Carnation Nutra Analogue Foods Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 17, 2008, has transacted the following: 1. Decided "in principle" to consolidate / restructure the Consumer Products Division of Cadila Healthcare Ltd (Cadila) (holding Company) with the business of the Company, subject to the consent of Cadila. 2. Authorised an independent director of the Company to appoint advisors / consultants / Chartered Accountants to finalise structure of scheme including valuation to determine the share exchange ratio in relation to the proposed restructuring, upon receiving consent from Cadila. Cadila Healthcare Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 17, 2008, had taken in-principle decision to transfer Cadila's Consumer Products Division ("CPD") into Carnation Nutra Analogue Foods Ltd ("Carnation"), 61.56% subsidiary of the Cadila. While the Board of Cadila has in-principle agreed to the above restructuring, it had requested the promoters of Cadila to consider restructuring of their shareholding in Cadila and take appropriate steps so as to ensure that Carnation continues to remain listed subsidiary of Cadila. Considering the request of the Board, the overall interest of Cadila and its shareholders at large and to facilitate Cadila retain its control over Carnation and ensure that Carnation remains a subsidiary of Cadila after restructuring of the consumer health business as aforesaid, the Promoters of Cadila have agreed - to be part of the scheme for transfer of Cadila's CPD Into Carnation which may be finalized and approved by the Board of Cadila and - to facilitate the above, transfer 90,000,000 shares out of the existing holding of 90,442,850 equity shares of the promoters in Cadila to Zydus Hospitals and Medical Research Pvt Ltd, which is also owned by Zydus Family Trust, subject to the applicable regulations and compliances of the SEBI (SAST) Regulations, 1997 and any other relevant provisions of the law. (As per BSE Announcement Website dated on 19/06/2008) Carnation Nutra Analogue Foods Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 04, 2008, has approved the Composite Scheme of Arrangement for demerger of the Consumer Products Division of Cadila Healthcare Ltd (Cadila), (holding Company) into the Company and merger of Zydus Hospitals and Medical Research Pvt Ltd ("Zydus Hospitals") into Cadila and the share entitlement ratio. This Scheme will be, subject to requisite consent, approval of the shareholders of all three Companies, the Hon'ble High Court of Gujarat, respective Stock Exchange and other regulatory authorities. Press Release: Board of Directors of Cadial Healthcare Ltd (Cadila Healthcare) and Carnation Nutra Analogue Foods Ltd (Carnation) at their meetings held on July 04, 2008 have approved the modalities of the composite scheme of arrangement for restructuring of the Consumer Products Division of Cadila Healthcare. The Boards have approved the demerger of the Consumer Products Division of Cadila Healthcare into Carnation, which is a subsidiary of Cadila Healthcare and the merger of Zydus Hospital and Medical Research Pvt Ltd (ZHMRPI.) with Cadila Healthcare. This is in order to ensure that Carnation continues to remain listed and a subsidiary of Cadila Healthcare, to retail control over Carnation. As consideration, Carnation shall allot to the shareholders of Cadila Healthcare 4 fully paid_up equity shares of Rs 10 (ten) each for every 15 equity shares of Rs 5 (five) each held Cadila Healthcare. The shares of Carnation will remain listed on the Bombay Stock Exchange. By virtue of this, the shareholders of Cadila Healthcare will continue to participate individually as well as collectively in the growth of the Consumer Product Business. The shareholders 0f Carnation will gain due to the increase in size of operations did benefits ii scale, besides synergic benefits, both in marketing through media and an enriched and efficient distribution on network. The grouping of same line of businesses into a single entity will greatly optimize the strengths of the Company's consumer business, which can now be more effectively leveraged. This restructuring would also facilitate better alignment of assets with priorities to accelerate the consumer business. The process is slated to be completed by early 2009. Elaborating on the decision to hive off its Consumer Products Business into Carnation. Chairman and Managing Director, Mr. Pankaj R Patel said, "It