Speciality Restaurants Ltd Directors Report.

To,

The Members

Speciality Restaurants Limited

Your Directors hereby present the Twenty Second Annual Report together with the audited standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2021.

1. Financial Results in millions

Particulars

Standalone

Consolidated

March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from operations 1,501.4 3,577.8 1,501.4 3,577.9
Other Income 166.6 101.3 168.0 104.4
Total Income 1,668.0 3,679.1 1,669.3 3,682.3
Earnings before Interest, Depreciation, Amortization and Tax 152.1 669.6 153.5 672.5
Less:
Finance Costs 165.0 211.5 165.0 211.5
Depreciation /Amortization/Impairment 322.4 574.9 322.4 574.9
Loss before exceptional item and tax (335.3) (116.8) (333.9) (113.9)
Share of loss in Joint venture company - - (1.4) (1.3)
Loss before exceptional item and tax (335.3) (116.8) (335.3) (115.2)
Less: Exceptional item 43.6 (273.8) 43.6 (273.8)
Loss before Tax (291.7) (390.6) (291.7) (389.0)
Less: Taxes Expenses / (credit)
Current Tax - - - -
Deferred Tax - - - -
Short provision for tax relating to prior years 1.7 (9.0) 1.7 (9.0)
Loss for the year (293.4) (381.6) (293.4) (380.0)
Total other comprehensive (loss) / income 2.6 (6.9) 8.6 (4.2)
Total comprehensive loss for the period (290.8) (388.5) (284.8) (384.2)

2. Financial Performance and the state of Companys affairs

The COVID-19 pandemic has emerged as a major global challenge, creating economic and social disruptions along with tragic loss of lives and livelihoods across the world. The eruptions of new waves and variants of the virus necessitated restrictions and lockdowns, not only posing health challenges but significantly impacting businesses as well.

The challenges have transformed businesses & business models to create a new work order. Your Company has identified new locations as well as existing kitchens/outlets to make them operational as we are experiencing higher customer preference due to the unwavering faith and confidence in our established brands not only with respect to the food but also on hygiene and safety parameters which is now the new norm.

The pandemic has led to significant changes in food consumption habits. Consumers have started experimenting with convenience leading to a shift in preferences for easy-to-prepare meals. Being confined to homes, balancing work and household chores, has led to an increase in the demand for food and beverage options. As there was need for food and beverages from trusted brands during and post-lockdowns, your Company operated kitchens from select locations for deliveries and takeaway services, as per Government directives. Food deliveries were carried out primarily through delivery channels/food aggregators and also through own delivery vehicles.

Your Company has committed itself to the fight against COVID-19 and confronted the uncertainties by focusing on safeguarding the health and well-being of its people and ensuring business continuity to meet consumer needs.

You Company has initiated aggressive cost control measures to neutralize the impact of reduction in revenue and stringent exercise of rationalization of restaurant operations including change in service design, contactless ordering as well as manpower requirements.

Your Companys performance on standalone basis for the financial year 2020-21 is not comparable with previous year due to closure of restaurant dining operations for a large part of the year as well as social distancing norms and timing restrictions due to the Covid-19 pandemic and closure of unviable restaurants. The same needs to be analysed in the context of the above economic and operating environment as under:

(i) The Total Income of your Company for the year under review was 1,501.4 million, which was lower than the previous years Total Income of 3,577.9 million by 58% caused by the Covid-19 pandemic.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA), which amounted to 152.1 million (9.12% of the revenue) as against 669.6 million (18.20% of the revenue) in the previous year.

(iii) Exceptional Item for the year under review was 43.6 million as against (273.8) million in the previous year in respect of the units which contracts were terminated in the previous year, due to gain on impairment of assets upon recommencement of operations post re-negotiation of rentals with the property owners.

(iv) Total comprehensive loss for the year under review was (290.8) million as against (388.5) million in the previous year.

