01 May 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 30, 03:41 PM
Delta Magnets Ltd.

BSE

  • 36.30 0.00 (0%)
  • Vol: 76
  • BSE Code: 504286
  • PREV. CLOSE
    36.30
  • OPEN PRICE
    36.30
  • BID PRICE (QTY.)
    36.55(50)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 37.25 0.00 (0%)
  • Vol: 190
  • NSE Code: DELTAMAGNT
  • PREV. CLOSE
    37.25
  • OPEN PRICE
    37.25
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

Delta Magnets Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Company's Philosophy on Corporate Governance

The Company fully subscribes to the principles and spirit of Corporate Governance. The Company has adopted transparency, disclosure, accountability and ethics as its business practices. The management believes that these principles will enable it to achieve the long-term objectives and goals. As part of its Corporate Governance philosophy, the Company focuses its energies in safeguarding the interests of its stakeholders and utilising its resources for maximizing the benefits to them.

The Company constantly reviews its Corporate Governance policy to not only comply with the business, legal and social framework in which it operates but also to implement the best international practices in that regard.

A report on compliance with the Code of Corporate Governance as on 31st March, 2015 as prescribed by the Securities and Exchange Board of India and incorporated in the Listing Agreement with the Stock Exchanges is given below.

Board of Directors

A. Composition of the Board

The Board of Directors consists of professionals drawn from diverse fields, who bring in a wide range of skills and experience to the Board. The majority of the Directors on the Board including the Chairman are Non-Executive Directors. Fifty percent of the Board comprises of Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, as amended from time to time.

All Independent Directors of the Company have been appointed as per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Formal letters of appointment have been issued to the Independent Directors. The terms and conditions of their appointment are disclosed on the Company's website.

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (Committees being Audit Committee and Stakeholders Relationship Committee, as per Clause 49 II(D)(2) of the Listing Agreement, across all the Companies in which he/she is a Director. The necessary disclosures regarding committees positions have been made by all the Directors. None of the Directors hold office in more than 20 companies and in more than 10 public companies.

The Board reviews and approves strategy and oversees the results of management to ensure that the long term objectives of enhancing stakeholder's value are met. The day-to-day management of the Company is conducted by the Managing Director subject to the supervision and control of the Board of Directors.

The brief profile of your Company's Board of Directors is as under:

Mr. Jaydev Mody

Mr. Jaydev Mody, a 1st generation entrepreneur is a noted industrialist and businessman who has over 35 years of experience in various businesses including gaming and hospitality, textiles and ferrite manufacturing and real estate development.

Mr. Mody is the Non- Executive Chairman of Delta Corp Limited, a public listed company which under his leadership has established itself as a leader in the gaming industry in India and has a lion's share of the market. His ability to identify sunrise and lucrative business ventures has resulted in him pioneering several first of its kind ventures.

Mr. Mody in his previous avatar as Managing Director of Peninsula Land Limited spearheaded the real estate vertical of the Piramal Group till October 2005 and has played a leading role in building and developing India's first truly global retail destination 'Crossroads' in South Mumbai in addition to other landmark developments. Mr. Mody has to his credit development of several iconic and large residential and commercial complexes in and around Mumbai, such as Peninsula Corporate Park, Ashok Towers, Ashok Gardens, Peninsula I.T. Park and CR2 to name a few. Over 1 million square feet of real estate projects in East Africa mainly in Nairobi, Kenya have been developed and successfully exited under his leadership and sold to marquee clients like the World Bank and PwC.

The other business interest of Mr. Mody include two other listed entities namely Arrow Textiles Limited (ATL) and Delta Magnets Limited (DML). ATL is an established player and market leader in the woven and printed labels industry, catering to domestic and international brands of repute. The company boasts of a state of the art manufacturing unit at Nashik.

DML is a turnaround story. Post its acquisition, the company not only turned around but has also created an international imprint by an overseas acquisition. DML is in ferrites manufacturing catering to varied industries ranging from Automobiles, Railways, Telecommunication, Aerospace amongst others.

Dr. Ram H. Shroff

Dr. Ram H. Shroff is a qualified medical doctor. Dr. Shroff has an experience of more than 14 years in Charak Pharma where he is a Director.

Charak is one of the leading Herbal and Ayurvedic Company's in India. Through his initiatives the Company has grown its market share substantially and has introduced several new products which have helped bring a new dimension in medical treatment of patients.

Dr. Shroff has also initiated Charak Pharma's international presence. Charak is now available in more than 45 countries around the world. In addition, Dr. Shroff has participated in several local and international medical conferences impressing the need of alternative medicines for the treatment of patients.

