Speciality Restaurants Limited

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CIN: L55101WB1999PLC090672 Email : [email protected] Morya Land Mark – 1, 4th Floor, B-25, Veera Industrial Estate, Off New Link Road, Andheri (W), Mumbai 400 053 Tel. No. (022) 62686700 Website-www.speciality.co.in

May 29, 2024

To,
General Manager,	Vice President,
Listing Department,	Listing Department,
BSE Limited,	National Stock Exchange of India Limited,
P.J. Tower, Dalal Street,	'Exchange Plaza', Bandra Kurla Complex,
Mumbai - 400 001.	Bandra (E), Mumbai - 400 051.
Scrip Code: 534425	Scrip Code: SPECIALITY

Dear Sir/ Madam,

Sub: Notice of the Meeting of the Equity Shareholders of Speciality Restaurants Limited being convened as per the directions provided in the Order of the Hon’ble National Company Law Tribunal, Kolkata Bench (‘NCLT’) in the matter of the Scheme of Arrangement amongst Speciality Restaurants Limited (“SRL” or the “Company” or “Demerged Company”) and Speciality Hotels India Private Limited (“SHIPL” or “Resulting Company”) and their respective shareholders and creditors (“Scheme”).
Ref: Scheme of Arrangement amongst Speciality Restaurants Limited and Speciality Hotels India Private Limited and their respective shareholders and creditors.

This is to inform that by an order dated April 5, 2024 read with Corrigendum to the Order dated April 5, 2024 received on May 20, 2024 passed in MA (Companies Act) 9/KB/2024 in CA(CAA) 217/KB/2023 (collectively, the “Order” ), the NCLT has directed, inter alia, that a meeting of the Equity Shareholders of the Company be convened and held within 45 days of the issue of the order or any adjourned dates thereof through video-conferencing or other audio-visual means ( “VC/OAVM” ) ( “Meeting” ) to consider and if thought fit, with or without modification(s), approve the Scheme.

As per the directions of the NCLT, a Meeting of the equity shareholders of the Company is being convened on Monday, July 1, 2024 at 03.00 p.m. (IST) through VC/OAVM mode, in compliance with the provisions of the Companies Act, 2013 ( “Companies Act” ) and related Rules, read with the applicable general circulars issued by the Ministry of Corporate Affairs in relation to conducting general meeting through VC/OAVM with facility for e-voting, Regulation 44 and other provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India.

We hereby enclose a copy of the Notice dated May 27, 2024 convening the Meeting along with the Statement under Section(s) 102, 230 to 232 and other applicable provisions of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI Listing Regulations and applicable SEBI Circulars (together referred to as ‘Notice’) and the related Annexures. The said notice along with annexures is being made available on the website of the Company at www.speciality.co.in

Registered Office : ‘Uniworth House’ 3A, Gurusaday Road, Kolkata – 700019.

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The Notice of the Meeting along with Annexures is sent ONLY through electronic means to the equity shareholders of the Company as on Friday, May 24, 2024, at their e-mail address registered with the Company/Registrar and Transfer Agents (‘RTA’)/Depository Participants (‘DPs’)/ Depositories.

The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through remote e-voting/e-voting and registration of e-mail address of the shareholders for the Meeting are provided in the ‘Notes’ section of the Notice.

The Notice along with annexures can be viewed / downloaded from the weblink as under: https://www.speciality.co.in/pdf/pdf_4/Scheme-of-Arrangement/Notice-of-the-NCLT-convenedmeeting-of-the-equity-shareholders-of-SRL-for-the-Scheme-of-Arrangement.pdf

This is for your information and records.

Thanking you. Yours sincerely, For Speciality Restaurants Limited

AVINASH Digitally signed by AVINASH MADHUKAR MADHUKA KINHIKAR Date: 2024.05.29 R KINHIKAR 14:44:12 +05'30'

Authorized Signatory

Name: Avinash Kinhikar Designation: Company Secretary & Legal Head

Registered Office : ‘Uniworth House’ 3A, Gurusaday Road, Kolkata – 700019.

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Corporate Identity Number (CIN): L55101WB1999PLC090672

Registered Office : Uniworth House, 3A, Gurusaday Road, Kolkata 700019. Tel. No.: (91 33) 2283 7964 Corporate Office: Morya Landmark I, 4th Floor, B/25, Veera Industrial Estate, Off. New Link Road, Andheri West, Mumbai- 400053. Tel. No.: (91 22) 6268 6700

Website: www.speciality.co.in; Email: [email protected]

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF SPECIALITY RESTAURANTS LIMITED PURSUANT TO THE ORDER DATED APRIL 5, 2024 READ WITH CORRIGENDUM TO THE ORDER DATED APRIL 5, 2024 RECEIVED ON MAY 20, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH

HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH	HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH
Meeting Details
Day	Monday
Date	July1,2024
Time	03.00 p.m. (IST)
Mode of Meeting	Through Video Conferencing (VC) / Other Audio Visual Means (OAVM).
Cut-offdatefore-voting	Monday, June24,2024
Remote e-voting start date and time	Thursday, June27,2024at 09.00 a.m. (IST)
Remote e-voting end date and time	Sunday, June 30,2024at 5.00 p.m. (IST)
E-Voting during the Tribunal ConvenedMeeting	E-voting facility shall also be available to the Equity Shareholders of the Company during the NCLTConvenedMeeting of Equity Shareholders.

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Sr. No.	Index	Page No.
1.	Notice of meeting of the equity shareholders of Speciality Restaurants Limited as per the directions of the National Company Law Tribunal, Kolkata Bench (“NCLT”).	3
2.	Explanatory Statement under Sections 230(3), 232(1), 232(2), 102 and other applicable provisions of the Companies Act, 2013 (“Companies Act”) and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	12
3.	Annexure 1: Scheme of Arrangement between Speciality Restaurants Limited (SRL) and Speciality Hotels India Private Limited (SHIPL) and their respective shareholders and creditors.	22
4.	Annexure 2:Share Entitlement Report dated October 19, 2022 for the proposed Scheme of Arrangement issued by Ms. Madhumita Karar, IBBI Registered Valuer.	47
5.	Annexure 3:Fairness Opinion Report dated October 20, 2022 pertaining to the share entitlement ratio issued by Horizon Management Private Limited, a SEBI registered Category I Merchant Banker	59
6.	Annexure 4: a. Report of Board of Directors of Speciality Restaurants Limited (SRL) and Speciality Hotels India Private Limited (SHIPL) pursuant to the provisions of Section 232(2) (c) of the Companies Act. b. Report of the Audit Committee of SRL c. Report of the Independent Directors of SRL	67
7.	Annexure 5:Observation Letter dated June 1, 2023 issued by BSE Limited (“BSE”).	79
8.	Annexure 6:Observation Letter dated June 1, 2023 issued by National Stock Exchange of India Limited (“NSE”).	82
9.	Annexure 7:Copies of the complaints reports fled by SRL with BSE and NSE.	85
10.	Annexure 8: Certifed true copy of Board Resolution of SRL and SHIPL approving Scheme.	89
11.	Annexure 9:Audited fnancial statements for the Financial Year 2023-24 of SRL and SHIPL.	95
12.	Annexure 10:Certifcate from the Statutory Auditors that the proposed Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act.	141
13.	Annexure 11:Information pertaining SHIPL in the format specifed for abridged prospectus by the Securities and Exchange Board of India.	143
14.	Annexure 12:List of litigations	154

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 read with applicable SEBI Circulars and Annexure 1 to Annexure 12 (page nos. 22 to 155) constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

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Form No. CAA 2

(Pursuant to Section 230 (3) of the Companies Act, 2013 and Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016)

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT KOLKATA

COMPANY APPLICATION (CAA) No. 217 of 2023

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH

THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND OTHER APPLICABLE PROVISIONS OF LAW

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SPECIALITY RESTAURANTS LIMITED AND SPECIALITY HOTELS INDIA PRIVATE LIMITED AND ITS RESPECTIVE SHAREHOLDERS AND CREDITORS

Speciality Restaurants Limited, a company incorporated under the Companies Act, 1956, having its CIN: L55101WB1999PLC090672, and its registered office at “Uniworth House”, 3A Gurusaday Road, Kolkata, West Bengal - 700019, within the aforesaid jurisdiction.

… The First Applicant Company / Demerged Company

NOTICE CONVENING THE MEETING OF

THE EQUITY SHAREHOLDERS OF SPECIALITY RESTAURANTS LIMITED

To,

The Equity Shareholders of

Speciality Restaurants Limited

Notice is hereby given that, by an order dated April 5, 2024 read with Corrigendum to the Order dated April 5, 2024 received on May 20, 2024 passed in MA (Companies Act) 9/KB/2024 in CA(CAA) 217/KB/2023 (collectively, the “Order” ) in the abovementioned Company Application, the Kolkata bench of the Hon’ble National Company Law Tribunal (“ NCLT ”) has directed a meeting to be convened and held of the equity shareholders of Speciality Restaurants Limited ( “Company”/ “SRL”/ “Demerged Company” ), for the purpose of considering, and if thought fit, approving with or without modification, the scheme of arrangement between the Company and Speciality Hotels India Private Limited (“ SHIPL ” / “ Resulting Company ”) and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232, and other applicable provisions of the Companies Act, 2013 ( “Companies Act ”) (the “ Scheme ” or “ Scheme of Arrangement ”).

In pursuance of the said NCLT Order and as directed therein, further notice is hereby given that a meeting of equity shareholders of the Demerged Company will be held on Monday, July 1, 2024 at 03.00 p.m. (IST) by way of Video Conferencing / Other Audio Visual means ( “VC”/ “OAVM” ) ( “Meeting” ) following the operating procedures (with requisite modifications as may be required) referred to in the Ministry of Corporate Affairs (MCA) inter-alia vide its General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023 (collectively referred to as “MCA Circulars”) has permitted the holding of the General Meeting through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India ( “SEBI” ) vide its Circular No. SEBI/ HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO /CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/ HO/ CFD/CMD2/ CIR/P/2022/62 dated May 13, 2022 and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 ( “SEBI Circulars” ) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ). At the Meeting, the following resolution will be considered and if thought fit, be passed under Section 230 to 232 and other applicable provisions of the Companies Act, 2013.

The NCLT has appointed Ms. Kiran Sharma, Advocate as the Chairperson of the Meeting ( “Chairperson” ). The NCLT has appointed Ms. Sneha Khaitan, Practicing Company Secretary as the Scrutinizer of the Meeting. The above-mentioned Scheme, if approved at the Meeting, will be subject to the subsequent approval of the NCLT.

TAKE NOTICE that in accordance with the said Order and provisions of Section 108 and other applicable provisions of the Companies Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ( “Listing Regulations” ), the Company has engaged the services of National Securities Depository Limited ( “NSDL” ) for the purpose of providing facility of remote e-voting prior to the Meeting and e-voting during the Meeting. Accordingly, voting by equity shareholders of the Company shall be carried out through (a) remote e-voting prior to the Meeting; and (b) e-voting during the Meeting.

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TAKE FURTHER NOTICE that the equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme of Arrangement by casting their votes through remote e-voting prior to the Meeting during the period commencing from 9:00 a.m. IST on Thursday, June 27, 2024 and ending at 5:00 p.m. IST on Sunday, June 30, 2024. The voting rights of equity shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date determined as per applicable law ( “Cut-off Date” ). A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only. The equity shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/ OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting during the Meeting.

TAKE FURTHER NOTICE that the following resolution is proposed under Sections 230 to 232 of the Companies Act and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the provisions of the Memorandum of Association and Articles of Association of the Company, for the purpose of considering, and if thought fit, approving the Scheme of Arrangement between Speciality Restaurants Limited and Speciality Hotels India Private Limited and its respective shareholders and creditors:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the rules, circulars and notifications made thereunder as may be applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), Master Circular No. SEBI/HO/CFD/ DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by the Securities and Exchange Board of India (“SEBI”) and SEBI/ HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023, as amended from time to time, read with the observation letters dated June 1, 2023 issued by BSE Limited and the National Stock Exchange of India Limited and relevant provisions of other applicable laws, the provisions of the Memorandum of Association and Articles of Association of the Company, and subject to the approval of the NCLT and / or the National Company Law Appellate Tribunal or such other forum or authority as may be vested with the appellate jurisdiction in relation to approval of the Scheme of Arrangement and such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” , which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the proposed Scheme of Arrangement between Speciality Restaurants Limited, Demerged Company and Speciality Hotels India Private Limited, Resulting Company and their respective shareholders and creditors (the “Scheme” / “Scheme of Arrangement” ), as per the draft enclosed to this notice, be and is hereby approved;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution and for removal of any difficulties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem desirable, necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and /or making such adjustments in the books of accounts, transfer/vesting of such assets and liabilities as considered necessary to give effect to the above resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to make modifications, amendments, revisions, edits and all other actions as may be required to finalise the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the NCLT while sanctioning the Scheme, or by any governmental authorities, to do and perform and to authorize the performance of all such acts and deeds which are necessary or advisable for the implementation of the Scheme and upon the sanction of the Scheme by, amongst others, the NCLT and/or SEBI and/or any other regulatory/Government authorities, to implement and to make the Scheme effective, without any further approval of the Board or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/ required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder and/or creditor of the Company, the SEBI, the NCLT, and/or any other authority, are in its view not acceptable to the Company, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto, to approve and authorize execution of any agreements, deeds, documents, declarations, affidavits, writings, etc. (including any alterations or modifications in the documents executed or to be executed), whether or not under the Common Seal of the Company, as may be required from time to time in connection with the Scheme.”