made strategic business sense to create synergies for similar businesses and strengthen long term business prospects for the group's consumer products business. We believe that there is a tremendous potential to grow this business and we would be better placed to unlock value through a concerted effort under a single banner. By doing this, we also create long term value for the shareholders of both companies, which has always been our endeavor." The Consumer Products Division, which posted sales of Rs 979 mio. in 2007-08, markets wellness products, which include India's leading sugar substitute _ 'Sugar Free', derma care and specialized skin care products under the brand name 'Everyuth'. A pioneering entrant in the sweetener market, Sugar Free was first introduced in 1988. Over the years, the Company has extended the Sugar Free brand umbrella to make successful forays in health beverages and also to launch the succralose variant Sugar Free Natura. Carnation manufactures and markets Nutralite _ India leading table spread as a healthier alternative to butter. Carnation, which was acquired by Cadila Healthcare in 2006, recorded the turnover Of Rs 563 mio. in 2007-08. The salient features of the proposed composite scheme are inter alia as under: - All assets arid liabilities of the Consumer Products Division of Cadila Healthcare shall become the assets and liabilities of Carnation w.e.f. the Demerger Appointed Date of April 01, 2008 and as consideration, Carnation shall allot 4 (four) fully pad_up equity shares of Rs 10 (ten) each for every 15 (fifteen) equity shares of Rs 5 (five) each held in Cadila to the shareholders of Cadila Healthcare. - All assets and liabilities of ZHMRPL shall become the assets and liabilities of the Cadila, w.e.f. the Amalgamation Appointed Date of July 01, 2008. 9,00,00,000 equity shares held by ZUMRPL into Cadila Healthcare would get cancelled and as consideration. Cadila Healthcare shall allot 10,08,85,305 fully paid_up equity shares of Rs 5 (five) each to the shareholders of ZHMRPL. - The Scheme is subject to the requisite consent, approval of the shareholders of all the three companies, the Hon'ble High Court of Gujarat, respective Stock Exchanges and other regulatory authorities. The Board of Directors have approved the above restructuring after considering the recommendation of KPMG India Pvt Ltd. The share entitlement / exchange ratios have been determined based on the recommendation of independent valuers Viz. SSPA & Co, Chartered Accountant, and Grant Thornton, while M/s Singhi and Co. is acting as the legal advisors." (As Per BSE Announcement Website Dated on 04/07/2008) Cadila Healthcare Ltd has informed BSE that the meeting of the Equity Shareholders and Unsecured Creditors of the Company as directed by the Hon'ble High Court of Gujarat at Ahmedabad was held on September 18, 2008. Mr. Mukesh M Patel, Chairman appointed for the meeting conducted the meeting as directed in the Minutes of Order of the Gujarat High Court dated August 13, 2008. The Composite Scheme of Arrangement between Carnation Nutra-Analogue Foods Ltd and Cadila Healthcare Ltd and Zydus Hospitals and Medical Research Pvt Ltd and their respective shareholders and creditors ("Composite Scheme") was approved by the requisite majority of the Equity Shareholders and by unanimous consent of Unsecured Creditors present and voting either in person or by proxy or as authorized representatives. The said Composite Scheme shall now be presented for approval and consideration of the Hon'ble High Court of Gujarat at Ahmedabad. (As per BSE Announcement dated on 23/09/2008) Cadila Healthcare Limited has informed the Exchange that the Hon'ble High Court of Gujarat at Ahmedabad has at the hearing held on October 23, 2008, approved the Composite Scheme of Arrangement between Carnation Nutra-Analogue Foods Limited ("Carnation") and Cadila Healthcare Limited ("Cadila") and Zydus Hospitals and Medical Research Private Limited ("ZHMRPL") and their respective shareholders and creditors ('Composite Scheme') for the transfer of the Consumer Products Division of Cadila into Carnation and amalgamation of ZHMRPL with Cadila. (As per NSE Bulletin dated on 01/12/2008) Cadila Healthcare Ltd has informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad has at the hearing held on October 23, 2008, approved the Composite Scheme of Arrangement between Carnation Nutra-Analogue Foods Ltd ("Carnation") and Cadila Healthcare