CODE OF CONDUCT
Bolan Castings Limited (BCL) is committed to the highest standards of business conduct in its
relationships with associates, customers, suppliers, shareholders and other stakeholders. It is BCL’s
policy to conduct business with honesty and integrity and in compliance with all applicable legal and
The directors, senior management and all other employees of BCL are expected to conduct their
business dealings honestly, openly, fairly, diligently and courteously and in a manner that enhances the
image of the Company as well as Group and never compromised the Company’s integrity. The purpose
of this Code is to describe standards of conduct expected of directors, senior management and other
employees in their dealings on behalf of the Company.
This Code is applicable to all the directors, senior management and other employees of the Company.
Standards of Conduct:
Every director, senior management and other employee of the Company shall ensure that he / she:
Shall not engage in business activities, either directly or indirectly, with a customer, vendor, supplier
or any other third party, which are inconsistent with, or contrary to, the business activities of the
Shall not engage in any activity that might create a conflict between personal interest and the
Company’s interest. Any situation that involves or may reasonably be expected to involve, a conflict
of interest should be disclosed promptly in order to seek guidance from the Board.
Shall not use his / her respective position to force, coerce, harass, induce, intimidate or in any
manner influence any person for personal gain.
Shall maintain the confidentiality of information entrusted to him / her by the Company, its customers,
suppliers or business associates of the Company, except when disclosure is authorized or legally
mandated and shall ensure that no such confidential information is used for personal advantage or
Shall protect the Company’s property and assets and have them utilized reasonably and effectively
for the Company’s business purpose, and shall not use them to pursue personal opportunities and
Shall refrain from insider trading and shall not use material information pertaining to the Company,
before it is made public, for financial or other personal benefit and shall not provide such information
Shall comply with all applicable laws, rules, regulations, agreements, guidelines, standards and
internal policies, including other requirements incidental thereto.
INVESTORS RELATION POLICY
Bolan Castings Limited investor relations shall be ethical, professional, transparent and investor friendly.
We recognize the right of our investors to information and shall always be attentive to this need. The
relevant information will be speedily disseminated and shall be as informative as is required to be, subject
to consideration of confidentiality and applicable legislation. We respect the right of investors to express
their views during the general meetings of the company, on matters forming part of the agenda and on
the performance of the company, and shall respond to their observations and queries to the fullest extent
permissible. We shall always respond speedily and with courtesy to our investors on matters relating to
their enquiries and complaints.
RISK MANAGEMENT POLICY
The Risk Management Policy is aimed to focus with the followings:
The management of the company shall be vigilant of all challenges and shall take all
possible measures to mitigate their impact by implementing aggressive strategies by
keeping range of customers to avoid concentration on one customer.
The company shall minimize its import to minimize foreign exchange losses risk and shall
cover risk by forward rate booking, wherever possible.
The company manages to mitigate the interest / markup rate risk through risk management
strategies where significant changes in gap position can be adjusted.
The company managed the credit risk on trade debts by monitoring credit exposures,
limiting transactions with specific customers and containing assessment of credit
worthiness of customers.
The company manages this liquidity risk through effective cash management and by
keeping committed credit lines available.
Concentration of assets and liabilities shall be avoided and level be set and continuously
monitored to avoid any unfavorable outcome.
Company shall remain unbiased to any political changes.
Congenial environment between company and workers shall be maintained keeping in
view the best interest of the company.
Proper maintenance and up gradation in production facilities shall be integrated to remain
All pronouncements, directives from legal / local / professional bodies shall be
continuously consulted and complied with.
Professionally Competent staff shall be employed to improve performance and
Assets will be safeguarded by improving custodianship.
INTERNAL CONTROLS POLICY
The Internal Control Plan includes establishment, adherence, monitoring and continuously improving
system providing policies and procedures to assist in achieving organization’s specific and overall
objectives in orderly and efficient manner including safeguarding of assets, prevention and detection of
fraud and error, accuracy and completeness of accounting and other organizational records and timely
preparation of reliable financial and non-financial information.
