Dabur India Limited

Regd. Office : 8/3 Asaf Ali Road, New Delhi - 110 002

Notice
Notice is hereby given that the 36th Annual General Meeting of the Members of Dabur India Limited will be held on Friday, the 15th 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 the Company as at 31st March, 2011 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, 2011. 3. To appoint a Director in place of Mr. R C Bhargava who retires by rotation and being eligible offers himself for re-appointment. 4. To appoint a Director in place of Mr. Mohit Burman who retires by rotation and being eligible offers himself for re-appointment. 5. To appoint a Director in place of Mr P N Vijay who retires by rotation and being eligible offers himself for re-appointment. 6. To appoint a Director in place of Mr. Sunil Duggal who retires by rotation and being eligible offers himself for re-appointment. 7. To appoint Auditors and to fix their remuneration. By Order of the Board for 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 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 THE SCHEDULED TIME OF THE COMMENCEMENT OF 36th ANNUAL GENERAL MEETING. 2. The Share Transfer Books and Register of Members of the Company will 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 Company Karvy Computershare Pvt Ltd., 105-108, Arunachal Building, 19 Barakhamba Road, New Delhi-110001:i) particulars of their bank account and email id, in case the same have not been sent earlier; ii) any change in their address/e-mail 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. 4. The Securities and Exchange Board of India has notified that the shareholders/ transferee of shares (including joint holders) holding shares in physical form are required to furnish a certified 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 other corporate action. Accordingly, all the shareholders/ transferee of shares (including joint holders) in physical form are requested to furnish a certified copy of their PAN Card to the company/ RTA while transacting in the securities market including transfer, transmission or any other corporate action. The shares of the company are under compulsory Demat trading. Members holding shares in physical form are requested to convert their shares into dematerialized form in their own interest and convenience purpose. Members holding shares in the dematerialized form are requested to notify to their Depository Participant: i) their email id. ii) all changes with respect to their address, email id, ECS mandate and bank details. Service of documents through Email Ministry of Corporate Affairs ("MCA") has vide Circular No.17/2011 dt. 21.4.2011 allowed the service of documents on members by a company through electronic mode. Accordingly the company proposes to send documents like Shareholders Meeting Notice/ other notices, audited financial statements, directors' report, auditors' report or any other document, to its members in electronic form at the email address provided by them and/or made available to the Company by their Depositories. Members who have not yet registered their email id (including those who wish to change their already registered email id) may get the same registered/ updated either with their Depositories or by writing to the company (by filling & sending the prepaid inland letter attached with the Annual Report). 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. 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. 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 2003-2004 to the IEPF. Members who have not yet encashed their dividend warrants for the financial year 2003-04 (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. As a measure of economy, copies of Annual Reports will not be distributed at the venue of the Annual General Meeting. Members are, therefore, requested to bring their own copies of the Annual Reports to the meeting. All the documents referred to in the accompanying notice and Register of Directors Shareholding are open for inspection at the

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registered office of the Company on all working days between 11.00 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 the Annual General Meeting. 13. 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 www.dabur.com

Details of directors seeking reappointment in Annual General Meeting fixed for 15th July, 2011
MR R C BHARGAVA Date of birth Date of Appointment Qualification : : : 30.07.1934 27.01.2005 MA in Development Economics, MS in Mathematics, IAS retired. Mahindra Forgings Ltd. Universal Sompo General Insurance Company Ltd.

Remuneration cum Compensation Committee: Mahindra Forgings Ltd. Shareholding in the Company : MR .P N VIJAY Date of birth Date of Appointment Qualification Nil

Expertise in specific functional area : Mr R C Bhargava served in Indian Administrative services and has held the post of Joint Secretary in the Ministry of Energy and in the Cabinet Secretariat. He held 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 the Companies: 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 : MR MOHIT BURMAN Date of birth Date of Appointment Qualification Nil

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10.07.1951 15.05.2001 M Sc, IIT Chennai

Expertise in specific functional area : 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 : 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 the 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. Shareholding in the Company : Nil

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20.07.1968 23.07.2007 Graduated from Richmond college, London and MBA in Finance from Babson Graduate School of Business Wellesley

MR SUNIL DUGGAL Date of birth : 17.07.1957 Date of Appointment : 31.07.2000 Qualification : BE, MBA (IIM, Kolkata) Expertise in specific functional area : Mr Sunil Duggal served as GM-Sales & Marketing in Wimco Ltd., then moved to Pepsi Foods Ltd. in 1994 as GM- Sales & Marketing before joining Dabur in 1995. He played a key role in redefining Sales & Marketing function at Dabur and making it more efficient and is at the helm of affairs at Dabur as CEO since 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 LLC 6. Dermoviva Skin Essentials Inc 7. Hair Rejuvination & Revitalization Nigeria Ltd. 8. Hobi Kozmetik Chairman/Member of the Committee of Board of Directors of the Companies: Audit Committee H& B Stores Ltd. Shareholding in the Company : 29,10,000 no. of shares

Expertise in specific functional area : Mr Mohit Burman has been intrumental in expanding the group`s financial services business into Asset Management and Life Insurance by setting up insurance Company with UK`s largest Insurance company AVIVA Plc. He has to his 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 the Companies: Audit Committee: Aviva Life Insurance Co. India Ltd.