MIRA INFORM REPORT

Report No. :	339769
Report Date :	05.09.2015

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
Tel. No.:	91-79-26868100
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	01.11.1994
Com. Reg. No.:	04-023490
Capital Investment / Paid-up Capital :	Rs.390.700 Million
CIN No.: [Company Identification No.]	L15201GJ1994PLC023490
IEC No.:	0895008416
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 Exchanges.
Line of Business :	Manufacturing, Production, Marketing and Distribution of Health and Wellness Products.
No. of Employees :	209 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Aa (78)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 12000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a subsidiary of “Cadila Healthcare Limited”. Subject is well-established company having fine track record. The rating reflects company’s strong financial risk profile marked by zero debt balance sheet along adequate networth base and healthy liquidity position of the company. Rating also takes into consideration company’s strong operating efficiencies backed by 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. In view of aforesaid, 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

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 31-03-2013.

INFORMATION PARTED BY

Name :	Mr. Pravin Shah
Designation :	Finance Department
Contact No.:	91-79-67775888
Date :	04.09.2015

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 31.03.2015

Name :	Mr. Pankaj R Patel
Designation :	Chairman [upto 14th July, 2014]
Name :	Dr. Sharvil P. Patel
Designation :	Chairman [became Chairman w.e.f. 14th July, 2014]
Name :	Elkana N. Ezekiel
Designation :	Managing Director [upto 14th April, 2015]
Name :	Tarun G. Arora
Designation :	Whole Time Director [w.e.f. 14th May, 2015]
Name :	H. Dhanrajgir
Designation :	Director
Name :	Dr. B. M. Hegde
Designation :	Director
Name :	Prof. Indiraben J. Parikh
Designation :	Director
Name :	Ganesh N. Nayak
Designation :	Director
Name :	Mukesh M. Patel
Designation :	Director [upto 14th May, 2014]

KEY EXECUTIVES

Name :	Amit B. Jain
Designation :	Chief Financial Officer
Name :	Dhaval N. Soni
Designation :	Company Secretary
Name :	Pravin Shah
Designation :	Finance Department

SHAREHOLDING PATTERN

AS ON 30.06.2015

Category of Shareholder	No. of Shares	Percentage of Holding
(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	398325	1.02
Financial Institutions / Banks	8252	0.02
Insurance Companies	1672104	4.28
Foreign Institutional Investors	3154111	8.07
Any Others (Specify)	0	0.00
Sub Total	5232792	13.39
(2) Non-Institutions
Bodies Corporate	1872969	4.79
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	2573564	6.59
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	794815	2.03
Any Others (Specify)	254262	0.65
Non-Resident Indians	202284	0.52
Clearing Members	25725	0.07
Trusts	8733	0.02
Overseas Corporate Bodies	53	0.00
Others	17467	0.04
Sub Total	5495610	14.07
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

BUSINESS DETAILS

Line of Business :	Manufacturing, Production, Marketing and Distribution of Health and Wellness Products.
Products :	Health and Wellness Products
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :
Selling :	L/C, Cash, Credit and Cheque
Purchasing :	L/C, Cash, Credit and Cheque

PRODUCTION STATUS – NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Company Name :	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 :

Company Name :	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 :

209 (Approximately)

Bankers :

Banker Name :	Bank of Baroda
Branch :	Ashram Road Branch, Ahmedabad, Gujarat, India
Person Name (With Designation) :	B. A. Thavani (AGM)
Contact Number :	91-79-26580173
Name of Account Holder :	Zydus Wellness Limited
Account Number :	--
Account Since (Date/Year of Account Opening) :	6 Years
Average Balance Maintained :	--
Credit Facilities Enjoyed (CC/OD/Term Loan) :	--
Account Operation :	Very Good
Remark :	As claimed by Mr. B. A. Thavani (AGM) that he satisfied with subject company transactions.

