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Barbeque-Nation Hospitality Ltd.

BSE: 543283 Sector: Services
NSE: BARBEQUE ISIN Code: INE382M01027
BSE 00:00 | 06 Jul 1074.50 29.65
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NSE 00:00 | 06 Jul 1071.95 25.05
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OPEN 1053.70
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VOLUME 8973
52-Week high 1949.70
52-Week low 850.00
P/E
Mkt Cap.(Rs cr) 4,184
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1053.70
CLOSE 1044.85
VOLUME 8973
52-Week high 1949.70
52-Week low 850.00
P/E
Mkt Cap.(Rs cr) 4,184
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Barbeque-Nation Hospitality Ltd. (BARBEQUE) - Director Report

Company director report

To

The Members

Barbeque-Nation Hospitality Limited

Your Directors have pleasure in presenting the Fifteenth (15th) AnnualReport of the Company together with the Audited Standalone and Consolidated FinancialStatements for the Financial Year ended 31st March 2021 (‘FY 2021').

1. FINANCIAL SUMMARY OR HIGHLIGHTS

(Amount in Rs. million)

Particulars Standalone Consolidated
Financial Year 2021 Financial Year 2020 Financial Year 2021 Financial Year 2020
Revenue from Operations 4532.74 7870.52 5070.82 8469.70
Other Income 405.42 33.06 460.48 38.24
Total Income 4938.16 7903.58 5531.30 8507.94
Total Expenses 4133.80 6308.11 4606.99 6827.55
EBITDA 804.36 1595.47 924.31 1680.39
Finance Costs 705.93 631.61 848.68 755.92
Depreciation 1011.61 1045.73 1211.70 1339.63
Profit/Loss before Tax and Exceptional Items (913.18) (81.87) (1136.07) (415.16)
Exceptional Items – Loss/(Gain) (20.67) 766.86 (20.67) (163.80)
Profit/(Loss) before Tax (892.51) (848.73) (1115.40) (251.36)
Tax Expense/Benefit (189.57) 77.92 (196.55) 77.92
Net Profit/(Loss) (702.94) (926.65) (918.85) (329.28)
Other Comprehensive Income/(Losses) (7.6) (5.76) 25.56 (26.49)
Total Comprehensive Income/(Losses) for the year (695.34) (932.41) (893.29) (355.77)
Earnings per Share (Basic & Diluted) (24.23) (33.11) (31.14) (11.77)

2. STATE OF COMPANY'S AFFAIRS AND BUSINESS PROSPECTS

Your Board is pleased to report that FY 2021 journey started with astore network of 164 outlets which included 147 Barbeque Nation restaurants in India

6 Barbeque Nation restaurants outside India and 11 restaurants whichare operated by the subsidiary Red Apple Kitchen Consultancy Private Limited. During theyear 3 Barbeque Nation Restaurants were opened and 3 Barbeque Nation Restaurants wereclosed and the cumulative number of stores/outlets of the Company as at the end of FY 2021was 164.

The hospitality industry was one of the worst-affected by the COVID-19pandemic as lockdowns social distancing norms and heightened concerns over safetycrimped demand. With a large pan-India presence your Company was also not immune to themajor challenges triggered by the pandemic and though your Company focused on innovationand responsible stewardship to navigate through the challenges and operate in the newnormal scenario the pandemic had an inevitable negative impact on the performance for theyear.

Revenue from operations declined by about 40% to RS. 5070.82 millionwhile total expenses also reduced by around 32% to RS. 4606.99 million on account of costnegotiations as well as lower overall business. It must be noted that despite achallenging environment your Company turned in a positive EDIBTA of RS. 924.31 millionvs. RS. 1680.39 million in 2019-20. The Company incurred a net loss of RS. 918.85 millionfor the year.

Yet there were many positives too and one of the major highlights wasrapid success achieved in the delivery business through product innovation andtransformation including "Barbeque in a box" "Grills in a box"etc. that sought to recreate the same Barbeque-Nation dine-in experience for in-homeconsumption. Further the new products offered deep value propositions that resonated withcustomers. Moreover your Company also made rapid strides in digital with its own app andwebsite geared to take delivery orders as well as provide in-store dining reservations.These features were available on third-party aggregators too thus enabling your Companyto create a new channel for customers. Furthermore your Company also placed emphasis onthe Smiles loyalty program that reinforced your Company's value proposition to itscustomers helping expand engagement and creating opportunities for multiple consumption.

