The Directors hereby present their Thirty-Eighth Annual Report on the performance of the Company together with theAudited Financial Statements for the Financial Year ('FY') ended March 31, 2025.
standalone
consolidated
Particulars
Year ended
March 31,
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
18,536
10,684
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 previousyear
63,723
47,025
67,773
55,407.48
Surplus available for appropriation
75,279
65,683.85
76,734
69,334
Transfer to Tonnage Tax Reserve
(1,300)
(1,700)
Dividend on equity shares
(254.25)
Other Comprehensive Income and ForeignCurrency Translation Reserve
8
(6)
684
393
Retained profit carried forward
73,987
76,118
On a consolidated basis, revenue from operations for FY 2024-25 was ' 65,182 lakhs lower by 10.63% over thecorresponding previous year's revenue from operations of ' 72,929 lakhs. Total revenue was ' 68,225 lakhs incomparison to corresponding previous year's total revenue of ' 75,814 lakhs. The profit after tax (PAT) for FY 2024-25and 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% overthe corresponding previous year's revenue from operations of ' 66,557 lakhs. Total revenue was ' 65,956 lakhsin comparison to the corresponding previous year's total revenue of ' 70,673 lakhs. The profit after tax (PAT) forFY 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 previousyear.
During the year under review, the Company have notutilized tonnage tax reserves. The Company transferred' 1,300 lakhs to tonnage tax reserve during thecurrent financial year 2024-25 while ' 1,700 lakhs wastransferred to tonnage tax reserve in the correspondingprevious year.
The total fleet strength of the Company during the yearwas 7 (seven), comprising of 5 (five) numbers of MultiSupport Vessels (MSVs), 1 (one) number of Barge and 1(one) number of Offshore Support Vessel (OSV).
The total deployment days of the Company's vesselsduring the year was 1 454 days against deploymentdays of corresponding previous year of 1594 days. Thedomestic deployment days was 1328 while overseasdeployment was for 126 days.
During the year under review, Company's MSV -SEAMEC II and SEAMEC PALADIN were engaged withONGC on a long term contract, through HAL OffshoreLimited.
SEAMEC III, after completion of the contract alongwithSEAMEC PRINCESS in PRP VII offshore contract withLTHE, was engaged for a short job for 27 days forworking in Mumbai High for carrying out jobs relating tounderwater inspection of FPSO. Thereafter, the Vesselwas engaged with Asian Energy Services Limited for
working in East Coast of India, for carrying out jobsrelating to SAT Diving for installation of FPSO and fieldstartup.
SEAMEC GLORIOUS, the Company's Barge commencedits second fair weather season 2024-25 in October 2024for ONGC in Western Offshore.
During the year, SEAMEC SWORDFISH was in overseasengagement commencing from end January 2024with M/s Mermaid Subsea Services, Saudi Arabia(Mermaid), for working in the Kingdom of Saudi Arabia.She was withdrawn in June 2024 for undertakingmodification and thereafter, statutory dry docking,which was completed in October 2024. Thereafter,in December 2024, she was engaged with Mermaidtill end February 2025. The Company entered into aBimco Charter Party with M/s Safeen Al Behar LimitedCompany, Saudi Arabia, for charter hire of the Vesselfor a firm period of 730 days, with option for extension.The charter which was to begin in end March 2025, isdeferred and engagement commenced in end May2025.
The OSV, SEAMEC DIAMOND is engaged with ONGCon long term contract for 3 (three) years, through HALOffshore Limited.
As a corporate strategy, keeping all MSVs underSEAMEC's fold, the Company is in the process ofacquiring Vessel SEAMEC ANANT from HAL OffshoreLimited and also, Vessel NPP NUSANTARA, nominatedby SEAMEC International FZE.
The Board of Directors, considering the Company'sfuture plans, decided to conserve the resources andnot recommend any dividend for the year underreview.
In accordance with Regulation 43A of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI LODR Regulations"), theBoard of Directors of the Company has adopted aDividend Distribution Policy ("Policy") which endeavorsfor fairness, consistency and sustainability whiledistributing profits to the shareholders. The Policy canbe accessed on the website of the Company athttps://seamec.in/upload/03-07-2022Dividend%20Distribution%20Policv.pdf
An amount of ' 1,300 lakhs has been transferred toGeneral Reserve during the year under review.