TAKE FURTHER NOTICE that a copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, along with the enclosures as indicated in the Index, are enclosed herewith. In compliance with the Order and the MCA Circulars, the notice of this Meeting, together with the documents accompanying the same, is being sent through electronic mode to those equity shareholders of the Company whose e-mail addresses are registered with the Company/ Depository Participant(s) (DPs). A copy of this Notice and the accompanying documents will be hosted on the website of the Company at www. speciality.co.in and will also be available on the website of BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com, respectively and also on the website of NSDL at https://eservices.nsdl.com.

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A copy of the Scheme along with the Explanatory Statement can be obtained free of charge, between 11:00 a.m. to 4:00 p.m. on any day (except Saturday, Sunday and public holidays) upto one day prior to the date of the Meeting from the Registered Office of the Company or by sending a request, along with details of your DP ID and Client ID, by e-mail at [email protected].

The Scheme shall be considered approved by the equity shareholders, in accordance with the provisions of Sections 230 to 232 of the Companies Act.

The Scheme, if approved in the Meeting, will be subject to the subsequent approval of the NCLT.

For and on behalf of Ms. Kiran Sharma, Advocate Chairperson appointed for the Meeting

Sd/Avinash Kinhikar Company Secretary and Legal Head of Speciality Restaurants Limited

Date: May 27, 2024 Place: Mumbai

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

NOTES:

Pursuant to the directions of the NCLT vide its orders dated April 5, 2024 read with Corrigendum to the Order dated April 5, 2024 received on May 20, 2024, the Meeting is being conducted through video conferencing (“VC”) / other audio visual means (“OAVM”) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company.
Only registered equity shareholders of the Company may attend (either in person or by Authorised Representative) the said Meeting of the Equity Shareholders of the Company, being conducted through VC/OAVM and vote at the Meeting.
Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in respect of the business set out in the Notice, is annexed hereto. Further, additional information as required under the Securities and Exchange Board of India (“SEBI”) Master Circular dated November 23, 2021 and June 20, 2023 are also annexed.
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 (specified in the Notice) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the cut-off date, should treat the Notice for information purpose only.
Generally, an equity shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a shareholder of the company. Since this Meeting is being held through VC / OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the Meeting and hence the proxy form and attendance slip are not annexed hereto.
No route map of the venue of the Meeting is annexed hereto, since this Meeting is being held through VC / OAVM.
In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.
Equity shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. Quorum for the Meeting shall be in terms of the Order and Section 103 of the Companies Act.
As per directions of the Order and in terms of circular dated December 28, 2022 read together with the circulars dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022 and September 25, 2023 (including any amendments and clarifications thereto), issued by the Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”), the Notice of the Meeting and the accompanying documents mentioned in the Index are being sent only through electronic mail to those equity shareholders whose e-mail addresses are registered with the Company / Registrar and Transfer Agent / Depository Participant(s) / Depositories.

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The equity shareholders may note that the aforesaid documents are also available on the website of the Company at www. speciality.co.in, on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and the website of NSDL at [email protected].
If so desired, the equity shareholders may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules etc., free of charge.
Equity shareholders attending the Meeting through VC/ OAVM will be counted for the purpose of reckoning the quorum as prescribed under Section 103 of the Act. Further, in terms of the Order, in case the required quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 (thirty) minutes and thereafter, the persons present shall be deemed to constitute the quorum.
Pursuant to the Order of the NCLT, the Company has exercised the option to convene the Meeting of equity shareholders by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular No. 14/2020 dated April 8, 2020. Accordingly, the facility of appointment of proxies by equity shareholders under Section 105 of the Companies Act will not be available for the said Meeting. However, in pursuance of Sections 112 and 113 of the Companies Act read with Rule 10 of the of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a member, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting during the Meeting provided an authority letter/ power of attorney/ a copy of the resolution passed by its board of directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/ OAVM as its representative and certified to be a true copy by a director, the manager, the secretary, or other authorized officer of such body corporate along with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote is emailed to the Scrutinizer at [email protected] with a copy marked to NSDL at [email protected] and to the Company at [email protected] not later than 48 (forty eight) hours before the time scheduled for holding the Meeting. Such corporate members are requested to refer ‘General Guidelines for equity shareholders’ provided herein below, for more information.
The NCLT has appointed Ms. Sneha Khaitan (Membership No. F11977 and CP No. 14929) of M/s. M R & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize votes cast electronically through remote e-voting and e-voting during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The Scrutinizer’s decision on the validity of the votes cast electronically shall be final.
In terms of the directions contained in the Order, the Notice convening the Meeting will be published by Company through advertisement in the Business Standard in English language, having nationwide circulation and in the Aajkaal in Bengali language, having circulation in State of West Bengal indicating the day, date, place and time of the Meeting and stating that the copy of the Scheme, the Explanatory Statement required to be furnished pursuant to Sections 230 to 232 of the Companies Act can be obtained free of charge by emailing the Company at [email protected].
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at investor@speciality. co.in from Wednesday, June 26, 2024 to Friday, June 28, 2024.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Chairperson reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the Meeting.

18. VOTING THROUGH ELECTRONIC MEANS

(i) As per the directions of the NCLT and in terms of the provisions of Section 108 of the Companies Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the Listing Regulations, MCA Circulars and in terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, the Company is pleased to provide the facility of “e-voting” to its equity shareholders, to enable them to cast their votes on the resolution proposed to be passed during the Meeting, by electronic means. The Company has engaged the services of National Securities Depository Limited (“NSDL”), as the authorized agency to provide e-voting (i.e. remote e-voting and e-voting during the Meeting) facility as well as to enable the equity shareholders (or its authorized representatives, as the case may be) of the Company to attend and participate in the Meeting through VC/OAVM. The facility of casting votes by the equity shareholders using remote e-voting system (e-voting from a place other than venue of the Meeting) as well as e-voting during the Meeting will be provided by NSDL. The equity shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting are requested to read the instructions in the Notes below carefully.
(ii) The cut-off date to determine the eligibility to attend and vote by remote e-voting or e-voting during the Meeting shall be as per applicable law ( “Cut-off Date” ) i.e. June 24, 2024. Only those equity shareholders who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting shall be eligible to vote through e-voting system during the Meeting.

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(iii) The remote e-voting period shall commence on Thursday, June 27, 2024 at 9:00 a.m. IST and end on Sunday, June 30, 2024 at 5:00 p.m. IST. The remote e-voting module shall be disabled by NSDL for remote e-voting thereafter.
(iv) The voting rights of the equity shareholders shall be in proportion to their share in the paid-up share capital of the Company as on the Cut-off Date. Any person who is not an equity shareholder of the Company as on the said date should treat this Notice for information purposes only. In case of joint holders attending the Meeting, only such joint holder whose name appears first in order of names in the Register of Members of the Company in respect of such joint holding will be entitled to vote.
(v) Each equity shareholder can opt for only one mode of voting i.e. (a) remote e-voting prior to Meeting; or (b) vote through e-voting system during the Meeting through VC/OAVM as arranged by NSDL on behalf of the Company. The equity shareholders who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote during the Meeting.

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

The remote e-voting period begins on Thursday, June 27, 2024 at 09:00 a.m. and ends on Sunday, June 30, 2024 at 05:00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Monday, June 24, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, June 24, 2024.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

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

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

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices. nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial 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 ore-Voting service provider i.e. NSDLand 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. If you are not registered for IDeAS e-Services, option to register is available athttps:// eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps:// 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 Verifcation 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joiningvirtual meeting& votingduringthe meeting.

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Type of shareholders	Login Method	Login Method
	4.	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. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
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& votingduringthe meeting.

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

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

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 sendinga request [email protected] call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

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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?

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, 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.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
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 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary 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

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user 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.
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 [email protected] 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.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

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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?

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.
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 Meeting”.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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 [email protected] with a copy marked to evoting@ nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
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.
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.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

2. 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 [email protected]. 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 .

3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

4. 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 MEETING ARE AS UNDER:-

The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the Meeting 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 Meeting.
Members who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

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

Member will be provided with a facility to attend the Meeting 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” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join 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.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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.
Equity shareholders who have not registered their e-mail address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Equity shareholders holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.speciality. co.in duly filled and signed along with requisite supporting documents to Link In Time India Private Limited, C 101, Embassy 247, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.
Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the equity shareholders from the date of circulation of this Notice up to the date of Meeting. Equity shareholders seeking to inspect such documents can access the same on the website of the Company at www.speciality.co.in.

21. DECLARATION OF RESULTS ON THE RESOLUTION

(i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favour and against the resolution and invalid votes, if any and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.
(ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 2 (two) working days from the conclusion of the Meeting upon receipt of the Scrutinizer’s Report. The results declared, along with the Scrutinizer’s Report, shall be displayed on the notice board of registered office of the Company and hosted on the Company’s website at www.speciality.co.in and on the website of NSDL at https://eservices. nsdl.com immediately after the result is declared. The Company shall also simultaneously forward the results along with the Scrutinizer’s Report to BSE Limited and National Stock Exchange of India Limited, the stock exchanges where the Company’s equity shares are listed.
(iii) Subject to the receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on July 1, 2024.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT KOLKATA

COMPANY APPLICATION (CAA) No. 217 of 2023

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH

THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND OTHER APPLICABLE PROVISIONS OF LAW.

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SPECIALITY RESTAURANTS LIMITED AND SPECIALITY HOTELS INDIA PRIVATE LIMITED AND ITS RESPECTIVE SHAREHOLDERS AND CREDITORS

… The First Applicant Company / Demerged Company

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 231(1), 231(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 READ WITH OTHER APPLICABLE SEBI CIRCULARS (“STATEMENT”) ACCOMPANYING THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF SPECIALITY RESTAURANTS LIMITED CONVENED PURSUANT TO ORDERS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH DATED APRIL 5, 2024 AND READ WITH CORRIGENDUM TO THE ORDER DATED APRIL 5, 2024 RECEIVED ON MAY 20, 2024:

Pursuant to the order April 5, 2024 and read with Corrigendum to the Order dated April 5, 2024 received on May 20, 2024, by the Hon’ble National Company Law Tribunal, Kolkata Bench ( “NCLT” ) in the Company Application No. (CAA) 217 of 2023 (collectively, “Order” ), a meeting of the equity shareholders of Speciality Restaurants Limited (the “Company” / “Demerged Company” / “SRL” ) is being convened ( “Tribunal Convened Meeting” or “Meeting” ) for the purpose of considering, and if thought fit, approving the scheme of arrangement between the Demerged Company and Speciality Hotels India Private Limited ( “SHIPL / Resulting Company” ) and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232, and other applicable provisions of the Companies Act, 2013 (“Companies Act” / “Act” ) (the “Scheme” or “Scheme of Arrangement” ). This is a statement accompanying the notice for the Meeting as required under the Companies Act.

The Meeting is being convened as per the details given below:

Day	Monday
Date	July1,2024
Time	03.00p.m.(IST)
Mode	Through Video Conferencing/Other Audio Visual Means

A copy of the Scheme which has been, inter alia, approved by the Board of Directors ( “Board” ) of the Companies at their respective meetings held on October 20, 2022 is enclosed as Annexure 1.
The Scheme, inter alia, provides for the following:
(i) SRL has a leasehold land bearing Plot No. F/101 admeasuring 0.960 acre in industrial area at Chandaka within the village limit of Chandrasekharpur, Bhubaneshwar Tahasil, Dist. Khurda, Orissa which is lying idle and unutilized since allotment and as per terms of the lease, SRL has to complete the construction and commence the business within the time prescribed therein but due to some reasons SRL could not commence the business, hence categorized the same as surplus/non-core assets.
(ii) The Board of SRL has agreed, based on the decisions, to hive-off of the Leasehold Land/Non-Core assets separately and exclude it from the process of strategic disinvestment. In order to achieve the above objectives, leasehold land / non-core assets are being demerged into SHIPL.

