DABUR INDIA LIMITED Regd. Office : 8/3 Asaf Ali Road, New Delhi

Transcription

1 DABUR INDIA LIMITED Regd. Office : 8/3 Asaf Ali Road, New Delhi NOTICE Notice is hereby given that the 34th Annual General Meeting of the Members of Dabur India Limited will be held on Wednesday, the 15th day of July, 2009 at Air Force Auditorium, Subroto Park, New Delhi at AM to transact the following business:- ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2009 and Profit and Loss Account for the year ended on that date along with the Reports of Auditors and Directors thereon. 2. To confirm the interim dividend already paid and declare final dividend for the financial year ended 31st March, To appoint a Director in place of Mr. P N Vijay who retires by rotation and being eligible offers himself for reappointment. 4. To appoint a Director in place of Dr. S Narayan who retires by rotation and being eligible offers himself for reappointment. 5. To appoint a Director in place of Mr. Sunil Duggal who retires by rotation and being eligible offers himself for reappointment. 6. To appoint Auditors and to fix their remuneration. SPECIAL BUSINESS 7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:- RESOLVED THAT Mr. Albert Wiseman Paterson, who was coopted by the Board as an Additional Director with effect from 30 th October, 2008 and who holds office upto the date of this Annual General Meeting and in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:- RESOLVED THAT Mr. Analjit Singh, who was co-opted by the Board as an Additional Director with effect from 30 th October, 2008 and who holds office upto the date of this Annual General Meeting and in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 9. To consider and, if thought fit, to pass, with or without s 198, 269, 309 and 314 read with schedule XIII and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the Company be and is hereby accorded for variation in the terms and conditions of remuneration of Mr. Pradip Burman, Whole Time Director of the company w.e.f. 1 st October, 2008 for the remaining duration of his tenure as appearing in the explanatory statement attached to this notice. 10. To consider and, if thought fit, to pass, with or without 1 remuneration of Mr. Amit Burman (a non executive director of the Company) as a Whole Time Director in Dabur Nepal Private Limited, a subsidiary of the company, w.e.f. 1 st October, 2008 as set out in the explanatory statement attached to this notice. 11. To consider and, if thought fit, to pass, with or without remuneration of Mr. Chetan Burman as an executive Director (or any other designation which the Board of Directors of Dabur Nepal Private Limited may decide from time to time) in Dabur Nepal Private Limited, a subsidiary of the company, w.e.f. 1 st October, 2008 as set out in the explanatory statement attached to this notice. 12. To consider and, if thought fit, to pass, with or without and is hereby accorded for appointment of Mr. Aditya Burman as a Whole Time Director in Dabur Nepal Private Limited, a subsidiary of the company w.e.f. 12 th August, 2008 on such remuneration and terms and conditions as set out in the explanatory statement attached to this notice and further variation in the terms and conditions of remuneration w.e.f. 1 st October, 2008 as set out in the explanatory statement attached to this notice. 13. To consider and, if thought fit, to pass, with or without remuneration of Mr. Mohit Burman (a non executive director of the Company) as a Whole Time Director in Dabur International Limited, a subsidiary of the company, w.e.f. 1 st October, 2008 as set out in the explanatory statement attached to this notice. 14. To consider and, if thought fit, to pass, with or without remuneration of Mr. Sidharth Burman as a Whole Time Director in

2 Dabur International Limited, a subsidiary of the company, w.e.f. 1 st October, 2008 as set out in the explanatory statement attached to this notice. 15. To consider and, if thought fit, to pass, with or without remuneration of Mr. Gaurav Burman as a Whole Time Director in Dabur International Limited, a subsidiary of the company, w.e.f. 1 st October, 2008 as set out in the explanatory statement attached to this notice. 16. To consider and, if thought fit, to pass, with or without RESOLVED THAT pursuant to the provisions of Section 81 and all other applicable provisions, if any, of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof for the time being in force), the relevant provisions of the Memorandum & Articles of Association of the Company, the Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 (the Guidelines ) and the guidelines issued by the Central Government vide notification No. 323 dated 11/10/2001 under Income Tax Act, 1961 and subject to such other approvals, consents, permissions and sanctions as may be necessary from appropriate authorities or bodies and subject to such conditions & modifications as may be prescribed, specified or suggested by any of them while granting such approvals, consents, permissions and sanctions which may at its sole discretion be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include the