Dear Members,
The Directors hereby present their Thirty-Eighth Annual Report on the
performance of the Company together with the Audited Financial Statements for the
Financial Year (FY') ended March 31, 2025.
1. FINANCIAL RESULTS
( In lakhs)
|
Standalone |
Consolidated |
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
|
March 31, |
March 31, |
March 31, |
March 31, |
|
2025 |
2024 |
2025 |
2024 |
Revenue from Operations |
61,733 |
66,557 |
65,182 |
72,929 |
Other Income |
4,223 |
4,116 |
3,043 |
2,885 |
Total Income |
65,956 |
70,673 |
68,225 |
75,814 |
Total Expenditure |
|
|
|
|
a. Employee Benefit Expenses |
9,669 |
7,593 |
9,822 |
9,188 |
b. Operating Expenses |
25,498 |
29,680 |
28,295 |
33,459 |
c. Other Expenditure |
4,424 |
4,447 |
5,697 |
6,059 |
Earnings before Interest, Depreciation &
Tax |
26,365 |
28,952 |
24,411 |
27,107 |
Interest Expenses |
1,356 |
1,135 |
1,549 |
1,625 |
Depreciation |
11,574 |
10,582 |
13,062 |
13,479 |
Profit / (Loss) before Tax &
exceptional items |
13,435 |
17,235 |
9,800 |
12,003 |
Exceptional item (Income) |
- |
1,301 |
884 |
- |
Profit /(Loss) before Taxation |
13,435 |
18,536 |
10,684 |
12,003 |
Tax expense for the year |
1,880 |
(123) |
1,893 |
(61) |
Profit /(Loss) after Taxation |
11,555 |
18,659 |
8,791 |
12,065 |
Share of Non-controlling interest |
- |
- |
(171) |
95 |
Share of owner of the Company |
- |
- |
8,962 |
11,970 |
Add: Balance brought forward from previous |
63,723 |
47,025 |
67,773 |
55,407.48 |
year |
|
|
|
|
Surplus available for appropriation |
75,279 |
65,683.85 |
76,734 |
69,334 |
Transfer to Tonnage Tax Reserve |
(1,300) |
(1,700) |
(1,300) |
(1,700) |
Dividend on equity shares |
- |
(254.25) |
- |
(254.25) |
Other Comprehensive Income and Foreign |
8 |
(6) |
684 |
393 |
Currency Translation Reserve |
|
|
|
|
Retained profit carried forward |
73,987 |
63,723 |
76,118 |
67,773 |
2. ST ATE OF COMPANY'S AFFAIRS
On a consolidated basis, revenue from operations for FY 2024-25 was
65,182 lakhs lower by 10.63% over the corresponding previous year's revenue from
operations of 72,929 lakhs. Total revenue was 68,225 lakhs in comparison to
corresponding previous year's total revenue of 75,814 lakhs. The profit after tax
(PAT) for FY 2024-25 and FY 2023-24 was 8,791 lakhs and 12,065 lakhs respectively. The
PAT for the year registered is lower by 27.14 % in comparison to the corresponding
previous year.
On a standalone basis, revenue from operations for FY 2024-25 was
61,733 lakhs, lower by 7.25% over the corresponding previous year's revenue from
operations of 66,557 lakhs. Total revenue was 65,956 lakhs in comparison to the
corresponding previous year's total revenue of 70,673 lakhs. The profit after tax
(PAT) for FY 2024-25 and FY 2023-24 was 11,555 lakhs and 18,659 lakhs
respectively. The PAT for the year registered is lower by 38% in comparison to the
corresponding previous year.
During the year under review, the Company have not utilized tonnage tax
reserves. The Company transferred
1,300 lakhs to tonnage tax reserve during the current financial year
2024-25 while 1,700 lakhs was transferred to tonnage tax reserve in the corresponding
previous year.
3. OPERATIONS
The total fleet strength of the Company during the year was 7 (seven),
comprising of 5 (five) numbers of Multi Support Vessels (MSVs), 1 (one) number of Barge
and 1 (one) number of Offshore Support Vessel (OSV).
