Company overview

Cadbury India Ltd. is a part of the Kraft Foods Group. Cadbury India operates in five categories
- Chocolate confectionery, Beverages, Biscuits, Gum and Candy. In the Chocolate Confectionery
business, Cadbury has maintained its undisputed leadership over the years. Some of the key
brands are Cadbury Dairy Milk, Bournvita, 5 Star, Perk, Bournville, Celebrations, Halls, Éclairs,
Tang and Oreo. Our core purpose "make today delicious" captures the spirit of what we are
trying to achieve as a business.

In India, Cadbury began its operations in 1948 by importing chocolates. After 60 years of
existence, it today has five company-owned manufacturing facilities at Thane, Induri (Pune) and
Malanpur (Gwalior), Bangalore and Baddi (Himachal Pradesh) and 4 sales offices (New Delhi,
Mumbai, Kolkota and Chennai). The corporate office is in Mumbai.

Cadbury enjoys a value market share of over 70% - the highest Cadbury brand share in the
world! Our billion-dollar brand Cadbury Dairy Milk is considered the "gold standard" for
chocolates in India. The pure taste of CDM defines the chocolate taste for the Indian consumer.

In the Milk Food drinks segment our main product is Bournvita - the leading Malted Food Drink
(MFD) in the country. Similarly in the medicated candy category Halls is the undisputed leader.
We recently entered the biscuits category with the launch of the Worlds no 1 biscuit brand Oreo.

Since 1965 Cadbury has also pioneered the development of cocoa cultivation in India. For over
two decades, we have worked with the Kerala Agriculture University to undertake cocoa
research and released clones, hybrids that improve the cocoa yield. Our Cocoa team visits
farmers and advise them on the cultivation aspects from planting to harvesting. We also conduct
farmers meetings & seminars to educate them on Cocoa cultivation aspects. Our efforts have
increased cocoa productivity and touched the lives of thousands of farmers. Hardly surprising
then that the Cocoa tree is called the Cadbury tree!

History of Cadbury India

Cadbury India is a food product company with interests in Chocolate Confectionery, Milk Food
Drinks, Snacks, and Candy. Cadbury is the market leader in Chocolate Confectionery business
with a market share of over 70%. Some of the key brands of Cadbury are Cadbury Dairy Milk, 5
Star, Perk, Eclairs, Celebrations,
Temptations, and Gems. In Milk Food
drinks segment, Cadbury's main product - Bournvita is the leading Malted Food Drink in the
country.
Cadbury is the world's largest confectionery company and its origins can be traced back to 1783
when Jacob Schweppe perfected his process for manufacturing carbonated mineral water in
Geneva, Switzerland. In 1824, John Cadbury opened in Birmingham selling cocoa and chocolate.
Cadbury and Schweppe merged in 1969 to form Cadbury Schweppes plc. Milk chocolate for
eating was first made by Cadbury in 1897 by adding milk powder paste to the dark chocolate
recipe of cocoa mass, cocoa butter and sugar. In 1905, Cadbury's top selling brand, Cadbury
Dairy Milk, was launched. By 1913 Dairy Milk had become Cadbury's best selling line and in
the mid twenties Cadbury's Dairy Milk gained its status as the brand leader. Cadbury India began
its operations in 1948 by importing chocolates and then re-packing them before distribution in
the Indian market. Today, Cadbury has five company-owned manufacturing facilities at Thane,
Induri (Pune) and Malanpur (Gwalior), Bangalore and Baddi (Himachal Pradesh) and 4 sales
offices (New Delhi, Mumbai, Kolkota and Chennai). Its corporate office is in Mumbai.
Worldwide, Cadbury employs 60,000 people in over 200 countries.

2008-2009 Chairman's Speech (Cadbury India) Year : Dec '08

2008 has been a very good year for the business, resulting in four
consecutive years of strong double digit growth. Your companys net
sales value grew at 23% over 2007, with profit before tax growing at 41
%, enabling us to exceed our targets. More importantly Cadbury India
was acknowledged as a star performer within the Cadbury world.

The strategy of driving growth through product Innovation as well as

sustained investments behind core brands helped maintain momentum in
the top line and enabled progression of operating margin. In 2008 we
launched a premium range of dark chocolates, BOURNVILLE which was very
well accepted in the market. At the same time our new chocolate
offering, CADBURY DAIRY MILK SHOTS at Rs 2/-, aims to expand the market
and bring in new consumers. The relaunch of HALLS and BOURNVITA++
enriched with vitamins and minerals, have also helped to support
additional growth. Bubbaloo, a superior centre filled gum gained market
share in the gums category through introduction of exciting new
flavours. While 2008 has seen strong growths, 2009 has seen an
unprecedented economic downturn and hence, we have proactively raised
the focus on costs, so that we can sustain investment behind our core
brands and innovations.

Externally, the highpoint of the year was our rank as the 7th Great
Place to Work and the No.1 FMCG company in India. This recognition is a
powerful endorsement of our belief that work and fun can co- exist
seamlessly. Cadbury Dairy Milk integrated campaign 08-09 won the Media
Abby Silver Award. The prestigious ABBY awards are held every year to
recognize creative excellence in India Advertising.

