Delta Corp Limited — AGM Information 2020

Jul 21, 2020

21[st] July, 2020

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National Stock Exchange of India Ltd. BSE Ltd., Listing Department. Corporate Relation Department, Exchange Plaza, C-1, Block- G, Listing Department, Bandra Kurla Complex, Phiroze Jeejeebhoy Tower s , Bandra (East), Mumbai–400 0 5 1. Dalal Street, Mumbai – 40 0 001. Symbol: DELTACORP Scrip Code 532848

Dear Sir/Madam,

Sub: 1) Notice of Annual General Meeting of the Company for the Year Ended 31[st] March, 2020

2) Intimation of Book Closure

With regard to the captioned m a tter and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclos u re Requirements) Regulations, 2015, we are e n closing herewith a copy of Notice of 29[th] Annual General Meeting of the Company scheduled to be held o n Monday, 17[th] August, 2020 at 4.00 P.M (IST) through V ideo Conferencing (VC) / Other Audio Visual Me a ns (OAVM) for the year ended 31[st] March, 2020.

Pursuant to Regulation 42 of the Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements) Regul a tions, 2015, Register of Members and the Sha r e Transfer Books of the Company will remain closed dur i ng the period as mentioned below.

Scrip Code /Symbol	Book Closure date From Tuesday, 11th August, 2020 to Sunday, 16thAugust, 2020 (both days inclusive)	Purpose
532848/ DELTACORP		Annual General Meeting

You are requested to take the s a me on record.

Thanking You.

Yours Faithfully, For Delta Corp Limited

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Dilip Vaidya Company Secretary & GM - Secretarial FCS NO.7750

Encl- As above

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Notice

Notice is hereby given that the 29[th] Annual General Meeting (AGM) of Members of Delta Corp Limited (the ‘Company’) will be held on Monday, 17[th] August, 2020 at 4.00 p.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the following business:

1. Approval of related party transactions with Daman Hospitality Private Limited

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

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statement (including the Consolidated Financial Statement) for the financial year ended 31[st] March, 2020 together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a director in place of Mr. Ashish Kapadia (DIN: 02011632), who retires by rotation and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

1. To designate Mr. Chetan Desai (DIN: 03595319), Director of the Company, as Non-Executive Independent Director of the Company.

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

“RESOLVED THAT pursuant to recommendation of the Nomination, Remuneration and Compensation Committee and approval of the Board of Directors and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the approval of the members of the Company be and is hereby accorded to designate Mr. Chetan Desai (DIN: 03595319), Director, as NonExecutive Independent Director of the Company, who has submitted a declaration confirming the criteria of Independence under Section 149 (6) of the Act read with the Listing Regulations, as amended from time to time, whose term shall not be subject to retirement by rotation, to hold office for 1[st] term of five (5) consecutive years on the Board of the Company with effect from conclusion of ensuing Annual General Meeting. i.e 17[th] August, 2020 up to 16[th] August, 2025.”

“RESOLVED THAT in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 (“Act”) and Rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the consent of the members of the Company be and is hereby accorded to approve the following Material Related Party Transactions entered into/to be entered into by the Company with its Subsidiary i.e Daman Hospitality Private Limited (DHPL) as per the terms and conditions specified in the respective arrangements/contracts:

No. Nature of Transaction

• A Reimbursement of advertising expenses. B Inter Corporate Loan given/proposed to be given and Corporate Guarantee and/or Security given/proposed to be given by the Company to the Bank for the credit facility availed by DHPL from the bank.

• C Availing / Providing hotel room on rent for the purpose of business of the Company.

• D Revenue sharing arrangements for the premises situated in the resort known as The Deltin at Daman.

• E Sharing of Manpower and Resources. F Sale / Purchase of Property, Plant & equipment’s.

• G Sale / Purchase of Food & Beverage.

RESOLVED FURTHER THAT in this regard, the Board is hereby authorized to:

• negotiate, finalise, vary, amend, renew and revise the terms and conditions of the transaction(s), including prices/pricing formula and tenure;

• enter into, sign, execute, renew, modify and amend all agreements, documents, letters, undertaking thereof, from time to time, provided that such amendments etc. are on arms’ length basis.

