NOTICE is hereby given that the Twenty-Fourth Annual General Meeting of the Membersof VIDEOCON INDUSTRIES LIMITED (the "Company") will be held on Saturday28th December 2013 at the Registered Office of the Company at 14 K M. Stone Aurangabad -Paithan Road Village: Chittegaon Taluka: Paithan Dist: Aurangabad - 431 105(Maharashtra) at 11.30 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive consider and adopt the Audited Statement of Profit and Loss for theperiod ended 30th June 2013 and the Balance Sheet as at that date together with theReports of the Board of Directors and Auditors thereon.

2. To declare dividend on preference shares.

3. To declare dividend on equity shares held by Non-Promoter Shareholders (PublicShareholders).

4. To appoint a director in place of Mr. Anil G. Joshi who retires by rotation andbeing eligible offers himself for re-appointment.

5. To appoint a director in place of Mr. S. Padmanabhan who retires by rotation andbeing eligible offers himself for re-appointment.

6. To appoint Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution asan Ordinary Resolution:

"RESOLVED THAT M/s Khandelwal Jain & Co. Chartered Accountants (FirmRegistration No. 105049W) and M/s. Kadam & Co. Chartered Accountants (FirmRegistration No. 104524W) be and are hereby appointed as Auditors of the Company to holdoffice from the conclusion of this Annual General Meeting until the conclusion of the nextAnnual General Meeting of the Company on such remuneration as shall be fixed by the Boardof Directors."

SPECIAL BUSINESS

7. To consider and if thought fit to pass with or without modification the followingresolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 81(1A) and otherapplicable provisions if any of the Companies Act 1956 (including any amendmentthereto or re-enactment thereof) the Foreign Exchange Management Act 1999 the Issue ofForeign Currency Convertible Bonds and Ordinary Shares (Through Depository ReceiptMechanism) Scheme 1993 the notifications issued by the Reserve Bank of India("RBI") and other applicable laws listing agreements entered into by theCompany with the stock exchanges where the shares of the Company are listed Articles ofAssociation and subject to all other statutory and regulatory approvals consentspermissions and/or sanctions of the Government of India Reserve Bank of India Securitiesand Exchange Board of India ("SEBI") and all other concerned authorities(hereinafter singly or collectively referred to as the "AppropriateAuthorities") as may be required and subject to such terms conditions andmodifications as may be prescribed by any of the Appropriate Authorities while grantingany such approval consent permission and/or sanction and agreed to by the Board ofDirectors of the Company (herein after called the "Board" which term shall bedeemed to include any committee(s) constituted/ to be constituted by the Board to exerciseits powers including powers conferred by this resolution to the extent permitted by law)which the Board be and is hereby authorised to accept if it thinks fit in the interest ofthe Company the consent of the Company be and is hereby accorded to the Board to createissue offer and allot equity shares and/or other equity linked or convertible financialinstruments ("OFIs") in one or more tranches whether denominated in Indianrupee or foreign currency(ies) in the course of international and/or domestic offering(s)in one or more foreign market(s) for an amount not exceeding Rs. 5000 Crores (RupeesFive Thousand Crores Only) or its equivalent foreign currency inclusive of premiumthrough a follow-on public offering ("FPO") to eligible investors or throughGlobal Depository Receipts ("GDRs") American Depository Receipts("ADRs") Foreign Currency Convertible Bonds ("FCCBs") any otherDepository Receipt Mechanism convertible into Equity Shares (either at the option of theCompany or the holders thereof) at a later date any such instrument or security includingDebentures or Bonds or Foreign Currency Convertible Bonds ("FCCBs") being eitherwith or without detachable warrants attached thereto entitling the warrant holder to applyfor Equity Shares/instruments or securities including GDRs and ADRs representing equityshares (hereinafter collectively referred to as the "Securities") or anycombination of Equity Shares with or without premium to be subscribed to in Indian and/orany foreign currency(ies) by resident or non-resident/foreign investors (whetherinstitutions and/or incorporated bodies and/or individuals and/or trusts and/orotherwise)/Foreign Institutional Investors ("Flls")/Mutual Funds/Pension Funds/Venture Capital Funds/ Banks and such other persons or entities whether or not suchinvestors are members of the Company to all or any of them jointly or severally throughprospectus offer document and/or other letter placement document or circular("Offer Document") and/or on private placement basis from time to time in oneor more tranches as may be deemed appropriate by the Board and such issue and allotment tobe made on such occasion or occasions at such value or values at a discount or at apremium to the market price prevailing at the time of the issue and in such form andmanner and on such terms and conditions or such modifications thereto as the Board maydetermine in consultation with the Lead Manager(s) and/or Underwriters and/or otherAdvisors with authority to retain oversubscription upto such percentage as may bepermitted by the Appropriate Authorities with or without voting rights in generalmeetings/ class meetings at such price or prices at such interest or additionalinterest at a discount or at a premium on the market price or prices and in such form andmanner and on such terms and conditions or such modifications thereto including thenumber of Securities to be issued face value rate of interest redemption period mannerof redemption amount of premium on redemption/prepayment number of further equityshares to be allotted on conversion/ redemption/extinguishment of debt(s) exercise ofrights attached to the warrants the ratio of exchange of shares and/or warrants and/orany other financial instrument period of conversion fixing of record date or bookclosure and all other related or incidental matters as the Board may in its absolutediscretion think fit and decide in consultation with the appropriate authority(ies) theMerchant Banker(s) and/ or Lead Manager(s) and/or Underwriter(s) and/or Advisor(s) and/orsuch other person(s) but without requiring any further approval or consent from theshareholders and also subject to the applicable regulations for the time being in force.

