Home  »  Company  »  Seamec Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Seamec Ltd.

Mar 31, 2017

To

The Members

Your Directors have pleasure in presenting the Thirtieth Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2017.

1. SIGNIFICANT EVENTS - ACQUISITION OF SHIP

Your Company has acquired a bulk carrier on 29th March, 2017 at Panama, USA. The vessel was built in 2011 at Jiangmen Nanyang Ship Engineering Company Ltd., China, having Gross Tonnage of 20,969 MT and Net Tonnage of 11,803 MT. The vessel was flagged with Marshall Island, which was converted to Indian Flag after acquisition and renamed as "SEAMEC GALLANT".

The cost of ship is US $ 9.25 million. Post acquisition, the vessel has secured a three year Charter commencing on 3rd April, 2017.

Functionally, the new acquisition is a diversification from Company''s traditional line of business. Considering the slowdown in existing line of business, the Management has taken a conscious decision on this diversification which is aimed at mitigating the risk to a great extent. The acquisition has been made from the Company''s internal accumulated resources and resulted utilization of Tonnage Tax Reserve created under the regulatory provision to continue under Tonnage Tax Regime.

2. FINANCIAL HIGHLIGHTS

(Figures in '' Million)

Current Year

Previous Year

ended 31.03.2017

ended 31.03.2016

Net Sales/Income from Operations

2076

3279

Other Income

176

230

Total Expenditure

a. Consumables & Spares

330

575

b. Staff Costs (including offshore staff)

632

799

c. Other Expenditure

2253

1543

Earnings before Interest, Depreciation & Tax

(963)

592

Interest Expenses

12

3

Depreciation

480

474

Profit / (Loss) before Tax

(1455)

115

Tax Expenses for the year

41

57

Profit /(Loss) after Taxation

(1496)

58

Add: Balance brought forward from previous year

2902

2892

Surplus available for appropriation

1406

2950

Ind AS Adjustment

(50)

OCI

(1)

Transfer to Tonnage Tax Reserve

-

-

Retained profit carried forward

1406

2902

The global economic outlook continues to be in a state of uncertainty. The economies of Asia, South East Asia and Middle East are struggling to push the momentum of growth. The changes in political front in Europe and US are expected to rebalance the sectoral economy. Continued low price of crude oil has influenced the decision of the oil majors tightening capex, a ramification in global growth and global finance market.

India''s economy witnessed a gained steam during first half of the year. The positive impulse, however, was absent during the second half. This was due to some bold economic measures undertaken by Government, but the effect was expected to be transient. The major policy reforms viz GST, Banking, Insolvency Code, relaxed FDI rate and focus on Speedy Infrastructure in a great way will move forward Indian Economy resulting in a GDP Growth of about 8%. To this extent, the performance of Indian Economy is creditably compared to most developed global market, showing macroeconomic stability. However, no significant impact on the Company''s line of business is expected.

Your Company continues to focus on engagement of your vessels under the stressed business environment.

During the year under review, the Company''s total revenue was '' 2252 million against '' 3509 million in last year. The reduction in overall revenue was primarily due to under employment of sizable section of your fleets during monsoon in India which extended to post monsoon period also. Additionally, a sharp fall in Charter rate remained as a crucial factor and at the same time the opportunities in Middle East, South East Asia etc. were conspicuous by their absence Income from operations was '' 2076 million as against '' 3279 million in the previous year, showing a significant drop of 37%. In addition, there was a decline in other income from '' 230 million to '' 176 million, primarily due to reduction in cash surplus, complemented by reduction in interest rate.

Against a profit of Rs, 59 million of previous year, your Company suffered a loss of Rs, 1496 million during year under review. The primary reason attributed to the above loss was provision made for doubtful debts against the receivables from major debtors including Swiber to the extent of Rs, 1385 million.

On a consolidated basis, total revenue was Rs, 2265 million compared to Rs, 3521 million of previous year. The consolidated loss arrived at Rs, 1503 million for the year ended 31st March, 2017 compared to profit earned Rs, 97 million of previous year.

Cash Balance at the beginning of financial year was Rs, 1030 million. The balance at the end of the year was Rs, 404 million, a decrease of 61% over last year. This was due to utilization of funds in purchase of Ship during the year under review.

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 up to 31.03.2015 has been extended for a further period of 10 years till AY 2024-25. For the year under review, due to absence of profit no Tonnage Tax Reserve was created u/s 115V of Income Tax Act, 1961.

3. OPERATIONS OFFSHORE

Two of Company''s vessels are under long term charter with ONGC. The remaining three vessels were under deployed due to non-facilitation of Contracts. Out of the 970 days of deployment, domestic operations registered 770 days and overseas operation was for 200 days only.

4. DIVIDEND

In view of absence in profit, the Board of Directors decided not to recommend Dividend.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Jagdish Persad Suri, Nominee Director, ceased to be Director of the Company with effect from May 18, 2016 upon withdrawal of his nomination by HAL Offshore Limited, the Promoter of the Company.

Captain C.J. Rodricks, resigned as Managing Director of the Company with effect from close of business hours on 31st March, 2017.

Your Directors place on record its appreciation of the valuable services rendered by Mr. Jagdish Prasad Suri and Captain C.J. Rodricks during their tenure as Director and Managing Director of the Company respectively.

Mr. Mahesh Prasad Mehrotra, DIN: 00016768 was appointed as Additional Director (Independent) on 8th December, 2016.

The Members'' approval for appointment of Mr. Mahesh Prasad Mehrotra as Independent Director for a period of 5 years is being sought in the ensuing Annual General Meeting of the Company.

The Independent Directors have submitted their disclosures 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 there under.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjeev Agrawal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

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. Captain C. J. Rodricks* - Managing Director

2. Virendra Kumar Gupta - President & Chief Financial Officer

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

* Till 31st March, 2017

Remuneration and other details of Key Managerial Personnel for the year ended 31st March, 2017 are stated in the extract of the Annual Return.

6. EXTRACT OF ANNUAL RETURN

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

7. AUDITORS AND AUDIT REPORT

As per the provisions of Section 139 of the Companies Act, 2013, the term of office of M/s. S R B C & C O LLP Chartered Accountants, the Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company.

The Board of Directors places on record its appreciation for the services rendered by M/s. S R B C & C O LLP Chartered Accountants as the Statutory Auditors of the Company.

On the recommendation of the Audit Committee, subject to the approval of the members, the Board of Directors have decided to recommend Messers T R Chadha & Co. LLP - Chartered Accountants, to be appointed as the Auditors of the Company for the next five years.

As required under the provisions of Section 139(1) of the Act, the Company has received written consent from M/s T R Chadha & Co. LLP - Chartered Accountants, informing that their appointment, if made would be in accordance with the provisions of the Act, read with Rule 4 (2) of the Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria provided in Section 141 of the Act.

Members attention is drawn to a resolution proposing the appointment of M/s T R Chadha & Co. LLP - Chartered Accountants as Statutory Auditors of the Company which is included in item no. 3 of the Notice convening the Annual General Meeting.

The observations in the Auditors'' Report by M/s. S R B C & C O LLP Chartered Accountants have been dealt with in the relevant Notes to Accounts, which are self-explanatory.

8. AUDIT COMMITTEE

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

The present composition of Audit Committee consists of the following members:

Mr. Mahesh Prasad Mehrotra*

Mr. Amarjit Singh Soni Mr. Surinder Singh Kohli Ms. Seema Modi

*Appointed as Chairman of the Committee in Board Meeting held on 8th December, 2016

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

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.

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

9. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been re-constituted with the following Directors as its Members:

a. Ms. Seema Modi

b. Mr. Sanjeev Agrawal

10. 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 Responsibility Policy which was approved by Board on 11th August 2014. The Policy is available on Company''s Website www.seamec.in.

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

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

11. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 framed there under, every listed company and prescribed class of companies, shall constitute a Nomination and Remuneration Committee (NRC) of the Board consisting of 3 or more non-executive directors out of which not less than ^ shall be independent director.

The present composition of NRC is in compliance with the above regulations and comprises of the following members:

Mr. Surinder Singh Kohli Mr. Amarjit Singh Soni Ms. Seema Modi

The above composition of the Nomination and Remuneration Committee, interalia, consists of independent Directors who forms the majority.

