MIRA INFORM REPORT

Report No. :	303266
Report Date :	16.01.2015

IDENTIFICATION DETAILS

Name :	ZYDUS WELLNESS LIMITED
Formerly Known As :	CARNATION NUTRA ANALOGUE FOODS LIMITED
Registered Office :	House No. 6 and 7, Sigma Commerce Zone, Near Iscon Temple, Sarkhej – Gandhinagar Highway, Ahmedabad – 380015, Gujarat
Country :	India
Financials (as on) :	31.03.2014
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 (66)

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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track record. The rating reflects company’s healthy financial risk profile marked by adequate liquidity position and decent profitability margins of the company. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal 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.

EXTERNAL AGENCY RATING

Rating Agency Name	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	Not Available

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 31-03-2014.

INFORMATION DECLINED BY

Name :	Mr. Pravin Shah
Designation :	Finance Department
Contact No.:	91-79-67775888
Date :	13.01.2015

LOCATIONS

Registered Office:	House No. 6 and 7, Sigma Commerce Zone, Near Iscon Temple, Sarkhej – Gandhinagar Highway, Ahmedabad – 380015, Gujarat, India
Tel. No.:	91-79-26868100 (20 Lines) / 67775888,
Fax No.:	91-79-26862253 / 67775811
E-Mail :	dhavalsoni@zyduscadila.com info@zyduswellness.in investor.grievance@zyduswellness.in
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 31.03.2014

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 Appointment :	27.07.2006
Name :	Dr. B M Hegde
Designation :	Director
Name :	Prof. Indiraben J. Parikh
Designation :	Director
Date of Appointment :	29.07.2009
Name :	Mr. Ganesh Nayak
Designation :	Director
Name :	Dr. Sharvil P Patel
Designation :	Director
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
Name :	Mr. Pravin Shah
Designation :	Finance Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2014

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	562295	1.44
Financial Institutions / Banks	4428	0.01
Insurance Companies	1723527	4.41
Foreign Institutional Investors	3440910	8.81
Any Others (Specify)	0	0.00
Sub Total	5731160	14.67
(2) Non-Institutions
Bodies Corporate	1460835	3.74
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2529344	6.47
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	748837	1.92
Any Others (Specify)	258226	0.66
Non Resident Indians	215649	0.55
Clearing Members	34052	0.09
Trusts	766	0.00
Foreign Port Folio Investor Corporate	7759	0.02
Sub Total	4997242	12.79
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	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	39072089	0.00

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

Sl.No.	Name of the Shareholder	No. of Shares held	As a % of grand total (A)+(B)+(C)	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		2,81,63,755	72.08	72.08
2	Zydus Family Trust	1,74,495	0.45	0.45
3	Pripan Investment Private Limited	640	0.00	0.00
4	Shivani Pankajbhai Patel	533	0.00	0.00
5	Pankaj Ramanbhai Patel	533	0.00	0.00
6	Pankaj Ramanbhai Patel	533	0.00	0.00
7	Pankaj Ramanbhai Patel HUF	533	0.00	0.00
8	Pankaj Ramanbhai Patel	533	0.00	0.00
9	Pritiben Ramanbhai Patel	533	0.00	0.00
10	Taraben Ramanbhai Patel	533	0.00	0.00
11	Ramanbhai B Patel HUF	533	0.00	0.00
12	Sharvil Pankajbhai Patel	533	0.00	0.00
	Total	2,83,43,687	72.54	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

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Life Insurance Corporation of India	1430377	3.66	3.66
2	Matthews India Fund	1670471	4.28	4.28
3	Baring India Private Equity Fund III Listed Investments Limited	767919	1.97	1.97
	Total	3868767	9.90	9.90

BUSINESS DETAILS

Line of Business :	Development, Production, Marketing and Distribution of Health and Wellness Products.
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

PRODUCTION STATUS NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

Information denied by management

Bankers :

· Bank of Baroda

Ashram Road Branch, Ahmedabad, Gujarat, India

· BNP Paribas

Ahmedabad Branch, Ahmedabad, Gujarat, India

• HDFC Bank Limited

Navrangpura Branch, Ahmedabad.

Banking Relations :	--
Auditors :
Name :	Dhirubhai Shah and Doshi Chartered Accountants
Memberships :	--
Collaborators :	--
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 31.03.2014

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.390.700 Millions

NOTE:

Particulars	31.03.2014
There is no change in the number of shares as at the beginning and at the end of the year.
Number of shares at the beginning and at the end of the year.	39.072
The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting, except in the case of interim 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.

