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Auditor Report of Pfizer Ltd.

Mar 31, 2023

To the Members of Pfizer Limited

Report on the Audit of the Financial Statements

OPINION

We have audited the financial statements of Pfizer Limited (the "Company") which comprise the balance sheet as at 31 March 2023, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("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 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FoR oPINioN

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.

Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

KEY AuDiT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

See notes 3(a) and 25 to financial statements

The key audit matter How the matter was addressed in our audit

Revenue from the sale of products is recognized at a in view of the significance of the matter we applied the point in time when control over goods is transferred following audit procedures in this area, among others to to a customer. The actual point in time when revenue obtain sufficient appropriate audit evidence:

is recognised varies depending on the specific terms

and conditions of the sales contracts entered into with â¢ ^{Assessing the appropriateness of the policies in}

customers. There is a risk of revenue being overstated as ^{of revenue recogn}''^{tion by comparing with applicable}

management, to achieve its performance targets, may ^{accounting stan ar s},

recognize revenue on sale of products though control â¢ Testing the design, implementation and operating

^{may not have transferred to the customer}. effectiveness of the Company''s internal controls including

Accordingly, we identified recognition of revenue as a ^general ^ ^{controls and key} ,^{IT application con}t^{rols over}

_{key audit matter.} ^{timely and accurate recognition of revenue in the correct}

period,

â¢ On selected statistical samples of transactions, testing the underlying documents, which include testing contractual terms of sale contracts/ invoices, shipping documents and lead time/ proof of delivery to test evidence for transfer of control,

â¢ Assessing the reasonability of lead time determined by management to recognise revenue transactions near the year end,

â¢ Testing any unusual non-standard manual journal entries impacting revenue recognised during the year.

See Note 3(i) and 41(b) to financial statements
The key audit matter	How the matter was addressed in our audit
As at 31 March 2023, the Company has pending litigation with sales tax authorities for several financial years which are at various stages and pending at different forums. These litigations are pertaining to non-submission of documentary evidence at the time of assessment, litigations involving question of law and certain disallowance made by authorities in assessment orders.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence : â¢ Understanding the process followed by the Company for assessment and determination of the amount of provisions and contingent liabilities; â¢ Evaluating the design and implementation and testing
The amounts involved are significant and the application of accounting principles of IND AS 37 Provisions, Contingent Liabilities and Contingent Assets, to determine whether a recognition of provision or a disclosure of contingent liability is required, is inherently subjective, and needs careful evaluation/ judgement	operating effectiveness of key internal controls (including review controls) around the recognition and measurement of provisions and re-assessment of contingent liabilities; â¢ Inquiring the status in respect of significant provisions and contingent liabilities with the Company''s inhouse team;
by the Company. Key judgements are made by the Company taking into consideration the related legal advice including those relating to interpretation of	â¢ Reading the correspondence between the Company and the various indirect tax authorities for significant matters;
laws/ regulations, in estimating the provisions and/	â¢ Challenging the Company''s estimate of the possible
or contingent liabilities related to aforementioned	outcome of the disputed cases based on applicable indirect
litigations.	tax laws by involving our specialists; and
Considering the degree of judgement, significance of	â¢ Assessing the adequacy of the Company''s disclosures in
the amounts involved, this matter has been identified as	respect of contingent liabilities and provision for indirect
a key audit matter. Ltigations under Drug (Prices Control) orders (DPCo) See note 3(i) and 41(a) to financial statements	tax matters.
The key audit matter	How the matter was addressed in our audit
The Company is engaged in manufacturing, marketing,	in view of the significance of the matter we applied the
trading and export of pharmaceutical products. DPCO	following audit procedures in this area, among others to
has issued various orders/ notification for fixing the	obtain sufficient appropriate audit evidence :
price of various pharma products. With respect to the sales of the pharmaceutical products covered by the aforementioned DPCO orders, in earlier years, the	â¢ Understanding the process followed by the Company for assessment and determination of the amount of provisions
Company has received demand notices for overcharging price. The Company has challenged these demands	and contingent liabilities relating to pending cases and demand notices under DPCO;
from DPCO and the cases are pending at various courts	â¢ Evaluating the design and implementation and testing
in India.	operating effectiveness of key internal controls (including
The amounts involved are significant and the application	review controls) around the recognition and measurement
of accounting principles of IND AS 37 Provisions, Contingent Liabilities and Contingent Assets, to determine whether a recognition of provision or a disclosure of contingent liability is required, is inherently	of provisions and re-assessment of contingent liabilities; â¢ Inquiring the status in respect of significant provisions and contingent liabilities with the Company''s inhouse team;
subjective, and needs careful evaluation/ judgement	â¢ Reading the correspondence between the Company and
by the Company. Key judgements are made by the	legal authorities and legal opinions, where applicable, for
Company taking into consideration the related legal	significant matters and rolled out confirmations to external
opinion including those relating to interpretation of	legal counsel;
laws/ regulations, in estimating the provisions and/	â¢ Challenging the Company''s estimate of the possible
or contingent liabilities related to aforementioned	outcome of the disputed cases based applicable legal
litigations.	precedence and legal opinions; and
Considering the degree of judgement, significance of	â¢ Assessing the adequacy of the Company''s disclosures
the amounts involved, this matter has been identified as	in respect of contingent liabilities and provision for legal
a key audit matter.	matters.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Company''s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Management''s and Board of Directors'' Responsibilities for the Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate 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.