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 to the Board of Independent Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is also available on Company''s website www.seamec.in (web-link: http://seamec.in/attachments/Nomination%20and%20 Remuneration%20Policy.pdf) and the said policy is annexed hereto and marked as Annexure I.

12. PUBLIC DEPOSITS

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

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

14. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, 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, 2017. M/s Satyajit Mishra & Co, Practicing Company Secretaries has submitted Report on the Secretarial Audit which is attached as "Annexure C" and forms a part of this report. There are no Qualifications or observations or remarks made by the Secretarial Auditor in the Report.

15. COMPANY’S 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.

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) Regulations, 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 Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

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

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARISATION PROGRAMME TO INDEPENDENT DIRECTORS

The familiarisation programme aims to provide Independent Directors with the business and operating scenario, the socio economic 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 familiarised with the programme conducted by the Company. The same is available in Company''s Website 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 Company''s 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 Company''s Website www.seamec.in (weblink:www.seamec.in/attachments/Material%20Subsidiary%20Policy.pdf).

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and details of the Related Party Transactions are annexed hereto and marked as (Annexure D).

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) Regulations, 2015. Corporate Governance Report as well as the Corporate Governance compliance certificate issued by Secretarial Auditors are set out in separate Annexures to this report marked as (Annexure F). Management Discussion Analysis Report forms a part of Directors Report and marked as (Annexure G).

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 company''s shares are trade able 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 Company''s shares on either of the Depositories as aforesaid.

22. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE, Dubai, UAE is the Wholly Owned Subsidiary (WOS) of your Company, which, at present, is not a material subsidiary. As per the regulatory provision, the consolidated financial statement of your Company and its wholly owned subsidiary for the financial Year ended on 31st March 2017 duly audited by Statutory Auditors is attached to the annual report of the Company. 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 did not have any operational activities.

23. HUMAN RESOURCES

Your Company believes that competence and commitment of the people are the principal driver of competitive advantage that enable the enterprise to create and deliver value.

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

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.

The continuous training courses give employees the opportunity to improve their skill leading to consistent improvements in learning and development and adhering to SEAMEC value. Health and Safety of the employees and our associates we work with remains our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. Employees are regularly made aware of hazards/risks associated with their jobs and appropriate training is imparted to them to improve their skills. Periodic safety audit are undertaken to confirm the proper functioning of system and procedures.

24. 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 controls system of the Company are monitored and evaluated by Auditors and reviewed by Management and Audit Committee of the Board of Directors. Auditor''s observations in confirmation to policy in force has also been received.

25. 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 issued compliance of specific requirements in early February, 2013 related to conditions of employment, hours of work and rest, accommodation, recreation facilities, food and catering, health, medical care, welfare and social security.

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

26. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Pursuant to the provisions of Sexual Harassment of women at work place (Prosecution, 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 received during the financial year under report.

27. 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 E" and is attached to this report.

28. 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 as also identify business opportunities.

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

- 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 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.

29. 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 H.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

b. Directors 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. Directors had 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. Directors had prepared the annual accounts on a going concern basis.

e. Directors to have proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

31. 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 www.seamec.in

Further the Company has also formed (i) Policy for preservation of Documents (ii) Archival policy for disclosures hosted in the website.

32. 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 efforts for making satisfactory performance possible.

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

For and on behalf of the Board of Directors

Place: Mumbai Sanjeev Agrawal

Date: May 30, 2017 Chairman


Mar 31, 2016

To

The Members

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2016.

1. SIGNIFICANT EVENT

BUY BACK OF SHARES - CHANGE IN PAID UP EQUITY SHARE CAPITAL

The Board of Directors of the Company in its meeting held on 27th May, 2015 approved buy back of equity shares of the Company not exceeding 25% of the equity share capital of the Company of face value of Rs.10/- each at a price of Rs. 125/per equity share through ''Tender Offer'' route as prescribed under the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 on a proportionate basis subject to the approval of Shareholders by way of special resolutions through Postal Ballot and other regulatory compliances required under law including provisions of the Companies Act, 2013.

After obtaining the necessary approval from the shareholders and upon compliance of all regulatory requirements, the Company commenced buy back offer from 2nd November, 2015 for buy back of 84,75,000 equity shares of Rs. 10 each fully paid up at a price of Rs. 125/- per share from the Company''s shareholders. The buyback concluded on 27th November, 2015.

Consequent upon completion of Buy Back of equity shares, changes in paid up equity share capital of the Company stands as under:

Particulars

No of Equity Shares

Amount (Rs.)

Issued and paid up equity share capital before Buy Back

3,39,00,000

33,90,00,000

Issued and paid up equity share capital after Buy Back

2,54,25,000

25,42,50,000

Change in promoters holding from 2,54,25,000 shares (75%) to 1,85,27,475 shares (72.87%)

2. FINANCIAL HIGHLIGHTS

(Figures in Rs. Million)

Current Year Period ended 31.03.2016

Previous Year Period ended 31.03.2015

Net Sales/Income from Operations

3279

3497

Other Income

210

361

Total Expenditure

a. Consumables & Spares

575

385

b. Staff Costs (including offshore staff)

797

846

c. Other Expenditure

1551

1658

Earnings before Depreciation & Tax

566

969

Interest Expenses

3

1

Depreciation

471

368

Profit / (Loss) before Tax

92

600

Tax Expenses for the year

53

60

Profit /(Loss) after Taxation

39

540

Add: Balance brought forward from previous year

2860

2447

Surplus available for appropriation

2899

2987

Dividend for FY@ Rs. 1.00 (including DDT)

-

41

Transfer to Tonnage Tax Reserve

-

86

Retained profit carried forward

2899

2860

There has been no respite from the global economic downturn. Your Company''s line of business reeled under heavy stress. The scope for deployment of your Company''s vessels dropped significantly in Middle East, South East Asia and other parts of the World, hitherto being remained as a potential source.

In comparison, the Indian Economy has certainly performed creditably compared to most developed market of the globe, showing a positive year of Macro Economic Stability. The economy has made progress, but yet to show proportionate impact on your Company''s line of business.

India, however, remained as the destination for engagement of your vessels under limited opportunities.

Your Company focused on active engagement of your vessels in projects, a change in business approach. This has resulted engagement of your vessels post monsoon during the year under review.

During the year under review, the Company''s total revenue was Rs. 3489 million against Rs. 3858 million in last year. The reduction in overall revenue was primarily due to under employment of sizable section of your fleets during monsoon in India and at the same time absence of opportunities in Middle East, South East Asia etc. Income from operations was Rs. 3279 million as against Rs. 3497 million in the previous year, showing a drop of 6%. In addition, there was a decline in other income from Rs. 361 million to Rs. 210 million, primarily due to buy back of shares causing reduction of cash surplus.

On a consolidated basis, total revenue was Rs. 3501 million compared to Rs. 4542 million of previous year. The consolidated profit arrived at '' 88 million for the year ended 31st March, 2016 compared to Rs. 1280 million of previous year.

Cash Balance at the beginning of financial year was '' 2002 million. The balance at the end of the year was Rs. 876 million, a decrease of 56% over last year.

YEARWISE REVENUE

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 up to 31.03.2015 has been extended for a further period of 10 years till AY 2024-25. For the year under review, due to absence of profit no Tonnage Tax Reserve was created u/s 115V of Income Tax Act, 1961.

3. OPERATIONS OFFSHORE

One of Company''s vessels is under long term charter with Oil & Natural Gas Corporation Ltd. (ONGC). The Company''s strategy of involvement in projects have ensured two other vessels engagement on a continuous basis on different projects in India for ONGC post monsoon. Balance vessels were non utilized due to non-facilitation of Contracts. Out of the 1068 days of deployment, domestic operations registered 880 days and overseas operation was for 188 days only,

4. DIVIDEND

In view of drop in profit, the Board of Directors decided to retain the surplus for future growth and decided not to recommend Dividend.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is a subsidiary of HAL Offshore Limited.

During the year under review, Mr. Manu Chadha, Independent Director of the Company, had resigned from the Board on 17th August, 2015. Mr. Jagdish Persad Suri, Nominee Director of the Company, resigned from the Board on 18th May, 2016.

