State Trading Corporation of India Ltd

Notice is hereby given that the 57th Annual General Meeting of The State Trading Corporation of India Limited will be held on Wednesday, the 25th September, 2013 at 3.00 P.M. at the Registered Office of the Corporation at Jawahar Vyapar Bhawan, Tolstoy Marg, New Delhi-110001, to transact the following business:

Ordinary Business

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2013, and Statement of Profit & Loss for the year ended 31st March, 2013, together with the reports of the Directors and Auditors thereon and comments of the Comptroller & Auditor General of India in terms of Section 619 of the Companies Act, 1956.

2. To declare dividend on equity shares for the year 2012-13.

3. To appoint a Director in place of Shri Naresh Dayal, who retires by rotation and being eligible, has offered himself for re-appointment.

4. To appoint a Director in place of Shri R.H. Dholakia, who retires by rotation and being eligible, has offered himself for re-appointment.

5. To appoint a Director in place of Shri Uday N. Abhyankar, who retires by rotation and being eligible, has offered himself for re-appointment.

6. To appoint a Director in place of Shri S.C. Tripathi, who retires by rotation and being eligible, has offered himself for re-appointment.

7. To authorize Board of Directors of the Company to fix remuneration of the Statutory Auditor(s) of the Company in terms of the provisions of Section 224 (8) (aa) of the Companies Act, 1956 and to pass the following resolution, with or without modification(s), as an Ordinary Resolution :

"RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to decide and fix the remuneration of the Statutory/Branch Auditors of the Company appointed by Comptroller and Auditor General of India for the financial year 2013-14, as may be deemed fit by the Board."

Special Business

8. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT Shri Manoj Mishra, who, on appointment by the President of India, joined the Board as an Additional Director w. e. f. 15.10.2012, be and is hereby appointed as Director (Finance) of the Company, liable to retire by rotation, on such terms, conditions and tenure as may be determined by the President of India from time to time."

9. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT Shri Rajiv Chopra, who, on appointment by the President of India, joined the Board as an Additional Director w. e. f. 01.01.2013, be and is hereby appointed as Director (Marketing) of the Company, liable to retire by rotation, on such terms, conditions and tenure as may be determined by the President of India from time to time."

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS (48 HRS.) BEFORE THE TIME OF COMMENCEMENT OF THE MEETING. BLANK PROXY FORM IS ENCLOSED AT THE END OF THE ANNUAL REPORT.

2. Relevant Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of the Special Business, as set out above is annexed hereto.

3. Brief resumes of the Directors seeking appointment/ re-appointment as mandated under Clause 49 of the Listing Agreement with the Stock Exchanges are annexed hereto and form part of the Notice.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, the 21st September, 2013 to Wednesday, the 25th September, 2013 (both days inclusive) for the purpose of payment of dividend, if any, to be declared at the said Annual General Meeting.

5. The Board had recommended a dividend of Rs. 2/- per share at its meeting held on 30.05.2013. The Dividend, if approved by the Members at the said Annual General Meeting, will be paid before 24.10.2013 to the members whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before Friday, the 20th September, 2013 and the respective Beneficial Owners as at the close of business hours on Friday, the 20th September, 2013 as per details thereof to be furnished by the depositories in case of shares kept electronically.

6. Share transfer documents and all correspondence relating thereto, should be addressed to the Registrars and Share Transfer Agents of the Company - M/s MCS Limited: F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020; Phone Nos: 41406149/50/51/52; Fax: 41709881; email ID: admin@mcsdel.com. M/s MCS Limited is also the depository interface of the Company with both NSDL and CDSL.

7. The Company has designated an exclusive e-mail ID, namely, cs@stc.gov.in for redressal of shareholders’/investors’ complaints/grievances. In case of any queries/ complaints or grievances, members may write at the above e-mail address.

8. Members holding shares in electronic form may please note that the bank account details and 9-digit MICR Code of their bankers, as noted in the records of their depository, shall be used for the purpose of remittance of dividend through Electronic Clearing Service (ECS), or for printing on dividend warrants wherever applicable.

9. Members are requested to immediately notify any change of address or updation of bank account particulars or other details to: (i) their Depository Participants (DP) in respect of shares held in dematerialized form, and (ii) the Company at its Registered Office or its Registrar & Transfer Agents, M/s MCS Ltd., in respect of physical shares, if any, quoting their folio number.

