Disa India Ltd. — AGM Information 2021

Jul 21, 2021

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Ref: DIL/SEC/2021-22/18 Date: July 21, 2021

The Listing Manager BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

Telephone no: +91 22 2272 1233/1234 Fax no: +91 22 2272 1919

BSE Scrip Code: 500068 Name of the Company: Disa India limited

Dear Sir,

SUB: Notice of 36[th] Annual General Meeting, E-voting and Book Closure

Please find attached Notice of 36[th] Annual General Meeting (AGM) of the Company. This Notice has already been placed on our website https://www.disagroup.com/en-in/investor-relations/financialreports. The Company has dispatched the Annual Report along with Notice of AGM by electronic mode on July 19, 2021 to all the members whose e-mail IDs are registered with the RTA/Depository Participant(s). In view of COVID-19 pandemic, SEBI Circular No. 79 dated May 12, 2020 and 11 dated January 15, 2021 have dispensed with the requirement of dispatching physical copies of Annual Report in respect of AGMs held during the calendar year 2021.

In terms of Regulation 30 of the SEBI (LODR) Regulations, 2015, we enclose herewith, a copy each of the newspaper clippings of the public notice published in the following newspapers:

• Financial Express all editions (21[st] July)

• Vishwavani, Bangalore edition (21[st] July)

Kindly take this notice as compliance with the SEBI (LODR) Regulations, 2015.

Thanking you,

Yours sincerely,

For Disa India Limited

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G Prasanna Bairy Company Secretary & Compliance Officer

Encl: As above.

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Annual 2020-21 DISA India Limited Report

Norican Group Shaping Industry

NOTICE

NOTICE is hereby given that the Thirty Sixth (36th) Annual General Meeting of DISA India Limited will be held on Thursday, the 12th day of August, 2021 at 11.00 AM IST through Video Conferencing (VC) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (including the consolidated financial statements) of the Company for the year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon.

2. To declare Dividend of Rs. 10/- (100%) per Equity Share of Rs. 10/- each for the financial year ended March 31, 2021.

3. To appoint a Director in place of Ms. Ulla Hartvig Plathe Tønnesen (DIN: 08507796), who retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

1. To ratify the remuneration of Cost Auditors.

To consider, and if thought fit, to pass, 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 read with the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or reenactment(s) thereof], Messrs. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Reg. No.000065), appointed as Cost Auditors of the Company for conducting the cost audit of the accounts and records for the financial year ended March 31, 2021 with a remuneration of Rs.1,65,000/(Rupees One Lakh Sixty Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses, at actuals, as approved by the Board of Directors, be and is hereby ratified.”

1. To appoint Mr. Bhagya Chandra Rao (DIN: 00211127) as a Director and as an Independent Director of the Company.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Articles of Association of the Company and the provisions of Section 161 of the Companies Act, 2013, Mr. Bhagya Chandra Rao (DIN-00211127), who was appointed as an Additional Director of the Company by the Board of Directors and who holds the office up to the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149,150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (‘Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any statutory modification(s) or reenactment(s) thereof for the time being in force] and as per

recommendation of the Nomination and Remuneration Committee and the Board, Mr. Bhagya Chandra Rao (DIN00211127), who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act, and is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company at the remuneration as per the Company’s policy to hold office for a term of five consecutive years from January 28, 2021 up to and including January 27, 2026 and that his office shall not be liable for retirement by rotation.”

1. To appoint Mr. Michael Declan Guerin (DIN: 0009055549) as a Director of the Company.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Articles of Association of the Company, provisions of Sections 160, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof], Mr. Michael Declan Guerin (DIN: 0009055549), who, based on the recommendation of Nomination and Remuneration Committee was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on February 11, 2021 and whose term of office expires at this Annual General Meeting, be and is hereby appointed as a Director of the Company and that his office shall be liable to determination by retirement by rotation.”

1. To pay remuneration exceeding fifty percent (50%) of the total remuneration payable to all Non-Executive Directors to Ms. Deepa Hingorani (DIN: 00206310).

