State Trading of India : Notice of 60th AGM of the Company to be held on 29-09-2016

(A Government of India Enterprise)

Registered office: Jawahar Vyapar Bhawan, Tolstoy Marg, New Delhi-110001 Tel. No.: 011-23313177 Fax: 011-23701123, 23701191

E-mail: co@stclimited.co.in Website: www.stclimited.co.in

Notice is hereby given that the 60th Annual General Meeting of The State Trading Corporation of India Limited will be held on Thursday, the 29th September, 2016 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:

1. To receive, consider and adopt the Standalone & Consolidated Audited Financial Statement, containing Balance Sheet as at March 31, 2016, Profit & Loss Account and Cash Flow Statement of the Corporation, for the year ended March 31, 2016 together with the Report of the Board, Reports & Comments of the Auditors and Comptroller & Auditor General of India thereon and reply of the management thereto.

2. To appoint a Director in place of Shri Rajiv Chopra (holding DIN 06466326), who retires by rotation and being eligible, offers himself for re-appointment .

3. To appoint a Director in place of Shri Sanjeev Kumar Sharma (holding DIN 06942536) who retires by rotation and being eligible, offers himself for re-appointment.

4. To authorize Board of Directors of the Company to fix the remuneration of the Statutory / Branch Auditor(s) of the Company and to pass the following resolution, with or without modification(s), as an Ordinary Resolution :

   "RESOLVED THAT in terms of the provisions of Section 139(5) read with Section 142(1) of the Companies Act, 2013 and rules made thereunder, 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 2016-17, as may be deemed fit by the Board."

   Special Businesses:

5. To consider, and if thought fit approve the Appointment of Shri Prasanta Kumar Das (holding DIN: 03145622) as Director and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 152, 160 and other applicable provisions if any of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also provisions of Article 79 of Articles of Association of the Company; Shri Prasanta Kumar Das (holding DIN 03145622) who was appointed by the Government of India vide its Order dated February 18, 2016 and subsequently appointed as Additional Director (Director (Marketing)) by the Board of Directors with effect from February 19, 2016 to hold office upto the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from the Director himself under Section 160 (1) of the Companies Act, 2013, be and is hereby appointed as Director of the Company liable to retire by rotation on such terms, conditions and tenure as may be determined by the Government of India from time to time.

6. To consider, and if thought fit approve the Appointment of Shri Sanjeev Kumar Gupta (holding DIN: 01127710) as Director and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 152, 160 and other applicable provisions if any of the

   Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also provisions of Article 79 of Articles of Association of the Company; Shri Sanjeev Kumar Gupta (holding DIN 01127710) who was appointed by the Government of India vide its Order dated April 25, 2016 and subsequently appointed as Additional Director (Director (Marketing)) by the Board of Directors with effect from April 27, 2016 to hold office upto the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from the Director himself under Section 160 (1) of the Companies Act, 2013, be and is hereby appointed as Director of the Company liable to retire by rotation on such terms, conditions and tenure as may be determined by the Government of India from time to time.

7. To consider, and if thought fit approve the Appointment of Dr. Nanjiah Sundaradevan (holding DIN: 00223399) as an Independent Director and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and other applicable provisions if any of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also provisions of Article 79 of Articles of Association of the Company, Dr. Nanjiah Sundaradevan (holding DIN: 00223399) who was appointed as part time non-official Director (Independent Director) by the Government of India, vide its Order dated June 15, 2016 and subsequently appointed as Additional Director by the Board of Directors with effect from August 03, 2016 to hold office upto the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 (1) of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation on such terms, conditions and tenure as may be determined by the Government of India from time to time."

8. To consider, and if thought fit approve the Appointment of Shri Sunil Harshadray Trivedi (holding DIN: 01670280) as an Independent Director and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and other applicable provisions if any of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also provisions of Article 79 of Articles of Association of the Company, Shri Sunil Harshadray Trivedi (holding DIN: 01670280) who was appointed as part time non-official Director (Independent Director) by the Government of India, vide its Order dated June 15, 2016 and subsequently appointed as an Additional Director by the Board of Directors with effect from August 03, 2016 to hold office upto the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 (1) of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation on such terms, conditions and tenure as may be determined by the Government of India from time to time."

9. To consider, and if thought fit approve the Appointment of Dr. Krishnamachari Rangarajan (holding DIN: 07579562) as an Independent Director and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and other applicable provisions if any of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also provisions of Article 79 of Articles of Association of the Company, Dr. Krishnamachari Rangarajan (holding DIN: 07579562) who was appointed as part time non-official Director (Independent Director) by the Government of India, vide its Order dated June 15, 2016 and subsequently appointed as an Additional Director by the Board of Directors with effect from August 03, 2016 to hold office upto the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 (1) of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation on such terms, conditions and tenure as may be determined by the Government of India from time to time."