COVID-19 pandemic and its impact on the Company:

The World Health Organization declared the outbreak of COVID-19 aPublic Health Emergency of International Concern on January 30 2020 and a pandemic onMarch 11 2020. Further on March 14 2020 India declared COVID-19 as a "notifieddisaster" and imposed a nationwide lockdown which was announced on March 24 2020.Subsequently progressive relaxations have been granted for movement of goods and peopleand cautious re-opening of businesses and offices. The outbreak of COVID-19 as well asGovernment of India (GoI) measures to reduce the spread of COVID-19 have had a substantialadverse impact on our restaurant operations since March 2020 and the timing of how longthe COVID-19 pandemic will last is still uncertain. In addition the Company'srestaurants in different states and regions in India have been disproportionately affectedby COVID-19 and the measures implemented in each state have varied due to regional andregulatory differences in each state of the country. As a result of COVID-19 the Companyhad to temporarily close a number of restaurants across India commencing from March 2020and experienced reduced store-level operations including reduced operating hours andrestaurant closures. During the initial stages of the crisis footfalls and sales in therestaurants fell significantly due to the lockdown and other measures implemented by theGoI.

Re-opening of Outlets:

As and when restrictions on operations were lifted by the concernedregulatory authorities the Company ramped up the operations of its restaurants.

During the COVID-19 pandemic the Company implemented high standards ofsafety and hygiene protocols across its Barbeque-Nation Restaurants in India coveringguest safety employee safety sanitisation physical distancing temperature checks andsafe deliveries. The Company has made required changes to the seating layouts andrestricted movement of crowds to maintain physical distancing. The Company also launched#NoCompromiseDining with operating procedures outlining physical distancing contact-freeexperience sanitization protocols and customer experience.

Sales Recovery:

Sales have recovered gradually post lockdown release and easing ofvarious supply side restrictions like restrictions on operating hours operationalcapacity and sales of liquor. While some of these restrictions have eased across a fewstates the Company continues to face some restrictions across some cities. Recovery ofthe Company's monthly sales has been driven both by an increase in dine-in sales anddelivery sales.

Delivery Focus with Product Innovation:

Delivery business has grown from _260.93 million in Fiscal 2020 to_769.8 million in Fiscal 2021. The Company will continue to focus on the delivery segmentand will continue to work on improving product offering in relation to consistencyquality recipes delivery menu and meal combos. One of the Company's deliveryproducts "Barbeque-in-a-Box" that was launched in June 2020 provides a widerange of starters main course and desserts. This is in addition to two other products"Grills in a Box" and "Meals in a Box" which are offered throughdelivery among other offerings. The Company will continue to work towards increasing theaverage daily sales of these products and their variants.

Onset of the second wave (Resurgence of COVID-19 pandemic):

India has been facing yet another crisis with the onset of the secondwave of COVID-19 leading to emergence of lockdowns in various parts of the country fromearly April 2020. There have been restrictions on operating hours closure of dine-inbusiness and restrictions on the movement of general non-essential services. This has onceagain impacted the Company's dine-in business and the timing of recovery of thissituation is still uncertain. The Company has however continued to focus on its deliverybusiness and has seen strong growth that is expected to add incremental sustainablebusiness on top of its dine-in business.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review the Company has witnessed higherproportion of revenue derived from its delivery segment. In FY 2021 15.20% of theCompany's revenue was derived from the delivery segment as compared to 3.10% in FY2020.

4. DIVIDEND

In view of the losses incurred dividend could not be recommended forFY 2021.

5. AMOUNTS TRANSFERRED TO RESERVES

The Company does not have any surplus to transfer to reserves duringthe FY 2021.

6. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act 2013read with Rule 12 of the Companies (Management and Administration) Rules 2014 copy ofthe Annual Return of the Company for the Financial 2020-21 is available on theCompany's website at https://www.barbequenation.com/report-presentation

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required underSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed separately in the Annual Report.