Your Company has only one class of Equity Sharesand it has neither issued shares with differential rightsas to dividend, voting or otherwise, nor issued shares(including sweat equity shares) to the employees orDirectors of the Company, under any Scheme. Nodisclosure is required under Section 67(3) (c) of theCompanies Act, 2013 ("the Act") in respect of voting
rights not exercised directly by the employees orKey Managerial Personnel of the Company as theprovisions of the Section are not applicable.
During the year under review, there was no change inthe Company's Issued, Subscribed and Paid-up EquityShare Capital which consists of 2,54,25,000 EquityShares of ' 10 each aggregating to ' 25,42,50,000 ason March 31, 2025.
As on March 31,2025, the Company has 6 (six) Directorswith 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 effectfrom the close of business hours of May 14, 2024,upon completion of his first term as an IndependentDirector.
Mr. Raghav Chandra, IAS (Retd.) (DIN: 00057760) wasappointed as an Independent Director for a period offive consecutive years from May 15, 2024 to May 14,2029. His appointment was confirmed in the AnnualGeneral Meeting of the Company held on August 8,2024.
Mr. Surinder Singh Kohli (DIN: 00169907) completedhis second term of five consecutive years asan Independent Director of the Company andaccordingly, ceased to be a Director of the Companywith effect from August 10, 2024.
Dr. Amarjit Chopra (DIN: 00043355) was appointedas an Independent Director for a period of fiveconsecutive years from August 8, 2024 to August 7,2029. His appointment was approved by the Membersthrough Postal Ballot on October 22, 2024.
Mr. Subrat Das (DIN: 07105815) ceased to be aDirector of the Company with effect from February 11,2025, on account of withdrawal of nomination by HALOffshore Limited, the parent company.
HAL Offshore Limited nominated the appointment ofMr. Rajeev Goel (DIN: 02312655) as a Non-ExecutiveDirector of the Company with effect from February11, 2025. The appointment of Mr. Rajeev Goel wasapproved by the Members by way of Postal Ballot onMarch 18, 2025.
The Board places on record its deep appreciation forthe valuable contribution and guidance rendered byMessers Deepak Shetty, Surinder Singh Kohli and SubratDas, during their tenure as Directors of the Company.
In accordance with the provisions of Section 152 of theAct and the Articles of Association of the Company,Mr. Naveen Mohta (DIN: 07027180), retires by rotationat the ensuing Annual General Meeting and beingeligible, has offered himself for re-appointment.
independent Directors
In terms of Section 149 of the Act, Mrs. RubySrivastava, Mr. Raghav Chandra, IAS (Retd.) andDr. Amarjit Chopra are the Independent Directors of theCompany. The Company has received declarationsfrom all the Independent Directors confirming thatthey meet the criteria of independence as prescribedunder Section 1 49(6) of the Act and Regulation16(1)(b) of the SEBI LODR Regulations and areindependent of the management. In terms ofRegulation 25(8) of the SEBI LODR Regulations, theyhave confirmed that they are not aware of anycircumstance or situation, which exist or may bereasonably anticipated, that could impair or impacttheir ability to discharge their duties with an objectiveindependent judgement and without any externalinfluence. The Board of Directors of the Company hastaken on record the declaration and confirmationsubmitted by the Independent Directors. IndependentDirectors are not liable to retire by rotation in terms ofSection 149(13) of the Act.
The Board is of the opinion that the IndependentDirectors of the Company possess requisitequalifications, experience and expertise in thefields of banking, finance, treasury operations, riskmanagement, legal, information technology, strategy,governance, human resources, safety, sustainability,etc. and that they hold highest standards of integrity.