Remuneration cum Compensation Committee constituted by the Board to exercise its powers, including the powers conferred by this resolution), and in partial modification of the Special Resolution passed by members of the company in the Annual General Meeting held on 13 th September, 2000, the consent of the Company be and is hereby accorded to the Board to create, offer, issue, grant and allot over a period of time to and for the benefit of the eligible employees of the Company (as defined in the Guidelines) or to a Trust formed for the benefit of such persons, such number of equity shares and/or any other instruments or securities or options which upon exercise could give rise to the issue of equity shares of the Company, not exceeding in number at any time, in the aggregate upto 4,32,53,812 equity shares of Re. 1 each i.e. 5% of the issued equity shares of the Company as the Board may deem fit at such time or times, in one or more tranche at such price or prices and in such manner and on such terms & conditions framed/to be framed by the Board with regard to the Employees Stock Option Scheme in accordance with the Guidelines or other provisions of law as may be prevailing at that time and otherwise on such terms and conditions as may be decided and deemed appropriate by the Board at the time of issue or allotment and such shares shall be subject to the terms of Memorandum & Articles of Association of the Company and rank pari passu with the equity shares of the Company as then issued and in existence and on such terms & conditions and at such time or times as the Board may at its absolute discretion and in the best interest of the Company deem fit. RESOLVED FURTHER THAT all other terms and conditions of the special resolution passed by the members in the Annual General Meeting held on 13 th September, 2000 shall remain unchanged. RESOLVED FURTHER THAT the Board of the company be and is hereby authorized to do all acts, deeds, matters, things and take steps and complete formalities as may be deemed fit by the Board for this purpose, and for this purpose, it may delegate all or any of such powers to a duly constituted Remuneration and Compensation Committee of the Board or any other wholetime director of the company. 17. To consider and, if thought fit, to pass, with or without RESOLVED THAT pursuant to the provisions of Section 149 (2A) and all other applicable provisions, if any, of the Companies Act, thereof, for the time being in force), approval of the members of the company be and is hereby accorded to the company for commencing and carrying on of the business as specified under Clause 7 of the Other Objects clause of the Memorandum of Association of the company (as detailed hereunder) as may be deemed fit by the Board of directors:- To purchase, charter, hire, built or otherwise acquire vehicles of any or every sort or description for use on or under land or water or in the air and to employ them in the carriage of merchandise of all kind of passengers and to carry on the business of owners of trucks, trams, lorries, motor cars and of ship-owners and lightermen and owners of aircraft in all or any of their respective branches. RESOLVED FURTHER THAT Board of Directors of the company be and are hereby authorized to do all such acts, deeds, matters and things required in the matter. Regd. Office: By Order of the Board 8/3, Asaf Ali Road, for DABUR INDIA LIMITED New Delhi (A K JAIN) 29 th April, 2009 GM (Finance) & Company Secretary NOTES 1. The relevant explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of item no.7 to 17 of the notice set out above is annexed herewith. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A BLANK FORM OF PROXY IS ENCLOSED HEREWITH AND, IF INTENDED TO BE USED, IT SHOULD BE RETURNED DULY COMPLETED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE 2 THE SCHEDULED TIME OF THE COMMENCEMENT OF 34 th ANNUAL GENERAL MEETING. 3. The Share Transfer Books and Register of Members of the Company will remain closed from Wednesday, the 1st July, 2009 to Wednesday, the 15 th July, 2009 (both days inclusive). 4. a) Members holding shares in physical form are requested to notify/send the following to the Registrar & Transfer Agent of the Company Karvy Computershare Pvt Ltd., , Arunachal Building, 19 Barakhamba Road, New Delhi :- i) particulars of their bank account and id, in case the same have not been sent earlier;

