Notice is hereby given that the 57th Annual General Meeting of The State TradingCorporation of India Limited will be held on Wednesday, the 25th September, 2013 at 3.00P.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 audited Balance Sheet as at 31st March, 2013, andStatement of Profit & Loss for the year ended 31st March, 2013, together with thereports 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 andbeing eligible, has offered himself for re-appointment.
4. To appoint a Director in place of Shri R.H. Dholakia, who retires by rotation andbeing eligible, has offered himself for re-appointment.
5. To appoint a Director in place of Shri Uday N. Abhyankar, who retires by rotationand being eligible, has offered himself for re-appointment.
6. To appoint a Director in place of Shri S.C. Tripathi, who retires by rotation andbeing eligible, has offered himself for re-appointment.
7. To authorize Board of Directors of the Company to fix remuneration of the StatutoryAuditor(s) of the Company in terms of the provisions of Section 224 (8) (aa) of theCompanies 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 authorizedto decide and fix the remuneration of the Statutory/Branch Auditors of the Companyappointed by Comptroller and Auditor General of India for the financial year 2013-14, asmay be deemed fit by the Board."
8. To consider, and if thought fit, to pass, with or without modification(s), thefollowing 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 appointedas 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 totime."
9. To consider, and if thought fit, to pass, with or without modification(s), thefollowing 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 appointedas 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 totime."
| ||By order of the Board of Directors |
|Registered Office: ||sd/- |
|Jawahar Vyapar Bhawan ||(R.K. Gogia) |
|Tolstoy Marg, New Delhi - 110001 ||Company Secretary |
|Dated : 13.08.2013 || |
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE PROXY FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THECOMPANY NOT LATER THAN FORTY-EIGHT HOURS (48 HRS.) BEFORE THE TIME OF COMMENCEMENT OF THEMEETING. 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 underClause 49 of the Listing Agreement with the Stock Exchanges are annexed hereto and formpart of the Notice.
4. The Register of Members and Share Transfer Books of the Company will remain closedfrom 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 atthe said Annual General Meeting.
5. The Board had recommended a dividend of Rs. 2/- per share at its meeting held on30.05.2013. 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 ofMembers of the Company after giving effect to all valid share transfers in physical formlodged with the Company on or before Friday, the 20th September, 2013 and the respectiveBeneficial Owners as at the close of business hours on Friday, the 20th September, 2013 asper details thereof to be furnished by the depositories in case of shares keptelectronically.
6. Share transfer documents and all correspondence relating thereto, should beaddressed 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: firstname.lastname@example.org. M/s MCS Limited is also thedepository interface of the Company with both NSDL and CDSL.
7. The Company has designated an exclusive e-mail ID, namely, email@example.com forredressal of shareholders/investors complaints/grievances. In case of anyqueries/ 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 accountdetails and 9-digit MICR Code of their bankers, as noted in the records of theirdepository, shall be used for the purpose of remittance of dividend through ElectronicClearing Service (ECS), or for printing on dividend warrants wherever applicable.
9. Members are requested to immediately notify any change of address or updation ofbank account particulars or other details to: (i) their Depository Participants (DP) inrespect of shares held in dematerialized form, and (ii) the Company at its RegisteredOffice or its Registrar & Transfer Agents, M/s MCS Ltd., in respect of physicalshares, if any, quoting their folio number.
10. Reserve Bank of India is providing ECS facility for payment of dividend in selectcities. Members holding shares in physical form and who are desirous of availing thisfacility may give the details of their bank account i.e. 9-digit MICR Code, alongwithphotocopy of a cheque or a blank cancelled cheque relating to the designated bank accountlatest 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, themembers holding shares in physical form are requested to provide their bank accountnumber, name and address of the bank/ branch to the Company or M/s MCS Ltd. forincorporation of the same on the dividend warrant.
12. Pursuant to Section 205A read with Section 205C of the Companies Act, 1956, thedividend amounts which remain unpaid or unclaimed for a period of seven years from thedate of transfer to Unpaid Dividend Account of the company are required to be transferredto the Investor Education & Protection Fund of the Central Government. After suchtransfer, members have no claim whatsoever on the amount. Therefore, members who have notyet encashed any dividend warrant(s) issued earlier are requested to make their claims tothe company, without any delay.
13. Members desirous of obtaining any information/ clarification(s) concerning theaccounts and operations of the Company or intending to raise any query are requested toforward the same at least 10 days before the date of the meeting to Company Secretary atthe 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 validityperiod, may write to the Company at its Registered Office for revalidating the warrants orpayment 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 isavailable to individual shareholders. Members holding shares in physical form may nominatea person in respect of all the shares held by them whether singly or jointly. Members whohold shares in individual name are advised to avail the nomination facility by filing formNo.2 B in their own interest. Blank forms can be had from M/s MCS Limited or from theoffice of the Company on request. Members holding shares in dematerlised form may contacttheir respective DPs for registration of nomination.
16. Members holding physical shares in multiple folios in identical names are requestedto send their share certificates to Companys 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 signedat the meeting.
(ii) quote their Folio/DP & client identification No. in all correspondence withthe Company/Registrar & Share Transfer Agents.
(iii) note that in case of joint holders attending the meeting, only such joint holderwho is higher in the order of names will be entitled to vote.
(iv) note that the Corporate Members intending to send their authorized representativesare required to send a duly certified copy of the Board Resolution authorizing theirrepresentatives to attend and vote at the Annual General Meeting.
(v) not bring brief case, bags, eatables, cell phones etc. as they are prohibitedinside 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 causeof Green initiative by registering their e-mail ID by submitting E-COMMUNICATIONREGISTRATION FORM inserted in the annual report.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956.
ITEM NO. 8
APPOINTMENT OF SHRI MANOJ MISHRA AS DIRECTOR (FINANCE)
Shri Manoj Mishra was appointed as Director (Finance) by the President of India videOrder No. A-12022/11/2012-E. IV dated 10.10.2012. He joined the Board as an AdditionalDirector w. e. f. 15.10.2012. In terms of Section 260 of the Companies Act, 1956, he holdsoffice up to conclusion of 57th Annual General Meeting of the Company and is eligible forre-appointment. The Company has received necessary letter of consent from him underSection 264(1) of the Companies Act, 1956. A brief resume of Shri Manoj Mishra is given inthe Annexure to the Notice. None of the Directors, except Shri Manoj Mishra is interestedor concerned in the resolution.
The Board of Directors considers that in view of the background and experience of ShriManoj 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.
ITEM NO. 9
APPOINTMENT OF SHRI RAJIV CHOPRA AS DIRECTOR (MARKETING)
Shri Rajiv Chopra was appointed as Director (Marketing) by the President of India videOrder No. A-12022/10/2012-E. IV dated 31.12.2012. He joined the Board as an AdditionalDirector w. e. f. 01.01.2013. In terms of Section 260 of the Companies Act, 1956, he holdsoffice up to conclusion of 57th Annual General Meeting of the Company and is eligible forre-appointment. The Company has received necessary letter of consent from him underSection 264(1) of the Companies Act, 1956. A brief resume of Shri Rajiv Chopra is given inthe Annexure to the Notice. None of the Directors, except Shri Rajiv Chopra is interestedor concerned in the resolution.
The Board of Directors considers that in view of the background and experience of ShriRajiv 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.
| ||By order of the Board of Directors |
|Registered Office: || |
|Jawahar Vyapar Bhawan, ||sd/- |
|Tolstoy Marg, New Delhi - 110001 ||(R.K. Gogia) |
|Dated : 13.08.2013 ||Company Secretary |