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SEAMEC Ltd.

BSE: 526807 Sector: Infrastructure
NSE: SEAMECLTD ISIN Code: INE497B01018
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OPEN 310.50
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VOLUME 1201
52-Week high 328.75
52-Week low 172.00
P/E 14.77
Mkt Cap.(Rs cr) 796
Buy Price 303.00
Buy Qty 1.00
Sell Price 312.00
Sell Qty 50.00
OPEN 310.50
CLOSE 323.55
VOLUME 1201
52-Week high 328.75
52-Week low 172.00
P/E 14.77
Mkt Cap.(Rs cr) 796
Buy Price 303.00
Buy Qty 1.00
Sell Price 312.00
Sell Qty 50.00

SEAMEC Ltd. (SEAMECLTD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Thirty First Annual Report of theCompany and the Audited Accounts for the financial year ended 31st March 2018.

1. FINANCIAL HIgHLIgHTS

(Figures in Rs Million)
Current Year Period ended 31.03.2018 Previous Year Period ended 31.03.2017
Net Sales/Income from Operations 1936 2076
Other Income 188 176
Total Expenditure
a. Employee Benefit Expenses 608 632
b. Operating Expenses 829 1067
c. Other Expenditure 169 1516
Earnings before Interest Depreciation & Tax 518 (963)
Interest Expenses 6 12
Depreciation 489 480
Profit / (Loss) before Tax 23 (1455)
Tax Expenses for the year 20 41
Profit /(Loss) after Taxation 3 (1496)
Add: Balance brought forward from previous year 1406 2902
Surplus available for appropriation 1409 1406
Transfer to Tonnage Tax Reserve - -
Retained profit carried forward 1409 1406

During the global downturn experienced over last decade there has been a distinctivemismatch between cost and yield in the oil and gas exploration. The oil majors had madecautious approach and discouraged their spending on capex. The scenario has positivelyimpacted towards the later part of the year under review. Though investment has grown theopportunities for service providers has not grown in tandem. However it has raisedexpectation for sustainable growth in offshore exploration and production activities thusopened up opportunities for service providers.

In India ONGC has resumed its investment plan in exploration production activity anddevelopment of existing fields to meet energy security. Thus opportunities cropped up forservice providers like your Companys' line of business with great assurance for deploymentof vessels. But there were competitions resulting reduction in value of project contractwhich ultimately impacted reduction in Charter rate.

Your Company continues to focus on engagement of your vessels under the availablebusiness opportunities.

During the year under review the Company's total revenue was Rs 2124 million againstRs 2252 million in last year. The reduction in overall revenue was primarily due to underemployment of three out of six of your vessels. This apart one of your vessels engagedwith ONGC on a long term Charter had under gone statutory dry docking. Further one of yourother vessels with ONGC on a long term Charter was forced to off hire for a short perioddue to break down. These have caused a double impact on revenue as well as fixed expenses.For the balance vessels deployment days and a fall in Charter rate remained as a criticalfactor. Opportunities in Middle East South East Asia etc. were not encouraging. Newlyacquired Bulk Carrier was employed throughout the year except off hired for a short periodwarranted by emergency repair. Her performance during the year under review wassatisfactory.

Income from operations was Rs 1936 million as against Rs 2076 million in the previousyear showing a drop of 7%. However there was a marginal increase in other income from Rs176 million to Rs 188 million primarily due to cash surplus complemented by reduction ininterest rate and provisions written back.

The Company has considered the impact of impairment cost of Rs 26.91 million for vessel"REVELATION" which is under proposal for scrap. Against a Loss of Rs 1496million of previous year your Company earned a profit of Rs 3 million during year underreview. On a consolidated basis total revenue was Rs 2134 million compared to Rs 2265million of previous year. Despite comparative reduction in Revenue your Company earned aprofit after Tax Rs 10 million against a loss of Rs 1489 million in the previous year.During year under review Companys' cash profit was Rs 435 million. Cash & BankBalance at the beginning of financial year was Rs 442 million. The balance at the end ofthe year was Rs 422 million an decrease of 5% over last year.

From the Assessment year 2005-06 (relevant accounting year 2004-05) your Company hascome under Tonnage tax regime available for shipping Companies under chapter XII – Gof Income Tax Act 1961. Tonnage Tax scheme available initially upto 31.03.2015 has beenextended for a further period of 10 years till AY 2024-25. For the year under review dueto absence of profit no Tonnage Tax Reserve was created u/s 115V of Income Tax Act 1961.