The Company’s Internal Audit Department is responsible to ensure that the Internal Control System is
implemented in the Company’s Operational, Marketing, Financial and all other spheres of activities. The
entire activities are regularly monitored and modified where necessary to keep the system dynamic in the
WHISTLE BLOWING POLICY
To encourage employees to report alleged malpractices or misconduct and to ensure that all allegations
are thoroughly investigated and suitable action taken where necessary. A whistle blowing employee shall
be protected against adverse employment actions (discharge, demotion, suspension, harassment, or
other forms of discrimination) for raising allegations of business misconduct. Employees who participate
or assist in an investigation will also be protected. Every effort will be made to protect the anonymity of
the whistle blower, however there may be situations where it cannot be guaranteed.
CORPORATE SOCIAL RESPONSIBILITY POLICY
BCL shall remain committed to carry out its obligations as responsible corporate citizen and shall strive
to meet its responsibilities with respect to:
Protection of the interest of employees, customers, shareholders and other stakeholders of the
Health and safety of the employees and the community where it operates.
Betterment of the society and welfare and development of the community around its operations.
Protection of environment and optimization of energy conservations.
Its contribution towards National causes and emergencies.
REMUNERATION POLICY FOR EXECUTIVE & NON-EXECUTIVE DIRECTORS
The objective of the remuneration policy is twofold:
a) To create a remuneration structure that will allow the Company to attract, reward and
retain qualified Executives and Non-Executives Directors who will lead the Company in
achieving its strategic objectives.
b) To provide for and to motivate the Executives and Non-Executives Directors with a balanced
and competitive remuneration.
i) EXECUTIVE DIRECTORS (INCLUDING CHIEF EXECUTIVE OFFICER)
The remuneration structure of Executive Director(s) shall consist of following constituents:
Fixed Remuneration shall be reasonable and fair; taking into consideration the following:
The salary level for similar positions with comparable status, responsibility and skills, in
other Group companies and also in organizations of broadly similar size and
The qualification, experience, field of specialization and exposure on Board of Group
Companies or other listed companies.
Annual increments shall be awarded on the basis of performance and with a view to
maintain, as the circumstances permit, the consistency with the slabs of awarding the
increments for similar positions across the Group.
Annual incentives for Executive Director(s) will normally be in line with the annual
incentives for other executive employees of the Company.
The Executive Director(s) other than the Chief Executive Officer of the Company shall not be
entitled for profit share in the annual profit of the Company.
Retirement benefits for the Executive Director(s) shall be in line with that for other
executive employees of the Company. However, the Executive Director(s) appointed on
contract basis will not be entitled for any retirement benefits.
Executive Director(s) shall not be entitled to receive remuneration by way of fee for
attending meetings of the Board or Committee(s) thereof.
Annualized Ceiling of Remuneration
Annualized ceiling of remuneration for every Executive Director(s) shall be approved by the
Board of Directors on recommendation of Human Resource and Remuneration (HR & R)
Committee. Annual aggregate remuneration paid to Executive Director(s) shall be within the
annualized ceiling of remuneration approved by the Board of Directors.
ii) NON-EXECUTIVE DIRECTORS (INCLUDING INDEPENDENT DIRECTORS)
Any fee / remuneration payable to the Independent and / or Non-Executive Directors of the
Company shall be in following manner.
Independent and / or Non- Executive Director(s) may receive remuneration by way of fee
for attending meetings of the Board or Committee(s) thereof as may be decided by the
Performing Extra Service
The remuneration for performing extra service may be paid to Non- Executive Director(s) as
may be decided by the Board of Directors of the Company from time to time, depending on
the extra time and effort as may be devoted and contribution as may be made by the Non-
Reimbursement of actual expenses incurred
Independent and / or Non- Executive Director(s) may also be paid / reimbursed such sums
either as fixed allowance and /or actual as fair compensation for travel, boarding and
lodging and incidental and /or actual out of pocket expenses incurred by such Directors for
attending Board / Committee Meetings.