Delta Corp Limited — AGM Information 2021

Jul 28, 2021

28th July, 2021

NationalStockExchangeofIndiaLtd.	BSELtd.,
ListingDepartment.	CorporateRelationDepartment,
ExchangePlaza,C‐1,Block‐ G,	ListingDepartment,
BandraKurlaComplex,	PhirozeJeejeebhoyTowers,
Bandra(East)Mumbai–400051.	DalalStreet,Mumbai–400001.
FaxNo.26598235/8237/8347.	FacsimileNo.22723121/22722037/2041
Symbol:DELTACORP	ScripCode532848

Dear Sir/Madam,

Sub: 1) Notice of Annual General Meeting of the Company for the Year Ended 31st March, 2021

2) Intimation of Book Closure

With regard to the captioned matter and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations", we are enclosing herewith a copy of Notice of 30th Annual General Meeting of the Company scheduled to be held on Friday, 20th August, 2021 at 2.30 P.M (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) for the year ended 31st March, 2021.

Pursuant to Regulation 42 of the Listing Regulations, Register of Members and the Share Transfer Books of the Company will remain closed during the period as mentioned below.

ScripCode/Symbol	BookClosuredate	Purpose
532848/DELTACORP	13th August,FromFriday,2021to20thFriday,August,2021(bothdaysinclusive)	AnnualGeneralMeeting

Thanking You. Yours Sincerely, For Delta Corp Limited

Dilip Vaidya Company Secretary & GM ‐ Secretarial FCS NO.7750 Encl‐ As above

Bayside Mall, 2nd Floor,		Phone: +91 22 4079 4700
Tardeo Road, Haji Ali,	Fax	$: +912240794777$
Mumbai - 400 034.	Email	: secretarial@deltin.com
URL: www.deltacorp.in	CIN	: L65493PN1990PLC058817

Notice

Notice is hereby given that the 30th Annual General Meeting (AGM) of Members of Delta Corp Limited (the Company) will be held on Friday, 20th August, 2021 at 2.30 p.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statement (including the Consolidated Financial Statement) for the Financial Year ended 31st March, 2021 together with the Reports of the Board of Directors and the Auditors thereon.
• 1. To declare dividend on Equity Shares for the Financial Year ended 31st March, 2021.
• 1. To appoint a director in place of Mr. Ashish Kapadia (DIN: 02011632), who retires by rotation and being eligible offers himself for re-appointment.
• 1. To re-appoint statutory auditor M/s Walker Chandiok & Co. LLP, Chartered Accountants.

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

"RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions, if any of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors Rule, 2014 (the Rules), including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to recommendation made by the Audit Committee of the Board, M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Reg. No. 001076N/N500013), be and are hereby re-appointed as Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of this AGM of the Company (i.e. 30th AGM) till the conclusion of 35th AGM of the Company, at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and duly approved by the Audit Committee in consultation with the Auditors of the Company from time to time."

SPECIAL BUSINESS:

1. Approval for continuation of current term of Mr. Ravinder Kumar Jain (DIN: 00652148), Independent Director.

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

"RESOLVED THAT pursuant to Regulation 17(1A) 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), sanction be and is hereby accorded for continuation of the directorship of Mr. Ravinder Kumar Jain (DIN: 00652148) up to the expiry of his present term as an Independent Director i.e. 27th July, 2024, notwithstanding that he attains the age of 75 years on 25th March, 2022, during the aforesaid tenure."

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:

"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 & equipments.
• 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.

RESOLVED FURTHER THAT the Board of Directors of the Company, Hardik Dhebar, Chief Financial Officer and Dilip Vaidya, Company Secretary of the Company, be and is 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 April 13, 2020 issued by the Ministry of Corporate Affairs (MCA) followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and general meeting 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.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 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 Companies Act, 2013 (the Act) on the e-mail id secretarial@deltin.com.
• 1. 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.

• 1. 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 Act.
• 1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (Listing Regulations), and the Circulars issued by the MCA dated April 08, 2020, April 13, 2020 and May 05, 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 voting on the day of the AGM will be provided by NSDL.
• 1. In line with the MCA Circular No. 17/2020 dated April 13, 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.

AGM has been convened through VC/OAVM in compliance with applicable provisions of the Act read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

1. 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.

2. In terms of Section 152 of the Act, Mr. Ashish Kapadia, Managing 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 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.
• 1. The Register of Beneficial Owners, Register of Members and Share Transfer Books of the Company will remain closed from Friday, 13th August, 2021 to Friday, 20th August, 2021 (both days inclusive), for the purpose of AGM.

