NOTICE

SONA BLW PRECISION FORGINGS LIMITED

Registered Office- Sona Enclave, Village Begumpur Khatola, Sector 35, Gurgaon-122004
CIN: L27300HR1995PLC083037 Email – [email protected]
Tel: +91-124-4768200; Website – www.sonacomstar.com

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 26th (Twenty Sixth) Annual RESOLVED FURTHER THAT the Board of Directors of
General Meeting (“AGM”) of the members of Sona BLW the Company (including its committee) be and are hereby
Precision Forgings Limited (“Company”) will be held on authorized to do all such acts, deeds, matters, things and to take
Thursday, 14th July, 2022, at 12:00 Noon (IST) through video all such steps as may be considered necessary or expedient,
conferencing (VC) / other audio-visual means (“OAVM”) to including filing the requisite forms or submission of documents
transact the following businesses. with any authority or accepting any modifications to the clauses
as required by such authorities, for the purpose of giving effect
The proceedings of the 26th AGM shall be deemed to be to this resolution and for matters connected therewith, or
conducted at the Registered Office of the Company at Sona incidental thereto.”
Enclave, Village Begumpur Khatola, Sector 35, Gurgaon-122004,
which shall be the deemed venue of the AGM. SPECIAL BUSINESS:
Item no. 5:
ORDINARY BUSINESS: To approve the payment of remuneration to Mr. Sunjay Kapur
Item no. 1: (DIN: 00145529), Non-Executive Director and Chairperson of
To consider and adopt the audited Standalone Financial the Company for the Financial Year 2022-23.
Statements and audited Consolidated Financial Statements
of the Company for the Financial Year ended on 31st March, To consider and if thought fit, to pass the following resolution
2022 together with the Reports of the Board of Directors and as a Special Resolution:
Auditors thereon.
“RESOLVED THAT in terms of Regulation 17(6)(ca) of SEBI (Listing
Item no. 2: Obligations and Disclosure Requirements) Regulations, 2015
To declare final dividend of INR 0.77/- per equity share of the (“Listing Regulations”) read with the provisions of Sections 178,
Company having face value of INR 10/- each, for the Financial 197, 198 and other applicable provisions, if any of the Companies
Year ended on 31st March, 2022. Act, 2013 (“Act”) and Rules made thereunder (including any
statutory modification(s) or re-enactment(s) thereof, for the time
Item no. 3: being in force) and the Articles of Association of the Company
To appoint a director in place of Mr. Amit Dixit (DIN: 01798942) and in accordance with the recommendations of Nomination
who retires by rotation and, being eligible, offers himself for and Remuneration Committee and the Board of Directors
re-appointment. of the Company, and such other approvals, permissions and
sanctions, as may be required and subject to such conditions
Item no. 4: and modifications, as may be prescribed or imposed by any of
To approve the re-appointment of Walker Chandiok & Co. the authorities while granting such approvals, permissions and
LLP, Chartered Accountants, as the Statutory Auditors of the sanctions, and in furtherance to the resolution passed by the
Company and fixing their remuneration. members of the Company at the Extra-ordinary General Meeting
held on 22nd February, 2021 approving the variation in terms of
To consider and, if thought fit, to pass, with or without appointment of Mr. Sunjay Kapur, Non-Executive Director and
modification(s), following resolution as an Ordinary Resolution: Chairperson, the approval of the members of the Company be
and is hereby accorded for payment of annual remuneration of
“RESOLVED THAT pursuant to provisions of sections 139, 141, INR 24,000,000/- (Indian Rupees Twenty Four Million), by way
142 and all other applicable provisions, if any, of the Companies of monthly payment, to Mr. Sunjay Kapur (DIN: 00145529) as a
Act, 2013 read with the Companies (Audit and Auditors) Non-Executive Director and Chairperson of the Company for
Rules, 2014 (including any statutory modification(s) or re- the Financial Year 2022-23, along with other benefits as per the
enactment(s) thereof for the time being in force), and pursuant terms of his appointment as approved by the members at the
to the recommendations of the Audit Committee and the Board Extra-ordinary General Meeting of the Company held on 22nd
of Directors of the Company, the consent of the members be February, 2021, being in excess of 50% (fifty percent) of the total
and is hereby accorded for the re-appointment of M/s. Walker annual remuneration payable to all Non-Executive Directors of
Chandiok & Co LLP, Chartered Accountants (Firm Registration the Company in terms of Listing Regulations.
No. 001076N/ N500013), as the Statutory Auditors of the
Company for the second term of 5 (five) consecutive years, who RESOLVED FURTHER THAT the Board of Directors including
shall hold office from the conclusion of this 26th Annual General the Nomination and Remuneration Committee be and is hereby
Meeting till the conclusion of 31st Annual General Meeting of authorized to do all such acts, deeds, matter, things and to take all
the Company, at such remuneration as may be approved by such steps as may be considered necessary, appropriate, expedient
the Board of Directors of the Company. or desirable in this regard to give effect to this Resolution.”
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Item no. 6: may be required in this regard, and subject to other regulations,
To approve the re-appointment of Mr. Vivek Vikram sanctions, if any, and based on the recommendation and the
Singh (DIN: 07698495) as the Managing Director approval of the Nomination and Remuneration Committee and
and Group Chief Executive Officer of the Company. the Board of Directors, the consent of the members be and is
To consider and if thought fit, to pass with or without hereby accorded for payment of remuneration to Mr. Vivek
modification(s), the following resolution as an Ordinary Vikram Singh (DIN 07698495), as the Managing Director and
Resolution: Group Chief Executive Officer of the Company, during his term of
re-appointment, as set out in the Explanatory Statement thereto,
“RESOLVED THAT pursuant to the provisions of the Section notwithstanding that the aggregate remuneration including the
196, 197, 203 and other applicable provisions, if any, of the value of perquisites on exercise of Options granted under the
Companies Act, 2013 (“Act”) and the Companies (Appointment Sona BLW Precision Forgings Limited -Employee Stock Option
and Remuneration of Managerial Personnel) Rules, 2014 and Plan 2020 (hereinafter referred to as the “ESOP Plan-2020”) as
the Securities and Exchange Board of India (Listing Obligations approved by the members in the Extra-ordinary General Meeting
and Disclosure Requirements) Regulations, 2015 (“Listing held on 30th September, 2020, may exceed the limits permissible
Regulations”) (including any statutory modification(s) or re- under section 197 read with Schedule V to the Act, in any financial
enactment thereof, for the time being in force), and the Article year(s).
of Association of the Company and subject to the approval of
any other statutory authorities, as may be required in this regard RESOLVED FURTHER THAT in the event of loss or inadequacy
and subject to other regulations, sanctions, if any, and based of profits in any financial year during his term of re-appointment,
on the recommendation and the approval of the Nomination the remuneration, as approved to be paid to Mr. Vivek Vikram
and Remuneration Committee and the Board of Directors, the Singh (DIN 07698495), Managing Director and Group Chief
consent of members of the Company be and is hereby accorded Executive Officer, shall be considered as the minimum
for re-appointment of Mr. Vivek Vikram Singh (DIN: 07698495), remuneration, in accordance with the provisions of the Act,
as the Managing Director and Group Chief Executive Officer of other applicable laws and Listing Regulations.
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 RESOLVED FURTHER THAT the Board of Directors including
conditions as set out in the explanatory statement annexed hereto. the Nomination and Remuneration Committee be and is hereby
authorized to alter, enhance or widen the scope of remuneration
RESOLVED FURTHER THAT the Board of Directors including (including the fixed pay, variable pay, perquisites or other
the Nomination and Remuneration Committee be and is hereby benefits) or the terms and conditions of the re-appointment
authorised to alter such terms and conditions as it may deem including such periodical increase in his remuneration and to
appropriate in relation to re-appointment of Mr. Vivek Vikram take all such steps as it may in its absolute discretion think
Singh as the Managing Director and Group Chief Executive necessary, proper or expedient to give effect to this resolution
Officer of the Company, in compliance with the applicable and to settle any question or doubt that may arise in relation
provisions of the Act, other applicable laws and Listing thereto and to seek such approval/ consent as may be required
Regulations. in this regard.”