The Independent Directors of the Company haveconfirmed that they have enrolled themselves inthe Independent Directors' Databank maintainedwith the Indian Institute of Corporate Affairs ('IICA') interms of Section 150 of the Act read with Rule 6 of theCompanies (Appointment & Qualification of Directors)Rules, 2014. Mrs. Ruby Srivastava and Mr. RaghavChandra, IAS (Retd.) have confirmed that they havesuccessfully completed the online proficiency self¬assessment test conducted by IICA whereas Dr. AmarjitChopra has confirmed that he is exempted from therequirement to undertake the said online proficiencyself-assessment test conducted by IICA.
Details of Familiarization Programme for theIndependent Directors are provided separately in theCorporate Governance Report which forms a part ofthis Integrated Annual Report.
Mr. Rakesh Ayri was appointed as the Chief ExecutiveOfficer of the Company with effect from May 28,2024.
The Key Managerial Personnel of the Companyinclude Mr. Rakesh Ayri - Chief Executive Officer,Mr. S.N. Mohanty - President, Corporate Affairs,Legal and Company Secretary and Mr. Vinay KumarAgarwal - Chief Financial Officer.
During the year under review, 4 (four) Board Meetingswere held, details of which are provided in theCorporate Governance Report.
As on March 31,2025, the Audit Committee comprisedof 4 (four) Members out of which 3 (three) areIndependent Directors and 1 (one) is a Non-ExecutiveDirector. During the year under review, 5 (five) AuditCommittee meetings were held, details of which areprovided in the Corporate Governance Report. Duringthe year under review, there were no instances whenthe recommendations of the Audit Committee werenot accepted by the Board.
The CSR Committee comprised of 5 (five) Members outof which 3 (three) are Independent Directors. Duringthe year under review, 2 (two) meetings of the CSRCommittee were held, details of which are providedin the Corporate Governance Report. The CSR Policyis available on the website of the Company at https://
seamec.in/upload/03-07-2022CSR%20Policv.pdfDuring the year under review, there were no instanceswhen the recommendations of the CSR Committeewere not accepted by the Board.
The brief outline of the CSR policy of the Companyand the initiatives undertaken by the Company on CSRactivities during the year are set out in Annexure I ofthis report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules, 2014.
The Board of Directors of the Company have formed aRisk Management Committee to frame, implement andmonitor the risk management plan for the Company.
The Committee is responsible for monitoring andreviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additionaloversight in the area of financial risks and controls. Themajor risks identified by the businesses, functions,Internal Auditors and Statutory Auditors aresystematically addressed through mitigating actionson a continuing basis. The composition, developmentand implementation of risk management policy hasbeen covered in the Corporate Governance Reportand Management Discussion and Analysis,respectively, which forms part of this report.
The Company has formulated the Nomination andRemuneration Policy in accordance with the provisionsof the Act and the SEBI LODR Regulations. The saidpolicy acts as a guideline for determining, inter-alia,qualifications, positive attributes and independenceof a director, matters relating to the remuneration,appointment, removal and evaluation of performanceof the Directors, Key Managerial Personnel, SeniorManagement and other employees.
The aforesaid policy is available on theCompany's website at https://seamec.in/upload/10-1 1-2022Nomination%20and%20Remuneration%20Policy%20-%20Amended.pdf and an abstract is alsoenclosed to this Report as Annexure II.
The Board evaluated the effectiveness of its functioning,that of the Committees and of individual directors forFY 2024-25 pursuant to the provisions of the Act andRegulation 17(10) of the SEBI LODR Regulations. Theevaluation was carried out based on the guidancenote on Board Evaluation issued by the Securities andExchange Board of India.
With a view to maintain high level of confidentialityand ease of doing evaluation, the exercise wascarried out through a structured questionnaire. EachBoard member filled up the evaluation template onthe functioning and overall level of engagementof the Board and its Committees, on parameterssuch as composition, execution of specific duties,quality, quantity and timeliness of flow of information,deliberations at the meeting, independence ofjudgement, decision-making, management actionsetc. The evaluation templates were structuredconsidering the amendments made under the SEBILODR Regulations. The Directors were also asked toprovide their valuable feedback and suggestions onthe overall functioning of the Board and its committeesand the areas of improvement.