The total deployment days of the Company's vessels during the year
was 1454 days against deployment days of corresponding previous year of 1594 days. The
domestic deployment days was 1328 while overseas deployment was for 126 days.
During the year under review, Company's MSV SEAMEC II and
SEAMEC PALADIN were engaged with ONGC on a long term contract, through HAL Offshore
Limited.
SEAMEC III, after completion of the contract alongwith SEAMEC PRINCESS
in PRP VII offshore contract with LTHE, was engaged for a short job for 27 days for
working in Mumbai High for carrying out jobs relating to underwater inspection of FPSO.
Thereafter, the Vessel was engaged with Asian Energy Services Limited for working in East
Coast of India, for carrying out jobs relating to SAT Diving for installation of FPSO and
field startup.
SEAMEC GLORIOUS, the Company's Barge commenced its second fair
weather season 2024-25 in October 2024 for ONGC in Western Offshore.
During the year, SEAMEC SWORDFISH was in overseas engagement commencing
from end January 2024 with M/s Mermaid Subsea Services, Saudi Arabia (Mermaid), for
working in the Kingdom of Saudi Arabia. She was withdrawn in June 2024 for undertaking
modification and thereafter, statutory dry docking, which was completed in October 2024.
Thereafter, in December 2024, she was engaged with Mermaid till end February 2025. The
Company entered into a Bimco Charter Party with M/s Safeen Al Behar Limited Company, Saudi
Arabia, for charter hire of the Vessel for a firm period of 730 days, with option for
extension. The charter which was to begin in end March 2025, is deferred and engagement
commenced in end May 2025.
The OSV, SEAMEC DIAMOND is engaged with ONGC on long term contract for
3 (three) years, through HAL Offshore Limited.
As a corporate strategy, keeping all MSVs under SEAMEC's fold, the
Company is in the process of acquiring Vessel SEAMEC ANANT from HAL Offshore Limited and
also, Vessel NPP NUSANTARA, nominated by SEAMEC International FZE.
4. DIVIDEND
The Board of Directors, considering the Company's future plans,
decided to conserve the resources and not recommend any dividend for the year under
review.
5. DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board
of Directors of the Company has adopted a Dividend Distribution Policy
("Policy") which endeavors for fairness, consistency and sustainability while
distributing profits to the shareholders. The Policy can be accessed on the website of the
Company at https://seamec.in/upload/03-07-2022Dividend%20 Distribution%20Policy.pdf
6. TRANSFER TO GENERAL RESERVE
An amount of 1,300 lakhs has been transferred to General Reserve
during the year under review.
7. SHARE CAPITAL
Your Company has only one class of Equity Shares and it has neither
issued shares with differential rights as to dividend, voting or otherwise, nor issued
shares (including sweat equity shares) to the employees or Directors of the Company, under
any Scheme. No disclosure is required under Section 67(3) (c) of the Companies Act, 2013
("the Act") in respect of voting rights not exercised directly by the employees
or Key Managerial Personnel of the Company as the provisions of the Section are not
applicable.
During the year under review, there was no change in the Company's
Issued, Subscribed and Paid-up Equity Share Capital which consists of 2,54,25,000 Equity
Shares of 10 each aggregating to 25,42,50,000 as on March 31, 2025.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Company has 6 (six) Directors with optimum
combination of Executive and Non-Executive Directors, including 1 (one) Woman Director.
During the year, Mr. Deepak Shetty (DIN: 07089315) ceased to be a
Director of the Company with effect from the close of business hours of May 14, 2024, upon
completion of his first term as an Independent Director.
Mr. Raghav Chandra, IAS (Retd.) (DIN: 00057760) was appointed as an
Independent Director for a period of five consecutive years from May 15, 2024 to May 14,
2029. His appointment was confirmed in the Annual General Meeting of the Company held on
August 8, 2024.
Mr. Surinder Singh Kohli (DIN: 00169907) completed his second term of
five consecutive years as an Independent Director of the Company and accordingly, ceased
to be a Director of the Company with effect from August 10, 2024.