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

“RESOLVED THAT pursuant to Regulation 17 (6) (a) and (ca) and other applicable Regulation(s), if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions(s), if any, of the Companies Act, 2013 and Rules made thereunder, payment of remuneration to Ms. Deepa Hingorani (DIN: 00206310), Independent NonExecutive Director, exceeding fifty percent (50%) of the total annual remuneration payable to all Non-Executive Directors for the Financial Year 2020-21 be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do such acts, deeds and things as may be necessary to give effect to this Resolution.”

By Order of the Board of Directors For DISA India Limited G Prasanna Bairy Date : May 20, 2021 Company Secretary Place : Bengaluru Membership No.: ACS 35584

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NOTES:

1. In view of disruptions caused by COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 (collectively “MCA Circulars”), permitted companies to conduct Annual General Meeting (AGM) through video conferencing or other audio visual means (VC) till December 31, 2020, subject to compliance with various conditions mentioned therein. Similarly, SEBI vide Circular No. 79 dated May 12, 2020 granted certain relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till December 31, 2020. Further, MCA vide General Circular No. 02/2021 dated January 13, 2021 extended the option to conduct the AGM through VC till December 31, 2021. Similarly, SEBI vide Circular No. 11 dated January 15, 2021 extended the relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till December 31, 2021. In compliance with the MCA Circulars, SEBI Circulars and applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 36th AGM of your Company is being convened and conducted through VC.

2. The Company has facilitated the members to participate in the 36th AGM through VC facility provided by Central Depository Services Limited (CDSL). The instructions for participation by members are given in the subsequent paragraphs. Participation in AGM through VC shall be allowed on a first-come-first-served basis.

3. As per MCA Circulars, members attending the 36th AGM through VC will be reckoned for the purpose of quorum as per Section 103 of the Companies Act, 2013.

4. For exercising the votes by the members by electronic means, the Company has provided the facility of remote e-voting as well as e-voting during the AGM. The procedure for using the remote e-voting facility as well as e-voting during the AGM is given in the subsequent paragraphs.

5. Members joining the AGM through VC shall be permitted to exercise their right to vote using the e-voting facility at the AGM, provided they have not cast their votes using remote e-voting facility. The members who have already cast their votes prior to AGM using the remote e-voting facility may also join the AGM though VC; but shall not be entitled to cast their votes again at the AGM.

6. As per the Companies Act, 2013, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company. Since 36th AGM is being held through VC as per MCA Circulars and SEBI Circulars, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the 36th AGM and hence the Proxy Form and Attendance Slip are not annexed to this notice. Similarly, as this AGM is being held through VC, the route map is not annexed to this notice.

7. Corporate members may authorize their representatives for casting the votes using remote e-voting facility or for participation and voting in the AGM using VC. Institutional Investors are encouraged to attend and vote at the AGM through VC.

8. In line with MCA Circulars and SEBI Circulars, the Annual Report for the financial year 2020-21 along with Notice of 36th AGM of the Company inter-alia indicating the process and manner of e-voting are being sent only by electronic mode to those members whose email IDs are registered with the Company/Depository Participant(s) for communication.

Members may note that the aforesaid documents may also be downloaded from the Company’s website under the Investor Relations Section at https://www.disagroup.com/en-in or from the website of BSE Limited at www.bseindia.com.

In line with MCA Circulars, the Company has enabled a process for the limited purpose of receiving the AGM Notice and Annual Report (including remote e-voting instructions) electronically. Members may temporarily update their email address by accessing the link https://www.disagroup.com/ en-in/investor-relations/disa-india-financial-reports.

1. The Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the directors are interested, maintained as per the Companies Act, 2013 will be available for electronic inspection by the members during the AGM. All the documents referred to in the Notice will also be available for electronic inspection by the members without any fee from the date of circulation of this notice up to the date of AGM i.e., August 12, 2021. Members seeking to inspect such documents may send an email to investor.relations@noricangroup.com.

2. Members seeking clarifications on the Annual Report are requested to send an email to investor.relations@noricangroup.com on or before August 5, 2021. This would enable the Company to compile the information and provide replies at the meeting.

3. The Register of Members and the Share Transfer books of the Company will remain closed from August 5, 2021 to August 12, 2021 (both days inclusive).

