Speciality Restaurants Limited — AGM Information 2021

Aug 28, 2021

Morya Land Mark — 1, 4th Floor, B-25, Veera Industrial Estate, Off New Link Road, Andheri (W), Mumbai -53 Tel No. (022) 6268 6700 Website. www.speciality.co.in

August 28, 2021

To, General Manager, listing Operations, BSE Limited, PJ. Tower, Dalai Street, Mumbai - 400 001.

Vice President, Listing Compliance Department, National Stock Exchange of India Limited, 'Exchange Plaza', Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.

Scrip Code: 534425 Scrip Code: SPECIALITY

Dear Sir/ Madam,

Sub: Submission of Notice for the 22' Annual General Meeting ("AGM") of Speciality Restaurants Limited (the "Company").

Please find enclosed Notice for the AGM of the Company scheduled to be held on Monday, September 20, 2021 at 3.00 p.m. (1ST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) to transact the businesses, set out in the Notice convening the AGM in compliance with all applicable provisions of the Companies Act, 2013 (the "Act") and the Rules made thereunder read with Ministry of Corporate Affairs (MCA) General Circular Nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, Circular No. 20/2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "listing Regulations") and SEBI Circular No. SEBI/HO/CFD/ CM1)1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021.

The Notice of the 22nd AGM along with Annual Report for the financial year 2020-21 has also been uploaded on the website of the Company at vvvvw.speciality.co.in.

You are requested to kindly take the same on record.

Kindly acknowledge the receipt.

Thanking you,

Yours sincerely, For Speciality Restaurants Limited

d Signatory

Name: Designation: Avinash Kinhikar Company Secretary & Legal Head

End: As ^abaesistered Office : 'Uniworth House' 3A Gurusaday Road, Kolkata - 700019. CIN: L55101VVB1999PLC090672. Tel. No. (91 33) 2283 7964/65/66. Fax No. (91 33) 2280 9282. Email: corporate@speciality.co.in.

NOTICE

Notice is hereby given that the Twenty Second (22nd) Annual General Meeting (the "AGM") of the members of SPECIALITY RESTAURANTS LIMITED (the "Members" and such Company, the "Company") will be held on Monday, September 20, 2021 at 3.00 p.m. (IST), through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") facility to transact the businesses as set out hereunder:-

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2021, together with the Report of the Board of Directors of the Company (the "Board") and the Auditor's Report thereon.
• 1. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Auditor's Report thereon.
• 1. To appoint a Director in place of Mr. Indranil Chatterjee (DIN: 00200577), who retires by rotation and being eligible, has offered himself for re-appointment.

SPECIAL BUSINESS:

4. Re-appointment of Mrs. Suchhanda Chatterjee (DIN: 00226893) as a Whole-time Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force) (the "Companies Act") read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, Regulation 17(6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, and subject to the approval of the Central Government as may be required and in respect of whom the Company has received a notice in writing under Section 160(1) of the Companies Act from a Member, proposing her candidature for the office of Director, the Company hereby approves the re-appointment of Mrs. Suchhanda Chatterjee (DIN: 00226893) as the Whole-time Director of the Company (designated as Director - Interior and Design), liable to retire by rotation, for a period of three years with effect from July 1, 2021 upto June 30, 2024, on the following remuneration, perquisites and benefits as approved by the Nomination and Remuneration Committee (hereinafter called "NRC") at their Meeting held on June 23, 2021 and the Board of Directors (the "Board") at their Meeting held on June 23, 2021 on such other terms and conditions as set out in the explanatory statement:

Remuneration:

(i) Basic Salary:

In the range of 50,000/- to 3,00,000/- per month. In the first year the basic salary shall be ` 87,500/- per month. Thereafter, the Board shall fix annual increments every year within the above specified limit in compliance with Schedule V of the Companies Act. First increment shall be due from July 1, 2022.

(ii) Allowances:

• (a) House Rent Allowance: ` 43,750/- per month; and
• (b) Additional Allowance: ` 43,750/- per month.

The above allowances together with such other allowances as and when decided with such increments as may be fixed by the Board shall not exceed 100 percent of the basic salary mentioned in (i) above.

(iii) Perquisites:

In addition to the aforesaid salary and allowances, Mrs. Suchhanda Chatterjee shall be entitled to gratuity, mediclaim policy for herself and her family, personal accident insurance for herself and such other benefits in accordance with the rules of the Company. The monetary value of the perquisites shall be valued as per the provisions of the Income Tax Act, 1961, as amended and the rules made thereunder wherever applicable and in the absence of any such provision, perquisites shall be valued at actual cost.

(iv) Incentive Remuneration:

Such incentive remuneration not exceeding 100% of Basic Salary to be paid at the discretion of the Board annually, based on certain performance criteria and such other parameters as may be considered appropriate from time to time.

(v) Commission:

Over and above the remuneration aforesaid, she shall be eligible for commission on the Net Profits as the Board may fix every year. Provided that the total remuneration including perquisites, incentive remuneration and commission shall be within the overall limits laid down under Section 198 read with Schedule V of the Companies Act.

(vi) Sitting Fees:

Mrs. Suchhanda Chatterjee shall not be entitled to any sitting fee for attending meetings of the Board and/or Committee(s) thereof.

