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Dabur India Limited is a leading Indian consumer goods company with interests in
Hair Care, Oral Care, Health Care, Skin Care, Home Care and Foods. From its
humble beginnings in the bylanes of Calcutta way back in 1884 as an Ayurvedic
medicines company, Dabur India Ltd has come a long way today to become a leading
consumer products manufacturer in India. For the past 125 years, we have been
dedicated to providing nature-based solutions for a healthy and holistic lifestyle.

Through the comprehensive range of products, Dabur touch the lives of all
consumers, in all age groups, across all social boundaries. And this legacy has helped
to develop a bond of trust with its consumers.

Dabur'sg  of popularizing a natural lifestyle transcends national boundaries.


Today, there is growing global awareness on alternative medicine, nature-based and
holistic lifestyles and an interest in herbal products. Dabur has been in the forefront of
popularising this alternative way of life, marketing its products in more than 60
countries all over the world.

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"Dedicated to the health and well being of every household"

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This is our company. We accept personal responsibility, and accountability to meet


business needs.c

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We all are leaders in our area of responsibility, with a deep commitment to deliver
results. We are determined to be the best at doing what matters most.c

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^eople are our most important asset. We add value through result driven training, and
we encourage & reward excellence.

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We have superior understanding of consumer needs and develop products to fulfill


them better.

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We work together on the principle of mutual trust & transparency in a boundary-less


organization. We are intellectually honest in advocating proposals, including
recognizing risks.

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Continuous innovation in products & processes is the basis of our success.

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We are committed to the achievement of business success with integrity. We are


honest with consumers, with business partners and with each other.

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The Board comprises of:

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ñc èr. ^radipBurman

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The Company has paid an interim dividend of 75% (Re.0.75 per share) on  c
-(#c'((*.Dabur recommended a final dividend of 100% (Re.1/- per share of Rupee
one each) for the financial year 2008-09.The aggregate dividend for the year will
amount to 175% (Rs.1.75 per share of Rupee one each) as against 150%, Rs.1.50 per
share of Rupee one each) declared last year. The dividend payout ratio for the current
year, inclusive of corporate tax on dividend distribution, is at 47.41%.

The Company has paid an interim dividend of 75% (Re.0.75 per share of Rupee one
each) on !gc-(#'((*.Dabur recommended a final dividend of 125% (Rs.1.25
per share of Rupee one each) for the financial year 2009-10. The aggregate dividend
for the year will amount to 200% (Rs.2.00 per share of Rupee one each) as against
175% (Rs.1.75 per share of Rupee one each) declared last year. The dividend payout
ratio for the current year, inclusive of corporate tax on dividend distribution, is at
46.89%

In both the financial years, Dabur paid the interim dividend of 75%(Re.0.75 per share
of Rupee one each) to its shareholders. Dabur recommended a final dividend of 175%
in financial year 2009-10 which is 50% more as compare to last year.

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The Company proposes to take over FEè Care ^harma Limited (FEè), a FèCG
Company listed on Bombay Stock Exchange, by acquiring controlling stake of
72.15% from its existing promoters at a cost of Rs. 203.72 crore during financial year
2008-09. The Company is in the process of acquiring from the public shareholders of
FEè up to 20% of the fully diluted voting capital of FEè at a price of Rs.800/- per
share aggregating to Rs. 56.47 crore.

During the year 2009-10 the Company had successfully acquired from the public
shareholders of Fem Care ^harma Limited (FEè) 20% of the equity share capital of
FEè, in addition to the controlling stake of 72.15% acquired from its existing

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promoters thereby increasing the total controlling stake to 92.15%. FEè had become
a subsidiary of the company w.e.f. 25th June 2009.

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HH èaharaja Gaj Singh had resigned from the Directorship of the Company on
October 30, 2008.èr Analjit Singh and èr Albert Wiseman ^aterson were appointed
as Additional Non-Executive Independent Directors on October 30, 2008.

èr Sunil Duggal, Dr S Narayan and èr ^ N Vijay will retire by rotation at the


ensuing Annual General èeeting, and being eligible, offer themselves for
reappointment in terms of the provisions of Article 106 of the Articles of Association
of the Company.

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Chairman, who is a Non-Executive ^romoter Director, the Board comprises of three
Executive , two Non-Executive ^romoter Directors and six Non-Executive
Independent Directors

During the year, on 1c" g#c'((*, Dr Ajay Dua was appointed to the Board
as Non-Executive Independent Director.DrAnandBurman, èr^radipBurman,
èrAmitBurman and èr ^ D Narang will retire by rotation at the ensuing Annual
General èeeting, and being eligible, offer themselves for re-appointment in terms of
the provisions of Article 106 of the Articles of Association of the Company.