The Independent Directors also conducted a separatemeeting on January 18, 2025 and March 28, 2025,without the participation of any other Director or KeyManagerial Personnel, wherein the performance ofthe Non-Independent Directors, the Board as a wholeand the Chairman of the Company was evaluated.The Independent Directors were satisfied with theoverall functioning of the Board, its various committeesand with the performance of other Non-Executive andExecutive Directors.
On the whole, the Board expressed its satisfaction withthe evaluation process, which reflects highest degreeof engagement of the Board and its Committees withthe Management.
At the 35th Annual General Meeting held on August10, 2022, Members approved the re-appointmentof M/s. T R Chadha & Co LLP Chartered Accountants(ICAI Registration No. 006711N/N500028) as StatutoryAuditors of the Company to hold office for a period offive years from the conclusion of that Annual GeneralMeeting till the conclusion of the 40th Annual GeneralMeeting to be held in the year 2027.
The Standalone and Consolidated Statutory Auditors'Report for the financial year ended March 31, 2025does not contain any qualification, adverse remark orreservation and therefore, do not call for any furtherexplanation or comments from the Board underSection 134(3) of the Act.
There were no instances of fraud reported by theStatutory Auditors during FY 2024-25 in terms of Section134 of the Act read with the Companies (Audit andAuditors) Rules, 2014.
14. secretarial auditors
In terms of the provisions of Section 204 of theAct read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014 read with the amendments to Regulation24A of the SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015, the Boardof Directors of the Company has appointedM/s. Satyajit Mishra & Co. Company Secretaries inPractice (FCS No. 5759, CP No. 4997) as the SecretarialAuditors of the Company for a period of 5 (five)consecutive years commencing from the financialyear 2025-26 up to the conclusion of financialyear 2029-30. The proposal for the appointment ofM/s Satyajit Mishra & Co., Company Secretaries inPractice is being placed for approval of the Membersof the Company at the ensuing Annual GeneralMeeting.
M/s Satyajit Mishra & Co., Company Secretaries inPractice is a Peer Reviewed Practice Unit and meetsthe eligibility criteria mentioned under Regulation 24Aof the SEBI LODR Regulations.
The report of the Secretarial Auditor is attached asAnnexure Ill to this Report in Form MR-3.
The Secretarial Auditors' Report does not contain anyqualification, except as mentioned in the Report.
The Company has complied with the SecretarialStandards issued by the Institute of Company Secretariesof India on Board Meetings and Annual General Meetingsas notified under Section 118 of the Act.
15. maintainence of cost records
The Company is not required to maintain costrecords pursuant to Section 148 of the Act read withCompanies (Cost Records and Audit) Rules, 2014.
16. particulars of loan, guarantee andinvestments
Details of loans, guarantees given and investmentsunder the provisions of Section 1 86 of the Act readwith the Companies (Meetings of Board and its Powers)Rules, 2014, as on March 31, 2025, are set out inNote 9, 17 and 55 to the Standalone FinancialStatements of the Company.
17. significant and material orders passedby the regulators or courts or tribunalsimpacting the going concern status andcompany’s operations in future
There were no significant or material orders passed byany Regulatory Authority, Court or Tribunal which shall
impact the going concern status and Company'soperations in future during the financial year.
18. related party transactions
All related party transactions that were entered intoduring the financial year were in the ordinary courseof business and on an arm's length basis. The relatedparty transactions entered are in accordance withSection 1 88 of the Act read with the Companies(Meetings of Board and its Powers) Rules, 2014 andSEBI LODR Regulations.
All material related party transactions follow theprocess of regulatory compliances including therequisite shareholders' approval, wherever required.
The Related Party Transactions are placed beforethe Audit Committee for prior approval, as may berequired under applicable laws and regulations.Only those members of the Audit Committee whowere Independent Directors approved the same. Astatement of all Related Party Transactions is placedbefore the Audit Committee for its review on aquarterly basis, specifying the nature and value ofthe transactions. The Internal Auditors and StatutoryAuditors of the Company also confirm complianceof Related Party Transactions at quarterly AuditCommittee meeting(s) of the Company.