• HDFC Bank Limited, Navrangpura Branch, Ahmedabad, Gujarat, India

• BNP Paribas, Ellisbridge Branch, Ahmedabad, Gujarat, India

Statutory Auditor :	Dhirubhai Shah and Doshi Chartered Accountants
Cost Auditor :	Dalwadi and Associates Cost Accountants
Secretarial Auditor :	Hitesh Buch and Associates Practicing Company Secretary
Collaborators :	Not Divulged
Membership :	Not Divulged
Holding Company :	· Cadila Healthcare Limited
Partnership Firm :	· Zydus Wellness - Sikkim
Fellow Subsidiaries/ Concerns:	· Dialforhealth India Limited · Nesher Pharmaceuticals (USA) LLC [USA] · Dialforhealth Unity Limited · Zydus Healthcare (USA) LLC [USA] · Dialforhealth Greencross Limited · Zydus Noveltech Inc. [USA] · German Remedies Limited · Hercon Pharmaceuticals LLC [USA] · Liva Pharmaceuticals Limited · Zydus Healthcare S.A. (Pty) Limited [South Africa] · Zydus Technologies Limited · Simayla Pharmaceuticals (Pty) Ltd [South Africa] · Biochem Pharmaceutical Industries Limited · Script Management Services (Pty) Ltd [South Africa] · Zydus BSV Pharma Private Limited · Zydus France, SAS [France] · M/s. Zydus Healthcare, a Partnership Firm · Zydus Nikkho Farmaceutica Ltda. [Brazil] · Zydus Lanka (Private) Limited [Sri Lanka] · Zydus Pharma Japan Co. Limited [Japan] · Zydus Healthcare Philippines Inc. [Philippines] · Laboratorios Combix S.L. [Spain]

CAPITAL STRUCTURE

AS ON 31.03.2015

Authorised Capital :

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

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
39072089	Equity Shares	Rs.10/- each	Rs.390.700 Million

a) There is no change in the number of shares as at the beginning and at the end of the year

Equity Shares	Number of Shares
Number of shares at the beginning and at the end of the year.	39072089

b) 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.

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

Name of Shareholder	Number of Shares	% holding
Cadila Healthcare Limited	28163755	72.08%

d) Number of Shares held by Holding Company:

Name of Shareholder	Number of Shares
Cadila Healthcare Limited	28163755

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	390.700	390.700	390.700
(b) Reserves & Surplus	3669.700	2864.900	2174.700
(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)	4060.400	3255.600	2565.400
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	16.000	21.800	21.900
(c) Other long term liabilities	2.100	3.700	3.700
(d) long-term provisions	2.400	0.100	0.200
Total Non-current Liabilities (3)	20.500	25.600	25.800
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	96.000	130.000	152.200
(c) Other current liabilities	49.700	45.700	34.800
(d) Short-term provisions	283.200	276.100	277.700
Total Current Liabilities (4)	428.900	451.800	464.700
TOTAL	4509.800	3733.000	3055.900
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	215.400	302.200	285.100
(ii) Intangible Assets	228.800	229.100	228.700
(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	61.100	47.400	34.400
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	529.800	603.200	572.700
(2) Current assets
(a) Current investments	978.200	1432.000	932.800
(b) Inventories	41.100	46.300	67.400
(c) Trade receivables	3.300	2.300	4.600
(d) Cash and cash equivalents	2947.900	1639.300	1461.500
(e) Short-term loans and advances	8.300	8.400	15.600
(f) Other current assets	1.200	1.500	1.300
Total Current Assets	3980.000	3129.800	2483.200
TOTAL	4509.800	3733.000	3055.900

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2015	31.03.2014	31.03.2013
	SALES
		Net Revenue from Operations	2191.100	2032.500	2130.100
		Other Income	204.500	116.900	138.900
		TOTAL	2395.600	2149.400	2269.000
Less	EXPENSES
		Cost of Materials Consumed	597.000	517.700	572.900
		Purchases of Stock in Trade	8.800	46.100	72.700
		Changes in Inventories of Finished Goods, Works in Progress and Stock in Trade	2.600	24.500	(0.700)
		Employee Benefits Expenses	157.800	129.500	119.600
		Other Expenses	496.700	501.300	488.000
		TOTAL	1262.900	1219.100	1252.500
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		1132.700	930.300	1016.500
Less	DEPRECIATION/ AMORTISATION		45.500	24.300	23.700
	PROFIT BEFORE TAX		1087.200	906.000	992.800
Less	TAX		(2.300)	(58.500)	21.700
	PROFIT AFTER TAX		1089.500	964.500	971.100
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		2414.900	1824.700	1227.900
Less	ADDITIONAL DEPRECIATION UPON REVISION IN USEFUL LIVES OF TANGIBLE ASSETS		2.600	0.000	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	100.000	100.000
		Interim Dividend	0.000	0.000	234.400
		Proposed Dividend	234.400	234.400	0.000
		Tax on Dividend	47.700	39.900	39.900
	BALANCE CARRIED TO THE B/S		3219.700	2414.900	1824.700
	EARNINGS IN FOREIGN CURRENCY		0.500	0.300	0.200
	IMPORTS
		Stores & Spares	4.100	1.800	1.900
		Capital Goods	0.400	3.300	0.000
	TOTAL IMPORTS		4.500	5.100	1.900
	Earnings Per Share (Rs.)		27.88	24.69	24.85