4. Subject to the provisions of Section 123 of the Companies Act, 2013, Dividend as recommended by the Board of Directors, if declared, at the AGM, will be disbursed on or before September 11, 2021 to those members whose name appear in the Register of Members (in respect of shares held in physical form) or in the records of Depositories as Beneficial Owners of Shares (in respect of shares in dematerialized form) as on August 4, 2021 (Record date).

5. Dividend will be paid electronically through various online transfer modes to those members who have updated their bank accounts. For members who are yet to update their bank account details, dividend warrants/demand drafts will be sent to their registered addresses through post.

6. Pursuant to the changes introduced by the Finance Act 2020 w.e.f. April 1, 2020, Dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of

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the shareholders. The Company shall therefore be required to deduct tax at source, as applicable, at the time of making the payment of the said Dividend.

The rate at which the Dividend may be subject to withholding tax would vary depending on the residential status of the shareholder and the documents submitted by them and accepted by the Company. Accordingly, the above referred Final Dividend will be paid after deducting the tax at source as follows:

Resident Shareholder

It may be noted that tax would not be deducted at source on payment of dividend to resident Individual shareholder, if total dividend amount to be paid in a financial year does not exceed Rs. 5,000.

Tax to be deducted at source for FY 2021-22, wherever applicable, would be as under:

Particulars	Applicable Rate	Documents required (if any)
Shareholders having the PAN	10% NIL	Update the PAN, and the residential status as per Income Tax Act, 1961 if not already done, with the depositories (in case of shares held in demat mode) and with the Company's Registrar and Transfer Agent (in case of shares held inphysical mode).
		Form 15G (applicable to any person other than a Company or a Firm)/ Form 15H (applicable to an Individual above the age of 60 years), provided that all the required eligibility conditions are met, and a copy of PAN is furnished.
Shareholders not having PAN/ Invalid PAN	20%	-
Shareholders submitting the Order under Section 197 of the Income Tax Act, 1961 (Act)	Rate provided in the Order	Lower/NIL withholding tax certificate obtained from tax authority along with a copy of PAN.
Shareholders (e.g. LIC, GIC) for whom Section 194 of the Act is not applicable	NIL	Declaration that it has full beneficial interest with respect to the shares owned by it along with PAN.
Shareholders, being Alternative Investment Funds (AIFs)	NIL	A declaration that the AIFs are registered under SEBI as per SEBI Regulations.
Shareholders covered under Section 196 of the Act (e.g. Mutual Funds, Govt.)	NIL	Certificate of registration u/s 10(23D) issued by the appropriate authority along with PAN, documentary evidence that the person is covered under said Section 196 of the Act.

Resident individual shareholders are requested to ensure that Aadhar Number is linked with PAN within the prescribed timelines. In case of failure to link, PAN shall be considered as inoperative/invalid and hence, tax at 20% shall be deducted in such cases.

TDS to be deducted at higher rate in case of non-filers of Return of Income:

The Finance Act, 2021, has inter-alia inserted the provisions of Section 206AB of the Act with effect from July 1, 2021. The provisions of said section require the Company to deduct tax at higher of the following rates from amount paid/ credited to 'specified person':

• i. At twice the rate specified in the relevant provision of the Income Tax Act; or

• ii. At twice the rate(s) in force; or

• iii. At the rate of 5%.

The 'specified person' means a person who has:

• a) not filed return of income for both of the two assessment years relevant to the two previous years immediately prior to the previous year in which tax is required to be deducted, for which the time limit

of filing return of income under sub-section (1) of section 139 has expired; and

• b) subjected to tax deduction/collection at source in aggregate amounting to Rs. 50,000 or more in each of such two immediate previous years.

In case Government provides any guidelines to comply with the provisions of section 206AB, your Company will deduct tax in accordance with said guidelines. Tax deducted in accordance with said guidelines will be final and your Company shall not refund/adjust said amount subsequently. Your Company might also seek necessary declarations from you to comply with the provisions of this section. The nonresident who does not have a permanent establishment is excluded from the scope of a specified person.

Non - Resident Shareholders

As per Section 90 of the Income Tax Act, the nonresident shareholder has the option of being governed by the provisions of the Double Tax Avoidance Treaty between India and the country of tax residence of the shareholder, if they are more beneficial to them. Please refer to the below table for details of documents to avail Tax Treaty benefits.