In addition to the remuneration specified above, Mrs. Suchhanda Chatterjee may also draw remuneration from other companies, in the capacity of a managerial personnel, provided that the total remuneration (including basic salary, allowances, perquisites, incentive remuneration and commission including the remuneration received from other companies), shall be within the overall limits laid down under the Companies Act.

RESOLVED FURTHER THAT during the tenure of Mrs. Suchhanda Chatterjee as the Whole-time Director of the Company, if the Company has no profits or if its profits are inadequate in any financial year, Mrs. Suchhanda Chatterjee shall be eligible to draw the remuneration by way of basic salary, allowances, perquisites, incentive remuneration and commission from the Company as well as from other companies within overall limits prescribed under Section II, Part II of Schedule V of the Companies Act;

RESOLVED FURTHER THAT the Board be and is hereby authorised to alter and vary the terms and conditions of the said remuneration in such manner as may be agreed to between the Board and Mrs. Suchhanda Chatterjee, subject to the limits prescribed under the Companies Act;

RESOLVED FURTHER THAT the Board or any Committee authorised by the Board in this behalf, be and are hereby authorised to take such steps and to do all such acts, deeds, matters, things and settle any doubts, difficulties, issues and questions in this regard as may be considered necessary, proper, desirable and expedient to give effect to this resolution;

RESOLVED FURTHER THAT Mr. Anjan Chatterjee, Chairman and Managing Director, Mr. Indranil Chatterjee, Deputy Managing Director and Mr. Avinash Kinhikar, Company Secretary and Legal Head be and are hereby severally authorised to do all such acts, deeds and actions, as may be necessary to give effect to the above resolution, including filing the various forms required to be filed under the Companies Act electronically from time to time with the Registrar of Companies, West Bengal or such other concerned authorities."

5. Re-appointment of Mr. Ullal R. Bhat (DIN: 00008425) as an Independent Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the "Companies Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force), Mr. Ullal R. Bhat (DIN: 00008425), who was appointed as an Independent Director of the Company up to April 27, 2022, being eligible and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, proposing his candidature for the office of Director be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of five (5) consecutive years with effect from April 28, 2022 up to April 27, 2027;

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act and rules made thereunder, as amended from time to time, Mr. Ullal R. Bhat (DIN: 00008425) be continued as an Independent Director of the Company for a second term of five (5) consecutive years with effect from April 28, 2022 up to April 27, 2027, notwithstanding that on October 14, 2026 he attains the age of 75 years during the aforesaid tenure."

6. Payment of remuneration to Non-Executive Directors:

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

"RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (the "Companies Act") read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, including any statutory modification(s) or re-enactment thereof for the time being in force, Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and in accordance with the Articles of Association of the Company, approval of the Members be and is hereby accorded to the payment of remuneration or annual remuneration or for any other purpose whatsoever not exceeding 1% per annum of the net profits of the Company calculated in accordance with the provisions of Section 197 and 198 of the Companies Act, to all the Non-Executive Directors of the Company in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board and such payments shall be made in respect of the profits of the Company for each financial year, for a period of three financial years commencing from April 1, 2021;

RESOLVED FURTHER THAT if the Company has no profits or its profits are inadequate in any financial year, the Company shall pay the remuneration to the Non-Executive Directors at such amount as may be determined in accordance with the provisions of Schedule V of the Companies Act and the Nomination and Remuneration policy of the Company and in the event, the Company is unable to comply with such provisions, with the previous approval of the Central Government in this regard;

RESOLVED FURTHER THAT the above remuneration shall be in addition to the fee payable to the Director(s) for attending the meetings of the Board or Committees or general meetings, including travelling and other expenses, or for any other purpose whatsoever as may be decided by the Board and reimbursement of such expenses;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board (including the Nomination and Remuneration Committee) be and is hereby authorised to do all acts, deeds, matters and things as it may in its sole and absolute discretion deem necessary or expedient in this regard."

Place: Mumbai Date: August 14, 2021

Registered Office: Uniworth House, 3A, Gurusaday Road, Kolkata 700 019 CIN: L55101WB1999PLC090672 E-mail: corporate@speciality.co.in Phone: 033-22837964. Website: www.speciality.co.in

By Order of the Board For Speciality Restaurants Limited

Avinash Kinhikar Company Secretary & Legal Head (Membership No. FCS 8364)

Notes:

