C ORPORATE G OVERNANCE P ROJECT

Submitted in partial fulfillment of the requirements for

The Two Year Full Time Post Graduate Diploma in Management
Done by

SHIWANSHU VISHNOI
PRN: DM17D46
ROLL: DM17MO26
COURSE: PGDM (MKT+OP)
BATCH: 2017-2019
DATE: 23/06/2019
COMPANY NAME: FLEXTRONICS

PUNE INSTITUTE OF BUSINESS MANAGEMENT

Gut No. 605/1 Lavasa Road, Pirangut, Tal - Mulshi, Paud Road, Pune – 412115
Contents
COMPANY INTRODUCTION:- ........................................................................................................ 3
IMPORTANCE OF CORPORATE GOVERNANCE FOR COMPANIES:-................................. 3
STAKEHOLDERS ............................................................................................................................... 5
ACCOUNTABILITY ........................................................................................................................... 7
FAIRNESS ............................................................................................................................................. 7
TREAT ALL SHAREHOLDERS INCLUDING MINORITIES, EQUALITY .............................. 8
PROVIDE EFFECTIVE REDNESS OF VIOLATION .................................................................... 9
INDEPENDENCE................................................................................................................................. 9
ELEMENT OF CORPORATE GOVERNANCE .............................................................................. 9
 COMPANY INTRODUCTION:-

Flex delivers innovative design, engineering, manufacturing, real-time supply chain

insight and logistics services to companies of all sizes in various industries and end-
markets. With unrivalled expertise across every major industry, Flex empowers leading
companies to flawlessly develop and launch their next innovation at scale, from
ideation, through design and development, to market—and beyond. As part of expansion,
the company has entered into the transmission and distribution business through a joint venture
as lead partner. The joint venture has been appointed as turnkey contractors by Maharashtra
State Electricity Distribution Company. The subsidiaries of the company include Tarapur
Transformers, which is involved into repairs, refurbishment and up gradation of power
transformers and Sun Tran stamp, a company involved in manufacturing electrical laminations.
Collaborative innovation is key to success in today’s rapidly changing world. Flex has
built a robust ecosystem of innovation partners, which includes technology
manufacturers, startups, software and application providers, research institutions,
universities and Flex innovation labs. Whether your idea is fully developed or simply
a back-of-the-napkin sketch, our ecosystem of experts will work with you to realize
the full potential of your product.
With approximately 200,000 Flex employees at more than 100 sites in 30 countries,
we believe that a strong sense of team supports our highest aspiration to serve our
customers.

Five core values define our culture:

 Intense collaboration
 Passionate customer focus
 Thoughtful, fast, disciplined execution
 Tenacious commitment to continuous improvement
 Relentless drive to win

IMPORTANCE OF CORPORATE GOVERNANCE FOR

COMPANIES:-

Corporate Governance is needed to create a corporate culture of transparency, accountability

and disclosure.

Corporate Performance: Improved governance structures and processes ensure quality

decision-making, encourage effective succession planning for senior management and enhance
the long-term prosperity of companies, independent of the type of company and its sources of
finance. This can be linked with improved corporate performance- either in terms of share price
or profitability.

Enhanced Investor Trust: Investors consider corporate governance as important as financial

performance when evaluating companies for investment. Investors who are provided with high
levels of disclosure and transparency are likely to invest openly in those companies. The
consulting firm McKinsey surveyed and determined that global institutional investors are
prepared to pay a premium of up to 40 percent for shares in companies with superior corporate
governance practices.

Better Access to Global Market: Good corporate governance systems attract investment from
global investors, which subsequently leads to greater efficiencies in the financial sector.

Combating Corruption: Companies that are transparent, and have sound system that provide
full disclosure of accounting and auditing procedures, allow transparency in all business
transactions, provide environment where corruption would certainly fade out. Corporate
Governance enables a corporation to compete more efficiently and prevent fraud and
malpractices within the organization.

Easy Finance from Institutions: Several structural changes like increased role of financial
intermediaries and institutional investors, size of the enterprises, investment choices available
to investors, increased competition, and increased risk exposure have made monitoring the use
of capital more complex thereby increasing the need of Good Corporate Governance.
Evidences indicate that well-governed companies receive higher market valuations. The credit
worthiness of a company can be trusted on the basis of corporate governance practiced in the
company.

Enhancing Enterprise Valuation: Improved management accountability and operational

transparency fulfill investors’ expectations and confidence on management and corporations,
and in return, increase the value of corporations.

Reduced Risk of Corporate Crisis and Scandals: Effective Corporate Governance ensures
efficient risk mitigation system in place. A transparent and accountable system makes the
Board of a company aware of the majority of the mask risks involved in a particular strategy,
thereby, placing various control systems in place to facilitate the monitoring of the related
issues.

Accountability: Investor relations are essential part of good corporate governance. Investors
directly/ indirectly entrust management of the company to create enhanced value for their
investment. The company is hence obliged to make timely disclosures on regular basis to all
its shareholders in Corporate Governance is integral to the existence of the company. Lesson 3
Conceptual framework of Corporate Governance 47 order to maintain good investor’s relation.
Good Corporate Governance practices create the environment whereby Boards cannot ignore
their accountability to these stakeholders.