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Particulars	Applicable Rate	Documents required (if any)
Shareholders, being Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)	20% (plus applicable surcharge and cess) as per Section 196D of Income Tax Act, 1961 OR Tax Treaty Rate (whichever is lower)	a) Self-attested copy of the Permanent Account Number (PAN Card) allotted by the Indian Income Tax authorities. b) Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the shareholder is resident, valid for FY 21-22. c) Self-declaration in Form 10F. d) Self-declaration by the non-resident shareholder of having no Permanent Establishment in India in accordance with the applicable Tax Treaty. e) Self-declaration of Beneficial ownership by the non-resident shareholder.
Other Non-resident shareholders	20% (plus applicable surcharge and cess) OR Tax Treaty Rate (whichever is lower)	a) Self-attested copy of the Permanent Account Number (PAN Card) allotted by the Indian Income Tax authorities. b) Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the shareholder is resident, valid for FY 21-22. c) Self-declaration in Form 10F. d) Self-declaration by the non-resident shareholder of having no Permanent Establishment in India in accordance with the applicable Tax Treaty. e) Self-declaration of Beneficial ownership by the non-resident shareholder.
Shareholders submitting the Order under Section 197 of the Income Tax Act	Rate provided in the Order	Lower/NIL withholding tax certificate obtained from tax authority.

Soft copies of Form 15G, Form 15H, Form 10F and Format for self-declaration of beneficial ownership may be downloaded from the link https://www.integratedindia.in/ ExemptionFormSubmission.aspx.

The aforesaid documents, as applicable, should be mailed to investor.relations@noricangroup.com on or before August 5, 2021, 11.59 PM (IST), to enable the Company to determine the appropriate TDS/withholding tax rate applicable.

No communication on the tax determination/deduction received post August 5, 2021 shall be considered for payment of Dividend.

If the tax on said Dividend is deducted at a higher rate due to non-receipt of or satisfactory completeness of the aforementioned details/documents by August 5, 2021, the shareholder may claim an appropriate refund in the return of income filed with their respective tax authorities.

No claim shall lie against the Company for such taxes deducted.

The Company will arrange to send a copy of the TDS certificate to shareholders in due course, post payment of the said Dividend. Shareholders will also be able to view electronic credit of TDS in Form 26AS, which can be downloaded from the website of Income Tax Department.

1. As per Section 124 of the Companies Act, 2013, the amount of Dividend remaining unpaid or unclaimed within 30 days

from the date of declaration shall be transferred to ‘unpaid dividend account’ of the Company. Amount transferred to ‘unpaid dividend account’, which remains unpaid or unclaimed for a period of seven years from the date of transfer, is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Similarly, all the Shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the IEPF.

1. In line with the provisions of Section 124 of the Companies Act, 2013, members who have not so far encashed the Dividend warrant(s) for any of the Dividends declared earlier, are requested to make their claims to the Company immediately. Please note that in respect of unclaimed dividend amount and the shares transferred to IEPF, Shareholders may claim the Dividend and corresponding shares transferred to IEPF including all benefits accruing on such shares, if any, from IEPF authorities after following the procedure prescribed in the Companies Act, 2013 and Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

2. The Shares of the Company are compulsorily traded in dematerialized form as per the directions of the Stock Exchange. Accordingly, members who have not opted for dematerialization of shares are once again reminded to take steps to dematerialize their holdings. Further, the members

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• may note that as per SEBI(LODR) (Fourth Amendment) Regulations, 2018, with effect from April 1, 2019, except in case of transmission or transposition of securities, no transfer of securities shall be processed unless the securities are held in the dematerialized form. Accordingly, shareholders holding equity shares in physical form are urged to get their shares dematerialized so that they will be able to transfer them freely and participate in corporate actions.

• Members holding the shares in physical form are requested to communicate the changes, if any, in their addresses, bank account details and other necessary details to the Company’s Registrar and Share Transfer Agent, Integrated Registry Management Services Private Limited, 30, Ramana Residency, IV Cross, Sampige Road, Malleswaram, Bengaluru-560 003. Members holding the shares in dematerialized form are requested to communicate such changes to the concerned Depository Participant.