On the Corporate Social Responsibility (CSR) front we continue to

support The Sri Aurobindo Rural Village Action Movement (SARVAM)
community project in the coastal region of Pondicherry, India; we also
partner with Vatsalya Foundation, an NGO working with underprivileged
street children in Mumbai. To encourage employees commitment to grow
community value and make a difference to the community, we launched
Touch a Life, a payroll giving program enabled by Givelndia. To
 promote cocoa research in India, we have undertaken an extensive Cocoa
research project with the Tamil Nadu Agricultural University (TNAU).
You will also be pleased to know that as part of the cocoa outreach we
planted 50 lakh seedlings in the cocoa growing areas of Kerala, Andhra
Pradesh and Tamil Nadu.

I would like to end by thanking all the employees and all other
stakeholders for their continued valued support, which has helped the
Company achieve its success in 2008. I would also like to thank you,
our shareholders for your trust and confidence in the company.

2007-2008 Chairman's Speech (Cadbury India) Year : Dec '07

NOTICE IS HEREBY GIVEN THAT THE SIXTIETH ANNUAL GENERAL MEETING OF THE
MEMBERS OF CADBURY INDIA LIMITED will be held on Thursday, May 8, 2008
at 3.00 p.m. at Sunville, Royal Room, 3rd Floor, 9, Dr. Annie Besant
Road, Worli, Mumbai 400 018 to transact the following business :

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit and Loss Account
for the year ended December 31, 2007 and the Balance Sheet as on that
date and the Reports of the Directors and the Auditors thereon.

2. To declare a dividend.

3. To appoint a Director in place of Mr. Harsh Mariwala, who retires

by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. Radhakrishnan Menon, who

retires by rotation and being eligible, offers himself for
re-appointment.

5. To appoint a Director in place of Mr. V Chandramouli, who retires

by rotation and being eligible, offers himself for re-appointment.

6. To appoint Auditors and to fix their remuneration. SPECIAL

BUSINESS:

7. To appoint Mr. Atul Bhatia as a Director of the Company liable to

retire by rotation.

8. To consider and if thought fit, to pass with or without

modification (s), as an Ordinary Resolution the following:

RESOLVED THAT pursuant to the provisions of Sections 198,260,269,309

and 310 and any other applicable provisions of the Companies Act, 1956,
the Company hereby accords its approval to the appointment of and
remuneration payable to Mr. Atul Bhatia as an Executive Director of the
Company for a period of 5 years commencing from May 15, 2007, on the
terms and conditions set out in the agreement entered into between the
Company and Mr. Atul Bhatia, a copy of whereof initialled by the
Chairman of the Board for the purpose of identification, is placed
before the meeting.
9. To consider and if thought fit, to pass with or without
modification (s), as an Ordinary Resolution the following:

RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and
310 and any other applicable provisions of the Companies Act, 1956, the
Company hereby accords its approval to the re-appointment of and
remuneration payable to Mr. Jaiboy Phillips as an Executive Director of
the Company for a period of 5 years commencing from July 1, 2007, on
the terms and conditions set out in the agreement entered into between
the Company and Mr. Jaiboy Phillips, a copy of whereof initialled by
the Chairman of the Board for the purpose of identification, is placed
before the meeting.

10. To consider and if thought fit, to pass with or without

modification (s), as an Ordinary Resolution the following:

RESOLVED THAT notwithstanding anything to the contrary contained in

the existing agreements entered into with Executive Directors i.e. Mr.
V Chandramouli, Mr. Sanjay Purohit, Mr. Jaiboy Phillips, Mr. Atul
Bhatia and Mr. Sunil Sethi , pursuant to the provisions of Sections
198, 309, 310, 349 and 350, Schedule XIII and other applicable
provisions, if any, of the Companies Act, 1956 the Company hereby
approves the basic salary limit for Executive Directors at Rs. 8.5 lacs
p.m. effective April 1, 2008, with such benefits, perquisites and
allowances as may be determined by the Board from time to time and
annual incentive plan/commission subject to a maximum of 1% of Net
Profit, based on certain performance criteria prescribed by the Board.
Resolved further that the total payments including value of
perquisites, benefits and allowances, shall not exceed individually 5%
of the Companys Net Profit, as set out in the Companies Act, 1956.

11. To consider and if thought fit, to pass with or without

modification (s), as an Ordinary Resolution the following:

RESOLVED THAT pursuant to the provisions of Sections 198, 262,269,309

and 310 and any other applicable provisions of the Companies Act, 1956,
the Company hereby accords its approval to the appointment of and
remuneration payable to Mr. Rajesh Garg as an Executive Director of the
Company for a period of 5 years commencing from April 1, 2008, on the
terms and conditions set out in the agreement entered into between the
Company and Mr. Rajesh Garg, a copy of whereof initialled by the
Chairman of the Board for the purpose of identification, is placed
before the meeting.