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2015	31.03.2014	31.03.2013
Current Maturities of Long term debt	NA	NA	NA
Cash generated from operations	798.400	984.800	790.100
Net cash from operating activities	886.000	875.900	769.400

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin PAT / Sales	(%)	49.72	47.45	45.59
Return on Total Assets (PBT/Total Assets)	(%)	24.24	24.43	32.75
Return on Investment (ROI) (PBT/Networth)		0.27	0.28	0.39
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		9.28	6.93	5.34

STOCK PRICES

Face Value	Rs.10.00/-
Market Value	Rs.832.70/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014	31.03.2015
	Rs. In Million	Rs. In Million	Rs. In Million
Share Capital	390.700	390.700	390.700
Reserves & Surplus	2174.700	2864.900	3669.700
Net worth	2565.400	3255.600	4060.400
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	31.03.2013	31.03.2014	31.03.2015
	Rs. In Million	Rs. In Million	Rs. In Million
Sales	2130.100	2032.500	2191.100
		(4.582)	7.803

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	Rs. In Million	Rs. In Million	Rs. In Million
Sales	2130.100	2032.500	2191.100
Profit	971.100	964.500	1089.500
	45.59%	47.45%	49.72%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	No
22	Conduct of the banking account	Yes
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	No
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	Yes
35	Negative Reporting by Auditors in the Annual Report	No

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW – YEAR 2014-15

STATE OF THE ECONOMY:

As per the latest Advanced Estimate (AE) of the Central Statistics Office (CSO), growth in India’s GDP at factor cost at constant prices was estimated at 7.4 per cent in 2014-15 as compared to 6.9 per cent in 2013-14. During April – February, 2014-15, overall growth in Index of Industrial Production (“IIP”) was 2.80 per cent as compared to (-) 0.1 per cent in corresponding period of previous year. The average Wholesale Price Index (WPI) Inflation rate for the last 12 months (April 14 to March 15) was 2% compared to 6% during the corresponding period in 2013-14.

The International Monetary Fund released an update to its World Economic Outlook report predicting that India’s economy will improve in terms of its annual growth rate by 2016. The IMF estimates predict that India’s economy will grow at 6.3 and 6.5 percent respectively over the next two years. This puts India’s projected growth in 2016 ahead of the organization’s estimates for many other economies, making India the fastest growing major emerging economy in the world.

INDUSTRY:

FMCG GROWTH RATES

The Indian FMCG industry spans over 8 million outlets, reaching out to 1.26 billion people and is worth $37 billion. Nielsen figures estimate that the market grew by around 7% in 2014, and is set to grow by 10% in 2015 and 12% in 2016.

This year, with a new government, there have been quite a few positive markers for the industry and India’s consumer confidence index went back on top of the chart – standing at 126 points in the third-quarter 2014. With these positive signs, standard and poor’s revised India’s outlook from Negative to Stable.

For the FMCG Sector, excise duty was reduced on specific food processing and packaging machinery from 10% to 6% resulting in lower input costs for food manufacturers. Customs duty was reduced on certain industrial grade crude oils for the manufacture of soap chemicals, thereby lowering their input costs. The 2014 fiscal budget had an impact on consumers as well. The increase in tax exemption limits for regular citizens (from Rs. 200,000 to Rs. 250,000) and senior citizens (from Rs. 250,000 to Rs. 300,000) led to an increase in disposable income and therefore discretionary spending.

Food inflation has also been controlled to some extent. Wholesale price index inflation fell to a five-year low of 2.4% in September 2014 and continues to be subdued. Falling crude oil prices have also helped to rein in manufacturing cost and therefore inflation. These factors seem to be contributing to the overall positive economic outlook. The World Bank in its South Asia Economic Focus report has projected India’s GDP growth rate to increase to 8% by 2017.

There is a lot of scope for growth in the FMCG sector with increase in penetration of brands and also with rising per capita income, which is projected to expand at a CAGR of 7.4 per cent over the period 2013-19, the FMCG sector is expected to witness accelerated growth in times to come.

