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SEAMEC Ltd.

BSE: 526807 Sector: Infrastructure
NSE: SEAMECLTD ISIN Code: INE497B01018
BSE 00:00 | 19 May 932.60 -12.70
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NSE 00:00 | 19 May 929.80 -27.40
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OPEN 948.40
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VOLUME 292
52-Week high 1423.95
52-Week low 393.25
P/E 23.76
Mkt Cap.(Rs cr) 2,372
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 948.40
CLOSE 945.30
VOLUME 292
52-Week high 1423.95
52-Week low 393.25
P/E 23.76
Mkt Cap.(Rs cr) 2,372
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SEAMEC Ltd. (SEAMECLTD) - Director Report

Company director report

DEAR MEMBERS

Your Directors are pleased to present Thirty Fourth Annual Reporttogether with the financial statements for the financial year ended March 31 2021.

1. STATE OF COMPANY'S AFFAIRS

a. Financial Highlights

(Rs. In million)
Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 2292 3652 2568 3841
Other Income 340 304 390 299
Total Income 2632 3956 2958 4140
Total Expenditure
a. Employee Benefit Expenses 512 628 532 631
b. Operating Expenses 1196 1441 1284 1458
c. Other Expenditure 58 63 85 67
Earnings before Interest Depreciation & Tax 866 1825 1057 1984
Interest Expenses 6 10 48 51
Depreciation 428 459 566 546
Profit / (Loss) before Tax & exceptional items 432 1356 443 1387
Exceptional item (Income) 619 - 619 -
Profit /(Loss) before Taxation 1051 1356 1062 1387
Tax expense for the year 74 54 74 54
Profit /(Loss) after Taxation 977 1302 988 1333
Net Profit attributable to owners - - 986 -
Net Profit attributable to non-controlling interests - - 2 -
Add: Balance brought forward from previous year 3129 2047 3966 2870
Surplus available for appropriation 4106 3349 4952 4203
Transfer to Tonnage Tax Reserve 167 219 167 219
Dividend on equity shares 51 - 51 -
Other Comprehensive Income 2 (1) 75 (18)
Retained profit carried forward 3890 3129 4809 3966

During the year under review the Company's Total Income on standalonebasis is ' 2632 million against ' 3956 million in previous year decrease of 33%. Thedecrease is attributed to reduction in overall deployment days of Company's vessel.

Revenue from operations is accounted at ' 2292 million as against '3652 million in the previous year a decrease by 37% on year-on-year basis. There is anincrease in other income from ' 304 million to ' 340 million primarily due to enhancedliquidity position cost benefit analysis and prudent investment strategy. The Company hassettled long outstanding receivables and payable pertaining to one of the customer's groupcompanies which has resulted into net increase in profits aggregating to ' 618.85 million.

On consolidated basis for FY 2020-21 your Company has recorded TotalRevenue at ' 2958 million against ' 4140 million in the previous year recording decreaseof 29%.

Your Company achieved standalone profit (after tax) for FY 2020-21 of '977 million against a profit (after tax) of ' 1302 million in the previous year recordinga decrease of 25%. On consolidated basis the profit (after tax) is ' 988 million againstprofit (after tax) of ' 1333 million during the corresponding period of previous yeardecrease of 26%.

The Company has transferred ' 167 million to the tonnage tax reserve.In the corresponding period of the previous year the tonnage tax reserve was created for' 219 million.

B. Operations

Two of the Company's vessels are under long-term charter with ONGCduring the year under review. However there were reduction in deployment days due toreceipt of award for one of its vessel in May 2020 following which after obtaining theregulatory approvals the vessel went for modifications. Upon completion of modificationsshe was deployed in the third quarter of the year under review. The other vessel alsofaced delay in drydocking. Both the vessels were forced to undergo unavoidable pandemicstress raising the idling time.

SEAMEC I Company's multi support vessel has been idling for 11 monthsdue to non-availability of work and stunted deployment avenues. The Company is takingendeavor to sale / scrap the vessel.

The bulk carrier was fully deployed during the year under review.

The Company has identified a multi-support vessel "SubtechPaladin" for purchase to expand the fleet in line with Company's long-term objectiveto remain a dominant player.

Out of total 921 days of deployment including Barge Kreuz Gloriousdomestic deployment was for 559 days and overseas deployment for 362 days.

2. IMPACT OF COVID-19

The year under review witnessed the continuity of COVID-19 pandemicresulting periodic enforcement of lockdown and COVID-19 induced restrictions underStandard Operating Procedure both in India and Overseas impacting Company's operations.