12. To consider and if thought fit, to pass with or without

modification (s), as an Ordinary Resolution the following:

RESOLVED THAT pursuant to the provisions of Sections 198,309,310,349

and 350 read with other applicable provisions, if any, of the Companies
Act, 1956, the Company hereby accords its approval to payment of
additional Commission/Annual Incentive Plan amounting to Rs. 9,30,163
to the Companys Managing Director, Mr. Anand Kripalu during the year
2007 for the financial year 2006.

13. To consider and if thought fit, to pass with or without

modification (s), as a Special Resolution the following:

RESOLVED THAT pursuant to the provisions of Article 13 of the Articles

of Association of the Company and in accordance with the provisions of
Sections 77A and 77B and all other applicable provisions, if any, of
the Companies Act, 1956 (hereinafter referred to as the Act) and the
provisions contained in the Private Limited Company and Unlisted Public
Limited Company (Buy-back of Securities) Rules, 1999 as amended upto
date (hereinafter referred to as the Buy-back Regulations) including
any statutory modification(s) or re-enactment of the said Act or Rules
framed thereunder from time to time or the Buy-back Regulations, for
the time being in force and subject to such approvals, permissions and
sanctions as may be necessary and further subject to such conditions
and modifications as may be prescribed or imposed while granting such
approvals, permissions and sanctions which may be agreed to by the
Board of Directors of the Company (hereinafter referred to as the
Board which expression shall be deemed to include a Committee
thereof), the consent of the Company be and is hereby accorded to the
Board to purchase or buy-back its fully paid-up equity shares of the
face value of Rs.10/- each up to a maximum of 10,20,408 equity shares
and cash outflow not exceeding, Rs.100 crores (Rupees One Hundred
crores only) at a price not exceeding Rs. 980/- (Rupees Nine Hundred
Eighty) per equity share (hereinafter referred to as the Buy-back).

RESOLVED FURTHER THAT the Board be and is hereby authorised to

implement the Buy-back within a period of twelve months from the date
of passing of this Resolution (or such extended period as may be
permitted under the Act or the Buy-back Regulations or by the
appropriate authorities) in one or more tranches from out of the
Companys Free Reserves and/or the Securities Premium Account and/or
the proceeds of earlier issue of shares other than equity shares made
specifically for Buy-back purposes, by adopting the methodology
involving purchase of the Equity Shares from the existing equity
shareholders on a proportionate basis, in such manner as may be
prescribed by the Act and/or the Buy-back Regulations and on such terms
and conditions as the Board may from time to time in its absolute
discretion deem fit.

RESOLVED FURTHER THAT within the limits of maximum of 10,20,408 equity

shares and cash outflow not exceeding Rs. 100 crores (Rupees One
Hundred crores only) at a price not exceeding Rs 980/- (Rupees Nine
Hundred Eighty) per equity share stipulated as aforesaid, the Board be
and is hereby authorised to determine the aggregate amount to be
utilised towards the buy-back including the number of equity shares to
be bought back, the specific price for individual transactions in the
buy-back and the time frame for the completion of the modalities for
the closure of the Buy-back.

RESOLVED FURTHER THAT subject to applicable statutory regulations and

within the overall limits of a maximum of 10,20,408 equity shares and
cash outflow not exceeding Rs. 100 crores (Rupees One Hundred crores
only) at a price not exceeding Rs. 980/- (Rupees Nine Hundred Eighty)
per equity share, the Board be and is hereby authorised to implement
Buy-back through one or more of the other permitted methodologies
including tender route, within a period of twelve months (or such
permitted extended period) from the date of passing of this resolution
and the Board may decide to close the Buy-back through the methodology
of purchase of the Equity Shares from the existing equity shareholders
on a proportionate basis.

RESOLVED FURTHER THAT nothing contained hereinabove shall confer any

right on the part of any shareholder to offer and/or any obligation on
the part of the Company or the Board to buy-back any shares, and/or
impair any power of the Company or the Board to terminate any process
in relation to such Buy-Back, if so permissible by law.

RESOLVED FURTHER THAT the buy-back of shares from non-resident

shareholders, and/or shareholders of foreign nationality shall be
subject to such further approvals as may be required including
approvals, if any, from the Reserve Bank of India under the Foreign
Exchange Management Act, 1999 and the Rules/Regulations framed
thereunder.

NOTES:

(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF ONLY
ON A POLL AND THE PROXY NEED NOT BE A MEMBER.

A proxy form, duly completed and stamped, must reach the Registered
Office of the Company not less than 48 hours before the time for
holding the aforesaid meeting.

(b) The relevant Explanatory Statement pursuant to Section 173(2) of

the Companies Act, 1956 in respect of item nos. 7 to 13 stated above is
annexed hereto.

(c) The Register of Members and Share Transfer Books of the Company
will remain closed from April 26, 2008 to May 8, 2008, both days
inclusive.

