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ANNUAL REPORT Bolan Castings Limited ANNUAL REPORT 2022 CONTENTS Vision / Mission Code of Conduct Core Values Company Information Board of Directors Board Committees & their Terms of Reference Organization Structure Company Profile Customers & Product Range Shareholders Information Notice of Annual General Meeting Chairman's Review Directors’ Report Statement of Value Added & its Distribution Vertical Analysis Horizontal Analysis Decade at a Glance Graphical Mlustration ‘Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019 Review Report on the Statement ‘of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019 Auditors’ Report to the Members ‘Statement of Financial Position ‘Statement of Profit or Loss ‘Statement of Profit or Loss and Other Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Pattern of Sharcholding Form of Proxy Reese on a 07 68 0 0 n n 108 eT VISION / MISSION CORPORATE STRATEGY / QUALITY POLICY SAFETY, HEALTH & ENVIRONMENT VISION / MISSION Vision ‘Tobe a player inthe global market by providing high eu foundry based engineering products. Mission ‘To he market leader in foundy technology by orig competitive high quality value added products tothe satisfaction of customers and to grow through diversification in local and export markets, hile serving the best interest of shareholdes Corporate Strategy Bolan Casings Lined wil remain proactive ln combating al heats and make use ofall opportunities to improve the productivity, profitability and for achieving ts Immediate goals and ukimate mission Quality Policy ‘We wil pursue and continuousl improve our quality management systems So as to cansstenly meet the expectatlons of our customers and other stakeholders, operate safly ad encourage our employees te develop and grow. Safely ©The maagement of Bln Castgs Linked belies hat the safe) rd ela of ls employes of paramour Inpatarce © Webelive tat al nds utes canbe prevented © tachi enplye i esposbl for wring se, bot for Monn were nd fo te salty and wlio Nelo enploes © We believe that production isnot so important that time ‘cannot be taken to find a sae way to-do our work. Health (© Good heath of employes i very important to Blan Castings Lite. © All employees of Bolan Castings Limited go through an annual medical checkup. (© Bolan Castings Limited has a clinic at the plant ste which provides medal facies forts employees. © Allemployees are insured under Group Life and Health Insurance Scheme. Environment (© Bolan Castings Limited is making all out efforts to ensure that takes cate ofthe envionment © Continued efforts are made so thatthe Companys plant ‘operational activites are environment indy (© The Companys committed to improve the emiconment and is currently working to achieve the environmental standards me —————— CODE OF CONDUCT Purpose Bolan Casings Limited (BCL) is commited tothe highest standards ‘of business conduct ints relationships with associates, customers, supplies, shareholders and other stakeholders. Is BCL’ policy te conduet business with honesty and intgyty and in compliance with ll aplcable legal and regulatory requirements. ‘The directors, senior management an all other emplayees of BCL are expected to conduct their business dealings honesty, openly, fay, dligenty and courteously and in a manner that enhances the Image of the Company as well as Group and never compromised the Company’ integrity. The purpose ofthis Code f to desribe standards of conduct expected of directors, senior management and other employees in ther dealings on behalf ofthe Company. Applicability ‘This Code Is applicable to al the directors, senlar management and other employees of the Company Standards of Conduct [Every director, senlor management and other employee of the Company shall ensure that he/she (© Shall not engage in business activites ether directly or Indiretly with a customer, vendo, supplier or any other thi party, which ae inconsistent wth, oF contrary to, the business activities ofthe Company. (© Shall not engage in any activity that might create a confit between personal interest and the Company’ interest. ay situation that involves or may reasonably be expected to Invoke, a cont of interest should be disclosed promptly In order to seek guidance from the Board ANNUAL REPORT 2022 (© Shall not use his/her respective positon to force, coerce, haras, induce, intimidate or In ary manner influence any person for personal gun, (© Shall maintain the confidentiality of information entrusted to him / herby the Company, ts customers, supple or business associates ofthe Company, exept when disclosure is authorized or legally mandated and shall ensure that no such onfidntal information is used for personal advantage or benefit (© Shall protect the Companys property and assets and have them utiized reasonably and effectively for the Companys business purpose, and shal nat use them to pursue personal ‘opportunites and gain, (© Shall refrain fom insider trading and shall not use material Information pertaining to the Company, before it's made public for financial or ether personal benefit and shall not provide such information to others (© Shall comply with all applicable laws, cules, regulations, agreements, guideline, standards and internal policies, Including othe requirements incidental thereto he | CORE VALUES Le Ethics & Integrity ‘We do care how rests are achieved and wil demonstrate honest and ethical behaviour in all aur aces. Choosing the course of highest integrity is our Intent and we wil establish and maintain the highest professional and personal standards. 2. Continual Improvement Continual improvement in all processes involved in manufacturing, engineering or business management i ‘order ofthe day for compeive success ‘The philosophy of continual improvements the change for the Bete. Ie refers to aces that continually improve all functions and involves all employees from the CEO tothe shop floor workers Itisan ongoing elf to constantly evaluate all processes For seeking improvements to increase productivity and profitably, 3. Excellence We are committed to excellence in every aspect of our activities. Each one of us must make maximum efforts to provide a qualty product that responds to our customers need. Our products must meet and exceed competition. Rather than asking "sit good enough? we mast ask, how ‘an we do it better The cual of everything we do reflects ‘onus andi essen for maintaining lng tem relationships ‘with our stakeholders 4. Customer Focus We are a customer-driven organization and believe that customer satisfaction is ur stength ard motivates us to gow. 5. Responsibility We will manage our afs ina highly responsible manner by ensuring that we take care ofthe envionment, are a good corporate citizen, ensure complete satistaction of our ‘ister through aalty an timely deer of our products. Teamwork ‘We put alot of emphasis on team work by recognizing that we will achieve more through teamwork. We feel that ‘operational excellence will be achieved by working together ‘8a team and dlgently performing tasks in an exceptional ‘Mutual Respect ‘We have respect for ll stakeholders of our business which Includes our customers, supplies, contractors, regulators, shareholders, our families and one other. We cae shout he professional and personal vel being of Gach member of Bolan Castings Lied. Pople rot est ast and we le fo eB cae concer and irs in those with hom we work and wth whom we do business. Our work cntonent respects india els and provides opportunities for traning. leaders developmen rtesoa growth and rani evar. A Secures high motvaed, nd wetied were wl the ramet he chalenges set your easton | ANNUAL REPORT 2022 COMPANY INFORMATION Board of Directors (Me. Sikandar M. Kran Chairman ‘Mr, Mujtaba Ahmad hiet Executive ‘Me, Soball Bashir Rana Director (Mr. Laeea Uddin Ansar Director ‘Mr. Qaiser Saleem Director ‘Me. Aamie Amin Director (Mr. Abdul Hamid Ahmed Dagia Director Mis, Tabassum Rana Director Company Secretary (Mr. Arafat Musi (Chief Financial Ofcer ‘Syed Sajid Al Audtors Mis. AF Ferguson & Co, Chartered Accountants Legal Advisors Ms. Lali & Latif Advocate |Mis. Rizwan Mana Associates Bankers Habib Bank Limited [MCB Bank Limited Bank Alish Limited Dubai stamic Bank Pakistan Limited ‘Meezan Bank Lined Faysal Bank Limited ‘Astari Bank Limited Bank AL Hablb Limited Nabip Metropolitan Bank Limited Share Registrar ‘CDC Shares Registrar Series Liited CDC House, 99-8, Bloc B, SMCS. ‘Main Shairah-e-Faisal, Karachi Tel: +92-800.23275, Fax: $92-21-34326053 Registered Office ‘Main RCD Highvay, ub Chowk, District Lasbela, Balochistan, Pakistan Tel: +92-853-364033,363296 Fax: +92-853-363292 E-mall: behub@belpk com Web site vwancbolancastings.com ME | os BOARD OF DIRECTORS Mr. Sikandar M. Khan Chairman / Non-Executive Director Appointment July 03, 1982 Committe Membership Chairman of Boards Committee for Supervision Eternal Appoints Chairman of Milt Tactors Ltd. Milat Equipment Lt, Milt Industrial Product Lt. TIPEG Intertrade DMCC, Director of Arabian Sea Country Club, President of Pakistan Foundry Association and Member of NAMAL Education Foundation, National ‘Management Foundation Mr. Mujtaba Ahmad Chiet Executive Officer Appointment June 03, 2022 Committe Membership No Commie Membership External Appoints Curren no exteral appointment Mr. Sohail Bashir Rana Non-Executive Director ‘Appointment une 13,1993 ‘Commitee Membership “Member of Board's Committe for Supervision, Aut Committe and Human Resource and Remuneration Commitee External Appointments Director of Mila Tractors Limited, TIPEG Intertrade DMCC, Hyundai Nshat Motor (Pvt) lid ANNUAL REPORT 2022 BOARD OF DIRECTORS Mr. Laeeq Uddin Ansari Non-Executive Director Appointment une 13,1993 ‘Commitee Membership ‘Member of Board Commitee for Supervision External Appointments Director of Millat Tractors Limited, Milat Equipment Limiced, Milt Industral Products Linted, TIPEG Inetrade DMCC Mr. Qaiser Saleem Non-Executive Director Appointment February 23, 2022 Commitee Membership ‘Member of Audit Commitee, Human Resource and Remuneration Committee External Appointments Director of Millat Tractors Limited, Milat Equipment Limited, Milt Industral Products Limited Mr. Aamir Amin Independent Director Appointment ‘March 18, 2020 ‘Commitee Membership Chairman of Audit Committee and Member of Human Resource and Remuneration Commitee External Appointments Chief Financial Oficer of National Investment Trust Limited and Director of Balochistan Wheels Limited, Mitchells Fruit Farm Limited, Bata Pakistan Limited, Indus Dyeing and ‘Mancfacturing Company Limited | o7 | BOARD OF DIRECTORS Mr. Abdul Hamid Ahmed Dagia Independent Director ‘Appoiniment October 28, 2020 Committee Membership No Committee Membership External Appointments Director of DATA recall (Pt) Li. Azgard Nine Linited, Shezan Internationa Limited, “Teennology Trade (Pt) Lid, Mitchells Frit Farm Limited, JAMAH (Pvt Lid Mrs. Tabassum Rana Independent Director Appointment October 28, 2020 Commitee Membership Chairperson of Human Resource and Remuneration Committee and Member of Audit Commitee External Appointments Currently no exceznal appointment | ANNUAL REPG te BOARD'S COMMITTEES & THEIR TERMS OF REFERENCE Aad Committee 1. Me Aamie Amin Chairman 2, Mr, Sohal Bashir Rana Member 3, Mr. Qatser Saleem Member 4. Mis, Tabassum Rana Member Terms of Reference (Determination of appropriate measures to safeguard the company’ assets (@ Review of annual and interim fancial statements of the ‘compar, prior to thei approval by the Board, focusing on (a) major judgmental areas: oy (©) going concern assumption; significant adjustments resulting from the audit (@) any changes in accounting polices and practices (6) compliance with applicable accountng standards (0) complance with these Regulations and other statutory and regulatory requirements; and (@ allreated party transactions: (Gi) Review of preliminary announcements of results prior to ‘extemal communication and publication; (i) Facttatng the external audit and discussion with external audltors of mor observations arsing from interim and sal ‘aus and any matter tha the auditors may wish to highlight lin the absence of management. where necessary) (0) Review of management etter issued by external auitrs and managements response thereto; () Ensuring coordination between the internal and external auditors ef the company (ot) Review ofthe scope and extent of internal audit, aul plan, reporting ramework and procedures and ensuing thatthe Internal audit function has adequate resources and Is appropriately placed within the company: (Consideration of major Arings of internal investigations of acts characterized by fraud, corruption and abuse of power and management's response thereto: (@) Ascertainng thatthe Internal contol systems including Financial and operational contol, accountng systems for timely and appropriate recarding of purchases and sales, receipts and payments, asets and abilies and the reporting strucure are adequate and effective: (6) Review of the company’s statement on internal contra “jstems prior to endorsement by the Board and internal aud repos: (00) Instituting spec projects, value for money studies or other investigations on any matter specified by the Board, in “consultation with the chef executive oficer and to consider remittance of any matter tothe external auditors orto any other extemal body (60) Determination of compliance with relevant statutory requirements: (8) Monitoring compliance with these Regulations and Identiication of significant violations thereof; (06) Review of arrangement for staf and management to report lo audit committee in confidence, concerns, i any, about actual or potential impropites nancial and