DEAR MEMBERS,
The Directors hereby present their Thirty-fifth Annual Report on the
performance of the Company together with the Audited Financial Statements for the
Financial Year (‘FY’) ended March 31, 2022.
1. FINANCIAL RESULTS
(Rs. In lakhs)
| Particulars |
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Revenue from Operations |
29,352 |
22,924 |
34,962 |
25,680 |
| Other Income |
4,423 |
3,404 |
4,602 |
3,904 |
| Total Income |
33,775 |
26,328 |
39,564 |
29,584 |
| Total Expenditure |
|
|
|
|
| a. Employee Benefit Expenses |
5,335 |
5,117 |
6,011 |
5,318 |
| b. Operating Expenses |
11,418 |
11,961 |
13,342 |
12,842 |
| c. Other Expenditure |
2,375 |
582 |
2,700 |
848 |
| Earnings before Interest, Depreciation & Tax |
14,647 |
8,668 |
17,511 |
10,576 |
| Interest Expenses |
336 |
64 |
643 |
484 |
| Depreciation |
6,624 |
4,284 |
8,388 |
5,656 |
| Profit / (Loss) before Tax & exceptional items |
7,687 |
4,320 |
8,480 |
4,436 |
| Exceptional item (Income) |
- |
(6,188) |
- |
(6,188) |
| Profit /(Loss) before Taxation |
7,687 |
10,508 |
8,480 |
10,624 |
| Tax expense for the year |
112 |
745 |
110 |
745 |
| Profit /(Loss) after Taxation |
7,575 |
9,763 |
8,370 |
9,879 |
| Share of Non-controlling interest |
- |
- |
50 |
22 |
| Share of owner of the Company |
- |
- |
8,320 |
9,857 |
| Add: Balance brought forward from previous year |
38,898 |
31,288 |
48,089 |
39,658 |
| Surplus available for appropriation |
46,473 |
41,051 |
56,409 |
49,515 |
| Transfer to Tonnage Tax Reserve |
1,850 |
1,666 |
1,850 |
1,666 |
| Dividend on equity shares |
- |
509 |
- |
509 |
| Other Comprehensive Income |
(1) |
22 |
317 |
749 |
| Retained profit carried forward |
44,622 |
38,898 |
54,876 |
48,089 |
State of Company’s Affairs
During year under review, on a standalone basis, the total income is
Rs. 33,775 lakhs as against Rs. 26,328 lakhs, in the corresponding previous year, an
increase of 28%. Revenue from operation stands at Rs. 29,352 lakhs as against Rs. 22,924
lakhs in corresponding previous year, an increase of 28%.
On a consolidated basis, Total Income for the year under review is
Rs.39,564 lakhs as against Rs.29,584 lakhs in corresponding previous year, an increase of
34%. Profit before tax & exceptional items on standalone basis is Rs. 7,687 lakhs as
against Rs. 4,320 lakhs in corresponding previous year, an increase of 78%. Profit after
tax, on a comparative year to year basis has declined from Rs. 9,763 lakhs to Rs. 7,575
lakhs. The sole reason was an exceptional item of Rs. 6,188 lakhs contributed to the
profit of previous year, which was absent during the year under review.
Profit before tax & exceptional items under consolidation basis is
Rs. 8,480 lakhs as against Rs. 4,436 lakhs of corresponding previous year, increase of
91%. Profit after tax on year-to-year comparison decreased from Rs. 9,879 lakhs to Rs.
8,370 lakhs due to cascading impact of exceptional items absent during the year under
review.
The increase of revenue and profit, both under the standalone and
consolidated basis are attributed to increase in deployment days in Company’s vessel
including new acquisition of fleets. Additional contributor is effective utilization of
surplus fund and investments.
During the year under review, the Company has utilized Rs. 5,588 lakhs
of tonnage tax reserve for acquisition of a new vessel Seamec Paladin and transferred Rs.
1850 lakhs to Tonnage tax reserve. In the corresponding previous year, Rs. 1,666 lakhs was
transferred to tonnage tax reserve.
B. Operations
The total deployment days of the Company’s vessel increased from
921 days in the previous year to 1257 days during the year under review, a significant
increase of 36%. Out of 1257 days, domestic deployment was 709 days and balance 548 days
for overseas employment.
