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Auditor Report of Pfizer Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Pfizer Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub- section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of theAct, read with Rule 7 ofthe Companies (Accounts) Rules, 2014.

(e) On the basis ofthe written representations received from the directors as on 31 March, 2015 taken on record by the Board of Directors, none ofthe directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of Section 154 (2) of theAct.

(f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 29 and 30 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company durinq the year ended 31 March, 2015.

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Certain fixed assets were verified during this year as per this program. No material discrepancies were noticed on such verification.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) The procedures for the physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3 (iii) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialized requirements and similarly certain services are rendered and purchased for the specialized requirements of the buyers and the Company respectively and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no major weaknesses in internal controls.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination ofthe records.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income tax, Sales tax, Value added tax, Wealth tax, Service tax, duty of Customs, duty of Excise, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' state insurance, Income tax, Sales tax, Value added tax, Service tax, Wealth tax, duty of Customs, duty of Excise, Cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues set out in Appendix I in respect of Income tax, Sales tax, Service tax, duty of Customs, Value added tax and duty of Excise have not been deposited by the Company with the appropriate authorities on account of disputes.

(c) The Company has transferred amounts required to be transferred to the Investor Education and Protection Fund within the prescribed time.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - 31 MARCH 2015 (CONTINUED)

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial yearand in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks orfinancial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

ForB S R & Co. LLP CharteredAccountants Firm''s Registration No: 101248W/W-100022

Sadashiv Shetty Mumbai Partner 5May2015 MembershipNo:048648


Mar 31, 2014

We have audited the accompanying financial statements of Pfizer Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss, Cash Flow Statements for year ended 31 March 2014 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

ii. in case of the Statement of Profit and Loss, of the profit for the year ended 31 March 2014; and

iii. in case of the Cash Flow Statement, of the cash flows for the year ended 31 March 2014.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, we report that:

a. we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of profit and loss and Cash flow statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance sheet, Statement of profit and loss and Cash flow statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - 31 MARCH 2014 (Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Certain fixed assets were verified during this year as per this program. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory, except stock lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For all stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) The procedures for the physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been dealt with in the books of account.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraph 4(iii) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases and sales of certain items of inventories are for the Company''s and buyers'' specialized requirements respectively and similarly certain services are rendered and purchased for the specialized requirements of the buyers and the Company respectively and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts or arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Investor Education and Protection fund, Employees'' state insurance, Income tax, Sales tax, Value added tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Investor Education and Protection fund, Employees'' state insurance, Income tax, Sales tax, Value added tax, Service tax, Wealth tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable other than professional tax amounting to Rs. 661,818.

(b) According to the information and explanations given to us, the dues set out in Appendix I in respect of Income- tax, Sales tax, Service tax, Customs duty and Excise duty have not been deposited by the Company with the appropriate authorities on account of disputes.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii) As stated in paragraph (iii) above, there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no material fraud by or on the Company has been noticed or reported during the year.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - 31 MARCH 2014 (CONTINUED)

Appendix 1 as referred to in paragraph ix (b) of Annexure to the Independent Auditors'' Report

Name of the Statute Forum where dispute is Period to which the pending amount relates

Value Added Tax Superintendent of Taxes 2003 to 04, 2004 to Act and CST Rules 05 and 2005 to 06

Deputy Commissioner 2006 to 2010 (CT) Secunderabad

Appellate Deputy Commissioner 2007 to 2010

Appellate Authority 2006 to 2010

Bihar tax tribunal 1995 to 1996

Deputy Commissioner Appeal 1999 to 2001

Joint Commissioner (appeals) 2009 to 2013

Joint commissioner of sales tax 2001 to 2003

Tribunal Sales tax Patna 1994 to 1996

Joint Commissioner 2006 to 2011

Appellate commissioner 2009 to 2011

Second Appellate Authority 2008 to 2009

Appeal 2013 to 2014

Joint Commissioner, 2007 to 2011 Corporate Circle

Mobile squad - Gaziabad 2009 to 2010

Supreme Court 1992 to 1993

Tax authority 2004 to 2011

Tribunal 2006 to 2007

Assistant Commissioner of 1986 to 1987 sales tax (appeals)