Details of Shareholders holding more than 5% of equity shares of Rs. 10/- each, fully paid-up:

Cadila Healthcare Limited Number of Shares
Number of Shares	2,81,63,755
% to total share holding	72.08%
Number of Shares held by holding company:
Cadila Healthcare Limited	2,81,63,755

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	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	390.700	390.700	390.700
(b) Reserves & Surplus	2864.900	2174.700	1477.900
(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)	3255.600	2565.400	1868.600
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	21.800	21.900	18.500
(c) Other long term liabilities	3.700	3.700	6.000
(d) long-term provisions	0.100	0.200	0.100
Total Non-current Liabilities (3)	25.600	25.800	24.600
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	130.000	152.200	244.700
(c) Other current liabilities	45.700	34.800	39.200
(d) Short-term provisions	276.100	277.700	229.500
Total Current Liabilities (4)	451.800	464.700	513.400
TOTAL	3733.000	3055.900	2406.600
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	302.200	285.100	298.800
(ii) Intangible Assets	229.100	228.700	228.900
(iii) Capital work-in-progress	0.000	0.000	0.000
(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	47.400	34.400	34.900
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	603.200	572.700	587.100
(2) Current assets
(a) Current investments	1432.000	932.800	452.600
(b) Inventories	46.300	67.400	60.400
(c) Trade receivables	2.300	4.600	3.600
(d) Cash and cash equivalents	1639.300	1461.500	1271.700
(e) Short-term loans and advances	8.400	15.600	28.500
(f) Other current assets	1.500	1.300	2.700
Total Current Assets	3129.800	2483.200	1819.500
TOTAL	3733.000	3055.900	2406.600

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Net Revenue from Operations	2032.500	2130.100	2535.900
		Other Income	116.900	138.900	88.100
		TOTAL	2149.400	2269.000	2624.000
Less	EXPENSES
		Cost of Materials Consumed	517.700	572.900	574.900
		Purchases of Stock in Trade	46.100	72.700	236.600
		Changes in Inventories of Finished Goods, Works in Progress and Stock in Trade	24.500	(0.700)	116.500
		Employee Benefits Expenses	129.500	119.600	100.700
		Other Expenses	501.300	488.000	786.200
		TOTAL	1219.100	1252.500	1814.900
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		930.300	1016.500	809.100
Less/ Add	DEPRECIATION/ AMORTISATION		24.300	23.700	23.000
	PROFIT BEFORE TAX		906.000	992.800	786.100
Less	TAX		(58.500)	21.700	109.300
	PROFIT AFTER TAX		964.500	971.100	676.800
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1824.700	1227.900	868.200
Less	APPROPRIATIONS
	Transfer to General Reserve		100.000	100.000	90.000
	Interim Dividend		0.000	234.400	0.000
	Proposed Dividend		234.400	0.000	195.400
	Tax on Dividend		39.900	39.900	31.700
	BALANCE CARRIED TO THE B/S		2414.900	1824.700	1227.900
	EARNINGS IN FOREIGN CURRENCY		0.300	0.200	0.000
	IMPORTS
		Stores & Spares	1.800	1.900	0.000
		Capital Goods	3.300	0.000	4.200
		Others (Repairs to Machinery)	0.000	0.000	0.100
	TOTAL IMPORTS		5.100	1.900	4.300
	Earnings Per Share (Rs.)		24.69	24.85	17.32

QUARTERLY RESULTS

Particulars	30.06.2014	30.09.2014
Audited / UnAudited	UnAudited	UnAudited
Net Sales	425.800	529.300
Total Expenditure	282.400	290.900
PBIDT (Excl OI)	143.400	238.400
Other Income	38.200	44.700
Operating Profit	181.600	283.100
Interest	0.100	0.100
Exceptional Items	0.000	0.000
PBDT	181.500	283.000
Depreciation	12.100	11.400
Profit Before Tax	169.400	271.600
Tax	(1.100)	(1.400)
Provisions and contingencies	0.000	0.000
Profit After Tax	170.500	273.000
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	170.5	273.000

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	47.45	45.59	26.69
Operating Profit Margin (PBIDT/Sales)	(%)	45.77	47.72	31.91
Return on Total Assets (PBT/Total Assets}	(%)	24.43	32.75	33.00
Return on Investment (ROI) (PBT/Networth)		0.28	0.39	0.42
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		6.93	5.34	3.54