• Members who are yet to register their e-mail address/ Mobile No. are requested to register the same with the Depository through their Depository Participants in respect of shares held in dematerialized form. Members holding the shares in physical form may register their e-mail address/ Mobile No. by writing to the Company’s Registrar and Share Transfer Agent.

• Non-resident Indian shareholders are requested to immediately inform the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant, as the case may be, about the following matters: -

• (a) the change in residential status on return to India for permanent settlement, and

• (b) the particulars of the NRE account with a bank in India, if not furnished earlier.

• Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding Shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding Shares in physical form may submit their PAN details to the Company’s Registrar and Share Transfer Agents or the Company.

• Members holding shares in single name in physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13, as prescribed by the Government may be obtained from the Registrar and Share Transfer Agent or the Secretarial Department of the

Company at its registered office.

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the Meeting, is annexed hereto.

2. Procedure for e-voting and joining AGM through VC:

In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is providing the facility of remote e-voting to its Members in respect of the business to be transacted at the 36th AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-voting agency. The facility to cast the votes by the members using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

The voting period begins on August 7, 2021 (9.00 AM IST) and ends on August 11, 2021 (5.00 PM IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (Record date) of August 4, 2021 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

To increase the efficiency of the e-voting process, SEBI, vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, intended to enable e-voting to all the demat account holders by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders should be permitted to cast their votes without having to register again with the e-voting service providers, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

As required by this Circular, Individual shareholders holding securities in demat mode are allowed to vote through their demat accounts maintained with Depositories and Depository Participants. Hence, members are advised to update their mobile numbers and email Ids in their respective demat accounts to access e-voting facility.

The detailed e-voting procedure is as under:

• (a) Pursuant to abovesaid SEBI Circular, login procedure for e-voting and joining virtual meetings for Individual shareholders holding securities in demat mode is given below:

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	Shaping Industry
Shareholder Type	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting the vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there will be links provided to access the system of all e-voting service providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-voting service providers’ website directly. 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 may directly access e-voting page by providing demat Account Number and PAN No. from a e-voting link available on 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 able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting service providers.
Individual Shareholders holding securities in demat mode with NSDL	1) Users who have already registered for NSDL IDeAS facility, may visit the e-Services website of NSDL i.e., https://eservices.nsdl.com either on a Personal Computer or on a mobile. On clicking on the ‘Beneficial Owner’ icon under ‘Login’ under ‘IDeAS’ section, a new screen will open. After successful authentication using the User ID and Password, user will be able to see e-voting services. Click on ‘Access to e-Voting’ under e-voting services will lead to e-voting page. Click on company name or e-voting service provider name will redirect to e-voting service provider website for casting the vote during the remote e-voting period or joining virtual meeting & voting during the meeting. 2) If the user has 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) Alternatively, the user may visit the e-voting website of NSDL i.e., https://www.evoting.nsdl.com either on a Personal Computer 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 name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-Voting service provider name will redirect to e-voting service provider website 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 websites.

For any technical issues related to login through Depository i.e., CDSL and NSDL, individual shareholders holding securities in demat mode may access the helpdesk as under:

9 Login type Helpdesk details Individual Shareholders holding securities in demat mode withCDSL Individual Shareholders holding securities in demat mode withNSDL Members facing any technical issues in login may contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or call at 022- 23058738 and 022-23058542-43. Members facing any technical issues in login may contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30. ~~Notice~~	9 Login type Helpdesk details Individual Shareholders holding securities in demat mode withCDSL Individual Shareholders holding securities in demat mode withNSDL Members facing any technical issues in login may contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or call at 022- 23058738 and 022-23058542-43. Members facing any technical issues in login may contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30. ~~Notice~~	9 Login type Helpdesk details Individual Shareholders holding securities in demat mode withCDSL Individual Shareholders holding securities in demat mode withNSDL Members facing any technical issues in login may contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or call at 022- 23058738 and 022-23058542-43. Members facing any technical issues in login may contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30. ~~Notice~~
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• b) The instructions for remote e-voting for Members (other than individual shareholders holding shares in Demat form) & physical shareholders are as under:

• (i) The Members should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) Now Enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

• (iv) Next enter the Image Verification as displayed and Click on Login.