(d) Dividend on Equity Shares as recommended by the Directors for the

financial year ended December 31, 2007 when declared at the meeting
will be paid:

(i) to those Members whose names appear on the Register of Members of

the Company after giving effect to all valid share transfers in
physical form lodged with the Company on or before April 25, 2008, or

(ii) in respect of shares held in electronic form, to those Deemed

Members whose names appear in the Statement of Beneficial Ownership
furnished by the National Securities Depository Limited (NSDL) and the
Central Depository Services (India) Limited (CDSL) as at the end of
business hours on April 25, 2008.

(e) The Company has transferred the unclaimed amounts of dividends up

to the financial year ended January 2, 2000 to the General Revenue
Account / Investor Education and Protection Fund of the Central
Government as required under Sections 205A and 205C of the Companies
Act, 1956.
(f) Members are requested to encash their Dividend Warrants on receipt
as Dividend remaining unclaimed for seven years are required to be
transferred to the Investor Education and Protection Fund established
by the Central Government under Section 205C of the Companies Act,
1956. Once unclaimed dividends are transferred to this fund, Members
will not be entitled to claim these dividends.

(g) Members seeking any information or clarification on the Accounts

are requested to send in written queries to the Company, at least one
week before the date of the meeting. Replies will be provided in
respect of such written .queries received only at the meeting.

(h) Members/Proxies should bring the Attendance Slip sent herewith,

duly filled in, for attending the meeting.

(i) Members are requested to immediately address their communications

regarding transfer of shares, change of address, dividend mandates,
etc. quoting their folio number(s) to the Companys Registrar &
Transfer Agent:

M/s Sharepro Services, Telephone: (022) 66134700

912, Raheja Centre, Fax: (022) 22825484

Free Press Journal Road Nariman Point, Mumbai 400 021

OR

Satam Industrial Estate Telephone: (022) 67720300, 3rd Floor, Above

Bank of Baroda 67720348,

Cardinal Gracious Road 28215168,

Chakala, Andheri (E)

Mumbai - 400 099 Fax: (022) 28375646

(j) Members holding shares in identical order of names in more than one
folio are requested to write to the Companys aforesaid Registrar &
Transfer Agent, and send their share certificates to enable
consolidation of their holdings into one folio.

(k) Members holding shares in dematerialised form, may please note that
while opening a depository account with the depository participants
they may have given their bank account details, which will be printed
on their dividend warrants. However, if Members want to change/correct
the bank account details, they should communicate the same immediately
to the concerned Depository Participant. Members are also requested to
furnish the MICR code of their bank to their Depository Participant.
The Company will not entertain any direct request from Members for
deletion / change in the bank account details furnished by Depository
Participants to the Company.
(I) Members holding shares in physical form are requested to note that,
in order to avoid any loss/interception in postal transit and also to
get prompt credit of dividend through Electronic Clearing Service
(ECS), they should submit their ECS details to the Companys Registrar
& Transfer Agent by April 25, 2008. The requisite ECS application form
can be obtained from the Companys Registrar & Transfer Agent.
Alternatively, Members may provide details of their bank account
quoting their folio numbers by the said date, to the Companys
Registrar & Transfer Agent to enable them to print such details on the
dividend warrants.

(m) Members who hold shares in the physical form can nominate a person
in respect of all the shares held by them singly or jointly. Members
who hold shares in single name are advised, in their own interest to
avail of the nomination facility by filling Form 2B. Blank forms will
be supplied by Companys Registrar & Transfer Agent on request. Members
holding shares in the dematerialised form may contact their Depository
Participant for recording nomination in respect of their shares .

(n) Members are requested to bring their copy of the Annual Report to
the Annual General Meeting.

Explanatory Statement under Section 173(2) of the Companies Act, 1956

Item Nos. 7 & 8

The Board of Directors appointed Mr. Atul Bhatia first as an Additional

Director and then as an Executive Director of the Company with effect
from May 15,2007 for a period of 5 years. As an Additional Director he
holds office upto the Annual General Meeting. Hence, item no. 7 is to
seek his reappointment as an Executive Director.

The Company has also received notice under Section 257 of the Companies
Act, 1956, along with a deposit of Rs. 500 from a member intimating
his intention to propose the candidature of Mr. Bhatia for the office
of a Director of the Company.

The terms of appointment, remuneration and perquisites of Mr. Atul

Bhatia as set out in the Agreement referred to in the resolution are
subject to the approval of the Shareholders of the Company. Approval
for appointment of Mr. Atul Bhatia was received from the Central
Government under section 269 & 198(4)/309(3) and 637 AA of the
Companies Act, 1956 on September 10, 2007. The approval from Central
Government was obtained as Mr. Atul Bhatia was not staying in India for
a continuous period of not less than twelve months immediately
preceding the date of his appointment.

The material terms of appointment and remuneration of Mr. Bhatia as set

out in the said Agreement are as follows:

Clause 1 Parties to the Contract (a) Cadbury India Limited

(b) Mr. Atul Bhatia

Clause 2 Effective date of May 15, 2007 appointment as Executive
Director

Duration of the term 5 years

Clause 3 Duties of Executive Director Substantial powers of management

subject to such restrictions as the Board may impose from time to time.