3 ii) any change in their address/ id/ecs mandate/ bank details; iii) share certificate(s), held in multiple accounts in identical names or joint accounts in the same order of names, for consolidation of such shareholding into one account, and iv) copy of their Income Tax Permanent Account Number (PAN) card, including for all joint holders. b) Members holding shares in the dematerialized form are requested to notify to their Depository Participant: i) their id. ii) all changes with respect to their address, id, ECS mandate and bank details. 5. The Shareholders/Proxies are requested to produce at the Registration Counter(s) the attached attendance slip, duly completed and signed, for admission to the meeting hall. Photocopies of Attendance Slip will not be entertained for issuing Gate Pass for attending Annual General Meeting. However, in case of non-receipt of Notice of Annual General Meeting, members are requested to write to the Company at its registered office for issuing the duplicate of the same. 6. In case you have any query relating to the enclosed Annual Accounts you are requested to send the same to the Company Secretary at the Registered Office of the Company at least 10 days before the date of Annual General Meeting so as to enable the management to keep the information ready. 7. Pursuant to provisions of Section 205C of the Companies Act, 1956 the amount of dividends remaining unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (IEPF). Accordingly, till date the Company has transferred the unpaid and unclaimed amount pertaining to interim dividend for the financial year to the IEPF. Members who have not yet encashed their dividend warrants for the financial year (final dividend) onwards are requested to make their claims to the company immediately. Members may please note that no claim shall lie either against the Fund or the Company in respect of dividend which remain unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account and no payment shall be made in respect of such claims. 8. As a measure of economy, copies of Annual Reports will not be distributed at the venue of Members are, therefore, requested to bring their own copies of the Annual Reports to the meeting. 9. All the documents referred to in the accompanying notice, explanatory statement and Register of Directors Shareholding are open for inspection at the registered office of the Company on all working days between am to 1.00 pm up to the date of Annual General Meeting. Register of Directors Shareholding shall be open for inspection upto 3 days after 10. Members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 109A of the Companies Act, 1956, are requested to submit to the Registrar & Transfer Agents of the Company the prescribed Form 2B, which can be downloaded from our website EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 Item No.7 The Board of Directors in their meeting held on 30 th October, 2008 has appointed Mr. Albert Wiseman Paterson as an Additional Non Executive Independent Director of the Company in terms of Section 260 of the Companies Act, Pursuant to section 260 of the Companies Act, 1956 Mr. Albert Wiseman Paterson shall hold office only upto the date of ensuing Annual General Meeting. Valid Notice along with requisite deposit under section 257 of the Companies Act, 1956 has been received from a member of the Company proposing the candidature of Mr. Albert Wiseman Paterson for the office of Director of the Company. Mr. Albert Wiseman Paterson did his graduation in B.Sc. (Honours) Mathematics, Post Graduate Certificate in Education and is an Associate of the Institute of the Chartered Insurance. Mr. Albert Wiseman Paterson held the post of Chief Executive Officer and Managing Director of Aviva Life Insurance Company India Ltd. Mr. Albert Wiseman Paterson in early stages of his career served in various leadership roles in the actuarial, planning and strategy areas of the Aviva Group. He was appointed CEO, Aviva Turkey in October Before moving to Turkey, he was Director Aviva Europe. Before coming to India, he was Director Aviva International with responsibility for a Portfolio of business units including Turkey, Czech Republic, Romania and Hungary. The Board considers that his association as a Director will be beneficial to and in the interest of the company. The Board of Directors recommends for your approval his appointment as Director of the company, liable to retire by rotation. None of the Directors other than Mr. Albert Wiseman Paterson himself, is concerned or interested in this resolution. Item No.8 The Board of Directors in their meeting held on 30 th October, 2008 has appointed Mr. Analjit Singh as an Additional Non Executive Independent Director of the Company in terms of Section 260 of the Companies Act, Pursuant to section 260 of the Companies Act, 1956 Mr. Analjit Singh shall hold office only upto the date of ensuing Annual General Meeting. Valid Notice along with requisite deposit under section 257 of the Companies Act, 1956 has been received from a member of the Company proposing the candidature of Mr Analjit Singh for the office of Director of the Company. Mr. Analjit Singh is an alumnus of Doon School, Dehradun, Shriram College of Commerce, University of Delhi, School of Management and the Graduate School of Management, Boston University, Boston, USA. He is the Founder & Chairman of Max India Limited, Chairman of Max New York Life Insurance Company Limited and Chairman & Managing Director of Max Healthcare. He has been the driving force behind the Max India Group s sustained growth and success since mid 80 s. Mr. Analjit Singh is a member of the Prime Minister s Joint Indo-US CEOs Forum. He is a director on the Board of several companies such as Industrial Development Bank of India (IDBI Ltd), Vodafone Essar, Hero Honda Motors Limited, Moser Baer Solar Plc, Tata Tea Ltd, etc. He is also the Life Chairman, Bhai Mohan Singh Foundation and Member, Governing Board of Bharti Foundation. Mr. Analjit Singh has always taken 3