(iii) It is proposed to separate the ‘food park business’ into the Resulting Company to exploit growth potential of the land.

(iv) This Scheme will result in providing flexibility to SRL to develop the leasehold land and thereby unlock the value.
(v) The proposed corporate Restructuring mechanism by way of Scheme under the provisions of the Act is beneficial, advantageous and not prejudicial to the interests of the shareholders, creditors, general public at large and other stakeholders of the companies involved.
(vi) This Scheme also provides for various other matters consequential, incidental or otherwise integrally connected therewith.
The equity shareholders of the Company would be entitled to vote by remote e-voting prior to the Meeting or by e-voting during the Meeting. The quorum of the Meeting shall be 30 (thirty) equity shareholders of the Company present through VC / OAVM.
In terms of the said Order, the NCLT, has appointed Ms. Kiran Sharma, Advocate, as Chairperson of the Meeting.

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The Demerged Company and the Resulting Company have filed the Scheme with the Registrar of Companies, Kolkata in Form No. GNL-1.
Details as prescribed under Rule 6(3) of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 are as under:

(I) DETAILS OF THE ORDER OF THE NCLT DIRECTING THE CALLING, CONVENING AND CONDUCTING OF THE MEETING:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the Tribunal Convened Meeting.

(II) DETAILS OF THE COMPANIES:

Speciality Restaurants Limited – Demerged Company

(a) Date of Incorporation: 01.12.1999
(b) Corporate Identification Number: L55101WB1999PLC090672
(c) Permanent Account Number: AAECS6802M
(d) Type of Company: Listed public limited company
(e) Registered Office: Uniworth House, 3A, Gurusaday Road, Kolkata, West Bengal 700019
(f) Email Address: [email protected]
(g) Name of the stock exchange(s) where securities of the company are listed: Equity shares of the Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

Speciality Hotels India Private Limited – Resulting Company

(a) Date of Incorporation: 04.02.1997
(b) Corporate Identification Number: U55100WB1997PTC264485
(c) Permanent Account Number: AAFCS4118K
(d) Type of Company: Private Limited (Unlisted deemed public limited company)
(e) Registered Office: Uniworth House, 3A, Gurusaday Road, Ballygunge, Kolkata, West Bengal 700019
(f) Email Address: [email protected]
(g) Name of the stock exchange(s) where securities of the company are listed: The shares of SHIPL are not listed on any stock exchange.

(III) OTHER PARTICULARS OF SPECIALITY RESTAURANTS LIMITED AS PER RULE 6(3) OF THE COMPANIES (COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016:

(a) Summary of the main objects as per the memorandum of association and main business carried on by the Demerged Company:

A) THE OBJECTS TO BE PURSUED BY THE DEMERGED COMPANY ON ITS INCORPORATION ARE:-

(i) To acquire, construct, own, run and manage and to carry on the business of running hotels, motels, holiday camps, guest houses, restaurants, rest rooms, resorts, canteens, food courts, micro breweries, shops, stores, mobile food counters, eating houses, kiosks, outlets, cafeterias, dine in facility, take away and/or delivery based services, caterers, cafes, taverns, pubs, bars, beer houses, refreshment rooms and lodging or apartments of house keepers, service apartments, night clubs, casinos, discotheques, swimming pools, health clubs, baths, dressing rooms, licensed victuallers, wine, beer and sprit merchants, exporters, importers, and manufacturers of aerated mineral and artificial water and other drinks, purveyors, caterers of public amusement generally and all business incidental thereto, whether as owners, co-owners, joint ventures, operators, franchisees, franchisors and/or any other business model.
(ii) To purchase, take on lease hire, erect or otherwise acquire, establish and equip act as collaborators, technicians of any other hotels, motels, holiday camps, restaurants, canteens, cafes, pubs, bars, refreshment rooms, casinos etc. in India or in any other part of the world and to carry on the business of consultants to the hotels, restaurants, canteens, etc. in existence or to be started and to train chefs, cooks, bearers and other staff for hotel industry.
(iii) To carry on the business of manufacturing, buying, selling, producing, processing, importing, exporting, distributing, trading, supplying, running, managing and dealing in all kinds of food, food products, dairy products, bakery & confectionary products, whether as owners, co-owners, joint ventures, operators, franchisees, franchisors and/or any other business model.

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(b) Details of change of name, registered office and objects of the Demerged Company during the last five years:

Change of Name: There is no change of name during the last five years.
Change of Registered Office: There has been no change in registered office during last five years.
Change of Objects: There has been no change in objects clause during last five years.

(c) Details of the capital structure of the Demerged Company including authorised, issued, subscribed and paid up share capital:

(A) Share Capital as on May 20, 2024:

e capital: Share Capital as on May 20, 2024:
Share Capital	Amount in Rs.
Authorised Capital	67,00,00,000
6,00,00,000 equityshares of Rs. 10 each.	60,00,00,000
70,00,000preference shares of Rs. 10 each	7,00,00,000
Total	67,00,00,000
Issued,Subscribed and Paid-upShare Capital
4,80,97,657 EquityShares of Rs.10/- each,fully paid up.	48,09,76,570
Total	48,09,76,570

(B) The expected post-Scheme capital structure of the Demerged Company will be as follows:

Share Capital	Amount in Rs.
Authorised Capital	67,00,00,000
6,00,00,000 equityshares of Rs. 10 each.	60,00,00,000
70,00,000preference shares of Rs. 10 each	7,00,00,000
Total	67,00,00,000
Issued,Subscribed and Paid-upShare Capital
4,80,97,657 EquityShares of Rs.10/- each,fully paid up.	48,09,76,570
Total	48,09,76,570

(d) Details of the promoters and directors of the Demerged Company along with their addresses:

(A) The details of the Promoters of the Demerged Company are as follows:

S. No.	S. No.	Name	Name	Address	Address
1.		Mr. Anjanmoy Chatterjee		Premium Towers Bungalow No. 7, Off Link Road, Lokhandwala Complex,Andheri(West)Mumbai 400053
2.		Mrs. Suchhanda Chatterjee		Premium Towers Bungalow No. 7, Off Link Road, Lokhandwala Complex,Andheri(West)Mumbai 400053
The details of the Directors of the Demerged Company are as follows:
S. No.	Name		Category/ Designation		Address
1.	Mr. Anjanmoy Chatterjee (DIN : 00200443)		Chairman and Managing Director		Premium Towers Bungalow No. 7, Off Link Road, Lokhandwala Complex, Andheri (West) Mumbai 400053
2.	Mrs. Suchhanda Chatterjee (DIN : 00226893)		Whole Time Director		Premium Towers Bungalow No. 7, Off Link Road, Lokhandwala Complex,Andheri(West)Mumbai 400053
3.	Mr. Indranil Chatterjee (DIN : 00200577)		Whole Time Director		T/2, 201-A, Vastu Towers, Evershine Nagar, Malad(West),Mumbai 400 064
4.	Mr. Avik Chatterjee (DIN : 06452245)		Whole Time Director		Premium Towers Bungalow No. 7, Off Link Road, Lokhandwala Complex,Andheri(West)Mumbai 400053
5.	Mr. Ullal R. Bhat (DIN : 00008425)		Independent Director		3A-203, Green Acres 325, Lokhandwala Complex, Andheri(West),Mumbai- 400053
6.	Mr. Rakesh Pandey (DIN : 00113227)		Independent Director		1701/2, Windsor Tower, Near Lokhandwala Circle, Shastri Nagar, Azad Nagar, Andheri (West), Mumbai 400053
7.	Dr. Anita Bandyopadhyay (DIN : 08672071)		Independent Director		602, Shreeji Dham Co-Op Housing Society, Gilbert Hill Road, Near Bhavans College, Andheri West, Mumbai 400058
8.	Mr. Rakesh Mathur (DIN : 02285801)		Independent Director		A-57, First Floor, Nizamuddin East, New Delhi 110013

(B) The details of the Directors of the Demerged Company are as follows:

Note: The directors of the Demerged Company may change as per business and regulatory requirements.

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(e) The date of the board meeting of the Demerged Company at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of the Demerged Company approved the Scheme at their meeting dated October 20, 2022. Details of the manner in which the directors of the Demerged Company voted at this meeting are as follows:

S. No.	Name of Director	Voted in favor/ against/ abstained
1.	Mr. Indranil Chatterjee	In favour
2.	Mr. Avik Chatterjee	In favour
3.	Mr. Dushyant Mehta*	In favour
4.	Mr. Ullal R. Bhat	In favour
5.	Mr. Rakesh Pandey	In favour
6.	Dr. Anita Bandyopadhyay	In favour

Note: Leave of absence was granted to Mr. Anjanmoy Chatterjee and Mrs. Suchhanda Chatterjee for the above Board Meeting.

*Mr. Dushyant Mehta ceased to be Independent Director of the Demerged Company with effect from April 1, 2024.
(f) As on September 30, 2023, SRL had 1,147 (One Thousand One Hundred and Fourty Seven) unsecured creditors to whom dues of INR 15,43,92,511/- (Rupees Fifteen Crore Fourty Three Lakhs Ninety Two Thousand Five Hundred and Eleven) are owed.
(g) None of the Directors, the Key Managerial Personnel of SRL and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Demerged Company, if any, and/or to the extent the said Directors are common directors of the Resulting Company. The effect of the Scheme on the material interests of the Directors of SRL and their respective relatives, is not any different from the effect on other shareholders of SRL. The details of the shareholding of Directors of SRL as on date of Notice is as follows:

Sr. No.	Name of Director	Designation	No. of Shares in the Company	No. of shares in SHIPL
1	Mr. AnjanmoyChatterjee	Chairman and ManagingDirector	1,21,95,000	Nil
2	Mrs. Suchhanda Chatterjee	Whole Time Director	1,19,70,000	Nil
3	Mr. Indranil Chatterjee	Whole Time Director	1,299	Nil
4	Mr. Avik Chatterjee	Whole Time Director	19	Nil
5	Mr. Ullal R. Bhat	Independent Director	Nil	Nil
6	Mr. Rakesh Pandey	Independent Director	Nil	Nil
7	Dr. Anita Bandyopadhyay	Independent Director	Nil	Nil
8	Mr. Rakesh Mathur	Independent Director	Nil	Nil

Note: The directors of SRL may change as per business and regulatory requirements.

Sr. No.	Name of KMP	Designation	No. of Shares in the Company	No. of shares in SHIPL
1	Mr. Rajesh Kumar Mohta	Executive Director – Finance and CFO	1,280	Nil
2	Mr. Avinash Kinhikar	CompanySecretaryand Legal Head	Nil	Nil

(h) Disclosure about effect of the Scheme on the various stakeholders of SRL:

Sr. No.	Category of Stakeholders	Effect of the Scheme on the stakeholders
1	Shareholders	Value unlocking post development of the land to beneft the Company.
2	Promoters
3	Non-Promoter Shareholders
4	Directors
5	KeyManagerial Personnel
6	Creditors	No effect as the Company has no secured creditors. Further unsecured creditors are merely trade creditors and the assets of the Company are substantially greater than its liability.
7	Depositors	Not applicable.
8	Debenture Holders	Not applicable.
9	Debenture Trustee	Not applicable.
10	Employees	The employees of the Company shall continue on the rolls of the Company asper the terms and conditions of their employment.

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(i) There are no investigation or proceedings instituted or pending against the Demerged Company under the Companies Act (as per Rule 6(3)(viii) of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016). Other litigations/proceedings which have been filed against the Demerged Company, its promoters and directors in relation to the business of the Demerged Company in the usual course of business/ operations of the Demerged Company are set out in Annexure 12.
(j) contracts or agreements material to the compromise or arrangement- : Lease deed dated November 2, 2015 .

(IV) OTHER PARTICULARS OF SPECIALITY HOTELS INDIA PRIVATE LIMITED AS PER RULE 6(3) OF THE COMPANIES (COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016:

(a) Summary of the main objects as per the memorandum of association and main business carried on by the Resulting Company:

To construct, develop, run, manage, furnish, carry on the business of the vegetarian and non-vegetarian resorts, hotels, restaurants, lodging houses, milk and snack bars, beer bars, laundries, libraries, swimming pools, nights clubs, water parks, hair dressings and beauty saloons, chemist shops, cold storages, cinemas, theaters, studios, exhibition halls, departmental stores amusement centres, wine and beer shops, optician shops, manage houses, concert and dancing halls, discotheques, where vegetarian and non vegetarian food shall be prepared and/or served, circuses, sports clubs, skating halls, boating and padding pools, garage and service stations, repair shops, petrol pumps, gymnasiums, safe deposit vaults, ware houses, godowns, car parks, hangers.

