Tel: 0092-853-364036 Fax: 0092-853-363292 Email: [email protected] Web: www.bolancastings.

com

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 38th Annual General Meeting of Bolan Castings Limited will be held at Registered Office of the 10. Transmission of Annual Financial Statements through CD/DVD/USB
Company Main RCD Highway, Hub Chowki, District Lasbela, Balochistan, Pakistan, through video link, on Wednesday, SECP through its SRO 470(I)/2016 dated May 31, 2016 have allowed companies to circulate the annual statement of financial position,
October 28, 2020 at 1200 hours to transact the following businesses: profit or loss account, auditors’ report and directors’ report etc to its members through CD/DVD/USB at their registered addresses and the
same has subsequently been approved by the Company’s shareholders in the AGM. In view of the above the Company has sent its Annual
A. ORDINARY BUSINESS Report-2020 containing the Financial Statements and the related reports to the shareholders in the form of CD. Any shareholder can send
1. To confirm the minutes of 37th Annual General Meeting held on October 23, 2019. request for printed copy of the Annual Report-2020 to the Company.
2. To receive, consider and adopt the audited financial statements of the Company for the year ended June 30, 2020 Further, the annual financial statements of the Company for the year ended June 30, 2020 along with related reports have been placed at
together with the Chairman’s review, Directors’ report and Auditors’ report thereon. the website of the Company www.bolancastings.com .
11. Transmission of Annual Financial Statements through email
3. To appoint auditors for the year ending June 30, 2021 and to fix their remuneration.
The Securities and Exchange Commission of Pakistan vide its SRO 787(1)/2014 dated September 08, 2014 has permitted companies to
4. To elect seven Directors as fixed by the Board of Directors for a term of three years. The retiring Directors are Mr. circulate annual statement of financial position, profit or loss account, auditors’ report and directors’ report along with notice of annual
Sikandar Mustafa Khan, Mr. Latif Khalid Hashmi, Mr. Sohail Bashir Rana, Mr. Laeeq Uddin Ansari, S. M. Irfan Aqueel, general meeting to its members through e-mail. Members who wish to avail this facility can give their consent on the Standard Request
Syed Javaid Ashraf and Mr. Aamir Amin. Form available on Company’s website.
As resolved by the Board in its meeting held on September 15, 2020 the number of Directors to be elected shall be seven 12. Video Conference Facility
out of which one male independent and one female independent directors are proposed to be elected. Without prejudice to the requirements and therefore the arrangements as described in “Note 7” above, keeping in view of the requirements
of Section 132 of the Companies Act, 2017 together read with SECP Circular 10 of 2014, if the Company receives consent from members
B. SPECIAL BUSINESS holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference
5. To ratify and approve the transactions carried out in the normal course of business with Group companies for the year at least 7 days prior to date of meeting, the Company will arrange a video conference facility in that city subject to availability of such facility
ended June 30, 2020 by passing the following resolution as a special resolution: in that city.