In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

â¢ Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The financial statements of the Company for the year ended 31 March 2022 were audited by the predecessor auditor who had expressed an unmodified opinion on 20 May 2022.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. 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, except that the back-up of the books of account and other relevant books and papers in electronic mode has not been kept on servers physically located in India on a daily basis during 11 August 2022 till 22 February 2023.

c. The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 01 April 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f. The remarks relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A) (b) above.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. 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:

a. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its financial statements -Refer Note 41 to the financial statements.

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

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 45(vi) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded

in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 45(vii) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.

As stated in Note 43 to the financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP Chartered Accountants Firm''s Registration No.:101248W/W-100022

Sadashiv Shetty

Partner

Membership No.: 048648 ICAI uDIN:23048648BGWANF9239

Place: Mumbai Date: 15 May 2023

Mar 31, 2022

Report on the Audit of the Financial Statements

Opinion

1. We have audited the accompanying financial statements of Pfizer Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

1) Contingent liability for litigations under Value Added Tax (VAT) and Central Sales Tax (CST) [Refer Note 24 and 41(b) in the financial statements]

The Company has outstanding litigations pertaining to Sales tax/ Value added tax (VAT) for several assessment years which the Company has challenged at different forums. These litigations pertain to following two categories:

A. Litigation on account of non-submission of documentary evidence at the time of assessment such as Form F and Form C pending to be issued by concerned authorities. Total liability in this category is Rs. 555.82 crores, out of which Rs. 25.02 crores have been provided for and Rs. 76.73 crores have been disclosed as contingent liability in accordance with Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets, based on management''s assessment in consultation with professional advice from the external tax consultants.

Our audit procedures included but were not limited to the following:

â¢ We obtained an understanding of the management''s process for:

- identification of legal and tax matters initiated against the Company,

- assessment of accounting treatment for each such litigation identified under Ind AS 37 accounting principles, and for measurement of amounts involved.

â¢ We evaluated the design and tested the operating effectiveness of key controls around above process.

â¢ We obtained an understanding of the nature of litigations pending against the Company and discussed the key developments during the year for key litigations with the management and respective legal counsels handling such cases on behalf of the Company. We also tested the independence, objectivity and competence of such management experts involved.