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RESOLVED FURTHER THAT the Board of Directors of the Company, Mr. Hardik Dhebar, Chief Financial Officer and Mr. Dilip Vaidya, Company Secretary of the Company, be and are hereby jointly and / or severally authorized to do all such acts and deeds as may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”

NOTES:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated 13[th] April, 2020 issued by the Ministry of Corporate Affairs (MCA) followed by Circular No. 20/2020 dated 05[th] May, 2020, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

2. Pursuant to the Circular No. 14/2020 dated 08[th] April, 2020, issued by the MCA, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting. Corporate Members are required to send, (before e-voting/ attending AGM) a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the AGM, pursuant to section 113 of the Act on the e-mail id secretarial@deltin.com and akjaincs@gmail.com .

3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination, Remuneration and Compensation Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the MCA dated 08[th] April, 2020, 13[th] April, 2020 and 05[th] May, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting on the day of the AGM will be provided by NSDL.

6. In line with the MCA Circular No. 17/2020 dated 13[th] April, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.deltacorp.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated 08[th] April, 2020 and MCA Circular No. 17/2020 dated 13[th] April, 2020 and MCA Circular No. 20/2020 dated 05[th] May, 2020.

8. An Explanatory Statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM is annexed hereto.

9. In terms of Section 152 of the Act, Mr. Ashish Kapadia (DIN: 02011632), Director, shall retire by rotation at the ensuing AGM. Mr. Ashish Kapadia being eligible, offers himself for re-appointment.

The Board of Directors of the Company recommends re-appointment of Mr. Ashish Kapadia.

1. Details of Mr. Ashish Kapadia, Director, proposed to be appointed/re-appointed at the ensuing AGM, as required by Regulation 26 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards on General Meetings (SS – 2) are forming part of this Notice. Requisite declarations have been received from the Directors for their appointment/ re-appointment.

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1. The Register of Beneficial Owners, Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 11[th] August, 2020 to Sunday, 16[th] August, 2020 (both days inclusive), for the purpose of the AGM of the Company.

2. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under section 170 of the Act, Register of Contracts or Arrangements in which the Directors are interested under section 189 of the Act and all other documents referred to the Notice will be available for inspection in electronic mode. Members can inspect the same by sending email to secretarial@deltin.com .

12. Unclaimed Dividends:

• a) Members of the Company are requested to note that as per the provisions of Section 124(5) and Section 124(6) of the Act, dividends not encashed / claimed by the Member of the Company, within a period of seven years from the date of declaration of dividend, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF), also all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the Demat Account of IEPF Authority notified by the MCA (‘IEPF Demat Account’).

• Members/ claimants whose shares, unclaimed dividend have been transferred to the IEPF, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on iepf.gov. in) along with requisite fees, if any, as decided by the IEPF Authority from time to time. The Member/ Claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

• b) Details of Unclaimed Dividend and Shares attached thereto on Website:

The details of the unpaid/unclaimed dividend are available on the website of the Company i.e. www.deltacorp.in

1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12[th] May, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website www.deltacorp.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock

Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com

Members are requested to register/update their e-mail addresses with the DP (in case of shares held in dematerialized form) or with STA (in case of shares held in physical form) which will help us in prompt sending of Notices, annual reports and other shareholder communications in electronic form.

14. Members are requested to:

• (a) intimate to the Company’s STA, changes, if any, in their registered addresses at an early date, in case of shares held in physical form;

• (b) intimate to the respective DP, changes, if any, in their registered addresses/email ID or bank mandates to their DP with whom they are maintaining their demat accounts.

• (c) quote their Folio Numbers/Client ID/DP ID and contact details in all correspondence; and

• (d) consolidate their holdings into one Folio in case they hold shares under multiple Folios in the identical order of names.

• SEBI has mandated the submission of the Permanent Account Number (PAN) by every participants in securities market. Members holding shares in electronic form are therefore requested to submit their PAN to DP. Members holdings shares in physical forms are required to submit their PAN details to STA.

• Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

17. Voting through electronic means:

• In compliance with the provisions of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014 (including any statutory modifications, clarifications, exemptions or re-enactments thereof for the time being in force), Regulation 44 of the Listing Regulations and SS – 2, the Company is providing to its Members with the facility to cast their vote electronically (“remote e-Voting”) using an electronic voting system provided by National Securities Depository Limited (“NSDL”), on all the business items set forth in the Notice of AGM and the business may be transacted through such remote e-voting. The instructions for remote e-Voting explain the process and manner for generating/ receiving the password and for casting of vote(s) in a secure manner. However, the Members are requested to take note of the following items:

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period commences on Thursday, 13[th] August, 2020 (IST 9.00 a.m.) and ends on Sunday, 16[th] August, 2020 (IST 5.00 p.m.) During this period, members’ of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date of Monday, 10[th] August, 2020 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

How do I 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 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

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 or on a mobile.

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

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

4. 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.

Step 1: Log-in to NSDL e-Voting system at https://www. evoting.nsdl.com/

1. 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 IN30012**.
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

1. Your password details are given below:

2. c) How to retrieve your ‘initial password’?

3. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

4. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

5. (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in

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physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

2. Upon confirmation, the message “Vote cast successfully” will be displayed.

3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to akjaincs@gmail. com with a copy marked to evoting@nsdl.co.in.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl. com to reset the password.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in

• After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

• After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

• Select “EVEN” of company for which you wish to cast your vote.

• Now you are ready for e-Voting as the Voting page opens.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to secretarial@deltin.com .

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16

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digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to secretarial@deltin.com .

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted 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 in the AGM.

due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request, along with the questions, from their registered e-mail id mentioning their name, DP ID and Client ID / Folio No., PAN, Mobile No. at secretarial@deltin.com at least 7 days before i.e Sunday, 9[th] August, 2020 Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers/questions depending on the availability of time for the AGM.

In case of any grievances connected with facility for e-voting, please contact

• A. Ms. Pallavi Mhatre, Manager

• Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the AGM.

• The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at https:// www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/ members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

2. Members are encouraged to join the Meeting through Computers for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

Please note that Participants Connecting from Mobile Devices or Tablets or through Computers connecting via Mobile Hotspot may experience Audio/Video loss

• E-voting Helpdesk

• National Securities Depositories Limited Email: evoting@nsdl.co.in Phone: 022 - 24994545

• B. Mr. Dilip Vaidya, Company Secretary Delta Corp Limited

• Corporate Office: Bayside Mall, 2[nd] Floor, Tardeo Road, Haji Ali, Mumbai – 400 034 Email: secretarial@deltin.com Phone: 022-40794700

• C. Mr. Bhushan Chandratre

Freedom Registry Limited (STA)

• Registered Office: Plot No. 101 / 102, 19[th] Street, MIDC, Satpur, Nasik - 422 007

• Email: support@freedomregistry.in Phone: 0253-2354032, 2363372

By Order of the Board of Directors,

Dilip Vaidya Company Secretary & General Manager - Secretarial FCS No: 7750

Place: Mumbai Date: 14[th] July, 2020

Registered Office:

10, Kumar Place, 2408, General Thimayya Road, Pune - 411 001, Maharashtra.

CIN : L65493PN1990PLC058817

Email ID : secretarial@deltin.com Website : www.deltacorp.in Tel No : 91-22-40794700 Fax No : 91-22-40794777

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Explanatory Statement pursuant to Section 102 of the Act

Pursuant to Regulation 36(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Section 102 of the Companies Act 2013 (“the Act”), the following explanatory statement sets out all material facts relating to Item No. 3 and 4 of the Notice:

Details of Mr. Chetan Desai (DIN: 03595319) whose appointment as Independent Director is proposed at Item No. 3 is provided in the “Annexure” to this Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Item No. 3:

The Board of Directors pursuant to the recommendation of the Nomination, Remuneration and Compensation Committee proposed to designate Mr. Chetan Desai (DIN: 03595319), Non-Executive Independent Director of the Company for the period of Five (5) consecutive years with effect from conclusion of ensuing Annual General. Meeting i.e 17[th] August, 2020 up to 16[th] August, 2025.