Corporate governance is the system by which companies are directed and controlled. Boards
of directors are responsible for the governance of their companies. The
shareholders' role in governance is to appoint the directors and the auditors and to satisfy
themselves that an appropriate governance structure is in place.
FLEX CORPORATE GOVERNANCE-
The Flex Ethics Hotline is available to all employees, suppliers, customers, investors, and
other stakeholders anywhere in the world to report suspected violations of the Code of
Conduct. Reports can be made either by calling the anonymous toll-free hotline or by filing a
report on the Internet. The Ethics Hotline is available 24 hours a day, every day of the year in
multiple languages. For a list of toll-free numbers or to file a report online,
visit Integrity section of our website.

The Ethics Hotline allows Flex to detect and investigate ethical problems, to manage them
responsibly, and to take measures to prevent similar problems in the future. All reports are
investigated by our internal audit team working in conjunction with compliance subject
matter experts and the company’s legal department, as needed.

STAKEHOLDERS
 Shareholders-

flex Ltd., incorporated in the year 1989, is a Small Cap company (having a market cap
of Rs 1.18 Crore) operating in Metals - Non Ferrous sector. Bilpower Ltd. Key
Products/Revenue Segments include Iron & Steel which contributed Rs 22.50 Crore to
Sales Value (100.00 % of Total Sales) for the year ending 31-Mar-2017.
For the quarter ended 31-03-2019, the company has reported a Standalone sales of Rs
.00 Crore, unchanged .00 % from last quarter Sales of Rs .00 Crore and down -100.00
% from last year same quarter Sales of Rs 1.16 Crore Company has reported net profit
after tax of Rs 1.91 Crore in latest quarter. The company’s top management includes
Mr.Chandrashekhar Trivedi, Mr.Lalit Laxiram Agarwal, Mr. Suresh Sakharam More,
Mr.Sureshkumar Anandilal Choudhary, and Ms.Kiren Shrivastav. Company has Dalal
& Kala Associates as its auditors as on 31-03-2019, the company has a total of
21,001,600 shares outstanding.FLEXTRONICS LTD. Has informed BSE that the
meeting of the Board of Directors of the Company is scheduled on 27/05/2019 ,inter
alia, to consider and approve Pursuant to Regulation 29 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, We hereby inform you that a meeting
of the Board of Directors of the Company will be held on Monday, 27th May, 2019 at
B-11, Viral Shopping Centre, Mantriwadi Sainath Road, Malad (W), Mumbai-
400064 at 4.00 p.m., to transact the business as given below: 1. To Consider and
approve Audited Financial Results for the Quarter/ Year ended on 31st March, 2019, in
terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; 2. To consider and approve Audited Balance Sheets of the Company
 as at 31st March, 2019 and the profit and Loss Account for the year ended as on that
date together with Auditors Report thereon. (The same will be issued to Shareholders
after giving due notice); 3. Any other matter with the permission of chair.

 Directors

DIN Director Name Designation Appointment

Date

05159768 REVATHI ADVAITHI DIRECTOR Director 29 December

AND CEO 2018

01799698 SURESHKUMAR ANANDILAL Whole time 16 December

CHOUDHARRY Director 2014

03330328 KIREN SHRIVASTAV Director 27 September

2018

07142250 LALIT LAXIRAM AGARWAL Director 31 March 2015

02081210 SURESH SAKHARAM MORE Director 29 December

2011

02556029 SURESHKUMAR ANANDILAL Nominee 28 November

CHOUDHARY Director 2016

 Management

This is to inform you that a meeting of the Board of Directors of the company was held on
Monday, 27th May, 2019 at B-11, Viral Shopping Center, Mantriwadi Sainath Road, Malad
(W), Mumbai-400064 at 04.00 p.m. and concluded at 4.45 p.m., and the following matters,
interalia were dealt, approved and adopted by the Board of Directors at the meeting. 1.
Audited financial results for the quarter/ year ended on 31st March, 2019. 2. Audited Balance
Sheets of the company as at 31st March, 2019 and the Profit and Loss Account for the year
ended as on that date together with Auditors Report thereon and Directors Report including
its annexure.

We hereby inform you that a meeting of the Board of Directors of the Company will be held
on Monday, 27th May, 2019 at B-11, Viral Shopping Centre, Mantriwadi Sainath Road,
Malad (W), Mumbai-400064 at 4.00 p.m., to transact the business as given below: 1. To
Consider and approve Audited Financial Results for the Quarter/ Year ended on 31st March,
2019, in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; 2. To consider and approve Audited Balance Sheets of the Company as at
31st March, 2019 and the profit and Loss Account for the year ended as on that date together
with Auditors Report thereon. (The same will be issued to Shareholders after giving due
notice); 3. Any other matter with the permission of chair. Further, pursuant to the provisions
of SEBI (Prohibition of Insider Trading) Regulations, 2015 and as per the terms of "Code of
Conduct for Prevention of Insider Trading" of the Company, the Trading Window would
commence from May 18, 2019 and will end 48 hours after the results are made available to
public on May 27, 2019.