Clause 4 Place of Work Regd. Office of the Company.

Clause 5 & 6 Remuneration, Perquisites Salary and benefits - Rs.

2,84,000/- p.m. excluding allowances.

- House Rent allowance of Rs. 1,00,000/- p.m.

- Utility Allowance of Rs. 40,000/- p.m.

- Any increases within the overall limit of Rs. 6,00,000/- p.m. as may
be approved by the Board of Directors from time to time.

Commission

- Commission upto maximum of Rs. 50,00,000 p.a. Provident fund,

Gratuity and Superannuation

- As per applicable rules from time to time and Company policy.

Perquisites / Benefits

- Gas, electricity and water expenses to be reimbursed by the Company.

- Medical Reimbursement and Personal Accident Insurance as per the

Company policy.

- Leave Travel Allowance, once in a year, as per the rules of the

Company.

- Club fees - Membership of 1 club.

- Use of car with driver.

- Reimbursement of expenses on telephone at residence.

- Housing Loan, Furniture & Appliance Scheme as per Company policy.

- Reimbursement of expenses reasonably incurred in cash or by credit

card while on Company duty.

- Shifting and joining allowance for relocation (one time).

Clause 7 Confidentiality Executive Director not to divulge, disclose or

use for his own purpose, information, knowledge etc. relating to the
business activities of the Company gathered during employment with the
Company.

Clause 8 Termination of the - Automatic termination due to

superannuation, resignation, etc. agreement - Immediate termination
due to misconduct, conviction for a criminal offence or dishonest acts.

- Termination with 3 months notice during prolonged illness or

incapacity.

- Mutual notice for termination. Clause 9 Notices to either parties

Mode of Service APPENDIX

1. Inventions and improvements

2. Confidential information - not to divulge trade secret or

confidential information

3. Non Solicitation - after termination of the employment

4. Non Competition

5. Return of papers - after termination of the agreement

The Board of Directors of the Company is authorised to vary the

aforesaid remuneration, perquisites and benefits, including the
monetary value thereof, provided the said variation is as per Company
policy and within the overall limits laid down in the relevant
provisions of the Companies Act, 1956 and Schedule XIII thereto.

In the event ofloss or inadequacy of profits in any financial year of

the Company, payment of remuneration will be made in accordance with
the provisions of Schedule XIM to the Companies Act, 1956.

Mr. Bhatia will not be entitled to sitting fees for attending meetings
of the Board of Directors or Committees thereof.

A copy of the aforesaid Agreement entered into between the Company and
Mr. Bhatia is available for inspection by the Members at the Registered
Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working
day of the Company up to the date of the Annual General Meeting.

The Board recommends this Resolution for approval by the Members.

Memorandum of Interest

Except Mr. Bhatia, no other Director is concerned or interested in this

Resolution.

Item No. 9

The Board of Directors re-appointed Mr. Jaiboy Phillips as an Executive

Director of the Company with effect from July 1, 2007 for a period of 5
years.
The terms of re-appointment, remuneration and perquisites of Mr.
Phillips as set out in the Agreement referred to in the resolution are
subject to the approval of the Shareholders of the Company.

The material terms of appointment and remuneration of Mr. Phillips as

set out in the said Agreement are as follows:

Clause 1 Parties to the Contract (a) Cadbury India Limited

(b) Mr. Jaiboy Phillips

Clause 2 Effective date of July 1, 2007 appointment as Executive

Director

Duration of the term 5 years

Clause 3 Duties of Executive Director Substantial powers of management

subject to such restrictions as the Board may impose from time to time.

Clause 4 Place of Work Regd. Office of the Company.

Clause 5 & 6 Remuneration, Perquisites Salary and benefits - Rs.

3,00,000/- p.m. excluding allowances.

- Utility Allowance of Rs. 40,000/- p.m.

- Any increases within the overall limit of Rs. 6,00,000/- p.m. as may
be approved by the Board of Directors from time to time.

Commission

- Commission upto maximum of Rs. 50,00,000 p.a. Provident fund,

Gratuity and Superannuation:

- As per applicable rules from time to time and Company policy.

Perquisites /Benefits

- Company accommodation.

- Gas, electricity and water expenses to be reimbursed by the Company.

- Medical Reimbursement and Personal Accident Insurance as per the

Company policy.

Leave Travel Allowance, once in a year, as per the rules of the

Company.

- Club fees - Membership of 1 club.

- Use of car with driver.

Reimbursement of expenses on telephone at residence.

- Housing Loan, Furniture & Appliance Scheme as per Company policy.

- Reimbursement of expenses reasonably incurred in cash or by credit

card while on Company duty. /

- Shifting and joining allowance for relocation (one time).

Clause 7 Confidentiality Executive Director not to divulge, disclose or

use for his own purpose, information, knowledge etc. relating to the
business activities of the Company gathered during employment with the
Company.

