MIRA INFORM REPORT

Report Date :

05.08.2013

IDENTIFICATION DETAILS

Name :	ZYDUS WELLNESS LIMITED
Registered Office :	“Zydus Tower”, Satellite Cross Roads, Sarkhej-Gandhinagar Highway, Ahmedabad – 380015, Gujarat
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	01.11.1994
Com. Reg. No.:	023490
Capital Investment / Paid-up Capital :	Rs.390.700 Millions
CIN No.: [Company Identification No.]	L15201GJ1994PLC023490
TAN No.: [Tax Deduction & Collection Account No.]	AHMC00196A
PAN No.: [Permanent Account No.]	AAACC7740G
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.
Line of Business :	Development, Production, Marketing and Distribution of Health and Wellness Products.
No. of Employees :	Information denied by management.

RATING & COMMENTS

MIRA’s Rating :

A (63)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 10300000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a well established and a reputed company having a fine track record. Even though there appears some dip in the sales during 2013, the profit margin has improved. Financial position of the company appears to be sound. Trade relations are reported as trustworthy. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED

MANAGEMENT NON CO-OPERATIVE.

LOCATIONS

Registered/ Corporate Office :	“Zydus Tower”, Satellite Cross Roads, Sarkhej-Gandhinagar Highway, Ahmedabad – 380015, Gujarat, India
Tel. No.:	91-79-26868100 (20 Lines)
Fax No.:	91-79-26862253
E-Mail :	dhavalsoni@zyduscadila.com
Website :	www.zyduswellness.in
Factory :	7A, 7B and 8, Saket Industrial Estate, Sarkhej Bavla Road, Village Moraiya, Taluka Sanand, District Ahmedabad, Gujarat, India

DIRECTORS

(AS ON 31.03.2013)

Name :	Mr. Pankaj R Patel
Designation :	Chairman
Name :	Elkana N. Ezekiel
Designation :	Managing Directors
Name :	Mr. H Dhanrajgir
Designation :	Director
Name :	Mr. Mukesh M Patel
Designation :	Director
Date of Birth/ Age :	59 years
Date of Appointment :	27.07.2006
Name :	Dr. B M Hegde
Designation :	Director
Name :	Prof. Indiraben J. Parikh
Designation :	Director
Date of Birth/ Age :	69 years
Date of Appointment :	29.07.2009
Name :	Mr. Ganesh Nayak
Designation :	Director
Name :	Dr. Sharvil P Patel
Designation :	Director
Date of Birth/ Age :	34 years
Date of Appointment :	27.04.2009

KEY EXECUTIVES

Name :	Mr. Amit B Jain
Designation :	Chief Financial Officer
Name :	Mr. Dhaval N Soni
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.06.2013)

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	179292	0.46
Bodies Corporate	28164395	72.08
Sub Total	28343687	72.54
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	28343687	72.54
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2212504	5.66
Financial Institutions / Banks	3826	0.01
Insurance Companies	2023527	5.18
Foreign Institutional Investors	1999737	5.12
Any Others (Specify)	0	0.00
Sub Total	6239594	15.97
(2) Non-Institutions
Bodies Corporate	1026816	2.63
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	2727569	6.98
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	460244	1.18
Any Others (Specify)	274179	0.70
Non Resident Indians	207127	0.53
Clearing Members	48826	0.12
Trusts	18226	0.05
Sub Total	4488808	11.49
Total Public shareholding (B)	10728402	27.46
Total (A)+(B)	39072089	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	39072089	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

S. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Cadila Healthcare Limited	2,74,43,274	70.24
2	Zydus Animal Health Limited	7,20,481	1.84
3	Zydus Family Trust	1,74,495	0.45
4	Pripan Investment Private Limited	640	0.00
5	Shivani Pankajbhai Patel	533	0.00
6	Pankaj Ramanbhai Patel	533	0.00
7	Pankaj Ramanbhai Patel	533	0.00
8	Pankaj Ramanbhai Patel HUF	533	0.00
9	Pankaj Ramanbhai Patel	533	0.00
10	Pritiben Ramanbhai Patel	533	0.00
11	Taraben Ramanbhai Patel	533	0.00
12	Ramanbhai B Patel HUF	533	0.00
13	Sharvil Pankajbhai Patel	533	0.00
	Total	2,83,43,687	72.54

(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

S. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	Life Insurance Corporation of India	1730377	4.43
2	Baring India Pvt Equity Fund III Listed Investment Limited	767919	1.97
3	HDFC Trustee Company Limited - HDFC Prudence	578103	1.48
4	Reliance Capital Trustee Company Limited	560645	1.43
5	HDFC Trustee Company Limited -HDFC Mutual Fund	500000	1.28
	Total	4137044	10.59

BUSINESS DETAILS

Line of Business :

Development, Production, Marketing and Distribution of Health and Wellness Products.