RESOLVED FURTHER THAT the Board of Directors be and is Item no. 8:

hereby authorised to take all such steps, in its absolute discretion, To ratify the remuneration of the Cost Auditors of
it may think be necessary, proper or expedient to give effect to the Company for Financial Year 2022-23.
this resolution and to settle any question or doubt that may arise To consider and, if thought fit, to pass, with or without
in relation thereto and/or to seek such approval/ consent from modification(s), the following resolution as an Ordinary
the government departments, if required, as the case may be.” Resolution:

Item no. 7: “RESOLVED THAT pursuant to the provisions of Section 148

To approve the remuneration of Mr. Vivek Vikram and other applicable provisions, if any, of the Companies Act,
Singh (DIN: 07698495), Managing Director and 2013 and the Companies (Audit and Auditors) Rules, 2014,
Group Chief Executive Officer of the Company. Companies (Cost Records and Audit) Rules, 2014 (including any
To consider and if thought fit, to pass with or without statutory modification(s) or re-enactment thereof, for the time
modification(s), the following resolution as a Special Resolution: being in force), the consent of the members be and is hereby
accorded to ratify the remuneration of INR 200,000 (Rupees
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, Two Hundred Thousand Only) plus applicable taxes thereon,
198 and 203 read with Schedule V and other applicable provisions, besides reimbursement of out-of-pocket expenses on actuals
if any, of the Companies Act, 2013 (“Act”) and the Companies incurred in connection therewith, payable to M/s. Jayaram &
(Appointment and Remuneration of Managerial Personnel) Rules, Associates, Cost Accountants (Firm Registration No. 101077),
2014 and SEBI (Listing Obligations and Disclosure Requirements) appointed by the Board of Directors as Cost Auditors of the
Regulations, 2015 (“Listing Regulations”) (including any Company, based on recommendations of Audit Committee, to
statutory modification(s) or re-enactment thereof, for the time conduct the audit of the applicable cost records of the Company
being in force), and the Article of Association of the Company for the Financial Year 2022-23.
and subject to the approval of any other statutory authorities, as

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 NOTICE

“RESOLVED FURTHER THAT the Board of Directors of the Members may note that the Notice and Annual Report
Company (including its Committee), be and is hereby authorised 2021-22 will also be available on the Company’s website at
to do all acts and take all such steps as may be necessary, www.sonacomstar.com, websites of the Stock Exchanges,
desirable, proper or expedient for the purpose of giving effect that is, BSE Limited and National Stock Exchange of India
to this resolution and for matters connected therewith or Limited (NSE) at www.bseindia.com and www.nseindia.
incidental thereto.” com, respectively and on the website of NSDL at evoting.
nsdl.com
By Order of the Board
Sona BLW Precision Forgings Limited 5. 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
Ajay Pratap Singh Company Secretaries as the Scrutinizer to scrutinize the
Vice-President (Legal), Company Secretary remote e-voting process and voting through electronic
and Compliance Officer voting system at the AGM in a fair and transparent manner.
Membership No. F5253
Place: Gurgaon 6. The Scrutinizer will, after the conclusion of e-voting at the
Date: 9th June, 2022 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
NOTES: Chairperson or a person authorized by him in writing,
1. A statement under Section 102 of the Companies Act, who shall countersign the same and declare the results
2013 (“Act”) and/or as required under SEBI (Listing (consolidated) within two working days from the conclusion
Obligations and Disclosure Requirements) Regulations, of the AGM.
2015, concerning the special business under Item Nos.
5-8 of the Notice is annexed hereto. 7. The result declared along with the Scrutinizers Report
displayed at the Registered as well as Corporate Office
2. In view of the continuing Covid-19 pandemic, the Ministry of the Company and immediately will be placed on the
of Corporate Affairs (“MCA”) has vide its circular dated Company’s website at www.sonacomstar.com and on
5th May, 2022, 14th December, 2021 read with circulars the website of NSDL e-voting at www.evoting.nsdl.com
dated 13th January, 2021, 5th May, 2020, 8th April 2020 immediately after the declaration of result and the same
and 13th April, 2020 (collectively referred to as “MCA will also be communicated to BSE Limited and the National
Circulars”) and SEBI vide its circulars dated 13th May, Stock Exchange of India Limited (NSE).
2022 read with 15th January, 2021 and 12th May, 2020
(collectively referred to as “SEBI Circulars”) permitted the 8. The Members can join the AGM through VC/OAVM mode 15
holding of the Annual General Meeting (“AGM”) through minutes before the scheduled time of the commencement
VC / OAVM, without the physical presence of the Members of the Meeting by following the procedure mentioned in
at a common venue. In compliance with the provisions of the Notice. The facility of participation at the AGM through
the Act, Securities and Exchange Board of India (Listing VC/OAVM will be made available for 1000 members on
Obligations and Disclosure Requirements) Regulations, first come first served basis. This will not include large
2015 (“Listing Regulations”) and MCA Circulars, the 26th Members (Members holding 2% or more shareholding),
AGM of the Company is being held through VC / OAVM. Promoters, Institutional Investors, Chairperson, Directors,
Hence, Members can attend and participate in the 26th Key Managerial Personnel, the Chairperson of the Audit
AGM through VC/OAVM. Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee, Auditors etc.
3.  ursuant to the above referred MCA Circulars, the facility
P who are allowed to attend the AGM without restriction on
to appoint proxy to attend and cast vote for the members account of first come first served basis.
is not available for this AGM.
9. The attendance of the Members attending the AGM through
However, the Body Corporates are entitled to appoint VC/OAVM will be counted for the purpose of reckoning the
authorised representatives to attend the AGM through quorum under Section 103 of the Companies Act, 2013.
VC/OAVM and cast their votes through e-voting.
10. 
Pursuant to the provisions of Section 108 of the
4. In compliance with the MCA Circulars and SEBI Circular, Companies Act, 2013 read with Rule 20 of the Companies
Notice of the AGM along with the Annual Report 2021- (Management and Administration) Rules, 2014 (as
22 is being sent through electronic mode only to those amended) and Regulation 44 of SEBI (Listing Obligations &
Members whose e-mail address is registered with Disclosure Requirements) Regulations 2015 (as amended)
the Company’s Registrar and Share Transfer Agent / and the SEBI Circulars and MCA Circulars, the Company
Depository Participants as on Friday, 10th June, 2022. is providing facility of remote e-Voting and e-Voting at

3
 the AGM to its Members in respect of the business to be also during the AGM. Members seeking to inspect such
transacted at the AGM. For this purpose, the Company documents can send an email at investor@sonacomstar.
has entered into an agreement with National Securities com.
Depository Limited (NSDL) for facilitating voting through
electronic means, as the authorized agency. The facility of 15. The final dividend for the year ended 31st March, 2022
casting votes by a member using remote e-Voting system as recommended by the Board, if approved at the AGM,
as well as e-voting on the date of the AGM will be provided will be paid to those members whose names will appear
by NSDL. in the Company’s Register of Members /List of Beneficial
Owner as on Thursday, 30th June, 2022.
11. For receiving all the communication(including Annual
Report) from the Company electronically, Members are Members are requested to update/register Electronic
requested to register/update their email address. Bank Mandate for the purpose of receiving the dividends
directly in their bank account(s)on payout date.
Manner of registering / updating email addresses:
A) For members holding shares in physical mode: Manner of registering / updating Electronic
Members holding shares in physical mode who Bank Mandate:
have not registered/ updated their email addresses A) For members holding shares in physical
with the Company, are requested to register/ mode :
update the same by providing the signed Form ISR- Members holding shares in physical mode who have
1 to Company’s RTA. Members can also write to not updated their mandate for receiving the dividends
the Company/RTA at [email protected] / directly in their bank account(s)on payout date
[email protected] respectively along with the through Electronic Clearning Services or any other
copy of signed Form ISR-1 mentioning all the details means (“Electronic Bank Mandate”), can register
including Folio Number, name and address of the their Electronic Bank Mandate to receive dividends
Member, Permanent Account Number (“PAN”), Email directly into their Bank Account electronically, by
address, Mobile Number etc. sending the signed Form ISR-1 to Company/RTA
along with the following details/document by email
B) For members holding shares in dematerialised to [email protected]/einward.ris@kfintech.
mode: Members holding shares in dematerialised com respectively;
mode are requested to register/ update their email
addresses/Electronic Bank Mandate by contacting i) Name and branch of Bank in which dividend is
their respective Depository Participants. to be received and bank account type;

ii) Bank Account Number allotted by your Bank

12. Since the AGM will be held through VC/ OAVM, the route
after implementation of core banking solutions;
map of the venue of the Meeting is not annexed hereto.
iii) 11 digit IFSC Code; and
13. The Members, whose names appear in the Register of
iv) Self attested scanned copy of cancelled cheque
Members / list of Beneficial Owners as on the record date
bearing the name of the members or the first
(cut-off date) i.e., Thursday, 7th July, 2022, are entitled to
holder, in case shares are held jointly.
vote on the Resolutions set forth in this Notice. A person
who is not a Member as on the cut-off date should treat
B) For members holding shares in
this Notice of AGM for information purpose only. Once the
dematerialised mode:
vote on a resolution is casted by a Member, the Member
Members holding shares in dematerialised mode
shall not be allowed to change it subsequently. Further,
are requested to register/ update Electronic Bank
the Members who have casted their vote through remote
Mandate by contacting their respective Depository
e-voting shall not be allowed to vote again at the Meeting.
Participants.

