Seamec Ltd — Proxy Solicitation & Information Statement 2024

Sep 19, 2024

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SEAMEC/NSE/SMO/POSTALBALLOT/1909/2024

September 19, 2024

National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East) Mumbai - 400 051

Trading Symbol: “SEAMECLTD”

Sub: Notice of Postal Ballot under Section 110 of the Companies Act & disclosure under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

Further to our letter no. SEAMEC/NSE/SMO/0808/2024 dated August 08, 2024, pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the copy of Notice of Postal Ballot.

The Notice of Postal Ballot is being sent by electronic means to all the Members of the Company, whose names appear in the Register of Members / List of Beneficial Owners as received from the Depositories i.e., National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on the cut-off date i.e. Friday, September 13, 2024 and whose email ID’s are registered with the Company and Depositories.

The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing e-voting facility to all its members. The remote E-voting period will commence from Monday, September 23, 2024 (09:00 AM. IST) and shall end on Tuesday, October 22, 2024 (5:00 P.M. IST).

The results of Postal Ballot shall be declared on or before Thursday, October 24, 2024, and along with the Scrutinizer’s report, be displayed at the Registered Office, communicated to the Stock Exchanges and will also be uploaded on the Company’s website at www.seamec.in and on the website of NSDL at www.evoting.nsdl.com.

The Notice of the Postal Ballot is also available on the website of the Company at www.seamec.in and on the website of the evoting agency at NSDL at www.evoting.nsdl.com.

We request you to kindly take the above on your record and disseminate the same on your website.

Thanking you,

Yours Faithfully, For SEAMEC LIMITED

Digitally signed by SACHIDANAN SACHIDANANDA MOHANTY DA MOHANTY Date: 2024.09.19 15:35:36 +05'30'

S.N. Mohanty

President – Corporate Affairs, Legal and Company Secretary

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MEMBER OF THE

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Seamec Limited

Registered & Corporate Office : A-901-905, 9th Floor, 215 Atrium, Andheri Kurla Road, Andheri (East), Mumbai-400093 CIN : L63032MH1986PLC154910; E-Mail : contact@seamec.in; Website: www.seamec.in; Fax: (022) 6694 1818; Tel.: (022) 6694 1800

NOTICE OF POSTAL BALLOT

Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’) , General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (collectively the ‘MCA Circulars’ ), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’) , Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) , and other applicable laws and regulations (including any statutory modification or re-enactment thereof for the time being in force, that the resolution appended below is proposed for approval of the shareholders of the Company as a Special Resolution through postal ballot only by remote e-voting process (“remote e-voting”/ “evoting”) :

Sr. No.	Particulars
1.	Appointment of Dr. Amarjit Chopra (DIN: 00043355) as a Non-Executive and Independent Director of the Company for a term of 5(five)consecutiveyears from August 8,2024 to August 7,2029

An Explanatory Statement setting out the material facts pertaining to the said resolution is annexed hereto.

The Board of Directors of the Company, at its meeting held on Thursday, August 8, 2024 appointed M/s. Satyajit Mishra & Co. (FCS 5759; C.P. No. - 4997), Company Secretary in Practice, as Scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner.

In accordance with the provisions of the MCA Circulars, shareholders can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer a remote e-voting facility to all its shareholders to cast their votes electronically through National Securities Depository Limited (NSDL). Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose names appear in the Register of Members/ Register of Beneficial Owners as on the cut-off date of Friday, September 13, 2024 and whose email addresses are registered with the Company / Depository Participant (“DP”). Shareholders are requested to read the instructions in the Notes under the section “General information and instructions relating to e-voting” in this postal ballot notice (“Postal Ballot Notice”) to cast their vote electronically.