4 keen interest in enhancing India s academic excellence. He is currently an Executive Board Member of the Board of Governors, Indian School of Business, Hyderabad and Chairman, Board of Governors, The Doon School, Dehradun. In view of his versatile experience the Board considers that his association as a Director will be beneficial to and in the interest of the company. The Board of Directors recommends for your approval his appointment as Director of the company, liable to retire by rotation. None of the Directors other than Mr. Analjit Singh himself, is concerned or interested in this resolution. Item No.9 Mr. Pradip Burman was reappointed as a Whole time Director of the company at the Annual General Meeting of the company held on 13 th July, 2007 for a period of 5 years w.e.f. 1 st May, 2007 as per the resolution passed at the said Annual General Meeting and on the remuneration and other terms and conditions as set out in the said resolution. Mr. Pradip Burman is a promoter director, holding executive position in the company. With a view to inculcate highest standards of good Corporate Governance in true spirit and to create and adhere to a corporate culture of fairness, transparency and ethical business practices and thereby ultimately enhancing shareholders value, he has voluntarily expressed his wish to forgo his right to withdraw salary beyond token amount of Re. 1 per month and House Rent Allowance but to continue his entitlement to reimbursement of medical expenses (including for family) w.e.f , which he is entitled to as per the remuneration and other terms and conditions approved by the members of the company in the aforesaid Annual General Meeting. The matter was approved and gesture of Mr. Burman which is in the larger interests of the company was appreciated by the Board in its meeting held on Accordingly, the revised remuneration of Mr. Pradip Burman w.e.f.1 st Basic Salary /Allowances Rs.12 Per Annum In addition to the above, Mr Pradip Burman will also be entitled to the telephones/fax/internet connection at residence (including payment for local calls and long distance official calls). Use of car for private purpose and personal long distance telephone calls shall be billed by the iii) Following benefits on cessation of his whole time directorship and directorship in the Company under any circumstances or disablement whilst in service:- a) Monthly pension equivalent to Re.1 per month for his lifetime. b) Medical expenses reimbursement for self and family members for the actual amount incurred by him during his lifetime. c) Use of chauffeur driven car and telephone/fax/internet connection of the Company for his lifetime. The spouse of the appointee will, after the death of the appointee, continue to get all the benefits listed above for her lifetime. resolution dated 13 th July, 2007 passed in the Annual General Meeting of of Directors of the company, as it may at its discretion deem fit so as not to exceed the remuneration and other terms and conditions as stated herein above and approved by the members or the limits specified in Schedule XIII of the Companies Act, 1956 or any modification or reenactment thereof for the time being in force or any amendments made thereto, whichever is lower, as may be agreed by the Board of Directors with the concerned Director. Mr. Pradip Burman belongs to promoters family. Besides, he is not related to any other director of the company in terms of Section 2(41) and section in its meeting held on and approving the aforesaid proposal alongwith other documents is available for inspection by the members of the company at its registered office between AM to 1.00 PM on all working days till the date of This explanatory statement together with the accompanying notice may also be treated as an abstract under section 302 of the Companies Act, None of the Directors other than Mr. Pradip Burman, himself, is concerned or interested in the resolution. Item No.10 Mr. Amit Burman was appointed as a Whole time Director of Dabur Nepal Pvt. Ltd., a subsidiary of the company w.e.f 3 rd March, 2008 on the remuneration and other terms and conditions as mutually agreed. Necessary resolution to this effect along with remuneration and other terms and conditions was passed in the Annual General Meeting of the Company held on 10 th July, Mr. Amit Burman is a promoter director, holding executive position in Dabur Nepal Pvt Ltd (DNPL) a subsidiary of the Company. With a view to inculcate highest standards of good Corporate Governance in true spirit and to create and adhere to a corporate culture of fairness, transparency and ethical business practices and thereby ultimately enhancing shareholders value, he has voluntarily expressed his wish to forgo his right to withdraw salary beyond token amount of NR. 1 per month and House Rent Allowance, Special Allowance etc. but to continue his entitlement to reimbursement of medical expenses (including for family), w.e.f , which he is entitled to as per the remuneration and other terms and conditions approved by the members of the company in the aforesaid Annual General Meeting. The matter was approved and gesture of Mr. Burman which is in the larger interests of the company was appreciated by the Board of DNPL in its meeting held on Accordingly, the revised remuneration of Mr. Amit Burman w.e.f. 1 st Basic Salary /Allowances NR 12 Per Annum Provident Fund NR 1.20 Per Annum In addition to the above, Mr. Amit Burman will also be entitled to the resolution dated 10 th July, 2008 passed in the Annual General Meeting of of Directors of Dabur Nepal Pvt. Ltd. as it may at its discretion deem fit so as not to exceed the limits as stated hereinabove and approved by the 4