During the year under review, your Company opened seven (7) Company Owned Company Operated (COCO) restaurants and eight (8) confectionaries. At the end of financial year ended March 31, 2021, your Company has 79 restaurants (including 16 franchisees) and 38 confectionaries.

The detailed analysis on financial performance is included under the Management Discussion and Analysis Report.

3. Dividend on Equity Shares

The Board of Directors of your Company (the "Board"), after considering the financial performance during the year under review, has decided not to recommend any dividend for the year under review (previous year-Nil).

4. Transfer to Reserves

Due to losses in Financial Year 2020-21, no amount has been transferred to Reserves.

5. Employee Stock Option Scheme (ESOS)

During the year under review, the Company has not granted any fresh stock option to its employees. Details of the options granted under Employee Stock Option Scheme ("ESOS"), as also the disclosures in compliance with Section 62 of the Companies Act, 2013, as amended and the rules made thereunder ("Companies Act") and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines") and SEBI (Share Based Employee Benefits) Regulations, 2014 (the "SEBI Regulations") are given in Annexure A which forms part of this report.

Certificate from Statutory Auditors M/s. Singhi and Co., Chartered Accountants, with regard to implementation of ESOS of the Company in compliance with SEBI Regulations would be available for electronic inspection by the Members at the ensuing annual general meeting.

The Board granted stock options during the financial year 2013-14 at an exercise price of 126.20 per share. The options granted vested over a period of four (4) years and were exercisable within three (3) years from the date of vesting. No vested options were exercised due to which vested options lapsed on September 5, 2020. The options outstanding at the end of the year under review are nil. The ESOS now stands closed.

6. Audited Financial Statements

As per Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2021

i.e. Balance Sheet, Statement of Profit and Loss and Cash Flow Statement are appended hereto. There has been no material change in the nature of the business of the Company.

There has been no material changes and commitments, which affect the financial position of the Company subsequent to the close of the financial year ended March 31, 2021 and till the date of this report, except for the impact arising out of COVID-19, which has been explained in the Management Discussion and Analysis Report, which forms part of the Annual Report.

7. Subsidiary

The Company has two wholly owned subsidiaries and two step-down subsidiaries as on March 31, 2021. There has been no material change in the nature of the business of the subsidiaries.

(i) Wholly Owned Subsidiaries:

a. Speciality Hospitality UK Limited was incorporated as a private limited company, limited by shares (bearing company number 10927982) on August 22, 2017, registered with The Registrar of Companies for England and Wales, having its registered office at 134 Buckingham Palace Road, London, SW1W 9SA, United Kingdom.

b. Speciality Hospitality US, Inc. (bearing company number 803423900) was incorporated on September 19, 2019, which is registered with Office of the Secretary of State of Texas, having its registered office at 6161 Savoy Drive, Suite 1000, Houston TX 77036.

(ii) Step Down Subsidiaries:

a. Caterland Hospitality Ltd. was incorporated on July 18, 2019, as a private limited company, limited by shares (bearing company number 12109778) registered with The Registrar of Companies for England and Wales, having its registered office at 134 Buckingham Palace Road, London, SW1W 9SA, United Kingdom.

A Joint Venture Agreement dated July 24, 2019 was entered into between Speciality Hospitality UK Limited, a wholly owned subsidiary ("WOS") of the Company and Homage Ventures LLP, to setup, own and operate restaurant in London, United Kingdom under Caterland Hospitality Ltd.

b. Foodland Ventures, LLC was incorporated on October 7, 2019, (bearing company number 803436901) which is registered with Office of the Secretary of State of Texas, having its registered office at 9894 Bissonnet Street, Suit 638, Houston TX 77036.

A Joint Venture Agreement dated January 10, 2020 was entered into between Speciality Hospitality US, Inc., a wholly owned subsidiary ("WOS") of the Company and Associated Hospitality & Developers LLC, to setup, own and operate restaurants in United States of America under Foodland Ventures LLC.