8. BOARD MEETINGS

Fifteen (15) meetings of the Board of Directors were held during FY2021. The intervening gap between any two meetings was within the prescribed period as perthe Companies Act 2013. The details of the meetings of the Board and its Committees aregiven in the Corporate Governance Report which forms an integral part of the AnnualReport.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of the Board of Directors Key

Managerial Personnel and changes in the composition of the Board ofDirectors and Key Managerial Personnel as on 31st March 2021 is exhibited below:

Name Designation Date of appointment
1. Mr. T N Unni Chairman Non-Executive Independent Director 09/02/2009
2. Mr. Kayum Razak Dhanani Managing Director 30/11/2012
3. Mr. Rahul Agrawal* Chief Executive Officer & Whole Time Director 31/12/2020
4. Mr. Raoof Razak Dhanani Non-Executive Director 01/07/2015
5. Mrs. Suchitra Dhanani Non-Executive Director 01/07/2015
6. Mr. Abhay Chintaman Chaudhari Non-Executive Independent Director 28/02/2017
7. Mr. Natarajan Ranganathan** Non-Executive Independent Director 31/12/2020
8. Mr. Devinjit Singh*** Non-Executive Director 31/12/2020
9. Mr. Tarun Khanna Nominee Director 12/04/2013
10. Mr. Amit V Betala Chief Financial Officer 14/01/2020
11. Ms. Nagamani C Y Company Secretary 21/07/2014

* Mr. Rahul Agrawal was appointed as Chief Executive Officer &Whole-Time Director of the Company at the Board meeting held on December 31 2020 whichwas approved by the Shareholders at the Extra-ordinary General Meeting held on January 232021.

** Mr. Natarajan Ranganathan was appointed as a Non-ExecutiveIndependent Director of the Company pursuant to the resolution passed by the shareholdersat the Annual General Meeting held on December 31 2020.

*** Mr. Devinjit Singh was appointed as an Additional Director of theCompany at the Board Meeting held on December 31 2020 and further appointed as aNon-Executive Director of the Company pursuant to the resolution passed by theshareholders at the Extra-Ordinary General Meeting held on January 23 2021. The Companyhas received necessary declarations under Section 149(7) of the Companies Act 2013 fromall Independent Directors of the Company to the effect that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013.

10. FORMAL ANNUAL EVALUATION

Your Company has formulated a Policy for selection of Directorsdetermining independence of Directors and for the performance evaluation of BoardCommittees other individual Directors and Independent Directors. Detailed informationabout the performance evaluation of the Board and its criteria are given in the CorporateGovernance Report forming integral part of this Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of Board's knowledge and belief and according to theinformation and explanations obtained by the Board of Directors your Directors make thefollowing statements in terms of Section 134(3) (c) of the Companies Act 2013: a) in thepreparation of the annual accounts for the FY 2020-21 the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;b) the Directors have selected such accounting

policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as on March 31 2021 and of the Profit and Loss of the Company for thatperiod;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concernbasis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTORAND OTHER MATTERS AS STATED IN SECTION 178(3) OF THE COMPANIES ACT 2013.

Your Company has an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate its functionsof governance and management. As on 31st March 2021 the Board consists of 9 (Nine) members

- 2 (Two) Executive Directors 3 (Three) Independent Directors 1 (One)Nominee Director of investors and 3 (Three) Non-Executive Directors. The Boardperiodically evaluates the need for change in its composition and size. The Policy of theCompany on Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters asprovided under Sub-Section (3) of Section 178 of the Companies Act 2013 has beenformulated by the Nomination and Remuneration Committee and approved by the Board ofDirectors of the Company. The copy of the policy is available on the website of theCompany at https://www.barbequenation.com/ corporate-governance-policies

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees or investments covered under Section 186 of theCompanies Act 2013 forms part of the notes to the financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

All Related Party Transactions (RPTs) which were entered in to duringthe financial year were on arm's length basis and were in the ordinary course ofbusiness. All RPTs were placed before the Audit Committee for approval. A Policy on RPTsas approved by the Board is uploaded on the Company's website at https://www.barbequenation.com/corporate-governance-policies. Particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act 2013 are enclosedin the prescribed format Form AOC-2 as Annexure-2.