Your Directors place on record its appreciation of the valuable services rendered by Messers Manu Chadha and Jagdish Persad Suri during their tenure as Directors of the Company.

The Independent Directors have submitted their disclosures 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.

In accordance to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjeev Agrawal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

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. Captain C. J. Rodricks - Managing Director

2. Virendra Kumar Gupta - President & Chief Financial Officer

3. S. N. Mohanty - President (Corporate Affairs, Operations & Company Secretary)

Remuneration and other details of Key Managerial Personnel for the year ended 31st March, 2016 are stated in the extract of the Annual Return. Annexure ''A'' and in Annexure - ''I''.

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as “Annexure A”

7. AUDITORS AND AUDIT REPORT

M/s. S R B C & C O LLP Chartered Accountants, the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per section 139 of the Companies Act, 2013 (Act).

As required under the provisions of Section 139(1) of the Act, the Company has received written consent from M/s S R B C & CO LLP, Chartered Accountants, informing that their appointment, if made, would be in accordance with the provisions of the Act, read with Rule 4 (2) of the Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria provided in Section 141 of the Act.

The observations in the Auditors'' Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory.

The auditors in the report to the members have given qualified opinion. The qualified opinion and the management response in respect to the above are as below:

Qualified Opinion of Auditors

Trade receivables includes Rs. 1 74.78 million (net of provisions for doubtful debts of Rs. 52.26 million) receivable from a Charterer. As explained in note 30(b) through the accounts this amount is withheld by the Charterer unable a settlement involving the Company is reached in this regard. Since the amount is subject to settlement and consequential adjustment, if any, Auditors are unable to comment on the recoverability of the same including consequential adjustment that may be required to be made to this financial results

Management Response

In the past, the Company had chartered the vessel together with certain services, for which an amount of Rs. 2,238.38 lacs was receivable from the Charterer. While on Charter, damage allegedly resulted to a subsea property of a third Party, and such damage was sought to be attributed to the Company and Charterer withheld payment. The Company has initiated legal action against the Charterer, and is also in discussions with it and other parties involved to reach a settlement. On the basis of information available with the Company, management believes that the provision of Rs. 522.63 lacs made against the receivable of Rs. 2,238.38 lacs is adequate. Refer note 6 to the financial result for the quarter and year ended March, 31, 2016 and note 30(b) to the annual financial statements.

8. AUDIT COMMITTEE

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

The present composition of Audit Committee consists of the following members:

Mr. Amarjit Singh Soni

Mr. Surinder Singh Kohli

Ms. Seema Modi

The above composition of the Audit Committee, interalia, consists of Messers Amarjit Singh Soni, Surinder Singh Kohli and Ms. Seema Modi, Independent Directors.

The Company has established a vigil mechanism to over see 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,

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

9. STAKEHOLDERS RELATIONSHIP COMMITTEE

The reconstituted Committee comprises of the following Directors as its Members:

a. Ms. Seema Modi

b. Captain C. J. Rodricks

10. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

11. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 framed there under, every listed company and prescribed class of companies, shall constitute a Nomination and Remuneration Committee (NRC) of the Board consisting of 3 or more non-executive directors out of which not less than ^ shall be independent director.

The present composition of NRC is in compliance with the above regulations and comprises of the following members:

Mr. Surinder Singh Kohli

Mr. Amarjit Singh Soni

Ms. Seema Modi

The above composition of the Nomination and Remuneration Committee, interalia, consists of Messers Surinder Singh Kohli, Amarjit Singh Soni, and Ms. Seema Modi, all Independent Directors.

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 to the Board of Independent Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is also available in Company''s website www.seamec.in (weblink: www.seamec.in/attachments/Nomination %20and%20 Remuneration%20Policy.pdf) and the said policy is annexed hereto and marked as Annexure J.

12. PUBLIC DEPOSITS:

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

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

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

The Company filed a suit against an overseas debtor before esteemed Abu Dhabi court of First Instance, which was dismissed during the year under review. The Company has, however, under the process a suitable alternate re-course for realization of debt.

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, 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, 2016. M/s Satyajit Mishra & Co, Practicing Company Secretaries has submitted Report on the Secretarial Audit which is attached as “Annexure C” and forms a part of this report. There are no Qualifications or observations or remarks made by the Secretarial Auditor in the Report.

16. COMPANY’S 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 Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1 7. 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 Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

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

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

18. FAMILIARISATION PROGRAMME TO INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the business and operating scenario, the socio economic 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 the 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.

19. RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on Related Party Transactions, which is available on Company''s Website www.seamec.in. One related party transaction that was entered into earlier also continued during the financial year. The said transaction was on an arm''s length basis and was in the ordinary course of business.

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

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

20. 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) Regulations, 2015, with Stock Exchanges. Corporate Governance Report as well as Corporate Governance compliance certificate by Secretarial Auditors is set out in separate Annexures to this report marked as (Annexure F). Management Discussion Analysis Report forms a part of Directors Report and marked as (Annexure G).

21. BUSINESS RESPONSIBILITY REPORTING

As required under Regulation 34 of Securities of Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a separate section on Business Responsibility Reporting annexed as (Annexure H) which forms an integral part of this Report.

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

The Company had 6 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.

23. INVESTOR SERVICES

As the members are aware, your company''s shares are tradable 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 Company''s shares on either of the Depositories as aforesaid.

24. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE, Dubai, UAE is the Wholly Owned Subsidiary (WOS) of your Company, which, at present, is not a material subsidiary. As per the regulatory provision, the consolidated financial statement of your Company and its wholly owned subsidiary for the financial Year ended on 31st March 2016 duly audited by Statutory Auditors is attached to the annual report of the Company. The Annual Accounts of the WOS 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 did not have any operational activities.

25. HUMAN RESOURCES

The Company takes pride in the Commitment, Competence and dedication shown by its employees in all areas of business both in onshore and offshore.

The Company has a structured induction process and management development programs to upgrade the skill of its personnel.

The Company is committed to nurturing, enhancing and retaining talent through enhancing motivation and morale of its employees.

The continuous training courses give employees the opportunity to improve their skill leading to consistent improvements in learning and development and adhering to SEAMEC value. Health and Safety of the employees and our associates we work with remains our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. Employees are regularly made aware of hazards/risks associated with their jobs and appropriate training is imparted to them to improve their skills. Periodic safety audit are undertaken to confirm the proper functioning of system and procedures.

26. 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 robust internal financial controls, exist in relation to operations, financial reporting and compliance.

The Company has also conducted audit of Internal financial controls as required under Regulatory requirement.

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 controls system of the Company are monitored and evaluated by Auditors, reviewed by Management and Audit Committee of the Board of Directors. Auditor''s observations in confirmation to policy in force has also been received.

27. 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 entered into force from 20th August, 2013.

Government of India issued compliance of specific requirements in early February, 2013 related to conditions of employment, hours of work and rest, accommodation, recreation facilities, food and catering, health, medical care, welfare and social security.

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

28. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Pursuant to provisions of Sexual Harassment of women at work place (Prosecution, Prohibition and Redressal) Act, 2013 and rules made thereunder, 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 received during the financial year under report.

29. 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 E” and is attached to this report.

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

Pursuant to the requirement of Regulation 21 of the Securities and 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 an adequate risk management framework to identify, monitor and minimize risk as also identify business opportunities.

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

- 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,

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 I.

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, the applicable accounting standards have been followed along with proper explanations relating to material departure.

b. Directors 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. Directors had 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. Directors had prepared the annual accounts on a going concern basis.

e. Directors have laid down internal financial controls and that the financial controls were adequate and were operating effectively.

f. Directors had 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 (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 Company’s'' resources for sustainable 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 for their continuous support to the company.

For and on behalf of the Board of Directors

Place: Mumbai Sanjeev Agrawal

Date: May 19, 2016 Chairman


Mar 31, 2014

The Members

The Directors have pleasure in presenting the Twenty-Seventh Annual Report of the Company and the Audited Accounts for the Financial year ended 31st March, 2014.