The Nomination, Remuneration and Compensation Committee of the Board of Directors has recommended to the Board to designate Mr. Chetan Desai (DIN: 03595319), Non-Executive Independent Director for a 1[st] term of Five (5) consecutive years, on the Board of the Company.

Accordingly, it is proposed to appoint him as NonExecutive Independent Director of the Company, not liable to retire by rotation and to hold office for 1[st] term of Five (5) consecutive years with effect from conclusion of ensuing Annual General Meeting i.e 17[th] August, 2020 up to 16[th] August, 2025.

Mr. Chetan Desai (DIN: 03595319) is interested in the resolution set out at Item No. 3 of the Notice with regard to his appointment. The relatives of Mr. Chetan Desai (DIN: 03595319) may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Copy of documents relating to the item can be made available electronically for inspection without any fees to the members on a prior request by sending an email from their registered email id mentioning their name, DP ID and Client ID / Folio No., PAN, Mobile No. to secretarial@deltin.com.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives are, in anyway, concerned or interested, financially or otherwise, in the aforesaid Special Resolution set out at Item No. 3 of this Notice.

The Board recommends the Special Resolution set out in Item No. 3 of this Notice for the approval of the Members.

Mr. Chetan Desai (DIN: 03595319) is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Independent Director and declarations to the effect that he meets with the criteria of independence as prescribed under Section 149 (6) of the Act and the Listing Regulations.

The Company has received notice in writing from a member as per Section 160 of the Act proposing the candidature of Mr. Chetan Desai (DIN: 03595319) for the office of Independent Director of the Company.

In the opinion of the Board, Mr. Chetan Desai (DIN: 03595319) fulfills the conditions for appointment as Independent Director as specified in the Act and the Listing Regulations. Mr. Chetan Desai (DIN: 03595319) is independent of the management.

Item No. 4

In accordance with Regulation 23 of the Listing Regulation, Material Related Party Transactions shall be approved by the members of the Company. The Company has entered into transaction(s) with its Subsidiary i.e. Daman Hospitality Private Limited, which are ‘Material’ as per aforesaid Regulations. These Material Related Party Transactions are entered into by the Company in its ordinary course of business and are at Arm’s length basis.

Copy of agreements executed between the Company and DHPL, wherever applicable, are available electronically for inspection in electronic mode. Members can inspect the same by sending an email from their registered e-mail id mentioning their name, DP ID and Client ID / Folio No., PAN, Mobile No. to secretarial@deltin.com.

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None of the Directors and Key Managerial Personnel of the Company and their respective relatives are, in anyway, concerned or interested, financially or otherwise, in the aforesaid Special Resolution set out at Item No. 4 of this Notice.

The Board recommends the Special Resolution set out in item No. 4 of this Notice for approval of the members.

By Order of the Board of Directors,

Dilip Vaidya Company Secretary & General Manager - Secretarial FCS No: 7750

Place: Mumbai Date: 14[th] July, 2020

Registered Office:

10, Kumar Place, 2408, General Thimayya Road, Pune - 411 001, Maharashtra.

CIN : L65493PN1990PLC058817 Email ID : secretarial@deltin.com Website : www.deltacorp.in Tel No : 91-22-40794700 Fax No : 91-22-40794777

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Annexure

DETAILS OF DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED AT THE FORTHCOMING AGM AS REQUIRED BY REGULATION 26 AND REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LISTING REGULATIONS”) AND SECRETARIAL STANDARDS ON GENERAL MEETINGS (SS – 2)

i.

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Name of Director Mr. Ashish Kapadia

Date of 1[st] Appointment: 01[st] October, 2008

Age: 50

Qualification:

Mr. Ashish Kapadia holds a bachelor’s degree in commerce.

Experience:

Mr. Ashish Kapadia, who holds a bachelor’s degree in commerce, is an entrepreneur, having established and managed several businesses across sectors such as paints, textiles, financial services and civil aviation. Mr. Kapadia has been Managing Director of Delta Corp Limited since April 2009. Under his leadership the company has grown to what it is today. He also serves as an Independent Director on the Board of Raymond Limited.