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In the financial year 2008-09, /.c   allotted against the options exercised by
employees pursuant to /g  c"c c"g of the Company:

†c 939458 equity shares allotted on èay 21, 2008


†c 113818 equity shares allotted on August 7, 2008

In the financial year, 2009-10#c/.c   allotted against the options exercised by


employees pursuant to /g  c"c c"g of the Company:

†c 423452 equity shares allotted on èay 22, 2009


†c 263927 equity shares allotted on August 10, 2009
†c 16538 equity shares allotted on November 18, 2009
†c 1805664 equity shares allotted on February 10, 2010

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†c Consolidated Turnover grew by 19.09% to Rs.2852.27 crore as compared to


Rs.2395.08 crore in the previous year.
†c Net profit after tax and after minority interest for the year at Rs.391.21 crore is
higher by Rs.57.10 crore as compared to Rs.334.11 crore in the previous year.

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During the both financial years 2008-09 & 2009-10, the Company has not accepted
any fixed deposits from the public, and as on èarch 31, 2009 & 2010 the Company
had no unclaimed deposits or interest thereon due to any depositor.

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During the year 2008-09, 563472 options in 4 tranches were granted to eligible
employees of the Company in terms of Employees Stock Option ^lan. During the
year, 1053276were exercised by the employees after vesting. Accordingly, the

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Company made the allotment of 939458 equity shares on èay 21, 2008 and 113818
equity shares on August 7, 2008, against the options exercised by the employees.

During the year 2009-10,413842 options in 4 tranches were granted to eligible


employees of the Company in terms of Employees Stock Option ^lan.2509581
options were exercised by the employees after vesting.

Accordingly, the Company made the allotment of 423452 equity shares on èay 22,
2009, 263927 equity shares on August 10, 2009, 16538 equity shares on November
18, 2009 and 1805664 equity shares on February 10, 2010, against the options
exercised by the employees.

So, as compare to last year this year company issued more equity shares in 4 tranches.

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The Board of Directors met five times during the year:


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The Company has held at least one Board meeting in every three months. The
maximum gap between any two meetings was less than four months, as stipulated
under Clause 49.

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Annual General èeeting was convened by the company on July 10, 2008 at 11.00
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†c Appointment of èr. èohitBurman as Director of the Company


†c Appointment of èr. AmitBurman as Whole-Time Director in Dabur Nepal
^vt. Ltd, a subsidiary of the Company

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†c Appointment of èr.GauravBurman as Whole-Time Director in Dabur


International Ltd, a subsidiary of the Company
†c ^ayment of remuneration to èr. SidharthBurman, as Whole-Time Director in
Dabur International Ltd, a subsidiary of the Company
†c Alteration of object clause of èemorandum of Association of the Company
†c eeping of Register of members and other statutory records of the Company
at a place other than the registered office.

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During the year under review, in pursuance to section 192A of the Companies Act,
1956 read with Companies (^assing of the Resolutions by ^ostal Ballot) Rules, 2001,
postal ballot was conducted seeking approval of the shareholders for resolution
regarding alteration in the main objects in object clause III (A) of the èemorandum
of Association of the Company by inserting a new clause to set up, operate and
maintain Software/Information Technology parks in India or abroad, and to engage in
all activities relating to Information: Technology products and IT- enabled services
etc.The result of the ^ostal Ballot was announced on September 22, 2008 at the
registered office of the Company and was published in Financial Express on
September 25, 2008.

Special resolution as proposed in the ^ostal Ballot notice was duly passed with the
requisite majority, and directed that the Resolution be recorded in the minute book
recording the proceedings of General èeetings of the members.

July 15, 2009


†cVariation in the terms and conditions of remuneration of èr^radipBurman
†cWhole-Time Director of the Company
†cVariation in the terms and conditions of remuneration of èrAmitBurman, as
whole time Director in Dabur Nepal ^vt. Ltd, a subsidiary of the Company.
†cVariation in the terms and conditions of remuneration of èrChetanBurman, as
Executive Director in Dabur Nepal ^vt. Ltd, a subsidiary of the Company.
†cAppointment of èr. AdityaBurman as Whole-Time Director in Dabur Nepal
^vt. Ltd, a subsidiary of the Company and further variation in terms and
conditions of his remuneration.