Ltd ("Cadila") and Zydus Hospitals and Medical Research Pvt. Ltd ("ZHMRPL") and their respective shareholders and creditors ("Composite Scheme") for the transfer of the Consumer Products Division of Cadila into Carnation and amalgamation of ZHMRPL with Cadila. The certified copy of the High Court Order was received by the Company on November 26, 2008. (As Per BSE Announcement Website dated on 03.12.2008) SUB. :- Scheme of Arrangement of Cadila Healthcare Ltd. (Scrip Code 532321) Trading members of the Exchange are hereby informed that, Cadila Healthcare Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. COMPANY NAME : Cadila Healthcare Ltd CODE : 532321 & 632321 RECORD DATE : 05/01/2009 PURPOSE : Scheme of Arrangement: - Demerger of Consumer Products Division of Cadila Healthcare Ltd. into Carnation Nutra-Analogue Foods India Ltd. Upon coming into effect of the Scheme and in consideration of the Demerger, Carnation Nutra-Analogue Foods India Ltd. will issue and allot in the ratio of 4 (FOUR) Equity Shares of Rs.10/- each credited as fully paid up of Carnation Nutra-Analogue Foods India Ltd. for every 15 (FIFTEEN) Equity Shares of Rs.5/- each held in Cadila Healthcare Ltd. EX-ENTITLEMENT DATE : 29/12/2008 DR-184/2008- 2009 The scrip will be No Delivery from 29/12/2008 (DR-184/2008-2009) to 02/01/2009 (DR-188/2008-2009). (As per BSE Notice dated on 11/12/2008) With reference to earlier annoucement dated December 03, 2008 regarding the Hon'ble High Court of Gujarat at Ahmedabad has at the hearing held on October 23, 2008, approved the Composite Scheme of Arrangement between Carnation Nutra-Analogue Foods Ltd ("Carnation") and Cadila Healthcare Ltd ("Cadila") and Zydus Hospitals and Medical Research Pvt Ltd ("ZHMRPL") and their respective shareholders and creditors ("Composite Scheme") for the transfer of the Consumer Products Division of Cadila into Carnation, Carnation Nutra Analogue Foods Ltd has now informed BSE that pursuant to clause 11 of the Composite Scheme, the Authorized Share Capital of the Company shall be automatically increased from Rs 6,00,00,000/- (Rupees Six Crores Only) to Rs 45,00,00,000/- (Rupees Forty Five Crores Only). (As Per BSE Announcement Website dated on 23.12.2008) Carnation Nutra Analogue Foods Ltd has informed BSE that as per the Composite Scheme of Arrangement approved by the Hon'ble High Court of Gujarat at Ahmedabad, the Board of the Directors of the Company at their meeting held on January 17, 2009 have allotted 3,34,96,989 Equity Shares of Rs 10/- each fully paid-up ("New Equity Shares") to the shareholders of Cadila Healthcare Ltd, whose names appeared in the Register of Members as on the Demerger Record Date i.e. January 05, 2009 in the ratio of 4 (Four) Equity Shares of Rs 10/- each fully paid-up of the Company for every 15 (Fifteen) Equity Shares of Rs 5/- each held by the member in Cadila Healthcare Ltd,. Further the Company has noted that, the New Equity Shares shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects with and carry the same rights as the existing equity shares of the Company as mentioned in the Composite Scheme of Arrangement. (As Per BSE Announcement Website dated on 19.01.2009) Trading members of the Exchange are hereby informed that the under mentioned new securities of Zydus Wellness Limited (formerly known as Carnation Nutra û Analogue Foods Multimedia Limited) (Scrip Code: 531335, ISIN No. INE768C01010) are listed and permitted for trading on the Exchange with effect from Friday, February 20, 2009. Securities 3,34,96,989 * Equity Shares of Rs.10/- each issued to the shareholders of erstwhile Cadila Healthcare Limited (CHL) pursuant to the scheme of Arrangement of the Company. Dist. Nos. 5575101 to 39072089 *These shares are ranking pari-passu with the existing equity shares of the company. 2. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Ahmedabad vide its Order dated October 23, 2008 respectively. b) Appointed Date: April 01, 2008. c) Effective Date: November 30, 2008. d) Date of Allotment: January 17, 2009. e) Exchange Ratio: 4 equity shares of Rs.10/- each of the company for every 15 equity shares of Rs.5/- each held in CHL. 3. As per Exchange Notice No. 20081211-27 dated December 11, 2008 CHL has fixed "Record Date" as January 05, 2009 for giving effect to the Scheme and accordingly trading in the equity shares of the said transferor company was stopped w.e.f December 29, 2008. (As Per BSE Notice Dated on 19.02.2009)