15. CHANGES IN SHARE CAPITAL:

A. CAPITAL STRUCTURE:

The Authorized/Nominal Share Capital of the Company is RS.300000000/- divided into 60000000 Equity Shares of RS. 5/- each. The IssuedSubscribed and Paid-up Equity Share Capital of the Company as on 31st March 2021 is RS.169714600/- divided into 33942920 Equity Shares of RS. 5/- each. The Company hasonly one class of Equity Share.

During the year under review the Paid up Share Capital of the Companywas increased from RS. 139958940/- to RS. 169714600/-. The Company has issued andallotted 5951132 Equity Shares of RS. 5/- each at a premium of RS. 247/- per Sharethrough Private Placement on a Preferential basis (as "Pre- IPO") on the belowmentioned dates to

Messrs Xponentia Opportunities Fund I Jubilant FoodWorks Limitedcertain employees and Public Shareholders:

Sl. No. Date of Allotment No. of Shares Allotted Issue Price per Share (in H)
1. 02/12/2020 238890 252
2. 04/12/2020 59524 252
3. 01/01/2021 1230159 252
4. 05/01/2021 496435 252
5. 20/01/2021 42630 252
6. 25/01/2021 3883494 252

Further in the month of April 2021 the Company raised RS. 1800million through an Initial Public Offer (IPO). Post the IPO Paid-up share capital of theCompany increased to RS. 187714600/- divided into 37542920 Equity Shares of RS. 5/-each. The Company has issued and allotted 3600000 Equity Shares of RS. 5/- each at apremium of RS. 495/- per Share in the IPO.

The Company has taken necessary approvals of the Board and Shareholdersfor the aforesaid issue of Shares.

B. Buy Back of Securities:

The Company has not bought back any of its securities during the yearunder review.

C. Details of issue of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the yearunder review.

D. Disclosure in respect of voting rights not exercised directly by theemployees in respect of shares to which the scheme relates:

There are no such cases arisen during the year under review.

E. Details of Issue of Equity Shares with Differential Rights:

The Company has not issued any Equity Shares with differential rightsduring the year under review.

F. Bonus Shares:

No Bonus Shares were issued during the year under review.

16. INVESTORS' EDUCATION AND PROTECTION FUND:

Pursuant to the Section 125 of the Companies Act 2013 read with theInvestors' Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("the IEPF Rules") all unpaid or unclaimed Dividends arerequired to be transferred by the Company to the Investors' Education and ProtectionFund established by the Government of India after the completion of seven years.Further according to the aforesaid Rules the Shares on which Dividend has not been paidor claimed by the Shareholders for seven consecutive years or more shall also betransferred to the Demat account of the IEPF Authority.

During the year under review there were no unpaid or unclaimed amountrequired to be transferred to IEPF account and further the Company has unclaimed Dividendof RS. 200/- lying in the Unpaid Dividend account of the Company for the FY 2021.

17. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

There are no significant events occurred after the Balance Sheet datewhich have material impact on financial statement except as stated below:

A. Initial Public Offer

The Company has successfully completed Initial Public Offer (freshissue and Offer for Sale) of Equity Shares of the Company which are listed on NationalStock Exchange of India Limited (NSE) and BSE Limited on April 7 2021. In compliance withSEBI Circular No. CIR/CFD/CMD/6/2015 dated 13th October 2015 the Company has executed aUniform Listing Agreement with BSE Limited and National Stock Exchange of India Limitedwhere the Shares of the Company got listed. In the aforesaid Initial Public (IPO) Offer3600000 fresh Equity Shares of RS. 5/- each at premium of RS. 495/- each aggregating toRS. 1800000000/- (Rupees One

Eighty crores only) were offered to the Public.

Further Offer for Sale of 5457470 Equity Shares of RS. 5/- each bycertain existing shareholders (selling shareholders) at an offer price of RS. 500/- perShare aggregating to RS. 2728735000/-(Two hundred and Seventy Two Crores Eighty Sevenlakhs Thirty Five thousand only) was also made in the IPO.

The Company has paid Annual Listing Fees for the Financial Year 2021-22to both the Stock Exchanges.

B. 2nd Wave of COVID-19 (resurgence of pandemic)

With the onset of second wave of COVID-19 and various state-levellockdown restrictions the dine-in business has been significantly impacted which can havesignificant impact on the Company's financial performance.

