Dabur-Notice of AGM 2011

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Notice is hereby given that the 36th Annual General Meeting of theMembers of Dabur India Limited will be held on Friday, the

15

th

July, 2011 at Air Force Auditorium, Subroto Park, New Delhi 110010 at 11.00 AM to transact the following business:-

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet of theCompany as at 31st March, 2011 and Profit and Loss Account forthe year ended on that date along with the Reports of Auditors andDirectors thereon.

2. To confirm the interim dividend already paid and declare finaldividend for the financial year ended 31st March, 2011.

3. To appoint a Director in place of Mr. R C Bhargava who retires byrotation and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. Mohit Burman who retires byrotation and being eligible offers himself for re-appointment.

5. To appoint a Director in place of Mr P N Vijay who retires byrotation and being eligible offers himself for re-appointment.

6. To appoint a Director in place of Mr. Sunil Duggal who retires byrotation and being eligible offers himself for re-appointment.

7. To appoint Auditors and to fix their remuneration.

By Order of the Boardfor DABUR INDIA LIMITED

Regd. Office:8/3, Asaf Ali Road, New Delhi - 110 002 (A K JAIN)27th April, 2011 GM (Fin.) & Co. Secretary

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND ON A POLL TO VOTE INSTEAD OF HIMSELF. THEPROXY 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 RETURNEDDULY COMPLETED AT THE REGISTERED OFFICE OF THECOMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORETHE SCHEDULED TIME OF THE COMMENCEMENT OF 36 th

ANNUAL GENERAL MEETING.

2. The Share Transfer Books and Register of Members of the Companywill remain closed from Friday, 1st July, 2011 to Friday, 8th July,2011 (both days inclusive).

3. Members holding shares in physical form are requested to notify/send the following to the Registrar & Transfer Agent of the CompanyKarvy Computershare Pvt Ltd., 105-108, Arunachal Building, 19Barakhamba Road, New Delhi-110001:-

i) particulars of their bank account and email id, in case the samehave not been sent earlier;

ii) any change in their address/e-mail id/ECS mandate/ bankdetails;

iii) share certificate(s), held in multiple accounts in identical namesor joint accounts in the same order of names, for consolidationof such shareholding into one account.

4. The Securities and Exchange Board of India has notified thatthe shareholders/ transferee of shares (including joint holders)holding shares in physical form are required to furnish acertified copy of their Income Tax Permanent Account Number(PAN) card to the company / RTA while transacting in the

securities market including transfer, transmission or any othcorporate action. Accordingly, all the shareholders/ transfer

of shares (including joint holders) in physical form are requestto furnish a certified copy of their PAN Card to the companRTA while transacting in the securities market includintransfer, transmission or any other corporate action.

5. The shares of the company are under compulsory Demtrading. Members holding shares in physical form are requestto convert their shares into dematerialized form in their owinterest and convenience purpose.

6. Members holding shares in the dematerialized form are requesto notify to their Depository Participant:

i) their email id.ii) all changes with respect to their address, email id, ECS mand

and bank details.

7. Service of documents through Email

Ministry of Corporate Affairs ("MCA") has vide Circul

No.17/2011 dt. 21.4.2011 allowed the service of documents members by a company through electronic mode.

Accordingly the company proposes to send documents liShareholders Meeting Notice/ other notices, audited financstatements, directors' report, auditors' report or any othdocument, to its members in electronic form at the email addreprovided by them and/or made available to the Company their Depositories.

Members who have not yet registered their email id (includithose who wish to change their already registered email id) mget the same registered/ updated either with their Depositorior by writing to the company (by filling & sending the prepainland letter attached with the Annual Report).

8. The Shareholders/Proxies are requested to produce at Registration Counter(s) the attached attendance slip, duly compleand signed, for admission to the meeting hall.

9. In case you have any query relating to the enclosed Annual Accouyou are requested to send the same to the Company Secretary at Registered Office of the Company at least 10 days before the dof Annual General Meeting so as to enable the management to kthe information ready.

10. Pursuant to provisions of Section 205C of the Companies Act, 1the amount of dividends remaining unclaimed and unpaid foperiod of seven years from the date it is lying in the unpaid dividaccount, is required to be transferred to the Investor Education aProtection Fund (IEPF). Accordingly, till date the Company transferred the unpaid and unclaimed amount pertaining to intedividend for the financial year 2003-2004 to the IEPF. Membwho have not yet encashed their dividend warrants for the finanyear 2003-04 (final dividend) onwards are requested to make thclaims to the company immediately. Members may please note t

no claim shall lie either against the Fund or the Company in respof dividend which remain unclaimed and unpaid for a periodseven years from the date it is lying in the unpaid dividend accoand no payment shall be made in respect of such claims.

11. As a measure of economy, copies of Annual Reports will notdistributed at the venue of the Annual General Meeting. Membare, therefore, requested to bring their own copies of the AnnReports to the meeting.

