speciality restaurants ltd Directors report

To,

The Members

Speciality Restaurants Limited

Your Directors hereby present the Twenty Third Annual Report together with the audited, standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2022.

1. Financial Results

Rs. in million

Particulars	Standalone		Consolidated
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Revenue from operations	2,529.3	1,501.4	2,529.3	1,501.4
Other Income	136.2	166.6	136.2	168.0
Total Income	2,665.5	1,668.0	2,665.5	1,669.4
Earnings before Interest, Depreciation, Amortization and Tax	560.8	152.1	560.2	153.5
Less: Finance Costs	145.5	165.0	145.5	165.0
Depreciation /Amortization/Impairment	273.5	322.4	273.5	322.4
Profit / (Loss) before exceptional item and tax	141.8	(335.3)	141.2	(333.9)
Share of loss in Joint venture company	-	-	(59.6)	(1.4)
Profit / (Loss) before exceptional item and tax	141.8	(335.3)	81.5	(335.3)
Less: Exceptional item	(6.6)	43.6	-	43.6
Profit / (Loss) before Tax	135.2	(291.7)	81.5	(291.7)
Less: Taxes Expenses / (credit) Current Tax
Deferred Tax	-	-	-	-
Short provision for tax relating to prior years	-	1.7	-	1.7
Profit / (Loss) for the year	135.2	(293.4)	81.5	(293.4)
Total other comprehensive income / (loss)	12.2	2.6	11.5	8.6
Total comprehensive income / (loss) for the period	147.4	(290.8)	93.0	(284.8)

2. Financial Performance and the state of Companys affairs

After financial year 2020-21 turned out to be one of the most eventful year with changing market trends and business dynamics due to the pandemic, financial year 2021-22 was all about staging resilient recovery. The eruptions of new waves and variants of the virus necessitated restrictions and lockdowns, not only posed health challenges impacting business as well. Maintaining the COVID-19 safety protocols throughout the year and to remain profitable through disciplined management of fixed costs continued to be the Companys top priority.

While the second wave of pandemic-induced disruptions impacted business in the first quarter of Financial Year 2021-22, we astutely remodeled our strategy to address the dynamic operating environment with speed and agility. All our efforts were to cater to the evolving customer needs and to maintain position.

As we worked remotely given the surge in COVID-19 cases during the second wave, the safety and health of our team members were of paramount importance. Even in these trying times, we ensured seamless operations and timely deliveries, while maintaining highest standards.

We grew stronger as a team by supporting each other whole-heartedly through the financial year 2021-22. We announced various COVID-19 benefits, such as vaccination support, medical care through a dedicated coverage service, employee assistance programme, among others.

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 continued with 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 a standalone basis for the financial year 2021-22 is not comparable with the previous year due to closure of restaurant dining operations for a part of the year, as well as social distancing norms and timing restrictions due to the second wave of 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 Rs. 2,529.3 million, as against the previous years total income of Rs. 1,501.4 million increased by 68.5%.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA), which amounted to Rs. 560.8 million (21.04% of the revenue) as against Rs. 152.2 million (9.12% of the revenue) in the previous year increased by 268.64%.

(iii) Exceptional Item for the year under review was Rs. (6.6) million as against Rs. 43.6 million in the previous year.

(iv) Total profit after tax for the year under review was Rs. 135.2 million as against loss of Rs. (293.4) million in the previous year.

Given the unprecedented circumstances on account of COVID-19 related developments, the results for the year under review were not comparable with the previous year.

During the year under review, your Company opened six Cloud Kitchens. At the end of financial year ended March 31, 2022, your Company has 68 restaurants (including 17 franchisees), 11 Cloud Kitchens 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 and in order to conserve the capital for future growth, has decided not to recommend dividend for the year under review (previous year-Nil).

4. Transfer to Reserves

The Board has decided to retain the profits for the Financial Year 2021-22 in the profit and loss account, no amount has been transferred to Reserves.

5. 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, 2022

i.e. Balance Sheet, Statement of Profit and Loss and Cash Flow Statement are appended hereto.

There have 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, 2022 and till the date of this report.

6. Subsidiary

The Company has two wholly owned subsidiaries and two step-down subsidiaries as on March 31, 2022. 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.

The Company had launched “CHOURANGI" restaurant at 3 Old Quebec St, London W1H 7AF on October 7, 2021. Chourangi is the first venture of Speciality Restaurants through its subsidiary, in the city of London. It promises to introduce Londons discerning food lovers to the unexplored cuisine of Calcutta - three centuries old and still evolving, bursting with taste and flavours that have never before been encountered in this city. Turnover of Caterland Hospitality Ltd. for the year ended March 31, 2022 was GBP 718,538. Total comprehensive loss for the year was GBP (883,896) due to operational for part of the year and administrative expenditure mainly represents pre-operating expenses incurred for setting of restaurant.

For further analysis on the consolidated performance, attention is invited to the section on Management Discussion and Analysis, notes to the consolidated financial statements and Form No. AOC - 1.

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.

Due to impact of COVID-19, JV partners of Foodland Ventures LLC decided not to take up the project and terminated lease agreement with the lessor. Exceptional item in the standalone financial statements as on March 31, 2022 includes Rs. 6.6 million provision for impairment of investment in Speciality Hospitality US, Inc.

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.

7. 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	Award won
Oh! Calcutta, Kolkata	Sera Restaurant Prapak Award
Riyasat, South City Mall, Kolkata	Times Food Nightlife Awards - Best North Indian - Premium Dining

8. Directors and Key Managerial Personnel

(i) Directors

Your Company has eight Directors comprising four Independent and four Executive Directors.

(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 the 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. Further, they have either confirmed that they are exempted or successfully undergone online proficiency self assessment test as required under the Companies Act.

The Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act and applicable rules thereunder) of the Independent Director appointed during the year.

The Board of Directors of the Company at their meeting held on May 27, 2022, subject to the approval of the Members in the ensuing annual general meeting of the Company, approved the re-appointment of Mr. Rakesh Pandey, as an Independent Director of the Company to hold office for a second term of five (5) consecutive years with effect from November 29, 2022 up to November 28, 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 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 of the Company 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 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 Suchhanda Chatterjee (DIN: 00226893)

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mrs. Suchhanda Chatterjee, (DIN: 00226893) Director of the Company retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appointment. A resolution seeking Members approval for her re-appointment forms part of the Notice of the ensuing 23rd Annual General Meeting.

Indranil Chatterjee (DIN: 00200577)

The Board of Directors of the Company at their meeting held on May 27, 2022, subject to the approval of the Members in the ensuing annual general meeting of the Company, approved the re-appointment of Mr. Indranil Chatterjee, as Deputy Managing Director of the Company for a period of five years with effect from February 3, 2023. A resolution seeking Shareholders approval for his re-appointment forms part of the Notice of the ensuing 23rd Annual General Meeting.

Avik Chatterjee (DIN: 06452245)

The Board of Directors of the Company at their meeting held on May 27, 2022, subject to the approval of the Members in the ensuing annual general meeting of the Company, approved the re-appointment of Mr. Avik Chatterjee, as Whole-time Director (designated as Executive Director - Innovation and New Formats) of the Company for a period of five years with effect from February 3, 2023. A resolution seeking Shareholders approval for his re-appointment forms part of the Notice of the ensuing 23rd Annual General Meeting.

The above re-appointments were recommended by Nomination and Remuneration Committee and approved by the Board and consequently recommended by the Board to Members as applicable.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

(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.

(ix) Number of Board Meetings

The Board of Directors met five times during the financial year ended March 31, 2022 and the intervening gap between the meetings did not exceed the period specified under Companies Act. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report. In view of the pandemic-related travel restrictions, all Board and committee meetings took place virtually. Measures were taken to ensure security of information and confidentiality of process, at the same time, ensuring convenience of the Board members.

Meeting of Independent Directors was held during the financial year ended March 31, 2022.

Besides the above, several committee meetings of the Board were held during the financial year ended March 31, 2022, the detailed information of which is included in the report on Corporate Governance.

(x) Disclosure of Re-appointment of Mr. Rakesh Pandey

Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed Mr. Rakesh Pandey as an Independent Director of the Company for a second term of five consecutive years with effect from November 29, 2022 till November 28, 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. Rakesh Pandey during his tenure as an Independent Director of the Company.

The Company has received declaration from Mr. Rakesh Pandey 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 and taking into account the external business environment, the business knowledge, acumen, rich experience and the substantial contribution made by Mr. Rakesh Pandey during his tenure, has recommended to the Board that continued association of Mr. Rakesh Pandey as an 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. Rakesh Pandey, as an Independent Director of the Company for a second term of five consecutive years on the Board of the Company with effect from November 29, 2022 to November 28, 2027 subject to the approval of the members of the Company at the ensuing annual general meeting of the Company. The Board recommends the passing of special resolution for re-appointment of Mr. Rakesh Pandey, as an Independent Director of the Company.

Further details about the Directors seeking re-appointment in the ensuing 23^rd Annual General Meeting are annexed to the Notice which is being sent to the Members along with the Annual Report.

(xi) Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board/ Committee(s) of the Company.

9. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2022 was Rs. 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.

10. Related Party Transactions

There were no materially significant related party contracts, arrangements and transactions entered during the year under review 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 which is annexed as Annexure D 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. 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://www.speciality.co.in/pdf/policies/Final_SRL-Policy-on-RPT.pdf

11. 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 the report on Corporate Governance.

12. 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.

13. 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.

14. 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://www.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 A which forms part of this report.

15. 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 http://www.speciality.co.in/pdf/policies/VIGIL_MECHANISM_POLICY.pdf.

16. Risk Management

Pursuant to the provisions of Regulation 21(5) of the Listing Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year are required to constitute a Risk Management Committee. Your Company has voluntarily constituted Risk Management Committee to monitor and review the risk management plan and such other functions as assigned from time to time.

Your Company has in place a Risk Management Policy to identify and evaluate business and other risks. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic timely actions.

The Board of Directors of the Company has voluntarily formed Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has 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 Management Discussion and Analysis report forming part of the Annual Report.

17. Particulars of loans, guarantees or investments

Disclosure on particulars relating to loans, guarantees or investments made during the financial year ended March 31, 2022 under Section 186 of the Companies Act is given in the notes to the Financial Statements.

18. 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 2021-22 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.

19. 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 2021-22, 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, 2022.

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

20. 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 2021-22 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 had 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, 2022. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed as Annexure B which forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. 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.

22. 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 C 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 to the Members of the Company 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.

23. 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;

• Installed energy management system in 25 restaurants; and

• Installed energy saving sensors in the AC System of 25 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) 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:

Rs. Rs.In Millions

Foreign Exchange Earnings and Outgo	FY 2021-22	FY 2020-21
Foreign Exchange Earned in terms of actual inflows	11.78	5.62
Foreign Exchange Outgo in terms of actual outflows	0.16	0.62

(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. No complaint was 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.

24. 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.

(vii) The Company has not taken any loan from Banks or Financial Institutions during the year under review. There were no instances of onetime settlement with any Banks or Financial Institutions.

25. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

26. 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.

27. 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: www.speciality.co.in

28. Directors Responsibility Statement

The Directors confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2022, 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, 2022 and of the profits 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.

29. 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

Place: Mumbai	Anjan Chatterjee Chairman & Managing Director
Date: May 27, 2022	(DIN: 00200443)