SEAMEC Ltd Directors Report.

To

The Members

Your Directors have pleasure in presenting the Thirty Second Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2019.

1. FINANCIAL HIGHLIGHTS

(Figures in र. Million)

Current Year Period ended 31.03.2019

Previous Year Period ended 31.03.2018

Net Sales/Income from Operations

3038

1936

Other Income

266

188

Total Expenditure
a. Employee Benefit Expenses

642

608

b. Operating Expenses

1093

828

c. Other Expenditure

276

168

Earnings before Interest, Depreciation & Tax

1293

518

Interest Expenses

6

8

Depreciation

482

489

Profit / (Loss) before Tax

805

23

Tax Expenses for the year

38

20

Profit /(Loss) after Taxation

767

3

Add: Balance brought forward from previous year

1409

1406

Surplus available for appropriation

2047.14

1409

Transfer to Tonnage Tax Reserve

128

Other Comprehensive Income

1

Retained profit carried forward

2047

1409

Despite setbacks faced earlier, there is a positive room for expectations in 2019. Going by the hypothesis of presumption, the industry is expected to come back to its former glory.

With the demand for oil and gas, there is a need to explore and produce from new oil and gas reservoirs as the existing reservoirs have started to mature or have depleted.

The increasing demand for oil and natural gases will drive the growth of E&P activities in deeper water and ultra deeper locations as well as shallow waters. This will drive the global offshore drilling market which will ultimately result in utilization of resources and assets of offshore industry.

In India, ONGC has remained as a major player with a robust plan in exploration, production activity and development of existing fields to meet energy security. Thus, opportunities cropped up for service providers like your Companys line of business with great assurance for deployment of vessels. But there were competitions resulting reduction in value of project contract which ultimately impacted reduction in Charter rate.

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

During the year under review, on standalone basis the Companys total revenue was र. 3304 million against र. 2124 million in last year. The increase of revenue is attributed due to increase in overall deployment days of some of Companys vessel in comparison to previous year and revenue earned from the Barge Contract. This has been achieved despite one of the Companys vessels went for statutory drydock and the vessel underwent modifications which resulted in decrease in revenue and deployment days. In addition, the bulk carrier had breakdown for an approx. period of 59 days due to technical snag, total unutilised being 65 days.

Income from operations was 3038 million as against र. 1936 million in the previous year, showing an increase of 57%. Similarly, there is an increase in other income from र. 188 million to र. 266 million, primarily due to cash surplus, complemented by reduction in interest rate and provisions written back due to recovery of outstanding from one of the debtors.

Against a profit of र. 3 million of previous year, your Company earned a profit of र. 767 million during year under review. On a consolidated basis, total revenue was र. 3434 million compared to र. 2134 million of previous year. Your Company earned a profit after tax of र. 819 million against a profit of र. 10 million in the previous year. During the year under review, Companys cash profit was र. 1311 million.

Cash & Bank Balance at the beginning of financial year was र. 422 million. The balance at the end of the year was र. 487 million, an increase of about 15% over last year.

The Companys struggle for recovery of outstanding for about र. 1135 million from SWIBER in the ONGC project continues. The utility vessel "REVELATION" owned by the Company was scrapped during the year under review.

The Company has bagged ONGC tender for deployment of Barge for two working seasons which is being executed in consortium with KREUZ SUBSEA PTE LTS effective from November 03, 2018.

From the Assessment year 2005-06 (relevant accounting year 2004-05), your Company has come under Tonnage tax regime available for shipping Companies under chapter XII – G of Income Tax Act, 1961. Tonnage Tax scheme available initially upto 31.03.2015 has been extended for a further period of 10 years till AY 2024-25. For the year under review, the Company has transferred an amount of र. 128 million to Tonnage Tax Reserve created u/s 115V of Income Tax Act, 1961.

