notice - Dabur India Limited

ii) any change in their address/e-mail id/ECS mandate/ bankdetails;iii) share certificate(s), held in multiple accounts inidentical names or joint accounts in the same order ofnames, for consolidation of such shareholding into oneaccount, andiv) copy of their Income Tax Permanent Account Number(PAN) card, including for all joint holders.b) Members holding shares in the dematerialized form arerequested to notify to their Depository Participant:i) their email id.ii) all changes with respect to their address, email id, ECSmandate and bank details.5. The Shareholders/Proxies are requested to produce at theRegistration Counter(s) the attached attendance slip, duly completedand signed, for admission to the meeting hall.Photocopies of Attendance Slip will not be entertained for issuingGate Pass for attending Annual General Meeting. However, in caseof non-receipt of Notice of Annual General Meeting, members arerequested to write to the Company at its registered office for issuingthe duplicate of the same.6. In case you have any query relating to the enclosed Annual Accountsyou are requested to send the same to the Company Secretary at theRegistered Office of the Company at least 10 days before the date ofAnnual General Meeting so as to enable the management to keepthe information ready.7. Pursuant to provisions of Section 205C of the Companies Act, 1956the amount of dividends remaining unclaimed and unpaid for aperiod of seven years from the date it is lying in the unpaid dividendaccount, is required to be transferred to the Investor Education andProtection Fund (IEPF). Accordingly, till date the Company hastransferred the unpaid and unclaimed amount pertaining to interimdividend for the financial year 2001-2002 to the IEPF. Members whohave not yet encashed their dividend warrants for the financial year2001-02 (final dividend) onwards are requested to make their claimsto the company immediately. Members may please note that no claimshall lie either against the Fund or the Company in respect of dividendwhich remain unclaimed and unpaid for a period of seven years fromthe date it is lying in the unpaid dividend account and no paymentshall be made in respect of such claims.8. As a measure of economy, copies of Annual Reports will not bedistributed at the venue of the Annual General Meeting. Membersare, therefore, requested to bring their own copies of the AnnualReports to the meeting.9. All the documents referred to in the accompanying notice,explanatory statement and Register of Directors’ Shareholding areopen for inspection at the registered office of the Company on allworking days between 11.00 am to 1.00 pm up to the date of AnnualGeneral Meeting. Register of Directors’ Shareholding shall be openfor inspection upto 3 days after the Annual General Meeting.10. Members holding shares in physical form and desirous of making anomination in respect of their shareholding in the Company, aspermitted under Section 109A of the Companies Act, 1956, arerequested to submit to the Registrar & Transfer Agents of theCompany the prescribed Form 2B, which can be downloaded fromour website www.dabur.com.EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION173(2) OF THE COMPANIES ACT, 1956Item No.7The Board of Directors in their meeting held on 30 th October, 2008 hasappointed Mr. Albert Wiseman Paterson as an Additional Non ExecutiveIndependent Director of the Company in terms of Section 260 of theCompanies Act, 1956.Pursuant to section 260 of the Companies Act, 1956 Mr. Albert WisemanPaterson shall hold office only upto the date of ensuing Annual GeneralMeeting. Valid Notice along with requisite deposit under section 257 ofthe Companies Act, 1956 has been received from a member of theCompany proposing the candidature of Mr. Albert Wiseman Patersonfor 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 Associateof the Institute of the Chartered Insurance. Mr. Albert Wiseman Patersonheld the post of Chief Executive Officer and Managing Director of AvivaLife Insurance Company India Ltd.Mr. Albert Wiseman Paterson in early stages of his career served in variousleadership roles in the actuarial, planning and strategy areas of the AvivaGroup. He was appointed CEO, Aviva Turkey in October 2002. Beforemoving to Turkey, he was Director Aviva Europe. Before coming to India,he was Director Aviva International with responsibility for