Sona BLW Precision Forgings : Annual General Meeting

		SONACOMSTAR
	Dare:.. 20th June, 2022
	BSE Ltd.	National Stock Exchange of India Ltd.
	Regd. Office: Floor - 25,	Listing Deptt., Exchange Plaza,
	Phiroze Jeejeebhoy Towers,	Bandra Kurla Complex, Bandra (East),
	Dalal Street, Mumbai-400 001.	Mumbai - 400 051
	BSE Scrip Code: 543300	NSE Scrip: SONACOMS

SUBJECT: - INTIMATION FOR ANNUAL GENERAL MEETING {AGM)

Dear Sir / Madam,

We wish to inform that:

1. 26th AGM of Sona BLW Precision Forgings Limited (the Company) will be held on Thursday, 14th July, 2022 at 12.00 Noon (1ST), through Video Conference ('VC')/ Other Audio Visual Means ('OAVM'). The copy of the Notice of the 26th AGM is enclosed herewith.

2.. Cut-off date for. remote e-voting is Thursday, 7th July, 2022. The remote e-voting shall commence on Monday, 11th July, 2022 at 9.00 a.m. (1ST) and will end on Wednesday, 13th July, 2022 at 5.00 p.m. (1ST).

This is for your information and record.

Thanking you,	•
For SO	LW PRE

Ajay P
Vice Pr	�=====:;;;:;;r	cretary and Compliance Officer
End: As above

SONA BLW Precision Forgings Ltd.
Regd Office & GGN Works	Manesar Works
Sona Enclave. Village Begumpur Khatola	Plot No. 13, Sector-2
Sector 35, Gurugram 122004	IMT Manesar. Gurugram	enquiry1fosonacomstnr.com	ClN l.27300HR1995PLC083037
Haryana India	Haryana 122050 India
T [phone]	T [phone]	www.sonacomstar.com	IIIIIIIIIIII/IIII/I//IIIIIIIII/III/////I/////II

NOTICE

~COMSTAR

SONA BLW PRECISION FORGINGS LIMITED

Registered Office- Sona Enclave, Village Begumpur Khatola, Sector 35, Gurgaon-122004

CIN: L27300HR1995PLC083037 Email - [e-mail]

Tel: [phone]; Website - www.sonacomstar.com

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 26th (Twenty Sixth) Annual General Meeting ("AGM") of the members of Sona BLW

Precision Forgings Limited ("Company") will be held on Thursday, 14th July, 2022, at 12:00 Noon (IST) through video conferencing (VC) / other audio-visualmeans ("OAVM") to transact the following businesses.

The proceedings of the 26th AGM shall be deemed to be conducted at the Registered Office of the Company at Sona Enclave, Village Begumpur Khatola, Sector 35, Gurgaon-122004, which shall be the deemed venue of the AGM.

ORDINARY BUSINESS:

Item no. 1:

To consider and adopt the audited Standalone Financial Statements and audited Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2022 together with the Reports of the Board of Directors and Auditors thereon.

Item no. 2:

To declare final dividend of INR 0.77/- per equity share of the Company having face value of INR 10/- each, for the Financial Year ended on 31st March, 2022.

Item no. 3:

To appoint a director in place of Mr. Amit Dixit (DIN: 01798942) who retires by rotation and, being eligible, offers himself for re-appointment.

Item no. 4:

To approve the re-appointment of Walker Chandiok & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company and fixing their remuneration.

To consider and, if thought fit, to pass, with or without modification(s), following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of sections 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, the consent of the members be and is hereby accorded for the re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as the Statutory Auditors of the Company for the second term of 5 (five) consecutive years, who shall hold office from the conclusion of this 26th Annual General Meeting till the conclusion of 31st Annual General Meeting of the Company, at such remuneration as may be approved by the Board of Directors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee) be and are hereby authorized to do all such acts, deeds, matters, things and to take all such steps as may be considered necessary or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto."

SPECIAL BUSINESS:

Item no. 5:

To approve the payment of remuneration to Mr. Sunjay Kapur (DIN: 00145529), Non-Executive Director and Chairperson of the Company for the Financial Year 2022-23.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in terms of Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with the provisions of Sections 178, 197, 198 and other applicable provisions, if any of the Companies Act, 2013 ("Act") and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company and in accordance with the recommendations of Nomination and Remuneration Committee and the Board of Directors of the Company, and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, and in furtherance to the resolution passed by the members of the Company at the Extra-ordinary General Meeting held on 22nd February, 2021 approving the variation in terms of appointment of Mr. Sunjay Kapur, Non-Executive Director and Chairperson, the approval of the members of the Company be and is hereby accorded for payment of annual remuneration of INR 24,000,000/- (Indian Rupees Twenty Four Million), by way of monthly payment, to Mr. Sunjay Kapur (DIN: 00145529) as a Non-Executive Director and Chairperson of the Company for the Financial Year 2022-23, along with other benefits as per the terms of his appointment as approved by the members at the Extra-ordinary General Meeting of the Company held on 22nd February, 2021, being in excess of 50% (fifty percent) of the total annual remuneration payable to all Non-Executive Directors of the Company in terms of Listing Regulations.

