to prioritize. This yielded fresh opportunities for your company in the area of delivering personalized customer experiences. Today’s Phy-gital consumer leaves a rich trail of data showing not only their likes and dislikes, but also the current context of their lives – their life stage, health, financial details, what they would like to buy and so on. Tapping this data from many different sources and making sense of the true context of the consumer to deliver personalized information and recommendations is a top goal for most businesses. Your company is creating intellectual capital in the form of plug-andplay cloud-hosted technology accelerators and skilled manpower to help businesses win in the age of the personalization. These investments are already starting to yield results in client and analyst interactions.

To deliver superior, personalized digital experiences for global brands, your company also created a frugal platform for Customer and Marketing Insights. This offers an accelerated roadmap for deploying best in class capabilities for content authoring, publishing, testing and measurement. A global leader in the paints industry has adopted this platform to replace legacy technologies and will benefit from your company’s deep experience managing global digital operations.

One of the top challenges that clients talk about is the absence of an ‘innovation sandbox’ to test concepts such as personalization. Your company built a powerful big data analytics technology accelerator to provide such an innovation sandbox.

As evident, all these investments are aimed at delivering superior digital experiences for consumers, integration of many fast evolving digital and legacy systems and harnessing next generation analytical methodologies. These will apply to a broad range of industries covering Retail, Consumer Goods, Airlines, Hospitality, Media, Banking and Insurance.

Your company is focused on building deeper capabilities in big data and analytics space by establishing wide partner ecosystem and industry recognized certifications. Distributed computing/ storage, streaming analytics, machine learning and advanced visualization are areas of prime focus.

Many organizations are still wary of investing in big data and analytics due to cost concerns, lack of proper implementation strategy and explosion of tools. This creates a space for big data decision science accelerator which enable organizations to carry out rapid prototyping, data discovery to derive new insights.

Cloud based decision science accelerator brings apposite stack of technology, pre-built industry specific data mining algorithms. Accelerator provides platform for innovation and jump start kit to explore art of possibilities in big data space. Accelerator is being used to realize use cases on personalization, unified customer data hub, business data lake etc.

Emerging Technologies

Your Company has consistently invested in technology and innovation to prepare for the future. In this financial year, this has been further strengthened by our investments in Centers of Excellence (CoE) under Chief Technology Officer (CTO) organization, tasked with all round concerted thrust on emerging technologies and to understand their role in the context of business of customers.

In these CoEs, following emerging technologies were explored in depth and several reusable assets were built to enable delivery.

Internet of Things

Your Company has invested in building capabilities in device engineering, IoT specific protocols and application development. Your company has created horizontal solutions for ‘Remote Monitoring of Fixed Assets’, IoT solution for the Smart Premises, Solutions in Travel domain.

Your company is involved in crucial solution integration and value added reselling partnerships with industry leading IoT Backend PaaS platforms such as ThingWorx™ , Microsoft Azure™ and AWS IoT.

Cognitive Computing and Deep Learning

Under CTO organization, your company is working on Deep Learning and Cognitive computing to extract information from unstructured text and address vision tasks.

In a world growing increasingly mobile and visual, your company is working on “Visual Search” and on enabling discovery of items in images. Your company is working on technologies that would help unlock the value of images by making items within an image as “clickable merchandise”.

Your company is focusing on Deep Learning and related technologies to better understand content, infer context and develop solutions that provide more relevant personalized experiences. These would be used as building blocks for next-generation retail and digital solutions.

To enable faster machine learning, the CTO organization is making investments in state-of-the-art GPU based systems.

Emerging Architecture Patterns and Technologies

Your Company has been building capabilities and reference implementations using Micro services architecture using actor based reactive programming model. Your company also invested in building new-age web applications using MEAN architecture. Your Company also invested in building capabilities & solutions using Client-side technologies like Angular.js, Polymer, ReactJS, Ionic and Cordova.

Future languages, Analytics & data stores – Your Company invested in building capabilities and solutions using future functional languages like Scala and future data stores and related technologies like OrientDB, Apache Giraph, Cassandra etc. Your company has also invested in analytics software like Apache Spark, Spark Streaming and Spark SQL etc.

Future Microsoft Technologies – Your Company also invested in building capabilities and solutions using emerging Microsoft technologies like ASP.NET 5, SQL Server 2016, HDInsight, Azure ML, Service Fabric, Xamarin, OWIN middleware, Azure App Services, Containers etc.