10. To consider, and if thought fit approve the Appointment of Shri Arvind Gupta (holding DIN 00090360) as an Independent Director and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152, 160 and other applicable provisions if any of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also provisions of Article 79 of Articles of Association of the Company, Shri Arvind Gupta (holding DIN 00090360) who was appointed as part time non-official Director (Independent Director) by the Government of India, vide its Order dated June 15, 2016 and subsequently appointed as an Additional Director by the Board of Directors with effect from August 03, 2016 to hold office upto the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 (1) of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation on such terms, conditions and tenure as may be determined by the Government of India from time to time."

By order of the Board of Directors

Jawahar Vyapar Bhawan, sd/-

Tolstoy Marg, New Delhi - 110001 (Ritu Arora)

Dated: August 26, 2016 Company Secretary

FCS 5270

1. Relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Secretarial Standard

-2 on General Meeting in respect of the Special Businesses, as set out above is annexed hereto.

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 ANNUAL GENERAL MEETING I.E. BY 3:00 P.M.. ON 27th SEPTEMBER, 2016. BLANK PROXY FORM IS ENCLOSED.
2. PURSUANT TO THE PROVISIONS OF SECTION 105 OF THE COMPANIES ACT, 2013, A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 (FIFTY) MEMBERS AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES ETC. MUST BE SUPPORTED BY APPROPRIATE RESOLUTION/ AUTHORITY AS APPLICABLE.

1. Every member entitled to vote a meeting of the company or on any resolution to be moved thereat, shall be entitled during the period beginning twenty four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three day's notice in writing of the intension to inspect is given to the company.

2. Corporate Members intending to send their authorized representatives to the meeting are required to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting.

3. Brief resumes of the Directors seeking appointment/ re-appointment as mandated under Regulation 36 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 are annexed hereto and form part of the Notice. The directors have furnished consent/declaration for their appointment/re-appointment as required under the Companies Act, 2013 and the rules thereunder.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, the 22nd September, 2016 to Thursday, the 29th September, 2016 (both days inclusive) for the purpose of Annual General Meeting.

5. The register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM venue.

6. The Register of Contracts or arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM venue.

7. Share transfer documents and all correspondence relating thereto, should be addressed to the Registrars and Share Transfer Agents of the Company - MCS Share Transfer Agents Limited (F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020; Phone No: 41406149 ; Fax: 41709881; email ID: admin@mcsregistrars. com) who is also the depository interface of the Company with both NSDL and CDSL.

8. The Company has designated an exclusive e-mail ID, namely, cs@stclimited.co.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.

9. Members are requested to immediately notify any change of address or updation of bank account particulars or other details to:

10. their Depository Participants (DP) in respect of shares held in dematerialized form, and

11. the Company at its Registered Office or its Registrar & Transfer Agents, MCS Share Transfer Agent Limited, in respect of physical shares, if any, quoting their folio number.

12. Under Section 205C of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. The Company had, accordingly, transferred Rs.3,39,810/- and Rs.2,54,588/- being the unpaid and unclaimed dividend amount pertaining to Final Dividend, 2007-08 & Interim Dividend, 2008-09 on 24.11.2015 and 16.04.2016, respectively, to the Investor Education and Protection Fund of the Central Government.

    The Ministry of Corporate Affairs (MCA) on 10th May, 2012 notified the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. The objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends in respect of the financial years from 2007-08, as on the date of the 59th Annual General Meeting (AGM) held on 28th September, 2015, on the website of the IEPF viz. www.iepf.gov.in.

    A separate reminder has also been sent to members having unclaimed dividends pertaining to Final Dividend, 2008-09 & Interim Dividend, 2009-10. The unpaid / unclaimed final dividend for the FY 2008-09 and interim dividend for FY 2009-10 which is due for transfer to IEPF, should be claimed by the members before 30.10.2016 and 25.03.2017 respectively after which no claim shall lie against the Fund/ Company in respect of the said amount.

13. Members, who have not encashed their 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.

14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the Registrars and Share Transfer Agents.

15. Electronic copy of the Annual Report for 2015-16 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2015-16 are being sent in the permitted mode.

16. Electronic copy of the Notice of the 60th Annual General Meeting of the Company inter alia indicating the process and manner of remote e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 60th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

17. Members may also note that the Notice of the 60th Annual General Meeting and the Annual Report for 2015-16 will also be available on the Company's website www.stclimited.co.in for downloading by them. The physical copies of the aforesaid documents will also be available at the Company's Registered Office in New Delhi for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company Secretary's email id: cs@stclimited.co.in

19. Voting through electronic means

20. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2016, Secretarial Standard on General Meeting -2 and Regulation 44