a Portfolio ofbusiness units including Turkey, Czech Republic, Romania and Hungary.The Board considers that his association as a Director will be beneficialto and in the interest of the company.The Board of Directors recommends for your approval his appointmentas 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.8The Board of Directors in their meeting held on 30 th October, 2008 hasappointed Mr. Analjit Singh as an Additional Non Executive IndependentDirector of the Company in terms of Section 260 of the Companies Act,1956.Pursuant to section 260 of the Companies Act, 1956 Mr. Analjit Singhshall hold office only upto the date of ensuing Annual General Meeting.Valid Notice along with requisite deposit under section 257 of theCompanies Act, 1956 has been received from a member of the Companyproposing the candidature of Mr Analjit Singh for the office of Directorof the Company.Mr. Analjit Singh is an alumnus of Doon School, Dehradun, ShriramCollege of Commerce, University of Delhi, School of Management andthe Graduate School of Management, Boston University, Boston, USA.He is the Founder & Chairman of Max India Limited, Chairman of MaxNew York Life Insurance Company Limited and Chairman & ManagingDirector of Max Healthcare. He has been the driving force behind theMax 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 CEOsForum. He is a director on the Board of several companies such asIndustrial Development Bank of India (IDBI Ltd), Vodafone Essar, HeroHonda Motors Limited, Moser Baer Solar Plc, Tata Tea Ltd, etc. He is alsothe Life Chairman, Bhai Mohan Singh Foundation and Member,Governing Board of Bharti Foundation. Mr. Analjit Singh has always taken3

members of DNPL, if required, or the limits, if any, imposed by theGovernment/ Statutory Authority while granting their approval, ifapplicable, whichever is lower, and as may be agreed by the Board ofdirectors of DNPL with Mr. Amit Burman.Mr. Amit Burman is a Director of the Company belonging to thepromoters family. Besides, he is not related to any other director of thecompany in terms of Section 2(41) and section 6 read with Schedule 1Aof the Companies Act, 1956.The copy of resolution passed by the Board of Directors of the companyin its meeting held on 29.04.2009 approving the aforesaid proposal isavailable for inspection by the members of the company at its registeredoffice between 11.00 AM to 1.00 PM on all working days till the date ofthe Annual General Meeting.The Board of Directors recommends the resolution for your approval forvariation in the terms of remuneration.None of the Directors other than Mr. Amit Burman, himself, is concernedor interested in the resolution.Item No.11Mr. Chetan Burman was appointed as an Executive Director of DaburNepal Pvt. Ltd., a subsidiary of the company w.e.f 1 st May, 2005 on theremuneration and other terms and conditions as mutually agreed.Necessary resolution to this effect along with remuneration and otherterms and conditions was passed in the Annual General Meeting of theCompany held on 15 th July, 2005.Mr. Chetan Burman, relative of Mr Pradip Burman a promoter directorof Dabur India Limited, holds executive position in Dabur Nepal Pvt Ltd(DNPL) a subsidiary of the Company. With a view to inculcate higheststandards of good Corporate Governance in true spirit and to create andadhere to a corporate culture of fairness, transparency and ethical businesspractices and thereby ultimately enhancing shareholders value, he hasvoluntarily expressed his wish to forgo his right to withdraw salary beyondtoken amount of NR. 1 per month and House Rent Allowance, etc. but tocontinue his entitlement to reimbursement of medical expenses (includingfor family), w.e.f. 01.10.2008, which he is entitled to as per theremuneration and other terms and conditions approved by the membersof the company in the aforesaid Annual General Meeting. The matterwas approved and gesture of Mr. Burman which is in the larger interestsof the company was appreciated by the Board of DNPL in its meetingheld on 14.10.2008.Accordingly, the revised remuneration of Mr. Chetan Burman w.e.f.1 stOctober 2008 is as under:-Basic Salary /Allowances NR 12 Per AnnumProvident Fund NR 1.20 Per AnnumIn addition to the above, Mr. Chetan Burman will also be entitled to thefollowing benefits as per rules of the company:-i) Medical expenses reimbursement for self and family members forthe actual