Platforms and Domain solutions

Platforms & Solutions Group (PSG) – Your company’s PSG offers SaaS platforms on the cloud across industries and business functions. Our Platform offerings enable customers to improve efficiency and effectiveness of their employees, add value for their customers and reduce infrastructure overheads with pay-as-you-use pricing. The platform offerings are mobile-first solutions developed on Standard Enterprise Development stacks and deployed on cloud infrastructure (such as Azure).

Gladius – Your Company has built a video management software targeted at city surveillance, enterprise sectors, industrial and retail industries. Gladius provides benefits like scalability, advanced video analytics, smart video streaming, and can be unified with video data, access control events and alarms. It supports a wide range of industry-leading IP cameras and encoders and is also available as a mobile app for on-the-move surveillance. Some Gladius rollouts include;

  • Security video monitoring for a major Search giant with major R&D operations in India
  • Warehouse Monitoring for a leading India eRetailer
  • On-Premise monitoring for a space research agency
  • Traffic monitoring for one of India’s busiest metropolis

Flooresense – Your Company is focusing on building a cloud based intelligent real-time recommendation platform that connects store associate with high potential anonymous shopper needing assistance. This platform enables Retailers to elevate in-store customer experience and drive conversions. This platform was launched at NRF 2016 in partnership with Microsoft.

ShotClasses – Your company has built a cloud based micro-learning platform that enables enterprises to deliver bite-sized learning to a geographically distributed, constantly evolving and younger workforce with minimal operational overheads and high levels of engagement.

This platform addresses enterprise learning challenges of evolving products, processes and business rules. Short attention span of younger workforce, geographically distributed workforce and business partners by providing short burst, high frequency refresher trainings on Mobile devices thereby by shifting the focus towards training effectiveness.

NeoDigital – Your Company has built NeoDigital a big data decision science accelerator that is built on hybrid and fluid architecture to enable business/ IT teams to explore the art of possible and business value creation.

NeoDigital enables customers to jump start their analytics journey quickly. Helps in drastically reduce the time to market with a host of data integration, data management, visualization and machine learning accelerators made available using industry standard big data technologies.

NeoDigital reduces time to market and enterprises start seeing the benefits of analytics applications faster, by adopting Opex based sandbox environment to experiment and try out analytics hypotheses.

NeoDigital provides Business Data Lake to integrate different data sets with various data forms. Poly-structured storage enables loosely coupled data structures with ability to store massive quantities of data at low cost. It also offers pre-built statistical models coupled with visualizations for clustering, recommendation, churn, propensity and life time value calculation etc. These pan industry models enable use cases like hyper personalization, customer churn, fraud analytics, product recommendation, measure campaign effectiveness etc.

Loss Control Platform – Your company is building cloud based Corporate Insurance solution for transforming the underwriting and risk assessment process for insurers and risk management companies. The platform enables insurance companies to reduce business exposure due to more optimized risk selection and lower claim incidences.

Oracle Service Line – Your Company has invested in building capabilities and industry solutions using Oracle technologies like:

  • Capability building in Oracle Fusion Cloud Applications/li>
  • Rapid Implementation kits for Oracle Cloud Applications
  • Test Automation for E-Business Suite ERP Implementations
  • Upgrade Assessment Tool for Oracle E-Business Suite
  • Data Migration Tool for E-Business Implementations

SAP Service Line – Your Company has invested in building capabilities and solutions using SAP technologies like:

  • Accelerator for implementing UDI for pharma equipment built on SAP
  • Approach for a standardized integration framework for Salesforce – SAP Integration
  • Approach to provide Fiori-as-a-service
  • Migration of SAP infrastructure to Azure
  • Approach for migration to GST for Indian businesses
  • RDS built for SAP-Is-R-DMS Solution

Infrastructure Management and Service Delivery

MWatch – Your Company has invested in MWatch an integrated IT infrastructure management and service delivery platform that gives a consolidated end-to-end view of the customers IT infrastructure and applications. With its capability to optimize IT performance, it helps customers to not only reduce the operational cost but also reduce the downtime. Its integration bridge capability allows Mindtree to protect and leverage customer’s existing tools and consolidate and store different IT datasets into a single IT Ops data repository.