1. SIGNIFICANT EVENTS - DISINVESTMENT OF SHARES BY CO-FLEXIP STENA OFFHSORE (MAURITIUS) LIMITED

Cof lexip Stena Offshore (Mauritius) Limited, the Wholly Owned Subsidiary of Technip SA, France, the Promoter of the Company entered into a Share Purchase Agreement dated 22nd April, 2014 with HAL Offshore Limited (HAL) for disinvestment of its holding between 51% and 75% in two tranches to HAL. First Tranche of 1,72,89,000 shares representing 51% shares were transferred on 3rd June, 2014 pursuant to compliance of terms under aforesaid Share Purchase Agreement. As a compliance of regulatory requirement under Securities and Exchange Board of India (SEBI), HAL is in the process of an open offer for acquisition of shares up to 26% of shares to the Shareholders of Seamec Limited. With effect from 3rd June, 2014, HAL has acquired the Management Control of the Company and accordingly there has been a change in the composition of Board of Directors of the Company.

2. Financial highlights

(Figures in Rs. Million)

Current Year Previous Period ended Period ended 31.03.2014 31.03.2013

Net Sales/Income from Operations 4079 3373

Other Income 155 241

Total Expenditure

a. Consumables & Spares 395 329

b Staff Costs (including offshore staff) 837 717

c. Dry Dock expenditure incurred 450 -

d. Other Expenditure 2121 1799

Earnings before Depreciation & Tax 431 769

Interest Expenses 1 -

Depreciation 379 369

Exceptional Items

Profit/(Loss) before Tax 51 400

Tax Expenses for the year 41 59

Profit /(Loss) after Taxation 10 341

Add: Balance brought forward from previous year 2436 2139

Surplus available for appropriation 2446 2480

Appropriation:

Transfer to General Reserve

Transfer to Tonnage Tax Reserve - 44

Retained profit carried forward 2447 2436

The financial year 2013-14 proved to be yet another challenging year for the Shipping Industry, more specifically to your Company''s line of business. Your Company''s vessel deployments were in India and in some parts across globe viz, Middle East, South East Asia, Egypt and West Africa. The earnings of your Company were impacted by dry docking of vessels as well as economic and geo political factors prevailing in the countries where vessels were deployed.

Your Company''s strong management acumen focused on optimum deployment days of vessel. This was complemented by financial conservatism and adherence to stringent quality Standards which resulted in Company''s performance to a level of satisfaction.

During the year under review, the Company''s total revenue was Rs.4234 million as against Rs.3614 million in the previous year, an increase of about 17%. Income from operations was Rs.4079 million as against Rs.3373 million in the previous year, reflecting an increase of about 21 %. Despite increase in turnover, the Company earned a profit of Rs. 10 million which was significantly lower than last years profit of Rs. 341 million. The fundamental reason attributed to decline in profit was the dry dock expenses of Rs. 451 ml which has a double impact on loss of revenue and cost on account of idling time. Besides above, one of the Company''s vessels was utilized for lesser number of days during the year post completion of long term charter and the vessel under Bare Boat was out of operation for about 120 days due to unforeseen Thruster Problem, Revenue from operations from domestic sector was Rs.2485 million and from overseas sector was Rs.1594 million,

On a consolidated basis, total revenue was Rs. 4206 million compared to Rs. 3587 million of previous year. The consolidated profit arrived atRs. 20.12 million for the year ended 31st March, 2014.

Your Company continues to retain its debt free status. Cash Balance at the beginning of financial year was Rs.1004 million, The balance at the end of the year was Rs.1196 million, an increase of 19% over last year,

As reported earlier, the Commissioner of Customs (Import) the adjudicating authority confirmed the assessment made by Directorate of Revenue Intelligence (DRI) for an aggregate amount of Rs. 350 million towards Customs duty, Interest and Penalty in the matter of repairs / modifications carried by Vessels outside India. Against the said order, the Company has preferred a Stay and Appeal before H''ble Customs, Excise and Service Tax Appellate Tribunal (CESTAT), who while granting the stay has admitted the appeal.

In view of low profit earned and on considering the fact that your company being a capital intensive Industry which requires replacement / upgradation of assets, your Directors decided to conserve the surplus for future growth of the Company, Therefore, your Directors have decided not to recommend dividend distribution for the year under review,

From the Assessment year 2005-06 (relevant accounting year 2004-05) your Company has come under Tonnage regime available for shipping Companies under chapter XII - G of Income Tax Act, 1961. However, due to absence of profit, there has been no Tonnage Tax Reserve created u/s 115V of Income Tax Act, 1961 during this Financial Year,

3. OPERATIONS OFFSHORE

The Company owns and operates four multi support vessels. The Company operates an additional vessel under Bareboat Charter from SEAMEC INTERNATIONAL FZE, your Company''s Wholly Owned Subsidiary,

The Company improved its deployment for 4 nos of Vessel owned during the year under review as it registered an increase by 10% as compared to previous year. However, overall deployment has declined due to idling of Vessel under Bare Boat Charter for about 120 days, besides three of Company''s own Vessels were in Dry Dock.

The Company''s Vessels during the year in general operated in India, Middle East, South East Asia, Egypt and West Africa, One of your Company''s Vessels continues on Long Term Charter and is deployed in Indian waters. Other vessels had established a good deployment status. Another vessel completed Long Term Charter in mid-year. Out of the total 1326 days of deployment, vessels domestic operations registered 732 days and overseas operation was for 594 days. The Vessel owned by SEAMEC INTERNATIONAL FZE, taken under Bareboat Charter, deployed in West Africa for a project with Technip, thereafter moved to Egypt,

4. DIRECTORS AND MANAGEMENT

With the acquisition of 51% shares by HAL Offshore Limited in first Tranche of disinvestment by Coflexip Stena Offshore (Mauritius) Ltd. (CSOML), your Company becomes a subsidiary of HAL Offshore Limited,

Consequent upon above, Ms. Muriel Hurstel, Mr. Georges Michel and Mr. Carl Holmen the nominee Directors of the CSOML resigned on 3rd June, 2014. Accordingly, Mr. Alan Marriott, Mr. Emanuel Fontan and Mr. Vincent Taravella, Alternate Directors vacated their respective offices from that date. Your Directors place on record the valuable services rendered by above persons during their tenure as Directors of the Company,

Mr. SanjeevAgrawal and Mr. Jagdish Persad Suri were appointed as Directors as Nominee of HAL Offshore Limited with effect from 03.06.2014 in the casual vacancy caused due to resignation of Ms. Muriel Hurstel and Mr. George Michel, respectively,

Mr. Sanjeev Agrawal holds office till the ensuing Annual General Meeting. The Company has received a notice from a member under subsection (1) of Section 160 of the Companies Act, 2013 signifying his intention to propose the name of Mr. SanjeevAgrawal for appointment as Director of the Company.

Mrs. Bhavna Doshi, Director of the Company is proposed to be appointed as Independent Director for a consecutive term of five years at the ensuing Annual General Meeting of the Company,

Mr. Surinder Singh Kohli and Mr. Amarjit Singh Soni were appointed by your Board on 03.06.2014 as Independent Directors subject to approval of shareholders in the ensuing Annual General Meeting for a consecutive term of five years. Your Company is seeking your approval for appointment of Mr. Surinder Singh Kohli and Mr. Amarjit Singh Soni as Independent Directors for a period of five years in the ensuing Annual General Meeting of the Company. The Company has received 3 nos of separate notices from the members under subsection 1 of section 160 of the Companies Act, 2013, signifying the intention to propose name of Ms. Bhavna Doshi and Mr. Surinder Singh Kohli and Mr. Amarjit Singh Soni for appointment as Independent Directors of the Company.

The Board of Directors of your Company was reconstituted and Mr. Sanjeev Agrawal has been appointed as Chairman of the reconstituted Board of Directors of your Company.