During the year under review, two of the Company’s vessels are
under long term charter with ONGC. The Company has acquired, a Multi Support Vessel named
"Seamec Paladin" and an accommodation Barge named as "Seamec
Glorious", increasing its fleet size attuning with the market dynamics.
The Company’s first Multi Support Vessel "Seamec I" was
scrapped due to over ageing and long-term idling. The sole bulk carrier owned by Company
was dry docked during the year. Except the dry-docking days, the bulk carrier was fully
occupied during the year under review.
3. COVID-19
The COVID-19 pandemic caused intermittent disruption in normal office
functioning.
Amid the pandemic, the Company facilitated vaccination for all its
onshore employees to ensure the safety and well-being of the associates. The Company also
adopted hybrid working module intermittently during FY 2022 in compliance with regulatory
guidelines promoting social distancing norms and covid appropriate behavior.
4. SCHEME OF ARRANGEMENT
The Board of Directors of the Company in its meeting held on March 28,
2022, approved scheme of arrangement for demerger of Marine, EPC and other ancillary
business of HAL Offshore Ltd into Seamec Limited under sections 230 & 232 read with
sections 66 and 55 of the Companies Act, 2013 (the "Act"), and other applicable
provisions, if any. The proposal was considered with the recommendation of the Audit
Committee.
The rationale for consideration of the scheme include business
synergies, consolidation of entire vessel charter business into SEAMEC, pooling off
resources to diversify into lucrative EPC business, enable SEAMEC to attain healthy
economic state encompassed with higher turnovers and better margins, better growth and
expansion opportunities making eligible for large scale tender, hedging strategy against
the business uncertainties with diversified portfolio, better management focus to
facilitate administrative convenience and control, ensure optimum utilization of manpower
and various other resources, strengthen, consolidate and stabilize the business of both
the entities involved in the scheme, ultimately appreciating shareholders wealth.
The draft scheme of arrangement and all related documents are available
on Company’s website at www.seamec.in. The Company has filed an application under
Regulation 37 of SEBI (LODR) Regulations, 2015 (SEBI Listing Regulations) with Stock
Exchanges (BSE Limited and National Stock Exchange of India Limited) for consideration.
5. DIVIDEND
The Board of Directors considering the Company’s future plans
decided to conserve the resources and not recommend any dividend for the year under
review.
6. DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI Listing Regulations, the
Board of Directors of the Company has adopted a Dividend Distribution Policy
(‘Policy’) which endeavours for fairness, consistency and sustainability while
distributing profits to the shareholders. The Policy can be accessed on the website of the
Company at http://www.seamec.in/attachments/Dividend%20 Distribution%20Policy.pdf.
7. TRANSFER TO GENERAL RESERVE
Consequent to utilization of tonnage tax reserve of Rs. 5,588 lakhs as
per the provisions of tonnage tax scheme, an amount of Rs. 5,588 lakhs has been
transferred to General Reserve during the year under review.
8. SHARE CAPITAL
Your Company has only one class of Equity Shares and it has neither
issued shares with differential rights as to dividend, voting or otherwise, nor issued
shares (including sweat equity shares) to the employees or Directors of the Company, under
any Scheme. No disclosure is required under Section 67(3) (c) of the Act in respect of
voting rights not exercised directly by the employees or Key Managerial Personnel of the
Company as the provisions of the Section are not applicable.
During the year under review, there was no change in the Company’s
Issued, Subscribed and Paid-up Equity Share Capital which consists of 2,54,25,000 Equity
Shares of Rs. 10 each aggregating to Rs. 25,42,50,000 as on March 31, 2022.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the recommendations of the Nomination and Remuneration
Committee (‘NRC’), the Board of Directors made the following appointments during
the year under review in accordance with the Company’s Articles of Association and
Section 149, 161(1) and Section 196 of the Act:
1. Appointment of Mr. Naveen Mohta (DIN: 07027180) as Whole Time
Director of the Company for a period of 5 (five) consecutive years effective from
September 1, 2021 to August 31, 2026.
2. Appointment of Dr. Sangeeta Pandit (DIN: 06748608) as Non-Executive
and Independent Woman Director of the Company for a term of 5(five) consecutive years from
October 4, 2021 to October 3, 2026.