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	390.700	390.700	390.700
Reserves & Surplus	1477.900	2174.700	2864.900
Net worth	1868.600	2565.400	3255.600
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2535.900	2130.100	2032.500
		(16.002)	(4.582)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2535.900	2130.100	2032.500
Profit	676.800	971.100	964.500
	26.69%	45.59%	47.45%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS: 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	Yes
10]	Designation of contact person	Yes
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	--
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	Yes

NOTE:

· INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

• Registered office of the company has been shifted from “Zydus Tower”, Satellite Cross Roads, Sarkhej-Gandhinagar Highway, Ahmedabad – 380015, Gujarat, India to the present address w.e.f .30.10.2013

PERFORMANCE REVIEW

For the year ended on 31st March, 2014, the sales and other income of the Company, on consolidated basis, have increased by 4.6% to Rs. 4225.400 Millions compared to Rs. 4037.800 Millions in the previous year. Profit before Interest, Exceptional Expenses and Tax was Rs. 1037.600 Millions compared to Rs. 1079.100 Millions in the previous year. The Profit after Tax was Rs. 983.100 Millions compared to Rs. 990.300 Millions in the previous year.

EPS of the Company was Rs. 24.69 compared to Rs. 24.85 in the previous year. The summary of performance of the business of the Company is provided in the Management Discussion and Analysis Report [MDA] forming part of this Annual Report.

COMPANY OVERVIEW:

Subject was incorporated on November 01,1994 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 House No. 6 & 7, Sigma Commerce Zone, Near Iscon Temple, Sarkhej-Gandhinagar Highway, Ahmedabad- 380 015.

MANAGEMENT DISCUSSION AND ANALYSIS 2013-2014

– Year 2013-14

State of the Economy:

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 4.9 per cent in 2013-14 as compared to 4.5 per cent in 2012-13. Index of Industrial Production (“IIP”), which is considered to be the barometer of Indian industrial growth, is expected to have de-grown by 0.1% during April – February 2013-14 vs. 0.9% growth during the same period last year. The average Wholesale Price Index (WPI) inflation rate for the last 12 months (April 13 to March 14) was 5.93% as compared to 7.35% during the corresponding period in 2012-13.

Industry:

The Indian economy has been fuelled to a large extent by the growth of fast-moving consumer goods (FMCG), which form its fourth-largest sector. Last year has been difficult for Consumer products. On the one hand, food inflation showed no sign of coming down to manageable levels and on the other hand, the Economy as mentioned underperformed. Given these factors, the consumption market has reacted with a discretionary pull-back. In fact, the rate of value growth in the overall FMCG market halved from a double digit high of 18 percent in 2012 to 9 percent at the end of 2013.

During the last year, Indian consumption has gone through a correction, but with the top-end urban and rural populations continuing to consume and upgrade. Middle urban India is feeling the squeeze from uncertain revenue as well as food and utility inflation. This is expected to get better only with a real improvement in the economy accompanied by positive consumer sentiment. The replacement cycle for the urban middle class is slowing, resulting in a squeeze on discretionary spending, but continuing spending on staples. Rural middle and low-end consumers continue to upgrade (from a much lower base) into packaged consumer goods, but now at a slower pace than previously.

Persistently high inflation and general economic slowdown is not expected to turnaround in the immediate future. Therefore lower discretionary spending is likely to keep demand for consumer goods tepid. Moreover as most FMCG companies have raised prices earlier, this tool will not be available on concerns of further demand compression. This is likely to fuel increased competition among existing players trying to preserve their respective

market shares.

However, economic reforms together with rapid urbanization have brought about big opportunities for investment

and growth prospects in India, which is likely to be the world's largest consumer market by 2030, according to a report by global consultancy firm, Deloitte. The country’s retail market is projected to touch US$ 1.3 trillion by 2020, as per Mr. KV Thomas, India’s Consumer Affairs Minister.

Zydus Wellness Limited. – a niche player in consumer health

Zydus Wellness 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 contributing to and participating

in growing the health and wellness market in this country.

The year gone by witnessed a muted performance by the company. During 2013-14, the Company recorded gross sales of Rs. 4,296 Mio, up by 4.8% and a net profit of Rs. 964.5 Mio., down by 0.7% on a consolidated basis. The company took several initiatives during the year which are outlined below:

Sugar Free – India’s largest selling low calorie sweetener

During the year 2013-14, Sugar Free maintained its leadership position in the low calorie sugar substitute market with a market share of 93% (Source: AC Nielsen). Both variants of Sugar Free, the aspartame based Sugar Free Gold and sucralose based Sugar Free Natura, continued to lead in their respective segments.