Terms and conditions of appointment/re-appoinment along with details of remuneration sought to be paid Retire by rotation

Directorship and Committee Memberships (Excluding Delta Corp Limited)

i) Directorships held in other Companies:

• Raymond Limited

Highstreet Cruises and Entertainment Private Limited New plaza Multitrade Private Limited

Myra Mall Management Company Private Limited

Gaussian Networks Private Limited

• First Eagle Capital Advisors Private Limited

Jayem Properties Private Limited

• Romys Realtors Private Limited

• Nelson Realtors Private Limited

Freedom Registry Limited

• Delta Pleasure Cruise Company Private Limited Freedom Aviation Private Limited

• Deltin Cruises And Entertainment Private Limited

• Goodluck Renewable Energy Resources Private Limited

• Goan Football Club Private Limited

• Delta Hotels Lanka ( Pvt ) Limited

(Foreign Company)

J M Holding Lanka (Pvt) Limited

(Foreign Company)

Last Drawn Remuneration:

` 1.69 Crores p.a.

Delta Gaming and Entertainment Lanka (Pvt) Limited

(Foreign Company)

J M Livestock Private Limited

Relationship with Other Directors, Manager and Other Key Managerial Personnel of the Company:

None

Shareholding in the Company (Individually or Jointly):

4,25,000 Equity Shares of ` 1/- each

Number of Meetings of the Board Attended during the Year:

06

Growcity Real Estate Private Limited

ii) Chairman of Board Committees:

• Highstreet Cruises and Entertainment Private Limited - Corporate Social Responsibility Committee

iii) Member of Board Committees:

Highstreet Cruises and Entertainment Private LimitedAudit Committee and Corporate Social Responsibility Committee

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Annual Report 2019-20

ii.

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Name of Director

Mr. Chetan Desai

Date of 1[st] Appointment: 22[nd] March, 2017

Age : 69

Qualification:

Chartered Accountant

Experience:

Mr. Chetan Desai is a Chartered Accountant with a wide spread experience of 44 years. He has been a Joint Managing Partner of M/s. Haribhakti & Co. LLP, Chartered Accountants till March 2018. Earlier, for over 30 years, he was heading the audit and assurance services of the firm. He specialises in the fields of accounting, auditing, Companies Act and related areas, corporate governance and compliance, among others.

Terms and conditions of appointment/re-appointment along with details of remuneration sought to be paid

Non-Executive, Independent Director not liable to retire by rotation.

Directorship and Committee Memberships (Excluding Delta Corp Limited)

i) Directorships held in other Companies:

Crystal Crop Protection Limited Mercator Limited

OHMY Loan Private Limited

OHMY Technologies Private Limited Reliance Health Insurance Limited Artisan Spirits Private Limited Reliance Securities Limited

• Reliance Financial Limited UTI Retirement Solutions Limited WIP (India) Private Limited Sula Vineyards Private Limited

ii) Chairman of Board Committees:

Crystal Crop Protection Limited - Audit Committee. Reliance Health Insurance Limited - Audit Committee. & Risk and Asset Liability Management Committee. UTI Retirement Solutions Limited - Audit Committee & Risk Management Committee.

iii) Member of Board Committees:

Mercator Limited - Audit Committee, Nomination & Remuneration Committee & Risk Management Committee.

Last Drawn Remuneration:

Nil

Relationship with Other Directors, Manager and Other Key Managerial Personnel of the Company:

None

Shareholding in the Company (Individually or Jointly):

Nil

Number of Meetings of the Board Attended during the Year:

Crystal Crop Protection Limited - Nomination & Remuneration Committee & Audit Committee.

Sula Vineyards Private Limited - Audit Committee.

Reliance Health Insurance Limited - Nomination and Remuneration Committee, Audit Committee & Risk and Asset Liability Management Committee.

Reliance Securities Limited - Audit Committee & Risk Management Committee.

UTI Retirement Solutions Limited - Audit Committee & Risk Management Committee.

06

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