In accordance with the provision of Companies Act and Articles of Association, Mr. Jagdish Persad Suri, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

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

5. RECONSTITUTION OF COMMITTEES:

With the Change in composition of the Board, Audit Committee of your Board has been reconstituted with following members:

Ms. Bhavna Doshi Chairperson

Mr. Shardul Thacker Member

Mr. Jagdish Persad Suri Member

Shareholders and Investors Grievance and Transfer Committee is now renamed as "Stakeholders Relation Committee" and the said Committee has also been reconstituted with following members:

Mr. Shardul Thacker Chairperson

Ms. Bhavna Doshi Member

Captain. C.J.Rodricks Member

Remuneration Committee of the Board has been renamed as "Remuneration and Nomination Committee"and the said Committee also been reconstituted with following members:

Ms. Bhavna Doshi Chairperson

Mr. Shardul Thacker Member

Mr. Jagdish Persad Suri Member

6. AUDITORS

M/s S. R. Batliboi & Co. LLP Chartered Accountants the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. They have expressed their unwillingness to be re-appointed as Auditors. Board of Directors has recommended appointment of M/s. SRBC & Co LLP Chartered Accountants as Auditors of the Company at the ensuing Annual General Meeting.

7. AUDITORS'' REPORT

The observations in the Auditors'' Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory

8. RELATED PARTY TRANSACTIONS

A statement of related party transaction pursuant to Accounting Standard 18 is given in Note 30 (Notes to Accounts),

9. 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 Clause 49 of the Listing Agreement with Stock Exchanges. Corporate Governance Report as well as Corporate Governance compliance certificate by Auditors is set out in separate Annexures to this report, Management Discussion Analysis Report forms a part of Directors Report,

10. INVESTOR SERVICES

As the members are aware, your company''s shares are tradeable compulsorily in electronic form with effect from 24 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 Company''s shares on either of the Depositories as aforesaid,

11. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE, Dubai, UAE is the Wholly Owned Subsidiary of your Company. As per the regulatory provision, the consolidated financial statement of your Company and its wholly owned subsidiary for the financial Year ended on 31 st March 2014 duly audited by Statutory Auditors is attached to the annual report of the Company. 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,

12. HUMAN RESOURCES

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. Autonomy to people at different levels created a sense of ownership amongst the employees. The continuous training courses give employees the opportunity to improve their skill leading to consistent improvements in learning and development and adhering to SEAMEC value. Health and Safety of the employees and company''s associates remains as paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. Employees are regularly made aware of hazards/risks associated with their jobs and appropriate training is imparted to them to improve their skills, Periodic safety audit are undertaken to confirm the proper functioning of system and procedures,

13. INTERNAL CONTROLS

The Company has an adequate system of internal controls commensurate with size, scale and complexity of its operations, 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 controls system of the Company are monitored and evaluated by external and internal audit, reviewed by Management and Audit Committee of the Board of Directors,

14. MARITIME LABOUR CONVENTION (MLC)

Maritime Labour Convention (MLC) adopted by International Labour Organisation, establishing minimum requirements for almost all aspects of working and living conditions on board ships have come into force from 20 August, 2013,

Government of India have come out with directive for compliance of specific requirements in early February, 2013 related to conditions of employment, hours of work and rest, accommodation, recreation facilities, food and catering, health protection, medical care, welfare and security protection.

Your Company has implemented the requirement as per MLC and adopted Government of India''s compliance through Proper Policy.

15. CORPORATE SOCIAL RESPONSIBILTY

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities. The Company is in the process of structuring its approach to various aspects of corporate responsibility taking into account the guidelines issued by Companies Act, 2013 and relevant rules framed thereunder.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE The information to be furnished under Section 217(1 )(e) of the Companies Act, 1956 is annexed to this report,

1 7. PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) of the Companies Act, 1956 are also furnished in the Annexure,

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any.

b. Directors 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 of the Company for the period,

c. Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. Directors had prepared the annual accounts on a going concern basis,

19. ACKNOWLEDGEMENT

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence for the company''s business. Your Directors thank the valued shareholders, customers, suppliers, Banks, Registrar and Share Transfer Agent for their continuous support to the company,

For and on behalf of the Board of Directors

Place: Mumbai Sanjeev Agrawal

Date : June 3, 2014 Chairman


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Twenty-Sixth Annual Report of the Company and the Audited Accounts for the Financial year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

(Figures in Rs. Million)

Current Year Previous Period ended Period ended 31.03.2013 31.03.2012

Net Sales/Income from Operations 3373 1818

Other Income 242 180

Total Expenditure

a. Consumables & Spares 329 290

b. Staff Costs (including offshore staff) 716 621

c. Dry Dock expenditure incurred 131

d. Other Expenditure 1801 702

Earnings before Depreciation & Tax 789 254

Depreciation 369 312

Profit / (Loss) before Tax 400 (58)

Tax Expenses for the year 59 45

Profit /(Loss) after Taxation 341 (103)

Add: Balance brought forward from previous year 2139 2242

Surplus available for appropriation 2480 2139

Appropriation:

Transfer to General Reserve - -

Transfer to Tonnage Tax Reserve 44 -

Retained profit carried forward 2436 2139

The Global Economy has yet to shake off the fallout from the crisis of 2008-2009. Mature economies are still yet to recover from the effects of this downturn. Slow recovery of world''s economy is partly responsible for the downward trajectory and tapering growth of the shipping industry, more so in India, Middle East and South East Asia, where your Company''s majority operations focused during the year under review. This has impacted the employment of vessels and Charter rates in your Company''s line of business.

Despite the above your Company performed significantly well through its endeavour.

During the year under review the Company''s total revenue was Rs.3615 million as against Rs.1998 million in the previous year, an increase of about 81%. Income from operations was Rs.3373 million as against Rs.1818 million in the previous year, reflecting an increase of about 86%. Against loss of Rs.(103) million suffered in previous year, your Company registered a profit of Rs.341 million during the year under review. Revenue from operations from domestic sector was Rs.1957 million and from overseas sector was Rs.1416 million. The enhanced performance of the current financial year was attributed to the consolidation of three derivative factors viz; deployment of vessels, securing reasonable charter rate and effective cost control.

Your Company continued to undertake cost control measures to minimize negative burden. Your Company continues to retain its debt free status. Cash Balance at the beginning of financial year was Rs.416 million. The balance at the end of the year was Rs.1004 million, an increase of 141% over last year.

As reported earlier, Directorate of Revenue Intelligence (DRI) provisionally assessed customs duty of Rs.126 million towards duty on repairs/modifications carried out outside India. The Company paid the above amount "under Protest – Subject to adjudication". The Company had also furnished a Bank Guarantee for Rs.83 million. DRI, after final assessment issued Show Cause Notices assessing duty Rs.350 million, Interest, Penalty etc. The Company submitted replies to Commissioner of Customs (Import), the

Adjudicating Authority, who after adjudication finally confirmed the duty, interest, penalty etc. You Company is contemplating to file appeal before the Hon''ble Appellate Tribunal.

From the Assessment year 2005-06 (relevant accounting year 2004-05) your Company has come under Tonnage regime available for shipping Companies under chapter XII – G of Income Tax Act, 1961. Your Directors have, therefore recommended transfer of Rs.63 million from current year surplus to Tonnage Tax Reserve U/S 115 v of Income Tax Act, 1961.

2. DIVIDEND

Your Directors has decided to conserve the surplus for future growth and therefore does not recommend dividend distribution for the year under review.

3. OPERATIONS OFFSHORE

The Company owns and operates four multi support vessels. The Company operates an additional vessel under Bareboat Charter from SEAMEC INTERNATIONAL FZE your Company''s Wholly Owned Subsidiary, effective from January''2012.

The Company improved its performance during the year under review. Overall deployment has increased significantly to 85% against 62% of last year.

The Company''s Vessels during the year in general operated in India Middle East and South East Asia. Two of your Company''s Vessels are placed on Long Term Charter and are deployed in Indian water. Other vessels had established a good deployment status. Out of the total 1551 days of deployment, vessels domestic operations registered 927 days and overseas operation was for 624 days. The Vessel owned by SEAMEC INTERNATIONAL FZE, was taken under Bareboat Charter, deployed in West Africa for a project with Technip effective from January''2012.

4. DIRECTORS AND MANAGEMENT

Your Company is a subsidiary of Coflexip Stena Offshore (Mauritius) Ltd. (CSOML), which ultimately is owned by Technip S. A. France.

