Dabur India Limited
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DABUR INDIA LIMITED Regd. Office : 8/3 Asaf Ali Road, New Delhi - 110002 NOTICE Notice is hereby given that the 35th Annual General Meeting of -on such remuneration and terms & conditions as set out in the Members of Dabur India Limited will be held on Tuesday, the the explanatory statement attached to this notice." 31st August, 2010 at Air Force Auditorium, Subroto Park, New 10. To consider and, if thought fit, to pass, with or without Delhi - 110010 at 11.00 AM to transact the following business:- modification(s), the following resolution as a Special Resolution:- ORDINARY BUSINESS "RESOLVED THAT in partial modification of the resolution passed 1. To receive, consider and adopt the Audited Balance Sheet of at the 32nd Annual General Meeting held on 13.07.2007 and the Company as at 31st March, 2010 and Profit and Loss in accordance with the provisions of Sections 198, 269, 309, Account for the year ended on that date along with the Reports 310 and 314 read with Schedule XIII and all other applicable of Auditors and Directors thereon. provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in 2. To confirm the interim dividend already paid and declare final force), the Consent of the Company be and is hereby accorded dividend for the financial year ended 31st March, 2010. for the revision in the terms of remuneration of Mr P D Narang, 3. To appoint a Director in place of Mr. Pradip Burman who retires w.e.f. 01.07.2009 for the remainder of his tenure as the Whole- by rotation and being eligible offers himself for reappointment. time Director of the Company i.e. up to 31.03.2013 on such remuneration and terms & conditions as set out in the 4. To appoint a Director in place of Mr. Amit Burman who retires explanatory statement attached to this notice." by rotation and being eligible offers himself for reappointment. 11. To consider and, if thought fit, to pass, with or without 5. To appoint a Director in place of Dr. Anand Burman who retires modification(s), the following resolution as an Ordinary by rotation and being eligible offers himself for reappointment. Resolution:- 6. To appoint a Director in place of Mr. P D Narang who retires by "RESOLVED THAT in modification of the earlier resolution passed rotation and being eligible offers himself for reappointment. at the 19th Annual General Meeting of the Company held on 7. To appoint Auditors and to fix their remuneration. 19th September, 1994, the consent of the company be and is SPECIAL BUSINESS hereby accorded to the Board of Directors of the company under Section 293(1) (a) and other applicable provisions, if any, of 8. To consider and, if thought fit, to pass, with or without the Companies Act, 1956 to mortgage and /or create charge on modification(s), the following resolution as an Ordinary all the immovable and movable properties or such assets of the Resolution:- company wherever situate, present and future and/or with power "RESOLVED THAT Dr. Ajay Dua, who was co-opted by the Board to enter upon and take possession of the assets of the company as an Additional Director with effect from 3rd September, 2009 in certain events on such terms and conditions and at such time and who holds office upto the date of this Annual General or times and in such form or manner as it may think fit, to or in Meeting and in respect of whom the company has received a favour of Financial Institutions/ Banks/ Trustees for the Debenture notice in writing from a member proposing his candidature for holders/ lenders of Euro Convertible Bonds (ECBs) issued/ the office of Director, be and is hereby appointed as a Director proposed to be issued, for an aggregate nominal value not of the Company liable to retire by rotation." exceeding Rs. 2,000,00,00,000/- (Rupees two thousand crores only) to secure the Term Loans/ Debentures/ ECBs/ together 9. To consider and, if thought fit, to pass, with or without with interest, costs, charges, expenses, and other monies modification(s), the following resolution as a Special Resolution:- including premium payable in this connection in terms of the "RESOLVED THAT in accordance with the provisions of Sections agreement to be entered into between the company and Financial 198, 269, 309, 310 and 314 read with Schedule XIII and all Institutions/ Banks/ Trustees for the Debenture holders/ lenders other applicable provisions of the Companies Act, 1956 of Euro Convertible Bonds (ECBs), such security to rank pari- (including any statutory modification(s) or re-enactment thereof, passu with, or second or subservient to, the mortgages and / or for the time being in force), the Consent of the Company be charges already created or to be created by the company or in