Fiscal 2021 the impact of COVID-19 pandemic was challenging. TheCompany lost substantial period of time in drydocking of its two vessels which resultedenhancement of idling time and cascading financial loss.

Your Company's management all along maintained cautious measures toaddress the impending adversity to the extent possible to carry out operational andfinancial stream. However the element of uncertainty of pandemic and its severityremained as a factor beyond comprehension.

3. DIVIDEND

The Board of Directors on February 10 2021 declared an interimdividend of ' 1 on each fully paid equity share of ' 10 which was paid to the memberswhose names appeared on the Register of Members of the Company as on February 22 2021.

Considering the capital requirement for ongoing business the Board ofDirectors recommend confirmation of interim dividend as final dividend on the equityshares for the financial year ended March 31 2021.

The interim dividend declared and paid on equity shares aggregated '25.43 million subject to deduction of tax at source. The dividend payout for the yearunder review is in accordance with the Company's policy to pay sustainable dividend linkedto long-term growth object.

4. TRANSFER TO GENERAL RESERVE

Your Directors' do not propose to transfer any amount to the reservesfor the financial year ended March 31 2021.

5. CHANGE IN NATURE OF BUSINESS

During the year under review the Company has not diversified orundertaken any change in nature of existing operations.

Your Directors' are continuously endeavoring and exploring thepossibilities of entering into a new venture which will help Company's operations evolveas a multi-conglomerate.

6. SHARE CAPITAL

During the year under review there was no change in the Company'sIssued Subscribed and Paid-up Equity

Share Capital which consists of 25425000 Equity Shares of ' 10 eachaggregating to ' 254250000 as on March 31 2021.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of six Directors ofwhich two are Non-Executive Directors one Whole Time Director and three IndependentDirectors (including a Woman Director). The constitution of the Board of Directors of theCompany is in accordance with Section 149 152 of the Companies Act 2013 and Regulation17 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) as amended from time to time.

In accordance with the provisions of the Companies Act 2013 andArticles of Association of the Company Mr. Naveen Mohta (DIN: 07027180) and Mr. SubratDas (DIN: 07105815) Directors are liable to retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible have offered themselves forre-appointment. The Board recommends their reappointment at the ensuing Annual GeneralMeeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read withSecretarial Standards - 2 on General Meetings brief details of Mr. Naveen Mohta and Mr.Subrat Das are provided as an Annexure to the Notice of the Annual General Meeting.

In accordance with Section 149(7) of the Companies Act 2013 asamended each Independent Director of the Company has given written declaration confirmingthat he/she meets the criteria of independence as stipulated under Section 149(6) of theCompanies Act 2013 and Listing Regulations.

In pursuance of provisions of Companies (Accounts) Amendment Rules 2019 and in the opinion of the Board of Directors of the Company all the IndependentDirectors possess utmost integrity expertise and experience in their area ofspecialization. Except Mr. Surinder Singh Kohli and Mrs. Seema Modi who are exemptedfrom clearing online proficiency self assessment test conducted by Indian Institute ofCorporate Affairs (Manesar) Mr. Deepak Shetty has successfully cleared the onlineproficiency test as per regulatory requirements.

The following persons are designated as the Key Managerial Personnel ofthe Company.

Mr. Naveen Mohta - Whole Time Director

Mr. S. N. Mohanty - President - Corporate Affairs Legal & CompanySecretary

Mr. Vinay Kumar Agarwal - Chief Financial Officer

8. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met six (6) times during the year. The detailsof the Board Meetings and attendance of each Director thereat are provided in theCorporate Governance Report forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company is constituted in line with therequirements of Section 177 of the Companies Act 2013 and Regulation 18 of the ListingRegulations.

The composition of the Audit Committee is as under:

Name of the Member Category Designation in the Committee
Mr. Deepak Shetty Non-Executive and Independent Director Chairman
Mr. Surinder Singh Kohli Non-Executive and Independent Director Member
Mrs. Seema Modi Non-Executive and Independent Director Member
Mr. Subrat Das Non-Executive Director Member

The Members of the Audit Committee are financially literate and haverequisite accounting and financial management expertise. The terms of reference of theAudit Committee particulars of meetings held during the year and attendance thereat hasbeen provided in the Corporate Governance Report forming part of the Annual Report. Duringthe year under review all the recommendations made by the Audit Committee were acceptedby the Board.