Dr . Amarjit Chopra (DIN: 00043355) was as an Independent Director for
a period of five consecutive years from August 8, 2024 to August 7, 2029. His appointment
was approved by the Members through Postal Ballot on October 22, 2024.
Mr . Subrat Das (DIN: 07105815) ceased to Director of the Company with
effect from February 11, 2025, on account of withdrawal of nomination by HAL Offshore
Limited, the parent company.
HAL Offshore Limited nominated the appointment of Mr. Rajeev Goel (DIN:
02312655) as a Non-Executive Director of the Company with effect from February 11, 2025.
The appointment of Mr. Rajeev Goel was approved by the Members by way of Postal Ballot on
March 18, 2025.
The Board places on record its deep appreciation for the valuable
contribution and guidance rendered by Messers Deepak Shetty, Surinder Singh Kohli and
Subrat Das, during their tenure as Directors of the Company. In accordance with the
provisions of Section 152 of the Act and the Articles of Association of the Company, Mr.
Naveen Mohta (DIN: 07027180), retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment.
Independent Directors
In terms of Section 149 of the Act, Mrs. Ruby Srivastava, Mr. Raghav
Chandra, IAS (Retd.) and Dr. Amarjit Chopra are the Independent Directors of the
Company. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations and are independent
of the management. In terms of Regulation 25(8) of the SEBI LODR Regulations, they have
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence. The
Board of Directors of the Company has taken on record the declaration and confirmation
submitted by the Independent Directors. Independent Directors are not liable to retire by
rotation in terms of Section 149(13) of the Act.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the fields of
banking, finance, treasury operations, risk management, legal, information technology,
strategy, governance, human resources, safety, sustainability, etc. and that they hold
highest standards of integrity.
The Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors' Databank maintained with the Indian
Institute of Corporate Affairs (IICA') in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment & Qualification of Directors) be a Rules,
2014. Mrs. Ruby Srivastava and Mr. Raghav Chandra, IAS (Retd.) have confirmed that they
have successfully completed the online proficiency self-assessment test conducted by IICA
whereas Dr. Amarjit Chopra has confirmed that he is exempted from the requirement to
undertake the said online proficiency self-assessment test conducted by IICA.
Details of Familiarization Programme for the Independent Directors are
provided separately in the Corporate Governance Report which forms a part of this
Integrated Annual Report.
Mr . Rakesh Ayri was appointed as the Chief Executive Officer of the
Company with effect from May 28, 2024.
The Key Managerial Personnel of the Company include Mr. Rakesh Ayri -
Chief Executive Officer, Mr. S.N. Mohanty President, Corporate Affairs,
Legal and Company Secretary and Mr. Vinay Kumar Agarwal Chief Financial Officer.
9. DISCL OSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE
BOARD
Board Meetings
During the year under review, 4 (four) Board Meetings were held,
details of which are provided in the Corporate Governance Report.
Composition of Audit Committee
As on March 31, 2025, the Audit Committee comprised of 4 (four) Members
out of which 3 (three) are Independent Directors and 1 (one) is a Non-Executive Director.
During the year under review, 5 (five) Audit Committee meetings were held, details of
which are provided in the Corporate Governance Report. During the year under review, there
were no instances when the recommendations of the Audit Committee were not accepted by the
Board.
Corporate Social Responsibility Committee (CSR)
The CSR Committee comprised of 5 (five) Members out of which 3 (three)
are Independent Directors. During the year under review, 2 (two) meetings of the CSR
Committee were held, details of which are provided in the Corporate Governance Report. The
CSR Policy is available on the website of the Company at https://
seamec.in/upload/03-07-2022CSR%20Policy.pdf During the year under review, there were no
instances when the recommendations of the CSR Committee were not accepted by the Board.
The brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure I of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
10. RISK MANAGEMENT
The Board of Directors of the Company have formed a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses, functions, Internal Auditors and Statutory Auditors are systematically
addressed through mitigating actions on a continuing basis. The composition, development
and implementation of risk management policy has been covered in the Corporate Governance
Report and Management Discussion and Analysis, respectively, which forms part of this
report.