The Company has adopted a policy on materialityof Related Party Transactions. The policy as approvedby the Audit Committee and the Board of Directorsis uploaded on the website of the Company athttps://seamec.in/upload/20-02-2023Policv%20on%20related%20partv%20transactions.pdf
The disclosures on Related Party Transactions pursuantto Regulation 34(3) of SEBI LODR Regulations read withSchedule V thereto are set out in Annexure A of theStandalone and Consolidated Financial Statements ofthe Company.
The Form AOC-2 envisages disclosure of materialcontracts or arrangements or transactions at arm'slength basis. The details of the material related partytransactions, on-going and entered during FY 2025, asper the Policy on dealing with related parties adoptedby the Company and regulatory requirements aredisclosed in Annexure IV to this Report.
19. report on corporate governance,management discussion and analysis andbusiness responsibility and sustainabilityreport
A separate report on Corporate Governanceis provided together with the Certificate from
the Practicing Company Secretary confirmingcompliance of conditions of Corporate Governanceas stipulated under the Listing Regulations. Pursuant tothe provisions of Regulation 34 read with Schedule Vof the SEBI LODR Regulations, Management Discussionand Analysis Report, forms part of this Report. TheBusiness Responsibility and Sustainability Report,describing the initiatives taken by the Company fromenvironmental, social and governance perspective,is uploaded on the website of the Company andcan be accessed at https://seamec.in/upload/16-07-2025Business%20Responsibilitv%20and%20Sustainabilitv%20Report%20FY%202024-2025.pdf.
The Company has 8 (eight) subsidiaries, including stepdown subsidiaries. There are no associates or jointventure companies within the meaning of Section 2(6)of the Act. There has been no material change in thenature of the business of the subsidiaries.
SEAMEC INTERNATIONAL FZE is the Wholly OwnedSubsidiary (WOS), established in Dubai Airport Freezone(DAFZA). The primary focus of this WOS is to engage inbulk carrier operations. During the year, out of the twobulk carriers, one bulk carrier was sold. The market ofbulk carrier was in the downward trajectory during theyear. The WOS is exploring strategic planning to takethe Company forward.
The WOS had entered into a Memorandum ofAgreement with M/s PT Nusa Permasa Permai,Indonesia for purchase of Vessel "NPP NUSANTARA". TheWOS has nominated the Company to be the BuyingEntity to purchase the said Vessel. The process foracquisition of the Vessel by the Company is underway.
Seamec International FZE has set up a joint venturecompany by name of "SEAMATE SHIPPING FZC" inAjman Freezone, U.A.E with Arete Shipping DMCC inthe ratio of 60:40.
On April 16, 2025, Seamec International FZE hasentered into a joint venture with Arete Shipping DMCC,and has incorporated a company by name of "SEARETEINDIA IFSC PRIVATE LIMITED" in GIFT City, Gujarat, India,in the ratio of 50:50. The principal activities of the JointVenture Company includes undertaking ship owningand leasing activities by way of bareboat charter hireto customers incorporated in GIFT City.
The Company has incorporated a subsidiary by name"Seamec Nirman Infra Limited" in joint venture withNayaVridhi Infra LLP in the ratio of 65:35 to undertaketunnel project in Vapi, Gujarat. The Company has
withdrawn from the project. The outstanding dueshave been settled with L&T and agreement to thisrespect was executed on May 5, 2025. The Companyhas suffered a loss to the tune of ' 636.55 Lakhs.
The Company has another wholly owned subsidiary byname of M/s Aarey Organic Industries Private Limited(AOIPL), based in Navi Mumbai, India.
The Company has incorporated another wholly ownedsubsidiary in the United Kingdom by name "SeamecUK Investments Limited" ("SEAMEC UK"), which hasincorporated 2 (two) wholly owned subsidiaries byname of "Fountain House 74 Limited" and "FountainHouse 84 Limited" (Step-down subsidiaries). The StepDown Subsidiaries have incorporated another whollyowned subsidiary by the name of "Fountain HouseCombined Limited".
Pursuant to the provisions of Section 129(3) of the Act,a statement containing the salient features of financialstatements of the Company's subsidiaries as on March31,2025, in Form No. AOC-1 is attached as Annexure Vto this Report.