2. OPERATIONS

Two of Company's vessels are under long term charter with ONGC. Newly acquired BulkCarrier SEAMEC GALLANT was on deployment almost throughout the year. The remaining threevessels were under deployed due to non-facilitation of Contracts. Out of the 1270 days ofdeployment domestic operations registered 946 days and overseas operation was for 324days only.

3. DIVIDEND

In view of inadequacy in profit the Board of Directors decided not to recommendDividend but to use available resources for augmentation of long term capitalrequirements.

4. DIRECTORS AND KEY MANAgERIAL PERSONNEL

In terms of Articles of Association of the Company on the recommendation of theNomination and Remuneration Committee the Board of Directors in its meeting held on 14thNovember 2017 appointed Mr. Naveen Mohta (DIN: 07027180) secondment from parentCompany HAL Offshore Limited (HAL) as Additional Director under section 11.1 of theCompanies Act 2013. In the said meeting Mr Naveen Mohta was appointed as Whole TimeDirector under Section 196 read with Section 203 of the Companies Act 2013 with effectfrom 14th November 2017 for a period of five years subject to approval of theterms of appointment by the shareholders of the Company.

At the forthcoming 31st Annual General Meeting Mr. Mohta retires byrotation and being eligible offers himself for reappointment. Shareholders approval issought to the appointment of Mr. Mohta as Director of the Company under section 149 and152 of the Companies Act 2013 and also as an Whole Time Director pursuant to Section 196read with Section 203 of the Companies Act 2013. Notice from shareholder signifyingproposal for appointment of Mr. Naveen Mohta as Director / Whole Time Director has beenreceived under Section 160 of the Companies Act 2013.

Mr. Subrat Das (DIN: 07105815) was appointed as Additional Director on the Board as anominee of HAL. His terms of office expires at the ensuing Annual General Meeting of theCompany. Notice under Section 160 of the Companies Act 2013 has been received fromshareholder proposing the appointment of Mr. Das as Director of the Company.

The Independent Directors have confirmed and declared to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules thereunder. Board is also of the opinion thatthe Independent Directors fulfill all the conditions specified in Companies Act 2013making them eligible to act as Independent Directors. In accordance with the provisions ofthe Companies Act 2013 and the Articles of Association of the Company Mr. SanjeevAgrawal Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and is eligible for reappointment.

Independent Directors of the Company had a separate meeting on 17th March2018 to conduct an evaluation on the performance of individual directors the Board andits committees and assess the quality quantity and timelines of flow of information fromthe Company Management to the Directors.

Board also conducted a similar exercise and evaluation for Independent Directors.

The results were satisfying. The knowledge experience and advice shared by IndependentDirectors from time to time have ensured corporate governance and good conduct riskmitigation and strategic business decision for the growth of the Company.

The Board evaluation concluded that the Board continues to operate effectivelyencourage healthy and open debate and is well supported by timely information flow.

The brief details of all members of Board are annexed to this report. The followingpersons are the Key Managerial Personnel of the Company.

1. Mr. Naveen Mohta – Whole Time Director

2. Virendra Kumar Gupta – President & Chief Financial Officer

3. S. N. Mohanty – President – Corporate Affairs Legal & CompanySecretary

Remuneration and other details of Key Managerial Personnel for the year ended 31stMarch 2018 are stated in the extract of the Annual Return.

5. RECONSTITUTION OF COMMITTEES:

With the change in composition of the Board various committees of your Board have beenreconstituted. The reconstituted Committees are as under:

Mr. Mahesh Prasad Mehrotra

Chairman

Mr. Surinder Singh Kohli

Member

Mr. Amarjit Singh Soni

Member

Ms. Seema Modi

Member

STAKEHOLDERS RELATIONSHIP COMMITTEE
Ms. Seema Modi

Chairperson

Mr. Sanjeev Agrawal

Member

Mr. Naveen Mohta

Member

NOMINATION AND REMUNERATION COMMITTEE
Mr. Surinder Singh Kohli

Chairman

Mr. Amarjit Singh Soni

Member

Ms. Seema Modi

Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Mr. Sanjeev Agrawal Chairman
Ms. Seema Modi Member
RISK MANAGEMENT COMMITTEE
Ms. Seema Modi Chairperson
Mr. Sanjeev Agrawal Member
Mr. Surinder Singh Kohli Member
Mr. Amarjit Singh Soni Member
Mr. Mahesh Prasad Mehrotra Member
Mr. Virendra Kumar Gupta Member
Mr. S. N. Mohanty Member

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as "Annexure A"

7. AUDITORS AND AUDIT REPORT

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rule 2014the members of the Company in its 30th Annual General Meeting held on 11thAugust 2017 approved the appointment of M/s. T. R. Chadha & Co. LLP CharteredAccountants (ICAI Registration No. 006711N/9500028) as the Statutory Auditors of theCompany for a period of 5 years from the conclusion of 30th Annual GeneralMeeting till the conclusion of 35th Annual General Meeting of the Company.