18. MATERIAL CHANGES & COMMITMENTS

There were no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report except asreported under para 17 above.

19. PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulation2015 the Company has adopted a ‘Code of Conduct for Prevention of InsiderTrading'. The said Code is available on the Company's website at https://www.barbequenation.com/corporate-governance-policies.

20. EMPLOYEE STOCK OPTION SCHEME

Your Company has an Employee Stock Option Scheme under Barbeque NationHospitality Limited Employee Stock Option Plan 2015 (‘ESOP Plan 2015') which isadministered by the Nomination and Remuneration Committee for the benefit of employees.The certificate from the statutory auditor of the Company stating that the ESOP Plan 2015has been implemented in accordance with the SEBI(Share Based Employees Benefits)Regulations 2014 and in accordance with the resolutions passed by shareholders of thecompany in the general meeting will be placed before the AGM and the same will also bemade available in the company's website.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures)Rules 2014 and Regulations made by SEBI the applicable disclosures in relation to theESOP Plan 2015 as on 31st March 2021 are as follows:

(i) Description of the existing ESOP Plan is summarized below:

Particulars ESOP Plan 2015
1. Date of Shareholder's Approval August 26 2015
2. Date of last Modification August 27 2020
3. Total number of Options approved 932480
4. Exercise Price Per option Exercise Price varies from employee to employee depending on the various factors such as their level experience number of years of service in the company etc.
5. Pricing Policy The exercise price shall not be less than the face value of the Equity Shares of the company and shall not exceed fair market value of Equity shares of the company on the date of grant.
6. Vesting period Vesting period varies from 1 year to 3 year subject to continuous employment with the Company during the Vesting Period.
7. Exercise Period 60 months from the date of vesting subject to the terms and conditions as stipulated in the ESOP Plan 2015.
8. Variation in terms of Options during FY 21# See Note below

# Variation of terms of options:

During the FY 2021 the ESOP Plan 2015 was modified as hereunder: a.Pursuant to the resolution passed by the shareholders at the Extra-Ordinary Generalmeeting held on August 27 2020 the exercise period was increased from 24 months to 60months in case of continuation of employment. b. Pursuant to the resolution passed by theshareholders at the Extra-Ordinary General meeting held on August 27 2020 the subclauses 2 4 5 and 6 of clause 7.2 of the ESOP Plan 2015 were substituted.

(ii) Movement of options during the FY 2021 is as follows:

Particulars ESOP Plan 2015
1. Number of Options outstanding at the beginning of the FY 2021 (April 1 2020) 527955
2. Number of Options granted during the FY 2021 (including re-grant of surrendered options) 806410
3. Number of Options forfeited/lapsed during the FY 2021 71498
4. Number of Options vested during the FY 2021 1709
5. Number of Options exercised during the FY 2021 0
6. Number of shares arising as a result of exercise of options 0
7. Money realized by exercise of options (Rs.) 0
8. Number of options outstanding at the end of the FY 2021 (March 31 2021) 885155
9. No. of options exercisable as of March 31 2021 100572

(iii) Employee wise details of options granted during the FY 2021 is asfollows:

Particulars Number of Options Granted (including Re-Issue) Exercise Price per Option (in H )
1 Key Managerial Personnel (MD CEO CFO CS)
a. Rahul Agrawal – Chief Executive Officer & Whole Time Director 298214 252
b. Amit V Betala – Chief Financial Officer 20805 252
c. Nagamani C.Y – Company Secretary 974 252
2 Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year
a. Rahul Agrawal – Chief Executive Officer & Whole Time Director 298214 252
b. Gulshan Chawla – Chief People Officer 55555 252
c. Mansoor Memon – Head of Projects 47619 252
3 Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant Nil -

21. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO

(i) Conservation of Energy:

The Company has been working effectively for the conservation of alltypes of energies used across all the restaurants and at the Registered Office. TheCompany is using LED lighting system to ensure that consumption of energy is at minimallevels in the operations.

The Company has not taken any steps for alternative source of energy.

The Company has installed timers for exhaust and fresh air system andenergy management system to save energy.