• 1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs ('MCA') issued General Circular Nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020, respectively and by General Circular No. 02/2021 dated January 13, 2021 which allowed companies whose AGMs were due to be held in the year 2020 or become due in the year 2021, to conduct their AGMs on or before December 31, 2021, in accordance with the requirements provided in such circulars issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"). The Securities and Exchange Board of India ('SEBI') also issued Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 the validity of which has been extended till December 31, 2021 by SEBI, vide its Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 ("SEBI Circulars") permitting the holding of the Annual General Meeting ("AGM") through VC/OAVM without the physical presence of the Members at a common venue and any other applicable provisions, Secretarial Standard – II on General Meetings ("SS-II") issued by The Institute of the Company Secretaries of India and applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"), and other applicable laws, if any. In compliance with these Circulars, provisions of the Companies Act and the Listing Regulations, the 22nd AGM of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of members at a common venue.
• 1. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company at Uniworth House, 3A, Gurusaday Road, Kolkata 700 019, which shall be the deemed venue of the AGM.
• 1. As per the provisions of Clause 3.A.II of the MCA's General Circular No. 20/2020 dated May 5, 2020, the matters of Special Business as appearing at Item Nos. 4, 5 and 6 of the accompanying Notice, are considered to be unavoidable by the Board and hence, form part of this Notice.
• 1. The Explanatory Statement setting out the material facts in respect of the business under item nos. 4, 5 and 6 to be transacted at the AGM, as set out in this Notice is annexed hereto and forms part of this Notice.
• 1. Pursuant to the provisions of Sections 112 and 113 the Companies Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to the MCA circulars through VC or OAVM, the requirement of physical attendance of Members has been dispensed with. Accordingly, in terms of the MCA circulars and the SEBI circular, the facility for appointment of proxies by the Members will not be available for this AGM and hence the proxy form, attendance slip and route map of AGM are not annexed to this Notice.
• 1. Members attending the Meeting through VC or OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act.
• 1. The Members can join the AGM in the VC or OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the AGM by following the procedure mentioned in this Notice. The Members will be able to view the proceedings on National Securities Depository Limited's ('NSDL') e-voting website at www.evoting.nsdl.com. The facility of participation at the AGM through VC or OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the 22nd AGM without any restriction on account of first-come-first-served principle.
• 1. Institutional or Corporate Shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (.pdf or .jpg Format) of its Board or governing body Resolution Authorization etc., authorizing its representative to attend the AGM through VC or OAVM on its behalf and to vote through e-voting. The said Resolution or Authorization shall be sent to Scrutinizer by e-mail through its registered email address to tchatterjeeassociates@gmail.com with a copy marked to evoting@nsdl.co.in and investor@speciality.co.in.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act and all other documents referred to in the Notice will be available for inspection in electronic mode. Members can inspect the same by sending an email to investor@speciality.co.in.
• 1. Members can also write to the Company on or before September 19, 2021 for obtaining relevant documents through e-mail on investor@speciality.co.in. The same will be suitably replied to by the Company.
• 1. The Register of Members and the Share Transfer Books of the Company shall remain closed from Tuesday, September 14, 2021 to Monday, September 20, 2021 (both days inclusive).
• 1. Members are requested to address all correspondence including dividend matters, to the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited, C 101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai - 400 083 (the "Registrar" or "Transfer Agent").
• 1. Members holding shares in dematerialized form are requested to intimate any change in their address or email address or bank mandate to their respective Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or email address or bank mandates to the Registrar of the Company.
• 1. Unclaimed dividend for the financial years from 2013-14 to 2014-15 are held in separate bank accounts and members who have not received the dividend or encashed the warrants are advised to claim such amount from the Company or Registrar. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account and the shares on which such dividend remained unclaimed or unpaid will be transferred to Investor Education and Protection Fund ("IEPF") established by the Central Government as per Section 124 of the Companies Act.

Following are the details of unpaid dividend which is due for transfer to IEPF:

Financial Year	Date of Declaration of Dividend	Last date to claim unclaimed dividend
2013-14	15-09-2014	14-10-2021

The Registrar of the Company has already written to the shareholders whose dividend is unclaimed or unpaid informing them about the due dates of transfer to IEPF for these payments, attention of the shareholders is again drawn to this matter through this Annual Report.

• 1. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the IEPF. The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.
• 1. Pursuant to the provisions of Section 124 of the Companies Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The Company had, accordingly, transferred ` 61,000/- being the unpaid and unclaimed dividend amounts pertaining to Dividend of Financial Year 2012-13, during the year 2020, to the IEPF.
• 1. The Company has been sending reminders to Members having unpaid/ unclaimed dividends before transfer of such dividend(s) to IEPF. Details of the unpaid/unclaimed dividend are also uploaded on the website of the Company at www.speciality.co.in. Members who have not encashed dividend of Financial Year 2013-14 and 2014-15 declared by the Company, are advised to write to the Company immediately.
• 1. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, 1,634 Equity Shares of ` 10/- each on which the dividend remained unpaid or unclaimed for seven consecutive years, were transferred during the year 2020, to the IEPF Account, after following the prescribed procedure.

Further, Members who have not claimed / encashed their dividends for financial year 2013-14 are advised to claim the same. In case valid claim is not received, the Company will proceed to transfer the respective shares to the IEPF Account in accordance with the procedure prescribed under the IEPF Rules.

• 1. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company or the Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.speciality. co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com.
• 1. At the twentieth annual general meeting of the Company held on August 23, 2019, the Members approved appointment of M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) as the Statutory Auditors of the Company 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, subject to ratification of their appointment by the Members at every annual general meeting, if so required under the Companies Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every annual general meeting has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the twenty-second AGM.
• 1. Documents for inspection will be available electronically, without any fee, from the date of circulation of this Notice up to the date of the AGM. Members seeking to inspect such documents can send an e-mail to investor@speciality.co.in stating their DP ID and Client ID or Folio No.