14. The Register of Directors and Key Managerial Personnel

16. Members holding shares in dematerialised form may
and their shareholding maintained under Section 170 of
please note that bank details as furnished by the respective
the Companies Act, 2013, the Register of Contracts or
depositories will be used for the purpose of distribution
arrangements in which the directors are interested under
of dividend to members. For members who have not
Section 189 of the Companies Act, 2013, Annual Report
updated their bank account details, dividend warrants /
along with the AGM Notice and all other documents as
demand drafts / cheques will be sent out to their registered
referred in the Notice and explanatory statement, including
addresses. To avoid delay in receiving dividend, members
certificate from the Secretarial Auditors of the Company
are requested to update their KYC with their depositories
under Regulation 13 of SEBI (Share Based Employee
(where shares are held in dematerialised mode) and with
Benefits and Sweat Equity) Regulations, 2021 will be
the Company’s Registrar and Transfer Agent (“RTA”)
available electronically for inspection without any fee by
(where shares are held in physical mode) by providing the
the members from the date of circulation of this Notice
signed Form ISR-1 which is available on the website of the
up to the date of AGM, i.e. Thursday, 14th July, 2022 and

4
 NOTICE

Company at https://sonacomstar.com/investor-relations. a) At twice the rate specified in the relevant provision of the
The Company or the Share Transfer Agent will not act on IT Act; or
any direct request from such members for change/deletion
b) At twice the rate or rates in force; or
in bank details.
c) At the rate of 5%
17. SEBI has recently mandated furnishing of PAN, KYC details
(i.e., Postal Address with Pin Code, email address, mobile The term ‘Specified Person’, as defined in Section 206AB
number, bank account details) and nomination details by of the IT Act means a person who has not filed the return of
holders of securities. Effective from 1st January 2022, any income for both of the two assessment years relevant to the
service requests or complaints received from the member, two previous years immediately prior to the previous year in
will not be processed by RTA till the aforesaid details/ which tax is required to be deducted for which the time limit of
documents are provided to RTA. On or after 1st April 2023, filing the return of income under sub-section (1) of Section 139
in case any of the above cited documents/ details are has expired; and the aggregate of the tax deducted at source
not available in the Folio(s), RTA shall be constrained to and the tax collected at source in his/her case is INR 50,000
freeze such Folio(s). Relevant details and forms prescribed or more in each of these two previous years.
by SEBI in this regard are available on the website of the
Company at https://sonacomstar.com/investor-relations. Further, TDS is required to be deducted at the rate prescribed
in the lower tax withholding certificate issued under Section
COMMUNICATION ON TAX DEDUCTION AT SOURCE 197 of the IT Act, if such valid certificate is provided.
(TDS) ON DIVIDEND DISTRIBUTION
Shareholders may note that pursuant to changes in the Income However, no TDS shall be deducted on the dividend payable to:
Tax Act, 1961 (“IT Act”), as amended by the Finance Act, 2020,
dividend Income is taxable in the hands of shareholders and A) Individual shareholders, if:-
the Company is required to deduct Tax at Source (TDS) at the • the amount of such dividend or as the case may be, the
time of making the payment or distribution of dividend to the amounts of such dividend distributed or paid or likely to
shareholders at the prescribed rates. Tax shall be deducted at be distributed or paid during the financial year does not
source @ 10 % for resident shareholders with valid Permanent exceed INR 5,000/-, or
Account Number (“PAN”); or @ 20% for resident shareholders
without PAN or invalid PAN (as per Sec. 206AA of IT Act). Further, • their income is below the taxable limit and declaration
the TDS rate of 10% is subject to provisions of Section 206AB is received from such shareholders in Form 15G (for
of the IT Act (effective from 1st July, 2021) which introduces individual resident, who is of the age of below 60 years,
special provisions for TDS in respect of non-filers of income- click here for Form 15G https://sonacomstar.com/investor/
tax return. As provided in Section 206AB of the IT Act, tax is corporate-announcements) or in Form 15H (for individual
required to be deducted, at the higher of the following rates, resident, who is of the age of 60 years or more, click here
in case of payments to the ‘specified person’. for Form 15H https://sonacomstar.com/investor/corporate-
announcements).

B) Insurance Companies (viz. LIC, GIC etc.), Mutual Funds and Alternative Investment Funds (incorporated
in India), where the following documents, complete in all respects, are received from them:
Category of shareholder Exemption applicability/Documentation requirement
Mutual Funds 1.   A self-declaration that they are governed by the provisions of Section 10(23D) of the Income-tax Act, 1961;
2.   Self-attested copy of SEBI registration certificate; and
3.   Self-attested copy of PAN.
Insurance Companies 1. A self-declaration that they are covered by the second proviso to Section 194 of the Income-tax Act, 1961 and
has full beneficial interest with respect to the shares owned by it;
2. Self-attested copy of IRDA registration certificate; and
3. Self-attested copy of PAN.
Category I and ll 1. A self-declaration that the income of the AIF is exempt under Section 10(23FBA) of the Income-tax Act, 1961 and
Alternative Investment that they are governed as Category I or Category II AIF under the SEBI regulations; 
Fund (“AIF”)
2. Self-attested copy of SEBI registration certificate; and
3. Self-attested copy of PAN.
Other non-individual 1. A self-declaration that dividend receivable by them is exempt from tax under Section 196 or other relevant
resident shareholder provisions of the Income-tax Act, 1961; and
2. Self-attested copies of documents in support of the claim.

5
In case of non- resident shareholder, taxes shall be withheld Kindly note that the Company is not obligated to apply
as per section 195 and section 196D of the IT Act, at the rates, beneficial DTAA rates at the time of tax deduction / withholding
as applicable. As per the relevant provisions of the IT Act, the on dividend amounts. Application of beneficial rate as per
withholding tax shall be at the rate of 20% (plus applicable DTAA for the purpose of withholding taxes shall depend upon
surcharge and cess) on the amount of dividend payable to them. completeness and satisfactory review by the Company of the
In case, non-resident shareholders provide a certificate issued documents submitted by the non-resident shareholder.
under Section 197/195 of the IT Act, for lower/ Nil withholding of
taxes, rate specified in the said certificate shall be considered, Note: The non-resident who does not have the permanent
on submission of self-attested copy of the same. establishment is excluded from the scope of a “Specified
Person definition” as provided under section 206AB of the
Further, as per Section 90 of the IT Act, the non-resident IT Act.
shareholder has the option to be governed by the provisions
of the Double Tax Avoidance Treaty (“DTAA”) between India The Tax Exemption Forms from resident shareholders and
and the country of tax residence of the shareholder, if they are Forms & Documents from non-resident shareholders for availing
more beneficial to them. For this purpose, to avail Tax Treaty the benefit of Tax Treaty Rate, as stated above, to be uploaded
benefits, the non-resident shareholders are required to provide on the link http://ris.kfintech.com/form15/forms.aspx?q=0 on or
the following: before Thursday, 30th June, 2022.