(ii) Technology absorption: Strengthened Digital Assets

Your Company recently updated its BBQ App. This updated BBQ Appincludes:

(i) option to make dine-in reservations;

(ii) online ordering for our delivery products; and

(iii) exclusive offers through digital coupons.

The BBQ App also provides a payment option for Company's dine-incustomers. Company's share from its digital assets (BBQ App Company's websiteand chat bots) as a percentage of total reservations has grown from 34.6% in the month ofFebruary 2020 to 47.5% in the month of December 2020. Our cumulative mobile downloads haveincreased from over 1.28 million at the end of November 30 2019 to over 2.2 million atthe end of December 2020.

Under the Smiles Loyalty program the Company currently provides 5% ofthe bill value (subject to certain terms and conditions) to customers as Smiles pointswhich can be redeemed within a defined timeline during the customer's next dine-invisit or delivery order from the BBQ App or website. In the month of February 2020 only0.8% of customer bills reflected the redemption of Smiles points but this has grown to9.6% of customer bills for the month of December 2020. As of January 24 2021 the averagerating of the BBQ App on an internet app store was 4.5 out of 5.0.

(iii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Income

(Rs. in lakhs)

Particulars For the year ended March 31 2021 For the year ended March 31 2020
Sale of Food and Beverages 125.86 2568.60

CIF Value of Imports and Expenditure

(Rs. in lakhs)

Particulars For the year ended March 31 2021 For the year ended March 31 2020
Capital Imports 28.26 216.45
Fish Import 339.26 957.96

22. A STATEMENT ON THE DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY

The business and financial risk of the Company are akin to any othercompany in the same line of business. The Company has a robust enterprise risk managementframework to identify and evaluate business risk opportunities. This framework seeks tocreate transparency minimise adverse impact on the business objectives and enhance theCompany's competitive advantage. The business risk policy defines the risk managementapproach across the enterprise at various levels including documentation and reporting.The model has different modes that help identify risk trends exposure and potentialimpact analysis at a company level and also separately for different business segments.The Company has identified various risks and also has mitigation plans for each riskidentified. The said Risk Management Policy is available on the Company's website athttps://www. barbequenation.com/corporate-governance-policies.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR)Committee comprising of Mr. Tarun Khanna Mr. T N Unni Mr. Abhay Chaudhari Mr. KayumDhanani and Mrs. Suchitra Dhanani. Annual Report on CSR including a brief outline of theCSR Policy is enclosed separately as Annexure –4. The copy of CSR Policy is availableon the Company's website at https://www.barbequenation.com/corporate-governance-policies

24. INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System commensurate with thesize scale and complexity of its operations. Internal Controls in the Company have beendesigned to further the interest of all its stakeholders by providing an environment whichis facilitative to conduct its operations and to take care of inter alia financial andoperational risks with emphasis on integrity and ethics as a part of work culture.

The scope and authority of the Internal Audit (IA) is defined by theAudit Committee. The Internal Auditors monitor and evaluate the efficacy and adequacy ofinternal control system in the Company and its compliance with accounting proceduresfinancial reporting and policies at all locations of the Company. Based on the report ofinternal audit process owners undertake corrective action in their respective areas andthereby strengthen the controls. Any significant audit observations and corrective actionsthereon are presented to the Audit Committee and the Board. Pursuant to Section 138 (1) ofthe Companies Act 2013 read with rules made thereunder and resolution passed by theBoard in its Meeting held on 19th November 2018 Messrs. KPMG were appointed as anInternal Auditor of the Company for a period of 2 years from 1st October 2018 to 30thSeptember 2020 and further re-appointed for a period of 6 months from 1st October 2020 to31st March 2021 in the Board Meeting held on 15th October 2020.

Your Company had laid down set of standards process and structureswhich enables to implement internal financial control across the organisation and ensurethat the same are adequate and operating effectively.

25. COMMITTEES OF THE BOARD

As on 31st March 2021 the Board has 5 Committees: Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee IPOCommittee and Stakeholders' Relationship Committee. The composition of theCommittees Roles and Responsibilities Meetings and compliances as per the applicableprovisions of the Act and Rules are given in the Corporate Governance Report formingintegral part of the Annual Report.

26. REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROMHOLDING OR SUBSIDIARY COMPANY

During the year under review no Commission or Remuneration was paid tothe Executive Directors from Subsidiaries of the Company. Further the Company does nothave any Holding Company.

27. DISCLOSURE REGARDING FRAUDS

During the year under review there were no frauds reported by theAuditor to the Audit Committee or to the Board.

28. VIGILANCE MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 the Company hasestablished a Whistle Blower Policy for Directors and employees to report any unethicalconduct misuse of unpublished price sensitive information actual or suspected fraud orviolation of Company's Code of Conduct. The detailed policy is available on thewebsite of the Company at https:// www.barbequenation.com/corporate-governance-policies

29. DISCLOSURE IN RELATION TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND EMPLOYEES UNDER THE ACT

a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company and percentage increase in remuneration ofeach Director Chief Executive Officer Chief Financial Officer and Company Secretary inthe financial year:

(i) Executive Directors:

Name Designation Ratio to median remuneration % increase in remuneration in the financial year
1 Mr. Kayum Dhanani* Managing Director NA NA
2 Mr. Rahul Agrawal** CEO & WTD 60.50 Nil

* The Company is not paying any remuneration to Mr. Kayum Dhanani.

** Mr. Rahul Agrawal was Appointed as a CEO & WTD of the Companyw.e.f. December 31 2020 and ratio to median remuneration is calculated considering theremuneration received for the whole FY.

(ii) Non-Executive Directors:

The Company is not paying any remuneration to Non-Executive Directorsexcept the sitting fees of RS. 25000/- per Board Meeting.

(iii) Key Managerial Personnel:

During the financial year under review there was no increase inremuneration of Key Managerial Personnel (i.e. Chief Financial Officer and CompanySecretary).

b. The percentage increase in the median remuneration of employees inthe financial year: Nil

In view of the economic conditions impacted by the COVID-19 pandemicthe Company has not increased the remuneration of employees of the Company. c. The numberof permanent employees on the payroll of Company: d. Average percentile increase alreadymade in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration:

Nil e. Names and particulars of the employees as required under section197(12) of the Act read with Rule 5 (2) and 5(3) of the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

Name Age Designation Remuneration (INR) Monthly Yearly Qualification & experience Date of commence- ment of employment Previous employment % of shares held in the company Whether relative of any directors or manager
*Mr. Rahul Agrawal 38 Yrs CEO & WTD 1101577 13218926 Post Graduate Diploma in Management from the Indian Institute of Management 14 Years of experience 24-July-17 Worked as Principal at CX Advisors LLP 100000/- equity shares representing 0.29% of the paid share capital Not a relative as per Companies Act 2013
Mr. Mansoor Memon 47 Yrs Head- Projects 850000 10200000 BE in Civil Engineering 16 Years of experience 01-March-19 Business 0 Not a relative as per Companies Act 2013

 

*Mr. Rahul Agrawal was appointed as Chief Executive Officer in theBoard Meeting held on January 14 2020 and further appointed as Chief Executive Officer& Whole Time Director in the Board Meeting held on December 31 2020 andShareholders' Meeting dated January 23 2021.

Notes:

i. The employees included in the table above are permanent employees ofthe Company and their appointments are non-contractual.

ii. In calculating the above remuneration ESOP value has not beenconsidered.

f. Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms that the remuneration is as per the remunerationpolicy of the Company.

30.DEPOSITS

The Company has not accepted any public deposits within the meaning ofSection 73 and under Chapter V of the Companies Act 2013 and the Companies (Acceptance ofDeposit) Rules 2014 during the financial year. Hence details to be given under the Rule8(5) (v) of the Companies (Accounts) Rule 2014 are: NIL

Borrowing of unsecured loan from Mr. Raoof Razak Dhanani Director ofthe Company.

During the FY 2021 the Company has borrowed unsecured loan of RS.20000000/- (Rupees Two Crores only) from Mr. Raoof Razak Dhanani Director and theCompany has repaid the entire loan granted by Mr. Raoof Razak Dhanani as on January 2021.

Further pursuant to Rule 2(c) (viii) of the Companies (Acceptance ofDeposits) Rules 2014 Mr. Raoof Razak Dhanani has provided declaration to the Company thatthe said loan amount has been given out of his own funds and not given out of fundsacquired by him by borrowing or accepting loans or deposits from others.

31. HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES AND JOINT VENTURES

Salient features of the financial statements of Subsidiaries/AssociateCompanies/Joint ventures of the Company are given separately in Form AOC – 1 asAnnexure–1

Particulars Name Country of Incorporation % of Shareholding held by the Company
Holding Company The Company is not a subsidiary of any company NA NA
Subsidiaries Red Apple Kitchen Consultancy Private Limited India 61.35%
Wholly owned subsidiaries Barbeque Nation Mena Holding Limited (BBQ Mena) Dubai 100%
Barbeque Nation Holdings Private Limited Mauritius 100%
Step Down Subsidiaries Barbeque Nation Restaurant LLC Dubai BBQ Mena holds 49%
Barbeque Nation (Malaysia) SDN. BHD. Malaysia BBQ Mena holds 100%
Barbeque Nation International LLC Oman BBQ Mena holds 49%
Barbeque Nation Kitchen LLC* Dubai BBQ Mena holds 49%
Associates/Joint Ventures Nil NA NA

#On the basis of control BBQ Mena has 100% control over the step downsubsidiaries. *Barbeque Nation Kitchen LLC is yet to commence the Business Operations.

Barbeque Holdings Private Limited a Wholly Owned Subsidiary situatedin Mauritius was wound up wef 10th August 2020 pursuant to the notice issued byRegistrar of Companies Port Louis Mauritius.

32. AUDITORS AND AUDITOR'S REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 (2) of the Companies Act2013 Messrs Deloitte Haskins & Sells Chartered Accountants (Firm Registration No.008072S) were re-appointed as Statutory Auditors of the Company for the second term offive consecutive years in the 12th Annual General Meeting held on 4th June 2018 to holdoffice until the conclusion of 17th Annual General Meeting.

The Auditors' Report read together with Annexure referred to inthe Auditors' Report for the financial year ended March 31 2021 do not contain anyqualification reservation adverse remark or disclaimers. During the year under reviewthe Statutory Auditors have not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Mr. Vijayakrishna K T Practising Company Secretary Bengaluru wasappointed as a Secretarial Auditor of the Company for the financial year 2020-21 by theBoard at its Meeting held on 10th February 2021. The Secretarial Audit Report for the FY21 received from Mr. Vijayakrishna K T in Form MR-3 is enclosed separately as Annexure-3.The report does not contain any qualifications reservations adverse remarks ordisclaimers.

33. CORPORATE GOVERNANCE

The Company has been following and adhering to best CorporateGovernance practices to ensure value system of integrity fairness transparencyaccountability and adoption of the highest standards of business ethics which are ofbenefit to all stakeholders. The Corporate Governance Report in terms of Regulation 34 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred as "Listing Regulations") along withCertificate from a Practising Company Secretary regarding compliance to the conditionsstipulated under Chapter IV of the

Listing Regulations is annexed herewith as Annexure- 5 forming integralpart of this Report.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Policy is available on the website of the Company athttps:// www.barbequenation.com/corporate-governance-policies. An Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints receivedand disposed off during the year.

No. of complaints received during financial year 2020-21 : 3 No. ofcomplaints disposed off during the financial year : 3 No. of complaints pending as on theend of the financial year : NIL

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION INFUTURE

During the year under review no significant or material orders werepassed by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operation in future.

36. INSOLVENCY AND BANKRUPTCY CODE 2016

There was no application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the financial year.

37. SECRETARIAL STANDARDS

During the financial year 2020-21 your Company has complied with theSecretarial Standards issued by the Institute of Company Secretaries of India and approvedby the Central Government under Section 118(10) of the Companies Act 2013.

38. DISCLOSURE ABOUT COST AUDIT

Maintenance of Cost Records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to theCompany.

39. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the co-operationand continued support extended by customers shareholders investors partners vendorsbankers the Government and statutory authorities for the Company's growth. We thankemployees at all levels across the Group for their valuable contribution to progress andlook forward to their continued support.

For and on behalf of The Board of Directors
Kayum Razak Dhanani T.N. Unni
Place: Bengaluru Managing Director

Director

Date: May 24 2021 DIN: 00987597 DIN: 00079237

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