Clause 8 Termination of the Automatic termination due to

superannuation, resignation, etc. agreement - Immediate termination
due to misconduct, conviction for a criminal offence or dishonest acts.

- Termination with 3 months notice during prolonged illness or

incapacity.

- Mutual notice for termination. Clause 9 Notices to either parties

Mode of Service. APPENDIX

1. Inventions and improvements

2. Confidential information - not to divulge trade secret or

confidential information

3. Non Solicitation - after termination of the employment

4. Non Competition

5 Return of papers - after termination of the agreement

The Board of Directors of the Company is authorised to vary the

aforesaid remuneration, perquisites and benefits, including the
monetary value thereof, provided the said variation is as per Company
policy and within the overall limits laid down in the relevant
provisions of the Companies Act, 1956 and Schedule XIII thereto.

In the event of loss or inadequacy of profits in any financial year of

the Company, payment of remuneration will be made in accordance with
the provisions of Schedule XIII to the Companies Act, 1956.

Mr. Phillips will not be entitled to sitting fees for attending

meetings of the Board of Directors or Committees thereof.

A copy of the aforesaid Agreement entered into between the Company and
Mr. Phillips is available for inspection by the Members at the
Registered Office of the Company, between 10.00 a.m. to 1.00 p.m. on
any working day of the Company up to the date of the Annual General
Meeting.
The Board recommends this Resolution for approval by the Members.

Memorandum of Interest

Except Mr. Phillips, no other Director is concerned or interested in

this Resolution.

Item No. 10

The Members had, at the Annual General Meeting held on May 10,2007,
approved Rs.6 lacs p.m. as the maximum ceiling on the monthly salary
(excluding commission, PF, gratuity, superannuation, perquisites and
benefits) of Executive Directors and commission limit of Rs. 50 lacs
p.a. The Board has changed the terms of payment of salary to Executive
Directors with effect from April 1, 2008 to a maximum limit of Rs. 8.5
lacs p.m. of basic salary (excluding allowances, PF, gratuity,
superannuation, perquisites and benefits) and annual incentive
plan/commission limit of 1 % of Net Profit p.a. per Executive Director,
based on certain performance criteria prescribed by the Board, and as
may be determined by the Board from time to time, within the overall
limits prescribed under Section 198, 309, 310, 349, 350, Schedule XIII
and other applicable provisions, if any, of the Companies Act, 1956.

The Board recommends this Resolution for approval by the Members.

Memorandum of Interest

Except the Executive Directors i.e. Mr. V Chandramouli, Mr. Sanjay

Purohit, Mr. Jaiboy Phillips, Mr. Atul Bhatia and Mr. Sunil Sethi, none
of the other directors are concerned or interested in this resolution.

Item No. 11

The Board of Directors appointed Mr. Rajesh Garg as an Executive

Director with effect from April 1, 2008 for a period of 5 years, in the
casual vacancy caused by the resignation of Mr. Girish Bhat.

The terms of appointment, remuneration and perquisites of Mr. Rajesh

Garg as set out in the Agreement referred to in the resolution are
subject to the approval of the Shareholders of the Company.

The material terms of appointment and remuneration of Mr. Garg as set

out in the said Agreement are as follows:

Clause 1 Parties to the Contract (a) Cadbury India Limited

(b) Mr. Rajesh Garg

Clause 2 Effective date of April 1, 2008 appointment as Executive

Director

Duration of the term 5 years

Clause 3 Duties of Executive Director Substantial powers of management

subject to such restrictions as the Board may impose from time to time.

Clause 4 Place of Work Regd. Office of the Company.

Clause 5 & 6 Remuneration, Perquisites Salary and benefits - Basic

salary of Rs.7,84,793/- p.m.

excluding allowances, perquisites benefits and commission. Any

increases within the overall limit of Rs. 8,50,000/- p.m. as may be
approved by the Board of Directors from time to time.

AlP/Commission

- AlP/Commission based on certain performance criteria prescribed by

the Board subject to a maximum of 1 % of Net Profit.

Provident fund, Gratuity and Superannuation

- As per applicable rules from time to time and Company policy.

Perquisites /Benefits

- Company accommodation.

- Gas, electricity and water expenses to be reimbursed by the Company.

- Medical Reimbursement and Personal Accident Insurance as per the

Company policy.

- Education Allowance.

- Leave Travel Allowance, once in a year, as per the rules of the

Company.

- Club fees - Membership of 1 club.

- Use of car with driver.

- Reimbursement of expenses on telephone at residence.

- Housing Loan, Furniture & Appliance Scheme as per Company policy.

- Reimbursement of expenses reasonably incurred in cash or by credit

card while on Company duty.

- Shifting and joining allowance for relocation (one time).

Clause 7 Confidentiality Executive Director not to divulge, disclose or

use for his own purpose, information, knowledge etc. relating to the
business activities of the Company gathered during employment with the
Company.

Clause 8 Termination of the Automatic termination due to

superannuation, resignation, etc. agreement - Immediate termination
due to misconduct, conviction for a criminal offence or dishonest acts.