Deputy Commissioner appeal 2001 to 2002

State and Central Deputy Commissioner 1983-2005 Appeals

Sales Tax Act Additional 1993-1999 Commissioner-IV

Appellate Authority 2008-2010

Tax Authority 2001-2011

Tribunal 2002-2003

Tribunal - Sales Tax U.P. 1996-1997

The Central Excise Customs, Excise, Service 1990-2006 Act, 1944 Tax Appellate Tribunal Supreme Court 1998

Customs, Excise, Service 1985-2006 Tax Appellate Tribunal

Bombay High Court 2004-2005 Comissioner of Appeals 2005-2006

Customs Act, 1962 Comissioner of Appeals 1995

Supreme Court 1996-1997

The Central Excise Bombay High Court 1997-2001 Act, 1944 (Service Tax)

The Income tax Act, Commissioner of Income 2004-2011 1961 tax Appeals

Commissioner of Income 2004 - 2013 tax Appeals

ITAT 1994-1995 and 1999- 2000 and 2002-2003 and 2007-2010

Name of the Statute Nature of dues Amount

Value Added Tax Tax 14.70 Act and CST Rules

Tax 62.99

Tax 27.56

Tax and penalty 19.54

Tax 2.03

Tax 6.02

Tax and penalty 246.84

Tax 48.74

Tax 2.51

Tax interest and penalty 269.35

Tax 26.10

Tax and penalty 0.30

Tax 18.25

Tax 1289.60

Tax 26.96

Tax 10.27

Tax 266.77

Tax 10.39

Tax 1.92

Tax 3.36

State and Central Tax and interest 6119.74

Sales Tax Act Tax 37.56 Tax and interest 18.70

Tax interest and penalty 116.09

Tax 3.57



The Central Excise Duty and penalty on 433.96 Act, 1944 classification/ valuation and ther disputes

Duty and penalty 14.55

Duty and penalty 563.23

Duty and penalty 2.24

Duty and penalty 2.49

Customs Act, 1962 Duty and penalty on 1.06 imports and other disputes

Duty and penalty on 36.92 imports and other disputes

The Central Excise Duty and penalty 193.11 Act, 1944 (Service Tax)

The Income tax Act, Tax and interest 5413.24 1961

Non deduction/ short 6676.81 deduction

Tax and interest 12732.64 For B S R &Co. LLP Chartered Accountants Firm''s Registration No: 101248W

Sadashiv Shetty Place: Mumbai Partner Date: 2 May 2014 Membership No: 048648


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Pfizer Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2013, the Statement of profit and loss and Cash flow statement for the year ended 31 March 2013, and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Independent Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in case of the Balance sheet, of the state of affairs of the Company as at 31 March 2013;

ii. in case of the Statement of profit and loss, of the profit for the year ended 31 March 2013; and

iii in case of the Cash flow statement, of the cash flows for the year ended 31 March 2013.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, we report that:

a. we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance sheet, Statement of profit and loss and Cash flow statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance sheet, Statement of profit and loss and Cash flow statement comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act;

e. on the basis of written representations received from the directors, as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Auditors'' Report - 31 March 2013

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, no fixed assets were physically verified by the management during the current year. No material discrepancies were noticed in earlier years on such verification.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory, except stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. All stocks lying with third parties at the year-end have been confirmed.

(b) The procedures for the physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been dealt with in the books of account.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 (the ''Act''). Accordingly, paragraph 4(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialised requirements and similarly certain services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts or arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Value added tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees'' State Insurance.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Investor Education and Protection fund, Income tax, Service tax, Wealth tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable other than Sales tax and Value added tax as given below.

Name of statute Nature of dues Amount Period to which the Due Date Date of (INR) amount relates Payment

Maharashtra VAT 36,72,149 FY 2012-13 Various Not yet VAT Act (April - Nov 2012) paid

(b) According to the information and explanations given to us, the dues set out in Appendix 1 in respect of Income-tax, Sales tax, Service tax, Customs duty and Excise duty have not been deposited by the Company with the appropriate authorities on account of disputes.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long- term investment.

(xviii)As stated in paragraph (iii) above, there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the course of the audit.

For B S R & Co.