other matters and recommend inituting remedial and miigating measures; (6x) Recommend to the Board the appointment of external auéltors their removal, aut fees, the provision of any ‘service permissible to be rendered tothe company by the ‘eral audkors ination to autos nancial statements, measures or tedeessal and retiication of non-complances withthe Regulations (6x) Consideration of any her issu or mater as may be asgned ty the Board, BOARD'S COMMITTEES & THEIR TERMS OF REFERENCE Human Resource and Remuneration (HR & 8) Committee ™ Board's Committe for Supervision (BCS) 1 Mis, Tabasum Rana Chaiperson 1. Me Sikandar Mustafa Khan Chain 2. Mr. Soba Bashir Rana Member 2. Mr. Sohal Bashir Rana ‘Member 3, Mr. Aamir Ain Member 3. Mr. Lace Uddin Ansar Member 4.Mr Qaiser Saleem Member Terms of Reference 0 Recommend tothe Board for consideration and approval a policy Framework for determining remuneration of directors {both executive and non-executive directors) Terms of Reference 0 ‘To provide a forum for the Company's Senor Executes to contribute to planning the strategic direction of the Compr. (To review and monitor the periodic operating actives (Recommending human resource management pois to regaeing technica, rancial and administrative aspects of the Boar: the Compary against budgel, forecasts and previous year (WRecommenting to the Board regarding the appolatment of ‘on month bass hit fancies, company secretary and head o intra (i) To ensre implementation of strategy the corpeate plan, aut policies and procedures. (09) Considering and making recommendations othe Bard in (6) To ensure successiul achievement of objectives of the respect ofthe Boar's committees and the chakmaship of Company the Boas comes (0) To ensure active co-ordination, co-operation and (0) Keeping the stucture, size and composition of the Board ‘communication between al depatnets of the Company. under regular review and for making recommendations to ‘the Board with regard to any’ changes necessary. 0 ‘Ta review the organizational structure ofthe Company’ and ‘making recommendations for change | Seo JYNLINULS NOILVZINVDYO (1) | Ma «2 | COMPANY PROFILE INTRODUCTION Being a modern and well equipped foundry and holding 2 major rmarkel share ofthe tractor and automotive castings. Bolan Casings Limited can rightly claim to be the leading foundry of i kind in Pakistan, ‘The Company was incorporated on 1th july, 1982 as 2 public limited company by Pakistan Automobile Cozporation Limited {PACO) under the administrative contol of Ministry of Production, Government of Pakistan, The plant was commissioned In June 1986 with the assistance of Foundry Management & Design Company (FMD), United Kingdom (UX) and commer production ‘was stated infu, 1986. The plants located about 40 Kins from Karachi on the main R.C.D. High, Hub Chowk, Disc Lasbele, Balochistan. The Company was privatised and handed over to 4 _group of management under a joint collaboration of Mila Tractors Linited and the employees of Bolan Castings Linited on 13th lune, 1995. FOUNDRY The foundry is located at Hub, Balochistan on a 100,000 square meters plot with a covered area of So approximately 20,000 sayare meters i The foundry is manufacturing tractor castings such as Cylinder Blocks Cylinder Heads, Cenre Housings, Tansmission Cases and truck ‘bus castings lke Brake Drums and Hubs wih a large numberof other similar casings, ‘The plant produces more than 16,000 tons per year of tractor / aulomotive castings in grey and ductile ion. $0 far, move than 200 diferent ypes of castings have been succesfully developed and supplied to various customers PRODUCTION FACILITIES BCL has two foundry plants with following production & quality management faites, (© Duplecmeing fates consisting of Twin Cold Blast Cupolas and CCozless Induction Furnaces, {© Induction melting through two 1.5 tons furnaces. (© One high pressure moulding tne of 1150 x 800 x 300 / 300 mm box se, (© Another high pressure moulding line of 650 x 550 x 250/ 2250 mm box size. (© Fully computerized groen sand plant which on demand automatically delivers predetermined sand mines to the ‘moulding Fn. (© New Sand Preconditioning Plant © Sand Washing Plants. (© Resin couted snd Plant, Continuous Miner, Shell Cores, COZ Cores and Cold Box cove making machines. (© Fishing Shop for shot blasting, filing, grinding and painting, (© A separate Pattem Making Shop for development, repal and ‘maintenance of patters tooling and core boxes through CADICAM process. (© An ancy workshop forthe fabrication and maintenance of Piant equipment ee RESEARCH & DEVELOPMENT ‘Bperimentation and innovative studes are constantly undertaken for both process and product improvements. Bolan Castings Limite, from the very beginning, i engaged in research, qualty Improvement of the products, productivity enhancement new products development and processes improvement. (QUALITY MANAGEMENT / PROCESS CONTROL Wie believe that quality anda relentless commitment to continuous Improvement are essenta to our success. To this end, we deine ‘ually as understanding the customer’ expectations, agreeing on performance and value and providing products and services that meet expectations. Qualiy is our responsibilty and our moto is "We pour quai into casings ‘The foundry has developed “Quality Control Sytem that cavers inspection ofthe complete process fom raw materials supply to the dispatch of finished good. Laboratories atthe plant use equipment and techniques to check ll incoming ‘material, metalic charge, Fero alloys, sands, resins, coatings and refractoriness, 3 COMPANY PROFILE BL is the only foundry in Pakistan using high valued imported Rave Materials & consumables tke Pig ron, Coke, Bentonite, Cold Dust, Core Coating, Core Adheshe et: During the manufacturing process, rapid cesponse systems are employed in a series of inlegrated checks. Finished products undergo an array of checks and inspection with appropriate techniques. Creal parts and those on which safety depends are 100% checked, Checks ding manana suplemented by simple king ty metalgrphy.specromety and acta chemical arabs ‘As a result ofsrctand effective quality conte, high standards have been achieved PRODUCTIVE MAINTENANCE An integrated Preventive Maintenance Pani regularly &ellecthely monitored to keep the plant operative. Computerized data is ‘maintained for upto-date analy for improvements. POLLUTION CONTROL -Manimum attention is given to reduce the ar pallation through the following (© Wet sludge tank for cupola emission. (© Scrubbers for air born emission at new sand pre conditioning and care plan. (© Reduction of dust emissions through bag fer closed cabin for shot blasting and sand plat. (© Dust catchers in grinding area, {© Maximum plantation atthe open areas ofthe factory. INDUSTRIAL & PERSONAL SAFETY The fllowing are in place forthe safety of our employees and equipments: (© Elective fre fighting system, which" «overs ll areas ofthe plant, (© Ssfety protective provided to the work force. (© Adequate sound proofing of high noise machines. © Protective cover for cutting machlos © Contolled admittance to production st © Flammable material adequately protected fom sun and heat © Alor areas sufcenty vented NO COMPROMISE ON QUALITY Is OUR CLAIM BCL has an effective system for dealing al customer complaints. Regular vss to cusiomers along wth daly feed back and continuous fallow ups s our strength. SUPPORT FOR FOUNDRY EDUCATION / ENGINEERING EDUCATION ‘To improve the level of knowledge inthe eld of foundey practice, BCL is providing technical support through regular interaships, factory vss et, tothe students of Metallurgical Enginering and Materials Engineering of NED University of Engineering & “Technology: Karachi, Mehran Universi of Engineering & Technology lamshoro and other Engineering Insitutions in a planned manne. SUGGESTION SCHEME Continual Improvement isthe prime strategy at Bolan Castings Limite for bench mark performance and competitiveness, We encourage every employe and other concerned staf ofthe Company to participate Inthe scheme and get incentive IO CERTIFICATION Bolan Castings Limited was the rst. foundry in Patan to obtain 50-9002 QMS certfcate In April 1999. The Compary has now cated cericton —— ‘on 180 9001-2015 version of ISO (Qualty Management System, sa [At Bolan Castings Limited, the ISO-Qually Management System is being effectively implemented in eter and spr. All SOPs & (9SPs ate regularly monitored through in-house and Independent auditors INTEGRATED REPORTING / DOCUMENTATION THROUGH COMPUTERIZATION, Fully computerized documentation & reporting system has been ‘employed forthe elective contol timely action and transparency. {13 | | CUSTOMERS & PRODUCT RANGE CUSTOMERS Tractors Millat Tractors Limited Al-Ghazi Tractors Limited Hema Industries, Turkey PRODUCT RANGE Tractor Industry a. ME Tractors 1. Gylinder block 2. Gylinder head 3. Transmission case 4. Centre housing 5. Timing gears 6. Bearing caps 7. Differential cases 8. Hydraulic lit cover 9: aut 10. Oil sump 240 11. Oil sump 385 12. Sleeve 13. Fork clutch release 14. Axle housing 240 15. Axle housing 385, 16. Link rocker 17. Fly wheel 240 18. Fly wheel 385, 19. Front axle support 240, 20. Front ante support 385 21. Water body 385 22. Water body outlet 240 23. Shift tower 24. Ale cover 25. Dill cartier LH/RH 26. Shift tower cover ®. Fat Tractors 1. AXe casing 2. Diferental case 3: Front ale support 4. Bearing cover 5. Trumpet 480 6. tubs 7. Oil sump 480 8, Steering box cover PTT Automobiles Hino Pak Motors Ld. Ghandhara Nissan Lid, Ghandhara Industries Ltd Master Motors Corporation Ltd. Afzal Motors ‘Automobile Industry f 2 3 4. A Full Range of Automotive Parts Hino Trucks/Buses "Brake drums Spring stoppers & brackets Bracket injection pump Palieys Nissan Teucks/Buses: Brake drums & hubs Isuzu Trucks/Buses Brake drums & hubs Exhaust manifold Master Trucks Brackets Daewoo Trucks/Buses + Brake drums i % BCL Castings Engincering/Others HMA Pumps (Pvt) Ld. ‘Milt Equipment Limited Baluchistan Wheels Limited “Alsons Industries (Pvt) Lid. + Mecas Engg, Ud. Infinity Engg. Ltd ‘Avntizar International Engineering Industry a. Pumps 1. Pump heads 2. Pump bases 3: Base plates 4. Adopter flanges 5. Pump housing 6. Suction chambers, 7. Seal covers b Mila Equipment Limited L. Planetary carrier 240 2 Planetary cartier 375, 3. Planetary carier 385 ¢. Wheel Rims. I. Blank holder dies 4, Alsons Industries |. Bomb Shell , Mecas Engg. Ltd 1. Leshape large infinity Engg. Ld Planetary carier 240 Planetary carrier 375 Planetary carrier 385 Brake drums Hubs Auntizam international T. Cast iron whee! SHAREHOLDERS INFORMATION Z Bolan Castings Limited (BCL) is committed to providing a high standard of communication to its Shareholders so that they have al information reasonably cequired to make Informed assessments ‘ofthe Companys value and prospects. Periodic Financial Reports BCL produces four Periodic Financial Reports for sharcholders cach yer: (© Fist Quarter Report upto 30! September (© Second Quarterly / Hal Yealy Report upto 31% December (© Thicé Quarterly Report upto 31* March (© Annual Report upto 30" une “The Compary transmits is quarterly accounts to shareholders through Company's website instead of sending the same by pos. However, the quarterly accounts canbe provided to shareholders, ‘on demand, at their egstered addresses fre of cst within one week of such demand, “The Company ispatches the Annual Accounts to its Shareholders by post. Annual Accounts are alsa placed on Companys website ‘Aanual General Meeting BCL holds Annual General Meeting (AGM) normally in October ofeach yea al Companys Registered Office ‘The Notice of AGM is sen to all Shareholders atleast 21 days ‘ofore the date of AGM and also published in ane issue each of| Daily English and Urdu news papers having circulation in Karachi and Lahore. “The Notice of AGM contains an explanatory memorandum providing Information to Shareholders for their convenience, Shareholders ae encouraged to attend the meeting. However, If they are unable to attend, they are encouraged to Vote by Proxy ‘on matters tobe decided atthe meeting “The 40th Annual General Meeting is scheduled tobe held a the Registered Office of the Company, Main RCD Highway, Hub ‘Chowk, Distt Lasbela, Baluchistan, Paksan ls trough video link, on Tuesday, October 25, 2022 at 12:00 hours Books Closure “The Share transfer books of BCL wil remain closed fom October 18, 2022 to October 25, 2022 both days inclusive. Transfers teceived In order atthe ofce of Share Reistrr of the Company 2: the aes en ercunde hy lst of working hours on ‘Getober 17, 2022 sll be weated tn ime ‘Shareholders Enquiries Encisconcetig hldings ofthe Company’ inary shares, Gvedend payments and roiestion o starters change af Stes shold be rered tothe Companys Shares Regist: ‘CDC Shares Registrar Services Linited. CDC House, 99-8, Block-B, SM.CHS., Main Shabrah- Fats, Karach-74400. J Gist Supp Serves ol free 800-COCP, 23275) Fax: (92-21) 34320053, mali: info@edests.com Website wnscdess.com ‘Shareholders Complaint Desalter Dear gmc el oes one coma Web Presence ‘A wie range of information about BCL is available al Companys ‘website, witcbolancasings.com The webste has general nimation abot the Company and details Fi ruc gee uae and wal rts he Conary areas posed on hs st. Furic a deleted Ivesor Retry selon also valle onthe webste. Price Ranges ‘Quarterly price anges of CL shares onthe Paistan Stock Exchange, ‘the principal market in which the stock is traded, were: 2022 2021 Quarter High Low High Low Rupees Fest uly-21-Sep-2) 182.00 119.56 84.99 47.50 Second (Ock-21-Dee21) 133.00 98.00 119.50. $8.00 Third lan-22-Mar-22) 101.00 63.00 126.90 90.00, Fourth (Ape-22June-22) $2.00 46.25 148.00 77.01 Market Value