DevOps – Your Company’s vision for Digital Application Delivery is driven by its stated mission of “Shrink time & effort in delivering best-inclass Digital Solutions by evangelizing agile methodology, industrializing DevOps platform through new-age Tools & Technology Frameworks”. It is based on the premise of having self-contained, flexible, lean, full stack engineering teams who are closely aligned, trained and enabled towards faster delivery of digital solution. The tenets of this industrialized agile development is backed by a platform. The key elements of this platform are:

  • Automated delivery pipeline which alleviates delays due to manual setup and configuration activities as well as issues due to human errors through automation for continuous integration, continuous test, continuous quality validations, and continuous deployments through a single click
  • Governance and control in Devops is established through measurement of key KPIs that influence time to market and speed of delivery. The metrics are measured through real-time integration and delivery metrics. This is visible through an Insights and Intelligence dashboard based on Hygeia
  • CloudBag enables environment as a service through sharing of readymade templates, containers and scripts leveraging principles of “Infrastructure as Code”
  • Integration with other Mindtree platforms like Dynamic Test Engineering Platform and MWatch for test automation and management/ monitoring respectively

Test Service Line – In today’s ‘connected world’, traditional quality assurance is not going to meet or achieve the necessary results of high quality and also aligning to agility demands, multi-channel & end user experience needs. A QA strategy with end users experience as the key focus is needed to help businesses and IT succeed.

As a result, the enterprise test service delivery model needs an integrated platform at its disposal, which is geared to deliver a superior customer experience across various channels whilst addressing continuous test delivery execution challenges.

Your company has developed a completely CONFIGURABLE, MODULARIZED and an easily SCALABLE Enterprise Test Service delivery platform called Dynamic Test Engineering Platform (DTEP).

The Dynamic Test Engineering Platform integrates & orchestrates Your Company’s testing service specific reusable frameworks, testing libraries with cloud-based and analytics-driven solutions, alliance partners ecosystem for E2E testing needs which bundles SaaS and Service adoption.

The platform assists in testing digital experience automatically through the use of a wide range of Mindtree proprietary tools across Test lifecycle.

This integrated testing delivery platform cuts down complete testing efforts, timelines to the tune of ~35% and helps improve time to market apart from reducing infra provisioning costs whilst improving quality and providing valuable insights to support the business outcomes.

(C) Foreign Exchange Earnings and Outgo :

Foreign Exchange Earnings

₹ in million

Foreign Exchange Earnings

Foreign Exchange Outgo

₹ in million

Foreign Exchange Outgo

For and on behalf of the Board of Directors

Place: Bengaluru

Date: April 18, 2016

Krishnakumar Natarajan

Chairman

ANNEXURE 7

Corporate Social Responsibility

  1. CSR Policy: Mindtree will focus on CSR initiatives that promote the areas identified in this policy. Mindtree implement the chosen programs via three channels:
    1. Directly by Mindtree
    2. Through MindTree Foundation
    3. Through “Individual Social Responsibility” programs undertaken by Mindtree Minds and supported by Mindtree as appropriate.

    Further, Mindtree’s CSR will primarily focuses on programs that

    1. Benefit the differently abled
    2. Promote education
    3. Create sustainable livelihood opportunities

    The CSR policy of the Company is available at http://www.mindtree.com/corporate-social-responsibility-policy

  2. The composition of the CSR Committee:

    The current members of the CSR Committee of the Board are:
    1. Mr. Subroto Bagchi, Chairman
    2. Prof. Pankaj Chandra, Member
    3. Mr. N S Parthasarathy, Member
    4. Mr. Rostow Ravanan, Member
  3. Average Net Profit of the company for last three financial years : ₹ 4,672,962,355
  4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) : ₹ 93,459,247
  5. Details of the CSR spent during the financial year.
    1. Total amount to be spent for the financial year: ₹ 93,459,247
    2. Total amount spent for the financial year : ₹ 93,737,300
    3. Amount unspent if any: NONE
    4. Manner in which the amount spent during the financial year is detailed below:

Details of the CSR spent during the Financial Year:

Amount in ₹

Details of the CSR spent during the Financial Year
Details of the CSR spent during the Financial Year 2

Details of CSR spent by MindTree Foundation on various projects:

Amount in ₹

Details of CSR spent by MindTree Foundation on various projects

Details of CSR spent by MindTree Foundation on various projects 2
Details of CSR spent by MindTree Foundation on various projects 3
  1. Reasons for not spending the prescribed CSR expenditure: Not applicable
  2. The CSR Committee, hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.