The aforesaid appointments were also approved by the members of the
Company with requisite majority through resolution passed by postal ballot on November 21,
2021. The requisite disclosures relating to appointment(s) are available on the
Company’s website at www.seamec.in.
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Sanjeev Agrawal, Chairman and Non-Executive
Director of the Company, retires by rotation at the ensuing AGM and being eligible, has
offered himself for re-appointment.
During the year under review, Mrs. Seema Modi (DIN: 05327073) resigned
as Non-Executive and Independent Woman Director of the Company with effect from July 6,
2021. The Board places on record its deep appreciation for the invaluable contribution and
guidance rendered by Mrs. Modi.
Independent Directors
In terms of Section 149 of the Act, Mr. Surinder Singh Kohli, Mr.
Deepak Shetty and Dr. Sangeeta Pandit are the Independent Directors of the Company. The
Company has received declarations from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management.
In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that
they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence. The Board of Directors
of the Company has taken on record the declaration and confirmation submitted by the
Independent Directors. Independent Directors are not liable to retire by rotation in terms
of Section 149(13) of the Act.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the fields of
science and technology, banking, treasury operations, risk management, legal,
digitalization, strategy, finance, governance, human resources, safety, sustainability,
etc. and that they hold highest standards of integrity. The Independent Directors of the
Company have confirmed that they have enrolled themselves in the Independent
Directors’ Databank maintained with the Indian Institute of Corporate Affairs
(‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.
Details of Familiarization Programme for the Independent Directors are
provided separately in the Corporate Governance Report which forms a part of this
Integrated Annual Report.
Key Managerial Personnel
During the year under review, there is no change in the key managerial
personnel of the Company and Mr. S.N. Mohanty, President – Corporate Affairs,
Legal and Company Secretary and Mr. Vinay Kumar Agarwal, Chief Financial Officer are key
managerial personnel of the Company.
10. DISCLOSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARD
Board Meetings
During the year under review, eight (8) Board Meetings were held,
details of which are provided in the Corporate Governance Report.
Composition of Audit Committee
The Audit Committee comprised four (4) Members out of which three (3)
are Independent Directors and one (1) is a Non-Executive Director. During the year under
review, six (6) Audit Committee meetings were held, details of which are provided in the
Corporate Governance Report. During the year under review, there were no instances when
the recommendations of the Audit Committee were not accepted by the Board.
Corporate Social Responsibility Committee
The CSR Committee comprised three (3) Members out of which one (2) are
Independent Directors. During the year under review, three (3) meetings of the CSR
Committee were held, details of which are provided in the Corporate Governance Report. The
Company has revised the CSR Policy pursuant to the Companies (Corporate Social
Responsibility) Amendment Rules, 2021. The revised CSR Policy is available on the website
of the Company at http://www.seamec.in/attachments/ CSR%20Policy.pdf. During the year
under review, there were no instances when the recommendations of the CSR Committee were
not accepted by the Board. The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year are set out in Annexure
I of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
11. RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses, functions, Internal Auditors and Statutory Auditors are systematically
addressed through mitigating actions on a continuing basis. The composition, development
and implementation of risk management policy has been covered in the Corporate Governance
Report and Management Discussion and Analysis, respectively, which forms part of this
report.
12. NOMINATION AND REMUNERATION POLICY
The Company has formulated the Nomination and Remuneration Policy in
accordance with the provisions of the Act and the SEBI Listing Regulations. The said
policy acts as a guideline for determining, inter-alia, qualifications, positive
attributes and independence of a Director, matters relating to the remuneration,
appointment, removal and evaluation of performance of the Directors, Key Managerial
Personnel, Senior Management and other employees.
The aforesaid policy is available on Company’s website at
http://www.seamec.in/attachments/Nomination%20 and%20Remuneration%20Policy.pdf and an
abstract is also enclosed to this Report as Annexure II.
13. PERFORMANCE EVALUATION
As per provisions of the Act and Regulation 17(10) of the SEBI Listing
Regulations, the evaluation process for the performance of the Board, its committees and
individual Directors for FY 2022 was carried out internally. With a view to maintain high
level of confidentiality and ease of doing evaluation, the exercise was carried out
through a structured questionnaire. Each Board member filled up the evaluation template on
the functioning and overall level of engagement of the Board and its Committees, on
parameters such as composition, execution of specific duties, quality, quantity and
timeliness of flow of information, deliberations at the meeting, independence of
judgement, decision-making, management actions etc. The evaluation templates were
structured considering the amendments made under the SEBI Listing Regulations. The
Directors were also asked to provide their valuable feedback and suggestions on the
overall functioning of the Board and its committees and the areas of improvement.