Nomination And Remuneration Committee

The Nomination and Remuneration Committee of the Company is constitutedin line with the requirements of Section 178 of the Companies Act 2013 and Regulation 19of the Listing Regulations.

The composition of the Nomination and Remuneration Committee is asunder:

Name of the Member Category designation in the Committee
Mr. Surinder Singh Kohli Non-Executive and Independent Director Chairman
Mr. Deepak Shetty Non-Executive and Independent Director Member
Mrs. Seema Modi Non-Executive and Independent Director Member
Mr. Sanjeev Agrawal Non-Executive Director Member

The terms of reference of the Nomination and Remuneration Committeeparticulars of meetings held during the year under review and attendance thereat has beenprovided in the Corporate Governance Report forming part of the Annual Report.

The Company has formulated Nomination and Remuneration Policy whichsets out guiding principles for the Nomination and Remuneration Committee for identifyingpersons who are qualified to become Directors or be appointed as Key Managerial personnelBoard evaluation retirement / removal of Directors' and determining independence ofDirectors in case of their appointment as Independent Directors of the Company. It alsoprovides guiding principles for the Committee for recommending remuneration of Directorsand Key Managerial Personnel to the Board of Directors of the Company.

The Nomination and Remuneration Policy of the Company is hosted on theCompany's website under the web l ink-http://seamec.in/attachments/Nomination%20and%20Remuneration%20Policv.pdf and relevantabstract of the Policy is given as Annexure I to this report.

Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act 2013 and Regulation 20 ofthe Listing Regulations the Stakeholders' Relationship Committee was constituted by theBoard of Directors.

The composition of the Stakeholders Relationship

Committee is as under:

Name of the Member Category Designation in the Committee
Mrs. Seema Modi Non-Executive and Independent Director Chairperson
Mr. Sanjeev Agrawal Non-Executive Director Member
Mr. Naveen Mohta Whole Time Director Member

The brief terms of reference of the Stakeholders' RelationshipCommittee particulars of meetings held during the year under review and attendancethereat has been provided in the Corporate Governance Report forming part of the AnnualReport.

Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 the Boardof Directors of the Company has constituted Corporate Social Responsibility (CSR)Committee. The role of CSR Committee modified pursuant to Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021 is as follows:

> Formulating and recommending to the Board a Corporate SocialResponsibility Policy and activities to be undertaken by the Company in areas or subjectsspecifies in Schedule VII of the Companies Act 2013 including any amendments thereto.

> Recommending the amount of expenditure to be incurred on theactivities to be undertaken by the Company in the areas stated above.

> Ensuring that in each financial year the Company spends approvedCSR budget in compliance with the requirements stated under Section 135 of the CompaniesAct 2013 read with Rules made thereunder.

> Ensuring that every financial year funds committed by the Companyfor CSR programme are utilized effectively and monitored as per a structured process.

> Approving the CSR programme in line with the larger CSR vision ofthe organization.

> Instituting a transparent monitoring mechanism for implementationof the CSR programme and initiatives undertaken by the Company.

> Formulating and recommending to Board of Directors an annualaction plan taking into account the following factors namely:

> the list of CSR projects or programmes that are approved to beundertaken in areas or subjects specified in Schedule VII of the Companies Act 2013;

> the manner of execution of such projects or programmes;

> the modalities of utilisation of funds and implementationschedules for the projects or programmes;

> monitoring and reporting mechanism for the projects or programmes;and

> details of need and impact assessment if any for the projectsundertaken by the Company.

The Annual Report on CSR activities and its expenditure as requiredunder Sections 134 and 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules2014 and Rule 9 of the Companies (Accounts)Rules 2014 is provided as Annexure II to this Report. The CSR Policy along with AnnualAction Plan for CSR contribution is also placed on the website of the Company atwww.seamec.in.

name of the Member Category designation in the Committee
Mr. Sanjeev Agrawal Non-Executive Director Chairman
Mr. Deepak Shetty Non-Executive and Independent Director Member
Mrs. Seema Modi Non-Executive and Independent Director Member

Risk Management Committee

The Risk Management Committee at SEAMEC is constituted in accordancewith Regulation 21 of the Listing Regulations and the terms of reference of the Committeeis stated in Report of Corporate Governance.

Appropriate controls to ensure effective and efficient operations aremaintained to ensure regulatory compliance.