a) Self-attested copy of the PAN card allotted by the Indian Kindly note that no communication/documents on the tax
Income Tax authorities. In case, PAN is not available, the determination/ deduction shall be considered post 11:59 PM
non-resident shareholder shall furnish (a) name; (b) email (IST) of Thursday, 30th June, 2022.
id; (c) contact number; (d) address in residency country;
and (f) Tax Identification Number of the residency country In case tax on dividend is deducted at a higher rate in the
(for format click here https://sonacomstar.com/investor/ absence of receipt of the aforementioned details/ documents,
corporate-announcements). shareholder would still have an option of claiming refund of the
excess tax deducted at the time of filing their income tax return
b) Self-attested copy of Tax Residency Certificate (“TRC”) by consulting their tax advisors.
(for the period April 2022 to March 2023) obtained from
the tax authorities of the country of which the shareholder No claim shall lie against the Company for such taxes
is a resident. deducted.

c) Self-declaration in Form 10F (for format click here https:// Credit of TDS will be available for verification in Form 26AS to
sonacomstar.com/investor/corporate-announcements). those shareholders who have registered valid PAN as above,
which can be downloaded from their e-filing account at https://
d) 
Self-declaration by shareholder of meeting treaty incometaxindiaefiling.gov.in. The TDS Certificate, if applicable,
eligibility requirement and satisfying beneficial ownership will be e-mailed to your registered e-mail address in due course
requirement (for the period April 2021 to March 2022) of time, post payment of the aforesaid dividend.”
(for format click here https://sonacomstar.com/investor/
corporate-announcements). Further, in the event of any income tax demand (including
interest, penalty, etc.) arising from any misrepresentation,
e) In case of Foreign Institutional Investors and Foreign inaccuracy or omission of information provided / to be provided
Portfolio Investors, copy of SEBI registration certificate. by the Shareholder(s), such Shareholder(s) will be responsible
to indemnify the Company and also, provide the Company with
f) In case of shareholder being tax resident of a foreign all information / documents and co-operation in any appellate
country or specified territory where the Double Taxation proceedings.
Avoidance Agreement (“DTAA”) between India and that
foreign country or specified territory, as the case may be, THE INSTRUCTIONS FOR MEMBERS FOR REMOTE
prescribes additional conditions (for example Article 24 E-VOTING/ E-VOTING AND JOINING GENERAL
of the India-Singapore Tax Treaty) for the shareholder to MEETING ARE AS UNDER:-
avail any beneficial tax treatment, please furnish relevant The remote e-voting period begins on Monday, 11th July, 2022
evidences demonstrating eligibility to avail such beneficial at 9:00 A.M. and ends on Wednesday, 13th July, 2022 at 5:00
tax treatment (for example letter issued by the competent P.M. The remote e-voting module shall be disabled by NSDL for
authority or any other evidences demonstrating the non- voting thereafter. The Members, whose names appear in the
applicability of Article 24 - Limitation of Relief under India- Register of Members / Beneficial Owners as on the cut-off date
Singapore DTAA). It is recommended that shareholder i.e. Thursday, 7th July, 2022, may cast their vote electronically.
should independently satisfy its eligibility to claim DTAA The voting right of members shall be in proportion to their share
benefit including meeting of all conditions laid down by in the paid-up equity share capital of the Company as on the
the relevant DTAA. cut-off date, being Thursday, 7th July, 2022.

6
 NOTICE

Vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual members holding securities in demat
mode
In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual members
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order
to access e-Voting facility.

Login method for Individual members holding securities in demat mode is given below:
Type of members Login Method
Individual Members 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a
holding securities in Personal Computer/Laptop or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon
demat mode with NSDL. under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see e-Voting services under Value added services.
Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.
com/ either on a Personal Computer/Laptop or on a mobile. Once the home page of e-Voting system is launched,
click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You
will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
4. Members/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code
mentioned below for seamless voting experience.

Individual Members 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will
holding securities in be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi /
demat mode with CDSL Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links
of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/
Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from
a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered
Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for
the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Members You can also login using the login credentials of your demat account through your Depository Participant registered
(holding securities in with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting
demat mode) login option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see
through their depository e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
participants website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the
meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.

7
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Members holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by
sending a request at [email protected] or call at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Members holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by
sending a request at [email protected] or contact at 022-
23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for members

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer/Laptop or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on
the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting
and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12************** then your user
ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the
company
For example if folio number is 001*** and EVEN is 101456 then
user ID is 101456001***

5. Password details for members other than The password to open the .pdf file is your 8-digit
Individual members are given below: client ID for NSDL account, last 8 digits of client
a) If you are already registered for e-Voting, then you ID for CDSL account or folio number for shares
can use your existing password to login and cast your held in physical form. The pdf file contains your
vote. ‘User ID’ and your ‘initial password’.

b) If you are using NSDL e-Voting system for the first (ii) If your email ID is not registered, please follow
time, you will need to retrieve the ‘initial password’ steps mentioned below in process for those
which was communicated to you. Once you retrieve members whose email ids are not registered.
your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change 6. If you are unable to retrieve or have not
your password. received the “Initial password” or have
forgotten your password:
c) How to retrieve your ‘initial password’? a) Click on “Forgot User Details/Password?”(If you are
holding shares in your demat account with NSDL or
(i) If your email ID is registered in your demat CDSL) option available on www.evoting.nsdl.com.
account or with the company, your ‘initial
password’ is communicated to you on your b) Physical User Reset Password?” (If you are holding
email ID. Trace the email sent to you from NSDL shares in physical mode) option available on www.
from your mailbox. Open the email and open evoting.nsdl.com.
the attachment i.e. a .pdf file. Open the .pdf file.

8
 NOTICE

c) If you are still unable to get the password by aforesaid marked to [email protected]. Institutional shareholders
two options, you can send a request at evoting@nsdl. (i.e. other than individuals, HUF, NRI etc.) can also upload
co.in mentioning your demat account number/folio their Board Resolution / Power of Attorney / Authority
number, your PAN, your name and your registered Letter etc. by clicking on “Upload Board Resolution /
address etc. Authority Letter” displayed under “e-Voting” tab in their
login.
d) Members can also use the OTP (One Time Password)
based login for casting the votes on the e-Voting 2. It is strongly recommended not to share your password
system of NSDL. with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will
7. After entering your password, tick on Agree to “Terms be disabled upon five unsuccessful attempts to key in the
and Conditions” by selecting on the check box. correct password. In such an event, you will need to go
through the “Forgot User Details/Password?” or “Physical
8. Now, you will have to click on “Login” button. User Reset Password?” option available on www.evoting.
nsdl.com to reset the password.
9. After you click on the “Login” button, Home page of
e-Voting will open. 3. In case of any queries, you may refer the Frequently Asked
Questions (FAQs) for Members and e-voting user manual
Step 2: Cast your vote electronically and join General for Members available at the download section of www.
Meeting on NSDL e-Voting system. evoting.nsdl.com or call on toll free no.: 1800 1020 990
and 1800 22 44 30 or send a request to Ms. Soni Singh,
How to cast your vote electronically and join General Meeting Assistant Manager at NSDL at [email protected]
on NSDL e-Voting system?
Process for those members whose email ids are not registered
1. After successful login at Step 1, you will be able to see all with the depositories for procuring user id and password and
the companies “EVEN” in which you are holding shares registration of e mail ids for e-voting for the resolutions set
and whose voting cycle and General Meeting is in active out in this notice:
status.
1. In case shares are held in physical mode please provide
2. Select “EVEN” of company for which you wish to cast Folio No., Name of shareholder, scanned copy of the share
your vote during the remote e-Voting period and casting certificate (front and back), PAN (self-attested scanned
your vote during the General Meeting. For joining virtual copy of PAN card), AADHAR (self-attested scanned copy
meeting, you need to click on “VC/OAVM” link placed of Aadhar Card) by email to [email protected].
under “Join General Meeting”.
2. In case shares are held in demat mode, please provide
3. Now you are ready for e-Voting as the Voting page opens. DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated Account
4. Cast your vote by selecting appropriate options i.e. assent statement, PAN (self-attested scanned copy of PAN card),
or dissent, verify/modify the number of shares for which AADHAR (self-attested scanned copy of Aadhar Card)
you wish to cast your vote and click on “Submit” and also to [email protected]. If you are an Individual
“Confirm” when prompted. members holding securities in demat mode, you are
requested to refer to the login method explained at step
5. Upon confirmation, the message “Vote cast successfully” 1 (A) i.e. Login method for e-Voting and joining virtual
will be displayed. meeting for Individual members holding securities in
demat mode.
6. You can also take the printout of the votes cast by you by
clicking on the print option on the confirmation page. 3. Alternatively shareholder/members may send a request
to [email protected] for procuring user id and password
7. Once you confirm your vote on the resolution, you will not for e-voting by providing above mentioned documents.
be allowed to modify your vote.
4. In terms of SEBI circular dated 9 th December, 2020 on
General Guidelines for members: e-Voting facility provided by Listed Companies, Individual
1. Institutional shareholders (i.e. other than individuals, members holding securities in demat mode are allowed
HUF, NRI etc.) are required to send scanned copy (PDF/ to vote through their demat account maintained with
JPG Format) of the relevant Board Resolution/ Authority Depositories and Depository Participants. Members are
letter etc. with attested specimen signature of the duly required to update their mobile number and email ID
authorized signatory(ies) who are authorized to vote, to the correctly in their demat account in order to access e-Voting
Scrutinizer by e-mail to [email protected] with a copy facility.