As per amendment of Companies Act 2013 read with Notification no. G.S.R. 432(E) dated7th May 2018 of Ministry of Corporate Affairs the ratification of appointmentof Auditors in every Annual General meeting during term of five years have been dispensedwith.

M/s. T. R. Chadha & Co. LLP Chartered Accountants have submitted their IndependentAuditors' Report on the financial statement of the Company for the year ended on 31stMarch 2018 and they have made no qualification or adverse remark or disclaimer in theirreport. The observations in the Auditor's Report have been dealt with in the relevantNotes to Accounts which are self-explanatory.

8. AUDIT COMMITTEE

The Composition of Audit Committee was changed from time to time.

The composition of the Audit Committee interalia consists of Independent Directorsviz. Messers Mahesh Prasad Mehrotra Amarjit Singh Soni Surinder Singh Kohli and Ms.Seema Modi who forms the majority.

The Company has established a vigil mechanism to oversee through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.

More details of the Audit Committee are stated under Corporate Governance Report.

9. STAKEHOLDERS RELATIONSHIP COMMITTEE

The reconstituted Committee comprised of the following Directors as its Members: a. Ms.Seema Modi b. Mr. Sanjeev Agrawal c. Mr. Naveen Mohta

10. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee pursuant to theprovisions of the Companies

Act 2013. The Committee framed Corporate Responsibility Policy which was approved byBoard on 11th August 2014. The Policy is available on Company's Websitewww.seamec.in.

The terms of reference of Committee number and dates of meetings held attendance ofDirectors are given separately in the Corporate Governance Report.

The Company has commenced implementation of Policy and areas of activities have beenpursued pursuant to provisions of the Companies Act 2013. Annual Report of CSR Committeein the prescribed format is attached and forms a part of this report. (Annexure B)

11. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee (NRC) is in compliance withthe provisions of section 178 of the Companies Act 2013 a read with Companies (Meeting ofBoard and its Powers) Rules 2014 and comprises of Independent Directors viz. MessersSurinder Singh Kohli Amarjit Singh Soni and Ms. Seema Modi as its members.

The Nomination and Remuneration Committee have formulated a policy as prescribed underthe Act which interalia includes criteria for determining qualification positiveattributes and independence of a director and recommended to the Board for adoption of thePolicy. The Policy also covers recommendation to the Board on the remuneration to theBoard of Independent Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Policy is also available on Company's website www.seamec.in(web-link: http://seamec.in/attachments/Nomination%20and%20 Remuneration%20Policy.pdf) andthe salient features of said policy is annexed hereto and marked as "AnnexureI".

12. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits under theCompanies Act 2013.

13. PARTICULARS OF LOANS gUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

14. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Satyajit Mishra & Co

Company Secretaries in Whole-time Practice (FCS no. 5759 C P No. 4997) was appointedto conduct Secretarial Audit for the year ended 31st March 2017. M/s SatyajitMishra & Co Practicing Company Secretaries has submitted Report on the SecretarialAudit which is attached as "Annexure C" and forms a part of this report.

15. SIgNIFICANT AND MATERIAL ORDERS PASSED BY THE REgULATORS/COURTS/TRIBUNALS

The Companys' appeal against Commissioner of Customs order dated 28th March2013 imposing fine penalty confiscation of vessels amounting to Rs 115 Crore plusinterest was disposed off by Hon'ble Customs Excise & Service Tax Appellate Tribunal(CESTAT) vide order dated 6th December 2017. The order was allowing appeal inpart. Being aggrieved the Company had filed an application for Rectification of Mistake(ROM) before the designated Bench of CESTAT. CESTAT vide order dated 27thFebruary 2018 has allowed the rectification remanded the matter and set aside the dutypenalties and confiscation of vessels.

16. COMPANY'S POLICY RELATINg TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARgE OF THEIR DUTIES

The Company has a Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 andunder the provisions of Listing Regulations.

17. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) ofSecurities of Exchange Board of India (Listing

Obligations & Disclosure Requirements) Regulation 2015 the Board has carried outthe annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration andCompliance Committees which covers various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board Culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Directors was carried out by the entire Board.