11. NOMINATION AND REMUNERATION POLICY
The Company has formulated the Nomination and Remuneration Policy in
accordance with the provisions of the Act and the SEBI LODR Regulations. The said policy
acts as a guideline for determining, inter-alia, qualifications, positive
attributes and independence of a director, matters relating to the remuneration,
appointment, removal and evaluation of performance of the Directors, Key Managerial
Personnel, Senior Management and other employees.
The aforesaid policy is available on the Company's website
at https://seamec.in/upload/10-11-2022Nomination%20and%20Remuneration%20
Policy%20-%20Amended.pdf and an abstract is also enclosed to this Report as Annexure
II.
12. PERFORMANCE EVALUATION
The Board evaluated the effectiveness of its functioning, that of the
Committees and of individual directors for FY 2024-25 pursuant to the provisions of the
Act and Regulation 17(10) of the SEBI LODR Regulations. The evaluation was carried out
based on the guidance note on Board Evaluation issued by the Securities and Exchange Board
of India.
With a view to maintain high level of confidentiality and ease of doing
evaluation, the exercise was carried out through a structured questionnaire. Each Board
member filled up the evaluation template on the functioning and overall level of
engagement of the Board and its Committees, on parameters such as composition, execution
of specific duties, quality, quantity and timeliness of flow of information, deliberations
at the meeting, independence of judgement, decision-making, management actions etc. The
evaluation templates were structured considering the amendments made under the SEBI LODR
Regulations. The Directors were also asked to provide their valuable feedback and
suggestions on the overall functioning of the Board and its committees and the areas of
improvement.
The Independent Directors also conducted a separate meeting on January
18, 2025 and March 28, 2025, without the participation of any other Director or Key
Managerial Personnel, wherein the performance of the Non-Independent Directors, the Board
as a whole and the Chairman of the Company was evaluated. The Independent Directors were
satisfied with the overall functioning of the Board, its various committees and with the
performance of other Non-Executive and Executive Directors.
On the whole, the Board expressed its satisfaction with the evaluation
process, which reflects highest degree of engagement of the Board and its Committees with
the Management.
13. ST ATUTORY AUDITORS
At the 35th Annual General Meeting held on August 10, 2022,
Members approved the re-appointment of M/s. T R Chadha & Co LLP, Chartered Accountants
(ICAI Registration No. 006711N/N500028) as Statutory Auditors of the Company to hold
office for a period of five years from the conclusion of that Annual General Meeting till
the conclusion of the 40th Annual General Meeting to be held in the year 2027.
The Standalone and Consolidated Statutory Auditors' Report for the
financial year ended March 31, 2025 does not contain any qualification, adverse remark or
reservation and therefore, do not call for any further explanation or comments from the
Board under Section 134(3) of the Act.
There were no instances of fraud reported by the Statutory Auditors
during FY 2024-25 in terms of Section 134 of the Act read with the Companies (Audit and
Auditors) Rules, 2014.
14. SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the
amendments to Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has appointed M/s.
Satyajit Mishra & Co. Company Secretaries in Practice (FCS No. 5759, CP No. 4997) as
the Secretarial Auditors of the Company for a period of 5 (five) consecutive years
commencing from the financial year 2025-26 up to the conclusion of financial year 2029-30.
The proposal for the appointment of M/s Satyajit Mishra & Co., Company
Secretaries in Practice is being placed for approval of the Members of the Company at the
ensuing Annual General Meeting.
M/s Satyajit Mishra & Co., Company Secretaries in Practice is a
Peer Reviewed Practice Unit and meets the eligibility criteria mentioned under Regulation
24A of the SEBI LODR Regulations.
The report of the Secretarial Auditor is attached as Annexure III
to this Report in Form MR-3.
The Secretarial Auditors' Report does not contain any
qualification, except as mentioned in the Report.
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as
notified under Section 118 of the Act.
15. MAINT AINENCE OF COST RECORDS
The Company is not required to maintain cost records pursuant to
Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.