GENERAL INFORMATION

No. of Employees :	Information denied by management.
Bankers :	· Bank of Baroda Ashram Road Branch, Ahmedabad, Gujarat, India · BNP Paribas Ahmedabad Branch, Ahmedabad, Gujarat, India
Facilities :	--

Banking Relations :	--
Auditors :
Name :	Manubhai and Company Chartered Accountants
Holding Company :	· Cadila Healthcare Limited
Partnership Firm :	· Zydus Wellness - Sikkim
Fellow Subsidiaries :	· Dialforhealth India Limited · Dialforhealth Unity Limited · Dialforhealth Greencross Limited · German Remedies Limited · Zydus Pharmaceuticals Limited · Zydus Animal Health Limited · Liva Healthcare Limited · Zydus Technologies Limited · Biochem Pharmaceutical Industries Limited · Zydus Healthcare, a Partnership Firm · Zydus Lanka (Private) Limited [Sri Lanka] · Zydus Pharmaceuticals (USA) Inc. [USA] · Nesher Pharmaceuticals (USA) LLC [USA] · Zydus Healthcare (USA) LLC [USA] · Zydus Noveltech Inc. [USA] · Hereon Pharmaceuticals LLC [USA] · Zydus Healthcare S.A. (Pty) Limited [South Africa] · Simayla Pharmaceuticals (Pty) Limited [South Africa] · Script Management Services (Pty) Limited [South Africa] · Zydus Nikkho Farmaceutica Ltda. [Brazil] · Zydus Pharma Japan Company Limited [Japan] · Laboratories Combix S.L. [Spain] · Zydus International Private Limited [Ireland] · Zydus Netherlands B.V. [the Netherlands] · Zydus France, SAS [France] · Etna Biotech S.R.L. [Italy] · ZAHL Europe B.V. [the Netherlands] · Zydus Pharmaceuticals Mexico SA De CV, [Mexico] · Zydus Pharmaceuticals Mexico Services Company SA De CV.[Mexico] · ZAHL B.V. [the Netherlands] · Bremer Pharma GmbH [Germany]

CAPITAL STRUCTURE

(AS ON 31.03.2013)

Authorised Capital :

No. of Shares	Type	Value	Amount
45000000	Equity Shares	Rs.10/- each	Rs.450.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
39072089	Equity Shares	Rs.10/- each	Rs.390.720 Millions

NOTES:

A. There is no change in the number of shares as at the beginning and the end of the year.

Number of shares at the beginning and at the end of the year.

39072089

B. The Company has only one class of shares i.e. equity shares. All equity shares carry equal rights with respect to voting and dividend. In the event of liquidation of the Company, the equity shareholders shall be entitled to proportionate share of their holding in the assets remaining after distribution of all preferential amounts.

C. Details of Shareholders holding more than 5% of equity shares of Rs. 10/- each, fully paid-up:
Cadila Healthcare Limited
Number of Shares	27443274
% to total share holding	70.24%
D. Number of Shares held by holding company and its subsidiary company:
Cadila Healthcare Limited [Holding company]	27443274
Zydus Animal Health Limited [Fellow subsidiary]	720481

E. The Company has issued 3,34,96,989 equity shares of Rs.10/-each fully paid-up in the ratio of 04:15 pursuant to the Composite Scheme of Arrangement between the Company and Cadila Healthcare Limited, Zydus Hospitals and Medical Research Private Limited, their respective shareholders and creditors approved by Hon'ble High Court of Gujarat at Ahmedabad, vide order dated October 23, 2008 in the year 2008-09.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	390.700	390.700	390.700
(b) Reserves & Surplus	2174.700	1477.900	1028.200
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1)+(2)	2565.400	1868.600	1418.900
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	21.900	18.500	11.100
(c) Other long term liabilities	3.700	6.000	4.000
(d) long-term provisions	0.200	0.100	0.200
Total Non-current Liabilities (3)	25.800	24.600	15.300
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	152.200	244.700	347.100
(c) Other current liabilities	34.800	39.200	83.700
(d) Short-term provisions	277.200	229.500	191.300
Total Current Liabilities (4)	464.200	513.400	622.100
TOTAL	3055.400	2406.600	2056.300
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	285.100	298.800	302.800
(ii) Intangible Assets	228.700	228.900	229.100
(iii) Capital work-in-progress	0.000	0.000	3.100
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	24.500	24.500	24.500
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	33.900	34.900	11.600
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	572.200	587.100	571.100
(2) Current assets
(a) Current investments	932.800	452.600	372.500
(b) Inventories	67.400	60.400	175.000
(c) Trade receivables	4.600	3.600	11.700
(d) Cash and cash equivalents	1461.500	1271.700	877.600
(e) Short-term loans and advances	15.600	28.500	38.200
(f) Other current assets	1.300	2.700	10.200
Total Current Assets	2483.200	1819.500	1485.200
TOTAL	3055.400	2406.600	2056.300