(b) Details of change of name, registered office and objects of the Resulting Company during the last five years:
Change of Name: There is no change of name during the last five years.

Change of Registered Office: The Resulting Company’s registered office was shifted from the State of Maharashtra to State of West Bengal in the year 2023.

Change of Objects: There has been no change in objects clause during last five years.
(c) Details of the capital structure of the Resulting Company including authorised, issued, subscribed and paid up share capital:
(A) Share Capital as on May 20, 2024:

Share Capital	Amount in Rs.
Authorised Capital
5,000 EquityShares of Rs. 100/- each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up Share Capital
5,000 EquityShares of Rs. 100/- each,fully paid up.	5,00,000
Total	5,00,000

(B) The expected post-Scheme capital structure of the Resulting Company will be as follows:

Share Capital	Amount in Rs.
Authorised Capital
1,36,502 EquityShares of Rs. 100/- each	1,36,50,200
Total	1,36,50,200
Issued, Subscribed and Paid-up Share Capital
1,36,502 EquityShares of Rs. 100/- each,fully paid up.	1,36,50,200
Total	1,36,50,200

Note: Upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company in terms of the Scheme, the Resulting Company shall without any further application or deed, issue and allot 1,31,502 Equity Shares of Rs. 100/- each (the Share Entitlement Ratio as per Share Valuation Report in its capital at par, credited as fully paid up, to SRL.

(d) Details of the promoters and directors of the Resulting Company along with their addresses:

(A) The details of the Promoters of the Resulting Company are as follows:

S. No.	Name	Address
1.	Speciality Restaurants Limited	Uniworth House, 3A, Gurusaday Road, Kolkata, West Bengal 700019

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(B) The details of the Directors of the Resulting Company are as follows:

S. No.	Name	Category/ Designation	Address
1.	Mr. Anjanmoy Chatterjee	Director	Premium Towers Bungalow No. 7, Off Link Road, Lokhandwala Complex,Andheri(West)Mumbai 400053
2.	Mr. Indranil Chatterjee	Director	T/2, 201-A, Vastu Towers, Evershine Nagar, Malad (West), Mumbai 400 064
3.	Mr. Avik Chatterjee	Director	Premium Towers Bungalow No. 7, Off Link Road, Lokhandwala Complex,Andheri(West)Mumbai 400053

Note: The directors of the company may change as per business and regulatory requirements.

(e) The date of the board meeting of the Resulting Company at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of the Resulting Company approved the Scheme at their meeting dated October 20, 2022. Details of the manner in which the directors of the Resulting Company voted at this meeting are as follows:

S. No.	Name of Director	Voted in favor/ against/ abstained
1.	Mr. AnjanmoyChatterjee	In favour
2.	Mr. Indranil Chatterjee	In favour
3.	Mr. Avik Chatterjee	In favour

(f) As on September 30, 2023, SHIPL had 1 (One) unsecured creditor to whom dues of INR 40,000/- (Rupees Fourty Thousand) are owed.
(g) None of the Directors of SHIPL and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Resulting Company, if any, and/or to the extent the said Directors are common directors of the Demerged Company. The effect of the Scheme on the material interests of the Directors of SHIPL and their respective relatives, is not any different from the effect on other shareholders of SHIPL. The details of the shareholding of Directors of SHIPL as on date of Notice is as follows:

Sr. No.	Name	Designation	No. of shares in SHIPL	No. of shares in SRL
1	Mr. AnjanmoyChatterjee	Director	Nil	1,21,95,000
2	Mr. Indranil Chatterjee	Director	Nil	1,299
3	Mr. Avik Chatterjee	Director	Nil	19

Note: The directors of SHIPL may change as per business and regulatory requirements.

(h) Disclosure about effect of the Scheme on the various stakeholders of SHIPL:

Sr. No.	Category of Stakeholders	Effect of the Scheme on the stakeholders
1	Shareholders	Value unlocking post development of the land to beneft the shareholders.
2	Promoters	Value unlocking post development of the land to beneft the shareholders.
3	Non-Promoter Shareholders	Not applicable.
4	Directors	No effect.
5	KeyManagerial Personnel	No effect.
6	Creditors	No effect.
7	Depositors	Not applicable.
8	Debenture Holders	Not applicable.
9	Debenture Trustee	Not applicable.
10	Employees	Not applicable.

(i) No investigation or proceedings have been instituted or are pending against SHIPL under the Companies Act.

(ii) No Litigation or proceedings have been instituted or are pending against SHIPL under the Companies Act.

(V) OTHER PARTICULARS OF THE COMPANY AS PER RULE 6(3) OF THE COMPANIES (COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016:

(a) Relationship between the Companies involved in the Scheme of Arrangement:

SRL is holding company of SHIPL. Speciality Hotels India Private Limited is wholly owned subsidiary company of Speciality Restaurants Limited (SRL). SRL and its nominees holds 100% of the issued and paid up equity share capital of SHIPL.

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(b) Appointed Date, Effective Date, and Consideration for the Scheme:

“Appointed date for Demerger” shall mean opening business hours of October 1, 2022.

“Effective Date” means the last of the dates on which all conditions, matters and filings referred to in Clause 13 of the Scheme have been fulfilled and necessary orders, approvals and consents referred to therein have been obtained. References in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” shall mean the Effective Date.

(c) Consideration for the Demerger:

Consideration for Transfer of Leasehold Land from Demerged Company to the Resulting Company:

Upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company in terms of the Scheme, the Resulting Company shall without any further application or deed, issue and allot 1,31,502 Equity Shares of Rs.100/- each (the Share Entitlement Ratio as per Share Valuation Report) in its capital at par, credited as fully paid up, to the Demerged Company or their respective heirs, executors, administrators or other legal representatives or other successors in title.

(d) Summary of the Valuation Report and Fairness Opinion:

A Share Entitlement Report dated October 19, 2022, for the purpose of determining the fair Share Entitlement Ratio (hereinafter referred to as “SER”) for the proposed Scheme of Arrangement has been carried out. The valuation has been conducted by Ms. Madhumita Karar, IBBI Registered Valuer (IBBI Registration No. IBBI/R V/06/2018/10341). It is further stated that the Board of Directors of the Demerged Company and the Resulting Company have adopted the aforesaid valuation report. The valuation report so issued, owing to the land’s nature which is leasehold, is subject to certain limitations and conditions for its usage and accordingly the land in question cannot be readily sold in the market. The land purported to be demerged does not have a market value, hence the written down value of the leasehold rights as on the valuation day as aforesaid is Rs. 53,14,029/-.

The Resulting company has not initiated its commercial activities and its net asset value is Rs 2,02,066 resulting in a fair value per share of Rs 40.41 having a face value of Rs 100/- each. Therefore, for every 1 Equity shares of face and paid up value of Rs.10/- of the demerged company, 0.0028002336 shares of the resulting company of fair value of Rs 40.41 each is to be issued to the demerged company. Share Exchange Ratio is 0.113:40.41.

A Fairness Opinion Report dated October 19, 2022, pertaining to the share entitlement ratio as recommended by the valuer as aforesaid for the Scheme of Arrangement has been provided by Horizon Management Private Limited, a SEBI registered Category I Merchant Banker (SEBI Registration No.INM000012926). The Board of Directors of the respective applicant companies have adopted the aforesaid fairness opinion on the valuation report. Based on a relative valuation of the equity shares of the Resulting Company and non core asset land parcel of the Demerged Company arrived from the valuation methods mentioned in the Fairness Opinion Report, the Valuer has recommended that for every 1 Equity shares of face and paid up value of Rs.10/- of the Demerged company, 0.0028002336 shares of the Resulting company of face value of Rs 100 each is to be issued to the Demerged company.

The recommendation of the Share Entitlement Ratio has been approved by the Audit Committee and Board of the Demerged Company and the Board of Directors of Resulting Company at their respective meetings held on October 20, 2022. Upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company in terms of this Scheme, the Resulting Company shall without any further application or deed, issue and allot 1,31,502 Equity Shares of Rs. 100/- each (the Share Entitlement Ratio as per Share Valuation Report) in its capital at par, credited as fully paid up, to the Demerged Company or their respective heirs, executors, administrators or other legal representatives or other successors in title.

The Registered Valuer’s Report and Fairness Opinion are enclosed herewith as Annexure 2 and Annexure 3, respectively and also available for inspection at the website of the Company at www.speciality.co.in.

(e) Detail of capital restructuring:

Upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company in terms of the Scheme, the Resulting Company shall without any further application or deed, issue and allot 1,31,502 Equity Shares of Rs. 100/- each (the Share Entitlement Ratio as per Share Valuation Report) in its capital at par, credited as fully paid up, to SRL or their respective heirs, executors, administrators or other legal representatives or other successors in title.

(f) Detail of debt restructuring:

There shall be no debt restructuring of the Companies pursuant to the Scheme.

(g) Rationale and benefits of the Scheme as perceived by the board of directors to the company, members, creditors and other (as applicable):

Rationale of the Scheme

The SRL (‘Demerged Company’) has a leasehold land bearing Plot No. F/101 admeasuring 0.960 acre in industrial area at Chandaka within the village limit of Chandrasekharpur, Bhubaneshwar Tahasil, Dist. Khurda, Orissa which is lying idle and unutilized since allotment and as per terms of the lease, SRL has to complete the construction and

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commence the business within the time prescribed therein but due to some reasons SRL could not commence the business, hence categorized the same as Surplus/Non-Core assets.

The Board of Directors of SRL (‘Demerged Company’) has agreed, based on the decisions, to hive-off of the Leasehold Land/Non-Core assets separately and exclude it from the process of strategic disinvestment. In order to achieve the above objectives, leasehold land / Non-core assets are being demerged into Speciality Hotels India Private Limited (‘SHIPL’ ‘Resulting Company’)

The proposed transfer of development, operating and leasing of food park business including leasehold land is coming within the meaning and expression of ‘undertaking’ and ‘arrangement’ under Section 230 to 232 of the Companies Act, 2013 which require approval of the National Company Law Tribunal.

The transfer and vesting rights of the food park business is coming within the definition of demerger as contemplated in Section 2(19AA) of the Income Tax Act, 1961.

Synergies of business of the entities involved in the Scheme

After the demerger of the leasehold land, activities of development of the land is being contemplated through Resulting Company and to carry on business activity.

Cost benefit analysis of the Scheme

Leasehold land for specific purpose is being demerged at written down value.

Benefits of the Scheme

Speciality Restaurants Limited (‘Demerged Company’ ‘SRL’) has agreed, based on the decisions, to hive-off of the Leasehold Land for setting up of separate business of ‘food park’ which is identified as Surplus / Non-Core assets. In order to achieve the above objectives, leasehold land / Non-core assets are being demerged into Speciality Hotels India Private Limited (‘SHIPL’ ‘Resulting Company’).

The demerger of leasehold land is recommended into Resulting Company to exploit growth potential of the land.

The Scheme will result in providing flexibility to SRL to develop the leasehold land and thereby unlock the value.

(h) The pre-Scheme and post-Scheme shareholding patterns of the Company and SHIPL:

Speciality Restaurants Limited:

Type of Shareholder	Pre-Scheme Shareholding Pattern	Pre-Scheme Shareholding Pattern	Post-Scheme Shareholding Pattern	Post-Scheme Shareholding Pattern
	No. of Shares	% to Equity Share Capital	No. of Shares	% to Equity Share Capital
Promoters	2,41,65,057	50.24	2,41,65,057	50.24
Public	2,39,32,600	49.76	2,39,32,600	49.76
Total	4,80,97,657	100.00	4,80,97,657	100.00

Speciality Hotels India Private Limited

Type of Shareholder	Pre-Scheme Shareholding Pattern	Pre-Scheme Shareholding Pattern	Post-Scheme Shareholding Pattern	Post-Scheme Shareholding Pattern
	No. of Shares	% to Equity Share Capital	No. of Shares	% to Equity Share Capital
Promoters	5,000	100.00	1,36,502	100.00
Public	0	0.00	0.00	0.00
Total	5,000	100.00	1,36,502	100.00

Disclosure as per Observation Letter of Stock Exchanges:

(a) pre & post scheme details of Assets and liabilities of SRL & SHIPL:

Upon the Scheme of Arrangement becoming effective, all assets, rights, claims, title, interest, all debts including contingent liabilities, claims, taxes, duties and obligations of any kind, nature and description thereof, of the Demerged Company pertaining to the leasehold land (“ Demerged Liabilities ”), shall without any further act or deed shall be transferred to and be deemed to be transferred to the Resulting Company. All claims by Orissa State Governments for property taxes to the extent such claims relate to the leasehold land prior to the date by which the order is filed with the NCLT / Registrar of Companies shall be borne by the Demerged Company; and all claims of Orissa State Governments for property taxes on the leasehold land on and from the date by which the order is filed with the NCLT / Registrar of Companies and onwards shall be borne by the Resulting Company.