The Board has adopted the Risk Management Policy and guidelines tomitigate foreseeable risks avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses. The major risks identified aresystematically approached through mitigating actions on continual basis. Risk evaluationis an on-going and continuous process within the Company and it is regularly updated tothe Board of Directors. The Risk Management Policy is placed on the Company's website atwww.seamec.in and detailed risk assessment mechanism is extensively stated in theManagement Discussion and Analysis Report.

The composition of the Risk Management Committee is as under:

Name of the Member Category Designation in the Committee
Mr. Deepak Shetty Non-Executive and Independent Director Chairman
Mr. Surinder Singh Kohli Non-Executive and Independent Director Member
Mr. Sanjeev Agrawal Non-Executive Director Member
Mr. Seema Modi Non-Executive and Independent Director
Mr. Naveen Mohta Whole Time Director Member
Mr. Sachidananda Mohanty President - Corporate Affairs Legal and Company Secretary Member
Mr. Vinay Kumar Agarwal Chief Financial Officer Member

The particulars of meetings held during the year and attendance thereathas been provided in the Corporate Governance Report forming part of the Annual Report.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013. The Annual Return as on March 312021 is available on the Company's website onwww.seamec.in.

10. ANNUAL EVALUATION OF DIRECTORS COMMITTEES AND BOARD

As per provisions of the Companies Act 201 3 and Regulation 17(10) ofthe Listing Regulations the evaluation process for the performance of the Board itsCommittees and individual Directors for the fiscal 2021 was carried out internally.

With a view to maintain high level of confidentiality the boardevaluation was carried out through a structured questionnaire. Each Board member filled upthe evaluation template on the functioning and overall level of engagement of the Boardand its Committees on parameters such as composition execution of specific dutiesquality quantity and timeliness of flow of information deliberations at the meetingindependence of judgement decision-making management actions etc. The evaluationtemplates were structured considering the amendments made under the Listing Regulations.The Directors were also asked to provide their valuable feedback and suggestions on theoverall functioning of the Board and its Committees and the areas of improvement.

The Independent Directors also conducted a virtual meeting on March 252021 without the participation of any other Director or Key Managerial Personnel to reviewthe performance evaluation of Non-Independent Directors and the entire Board of Directorsincluding the Chairman while considering the views of the Executive and Non-ExecutiveDirectors.

The Independent Directors were satisfied with the overall functioningof the Board its various Committees and the performance of other Non-Executive andExecutive Directors. They also appreciated the exemplary leadership of Chairman of theBoard in upholding and following the highest values and standards of corporate governance.

On the whole the Board expressed its satisfaction with the evaluationprocess which reflects higher degree of engagement of the Board and its Committees withthe Management.

11. STATUTORY Auditors

M/s. T. R. Chadha & Co. LLP Chartered Accountants (ICAIRegistration No. 006711N/9500028) were appointed as Statutory Auditors at the 30thAnnual General Meeting held on August 112017 for a term of five consecutive yearscommencing from the conclusion of that Annual General Meeting until the conclusion of 35thAnnual General Meeting to be held in the year 2022.

The Audit Committee reviews the independence of the Statutory Auditorsand the effectiveness of the audit process. The Statutory Auditors attend the AnnualGeneral Meeting of the Company.

The Auditors Report for the financial year ended March 31 2021 doesnot contain any qualification adverse remark or reservation and therefore do not callfor any further explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.

The Auditors of the Company have not reported any fraud as specifiedunder Section 143(12) of the Companies Act 2013.

12. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Companies Act 201 3read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors of the Company has appointed M/s. Satyajit Mishra & CoCompany Secretary in Practice (FCS no. 5759 C P No. 4997) as the Secretarial Auditors forconducting Secretarial Audit of your Company for the financial year ended March 31 2021.The report of the Secretarial Auditor is attached as Annexure III to this Report in FormMR-3.

The Secretarial Auditors' Report does not contain any qualificationreservation or adverse mark.

The Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and Annual General Meetings asnotified under Section 118 of the Companies Act 2013.

13. PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS

The particulars of loans guarantees and investments during the year asper Section 186 of the Companies Act 2013 and Schedule V of the Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulations 2015 havebeen disclosed in the financial statements.

14. ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

The Office of Principal Commissioner GST and Central Excise vide orderdated February 2021 has completely waived off demand interest on demand and penaltyimposed on the Company vide Show Cause Notice No. Comm/ME/184/2019-20 dated April 26 2019for the period 2016-17 with regards to matter pertaining to cost of free supply of fuelduring the said period.

