Madhucon Projects Ltd

To The Members,

Madhucon Projects Limited

Notice is hereby given that the 23rd Annual General Meeting of Madhucon Projects Limited will be held on Saturday, 28th September 2013 at 3.00 PM at the Registered Office of the Company situated at "Madhu Complex 1-7-70, Jublipura, Khammam - 507003 to transact the following items of business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2013 and Statement of Profit and Loss and Notes thereto for the year ended on that date together with the Report of the Auditors’ and Directors’ thereon.

2. To appoint a Director in place of Dr. C. Venkateswara Rao, who retires by rotation and being eligible, offers himself for re-appointment.

3. To declare Dividend on the Equity Shares of the Company.

4. To appoint Auditors and to fix their remuneration.

To consider and, if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of section 224 and other applicable provisions of the Companies Act, 1956 including the amendment thereof, if any, M/s Kota & Company, Chartered Accountants, (FRN 011982S) Hyderabad be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at such remuneration including out of pocket and incidental expenses as may be determined by the Board of Directors of the Company".

SPECIAL BUSINESS:

5. Appointment of Sri K.Srinivasa Rao as Wholetime Director of the Company

To consider and if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 311 read with Schedule XIII including modification and amendment thereto and other applicable provisions, if any, of the Companies Act, 1956 and on recommendations of Remuneration Committee and subject to the approval of members of the Company and such other approvals as may be required, consent of the members be and is hereby accorded to the appointment of Sri K.Srinivasa Rao as Wholetime Director of the Company for a period of 3 (three) years with effect from15.11.2012 on a monthly remuneration of Rs. 2,50,000/- (Rupees Two Lakhs Fifty Thousand Only) inclusive of all allowances & perquisites.

6. Re-appointment of Sri N.Seethaiah, as Managing Director of the Company

To consider and if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 311 read with Schedule XIII including modification and amendment thereto and other applicable provisions, if any, of the Companies Act, 1956 and on recommendations of Remuneration Committee and subject to the approval of members of the Company and such other approvals as may be required, consent of the members be and is hereby accorded to the appointment of Sri N.Seethaiah, as Managing Directorof of the Company for a period of 3 (three) years with effect from 01.05.2013 on a monthly remuneration of Rs. 5,00,000/- (Rupees Five Lakhs Only) inclusive of all allowances & perquisites".