Vs, Break-up Value of Shares he NOTICE OF ANNUAL GENERAL MEETING Poeuid AGM Annual General Meeting October 25, 2022 at 12:00 p.m. Notice is hereby given that 40th Annual General Meeting of Bolan Castings Limited wil be held at Registered Office ofthe Company ‘Main RCD Highway, Hub Chow, District Lasbela, Balochistan, Palistan, on Tuesday. October 25, 2022 at 1200 hours to transact the flloning businesses ‘A. ORDINARY BUSINESS 1 To confirm the minutes of 39th Annual General Meeting held ‘on October 26, 2021 2, Torche, consider and adopt the audited nancial statements ofthe Company forthe year ended June 30, 2022 together ‘ith the Chaitman's review, Directors! report and Auditors! report thereon, 3. To appoint auditors forthe year ending June 30, 2023 and to fix ther remuneration, B._ SPECIAL BUSINESS 4. To ratify and approve the transactions carried out in normal course of business with Group companies for the year ended June 30, 2022 by passing the following resolution a a special resolution RESOLVED that the transaction cased out in normal course cof business with Group companies as disclosed in note 37 to the nancial statements forthe year ended lune 30, 2022 be and are hereby ratified and approved. 5. To authorize Chief Executive of the Company to approve lransoctons cared out and tobe cried out in normal course of business with Group companies during the year ending, June 30, 2023 by passing the follonng resolutions, with oF ‘without modification, as. special resolution: RESOLVED thatthe Chief Executive of the Company be and Is hereby authorized to approve all the transactions catied ‘out and tobe catied out in noxmal course of business with Group companies during the year ending lune 30, 2023, subject to final approval/ratication by the shareholders. FURTHER RESOLVED thatthe Chief Executive ofthe Company be and is hereby authorized to tke any and all necessary actions and sign / execute any and ll such documents / Indentures a may be required inthis regard on behalf ofthe Company. C.OTHER BUSINESS 6. To transact any other business with the permission of the Chait By Oner ofthe Board of Directors Bk Hub ‘Avafat Mushir October 03, 2022 Company Secretary Notes: |The Share Transfer Books ofthe Company’ stall emai closed from October 18, 2022 to October 25, 2022 (both days Inclusive). Transfers received in order tthe ofce of our Share Registrar M/s. CDC Stare Registrar Services Limited, CDC House, 99-8, Block-B, $.M.C.HS., Main Shahrah-e-Faisal, Karachi-74400 by close of working hours on October 17, 2022 sal be ested in tine to alten and vote al the meting. 2. A member entitled to attend and vote at the meeting ‘may appoint another member 3s his/her proxy to attend the rtd vee on s/s ell Vote gy be give ee personally or by proxy or in case of a company / ‘corporation by a representative duly authorize in pursuance ‘of requcementsof Section 138 ofthe Companies Act, 2017 3. Duly executed prones inode tobe effective must be received al the Registered Olfice ofthe Company at least 48 hours before the meeting, computed inthe manner provided in ub section (6) of Section 137 of the Companies Act, 2017. |: | ANNUAL REPC tee NOTICE OF ANNUAL GENERAL MEETING 4. Members are requested t0 promptly notly any change in ther addresses. to our Share Registrar Mis. CDC Share Registrar Services Limited, f shares are held in physical form and to the respective Participanivestor Account Services, if shares are held in book entry form, 5. CDC Account Holders wil further have to fllow the under mentioned guidelines as laid down in Circular | dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan, A. For attending the meeting 1) Incase of vidual, the account holder or sub-account holder shall authenticate his Identity by showing is ‘original Computerized National Mdentity Card (CNIC) or exiginal passport a the te of attending the meeting. 1) In case of corporate enlily, the Board of Directors! resolution / power of attorney wth specimen signature of the nominee shall have to be produced (unless It has been provided carer) atthe Une of the meting B._ For appointing proves: 1) Incase ofndvdua, the account holder or sub account hhlder shall submit the proxy Form as per the above requirement 1 The peony form stl be witnessed by to persons whose ames, addresses and CNIC numbers shalbe mentioned ‘on the form. lpAttested copies of CNIC or the passport ofthe ‘beneficial aver and the proxy shal be furnished with the peony form, 1h) The pony shall produce his/her original CNIC or ‘orginal passport al the me of the meeting. 1 In case of corporate entity the Board of Directors! esolution/power ofatlorney with specimen signature stall have to be submited alongwith prey form tothe Company, In pursuance ofthe arrangement ofthe meeting tough video lnk and the attendances accordingly the above regairements and corporate fullilments shall apply mutatis mutandis ee 0 6, Partiiption in the Annual General Meeting 'SECR through ks Circular No. 04 of 2021 dated February 15, 2021, has directed the listed companies to als arrange the provision of video link facility. Accordingly, inthe best health interest of our valued shareholders and to ensure maximum participation, the Company has also arranged to ‘omvene this AGM through video link fact ‘Toattend the AGM through vdeo kink members are requested lo register their following particulars by sending an e-mal at agm@beipk.com. Teer copey [mot no] = Jace yo| Se” James] Me | EE foatnn | ninco} iu “The video lnk and login credentials wll be shared withthe shareholders whose e-malls, containing al the requested paliclars, are received a the above e-mail address by or ‘before the close of business hours (5:00 p.m) on October 20, 2022. 7. Mandatory submission of CNIC Aspe Regulation 6 ofthe Companies (Dstibution of Dridends) Regulations, 2017 read with Section 242 ofthe Companies ‘Act, 2017, the company has withheld and in future wil also withhold cash dhidend payment to shareholders who have not _yet provided the copy of ther valid CNIC. Incase your cash ‘dvidend i wield de to aforesaid reason you are eequested to kindly provide legible copy of your vad CNIC to Compas ‘Share Registrar if you hold shares in physical frm or tothe respective PatlpanV/lovestor Account Services if shares are hee in book entry form, 18, Payment of Cash Dividend Eletranically In accordance with the provisions of Section 242 of the Companies Act, 2017, and Regulation 4 ofthe Companies, (Distribution of Dividends) Regulations, 2017, sted company Is rule to pay cash dividend tots shareholders any tough electronic mode dell ito the bank account designated by ‘the ened shareholders. n case your cash denis withbeld ‘due to aforesaid reason, you are requested to kindly provide the details conning 0 Tie of Bank account, i} Bank Account [Number, (i) International Bank Account Number (IBAN) (i) Bank Name, () Branch