RESOLVED that the transactions carried out in normal course of business with Group companies as disclosed in note 34 The Company will intimate members regarding the video conference facility venue at least 5 days before the date of the AGM along with
the complete information needed to access the facility. `
to the financial statements for the year ended June 30, 2020 be and are hereby ratified and approved.
If you would like to avail video conferencing facility, as per above, please fill the following and submit to registered office of the Company
6. To authorize Chief Executive of the Company to approve transactions carried out and to be carried out in normal course
atleast seven (7) days before AGM.
of business with Group companies during the year ending June 30, 2021 by passing the following resolution, with or
I / We, __________________ of ________________ being a member of Bolan Castings Limited, holder of __________ Ordinary Share(s)
without modification, as a special resolution:
as per Register Folio No / CDC Account No. ______________ hereby opt for video conference facility at _________________.
RESOLVED that the Chief Executive of the Company be and is hereby authorized to approve all the transactions carried
Registered Office Address of the Company:
out and to be carried out in normal course of business with Group companies during the year ending June 30, 2021. Bolan Castings Limited
FURTHER RESOLVED that the Chief Executive of the Company be and is hereby authorized to take any and all actions Main RCD Highway, Hub Chowki, District Lasbela,Balochistan
and sign any and all such documents as may be required in this regard. 13. Postal Ballot
7. To consider, and if thought fit, pass following resolutions, with or without modification as a special resolution for Pursuant to Companies (Postal Ballot) Regulations 2018, for the purpose of election of directors and agenda item subject to the
amendments in the Articles of Association of the Company: requirements of Section 143 and 144 of the Companies Act 2017, members will be allowed to exercise their right of vote through e-voting,
in accordance with the requirements and procedure contained in the aforesaid regulations.
RESOLVED that the Articles of Association of the Company be and is hereby amended in following manner:
Further, pursuant to the directions issued by the SECP through its another Circular No. 25 of 2020 dated August 31, 2020 together read
i) Substitution of following new Article for the existing Article 9.09: with an earlier Circular No. 05 of 2020 dated March 17, 2020, for the purpose of special business, members will be allowed to exercise
“The qualification of an elected as well as appointed Director shall be the holding of shares in the Capital of the their right of vote through e-voting. The requirements and procedure contained in the aforesaid regulations with respect to e-voting for
Company of not less than the face value of Rs.25,000/-, prior to the filing of intention to contest the election of election of directors shall also be applicable to the e-voting for the special business proposed within the agenda.
directors or prior to the holding of the office as the circumstances warrant, provided that qualification of an elected
STATEMENT UNDER SECTION 134 (3) OF THE COMPANIES ACT, 2017
independent director, as defined in Companies Act, 2017, shall be holding at least one share in the Capital of the
1) Agenda Item No. 5 - Related Party Transactions
Company of the face value of Rs.10/-. However, in case of a Director representing a member which is not a natural
During the financial year ended June 30, 2020, the Company carried out transactions with Group companies in the normal course of
person or representing a creditor or other special interests by virtue of contractual arrangements, the requirement of
business. As per provision of Regulation No. 15 of the Listed Companies (Code of Corporate Governance) Regulations, 2019, the
qualification shares shall not apply in line with the provisions contained in section 153(i) of the Companies Act, 2017.” transactions carried out in normal course of business with Group companies (Related Parties) were required to be approved by the Board
ii) Deletion of Article 9.10. as per recommendation of the Audit Committee on quarterly basis. As the majority of Company’s Directors were interested in these
transactions due to their common directorship and holding of shares in the Group companies, the quorum of directors could not be formed
FURTHER RESOLVED that Chief Executive and / or Company Secretary of the Company be and is / are hereby
for approval of these transactions, therefore, in the last Annual General Meeting, the share holders had authorized the Chief Executive of
authorized to fulfill all legal, corporate and procedural formalities and file all necessary documents as may be necessary the Company to approve these transactions in the normal course of business subject to final approval/ratification by the shareholders.
or incidental for the purpose of implementing the aforesaid resolution. Therefore, these transactions have to be approved by the shareholders in the Annual General Meeting.
C. OTHER BUSINESS In view of the above, the transactions conducted during the financial year ended June 30, 2020 with Group companies are being placed
8. To transact any other business with the permission of the Chair. before the shareholders for their approval / ratification.
The Directors are interested in the resolution to the extent of their common directorships and shareholding in the Group companies.
By Order of the Board of Directors
Hub Arafat Mushir The information of the Related party transactions as required under Regulation 5(1) of the Companies (Related Party Transactions and
Maintenance of Related Records) Regulations, 2018 is as under:
October 06, 2020 Company Secretary
Name of Related Parties Millat Tractors Limited Millat Equipment Limited
Notes:
1. The Share Transfer Books of the Company shall remain closed from October 15, 2020 to October 28, 2020 (both days Names of the interested or Mr. Sikandar M. Khan Mr. Sikandar M. Khan
concerned persons or directors Mr. Latif Khalid Hashmi Mr. Latif Khalid Hashmi
inclusive). Transfers received in order at the office of our Share Registrar M/s. CDC Share Registrar Services Limited,
Mr. Sohail Bashir Rana Mr. Sohail Bashir Rana
CDC House, 99-B, Block-B, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi-74400 by close of working hours on October Mr. Laeeq Uddin Ansari Mr. Laeeq Uddin Ansari
14, 2020 shall be treated in time to attend and vote at the meeting. Syed Muhammad Irfan Aqueel Syed Muhammad Irfan Aqueel
2. A member entitled to attend and vote at the meeting may appoint another member as his / her proxy to attend the
Nature of relationship, interest or
meeting and vote on his / her behalf. Vote may be given either personally or by proxy or in case of a company / concern along with complete
corporation by a representative duly authorized in pursuance of requirements of Section 138 of the Companies Act, information of financial or other Common directorship and Common directorship and
2017. interest or concern of directors, the shareholding the shareholding
3. Duly executed proxies in order to be effective must be received at the Registered Office of the Company at least 48 hours managers or key managerial
personnel in related party
before the meeting, computed in the manner provided in sub section (6) of Section 137 of the Companies Act, 2017.
4. Members are requested to promptly notify any change in their addresses to our Share Registrar M/s. CDC Share Detail, description, terms and Sale of goods Purchase of goods Sale of goods Purchase of goods
Registrar Services Limited, if shares are held in physical form and to the respective Participant/Invester Account conditions of transactions against confirmed against confirmed against confirmed against confirmed