18. F AMILIARISATIONgRAMME TO INDEPENDENT DIRECTORS PRO

The familiarization programme aims to provide Independent Directors with the businessand operating scenario the socioeconomic environment in which the Company operatesbusiness model operational and financial performance of the Company Market dynamics andchanges so as to enable them to take appropriate decision in a timely manner. Thefamiliarization programme also seeks to update the Directors on their rolesresponsibilities rights and duties under the provision of law and other statues. All theIndependent Directors have been familiarized with the programme conducted by the Company.The same is available in Company's Websitehttp://seamec.in/attachments/FAMILIARISATION-ID.pdf

19. RELATED PARTY TRANSACTIONS

Your company has formulated a policy on Related Party Transactions which is availableon Company's Website www. seamec.in .

All Related Party Transactions are placed before the Audit Committee and Board forapproval. The Company has also formulated a policy on "Material Subsidiaries"and the said policy is available in Company's Website www.seamec.in(weblink:www.seamec.in/attachments/Material%20Subsidiary%20Policy.pdf).

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and details of the Related Party Transactions are annexed hereto andmarked as "Annexure D".

20. CORPORATE gOVERNANCE

The Company believes that Corporate Governance is a way of business life rather thanlegal compulsion.

Your Directors re-affirm their commitment to the Corporate Governance standardsprescribed by Securities and Exchange Board of India (SEBI) codified as Regulation 27(2)of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. CorporateGovernance Report as well as the Corporate Governance compliance certificate issued by theSecretarial Auditors are set out in separate Annexures to this report marked as (AnnexureF). Management Discussion Analysis Report forms a part of Directors Report and markedas (Annexure G).

21. NUMBER OF BOARD MEETINgS CONDUCTED DURINg THE YEAR UNDER REVIEW

The Company had 5 Board meetings during the financial year under review. The details ofthe Board meetings and the attendance of the Directors are provided in the CorporateGovernance Report.

22. INVESTOR SERVICES

As the members are aware your company's shares are tradeable compulsorily inelectronic form with effect from 24th August 2000 and your company hasestablished connectivity with both the depositories viz. National Securities DepositoryLtd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerousadvantages offered by the Depository system members are requested to avail of thefacility of de-materialization of Company's shares on either of the Depositories asaforesaid.

23. DEMERgER OF EPC & VESSEL DIVISION OF HAL OFFSHORE LIMITED WITH SEAMEC LIMITED

The Board of Directors of your Company in its meeting held on 28th October2017 had considered the proposal of demerger of EPC and Vessel Division of HAL OffshoreLimited (HAL) the Parent Company with SEAMEC Limited appointed date being 1stJuly 2017.

The Company made application to BSE Limited (BSE) and National Stock Exchange of IndiaLimited (NSE) pursuant to Regulation 37 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 for approval of Scheme of Arrangement of Demerger. BSE wasappointed as the designated Stock Exchange for the purpose of coordinating with SEBI fortheir observations on the proposed scheme of arrangement.

The BSE and NSE vide their letters dated 15th May 2018 and 16thMay 2018 respectively have communicated to the Company their "No Objections" onthe proposal of Scheme of arrangement of demerger along with the observations of SEBI.

Your Company is taking all the regulatory requirements to process the scheme ofDemerger of EPC & Vessel Division of HAL with your Company including filingapplication before National Company Law Tribunal (NCLT) within six months from the date ofobservation letters of Stock Exchange(s).

24. UNP AID / UNCLAIMED DIVIDEND

Pursuant to Section 124 and 125 of the Companies Act 2013 read with InvestorsEducation & Protection Fund Authority (Accounting Audit Transfer & Refund)Rules 2016 the unpaid / unclaimed dividend pertaining to the FY 2009-2010 along with theshares pertaining to the above unpaid / unclaimed dividend were transferred to the"Investors Education & Protection Fund" (IEPF).

25. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE Dubai UAE is a Wholly Owned Subsidiary (WOS) of yourCompany which at present is not a material subsidiary. As per the regulatory provisionthe consolidated financial statement of your Company and its wholly owned subsidiary forthe financial Year ended on 31st March 2018 duly audited by Statutory Auditorsis attached to the annual report of the Company. The Annual Accounts of the Wholly OwnedSubsidiary and the related detailed information shall be made available to theshareholders on request at any point of time. During the year under review your whollyowned subsidiary did not have any operational activities.

26. HUMAN RESOURCES

Your Company continues to be assured by competence and commitment of the people.

The working climate of your Company continues to remain harmonious with focus onimproving Productivity Quality and Safety.