Shareholders can cast their votes online from Monday, September 23, 2024 at 09:00 hours IST till Tuesday, October 22, 2024 at 17:00 hours IST . Shareholders are requested to cast their vote through the e-voting process not later than 17:00 hours IST on Tuesday, October 22, 2024 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

The Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Scrutinizer will submit his report to the Chairman of the Company or any other official authorized by him after completion of scrutiny of the votes received through the remote e-voting process. The results shall be declared on or before Thursday, October 24, 2024 and communicated to BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”), the Depositories, Registrar and Share Transfer Agent and will also be displayed on the Company's website www.seamec.in.

The last date of remote e-voting, i.e. Tuesday, October 22, 2024, 2024 shall be the date on which the resolution is deemed to be passed, if approved by the requisite majority.

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SPECIAL BUSINESS:

Appointment of Dr. Amarjit Chopra (DIN: 00043355) as a Non-Executive and Independent Director of the Company for a term of 5 (five) consecutive years from August 8, 2024 to August 7, 2029 .

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 and any other applicable provisions of the Companies Act 2013 and the Rules made thereunder [including any statutory amendment{s) or modification(s) thereto or enactment{s) or re- enactment [s) thereof for the time being in force) and on the basis of recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Dr. Amarjit Chopra (DIN: 00043355), who was appointed as an Additional Director to hold office of Independent Director of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force) and Regulation 16 and 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification (s) or amendment(s) thereof for the time being in force), Dr. Amarjit Chopra (DIN: 00043355), be and is hereby appointed as a Non-Executive and Independent Director of the Company to hold office for a first term of 5 (five) consecutive years with effect from August 08, 2024 up to August 07, 2029 AND THAT he shall not be liable to retire by rotation.

FURTHER RESOLVED THAT pursuant to Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions [including any statutory modification (s) or amendment(s) thereof for the time being in force), approval of the Members be and is hereby accorded for continuation of directorship of Dr. Amarjit Chopra (DIN: 00043355) as Non-Executive and Independent Director of the Company beyond the age of 75 years till the expiry of his first term on August 07, 2029.”

Registered Office:

A 901-905, 9th Floor, 215, Atrium, Andheri – Kurla Road, Andheri (East) Mumbai – 400 093 August 8, 2024

By Order of the Board For Seamec Limited

Sd/-

S. N. Mohanty President – Corporate Affairs, Legal and Company Secretary Membership No.: F3434

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NOTES:

1. Explanatory Statement pursuant to Section 102 read with Section 110 of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out the material facts is annexed hereto and forms part of the Postal Ballot Notice.

2. In compliance with the provisions of Section 110 of the Act read with the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing facility to the members to exercise votes through electronic voting system (“E-voting”) on the E-voting platform provided by National Securities and Depository Limited (“NSDL”).

3. The voting rights of the members shall be reckoned on the equity shares held by them as on Friday, September 13, 2024 being the “cut-off date” fixed for this purpose. The Postal Ballot Notice is being sent only electronically to all the members, whose names appear in the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the close of working hours on the cut-off date and whose email IDs are registered with the Company/ Depositories. Any person who is not a member of the Company as on date specified above shall treat the Notice for information purposes only.

4. The Board of Directors in its meeting held on Thursday, August 8, 2024 has appointed M/s. Satyajit Mishra & Co., Company Secretary in Practice, as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot only through E-voting process in a fair and transparent manner in compliance with MCA Circulars.

5. The postal ballot notice is also being uploaded on the Company’s website viz., www.seamec.in and on the website of NSDL viz., www.evoting.nsdl.com.

6. Members who have not yet registered their e-mail addresses are requested to register the same with their Depository Participants (“DP”) in case the shares are held by them in electronic form and with Company’s Registrar and Share Transfer Agent (RTA) by sending an e-mail at rta@cbmsl.com in case the shares are held by them in physical form.

7. In accordance with the provisions of the MCA Circulars, members can vote only through the E-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. Members whose names appear on the Register of Members/List of Beneficial Owners as on the cut-off date will be considered for the purpose of E- voting.

8. Resolutions passed by the members through postal ballot are deemed to have been passed as if they have been passed at a duly convened General Meeting of the members.