The record date i.e. Friday, 30th July, 2021 has been fixed for ascertaining entitlement for the payment of Final Dividend.

• 1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Act, The 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.
• 1. 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 www.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

It is in the Members' interest to claim any unencashed dividends and for future, opt for Electronic Clearing Service, so that dividends paid by the Company are credited to the Members' account on time.

1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020 and January 15, 2021, Notice of the AGM along with the Annual Report 2020-21 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 2020-21 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 Depository Participant (DP) (in case of shares held in dematerialized form) or with Share Transfer Agent (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.

• 1. 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.

• 1. 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.
• 1. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form from April 01, 2019, except in case of transmission and transposition of securities. In view of the same and to avail various benefits of dematerialisation, Members are advised to dematerialise shares held by them in physical form.
• 1. SEBI has fixed 31st March, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode.
• 1. As per the provisions of Section 72 of the Act, and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with STA. In respect of shares held in dematerialize form, the nomination may be filed with the respective Depository Participants.
• 1. The Board of Directors has appointed Mr. Ashish Jain (Membership No. 6058 and CP No. 6124) of M/s A.K. Jain & Co. as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.
• 1. The venue of the meeting shall be deemed to be the Registered Office of the Company.
• 1. Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

If Member forgets the password, he/she can reset the password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Thursday, 12th August, 2021 may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-Voting system".

• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
• 1. The Certificate from Statutory Auditors of the Company, M/s. Walker Chandiok & Co., LLP with regard to DELTACORP ESOS 2009 and Delta Employees Stock Appreciation Rights Plan 2019 will be available for inspection at the AGM.

24. 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 modification(s), clarification(s), exemption(s) or reenactment(s) 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:

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

The remote e-voting period begins on Monday, 16th August, 2021 at (IST) 09:00 A.M. and ends on Thursday, 19th August, 2021 at (IST) 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, 12th August, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, 12th August, 2021.

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 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders 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 shareholders holding securities in demat mode is given below:

Type of shareholdersLogin Method
Individual Shareholders holdingsecurities in demat mode with NSDL.	1.	If you are already registered for NSDL IDeAS facility, please visit the e-Services website ofNSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either ona Personal Computer or on a mobile. Once the home page of e-Services is launched, clickon the "Beneficial Owner" icon under "Login" which is available under "IDeAS" section.A new screen will open. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services. Click on "Access to e-Voting" undere-Voting services and you will be able to see e-Voting page. Click on options availableagainst company name or e-Voting service provider - NSDL and you will be re-directedto NSDL e-Voting website for casting your vote during the remote e-Voting period or joiningvirtual meeting & voting during the meeting.
	2.	If the user is 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 or on a mobile. Once the homepage 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 UserID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP anda Verification Code as shown on the screen. After successful authentication, you will beredirected to NSDL Depository site wherein you can see e-Voting page. Click on optionsavailable against company name or e-Voting service provider - NSDL and you will beredirected to e-Voting website of NSDL for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting.
Individual Shareholders holdingsecurities in demat mode with CDSL	1.	Existing users who have opted for Easi / Easiest, they can login through their user idand password. Option will be made available to reach e-Voting page without any furtherauthentication. The URL for users to login to Easi / 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 castyour 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 AccountNumber and PAN No. from a link in www.cdslindia.com home page. The system willauthenticate the user by sending OTP on registered Mobile & Email as recorded in the dematAccount. After successful authentication, user will be provided links for the respective ESPi.e. NSDL where the e-Voting is in progress.
Individual Shareholders (holdingsecurities in demat mode) loginthrough their depository participants	5.	You can also login using the login credentials of your demat account through your DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able tosee 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 options available against company name or e-Voting service provider-NSDL andyou will be redirected to e-Voting website of NSDL for casting your vote during the remotee-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.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities	Members facing any technical issue in login can contact NSDL helpdesk by sending a request
in demat mode with NSDL	at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities	Members facing any technical issue in login can contact CDSL helpdesk by sending a
in demat mode with CDSL	request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43

B) Login method for evoting and joining the virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.

1. 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.

1. Your User ID details are given below :

	Manner of holding shares i.e. Demat	Your User ID is:
	(NSDL or CDSL) or Physical
a)	For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
	demat account with NSDL.	For example if your DP ID is IN300*** and Client ID is 12****** then your user ID isIN30012***.
b)	For Members who hold shares in	16 Digit Beneficiary ID
	demat account with CDSL.	For example if your Beneficiary ID is 12************** then your user ID is 12**************
c)	For Members holding shares in	EVEN Number followed by Folio Number registered with the company
	Physical Form.	For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • 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.
  • c. How to retrieve your 'initial password'?
    • (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 physical form. The .pdf file contains your 'User ID' and your 'initial password'.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a. Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on

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

• 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 etc.