2. OPERATIONS

Two of Companys vessels are under long term charter with ONGC during the year under review. One of them was in statutory drydock for about 89 days. One of the Companys vessels secured one year contract with ONGC for the IMR job. After completion of required modifications to meet contractual requirements, she was deployed with ONGC in December 2018. The bulk carrier "SEAMEC GALLANT" had experienced an unfortunate technical snag in mid sea in Mexico in end of August, 2018, resulting off-hire for about 59 days. Out of 1520 days of deployment including Barge, domestic operations registered 1220 days and overseas operations of 300 days.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Messers Mahesh Prasad Mehrotra and Amarjit Singh Soni, Independent Directors resigned from the Board of Directors of the Company with effect from March 12, 2019 and March 31, 2019 respectively.

Your Directors place on record its appreciation of the valuable services rendered by Messers Mahesh Prasad Mehrotra and Amarjit Singh Soni during their tenure as Directors of the Company.

Mr. Surinder Singh Kohli was appointed as Independent Director of the Company for a period of 5 consecutive years from 11th August, 2014 and his term of office as Independent Director will cease on 10th August, 2019. Mr. Kohli by Qualification BSc (Mechanical Engineer), Diploma in Industrial Finance, CAIIB He was former Chairman and Managing Director of Punjab & Sind Bank, Punjab National Bank and Indian Infrastructure Finance Company Limited. Mr. Kohli has a credential of highly successful professional. The Board of Directors on the recommendation of Nomination & Remuneration Committee have recommended the re-appointment of Mr. Kohli as an Independent Director for a further period of 5 consecutive years from 11th August, 2019 as the Board felt that Mr. Kohlis further continuation would be of great benefit to the Company.

Mr. Kohli fulfills all criteria specified in Companies Act, 2013 and rules thereon and also all requirements of SEBI Listing Regulations making him eligible to be appointed as Independent Director of the Company. Mr. Kohli does not hold any shares in your Company. Additional information about Mr. Kohli, his directorship and Committee membership in other Companies has been stated in the explanatory statement to the special resolution seeking his re-appointment in the Notice of the ensuing Annual General Meeting.

Mr. Deepak Shetty, IRS (Retd.) (DIN: 07089315) has been inducted into the Board of Directors of the Company on 15th May, 2019 as an Additional Director to hold the office of Independent Director.

Mr. Deepak Shetty, aged about 62 years is a 1980 batch of Officer of Indian Revenue Service (Customs & Central Excise) Cadre. Mr. Shetty rose to the highest echelons of in the Cadre to the rank of Secretary to the Government of India.

Mr. Shettys illustrious career over 36 years has been in various fields viz; Civil Aviation and Textile Industry, Customs, Central Excise and Service Tax, Indirect Tax administrations, Administrative reform, personal and finance Management and Merchant Shipping.

Mr. Shetty also held coveted post as Director General of Shipping and Secretary to Government of India, Mumbai.

In course of his civil service career he had exposure and experience relating to United Nations (UN), World Trade Organisations (WTO), World Customs Organisation (WCO), International Maritime Organisation (IMO), International Labour Organisation (ILD) and other allied Global entities of the UN System. In addition, Mr. Shetty, during his civil service career had extensively dealt with various trade bodies at the International, Regional, National levels such as International Chamber of Shipping, BIMCO, International Group of P&I Clubs, FICCI, ASSOCHAM, CII, INSA.

Presently Mr. Shetty is on the Board of following Companies:

1. Shreyas Shipping and Logistics Limited

2. Flemingo Travel Retail Limited

3. Container Corporation of India Limited

The consent from Mr. Shetty along with other relevant disclosures and declarations required under Companies Act 2013 and rules thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 to act as an Independent Director of the Company has been received.

The Company is expected to be immensely benefited on the induction of Mr. Shetty on the Board of Directors of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors recommend to shareholders for approval in the ensuing Annual General Meeting, the appointment of Messers Surinder Singh Kohli and Deepak Shetty as Independent Directors of the Company for a period of 5 consecutive years.

The terms and conditions of appointment of Messers Surinder Singh Kohli and Deepak Shetty has been posted on the companys website at www.seamec.in.