orders orders orders orders
Services, if shares are held in book entry form.
5. Any person who seeks to contest election to the office of Director shall, whether he is retiring Director or otherwise, file Amount of Transactions (Rs.) 1,255,932,210 42,060 7,364,711 29,634
with the Company, not later than fourteen days before the date of meeting a notice of his intention to offer himself for Time frame or duration of the From 01-07-2019 to From 01-07-2019 to From 01-07-2019 to From 01-07-2019 to
election as a director alongwith the following: transactions 30-06-2020 30-06-2020 30-06-2020 30-06-2020
i.) Form 28 – Consent to act as director prescribed under section 167 of Companies Act, 2017. Pricing Policy At Mutually Agreed price At Mutually Agreed price At Mutually Agreed price At Mutually Agreed price
ii.) A detailed profile as required under SECP’s SRO No.1196(I)/2019 dated October 03, 2019, for the purpose of,
2) Agenda Item No. 6 - Authorization to CEO for Related Party Transactions
interalia, placement on the website of the company before the election. The Company shall be carrying out transactions with Group companies in the normal course of business during the financial year ending
iii.) Declaration confirming that: June 30, 2021. As the majority of Directors will be interested in these transactions due to their common directorship and shareholding in
the Group companies, the quorum of directors will not be formed for the required approval of these transactions. Therefore, in order to
a) He / she is a member of the Company. (Number of shares held alongwith the Folio number or CDC participant id
satisfy the aforesaid requirement of approval by the Board on quarterly basis and in the absence of formation of required quorum for the
/ account number, be mentioned). purpose, the transactions with Group companies will be presented in next AGM for the purpose of seeking the ratification/approval.
b) He / she is not ineligible to become a Director of the Company under any applicable laws and regulations.
In order to ensure routine approval of these transactions throughout the year, the shareholders may authorize the Chief Executive to
c) He / she is not serving as a director in more than seven (7) listed companies including Bolan Castings Limited
approve the transactions carried out and to be carried out in normal course of business with Group companies during the financial year
excluding the directorships in the listed subsidiaries of a listed holding company. ending June 30, 2021.
d) His / her name is borne on the register of national tax payers. (National Tax Number (NTN) be mentioned).
The Directors are interested in the resolution to the extent of their common directorships and shareholding in the Group companies.
e) He / she has not defaulted in payment of any loan to a banking company, a Development Financial Institution or
Non Banking Financial Institution or being a member of a Stock Exchange has not been declared as a defaulter 3) Agenda Item No. 7 - Amendments in Articles of Association
by that stock exchange.
f) He / she or his / her spouse is not engaged in the business of Stock brokerage and he / she is not a sponsor, Comparative Analysis
director or officer of any corporate brokerage house. Existing Article Proposed Amendments
iv.) In case of Independent Director, an additional declaration confirming that he / she qualifies the criteria of i) Article 9.09 i) Article 9.09
independence as contained in Section 166 of the Companies Act. The qualification of a Director shall be the holding of shares in The qualification of an elected as well as appointed Director shall
6. CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated January the capital of the Company of the value of Rs.25,000/- be the holding of shares in the Capital of the Company of not less
26, 2000 issued by the Securities and Exchange Commission of Pakistan. relaxable in case of Director representing interest holding than the face value of Rs.25,000/-, prior to the filing of intention to
shares of requisite value. contest the election of directors or prior to the holding of the office
A. For attending the meeting: as the circumstances warrant, provided that qualification of an
i) In case of individual, the account holder or sub-account holder shall authenticate his identity by showing his elected independent director as defined in Companies Act, 2017
original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting. shall be holding at least one share in the Capital of the Company
of the face value of Rs.10/-. However, in case of a Director
ii) In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature of the
representing a member which is not a natural person or
nominee shall have to be produced (unless it has been provided earlier) at the time of the meeting.
representing a creditor or other special interests by virtue of
B. For appointing proxies: contractual arrangements, the requirement of qualification shares
i) In case of individual, the account holder or sub account holder shall submit the proxy form as per the above shall not apply in line with the provisions contained in section 153(i)
of the Companies Act, 2017.
requirement.
ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be ii) Article 9.10 ii) Deletion of Article 9.10
mentioned on the form. A director who is required to hold a qualification may act before
acquiring his qualification, but shall in any case acquire the
iii) Attested copies of CNIC or the passport of the beneficial owner and the proxy shall be furnished with the proxy form. same within two months from his appointment.
iv) The proxy shall produce his / her original CNIC or original passport at the time of the meeting.
Reasons for change
v) In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall
i) Article 9.09 of the Articles of Association of the Company is proposed to be substituted to facilitate the election of independent directors by
have to be submitted along with proxy form to the Company
fixing the minimum qualification shares for them.
In pursuance of the arrangement of the meeting through video link and the attendances accordingly, the above
ii) Article 9.10 is proposed to be deleted in order to align the Articles in line with the provisions contained in section 153(i) of the Companies
requirements and corporate fulfillments shall apply mutatis mutandis.
Act, 2017.
7. Participation in the Annual General Meeting
In view of the outbreak of Covid-19 pandemic, the SECP, through its another Circular No. 25 of 2020 dated August 31, Statement by the Board
2020 together read with earlier Circular No. 05 of 2020 dated March 17, 2020, has advised to listed companies to avoid The aforesaid amendments have been approved by the Board of Directors in its meeting held on September 15, 2020 with the understanding
large gathering at one place and consider the provision of video link facility. Accordingly, in the best health interest of our that the same are in line with the applicable provisions of the law and regulatory framework.
valued shareholders and to ensure maximum participation, the Company has arranged to convene this AGM through The Directors are interested in the resolution to the extent of qualification shares which are required to be acquired/hold by them in compliance
video link facility. with the requirements of qualification shares as contained in the Articles of Association the alteration of which is proposed hereby.
To attend the AGM through video link, members are requested to register their following particulars by sending an e-mail The document highlighting the proposed amendments is available at Registered office of the Company for inspection during office hours
at [email protected]. excluding Saturdays and Sundays (being closed holidays) and Gazetted holidays.