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

• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/ OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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 secretarial@deltin.com with a copy marked to evoting@nsdl.co.in.

• 1. 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.
• 1. 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 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.co.in

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.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 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. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat

account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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.
• 1. 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.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. 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 by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member 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.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss 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.

1. 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 on or before 10th August, 2021. 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. Pallavi Mhatre, Manager

E-voting Helpdesk National Securities Depositories Limited Email: evoting@nsdl.co.in Phone: 1800 1020 990 /1800 224 430

B. Dilip Vaidya, Company Secretary

Delta Corp Limited Corporate Office: Bayside Mall, 2nd Floor, Tardeo Road, Haji Ali, Mumbai – 400 034 Email: secretarial@deltin.com Phone: 022-4079 4700

C. Bhushan Chandratre

Freedom Registry Limited (STA) Registered Office: Plot No. 101 / 102, 19th Street, MIDC, Satpur, Nasik - 422 007 Email: support@freedomregistry.co.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: 9th July, 2021

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

Explanatory Statement pursuant to Section 102 of the Act

The following Explanatory Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item No. 5:

In term of Regulation 17(1A) of Listing Regulations no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect.

Mr. Ravinder Kumar Jain (DIN: 00652148) was re-appointed as Independent Director vide resolution passed by the members of the Company at 28th AGM held on 24th July, 2019 for a 2nd term of five years i.e. upto 27th July, 2024. Mr. Ravinder Kumar Jain will attain the age of 75 years on 25th March, 2022 and as his appointment for the period beyond 25th March, 2022 requires the approval of members by special resolution in terms of Regulation 17(1A) of Listing Regulations.

The Board is of the opinion that the continued valuable contribution of Mr. Ravinder Kumar Jain could be of great use for your Company. He possessed required expertise as a Non-executive Independent Director. His opinion and suggestions in the past have proven to be beneficial for the Company.

Based on the recommendation of the Nomination, Remuneration and Compensation Committee, the Board recommends to the members of the Company to approve his directorship to be continued till the expiry of his present term as an Independent Director i.e. upto 27th July, 2024.

Mr. Ravinder Kumar Jain is interested in the resolution as set out at Item No. 5 of the Notice with regard to his appointment. The relatives of Mr. Ravinder Kumar Jain may be deemed to be interested in the resolution to the extent of their shareholding if any, in the Company.

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. 5 of this Notice.

The Board recommends the Special Resolution set out in Item No. 5 of this Notice for the approval of the Members.

Item No. 6

In accordance with Regulation 23 of the Listing Regulations, Material Related Party Transactions shall be approved by the Members of the Company. The Company proposes to enter 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 for inspection in electronic mode. Members can inspect the same by sending email 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. 6 of this Notice.

The Board recommends the Special Resolution set out in item No. 6 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: 09th July, 2021

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

Annexure

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THE 30TH AGM [PURSUANT TO REGULATION 26(4) AND 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND SECRETARIAL STANDARD ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA]

Name of Director	Mr. Ashish Kapadia
DIN	02011632
Date of 1st Appointment	01st October, 2008
Age	51
Qualification	Bachelor's degree in commerce.
Experience	Mr. Ashish Kapadia, is an entrepreneur, having established and managedseveral businesses across sectors such as paints, textiles, financial servicesand civil aviation. Mr. Kapadia has been Managing Director of Delta CorpLimited since April 2009. Under his leadership the company has grown towhat it is today. He also serves as an Independent Director on the Board ofRaymond Limited.
Terms and conditions of re-appointment along withdetails of remuneration sought to be paid	Retire by rotation
Last Drawn Remuneration	` 1.37 Crores p.a.
Relationship with Other Directors, Manager andOther 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 duringthe Year	4
List of Directorships 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.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.J M Livestock Private Limited.Growcity Real Estate Private Limited.Foreign Companies:Delta Hotels Lanka (Pvt) Ltd.J M Holding Lanka (Pvt) Ltd.Delta Gaming and Entertainment Lanka (Pvt) Ltd.
List of Committee Membership / Chairmanship inother companies	Chairmanship:Highstreet Cruises and Entertainment Private Limited - Corporate SocialResponsibility Committee
	Membership:Highstreet Cruises and Entertainment Private Limited-Audit Committee