For and on behalf of the Board of Directors

Rostow Ravanan

CEO & Managing Director

Date: April 16, 2015

Subroto Bagchi
Chairman of CSR Committee

ANNEXURE 8

G.SHANKER PRASAD ACS, ACMA

PRACTISING COMPANY SECRETARY

#10, AG’s Colony, Anandnagar, Bengaluru – 560 024. Tel: 080 42146796

email: gsp@graplind.com

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

[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,

Bengaluru

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mindtree Limited bearing CIN L72200KA1999PLC025564 (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 2016 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 2016 according to the provisions of:

  1. The Companies Act, 2013 (the Act) and the rules made thereunder; which have been notified and the Companies Act, 1956 which are still in force.
  2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
  3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
  4. 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;
  5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
    1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
    2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
    3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
    4. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
    5. 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;
  6. 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 following:

  1. Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.
  2. The Listing Agreements entered into by the Company with National Stock Exchange and Bombay Stock Exchange and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015 for the respective applicable periods.

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 Directors 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 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.

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, the Company has duly issued bonus shares. Further, petitions have been filed with the Hon’ble High Court of Karnataka for the merger of the Discoverture Solutions LLC and Relational Solutions Inc., the wholly owned foreign subsidiaries of the company, with the Company.

G. Shanker Prasad

ACS No.: 6357

CP No: 6450

Place: Bengaluru

Date: April 18, 2016

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 laws applicable to the Company referred to in para (vi) of the report.