Name, Code & Address, (i) Cell NOTICE OF ANNUAL GENERAL MEETING [Namie and (Landline Number any to Companys Share Registrar if shares are hel in physical frm or tothe respective Parcpanvnvestor Account Services if shares ar held in book enty form Conversion of Physical Shares into Book Entry Foxm ‘Section 72 ofthe Companies Act, 2017 requires every compary to replace its physical shares with baok-entry form within the petiod to be noted by the SECP. The shareholders having Pays share certfcates are accondngly encouraged to open ‘hele account with Investors Account Services of CDC or Sub Account with any ofthe brokers in PSX to conver thet shares Int scrip less form. This wl fctat the shareholders in many wa), Including safe custody and sale of shares, any te they want, asthe trading of physical shares isnot permitted as pet existing regulations ofthe Pakistan Stock Exchange Limite. “Mandatory submision of Information by Physieal Shareholders ‘According to Section 119 ofthe Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations, 2018, al physical sharcholders ar advised to prosde thelr mandatory information such as CNIC number, axddeess,emall ates (favalable), contact mobile /lephone number, International Bank Account Number IBAN). ec. to Company's Share Registrar Immediately to avoid any non- compliance of law of any inconvenience in futur. Transmission of Annual Financlal Statements theough coypvpjuss 'SECP through its SRO 470(0/2016 dated May 31, 2016 have allowed companies to circulate the annual statement of, financial postion, profit or lass account, autor report and directors! report et to ts members through CD/DVD/USB. at their registered addresses and the same has subsequently ben approved by the Compary’ shareholders inthe AGM, In vie of the above the Company has sent its Annual Repet- 2022 containing the Financial Statements and the related reports othe starcholdes inthe form of CD. Any’shareholder can send request for printed copy ofthe Annual Reprt-2022 to the Company. Further, the annul rancial statements ef the Company for the year ended June 30, 2022 along with related reports have been placed at the website of the Company wwin.bolancastngs com, 12, Tansmission of Annual Financial Statements through email The Secures and Fxchange Commission of Pakistan vide its ‘SRO 7871/2014 dated September 08, 2014 has permitted companies to circulate annual statement of financial position, profi or ass account, auitor' report and directors report ‘along with notice of annual general meeting to ls members {trough e-mail. Members who wish to aval this fcilty can _ge their consent on the Standard Request Form aalable on Companys website 13, Video Conference Faclty Without prejudice to the requirements and therefore the arrangements as described in ‘Note 6" above, keping in view ofthe requirements of Section 132 of the Companies Act, 2017 together read with SECP Circular 10 of 2014, ithe Company receives consent fom members holing in aggregate 10% or more shareholding residing a a geographical ocaon, to participate inthe meeting through video conference a eat 7 days prior to date of meeting, the Company wil arrange a video conference Faily in thal ly subject to avalabliy of ‘such fact in that cy. ‘The Company will intimate members regarding the video conference facty venue at east 5 days before the date ofthe AGM along withthe complete information needed to access the fc. you would lke to aval video conferencing fact, as per ove, please Mil the fliowing and submit to registered offce of the Company atleast seven (7) days before AGM. UW, of being a member of Bolan Castings Une older of Ordinary Share(s) a pr Register Folio No / COC Account No hereby op for videoconference aly at Registered Office Address ofthe Company: Bolan Castings Limited Main RCD Highway Hub Chowk DistetLasbea, Balochistan mm ANNUAL REPO te NOTICE OF ANNUAL GENERAL MEETING Postal Ballot Pursuant to Companies (Postal Ballot) Regulations 2018, for the agenda item subject tothe requirements of Section 143 and 14 ofthe Companies Act 2017, members il be allowed to exercise their ight of vote through e-voting in accordance with the requirements and procedure contained in the aforesaid regulations. ‘STATEMENT UNDER SECTION 134 (3) OF THE COMPANIES ACT, 2017 1) Agenda tem No, 4- Related Party Tansactions During the financial year ended June 30, 2022, the Company cartied out transactions with Group companies inthe normal course of business. As per provision of Regulation No. 15 of the Listed Companies (Code of Corporate Governance) Regulations, 2019, the transactions carried out in normal course of business with Group companies (Related Parties) were required to be approved by the Board as per recommendation ofthe Audit Committee on quarterly basis As the majority of Company's Directors were interested in these transactions due to thelr common directorship and holding of shares inthe Group companies, the quorum of | ENA gL) DIRECTORS’ REPORT Credit Rsk ‘manne. This fs demonstrated in the vay we employees is of paramount importance. We ‘deal with our employees, customers and the believe that all industrial injuries can be “The creit risk on company’s lauld und is wider community where we operate prevented. Each individual employee is limited because the counterparties ae banks responsible for working safely, both for his wt high ceaitaings. However the compary BCL considers that corporate social owmvlire, and forthe safety nd were of managed the cred sk on trade debis by responsibly an ntegal clement of good hs fellow employees. monitoring credit exposures, limiting jysiness management. Varlous activities transactions with specific customers and conucted inthis area are enumerated below: We ble that production isnt so important ‘onang assesment of cedi-nortines of hoe crete toad ne or ‘customers. Energy Conservation to do our work. We have a proper Safety Poly, duly cegulated and cere by ISO BCI.is wel anare of he Country need for 9001 - 2015 Quality Management System Prudent laud sk management implies €%€FRY88 well as ks responsibly towards BCL ensure aalbily at Plat of llctive Pre uy sk mageen les egy cosets pose techn tn Vesna Pon [rtundng though a aegute amount of COMPANY continues 1s fr to mininize agaist cect heat em Sun in storage tea Committed cred faclites. The Company CFF consumption in daly operations ofthe of amiable material Regular and eal tine ‘manages this risk through effective cash Company: Our emplayees are encouraged to firefighling demonstration are taken as per management and by Keping commited creat wold unnecessary consumption of electric. Safety Pay. All necessary fist sd faites uly Risk lines available {gasand wate Furthermore, the management are available with qualified staf round the has also issued directives to minimize fuel clock Future Prospects consumption in Compary-cumed vehices and als