The Consolidated Financial Statements of your Company, its joint venture, WOS and step-down subsidiaries, prepared in accordance with the relevant accounting standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the consolidated accounts.

Pursuant to the provisions of Section 129(3) of the Companies Act, a statement containing salient features of the financial statements of WOS and step-down subsidiaries in Form AOC-1 is attached to the Financial Statements of your Company.

8. Joint Venture

Your Company has a joint venture company, Mainland China & Indigrill Restaurant LLC (erstwhile Mainland China Restaurant LLC) at Doha, Qatar. The Consolidated Financial Statements of your Company and its joint venture company, prepared in accordance with the relevant accounting standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the consolidated accounts.

The partners of the joint venture company, in view of the losses incurred, discontinued operations of the Mainland China Restaurant with effect from May 16, 2017. The Company is in the process of voluntary liquidation of the joint venture, Mainland China & Indigrill Restaurant LLC (erstwhile Mainland China Restaurant LLC) at Doha, Qatar.

Pursuant to the provisions of Section 129(3) of the Companies Act, a statement containing salient features of the financial statements of joint venture company in Form AOC-1 is attached to the Financial Statements of your Company.

9. Awards and Recognition

Your Companys brand initiatives have been recognized and appreciated across forums. During the year under review your Company has won the following awards:

Name & Place of Restaurant Awards won at Times Food & Nightlife Awards, 2021
Mainland China (Mumbai Suburbs) Best Chinese Restaurant - Casual Dining
Asia Kitchen by Mainland China - Mumbai Best Oriental Restaurant - Casual Dining
Oh! Calcutta - Mumbai Best Bengali Restaurant - Casual Dining
Sigree Global Grill - Mumbai Best Buffet Restaurant - Casual Dining
Riyasat - Kolkata Best North Indian - Premium Dining
Cafe Mezzuna - Kolkata Best Global - Premium Dining
Episode One - Mumbai Best Global Restaurant - Casual Dining
Episode One - Mumbai Best Bar for Beer
BARishh - Kolkata Best Resto-Bar
Sweet Bengal - Mumbai Best Mithai- Casual Dining

10. Directors and Key Managerial Personnel

(i) Directors

Your Company has eight (8) Directors comprising four (4) Independent and four (4) Executive Directors. None of the Directors or KMP were appointed or resigned during the year under review.

(ii) Independent Directors

In terms of the definition of Independent Directors as prescribed under Listing Regulations and the Companies Act, the Company has received necessary declaration from each independent director under the Companies Act, to the effect that each of them meet the criteria of independence laid down in the Companies Act and the Listing Regulations and they are not aware of any circumstance or situation, which exists or is anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence as required under Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Dushyant Mehta

2. Mr. Ullal Ravindra Bhat

3. Mr. Rakesh Pandey; and

4. Dr. Anita Bandyopadhyay

In terms of Section 150 of the Companies Act and Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs. Mr. Dushyant Mehta, Mr. Ullal R. Bhat and Mr. Rakesh Pandey possess the requisite experience and hence are exempted from undergoing online proficiency self-assessment test. Dr. Anita Bandyopadhyay has successfully undergone online proficiency self assessment test as required under the Companies Act.

The Board of Directors of the Company at their meeting held on August 14, 2021, subject to the approval of the Members in the ensuing annual general meeting of the Company, approved the re-appointment of Mr. Ullal Ravindra Bhat, as an Independent Director of the Company to hold office for a second term of five (5) consecutive years with effect from April 28, 2022 up to April 27, 2027.

(iii) Woman Director

Mrs. Suchhanda Chatterjee is a Director of the Company since the incorporation of the Company.

The Board appointed Dr. Anita Bandyopadhyay (DIN: 08672071) as an additional Non-Executive Independent Director of the Company for a term of five years with effect from February 3, 2020. The Members of the Company at the annual general meeting held on September 22, 2020, approved appointment of Dr. Anita Bandyopadhyay as an Independent Director of the Company with effect from February 3, 2020 to February 2, 2025.