and is hereby accorded to the :- such manner as may be agreed to between the concerned parties and as may be thought expedient by the Board . I. Revision in terms of remuneration of Mr Sunil Duggal, Whole-time Director of the Company, designated as Chief RESOLVED FURTHER THAT for the purpose of giving effect to Executive Officer of the company,for the remaining period this resolution, the Board be and is hereby authorized to do all of his existing tenure i.e. from 01.07.2009 till acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and to settle 30.07.2010, and any question, difficulty, doubt that may arise in respect of the II. Reappointment of Mr Sunil Duggal as a Whole-time borrowing(s) aforesaid and further to do all acts, deeds matters Director of the Company, designated as Chief Executive and things and to execute all documents, writings as may be Officer of the company, for a period of 5 years w.e.f.31st necessary, proper or desirable or expedient to give effect to July, 2010, this resolution." 1 12. To consider and, if thought fit, to pass, with or without II) pursuant to the Securities and Exchange Board of India modification(s), the following resolution as an Ordinary (Employee Stock Options Scheme and Employee Stock Resolution:- Purchase Scheme) Guidelines, 1999 and consequent to "RESOLVED THAT in modification of the earlier resolution passed the issue of bonus shares, the Board be and is hereby at the 19th Annual General Meeting of the Company held on authorized to make fair and reasonable adjustment in price 19th September, 1994, the consent of the company be and is and number of shares to be issued against stock options, hereby accorded to the Board of Directors of the company under (including grant of fresh options as bonus options) whether Section 293(1)((d) of the Companies Act, 1956 to borrow any granted or to be granted, under the Employee Stock Option sum or sums of money from time to time at their discretion, Scheme of the company and also to capitalize the amount for the purpose of business of the company, notwithstanding necessary for issue of Bonus shares upon exercise of Stock that the money or moneys to be borrowed together with moneys Options, vested but not exercised and unvested till the already borrowed by the company (apart from temporary loans Record Date fixed for issue of Bonus shares and the amount obtained from the company's bankers in the ordinary course of shall stand reduced to the extent such options are not business) may exceed the aggregate of the paid up capital and exercised. free reserves of the company, that is to say, reserves not set III) the shares so distributed shall be treated for all purposes apart for any specific purpose, provided however, that the total amount so borrowed shall not exceed Rs. 2,000,00,00,000/- as an increase in the amount of capital held by each (Rupees two thousand crore only). member and not as income; RESOLVED FURTHER THAT for the purpose of giving effect to IV) the said new equity shares to be issued and allotted as fully this resolution, the Board be and is hereby authorized to do all paid-up Bonus Shares shall be subject to the Memorandum acts, deeds, matters and things as it may in its absolute and Articles of Association of the company and shall subject discretion deem necessary, proper or desirable and to settle thereto rank pari passu with existing equity shares in all any question, difficulty, doubt that may arise in respect of the respects save and except that such new equity shares shall borrowing(s) aforesaid and further to do all acts, deeds matters carry the right to receive dividend that may be paid/ declared and things and to execute all documents, writings as may be on or after the allotment of such bonus shares for the necessary, proper or desirable or expedient to give effect to financial year ending 31st March, 2011. this resolution." V) such allotment of Bonus Shares to non- resident 13. To consider and, if thought fit, to pass, with or without shareholders/ Foreign Institutional Investors and other modification(s), the following resolution as a Special Resolution:- foreign investors of the company shall be subject to "RESOLVED THAT approval of the Reserve Bank of India under the Foreign Exchange Management Act, 2000; if any; I) pursuant to the applicable provisions of the Companies Act, 1956, (including any statutory modification or re- VI) no letter of allotment shall be issued in respect of the enactment thereof for the time being in force) Article 131 Bonus shares but in the case of members who hold equity of the Articles of Association of the Company and in shares in dematerialized form, the bonus shares shall be accordance with the Securities and Exchange Board of credited to the respective