Health and Safety of the employees and our associates we work with remains as ourparamount importance. Your Company ensures that operations are carried out as per thesafety guidelines and procedures in place which are regularly updated.

Efforts are continuously made to strengthen organizational culture in order to attractand retain best talent in the Industry. The Board appreciates the commitment and supportof the employees and look forward to their continued support.

27. INTERNAL FINANCIAL CONTROLS

The Company has an internal controls system commensurate with size scale andcomplexity of its operations. In order to enhance controls and governance standards theCompany has adopted Standard Operating Procedures which ensures that robust internalfinancial controls exist in relation to operations financial reporting and compliance.

In addition the internal audit functions monitors and evaluates the efficiency andadequacy of the internal control system in the Company its compliance with operatingsystems accounting procedures and policies. Periodical reports on the same are alsopresented to the Audit Committee.

Conscious efforts are in place on a continuous basis to ensure that all its assets aresafeguarded and protected against loss from unauthorized use and disposal and that alltransactions are authorized recorded and financial statements show a true and fairpicture of the state of affairs of the Company. Compliance is in place as regards tostatutory and regulatory requirements.

The internal control systems of the Company are monitored and evaluated by Auditors andreviewed by Management and Audit Committee of the Board of Directors.

28. MARITIME LABOUR CONVENTION (MLC) 2006

Maritime Labour Convention (MLC) 2006 adopted by International Labour Organizationestablishing minimum requirements foralmost all aspects of working and living conditionson board ships has come into force from 20 August 2013.

Government of India had ratified and adopted provisions of MLC in 18thOctober 2015.

Your Company has implemented the requirement as per MLC 2006 and has receivedcertification from the flag administration for its vessels.

29. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Pursuant to the provisions of Sexual Harassment of women at work place (ProsecutionProhibition and Redressal) Act 2013 and rules made there under your Company has adopteda policy which has come into force with effect from 13th February 2015.

No complaints of Sexual Harassment of women at work place has been received during thefinancial year under report.

30. CONSERVATION OF ENERgY TECHNOLOgY ABSORPTION AND FOREIgN EXCHANgE EARNINgS ANDEXPENDITURE

The information pertaining to conservation of energy technology absorption ForeignExchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "AnnexureE" and is attached to this report.

31. STATEMENT CONCERNINg DEVELOPMENT AND IMPLEMENTATION OF RISK MANAgEMENT POLICY OFTHE COMPANY

Pursuant to the requirement of Regulation 21 of the Securities Exchange Board of India(Listing Obligations & Disclosure

Requirements) Regulations 2015 the Company has constituted a Risk ManagementCommittee. Business Risk Evaluation and Management is an ongoing process within theOrganization. The Company has a robust risk management framework to identify monitor andminimize risk as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises of:

Oversight of risk management performed by the executive management;

Reviewing the Risk Management Policy and Framework in line with Local legalrequirements and SEBI guidelines

Reviewing risks and evaluate treatment including initiating mitigation actions andownership as per a pre-defined cycles.

Defining framework for identification assessment monitoring mitigation and reportingof risk.

Risk identification assessment and mitigation measures are reported to Boardperiodically.

32. PARTICULARS OF EMPLOYEES

The particulars required under Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are also furnished inthe Annexure H.

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act 2013 your Directors state that:a. In the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure. b. Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of financial year and the Profit and Loss of theCompany for that period. c. Directors had 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. Directors had prepared the annual accounts ona going concern basis. e. Directors to have proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively. f.Directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating efficiently.

34. OTHER POLICIES UNDER SEBI (LISTINg OBLIgATIONS AND DISCLOSURE REQUIREMENTS)REgULATIONS 2015

In accordance with the provisions of Regulations 30 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations

2015 the Company has formed policy for determination of materiality for disclosures ofevents or information. The same has been hosted on the website of the Company at thewww.seamec.in Further the Company has also formed (i) Policy for preservation of Documentsand (ii) Archival policy for disclosures hosted in the website.

35. APPRECIATION

Your Company has been able to operate efficiently because of the professionalismcreativity integrity and continuous improvement in all functions and areas as well asefficient utilization of Companys' resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient andloyal services rendered by each and every employee with whole hearted effort for makingsatisfactory performance possible.

Your Directors thank the valued shareholders customers suppliers Banks andRegistrar and Share Transfer Agent and

Government Authorities for their continuous support to the Company.

For and on behalf of the Board of Directors
Place: Mumbai Sanjeev Agrawal
Date: May 25 2018 Chairman