A. Laws requiring regular compliances

  1. Andhra Pradesh Factories And Establishments (National, Festival And Other Holidays) Act, 1974
  2. Andhra Pradesh Factories And Establishments (National, Festival And Other Holidays) Rules, 1974
  3. Andhra Pradesh Labour Welfare Fund Act, 1987
  4. Andhra Pradesh Labour Welfare Fund Rules, 1988
  5. Andhra Pradesh Shops And Establishments Act, 1988
  6. Andhra Pradesh Shops And Establishments Employees Social Security Scheme Rules, 2011
  7. Andhra Pradesh Shops And Establishments Rules, 1990
  8. Andhra Pradesh Tax On Profession, Trades, Callings And Employments Act, 1987
  9. Andhra Pradesh Tax On Professions, Trades, Callings And Employments Rules, 1987
  10. Andhra Pradesh Value Added Tax Act, 2005
  11. Andhra Pradesh Value Added Tax Rules, 2005
  12. Batteries (Management and Handling) Rules, 2001
  13. Bombay Labour Welfare Fund Act, 1953
  14. Bombay Labour Welfare Fund Rules, 1953
  15. Central Excise Act, 1944
  16. Chapter V of the Finance Act, 1994
  17. Service Tax Rules, 1994
  18. Cenvat Credit Rules, 2004
  19. Chennai City Municipal Corporation Act, 1919
  20. Town Panchayats, Municipalities and Municipal Corporations (Collection of Tax On Professions, Trades, Callings And Employments) Rules, 1999
  21. Contract Labour (Regulation and Abolition) Act, 1970
  22. A.P. Contract Labour (Regulation & Abolition) Rules, 1971
  23. Contract Labour (Regulation and Abolition) (Karnataka) Rules, 1974
  24. Maharashtra Contract Labour (Regulation and Abolition) Rules, 1971
  25. Orissa Contract Labour (Regulation & Abolition) Rules, 1975
  26. Tamil Nadu Contract Labour (Regulation and Abolition) Rules, 1975
  27. Employees Provident Funds and Miscellaneous Provisions Act, 1952
  28. Employees’ Provident Fund Scheme, 1952
  29. Employees’ Pension Scheme, 1995
  30. Employees Deposit-Linked Insurance Scheme, 1976
  31. Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959
  32. Employment Exchanges (Compulsory Notification of Vacancies) Rules, 1960
  33. Environment (Protection) Act, 1986 (From DG Set Perspective)
  34. Foreign Exchange Management Act, 1999
  35. Foreign Exchange Management (Export of Goods and Services) Regulations, 2000
  36. Foreign Exchange Management (Manner of Receipt and Payment) Regulations, 2000
  37. Foreign Exchange Management (Realization, Repatriation and Surrender of Foreign Exchange) Regulations, 2000
  38. Foreign Exchange Management (Foreign Currency Accounts by a Person Resident in India) Regulations, 2000
  39. Master Circular on Export of Goods and Services, 2012
  40. Foreign Exchange Management (Foreign Exchange Derivative Contracts) Regulations, 2000
  41. Foreign Exchange Management (Guarantees) Regulations, 2000
  42. Foreign Exchange Management (Deposit) Regulations, 2000
  43. Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000
  44. Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004
  45. Foreign Exchange Management (Possession and Retention of Foreign Currency) Regulations, 2000
  46. Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000
  47. Foreign Trade Policy 2015 to 2020 from STPI Perspective
  48. Handbook of Procedures from STPI Perspective
  49. Foreign Exchange Management Act, 1999 from STPI Perspective
  50. Foreign Exchange Management (Export Of Goods And Services) Regulations, 2000 From STPI Perspective
  51. Hazardous Wastes (Management Handling and Transboundary Movement) Rules, 2008
  52. Income-Tax Act, 1961
  53. Income-Tax Rules, 1962
  54. Karnataka Groundwater (Regulation and Control of Development and Management) Act, 2011
  55. Karnataka Groundwater (Regulation and Control of Development and Management) Rules, 2012
  56. Karnataka Industrial Establishments (National and Festival Holidays) Act, 1963
  57. Karnataka Industrial Establishments (National and Festival Holidays) Rules, 1964
  58. Karnataka Labour Welfare Fund Act, 1965
  59. Karnataka Labour Welfare Rules, 1968
  60. Karnataka Payment of Subsistence Allowance Act, 1988
  61. Karnataka Payment of Subsistence Allowance Rules, 2004
  62. Karnataka Shops and Commercial Establishments Act, 1961
  63. Karnataka Tax on Profession, Trades, Callings and Employments Act, 1976
  64. Karnataka Tax on Professions, Trades, Callings and Employments Rules, 1976