amount incurred.ii) Use of Company’s chauffeur driven car for official purposes andtelephone at residence (including payment for local calls and longdistance official calls, mobile phone, internet facility, any othermeans of communication facility). Use of car for private purposeand personal long distance telephone calls shall be billed by theCompany to the appointee.Other terms and conditions as given in the explanatory statement to theresolution dated 15 th July, 2005 passed in the Annual General Meeting ofthe company will remain same.The terms of appointment and remuneration given herein above be fixed,altered, varied and decreased/increased from time to time by the Boardof Directors of Dabur Nepal Pvt Ltd. as it may at its discretion deem fit soas not to exceed the limits as stated hereinabove and approved by themembers of DNPL, if required, or the limits, if any, imposed by the5Government/ Statutory Authority while granting their approval, ifapplicable, whichever is lower, and as may be agreed by the Board ofdirectors of DNPL with Mr. Chetan Burman.Mr. Chetan Burman is a relative of Mr Pradip Burman Director of theCompany belonging to the promoters family. Besides, he is not related toany other director of the company in terms of Section 2(41) and section6 read with Schedule 1A of the Companies Act, 1956.The copy of resolution passed by the Board of Directors of the companyin its meeting held on 29.04.2009 approving the aforesaid proposal isavailable for inspection by the members of the company at its registeredoffice between 11.00 AM to 1.00 PM on all working days till the date ofthe Annual General Meeting.The Board of Directors recommends the resolution for your approval forvariation in the terms of remuneration.None of the Directors other than Mr. Pradip Burman, is concerned orinterested in the resolution.Item No.12Mr. Aditya Burman was appointed as a whole time Director of DaburNepal Pvt. Ltd., a subsidiary of the company w.e.f 12 th August, 2008 onthe remuneration and other terms and conditions as mutually agreed.Accordingly, the Board of Directors of your company in its meeting heldon 29 th April, 2009, has recommended the appointment of Mr. AdityaBurman as whole time director (or any other designation which the Boardof Directors of Dabur Nepal Pvt Ltd. may decide from time to time) ofDabur Nepal Pvt. Ltd. w.e.f. 12 th August, 2008 on the followingremuneration and terms and conditions:A. Basic Salary:NRs equivalent to IRs.1163914/- p.a. with authority to the Board ofDirectors of Dabur Nepal Private Limited to give annual or otherincrements from time to time not exceeding 30% of the immediatelypreviously drawn basic salary.B. Perquisites & Allowance:In addition to the prescribed basic salary, Mr. Aditya Burman willalso be entitled to perquisites and allowances like conveyanceallowance, house rent allowance or rent free furnishedaccommodation in lieu thereof, house maintenance allowance,coverage under medical insurance, coverage under keymaninsurance scheme, leave travel concession for himself and his family,club fee, special allowance, variable pay/ performance linkedincentive, contribution to provident fund, and payment of gratuity,statutory bonus, Dasain and such other perquisites and allowancesin accordance with the rules of the company or as may be agreed toby the Board of Directors with him provided that such perquisitesand allowances will be subject to ceiling of 300% of the basic salary.The value of above perquisites and allowances have been presentlyfixed at NRs equivalent to IRs 2642206/- p.a. which shall be hisminimum perquisites and allowances at any point of time.For the purpose of calculating the above ceiling, perquisites andallowances shall be evaluated as per income tax rules, whereverapplicable. In the absence of any such rules, perquisites andallowances shall be evaluated at the actual cost.In addition to the above, Mr. Aditya Burman will also be entitled to thefollowing benefits as per rules of the Company:-1. Medical reimbursement for self and family members for the actualamount incurred.2. Use of Company’s Car for official purpose and telephone at residence(including payment for local calls and long distance calls, mobilephone, internet facility, any other means of communication facility).Use of car for private purpose and personal long distance calls shallbe billed by the Company to the appointee.