22. Voting through electronic means:

• (i) In compliance with Section 108 of the Companies Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of Listing Regulations, the Company is pleased to provide its Members facility of remote e-voting (to cast their vote electronically from a place other than the venue of the AGM) through e-voting services provided by National Securities Depository Limited (NSDL) on all resolutions specified in this Notice.
• (ii) The Remote e-voting commences on Friday, September 17, 2021 (from 09:00 a.m. Indian Standard Time, "IST") and ends on Sunday, September 19, 2021 (at 5.00 p.m. IST). E-voting shall not be allowed after the aforesaid date and time. During this period Members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date, being Monday, September 13, 2021 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL thereafter.
• (iii) Members will be provided with the facility for voting through electronic voting during the video conferencing proceedings during the AGM and Members participating during the AGM, who have not already cast their vote by remote e-Voting, will be eligible to exercise their right to vote during such proceedings of the AGM. Members who have cast their vote by remote e-voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled to cast their vote again on such resolution(s) for which the member has already cast the vote through remote e-voting.
• (iv) A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting before the AGM as well as e-voting during the AGM. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by use of e-voting for all those Members who are present during the AGM through VC or OAVM, but have not cast their votes by availing the e-voting facility. The e-voting module shall be disabled by NSDL for voting 15 minutes after the conclusion of the AGM.
• (v) Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Detail of the process and manner of remote e-voting along with the user ID and password is being sent to all the members along with the Notice.
• (vi) The voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date being Monday, September 13, 2021.
• (vii) The Board has appointed M/s. T. Chatterjee & Associates, Practicing Company Secretaries firm (ICSI Firm Unique Code No.: P2007WB067100) represented by Ms. Binita Pandey – Company Secretary, failing her Ms. Sumana Mitra – Company Secretary both Partners of M/s. T. Chatterjee & Associates (the "Scrutinizer") as a scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
• (viii) The Scrutinizer will submit his report to the Chairman or in his absence any other Director authorised by the Board after the completion of the scrutiny of the e-voting (votes cast during the AGM and votes casted through remote e-voting), not later than 48 hours from the conclusion of the AGM.
• (ix) The Chairman or in his absence any other Director authorised by the Board shall forthwith on receipt of the Consolidated Scrutinizer's Report, declare the results of the voting. The Result declared, along with the Scrutinizer's Report, shall be placed on the Company's website www.speciality.co.in and on the website of NSDL after their declaration, and communicated to the BSE Limited and the National Stock Exchange of India Limited.

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

Step 1: Access to NSDL e-Voting system

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

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of	Login
shareholders	Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl. com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Login method for Individual shareholders holding securities in demat mode is given below:

	If you are not registered for IDeAS e-Services, option to register is available at https://eservices. nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

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

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

	Manner of holding shares i.e.	Your User ID is:
Demat (NSDL or CDSL) or Physical
a)	For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b)	For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

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

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

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
3. 1. Now you are ready for e-Voting as the Voting page opens.
4. 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5. 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
6. 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to tchatterjeeassociates@gmail.com with a copy marked to evoting@ nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote, Assistant Manager, NSDL at evoting@nsdl.co.in.

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

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to corporate@speciality.co.in.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to corporate@speciality.co.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

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

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/ OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. 1. Members are encouraged to join the Meeting through Laptops for better experience.
3. 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
4. 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. 1. Shareholders who would like to express their views or ask questions during the meeting may register themselves as a speaker by sending their request mentioning their name, demat account number/folio number, e-mail id, mobile number at investor@speciality.co.in between Monday, September 13, 2021 to Saturday, September 18, 2021. Those Members who have pre-registered themselves as a speaker will only be allowed to express their views or ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. The speaker shall ensure being connected to a device with a video or camera along with good internet speed for the same. Those speakers whose names are called out by the Chairman and are not available will not be allowed to speak later to ensure proceedings flow in a smooth manner.
6. 1. When a pre-registered speaker is invited to speak at the AGM but he or she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video or camera along with good internet speed.
7. 1. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the AGM.
8. 1. Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in / 1800 1020 990 /1800 224 430 or contact Mr. Amit Vishal, Asst. Vice President, NSDL or Ms. Pallavi Mhatre, Manager, NSDL at evoting@nsdl.co.in
9. 1. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. Monday, September 13, 2021, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/ RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/ Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Monday, September 13, 2021 may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-Voting system".
10. 1. Pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and as required under Secretarial Standards 2 on General Meetings issued by The Institute of Company Secretaries of India, the details of Director seeking appointment or re-appointment at the AGM have been annexed to this Notice.
11. 1. As per the provisions of Section 72 of the Companies Act, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in single name and who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record fresh nomination, he may submit the same in Form SH-14. Members holding shares in electronic form may obtain nomination forms from their respective Depository participant.
12. 1. To support the "Green Initiative", Members who have not registered their email addresses are requested to register the same with Registrar or their depository participants, in respect of shares held in physical or electronic mode, respectively.
13. 1. In terms of Amendment to Regulation 40 of the Listing Regulations, vide Gazette notification dated June 8, 2018 and the Securities and Exchange Board of India Notification dated November 30, 2018, which has mandated that the request for transfer of shares will be processed only if the shares are held in dematerialised form (DEMAT) (except in case transmission or transposition of shares) with effect from April 1, 2019. The Company has sent reminders to shareholders holding shares in physical form to dematerialise their shares promptly to avoid inconvenience.
14. 1. SEBI through its Circular No. SEBI/HO/MIRSD/DOP1/CIR /P/2018/73 dated April 20, 2018 has directed all the listed companies to record the PAN of all the shareholders and Bank Account details of registered shareholder. The Company has sent intimations to eligible shareholders to update Permanent Account Number (PAN) and bank account details of shareholder(s) in the Members' register.