Dr. Shroff has also started a new venture called Digimed Healthcare which is in the business of medical tourism with a focus towards markets in Africa.

Ms. Ambika Kothari

Ms. Ambika Kothari is B.A. Economics with Honours through Wellesley College. Ms. Kothari has also studied Accounting and Business at MIT Sloan School of Management and Harvard University. Ms. Kothari is experienced in the fields of business administration, management and as analyst. Ms. Kothari has worked with reputed international analyst firms such as Goldman Sachs & Company, New York and Moody's Investor Service, Singapore. Ms. Kothari also worked with DSP Merrill Lynch, Mumbai in the Equities Division. Ms. Kothari is a Director in several Companies and is currently managing investments for GK International Private Limited.

Mr. Darius Khambatta

Mr. Darius Khambatta is a Chartered Accountant with over 29 years experience. Mr. Khambatta is currently working with Delta Corp Limited as a Vice President (Projects) looking after the real estate developments.

Mr. Javed Tapia

Mr. Javed Tapia is an entrepreneur leading the growth of several companies under the umbrella brand "Clover". Having started his career with the flagship brand "Clover Realty" Mr. Tapia has established a strong presence for the Clover Group in areas such as information technology, transaction systems, and renewable energy. In the year 2000, Mr. Tapia spearheaded the open source revolution in India through a joint venture - Red Hat India with Red Hat Inc. and expanded the company's footprint across south Asia.

Mr. Tapia is a member of the Young Presidents Organization (Bombay Chapter) and has served on its executive committee. Mr. Tapia has also been a member of the Entrepreneurs' Organization (EO) and has served on its executive committee. Mr. Tapia is an angel investor with a keen interest in the Internet, technology and agri-business space.

Mr. Tapia is a postgraduate in business administration from the Duke University's Fuqua school of business, US and is the founder of Fuqua Alumni Club in India. Mr. Tapia was conferred the "Alumni Impact Award" by his alma mater - Duke University. Mr. Tapia is an avid reader and enjoys horse riding and scuba diving in his free time.

Mr. Rajesh Jaggi

Mr. Rajesh Jaggi holds a Bachelor of Commerce Degree from University of Mumbai and Master's in Business Management in Finance from F.W. Olin Graduate School of Business - Babson (USA). Mr. Jaggi has an overall experience of 13 years in the real estate sector.

Currently, Managing Partner (Real Estate) at Everstone Capital Advisors Pvt. Ltd - a South-East Asia focused investor with approximately USD 2.5 billion of assets under management through its private equity and real estate funds. In the Real Estate Platform,we manage a Retail Development Fund and an Industrial and Warehousing Fund. We have developed over 33 million square feet of retail, mixed use and industrial real estate projects across 17 Indian cities.

Prior to this, Mr. Jaggi was the Managing Director of Peninsula Land Limited (a US$ 400 million market cap listed leading Indian real estate Company) and led the successful commissioning of projects totaling 28 million square feet of real estate across residential, commercial and retail space.

Mr. Samir Chinai

Mr. Samir Chinai is a graduate of the School of Architecture, CEPT Ahmedabad and has been practicing Architecture from 1989.

Over the past three decades his firm has been responsible for a strikingly wide range of work, from urban master plans, public infrastructure, hospitals, civic and cultural buildings, offices, factories and work places and private houses.

Mr. Chinai is also involved in his family owned business of Cranes which are used in infrastructure projects. Mr. Chinai is a Director of various companies.

Dr. Vrajesh Udani

Dr. Vrajesh Udani is a Consultant - Child Neurology & Epilepsy at the Hinduja National Hospital, Hinduja Healthcare Surgical and Saifee Hospital. Dr. Udani is also an Assistant Professor of Pediatrics at the Grant Medical College and JJ Group of Hospitals, Mumbai. Dr. Udani is also a member of the Indian Academy of Pediatrics, Neurological Society of India and Indian Academy of Neurology

B. Board Procedure

A detailed Agenda folder is sent to each Director in advance of Board and Committee meetings. The Board members, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All major agenda items are backed by comprehensive background notes and other material information to enable the Board to take informed decisions. Agenda papers are circulated at least a week in advance to the Board meeting.

C. Information placed before the Board

Apart from the items that are required under the statutes, to be placed before the Board for its approval, the following are placed before the Board periodically for its review / information in compliance with the Listing Agreement as amended from time to time.