9
THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING note that the members who do not have the User ID and
ON THE DAY OF THE AGM ARE AS UNDER:- Password for e-Voting or have forgotten the User ID and
1. The procedure for e-Voting on the day of the AGM is same Password may retrieve the same by following the remote
as the instructions mentioned above for remote e-voting. e-Voting instructions mentioned in the notice to avoid last
minute rush.
2. Only those Members/ members, who will be present in the
AGM through VC/OAVM facility and have not casted their 2. Members are encouraged to join the Meeting through
vote on the Resolutions through remote e-Voting and are Laptops for better experience.
otherwise not barred from doing so, shall be eligible to
vote through e-Voting system in the AGM. 3. Further Members will be required to allow Camera and use
Internet with a good speed to avoid any disturbance during the
3. Members who have voted through Remote e-Voting will meeting.
be eligible to attend the AGM. However, they will not be
eligible to vote at the AGM. 4. Please note that Participants Connecting from Mobile
Devices or Tablets or through Laptop connecting via
4. The details of the person who may be contacted for any Mobile Hotspot may experience Audio/Video loss due
grievances connected with the facility for e-Voting on the to fluctuation in their respective network. It is therefore
day of the AGM shall be the same person mentioned for recommended to use Stable Wi-Fi or LAN Connection to
Remote e-voting. mitigate any kind of aforesaid glitches.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING 5. Members who would like to express their views/ask
THE AGM THROUGH VC/OAVM ARE AS UNDER: questions during the meeting may register themselves
1. Member will be provided with a facility to attend the as a speaker by sending their request mentioning their
AGM through VC/OAVM through the NSDL e-Voting name, demat account number/folio number, email id,
system. Members may access by following the steps mobile number at [email protected] atleast 48
mentioned above for Access to NSDL e-Voting system. hours before the date of AGM.. Those members who have
After successful login, you can see link of “VC/OAVM registered themselves as a speaker will only be allowed
link” placed under “Join General meeting” menu against to express their views/ask questions during the meeting.
company name. You are requested to click on VC/OAVM
link placed under Join General Meeting menu. The link for 6. The Company reserves the right to restrict the number
VC/OAVM will be available in Shareholder/Member login of questions and number of speakers, as appropriate for
where the EVEN of Company will be displayed. Please smooth conduct of the AGM.

10
 NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 4. ITEM NO. 5.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Based on the recommendation of Nomination and Remuneration
Registration No. 001076N/ N500013), (hereinafter referred to Committee and Board of Directors, the members of the Company
as Walker Chandiok) were appointed as statutory auditors of in its meeting held on 5th July, 2019 has appointed Mr. Sunjay
the Company at the 21st AGM held on 28th September, 2017 Kapur as Non-Executive Director and Chairperson of the
to hold office from the conclusion of the said meeting till the Company.
conclusion of the 26th AGM to be held in the year 2022. In
terms of the provisions of Section 139 of the Companies Further, the members of the Company in its meeting held on 22nd
Act, 2013, the Companies (Audit and Auditors) Rules, 2014, February, 2021, based on the recommendation of Nomination and
and other applicable provisions, if any, the Company can Remuneration Committee and Board of Directors, has approved
appoint or reappoint an audit firm as statutory auditors for not variation in the terms of appointment of Mr. Sunjay Kapur as Non-
more than two (2) terms of five (5) consecutive years. Walker Executive Director and Chairperson of the Company.
Chandiok is eligible for reappointment for a further period of
five years. Considering the evaluation of the past performance, Mr. Sunjay Kapur is a qualified professional with over two
experience and expertise of Walker Chandiok and based on decades of experience in the automotive industry. Mr. Kapur
the recommendation of the Audit Committee, the Board of graduated with a bachelor’s degree in Business Administration
Directors, at its meeting held on 9th June, 2022, approved the from the University of Buckingham and completed his post-
reappointment of Walker Chandiok as the statutory auditors of graduation in Owner President Management program from
the Company to hold office for a second term of five consecutive Harvard Business School. He is the elected President of the
years from the conclusion of the ensuing AGM until the Automotive Component Manufacturers Association of India. He
conclusion of the 31st AGM of the Company. The reappointment is also a member of the National Council of Confederation of
is subject to approval of the shareholders of the Company. Indian Industry. He is the Co-Chairperson of CII Manufacturing
Council and has been past Chairperson of CII Haryana State
The proposed remuneration to be paid to Walker Chandiok for Council. He is a member of the Board of Governors at The
audit services for the Financial Year ending 31st March, 2023, Doon School, Dehradun, and Chairperson of the school’s
is INR 11,200,000 (Rupees Eleven Million and Two Hundred sports committee. He has also held the prestigious position of
Thousand) plus applicable taxes and out-of-pocket expenses. Global Chairperson of the Entrepreneurs’ Organization in 2007-
2008. With over two decades of experience in the automotive
The Board of Directors, on the recommendation of the Audit industry, he serves as an Independent Director on the board
Committee, are authorised to approve and/or revise the of other listed company. He had earlier been the Managing
remuneration of the statutory auditors, from time to time. Director of Sona Koyo Steering Systems Limited (now JTEKT
India Limited).
The Board of Directors, in consultation with the Audit Committee,
may alter and vary the terms and conditions of appointment, Mr. Sunjay Kapur is a doyen of the auto industry. Prior to his
including remuneration, in such manner and to such extent as appointment as Non-Executive Director, Mr. Kapur was the
may be mutually agreed with the statutory auditors. Managing Director of the Company since 2015 and has been
continuously associated with the Company since August
Brief profile of M/s. Walker Chandiok & Co. LLP 2006. In his previous role as Managing Director, Mr. Kapur
was responsible for management of the whole of affairs of the
M/s. Walker Chandiok & Co LLP is an Indian global firm, Company.
established in the year 1935. The head office of the Firm is
at L-41, Connaught Circus, Outer Circle, New Delhi - 110001, Considering his rich experience and expertise in the automotive
Delhi, India. It has over 85 years of experience in India providing industry and his contribution in the growth of the Company,
audit, tax and advisory Services. The firm is also acting as the Board had appointed him as Chairman and Non-Executive
statutory auditors of many listed entities in India. Director on 5th July 2019. Mr. Kapur’s responsibilities include
the following:
None of the Directors and Key Managerial Personnel of the
Company and their respective relatives are concerned or i. engage with the customers (along with the other Key
interested, financially or otherwise, in passing the proposed Managerial Persons and relevant employees of the
Resolution. Company);

The Board recommends the resolution set forth in item no. 4 for ii. represent himself, the Company and its Subsidiaries in
the approval of members as an Ordinary Resolution. industry associations, forums,

11
iii. conferences and other business events; remuneration for the Financial Year ending on 31st March,
2023 in terms of Listing Regulations. The shareholders of
iv. contribute and participate in the strategic planning for the the Company had approved the payment of remuneration to
Company and its Subsidiaries; Mr. Kapur for the Financial Year 2021-22 by way of special
resolution in the 25th Annual General Meeting held on 9 th
v. introduce new customers to the Company; and September, 2021.