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†cVariation in the term and condition of remuneration of èrèohitBurman as


Whole - Time Director Dabur International Ltd, a subsidiary of the Company.
†cVariation in the term and condition of remuneration of èrSidharthBurman as
Whole - Time Director Dabur International Ltd, a subsidiary of the Company.
†cVariation in the term and condition of remuneration of èrGauravBurman as
Whole - Time Director Dabur International Ltd, a subsidiary of the Company.
†cApproval for Increase in number of shares to be issued to employees of the
company under Employee Stock Option scheme of the company
†cApproval for Commencing and carrying on of new business as specified under
clause 7 of the other objects clause of èemorandum of Association of the
company.
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During the year under review, no resolutions were passed through postal ballot.

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†c It oversight the company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct,
sufficient and credible.
†c It recommends to the Board the fixation of fees.
†c Approval of payment to statutory auditors for any other services rendered by
the statutory Auditors.
†c Reviewing, with the management, the annual financial statements before
submission to the Board for approval.
†c èatters required being included in the Directors' Responsibility Statement to
be included in the Board's report in terms of clause (2AA) of Sec 217 of the
Companies Act, 1956.

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†c The Committee observed that the remuneration of the whole-time Directors is


paid as per the terms of their appointment orders issued by the Government of
India.
†c The non-executive Directors are paid sitting fee as per the guidelines issued by
the Government of India.

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†c In respect of Remuneration Committee, details have been outlined in Sl. 4.


†c Training of Directors of the Company on Corporate Governance is given
from time to time.
†c No person has been denied access to the Audit Committee.

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†c The Committee is recommending to the Board the re-appointment of è/s G


Basu& Co., Chartered Accountants, as statutory auditors of the Company, to
carry out audit of the accounts of the Company for the financial year 2009-10.

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´What is that life worth which cannot bring comfort to others'

Dr. S  Burman, founder, Dabur India Ltd.

For growth to be responsible, it should go beyond numbers... It should do good to the


society, create a better world. That's the kind of growth that Dabur India Ltd. believes
in, and constantly strives for.

The Company has put in place several initiatives to fulfil its social responsibility and
contribute actively to society.

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One of the key initiatives in this direction is "6! /"7 Integrated Rural Upliftment
Centre (SIRUC). Sundesh - short for "   c  gc"cc c c
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development and upliftment of the rural populace. It also acts as an in-house training
and information centre for farmers.

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One of the key programe is ^romotion of Self-Help Groups through National Bank
for Agriculture and Rural Development (NABARD). The mission of this programme
is to promote sustainable and equitable agriculture and rural prosperity through
effective credit support, related services, institution development and other innovative
initiatives.

Under this initiative, finance is provided for farm activities like minor irrigation,

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animal husbandry, farm mechanization, land development, horticulture, plantation


and medicinal crops.

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The objective of rural health care is to mobilize the community and build awareness,
equipping them with adequate information, skills and confidence to access health
services.It extends primary health services to the poor and the marginalised rural
people at a reasonable cost.

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The number of patients at the Health ^ost has been growing substantially every year,
reflecting the increasing faith of the rural community in their medical facilities.
Approx. 61,628 patients have benefitted through O^D services. It also provides
diagnostic facilities like urine and pregnancy test, hemoglobin, blood sugar and
doppler test to the poor rural populace at nominal rates.

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SUNDESH takes care of the elderly by holding eye care camps at its Health ^ost and
in villages.

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An awareness drive on HIV/AIDS was undertaken with CARE India Trust and U^
State AIDS Control Society.

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The educational initiatives of SUNDESH for underprivileged children include non-
formal education [6-14 years non-school going], special school for working children
[8-13 years], remedial education [6-14 years school-going], besides holding classes
for womenbetween the age of 18 and 45 years.

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Capability enhancement programmes have been introduced offering vocational


training in cutting & tailoring, machine & hand embroidery, bee keeping, mushroom
farming, mehandi application and vermi-composting.
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Based on the report of ^lanning Commission, a list of 8 backward districts has been
identified in which Dabur is planning various activities. Letters were written to all the
Collectors to provide the list of most backward villages in the District in respect of
literacy rate, per capita income etc., to undertake developmental activities.
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Dabur Nepal has started the project on medicinal plants in Nepal to provide the
modern technology for cultivation of the required medicinal herbs of Himalayas to the
farmers. The only eco-friendly project of CSR nature in Nepal, this initiativec cc

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