5 members of DNPL, if required, or the limits, if any, imposed by the directors of DNPL with Mr. Amit Burman. Mr. Amit Burman is a Director of the Company belonging to the promoters family. Besides, he is not related to any other director of the company in terms of Section 2(41) and section 6 read with Schedule 1A of the Companies Act, None of the Directors other than Mr. Amit Burman, himself, is concerned or interested in the resolution. Item No.11 Mr. Chetan Burman was appointed as an Executive Director of Dabur Nepal Pvt. Ltd., a subsidiary of the company w.e.f 1 st May, 2005 on the remuneration and other terms and conditions as mutually agreed. Necessary resolution to this effect along with remuneration and other terms and conditions was passed in the Annual General Meeting of the Company held on 15 th July, Mr. Chetan Burman, relative of Mr Pradip Burman a promoter director of Dabur India Limited, holds executive position in Dabur Nepal Pvt Ltd (DNPL) a subsidiary of the Company. With a view to inculcate highest standards of good Corporate Governance in true spirit and to create and adhere to a corporate culture of fairness, transparency and ethical business practices and thereby ultimately enhancing shareholders value, he has voluntarily expressed his wish to forgo his right to withdraw salary beyond token amount of NR. 1 per month and House Rent Allowance, etc. but to continue his entitlement to reimbursement of medical expenses (including for family), w.e.f , which he is entitled to as per the remuneration and other terms and conditions approved by the members of the company in the aforesaid Annual General Meeting. The matter was approved and gesture of Mr. Burman which is in the larger interests of the company was appreciated by the Board of DNPL in its meeting held on Accordingly, the revised remuneration of Mr. Chetan Burman w.e.f.1 st Basic Salary /Allowances NR 12 Per Annum Provident Fund NR 1.20 Per Annum In addition to the above, Mr. Chetan Burman will also be entitled to the resolution dated 15 th July, 2005 passed in the Annual General Meeting of of Directors of Dabur Nepal Pvt Ltd. as it may at its discretion deem fit so as not to exceed the limits as stated hereinabove and approved by the members of DNPL, if required, or the limits, if any, imposed by the 5 directors of DNPL with Mr. Chetan Burman. Mr. Chetan Burman is a relative of Mr Pradip Burman Director of the Company belonging to the promoters family. Besides, he is not related to any other director of the company in terms of Section 2(41) and section None of the Directors other than Mr. Pradip Burman, is concerned or interested in the resolution. Item No.12 Mr. Aditya Burman was appointed as a whole time Director of Dabur Nepal Pvt. Ltd., a subsidiary of the company w.e.f 12 th August, 2008 on the remuneration and other terms and conditions as mutually agreed. Accordingly, the Board of Directors of your company in its meeting held on 29 th April, 2009, has recommended the appointment of Mr. Aditya Burman as whole time director (or any other designation which the Board of Directors of Dabur Nepal Pvt Ltd. may decide from time to time) of Dabur Nepal Pvt. Ltd. w.e.f. 12 th August, 2008 on the following remuneration and terms and conditions: A. Basic Salary: NRs equivalent to IRs /- p.a. with authority to the Board of Directors of Dabur Nepal Private Limited to give annual or other increments from time to time not exceeding 30% of the immediately previously drawn basic salary. B. Perquisites & Allowance: In addition to the prescribed basic salary, Mr. Aditya Burman will also be entitled to perquisites and allowances like conveyance allowance, house rent allowance or rent free furnished accommodation in lieu thereof, house maintenance allowance, coverage under medical insurance, coverage under keyman insurance scheme, leave travel concession for himself and his family, club fee, special allowance, variable pay/ performance linked incentive, contribution to provident fund, and payment of gratuity, statutory bonus, Dasain and such other perquisites and allowances in accordance with the rules of the company or as may be agreed to by the Board of Directors with him provided that such perquisites and allowances will be subject to ceiling of 300% of the basic salary. The value of above perquisites and allowances have been presently fixed at NRs equivalent to IRs /- p.a. which shall be his minimum perquisites and allowances at any point of time. For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per income tax rules, wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at the actual cost. In addition to the above, Mr. Aditya Burman will also be entitled to the following benefits as per rules of the Company:- 1. Medical reimbursement for self and family members for the actual amount incurred. 2. Use of Company s Car for official purpose and telephone at residence (including payment for local calls and long distance calls, mobile phone, internet facility, any other means of communication facility). Use of car for private purpose and personal long distance calls shall be billed by the