The Demerged Company as well as Resulting Company as on date are debt free companies.

The Assets and Liabilities of the Demerged Company (Speciality Restaurants Limited), Demerged undertaking and Resulting Company (Speciality Hotels India Private Limited) as on September 30, 2022 and pre and post effectiveness of the proposed scheme of arrangement are as under:

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(Rs. in Crores)

	Demerged Company	Demerged Company	Demerged Undertaking	Resulting Company	Resulting Company
	(Pre)	(Post)	(Pre)	(Pre)	(Post)
Assets	389.43	389.43	0.53	0.02	0.55
Liabilities	389.43	389.43	0	0.02	0.55

There is no change in pre and post scheme assets and liabilities of Demerged Company.

Demerged Company	Demerged Company	Details	Details	Amount (Rs. As on 30-09-2022)	Amount (Rs. As on 30-09-2022)	Remark
Pre scheme		Land & Building		53,14,029		Fixed Assets (w.d.v.) investment for ‘food park businesses.
Post scheme		Investment		53,14,029		Investment in equity shares (131502 equityshares of the ResultingCompany)
The changes in pre and post scheme assets and liabilities of the Resulting Company are as under:
Resulting Company	Details		Amount (Rs. As on 30-09-2022)		Remark
Pre scheme	-		-		-
Post scheme	Land & Buildings		53,14, 029		Consideration for acquisition of Food Park business)byissue of 1,31,502 equityshares.

There is no diminution in the value of the investment (assets) of Demerged Company , only nature and type of the assets /investment will change on demerger. However, in case of Resulting Company , there will be increase of assets (Land & Buildings) and corresponding increase in the Share Capital.

The proposed issue of 1,31,502 shares by Resulting Company is not issue of bonus shares by capitalization of ‘Reserve & Surplus’, as contemplated under Section 63(1) of the Companies Act, 2013, in the instant case 1,31,502 equity shares will be issued by Resulting Company towards payment of consideration for the demerger of the food park business including the leasehold land by issue of shares, such shares will be issued in terms of Section 62(1)(c) of the Companies Act for a consideration other than cash (against transfer of leasehold land).

(b) confirmation that there is no clause in the Lease Deed dated November 02, 2015 executed between Speciality Restaurants Limited and Orissa Industrial Infrastructure Development Corporation which may have any adverse implications on the instant scheme of arrangement as well as on the shareholders of Speciality Restaurants Limited

The Demerged Company hereby confirm that there is no clause in the Lease Deed dated November 2, 2015 executed between Speciality Restaurants Limited and Orissa Industrial Infrastructure Development Corporation which may have any adverse implications on the Scheme of Arrangement as well as on the shareholders of Speciality Restaurants Limited.

(i) Details of availability of the documents for obtaining extracts from or making or obtaining copies:

Copies of the following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members of the Company at its registered office between 11:00 a.m. to 4.00 p.m. on any day (except Saturday, Sunday and public holidays) upto the date of the Meeting. An advance notice shall be given by the Members by e-mail to the Company at [email protected], if it is desired to obtain copies of the Notice from the registered office of the Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice may be made by writing an e-mail to [email protected].

(a) Certified copy of the order passed by the NCLT in Company Application No. (CAA) 217 of 2023 dated April 5, 2024 and read with Corrigendum to the Order dated April 5, 2024 received on May 20, 2024 directing the Company, to convene the Tribunal convened meeting;
(b) Copy of the Scheme of Arrangement;
(c) Copies of the Memorandum of Association and Articles of Association of the Demerged Company and Resulting Company;
(d) Copies of the audited financial statements of the Companies including consolidated financial statements, wherever applicable for the financial year ended March 31, 2024;
(e) Copy of the Registered Valuer’s Report issued on October 19, 2022 by Ms. Madhumita Karar, IBBI Registered Valuer and Addendum thereon;
(f) Fairness Opinion dated October 20, 2022 on the Valuation Report has been provided by Horizon Management Private Limited, a SEBI registered Category I Merchant Banker;
(g) The certificate issued by the Statutory Auditor of Demerged Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act;

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(h) Copy of the Audit Committee Report dated October 20, 2022 of the Company;
(i) Copy of the resolution passed by the Board of Directors of the Companies dated October 20, 2022 approving the Scheme;
(j) Observation letters dated June 1, 2023 issued by NSE and BSE respectively to the Company;
(k) Report of Board of Directors of Speciality Restaurants Limited and Speciality Hotels India Private Limited pursuant to the provisions of Section 232(2) (c) of the Companies Act;
(l) Report of the Audit Committee of SRL;
(m) Report of the Independent Directors of SRL;
(n) Copy of the e-form of GNL-1 through which the Scheme has been filed by the Demerged Company and Resulting Company with the Registrar of Companies, Kolkata, West Bengal, along with challan evidencing proof of submission;
(o) Complaints report dated January 20, 2023 submitted by the Company to BSE and NSE;
(p) All other documents displayed on the website of SRL at www.speciality.co.in in terms of the SEBI Circular, as amended and other relevant SEBI Circulars; and
(q) All other documents referred to or mentioned in the Statement to this Notice.
(j) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:
(A) In terms of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, BSE and NSE, by their respective letters, both dated June 1, 2023, have issued their observations on the Scheme to the Company conveying their no adverse observations/no objection to the Scheme. Copy of the observation letters dated June 1, 2023 as received from BSE and NSE are enclosed as Annexures 5 and 6 respectively.
(B) As required by the SEBI Scheme Master Circular, the Company has filed its Complaints Reports dated January 20, 2023 with BSE and NSE. Copies of the complaints reports of BSE dated January 20, 2023 and NSE dated January 20, 2023 filed by the Company are enclosed as Annexure 7.
(C) The Scheme was filed by the Companies with the Kolkata Bench of the NCLT on November 15, 2023, and the NCLT has passed directions to convene Meeting(s) vide an Order dated April 5, 2024 and read with Corrigendum to the Order dated April 5, 2024 received on May 20, 2024.
- The Scheme is subject to approval of the shareholders of the Demerged Company in terms of the applicable provisions of the Companies Act and the applicable Rules.

NCLT has granted dispensation from holding meetings of the unsecured creditors of the Demerged Company.

The Demerged and Resulting Company does not have secured creditors.

NCLT has granted dispensation from holding meetings of the shareholders, and unsecured creditors of Resulting Company.
(D) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

For and on behalf of Ms. Kiran Sharma, Advocate Chairperson appointed for the Meeting

Sd/Avinash Kinhikar Company Secretary and Legal Head of Speciality Restaurants Limited

Date: May 27, 2024 Place: Mumbai

Registered Office:

Uniworth House, 3A, Gurusaday Road, Kolkata 700 019 CIN: L55101WB1999PLC090672 E-mail: [email protected] Phone: 033-22837964 Website: www.speciality.co.in.

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Annexure 1

SCHEME OF ARRANGEMENT

BETWEEN

(“ Demerged Company”)

AND

SPECIALITY HOTELS INDIA PRIVATE LIMITED

(“ Resulting Company”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTION 230 AND 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT 2013

PREAMBLE

This Scheme of Arrangement (as defined hereinafter) is presented under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred to as ‘Act’) and other relevant provisions of the Act for the demerger, transfer and vesting rights of the lease hold land (Identified Surplus / Non-Core Assets) (as defined hereinafter) from Speciality Restaurants Limited (SRL), the Demerged Company (as defined hereinafter) to Speciality Hotels India Private Limited (SHIPL), the Resulting Company (as defined hereinafter) with effect from the Appointed Date (as defined hereinafter) and for which the consideration shall be

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discharged by the Resulting Company to the Demerged Company on the agreed terms and conditions as set out in the Scheme.

A. DESCRIPTION OF COMPANIES

a) Speciality Restaurants Limited ('SRL' or 'Demerged Company') was incorporated on 1[st] December 1999, under the Companies Act 1956 with the Registrar of Companies, Kolkata, West Bengal. SRL is a Listed Company bearing CIN: L55101WB1999PLC090672. The Registered Office of the Demerged Company is situated at 'Uniworth House', 3A Gurusaday Road Kolkata, West Bengal - 700019. The main object of SRL is to engage in the business of running restaurants and bars. Equity shares of SRL are listed on the BSE Limited and the National Stock Exchange of India Limited, Stock Exchanges in India.
b. Speciality Hotels India Private Limited (‘SHIPL’ or ‘Resulting Company’) was incorporated on 04[th] February 1997, under the Companies Act 1956 with the Registrar of Companies, Mumbai, Maharashtra. SHIPL is a Private Limited Company bearing CIN: U55100MH1997PTC105663. The Registered Office of the Resulting Company is situated at 3[rd] Floor, Hari Om Chambers, Veera Industrial Estate, New Link Road, Andheri (W) Mumbai MH 400053. The main object of SHIPL is to engage in the business of running resorts, hotels/restaurants and lodging houses. Resulting Company is a wholly owned subsidiary company of Demerged Company. The equity shares of the Company are not listed on any Stock Exchange.

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B. RATIONALE AND PURPOSE OF THE SCHEME

a) The Scheme is proposed to undertake the following Corporate Restructuring on the agreed terms and conditions as set out herein:
Demerger of Leasehold Land allotted to the SRL for setting up of separate business of ‘food park ‘which is identified as Surplus / NonCore Assets of Demerged Company into Resulting Company.
b) The rationale of the Scheme of Arrangement is as under:
i. The SRL (‘Demerged Company’) has a leasehold land bearing Plot No. F/101 admeasuring 0.960 acre in industrial area at Chandaka within the village limit of Chandrasekharpur, Bhubaneshwar Tahasil, Dist. Khurda, Orissa which is lying idle and unutilized since allotment and as per terms of the lease, SRL has to complete the construction and commence the business within the time prescribed therein but due to some reasons SRL could not commence the business, hence categorized the same as Surplus/Non-Core assets.
ii. The Board of Directors of SRL (‘Demerged Company’) has agreed, based on the decisions, to hive-off of the Leasehold Land/Non-Core assets separately and exclude it from the process of strategic disinvestment. In order to achieve the above objectives, leasehold land / Non-core assets are being demerged into Speciality Hotels India Private Limited (‘SHIPL’ ‘Resulting Company’)
iii. It is proposed to separate the ‘Food Park Business ” into the Resulting Company to exploit growth potential of the land.

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iv. This Scheme will result in providing flexibility to SRL to develop the leasehold land and thereby unlock the value.
v. The proposed Corporate Restructuring mechanism by way of Scheme under the provisions of the Act is beneficial, advantageous and not prejudicial to the interests of the Shareholders, creditors, general public at large and other stakeholders of the companies involved.
vi. This Scheme also provides for various other matters consequential, incidental or otherwise integrally connected therewith.

C. PARTS OF THE SCHEME

The Scheme is divided into following parts:

1. PART I deals with the definitions of terms used in this Scheme and the details of the share capital of the Demerged Company and the Resulting Company.

2. PART II deals with demerger, transfer and vesting rights of the “Leasehold Land” from Demerged Company to the Resulting Company.

3. PART III deals with the General terms and conditions applicable to the Scheme.

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PART I

DEFINITIONS AND SHARE CAPITAL

1. Definitions

In this Scheme of Arrangement, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning mentioned hereinbelow:

1.1. “ Act” or ‘the Act’ means the Companies Act, 2013 and rules and regulations made thereunder as may be applicable, including any statutory modifications, re-enactments or amendments thereof for the time being in force.
1.2. “Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority whether in effect as of the date of this Scheme or thereafter and in each case as amended, in any relevant jurisdiction.
1.3. “Appointed date for Demerger” shall mean opening business hours of 1[st] October 2022.
1.4. “ Board of Directors” or “ Board” means the Board of Directors of Speciality Restaurants Limited and Speciality Hotels India Private Limited, as the case may be and shall include a duly constituted committee thereof or any person authorized by the Board or the Committee of Directors thereof.

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1.5. "Governmental Authority" means the Government of India, Government of West Bengal or the government of any other state of India or any ministry, department, board, authority, instrumentality, agency, corporation, including but not limited to any person (to the extent acting in a legislative, judicial or administrative capacity) or regulatory body exercising statutory powers under any Applicable Law under the direct or indirect control of the government or any subdivision of any of them or owned or controlled by the government or any of their subdivisions, or any court, tribunal or judicial body within India.
1.6. "SEBI LODR Regulations" means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
1.7. “ NCLT” means Hon’ble National Company Law Tribunal Bench at Mumbai / Kolkata.
1.8. "Remaining Business" means all the undertakings, businesses, activities, operations, assets and liabilities of the Demerged Company, other than the leasehold land.
1.9. “Competent Authority” means the Ministry of Corporate Affairs (“MCA”), Central Government or such other authority as constituted and authorized as per the provisions of the Companies Act, 2013 for approving any Scheme of Arrangement.

