(S) SEAMEC LIMITED ~ A member of MMG

Transcription

1 (S) SEAMEC LIMITED ~ A member of MMG SEAMEC/BSE/SM0/256/18 26th September, 2018 To, Deputy General Manager - Listing BSE Limited Corporate Relation Department, 1st Floor. Rotunda Building, New Marine Lines, Phirojee Jeejeebhoy Towers, Dalal Street, Mumbai Sub: Disclosure of Votin_g_Results carried through Postal Ballot - Regulation 44 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulal'ions, 2015 Dear Sir, Pursuant to Order dated 2Qth July, 2018, passed by National Company Law T1ibunal, a meeting of the Equity Shareholders of the Company was held on Wednesday, 26th September, 2018 at 1500 at Mirage Hotel, International Airport Approach Road, Marol, Andheri (East), Mumbai for approving the Scheme of Arrangement between Hal Offshore Limited and SEAMEC Limited and their respective Shareholders and Creditors (the "Scheme"). The Company made arrangement for approval of the Shareholders through Postal Ballot pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules This approval to the Scheme of Arrangement was sought in terms of the aforesaid SEBI Circular read with the requirements of the Stock Exchange, byway of Postal Ballot and E-voting, over and above the approval being sought in the Court-Convened Meeting of the Equity Shareholders of the Company held on 26th September The Company sought the consent of Shareholders (other than Promoter and Promoter Group Shareholders) for the scheme through resolution specified in the Notice in terms of SEBI Circular. The Proposed resolution approving the scheme was passed with requisite majority by Equity Shareholders of the Company as passed through Postal Ballot. The results of the Postal Ballot along with the Scrutinizers report is attached for your kind information and records. Kindly take the same on your record. Thanking you. Yours faithfully, For SEAMEC LIMITED "t~.:..- s. N. MoirANTY PRESIDENT Corporate Affairs, Legal & Company Secretary Encl.: As above Regd & Corporate Office A , 9th Floor. 215 Atrium, Andheri Kurla Road. Andheri (East). Mumbai India Tel Fax Contact@seamec in CIN NO: L63032MH1986 PLC

2 ~ RESULTS OF VOTING AS PER REGULATION 44 (3) Of THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS\ REGULATIONS 2015 SEAMEC LIMITED Date of the NCLT Convened 26th September, 2018 Meeting Total No. of Shareholders on record date/ Cutt- off date No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: 0 Public: 82 No. of shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Public: Resolution No.: 1 To approve the Scheme of Arrangement between HAL Offshore Limited and SEAMEC Limited Resolution Required: (Ordinary/Special) ORDINARY Whether promoter/ promoter group are interested in the agenda/ resolution? Yes Category Mode of No. of No. of % of Votes No.of % of Votes in % of Votes Voting Shares votes Polled on Votes No.of favour on votes against on held polled outstanding in favour Votes polled votes polled (1) (2) shares (4) against (6)=[(4)/(2)]*100 (7)=[(5)/(2)]* (3) = (5) 100 (2)/(1)]*100 Promoter E-Voting and Promoter Poll Group Postal Ballot (if applicable) Total Public E-Voting Institutions Poll Postal Ballot (if applicable) Total Public Non E-Voting Institutions Poll Postal Ballot (if applicable) Total TOTAL The number of votes polled in favour of the Ordinary Resolution are ( %). Thus, the Ordinary Resolution has been approved by Shareholders with requisite majority.

