THE NATIONAL SMALL INDUSTRIES CORPORATION LIMITED ( A GOVERNMENT OF INDIA ENTERPRISE ) NSIC BHAVAN, OKHLA INDUSTRIAL ESTATE NEW DELHI

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1 THE NATIONAL SMALL INDUSTRIES CORPORATION LIMITED ( A GOVERNMENT OF INDIA ENTERPRISE ) NSIC BHAVAN, OKHLA INDUSTRIAL ESTATE NEW DELHI No.SIC:SEC:47(77)/2015 Dated: 4 th August,2015 NOTICE Notice is hereby given that the 60 th Annual General Meeting of the members of the National Small Industries Corporation Limited will be held on Thursday, 27 th August, 2015 at 1.00 P.M. at Registered Office of the Corporation to transact the following businesses: ORDINARY BUSINESS 1) To receive, consider and adopt the audited Financial Statement of the Company for the year ended 31 st March, 2015 and Reports of the Directors and thereon and also the comments of the Comptroller & Auditor General of India. 2) To declare dividend for the year ending 31 st March, ) To enhance remuneration of Statutory and Branch for the financial year To consider and if though fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION: RESOLVED THAT the audit fee of Statutory and Branch be enhanced from Rs. 21,72,000/- in to Rs.25,87,000/-(excluding service tax as applicable) for the financial year as detailed below:

2 (Amt.in Rs.) S. No 1 2 Name K.G. Somani & of Branch Rajiv Mehrotra and (Existing) (Proposed) Consolidation of Accounts at HO incl. Head Office NTSC-Okhla Total Kanpur S P Babuta and Chandigarh NTSC-Rajpura R K Malpani and N Sankaran & Ramanathan & Krishnakumar Singhal Matta & Jaipur Bhiwadi Jaipur (VKI) Chennai incl. STP Chennai DMRB, Chennai Ambattur NTSC-Chennai Guindy Coimbatore Noida DMRB, Noida Sahibabad 8 S K Bajpai and Agra

3 S. No 9 Name of Singh K V Gupta (Existing) (Proposed) Parliament Street Jhandewalan Gurgaon Naraina M A P & C K S Rajagopal and Badri Narayanan Ladhawala and Shah Dutta Chandra Mookherejee Panipat Wazirpur Bahadurgarh Jahangirpuri/ Bawana Hyderabad NTSC-Hyderabad EMDBP, Hyderabad Bengaluru Peenya Mumbai DMRB, Mumbai Andheri Kolkata DMRB, Kolkata NTSC-Howrah Salt Lake H.S. Parmar Patna H Naik Cuttack Gadhia Karachiwala NTSC-Rajkot Lakhani Ismaili Tundiya & Harish Dayani Suresh Wadhwani and Ahmedabad Indore Bhopal

4 S. No Name of Gupta Maskara and A.R. Krishnan and M.K. Sengupta A S Kulkarni and Rajendra P Shah D G A B S S and Kakaria & Mahorkar Khandelwal Mantri Nune Goyal Parul S.K. Kumar Chowdary and Rao R. Dewan and J. Bhatia and Golchha and G.K. Khanna C.M. Joseph and Guwahati Puducherry Durgapur Nagpur Nasik Pune Silvassa Aurangabad Dehradun Meerut Vijayawada Vishakhapatnam Ludhiana Jalandhar Raipur Naini Cochin

5 S. No Name of (Existing) (Proposed) 37 S.L.S.M and Madurai Tibrewal Chand A.M. John and Rajive Bansal Rourkela Hosur Aligarh NTSC-Aligarh Hari Raj and B.K. Gupta and Gadgil and Uppin B K Gupta & Jamshedpur Ranchi (Jharkhand) Delhi Faridabad Greater Noida Belgaum Lucknow NA Jamuna Shukla & Varanasi NA Total NA- Not applicable in the particular year By Order of the Board All the Shareholders of National Small Industries Corporation Limited NOTES: (Niti Sethi) Company Secretary 1. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto. 2. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

6 Explanatory Statements U/S. 102 of the Companies Act, 2013 The Comptroller & Auditor General of India had appointed Statutory for various branch offices for conducting the Statutory Audit for the financial year The Board had fixed the total audit fee for the branch auditors amounting to Rs.21,72,,000/- in the financial year Every auditor while auditing the operations of the branches is expected to minutely cover the transactions under this portfolio. Along with the growth of the business, the network of offices has also increased. With the growth in business volumes, the corresponding work involved for the auditors has also increased manifold. Further, statutory auditors of Head Office have to check consolidation of accounts, also consider the branch auditor s reports and Notes to Accounts for all the branch offices before finalizing the annual accounts and submission of audit report thereof. As such, auditors are required to deploy more man hours in finalizing the accounts for each year as compared to previous year. With the increase in quantum of work, various branch auditors and principal statutory auditors have requested for an increase in the fees by the Corporation as the present level of fees is not adequate to cover the costs involved for carrying out the work in connection with Audit of Accounts. It is pertinent to mention that last increase in the Remuneration of Statutory & Branch was made in the Financial Year In view of the above mentioned facts, the request made by the Statutory & Branch seems to be justified. It is proposed to increase the Statutory & Branch from Rs. 21,72,000/- in to Rs.25,87,000/-(excluding service tax as applicable) for the financial year The shareholders in their 58 th AGM held on 29 th July, 2013 had increased the audit fee of the Statutory of the Corporation. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The Board of Directors recommend the above resolution for your approval.