vi. introduce new technology partners to the Company. It may be brought to the attention of the members that the
remuneration payable to Mr. Kapur for the Financial Year 2022-
The terms and conditions in connection with the appointment 2023 alongwith the remuneration/ compensation payable to
and remuneration of Mr. Sunjay Kapur, shall remain the same the other Non-Executive Directors of the Company will be
as approved by the members of the Company in its meeting within the limit of 3% of net profit of the Company, as calculated
held on 5th July, 2019 and 22nd February, 2021. There is no in accordance with section 198 of the Act, approved by the
increment proposed in the remuneration of Mr. Sunjay Kapur, members in the AGM held on 9 th September, 2021, with a
and his remuneration remains the same since July 2019. The maximum cap of INR 70,000,000 (Indian Rupees Seventy
Company had also disclosed the particulars in relation to the million) for each financial year.
remuneration of Mr. Kapur as Chairman and Non-Executive
Director of the Company, on page no. 218 of the Red Herring Except Mr. Sunjay Kapur, Non-Executive Director and
Prospectus filed on June 7, 2021 as part of its listing process. Chairperson of the Company, none of the Directors of the
Company or their relatives, is in any way concerned or interested
It may be pointed out that as per 2019 India Spencer Stuart in the resolution as set out in item no. 5 of the Notice.
Board Index Report published in October 2020 (https://www.
spencerstuart.com/research-and-insight/india-board-index), The Board of Directors recommends the resolution as Set out
the average remuneration for Indian board chairs was INR 57.1 in the Item No. 5 of the Notice for the approval of the members
million in 2019. The percentage of chairs receiving remuneration as a Special Resolution.
of more than INR 150 million was 13.3% in 2019. This indicates
that the remuneration payable to Mr. Kapur for Financial Year ITEM NO. 6 & 7.
2022-23 is as per industry standards and justified given his The members of the Company in their Extra Ordinary General
experience, expertise and responsibilities. Meeting held on 5th July, 2019 appointed Mr. Vivek Vikram
Singh as the Managing Director and Group CEO of the Company
The Board also considers the annual remuneration of INR 24 for a period of 3 (three) years effective from 5th July, 2019 to
million payable for Financial Year 2022-2023 to Mr. Kapur as 4th July, 2022.
Chairman & Non-Executive Director of the Company to be
commensurate with the contribution made by him and expected Mr. Vivek Vikram Singh is associated with the group since last
from him given his long association with the Company and his 7 years and is responsible for implementing strategic decisions
stature and profile in the auto industry. This is also keeping in for growth (both organic and inorganic), internal performance
view his enlarged role which has included orderly transition monitoring across safety, quality, delivery and other operational
in a company of this size and complexity while also being a metrics, management of financial stakeholders (investors,
mentor to the executive management. Mr. Kapur has been lenders and other financial partners), performance assessment
and is instrumental in shaping and steering the long-term of individual business units and their leaders, for the Company
strategy of the group. The role of Mr. Kapur as Chairman & Non- and its subsidiaries. He has over 17 years of experience,
Executive Director and Mr. Vivek Vikram Singh as Managing including seven years of experience in the automotive industry.
Director & Group Chief Executive Officer (CEO) has been clearly He is also responsible for overseeing the production of auto
demarcated based on their respective profiles and experience components and systems platform in electric vehicles and
in the Company and the industry. hybrids, capital allocation decisions, shareholder management
at our Company. He was recognised as one of the India’s 40
In accordance with Regulation 17(6)(ca) of the SEBI (Listing under forty hottest business leaders by the Economic Times
Obligations and Disclosure Requirements) Regulations, 2015 in 2018. In April 2022, Mr. Singh has been awarded as the EY
read with the provisions of Sections 197, 198 and other Entrepreneurial CEO of the Year 2021.
applicable provisions of the Companies Act, 2013 (“Act”), the
Company is required to obtain approval of the shareholders Based on the strong performance of the Company and increase
by passing of a special resolution every year for payment of in shareholders’ value, under the leadership of Mr. Singh
remuneration to Non-Executive Director exceeding fifty percent and other key factors as elaborated below, the Nomination
of the total annual remuneration payable to all Non-Executive and Remuneration Committee considered it appropriate to
Directors of the Company. recommend to the Board reappointment of Mr. Vivek Vikram
Singh as the Managing Director and Group CEO of the Company,
Since the payment of remuneration to Mr. Sunjay Kapur is likely for a period of 5 (five) years commencing on 5th July, 2022 till
to exceed such above referred limit of fifty percent , approval 4th July, 2027 (“Term”) on the terms and conditions, including
of the members is sought for payment above mentioned

12
 NOTICE

the remuneration payable to Mr. Singh as contained in this d. Mr. Singh also kept the Company’s focus on product
explanatory statement. innovation and devised a technology roadmap for
the future of mobility. Following this roadmap, In the
The Nomination and Remuneration Committee considered the last three years under his leadership, the Company
following key factors while making its recommendations to the introduced 11 new products and created new
Board: revenue streams.

1. Under Vivek’s leadership, the growth of the Company has 3. Mr. Singh led the efforts to the successful Initial Public
accelerated, and it achieved impressive growth in both Offering (“IPO”) of the Company with an issue size of INR
revenues and profits. The revenues grew to INR 21,306 55,500 million in June 2021. It was India’s largest IPO in the
million in the Financial Year 2022 from INR 6,992 million in automotive component industry. Currently, the Company
the Financial Year 2019, at a CAGR of 45%, and the profits is amongst the publicly listed Top-5 auto component
(PAT) grew to INR 3,615 million in Financial Year 2022 from manufacturers in India by market capitalization.
INR 1,001 million in the Financial Year 2019, at a CAGR of
53%. 4. Even after the IPO, the Company’s share price performance
was exceptional under his leadership. Since listing in June
2. This remarkable growth was delivered under the new 2021, the Company’s share price increased by 62% (as of
strategy, envisaged and led by Mr. Singh, based on June 8, 2022), outperforming the Sensex, Nifty 50, and
four strategic priorities – Electrification, Global Market Nifty Auto by a significant margin, which increased by only
Significance, Diversification, and Technology. He has led 4%, 3%, and 6% respectively during this period.
the Company to achieve outstanding results in each of
these areas described below: Accordingly, the Board of Directors of the Company in its
meeting held on 9th June, 2022, based on the recommendation
a. Revenue from the battery electric vehicle (BEV) of the Nomination and Remuneration Committee, re-appointed
segment grew ~29 times to INR 5,042 million in the Mr. Vivek Vikram Singh as Managing Director and Group CEO
Financial Fiscal 2022 from INR 174 million in the of the Company for a period of 5 (Five) years effective from 5th
Financial Year 2019. As a percent of revenue, BEV 5th July, 2022 to 4th July, 2027, at the remuneration approved
share reached 25% in Fiscal 2022 from merely 1% by the Board as given below. Mr. Singh will be liable to retire
in the Financial Year 2019. The Company acquired by rotation. The aforesaid re-appointment and terms thereof is
its first major EV customer in the Financial Year subject to approval of the members and such other approvals,
2020, and by the end of the Financial Year 2022, as may be required, under applicable laws.
the Company has won 30 EV programs across 19
customers. Mr. Singh, is re-appointed on the same remuneration as was
approved by the Board in its meeting held on 27th October
b. The global market share of the Company in its legacy 2021, based on the recommendation of the Nomination and
products increased significantly. For differential Remuneration Committee of the Board during the annual
gears, it reached 6.3% in the calendar year 2021 appraisal cycle-2021.
from 4.5% in the calendar year 2019, and for starter
motors, it nearly doubled to 4.6% from 2.5% during Brief resume of Mr. Vivek Vikram Singh, along with disclosures
the same period. Focus on business development required under the Listing Regulations and Secretarial Standard
also increased significantly under his leadership. The – 2 on General Meeting issued by the Institute of Company
Company has a net orderbook of INR 186 billion by Secretaries of India and Regulation 36 of the SEBI (Listing
the end of the Financial Year 2022. At ~9 times the Obligation and Disclosure Requirements) Regulations, 2015,
revenues for the Financial Year 2022, it indicates a is given in the Annexure accompanying this Notice. Mr. Vivek
strong future growth potential for the Company. Vikram Singh is not debarred from appointment pursuant to
any order of SEBI or any other authority.
c. The revenue mix across geographies and products
has become more balanced in the Financial Year The terms and conditions of re-appointment and the break-up
2022, as compared to the Financial Year 2019. of remuneration of Mr. Vivek Vikram Singh as Managing Director
Mr. Singh also led the Company to enter into a new & Group CEO are given below:
vehicle segment – electric two-wheelers and three-
wheelers. With more focus on electrification, the 1. Remuneration:
dependence on Internal Combustion Engine (ICE) Mr. Vivek Vikram Singh, Managing Director and Group
vehicles reduced to 18% in the Financial Year 2022 CEO shall by way of salary, allowances, perquisites and
from 40% in the Financial Year 2019. commission, be entitled for the following remuneration:

13
 a. Salary: CEO of the Company shall also be entitled to such
Basic Pay of INR 287,996 (Rupees Two Hundred variable pay as may be decided by the Nomination
Eighty Seven Thousand Nine Hundred and Ninety and Remuneration Committee/ Board of Directors of
Six Only) per month. the Company, from time to time.

b. HRA and other allowance: The variable pay is linked to KPIs defined at the
i) House Rent Allowance of INR 143,998 (Rupees beginning of the year along with targets which
One Hundred and Forty Three Thousand Nine include, but are not limited to, people metrics on
Hundred and Ninety Eight Only) per month. safety, leadership and culture, lead performance
indicators like new order intake, new EV programs
ii) Flexi Pay of INR 1,241,251 (Rupees One Million by value, new product development, progress on
Two Hundred and Forty One Thousand Two defined technology roadmap; as well as lag indicators
Hundred and Fifty One Only) per month. linked to annual business plan like EBIT, net profit,
product quality, customer satisfaction, etc.
iii) Composite Allowance of INR 881 (Rupees Eight
Hundred Eighty One Only) per month. e. ESOP
Perquisites arising on ESOPs, as mentioned below,
c. Perquisites will also form part of the remuneration of Mr. Vivek
i) In addition to above remuneration Mr. Vivek Vikram Singh.
Vikram Singh, Managing Director & Group
CEO of the Company shall also be entitled Mr. Singh was granted total 662,088 Options
to perquisites like vehicle (fuel, service, exercisable into 662,088 Equity Shares under the
repair & maintenance, monthly toll charges) Scheme known as ‘Sona BLW Precision Forgings
reimbursement, driver salary reimbursement, Limited- Employee Stock Option Plan 2020 (“ESOP
business promotion, internet/broadband bills Plan-2020”). The Options vested/to be vested over a
and also repair and services bills, newspaper, period of 3 (three) years i.e. first vesting on October 1,
magazine etc., soft furnishings, meal coupon 2021, second vesting on 1st October, 2022 and third
and leave travel concessions for self and family. vesting on 1st October, 2023.
The value of these perquisites shall be restricted
to an amount equivalent to INR 148,500 (Rupees 
On 1st October, 2021, 220,696 Options were vested
One Hundred Forty Eight Thousand and Five and exercised by Mr. Singh. Now, 220,696 Options
Hundred Only) per month. each will be vested in the remaining two tranches in
the calendar year 2022 and 2023.
ii) Provision for use of chauffeur driven Company
car for official duties / Car Allowance as per It is clarified that the current remuneration of Mr. Singh
Company’s Policy. is within the maximum permissible remuneration
as per Section 197 read with Schedule V of the
iii) Provision of telephone / mobile (including Companies Act, 2013. However, the remuneration
payment for local calls and long-distance official (including perquisite(s) arising as a result of allotment
calls) as per Company’s Policy. of shares pursuant to exercise of Options granted
under ESOP, 2020) payable to Mr. Vivek Vikram Singh
iv) Company’s contribution to Provident Fund and (DIN: 07698495) may exceed the limits permissible
National Pension System (if applicable). under section 197 read with Schedule V of the
Companies Act, 2013, for each of the Financial Year.
v) Gratuity not exceeding half month’s salary for
each completed year of service. It may also be brought to the attention of the
members of the Company that in the AGM held on
vi) Encashment of leave as per Company’s policy. 9 th September, 2021, the members has approved
the payment of remuneration (including perquisite(s)
In the absence or inadequacy of profits in any financial arising as a result of exercise of Options granted
year during the currency of the tenure of Mr. Vivek under ESOP-2020) payable to Mr. Vivek Vikram
Vikram Singh, as Managing Director & Group CEO of Singh (DIN: 07698495) which may exceed the limits
the Company, the above remuneration shall be the permissible under section 197 read with Schedule
minimum remuneration payable to Mr. Vivek Vikram V of the Companies Act, 2013.
Singh.
There is no other proposal to grant any additional
d. Variable Options to Mr. Singh under ESOP- 2020.
In addition to the above salary and perquisites,
Mr. Vivek Vikram Singh, Managing Director & Group

14
 NOTICE

2. The appointment is w.e.f. 5th July, 2022 which may be 6. He shall be a part of Company’s directors’ and officers’
terminated by either party giving the other party three liability insurance policy.
months’ notice or salary in lieu thereof, as the case may be,
as mutually agreed between the Company and Mr. Singh The Board of Directors accordingly recommends the resolutions
as set out in the Item No. 6 & 7, of the Notice for the approval
3. The Managing Director and Group CEO shall also be of the members as an Ordinary Resolution and Special
entitled to annual increments as may be decided by the Resolution respectively.
Board, from time to time, based on the recommendation
of the Nomination and Remuneration Committee. Except Mr. Vivek Vikram Singh, Managing Director and Group
CEO of the Company, none of the Directors of the Company
4. The terms and conditions of the said appointment and/or or their relatives, is in any way concerned or interested in the
Agreement(s) may be altered and varied from time to time resolution as set out in item no. 6 & 7 of the Notice.
by the Board as it may, in its discretion, deem fit.

5. The Managing Director and Group CEO shall be liable to

retire by rotation.

Information as per Schedule V of the Companies Act, 2013 are as below:

S.No. General Information
1. Nature of the Industry Auto components manufacturing industry
2. Commencement of Commercial Production The Company commenced its commercial production since 1998
3. In case of new companies, expected date of Not applicable
commencement of activities as per project
approved by Financial Institutions appearing in
the prospectus
4. Financial Performance The financial performance of the Company (audited) for Financial Year 2021-22:
Particulars INR (in million)
Total Revenue 19,900.46
PBT 4,167.71
PAT 3,535.38
5. Foreign investment or collaboration, if any The Company has foreign investments.
6. Background Details Mr. Singh is the Managing Director and Group Chief Executive Officer of the Company.
He holds a bachelor’s degree in technology (computer science and engineering) from
HBTI, Kanpur and a post graduate diploma in management from the Indian Institute of
Management, Ahmedabad. He has over 17 years of experience, including seven years of
experience in the automotive industry.

Mr. Singh joined the Company on 1st July, 2016. He was appointed as the Managing
Director and Group Chief Executive Officer on the Board with effect from 5th July, 2019.

Previously, Mr. Singh was the advisory leader for the industrials and auto sectors for
Grant Thornton India. He has a decade’s experience in business advisory services with
exposure to several advisory areas spanning transactions as well as strategy related
advisory services. His primary work areas were working with private sector clients
to assist them with strategy formulation/implementation, due diligence and synergy
evaluation for private equity transactions, performance improvement and architecture,
and business planning.
7. Past Remuneration: INR 145.26 million (including perquisites value arising as a result of exercise of Options
under ESOP Scheme-2020)
8. Recognition or awards a. Economic Times Award for under 40 Hottest Business Leaders of Indian award.
b. EY Entrepreneurial CEO of the Year 2021.
9. Job profile and his suitability Mr. Vivek Vikram Singh is associated with the group since last 7 years and is responsible
for implementing strategic decisions for growth (both organic and inorganic), internal
performance monitoring across safety, quality, delivery and other operational metrics,
management of financial stakeholders (investors, lenders and other financial partners),
performance assessment of individual business units and their leaders, for the Company
and its subsidiaries. He is also responsible for overseeing the production of auto
components and systems platform in electric vehicles and hybrids, capital allocation
decisions, external shareholder management at the Company.
10. Remuneration Proposed As mentioned above
11. Comparative remuneration profile with respect Mr. Singh is being re-appointed on the same remuneration. The remuneration of Mr.
to industry, size of the Company, profile of the Vivek Vikram Singh, Managing Director and Group CEO is in line with the remuneration
position and person in similar sized industries in same segment of business. The aforesaid remuneration
may be considered as appropriate, having regard to factors such as past experience,
position held, criticality to his role in the Company, his contribution as Managing Director
and Group CEO to the growth of the Company, its business and its profitability and value
creation for the shareholders.