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1.10. “Demerged Company” or “SRL” means Speciality Restaurants Limited, a listed Company incorporated on 1[st] December 1999 under the provisions of the Companies Act 1956 and having its registered office at ‘Uniworth House’, 3A Gurusaday Road Kolkata, West Bengal – 700019.
1.11. “Demerger” means transfer and vesting of Leasehold land/Non-core Assets from Demerged Company to Resulting Company in terms of Section 2(19AA) of the Income Tax Act 1961 and Section 230 to 232 of the Companies Act 2013.
1.12. “Effective Date” means the last of the dates on which all conditions, matters and filings referred to in Clause 13 hereof have been fulfilled and necessary orders, approvals and consents referred to therein have been obtained. References in this Scheme to the date of "coming into effect of this Scheme" or “effectiveness of this Scheme" shall mean the Effective Date.
1.13. "Encumbrances" means any mortgage, charge, pledge, lien, hypothecation, assignment, escrow arrangement, trust arrangement, title retention or other arrangement of any kind having the effect under the Act.
1.14. “Identified Surplus/Non-Core Assets” means the leasehold land as described in Schedule 1 hereunder and shall mean and include all the rights, title, interest and /or liabilities, if any, of the Demerged Company in relation thereto. Without prejudice and limitation to the

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generality of the above, the Identified Surplus / Non-core Assets shall mean and include:

i. All rights, title, interest, covenant, undertakings, liabilities including continuing rights, title and interest in connection with the piece and parcels of land;
ii. Litigations, claims and disputes pertaining to the Identified Surplus/Non-Core Assets; and
iii. All benefits and obligations under the contracts, deeds, bonds, agreements, Schemes, arrangements and other instruments of any nature.
1.15. “Resulting Company or SHIPL” means Speciality Hotels India Private Limited, a Company incorporated on 04[th] February, 1997 under the provisions of the Companies Act 1956 and having its Registered Office at 3[rd] Floor, Hari Om Chambers, Veera Industrial Estate, New Link Road, Andheri (W), Mumbai – 400053.
1.16. “Scheme” or “the Scheme” or “this Scheme” means this Scheme of Arrangement made under Section 230 to 232 and other relevant provisions of the Act between SRL and SHIPL and their respective shareholders and creditors including any modification or amendment hereto, made in accordance with the terms hereof.
1.17. “SEBI” means Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992.

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1.18. “SEBI Scheme Circular” means Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23 November, 2021 on Schemes of Arrangement by Listed Entities, and shall include any modifications or amendments thereof.
1.19. “Stock Exchanges” means the BSE Limited and the National Stock Exchange of India Limited (NSE Limited), collectively.

2. INTERPRETATIONS:

a. words denoting singular shall include plural and vice versa and references to any gender includes the other gender;
b. headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;
c. references to the word "include" or "including" shall be construed without limitation;
d. references to Clauses are to the Clauses of this Scheme;
e. references to the words "hereof", "herein" and "hereunder" and words of similar import shall refer to this Scheme as a whole and not to any particular provision of this Scheme;
f. reference to any law or legislation or regulation shall include amendment(s), circulars, notifications, clarifications or supplement(s)

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to, or replacement or amendment of, that law or legislation or regulation;

g. reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
h. unless otherwise defined, the reference to the term "days" shall mean calendar days;
i. All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and other applicable laws, rules, regulations, bye-laws as the case may be or any statutory modifications or re-enactment thereof from time to time;
j. references to a person include any individual, firm, body corporate (whether incorporated or not), government, state or agency of a state or any joint venture, association, partnership, works council or employee representatives' body (whether or not having separate legal personality); and
k. where a wider construction is possible, the words "other" and "otherwise" shall not be construed ejusdem generis with any foregoing words.

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3. DATE WHEN SCHEME COMES INTO OPERATION

The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the NCLT or by any Governmental Authority shall come into operation from the Appointed Date as defined hereinabove but shall become effective on and from the Effective Date.

4. SHARE CAPITAL

4.1. The Share Capital of Speciality Restaurants Limited as on 30[th] September, 2022 is as under:

	Particulars	Amount (In Rs.)
	Authorized Capital
	5,10,00,000 Equity Shares of Rs. 10/- each	51,00,00,000
	70,00,000 Preference Shares of Rs. 10/- each	7,00,00,000
	Total	58,00,00,000
	Issued, Subscribed and Paid-up Capital
	4,69,57,657 Equity Shares of Rs.10/- each, fully paid up	46,95,76,570
	Total	46,95,76,570

Subsequent to 30[th] September, 2022 and till the Board of Directors approving the Scheme, there has been no change in authorized, issued, subscribed and paid up share capital of SRL.

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4.2. The Share Capital of Speciality Hotels India Private Limited as on 30[th] September is as under:

	September is as under:
	Particulars	Amount (In Rs.)
	Authorized Capital
	5,000 Equity Shares of Rs. 100/- each	5,00,000
	Total	5,00,000
	Issued, Subscribed and Paid-up Capital
	5,000 Equity Shares of Rs.100/- each, fully paid up	5,00,000
	Total	5,00,000

Subsequent to 30[th] September, 2022, as on the date of approval of the Scheme, there has been no change in authorized, issued, subscribed and paid up share capital of SHIPL

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PART II

DEMERGER, TRANSFER AND VESTING OF “LEASEHOLD LAND / NON-CORE ASSETS” FROM DEMERGED COMPANY TO THE RESULTING COMPANY

5. TRANSFER OF LEASEHOLD LAND / NON-CORE ASSETS FROM DEMERGED COMPANY INTO RESULTING COMPANY.

5.1. Upon the Scheme coming into effect, the leasehold land, subject to the provisions of Section 230 to 232 of the Companies Act 2013 and without any further act or deed, be demerged from the Demerged Company and be transferred to and vested in and be deemed to have been demerged from the Demerged Company to the Resulting Company so as to become as and from the Appointed Date for Demerger, the estate, assets, rights, claims, title, interest and authority of the Resulting Company.
5.2. Upon the Scheme becoming effective, all debts, liabilities, claims, taxes, duties and obligations of any kind, nature and description thereof, of the Demerged Company pertaining to the leasehold land (“Demerged Liabilities”), shall without any further act or deed, be and stand transferred to and be deemed to be transferred to the Resulting Company. Notwithstanding the Appointed Date, all claims by State Governments for property taxes to the extent such claims relate to the leasehold land prior to the date by which the order is filed with the NCLT / Registrar of Companies shall be borne by the Demerged Company; and all claims by State Governments for property taxes on the leasehold land on and from the date by which the order is filed

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with the NCLT / Registrar of Companies and onwards shall be borne by the Resulting Company.

5.3. Without prejudice to the generality of the foregoing, upon the coming into effect of this Scheme, all the rights, title, interest and claims of Demerged Company in Lease hold land shall pursuant to Section 232 of the Act, without any further act or deed, be transferred to and vested in or be deemed to have been transferred to or vested in the Resulting Company on the same terms and conditions. The immovable property forming part of the Non-Core Assets shall stand transferred to the Resulting Company under the Scheme.
5.4. Upon Scheme coming into effect, without any limitations whatsoever, all legal, taxation or other proceedings, whether civil or criminal (including before any statutory or quasi judicial authority or tribunal), by or against the Demerged Company and relating to the Leasehold land, under any statute, whether pending on the Appointed Date or which may be instituted any time thereafter, shall be continued and enforced by or against the Resulting Company after the date on which order is filed with the NCLT / Registrar of Companies. The Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings against the Resulting Company.
5.5. The Resulting Company shall indemnify and hold harmless the Demerged Company from and against, any and all taxes, liabilities, claims, damages, actions (including claim of property tax on the NonCore Assets), cost and expenses incurred or suffered in relation to Demerged Liabilities, upon and after the Scheme becoming effective. To this extent the Resulting Company shall, from time to time,

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advance sums that are adequate to meet all such losses, liabilities, claims, damages, actions, taxes etc. on the Non-Core Assets on or after the date on which the order is filed with the NCLT / Registrar of Companies, cost and expenses to the Demerged Company before they become due to any third party, including to any Governmental authority. Without prejudice to the foregoing, if, for any reason, the Demerged Company pays any claims, damages, costs, expenses, Taxes etc. on the Non-Core Assets on or after the date by which the order is filed with the NCLT / Registrar of Companies, the Resulting Company shall reimburse the same to the Demerged Company.

5.6. For the purpose of the giving effect to the vesting order passed under Sections 230 to 232 of the Act in respect of this Scheme, the Resulting Company shall at any time pursuant to the order on this Scheme be entitled to get the record of the change in the legal right(s) upon the vesting of the leasehold land in accordance with the provision of Section 230 to 232 of the Act. The Demerged Company and the Resulting Company shall jointly and severally be authorized to execute any writings as are required to remove any difficulties and carry our any formalities or compliance for the implementation of this Scheme.
5.7. Upon the Scheme becoming effective, all contracts, deeds, bonds, agreements, Schemes, arrangements and other instruments of whatsoever nature in relation to the leasehold land to which the Demerged Company is a part or to the benefit for which the Demerged Company may be eligible before the date by which the order is filed with the NCLT / Registrar of Companies shall be in full force in favour of the Resulting Company.

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5.8. Notwithstanding the fact that vesting of the leasehold land occurs by virtue of this Scheme itself, the Resulting Company, at any time after the coming into effect of this Scheme in accordance with the provision hereof, if so, required under any law or otherwise, will take such actions and execute such documents with any party to any contract or arrangement in relation to leasehold land to which the Demerged Company is a party in order to give formal effect to the above provisions. The Demerged Company will, if necessary, also be party to the same. The Resulting Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Demerged Company and to carry out or perform all such formalities or compliances referred to above on part of the Demerged Company.

6. CONSIDERATION FOR TRANSFER OF LEASEHOLD LAND FROM DEMERGED COMPANY TO THE RESULTING COMPANY

6.1. Upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company in terms of this Scheme, the Resulting Company shall without any further application or deed, issue and allot 1,31,502 Equity Shares of Rs.100/- each(the Share Entitlement Ratio as per Share Valuation Report ) in its capital at par, credited as fully paid up, to SRL or their respective heirs, executors, administrators or other legal representatives or other successors in title.

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6.2. The Equity shares to be issued and allotted in Clause 6.1 above shall be in such form, physical or dematerialized, as permitted under the Applicable Laws.
6.3. No shares shall be allotted in respect of fractional entitlements, if any by the Resulting Company to the Demerged Company.
6.4. The Equity shares to be issued and allotted in Clause 6.1 above shall be subject to the Memorandum of Association and Articles of Association of the Resulting Company and shall rank pari passu in all respects with the then existing equity shares of the Resulting Company, including in respect of dividend that may be declared by the Resulting Company on or after the Effective Date.
6.5. The approval of this Scheme by the shareholders of the Demerged Company and the Resulting Company under Section 230 to 232 of the Act shall be deemed to be the approval under applicable provisions of the Act and any other consents and approvals required in this regard.

7. ACCOUNTING TREATMENT

7.1. Notwithstanding anything to the contrary herein, upon this Scheme becoming effective, the Demerged Company and Resulting Company shall give effect to the accounting treatment in the books of accounts in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) as notified under Section 133 of the Companies Act, 2013 and other applicable accounting principles as may be amended from time to time, as applicable on the Appointed Date of the Demerger.

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8. LEGAL PROCEEDINGS

8.1. If any suit, appeal or other proceedings of whatever nature by or against the Demerged Company relating to the Demerged Undertaking is pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of this demerger or by anything contained in this Scheme , but the said suit, appeal or other proceedings shall be continued, prosecuted and enforced by or against the Resulting Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Demerged Company as if the Scheme has not been made.
8.2. On and from the effective date, the Resulting Company shall be entitled to initiate or continue all legal proceedings in relation to the Demerged Undertaking vested with the Resulting Company.