16. P ARTICULARS OF LOAN, GUARANTEE AND
INVESTMENTS
Details of loans, guarantees given and investments under the provisions
of Section 186 of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2025, are set out in Note 9, 17 and 55 to the
Standalone Financial Statements of the Company.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant or material orders passed by any Regulatory
Authority, Court or Tribunal which shall impact the going concern status and
Company's operations in future during the financial year.
18. REL ATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were in the ordinary course of business and on an arm's length basis.
The related party transactions entered are in accordance with Section 188 of the Act read
with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR
Regulations.
All material related party transactions follow the process of
regulatory compliances including the requisite shareholders' approval, wherever
required.
The R elated Party Transactions are placed the Audit Committee for
prior approval, as may be required under applicable laws and regulations. Only those
members of the Audit Committee who were Independent Directors approved the same. A
statement of all Related Party Transactions is placed before the Audit Committee for its
review on a quarterly basis, specifying the nature and value of the transactions. The
Internal Auditors and Statutory Auditors of the Company also confirm compliance of Related
Party Transactions at quarterly Audit Committee meeting(s) of the Company.
The Company has adopted a policy on materiality of Related Party
Transactions. The policy as approved by the Audit Committee and the Board of Directors is
uploaded on the website of the Company at https://seamec.in/upload/20-02-2023Policy%20
on%20related%20party%20transactions.pdf
The disclosures on Related Party Transactions pursuant to Regulation
34(3) of SEBI LODR Regulations read with Schedule V thereto are set out in Annexure A of
the Standalone and Consolidated Financial Statements of the Company.
The F orm AOC2 envisages disclosure of contracts or arrangements
or transactions at arm's length basis. The details of the material related party
transactions, on-going and entered during FY 2025, as per the Policy on dealing with
related parties adopted by the Company and regulatory requirements are disclosed in Annexure
IV to this Report.
19. REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS
AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A separate report on Corporate Governance is provided together with the
Certificate from the Practicing Company Secretary confirming compliance of conditions of
Corporate Governance as stipulated under the Listing Regulations. Pursuant to the
provisions of Regulation 34 read with Schedule V of the SEBI LODR Regulations, Management
Discussion and Analysis Report, forms part of this Report. The Business Responsibility and
Sustainability Report, describing the initiatives taken by the Company from environmental,
social and governance perspective, is uploaded on the website of the Company and can be
accessed at https://seamec.in/upload/16-07-2025Business%20Responsibility%20and%20
Sustainability%20Report%20FY%202024-2025.pdf.
20. SUBSIDIARY COMPANIES
The Company has 8 (eight) subsidiaries, including step down
subsidiaries. There are no associates or joint venture companies within the meaning of
Section 2(6) of the Act. There has been no material change in the nature of the business
of the subsidiaries.
SEAMEC INTERNATIONAL FZE is the Wholly Owned Subsidiary (WOS),
established in Dubai Airport Freezone (DAFZA). The primary focus of this WOS is to engage
in bulk carrier operations. During the year, out of the two bulk carriers, one bulk
carrier was sold. The market of bulk carrier was in the downward trajectory during the
year. The WOS is exploring strategic planning to take the Company forward.
The WOS had entered into a Memorandum of Agreement with M/s PT Nusa
Permasa Permai, Indonesia for purchase of Vessel "NPP NUSANTARA". The WOS has
nominated the Company to be the Buying Entity to purchase the said Vessel. The process for
acquisition of the Vessel by the Company is underway.
Seamec International FZE has set up a joint venture company by name of
"SEAMATE SHIPPING FZC" in Ajman Freezone, U.A.E with Arete Shipping DMCC in the
ratio of 60:40.
On April 16, 2025, Seamec International FZE has entered into a joint
venture with Arete Shipping DMCC, and has incorporated a company by name of "SEARETE
INDIA IFSC PRIVATE LIMITED" in GIFT City, Gujarat, India, in the ratio of 50:50. The
principal activities of the Joint Venture Company includes undertaking ship owning and
leasing activities by way of bareboat charter hire to customers incorporated in GIFT City.