3. Encashment of unavailed leave as per the rules of the Company.Mr. Aditya Burman, relative of Dr Anand Burman a promoter director ofDabur India Limited, holds executive position in Dabur Nepal Pvt Ltd(DNPL) a subsidiary of the Company. With a view to inculcate higheststandards of good Corporate Governance in true spirit and to create andadhere to a corporate culture of fairness, transparency and ethical businesspractices and thereby ultimately enhancing shareholders value, he hasvoluntarily expressed his wish to forgo his right to withdraw salary beyondtoken amount of NR. 1 per month and House Rent Allowance, etc. but tocontinue his entitlement to reimbursement of medical expenses (includingfor family), w.e.f. 01.10.2008, which he is entitled to as per theremuneration and other terms and conditions approved by DNPL. Thematter was approved and gesture of Mr. Burman which is in the largerinterests of the company was appreciated by the Board of DNPL in itsmeeting held on 14.10.2008.Accordingly, the revised remuneration of Mr. Aditya Burman w.e.f.1 stOctober 2008 is as under:-Basic Salary /Allowances NR 12 Per AnnumProvident Fund NR 1.20 Per AnnumIn addition to the above, Mr. Aditya Burman will also be entitled to thefollowing benefits as per rules of the company:-i) Medical expenses reimbursement for self and family members forthe actual amount incurred.ii) Use of Company’s chauffeur driven car for official purposes andtelephone at residence (including payment for local calls and longdistance official calls, mobile phone, internet facility, any othermeans of communication facility). Use of car for private purposeand personal long distance telephone calls shall be billed by theCompany to the appointee.The terms of appointment and remuneration given herein above be fixed,altered, varied and decreased/increased from time to time by the Boardof Directors of Dabur Nepal Pvt. Ltd. as it may at its discretion deem fitso as not to exceed the limits as stated hereinabove and approved by themembers of DNPL, if required, or the limits, if any, imposed by theGovernment/ Statutory Authority while granting their approval, ifapplicable, whichever is lower, and as may be agreed by the Board ofdirectors of DNPL with Mr. Aditya Burman.Mr. Aditya Burman is a relative of Dr. Anand Burman Director of theCompany belonging to the promoters family. Besides, he is not related toany other director of the company in terms of Section 2(41) and section6 read with Schedule 1A of the Companies Act, 1956.The copy of resolution passed by the Board of Directors of the companyin its meeting held on 29.04.2009 approving the aforesaid proposal isavailable for inspection by the members of the company at its registeredoffice between 11.00 AM to 1.00 PM on all working days till the date ofthe Annual General Meeting.The Board of Directors recommends the resolution for your approval forvariation in the terms of remuneration.None of the Directors other than Dr Anand Burman, is concerned orinterested in the resolution.Item No.13Mr. Mohit Burman was appointed as a Whole time Director of DaburInternational Limited, a wholly owned subsidiary of the company w.e.f1 st April, 2006 on the remuneration and other terms and conditions asmutually agreed. Necessary resolution to this effect along withremuneration and other terms and conditions was passed in the AnnualGeneral Meeting of the Company held on 8 th July, 2006.Mr. Mohit Burman is a promoter director, holding executive position inDabur International Ltd (DITNL) a subsidiary of the Company. With aview to inculcate highest standards of good Corporate Governance intrue spirit and to create and adhere to a corporate culture of fairness,6transparency and ethical business practices and thereby ultimatelyenhancing shareholders value, he has voluntarily expressed his wish toforgo his right to withdraw salary beyond token amount of AED. 1 permonth and House Rent Allowance, Special Allowance etc. but to continuehis entitlement to reimbursement of medical expenses (including forfamily), w.e.f. 01.10.2008, which he is entitled to as per the remunerationand other terms and conditions approved by the members of the companyin the aforesaid Annual General Meeting. The matter was approved andgesture of Mr. Burman which is in the larger interests of the companywas appreciated by the Board of DITNL in its meeting held on 23.09.2008.Accordingly, the revised remuneration of Mr. Mohit Burman w.e.f.1 stOctober 2008 is as under:-Basic Salary /Allowances AED 12 Per AnnumIn addition to the above, Mr. Mohit Burman will also be entitled to thefollowing benefits as per rules of the company:-i) Medical expenses reimbursement for self and family members forthe actual amount incurred.ii) Use of Company’s chauffeur driven car for official purposes andtelephone at residence (including payment for local calls and longdistance official calls, mobile phone, internet