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Net Revenue from Operations	2130.100	2535.900	3363.700
		Other Income	138.900	88.100	72.100
		TOTAL	2269.000	2624.000	3435.800
Less	EXPENSES
		Cost of Materials Consumed	572.900	574.900	498.500
		Purchases of Stock in Trade	72.700	236.600	749.300
		Changes in Inventories of Finished Goods, Works in Progress and Stock in Trade	(0.700)	116.500	(45.800)
		Employee Benefits Expenses	119.600	100.700	183.000
		Other Expenses	487.500	786.200	1136.300
		TOTAL	1252.000	1814.900	2521.300
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		1017.000	809.100	914.500
Less/ Add	DEPRECIATION/ AMORTISATION		23.700	23.000	14.900
	PROFIT BEFORE TAX		993.300	786.100	899.600
Less	TAX		22.200	109.300	304.800
	PROFIT AFTER TAX		971.100	676.800	594.800
	EARNINGS IN FOREIGN CURRENCY		0.200	0.000	0.000
	IMPORTS
		Stores & Spares	1.900	0.000	0.400
		Capital Goods	0.000	4.200	54.700
		Others (Repairs to Machinery)	0.000	0.100	0.000
	TOTAL IMPORTS		1.900	4.300	55.100
	Earnings Per Share (Rs.)		24.85	17.32	15.22

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	42.80	25.79	17.31
Net Profit Margin (PBT/Sales)	(%)	46.63	30.99	26.74
Return on Total Assets (PBT/Total Assets}	(%)	32.77	33.00	44.34
Return on Investment (ROI) (PBT/Networth)		0.39	0.42	0.63
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		5.35	3.54	2.39

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITY OF LONG TERM BORROWINGS DETAIL: NOT AVAILABLE

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

-----------------------------------------------------------------------------------------------------------------------------

IN THE HIGH COURT OF DELHI AT NEW DELHI

CS (OS) 2268/2010

ALTICOR INC AND ANR…. Plaintiffs

Through: Counsel for the plaintiffs (appearance not given)

versus

ZYDUS WELLNESS LTD and ANR…. Defendants

Through: Mr. Neeraj Kishan Kaul, Sr. Adv. with Ms. Bitika Sharma and Ms. Kamna Nagpal, Advs.

CORAM:
HON'BLE MR. JUSTICE RAJIV SAHAI ENDLAW

ORDER
29.04.2013

IA No.6812/2013 (of the defendants u/S 124 of the Trade Marks Act, 1999)

1. It is inter alia the plea of the defendants in the written statement that the plaintiffs are not using the Trademark for all the classes for which registration has been obtained and has been granted registration in the wrong classes.

2. It has been enquired from the senior counsel for the defendants / applicants whether the same amounts to the registration of the plaintiffs? Trademark being invalid within the meaning of Section 124(1) of the Act.

CS (OS) 2268/2010 Page 1 of 2  

3. The senior counsel for the defendants / applicants has invited attention to Section 47 and Section 57(2) of the Act to contend that the plea of the Trademark remaining wrongfully on the register despite non use is also a plea of invalidity within the meaning of Section 124(1) and thus, the Section would be attracted.

4. The counsel for the plaintiffs / non applicants states that notice of the application be issued and a reply thereto shall be filed.

 5. Though the plaintiffs ought to have been ready to argue the application but since time for filing additional documents was given, issue notice. Notice is accepted by the counsel for the plaintiffs / non applicants. Reply be filed within four weeks. Rejoinder within four weeks thereafter. The time for filing the additional documents is also extended by six weeks.