  65. Karnataka Value Added Tax Act, 2003
  66. Karnataka Value Added Tax Rules, 2005
  67. Maharashtra Minimum House Rent Allowance Act, 1983
  68. Maharashtra Minimum House Rent Allowance Rules, 1990
  69. Maharashtra Non-Biodegradable Garbage (Control) Act, 2006
  70. Maharashtra Non-Biodegradable Solid Wastes (Proper and Scientific Collection, Sorting and Disposal in the Areas of the Municipal Corporation) Rules, 2006
  71. Maharashtra Plastic Carry Bags (Manufacture and Usage) Rules, 2006
  72. Maharashtra State Tax on Professions, Trades, Callings And Employments Act, 1975
  73. Maharashtra State Tax on Professions, Trades, Callings And Employments Rules, 1975
  74. Maharashtra Value Added Tax Act, 2002
  75. Maharashtra Value Added Tax Rules, 2005
  76. Maternity Benefit Act, 1961
  77. Andhra Pradesh Maternity Rules, 1966
  78. Karnataka Maternity Benefit Rules, 1966
  79. Maharashtra Maternity Benefit Rules, 1965
  80. Orissa Maternity Benefit Rules, 1965
  81. Tamil Nadu Maternity Benefit Rules, 1967
  82. Minimum Wages Act, 1948
  83. Andhra Pradesh Minimum Wages Rules, 1960
  84. Karnataka Minimum Wages Rules, 1958
  85. Maharashtra Minimum Wages Rules, 1963
  86. Minimum Wages (Tamil Nadu) Rules, 1953
  87. Orissa Minimum Wages Rules, 1954
  88. Orissa Industrial Establishments (National And Festival) Holidays Act, 1969
  89. Orissa Industrial Establishments (National And Festival) Holidays Rules, 1972
  90. Orissa Shops and Commercial Establishments Act, 1956
  91. Orissa Shops and Commercial Establishments Rules, 1958
  92. Orissa State Tax on Professions, Trades, Callings And Employments Act, 2000
  93. Orissa State Tax on Professions, Trades, Callings And Employments Rules, 2000
  94. Orissa Value Added Tax Act, 2004
  95. Orissa Value Added Tax Rules, 2005
  96. Payment of Bonus Act, 1965
  97. Payment of Bonus Rules, 1975
  98. Payment of Gratuity Act, 1972
  99. Payment of Gratuity Central Rules, 1972
  100. Payment of Wages Act, 1936
  101. Andhra Pradesh Payment of Wages Rules, 1937
  102. Karnataka Payment of Wages Rules, 1963
  103. Maharashtra Payment of Wages Rules, 1963
  104. Orissa Payment of Wages Rules, 1936
  105. Tamil Nadu Payment of Wages Rules, 1937
  106. Petroleum Act, 1934
  107. Petroleum Rules, 2002
  108. Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
  109. The Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Rules, 2013
  110. Tamil Nadu Industrial Establishments (Conferment of Permanent Status to Workmen) Act, 1981
  111. Tamil Nadu Industrial Establishments (National and Festival Holidays) Act, 1958
  112. Tamil Nadu Industrial Establishments (National and Festival Holidays) Rules, 1959
  113. Tamil Nadu Labour Welfare Rules, 1973
  114. Tamil Nadu Labour Welfare Fund Act, 1972
  115. Tamil Nadu Value Added Tax Act, 2006
  116. Tamil Nadu Value Added Tax Rules, 2007
  117. Water (Prevention and Control of Pollution) Cess Act, 1977
  118. Air (Prevention & Control of Pollution) Act, 1981
  119. Karnataka Air (Prevention & Control of Pollution) Rules, 1983
  120. Maharashtra Air (Prevention & Control of Pollution) Rules, 1983
  121. Tamil Nadu Air (Prevention & Control of Pollution) Rules, 1983
  122. Orissa Air (Prevention & Control of Pollution) Rules, 1983
  123. Environment (Protection) Act, 1986
  124. Environment (Protection) Rules, 1986
  125. E-Waste (Management and Handling) Rules, 2011
  126. Information Technology Act, 2000
  127. Information Technology (Procedure and Safeguard for Monitoring and Collecting Traffic Data or Information) Rules, 2009
  128. Information Technology (Procedure and Safeguards for Interception, Monitoring and Decryption of Information) Rules, 2009
  129. Tamil Nadu Shops and Establishments Act 1947
  130. Tamil Nadu Shops and Establishments Rules, 1948
  131. Maharashtra Shops and Establishments Act, 1948
  132. Maharashtra Shops and Establishments Rules, 1961
  133. Karnataka Lifts, Escalators and Passengers Conveyors Act, 2012
  134. Karnataka Lifts, Escalators and Passengers Conveyors Rules, 2015
  135. Child Labour (Prohibition and Regulation) Act, 1986
  136. National Telecom Policy, 1999
  137. Selection Installation and Maintenance of First Aid Fire Extinguishers Code of Practice
  138. Food Safety and Standards Act, 2006
  139. Karnataka Municipal Corporation Act, 1976