1. Annual operating plans and budgets and any updates.

2. Capital budgets and any updates.

3. Quarterly results for the company and its operating divisions or business segments.

4. Minutes of meetings of audit committee and other committees of the board.

5. The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

6. Show cause, demand, prosecution notices and penalty notices which are materially important.

7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

8. Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.

9. Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.

10. Details of any joint venture or collaboration agreement.

11. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

12. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

13. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.

14. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non­payment of dividend, delay in share transfer etc.

D. Post - meeting follow - up systems

The Governance system in the Company include an effective post - meeting follow-up, review and reporting process for action taken / pending on decisions of the Board and its Committees.

E. Board Support

The Company Secretary of the Company attends all the meetings of the Board and its Committees and advises / assures the Board and Committee on compliance and governance principles.

F. Code of Conduct

The Board has laid down Code of Conduct for the Board members and for senior Management and Employees of the Company. The same has been posted on the website of the Company. All Board members and Senior Management Personnel have affirmed compliance with this Code. A declaration to this effect, signed by the Managing Director forms part of this Report.

Apart from receiving remuneration that they are entitled to under the Companies Act, 2013 as Non-Executive Directors and reimbursement of expenses incurred in the discharge of their duties, none of the Non-Executive Directors has any other material pecuniary relationship or transactions with Company, its promoters, its Directors, its senior management or its subsidiaries and associates. None of the Directors are inter-se related to each other.

G. CEO / CFO Certification

As required under Clause 49 IX of the Listing Agreement, the Managing Director and the C.F.O. of the Company have certified to the Board regarding the Financial Statements for the year ended 31st March, 2015.

H. Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non Independent Directors and members of management, was held on 30th January, 2015, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement. At the Meeting, the Independent Directors:

• Reviewed the performance of Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

• Assessed the quality and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

I. Board and Director Evaluation and criteria for evaluation

During the year, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings.

Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in the Directors' Report.

J. Familiarization Programme for Independent Directors

The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

The familiarization programme for Independent Directors is disclosed on the Company's website and the same may be accessed at the link: <http://www.deltamagnetsgroup.com/dml/downloads/policies/Familiarisation-Programme>. pdf.

Details of the Directors being re - appointed

At the ensuing Annual General Meeting, in accordance with the provisions of the Companies Act, 2013, Mr. Darius Khambatta, Director of the Company, retire by rotation. Mr. Darius Khambatta, being eligible, has offered himself for re-appointment as a Director of the Company.

Detailed profile of Mr. Darius Khambatta is in line with Clause 49 of the Listing Agreement is forming the part of the Notice of the Annual General Meeting.

Committees of the Board

A. Audit Committee

The Audit Committee acts as a link between Statutory and Internal Auditors and the Board of Directors.

The Audit Committee provides reassurance to the Board regarding the existence of an effective internal control environment that ensures:-

• Efficiency and effectiveness of operations;

• Safeguarding of assets and adequacy of provisions for all liabilities;

• Reliability of financial and other management information and adequacy of disclosures;

• Compliance with all relevant statutes.

Powers

The Audit Committee is empowered, pursuant to its terms of reference, to:

• Investigate any activity within its terms of reference

• Seek any information it requires from any employee

• Obtain legal or other independent professional advice and

• Secure the attendance of outsiders with relevant experience and expertise, when considered necessary.  

Terms of Reference

The terms of reference of Audit Committee are in accordance with Section 177 of the Companies Act, 2013 and the guidelines set out in Clause 49 of the Listing Agreement. The Audit Committee is entrusted with the responsibility to supervise the Company's financial control and reporting process and inter-alia perform the following functions:

• Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Review with the management the quarterly and annual financial statements and the auditor's report thereon, before submission to the Board for approval.

• Discuss with the statutory auditors, before the audit commences, about the nature and scope of audit, as well as post-audit discussion to ascertain any area of concern.

• Recommend to the Board the appointment, re-appointment and, if required, the replacement or removal of statutory auditors, remuneration and terms of appointment of auditors, fixation of audit fees and to approve payment for any other services rendered by the statutory auditors.

• Review and monitor the auditor's independence and performance and effectiveness of audit process.

• Review with the management, performance of the statutory and internal auditors.

• Review the adequacy of the internal audit function and the adequacy and efficacy of the internal control systems.

• Evaluate internal financial controls and risk management systems.

• Scrutinize inter-corporate loans and investments.

• Discuss any significant findings with internal auditors and follow-up thereon.

• Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

• Look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders and creditors.