Key audit matter	How our audit addressed the key audit matter
B. Litigation involving question of law and certain disallowance made by authorities in assessment orders that the Company has appealed against before the relevant appellate authorities. Total demand for such cases is ''105.61 crores, out of which ''8.97 crores have been provided for and ''6.06 crores have been disclosed as contingent liability in accordance with Ind AS 37, based on management''s assessment in consultation with professional advice from the external tax consultants. The eventual outcome of these legal proceedings is dependent on the outcome of future events and unexpected adverse outcomes could significantly impact the Company''s reported profits and balance sheet position. The amounts involved are material and the application of accounting principles as given under Ind AS 37, in order to determine the amount to be recorded as a liability or to be disclosed as a contingent liability, in each case, is inherently subjective, and needs careful evaluation and judgement to be applied by the management. Key judgments are also made by the	â¢ We focused on the developments in the existing litigations and new litigations, which could have materially impacted the amounts recorded as provisions or disclosed as contingent liability in the financial statements. We reviewed the demand notices, assessment orders and appeal orders for all such cases where there was any update since previous year audit and obtained grounds of appeal submitted by the management at various authorities in consultation with their external tax consultants. â¢ For litigations on account of non-submission of documentary evidence, we obtained management''s plan of action to obtain remaining forms/documentary evidences from VAT authorities in different states and actions taken by the management in this respect, and with the assistance of our Indirect tax team, validated the management''s assessment and plan of action as obtained above.
	â¢ We reviewed each external tax consultants'' response to ensure that the conclusions reached are supported by sufficient rationale according to the relevant laws and
	adequate information is included for the management to determine the appropriate accounting treatment of such cases in the financial statements.
management in estimating the amount of liabilities, provisions and/or contingent	â¢ We assessed the appropriateness of methods used, and the
liabilities related to aforementioned litigations.	reliability of underlying data for the underlying calculations made for quantifying the amounts involved. We also tested
Considering the degree of judgment, significance of the amounts involved, inherent	the arithmetical accuracy of such calculations.
high estimation uncertainty and reliance on external tax experts, this matter has been	â¢ We have evaluated the adequacy of disclosures made
identified as a key audit matter for the current year audit.	by the Company in the financial statements in view of the requirements as specified in the Indian Accounting Standards.
â¢ On a sample basis, we obtained and reviewed the
necessary evidence which includes correspondence	Based on the audit procedures performed, the judgements
with the external tax consultants, and where	made by the management appears to be reasonable
necessary, inspected minutes of case proceedings available in public domain, to support the decisions and rationale for creation of provisions and / or disclosure of contingent liabilities in respect of each such litigation selected for testing.	and disclosures made in respect of these litigations were appropriate in the context of the financial statements taken as a whole.

Key audit matter	How our audit addressed the key audit matter
(2) Contingent liability for DPCO Matters [Refer	Our audit procedures included but were not limited to the
Note 19 and 41(a) in the financial statements)	following:
The pharmaceutical industry is heavily regulated	â¢ We obtained an understanding of the management''s
which increases inherent litigation risk. The	process for updating the status of the legal case,
Company faces a number of legal and regulatory	assessment of accounting treatment in accordance with
cases, of which the most significant is a litigation	Ind AS 37, and for measurement of amounts involved.
under DPCO as disclosed in Note 19 and 41(a) to the financial statements. DPCO has issued various	â¢ We evaluated the design and tested the operating
orders/ notification for fixing the price of various pharma products.	effectiveness of key controls around above process.
With respect to the sales made by the Company	â¢ We inspected correspondence with the Company''s external
of the pharmaceutical products covered by the	legal counsel in order to corroborate our understanding
aforementioned DPCO orders, in earlier years as	of these matters, accompanied by discussions with both
well as the current year, the Company has received	internal and external legal counsels. We also tested
demand notices for overcharging price (charging	the independence, objectivity and competence of such
price over the price fixed by the DPCO for such	management experts involved and lawyers representing
products). The Company has challenged these demands form DPCO and the cases are pending at	these cases in the courts.
various High Courts in India.	â¢ We obtained direct confirmation from the external legal
various High Courts in India.	counsel handling DPCO litigation with respect to the legal
Total demand from above cases aggregates to	determination of the liability arising from such litigation,
Rs. 163.91 crore out of which the Company has provided Rs. 20.45 crore while Rs. 130.58 crore has been disclosed as contingent liability based on management''s assessment in accordance with	and assessment of resulting provision recognised and contingent liability disclosures in the financial statements in accordance with requirements of Ind AS 37.
professional legal advice from the dealing lawyers.	â¢ We also evaluated the response received from the legal
The amounts involved are material and the	counsel to ensure that the conclusions reached is supported
application of accounting principles as given under Ind AS 37, in order to determine the amount to	by sufficient legal rationale. â¢ We assessed the appropriateness of methods used, and the reliability of underlying data for the underlying calculations made for quantifying the amounts involved. We also tested
be recognised as a liability or to be disclosed as a contingent liability, is inherently subjective, and needs careful evaluation and judgement to be
applied by the management.	the arithmetical accuracy of such calculations.
Key judgments are also made by the management in	â¢ We evaluated the Company''s disclosures for adequate
estimating the amount of liabilities, provisions and/	disclosure regarding the significant litigations of the
or contingent liabilities related to aforementioned litigation.	Company.
We focused on this area as the eventual outcome	Based on the audit procedures performed, the judgements made by the management appears to be reasonable
is uncertain and unexpected adverse outcomes	and disclosures made in respect of these litigations were
could significantly impact the financial position,	appropriate in the context of the financial statements
and hence, considered this matter to be a key audit matter for the current year audit.	taken as a whole.