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Shardul Thacker, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Ms. Muriel Hurstel was appointed as a Director on 30th May 2012 as nominee of Coflexip Stena Offshore (Mauritius) Ltd (CSOML) in the casual vacancy caused by withdrawal of nomination of Mr. Christophe Armangol. Ms. Muriel Hurstel holds office till the ensuring Annual General Meeting of the Company.

The Company has received a notice from a member under subsection (1) of section 257 of the Companies Act, 1956 signifying its intension to propose the name of Ms. Muriel Hurstel as Director of The Company at the ensuing Annual General Meeting.

Capt. C. J. Rodricks whose previous tenure as Managing Director expired on 31st December 2012, was re-appointed as Managing Director of the Company, on the terms & conditions approved by shareholders through postal ballot for a further period of 2 years effective from 1st January 2013.

5. AUDITORS

M/s. S. R. Batliboi & Co. Chartered Accountants, (since changed to M/s S. R. Batliboi & Co. LLP) the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

6. AUDITORS'' REPORT

The observations in the Auditors'' Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory.

7. RELATED PARTY TRANSACTIONS

A statement of related party transaction pursuant to Accounting Standard 18 is given in Note 31 (Notes to Accounts).

8. 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 Clause 49 of the Listing Agreement with Stock Exchanges. Corporate Governance and Management Discussions and Analysis Report as well as Corporate Governance compliance certificate by Auditors are set out in separate Annexures to this report.

9. INVESTOR SERVICES

As the members are aware, your company''s shares are tradeable compulsorily in electronic form with effect from 24 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 Company''s shares on either of the Depositories as aforesaid.

10. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE, Dubai, UAE is the Wholly Owned Subsidiary of your Company. As per the regulatory provision the consolidated financial statement of your Company and its wholly owned subsidiary for the financial Year ended on 31st March 2013 duly audited by Statutory Auditors is attached to the annual report of the Company. 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.

11. HUMAN RESOURCES

Your Company considers people as one of the most valuable resources. All employees are committed to their work and proactively participate in their area of operations. The continuous training courses give employees the opportunity to improve their skill leading to consistent improvements in systems and practices and adhering to SEAMEC value. Health and Safety of the employees and our associates we work with remains our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. Employees are regularly made aware of hazards/risks associated with their jobs and appropriate training is imparted to them to improve their skills. Periodic safety audit are undertaken to confirm the proper functioning of system and procedures.

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

The information to be furnished under Section 217(1)(e) of the Companies Act, 1956 is annexed to this report.

13. PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) of the Companies Act, 1956 are also furnished in the Annexure.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that :

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any.

b. Directors 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 loss of the Company for the period.

c. Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. Directors had prepared the annual accounts on a going concern basis.

15. ACKNOWLEDGEMENT

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence for the company''s business. Your Directors thank the valued shareholders, customers, suppliers, Banks, Registrar and Share Transfer Agent for their continuous support to the company.

For and on behalf of the Board of Directors

Place : Mumbai Shardul Thacker

Date : May 23, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty-Fifth Annual Report of the Company and the Audited Accounts for the Financial Period ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

(Figures in Rs Million)

Current Year Previous Year ended ended 31.03.2012 31.03.2011

Net Sales/Income from Operations 1818 1024

Other Income 180 133

Total Expenditure

a. Consumables & Spares 290 262

b. Staff Costs (including offshore staff) 621 596

c. Dry Dock expenditure incurred 131 324

d. Other Expenditure 704 388

Earnings before Depreciation & Tax 252 (413)

Depreciation 311 265

Exceptional Items - (44)

Profit / (Loss) before Tax (59) (634)

Tax Expenses for the year 45 33

Profit /(Loss) after Taxation (104) (667)

Add: Balance brought forward from previous year 2243 2910

Surplus available for appropriation 2139 2243

Appropriation:

Transfer to General Reserve - -

Transfer to Tonnage Tax Reserve - -

Retained profit carried forward 2139 2243

During the year under review the Company's total revenue was Rs.1998 million as against Rs.1157 million in previous year an increase of about 73%. Income from operations was Rs.1818 million as against Rs.1024 million in the previous year reflecting increase of about 77%.

The Global Economy seemed to be on a very slow recovery path during the year under review. However, employment of vessels and Charter rates were volatile in your Company's line of business. Your Company is in the process of recovery and endeavoured to keep the vessels deployed to the maximum.

The Company fared reasonably well in its endeavour despite some unforeseen circumstances. One of the Vessels secured a Long Term Charter of 3 years for ONGC Job in India scheduled to commence in November'2011. The other Vessels had also moderate deployment record.

The business scenario got a serious setback with the detention of two vessels by Customs in Mumbai on arrival in India in November'2011 for want of Bill of Entry of original import. The Company had purchased these Vessels in India as Indian Flag Vessels. The Vessels were finally released in January'2012 after order of Hon'ble High Court, Bombay.

Directorate of Revenue Intelligence (DRI) made a search in the offices of the Company and provisionally assessed duty of Rs.126 million towards duty on repairs / modifications carried out outside India. The Company paid the amount "Under Protest" subject to adjudication. Final Assessment is under process.

Your Company suffered a loss of Rs.105 million during the year under review. The loss suffered during the previous year was Rs.667 million. Though your Company incurred expenses towards Customs charges (DRI), dry-docking, the major factor attributed to incurring of loss was inability on the part of Company to execute firm Charters of two Vessels as these Vessels

were detained by Customs. Detention forced the Company to bear the loss of revenue, operation cost and in addition made the Payment of Liquidated Damage for delay in delivery of Vessel for ONGC Job. Absence of these unforeseen circumstances would have brought back your Company to profitability.

Your Company continued to monitor the cost control measures to minimize adverse burden. Your Company continues to retain its debt free status. Cash Balance at the beginning of financial period was Rs. 2025 million. The balance at the end of the period was Rs.416 million a decrease of 79% over last year.

Due to shipping loss, no Reserve was transferred to Tonnage Tax Reserve u/s 115V of Income Tax Act in the year under review.

2. DIVIDEND

In view of the loss suffered during the year, the Board of Directors has decided not to recommend payment of dividend.

3. OPERATIONS OFFSHORE

The Company owns and operates four multi support vessels. The Company operates an additional vessel under Bareboat Charter from SEAMEC INTERNATIONAL FZE, your Company's Wholly Owned Subsidiary, effective from January'2012.

The Company succeeded in overcoming the volatility of decline in business of last year. Overall deployment has increased significantly to 65% against 49% of last year.

The Company's Vessels during the year in general operated in India and South East Asia. One of the Vessels had undergone modification / upgradation for deployment on a Long Term Contract of 3 years with ONGC. The Charter commenced from end of January'2012 after release of Vessel by Customs. With this two of your Company's Vessels are placed on Long Term Charter. Out of the balance, one had assured significant employment whilst the other had to struggle for employment. The Vessel owned by SEAMEC INTERNATIONAL FZE, was taken under Bareboat Charter, deployed in West Africa for a project with TECHNIP effective from January'2012.

4. DIRECTORS AND MANAGEMENT

Your Company is a subsidiary of Coflexip Stena Offshore (Mauritius) Ltd. (CSOML), which ultimately is owned by TECHNIP S.A. FRANCE.

During the year under review CSOML, nominated Mrs. Muriel Hurstel as a Director on the Board of Directors of the Company in place of Mr. Christophe Armengol.

CSOML also nominated Mr. Gregoire Abele as an Alternate Director. Subsequently Mr. Vincent Taravella was nominated as an Alternate Director in place of Mr. Gregoire Abele on 30th May, 2012.

Mr. Vincent Taravella by Qualification is Master of Business and Economics, Corporate Finance and Law. Mr. Taravella works as Finance Manager of your Parent Company TECHNIP in Paris. Mr. Taravella does not hold any shares in your Company. Your Directors placed on record its appreciation of the valuable services rendered by Messers Christophe Armengol and Gregoire Abele during their tenure as Directors of the Company.

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Carl Holmen and Ms. Bhavna Doshi, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS

M/s. S. R. Batliboi & Co. Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

6. AUDITORS' REPORT

The observations in the Auditors' Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory.

7. RELATED PARTY TRANSACTIONS

A statement of related party transaction pursuant to accounting standard 18 is given in Note 31 (Notes to Accounts).