• Approve transactions, including any subsequent modifications, of the Company with related parties.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Review and monitor the statement of use and application of funds raised through public offers and related matters.

• Review the functioning of the Whistle Blower mechanism.

• Approve the appointment of the Chief Financial Officer after assessing the qualifications, experience and background of the candidate.

• And, generally, all items listed in Clause 49 III (D) of the Listing Agreement and in Section 177 of the Companies Act, 2013.

Review of Information

The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the Statutory Auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of the Chief Internal Auditor;

• Financial statements as well as investments made by unlisted subsidiaries.  

Composition

The Audit Committee of the Company as on 31st March, 2015 comprised of three members i.e. Mr. Rajesh Jaggi, Dr. Ram H. Shroff and Mr. Javed Tapia majority of whom were independent Directors. The constitution of the Committee is in line with Clause 49 of the Listing Agreement read with Section 177 of the Companies Act, 2013. The Committee was reconstituted during the year.

The Chairman of the Committee is Mr. Rajesh Jaggi, who is an Independent Director. The Group C.F.O., Internal Auditors and the Statutory Auditors are invitee to the meetings of the Audit Committee. The Secretary of the Company acts as the Secretary to the Committee. All the members of the Committee are financially literate and have accounting and financial management expertise.

B. Nomination and Remuneration Committee  

Terms of reference

• Make recommendations regarding the composition of the Board, identify independent Directors to be inducted to the Board from time to time.

• Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every Director's performance.

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees.

• Formulate criteria for evaluation of Independent Directors and the Board.

• Devise a policy on Board Diversity.

• Evaluate and approve the appointment and remuneration of senior executives, including the key managerial personnel, the Company's remuneration plan, annual salary increase principles and budgets, annual and long term incentive plans of the Company, policies and programmes such as succession planning, employment agreements, severance agreements and any other benefits.

• Establish key performance metrics to measure the performance of the Managing Director, key managerial personnel and the executive team

• Review and recommend to the Board the remuneration and commission to the managing and executive Directors and define the principles, guidelines and process for determining the payment of commission to non-executive Directors of the Company.

Composition

The Nomination and Remuneration Committee as on 31st March, 2015, comprised of three members i.e. Mr. Javed Tapia, Mr. Jaydev Mody and Mr. Rajesh Jaggi. All of them are Non Executive Directors. The Chairman of the Committee is Mr. Javed Tapia, who is a Non-Executive and Independent Director.

The Secretary of the Company acts as the Secretary to the Committee.

Nomination and Remuneration Policy

The Company's philosophy for remuneration of Directors, Key Managerial Personnel and all other employees is based on the commitment of fostering a culture of leadership with trust. The Company has adopted a Policy for remuneration of Directors, Key Managerial Personnel and other employees, which is aligned to this philosophy. The key factors considered in formulating the Policy are as under:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the Company's Remuneration Policy are as follows: Remuneration for independent Directors and non-independent non-executive Directors

• Independent Directors and non-independent non-executive Directors may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members within regulatory limits, as recommended by the Nomination and Remuneration Committee and approved by the Board.

• Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company, taking into consideration the challenges faced by the Company and its future growth imperatives. Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay the remuneration and be consistent with recognized best practices.

• The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the Nomination and Remuneration Committee is of the opinion that the Director possesses requisite qualification for the practice of the profession.

Remuneration for Managing Director/ Executive Directors / Key Managerial Personnel/ rest of the Employees

• The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements.

• Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. In addition, the Company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also provides employees with a social security net subject to limits, by covering medical expenses and hospitalization through reimbursements or insurance cover and accidental death and dismemberment through personal accident insurance. The Company provides retirement benefits as applicable.

Service Contract, Severance Fee and Notice Period

The Company has not entered into any service contract.

Employee Stock Option Scheme

The Company does not have any Employee Stock Option Scheme.

C. Stakeholders Relationship Committee Terms of reference

In terms of Section 178 (5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Shareholders'/ Investors' Grievance Committee was renamed as Stakeholders Relationship Committee with effect from 4th August, 2014.

The Committee oversees and reviews all matters connected with transfer of securities and also approves issue of duplicate share certificates, split of share certificates, etc. Also the Committee looks into redressal of Shareholder's/ Investor's' complaints / grievances pertaining to transfer or credit of shares / transmissions / dematerialisation / rematerialisation / split / issue of duplicate Share Certificates, non receipt of annual reports, dividend payments and other miscellaneous complaints. The Committee reviews performance of the Share Transfer Agent and recommends measures for overall improvement in the quality of investor services.