The sugar substitute category is still a niche category which has been mainly adopted by health seekers and diabetics, and has a low penetration across India. The scope for conversion of a greater number of health conscious individuals besides those necessarily requiring a sugar substitute, such as diabetics, offers huge potenti al for the brand and the task as a brand leader would be to drive penetration and growth of the category.

In this regard, Sugar Free continued to build awareness of the health benefits of low calorie sweeteners as well as engage with consumers through sampling to generate trials. In the last quarter of the financial year, Sugar Free undertook a major multimedia campaign with Sanjeev Kapoor, brand ambassador, to counter competition and re-assure consumers of their leadership position and credibility. The brand continues to offer consumers a large choice through a portfolio of pellets, powders and drops.

EverYuth – Discover Naturally Beautiful Skin!

The skin cleansing category witnessed a huge slowdown primarily owing to reduced discretionary spending on personal care products arising from high inflation. This trend has impacted all three segments in which EverYuth

participates viz. Face Wash, Scrub and Mask.

In the Mask and Scrub segment, EverYuth maintained its leadership position, despite stiff competition, on the back of active engagement with its target audience through a continuous multimedia presence and ground trade and consumer engagement initiatives. In the Facial Mask category, EverYuth launched “3 in 1 Neem Face Pack”

This product innovation won the ‘Product of the Year-2014’ award in the Face Care category based in an independent survey conducted amongst 18,000 consumers in India undertaken by global research agency AC

Nielsen.

In the Peel Off segment the Company drove the category single-handedly and expanded the portfolio through the launch of a new “Fairness Peel Off” with Intelligent Target Delivery Whitening Technology, a first in India. This launch was supported with a new multimedia campaign across TV, print and digital and the initial results have been encouraging.

In Face Wash segment, EverYuth continued to face tough competition from larger brands. To counter this, the Company has launched a new and innovative “Tulsi Turmeric Face Wash” at an attractive consumer price appealing to young women seeking high performance products at affordable prices. This innovation will be widely supported with a new multimedia campaign across TV, print and digital and the Company expects to build market share in this highly competitive category through this launch.

Nutralite – ‘Health First, Taste Always’

Nutralite has maintained its leadership position in the margarine category despite strong competition from lower priced regional brands. This was possible due to continuous focus on superior quality and the high standards of customer service.

A new variant of Nutralite called ‘Nutralite Yummy’ was launched in the retail segment in North India, positioned on the platform of “Great Taste at Great Value.” This launch was supported through local media and sampling programs as well as in-store activation. In the Table Spread segment, this innovation was voted ‘Product of the Year-2014’.

ActiLife – Nutrition for adults

ActiLife was launched in 2011 as a nutritional milk additive for adults and is being built through highly focused and targeted marketing support. As Indian consumers are becoming more health conscious, there will be tremendous opportunities for growth in the wellness industry. For the Company, this will translate into continued innovation in products, services, marketing and distribution strategies. In the recent past, the Company has launched innovative new products which will drive growth and strengthen brand equity. The Company is also building a stronger distribution infrastructure with investment in channel partnerships and training for the employees of the Company and its distributors. The internet also provides opportunities for building enduring connections with consumers. Sugar Free, EverYuth and Nutralite brands are active on Facebook® and these communities of consumers re being engaged regularly with exciting product and lifestyle content.

CONTINGENT LIABILITIES:

(Rs. in millions)

Particulars	31.03.2014	31.03.2013
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	8.800	11.900
- In respect of Income Tax matters pending before appellate authorities.	19.300	0.400
In respect of guarantees given by Banks and/ Or Counter Guarantee given by the company.	0.200	0.200

STATEMENT OF RESULTS FOR THE QUARTER AND SIX MONTHS ENDED 30.09.2014

Rs. In Millions)