• (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• (vi) If you are a first-time user, follow the steps given below:

	For shareholders holding shares in demat Form (other than Individual shareholders) and in Physical Form
PAN	• Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).
	• Members who have not updated their PAN with the Company/Depository Participant are requested to use sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details or Date of Birth (DOB)	• Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iii) above.

• (c) After entering these details appropriately, click on “SUBMIT” tab.

• (d) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat account holders for voting for resolutions of any other company on which they are

eligible to vote, provided that company opts for e- voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (e) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.

• (f) Click on the EVSN relevant to ‘DISA India Limited’ on which you choose to vote.

• (g) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option “YES/ NO” is available for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (h) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (i) After selecting the resolution, if you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (j) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (k) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (l) If a demat account holder has forgotten the login password, then enter the User ID and the image verification code and click on ‘Forgot Password’ and enter the details as prompted by the system.

Instructions for Members attending the AGM through VC are as under:

• (i) Members will be provided with a facility to attend the AGM through VC through the CDSL e-voting system. Members may access the same at www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC will be available in shareholder/members login where the EVSN of Company will be displayed.

• (ii) The Members can join the AGM through VC mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The facility of participation at the AGM through VC will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc.

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who are allowed to attend the AGM without restriction on account of first come first served basis.

• (iii) System requirements for best VC experience:

Though any internet enabled device i.e., Laptop, Desktop, Smartphone or a Tablet may be used to join the meeting, members are encouraged to join the AGM through Laptop/Tablet for better experience. Laptop with at least Core2duo processor, 1GB RAM, good quality multimedia kit and latest version of Internet Browser are preferred. Members are requested to download the Cisco WebEx meeting tool in advance and enable the camera during the AGM.

Members connecting from Mobile Devices, Tablets or Laptop connected via Mobile Hotspot might experience Audio/Video loss due to fluctuations in their respective networks. To mitigate any such glitches, it is recommended to use stable Wi-Fi or LAN connection (without proxy & firewall) with a speed of 2 Mbps or more.

• (iv) Members who would like to ask questions or express their views at the AGM may register themselves as a speaker by sending a mail with their name, demat account number/folio number, email id, mobile number to investor.relations@noricangroup.com on or before August 5, 2021. The Company reserves the right to limit the number of members asking the questions depending on the time availability at the AGM.

• (v) Only those shareholders who have registered themselves as a speaker will be allowed to express their views/ask questions during the meeting.

Instructions for Members for e-voting during the AGM are as under:

• (i) The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

• (ii) Only those members, who are present in the AGM through VC facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

• (iii) If any votes are cast by the members through e-voting available during the AGM and if those members have not participated in the meeting through VC facility, then the votes cast by such members shall be considered invalid as the facility of e-voting during the meeting is available only to the members attending the meeting.

• (iv) Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote again at the AGM.

Note for Non – Individual Shareholders and Custodians:

• Non-Individual Shareholders (i.e. other than Individuals,

HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investor.relations@noricangroup.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Other instructions:

• (i) The voting rights of shareholders shall be in proportion to their Shares of the Paid-up Equity Share Capital of the Company as on the cut-off date of August 4, 2021.

• (ii) The Board of Directors has appointed Mr. Vijayakrishna K T (Membership No. FCS 1788) and failing him Mr. Parameshwar G Bhat (Membership No. FCS 8860), Practising Company Secretaries, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• (iii) The Scrutinizer will submit his report to the Chairman of the Company or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted through remote e-voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchange, CDSL and RTA and will also be displayed on the Company’s website, https://www.disagroup.com/en-in/investor-relations/ disa-india-ltd/notices.

Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the AGM Notice and holding shares as of the cut-off date i.e., August 4, 2021 may obtain the login ID and password by sending a request to

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helpdesk.evoting@cdslindia.com or by contacting the RTA, Integrated Registry Management Services Private Limited, 30, Ramana Residency, IV Cross, Sampige Road, Malleswaram, Bengaluru-560 003 [Telephone +91-8023460815-818, Fax: +91-80-23460819 and email id irg@integratedindia.in].

In case you have any queries or issues regarding e- voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 02223058542/43.