8. 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 Clause 49 of the Listing Agreement with Stock Exchanges. Corporate Governance and

Management Discussions and Analysis Report as well as Corporate Governance compliance certificate by Auditors are set out in separate Annexures to this report.

9. INVESTOR SERVICES

As the members are aware, your company's shares are tradeable compulsorily in electronic form with effect from 24 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 Company's shares on either of the Depositories as aforesaid.

Coflexip Stena Offshore (Mauritius) Limited, the promoter of the Company pursuant to Securities Exchange Board of India, guidelines had dematerialized its entire physical holdings during the year under review.

10. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE, the Wholly Owned Subsidiary has acquired a vessel during the year under review. The said vessel was taken under Bareboat Charter by your Company. As per the regulatory provision, the consolidated financial statement of your Company and its wholly owned subsidiary for the financial Year ended on 31st March 2012 duly audited by Statutory Auditors is attached to the annual report of the Company. 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.

11. HUMAN RESOURCES

Your Company considers people as one of the most valuable resources. All employees are committed to their work and proactively participate in their area of operations. The continuous training courses give employees the opportunity to improve their skill leading to consistent improvements in systems and practices and adhering to SEAMEC value. Health and Safety of the employees and our associates we work with remains our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place. Employees are regularly made aware of hazards/risks associated with their jobs and appropriate training is imparted to them to improve their skills. Periodic safety audit are undertaken to confirm proper functioning of system and procedure.

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

The information to be furnished under Section 217(1)(e) of the Companies Act, 1956 is annexed to this report.

13. PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) of the Companies Act, 1956 are also furnished in the Annexure.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that :

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any.

b. Directors 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 loss of the Company for the period.

c. Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. Directors had prepared the annual accounts on a going concern basis.

15. ACKNOWLEDGEMENT

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence for the company's business. Your Directors thank the valued shareholders, customers, suppliers, Banks, Registrar and Share Transfer Agent for their continuous support to the company.

For and on behalf of the Board of Directors

Place : Mumbai Shardul Thacker

Date : May 30, 2012 Chairman


Mar 31, 2011

The Members

The Directors have pleasure in presenting the Twenty-Fourth Annual Report of the Company and the Audited Accounts for the Financial Period ended 31st March, 2011.

The current financial period is for 12 months whereas the previous financial period was for 15 months. The previous year's figures are, therefore, not strictly comparable with those of the current financial year.

1. FINANCIAL HIGHLIGHTS

Audited Financial Results for the twelve months period ended 31st March, 2011

(Figures in Rs. '000)

Current Year Previous

Period ended Period ended

31.03.2011 31.03.2010

(12 months) (15 months)

Net Sales/Income from Operations 1,023,759 4,248,407

Other Income 133,455 161,108

Total Expenditure

a. Consumables & Spares 262,170 212,245

b. Staff Costs (including offshore staff) 691,218 943,165

c. Dry Dock expenditure incurred 323,780 88,148

d. Other Expenditure 294,262 772,251

Earnings before Depreciation & Tax (414,216) 2,393,706

Depreciation 264,700 321,681

Exceptional Items (44,442) (6,407)

Profit / (Loss) before Tax (634,474) 2,078,432

Tax Expenses for the year 33,130 39,377

Profit /(Loss) after Taxation (667,604) 2,039,055

Add: Balance brought forward from previous year 2,910,173 1,619,007

Surplus available for appropriation 2,242,569 3,658,062

Appropriation:

Dividend - 101,700

Corporate Dividend Tax (393) 17,284

Transfer to General Reserve - 203,905

Transfer to Tonnage Tax Reserve - 425,000

Retained profit carried forward 2,242,962 2,910,173

In the Directors' report of 2009-2010, members were given a perspective of the deteriorating economic indicators and their adverse impact on the deployment and charter rate of vessels which was fall out of unprecedented global economic recession.

The adverse impact for your company became visible during the year under review. The charter rates dropped significantly and for most part of the year majority of vessels were idling due to slow progress in execution of projects in oil and gas industry. In addition, three of company's four vessels were under statutory maintenance during the year under review for which Rs. 323,780 thousand was expensed out. The impressive performance achieved during 15 months period ended on 31.03.2010 was overshadowed by the performance of the year ended on 31.03.2011. The revenue from the vessels operations for the period under review was Rs. 1,023,759 thousand against revenue earned for the period ended 31.03.2010 of Rs. 4,248,407 thousand. The inevitable consequence of sharp drop in employment and charter rate of vessels coupling with dry dock of three vessels resulted in ending with loss of Rs. 667,604 thousand for the year 2010- 2011 against the profit of Rs. 2,039,055 thousand in 2009-2010.

During this stressful situation, your Company cautiously monitored the cost control measures to arrest adverse burden. Your Company continues to retain its debt free status. Cash Balance at the beginning of financial period was Rs. 2,551,446 thousand. The balance at the end of the period was Rs. 2,024,929 thousand a decrease of 20 % over last year.

The company had utilized the Shipping Reserve created under section 33 AC for Rs. 351,000 thousand and Tonnage Tax Reserve for Rs. 59,400 thousand created under section 115V of the Act. These reserves after completion of 3 years were transferred to General Reserve during the year under review. Due to shipping loss, no Reserve was transferred to Tonnage Tax Reserve u/s 115V of Income Tax Act, 1961 in the year under review.

2. DIVIDEND

In view of the loss suffered during the year, the Board of Directors has decided not to recommend payment of dividend.

3. OPERATIONS OFFSHORE

The Company owns and operates four multi support vessels.

The company experienced the volatility of decline in business during the year under review. Overall deployment was about 49%.

One vessel remained under charter through out the year working in India except the period of 45 days, she went for dry docking. Other three vessels remained outside carrying out limited jobs and waiting in quest for new jobs. Two of the vessels from the above were in Dry dock for 45 days and 75 days respectively.

4. DIRECTORS AND MANAGEMENT

Your Company is a subsidiary of Coflexip Stena Offshore (Mauritius) Ltd. (CSOML), which ultimately is owned by Technip S. A. France.

Messrs Alain Marion, Gregorie Abele and Emmanuel Fontan were appointed as Alternate Directors to Messrs Carl Holmen, Christophe Armengol and Georges Michel respectively. These directors are nominees of CSOML.

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Christophe Armengol and Mr. Georges Michel, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS

M/s. S. R. Batliboi & Associates Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. They have expressed their unwillingness to be re-appointed as Auditors. Board of Directors have recommended appointment of M/S S.R.Batliboi & Co, Chartered Accountants as Auditors of the Company at the ensuing Annual General meeting.

6. AUDITORS' REPORT

The observations in the Auditors' Report have been dealt with in the relevant Notes to Accounts, which are self- explanatory.

7. RELATED PARTY TRANSACTIONS

A statement of related party transaction pursuant to accounting standard 18 is given in para 9 of schedule 16 (notes to accounts)

8. CORPORATE GOVERNANCE

The Company believes that Corporate Governance is a way of business life 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 Clause 49 of the Listing Agreement with Stock Exchanges. Corporate Governance and Management Discussions and Analysis Report as well as Corporate Governance compliance certificate by Auditors are set out in separate Annexures to this report.

9. INVESTORS SERVICES

As the members are aware, your company's shares are tradeable compulsorily in electronic form with effect from 24 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-materialisation of Company's shares on either of the Depositories as aforesaid.

10. WHOLLY OWNED SUBSIDIARY

In order to pursue future expansion plan, as a strategic measure, your Company has set up a wholly owned subsidiary by name and style "SEAMEC INTERNATIONAL FZE" in Dubai Airport Free Zone ( DAFZA), Dubai on 14th March 2010 for carrying out operations in the related fields. Due to prolonged recessionary impact no activity was pursued during the year. The license granted by DAFZA has been renewed. Your company is looking forward to carry out business activities in the year 2011-2012. As per the Regulatory Provisions, the Consolidated financial statements of your company and its wholly owned subsidiary for the financial year ended on 31.03.2011 duly audited by statutory auditors is attached to the Annual Report of the Company. The Annual Accounts of wholly owned subsidiary and the ralated detailed information shall be made available to the shareholders on request at any point of time.