Information other than the Financial Statements and

Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit ofthe financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged

with Governance for the Financial Statements

7. The accompanying financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate 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.

8. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or,

if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying financial statements;

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 financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure B wherein we have expressed an unmodified opinion; and

g) 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 41(a), 41(b), 41(''c)(i)(a) and 41(''c)(i)(''c) to the financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2022;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2022;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2022;

iv. a. The management has represented that,

to the best of its knowledge and belief, as disclosed in note 46(vi) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any

manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 46(vii) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year ended 31 March 2022 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

and

As stated in note 44(a) to the accompanying financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2022 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For Walker Chandiok & Co LLP Chartered Accountants Firm''s Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662 uDIN: 22504662AJHuTY5266

Place: New Delhi Date: 20 May 2022

Mar 31, 2021

Independent Auditor''s Report

Pfizer Limited

Report on the Audit of the Financial Statements

Opinion

1. We have audited the accompanying financial statements of Pfizer Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2021, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

Key Audit Matters

5. we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
(1) Contingent liability for litigations under Value Added	Our audit procedures included but were not limited to the
Tax (VAT) and Central Sales Tax (CST) [Refer Note 23	following:
and 41 in the financial statements]	â¢ We obtained an understanding of the management''s
The Company has outstanding litigations pertaining to Sales tax/ Value added tax (VAT) for several assessment years which the Company has challenged at different forums. These litigations pertain to following two	process for: - identification of legal and tax matters initiated against the Company,
categories:	- assessment of accounting treatment for each
A. Litigation on account of non-submission of documentary evidence at the time of assessment such as Form F and Form C pending to be	such litigation identified under Ind AS 37 accounting principles, and for measurement of amounts involved.
issued by concerned authorities. Total liability	â¢ We evaluated the design and tested the operating
in this category is '' 415.82 crores, out of	effectiveness of key controls around above process.
which '' 5.56 crores have been provided for	â¢ We obtained an understanding of the nature of
and '' 40.87 crores have been disclosed as	litigations pending against the Company and
contingent liability in accordance with Ind AS 37	discussed the key developments during the year for
Provisions, Contingent Liabilities and Contingent	key litigations with the management and respective
Assets, based on management''s assessment in	legal counsels handling such cases on behalf of

Key audit matter	How our audit addressed the key audit matter
consultation with professional advice from the	the Company. We also tested the independence,
external tax consultants.	objectivity and competence of such management experts involved.
B. Litigation involving question of law and certain	â¢ On a sample basis, we obtained and reviewed the
disallowance made by authorities in assessment	necessary evidence which includes correspondence
orders that the Company has appealed against	with the external tax consultants, and where
before the relevant appellate authorities. Total	necessary, inspected minutes of case proceedings
demand for such cases is '' 143.45 crores, out of	available in public domain, to support the decisions
which '' 32.24 crores have been provided for and	and rationale for creation of provisions and / or
'' 24.61 crores have been disclosed as contingent	disclosure of contingent liabilities in respect of each
liability in accordance with Ind AS 37, based on management''s assessment in consultation	such litigation selected for testing.
with professional advice from the external tax	â¢ We focused on the developments in the existing
consultants.	litigations and new litigations, which could have materially impacted the amounts recorded as
The eventual outcome of these legal proceedings	provisions or disclosed as contingent liability in
is dependent on the outcome of future events and	the financial statements. We reviewed the demand
unexpected adverse outcomes could significantly	notices, assessment orders and appeal orders for
impact the Company''s reported profits and	all such cases where there was any update since
balance sheet position.	previous year audit and obtained grounds of appeal submitted by the management at various authorities
The amounts involved are material and the application of accounting principles as given	in consultation with their external tax consultants.
under Ind AS 37, in order to determine the amount	â¢ For litigations on account of non-submission of
to be recorded as a liability or to be disclosed as	documentary evidence, we obtained management''s
a contingent liability, in each case, is inherently	plan of action to obtain remaining forms/documentary
subjective, and needs careful evaluation and	evidences from VAT authorities in different states and
judgement to be applied by the management.	actions taken by the management in this respect, and with the assistance of our Indirect tax team, validated
Key judgments are also made by the management	the management''s assessment and plan of action as
in estimating the amount of liabilities, provisions and/or contingent liabilities related to	obtained above.
aforementioned litigations.	â¢ We reviewed each external tax consultants'' response to ensure that the conclusions reached are supported by
Considering the degree of judgment, significance	sufficient rationale according to the relevant laws and
of the amounts involved, inherent high estimation	adequate information is included for the management
uncertainty and reliance on external tax experts,	to determine the appropriate accounting treatment of
this matter has been identified as a key audit matter for the current year audit.	such cases in the financial statements. â¢ We assessed the appropriateness of methods used, and the reliability of underlying data for the underlying calculations made for quantifying the amounts involved. We also tested the arithmetical accuracy of such calculations. â¢ We have evaluated the adequacy of disclosures made by the Company in the financial statements in view of the requirements as specified in the Indian Accounting Standards. Based on the audit procedures performed, the judgements made by the management appears to be reasonable and disclosures made in respect of these litigations were appropriate in the context of the financial statements taken as a whole.