The Company has incorporated a subsidiary by name "Seamec Nirman
Infra Limited" in joint venture with NayaVridhi Infra LLP in the ratio of 65:35 to
undertake tunnel project in Vapi, Gujarat. The Company has withdrawn from the project. The
outstanding dues have been settled with L&T and agreement to this respect was executed
on May 5, 2025. The Company has suffered a loss to the tune of 636.55 Lakhs.
The Company has another wholly owned subsidiary by name of M/s Aarey
Organic Industries Private Limited (AOIPL), based in Navi Mumbai, India.
The Company has incorporated another wholly owned subsidiary in the
United Kingdom by name "Seamec UK Investments Limited" ("SEAMEC UK"),
which has incorporated 2 (two) wholly owned subsidiaries by name of "Fountain House
74 Limited" and "Fountain House 84 Limited" (Step-down subsidiaries). The
Step Down Subsidiaries have incorporated another wholly owned subsidiary by the name of
"Fountain House Combined Limited".
P ursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries
as on March 31, 2025, in Form No. AOC-1 is attached as Annexure V to this Report.
F urther, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of relevant subsidiaries as
on March 31, 2025, are available on the Company's website at www.seamec.in.
21. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS
The Company had adequate Internal Financial Controls (IFC) which is
commensurate to the size and business of the Company and is designed to provide reliable
financial information. It provides reasonable assurance with respect to preparation of
financial statements in compliance with the Acts, Rules and Regulations as applicable
including Indian Accounting Standards and also reliability of financial reporting. The
controls also provide assurance that the expenditures are made in accordance with the
authority given to the management of the Company duly approved by the Directors of the
Company.
These controls are reviewed by the management and key areas are subject
to various statutory, internal and operational audits based on periodic risk assessment.
The findings of the audits are discussed with the management and key findings are
presented before the Audit Committee and Board of Directors for review of actionable
items. The review of the IFC, inter-alia, consists of the three components of
internal controls, viz. Entity level controls, Key financial reporting controls and
Internal controls in operational areas.
In addition, the Internal Auditor monitors and the efficiency and
adequacy of the internal control system in the Company, its compliance with operating
systems, accounting and procurement procedures and respective policies. Periodical control
report on the same is presented and discussed with the Audit Committee.
Conscious efforts are in place on a continuous basis to ensure that all
the assets are safeguarded and protected against loss from unauthorized use and disposal
and that all transactions are authorized, recorded and financial statements show a true
and fair picture of the state of affairs of the Company. Compliance is in place as regards
to applicable statutory and regulatory requirements.
The internal control systems of the Company are monitored and evaluated
by Internal and Statutory Auditors and reviewed by the Management. Internal Auditors of
the Company independently reports key findings on the internal control systems to the
Audit Committee.
22. MARITIME LABOUR CONVENTION (MLC) 2006
Maritime Labour Convention (MLC) 2006 adopted by International Labour
Organization, establishing minimum requirements for almost all aspects of working and
living conditions on board ships has come into force from August 20, 2013. The Government
of India had ratified and adopted provisions of MLC on October 18, 2015.
Y our Company has implemented the requirement per MLC 2006 and has
received certification from the flag administration for its vessels.
23. VIGIL MECHANISM
P ursuant to the provisions of the Act and SEBI
Regulations, the Company has in place a Whistle Blower Policy to
encourage all employees or any other person dealing with the Company to disclose any wrong
doing that may adversely impact the Company, the Company's customers, shareholders,
employees, investors or the public at large. This policy inter-alia, also sets
forth (i) procedures for reporting questionable auditing accounting, internal control and
unjust enrichment matters (ii) reporting instances of leak or suspected leak of
Unpublished Price Sensitive Information and (iii) an investigative process of reported
acts of wrongdoing and retaliation from employees on a confidential and anonymous basis.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. The Vigil Mechanism Policy is placed on
the Company's website at https://seamec.in/upload/30-05-20242.%20Vigil%20
Mechanism%20%20Whistle%20Blower%20Policy.pdf
During the year under review, no complaint has been lodged by any
employee of the Company or reported to Chairman of Audit Committee pursuant to Vigil
Mechanism and Whistle Blower Policy of the Company.