11. CORPORATE SOCIAL RESPONSIBILITY

Your company is aware of its social obligation and accordingly has structured its approach to discharge the Corporate Social Responsibility by supporting local organizations involved in providing education, basic amenities, health, social awareness to the deprived section of the society.

12. HUMAN RESOURCES

Your Company consider people as one of the most valuable resources. All employees are committed to their work and proactively participate in their area of operations. The continuous training courses give employees the opportunity to improve their skill leading to consistent improvements in systems and practices and adhering to SEAMEC value. Health and Safety of the employees and our associates we work with remains our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place. Employees are regularly made aware of hazards/risks associated with their jobs and appropriate training is imparted to them to improve their skills. Periodic safety audit are undertaken to confirm proper functioning of system and procedure.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE The information to be furnished under Section 217(1)(e) of the Companies Act, 1956 is annexed to this report.

14. PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) of the Companies Act, 1956 are also furnished in the Annexure.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any.

b. Directors 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 loss of the Company for the period.

c. Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. Directors had prepared the annual accounts on a going concern basis.

16. ACKNOWLEDGEMENT

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence for the company's business. Your Directors thank the valued shareholders, customers, suppliers, Banks, Registrar and Share Transfer Agent for their continuous support to the company.

For and on behalf of the Board of Directors

Place : Mumbai Shardul Thacker

Date : 10th May, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Twenty-third Annual Report of the Company and the Audited Accounts for the Financial Period ended 31st March, 2010.

Your Directors have decided to present the accounts this year for a period of fifteen months from 1st January, 2009 to 31st March, 2010. Accordingly, the current financial period is for 15 months whereas the previous financial year was for 12 months. The previous years figures are, therefore, not strictly comparable with those of the current financial year.

1. FINANCIAL HIGHLIGHTS

Audited Financial Results for the fifteen months period ended 31st March, 2010

(Figures in Rs. mi/lion)

Current Year Previous Period ended Period ended 31.03.2010 31.12.2008 (15 months) (12 months)

Net Sales/Income from Operations 4248 2686

Other Income 151 41 Total Expenditure

a. Consumables & Spares 212 260

b. Staff Costs (including offshore staff) 943 531

c. Dry Dock Expenditure incurred 88 334

d. Other Expenditure 773 667

Earnings before Depreciation & Tax 2393 785

Depreciation 322 254

Exceptional Items 71 47

Profit before Tax 2078 484

Tax Expenses for the year 39 13

Profit after Taxation 2039 471

Add: Balance brought forward from previous year 1619 285

Surplus available for appropriation 3658 1756

Appropriation:

Proposed Dividend for the financial year at the rate of Rs.3.00 per equity of Rs.107- each 102 --

(previous year - nil)

Corporate Dividend Tax 17 --

Transfer to General Reserve 204 --

Transfer to Tonnage Tax Reserve 425 137

Retained profit carried forward 2910 1619

During the fifteen months period under review the total revenue from vessel operations was Rs. 4248 mil and profit after tax was Rs, 2039 mil, representing 46% of the revenue. For the year 2008, the revenue from operations was Rs.2686 mil and profit after tax was Rs.471 mil representing about 17% of the turnover. For the current financials under review 88% of revenue comes from overseas operation, while 12% of revenue represents earning from Indian operations. For the year 2008 revenue from overseas and domestic operations were 86% and 14% respectively. This signifies Companys conspicuous presence overseas.

The enhanced performance of the current financial year was attributed to the consolidation of three derivative factors viz: maximum no of days of deployment of vessels, securing attractive charter rates and effective cost control measures.

The market till end of 2009 was good in regards to Companys line of operation. Subsequently, there was an adverse market scenario and accordingly your company experienced a declining trend both in terms of deployment of vessels and charter rate in first quarter of 2010.

Your Company continues to retain its debt free status and increased its surplus annual cash flow. Cash Balance at the beginning of Financial period was Rs, 635 mil. The balance at the end of the period was Rs. 2551 mil, an increase of 302 % over last year.

From the Assessment Year 2005-06 (relevant accounting year 2004-05) your Company has come under Tonnage regime available for shipping companies under Chapter Xll-G of Income Tax Act, 1961. Your Directors have, therefore recommended transfer of Rs. 425,000 thousand from current period surplus to Tonnage Tax Reserve u/s 115 V of Income Tax Act, 1961. The primary out go of tax obligation was on account of interest earned from the deposits made on surplus cash balance with the Banks.

2. DIVIDEND

In view of the sustained working results during the year, the Board of Directors are pleased to recommend a dividend of Rs. 3.00 per share (i.e. 30%) on 33,900,000 equity shares, aggregating to Rs. 118,983,915 including Corporate Dividend Tax of Rs. 17,283,915, subject to approval of the members of the Company.

3. OPERATIONS OFFSHORE

The Company owns and operate four dynamically positioned multi support vessels.

Despite volatility in the Oil and Gas industry due to melt down in global economy, your companys operation showed d distinguished growth. During the fifteen months period ended on 31st March 2010, all the four vessels were under charter for most of the days doing the jobs in Oil field services. Out of four vessels, one remain althrough in India whilst other three were deployed overseas in Mexico, West Africa and UAE etc.

One of the companys vessel working overseas was withdrawn from the charter hire due to commercial dispute. The Company is pursuing the matter through all amicable means.

4. ACKNOWLEDGEMENT

During the voyage from West Africa to Middle East, one of the vessels passed through Gulf of Aden safely with able assistance of Indian Navy. Your Board of Directors wishes to place on record its appreciation and sincere gratitude to INDIAN NAVY for the valuable assistance provided by them.

5. DIRECTORS AND MANAGEMENT

Your Company is a subsidiary of Coflexip Stena Offshore (Mauritius) Ltd. (CSOML), which ultimately is owned by Technip S. A. France.

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mrs. Bhavna Doshi and Mr. Shradul Thacker, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

6. AUDITORS

M/s. S. R. Batliboi & Associates Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

7. AUDITORS REPORT

The observations in the Auditors Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory.

8. RELATED PARTY TRANSACTIONS

A statement of related party transaction pursuant to Accounting Standard 18 is given in para 9 of schedule 16 (notes to accounts).

9. CORPORATE GOVERNANCE

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

Your Directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and Exchange Board

of India (SEBI) codified as Clause 49 of the Listing Agreement with Stock Exchanges. Corporate Governance and Management Discussions and Analysis Report as well as Corporate Governance compliance certificate by Auditors are set out in separate Annexures to this report.

10. INVESTORS SERVICES

As the members are aware, your companys shares are tradeable compulsorily in electronic form with effect from 24 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-materialisation of Companys shares on either of the Depositories as aforesaid.

11. SETTING UP WHOLLY OWNED SUBSIDIARY

In order to pursue the future expansion plans, as a strategic measure, your company has set up a wholly owned subsidiary by name and style "SEAMEC INTERNATIONAL FZE" in Dubai Airport Free Zone ( DAFZA), Dubai, UAE on 14th March 2010 for carrying out operations in the related fields in the area. The initial investment so far made is AED 1 Million equivalent to Rs. 12.48 mil. The Directors Report and Accounts of the subsidiary are not attached as the company is yet to make out their accounts.

12. HUMAN RESOURCES

Your company believes that the inherent strength of the Companies lies in its people. The performance of the Company could be made possible only with the collective contribution and excellent performance of both On shore and Off shore staff. All employees are committed to their work and proactively participate in their area of operations. The value of training is well recognized and periodical training programme are carried out. Health and Safety of all employees and associates your company works with remains as paramount importance.

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

The information to be furnished under Section 217(1 )(e) of the Companies Act, 1956 is annexed to this report.

14. PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) of the Companies Act, 1956 are also furnished in the Annexure.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departure, if any.

b. Directors 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 of the Company for the period.

c. Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. Directors had prepared the annual accounts on a going concern basis.

16. ACKNOWLEDGEMENT

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence for the companys Pusiness, Your Directors thank the valued shareholders, customers, suppliers, Banks, Registrar and Share Transfer Agent for their continuous support to the company,

For and on behalf of the Board of Directors

Place : Mumbai Shardul Thacker

Date : May 11, 2010 Chairman

Find IFSC