Composition

The Stakeholders Relationship Committee as on 31st March, 2015 comprised of three members i.e. Mr. Jaydev Mody, Mr. Rajesh Jaggi and Dr. Ram H. Shroff. Majority of them are Non-Executive Directors. The Chairman of the Committee is Mr. Jaydev Mody.

Compliance officer

Ms. Snehal Oak, Company Secretary is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Agreement.

Listing Fees

The Company has paid the listing fees to all the Stock Exchanges till 31st March, 2015.

Redressal of Investors Grievances

The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent / issued usually within 7-10 days except in case of dispute over facts or other legal impediments.

During the financial year under review, no investor's complaints were received and pending as at the end of the financial year.

Disclosures

a) During the financial year 2014-2015 there were no materially significant transactions entered into between the Company and its promoters, Directors or the management or relatives etc. that may have potential conflict with the interests of the Company at large.

The Register of Contracts detailing the transactions, in which the Directors are interested, is placed before the Board /Audit Committee regularly. Transactions with related parties are disclosed by way of Notes to the Accounts, which forms part of this Annual Report.

b) The Company has complied with the requirements of Stock Exchanges, SEBI and all other statutory authorities on all matters related to the capital markets during the last three years. There were no penalty imposed nor did any strictures pass on the Company by Stock Exchanges, SEBI and all other statutory authorities relating to above. The Company has not received any material Demand, Show Cause, Prosecution, Penalty Notice etc.

c) The Managing Director and the Chief Financial Officer have certified to the Board in accordance with Clause 49 IX of the Listing Agreement pertaining to CEO/ CFO certification for the Financial Year ended 31st March, 2015.

e) The Company has a well defined risk management framework in place. The Company periodically places before the Audit Committee and the Board, the key risks and the risk assessment and mitigation procedures followed by the Company.

f) The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

d) The Company is fully compliant with the applicable mandatory requirements of Clause 49 of the Listing Agreement. As far as Non-mandatory requirements are concerned, the Company has separate individuals occupying the position of Chairman and that of Managing Director. The Internal Auditors directly reports to the Audit Committee.

Means of Communication

Quarterly financial results are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and published in following newspapers:

• Free Press Journal (English)

• Navshakti (Marathi)

The financial results are displayed on Company's website on www.deltamagnets.com The Management Discussion & Analysis Report forms part of this Annual Report.

Annual General Meeting

Date and Time : Monday, the 7th day of September, 2015, at 2.00 P.M

Venue : Hotel Express Inn, Nashik Pathardi Phata, Ambad, Mumbai Agra Road, Nashik – 422 010, Maharashtra.

As required under Clause 49 (VII)(E)(i) of the Listing Agreements, particulars of Directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting (AGM) are given in the Annexure to the Notice of the AGM to be held on Monday, 7th day September, 2015.

Financial Year : 1st April to 31st March.

Dates of Book Closure : From Tuesday the 1st day of September, 2015 To Monday, the 7th day of September, 2015 (both days inclusive.)

Dividend payment date : Not Applicable

Dividend History : Not Applicable

Stock Exchange where  Company’s Shares are listed : BSE Limited  Phiroz Jeejeebhoy Towers, Dalal Street,  Mumbai 400 001, Maharashtra.

Scrip Code : 504286

National Stock Exchange of India Limited  Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra.  Scrip Symbol : DELTAMAGNT

Share Transfer Agents

Freedom Registry Limited Plot No. 101 / 102, 19th Street, MIDC,Satpur,  Nasik - 422 007, Maharashtra Tel: (0253) 2354032, 2363372  Fax: (0253) 2351126  Email: support@freedomregistry.in

Share Transfer Process

Shares in physical form are processed by the Registrar and Share Transfer Agent within 15 days from the date of receipt, if the documents are complete in all respects. Chairman, Managing Director and Company Secretary have been severally empowered to approve transfers. The same shall be ratified by the Investors Grievances Committee

Dematerialisation of shares and liquidity

As on 31st March, 2015, 61,38,591 Equity Shares (94.86% of the total number of shares) are in demat form as compared to 5,734,635 Equity Shares (94.42% of the total number of shares) as on 31st March, 2014.

Outstanding GDRS/ ADRS / Warrants or any Convertible Instruments

The Company has not issued any GDR's/ADR's, Warrants or any convertible instruments during the financial year ended 31st March, 2015.

Plant Location

Delta Magnets Limited

B-87, MIDC, Ambad, Nasik-422 010, Maharashtra