3 OS Satyajit Mishra & Co. Company Secretaries SCRUTINIZER'S REPORT ON THE VOTING BY POSTAL BALLOT AND REMOTE E-VOTING FACILITY 26th September, 2018 To, The Chairman Seamec Limited A , 9th Floor, 215 Atrium, Andheri Kurla Road, Andheri (East), Mumbai Dear Sir, Sub: Consolidated Scrutinizer's Report on Postal Ballot and e-voting conducted pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014, as amended to date, and voting through Postal ballot paper at the NCL T convened Meeting of shareholders of Company held Wednesday, 26 1 h September, 2018 at 3 :00 p.m. at Mirage Hotel, International Airport Approach Road, Marol, Andheri East, Mumbai I, Satyajit Mishra, Practicing Company Secretary have been appointed by Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated 20th July, 2018 as a Scrutinizer for the purpose of scrutinizing of vote casted by Postal Ballot and remote e voting to approve resolution set out in the Postal Ballot notice and e-voting notice dated 13th August, 2018 in the matter of the Scheme of Arrangement between HAL Offshore Ltd. and SEAMEC Ltd. and their respective shareholders and creditors under sections 230, 232 read with Section 66 and other applicable provisions ofthe Companies Act, Pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 ("the Act"), Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and in pursuance of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation,2015 ("SEBI Listing Regulations) read with applicable Secretarial Standards, the Company had provided its Members the Postal Ballot and Remote e-voting facility as provided by NSDL for the Resolution as set out in the Notice ofthe said Meeting. 2. The facility of voting through postal ballot was made available to the shareholders of the Company, Unit 404, Kamlacharan Commercial Premises Co-op Soc. Ltd., Jawahar Nagar Phatak, Above SRV Hospital, Goregaon (West), Mumbai Tel.: I I cs.smishra@gmail.com, satyajitmishra_cs@redi:ffmail.com

4 4. I submit my report as under: 5.1. Particulars of votes cast by electronic mode and through postal ballot have been entered in the register maintained for the purpose The Postal ballot forms were duly opened in my presence and scrutinized. I have relied on the information provided by CB Management Services Private Limited, Registrar and Share Transfer Agents of the Company in relation to details regarding number of shares and signature ofthe shareholders I did not find any defaced or mutilated Ballot Papers The Postal Ballot period had commenced on Monday,,27th August, 2018 (9:00 a.m,) and ended on Tuesday, 25th September, 2018 (5:00 p.m.) and e-voting period commenced on 27th August, 2018 (9.00 a.m.) and ended on 25th September, 2018 (5.00 p.m.). I have scrutinized the Remote e-voting details received from NSDL, the agency appointed for providing and supervising electronic platform, of votes cast through electronic mode up to 5:00 pm on 25th September, The votes cast were wnblocked thereafter in the presence of two witnesses: Mr. Gautam Sachapara and Ms. Aditi Patnaik who are not in the employment of the Company. Mr. Gautam Sachapara -~--~- Ms. Ad iti Patnaik 5.7. The Postal Ballot and e-voting data was scrutinized by me for verification of votes cast in favour and against the Resolution, as set out in the Notice ofthe Meeting. 6. A summary ofthe voting through postal ballot and e-voting is given as per Annexure A. 7. I have handed over the postal ballot forms and other related papers/ registers and records for the safe custody to the Chairman. 8. On the basis of the scrutiny of the Postal Ballot and votes cast through electronic mode, the Resolution as set out in the Notice of the Meeting has been passed by the Shareholders ofthe Company with requisite majority. 9. You may accordingly declare the result of voting by Ballot process (including votes cast through Remote e-voting and postal ballot).

5 ANNEXURE-A Scrutinizer's Reports SEAMEC INDIA LIMITED Resolution:- 1 ( COMBINED) TO APPROVE SCHEME OF ARRANGEMENT BETWEEN HAL OFFSHORE LIMITED AND SEAMEC LIMITED No. Of Shareholders Voted: 82 No. Of Invalid Voter: 1 No. Of Valid Voters: 82 No. Of Voters in FAVOUR: 80 No. Of Voters AGAINST: 2 Percentage of Voters in Favour : % Percentage of Voters Against: % No. of Votes (in no. of Shares) : No. Of Valid Votes ( in no. of Shares) : No. of Invalid Votes(in No. of Shares) No. Of votes(shares) in Favour : No. Of votes (Shares) Against : 11 Percentage of votes(shares) In Favour: % Percentage of votes(shares) Against :.0023 % Signature of Scrutinizer