The requirements of the provisions of Section 149 of the Companies Act and Regulation 17(1) of the Listing Regulations have been complied with by the Company.

(iv) Managing Director and Whole-time Directors

Mr. Anjan Chatterjee has been serving as the Managing Director of the Company since December 2007. He has been appointed as the Chairman of the Board of Directors with effect from September 11, 2017.

Mrs. Suchhanda Chatterjee has been serving as the Whole-time Director of the Company since July 2010.

Mr. Indranil Chatterjee, Whole-time Director (designated as Director - Commercial Operations) was designated and appointed as Deputy Managing Director of the Company with effect from February 3, 2020 to February 2, 2023. The Members of the Company have approved the appointment of Mr. Indranil Chatterjee as Deputy Managing Director of the Company at the annual general meeting held on September 22, 2020.

Mr. Avik Chatterjee was appointed as Whole-time Director (designated as Executive Director - Innovation and New Formats) of the Company for a period of three years with effect from February 3, 2020 to February 2, 2023. The Members of the Company have approved the appointment of Mr. Avik Chatterjee as Whole-time Director (designated as Executive Director - Innovation and New Formats) at the annual general meeting held on September 22, 2020.

Further details about the directors seeking appointment/re-appointment in the ensuing annual general meeting are annexed to the notice which is being sent to the members along with the Annual Report.

(v) Re-appointment of Director Indranil Chatterjee (DIN: 00200577)

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Indranil Chatterjee, (DIN: 00200577) Director of the Company retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

Suchhanda Chatterjee (DIN: 00226893)

The Board of Directors of the Company at their meeting held on June 23, 2021, subject to the approval of the Members in the ensuing annual general meeting of the Company, approved the re-appointment of Mrs. Suchhanda Chatterjee, as Whole-time Director of the Company for a period of three years with effect from July 1, 2021.

(vi) Key Managerial Personnel

Mr. Anjan Chatterjee, Chairman & Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil Chatterjee, Whole-time Director; Mr. Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. Avinash Kinhikar, Company Secretary & Legal Head are the Key Managerial Personnel of the Company as per the provisions of the Companies Act.

(vii) Evaluation of Performance of the Directors, Board and Committees of the Board

Pursuant to the applicable provisions of the Companies Act, the Listing Regulations and SEBI Guidance Note on Board Evaluation, the Board has carried out an annual evaluation of its own performance, the performance of its directors as well as evaluation of its committees.

The manner in which the formal annual evaluation of the directors, committees of the Board and the Board as a whole is disclosed in the report on Corporate Governance which forms part of the Annual Report.

(viii) Policy on Directors appointment, remuneration and other details

The Companys policy relating to remuneration of directors, key managerial personnel and other employees as stipulated in Section 178 (3) of the Companies Act has been disclosed in the Corporate Governance report, which forms part of this report. Nomination and Remuneration Policy is uploaded on the Companys website at the following web link https://speciality.co.in/pdf/ policiesZNOMINATION_AND_REMUNERATION_POLICY.pdf.

(ix) Number of Board Meetings

The Board of Directors met four (4) times during the financial year ended March 31, 2021 and the intervening gap between the meetings did not exceed the period prescribed under Companies Act except for one meeting due to Covid-19 pandemic for which the relaxation of maximum time gap between Board Meetings was granted by Ministry of Corporate Affairs and SEBI. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report.

A separate Meeting of Independent Directors was also held during the financial year ended March 31, 2021.

Besides the above, several committee meetings of the Board were held during the financial year ended March 31, 2021, the detailed information of which is included in the report on Corporate Governance.

(x) Disclosure of Re-appointment of Mr. Ullal R. Bhat (DIN: 00008425)

Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed Mr. Ullal R. Bhat as an Independent Director of the Company for a second term of five (5) consecutive years with effect from April 28, 2022 till April 27, 2027, subject to approval by the members of the Company at the ensuing annual general meeting.