The Independent Directors also conducted virtual meeting on January 7,
2022 without the participation of any other Director or Key Managerial Personnel to review
the performance evaluation of Non-Independent Directors and the entire Board of Directors,
including the Chairman, while considering the views of the Executive and Non-Executive
Directors.
The Independent Directors were satisfied with the overall functioning
of the Board, its various committees and with the performance of other Non-Executive and
Executive Directors. They also appreciated the exemplary leadership of Chairman of the
Board in upholding and following the highest values and standards of corporate governance.
On the whole, the Board expressed its satisfaction with the evaluation
process, which reflects higher degree of engagement of the Board and its Committees with
the Management.
14. STATUTORY AUDITORS
M/s. T. R. Chadha & Co. LLP, Chartered Accountants (ICAI
Registration No. 006711N/9500028), the statutory auditors of the Company, will hold office
till the conclusion of thirty-fifth Annual General Meeting of the Company.
The Board has recommended the re-appointment of M/s. T. R. Chadha &
Co. LLP, Chartered Accountants, as the statutory auditors of the Company, for a second
term of five consecutive years, from the conclusion of the thirty-fifth Annual General
Meeting scheduled to be held on August 10, 2022 till the conclusion of the fortieth Annual
General Meeting to be held in the year 2027, for approval of shareholders of the Company,
based on the recommendation of the Audit Committee. M/s. T. R. Chadha & Co. LLP,
Chartered Accountants, have confirmed that they are not disqualified from continuing as
Statutory Auditors of the Company. The Standalone and Consolidated Statutory
Auditors’ Report for the financial year ended March 31, 2022 does not contain any
qualification, adverse remark or reservation and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Act.
There were no instances of fraud reported by the Statutory Auditors
during FY 2022 in terms of the Section 134 of the Act read with the Companies (Audit and
Auditors) Rules, 2014.
15. SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in
Practice (FCS no. 5759, C P No. 4997) as the Secretarial Auditors for conducting
Secretarial Audit of your Company for the financial year ended March 31, 2022. The report
of the Secretarial Auditor is attached as Annexure III to this Report in Form MR-3.
The Secretarial Auditors’ Report does not contain any
qualification, reservation or adverse mark and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Act.
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as
notified under Section 118 of the Act.
16. MAINTAINENCE OF COST RECORDS
The Company is not required to maintain cost records pursuant to
Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.
17. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS
Details of loans, guarantees given and investments under the provisions
of Section 186 of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2022, are set out in Note 9 and 57 to the Standalone
Financial Statements of the Company. The Company has not provided any guarantee during the
year under review.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There were no significant or material orders passed by any regulatory
Authority, Court or Tribunal which impact the going concern status and Company’s
operations during the financial year.
19. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were in the ordinary course of the business and on an arm’s length
basis. The Company has not entered into material contracts or arrangements or transactions
with related parties in accordance with Section 188 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations. There were no
materially significant Related Party Transactions made by the Company during the year that
would have required shareholders’ approval under the SEBI Listing Regulations.
The Related Party Transactions are placed before the Audit Committee
for prior approval, as required under applicable law. Only those members of the Audit
Committee who were Independent Directors approved the same. A statement of all Related
Party Transactions is placed before the Audit Committee for its review on a quarterly
basis, specifying the nature and value of the transactions. The Internal Auditors and
Statutory Auditors of the company also confirm compliance of Related Party Transactions at
quarterly Audit Committee meeting(s) of the Company.
The Company has adopted a policy on materiality of Related Party
Transactions. The policy as approved by the Audit Committee and the Board of Directors is
uploaded on the website of the Company www.seamec.in.
The disclosures on Related Party Transactions pursuant to Regulation
34(3) of SEBI Listing Regulations read with Schedule V thereto are set out in Annexure
A of the Standalone and Consolidated financial statements of the Company.