6. List on 6th August, 2013.

RAJIV SAHAI ENDLAW, J

APRIL 29, 2013\

CS(OS) 2268/2010 Page 2 of 2

35$

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MANAGEMENT DISCUSSION AND ANALYSIS 2012-2013

OVERVIEW – YEAR 2012-13

STATE OF ECONOMY, INDUSTRY AND THEIR BUSINESS

The globalization of India has given rise to new opportunities but it has also brought with it new challenges. It means that the global economy can no longer be viewed from a spectator's standpoint. What happens globally has larger implications for India. The global economic situation remains far from stable and this is reflected in the prospects for India's growth. Most of the macro-economic data for India released recently indicates signs of moderation. The IIP growth has been languishing and growth rate of exports has been in the negative terrain for many months. Nonetheless, some key policy announcements undertaken last year did uplift the confidence levels and created optimism with regard to the future. However, the pickup in investment activity especially from foreign investors remains subdued.

As per the latest Advanced Estimates (AE) of the Central Statistics Office (CSO), growth in GDP at factor cost at constant prices was estimated at 5 per cent in 2012-13 as compared to the revised growth of 6.2 per cent in 2011-12. Index of Industrial Production ("IIP"), which is considered to be the barometer of Indian industrial growth, is expected to have grown by 0.9% during April - February 2012-13 vs. 3.5% growth during the same period last year. The average Wholesale Price Index (WPI) inflation rate for the last 12 months (April 12 to March 13) was 7.3% as compared to 8.9% during the corresponding period in 2011-12. (Source: Monthly Economic Report, March 2013 as published by the Ministry of Finance, Government of India).

The Indian health and wellness industry is set to double by 2015 if current trends continue, a joint report by industry body FICCI and advisory firm PricewaterhouseCoopers (PwC) said. At present, the sector is estimated at Rs. 590 billion and is growing at a CAGR of 18-20 per cent. Though traditional products continue to dominate the market at 60 per cent, consumer awareness of new forms of wellness products and services such as fortified foods, dietary supplements, cosmetic treatments and rejuvenation therapies is growing. The report also highlights that tier 2 and tier 3 cities offer headroom for growth but add that these markets require investments and long-term focus. "Many wellness segments extend beyond traditional gender boundaries traditional products and services continue to appeal to the Indian consumer, but these now need to meet modern sensibilities" according to the report.

The report further mentions that brands are becoming increasingly relevant for Indian consumers and that companies need to invest in communicating with consumers to remain salient. "Consumers are increasingly placing a high premium on their time, so wellness players have started bundling convenience along with health and beauty benefits" it says. It predicts that mainstream and generic wellness concepts in India will continue to dominate, while emerging niche categories are likely to result in new opportunities. Online channels too are expected to grow in relevance as a medium for interaction with consumers.

Increasing health awareness among Indian consumers due to rising media penetration is also helping the sector to grow. "Given high disposable incomes, consumers are taking into account health considerations as part of their purchasing decisions, with preventive care gaining more prominence over a curative approach to disease management", said Sandeep Ahuja, Chairman, FICCI National Wellness Committee. The FICCI-PwC report further adds that the per capita spend on wellness has jumped from Rs 300 in 2008 to over Rs 480, last year.

Company has been a niche and significant player in this growing market with its portfolio of health care brands viz. Sugar Free, Everyuth, Nutralite and Actilife. These brands have been driving, contributing and participating in growing the health and wellness market in this country.

The year has witnessed a strong performance from the company. During 2012-13, the Company recorded gross sales of Rs.4100 Mio. up by 19% and a net profit of Rs.971 Mio., up by 43.5% on a consolidated basis. The company took several initiatives during the year to strengthen its brands and its leadership position. These are outlined below:

SUGAR FREE - INDIA'S LARGEST SELLING LOW CALORIE SWEETENER

Sugar Free has maintained its leading position in the low calorie sugar substitute category with a market share of more than 90% as of March 31, 2013. Both Sugar Free Gold, an aspartame based sweetener and Sugar Free Natura, which is sucralose based, have maintained their top slots. With this strong market share, Sugar Free continues to be the driving force for overall category growth.

The brand's comeback to high growth trajectory was driven by strong marketing support in the form of a new theme campaign with endorsement by a new celebrity and integrating all products on one platform. The brand's multi-product presence with Sugar Free Gold and Natura across different product formats like pellets, powders and drops gives the consumer a broad basket of choices. While there have been new entrants into the category, the strength of the brand's equity has allowed an enhanced market share and a prominent retail presence. Given the low household penetration levels of sugar substitutes, the Company's focus will be category development in the future as the route to generating strong growth.