- Termination with 3 months notice during prolonged illness or

incapacity.

- Mutual notice for termination. Clause 9 Notices to either parties

Mode of Service. APPENDIX

1. Inventions and improvements

2. Confidential information - not to divulge trade secret or

confidential information

3. Non Solicitation - after termination of the employment

4. Non Competition

5. Return of papers - after termination of the agreement

The Board of Directors of the Company is authorised to vary the

aforesaid remuneration, perquisites and benefits, including the
monetary value thereof, provided the said variation is as per Company
policy and within the overall limits laid down in the relevant
provisions of the Companies Act, 1956 and Schedule XIII thereto.

In the event of loss or inadequacy of profits in any financial year of

the Company, payment of remuneration will be made in accordance with
the provisions of Schedule XIII to the Companies Act, 1956.

Mr. Garg will not be entitled to sitting fees for attending meetings of
the Board of Directors or Committees thereof.

A copy of the aforesaid Agreement entered into between the Company and
Mr. Garg is available for inspection by the Members at the Registered
Office of the Company, between 10.00 a.m. to 1.00 p.m. on any working
day of the Company up to the date of the Annual General Meeting.

The Board recommends this Resolution for approval by the Members.

Memorandum of Interest

Except Mr. Garg, no other Director is concerned or interested in this

Resolution.

Item No. 12

The Board of Directors at its meeting held on May 10, 2007 approved the
payment of an amount higher than what the shareholders approved limit
for commission/annual incentive plan to Mr. Anand Kripalu for 2006.
This resolution seeks to ratify such payment by obtaining the
shareholders approval for payment to Mr. Kripalu, amounting to Rs.
9,30,163/- towards commission/annual incentive plan for 2006.

The Board recommends this Resolution for approval by the Members.

Memorandum of Interest

Except Mr. Kripalu, no other Director is concerned or interested in

this Resolution.

Item No. 13

As required under the provisions of Section 77A(3) of the Companies

Act, 1956 (the Act) and Regulation 4 of the Private Limited Company
and Unlisted Public Limited Company (Buy-back of Securities) Rules,1999
as amended upto date read with Schedule I annexed thereto (Buy-back
Regulations), the following Explanatory statement sets out the various
details required to be disclosed.

1. The Board of Directors of the Company (the Board) at its meeting

held on March 31, 2008 considered and approved the proposal for
buy-back of fully paid up equity shares of the Company upto a maximum
of 10,20,408 equity shares and cash outflow not exceeding Rs. 100
crores (Rupees One Hundred crores only) at a price not exceeding Rs.
980/- (Rupees Nine Hundred Eighty) per equity share (hereinafter
referred to as the buy-back) in accordance with the provisions
contained in Article 13 of the Companys Articles of Association and
Section 77A and 77B and all other applicable provisions of the Act and
the Buy-back Regulations.

2. The buy-back proposal is being suggested having regard to the fact

that the shares of the Company are delisted from the Stock Exchanges
and, as a consequence thereof, the same cannot be traded on the floor
of the Stock Exchanges. The buy-back will provide an option to the
shareholders to sell their shares at the value arrived at by two
independent valuers appointed by the Board.

3. The buy-back is proposed to be implemented by the Company by

adopting the methodology involving purchase of the Equity Shares from
the existing equity shareholders on a proportionate basis in such
manner as may be prescribed by the Act and under the Buy-back
Regulations, and on such terms and conditions as may be determined by
the Board at a later date. The Company shall not buy-back its shares
from any person through negotiated deal whether on or through spot
transactions or through any private arrangements in the implementation
of the buy-back. As an enabling provision, approval of the members is
sought to empower the Board to resort to other permitted methodologies
of implementing the buy-back including tender route, subject to the
Company fulfilling applicable statutory regulations.

4. The equity shares of the Company are proposed to be bought back at

a price not exceeding Rs.980/- (Rupees Nine Hundred Eighty) per equity
share in terms of the above resolution. This price has been arrived at
as per the valuation made by the two reputed and independent valuers
appointed by the Board for this purpose using accepted valuation
methodologies as considered relevant and appropriate by them. The
buy-back price as proposed above, while providing an option to the
shareholders to sell their shares at the value as derived above, will
ensure that the growth of the Company is not impaired in any way.

5. The buy-back size represents 25% of the aggregate of the Companys

paid up equity capital and free reserves as on December 31, 2007. The
maximum number of shares to be bought back i.e. 10,20,408 shares
represent 3.07% of the outsanding fully paid shares of the Company as
on December 31, 2007. The above resolution seeks the consent of the
shareholders for the Board (including a Committee thereof) to determine
the price and the number of equity shares to be bought back by the
Company within the aforesaid limits. The funds required for the
buy-back will be met out of the free reserves of the Company. The debt
equity ratio of the Company after the Buy-back will be well within the
limit of 2:1 as prescribed under the Act.