The Independent Directors have confirmed and declared to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereunder. Board is also of the opinion that the Independent Directors fulfill all the conditions specified in Companies Act, 2013 making them eligible to act as Independent Directors. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Messers Naveen Mohta, Whole Time Director and Subrat Das, Director of the Company, retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Independent Directors of the Company had a separate meeting on 27th March, 2019 to conduct an evaluation on the performance of individual directors, the Board and its committees and assess the quality, quantity and timelines of flow of information from the Company Management to the Directors.

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

The results were satisfying. The knowledge, experience and advice shared by Independent Directors from time to time have ensured governance and good conduct, risk mitigation and strategic business decision for the growth of the Company. The Board evaluation concluded that the Board continues to operate effectively, encourage healthy and open debate and is well supported by timely information flow.

The brief details of all members of Board are annexed to this report.

The following persons are the Key Managerial Personnel of the Company.

1. Mr. Naveen Mohta – Whole Time Director

2. Mr. Virendra Kumar Gupta – President & Chief Financial Officer

3. Mr. S. N. Mohanty – President – Corporate Affairs, Legal & Company Secretary

Remuneration and other details of Key Managerial Personnel for the year ended 31st March, 2019 are stated in the extract of the Annual Return. Placed on the website of the Company at www.seamec.in

4. RECONSTITUTION OF COMMITTEES:

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

AUDIT COMMITTEE
Mr. Deepak Shetty Chairman
Mr. Surinder Singh Kohli Member
Ms. Seema Modi Member
Mr. Subrat Das Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Surinder Singh Kohli Chairman
Mr. Sanjeev Agarwal Member
Ms. Seema Modi Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Mr. Sanjeev Agrawal Chairman
Ms. Seema Modi Member
Mr. Deepak Shetty Member

 

RISK MANAGEMENT COMMITTEE
Ms. Seema Modi Chairperson
Mr. Sanjeev Agrawal Member
Mr. Surinder Singh Kohli Member
Mr. Deepak Shetty Member
Mr. Naveen Mohta Member
Mr. Virendra Kumar Gupta Member
Mr. S. N. Mohanty Member

5. EXTRACT OF ANNUAL RETURN

The extract of annual return for the financial year 2018-19 will be hosted on the website of the Company at www.seamec.in

6. AUDITORS AND AUDIT REPORT

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

As per amendment of Companies Act, 2013, read with Notification no. G.S.R. 432(E) dated 7th May, 2018 of Ministry of Corporate Affairs, the ratification of appointment of Auditors in every Annual General meeting during term of five years have been dispensed with.

M/s. T. R. Chadha & Co. LLP, Chartered Accountants have submitted their Independent Auditors Report on the financial statements of the Company for the year ended on 31st March, 2019 and they have made no qualification or adverse remark or disclaimer in their report. Auditors have confirmed that they comply with all requirements and criteria to continue to act as Auditors of the Company. No fraud has been reported by Auditors under Section 143 (12) of the Companies Act, 2013.

In accordance with Section 148 of the Companies Act, 2013, the provisions relating to maintenance of Cost Records and Cost Audit are not applicable to the Company during the year under review.

7. AUDIT COMMITTEE

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

The composition of the Audit Committee, interalia, comprised of Independent Directors viz., Messers Mahesh Prasad Mehrotra, Amarjit Singh Soni, Surinder Singh Kohli and Ms. Seema Modi. Consequent upon resignation of Messers Mahesh Prasad Mehrotra and Amarjit Singh Soni from the Board of Directors of the Company, the Audit Committee has been reconstituted on induction of Mr. Deepak Shetty, meeting the regulatory requirements.

The Company has established a vigil mechanism to oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. The details of establishment of vigil mechanism are hosted on the website of the Company at www.seamec.in.

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

8. STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee to consider and resolve the grievances of security holders of the company.