10. Reserve Bank of India is providing ECS facility for payment of dividend in select cities. Members holding shares in physical form and who are desirous of availing this facility may give the details of their bank account i.e. 9-digit MICR Code, alongwith photocopy of a cheque or a blank cancelled cheque relating to the designated bank account latest by 20th September, 2013 to the Registrar and Share Transfer Agents, M/s MCS Ltd.

11. In order to avoid the incidence of fraudulent encashment of dividend warrants, the members holding shares in physical form are requested to provide their bank account number, name and address of the bank/ branch to the Company or M/s MCS Ltd. for incorporation of the same on the dividend warrant.

12. Pursuant to Section 205A read with Section 205C of the Companies Act, 1956, the dividend amounts which remain unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the company are required to be transferred to the Investor Education & Protection Fund of the Central Government. After such transfer, members have no claim whatsoever on the amount. Therefore, members who have not yet encashed any dividend warrant(s) issued earlier are requested to make their claims to the company, without any delay.

13. Members desirous of obtaining any information/ clarification(s) concerning the accounts and operations of the Company or intending to raise any query are requested to forward the same at least 10 days before the date of the meeting to Company Secretary at the Registered Office of the Company, so that the same may be attended to appropriately.

14. Members, who are not able to encash their dividend warrants within the validity period, may write to the Company at its Registered Office for revalidating the warrants or payment in lieu of such warrants in the form of demand draft.

15. In terms of Section 109 A of the Companies Act, 1956, nomination facility is available to individual shareholders. Members holding shares in physical form may nominate a person in respect of all the shares held by them whether singly or jointly. Members who hold shares in individual name are advised to avail the nomination facility by filing form No.2 B in their own interest. Blank forms can be had from M/s MCS Limited or from the office of the Company on request. Members holding shares in dematerlised form may contact their respective DPs for registration of nomination.

16. Members holding physical shares in multiple folios in identical names are requested to send their share certificates to Company’s Registrar and Share Transfer Agents, M/s MCS Limited for consolidation.

17. Members are requested to:-

(i) bring their copies of Annual Report and Attendance Slip duly completed and signed at the meeting.

(ii) quote their Folio/DP & client identification No. in all correspondence with the Company/Registrar & Share Transfer Agents.

(iii) note that in case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

(iv) note that the Corporate Members intending to send their authorized representatives are required to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting.

(v) not bring brief case, bags, eatables, cell phones etc. as they are prohibited inside the meeting hall for security reasons.

(vi) note that no gifts/coupons will be distributed at the meeting.

18. Shareholders holding shares in physical form are invited to contribute to the cause of Green initiative by registering their e-mail ID by submitting E-COMMUNICATION REGISTRATION FORM inserted in the annual report.

APPOINTMENT OF SHRI MANOJ MISHRA AS DIRECTOR (FINANCE)

Shri Manoj Mishra was appointed as Director (Finance) by the President of India vide Order No. A-12022/11/2012-E. IV dated 10.10.2012. He joined the Board as an Additional Director w. e. f. 15.10.2012. In terms of Section 260 of the Companies Act, 1956, he holds office up to conclusion of 57th Annual General Meeting of the Company and is eligible for re-appointment. The Company has received necessary letter of consent from him under Section 264(1) of the Companies Act, 1956. A brief resume of Shri Manoj Mishra is given in the Annexure to the Notice. None of the Directors, except Shri Manoj Mishra is interested or concerned in the resolution.

The Board of Directors considers that in view of the background and experience of Shri Manoj Mishra, it would be in the interest of the Company to appoint him as Director (Finance) of the Company. The Board recommends the resolution for your approval.

APPOINTMENT OF SHRI RAJIV CHOPRA AS DIRECTOR (MARKETING)

Shri Rajiv Chopra was appointed as Director (Marketing) by the President of India vide Order No. A-12022/10/2012-E. IV dated 31.12.2012. He joined the Board as an Additional Director w. e. f. 01.01.2013. In terms of Section 260 of the Companies Act, 1956, he holds office up to conclusion of 57th Annual General Meeting of the Company and is eligible for re-appointment. The Company has received necessary letter of consent from him under Section 264(1) of the Companies Act, 1956. A brief resume of Shri Rajiv Chopra is given in the Annexure to the Notice. None of the Directors, except Shri Rajiv Chopra is interested or concerned in the resolution.

The Board of Directors considers that in view of the background and experience of Shri Rajiv Chopra, it would be in the interest of the Company to appoint him as Director (Marketing) of the Company. The Board recommends the resolution for your approval.