12. All the documents referred to in the accompanying notice aRegister of Directors Shareholding are open for inspection at

Notice

Dabur India LimitedRegd. Office : 8/3 Asaf Ali Road, New Delhi - 110 002

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MR R C BHARGAVA

Date of birth : 30.07.1934

Date of Appointment : 27.01.2005

Qualification : MA in Development Economics, MS inMathematics, IAS retired.

Expertise in specific functional area :Mr R C Bhargava served in Indian Administrative services and has held the postof Joint Secretary in the Ministry of Energy and in the Cabinet Secretariat. Heheld various positions in Maruti Udyog Limited and retired in 1997 as its CEO.At present he is Chairman of Maruti Suzuki India Ltd.

List of public companies in which outside directorship held :1. ILFS Ltd.2. Polaris Software Lab Ltd.3. Taj Asia Ltd.4. Grasim Industries Ltd.5. Optimus Global Services Ltd.6. Maruti Suzuki India Ltd.

7. Thomson Press Ltd.8. Ultra Tech Cement Co. Ltd.9. Idea Cellular Limited.10. Aditya Birla Sunlife Asset Management Company Ltd.

Chairman/Member of the Committee of Board of Directors of theCompanies:

Shareholders/Investors Grievance Committee:- Ultra Tech Cement Co. Ltd. Maruti Suzuki India Ltd.

Audit Committee:- Dabur India Ltd. ILFS Ltd. Polaris Software Lab Ltd. Grasim Industries Ltd. Optimus Global Services Ltd. Thomson Press Ltd. Ultra Tech Cement Co. Ltd.

Shareholding in the Company : Nil

MR MOHIT BURMAN



Qualification : Graduated f rom Richmond col lege,London and MBA in Finance from BabsonGraduate School of Business Wellesley

Expertise in specific functional area :

Mr Mohit Burman has been intrumental in expanding the group`s financialservices business into Asset Management and Life Insurance by setting upinsurance Company with UK`s largest Insurance company AVIVA Plc. He has tohis credit the acquisition of Balsara Home Products Limited in 2005.

List of public companies in which outside directorship held :1. Aviva Life Insurance Co. India Ltd.2. Dabur Ayurvedic Specialities Ltd.3. Dabur International Ltd.4. Universal Sompo General Insurance co. Ltd.5. Mahindra Forgings Ltd.6. H&B stores Ltd.7. IndiaCo Ventures Ltd.8. Dabur Pharmaceuticals Ltd.

Chairman/Member of the Committee of Board of Directors of theCompanies:

Audit Committee:- Aviva Life Insurance Co. India Ltd.

Mahindra Forgings Ltd.

Universal Sompo General Insurance Company Ltd.

Remuneration cum Compensation Committee:-

Mahindra Forgings Ltd.


MR .P N VIJAY



Qualification : M Sc, IIT Chennai


Mr. P N Vijay is a leading expert in stock market. He is regular columnist

leading newspaper and financial journals.

List of public companies in which outside directorship held :

1. Reed Relays & Electronics India Limited.

2. India Mart Inter Mesh Ltd.

3. One97 Communications Ltd.

Chairman/Member of the Committee of Board of Directors of t

Companies:

Shareholders/Investors Grievance Committee:-

Dabur India Ltd.

One 97 Communications Ltd.

Audit committee:-

Dabur India Ltd.

India Mart Inter Mesh Ltd.

One97 Communications Ltd.

Remuneration cum Compensation Committee:-

Dabur India Ltd.

India Mart Inter Mesh Ltd.

One97 Communications Ltd.


MR SUNIL DUGGAL



Qualification : BE, MBA (IIM, Kolkata)


Mr Sunil Duggal served as GM-Sales & Marketing in Wimco Ltd., then mov

to Pepsi Foods Ltd. in 1994 as GM- Sales & Marketing before joining Dabur

1995. He played a key role in redefining Sales & Marketing function at Dab

and making it more efficient and is at the helm of affairs at Dabur as CEO sin

2001.

List of public companies in which outside directorship held :

1. Dabur International Ltd.

2. H & B Stores Ltd.

3. Weikfield International (UAE) LLC.

4. African Consumer Care Ltd.

5. Naturelle LLC6. Dermoviva Skin Essentials Inc

7. Hair Rejuvination & Revitalization Nigeria Ltd.

8. Hobi Kozmetik

Chairman/Member of the Committee of Board of Directors of t

Companies:

Audit Committee

H& B Stores Ltd.

Shareholding in the Company :

29,10,000 no. of shares

Details of directors seeking reappointment in Annual General Meeting fixed for 15th July, 20

registered office of the Company on all working days between 11.00am to 1.00 pm up to the date of Annual General Meeting. Registerof Directors Shareholding shall be open for inspection upto 3 daysafter the Annual General Meeting.

13. Members holding shares in physical form and desirous of making

a nomination in respect of their shareholding in the Companypermitted under Section 109A of the Companies Act, 1956, requested to submit to the Registrar & Transfer Agents of tCompany the prescribed Form 2B, which can be downloaded frour website www.dabur.com

Dabur-Notice of AGM 2011

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