State Trading of India : Notice of 66th Annual General Meeting

THE STATE TRADING CORPORATION OF INDIA LIMITED

CIN: L74899DL1956GOI002674

Regd. Office: Jawahar Vyapar Bhawan, Tolstoy Marg, New Delhi-110001

Website:www.stclimited.co.in, email: [e-mail]

Telephone: [phone]

NOTICE

Notice is hereby given that the 66th Annual General Meeting of The State Trading Corporation of India Limited will be held on Friday, 30th September, 2022 at 11.00 A.M through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) facility, to transact the following business:

Ordinary Businesses:

1. To receive, consider and adopt the Standalone & Consolidated Audited Financial Statement, containing Balance Sheet as at March 31, 2022, Profit & Loss Account and Cash Flow Statement of the Company, for the year ended March 31, 2022 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 Shashank Priya (holding DIN 08538400), who retires by rotation and being eligible, offers himself for re-appointment.
3. To authorize the Board of Directors of the Company to fix the remuneration of the Statutory Auditor 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 Auditor of the Company appointed by Comptroller and Auditor General of India for the financial year 2022-23, as may be deemed fit by the Board."

	By order of the Board of Directors
	The State Trading Corporation of India Limited
Registered Office:	sd/-
Jawahar Vyapar Bhawan,	(Vipin Tripathi)
Tolstoy Marg, New Delhi-110001	Company Secretary
Date : 02.09.2022
Place : New Delhi

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NOTES:

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its
   General circular no. 2/2022 dated May 5, 2022 read with General circular no. 20/2020 dated May 5, 2020, circular no. 14/2020 dated April 8, 2020, circular no. 17/2020 dated April 13, 2020 and General Circular No. 02/2021 dated January 13, 2021 (collectively referred to as "MCA Circulars") and Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020 and Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15th January 2021 issued by the Securities and Exchange Board of India ("SEBI Circular"), permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue.
   In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations
   and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the 66th AGM of the Company shall be held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. However, pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Since this AGM is being held, pursuant to the MCA Circulars, through VC / OAVM, physical attendance of
   Members has been dispensed with. Accordingly, the facility for appointment of proxies by the
   Members will not be available for the 66th AGM and hence the Proxy Form, Attendance Slip and Route map are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.
3. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
4. 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.
5. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or Governing Body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered e-mail address to [e-mail] a copy marked to [e-mail].
6. The Members can join the e-AGM, 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice.
7. Up to 1000 members will be able to join the e-AGM on a First-inFirst-out (FIFO) basis.
8. No restrictions on account of FIFO entry into e-AGM will be there for large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.
9. Brief resume of the Director seeking appointment/ re-appointment as mandated under Regulation 36 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is annexed hereto

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and form part of the Notice. The Director has furnished consent/declaration for his appointment/re- appointment as required under the Companies Act, 2013 and the rules made thereunder.

1. Since the Statutory Auditors of the Company (being a Government Company) are appointed by the Comptroller & Auditor General (CAG), the disclosures required as per Regulation 36 (5) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, are not applicable to the Company.
2. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 23rd September, 2022 to Friday, 30th September, 2022 (both days inclusive) for the purpose of Annual General Meeting.
3. 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: [phone]; email ID: [e-mail]) who is also the depository interface of the Company with both NSDL and CDSL.
4. The Company has designated an exclusive e-mail ID, namely, [e-mail] redress shareholders‟/investors‟ complaints/grievances. In case of any queries/ complaints or grievances, members may write at the above e-mail address.
5. Members are requested to immediately notify any change of address or updation of bank account particulars or other details to:
6. 1. their Depository Participants (DP) in respect of shares held in dematerialized form, and
   2. the Company at its Registered Office or its Registrar & Share Transfer Agents, MCS Share Transfer Agent Limited, in respect of physical shares, if any, quoting their folio number.
7. Under Section 124 of the Companies Act, 2013, 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 did not transfer any amount to the Investor Education and Protection Fund of the Central Government during 2021-22.
8. Further, pursuant to the provisions of section 124 (6) of the Companies Act, 2013 read with the IEPF Rules, 2016 as amended from time to time, the Company is mandated to transfer all the shares in respect of which dividends have not been paid or claimed for seven consecutive years or more, in the name of Investor Education and Protection Fund. The Company did not, transfer any Equity Shares to the Investor Education and Protection Fund of the Central Government during 2021-22.
   Further, persons entitled to claim the dividend or the shares transferred to the IEPF in previous years, may claim the same from the IEPF Authority by following the prescribed procedure.
9. 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.

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1. Remote e-Voting: Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting‟s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
2. Voting at the e-AGM: Members who are not able to vote through remote e-voting may avail the e- voting system provided through CDSL portal.
3. In compliance with the aforesaid MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May, 2020, Notice of the AGM along with the Annual Report is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report will also be available on the Company‟s website www.stclimited.co.in, website of stock exchanges i.e. BSE
   Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and also on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.
4. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company‟s Registrars and Transfer Agents, M/s MCS Share Transfer
   Agents (MCS).
5. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Thursday, 29th September, 2022 through email on [e-mail]. The same will be replied by the Company suitably.
6. All documents referred to in the accompanying Notice shall be available for inspection electronically. Members seeking to inspect such documents can send an e-mail to [e-mail]
7. Instructions for remote e-voting and e-voting during AGM and joining the AGM through VC/OAVM are as follows:

1. VOTING THROUGH ELECTRONICS MEANS
2. 1. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM.

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1. The remote e-votingperiod begins on Tuesday, 27th September, 2022 (09.00 A.M. IST) and ends on Thursday, 29th September, 2022 (05.00 P.M. IST). During this period, shareholders‟ of the Company, holding shares either in physical form or in dematerialized form, as on the cut- off date 22.09.2022 may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-votingand are otherwise not barred from doing so, shall be eligible to vote through e-votingsystem during the AGM.

1. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

IV. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

1. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [e-mail]. However, if he/she is already registered with CDSL for remote evoting then he/she can use his/her existing user ID and password for casting the vote.

VI. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-votingfacility to its shareholders, in respect of all shareholders‟ resolutions. However, it has been observed that the participation by the public non-institutionalshareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of Individual Shareholders holding shares in demat mode:

VII. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Votingfacility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Votingfacility.

Pursuant to abovesaid SEBI Circular, Login method for e-Votingfor Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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