The Committee comprises of the following Directors as its Members:

a. Ms. Seema Modi Chairperson
b. Mr. Sanjeev Agrawal Member
c. Mr. Naveen Mohta Member

9. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee pursuant to the provisions of the Companies Act, 2013. The Committee framed Corporate Social Responsibility Policy which was approved by Board on 11th August 2014. The Policy is available on Companys Website at www.seamec.in.

The Company has commenced implementation of Policy and areas of activities have been pursued pursuant to provisions of the Companies Act, 2013. Annual Report on CSR activities in the prescribed format and salient features of the policy is attached and forms part of this report. (Annexure A).

10. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee (NRC) is in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and comprises of Independent Directors meeting the regulatory requirements.

The Nomination and Remuneration Committee have formulated a policy as prescribed under the Act which interalia includes criteria for determining qualification, positive attributes and independence of a director and recommended to the Board for adoption of the Policy. The Policy also covers recommendation to the Board on the remuneration, commission to the Board of Directors, Key Managerial Personnel and senior management personnel. The Nomination and Remuneration Policy is also available on Companys website www.seamec.in (web-link: http://seamec.in/attachments/Nomination%20 and%20Remuneration%20Policy.pdf)

11. PUBLIC DEPOSITS

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

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

13. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, read with Regulation 24(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Satyajit Mishra & Co, Company Secretaries in Whole-time Practice (FCS no. 5759, C P No. 4997), was appointed to conduct Secretarial Audit for the year ended 31st March, 2019. M/s Satyajit Mishra & Co, Practicing Company Secretaries has submitted Report on the Secretarial Audit along with Secretarial Compliance Report attached as "Annexure B" and "Annexure C" respectively and forms part of Directors Report. Your Directors state that the applicable secretarial standards pursuant to section 118 of the Companies Act, 2013 as prescribed by the Institute of Company Secretaries of India have been complied for the financial year 2018-19.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

The Companys appeal against Commissioner of Customs order dated 28th March, 2013 imposing fine, penalty, confiscation of vessels amounting to र. 115 Crore plus interest was disposed off by Honble Customs, Excise & Service Tax Appellate Tribunal (CESTAT) vide order dated 6th December, 2017. The order allowed appeal in part. Being aggrieved, the Company had filed an application for Rectification of Mistake (ROM) before the designated Bench of CESTAT. CESTAT vide order dated 27th February, 2018 has allowed the rectification, remanded the matter and set aside the duty, penalties and confiscation of vessels. The customs authorities preferred an appeal before Honble High Court of Mumbai. The appeal has been admitted to be heard on merit without granting stay.

15. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of Listing Regulations. All such policies have been hosted on the Companys website at www.seamec.in for the information of the stakeholders.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Securities of Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulation 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees of the Board, which covers various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, responsibilities, obligations and governance.

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

17. FAMILIARISATION PROGRAMME TO INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the business and operating scenario, the socioeconomic environment in which the Company operates, business model, operational and financial performance of the Company, Market dynamics and changes so as to enable them to take appropriate decision in a timely manner. The familiarization programme also seeks to update the Directors on their roles, responsibilities, rights and duties under the provision of law and other statues. All the Independent Directors have been familiarized with the programme conducted by the Company. The same is available on Companys Website at www.seamec.in (http://seamec.in/attachments/ FAMILIARISATION-ID.pdf)

18. RELATED PARTY TRANSACTIONS

Your company has formulated a policy on Related Party Transactions which is available on Companys Website www.seamec.in.

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

The particulars as required under the Companies Act, 2013 has been provided in Annexure D (Form No. AOC-2) to this Report.

19. CORPORATE GOVERNANCE

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

Your Directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and Exchange Board of India (SEBI) codified as Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Corporate Governance Report as well as the Corporate Governance compliance certificate issued by the Secretarial Auditors and Management Discussion and Analysis Report form part of Directors Report and are annexed separately.