6 3. Encashment of unavailed leave as per the rules of the Company. Mr. Aditya Burman, relative of Dr Anand Burman a promoter director of Dabur India Limited, holds executive position in Dabur Nepal Pvt Ltd (DNPL) a subsidiary of the Company. With a view to inculcate highest standards of good Corporate Governance in true spirit and to create and adhere to a corporate culture of fairness, transparency and ethical business practices and thereby ultimately enhancing shareholders value, he has voluntarily expressed his wish to forgo his right to withdraw salary beyond token amount of NR. 1 per month and House Rent Allowance, etc. but to continue his entitlement to reimbursement of medical expenses (including for family), w.e.f , which he is entitled to as per the remuneration and other terms and conditions approved by DNPL. The matter was approved and gesture of Mr. Burman which is in the larger interests of the company was appreciated by the Board of DNPL in its meeting held on Accordingly, the revised remuneration of Mr. Aditya Burman w.e.f.1 st Basic Salary /Allowances NR 12 Per Annum Provident Fund NR 1.20 Per Annum In addition to the above, Mr. Aditya Burman will also be entitled to the of Directors of Dabur Nepal Pvt. Ltd. as it may at its discretion deem fit so as not to exceed the limits as stated hereinabove and approved by the members of DNPL, if required, or the limits, if any, imposed by the directors of DNPL with Mr. Aditya Burman. Mr. Aditya Burman is a relative of Dr. Anand Burman Director of the Company belonging to the promoters family. Besides, he is not related to any other director of the company in terms of Section 2(41) and section None of the Directors other than Dr Anand Burman, is concerned or interested in the resolution. Item No.13 Mr. Mohit Burman was appointed as a Whole time Director of Dabur International Limited, a wholly owned subsidiary of the company w.e.f 1 st April, 2006 on the remuneration and other terms and conditions as mutually agreed. Necessary resolution to this effect along with remuneration and other terms and conditions was passed in the Annual General Meeting of the Company held on 8 th July, Mr. Mohit Burman is a promoter director, holding executive position in Dabur International Ltd (DITNL) a subsidiary of the Company. With a view to inculcate highest standards of good Corporate Governance in true spirit and to create and adhere to a corporate culture of fairness, 6 transparency and ethical business practices and thereby ultimately enhancing shareholders value, he has voluntarily expressed his wish to forgo his right to withdraw salary beyond token amount of AED. 1 per month and House Rent Allowance, Special Allowance etc. but to continue his entitlement to reimbursement of medical expenses (including for family), w.e.f , which he is entitled to as per the remuneration and other terms and conditions approved by the members of the company in the aforesaid Annual General Meeting. The matter was approved and gesture of Mr. Burman which is in the larger interests of the company was appreciated by the Board of DITNL in its meeting held on Accordingly, the revised remuneration of Mr. Mohit Burman w.e.f.1 st Basic Salary /Allowances AED 12 Per Annum In addition to the above, Mr. Mohit Burman will also be entitled to the resolution dated 8 th July, 2006 passed in the Annual General Meeting of of Directors of Dabur International Ltd. as it may at its discretion deem fit so as not to exceed the limits as stated hereinabove and approved by the members of DITNL, if required, or the limits, if any, imposed by the applicable, which is lower, and as may be agreed by the Board of directors of DINTL with Mr. Mohit Burman. Mr. Mohit Burman is a Director of the Company belonging to the promoters family. Besides, he is not related to any other director of the company in terms of Section 2(41) and section 6 read with Schedule 1A of the Companies Act, None of the Directors other than Mr. Mohit Burman, himself, is concerned or interested in the resolution. Item No.14 Mr. Sidharth Burman is holding position of Executive Director in Dabur International Ltd., a wholly owned subsidiary of the company, on the remuneration and other terms and conditions as mutually agreed. Necessary resolution to this effect along with remuneration and other terms and conditions was passed in the Annual General Meeting of the Company held on 10 th July, Mr. Sidharth Burman, relative of Mr. Pradip Burman a promoter director of Dabur India Limited, holds executive position in Dabur International Ltd (DITNL) a subsidiary of the Company. With a view to inculcate highest standards of good Corporate Governance in true spirit and to create and adhere to a corporate culture of fairness, transparency and ethical business practices and thereby ultimately enhancing shareholders value, he has voluntarily expressed his wish to forgo his right to withdraw salary beyond