6 ANNEXURE-A Scrutinizer's Reports SEAMEC INDIA LIMITED Resolution:- 1 ( E-VOTE) TO APPROVE SCHEME OF ARRANGEMENT BETWEEN HAL OFFSHORE LIMITED AND SEAMEC LIMITED No. Of Shareholders Voted: 66 No. Of Invalid Voter: 1 No. Of Valid Voters: 65 No. Of Voters in FAVOUR: 63 No. Of Voters AGAINST: 2 Percentage of Voters in Favour : % Percentage of Voters Against: % No. of Votes (in no. of Shares) : No. Of Valid Votes ( In no. of Shares) : No. of Invalid Votes(in No. of Shares) No. Of votes(shares) in Favour : No. Of votes (Shares) Against : 11 Percentage of votes(shares) in Favour: % Percentage of votes(shares) Against :.0023 % Signature of Scrutinizer

7 ANNEXURE-A Scrutinizer's Reports SEAMEC INDIA LIMITED Resolution:- 1 (Postal Ballot) TO APPROVE SCHEME OF ARRANGEMENT BETWEEN HAL OFFSHORE LIMITED AND SEAMEC INDIA LIMITED No. Of Shareholders Voted: 17 No. Of Rejected Voter: 0 No. Of Valid Voters: 17 No. Of Voters in FAVOUR: 17 No. Of Voters AGAINST: 0 Percentage of Voters in Favour : % Percentage of Voters Against: 0% No. of Votes (in no. of Shares) : 1405 No. Of Valid Votes ( in no. of Shares) : 1405 No. of Rejected Votes(in No. of Shares) 0 No. Of votes(shares) in Favour : 1405 No. Of votes (Shares) Against : 0 Percentage of votes(shares) in Favour: % Percentage of votes(shares) Against : 0% Signature of Scrutinizer

8 SEAMEC LIMITED A member of MMG"' SEAMEC/NSF/SM0/257(18 26th September, 2018 To, The Secretary, National Stock Exchange of India Ltd., 'EXCHANGE PLAZA', Bandra Kurla Complex, Bandra (East), Mumbai Sub: Disclosure of Voting Results carried through Postal Ballot - Regulation 44 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir, Pursuant to Order dated 20 1 h July, 2018, passed by National Company Law Tribunal, a meeting of the Equity Shareholders of the Company was held on Wednesday, 26th September, 2018at1500 at Mirage Hotel, International Airport Approach Road, Marol, Andheri (East), Mumbai for approving the Scheme of Arrangement between Hal Offshore Limited and SEAMEC Limited and their respective Shareholders and Creditors (the "Scheme"). The Company made arrangement for approval of the Shareholders through Postal Ballot pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules This approval to the Scheme of Arrangement was sought in terms of the aforesaid SEBI Circular read with the requirements of the Stock Exchange, by way of Postal Ballot and E-voting, over and above the approval being sought in the Court-Convened Meeting of the Equity Shareholders of the Company held on 26th September The Company sought the consent of Shareholders (other than Promoter and Promoter Group Shareholders) for the scheme through resolution specified in the Notice in terms of SEBI Circular. The Proposed resolution approving the scheme was passed with requisite majority by Equity Shareholders of the Company as passed through Postal Ballot. The results of the Postal Ballot along with the Scrutinizers report is attached for your kind information and records. Kindly take the same on your record. Thanking you. Yours faithfully For SEAMEC LIMITE ~~/ S. N. MOHANTY PRESIDENT Corporate Affairs, Legal & Company Secretary Encl.: As above Regd. &Corporate Office: A , 9th Floor, 215 Atrium, Andheri Kur1a Road, Andheri (East), Mumbai India Tel. : Fax : Contact@seamec.in CIN NO: L63032MH1986 PLC