Chartered Accountants

Firm''s Registration No: 101248W

Sanjay Aggarwal

Place: Mumbai Partner

Date: 14 May 2013 Membership No: 40780


Mar 31, 2012

We have audited the attached balance sheet of Pfizer Limited ('the Company') as at 31 March 2012 and also the related statement of profit and loss and cash flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 ('the Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, ('the Act') we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

e) on the basis of written representations received from directors of the Company as at 31 March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and

f) in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2012;

ii) in the case of the statement of profit and loss, of the profit of the Company for the year ended on that date; and

iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.In accordance with this program, certain fixed assets were physically verified by the management during the current year. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. Stocks lying with third parties at the year-end have been confirmed.

(b) The procedures for the physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory.The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been dealt with in the books of account.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register required to be maintained under Section 301 of the Act. Accordingly, paragraph 4(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases and sales of certain items of inventories are for the Company's and buyers' specialised requirements respectively and similarly certain services rendered are for the specialised requirements of the buyers and the Company respectively and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register required to be maintained under Section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.We have not, however, made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Value added tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Service tax, Wealth tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable except for Service tax in two instances as mentioned below.

Name of statue Nature of service Amount Period to Due date Date of payment (Rs lakhs) which it relates

Service Tax Service income 5.07 Apr-11 5-May-11 18-May-12

0.12 May-11 5-Jun-11 18-May-12

(b) According to the information and explanations given to us, the dues set out in Appendix 1 in respect of Income-tax, Sales tax, Service tax, Customs duty and Excise duty have not been deposited by the Company with the appropriate authorities on account of disputes.

(x) The Company does not have any accumulated losses as at 31 March 2012 and has not incurred cash losses in the current financial year and in the immediately preceding financial period.

(xi) The Company did not have any outstanding dues to any financial institution, banks, or debentureholders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) In our opinion and According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii)As stated in paragraph (iii) above, there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the year.

For B S R & Co.

Chartered Accountants

Firm's Registration No: 101248W

Sanjay Aggarwal

Partner

Membership No: 40780

Mumbai, 21 May 2012


Mar 31, 2011

We have audited the attached balance sheet of Pfizer Limited (the Company) as at 31 March 2011 and also the related profit and loss account and cash flow statement of the Company for the sixteen months period ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, (the Act) we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the balance sheet, the profit and loss account and the cash flow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the balance sheet, the profit and loss account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

e) on the basis of written representations received from directors of the Company as at 31 March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and

f) in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2011;

ii) in the case of the profit and loss account, of the profit of the Company for the sixteen months period ended on that date; and

iii) in the case of the cash flow statement, of the cash flows of the Company for the sixteen months period ended on that date.

Annexure to the Auditors Report 31 March 2011 (Referred to in our audit report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were physically verified by the management during the period. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the period were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory, except stocks lying with third parties, has been physically verified by the management during the period. In our opinion, the frequency of such verification is reasonable. All stocks lying with third parties at the period- end have been confirmed.

(b) The procedures for the physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been dealt with in the books of account.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register required to be maintained under Section 301 of the Act. Accordingly, paragraph 4(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases and sales of certain items of inventories are for the Companys and buyers specialised requirements respectively and similarly certain services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the

sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register required to be maintained under Section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Value added tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues have been generally regularly deposited with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance.

There were no dues on account of Cess under Section 441A of the Act since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Service tax, Wealth tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues set out in Appendix 1 in respect of Income-tax, Sales tax, Service tax, Customs duty and Excise duty have not been deposited by the Company with the appropriate authorities on account of disputes.

(x) The Company does not have any accumulated losses as at 31 March 2011 and has not incurred cash losses in the current financial period and in the immediately preceding financial year.

(xi) The Company did not have any outstanding dues to any financial institution, banks, or debentureholders during the period.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loans outstanding during the period.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii)As stated in paragraph (iii) above, there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the period

(xx) The Company has not raised any money by public issues during the period.

(xxi) According to the information and explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the course of the audit.

Appendix 1 as referred to in paragraph ix(b) of Annexure to the Auditors report

Name of the Statute Nature of Dues Amount Amounts (Rs. in lakhs) paid under protest (Rs. in lakhs)

The Central Excise Duty and penalty on 68.54 - Act, 1944 classification/ valuation 76.09 - and other disputes 22.32 -

22.32 -

40.49 1.00

14.49 -

75.00 - 36.83 -

90.97 -

3.17 -

6.06 -

The Central Excise Duty and penalty 14.55 - 1944

The Central Excise Duty and penalty 12.62 - Act, 1944 484.40 -

142.42 -

The Central Excise Duty and penalty 3.66 - Act, 1944 8.70 -

Customs Act, 1962 Duty and penalty 41.92 5.00 on imports and other disputes

Customs Act, 1962 Duty and penalty 1.06 - on imports and 0.96 - other disputes 10.19 -