1. Brief resume and other information in respect of Director seeking re-appointment at the AGM as required under regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Agenda Item – 3

Appointment of Ms. Ulla Hartvig Plathe Tønnesen retiring by rotation:

Name: Ms. Ulla Hartvig Plathe Tønnesen (DIN: 08507796)

Age: 51 years

Qualification: MSC in Economics & Business Administration, Copenhagen Business School.

Expertise: Ms. Ulla Hartvig Plathe Tønnesen is the Senior Vice President of DISA Industries AS of Norican Group and has more than 22 years of work experience in the Group in the fields of Marketing, Manufacturing and Supply Chain, in senior management roles. She has extensive experience in the Moulding & Foundry segment of the industry.

Directorships in other Companies: NIL

Committee Memberships:

DISA India Limited:

DISA India Limited:
Name of the Committee	Position
Stakeholders’ Relationship Committee	Member
Corporate Social Responsibility Committee	Member

Shareholding: NIL

By Order of the Board of Directors For DISA India Limited G Prasanna Bairy Company Secretary Date : May 20, 2021 Membership No.: ACS 35584 Place : Bengaluru

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

Item No. 4 – To ratify the remuneration of Cost Auditors.

In terms of Section 148 of the Companies Act, 2013 (‘the Act’) and the Rules made thereunder, the Company is required to maintain Cost Audit records and to have the same audited by a Cost Auditor. Further, Rule 14 of the Companies (Audit and Auditors) Rules 2014, requires that the remuneration payable to the Cost Auditor shall be ratified by the Shareholders.

Based on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on June 3, 2020, had re-appointed Messrs. Rao, Murthy & Associates as Cost Auditors, for conducting the Cost Audit for the financial year 2020-21 on a remuneration of Rs. 1,65,000/- (Rupees One Lakh Sixty-Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses at actuals.

The Company has received a Certificate from the Cost Auditors confirming their independence and arm’s length relationship with the Company and their willingness to act as Cost Auditors of the Company. The Board recommends the proposed Resolution for approval by the Shareholders.

None of the Directors or Key Managerial Personnel is concerned or interested financially or otherwise in this Resolution.

Item No. 5 – To appoint Mr. Bhagya Chandra Rao (DIN: 00211127) as a Director and as an Independent Director of the Company.

Due to untimely and unfortunate demise of Mr. Sanjay Arte, Independent Director and Chairman of the Company on November 10, 2020, a vacancy was created in the office of Independent Director. To fill this vacancy, the Board, based on the recommendation of the Nomination and Remuneration Committee, at its meeting held on January 28, 2021, appointed Mr. Bhagya Chandra Rao as an Additional Director and Independent Director of the Company, subject to approval of the Shareholders.

Mr. Bhagya Chandra Rao is 65 years old, a Mechanical Engineer with four decades of work experience with several industries in large organizations like ABB, IFB Industries, Anand group, WIDIA, Sandvik Asia Ltd. etc. in various positions of business and functional leadership. He was the Managing Director of Kennametal India Limited (2012-20), Chairman, Widia India Tooling Private Limited (201820), President, Sandvik Asia Ltd, SMC Supply Chain and Rock Tools (2004-2012).

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Mr. Bhagya Chandra Rao is the Chairman of Nomination & Remuneration Committee, Audit Committee, Corporate Social Responsibility Committee and a member of Stakeholders’ Relationship Committee of the Company. He does not hold any shares in the Company and is not related to any other Directors of the Company.

Details of his directorships in other companies and other membership /chairmanship of committees (i.e., Audit Committee / Stakeholders’ Relationship Committee) are given below:

Directorships in Other Companies:

• Extrude Hone India Private Limited (Independent Director)

• Wendt India Limited (Independent Director)

Mr. Bhagya Chandra Rao is a member of Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee of Wendt India Limited.

In terms of Sections 149,150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Bhagya Chandra Rao, being eligible and offers himself for appointment as an Independent Director of the Company, for a term of five consecutive years from January 28, 2021 to January 27, 2026.