9 ~ UESULTS OF VOTING AS PER REGULATION 44 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 SEAMEC LIMITED Date of the NCLT Convened 26th September, 2018 Meeting Total No. of Shareholders on record date/ Cutt- off date No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: 0 Public: 82 No. of shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Public: Resolution No.: 1 To approve the Scheme of Arrangement between HAL Offshore Limited and SEAMEC Limited Resolution Required: (Ordinary/ Special) ORDINARY Whether promoter/ promoter group are interested in the agenda/ resolution? Yes Category Mode of No.of No. of % of Votes No.of % of Votes in % of Votes Voting Shares votes Polled on Votes No.of favour on votes against on held polled outstanding in favour Votes polled votes polled (1) (2) shares (4) against (6)=[(4)/(2)]*100 (7)=[(5)/(2))* (3) = (5) 100 [(2)/(1)]""100 Promoter E-Voting and Promoter Poll Group Postal Ballot (if applicable) Total Public E-Voting Institutions Poll Postal Ballot (if applicable) Total Public Non E-Voting Institutions Poll Postal Ballot (if applicable) Total TOTAL The number of votes polled in favour of the Ordinary Resolution are ( %). Thus, the Ordinary Resolution has been approved by Shareholders with requisite majority.

10 US Satyajit Mishra & Co. Company Secretaries SCRUTINIZER'S REPORT ON THE VOTING BY POSTAL BALLOT AND REMOTE E-VOTING FACILITY 26th September, 2018 To, The Chairman Seamec Limited A , 9th Floor, 215 Atrium, Andheri Kurla Road, Andheri (East), Mumbai Dear Sir, Sub: Consolidated Scrutinizer's Report on Postal Ballot and e-voting conducted pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 ofthe Companies (Management and Administration) Rules 2014, as amended to date, and voting through Postal ballot paper at the NCL T convened Meeting of shareholders of Company held Wednesday, 26 1 h September, 2018 at 3:00 p.m. at Mirage Hotel, International Airport Approach Road, Maro!, Andheri East, Mumbai I, Satyajit Mishra, Practicing Company Secretary have been appointed by Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated 20th July, 2018 as a Scrutinizer for the purpose of scrutinizing of vote casted by Postal Ballot and remote e voting to approve resolution set out in the Postal Ballot notice and e-voting notice dated 13th August, 2018 in the matter of the Scheme of Arrangement between HAL Offshore Ltd. and SEAMEC Ltd. and their respective shareholders and creditors under sections 230, 232 read with Section 66 and other applicable provisions ofthe Companies Act, l. Pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 ("the Act"), Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and in pursuance of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation,2015 ("SEBI Listing Regulations) read with applicable Secretarial Standards, the Company had provided its Members the Postal Ballot and Remote e-voting facility as provided by NSDL for the Resolution as set out in the Notice ofthe said Meeting. 2. The facility of voting through postal ballot was made available to the shareholders of the Company, 3. The "Record date" for shareholders who were entitled to vote on the resolutions as contained in the Notice for postal ballot was 20th August, and Remote e-voting~.-: was 19th September, ~ ~;,,.. 1A.'f-~. \ /i ~ \I f~cs S7'i(). c~\', ~ C.P~1;; C::>) ~. ~ t--..: ic./'/ \ ~~ _.~, rt'. <..~/ ', fly S(;CI" /,, _ :..,...-""/ Unit 404, Kamlacharan Commercial Premises Co-op Soc. Ltd., Jawahar Nagar Phatak, Above SRV Hospital, Goregaon (West), Mumbai Tel.: I I cs.smishra@gmail.com, satyajitmishra_cs@rediffinail.com