Particular	3 Months Ended (Unaudited	Preceding 3 Months Ended (Unaudited)	Year to date figure for the current period Ended (Unaudited)
	30.09.2014	30.06.2014	30.09.2014
Income from Operations
Gross Sales	280.000	231.400	511.400
Less Excise Duty	5.600	4.400	10.000
Net Sales / Income from Operations	274.400	227.000	501.400
Other Operating Income	254.900	198.800	453.700
Total Income from Operations (Net)	529.300	425.800	955.100
Expenses
Cost of materials consumed	155.100	124.100	279.200
Purchase of stock in trade	1.000	5.400	6.400
Changes in Inventories of Finished Goods, work in progree and stock in trade	(6.100)	(5.800)	(11.900)
Employee Benefits Expense	39.200	39.200	78.400
Depreciation and Amortisation Expense	11.400	12.100	23.500
Advertising and sales promotion expenses	5.900	35.600	41.500
Other Expenses	95.800	83.900	179.700
Total Expenses	302.300	294.500	596.800
Profit / (Loss) from Operations before Other Income, Finance Cost and Exceptional Items	227.000	131.300	358.300
Other Income	44.700	38.200	82.900
Profit / (Loss) before Finance Cost and Exceptional Items	271.700	169.500	441.200
Finance Costs	0.100	0.100	0.200
Profit / (Loss) after Finance cost but before Exceptional Items	271.600	169.400	441.000
Exceptional Items	0.000	0.000	0.000
Profit / (Loss) before Tax	271.600	169.400	441.000
Tax Expense	(1.400)	(1.100)	(2.500)
Net Profit / (Loss) after Tax	273.000	170.500	443.500
Extraordinary Items (net of tax expense)	0.000	0.000	0.000
Net Profit / (Loss) for the Period	273.000	170.500	443.500
Paid Up Equity Share Capital (per Value of the share – Rs. 10/- each fully paid)	390.700	390.700	390.700
Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year	--	--	--
Earnings Per Share (EPS) (in Rs.)
a) Basic	6.99	4.39	11.35
b) Diluted	6.99	4.39	11.35

NOTE:

1. The above results for the quarter & Six month ended on September 30, 2014 were reviewed by the Audit Committee and then approved by the Board of Directors at their meeting held on November 05, 2014.

2. The Statutory auditors of the Company have carried out a "Limited Review" of the above results as per clause 41 of the Listing Agreement.

3. The Company operates in one segment, namely "Consumer Products".

4. Tax expense for the 6 months ended September 30, 2013 (Year to date for the Previous period) includes one-time tax refund of Rs. 58.300 Millions and hence tax expense of the current period's is not comparable with that of the previous year.

Sr. No.	Particular	3 Months Ended (Unaudited	Preceding 3 Months Ended (Unaudited)	Year to date figure for the current period Ended (Unaudited)
		30.09.2014	30.06.2014	30.09.2014
A	PARTICULARS OF SHAREHOLDING
1	Public Shareholding
	- Number of Shares	10728402	10728402	10728402
	- Percentage of Shareholding	27.46	27.46	27.46
2	Promoters and Promoter Group Shareholding
	a) Pledged / Encumbered
	- Number of Shares	Nil	Nil	Nil
	- Percentage of Shares (as a % of total shareholding of promoter and promoter group)	NA	NA	NA
	- Percentage of Shares (as a % of total share Capital of the Company)	NA	NA	NA
	b) Non-Encumbered
	- Number of Shares	28343687	28343687	28343687
	- Percentage of Shares (as a % of total shareholding of promoter and promoter group)	100	100	100
	- Percentage of Shares (as a % of total share Capital of the Company)	72.54	72.54	72.54

INVESTOR COMPLAINTS

PARTICULARS	Quarter Ended (Unaudited)
	30.09.2014
Pending at the beginning of the quarter	NIL
Received during the quarter	11
disposed off during the quarter	10
Remaining unresolved at the end of the quarter	1

STATEMENT OF ASSETS AND LIABILITIES

SOURCES OF FUNDS	30.09.2014
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	390.700
(b) Reserves & Surplus	3305.800
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	3696.500
(3) Non-Current Liabilities
(a) long-term borrowings	0.000
(b) Deferred tax liabilities (Net)	19.300
(c) Other long term liabilities	2.500
(d) long-term provisions	0.100
Total Non-current Liabilities (3)	21.900
(4) Current Liabilities
(a) Short term borrowings	0.000
(b) Trade payables	114.500
(c) Other current liabilities	45.000
(d) Short-term provisions	0.900
Total Current Liabilities (4)	160.400
TOTAL	3878.800
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets	510.500
(b) Non-current Investments	24.500
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	53.200
(e) Other Non-current assets	0.000
Total Non-Current Assets	588.200
(2) Current assets
(a) Current investments	1458.800
(b) Inventories	54.900
(c) Trade receivables	4.100
(d) Cash and cash equivalents	1260.300
(e) Short-term loans and advances	511.200
(f) Other current assets	1.300
Total Current Assets	3290.600
TOTAL	3878.800

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 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] Records 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.61.76
UK Pound	1	Rs.94.02
Euro	1	Rs.72.63

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	KAR
Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILITY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		66

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.