RESOLVED FURTHER THAT the Relevant Date for determining the pricing of theSecurities or issue of Equity Shares underlying the GDRs/ADRs or securities issued onconversion of FCCBs is the date of the meeting in which the Board decides to open theproposed issue or such date if any as may be notified by SEBI or the RBI or anyAppropriate Authority from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorised to enter into andexecute all such agreements and arrangements with any Lead Manager(s) Co-Lead Manager(s)Manager(s) Advisor(s) Underwriter(s) Guarantor(s) Depository(ies) Custodian(s)Trustee Stabilisation Agent Banker/Escrow Banker to the Issue and all such agencies asmay be involved or concerned in such offerings of Securities and to remunerate all suchagencies by way of commission brokerage fees or the like and also to seek the listingof such Securities in one or more Indian/International Stock Exchanges.

RESOLVED FURTHER THAT the Board and/or agency or body authorised by the Board mayissue Depository Receipt(s) or Certificate(s) representing the underlying securitiesissued by the Company in registered or bearer form with such features and attributes asare prevalent in Indian and/or Internationa! Capital Markets for the instruments of thisnature and to provide for the tradability or free transferability thereof as per theIndian/ International practices and regulations and under the norms and practicesprevalent in the Indian/International Markets.

RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot suchnumber of further Equity Shares as may be required to be issued and allotted uponconversion of any securities or as may be necessary in accordance with the terms of theoffering all such further Equity Shares ranking pari-passu with the existing fullypaid equity shares of the Company in all respects except provided otherwise under theterms of issue and in the offer document.

RESOLVED FURTHER THAT subject to the existing law and regulations such Securitiesto be issued that are not subscribed during the currency of the warrants or option orany right entitling the holder of security to subscribe for Equity Shares or any OFIs maybe disposed of by the Board to such person(s) and in such manner and on such terms as theBoard may in its absolute discretion think most beneficial to the Company includingoffering or placing them with resident or non-resident/foreign investor(s) (whetherinstitutions and/ or incorporated bodies and/or individuals and/or trusts and/orotherwise)/("Flls")/Qualified Institutional Buyers ("QIBs")/MutualFunds/ Pension Funds/ Venture Capital Funds/ Banks and/or Employees and BusinessAssociates of the Company or such other person(s) or entity(ies) or otherwise whether ornot such investors are members of the Company as the Board may in its absolute discretiondecide.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutionsthe Board be and is hereby authorised on behalf of the Company to agree to and make andaccept such conditions modifications and alterations stipulated by any of the relevantauthorities while according approvals consents or permissions to the issue as may beconsidered necessary proper and expedient and to do all such acts deeds matters andthings as it may in its absolute discretion deem necessary or desirable for suchpurpose including without limitation the entering into of underwriting marketingdepository and custodian arrangements and with power on behalf of the Company to settleany questions difficulties or doubts that may arise in regard to any such issue(s)/offer(s) or allotment(s) or otherwise and utilization of the issue proceeds and/ orotherwise to alter or modify the terms of issue if any as it may in its absolutediscretion deem fit and proper without being required to seek any further consent orapproval of the Company to the end and intent that the Company shall be deemed to havegiven its approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or anyof the powers herein conferred by this resolution on it to any Committee of Directors orany person or persons as it may in its absolute discretion deem fit in order to giveeffect to this resolution."