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PART C

GENERAL TERMS AND CONDITIONS

9. INCREASE IN AUTHORISED SHARE CAPITAL

i. Upon this Scheme coming into effect and with effect from the Appointed Date, the authorized share capital of the Resulting Company shall, without any further act or deed, stand increased from Rs. 5 Lakhs (Rupees Five Lakhs) to Rs. 1,36,50,200 (Rupees one Crore Thirty Six Lacs Fifty Thousand and Two hundred only )
ii. The capital clause of the Memorandum of Association of the Resulting Company shall as a part of and upon coming into effect of the Scheme and without any further act, deed, instrument, resolution or writing, be replaced by the following clause:
iii. The Authorized Share Capital of the Company is Rs. 1,36,50,200 (Rupees one Crore Thirty Six Lacs Fifty Thousand and Two hundred only ) divided into 1,36,502 only) Equity Shares of Rs. 100/- (Rupees One Hundred Only) each with the rights, privileges and conditions attaching thereto as provided by the Articles of Association of the Company for the time being, with power to increase, reduce, divide the share capital into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights,

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privileges or conditions in such manner as may be permitted under the relevant Act for the time being in force.

iv. It is hereby clarified that the approval of this scheme by the shareholders of the Resulting Company shall be sufficient for the purposes of effecting the above amendment in the authorized share capital of the Resulting Company and shall be deemed to include consent under any other provisions of the Act as may be applicable, and no further resolution under any provisions of the Act would be separately required. Notwithstanding anything contained in Clause 15, the Resulting Company would discharge applicable fees to the Registrar of Companies in this regard.

10. WITHDRAWAL OF SCHEME

The Demerged Company and the Resulting Company shall be at liberty to withdraw this Scheme at any time as may be mutually agreed by the Committee of Directors and Board of Directors of the Demerged Company and the Resulting Company respectively prior to the Effective Date. In such a case, the Demerged Company and the Resulting Company shall respectively bear their own cost or as may be mutually agreed. It is hereby clarified that except as otherwise agreed by the Demerged Company and Resulting Company in writing, the Demerged Company and the Resulting Company shall not be entitled to withdraw the Scheme unilaterally without the prior written consent of the other Company.

11. JOINT APPLICATION TO NCLT

11.1. Demerged Company and Resulting Company shall jointly, with all reasonable dispatch, make necessary applications before the NCLT, for

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seeking order for dispensing with or convening, holding and conducting of meeting of the members and/or creditors of the Demerged Company and Resulting Company, as may be directed by the NCLT.

11.2. On the Scheme being approved by the requisite majorities of the members and / or creditors of the Demerged Company and Resulting Company whether at a meeting or otherwise, as prescribed under the Applicable Law and / or as directed by the NCLT, Demerged Company and Resulting Company shall jointly, with all reasonable dispatch, apply to the NCLT for sanctioning of the Scheme under Section 230 to 232 of the Act, and for such other order or orders, as the NCLT may deemed fit for carrying this Scheme into effect.

12. MODIFICATIONS OR AMENDMENTS TO THE SCHEME.

12.1. Demerged Company and Resulting Company by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize including any committee or subcommittee thereof, may make and/or consent to any modifications/amendments to the Scheme or to any conditions or limitations that the NCLT may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them. Demerged Company and Resulting Company by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize including any committee or subcommittee thereof, shall be authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other

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authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith. In case, post approval of the Scheme by the NCLT, there is any confusion in interpreting any clause of this Scheme, or otherwise, Board of Directors of Demerged Company and Resulting Company or such other person or persons, as the respective Board of Directors may authorize including any committee or subcommittee thereof will have complete power to take the most sensible interpretation so as to render the Scheme operational.

12.2. For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the Board of Directors of the Demerged Company and Resulting Company including any Committee or sub-committee thereof or through their authorised representative(s) may give and are hereby authorized to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme.

13. SCHEME CONDITIONAL ON APPROVALS / SANCTIONS

The Scheme is and shall be conditional upon and subject to:

13.1. Obtaining approval from the Orissa Industrial Infrastructure Development Corporation (IDCO) for transfer / assignment of the lease hold land to the resulting company.

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13.2. Obtaining Observation letter or no-objection letter from the Stock Exchanges by the Demerged Company in respect of the Scheme, pursuant to Regulation 37 of the SEBI LODR Regulations read with SEBI Circular and Regulations 11 and 94 of the SEBI LODR, Regulations;
13.3. The Scheme being approved by the requisite majorities in number and value of such classes of persons including the members and / or Creditors of the Demerged Company and Resulting Company, as may be directed by the Tribunal or any other competent authority or any other appropriate authority under the applicable provisions of the Act, as may be applicable.
13.4. The requisite consent, approval or permission of the Central Government or any other Statutory or regulatory authority, which by law or regulations or otherwise may be necessary for the implementation of this Scheme.
13.5. Certified or authenticated copy of the order(s) of the NCLT sanctioning the Scheme being filed with the Registrar of Companies by Demerged Company and Resulting Company as may be applicable.

14. EFFECT OF NON-RECEIPT OF APPROVALS / SANCTIONS

In the event of any of the said sanctions and approvals referred to in above clause not being obtained and/or complied with and/or satisfied and/or this Scheme not being sanctioned by NCLT and/or order or orders

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not being passed as aforesaid, this Scheme shall stand revoked, cancelled and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the Demerged Company and Resulting Company or their respective shareholders or creditors or employees or any other person and save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the Applicable Law and in such case, each party shall bear its own costs unless otherwise mutually agreed.

15. COSTS, CHARGES AND EXPENSES

All costs, charges and expenses including stamp duty and registration fee of any deed, document, instrument or NCLT's order including this Scheme or in relation to or in connection with negotiations leading up to the Scheme and of carrying out and implementing the terms and provisions of this Scheme and incidental to the completion of arrangement in pursuance of this Scheme shall be borne in the manner as may be mutually agreed to between the Board of Directors of Demerged Company and Resulting Company or such other person or persons, as the respective Board of Directors may authorize including any committee or sub-committee thereof.

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SCHEDULE 1

Detail of Leasehold land

Plot No. F/101 measuring 0.960 acres (Revenue Plot No.44(P), Khata No.612 (HAL)/472 (SABIK), Mouza Chandrasekharpur, Tahasil Bhubaneswar, DistKhurda, Orissa.

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Annexure 2

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Annexure 3

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Annexure 4

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

 

   

 

          

             

 

  
  

 

  
      

 

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==> picture [140 x 78] intentionally omitted <==



 
  
-  
-   
-    
-     
-  
-   

 

 

  

  

 
        
    
 

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==> picture [143 x 80] intentionally omitted <==



 

  
  
    
  
  

• 

  
        

 

• 

  

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==> picture [142 x 79] intentionally omitted <==



• 

 

  

 

  
 

 



 





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

 

 



   

 

          

             

 

  
  

 

  
      
  
 
  
   

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

   



 

 

  

  

 
        
      
  
  
    
  
  

• 

  

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

 

  

        

 

• 

     

• 

 

  

 

  
 

 



  



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Annexure 5

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Annexure 6

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Ref: NSE/LIST/ 33044

June 01, 2023

The Company Secretary Speciality Restaurants Limited Uniworth House, 3A Gurusaday Road, Kolkata, West Bengal-700 019.

Kind Attn.: Mr. Avinash Kinhikar

Dear Sir,

Sub: Observation Letter for draft scheme of arrangement between Speciality Restaurants Limited (“Demerged Company” or “SRL”) and Speciality Hotels India Private Limited (“Resulting Company” or “SHIPL”) and their respective shareholders and creditors.

We are in receipt of draft scheme of arrangement between Speciality Restaurants Limited (“Demerged Company” or “SRL”) and Speciality Hotels India Private Limited (“Resulting Company” or “SHIPL”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 vide application dated October 25, 2022.

Based on our letter reference no. NSE/LIST/33044 dated March 06, 2023, submitted to SEBI and pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and Regulation 94(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated May 31, 2023, has inter alia given the following comment(s) on the draft scheme of arrangement:

a. Company shall ensure to disclose all the details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed Company and the Stock Exchanges.
c. The entities involved in the scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
d. Company shall ensure that information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
e. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
f. Company shall ensure that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.

This Document is Digitally Signed

Signer: DHAROD CHARMI CHETAN Date: Thu, Jun 1, 2023 15:59:46 IST Location: NSE

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Continuation Sheet

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g. Company shall ensure to incorporate the pre & post scheme details of Assets and Liabilities of SRL & SHIPL, the details of Assets and Liabilities of demerged undertaking / business, the rationale for arriving at the share entitlement ratio and the confirmation that there is no clause in the Lease Deed dated November 02, 2015 executed between Speciality Restaurants Limited and Orissa Industrial Infrastructure Development Corporation which may have any adverse implications on the instant scheme of arrangement as well as on the shareholders of Speciality Restaurants Limited, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013.
h. Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
i. Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.
k. Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
l. Company to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.
m. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

This Document is Digitally Signed

Signer: DHAROD CHARMI CHETAN Date: Thu, Jun 1, 2023 15:59:46 IST Location: NSE

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Continuation Sheet

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Please note that the submission of documents/information in accordance with the Circular to SEBI/Exchange should not in any way be deemed or construed that the same has been cleared or approved by SEBI/Exchange. SEBI/ Exchange does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from June 01, 2023, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Charmi Dharod Senior Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

Signer: DHAROD CHARMI CHETAN Date: Thu, Jun 1, 2023 15:59:46 IST Location: NSE

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Annexure 7

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Annexure 10

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OOM



 

  



               

  





				 
			
    		 	  

 



 					   	   
				
						
			
		


   



  

  

~~145~~

OOM

 

      
    
  
  
      
  



  

							 
						 
		 				 	 
						



 

	

	





 




  

~~146~~

OOM

 

		
		
		
		
 		

 

RISKS IN RELATION TO THE FIRST OFFER

      

GENERAL RISKS

         

PROCEDURE

      

      

~~147~~

OOM

				

	  	      	      	      
			


 

  	
	

 


 	
	
 	
	
	
 	
      	

			
			
	 		 

 

~~148~~

OOM

                 

  

         

  

    



 



 









  

(2)  
(3)  



			
			
 		    	 
	 		    

~~149~~

OOM

			     	     
	 		     	    
	 		                	    







OBJECTS OF THE ISSUE

 



				   
			
				
			

			


  

 

 

~~150~~

OOM

 	 	 	 	 			
 					
					
					
 					
 					
 					
					

								


		 						
								
								

								


		 						
								
								
   ₹                                          (2,80,734)     (1,94,134) (1,80,734)                            
			 			 	 			          
	 								
	  								
	  								
									
									(2,80,734)
							(1,94,134)		(1,80,734)
	 								
	 								
									
	 								

~~151~~





INTERNAL RISK FACTORS



 

  
     

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. 

	 	 	  	     	  	    

						
						

						
						

						 6.51
		 27				 29.79

						
						

B. 

				


C.   
D.  

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



       



  

 