8.16 -

0.56 -

The Central Excise Duty and penalty 193.11 - Act, 1944 (Service tax)

The Income Tax Tax and penalty on 3.28 - Act, 1961 expenditure disallowed 50.41 -

36.28 -

1,045.61 -

4,424.81 -

480.75 -

569.92 -

564.70 -

8,266.74 -

824.65 -

725.11 -

729.60 -

The Income Tax Tax and penalty on 15.01 - Act, 1961 expenditure disallowed 15.02 -

6.39 -

1.09 -

0.28 -

State and Central Tax interest and penalty 10.27 - Court Sales Tax Acts for non submission of 0.56 - forms and other 6.54 - disallowances 1.31 -

1.17 -

0.60 - 1.81 -

0.30 -

0.85 -

7.61 -

0.45 -

0.55 -

41.12 -

87.41 -

125.50 -

20.16 -

24.70 -

4.56 -

2.97 -

7.87 -

3.32 0.81

1.64 -

8.80 -

3.57 -

1.46 -

54.76 36.08

14.31 -

1.54 -

1.92 -

3.70 -

2.98 -

1.88 -

3.30 -

11.85 -

79.17 70.00

15.54 -

29.71 -

20.39 -

3.12 -

8.61 -

7.15 -

15.83 -

9.01 -

Name of the Statute Period to Forum where which the dispute is pending amount relates

The Central Excise 1996-2003 Customs, Excise, Act, 1944 1998-2000 Service tax 1998-2003 Appellate Tribunal 1998-2003 1998-2001 1999-2000 1999-2003 2001-2003 2002-2003 2005-2006 1990-1992

The Central Excise 1998 Supreme Court Act, 1944

The Central Excise 1985-1988 Customs, Excise, Act, 1944 2005-2006 Service tax 2005-2006 Appellate Tribunal

The Central Excise 2005-06 Commissioner of Act, 1944 2005-2007 Appeals

Customs Act, 1962 1996-1997 Supreme Court

Customs Act, 1962 1995 Commissioner of 1991 Customs (Appeals) 2001 2001 2001

The Central Excise 1997-2001 Bombay High Court Act, 1944 (Service tax)

The Income Tax 1994-1995 Income Tax Appelate Act, 1961 1999-2000 Tribunal 2002-2003 Commissioner of 2003-2004 Appeals 2005-2006 2007-2008 2004-2005 2005-2006 2006-2007 2006-2007 2008-2009 2009-2010

The Income Tax 2004-2005 Income Tax Appelate Act, 1961 2005-2006 Tribunal 2006-2007 Commissioner of 2007-2008 Appeals 2008-2009

State and Central 1992-1993 Supreme Court Sales Tax Acts 1983-1984 Deputy Commissioner 1985-1986 (Appeal) 1986-1987 1993-1994 2006-2007 Deputy Commissioner 2007-2008 (Appeal) 2008-2009 2006-2007 1994-1995 Deputy Commissioner 1995-1996 (Appeal) 1996-1997 1999-2000 2000-2001 2001-2002 2002-2003 2003-2004 1993-1994 Additional 1994-1995 Commissioner 1995-1996 1996-1997 1997-1998 1998-1999 1994-1996 Appellate Tribunal 1996-1997 1998-1999 2002-2003 1993-1994 1998-1999 Deputy Commissioner (Appeal) 2001-2002 Joint Commissioner 2002-2003 1998-1999 Assistant Commissioner of sales tax (Appeals) 1986-1987 2006-2007 Deputy-commissioner Appeal 2006-2007 2007-2008 Joint Commissioner 2007-2008 2005-2006 Assistant Commissioner 2008-2009 2009-2010 2007-2008 Joint Commissioner, Corporate circle, Lucknow 2009-2010 2009-2010 2006-2007 Appellate Authority, Hyderabad 2009-2010 Joint Commissioner, Corporate Circle, Lucknow 2009-2010 2009-2010 2010-2011 2009-2010



For B S R & Co. Chartered Accountants Firms Registration No: 101248W

Sanjay Aggarwal Partner Membership No: 40780

Mumbai, 3 May 2011

 
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