15. FAMILIARISATION PROGRAMME TO INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directorswith the business and operations overview the socio-economic environment in which theCompany operates business model operational and financial performance of the Companymarket dynamics and changes to enable them to take appropriate decision in a timelymanner. The familiarization programme also seeks to update the Directors on their rolesresponsibilities rights and duties under the provision of law and other statues. All theIndependent Directors are familiarized with the induction programme conducted by theCompany. The details of familiarization programme/training imparted to IndependentDirectors have been posted on the Company's Website at http://seamec.in/attachments/FAMILIARISATION-ID.pdf.

16. RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company duringthe financial year were on an arm's length basis and in the ordinary course of businessand adhere to the applicable provisions of the Companies Act 2013 and the ListingRegulations. During the year under review there are no materially significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor others which may have a potential conflict with the interest of the Company at largeor which warrants the approval of the shareholders. No material contracts or arrangementswith related parties were entered during the year. All related party transactions arepresented for prior approval of the Audit Committee and the Board. A statement of allrelated party transactions is presented before the Audit Committee on a quarterly basisspecifying the nature value and brief terms and conditions of the transactions.

In accordance with Section 134 of the Companies Act 2013 and Rule 8 ofthe Companies (Accounts) Rules 201 4 the particulars of the contract or arrangemententered by the Company with related parties in Form AOC-2 is attached as Annexure IV ofthis report.

In line with the requirements of the Companies Act 201 3 and ListingRegulations the Company has formulated a Policy on Related Party Transactions which isalso available on the Company's website at www.seamec.in.

17. REPORT ON CORPORATE GOVERNANCE MANAGEMENT DISCUSSION AND ANALYSISAND BUSINESS RESPONSIBILITY

A separate report on Corporate Governance is provided together with theCertificate from the Practicing Company Secretaries confirming compliance of conditions ofCorporate Governance as stipulated under the Listing Regulations. Pursuant to theprovisions of Regulation 34 read with Schedule V of the Listing Regulations ManagementDiscussion and Analysis Report along with the Business Responsibility Report describingthe initiatives taken by the Company from environmental social and governance perspectiveis also attached separately which forms part of this Report.

18. INVESTOR SERVICES

As the members are aware your company's shares are tradeablecompulsorily in electronic form with effect from 24th August 2000 and yourcompany has established connectivity with both the depositories viz. National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of thenumerous advantages offered by the Depository system members are requested to avail ofthe facility of dematerialization of Company's shares with either of the Depositoriesthrough their respective Depository Participants.

19. SUBSIDIARIES

SEAMEC INTERNATIONAL FZE is the Wholly Owned Subsidiary (WOS) of yourCompany which comes under the category of "material subsidiary" as perRegulation 16 of the Listing Regulations. As per the regulatory provisions theconsolidated financial statements of your Company with its wholly owned subsidiary for thefinancial year March 31 2021 duly audited by Statutory Auditors is attached to the annualreport of the Company. The annual audited financial statements of WOS and the accompanyinginformation shall be placed on the Company's website at www.seamec.in and be madeavailable to the shareholders on request at any point of time.

During the year under review WOS incorporated a Company by name"SEAMATE SHIPPING FZC" in Ajman Freezone U.A.E in joint venture with AreteShipping DMCC as its subsidiary company. Seamate Shipping FZC is in turn identified asStep-Down Subsidiary (SDS) of the Company. During the year under review the saidsubsidiary purchased a bulk carrier named "ASIAN PEARL" for an aggregate amountof US$ 5050000 which is part financed by WOS as bridge loan amounting to US$ 2777500.SDS has been sanctioned term loan by Bank of Baroda Sharjah for US$ 2777500. Upondisbursement the outstanding loan to WOS will be paid. SDS is servicing interest to WOSon regular basis.

The Company has also incorporated a subsidiary by name "SeamecNirman Infra Limited" in joint venture with NirmanVridhi Infra LLP in the ratio of65:35. The Ministry of Corporate Affairs approved the formation of the subsidiary companyvide certificate of incorporation dated April 212021. The subsidiary would be engaged inundertaking construction activities and other turnkey project operations.

The Company has made required disclosures pursuant to Regulation 30 ofthe Listing Regulations and would intimate material events in this regard as perrequirements of Corporate Governance from time to time.

A statement containing salient features of WOS in the prescribed formatof Form AOC-1 is attached as Annexure V to this Report.

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls (IFC) of the Company provides reasonableassurance with respect to preparation of financial statements in compliance with the ActsRules Regulations as applicable including Indian Accounting Standards and alsoreliability of financial reporting. The controls also provide assurance that theexpenditures are made in accordance with the authority given to the management of theCompany duly approved by the Directors of the Company.