11 4. I submit my report as under: 5.1. Particulars of votes cast by electronic mode and through postal ballot have been entered in the register maintained for the purpose The Postal ballot forms were duly opened in my presence and scrutinized. I have relied on the information provided by CB Management Services Private Limited, Registrar and Share Transfer Agents of the Company in relation to details regarding number of shares and signature ofthe shareholders I did not find any defaced or mutilated Ballot Papers The Postal Ballot period had commenced on Monday, 27th August, 2018 (9:00 a.m,) and ended on Tuesday, 25th September, 2018 (5:00 p.m.) and e-voting period commenced on 27th August, 2018 (9.00 a.m.) and ended on 25th September, 2018 (5.00 p.m.). I have scrutinized the Remote e-voting details received from NSDL, the agency appointed for providing and supervising electronic platform, of votes cast through electronic mode up to 5:00 pm on 25th September, The votes cast were unblocked thereafter in the presence of two witnesses: Mr. Gautam Sachapara and Ms. Aditi Patnaik who are not in the employment of the Company. Mr. Gautam Sachapara 5.7. The Postal Ballot and e-voting data was scrutinized by me for verification of votes cast in favour and against the Resolution, as set out in the Notice ofthe Meeting. 6. A summary ofthe voting through postal ballot and e-voting is given as per Annexure A. 7. I have handed over the postal ballot forms and other related papers/ registers and records for the safe custody to the Chairman. 8. On the basis of the scrutiny of the Postal Ballot and votes cast through electronic mode, the Resolution as set out in the Notice of the Meeting has been passed by the Shareholders ofthe Company with requisite majority.

12 ANNEXURE-A Scrutinizer's Reports SEAMEC INDIA LIMITED Resolution:- 1 ( COMBINED) TO APPROVE SCHEME OF ARRANGEMENT BETWEEN HAL OFFSHORE LIMITED AND SEAMEC LIMITED No. Of Shareholders Voted: 82 No. Of Invalid Voter: 1 No. Of Valid Voters: 82 No. Of Voters in FAVOUR: 80 No. Of Voters AGAINST: 2 Percentage of Voters in Favour : % Percentage of Voters Against: % No. of Votes (in no. of Shares) : No. Of Valid Votes ( in no. of Shares) : No. of Invalid Votes(in No. of Shares) No. Of votes(shares) in Favour : No. Of votes (Shares) Against : 11 Percentage of votes(shares) in Favour: % Percentage of votes(shares) Against :.0023 % Signature of Scrutinizer

13 ANNEXURE-A Scrutinizer's Reports SEAMEC INDIA LIMITED Resolution:- 1 ( E-VOTE) TO APPROVE SCHEME OF ARRANGEMENT BETWEEN HAL OFFSHORE LIMITED AND SEAMEC LIMITED No. Of Shareholders Voted: 66 No. Of Invalid Voter: 1 No. Of Valid Voters: 65 No. Of Voters in FAVOUR: 63 No. Of Voters AGAINST: 2 Percentage of Voters in Favour : % Percentage of Voters Against: % No. of Votes (in no. of Shares) : No. Of Valid Votes ( In no. of Shares) : No. of Invalid Votes(in No. of Shares) No. Of votes(shares) in Favour : No. Of votes (Shares) Against : 11 Percentage of votes(shares) in Favour: % Percentage of votes(shares) Against :.0023 % Signature of Scrutinizer

14 ANNEXURE-A Scrutinizer's Reports SEAMEC INDIA LIMITED Resolution:- 1 (Postal Ballot) TO APPROVE SCHEME OF ARRANGEMENT BETWEEN HAL OFFSHORE LIMITED AND SEAMEC INDIA LIMITED No. Of Shareholders Voted: 17 No. Of Rejected Voter: 0 No. Of Valid Voters: 17 No. Of Voters in FAVOUR: 17 No. Of Voters AGAINST: 0 Percentage of Voters in Favour : % Percentage of Voters Against: 0% No. of Votes (in no. of Shares) : 1405 No. Of Valid Votes ( in no. of Shares) : 1405 No. of Rejected Votes(in No. of Shares) 0 No. Of votes(shares) in Favour : 1405 No. Of votes (Shares) Against : 0 Percentage of votes(shares) in Favour: % Percentage of votes(shares) Against : 0% Signature of Scrutinizer