9. In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the Listing Regulations, the Company has provided the facility to the members to exercise their votes electronically and vote on the resolutions through the E-voting service facility provided by NSDL. The instructions for E-voting are provided as part of this Postal Ballot Notice.

10. Members desiring to exercise their vote through the E-voting process are requested to read the instructions in the Notes under the section “General information and instructions relating to E-voting” in this Postal Ballot Notice. Members are requested to cast their vote through the E-voting process not later than 17:00 Hours IST on Tuesday, October 22, 2024 to be eligible for being considered, failing which it will be considered that no vote has been received from the member.

11. The Scrutinizer will submit his report to the Chairman or such other official as may be authorized by him after the completion of scrutiny, and the result of the voting by postal ballot through the E-voting process will be announced by the Chairman or any person authorized by him, on or before Thursday, October 24, 2024 and will also be displayed on the website of the Company (www.seamec.in), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.

12. Members can cast their vote online from Monday, September 23, 2024 at 09:00 hours IST till Tuesday, October 22, 2024 at 17:00 hours IST . Voting beyond the said date shall not be allowed and the E-voting facility shall be blocked.

13. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Tuesday, October 22, 2024 i.e., the last date specified for receipt of votes through the E-voting process.

14. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the E-voting process. Members seeking to inspect such documents can send an email to contact@seamec.in. 3

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A) Login method for e-Voting for Individual members holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual members holding securities in demat mode is given below:

Type of Members

Login Method

Individual Members holding securities in demat mode with NSDL.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e- Services home page click on the“Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDLMobileAppisavailableon tiApp Store ~GooglePlay ■ I■

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Individual Members holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing User id and password. Option will be made available to reach e-Voting page without any further authentication. The Users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.

Individual Members (holding securities in demat mode) login through their depository participants

1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. 2. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Votingwebsite of NSDL for casting your vote duringthe remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000.
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for Members other than Individual members holding securities in demat mode and members holding securities in physical mode

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for members other than Individual members are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those members whose email ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) “Physical User Reset Password?”(If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system. How to cast your vote electronically on NSDL e-Voting

system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle

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is in active status.

1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

2. Now you are ready for e-Voting as the Voting page opens.

3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

4. Upon confirmation, the message “Vote cast successfully” will be displayed.

5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for members:

1. Institutional Investors (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs.smishra@gmail.com with a copy marked to evoting@nsdl.com. Institutional Investors (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members / Shareholders and e-voting user manual for Members / Shareholders available at the download section of www.evoting.nsdl.com or call on 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager-NSDL at evoting@nsdl.com.

Process for those members whose E-mail Ids are not registered with the depositories for procuring User Id and Password and registration of E-mail Ids for E-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to rta@cbmsl.com / contact@seamec.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (rta@cbmsl.com / contact@seamec.in). If you are Individual members / shareholders holding securities in -

demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode.

1. Alternatively, members / shareholders may send a request to evoting@nsdl.com for procuring User Id and Password for E-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102, 110 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS AND REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Appointment of Dr. Amarjit Chopra (DIN: 00043355) as a Non-Executive and Independent Director of the Company for a term of 5 (five) consecutive years from August 8, 2024 to August 7, 2029.

Pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”), Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Board of Directors at its meeting held on August 08, 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Dr. Amarjit Chopra (DIN: 00043355) as an Additional Director designated as Independent Director for a term of 5 (five) consecutive years from August 08,2024 to August 07, 2029, not liable to retire by rotation.

Dr. Amarjit Chopra is not disqualified from being appointed as a Director in terms of Section 164 of the Act, not subject to any disciplinary proceedings or otherwise debarred from holding the office of Director by virtue of any order passed by SEBI or any such authority and has consented to act as Director of the Company. Dr. Amarjit Chopra also successfully cleared the online proficiency self-assessment test, as mandated by the Companies Act, 2013. The Company has also received a declaration from Dr. Amarjit Chopra that he meets the criteria of independence as prescribed under Section 149 read with Schedule IV to the Act and Regulation 16 of the Listing Regulations.