RESOLVED FURTHER THAT the Board of Directors including the Nomination and Remuneration Committee be and is hereby authorized to do all such acts, deeds, matter, things and to take all such steps as may be considered necessary, appropriate, expedient or desirable in this regard to give effect to this Resolution."

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Item no. 6:

To approve the re-appointment of Mr. Vivek Vikram Singh (DIN: 07698495) as the Managing Director

and Group Chief Executive Officer of the Company. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of the Section 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re- enactment thereof, for the time being in force), and the Article of Association of the Company and subject to the approval of any other statutory authorities, as may be required in this regard and subject to other regulations, sanctions, if any, and based on the recommendation and the approval of the Nomination and Remuneration Committee and the Board of Directors, the consent of members of the Company be and is hereby accorded for re-appointment of Mr. Vivek Vikram Singh (DIN: 07698495), as the Managing Director and Group Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 years with effect from 5th July, 2022 to 4th July, 2027, on such terms and conditions as set out in the explanatory statement annexed hereto.

RESOLVED FURTHER THAT the Board of Directors including the Nomination and Remuneration Committee be and is hereby authorised to alter such terms and conditions as it may deem appropriate in relation to re-appointment of Mr. Vivek Vikram Singh as the Managing Director and Group Chief Executive Officer of the Company, in compliance with the applicable provisions of the Act, other applicable laws and Listing Regulations.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps, in its absolute discretion, it may think be necessary, proper or expedient to give effect to this resolution and to settle any question or doubt that may arise in relation thereto and/or to seek such approval/ consent from the government departments, if required, as the case may be."

Item no. 7:

To approve the remuneration of Mr. Vivek Vikram Singh (DIN: 07698495), Managing Director and Group Chief Executive Officer of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the Article of Association of the Company and subject to the approval of any other statutory authorities, as

may be required in this regard, and subject to other regulations, sanctions, if any, and based on the recommendation and the approval of the Nomination and Remuneration Committee and the Board of Directors, the consent of the members be and is hereby accorded for payment of remuneration to Mr. Vivek Vikram Singh (DIN 07698495), as the Managing Director and Group Chief Executive Officer of the Company, during his term of re-appointment, as set out in the Explanatory Statement thereto, notwithstanding that the aggregate remuneration including the value of perquisites on exercise of Options granted under the Sona BLW Precision Forgings Limited -Employee Stock Option Plan 2020 (hereinafter referred to as the "ESOP Plan-2020") as approved by the members in the Extra-ordinary General Meeting held on 30th September, 2020, may exceed the limits permissible under section 197 read with Schedule V to the Act, in any financial year(s).

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during his term of re-appointment, the remuneration, as approved to be paid to Mr. Vivek Vikram Singh (DIN 07698495), Managing Director and Group Chief Executive Officer, shall be considered as the minimum remuneration, in accordance with the provisions of the Act, other applicable laws and Listing Regulations.

RESOLVED FURTHER THAT the Board of Directors including the Nomination and Remuneration Committee be and is hereby authorized to alter, enhance or widen the scope of remuneration (including the fixed pay, variable pay, perquisites or other benefits) or the terms and conditions of the re-appointment including such periodical increase in his remuneration and to take all such steps as it may in its absolute discretion think necessary, proper or expedient to give effect to this resolution and to settle any question or doubt that may arise in relation thereto and to seek such approval/ consent as may be required in this regard."

Item no. 8:

To ratify the remuneration of the Cost Auditors of the Company for Financial Year 2022-23.

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the members be and is hereby accorded to ratify the remuneration of INR 200,000 (Rupees Two Hundred Thousand Only) plus applicable taxes thereon, besides reimbursement of out-of-pocket expenses on actuals incurred in connection therewith, payable to M/s. Jayaram & Associates, Cost Accountants (Firm Registration No. 101077), appointed by the Board of Directors as Cost Auditors of the Company, based on recommendations of Audit Committee, to conduct the audit of the applicable cost records of the Company for the Financial Year 2022-23.

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NOTICE

"RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee), be and is hereby authorised to do all acts and take all such steps as may be necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto."

By Order of the Board

Sona BLW Precision Forgings Limited

Ajay Pratap Singh

Vice-President (Legal), Company Secretary

and Compliance Officer

Membership No. F5253

Place: Gurgaon

Date: 9th June, 2022

NOTES:

1. A statement under Section 102 of the Companies Act, 2013 ("Act") and/or as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, concerning the special business under Item Nos. 5-8 of the Notice is annexed hereto.
2. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated 5th May, 2022, 14th December, 2021 read with circulars dated 13th January, 2021, 5th May, 2020, 8th April 2020 and 13th April, 2020 (collectively referred to as "MCA Circulars") and SEBI vide its circulars dated 13th May, 2022 read with 15th January, 2021 and 12th May, 2020 (collectively referred to as "SEBI Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and MCA Circulars, the 26th AGM of the Company is being held through VC / OAVM. Hence, Members can attend and participate in the 26th AGM through VC/OAVM.
3. Pursuant to the above referred MCA Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM.
   However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and cast their votes through e-voting.
4. In compliance with the MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2021- 22 is being sent through electronic mode only to those Members whose e-mail address is registered with the Company's Registrar and Share Transfer Agent / Depository Participants as on Friday, 10th June, 2022.