6. (a) The aggregate shareholding of the Promoters (Cadbury Schweppes

Overseas Ltd., UK and Cadbury

Scwheppes Mauritius Limited) and of the Directors of the Promoters

where the Promoter is a Company and of the persons who are in the
control of the Company (hereinafter collectively referred to as the
Promoters) as on the date of this notice is 324,03,959 equity shares
constituting 97.58% of the issued share capital of the Company.

(b) No shares were either purchased or sold by the Promoters during the
period of six months preceding March 31, 2008, i.e. the date of the
Board Meeting at which the Buy-back was approved and the date hereof.

7. Cadbury Schweppes Mauritius Limited (CSML) will be eligible to

participate in the Buy-back.

8. As per the provisions of the Act, the Special resolution passed by

the shareholders approving the Buy-back shall be valid for a maximum
period of 12 months from the date of passing of the said Resolution.
The Board shall determine the time frame for completion of the Buy-back
within this validity period.

9. In accordance with the regulatory provisions, the shares bought

back by the Company will compulsorily be cancelled and will not be held
for re-issue at a later date.

10. In terms of provisions of section 77A(8) of the Act, the Company

will not be entitled to make a fresh issue of equity shares for a
period of six months from the date of completion of the Buy-back
envisaged under this resolution except in cases/circumstances mentioned
in the said section.

11. The Company confirms that there are no defaults subsisting in the
repayment of deposits, redemption of debentures or preference shares or
repayment of term loans to any financial institutions or banks.

12. The Board confirms :

(i) that it has made the necessary and full enquiry into the affairs
 and prospects of the Company and has formed the opinion :

(a) that immediately following the date on which the general meeting is
convened, there will be no grounds on which the Company could be found
unable to pay its debts; and

(b) as regards its prospects for the year immediately following the
date of the general meeting, that having regard to their intentions
with respect to the management of the Companys business during that
year and to the amount and character of the financial resources which
will, in the view of the I Board be available to the Company during
that year, the Company will be able to meet its liabilities as and when
they fall due and will not be rendered insolvent within a period of one
year from the date of the general meeting; and

(ii) in forming its opinion for the above purposes, the Board has taken
into account the liabilities as if the Company were being wound up
under the provisions of the Companies act, 1956 (including prospective
and contingent liabilities).

13. The text of the report dated March 31, 2008 received from Messrs.
Deloitte Haskins and Sells, the statutory auditors of the Company,
addressed to the Board of Directors is reproduced below :

By Order of the Board of Directors

Monaz Noble
Company Secretary

2006-2007 Chairman's Speech (Cadbury India) Year : Dec '06

Dear Shareholders,

It is with a sense of immense pride and accomplishment that I write to

you about the Company's performance for the year 2006. The Net Sales
Value grew at 20% over 2005, with Profit Before Tax growing at 39%.
This is our best performance in living memory, and should leave each of
us feeling extremely proud and fulfilled. This became a reality due to
the two assets that we have an abundance of- great brands and great
people.

Another highlight of 2006 was undoubtedly the crossing of Rs. 1000 Crore
in sales - a milestone that our • business has been dreaming about and
chasing for many years. This is a testimony to the sweat, toil and
commitment of a large number of people. This is the time for us to
stand back and salute the efforts of all those who have contributed to
our business over the years.

Product Innovation is the key to growth and keeping in line with the
same, we had successful offerings like Cadbury Fruity Gems, Cadbury
Dairy Milk Eclairs Crunch and Bournvita 5 Star Magic. During the year
our brands have gained market share backed by powerful advertisement
campaigns. lam proud to inform you that at the Effie 2006 awards
organized by The Advertising Club of Mumbai, our `Pappu Pass Ho Gaya'
advertising campaign bagged two awards - Gold in the Consumer Products
category and Silver in the Integrated advertising campaign category. We
also received a bronze award at the Cannes Lions International
Advertising Festival for partnering with a mobile phone operator in
2005 to provide examination results via SMS to school children.

Your Company has always believed that good values and good business go
hand in hand. It is a part of our heritage and corporate culture.
Corporate Social Responsibility is about growing our business
responsibly. Working in partnership with the Sri Aurobindo Society, on
a five-year project, we are contributing to the redevelopment of two
villages in the coastal region of Pondicherry. The project addresses
education, health, economic development, vocational training, organic
farming, water harvesting and attitude changes including the
empowerment of women. The Company has also partnered with Vatsalya
Foundation, an NGO working with underprivileged street children in
Mumbai. Vatsalya's motto is to give the child a supportive environment
to live and study in and gain skills so that they become contributing
members of society. We support the educational needs of 100 street
children by providing them with their school fees and also other
requirements like books, stationery, uniforms, etc.

Your Company has been contributing to the international talent pool and
in line with this practice in 2006, Mr. Vidyut Arte, our Sales
Director moved to Cadbury China as Director Marketing. We have had
similar placements for international assignments at the middle
management levels as well.

I now would like to thank all the employees and all other stakeholders
for their continued valued support, which has helped in bringing
success for 2006.

With very best wishes,

C Y Pal
Chairman
Mumbai: March 29, 2007