Mr. Bhagya Chandra Rao has furnished a declaration confirming that he satisfies the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and the Board noted the same. The Nomination and Remuneration Committee and the Board at their respective Meetings held on January 28, 2021, have recommended the appointment of Mr. Bhagya Chandra Rao as an Independent Director of the Company for the term of five years from January 28, 2021 to January 27, 2026. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. Bhagya Chandra Rao as an Independent Director. Accordingly, the Board recommends the appointment of Mr. Bhagya Chandra Rao as an Independent Director for a term of five consecutive years as above at the remuneration as per the Company’s Remuneration Policy. As per explanation to Section 152(6), office of Independent Directors shall not be liable for retirement by rotation.

Mr. Bhagya Chandra Rao, being an appointee, is concerned or interested in the Resolution set out at item no. 5 of the Notice. None of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the said Resolution.

Item No. 6 – To appoint Mr. Michael Declan Guerin (DIN: 0009055549) as a Director of the Company.

The Board, based on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Michael Declan Guerin as an Additional Director of the Company on February 11, 2021 and now it is proposed to appoint him as a Director of the Company.

Name: Mr. Michael Declan Guerin (DIN: 0009055549)

Age: 51 years

Qualification: Chartered Management Accountant (CMA) from CIMA, United Kingdom

Expertise: Mr. Michael Declan Guerin is the CFO of Norican Group and has more than 20 years of significant international experience across industrial goods. Before joining Norican Group, Mr. Declan has worked for Rolls-Royce Holdings plc as Group Chief Restructuring Officer and as CFO for the Marine sector.

Directorships in other Companies:

Directorships in other Companies:
Name of the Company	Position
WGH UK Limited	Director
Norican A/s	Director
WGH Hold Corp(BVI)	Director
Norican GroupApS	Director
WGH UK Holdings Limited	Director
Wheelabrator GroupLimited	Director
Wheelabrator Technologies (UK) Limited	Director
ROFFEY PARK INSTITUTE LIMITED, UK	Director
nAperte DAC, Rep. of Ireland	Director
Committee Memberships - DISA India Limited:
Name of the Committee	Position
Audit Committee	Member

Shareholding: NIL

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Your Board is of the opinion that the Company would be immensely benefited from the experience of Mr. Michael Declan Guerin and recommends the proposed Ordinary Resolution for approval by the Shareholders.

Mr. Michael Declan Guerin, being an appointee is concerned or interested in the Resolution set out at item no. 6 of the Notice. None of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the said resolution.

Item No. 7 - To pay remuneration exceeding fifty percent (50%) of the total remuneration payable to all Non-Executive Directors to Ms. Deepa Hingorani (DIN: 00206310).

As per Regulation 17 (6) (a) and (ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if the remuneration payable to single Non-Executive Director exceeds fifty percent (50%) of the total remuneration payable to all the Non-Executive Directors, the same shall require approval of Shareholders by way of a Special Resolution.

Mr. Sanjay Arte, Independent Director and Chairman of the Company passed away on November 10, 2020. As stated in agenda item no. 5, to fill this vacancy, on January 28, 2021, Mr. Bhagya Chandra Rao was appointed as an Independent Director of the Company, which is subject to approval of the shareholders.

Independent Directors are being paid pro-rata commission for their tenure with the Company. As there was a gap of 78 days between the expiry of Mr. Sanjay Arte and appointment of Mr. Bhagya Chandra Rao, during which no commission is payable, commission payable to Ms. Deepa Hingorani has exceeded fifty percent (50%) of the total remuneration payable to all Non-Executive Directors. Hence, the Board recommends the Resolution as set out in item no. 7 for the approval of the Members of the Company. Commission payable to Independent Directors for the Financial Year 2020-21 is as under:

Name of the Independent Directors	Commission in INR
Mr. Deepa Hingorani	4,00,000
Mr. SanjayArte	2,44,565
Mr. Bhagya Chandra Rao	70,000
Total	7,14,565

Ms. Deepa Hingorani is concerned or interested in the Resolution set out at item no. 7 of the Notice. None of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the said resolution.

By Order of the Board of Directors For DISA India Limited

Date : May 20, 2021 Place : Bengaluru

G Prasanna Bairy Company Secretary Membership No.: ACS 35584

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Financial Express dated July 21, 2021

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Vishwavani dated July 21, 2021

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