Dr. Amarjit Chopra shall be paid remuneration by way of sitting fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission (if any), as may be decided by the Board, within the limits stipulated under Section 197 of the Act.

The Company has also received a notice in writing from a Member pursuant to Section 160 of the Act, proposing the candidature of Dr. Amarjit Chopra for the office of Director of the Company, to be appointed as such under the provisions of Section 149 of the Act.

In the opinion of the Board, Dr. Amarjit Chopra (DIN: 00043355) fulfils the conditions for appointment as an Independent Director as specified in the Act and Listing Regulations and is independent of the Management.

The members of the Nomination and Remuneration Committee and the Board of Directors are also of the view that Dr. Amarjit Chopra’s wide experience and varied expertise will immensely benefit the Company.

A brief profile of Dr. Amarjit Chopra is as under:

Born in 1952, Dr. Amarjit Chopra has completed his graduation in 1971 and post graduation in 1973 from Delhi University. He became a Chartered Accountant in 1975 and completed his Ph.D. on the topic "NPA Management in Banks: A Comparison of Public and Private Sector Banks in India” in 2022.

Dr. Amarjit Chopra has over 49 years of experience and is currently a Senior Partner at GSA & Associates LLP, New Delhi.

As a nominee of the Government of India (GOI), he has been a Director on the Boards of Bank of Baroda (2006-09), Indian Bank (2011-14) and Garden Reach Ship Builders and Engineers Limited (2011-14). He was also the Chairman of the Audit Committee of the aforesaid companies. He was also nominated by the GOI to i) the Bench II of Disciplinary Committee of ICAI from 2018-22; ii) Chairman of the National Advisory Committee on Accounting Standards from 2014-18, during which time introduction of IND AS equivalent to IFRS was undertaken and iii) Member of the Investor Education Protection Authority.

Dr. Chopra had chaired the Committee to revise: i) Manufacturing and Other Companies Auditors Report Order in 2003 and ii) Companies Auditor’s Report Order (CARO) in 2019. With respect to the International Federation of Accountants, he has been: i) Technical Advisor to International Auditing and Assurance Standards Board during 2009-10 and ii) Member of Professional Accountancy Organising Development Committee from 2011-14 including Vice Chairman during 2013-14. He has also been a part time member of NFRA from 2020-23.

Dr. Chopra has also held the following coveted positions:

• i) President in 2010-11;

• ii) Vice President in 2009-10;

• iii) elected to the Northern India Regional Council from 1985-91 where he was also the Chairman for 1988-89; iv) elected to Central Council from 1983-2013;

• v) He was also the Chairman of the Accounting Standards Board, Auditing and Assurance Standards Board, Financial Reporting Review Board, Corporate Laws Committee, Expert Advisory Committee, Disciplinary Committee, Executive Committee, Examination Committee etc.

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Dr. Chopra is conferred with Honorary Membership by Australian Institute of Chartered Accountants and honorary life membership by International Association of Accountants London.

He has delivered more than 3,500 lectures on matters of professional interest in India and abroad and has participated in debates on various TV channels. He is on the roaster of the IMF as a resource person and has conducted missions in Mauritius, Bhutan and Seychelles and has also jointly authored a book on Indian Accounting Standards (Ind As)

• Dr. Amarjit Chopra is currently a Director on the Board of the following companies:

• i) Tata Power Trading Company Limited;

• ii) Maithon Power Limited;

• iii) SBI Mutual Fund Trustee Company Private Limited;

• iv) Rico Auto Industries Limited;

• v) Roop Automotives Limited;

• vi) ICAI Accounting Research Foundation Limited.

A copy of the draft letter of appointment of Dr. Amarjit Chopra setting out the terms and conditions of appointment is available for inspection by the Members at the Registered and Corporate Office of the Company.