The Form AOC–2 envisages disclosure of material contracts or
arrangements or transactions at arm’s length basis. The details of the material
related party transactions on-going and entered during FY 2022, as per the Policy on
dealing with related parties adopted by the Company and regulatory requirements are
disclosed in Annexure IV to this Report.
20. REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS
AND BUSINESS RESPONSIBILITY
A separate report on Corporate Governance is provided together with the
Certificate from the Practicing Company Secretary confirming compliance of conditions of
Corporate Governance as stipulated under the SEBI Listing Regulations. Pursuant to the
provisions of Regulation 34 read with Schedule V of the SEBI Listing Regulations,
Management Discussion and Analysis Report along with the Business Responsibility Report,
describing the initiatives taken by the Company from environmental, social and governance
perspective are also attached separately, which forms part of this Report.
21. SUBSIDIARY COMPANIES
The Company has three (3) subsidiaries as on March 31, 2022. There are
no associates or joint venture companies within the meaning of Section 2(6) of the Act.
There has been no material change in the nature of the business of the subsidiaries.
SEAMEC INTERNATIONAL FZE is the Wholly Owned Subsidiary (WOS) of your
Company. As per SEBI Listing Regulations, WOS also qualifies as material subsidiary of the
Company. WOS owns two (2) bulk carriers – SEAMEC NIDHI and MARINE FORTUNE, which are
deployed on charter.
MARINE FORTUNE is on bareboat charter with M/s. United Marine Inc. for
period of 4 years since July 23, 2019. As per charter party, the purchase option is
available to the Charterer.
WOS has also incorporated a company by name "SEAMATE SHIPPING
FZC" in Ajman Freezone, U.A.E, in joint venture with Arete Shipping DMCC in the ratio
of 60:40 as its subsidiary company. Seamate Shipping FZC is in turn identified as
Step-Down Subsidiary (SDS) of the Company.
The Company has incorporated a subsidiary by name "Seamec Nirman
Infra Limited" in joint venture with NayaVridhi Infra LLP in the ratio of 65:35. The
subsidiary has commenced its maiden project on sub-contract basis for construction of NATM
tunnel at Vapi, Gujarat. Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of financial statements of the Company’s
subsidiaries in Form No. AOC-1 is attached as Annexure V to this Report. Further,
pursuant to the provisions of Section 136 of the Act, the financial statements of the
Company, consolidated financial statements along with relevant documents and separate
audited financial statements in respect of subsidiaries, are available on the
Company’s website at www.seamec.in.
22. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS
The Company had adequate Internal Financial Controls which is
commensurate to the size and business of the Company and is designed to provide reliable
financial information. It provides reasonable assurance with respect to preparation of
financial statements in compliance with the Acts, Rules and Regulations as applicable
including Indian Accounting Standards and also reliability of financial reporting. The
controls also provide assurance that the expenditures are made in accordance with the
authority given to the management of the Company duly approved by the Directors of the
Company.
These controls are reviewed by the management and key areas are subject
to various statutory, internal and operational audits based on periodic risk assessment.
The findings of the audits are discussed with the management and key findings are
presented before the Audit Committee and Board of Directors for review of actionable
items. The review of the IFC, inter-alia, consists of the three components of
internal controls, viz., Entity level controls, Key financial reporting controls and
Internal controls in operational areas.
In addition, the Internal Auditor monitors and evaluates the efficiency
and adequacy of the internal control system in the Company, its compliance with operating
systems, accounting and procurement procedures and respective policies. Periodical control
report on the same is presented and discussed with the Audit Committee.
Conscious efforts are in place on a continuous basis to ensure that all
the assets are safeguarded and protected against loss from unauthorized use and disposal
and that all transactions are authorized, recorded and financial statements show a true
and fair picture of the state of affairs of the Company. Compliance is in place as regards
to applicable statutory and regulatory requirements.
The internal control systems of the Company are monitored and evaluated
by Internal and Statutory Auditors and reviewed by Management. Internal Auditors of the
Company independently reports key findings on the internal control systems to the Audit
Committee.
23. MARITIME LABOUR CONVENTION (MLC) 2006
Maritime Labour Convention (MLC) 2006 adopted by International Labour
Organization, establishing minimum requirements for almost all aspects of working and
living conditions on board ships has come into force from 20 August, 2013. The Government
of India had ratified and adopted provisions of MLC in 18th October, 2015.