Members may note that the Notice and Annual Report 2021-22 will also be available on the Company's website at www.sonacomstar.com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia. com, respectively and on the website of NSDL at evoting. nsdl.com

1. The Board of Directors of the Company has appointed Mr. Ankit Singhi (FCS No. - 11685; CP No. 16274), and failing him, Mr. Nitesh Latwal (ACS No. - 32109; CP No. 16276) Partners of M/s. PI & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the remote e-voting process and voting through electronic voting system at the AGM in a fair and transparent manner.
2. The Scrutinizer will, after the conclusion of e-voting at the AGM, scrutinize the votes casted at the Meeting, votes casted through remote e-voting, make a consolidated Scrutinizer's Report and submit the same to the Chairperson or a person authorized by him in writing, who shall countersign the same and declare the results (consolidated) within two working days from the conclusion of the AGM.
3. The result declared along with the Scrutinizers Report displayed at the Registered as well as Corporate Office of the Company and immediately will be placed on the Company's website atwww.sonacomstar.com and on the website of NSDL e-voting at www.evoting.nsdl.com immediately after the declaration of result and the same will also be communicated to BSE Limited and the National Stock Exchange of India Limited (NSE).
4. The Members can join the AGM through VC/OAVM mode 15 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Members (Members holding 2% or more shareholding), Promoters, Institutional Investors, Chairperson, Directors, Key Managerial Personnel, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended) and the SEBI Circulars and MCA Circulars, the Company is providing facility of remote e-Voting and e-Voting at

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the AGM to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the AGM will be provided by NSDL.

1. For receiving all the communication(including Annual Report) from the Company electronically, Members are requested to register/update their email address.
   Manner of registering / updating email addresses:
2. 1. For members holding shares in physical mode: Members holding shares in physical mode who have not registered/ updated their email addresses with the Company, are requested to register/ update the same by providing the signed Form ISR- 1 to Company's RTA. Members can also write to the Company/RTA at [e-mail] / [e-mail] respectively along with the copy of signed Form ISR-1 mentioning all the details including Folio Number, name and address of the Member, Permanent Account Number ("PAN"), Email address, Mobile Number etc.
   2. For members holding shares in dematerialised mode: Members holding shares in dematerialised mode are requested to register/ update their email addresses/Electronic Bank Mandate by contacting their respective Depository Participants.
3. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.
4. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on the record date (cut-offdate) i.e., Thursday, 7th July, 2022, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only. Once the vote on a resolution is casted by a Member, the Member shall not be allowed to change it subsequently. Further, the Members who have casted their vote through remote e-voting shall not be allowed to vote again at the Meeting.
5. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the directors are interested under Section 189 of the Companies Act, 2013, Annual Report along with the AGM Notice and all other documents as referred in the Notice and explanatory statement, including certificate from the Secretarial Auditors of the Company under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. Thursday, 14th July, 2022 and

also during the AGM. Members seeking to inspect such documents can send an email at investor@sonacomstar. com.

1. The final dividend for the year ended 31st March, 2022 as recommended by the Board, if approved at the AGM, will be paid to those members whose names will appear in the Company's Register of Members /List of Beneficial Owner as on Thursday, 30th June, 2022.
   Members are requested to update/register Electronic Bank Mandate for the purpose of receiving the dividends directly in their bank account(s)on payout date.
   Manner of registering / updating Electronic Bank Mandate:
2. 1. For members holding shares in physical
      mode :
      Members holding shares in physical mode who have not updated their mandate for receiving the dividends directly in their bank account(s)on payout date through Electronic Clearning Services or any other means ("Electronic Bank Mandate"), can register their Electronic Bank Mandate to receive dividends directly into their Bank Account electronically, by sending the signed Form ISR-1 to Company/RTA along with the following details/document by email to [e-mail]/einward.ris@kfintech. com respectively;
   2. 1. Name and branch of Bank in which dividend is to be received and bank account type;
      2. Bank Account Number allotted by your Bank after implementation of core banking solutions;
      3. 11 digit IFSC Code; and
      4. Self attested scanned copy of cancelled cheque bearing the name of the members or the first holder, in case shares are held jointly.
   3. For members holding shares in
      dematerialised mode:
      Members holding shares in dematerialised mode are requested to register/ update Electronic Bank Mandate by contacting their respective Depository Participants.
3. Members holding shares in dematerialised form may please note that bank details as furnished by the respective depositories will be used for the purpose of distribution of dividend to members. For members who have not updated their bank account details, dividend warrants / demand drafts / cheques will be sent out to their registered addresses. To avoid delay in receiving dividend, members are requested to update their KYC with their depositories (where shares are held in dematerialised mode) and with the Company's Registrar and Transfer Agent ("RTA") (where shares are held in physical mode) by providing the signed Form ISR-1 which is available on the website of the

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