7 token amount of AED. 1 per month, but to continue his entitlement to reimbursement of medical expenses (including for family), w.e.f , which he is entitled to as per the remuneration and other terms and conditions approved by the members of the company in the aforesaid Annual General Meeting. The matter was approved and gesture of Mr. Burman which is in the larger interests of the company was appreciated by the Board of DITNL in its meeting held on Accordingly, the revised remuneration of Mr. Sidharth Burman w.e.f.1 st Basic Salary /Allowances AED 12 Per Annum In addition to the above, Mr. Sidharth Burman will also be entitled to the resolution dated 10 th July, 2008 passed in the Annual General Meeting of of Directors of Dabur International Ltd. as it may at its discretion deem fit so as not to exceed the limits as stated hereinabove and approved by the members of DITNL, if required, or the limits, if any, imposed by the directors of DINTL with Mr. Sidharth Burman. Mr. Sidharth Burman is a relative of Mr. Pradip Burman Director of the Company belonging to the promoters family. Besides, he is not related to any other director of the company in terms of Section 2(41) and section None of the Directors other than Mr. Pradip Burman, is concerned or interested in the resolution. Item No.15 Mr. Gaurav Burman is holding position of Executive Director in Dabur International Ltd., a wholly owned subsidiary of the company, on the remuneration and other terms and conditions as mutually agreed. Necessary resolution to this effect along with remuneration and other terms and conditions was passed in the Annual General Meeting of the Company held on 10 th July, Mr. Gaurav Burman, relative of Mr Mohit Burman a promoter director of Dabur India Limited, holds executive position in Dabur International Ltd (DITNL) a subsidiary of the Company. With a view to inculcate highest standards of good Corporate Governance in true spirit and to create and adhere to a corporate culture of fairness, transparency and ethical business practices and thereby ultimately enhancing shareholders value, he has voluntarily expressed his wish to forgo his right to withdraw salary beyond token amount of AED. 1 per month, but to continue his entitlement to reimbursement of medical expenses (including for family), w.e.f , which he is entitled to as per the remuneration and other 7 terms and conditions approved by the members of the company in the aforesaid Annual General Meeting. The matter was approved and gesture of Mr. Burman which is in the larger interests of the company was appreciated by the Board of DITNL in its meeting held on Accordingly, the revised remuneration of Mr. Gaurav Burman w.e.f.1 st Basic Salary /Allowances AED 12 Per Annum In addition to the above, Mr. Gaurav Burman will also be entitled to the resolution dated 10 th July, 2008 passed in the Annual General Meeting of of Directors of Dabur International Ltd. as it may at its discretion deem fit so as not to exceed the limits as stated hereinabove and approved by the members of DITNL, if required, or the limits, if any, imposed by the directors of DINTL with Mr. Gaurav Burman. Mr. Gaurav Burman is a relative of Mr. Mohit Burman Director of the Company belonging to the promoters family. Besides, he is not related to any other director of the company in terms of Section 2(41) and section None of the Directors other than Mr. Mohit Burman, is concerned or interested in the resolution. Item No.16 The members of the company by way of a Special Resolution passed in the Annual General Meeting held on 13 th September, 2000 approved grant of stock options to the eligible employees of the company and its subsidiaries by the company up to 5% of the issued share capital of the company on that date equivalent to 1,37,25,638 number of equity shares of Re. 1 each. After that the company has issued bonus shares in the ratio of 1:1 and 1:2 in the year 2006 and 2007 respectively. Further, the company has issued stock options to the employees on a regular basis to ensure their commitment through ownership and financial motivation due to which the aforesaid limit of 5% approved by the members is likely to be exhausted soon and therefore, it has become necessary to increase this limit to 5% of the issued and paid up share capital of the company as on date. Accordingly, the approval of the members is sought by way of a special resolution for grant of the increased number of stock options upto 5% of the issued and paid up share capital as on date. The Directors of the company have been issued or may be issued options under the scheme. Hence, they are deemed to be interested / concerned to that extent in the resolution.