Further, pursuant to the provisions of Section 136 ofthe Act, the financial statements of the Company,consolidated financial statements along withrelevant documents and separate audited financialstatements in respect of relevant subsidiaries as onMarch 31, 2025, are available on the Company'swebsite at www.seamec.in.
The Company had adequate Internal FinancialControls (IFC) which is commensurate to the size andbusiness of the Company and is designed to providereliable financial information. It provides reasonableassurance with respect to preparation of financialstatements in compliance with the Acts, Rules andRegulations as applicable including Indian AccountingStandards and also reliability of financial reporting. Thecontrols also provide assurance that the expendituresare made in accordance with the authority given tothe management of the Company duly approved bythe Directors of the Company.
These controls are reviewed by the management andkey areas are subject to various statutory, internal andoperational audits based on periodic risk assessment.The findings of the audits are discussed with themanagement and key findings are presented beforethe Audit Committee and Board of Directors for reviewof actionable items. The review of the IFC, inter-alia,consists of the three components of internal controls,
viz. Entity level controls, Key financial reporting controlsand Internal controls in operational areas.
In addition, the Internal Auditor monitors and evaluatesthe efficiency and adequacy of the internal controlsystem in the Company, its compliance with operatingsystems, accounting and procurement proceduresand respective policies. Periodical control report onthe same is presented and discussed with the AuditCommittee.
Conscious efforts are in place on a continuous basisto ensure that all the assets are safeguarded andprotected against loss from unauthorized use anddisposal and that all transactions are authorized,recorded and financial statements show a true andfair picture of the state of affairs of the Company.Compliance is in place as regards to applicablestatutory and regulatory requirements.
The internal control systems of the Company aremonitored and evaluated by Internal and StatutoryAuditors and reviewed by the Management. InternalAuditors of the Company independently reports keyfindings on the internal control systems to the AuditCommittee.
Maritime Labour Convention (MLC) 2006 adoptedby International Labour Organization, establishingminimum requirements for almost all aspects ofworking and living conditions on board ships has comeinto force from August 20, 2013. The Government ofIndia had ratified and adopted provisions of MLC onOctober 18, 2015.
Your Company has implemented the requirement asper MLC 2006 and has received certification from theflag administration for its vessels.
Pursuant to the provisions of the Act and SEBI LODRRegulations, the Company has in place a WhistleBlower Policy to encourage all employees or anyother person dealing with the Company to discloseany wrong doing that may adversely impact theCompany, the Company's customers, shareholders,employees, investors or the public at large. This policyinter-alia, also sets forth (i) procedures for reportingquestionable auditing accounting, internal controland unjust enrichment matters (ii) reporting instancesof leak or suspected leak of Unpublished PriceSensitive Information and (iii) an investigative process
of reported acts of wrongdoing and retaliation fromemployees on a confidential and anonymous basis.
The Company is committed to adhere to thehighest standards of ethical, moral and legalconduct of business operations. The Vigil MechanismPolicy is placed on the Company's website athttps://seamec.in/upload/30-05-20242.%20Vigil%20Mechanism%20%20Whistle%20Blower%20Policv.pdf
During the year under review, no complaint has beenlodged by any employee of the Company or reportedto Chairman of Audit Committee pursuant to VigilMechanism and Whistle Blower Policy of the Company.
The Company has in place a Prevention of SexualHarassment Policy in line with requirements ofthe Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013. AnInternal Complaints Committee has been set upto redress complaints received regarding sexualharassment. All employees (permanent, contractual,temporary and trainee) are covered under this policy.
During FY 2024-25, no case of sexual harassment hasbeen reported.
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgoas required, inter-alia, under Section 1 34 of the Actread with the Companies (Accounts) Rules, 201 4 isgiven in Annexure VI forming part of this Report.
Disclosures pertaining to remuneration and otherdetails as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014 ('Rules') are enclosed as Annexure VII formingpart of this Report.
The statement containing particulars of employees asrequired under Section 197(12) of the Act read withRule 5(2) and 5(3) of the Rules forms part of this Report.Further, the Report and the Accounts are being sentto the Members excluding the aforesaid statement. Interms of Section 1 36 of the Act, the said statementwill be open for inspection upon request by the
Members. Any Member interested in obtaining suchparticulars may write to the Company Secretary atcontact@seamec.in.