facility, any othermeans of communication facility). Use of car for private purposeand personal long distance telephone calls shall be billed by theCompany to the appointee.Other terms and conditions as given in the explanatory statement to theresolution dated 8 th July, 2006 passed in the Annual General Meeting ofthe company will remain same.The terms of appointment and remuneration given herein above be fixed,altered, varied and decreased/increased from time to time by the Boardof Directors of Dabur International Ltd. as it may at its discretion deemfit so as not to exceed the limits as stated hereinabove and approved bythe members of DITNL, if required, or the limits, if any, imposed by theGovernment/ Statutory Authority while granting their approval, ifapplicable, which is lower, and as may be agreed by the Board of directorsof DINTL with Mr. Mohit Burman.Mr. Mohit Burman is a Director of the Company belonging to thepromoters family. Besides, he is not related to any other director of thecompany in terms of Section 2(41) and section 6 read with Schedule 1Aof the Companies Act, 1956.The copy of resolution passed by the Board of Directors of the companyin its meeting held on 29.04.2009 approving the aforesaid proposal isavailable for inspection by the members of the company at its registeredoffice between 11.00 AM to 1.00 PM on all working days till the date ofthe Annual General Meeting.The Board of Directors recommends the resolution for your approval forvariation in the terms of remuneration.None of the Directors other than Mr. Mohit Burman, himself, is concernedor interested in the resolution.Item No.14Mr. Sidharth Burman is holding position of Executive Director in DaburInternational Ltd., a wholly owned subsidiary of the company, on theremuneration and other terms and conditions as mutually agreed.Necessary resolution to this effect along with remuneration and otherterms and conditions was passed in the Annual General Meeting of theCompany held on 10 th July, 2008.Mr. Sidharth Burman, relative of Mr. Pradip Burman a promoter directorof Dabur India Limited, holds executive position in Dabur InternationalLtd (DITNL) a subsidiary of the Company. With a view to inculcate higheststandards of good Corporate Governance in true spirit and to create andadhere to a corporate culture of fairness, transparency and ethical businesspractices and thereby ultimately enhancing shareholders value, he hasvoluntarily expressed his wish to forgo his right to withdraw salary beyond

token amount of AED. 1 per month, but to continue his entitlement toreimbursement of medical expenses (including for family), w.e.f.01.10.2008, which he is entitled to as per the remuneration and otherterms and conditions approved by the members of the company in theaforesaid Annual General Meeting. The matter was approved and gestureof Mr. Burman which is in the larger interests of the company wasappreciated by the Board of DITNL in its meeting held on 23.09.2008.Accordingly, the revised remuneration of Mr. Sidharth Burman w.e.f.1 stOctober 2008 is as under:-Basic Salary /Allowances AED 12 Per AnnumIn addition to the above, Mr. Sidharth Burman will also be entitled to thefollowing benefits as per rules of the company:-i) Medical expenses reimbursement for self and family members forthe actual amount incurred.ii) Use of Company’s chauffeur driven car for official purposes andtelephone at residence (including payment for local calls and longdistance official calls, mobile phone, internet facility, any othermeans of communication facility). Use of car for private purposeand personal long distance telephone calls shall be billed by theCompany to the appointee.Other terms and conditions as given in the explanatory statement to theresolution dated 10 th July, 2008 passed in the Annual General Meeting ofthe company will remain same.The terms of appointment and remuneration given herein above be fixed,altered, varied and decreased/increased from time to time by the Boardof Directors of Dabur International Ltd. as it may at its discretion deemfit so as not to exceed the limits as stated hereinabove and approved bythe members of DITNL, if required, or the limits, if any, imposed by theGovernment/ Statutory Authority while granting their approval, ifapplicable, whichever is lower, and as may be agreed by the Board ofdirectors of DINTL with Mr. Sidharth Burman.Mr. Sidharth Burman is a relative of Mr. Pradip Burman Director of theCompany belonging to the promoters family. Besides, he is not related toany other director of the company in terms of Section 2(41) and section6 read with Schedule 1A of the Companies Act, 1956.The copy of resolution passed by the Board of Directors of the companyin its meeting held on 29.04.2009 approving the aforesaid proposal isavailable for inspection by the members of the company at its registeredoffice between 11.00 AM to 1.00 PM on all working