Your Company has implemented the requirement as per MLC 2006 and has
received certification from the flag administration for its vessels.
24. VIGIL MECHANISM
Pursuant to the provisions of the Act and SEBI Listing Regulations, the
Company has in place Whistle Blower Policy to encourage all employees or any other person
dealing with the Company to disclose any wrong doing that may adversely impact the
Company, the Company’s customers, shareholders, employees, investors or the public at
large. This policy, inter-alia, also sets forth
(i) procedures for reporting of questionable auditing accounting,
internal control and unjust enrichment matters
(ii) reporting instances of leak or suspected leak of Unpublished Price
Sensitive Information and
(iii) an investigative process of reported acts of wrong doing and
retaliation from employees, inter-alia, on a confidential and anonymous basis. The
Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. The Vigil Mechanism Policy is placed on the Company’s
website at www.seamec.in.
During the year under review, no complaint has been lodged by any
employee of the Company or reported to Chairman of Audit Committee pursuant to Vigil
Mechanism and Whistle Blower Policy of the Company.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
requirements, inter-alia, of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has
been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary and trainee) are covered under this policy.
During FY 2022, no case of sexual harassment has been reported.
26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as required, inter-alia, under Section 134 of
the Act read with the Companies (Accounts) Rules, 2014 is given in the Annexure VI
forming part of this report.
27. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’) are enclosed as Annexure
VII forming part of this Report.
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this
Report. Further, the Report and the Accounts are being sent to the Members excluding the
aforesaid statement. In terms of Section 136 of the Act, the said statement will be open
for inspection upon request by the Members. Any Member interested in obtaining such
particulars may write to the Company Secretary at contact@seamec.in.
28. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that: a. in the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departures; b. they have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period; c. they have taken proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities; d. they have prepared the annual accounts on a going concern
basis; e. they have laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively; f. they have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively; Based on the framework of
internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial
reporting by the statutory auditors and the reviews performed by management and the
relevant board committees, including the audit committee, the Board is of the opinion that
the Company’s internal financial controls were adequate and effective during FY 2022.
29. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE
OF THIS REPORT
The material changes, in the interim period, have been disclosed in
this Report under respective sections.
30. GREEN INITIATIVE
The Ministry of Corporate Affairs (‘MCA’) has taken a Green
Initiative in Corporate Governance by permitting electronic mode for service of documents
to members after considering relevant provisions of the Information Technology Act, 2000
and Act and Rules made thereunder.
Pursuant to provisions of Act, service of documents to Members can be
made by electronic mode on the email address provided for the purpose of communication. If
a member has not registered an email address, other permitted modes of service would
continue to be applicable.
Your Company sincerely appreciates members who have contributed towards
furtherance of Green Initiative. We further appeal to other Members to contribute towards
furtherance of Green Initiative by opting for electronic communication.
Members who have not provided their email address will continue to
receive communications, dissemination, notice(s), documents etc. via permitted mode of
service of documents. Further, the members who request for physical copies, will be
provided the same.
31. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2022 is available on the Company’s website at
www.seamec.in.
32. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
33. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions for the same during the year
under review:
i. the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March
31, 2022.
ii. the details of difference between the amount of the valuation done
at the time of one-time settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof.
iii. No disclosure is required under Section 62(1)(b) of the Act in
respect of Employee Stock Option Scheme as the provisions of the said section read with
Rule made thereunder are not applicable.
iv. No disclosure is required under Section 67(3)(c) of the Act in
respect of voting rights not exercised directly by the employees of the Company as the
provisions of the said section are not applicable.
34. ACKNOWLDEGEMENT
Your Directors place on record their gratitude to the Government of
India and Company’s Bankers for the assistance, co-operation and encouragement they
extended to the Company. Your Directors also wish to place on record their sincere thanks
and appreciation for the continuing support and unstinting efforts of investors, vendors,
dealers, business associates and employees in ensuring an excellent all around operational
performance.
The Directors regret the loss of lives due to COVID-19 pandemic and are
deeply grateful and have immense respect for every person who risked his life and safety
to fight this pandemic.
|
On behalf of the Board of Directors |
|
Sanjeev Agrawal |
| Place: Mumbai |
Chairman |
| Date: May 30, 2022 |
(DIN: 00282059) |