Pursuant to Section 134(5) of the Act, the Board ofDirectors, to the best of its knowledge and ability,confirm that:
a. in the preparation of the annual accounts, theapplicable accounting standards have beenfollowed and there are no material departures;
b. they have selected such accounting policies andapplied them consistently and made judgmentsand estimates that are reasonable and prudentso as to give a true and fair view of the state ofaffairs of the Company at the end of the financialyear and of the profit of the Company for thatperiod;
c. they have taken proper and sufficient care for themaintenance of adequate accounting recordsin accordance with the provisions of the Act forsafeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities;
d. they have prepared the annual accounts on agoing concern basis;
e. they have laid down internal financial controls tobe followed by the Company and such internalfinancial controls are adequate and operatingeffectively;
f. they have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems are adequate andoperating effectively.
Based on the framework of internal financial controlsand compliance systems established and maintainedby the Company, the work performed by the internal,statutory and secretarial auditors and externalconsultants, including the audit of internal financialcontrols over financial reporting by the statutoryauditors and the reviews performed by managementand the relevant board committees, including theAudit Committee, the Board is of the opinion that theCompany's internal financial controls were adequateand effective during FY 2024-25.
The material changes, in the interim period, have beendisclosed in this Report under respective sections.
Pursuant to Section 92(3) read with Section 134(3)(a)of the Act, the Annual Return as on March 31, 2025, isavailable on the Company's website at www.seamec.in.
The Company has not accepted any deposits frompublic and as such, no amount on account of principalor interest on deposits from public was outstanding ason the date of the balance sheet.
Your Company continues to be assured bycompetence and commitment of the people.
The working climate of your Company continuesto remain harmonious with focus on improvingProductivity, Quality and Safety. Health and Safety ofthe employees and its associates we work with remainsas our paramount importance. Your Companyensures that operations are carried out as per thesafety guidelines and procedures in place which areregularly updated. The Company has 77 employeesas on March 31, 2025.
Efforts are continuously made to strengthenorganizational culture in order to attract and retain thebest talent in the industry. The Board appreciates thecommitment and support of the employees and lookforward to their continued support.
Your Directors state that no disclosure or reporting isrequired in respect of the following items as there wereno transactions for the same during the year underreview:
i. the details of application made or anyproceeding pending under the Insolvency andBankruptcy Code, 2016 during the year alongwith their status as on March 31, 2025.
ii. the details of difference between the amountof the valuation done at the time of one-timesettlement and the valuation done while takingloan from the Banks or Financial Institutions alongwith the reasons thereof.
iii. No disclosure is required under Section 62(1)(b)of the Act in respect of Employee Stock OptionScheme as the provisions of the said section readwith 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 theprovisions of the said section are not applicable.
The Ministry of Corporate Affairs ('MCA') has takena Green Initiative in Corporate Governance bypermitting electronic mode for service of documentsto Members after considering relevant provisions ofthe Information Technology Act, 2000 and Act andRules made thereunder.
Pursuant to provisions of the Act, service of documentsto Members can be made by electronic modeon the email address provided for the purpose ofcommunication. If a Member has not registered anemail address, other permitted modes of servicewould continue to be applicable.
Your Company sincerely appreciates members whohave contributed towards furtherance of GreenInitiative. We further appeal to other Members tocontribute towards furtherance of Green Initiative byopting for electronic communication.
Members who have not provided their emailaddress will continue to receive communications,
dissemination, notice(s), documents etc. via permittedmode of service of documents. Further, the Memberswho request for physical copies will be provided thesame.
Your Directors place on record their gratitude to theGovernment of India and Company's Bankers for theassistance, co-operation and encouragement theyextended to the Company. Your Directors also wish toplace on record their sincere thanks and appreciationfor the continuing support and unstinting effortsof investors, vendors, dealers, business associatesand employees in ensuring an excellent all aroundoperational performance.
On behalf of the Board of DirectorsSanjeev Agrawal
Place: Mumbai Chairman
Date: May 27, 2025 (DIN: 00282059)