This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.

Details of Dr. Amarjit Chopra are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Pursuant to Regulation 17 (1A) of the SEBI (LODR) Regulations, a Company may appoint or continue the directorship of any person as a nonexecutive director who has attained the age of 75 years only after obtaining approval of the shareholders by way of a special resolution.

Dr. Amarjit Chopra will attain the age of 75 years on June 27, 2027. Considering his vast experience, exposure and expertise, the Nomination and Remuneration Committee and the Board of Directors are of the view that his appointment as Independent Director and continuing his directorship beyond the age of 75 years, up to completion of his first term of five years on August 7, 2029, will be beneficial to the Company.

Dr. Amarjit Chopra is interested in the resolution set out in the item of the Notice. The relatives of Dr. Amarjit Chopra may be deemed to be interested in the resolution set out in the item of the Notice, to the extent of their shareholding interest, if any, in the Company.

None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board of Directors recommends the Special Resolution set out in the Notice for approval by the members.

Registered Office: A 901-905, 9th Floor, 215, Atrium, Andheri – Kurla Road, Andheri (East) Mumbai – 400 093 August 8, 2024

By Order of the Board For Seamec Limited

Sd/-

S. N. Mohanty President – Corporate Affairs, Legal and Company Secretary Membership No.: F3434

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ANNEXURE TO THE NOTICE

Details of Director seeking appointment

	ANNEXURE TO THE NOTICE Details of Director seekingappointment
Name of the Director	Dr. Amarjit Chopra
DIN	00043355
Age	72
Date of First Appointment on the Board	08.08.2024
Qualifications	• Graduate from Delhi University – 1971 • Post graduate from Delhi University – 1973 • Chartered Accountant – 1975 • Ph.D. on the topic "NPA Management in Banks: A Comparison of Public and Private Sector Banks in India” – 2022
Brief profile and nature of his expertise in specific functional areas	➢ Dr. Amarjit Chopra has over 49 years of experience and is a Senior Partner at GSA & Associates LLP, New Delhi. ➢ Dr. Chopra has held key positions and roles as under: • Board of Bank of Baroda (2006-09) as a Nominee of GOI • Board of Indian Bank (2011-14) as a Nominee of GOI • Board of Garden Reach Ship Builders and Engineers Limited (2011-14) as a Nominee of GOI • Chairman of Audit Committees of the aforesaid companies. • Director of Insurance and Regulatory Authority (including member of the Committee on Accounting Issues of Insurance Companies), South Asian Federation of Accountants, Confederation of Pacific Accountants for the year 2010-11. • Nominated by the GOI to the Bench II of Disciplinary Committee of ICAI from 2018-22. • Chairman of National Advisory Committee on Accounting Standards (2014-18) as nominated by GOI (introduction of IndAS equivalent to IFRS) • Member of the Investor Education Protection Authority as nominated by GOI • Chaired the Committee to revise Manufacturing and Other Companies Auditors Report Order in 2003 and to revise Companies Auditor’s Report Order (CARO) in 2019 • Member of the Standing Committee on Corporate Laws since 3 years. • Technical Advisor to International Auditing and Assurance Standards Board of IFAC (2009-10) • Member of Professional Accountancy Organising Development Committee of IFAC (2011-14) including Vice Chairman during 2013-14 • President (2010-11) and Vice President (2009-10) - ICAI • Elected to the Northern India Regional Council of ICAI from 1985-1991 (Chairman for 1988-89) • Elected to Central Council of ICAI from 1998-2013 • Chairman of the Accounting Standards Board, Auditing and Assurance Standards Board, Financial Reporting Review Board, Corporate Laws Committee, Expert Advisory Committee, Disciplinary Committee, Executive Committee, Examination Committee etc. • Technical Advisor to International Auditing and Assurance Standards Board of IFAC during 2009-10 • Part Time Member of NFRA from 2020-23. ➢ He is conferred with Honorary Membership by Australian Institute of Chartered Accountants and honorary life membership by International Association of Accountants London. ➢ He has delivered more than 3,500 lectures on matters of professional interest in India and abroad and has participated in debates on various TV channels. ➢ He is on the roaster of the IMF as a resource person and has conducted missions in Mauritius,Bhutan and Seychelles.