The Company has an internal controls system commensurate with sizescale and complexity of its operations. In order to enhance controls and governancestandards the Company has adopted Standard Operating Procedures which ensure that robustinternal financial controls exist in relation to operations financial reporting andcompliance.

In addition the Internal Auditor monitors and evaluates the efficiencyand adequacy of the internal control system in the Company its compliance with operatingsystems accounting and procurement procedures and respective policies. Periodical controlreport on the same is presented and discussed with the Audit Committee.

Conscious efforts are in place on a continuous basis to ensure that allthe assets are safeguarded and protected against loss from unauthorized use and disposaland that all transactions are authorized recorded and financial statements show a trueand fair picture of the state of affairs of the Company. Compliance is in place as regardsto applicable statutory and regulatory requirements.

The internal control systems of the Company are monitored and evaluatedby Internal and Statutory Auditors and reviewed by Management. Internal Auditors of theCompany report key findings on the internal control systems to the Audit Committee.

21. MARITIME LABOUR CONVENTION (MLC) 2006

Maritime Labour Convention (MLC) 2006 adopted by International LabourOrganization establishing minimum requirements for almost all aspects of working andliving conditions on 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 hasreceived certification from the flag administration for its vessels.

22. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and inaccordance with Regulation 22 of the Listing Regulations the Company had adopted 'VigilMechanism Policy' for Directors and Employees of the Company to report concerns aboutunethical behavior. The policy provides a mechanism which ensures adequate safeguards toEmployees and Directors from any victimization on raising concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports and so on. The employees of the Company have the right/option toreport their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations. The Vigil Mechanism Policy is placed onthe Company's website at www.seamec.in.

During the year under review no complaint has been lodged by anyemployee of the Company pursuant to Vigil Mechanism and Whistle Blower Policy of theCompany.

23. Disclosures AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION And REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules thereunder for preventionand redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Company is committed to providing a safe and conducive workenvironment to all its employees and associates.

During the financial year 2020-21 the Company had not received anycomplaints on sexual harassment in accordance with the Company's policy on preventionprohibition and redressal of sexual harassment at workplace.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND Expenditure

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 201 4 isattached as Annexure VI to this Report.

25. PARTICULARS OF EMPLOYEES

The information under Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is attached as Annexure VII to this Report.

26. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directorsstate that:

a. In the preparation of Annual Accounts the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures.

b. they have selected such accounting policies applied themconsistently and made judgments and estimates that are reasonable and prudent to give atrue and fair view of the state of affairs of the Company as at March 31 2021 and of theprofit of the Company for financial year.

c. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 201 3for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d. they have prepared the annual accounts on a going concern basis.

e. They have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively.

f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

27. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATEOF THIS REPORT

The material changes in the interim period have been disclosed inthis Report under respective sections.

28. GREEN INITIATIVE

The Ministry of Corporate Affairs ('MCA') has taken a Green Initiativein Corporate Governance by permitting electronic mode for service of documents to membersafter considering relevant provisions of the Information Technology Act 2000 andCompanies Act 2013 and Rules made thereunder.

Pursuant to provisions of Companies Act 2013 service of documents toMembers can be made by electronic mode on the email address provided for the purpose ofcommunication.

Your Company sincerely appreciates members who have contributed towardsfurtherance of Green Initiative. We further appeal to other Members to contribute towardsfurtherance of Green Initiative by opting for electronic communication.

29. GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions for the same during the yearunder review:

• Deposits covered under Chapter V of the Companies Act 2013;

• Non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Companies Act 2013read with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014;

• Receipt of any remuneration or commission from any of itssubsidiary companies by the Whole-time Director of the Company;

• Maintenance of cost records as per sub-section (1) of Section148 of the Companies Act 2013;

• Frauds reported as per Section 143(12) of the Companies Act2013.

30. APPRECIATION

Your Company has been able to operate efficiently because of theprofessionalism creativity integrity and continuous improvement in all functions andareas as well as efficient utilization of Companys' resources for sustainable andprofitable growth.

The Directors here by wish to place on record their appreciation forthe efficient and loyal services of each employee with wholehearted effort for thesatisfactory performance of the Company.

Your Directors thank the valued shareholders customers suppliersBanks Registrar and Share Transfer Agent and Government Authorities for their continuoussupport to the Company.

.