8 The Employee Stock Option Scheme is available for inspection at the Registered Office of the company during AM to 1.00 PM on all working days upto Annual General Meeting of the company. Item No. 17 The main business of the company is to manufacture, trade and market personal and health care products, foods products, etc. The said business would remain the focused business of the company. However, to enable the company to carry out activities as specified in clause 7 of the Other Objects Clause of the Memorandum of Association of the company, either directly on its own or indirectly through its subsidiaries/ joint ventures etc. approval of members of the company is being sought by means of a special resolution. The Board of Directors recommend the resolution for your approval. None of the Directors of the company is concerned or interested in this resolution. The copy of Memorandum and Articles of Association of the company is available for inspection by the members of the Company at its Registered Office between AM to 1.00 PM on all working days till the date of Annual General Meeting. Details of Directors seeking appointment/reappointment in Annual General Meeting fixed for 15 th July, Mr P N Vijay Date of birth : Date of Appointment : Qualification : M Sc, IIT Chennai. Mr. P N Vijay is a leading expert in stock market. He is regular columnist in leading newspaper and financial journals. List of public companies in which outside directorship held: Reed Relay & Electronics Limited. Companies: Dabur India Ltd. - Shareholders/Investors Grievance Committee; - Audit Committee; - Remuneration cum Compensation Committee; Shareholding in the Company: Nil Mr S Narayan Date of birth : Date of Appointment : Qualification : M.Sc-Physics, MBM Finance M.Phil-Cambridge Ph.D. IIT Delhi, IAS(Retd.) For nearly 4 Decades (1965 to 2004) he was in public service in the State and Central Government, in development administration. Retired as economic advisor to the Prime Minister of India, he has rich experience in formulation of macro-economic policy for the government tariff and taxation policies as well as initiatives for modernizing the capital markets. List of public companies in which outside directorship held: Apollo Tyres Ltd. Companies: Dabur India Ltd. - Remuneration cum Compensation Committee; - Audit Committee; Shareholding in the Company: Nil Mr Sunil Duggal Date of birth : Date of Appointment : Qualification : B.E.(Hons)-Electrical & Electronics, M.B.A. (IIM, Kolkata) Mr Sunil Duggal served as General Manager - Sales & Marketing in Wimco Ltd, then moved to Pepsi Foods Ltd in 1994 as General Manager Sales & Marketing before joining Dabur in Played a key role in redefining Sales and marketing functions at Dabur and making it more efficient and is at the helm of affairs at Dabur as CEO since List of public companies in which outside directorship held: 1. Dabur International Limited 2. H & B Stores Limited Companies: Nil Shareholding in the Company: 14,64,360 number of shares. Mr Albert Wiseman Paterson Date of birth : Date of Appointment : Qualification : B.Sc. (Hons) Mathematics, ACII, Post Graduate Certificate in Education. Mr Albert Wiseman Paterson in early stages of his career has served in various leadership roles in the actuarial, planning and strategy areas of the Aviva group. Being a CEO he looked into, life insurance and pension businesses and was also responsible for a portfolio of business units of Aviva Plc. including Turkey, Czech Republic, Romania and Hungary. List of public companies in which outside directorship held: Nil Companies: Nil Shareholding in the Company: Nil Mr Analjit Singh Date of birth : Date of Appointment : Qualification : BA, BS, MBA (Boston) Mr. Analjit Singh is a self made entrepreneur. He has been leading the charge of reinventing and restructuring the Max India Group with a vision to be amongst India's most admired companies for service excellence. He is actively involved in social service and is currently an executive board member of the Board of Governors, Indian School of Business, Hyderabad, where he is facilitating and jointly funding a new campus at Mohali, Punjab. List of public companies in which outside directorship held: 1. Max India Ltd. 8. Vodafone Essar Ltd. 2. IDBI Bank Ltd. 9. Hero Corporate Services Ltd. 3. Hero Honda Motors Ltd. 10. Malsi Holdings Ltd. 4. Tata Tea Ltd. 11. Malsi Estates Ltd. 5. Max New York 12. Max Neeman Medical Life Insurance Co. Ltd. International Ltd. 6. Max Healthcare Institute Ltd. 13. Max Speciality Products Ltd. 7. Max Medical Services Ltd. 14. Max Bupa Health Insurance Ltd. Companies: Nil Shareholding in the Company: Nil