The Board places on record its appreciation towards valuable contributions made by Mr. Ullal R. Bhat during his tenure as a Director of the Company.

The Company has received declaration from Mr. Ullal R. Bhat confirming that he meets the criteria of independence prescribed under the Companies Act and the Listing Regulations.

The Nomination and Remuneration Committee, on the basis of performance evaluation of Independent Director, the business knowledge, acumen, rich experience and the substantial contribution made by Mr. Ullal R. Bhat during his tenure, has recommended to the Board that continued association of Mr. Ullal R. Bhat as Independent Director of the Company would be beneficial to the Company.

Based on the above and the performance evaluation of Independent Director, the Board approved the re-appointment of Mr. Ullal R. Bhat, as an Independent Director of the Company for a second term of five (5) consecutive years on the Board of the Company with effect from April 28, 2022 to April 27, 2027 subject to approval of the members of the Company at the ensuing annual general meeting of the Company. In the opinion of the Board Mr. Ullal R. Bhat has necessary expertise, experience, proficiency and proven integrity and recommends re-appointment of Mr. Ullal R. Bhat, as an Independent Director of the Company.

Further details about the Directors seeking appointment/re-appointment in the ensuing Annual General Meeting are annexed to the Notice which is being sent to the Members along with the Annual Report.

11. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2021 was 46,95,76,570/-. During the year under review, there was no change in the issued, subscribed and paid-up share capital of the Company.

12. Related Party Transactions

There were no materially significant related party contracts, arrangements and transactions entered during the year by your Company. The details of the transactions with related parties are provided in the accompanying financial statements. The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is annexed as Annexure E to this report.

All related party contracts, arrangements and transactions were approved by the Audit Committee and the Board as applicable from time to time. Prior omnibus approval was granted by the Audit Committee of the Company for the related party transactions, which are foreseen and repetitive in nature, and were reviewed by the Committee on quarterly basis.

The policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website at the following web link https://speciality.co.in/pdf/policies/Final SRL-Policy-on-RPT.pdf

13. Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite certificate from the practicing company secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to report on Corporate Governance.

14. Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of this report.

15. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on Corporate Governance which forms part of this report.

16. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, the Board has constituted a Corporate Social Responsibility Committee ("CSR Committee") under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board has formulated a CSR Policy which has been uploaded on the website of the Company at https://speciality.co.in/pdf/policies/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf.

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act is annexed as Annexure B which forms part of this report.

17. Vigil Mechanism / Whistle Blower Policy

In pursuance of the provisions of Sections 177(9) and 177(10) of the Companies Act, a vigil mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://speciality.co.in/pdf/policies/VIGIL MECHANISM POLICY.pdf.

18. Risk Management

The Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of internal financial and risk management systems. Other details including details pertaining to various risks faced by your Company and also development and implementation of risk management policy is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

19. Particulars of loans, guarantees or investments

Disclosure on particulars relating to loans, guarantees or investments made during the financial year ended March 31, 2021 under Section 186 of the Companies Act is given in the notes to the Financial Statements.

20. Consolidated Financial Statement

According to Section 129(3) of the Companies Act, the Consolidated Financial Statement of the Company, its joint venture company, wholly owned subsidiaries and step-down subsidiaries for the financial year 2020-21 are prepared in accordance with the accounting principles generally accepted in India, including the accounting standards specified under Section 133 of the Companies Act read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statement of the Company.

The Company prepared its financial statements in accordance with Ind-AS, including accounting standard read with Section 133 of the Companies Act notified under the Companies (Accounting Standard) Rules, 2006.

In accordance with third proviso of Section 136(1) of the Companies Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements, has been placed on the website of the Company, www.speciality.co.in. Further, financial statements of WOS have also been placed on the website of the Company i.e. www.speciality.co.in.