15
S.No. General Information
12. Pecuniary relationship directly or indirectly Except to the extent of his employment with the Company, Mr. Vivek Vikram Singh does
with the Company or relationship with the not have any pecuniary relationship, directly or indirectly, with the Company.
managerial personnel, if any
Other Information
1. Reasons of loss or inadequate profits: The current remuneration of Mr. Singh is within the maximum permissible remuneration
as per Schedule V of the Companies Act, 2013. However, the remuneration (including
perquisite(s) arising as a result of allotment of shares pursuant to exercise of Options
granted under ESOP, 2020) payable to Mr. Vivek Vikram Singh (DIN: 07698495) may
exceed the limits permissible under section 197 read with Schedule V of the Companies
Act, 2013, for each of the Financial Year.
2. Steps taken or proposed to be taken for The Company keeps on exploring new strategic and operational measures in its normal
improvement course of business to increase its profitability.
3. Expected increase in productivity and profits in It is difficult to forecast the productivity and profitability in measurable terms. However,
measurable terms the Company expects that productivity and profitability may improve and would be
comparable with the industry average.

As per Rule 14 of the Companies (Audit and Auditors) Rules,

ITEM NO. 8.
2014 (including any statutory modification(s) or re-enactment(s)
Pursuant to the merger of Comstar Automotive Technologies
thereof, for the time being in force), the remuneration payable
Private Limited with the Company, the Company is required
to the Cost Auditors is required to be ratified by the members
to conduct Cost Audit of the cost records of the Company in
of the Company.
relation to some of its product for the Financial Year 2022-
2023 as per the provisions of Section 148 Companies Act,
Accordingly, consent of the members is sought for passing an
2013 (“Act”) and the Companies (Audit and Auditors) Rules,
Ordinary Resolution as set out at item no. 8 of the Notice for
2014. Accordingly, the Company is required to appoint a Cost
ratification of the remuneration payable to the Cost Auditors
Auditor, who is practicing Cost Accountants in accordance with
for the Financial Year 2022-23.
the provisions of Section 148 of the Act read with Companies
(Cost Records and Audit) Rules, 2014.
None of the Directors and Key Managerial Personnel of the
Company including their relatives are, in any way, concerned
The Board of Directors in its meeting held on 5 May, 2022,th
or interested, financially or otherwise, in this resolution.
based on the recommendation of the Audit Committee, has
approved the appointment of M/s. Jayaram & Associates, Cost
The Board recommends the resolution as set out in item no.
Accountants, (Firm Registration No.: 101077), as Cost Auditors
8 of the Notice for the approval of the members as Ordinary
to conduct the audit of the cost records of the Company for the
Resolution.
Financial Year 2022-23 at a remuneration of INR 200,000 (Indian
Rupees Two Hundred Thousand Only) plus applicable taxes
thereon besides reimbursement of out-of-pocket expenses on
actuals incurred in connection therewith, payable to the Cost
Auditor for Financial Year 2022-23.

DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING APPOINTMENT / RE-APPOINTMENT

AT THE MEETING AS PER SECRETARIAL STANDARD-2 ON GENERAL MEETING AND REGULATION
36(3) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
Name Mr. Vivek Vikram Singh Mr. Amit Dixit Sunjay Kapur
Director Identification 07698495 01798942 00145529
Number (DIN)
Date of Birth and Age 24.07.1979 (42 years) 26.01.1973 (49 years) 15.10.1971 (50 years)
Date of appointment 05.07.2019 05.07.2019 05.07.2019
Qualification Bachelor’s in Technology (computer Bachelor’s degree of technology in civil Mr. Sunjay Kapur is a qualified professional
science and engineering) from HBTI, engineering from the Indian Institute of with over two decades of experience in the
Kanpur and a post graduate diploma in Technology, Mumbai, (where he was automotive industry. Mr. Kapur graduated with
management from the Indian Institute awarded the institute silver medal), a bachelor’s degree in Business Administration
of Management, Ahmedabad a master’s degree in science in civil from the University of Buckingham and
engineering from the Leland Stanford completed his post-graduation in Owner
Junior University and a master’s degree President Management program from Harvard
in business administration from Harvard Business School
University.

16
 NOTICE

Name Mr. Vivek Vikram Singh Mr. Amit Dixit Sunjay Kapur
Brief resume/Experience He has over 17 years of experience, Mr. Amit Dixit is Head of Asia for He has over two decades of experience in the
(including expertise in including seven years of experience Blackstone Private Equity. He has automotive industry and holds membership in
specific functional area) in the automotive industry. He is inter led various investments in South various autonomous bodies. He is the elected
alia responsible for overseeing the Asia and global technology-enabled President of the Automotive Component
production of auto components and services. Previously, Mr. Dixit was Manufacturers Association of India. He is
systems platform in electric vehicles a Principal at Warburg Pincus and also a member of the National Council of
and hybrids, capital started his career at Trilogy Software. Confederation of Indian Industry. He is the
allocation decisions, external Mr. Dixit has established the first Co-Chairperson of CII Manufacturing Council
shareholder management at our Chair exclusively for women faculty and has been past Chairperson of CII Haryana
Company. pursuing research in science and State Council. He is a member of the Board of
technology at IIT Mumbai. Mr. Dixit was Governors at The Doon School, Dehradun, and
previously a Director of Intelenet Global Chairperson of the school’s sports committee.
Services, Trans Maldivian Airways, He has also held the prestigious position of
Jagran Media, Igarashi Motors India, Global Chairperson of the Entrepreneurs’
S.H. Kelkar Fragrances and Emcure Organization in 2007-2008
Pharmaceuticals. He was appointed as
a Nominee Director on our Board with
effect from 5th July, 2019.
Terms and Conditions As mentioned in Item No. 6 & 7 of the He was appointed as Non-Executive He was appointed as Non-Executive
of Appointment / Re- Explanatory Statement annexed to this and Nominee Director of Singapore VII Chairperson and Nominee Director
appointment Notice Topco Pvt. Ltd
Remuneration last drawn INR 145.26 million (including NA INR 24.00 million
(including sitting fees, if any) perquisites value arised as a result
of exercise of ESOP under ESOP
Scheme-2020
Remuneration proposed to As mentioned in the Item No. 6&7 of NA As per existing terms and conditions
be paid the Explanatory statement annexed to
this Notice
Shareholding in the Nil Nil He is the Significant Beneficial Owner as per
Company (including the Companies Act, 2013 and indirectly hold
shareholding as a beneficial 33.06% shares of the Company through Sona
owner in the Company as on Autocomp Holding Private Limited
March 31, 2022).
Relationship with other None as per the definition of Relatives None as per the definition of None as per the definition of Relatives specified
Directors/ Key Managerial specified in the Companies Act, 2013 Relatives specified in the Companies in the Companies Act, 2013 and Listing
Personnel/ Managers and Listing Regulations Act, 2013 and Listing Regulations Regulations
Number of meetings of the As mentioned in the Corporate As mentioned in the Corporate As mentioned in the Corporate Governance
Board attended during the Governance Report Governance Report Report
year
Directorship of other Boards Interplex Holdings Pte. Ltd. 1. Mphasis Limited 1. Sona Autocomp Holding Private Limited
as on 31st March, 2022 2. EPL Limited
3. Aadhar Housing Finance Limited 2. Sona Management Services Limited
4. Blackstone Advisors India Private 3. Raghuvanshi Investment Private Limited
Limited
5. PGP Glass Private Limited 4. BRS Finance and Investment Company
Private Limited
6 Aakash Educational 5. Azarias Advance Systems Private Limited
Services Limited
7. ASK Investment Managers Limited 6. Automotive Component Manufacturers
Association of India
8. IBS Software Pte. Ltd. 7.   Indian Public Schools Society
9. a. TU TopCo Inc.; 8.   Jindal Steel & Power Limited
b. TU MidCo Inc.;
c. TU BidCo Inc.
*Membership / Sona BLW Precision Forgings Limited Mphasis Ltd -
Chairmanship of a. Stakeholder’s Relationship a. Audit Committee
Committees of the other Committee
Boards as on March 31, IBS Software Pte Limited
2022 a. Audit & Risk Management
Committee
Listed entities from which None a. Jagran Prakashan Limited None
the person has resigned in b. S H Kelkar And Company Limited
the past three years
*For the purpose of considering the Committee membership and chairpersonship of a Director, membership and chairpersonship of Audit Committee
and Stakeholders Relationship Committee of public companies have been considered, including the membership/chairpersonship in Sona BLW
Precision Forgings Limited.

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
17