days till the date ofthe Annual General Meeting.The Board of Directors recommends the resolution for your approval forvariation in the terms of remuneration.None of the Directors other than Mr. Pradip Burman, is concerned orinterested in the resolution.Item No.15Mr. Gaurav Burman is holding position of Executive Director in DaburInternational Ltd., a wholly owned subsidiary of the company, on theremuneration and other terms and conditions as mutually agreed.Necessary resolution to this effect along with remuneration and otherterms and conditions was passed in the Annual General Meeting of theCompany held on 10 th July, 2008.Mr. Gaurav Burman, relative of Mr Mohit Burman a promoter directorof Dabur India Limited, holds executive position in Dabur InternationalLtd (DITNL) a subsidiary of the Company. With a view to inculcate higheststandards of good Corporate Governance in true spirit and to create andadhere to a corporate culture of fairness, transparency and ethical businesspractices and thereby ultimately enhancing shareholders value, he hasvoluntarily expressed his wish to forgo his right to withdraw salary beyondtoken amount of AED. 1 per month, but to continue his entitlement toreimbursement of medical expenses (including for family), w.e.f.01.10.2008, which he is entitled to as per the remuneration and other7terms and conditions approved by the members of the company in theaforesaid Annual General Meeting. The matter was approved and gestureof Mr. Burman which is in the larger interests of the company wasappreciated by the Board of DITNL in its meeting held on 23.09.2008.Accordingly, the revised remuneration of Mr. Gaurav Burman w.e.f.1 stOctober 2008 is as under:-Basic Salary /Allowances AED 12 Per AnnumIn addition to the above, Mr. Gaurav Burman will also be entitled to thefollowing benefits as per rules of the company:-i) Medical expenses reimbursement for self and family members forthe actual amount incurred.ii) Use of Company’s chauffeur driven car for official purposes andtelephone at residence (including payment for local calls and longdistance official calls, mobile phone, internet facility, any othermeans of communication facility). Use of car for private purposeand personal long distance telephone calls shall be billed by theCompany to the appointee.Other terms and conditions as given in the explanatory statement to theresolution dated 10 th July, 2008 passed in the Annual General Meeting ofthe company will remain same.The terms of appointment and remuneration given herein above be fixed,altered, varied and decreased/increased from time to time by the Boardof Directors of Dabur International Ltd. as it may at its discretion deemfit so as not to exceed the limits as stated hereinabove and approved bythe members of DITNL, if required, or the limits, if any, imposed by theGovernment/ Statutory Authority while granting their approval, ifapplicable, whichever is lower, and as may be agreed by the Board ofdirectors of DINTL with Mr. Gaurav Burman.Mr. Gaurav Burman is a relative of Mr. Mohit Burman Director of theCompany belonging to the promoters family. Besides, he is not related toany other director of the company in terms of Section 2(41) and section6 read with Schedule 1A of the Companies Act, 1956.The copy of resolution passed by the Board of Directors of the companyin its meeting held on 29.04.2009 approving the aforesaid proposal isavailable for inspection by the members of the company at its registeredoffice between 11.00 AM to 1.00 PM on all working days till the date ofthe Annual General Meeting.The Board of Directors recommends the resolution for your approval forvariation in the terms of remuneration.None of the Directors other than Mr. Mohit Burman, is concerned orinterested in the resolution.Item No.16The members of the company by way of a Special Resolution passed inthe Annual General Meeting held on 13 th September, 2000 approved grantof stock options to the eligible employees of the company and itssubsidiaries by the company up to 5% of the issued share capital of thecompany on that date equivalent to 1,37,25,638 number of equity sharesof Re. 1 each. After that the company has issued bonus shares in the ratioof 1:1 and 1:2 in the year 2006 and 2007 respectively. Further, the companyhas issued stock options to the employees on a regular basis to ensuretheir commitment through ownership and financial motivation due towhich the aforesaid limit of 5% approved by the members is likely to beexhausted soon and therefore, it has become necessary to increase thislimit 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 specialresolution for grant of the increased number of stock options upto 5% ofthe issued and paid up share capital as on date.The Directors of the company have been issued or may be issued optionsunder the scheme. Hence, they are deemed to be interested / concernedto that extent in the resolution.