24. DISCL OSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013
The Company has in place a Prevention of Sexual Harassment Policy in
line with requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up
to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary and trainee) are covered under this policy.
During FY 2024-25, no case of sexual harassment has been reported.
25. P ARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as required, inter-alia, under Section 134 of
the Act as read with the Companies (Accounts) Rules, 2014 is given in Annexure VI
forming part of this Report.
26. P ARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (Rules') are enclosed as Annexure
VII forming part of this Report.
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this
Report. Further, the Report and the Accounts are being sent to the Members excluding the
aforesaid statement. In terms of Section 136 of the Act, the said statement will be open
for inspection upon request by the
Members. Any Member interested in obtaining such particulars may write
to the Company Secretary at contact@seamec.in.
27. DIRECTORS' RESPONSIBILITY STATEMENT
P ursuant to Section 134(5) of the Act, the Board Directors, to the
best of its knowledge and ability, confirm that: a in .the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departures;
b they have selected such accounting policies and. applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c they have taken proper and sufficient care for the. maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d they. have prepared the annual accounts on a going concern basis;
e they have laid down internal financial controls to. be followed by
the Company and such internal financial controls are adequate and operating effectively;
f they. have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY 2024-25.
28. MA TERIAL CHANGES BETWEEN THE END
FINANCIAL YEAR AND THE DATE OF THIS REPORT
The material changes, in the interim have beenperiod, disclosed in this
Report under respective sections.
th
29. ANNUAL RETURN
P ursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2025, is available on the Company's website at
www.seamec.in.
30.of DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
31. HUMAN RESOURCES
Y our Company continues to be assured by competence and commitment of
the people.
The working climate of your Company continues to remain harmonious with
focus on improving Productivity, Quality and Safety. Health and Safety of the employees
and its associates we work with remains as our paramount importance. Your Company ensures
that operations are carried out as per the safety guidelines and procedures in place which
are regularly updated. The Company has 77 employees as on March 31, 2025.
Efforts are continuously made to strengthen organizational culture in
order to attract and retain the best talent in the industry. The Board appreciates the
commitment and support of the employees and look forward to their continued support.
32. OTHER DISCLOSURES
Y our Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions for the same during the year
under review:
i the. details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March
31, 2025.
ii the. details of difference between the amount of the valuation done
at the time of one-time settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof.
iii No. disclosure is required under Section 62(1)(b) of the Act in
respect of Employee Stock Option THE Scheme as the provisions of the said section
read with Rules made thereunder are not applicable.
iv No. disclosure is required under Section 67(3)(c) of the Act in
respect of voting rights not exercised directly by the employees of the Company as the
provisions of the said section are not applicable.
33. GREEN INITIATIVE
The Ministry of Corporate Affairs (MCA') has taken a Green
Initiative in Corporate Governance by permitting electronic mode for service of documents
to Members after considering relevant provisions of the Information Technology Act, 2000
and Act and Rules made thereunder.
P ursuant to provisions of the Act, service of to Members can be made
by electronic mode on the email address provided for the purpose of communication. If a
Member has not registered an email address, other permitted modes of service would
continue to be applicable.
Y our Company sincerely appreciates members have contributed towards
furtherance of Green Initiative. We further appeal to other Members to contribute towards
furtherance of Green Initiative by opting for electronic communication.
Members who have not provided their email address will continue to
receive communications, dissemination, notice(s), documents etc. via permitted mode of
service of documents. Further, the Members who request for physical copies will be
provided the same.
34. ACKNOWLDEGEMENT
Y our Directors place on record their gratitude to the
Government of India and Company's Bankers for the assistance,
co-operation and encouragement they extended to the Company. Your Directors also wish to
place on record their sincere thanks and appreciation for the continuing support and
unstinting efforts of investors, vendors, dealers, business associates and employees in
ensuring an excellent all around operational performance.
who
On behalf of the Board of Directors
Sanjeev Agrawal
Place: Mumbai Chairman Date: May 27, 2025 (DIN: 00282059)