Explanatory Statement pursuant to Section 102 (1) of the Companies Act.

The following Explanatory Statement sets out the material facts relating to the business under Item Nos. 4, 5 and 6 of this Notice dated August 14, 2021.

Item No. 4: Re-appointment of Mrs. Suchhanda Chatterjee (DIN: 00226893) as a Whole-time Director of the Company:

1. Mrs. Suchhanda Chatterjee was appointed as Whole Time Director of the Company at the meeting of the Board held on May 26, 2018 for a period of three years effective from July 1, 2018 up to June 30, 2021. The appointment was approved by the Members at the annual general meeting held on August 27, 2018.

2. 1. Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on June 23, 2021 has, subject to the approval of the Members, approved re-appointment of Mrs. Suchhanda Chatterjee as the Whole Time Director of the Company for a period of three years with effect from July 1, 2021. The Board has also approved terms of remuneration payable to her during her tenure as the Whole Time Director. The re-appointment of Mrs. Suchhanda Chatterjee as Whole Time Director and payment of remuneration is subject to the approval of the Members of the Company and subject to such other approvals of applicable authorities, if any, under applicable laws.
3. 1. Pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, read with Schedule V of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the re-appointment of Mrs. Suchhanda Chatterjee as Whole Time Director is subject to approval of the Members of the Company in the AGM.
4. 4 Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Regulation 17(6)(e) of the Listing Regulations, was inserted with effect from April 1, 2019, which provides that the approval of the shareholders by way of a special resolution in a general meeting shall be obtained in the event the annual remuneration payable to executive directors who are promoters or member of the promoter group exceeds rupees 5 crore or 2.5 per cent of the net profits of the listed entity, whichever is higher; or where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity.

Mrs. Suchhanda Chatterjee is the promoter of the Company and her proposed aggregate annual remuneration exceeds 5% of the net profits of the Company for the Financial Year 2020-21. In order to comply with the requirement of Regulation 17(6)(e) of the listing regulations, approval of the Shareholders is being sought by way of Special Resolution.

• 1. Pursuant to the Companies Act, if the Company has no profits or if its profits are inadequate in any financial year, the Whole-time Director of the Company shall be entitled to draw remuneration not exceeding the limits prescribed in Schedule V of the Companies Act.
• 1. Mrs. Suchhanda Chatterjee has also been holding the managerial position in Situations Advertising and Marketing Services Private Limited and has drawn remuneration for the financial year 2020-21. Since, Mrs. Suchhanda Chatterjee is drawing remuneration in more than one company, in terms of Section II of Part II of Schedule V of the Companies Act, the total remuneration drawn by her from both the companies did not exceed the higher of the maximum limit admissible from any one of the companies in which she is a managerial person.

7. Background of Mrs. Suchhanda Chatterjee is set out below:

Mrs. Suchhanda Chatterjee holds a Bachelor's degree in Arts and has been the Whole-time Director of the Company since July, 2010. She has over 20 years of experience in the Hospitality Industry.

• 1. A draft of the letter of appointment proposed to be issued by the Company to Mrs. Suchhanda Chatterjee in connection with her reappointment as the Whole-time Director of the Company and setting out the terms and conditions of her re-appointment, including the remuneration, is available for e-inspection by the members on all working days, except Saturdays, during business hours, upto the date of the meeting.
• 1. Save and except Mrs. Suchhanda Chatterjee, Mr. Anjan Chatterjee (who is the spouse of Mrs. Suchhanda Chatterjee) and Mr. Avik Chatterjee (who is the Son of Mr. Anjan Chatterjee and Mrs. Suchhanda Chatterjee) to the extent of their shareholding interest in the Company, none of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested financially or otherwise in the Resolution set out under Item No. 4 of the Notice.
• 1. The Board recommends the resolution as set out under Item No. 4 of the accompanying Notice for approval of the Members to be passed as a Special Resolution.