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	➢ He has jointly authored a book on Indian Accounting Standards (Ind As) ➢ He is currently a Director on the Board of Tata Power Trading Company Ltd, Mathon Power Ltd, SBI Mutual Fund Trustees Companies Pvt Ltd, Rico Auto Industries Ltd., Roop Auto Ltd, Management Development Institute Gurugram, Accounting Research Foundation Ltd etc.	➢ He has jointly authored a book on Indian Accounting Standards (Ind As) ➢ He is currently a Director on the Board of Tata Power Trading Company Ltd, Mathon Power Ltd, SBI Mutual Fund Trustees Companies Pvt Ltd, Rico Auto Industries Ltd., Roop Auto Ltd, Management Development Institute Gurugram, Accounting Research Foundation Ltd etc.	➢ He has jointly authored a book on Indian Accounting Standards (Ind As) ➢ He is currently a Director on the Board of Tata Power Trading Company Ltd, Mathon Power Ltd, SBI Mutual Fund Trustees Companies Pvt Ltd, Rico Auto Industries Ltd., Roop Auto Ltd, Management Development Institute Gurugram, Accounting Research Foundation Ltd etc.	➢ He has jointly authored a book on Indian Accounting Standards (Ind As) ➢ He is currently a Director on the Board of Tata Power Trading Company Ltd, Mathon Power Ltd, SBI Mutual Fund Trustees Companies Pvt Ltd, Rico Auto Industries Ltd., Roop Auto Ltd, Management Development Institute Gurugram, Accounting Research Foundation Ltd etc.
Terms and conditions of appointment	As per Item in the Notice read with Explanatory Statement thereto, Dr. Amarjit Chopra is proposed to be appointed as a Non-Executive Independent Director.
Remuneration last drawn (including sittingfees,if any)	Sitting fees aggregating to Rs. 2,00,000 plus incidental expenses.
Remunerationproposed to bepaid	Asper Item of the Notice read with ExplanatoryStatement thereto
Shareholding in the Company as on March 31,2024	NIL
Number of Meetings attended duringfinancialyear(2023-24)	The appointment is effective from 08.08.2024
Directorships held in other companies (excluding foreign companies and Section 8 companies)	1. RICO AUTO INDUSTRIES LIMITED 2. ROOP AUTOMOTIVES LIMITED 3. TATA POWER TRADING COMPANY LIMITED 4. MAITHON POWER LIMITED 5. ICAI ACCOUNTING RESEARCH FOUNDATION 6. SBI MUTUAL FUND TRUSTEE COMPANY PRIVATE LIMITED
Membership / Chairmanship of Committees of other Boards in which he is a Director	Sr No.	Name of the Company	Type of Committee	Position
	1	RICO AUTO INDUSTRIES LIMITED	Audit Committee	Chairman
			Stakeholders Relationship Committee	Member
			Risk Management Committee	Member
			Budget & Investment Committee	Member
	2	Tata Power Trading Co. Limited	Audit Committee	Chairman
			CSR Committee	Chairman
	3	ICAI Accounting Research Foundation	Audit Committee	Chairman
	4	SBI Mutual Fund Trustee CompanyPvt. Ltd.	Audit Committee	Chairman
	5	Maithon Power Ltd.	Audit Committee	Chairman
			Stakeholders Relationship Committee	Chairman
			Risk Management Committee	Chairman
	6	Roop Automotives Limited	Banking & Finance	Member
Inter-se relationship with other Directors and Key Managerial Personnel	Dr. Amarjit Chopra is not related to any Director or Key Managerial Personnel.

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