Folio / CDC Company No. of Email 4) Selection of Independent Directors

Name CNIC Cell No.
Account No. Name shares held Address As per Section 166 (1) of the Companies Act, 2017 read with clause 6(1) and 7 of Listed Companies (Code of Corporate Governance)
Bolan Castings Regulations, 2019, the company has selected following two candidates (one male and one female) to be elected under section 159 of the
Limited Companies Act, 2017 in this AGM from the data bank maintained by the institute duly authorized by SECP.

The video link and login credentials will be shared with the shareholders whose e-mails, containing all the requested particulars, are The names of directors selected and justification for their selection as required under section 166(3) of the Companies Act, 2017 is as under:
received at the above e-mail address by or before the close of business hours (5:00 p.m.) on October 22, 2020. The shareholders are also 1. Mr. Aamir Amin
encouraged to send their comments / suggestions, related to the agenda items of the AGM on the above mentioned e-mail address by the
2. Mrs. Tabassum Rana
close of business hours (5:00 p.m.) October 22, 2020.
Mr. Aamir Amin is serving as Independent Director and representing National Investment Trust Limited (NITL) on the Board of Directors of
8. Mandatory submission of CNIC
As per clause 6 of the Companies (Distribution of Dividends) Regulations, 2017 read with Section 242 of the Companies Act, 2017, the Bolan Castings since March 2020. He is a young, confident, dynamic, enthusiastic, educated and self motivated person to take entrepreneurial
company has withheld and in future will also withhold cash dividend payment to shareholders who have not yet provided the copy of their challenges easily. Mr. Amin is a Chartered Accountant by profession from Institute of Chartered Accountants of Pakistan (ICAP) and also a
valid CNIC. In case your cash dividend is withheld due to aforesaid reason, you are requested to kindly provide legible copy of your valid Certified Information Systems Auditor (CISA).
CNIC to Company’s Share Registrar if you hold shares in physical form or to the respective Participant/Investor Account Services if shares Mr. Amin is CFO of National Investment Trust Limited (NITL) and also serving as Head of Corporate Governance & Corporate Affairs and
are held in book entry form. member of Investment Committee. He is also representing NITL on the Board of Directors of Balochistan Wheels Limited, Mitchell’s Fruit Farm
9. Payment of Cash Dividend Electronically Limited, Bata Pakistan Limited and Indus Dyeing and Manufacturing Company Limited.
As per provision of Section 242 of Companies Act, 2017 any dividend payable in cash shall only be paid through electronic mode directly
Mrs. Tabassum Rana has over 34 years of extensive experience of working with State Bank of Pakistan. She did her Masters in Economics
in to the bank account designated by the entitled shareholders. In view of foregoing the shareholders are requested to provide the details
from Karachi University and MS in Economic Policy and Planning from Northeastern University, Boston, USA. She also attended several
containing (i) Title of Bank account, (ii) Bank Account Number, (iii) IBAN (iv) Bank Name, (v) Branch Name, Code & Address, (vi) Cell
banking and management courses locally and abroad. In her career as Central Banker she has worked with core policy Departments such as
Number, and (vii) Landline Number, if any, to Company’s Share Registrar if shares are held in physical form or to the respective
Monetary policy, Engineering, Business Support and Facilitation, Development Finance and External Relations Departments. She started her
Participant/Investor Account Services if shares are held in book entry form. Failure to provide the aforesaid requirements will result in
withholding of the payment of dividend in the future to the respective member. career as Research Analyst and rose to leadership position of Joint Director.

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 www.bolancastings.com [email protected] 0092-853-363292 0092-853-364036

29,634 7,364,711 42,060 1,255,932,210

SRO No.1196(I)/2019

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