ZYDUS WELLNESS LTD. – A NICHE PLAYER IN CONSUMER HEALTH

Zydus Wellness is a niche and significant player in this growing market with its portfolio of brands viz. Sugar Free, Everyuth and Nutralite. These brands have been contributing to and participating in growing health and wellness market in India. The Company’s key brands namely, SugarFree, EverYuth Scrub, EverYuth Peel Off and Nutralite have maintained leadership positions in their respective categories during the year 2014-15.

SUGAR FREE – INDIA’S LARGEST SELLING LOW CALORIE SWEETENER

Sugar Free continues its leadership in the sugar substitute market with a market share of 92.5%. Both variants of Sugar Free, viz. Sugar Free Gold and Sugar Free Natura continue to lead their respective segments.

The sugar substitute category is still a niche category adopted by health seekers and diabetics. While the category penetration is still low, it has been growing steadily over the last few years. Increasing awareness and trial amongst health conscious individuals and diabetics offers significant potential for growth of the brand.

Sugar Free, through its Gold variant, has for the first time directly targeted sugar consumption by creating awareness about the fact that sugar creeps in into one’s daily consumption almost unnoticed. The Natura range, endorsed by Celebrity Chef Mr. Sanjeev Kapoor, continues to build awareness about its culinary usage. During the year, the Company introduced Stevia, a new variant of Sugar Free in limited markets.

Sugar Free also continues to support “Donate your Calories” initiative in partnership with Akshaya Patra.

EVERYUTH – DISCOVER NATURALLY BEAUTIFUL SKIN!

In 2014, the skin cleansing category continued with a slower growth rate, putting pressure on the Everyuth franchise. Everyuth maintained its leadership position in the Mask and Scrub segments by driving integrated campaigns across multiple mediums. To drive penetration of Scrub category, the Company launched “Everyuth Advanced Hydro Active Walnut Apricot Scrub” that won ‘Product of the Year-2015’ award in the Scrub category. The winning product was selected on the basis of an independent survey conducted by Nielsen amongst 7,000 consumers across India. It was the first scrub in India with a revolutionary Hydrogel technology. Hence, unlike ordinary scrubs which leave the skin dry, Everyuth Naturals Advanced Scrub gives the skin superior moisturization for up to 8 hours.

Everyuth continues to face stiff competition in the highly competitive Face Wash category. In keeping with its tradition of launching innovative products and formats, the Company launched a “Sachet pack of EverYuth Tulsi Turmeric face wash”, which is a first in India and is intended to provide convenience and better access to the consumer. The range and sachet innovation also won ‘Product of the Year-2015’ award in the Face Wash category. The Company also launched “Everyuth Advanced Refreshing Face Wash”, which has a unique combination of lemon and green apple extracts along with Nano Vita-C that gives naturally clear, bright and refreshed skin with every wash.

NUTRALITE – ‘HEALTHIER CHOICE’

Though the overall margarine category declined by 3.5% during the year, Nutralite has gained market share by approximately 330 basis points and maintained its leadership position with a market share of 37.6%. The Company strengthened its margarine product portfolio by introducing Nutralite with Omega 3 benefits. This has further helped build equity of Nutralite amongst health conscious consumers. Nutralite continues to drive category penetration through its consumer engagement programmes.

NEW “GO-TO-MARKET” STRATEGY

The Company has completed a major revamp of its entire distribution model. This system was new to the Company and hence took some time to settle down.

CONTINGENT LIABILITIES:

(Rs. in Million)

Particulars	31.03.2015	31.03.2014
Claims against the company not acknowledged as debt.	2.000	2.000
In respect of guarantees given by Banks and/ or counter guarantees given by the Company	0.300	0.200
Other Money for which the company is contingently liable:
In respect of Sales Tax matters pending before appellate authorities	7.700	8.800
In respect of Income Tax matters pending before appellate authorities	19.400	19.300
Commitments:
Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of Advances]	2.800	2.300

NOTE:

· 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

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.66.40
UK Pound	1	Rs.101.19
Euro	1	Rs.73.89

INFORMATION DETAILS

Information Gathered by :	GYT
Analysis Done by :	KAR
Report Prepared by :	NKT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	9
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILITY	1~10	9
--LIQUIDITY	1~10	9
--LEVERAGE	1~10	8
--RESERVES	1~10	9
--CREDIT LINES	1~10	9
--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		78

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.