ACCOUNTABILITY

 Ensure Management is accountable to Board

The directors have pleasure on the performance and operations of the company and
financial accounts. The management of the company has been committed to build a
strong R&D culture from day one and has set clear goals. In order to achieve these
goals the company has focused on further the efficiencies of R&D activities as well as
building synergies among multiple technologies.

 Ensure Board is accountable to Stakeholders

1) Financial summary of performance of the company
2) Company’s working state
3) Dividend
4) Meetings
5) Auditors report
6) Disclosure of cost audit

FAIRNESS

Protect Shareholder rights:-

Share in profitability:
Common shareholders have right to participate in a company’s profitability for as long as they
own the shares. In addition to a share in profits generated by the company, shareholders also
have right to income through dividends.in the absence of distributable profits in the year of
2014-15, the directors have not recommended any dividend in order to conserve cash.
Influence management:
Shareholders have right to influence management through election.
Buy new shares:
If the company issues new shares to public, current shareholders have right to buy certain
number of shares.
Voting:
common shareholders have right to vote.
Voting result
Record Date 30-12-2018
Total no of shareholders 57169
No of shareholders present through proxy
1:Promoters 17
2:Public 42
No of shareholders through video
1:Promoters 2
2:Public 1
No of resolution passed in the meeting 6

TREAT ALL SHAREHOLDERS INCLUDING MINORITIES,

EQUALITY

Good corporate governance, especially protection of shareholders’ rights, is crucial for

attracting capital. Effective corporate governance helps to assure the availability of both source
of funds (modernizing production and expanding).

Fair and equal treatment of all holders of common shares is one of the key principles of
effective corporate governance. Among the specific rights that should be guaranteed equally to
all shareholders are following.

1: Dividend: Directors do not recommend any dividend in the absence of distributable surplus
(annual report 2017-18).
2: Disclosures: During the year the company did not enter into any transactions of material
nature with any of the promoters, directors, management which may have potential conflict
with the interest of the company.

3: Internal financial control and adequacy: The Company has in place adequate internal
control systems with the size of its operation to ensure sound management, safe keeping of its
assets.

PROVIDE EFFECTIVE REDNESS OF VIOLATION

This code of conduct and ethics is applicable to all the directors and senior management of the
company. Every member shall, in his or her business conduct, comply with all applicable laws
and regulation both in letter and in spirit. There are some policies by the company to control
the violation,
1: Asset ownership policy:
The assets of the company have to be protected at all times from loss or damage. Employees
who have access to proprietary and confidential information must take every precaution to keep
it confidential. Employees should never make any false or artificial entries in any record.
2: Policy against insider training:
Insider training generally involves the act of subscribing or buying or selling of the company’s
securities. It also involves disclosing any unpublished price, sensitive information about the
company.

INDEPENDENCE

 All directors or officers shall comply with the local laws and regulations in all their
dealing. They shall acquire appropriate knowledge of the legal requirements relating to
their duties so as to enable them to recognize the potential dangers and to know when to
seek advice of the CFO. They shall be responsible for the actions taken for such non-
compliances. The Company shall be committed to enhance shareholder value and
comply with all regulations and laws that govern shareholders' rights. The board of
directors of the company shall inform its shareholders about all relevant aspects of the
company’s business and disclose such information with respective regulations and
agreements.

ELEMENT OF CORPORATE GOVERNANCE

Good board practice

1: In preparation of the annual accounts, the applicable accounting standards have been duly
followed along with proper explanation relating to material departures.
2: The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable.
3: They had taken proper and sufficient care for the maintenance of adequate accounting
records.
4: They had laid down internal financial controls to be followed by the company.

Control Environment
It is the set of standards, process and structures that provide the basis for carrying out internal
controls across the organization. The board of directors and senior management establish the
tone at the top regarding the importance of internal control including expected standards of
conduct. Management reinforces expectations at the various levels of the organization. The
control environment comprises the integrity and ethical values of the organization. The board
of directors demonstrates independence from management and exercises oversight of the
development and performance of internal control.

Transparent Disclosure
Transparency means that information should be provided in easily understandable forms and
media. It should be freely available and directly accessible to those who will be affected by
corporate policies and practices. During the year 2017 the company did not enter into any
transactions of material nature with any of the promoters, directors and management.

Well Defined Shareholders Rights

 Minority shareholder rights formed
 Well organized shareholder meeting conducted
 Policy on related party Transactions
 Policy on extraordinary transactions
 Clearly defined & expected dividend policy
Board Commitment
 Board discussions corporate governance issues & has created a corporate
governance committee
 Company has a Corporate improvement championship
 Corporate governance improvement plan has been created
 Appropriate resources are committed to corporate governance initiative
 Policies and procedures have been formalized & distributed to relevant staff
 A corporate governance code has been developed
 Company is recognized in a corporate governance leader