• The additional information, as required under Section II of Part II of Schedule V of the Companies Act, has been set forth below:

	Particulars	Name of the Director
		Mrs. Suchhanda Chatterjee
(I)	General Information:
(i)	Nature of Industry:	The Company is engaged in the business of Food and Beverages / Hospitality industry.
(ii)	Date or expected date of Commencement of commercial production	Not applicable
(iii)	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:	Not applicable
(iv)	Financial performance based on				` in Millions
	given indicators:	Particulars		Financial Years
			2020-21	2019-20	2018-19
		Paid-up Capital	469.6	469.6	469.6
		Other Equity	900.3	1,191.2	1,751.1
		Turnover & Other Income	1,668.0	3,679.1	3,558.2
		Total Comprehensive loss for the year	(290.8)	(388.5)	(67.9)
(v)	Foreign investment or collaborations, if any	Speciality Hospitality UK Limited, wholly owned Subsidiary (WOS) company of the Company has a joint venture with Homage Ventures LLP to setup, own and operate restaurant in London, United Kingdom under Caterland Hospitality Ltd, step down subsidiary company of the Company. The Company has invested GBP 10,33,500 in the WOS Company by way of subscription of 10,33,500 fully paid-up equity shares of GBP 1 each of the WOS company. Speciality Hospitality US, Inc., wholly owned Subsidiary (WOS) company of the Company has a joint venture with Associated Hospitality & Developers LLC to setup, own and operate restaurants in United States of America under Foodland Ventures LLC. The Company has invested USD 1,00,000 in the WOS Company by way of subscription of 1,00,000 fully paid-up equity shares of USD 1 each of the WOS company.
(II)	Information about Director
(i)	Background details	Please refer paragraph 7 of the Explanatory Statement.
(ii)	Past remuneration	The remuneration drawn for last three financial years (FY): FY 2018-19: 2.10 million<br>FY 2019-20: 2.01 million FY 2020-21: ` 0.39 million
(iii)	Recognition or Awards	The Company has won awards for various brands. The details of the awards are given on page no. 42 of the Annual Report.
(iv)	Job profile and her suitability	Mrs. Suchhanda Chatterjee has over 20 years of experience in the field of Hospitality Industry. She has contributed significantly to the achievements of the Company and the Board is of the opinion that her continuing appointment would be beneficial to the Company.
(v)	Remuneration proposed	The proposed remuneration comprises of basic salary, allowances, perquisites, commission, incentive remuneration and benefits as mentioned under Item No. 4 of this Notice subject to the provisions of Schedule V of the Companies Act.
(vi)	Comparative remuneration profile	Taking into consideration the size of the Company, the profile of Mrs. Suchhanda
	with respect to industry, size of the	Chatterjee, the responsibilities shouldered by her and the industry benchmarks, the
	company, profile of the position and	remuneration proposed to be paid is in commensurate with the remuneration package
	person	paid to similar senior level counterpart(s) in the industry.
(vii)	Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, or other director, if any	Except for the remuneration paid to her, to the extent of shares held and the related party transactions entered into with the Company by her, Mr. Anjan Chatterjee and Mr. Avik Chatterjee, relatives of Mrs. Suchhanda Chatterjee, which has been approved by the Audit Committee, Mrs. Suchhanda Chatterjee, has no other pecuniary relationship with the Company except Mr. Anjan Chatterjee and Mr. Avik Chatterjee (Spouse and Son of Mrs. Suchhanda Chatterjee).

	Particulars	Name of the Director
		Mrs. Suchhanda Chatterjee
(III)	Other Information
(i)	Reasons of loss or inadequate profits	Due to Covid-19 pandemic and resultant lockdowns and restrictions imposed on dine-in restaurant, which impacted the business of the Company resulting in more than 50% reduction in revenue and thereby loss during the financial year 2020-21.
(ii)	Stepstaken or proposed to be taken for improvement	The Company has initiated aggressive cost control measures to neutralize the impact of reduction in revenue and stringent exercise of rationalization of restaurant operations with the aim of optimising the cost and improving the revenues and profits.
(iii)	Expected increase in productivity and profits in measurable terms	The Company expects to achieve desired level of revenue and profitability over a period of time.
(IV)	Disclosures:	The relevant disclosures with regard to the remuneration, service contracts, notice period, stock options etc., have been given on page no. 73 of the Annual Report.

Item No. 5: Re-appointment of Mr. Ullal R. Bhat (DIN: 00008425) as an Independent Director of the Company:

• 1. Mr. Ullal R. Bhat (DIN: 00008425) was appointed as an Independent Director of the Company with effect from April 28, 2017 for a period of five (5) years up to April 27, 2022. The Members of the Company at the annual general meeting held on August 21, 2017, approved appointment of Mr. Ullal R. Bhat as an Independent Director of the Company for a term of five years with effect from April 28, 2017 upto April 27, 2022 ("First Term"), not liable to retire by rotation.
• 1. The term of office of Mr. Ullal R. Bhat as an Independent Director is up to April 27, 2022. The Nomination and Remuneration Committee, on the basis of the report of performance evaluation, has recommended 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.
• 1. Mr. Ullal R. Bhat, is aged 70 years. Mr. Bhat would be attaining the age of 75 years on October 14, 2026. In terms of the provisions of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, for the continuation of Mr. Bhat as an Independent Director of the Company from October 14, 2026 to April 27, 2027, consent of the Members is required by way of a Special Resolution.
• 1. The Board of Directors ("Board"), based on the performance evaluation and as per the recommendation of the Nomination and Remuneration Committee, considered that, given Mr. Bhat's background, rich experience and contributions made by him during his first term, the continued association of Mr. Ullal R. Bhat would be beneficial to the Company and it is desirable to continue to avail his services as an Independent Director.
• 1. Mr. Ullal R. Bhat is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act and has given his consent to act as a Director. He is not debarred from holding the office of Director by virtue of any SEBI Order or any other authority.
• 1. The Company has also received declaration from Mr. Ullal R. Bhat that he meets the criteria of independence as prescribed both under Section 149(6) of the Companies Act and under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").
• 1. The Company has received notice in writing from a member under Section 160 of the Companies Act, proposing the candidature of Mr. Ullal R. Bhat, for the office of director of the Company.
• 1. The Board of Directors of the Company at their meeting held on August 14, 2021, on recommendation of Nomination and Remuneration Committee of the Company, re-appointed Mr. Ullal R. Bhat (DIN: 00008425) as an Independent Director of the Company for second term of five (5) consecutive years commencing from April 28, 2022 up to April 27, 2027, subject to approval of the members of the Company.
• 1. Accordingly, it is recommended to the members of the Company to re-appoint Mr. Ullal R. Bhat as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years commencing from April 28, 2022 including upto April 27, 2027 on the Board of the Company.
• 1. Details of Mr. Ullal R. Bhat, seeking re-appointment as an Independent Director of the Company, as required under Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard (SS-2) on General Meetings issued by The Institute of Company Secretaries of India are provided in the "Annexure" to the Notice.
• 1. Mr. Ullal R. Bhat shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission as may be approved by the Members.
• 1. The terms and conditions of the re-appointment and copy of draft letter of re-appointment of Mr. Ullal R. Bhat shall be open for electronic inspection without any fee by the members of the Company during normal business hours on any working day of the Company up to the date of the annual general meeting.
• 1. In the opinion of the Board, Mr. Ullal R. Bhat fulfils the conditions specified in the Companies Act and the rules made thereunder for re-appointment as an Independent Director and is independent of the management of the Company.
• 1. Save and except Mr. Ullal R. Bhat and his relatives to the extent of their shareholding interest, if any, in the Company, none of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested financially or otherwise in the Resolution set out under Item No. 5 of the Notice.
• 1. The Board recommends the resolution set out under Item No. 5 of the accompanying Notice for approval of members as a Special Resolution.

Item No. 6: Payment of remuneration to Non-Executive Directors:

• 1. In view of Sections 149, 197 and other relevant provisions of the Companies Act, and taking into consideration the roles and responsibilities of the Non-Executive Directors, it is proposed that the Non-Executive Directors be paid for each of the three financial years commencing from April 1, 2021 and extending upto and including the financial year of the Company ending on March 31, 2024 remuneration not exceeding one percent per annum of the net profits of the Company computed in accordance with the provisions of the Companies Act. This remuneration will be distributed amongst all the Non-Executive Directors of the Company in accordance with the directions given by the Board, subject to the provisions of the Companies Act. This remuneration shall be in addition to the fee payable to the Non-Executive Directors for attending the meetings of the Board or its Committees or general meetings or for any other purpose whatsoever as may be decided by the Board and reimbursement of such expenses.
• 1. Regulation 17(6) of the Listing Regulations authorises the Board of Directors to recommend all fees and compensation, if any, paid to Non-Executive Directors, including Independent Directors and the same would require approval of members in general meeting.
• 1. Accordingly approval of the members is sought by way of a Special Resolution under the applicable provisions of the Companies Act for payment of remuneration to the Non-Executive Directors of the Company for a period of three financial years commencing from April 1, 2021 and extending upto and including the financial year of the Company ending on March 31, 2024.
• 1. Subject to the approval of the Central Government if required, under Section 197 and Schedule V of the Companies Act and in accordance with the Nomination and Remuneration Policy of the Company, in case of inadequacy of profits or no profits, the Company shall pay remuneration to the Non-Executive Directors of the Company at such amount as may be decided by the Board within the prescribed limits under Schedule V of the Companies Act.
• 1. All the Non-Executive Directors and their relatives of the Company may be deemed to be concerned or interested in the Resolution set out at Item No. 6 of the Notice to the extent of the remuneration that may be received by them. None of the other directors or key managerial personnel or their relatives are in any way concerned or interested financially or otherwise in this resolution.
• 1. The Board recommends the resolution as set out at Item No. 6 for approval of the Members to be passed as a Special Resolution.

Place: Mumbai Date: August 14, 2021

Registered Office: Uniworth House, 3A, Gurusaday Road, Kolkata 700 019 CIN: L55101WB1999PLC090672 E-mail: corporate@speciality.co.in Phone: 033-22837964. Website: www.speciality.co.in

By Order of the Board For Speciality Restaurants Limited

Avinash Kinhikar Company Secretary & Legal Head (Membership No. FCS 8364)