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Annexure 12

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List of pending Litigation against the Demerged Company
Sr. Court / Tribunal Parties Brief Summary Current Status
No.
1 Calcutta High Court Income Tax Income Tax (F.Y.2009-10 relating to A.Y.2010-11) - Assessment demand of The case is pending
Department ₹ 9,24,280-. This case was earlier decided by CIT(A) and Income Tax before Hon’ble
Tribunal in company’s favour. The department has gone to High Court for Calcutta High
the same. Court
2 Joint Commissioner, VAT Sales Tax Department CST FY 2009-10 - Order Dated 28.03.2014 total demand of ₹ 16,45,385/- Appeal pending
Maharashtra on Franchise fee out of which company paid ₹ 1,00,000/- and filed appeal hearing
3 Joint Commissioner, VAT Sales Tax Department CST FY 2010-11 - Order Dated 19.09.2015, total demand of ₹ 50,21,783/- Appeal pending
Maharashtra out of which company has paid ₹ 5,00,000/- and filed appeal hearing
4 Sales Tax Department - Sales Tax Department FY 2010-11 - Only Fish - Demand Notice of ₹ 1,09,627/-. Pending hearing
Mumbai - Mumbai
5 Joint Commissioner, VAT Sales Tax Department FY 2011-12 -Order dated 30.03.2016 for demand of ₹ 53,54,778/- mainly Pending hearing
Maharashtra due to VAT on service tax and company has paid ₹ 1,14,860/- on
16.07.2018 as appeal fee. Joint Commissioner Appeal passed the order in
favour of revenue authorities and company has filed the appeal before
Appellate Tribunal against the order of JC Appeal.
6 Joint Commissioner, VAT Sales Tax Department FY 2011-12 - Order dated 30.03.2016 for demand of ₹ 69,96,963/- mainly Pending hearing
Maharashtra due to VAT on Franchise fee and company has paid ₹ 3,74,795/- as appeal
fee on 16.07.2018. Joint Commissioner passed the order in favour of
revenue authorities and company has filed the appeal before appellate
Tribunal against the order of JC Appeal.
7 Joint Commissioner, VAT Sales Tax Department FY 2012-13 - Order dated 29.07.2016 for demand of ₹ 72,22,290/- mainly Pending hearing
Maharashtra due to VAT on Service Tax collection. The company has filed an appeal
before the Joint Commissioner Appeal against the order of assessing officer
and paid ₹ 21,709/- as appeal fee on 16.07.2018. Joint Commissioner
Appeal passed the order in favour of revenue authorities and company has
filed an appeal before Appellate Tribunal against the order of JC Appeal
8 Joint Commissioner, VAT Sales Tax Department CST FY 2012-13 - Order dated 29.07.2016 for demand of ₹ 93,78,016/- Pending hearing
Maharashtra mainly due to VAT on Franchise fee. The company has filed an appeal
before the Joint Commissioner Appeal against the order of assessing officer
and paid ₹ 5,35,889/- on 16.07.2018 as appeal fee. Joint Commissioner
Appeal passed the order in favour of revenue authorities and company has
filed appeal before Appellate Tribunal against the order of JC Appeal.
9 Joint Commissioner, VAT Sales Tax Department VAT FY 2013-14 - Order dated 29.04.2017 for demand of ₹ 76,01,482/- Pending hearing
Maharashtra mainly due to VAT on Service Tax collection and company has paid ₹
4,19,970/- on 09.10.2017. The company has filed an appeal before the
Joint Commissioner Appeal against the order of assessing officer.
10 Joint Commissioner, VAT Sales Tax Department CST 2013-14 - Order dated 29.04.2017 for demand of ₹ 1,49,10,459/- Pending hearing
Maharashtra mainly due to CST on Franchise fee and company has paid ₹ 8,27,210/-.
The company has filed an appeal before the Joint Commissioner Appeal
against the order of assessing officer.
11 Joint Commissioner, VAT Sales Tax Department VAT FY 2014-15 - Order dated 29.08.2018 for demand of ₹ 1,34,38,905/- Pending hearing
Maharashtra mainly due to VAT on Service Tax collection. The company has filed an
appeal before the Joint Commissioner Appeal against the order of assessing
officer.
12 Joint Commissioner, VAT Sales Tax Department CST FY 2014-15 - Order dated 29.08.2018 for demand of ₹ 82,48,397/- Pending hearing
Maharashtra mainly due to CST on Franchise fee. The company has filed an appeal
before the Joint Commissioner Appeal against the order of assessing officer.
13 Joint Commissioner, VAT Sales Tax Department VAT 2015-16 Order dated 26.02.2019 for demand of Rs.1,55,67,463/- Pending hearing
Maharashtra mainly due to vat on Service Tax collection. The company has filed an
appeal before the Joint Commissioner Appeal against the order of assessing
officer.
14 Joint Commissioner, VAT Sales Tax Department CST 2015-16 Order dated 26.02.2019 for demand of Rs.4518,980/- Pending hearing
Maharashtra mainly due to CST on Franchise fee. We also filed an appeal before the
Joint commissioner appeal against the order of assessing officer.
15 Joint Commissioner, VAT Sales Tax Department CST 2016-17 Order dated 20.03.2020 for demand of Rs.46,28,670/- Pending hearing
Maharashtra mainly due to CST on Franchise fee. We also filed an appeal before the
Joint commissioner appeal against the order of assessing officer.
16 Joint Commissioner, VAT Sales Tax Department VAT 2016-17 - Order dated 20.03.2020 for demand of ₹ 40,57,423/- Pending hearing
Maharashtra mainly due to VAT on Service Tax collection. The company has filed an
appeal before the Joint Commissioner Appeal against the order of assessing
officer.
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List of pending Litigation against the Demerged Company
Sr. Court / Tribunal Parties Brief Summary Current Status
No.
17 Appeal Deputy VAT Department VAT order for FY 2012-13 & 2013-14 (Upto September 2013) Order Pending hearing
Commissioner Hyderabad dated 24.01.2015 for total demand of ₹ 17,77,778/- and company has paid ₹
8,90,000/-. This demand is mainly due to disallowance of input VAT on
LPG and levy of VAT on Service Tax. The company has received the
order for Oct-13-Mar-15 in which department accepted plea to levy vat on
service tax.
18 Appeal Deputy VAT Department VAT order for FY 2015-16 - VAT on Service Tax. The company has Pending hearing
Commissioner Hyderabad paid 12.5% at the time of appeal ₹ 1,42,607/-. This matter is on same issue
which company has already won for the year Oct-13 to Mar-15
19 Appeal Deputy VAT Department VAT order for June-16-June-17 - Assessing officer passed the order dated Pending hearing
Commissioner Hyderabad 03.02.2020 levying tax on Cocktail Sale @12.5% in spite of the fact that
Cocktail Sale (Liquor Sale) is exempt in Telangana State. The company
has filed the appeal before Appellate Dy. Commissioner against the same
order. The company has paid the 12.5% VAT i.e. ₹ 81,615/- on disputed
tax i.e. ₹ 6,52,920/- at the time of appeal. By order dated 14.03.2022
Appellate Deputy Commissioner has passed an order disallowing
company's appeal. The company has filed an appeal before Additional
Commissioner after payment of appeal fee of ₹ 1,65,396/-. In total the
company has paid till date ₹ 2,47,011/-(1,65,396/-+81615 paid earlier).
20 Appeal Tribunal Sales Tax Department Sales tax order for A.Y. 2006-07 - State Government has filed the appeal Pending hearing
- Chennai against Order dated 19.06.2013 vide appeal No.STA236 of 214 dated
07.04.2014. The company had filed the review petition before Appellate
Tribunal against the unfavourable order dated 13.05.2016 and paid ₹
14,58,389/- on 20.03.2017 under protest to Chennai VAT Department.
21 Appeal Tribunal Sales Tax Department Sales tax order for A.Y. 2007-08. State Government has filed the appeal Pending hearing
- Chennai against Order dated 19.06.2013 vide appeal No.STA236 of 214 dated
07.04.2014. The company has filed the review petition before Appellate
Tribunal against the unfavourable order dated 13.05.2016 and paid ₹
69,02,204/- under protest to Chennai VAT Department.
22 Appeal Tribunal Sales Tax Department Sales tax order for A.Y. 2008-09. State Government has filed the appeal Pending hearing
- Chennai against Order dated 19.06.2013 vide appeal No.STA236 of 214 dated
07.04.2014. The company has filed the review petition before Appellate
Tribunal against the unfavourable order dated 13.05.2016 and paid ₹
88,07,779/- on 20.03.2017 under protest to Chennai VAT Department.
23 Commissioner Service Tax Service Tax FY 2012-18 - The order pertains to disallowance of excess service tax input Pending hearing
of ₹ 7,87,54,000/- availed on the services received as department contention
is that Company is paying service tax after availing abatement on output
services, so input credited should also be restricted to that extent only.
24 Additional Commissioner Goods and Service Notice received on refund received of ₹ 1,28,13,520/- GST paid on the Pending hearing
(Appeals- III) Tax basis of reverse charge mechanism on liquor license fees paid.
25 Central Board of Indirect Goods and Service Two Show Cause Cum Demand Notices (“Demand Notices”) for ₹ The Company has
Taxes & Customs, GST, Tax 3,58,17,723/- from Central Board of Indirect Taxes & Customs, GST, Audit filed the
Audit Commissionerate-III, Commissionerate-III, Mumbai in relation to Ineligible refund of GST paid appropriate
Mumbai on liquor license fees, disallowance of non-reversal of Input Tax Credit, response to the
Non Payment of GST on income declared as an advance received in Demand Notice
Balance Sheet and demand raised under other audit observations
26 Office of the Goods and Service Demand notice for ₹ 3,74,90,370/- received in relation to payment of The Company has
Commissioner, Kolkata Tax shortfall tax under Section 74(5) of the CGST Act, 2017 and other relevant filed the
South CGST & CX provisions appropriate
27 Assistant Commissioner Sales Tax, West Re-opening of assessment case of West Bengal under VAT Act for FY 2017- Pending hearing
VAT Bengal 18 for ₹ 25,698,388/-
28 District Consumer Dispute Alok Mukherjee V/s The company had sent refund of ₹ 222/- service charge. Consumer did Pending for filing of
Redressal Commission, The Manager, not encash the refund cheque and has filed a complaint regarding refund of questionnaire by
Kolkata Unit - III Mainland China service charge of ₹ 222/- and claimed ₹ 70,000/- towards compensation and the complainant.
cost of complaint.
29 Civil Courts, Chandigarh Narinder Pal Singh Eviction application filed by Narinder Pal Singh against Ananda Hospitality. Pending for filing of
V/s Ananda Speciality Restaurants Limited is Proforma Respondent No.5 and no case reply and POA
Hospitalities, Manav made out against SRL in the petition.
Mehra, Munish Goyal,
Parminder Singh
Chhina and Mainland
China
30 Bhoiwada Court A.A. Tamboli V/s Mr. Non compliance under the factory act. Pending hearing
Indranil Chatterjee
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Speciality Restaurants Limited — Proxy Solicitation & Information Statement 2024

60783_rns_2024-05-29_7187cbb9-7b00-4a88-8989-faecdb35c03f.pdf

Corporate Identity Number (CIN): L55101WB1999PLC090672

COMPANY APPLICATION (CAA) No. 217 of 2023

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH

AND

NOTICE CONVENING THE MEETING OF

THE EQUITY SHAREHOLDERS OF SPECIALITY RESTAURANTS LIMITED

NOTES:

18. VOTING THROUGH ELECTRONIC MEANS

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

How do I vote electronically using NSDL e-Voting system?

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

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?

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?

General Guidelines for shareholders

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

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

21. DECLARATION OF RESULTS ON THE RESOLUTION

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT KOLKATA

COMPANY APPLICATION (CAA) No. 217 of 2023

THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND OTHER APPLICABLE PROVISIONS OF LAW.

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SPECIALITY RESTAURANTS LIMITED AND SPECIALITY HOTELS INDIA PRIVATE LIMITED AND ITS RESPECTIVE SHAREHOLDERS AND CREDITORS

(I) DETAILS OF THE ORDER OF THE NCLT DIRECTING THE CALLING, CONVENING AND CONDUCTING OF THE MEETING:

(II) DETAILS OF THE COMPANIES:

Speciality Restaurants Limited – Demerged Company

Speciality Hotels India Private Limited – Resulting Company

(III) OTHER PARTICULARS OF SPECIALITY RESTAURANTS LIMITED AS PER RULE 6(3) OF THE COMPANIES (COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016:

A) THE OBJECTS TO BE PURSUED BY THE DEMERGED COMPANY ON ITS INCORPORATION ARE:-

(b) Details of change of name, registered office and objects of the Demerged Company during the last five years:

(c) Details of the capital structure of the Demerged Company including authorised, issued, subscribed and paid up share capital:

(A) Share Capital as on May 20, 2024:

(B) The expected post-Scheme capital structure of the Demerged Company will be as follows:

(A) The details of the Promoters of the Demerged Company are as follows:

(B) The details of the Directors of the Demerged Company are as follows:

(h) Disclosure about effect of the Scheme on the various stakeholders of SRL:

(IV) OTHER PARTICULARS OF SPECIALITY HOTELS INDIA PRIVATE LIMITED AS PER RULE 6(3) OF THE COMPANIES (COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016:

(A) The details of the Promoters of the Resulting Company are as follows:

(B) The details of the Directors of the Resulting Company are as follows:

(V) OTHER PARTICULARS OF THE COMPANY AS PER RULE 6(3) OF THE COMPANIES (COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016:

(a) Relationship between the Companies involved in the Scheme of Arrangement:

(b) Appointed Date, Effective Date, and Consideration for the Scheme:

(c) Consideration for the Demerger:

(d) Summary of the Valuation Report and Fairness Opinion:

(e) Detail of capital restructuring:

(f) Detail of debt restructuring:

Rationale of the Scheme

Synergies of business of the entities involved in the Scheme

Cost benefit analysis of the Scheme

Benefits of the Scheme

(h) The pre-Scheme and post-Scheme shareholding patterns of the Company and SHIPL:

Speciality Restaurants Limited:

Disclosure as per Observation Letter of Stock Exchanges:

(a) pre & post scheme details of Assets and liabilities of SRL & SHIPL:

Registered Office:

SCHEME OF ARRANGEMENT

BETWEEN

SPECIALITY RESTAURANTS LIMITED

AND

SPECIALITY HOTELS INDIA PRIVATE LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE

A. DESCRIPTION OF COMPANIES

B. RATIONALE AND PURPOSE OF THE SCHEME

C. PARTS OF THE SCHEME

PART I

DEFINITIONS AND SHARE CAPITAL

1. Definitions

2. INTERPRETATIONS:

3. DATE WHEN SCHEME COMES INTO OPERATION

4. SHARE CAPITAL

PART II

6. CONSIDERATION FOR TRANSFER OF LEASEHOLD LAND FROM DEMERGED COMPANY TO THE RESULTING COMPANY

7. ACCOUNTING TREATMENT

Speciality Restaurants Limited Proxy Solicitation & Information Statement 2024