B. Others

  1. Andhra Pradesh Fire Service Act, 1999
  2. Andhra Pradesh Fire and Emergency Operations and Levy of Fee Rules, 2006
  3. Andhra Pradesh Prohibition of Smoking and Health Protection Act, 2002
  4. Andhra Pradesh Prohibition of Smoking and Health Protection Rules, 2002
  5. Bangalore Water Supply And Sewerage Act, 1964
  6. Bangalore Water Supply Regulations, 1965
  7. Chennai City Municipal Corporation Act, 1919 (Applicable From Operational Perspective)
  8. Employee’s Compensation Act, 1923
  9. Andhra Pradesh Workmen’s Compensation Rules, 1953
  10. Bombay Workmen’s Compensation Rules, 1934
  11. Karnataka Workmen’s Compensation Rules, 1966
  12. Orissa Compensation Rules, 1928
  13. Tamil Nadu Workmen’s Compensation Rules, 1924
  14. Equal Remuneration Act, 1976
  15. Equal Remuneration Rules, 1976
  16. Industrial Disputes Act, 1947
  17. Andhra Pradesh Industrial Disputes Rules, 1958
  18. Industrial Disputes (Bombay) Rules, 1958
  19. Industrial Disputes (Karnataka) Rules, 1958
  20. Orissa Industrial Dispute Rules, 1959
  21. Tamil Nadu Industrial Disputes Rules, 1958
  22. Karnataka Fire Force Act, 1964
  23. Maharashtra Felling of Trees (Regulation) Act, 1964
  24. Maharashtra Felling of Trees (Regulation) Rules, 1967
  25. Maharashtra Fire Prevention and Life Safety Measures Act, 2006
  26. Maharashtra Fire Prevention and Life Safety Measures Rules, 2008
  27. Maharashtra Private Security Guards (Regulation of Employment and Welfare) Act, 1981
  28. Maharashtra Private Security Guards (Regulation of Employment and Welfare) Scheme, 2002
  29. Noise Pollution (Regulation and Control) Rules, 2000
  30. Orissa Entry Tax Act, 1999
  31. Orissa Entry Tax Rules, 1999
  32. Orissa Fire Service Act, 1993
  33. Orissa Fire Works and Loud Speakers (Regulation) Act, 1958
  34. Orissa Fire Works and Loud Speakers (Regulation) Rules, 1965
  35. Plastic Waste (Management and Handling) Rules, 2011
  36. Cigarettes And Other Tobacco Products (Prohibition Of Advertisement And Regulation Of Trade And Commerce, Production, Supply And Distribution) Act, 2003
  37. Cigarettes And Other Tobacco Products (Prohibition Of Advertisement And Regulation Of Trade And Commerce, Production, Supply And Distribution) Rules, 2004
  38. Prohibition Of Smoking In Public Places Rules, 2008
  39. Representation of The People Act, 1951
  40. Tamil Nadu Fire Service Act, 1985
  41. Tamil Nadu Manual Workers (Regulation of Employment and Conditions of Work) Act, 1982
  42. Tamil Nadu Manual Workers (Regulation of Employment and Conditions of Work) Rules, 1986
  43. Tamil Nadu Prohibition of Harassment of Woman Act, 1998
  44. Tamil Nadu Prohibition of Smoking and Spitting Act, 2002
  45. Tamil Nadu Prohibition of Smoking and Spitting Rules, 2003
  46. Water (Prevention and Control of Pollution) Act, 1974
  47. Karnataka State Board for the Prevention and Control of Water Pollution (Procedure for Transaction of Business) and Water (Prevention and Control of Pollution) Rules, 1976
  48. Maharashtra Water (Prevention and Control of Pollution) Rules, 1983
  49. Tamil Nadu Water (Prevention and Control of Pollution) Rules, 1983
  50. Karnataka Industrial Areas Development Act, 1966
  51. Karnataka Industrial Areas Development Board Regulations, 1969
  52. Karnataka Preservation of Trees Act, 1976
  53. Karnataka Preservation of Trees Rules, 1977
  54. Karnataka Tax on Entry of Goods Act, 1979
  55. Karnataka Tax on Entry of Goods, Rules, 1979
  56. Water (Prevention & Control of Pollution) Rules, 1975
  57. Bombay Lift Act, 1939
  58. Bombay Lift Rules, 1958
  59. Electricity Act, 2003
  60. Employee State Insurance Act, 1948
  61. Employee State Insurance (Central) Rules, 1950
  62. Employees State Insurance (General) Regulations, 1950
  63. Information Technology (Certifying Authority) Regulations, 2001
  64. Information Technology (Electronic Service Delivery) Rules, 2011
  65. Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011
  66. Maharashtra Tax on the Entry of Goods into Local Areas Act, 2002
  67. Maharashtra Tax on the Entry of Goods into Local Areas Rules, 2002
  68. Micro, Small and Medium Enterprises Development Act, 2006
  69. Orissa Child Labour (Prohibition and Regulation) Rules, 1994
  70. Orissa Development Authorities Act, 1982
  71. Tamil Nadu Child Labour (Prohibition and Regulation) Rules, 1994
  72. Electricity (Removal of Difficulties) Fifth Order, 2005
  73. Central Electricity Authority (Installation and Operation of Meters) Regulations, 2006
  74. Intimation of Accidents (Form and Time of Service Of Notice) Rules, 2005
  75. Works of Licensees Rules, 2006
  76. Central Sales Tax Act, 1956 From SEZ Perspective
  77. Special Economic Zones Act, 2005
  78. Special Economic Zones Rules, 2006
  79. Orissa Development Authorities Act, 1982 Bhubaneswar Development Authority (Planning and Building Standards) Regulations, 2008

II. Letter forming part of the Report

To,

The Members,

Mindtree Limited,

Bengaluru

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

  1. 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.
  2. 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.
  3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.
  4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
  5. 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.
  6. 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: April 18, 2016

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