Details of the Director seeking appointment or re-appointment at the 22nd AGM

Name of the Director	Mr. Indranil Chatterjee	Mrs. Suchhanda Chatterjee	Mr. Ullal R. Bhat
Director Identification Number (DIN)	00200577	00226893	00008425
Date of Birth and Age	April 22, 1960, 61 years	October 9, 1965, 56 years	October 14, 1951, 70 years
Date of First Appointment on the Board	August 18, 2005	December 1, 1999	April 28, 2017
Qualifications	B.Com., Post Graduate Diploma in Business Management	B.A.	M. Sc. from Indian Institute of Technology, Kanpur and attended advanced courses on Finance at the Harvard Business School, Boston and Indian Institute of Management, Ahmedabad. He is a Fellow of the Chartered Institute of Bankers, London.
Brief Resume	Mr. Indranil Chatterjee, is Deputy Managing Director of the Company. He has been a Director of the Company since August 18, 2005. He holds a Bachelor's Degree in Commerce from University of Calcutta and a Post Graduate Diploma in Business Management from Institute of Modern Management, Calcutta.	Mrs. Suchhanda Chatterjee is a whole-time Director of the Company. She has been Director of the Company since December 1, 1999. She holds a Bachelor's Degree in Arts from University of Calcutta. She has over 20 years of experience in the Hospitality industry.	Mr. Ullal Ravindra Bhat is one of India's well known investment managers having managed foreign institutional investments in Indian equities for more than two decades. He was the Chief Investment Officer of Jardine Fleming in India for 7 years, which subsequently became a part of JP Morgan, advising the India dedicated funds of the Flemings group. He joined the Dalton group, UK in 2005 to lead their entry into India as the Managing Director of Dalton Capital Advisors (India) Pvt. Ltd., advising foreign institutional investors investing in India. He has co-founded Alphaniti Fintech Pvt.Ltd., a new age Investment Advisory Co. offering data-driven, rule-based and tech-enabled investment products. He is an M.Sc. from Indian Institute of Technology, Kanpur and has attended advanced courses on Finance at the Harvard Business School, Boston and Indian Institute of Management, Ahmedabad. He is a Fellow of the Chartered Institute of Bankers, London. He is a respected commentator in the electronic and print media and has authored a well regarded editorial column for more than a decade in the Economic Times, one of the world's largest financial dailies. He was closely involved in formulating policies for benchmark indices for the Stock Exchange, Mumbai as a member of its Index Committee. He has been active in the area of Corporate Governance both in his writing and speaking engagements, as also as a past member of the Corporate Governance Committee of the Indian Merchants Chamber. He has served on the Boards of several companies in India as an independent Director. He is currently on the Board of Repro India Ltd as an Independent Director of the Company.
Current Designation	Deputy Managing Director	Whole-time Director designated as Director Interior & Design.	Independent Director
Nature of expertise in specific functional areas	Over 30 years of experience in the field of Finance and Marketing. He brings to the table his well rounded management skills and strategic inputs for the Company's growth and expansion plans.	Over 20 years of experience in the Hospitality industry.	Expertise in the field of Capital Market, Finance and Banking.

(Pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard (SS-2) on General Meetings issued by the Institute of Company Secretaries of India)

Name of the Director	Mr. Indranil Chatterjee	Mrs. Suchhanda Chatterjee	Mr. Ullal R. Bhat
Details of other Directorships/Membership/ Chairmanships of the Committees of other Boards*
(i) Names of listed entities in which the person holds the Directorship and	Deputy Managing Director of Speciality Restaurants Limited.	Whole-Time Director of Speciality Restaurants Limited	Repro India Limited
(ii) the Membership of Committees of the Board **	Speciality Restaurants Limited Stakeholders Relationship Committee – Member	_	Speciality Restaurants Limited Audit Committee – Chairman Repro India Limited – Audit Committee - Chairman
Disclosure of relationship with other Directors inter se, Manager, and other Key Managerial Personnel of the Company.	Not related to any Director, Manager and other Key Managerial Personnel of the Company.	Not related to any Director, Manager, and other Key Managerial Personnel of the Company except Mr. Anjan Chatterjee, Chairman & Managing Director and Mr. Avik Chatterjee, Whole-time Director of the Company.	Not related to any Director, Manager and other Key Managerial Personnel of the Company.
No. of shares held in the Company	1,299	1,19,70,000	Nil
Terms and conditions of appointment	Not applicable since the Whole-time Director retires by rotation in this AGM.	Refer Item No. 4 of the Notice of the AGM dated August 14, 2021	Refer Item No. 5 of the AGM Notice dated August 14, 2021.
Details of remuneration sought to be paid	Not Applicable since the Whole-time Director retires by rotation. Members have already approved resolution for designating and appointment of Mr. Indranil Chatterjee as a Deputy Managing Director of the Company for a period of three years with effect from February 3, 2020 up to February 2, 2023 at the 21st AGM held on September 22, 2020.	Refer Item No. 4 of the Notice of the AGM dated August 14, 2021	Refer Item No. 5 of the AGM Notice dated August 14, 2021.
Last drawn remuneration	<br>7,71,600/-<br>for<br>the<br>financial year 2020-21. | 3,93,747/- for the financial year 2020-21.	Sitting Fees of ` 4,20,000/- was paid during Financial Year 2020-21.
No of meetings of the Board attended during the financial year 2020-21	4 Meetings	2 Meetings	4 Meetings

* Excludes Directorships in Private Limited Companies, Foreign Companies and Government Bodies

**Only two committees viz. Audit Committee and Shareholders Relationship Committee have been considered.