21. Internal Financial Controls System and their adequacy

Your Company has laid down adequate internal financial controls system, through requisite policies and procedures which commensurate with its size and the nature of its operations. Such controls are operating effectively to ensure accuracy and completeness of the accounting records, the timely preparation of reliable financial information along with the orderly and efficient conduct of business.

In addition, during financial year 2020-21, as required under Section 143 of the Companies Act, the statutory auditors have evaluated and expressed an opinion on the Companys internal financial controls over financial reporting based on an audit. In their opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2021.

Details of internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. Auditors and Audit Reports

(i) Statutory Auditors and their report

At the twentieth annual general meeting held on August 23, 2019, the Members approved appointment of M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) as statutory auditors of the Company (the "Statutory Auditors") to hold office for a period of five years from the conclusion of that annual general meeting till the conclusion of the twenty fifth annual general meeting to be held in the year 2024. The Statutory Auditors Report for the financial year 2020-21 on the financial statement of the Company forms part of this Annual Report. The report does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act.

(ii) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. GMJ & Associates, a firm of company secretaries in practice, to conduct the secretarial audit of your Company for the financial year ended March 31, 2021. The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed as Annexure C which forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

23. Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

24. Particulars of Employees

The ratio of remuneration of each director to the median employees remuneration and other details in terms of Section 197 of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure D which forms part of this report.

The information in respect of employees of the Company required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the company secretary.

25. Statutory Disclosures

(i) Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

1. Conservation of Energy

The disclosures required as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy is detailed below:

The Company values the significance of conservation of energy and remain conscious about the environmental impact of its business operations and continuously strives to improve energy efficiency through various initiatives. During the year, the Company continued to undertake a variety of energy conservation measures across all its restaurants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

(a) The steps taken or impact on conservation of energy

• Installed energy efficient LED lights in all restaurants.

(b) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed 20KW solar power plant at its restaurant premises at Greater Kailash (GK—II) at New Delhi.

(c) The capital investment on energy conservation equipments

The Company made one-time capital investment of 5.12 million on energy management system during financial year 2016-17 and 2017-18.

2. Technology Absorption

The activities of the Company are not covered under the disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(B) of the Companies (Accounts) Rules, 2014 regarding technology absorption. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

3. Foreign Exchange Earnings and Outgo

The disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(C) of the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and foreign exchange outgo during the year under review in terms of actual outflows are given below:

in millions

Foreign Exchange Earnings and Outgo FY 2020-21 FY 2019-20
Foreign Exchange Earned in terms of actual inflows 5.62 12.11
Foreign Exchange Outgo in terms of actual outflows 0.62 2.1

(ii) Prevention of Sexual Harassment:

Your Company has zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with the provisions relating to the constitution of Internal Complaints Committee and no complaint has been received during the year under review.

(iii) No stock options were granted to the directors of your Company during the year under review.

(iv) Additional information and details as specified in Rule 8(5) of the Companies (Accounts) Rules, 2014 are included in the Directors Report.

26. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Companies Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares including sweat equity shares to employees of the Company under any scheme save and except Employee Stock Options Scheme referred to in this Report.

(iv) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from the subsidiary Companies.

(v) No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

(vi) The Company is not required to maintain the cost records as specified by Central Government under section 148 (1) of the Companies Act and rules made thereunder.

27. Credit Ratings:

The credit ratings obtained by the Company along with any revision thereto has been disclosed in the Corporate Governance Report which forms part of this report.

28. Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.speciality.co.in/ pdf/annual_general_meeting/Annual%20Return_MGT%207_FY%202020-21.pdf

29. Directors Responsibility Statement

The Directors confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended March 31, 2021 and of the loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and employees of the Company.

For and on behalf of the Board
Speciality Restaurants Limited
Anjan Chatterjee
Place: Mumbai Chairman & Managing Director
Date: August 14, 2021 (DIN: 00200443)