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 4 Board meetings during the financial year under review. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

21. INVESTOR SERVICES

As the members are aware, your companys shares are tradeable compulsorily in electronic form with effect from 24th August, 2000 and your company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Companys shares on either of the Depositories as aforesaid.

22. DEMERGER OF EPC & VESSEL DIVISION OF HAL OFFSHORE LIMITED WITH SEAMEC LIMITED

The Company after compliance of regulatory formalities filed an application before the Honble National Company Law Tribunal (NCLT) for approval of scheme of demerger of EPC and vessel division of HAL Offshore Limited with your Company. However, the Board of Directors of the Company subsequently reviewed the status of aforesaid demerger and felt that the intended synergies on which demerger was planned has been diluted significantly and in this context it would not be prudent to process the demerger in the interest of Seamec and its minority shareholders.

Accordingly, an application was made to Honble NCLT, which vide order dated 7th February, 2019 considered Companys application for withdrawal. The scheme of demerger as proposed earlier now stands cancelled and withdrawn.

23. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE, Dubai, UAE is a Wholly Owned Subsidiary (WOS) of your Company. As per the regulatory provision, the consolidated financial statement of your Company for the financial year ended on 31st March 2019 duly audited by Statutory Auditors is attached and forms part of the financial statement. The Annual Accounts of the Wholly Owned Subsidiary and the related detailed information shall be made available to the shareholders on request at any point of time. During the year under review your wholly owned subsidiary purchased a bulk carrier named "GOOD HOPE" which was partially financed by Bank of Baroda, Sharjah amounting to USD 7.2 million. Your Company has provided Corporate Guarantee to Bank of Baroda, Sharjah as security for the loan. The vessel on acquisition was secured under Bareboat Charter for a period of 7 years.

A statement containing salient features of the subsidiary in the prescribed format of (Form AOC-1) is annexed and marked as "Annexure E".

24. HUMAN RESOURCES

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

The working climate of your Company continues to remain harmonious with focus on improving Productivity, Quality and Safety. Health and Safety of the employees and our associates we work with remains as our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. The Company has 44 employees as on March 31, 2019.

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

25. INTERNAL FINANCIAL CONTROLS

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

In addition, the internal audit functions, monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Periodical reports on the same are also presented to the Audit Committee.

Conscious efforts are in place on a continuous basis to ensure that all its 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 statutory and regulatory requirements.

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

26. 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.

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.

27. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Pursuant to the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, your Company has adopted a policy which has come into force with effect from 13th February, 2015.

No complaints of Sexual Harassment of women at work place has been reported or received during the year under review.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure F" and is attached to this report.

29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the requirement of Regulation 21 of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk and also identify business opportunities.

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

Oversight of risk management performed by the executive management;

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

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

Defining framework for identification, assessment, monitoring, mitigation and reporting of risk.

Risk identification assessment and mitigation measures are reported to Board periodically.

30. MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment, affecting the financial performance of the company which occurred between the end of the financial year of the company to which the financial statements relate and the date of this Report.

31. PARTICULARS OF EMPLOYEES

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

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors state that: a. In the preparation of Annual Accounts, for the financial year ended 31st March, 2019. The applicable accounting standards have been followed along with proper explanations relating to material departure. 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 financial year and the Profit and Loss 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. They have prepared the annual accounts for the financial year ended 31st March, 2019 on a going concern basis. e. They have laid down proper internal financial controls to be followed by the Company and that such financial controls were adequate and were operating effectively. f. They have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

33. OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

In accordance with the provisions of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formed policy for determination of materiality for disclosures of events or information. The same has been hosted on the website of the Company at the www.seamec.in Further the Company has also formed (i) Policy for preservation of Documents and (ii) Archival policy for disclosures hosted in the website.

34. APPRECIATION

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

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

Your Directors thank the valued shareholders, customers, suppliers, Banks, Registrar and Share Transfer Agent and Government Authorities for their continuous support to the Company.

For and on behalf of the Board of Directors

Place: New Delhi

Sanjeev Agrawal

Date: 15th May, 2019

Chairman