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Notice Set out Above Is Annexed Herewith NOTES DABUR INDIA LIMITED 1. The relevant explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of item no.8 to 11, of the notice set out above is annexed herewith. Regd. Office : 8/3 Asaf Ali Road, New Delhi - 110002 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 NOTICE THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE COMMENCEMENT OF 31ST ANNUAL GENERAL MEETING. Notice is hereby given that the 31st Annual General Meeting of the Members of Dabur India Limited will be held on 3. The Share Transfer Books and Register of Members of the Company will remain closed from Friday, the 23rd June, 2006 to Saturday, the 8th July, 2006 (both days inclusive). Saturday, the 8th July, 2006 at Air Force Auditorium, Subroto Park, New Delhi – 110 010 at 9.30 AM to transact the following business:- 4. a) Members holding shares in physical form are requested to notify/send the following to the Registrar & Transfer Agent of the Company MCS LIMITED, SRI VENKATESH BHAWAN, W-40, OKHLA INDUSTRIAL AREA, PHASE II, NEW DELHI - 110020:- ORDINARY BUSINESS i) particulars of their bank account and email id, in case the same have not been sent earlier; and 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2006 and Profit & Loss Account for ii) any change in their address/e-mail id/ECS mandate/ bank details; the year ended on that date along with the Reports of the Auditors and Directors thereon. 2. To confirm the interim dividend already paid and to declare final dividend for the financial year ended 31st March, 2006. 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. 3. To appoint a Director in place of Dr Anand Burman who retires by rotation and being eligible offers himself for reappointment. 4. To appoint a Director in place of His Highness Maharaja Gaj Singh who retires by rotation and being eligible offers himself for b) Members holding shares in the dematerialised form are requested to notify all changes with respect to their address, email id, reappointment. ECS mandate and bank details to their Depository Participant. 5. To appoint a Director in place of Mr Sunil Duggal who retires by rotation and being eligible offers himself for reappointment. 5. The Shareholders/Proxies are requested to produce at the Registration Counter(s) the attached attendance slip, duly completed 6. To appoint a Director in place of Mr P N Vijay who retires by rotation and being eligible offers himself for reappointment. and signed, for admission to the meeting hall. 7. To appoint Auditors and to fix their remuneration. Photocopies of Attendance Slip will not be entertained for issuing Gate Pass for attending Annual General Meeting. However, SPECIAL BUSINESS 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. 8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:- “RESOLVED THAT Dr S Narayan, who was co-opted by the Board as an additional Director with effect from 26th July, 2005 and who 6. In case you have any query relating to the enclosed Annual Accounts you are requested to send the same to the Company Secretary holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing at the Registered Office of the Company atleast 10 days before the date of Annual General Meeting so as to enable the management from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, to keep the information ready. liable to retire by rotation.” 7. Pursuant to provisions of Section 205C of the Companies Act, 1956, the amount of dividends remaining unclaimed and unpaid for 9. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:- a period of seven years from the date of payment, is required to be transferred to the Investor Education and Protection Fund (IPF). “RESOLVED THAT M/s Bansal & Company, Chartered Accountants, be and are hereby reappointed as Branch Auditors of the Accordingly, during the financial year 2005-06 the Company has transferred the unpaid and unclaimed amount pertaining to final Company to hold office until the conclusion of next Annual General Meeting to carry out the audit of the books of accounts dividend for the financial year 1997-98 amounting to Rs.5,55,387/- and unpaid and unclaimed amount pertaining to interim dividend relating to Alwar Division of the Company for the financial year 2006-07 on such remuneration as may be determined by the Audit for the financial year 1998-99 amounting to Rs.4,47,900/- to the IPF. Members who have not yet encashed their dividend warrants Committee.” for the financial year 1998-99 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 10. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:- period of seven years from the date of payment and no payment shall be made in respect of such claims. “RESOLVED THAT M/s Waring & Partners, Chartered Accountants, be and are hereby reappointed as Branch Auditors of the Company to hold office until the conclusion of next Annual General Meeting to carry out the audit of the accounts of London Branch of 8. As a measure of economy, copies of Annual Reports will not be distributed at the venue of the Annual General Meeting. the Company for the financial year 2006-07 on such remuneration as may be determined by the Audit Committee.” Members are, therefore, requested to bring their own copies of the Annual Reports to the meeting. 11. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:- 9. All the documents referred to in the accompanying notice, explanatory statement and Register of Directors’ Shareholding are open “RESOLVED THAT in accordance with the provisions of Sections 314 and all other applicable provisions of the Companies Act, 1956 for inspection at the registered office of the Company on all working days between 11.00 am to 1.00 pm up to the date of Annual (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Consent of the Company be General Meeting. Register of Directors’ Shareholding shall be open for inspection upto 3 days after the Annual General Meeting. and is hereby accorded to the appointment of Mr Mohit Burman as Whole-time Director in Dabur International Limited (DITL) 10. Members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company, w.e.f. 1st April, 2006 on such remuneration and terms & conditions as set out in the explanatory statement attached to the notice.” 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 www.dabur.com By Order of the Board for DABUR INDIA LIMITED Regd. Office: 8/3, Asaf Ali Road, (A K JAIN) New Delhi - 110 002 Addl. General Manager (Fin.) 25th April, 2006 & Company Secretary Explanatory statement in respect of special business pursuant to Section 173(2) Details of Directors seeking appointment /reappointment in Annual General Meeting of the Companies Act, 1956 fixed for 8th July, 2006 Item No.8 Dr Anand Burman • Dabur International Limited The Board of Directors in its meeting held on 26th July, 2005, had appointed Dr S Narayan as Additonal Non-Executive Independent • Balsara Hygiene Products Limited Director of the Company in terms of Section 260 of the Companies Act, 1956. Date of Birth: 05.05.1952 • Balsara Home Products Limited Pursuant to provisions of Section 260 of the Companies Act, 1956, Dr S Narayan shall hold office only up to the date of ensuing Annual Date of Appointment: 13.10.1986 • Besta Cosmetics Limited General Meeting. Valid notice along with requisite deposit under Section 257 of the Companies Act, 1956 has been received from Qualification: M. Sc., Ph.D., University of Kansas, USA Chairman/Member of the Committee of Board of Directors of BOOK POST the member of the Company proposing the candidature of Dr S Narayan for the office of Director of the Company. the Companies: Dr S Narayan belongs to Indian Administrative Service of 1965 batch and has served for nearly four decades in various positions in Expertise in specific functional area: • Dr Anand Burman obtained his Masters of Science Degree in Dabur Foods Ltd.:- the State and Central Government. He retired in 2003-04 as Economic Adviser to the Prime Minister of India and was responsible Chemistry in 1977.
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