The Employee Stock Option Scheme is available for inspection at theRegistered Office of the company during 11.00 AM to 1.00 PM on allworking days upto Annual General Meeting of the company.Item No. 17The main business of the company is to manufacture, trade and marketpersonal and health care products, foods products, etc. The said businesswould remain the focused business of the company.However, to enable the company to carry out activities as specified inclause 7 of the Other Objects Clause of the Memorandum of Associationof the company, either directly on its own or indirectly through itssubsidiaries/ joint ventures etc. approval of members of the company isbeing 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 thisresolution.The copy of Memorandum and Articles of Association of the company isavailable for inspection by the members of the Company at its RegisteredOffice between 11.00 AM to 1.00 PM on all working days till the date ofAnnual General Meeting.Details of Directors seeking appointment/reappointment in Annual General Meeting fixed for 15 th July, 2009.Mr P N VijayDate of birth : 10.07.1951Date of Appointment : 15.05.2001Qualification : M Sc, IIT Chennai.Expertise in specific functional area:Mr. P N Vijay is a leading expert in stock market. He is regular columnistin leading newspaper and financial journals.List of public companies in which outside directorship held:Reed Relay & Electronics Limited.Chairman/Member of the Committee of Board of Directors of theCompanies:• Dabur India Ltd. - Shareholders/Investors Grievance Committee;- Audit Committee;- Remuneration cum Compensation Committee;Shareholding in the Company: NilMr S NarayanDate of birth : 20.06.1943Date of Appointment : 26.07.2005Qualification : M.Sc-Physics, MBM FinanceM.Phil-Cambridge Ph.D. IIT Delhi,IAS(Retd.)Expertise in specific functional area:For nearly 4 Decades (1965 to 2004) he was in public service in theState and Central Government, in development administration. Retiredas economic advisor to the Prime Minister of India, he has richexperience in formulation of macro-economic policy for the governmenttariff and taxation policies as well as initiatives for modernizing thecapital markets.List of public companies in which outside directorship held:Apollo Tyres Ltd.Chairman/Member of the Committee of Board of Directors of theCompanies:• Dabur India Ltd. - Remuneration cum Compensation Committee;- Audit Committee;Shareholding in the Company: NilMr Sunil DuggalDate of birth : 17.07.1957Date of Appointment : 31.07.2000Qualification : B.E.(Hons)-Electrical & Electronics,M.B.A. (IIM, Kolkata)Expertise in specific functional area:Mr Sunil Duggal served as General Manager - Sales & Marketing inWimco Ltd, then moved to Pepsi Foods Ltd in 1994 as General ManagerSales & Marketing before joining Dabur in 1995. Played a key role inredefining Sales and marketing functions at Dabur and making it moreefficient and is at the helm of affairs at Dabur as CEO since 2001.8List of public companies in which outside directorship held:1. Dabur International Limited2. H & B Stores LimitedChairman/Member of the Committee of Board of Directors of theCompanies: NilShareholding in the Company: 14,64,360 number of shares.Mr Albert Wiseman PatersonDate of birth : 07.08.1958Date of Appointment : 30.10.2008Qualification : B.Sc. (Hons) Mathematics, ACII, PostGraduate Certificate in Education.Expertise in specific functional area:Mr Albert Wiseman Paterson in early stages of his career has served invarious leadership roles in the actuarial, planning and strategy areas ofthe Aviva group. Being a CEO he looked into, life insurance and pensionbusinesses and was also responsible for a portfolio of business units ofAviva Plc. including Turkey, Czech Republic, Romania and Hungary.List of public companies in which outside directorship held: NilChairman/Member of the Committee of Board of Directors of theCompanies: NilShareholding in the Company: NilMr Analjit SinghDate of birth : 11.01.1954Date of Appointment : 30.10.2008Qualification : BA, BS, MBA (Boston)Expertise in specific functional area:Mr. Analjit Singh is a self made entrepreneur. He has been leading thecharge of reinventing and restructuring the Max India Group with avision to be amongst India's most admired companies for serviceexcellence. He is actively involved in social service and is currently anexecutive board member of the Board of Governors, Indian School ofBusiness, Hyderabad, where he is facilitating and jointly funding a newcampus 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 MedicalLife 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.Chairman/Member of the Committee of Board of Directors of theCompanies: NilShareholding in the Company: Nil