to us energy-saving lighting device at ll Further, the BCL. has fully complied with the Since, the present government is committed location ofthe Company. standard operating procedures ahised by the to ensure the stably and confidence inthe ‘Government for operating business during ‘conony wth lng term sustainable economic Envonmental Protection Measures {COVID-19 pandemic forthe heath and salty growth poles, reducing inflaton strengthen ofthe employees. The Company has taken ‘of Pak Rupee and offering the agriculture We atach eat mprtancetothemanerance the following precautionaty measures packages for better agriculture performance of heathy ving envionment and consistently that wil defintely inspce the farmer's ingegrate the ideas and measures of © Disinfectant walk through gates were confidence resting the high demand of eee eee naa eaae Se leactors and its parts. Bing the vending protection. We 8 Placed a te exiting Factor: Its wi beet th emtopment Ost ¢ Temperate checig Indy your company Bao oping? Crean are condued wth he enphss © Disecton of werk ps, ee Fon compliance of regulatory requirements © Distribution of face mask and gloves. tinge eons. Conte tos © Maltang scl distancing ad werk However, in view ofthe devastating flood “ting ; 8 oar te as ering ood re mate so tat the Companys plant fom hone ey. ational actives ae envionment fend, ‘outage inthe Hub District, colpsed of main oPetatlonal acts are environment ‘bridge on the Hub River and the damaged ™ this regard, folowing are ensured In Consumer Protection Measures road nastucres, we do goon shutdown pamtiuar Tor weeks which adversely affected the BCL ensures customers satisfaction by Frccion nd scal he capaye ¢ Wet sage tank or apo ensions. prod aly pratt compete pcs, & Scubbers ora bom ison a core The Compan beleves tha eal) and inspite ofabovechalenges we relating pn qeenless commitment to. conthuous Toran to peor btn here ancl ¢ Redon of dst enon rougher npowcet eee tose To Jerlysclaing higher poduclonsndsaes og then. we dle ely understanding targets redaction mow of podicion by «Closed cabin fr shot basing and sand the custome’ enpecaons, ageing on improving yield. contling rejections: sl aod evant anda and og press Ireing ae aon and beter tizalon «Manus plaon fcr though dscns at necator ots ‘of avaliable manpower resources the use of waste water. is We pour qualiy into castings’. BCL has eloped a Quay Con tem that eoers ‘Occupational Safety and Health inspection of the complete proces rm a aerials suppy tothe dispatch of finished Your Company recognizes the importance of ves thatthe safety and elie oft arene eats cerca han caseiaheenaae — SCtbOes ta he sey and were ats goods tos as eT CoxporateSoclal Responsibly DIRECTORS’ REPORT BCL was the frst foundry in Pakistan to obtain laws and regulations applicable to the 180 9002 certificate in April 1999. The Companys business and that they act with Company has also acquired ISO 9001 - 2015 high standards of busines iniegy. Our Code version of SO Quality Management System of Conduct isthe key document addressing hich is a proof of our commitment of these high valves, whic has been disseminated providing quality services to our customers throughout the Company as wel a to increase ther satisfaction lev Sharcholder’s Equity & Return on Eauity In addon to above, all employees are recired Industral Relations to gh a monthly certication on compliance ‘of ternal contol which s formally reported BCL believes in maintaining cordial industrial by the CEO to the Board on quarterly bass. hich are monitored and reviewed on a Felationship wih its emplayees and their Continous bass. Our Corporate governance Collective Bargaining Agent (CBA), CContibution to National Exchequer framework Is dicted towards achieving our business objectives in a manner which is ‘The Company i ays taking measures BCL has conrbuled Rs. 566502 millon 0 esworsile snd aecordanee sth gh toad the empower. The Company the national eacheauer ding he peod By Standards of honesty, transparency and proddesstsnaloedattscaeen her way of ties and des, Ts nudes RE. Surrey. the Company aso provides medial faites 43.359 milion as income tx Re. 495.623 tots omployces. The Company ss abalnced millon 35 ses card R. 27.32 millon aS Far achievement thse pnp, ou vison proyanme of enpoes sericea pst- custom ego & addon dues. jason stents, ene cmon say employment beets and polices. and sigifcan policy guides, have bem Furthermore, the Company ao contnbued place fr many yer. Frthe the Board as ‘The Compary has Haj and Unvah Scheme a hey amount tthe atonal xheqser as Beigned a ode of ede setting the for employees who ae set to pefrm Hawtin tax agent Slandatds by which the drectors, senior under Government Hal scheme and Uavah management and allother employes of the a Company’ expense evey yea. Corporate Governance Company ae expected a condi! theses Employment of Specl Persons Compliance withthe Code of Corpor statements of compliance wih the Listed Goveinance Companies (Cade of Corporate Governance) BCL continues to be supportive of the Regulations, 2019 duly reviewed and certified employment and advancement of disabled BC. is deeply atate ofthe sigicance of yh sein ads we snened ots person in accordance wih he ables and carport governance in aclngeflecve on, Epltudes, prove that theycan be employed check and lane and potcing he eres ina safe wring enone. ‘fal shrcoldes ands deleted pursing goad of Detrs Sustained optimization of corporate Ifemployes become dialed evry fo + goverance. The Company egdsthe dng ay Suucuce and Changes made (0 ensure the continuity of theit__of sound orporate goverane as an mpotn ‘ployment and whee the daly of the mean o man sarcholderelonSNp The Boa of Deca sponse gem tnployees sch tha thy cannot conte and erhance corporat vale. The Company gpa by cabling baad le to work then In sch cass, the Company —Isconinced tht sound coxpoategoveman’ nd ting out categieeejectnes wh provides enpkment othe cid iso greatinporince to the sustarable ang, comgtne and ani ose geo tem growth ofthe Company and that the Setmance th broader pesoectss which Busnes hes and An-Conpon Measures flrs to improve and opie our corprte Prem conte ev ceed dts seremance and the progress at have een Seq Cha Pareune leer BCLs cmt oh stand Enns ode to this en wl epi enhancing our tanducl We belie that ii al io the coe compeivenesandinceasng cope Og November 27, 2021 the Director Mi reputation ae fancil success of the ah. Manel sees paced avgy Te Board Company that we cond or Bis ith wishes io place on eon ts dep condolences honesty. tegiy and in complance with alin accordance wth the Usted Companies "eh saienos The asalvocner emerged pple legal and regulatory rearerets. (Cade of Corporate Governance) Reglstons, ‘rhe Bood was ledup by lc coop oh tisafindimenta poieyof tne Conpanythst 2019, the Board has established sound yy, Qaser Seem