SEAMEC Ltd has launched a postal ballot / e-voting process seeking shareholder approval to increase the aggregate cap for related-party transactions (RPTs) with promoter-group entity HAL Offshore Ltd. The proposed approval covers chartering of vessels, diving operations and allied subsea/project support services, and is being sought under Regulation 23 of SEBI (LODR) Regulations read with Section 188 of the Companies Act, 2013.
Management said the enabling resolution is required because the anticipated business volume with HAL Offshore in the current planning period could breach the materiality threshold prescribed in the company’s RPT Policy (and SEBI norms), necessitating a prior nod from public shareholders. The company added that all such transactions will continue to be in the ordinary course of business and at arm’s-length pricing, benchmarked to prevailing charter rates and market terms.
Why this matters
- Operational continuity: Access to fit-for-purpose tonnage and diving teams on demand is crucial for timely execution of subsea maintenance, inspection, and project work. The enhanced cap is intended to avoid contract bottlenecks during peak activity.
- Compliance first: Because HAL Offshore is a promoter-group/related party, crossing the “material” limit (as defined by SEBI LODR / company policy) must be cleared by shareholders, with related parties abstaining from voting.
- Planning flexibility: An approved umbrella limit reduces repeat approvals for routine work orders, letting the company respond faster to client schedules in India and overseas.
What is being proposed (at a glance)
| Item | Details |
|---|---|
| Counterparty | HAL Offshore Ltd (promoter-group / related party) |
| Nature of transactions | Vessel charter, diving & subsea services, project support and allied services |
| Purpose | Enhance aggregate RPT cap beyond materiality threshold as per SEBI LODR & company policy |
| Pricing/terms | Arm’s-length, ordinary course; benchmarked to market/charter rates |
| Approval route | Postal ballot with e-voting; related parties to abstain |
| Voting window | As specified in the ballot notice to shareholders |
Context & rationale
SEAMEC operates and deploys multi-support vessels and diving spreads for inspection, maintenance and repair (IMR), hook-up and subsea services. Project schedules can be lumpy and time-critical, often requiring fleet redeployment and quick contracting. HAL Offshore owns/operates complementary assets and capabilities; the framework approval thus allows SEAMEC to secure capacity from a known, qualified counterparty on standard terms when third-party market supply is tight.
The company noted that the enabling approval does not itself create binding obligations; individual job orders will be raised as needed and captured through standard contract documentation and audit trails. The Audit Committee has reviewed the proposal and recommended it to the Board, consistent with the company’s RPT governance process (periodic review, independent director oversight, and disclosures).
What investors should track next
- Ballot timetable: Dispatch of the notice, cut-off date for voting eligibility, and e-voting start/end dates.
- Resolution text: The aggregate monetary cap and validity period proposed; any sub-limits by service type.
- Voting outcome: Public shareholder participation and percentage in favour; related parties will not vote.
- Subsequent disclosures: Quarterly RPT statements, utilisation updates against the approved cap, and any material contract summaries.
- Operational metrics: Vessel utilisation days, day-rates, and order-book visibility—key profit drivers for offshore service providers.
Outlook
If approved, the enhanced RPT limit should provide planning headroom and faster execution during busy windows, while keeping transactions within arm’s-length safeguards. For shareholders, ongoing transparency through quarterly RPT disclosures and audit oversight will be central to assessing whether the framework is being used efficiently and prudently to drive project delivery and asset utilisation.