EVERYUTH - CELEBRATING YOUTH!

The everyuth range of skin-care products maintained its leadership position in the scrubs and peel-off category while the face wash category continued to experience aggressive competition.

Reflecting the aspirations of the modern Indian consumer and with a view to being relevant and contemporary, the Company re-launched the brand with new exciting packaging, improved formulations for superior performance and aesthetics and a powerful new marketing programme. A new celebrity has been signed on as the brand ambassador who now features in all advertising, point of sale and outdoor communication. The company also launched new variants of face washes (Radiant Fairness, Pollution Defense, Aloe and Skin Balancing Grape), two new variants of Scrubs (Radiant Fairness Strawberry Scrub and Foot Scrub) and re-launched the everyuth Menz line with new modern packaging and a high technology whitening cream. As part of a broader distribution expansion drive, the Company has also entered the soap category and launched its first range of transparent soaps in Lemon, Fruit and Neem variants. Plans are in place to expand the product portfolio further and improve distribution reach backed by strong advertising and promotional support to keep everyuth on a high paced growth going forward.

NUTRALITE - 'HEALTH FIRST, TASTE ALWAYS'

The table spread category has recorded subdued growth rates throughout the year. There have also been multiple launches from low priced competitors with a focus on the price conscious institutional customers. Despite this, Nutralite has maintained its dominant position in margarine category through a commitment to quality and service. In retail, the Company has expanded its product portfolio with the launch of a premium variant, Nutralite with Omega 3. This launch has strengthened the health positioning of the brand and created a platform for future growth. The launch has been backed by strong advertising and trade activations resulting in a positive consumer response. It was voted 'Product of the Year 2013' based on an independent survey conducted amongst 18000 consumers in India undertaken by global research agency AC Nielsen. This prestigious award is reserved for products which have excelled in innovation and in delivering consumer satisfaction. An additional flavor variant with cheese has also been added to the portfolio. Both the products are free of trans fats and are fortified with Vitamins A, D and E.

In the year ahead, the Company expects to continue focusing on expanding the product portfolio and building an awareness of the health benefits of the brand with a view to grow the consumer base.

ACTILIFE - NUTRITION FOR ADULTS

Actilife was launched in 2011 as a nutritional milk additive for adults. To create this new concept the Company has been investing in education through advertising, sampling programs and in-store activations. As with any new idea, the lead time for its adoption is often fairly long and the Company is diligent in its approach while refining the marketing support programs to achieve business goals.

As a strategy, the Company is also looking at line extensions aggressively across the different categories where it competes. All brands in the portfolio have strong equity with consumers and ready acceptance in the trade. This allows the Company to bring innovative new products to the market and drive growth by leveraging its strong health care heritage.

With a continued focus on strengthening its existing portfolio, expanding distribution to reach a wider consumer base and launch of innovative products in the wellness domain, the Company is confident of achieving its long term goals and bringing wellness to the lives of every Indian.

COMPANY OVERVIEW:

The Company was incorporated on November 1, 1994 and operates as an integrated consumer company with business encompassing the entire value chain in the development, production, marketing and distribution of health and wellness products. The product portfolio of the Company includes brands like Sugar free, Everyuth, Nutralite and ActiLife. The Company's shares are listed on the National Stock Exchange of India Limited [NSE] and Bombay Stock Exchange Limited [BSE]. The Registered Office of the company is situated at Zydus Tower, Satellite Cross Roads, Sarkhej-Gandhinagar Highway, Ahmedabad-380015.

CONTINGENT LIABILITIES

Particulars	31.03.2013	31.03.2012
Claims against the company not acknowledged as debt.	2.000	2.000
Other Money for which the company is contingently liable:
- In respect of sales tax matters pending before appellate authorities	11.900	5.500
- In respect of Income Tax matters pending before appellate authorities.	0.400	16.500
In respect of guarantees given by Banks and/ Or Counter Guarantee given by the company.	0.200	0.200

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

FIXED ASSETS:

· Freehold Land

· Leasehold Land

· Building

· Plant and Equipments

· Furniture and Fixtures

· Vehicles

· Office Equipments

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.60.80
UK Pound	1	Rs.91.95
Euro	1	Rs.80.37

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	6
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		63

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.