all employes observe and comply wth the corpora goverance ples and proces, Mm: NMG te DIRECTORS’ REPORT Further, on May 25, 2022 Mr. Nisar Ahmed The CEO Is responsible for managing the Board Meetings Mirani resigned from the ollie of Chief Company and ta ensure delvery ofthe strategic Executive. Me. Nisar Ahmed Mirani was and financial objectives which Rave been agreed The Boatd is accountable to shareholders for sueceeded by Me Mujlaba Ahmad, who was by the Board. He Is also responsible for ensuring thatthe Company is appropriately appointed as Chief Executive OMfccr of the slenardship ofthe Comparyassets and jointly managed and achieves the strategie objectives Company we. Jane 03, 2022, by the Board with the Charman, represents the Company it sets. The Board discharges those of Dred sera resporibites though anneal prog af wmerings Current the Board of Directors of our Bos Process Company comprises the falovng ‘The Board et four ies dng the rac The Boaid acknowledges the sigan of year 2021-22, The mestngs were presided “eal umber of Decors flat cscharge of dies imposed by the “yer bythe Charman ofthe Board. These @ Mie 7 corporate laws and stands firmly commited pctngs were alto attended by the Chl toa ini object to add vale trough eecine yan eran he Company Serta. participation and conirbtion towards categary Names achievement of Comparysusnes abject. Notice of meetings along wth the agenda items and comprehensive working papers Independent Mr Aa Ain The Bou taks no account here of geging wih aspects ofthe business are Directors Me. Abdul Hamid the Company as wells the interesis of BCL'S — Gistibuted to Directors by the Company nee bag ‘archoler and ther slacholdes ben Sen shone feat Bead Meng Mrs. Tabassum Rana aking decision. so that the meeting can benefit from an ifored board Non-executive Mr, Sikandar M. Khan Sree ‘esponsblities reserved to the Board Directors Me. Sohal Bashir Rara The directors are fully aware of their Mr Lace Ulin Ansa responsilites. At leat once in a year, the Ne Qaser Saleem APPOMgamlbus nd OEE: Sheen conc an retain coun or Executive Director Mr, Mujtaba Ahmad it rectors to acausnt them wth thir duties (ceo) and responsibiltes regarding managing the affairs of the Company on behalf of starcholiers © Approving annual and quarterly accounts; ‘© Reviewing the Company's systems of Female Director Mis, Tabassum Rana ‘nancial control and risk management: Charman and Chie Executive Offer All the directors have elther acaured the rectors traning progam certcation or meet the exemption criteria as contained in these Regulations, exept the Chie Executive Ofc, Uaho shall acquire the prescbed cetieaion within a period of ane year from the date of his appointment, in accordance with the provision ofthese Regulation. ‘© Approving major acqulstons and captal The postion of Chaman and the Cher PENSHE: Executive OMcer are held by Me. Sikandar Mg khan and Mr. Mujlaba Ahmad respectively “The separation of functions ensures greater g independence between the Board and the management. There Is 2 lear division of Issuing shares of the Company: Ensuring that appropriate management development and succession plans are in fesponstities between the roles of the PA Chairman and CEO. ‘© Reviewing matters relating to corporate The Company Secretary is responsible for socal responsiblity Including the Xing the Bosc onl governance mates “he Charman responsible to prove owes Sgvtonmenta, heglh and. safely ad for ensuing tht Board procedores are leershpandvsion ndovcepng the satege_—_feomunce othe Company followed nd applicable rls ad elton Arecton ofthe Company. compli wth: Addionally the company Reviewing the actives ofthe Board's Secretary aso response for comp ihe “The Chan's primary ole nudes ensuring, "Commies and minates of Board Mectng and celatng thatthe board functions propery, tects amongst the dectrs wth sulted tine. ciligations and responsibil and that is Approving appinimeni othe Roa 0 ‘ganization and mechanisms arin pce and he Hor Commits arto the ostons_ The Chi Fiance is responsible for ste wong elective SF CLO. CFO, Company Secetay and adisng the Board on all financial and the Head of Ital Aud decrunthg mties and alo spose, ang, hh | DIRECTORS’ REPORT with the Chit Execute Ofer fo presenting the annual and quarterly ancial statement, He takes care of assets and financing thereof Additionally the CFO i also responsible for Ninalizing Annual Corporate Budgets and peodic review of Budget vs Actual anabsis for smooth running of the Company affairs. Board Comitiees In order to achieve desired objectives, the Board has established three comimittes with particular responsibilties. The terms of reference of these commitees ate clearly defined by the Bowrd. The proceedings of Board Commies are reported tothe Boar ‘of Diectorsin thelr meetings. Adit Committee “To guarantee the abjectiveness, falmess and Independence of the Audit Commitee, the ‘Adit commitee comprises four non-executive directors including two independent directors ‘and is chaired by an Independent Director Me, ‘Aamir Amin, The other members of the Committe are Mr. Sohal Bashir Rana. Mr Qaiser Saleem and Mrs. Tabassum Rana, The primary role of the Audit Committee, whlch cepors its findings to the Boa, sto ‘ensure the integrity ofthe financial reporting and aueit process andthe maintenance of a sound internal contol and risk management system. In pursuing these objectives, the Committee ensures that an appropriate Felatonshp is maintained between the intreal and te eternal auditors of the Company. The Committe also considers the effectiveness of the external audit process and makes recommendations to the Board on appointment, reigraton oF dismissal ofthe auuitors and ther level of aud fee ‘The Committe performs is responsibilies in supervising internal audit function and also plays an important role In optimizing the Companys interal control stems, The Aud Committe reviews the implementation on the ineral contol ystems regu and supervises the retifcation of dented itersal contol problems The Committee also ensures the compllance withthe best practes of corporate goverance and other relevant regulatory requirements The Committe Formally meets a least ence Iva quarter prior to approval of interim rests of the Company and alter completion of eternal aut. The Commitee annually holds separate meetings with External Auditors to factate the discussion on any issue arising From the suit and wth the Internal Auditors to discuss the matters related to Internal Controls. During the financial year 2021-22, the Committee met four times to colnelde with the Mnancial and reporting cycles of the Company. ‘The proceedings of meetings are properly recorded by Secretary Audit Commillee and minutes of meetings are circulated to all members, directors and where required to cro. 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