Key audit matter	How our audit addressed the key audit matter
(2) Contingent liability for DPCO Matters [Refer Note	Our audit procedures included but were not limited to
18 and 39 in the financial statements)	the following:
The pharmaceutical industry is heavily regulated	â¢ We obtained an understanding of the management''s
which increases inherent litigation risk. The Company	process for updating the status of the legal case,
faces a number of legal and regulatory cases, of which	assessment of accounting treatment in accordance
the most significant is a litigation under DPCO as	with Ind AS 37, and for measurement of amounts
disclosed in Note 18 and 39 to the financial statements.	involved.
DPCO has issued various orders/notification for fixing the price of various pharma products.	â¢ We evaluated the design and tested the operating effectiveness of key controls around above process.
With respect to the sales made by the Company of the pharmaceutical products covered by the aforementioned DPCO orders, in earlier years as well as the current year, the Company has received demand notices for alleged overcharging price (charging price over the price fixed by the DPCO for such products). The Company has challenged these demands form DPCO and the cases are pending at various High Courts in India.	â¢ We inspected correspondence with the Company''s external legal counsel in order to corroborate our understanding of these matters, accompanied by discussions with both internal and external legal counsels. We also tested the independence, objectivity and competence of such management experts involved and lawyers representing these cases in the courts.
Total demand from above cases aggregates to '' 175.96 crore out of which the Company has provided Rs. 20.45 crore while '' 155.51 crore has been disclosed as contingent liability based on management''s assessment in accordance with professional legal advice from the dealing lawyers.	â¢ We obtained direct confirmation from the external legal counsel handling DPCO litigation with respect to the legal determination of the liability arising from such litigation, and assessment of resulting provision recognised and contingent liability disclosures in the financial statements in accordance with requirements of Ind AS 37.
The amounts involved are material and the application of accounting principles as given under Ind AS 37, in order to determine the amount to be recognised as a liability or to be disclosed as a contingent liability,	â¢ We also evaluated the response received from the legal counsel to ensure that the conclusions reached is supported by sufficient legal rationale.
is inherently subjective, and needs careful evaluation	â¢ We assessed the appropriateness of methods used,
and judgement to be applied by the management.	and the reliability of underlying data for the underlying
Key judgments are also made by the management in estimating the amount of liabilities, provisions and/ or contingent liabilities related to aforementioned	calculations made for quantifying the amounts involved. We also tested the arithmetical accuracy of such calculations.
litigation.	â¢ We evaluated the Company''s disclosures for adequate
We focused on this area as the eventual outcome is	disclosure regarding the significant litigations of the
uncertain and unexpected adverse outcomes could	Company.
significantly impact the financial position, and hence,	Based on the audit procedures performed, the judgements
considered this matter to be a key audit matter for the	made by the management appears to be reasonable
current year audit.	and disclosures made in respect of these litigations were appropriate in the context of the financial statements taken as a whole.

(3) Discontinuation of Consumer Health products.	Our audit procedures included but were not limited to the following:
[Refer Note 14, 25 and Note 44 in the financial
statements)	â¢ We obtained agreements and letter correspondence
Pfizer Inc. (ultimate parent company) and GlaxoSmithKline plc formed a joint venture ("GSK JVCo") for consumer health business which has taken	between the parties to gain an understanding of the transaction pertaining wind down of the PCH products in India.
over the consumer health product portfolio of Pfizer	â¢ We held discussion with the management/Board of
Group ("PCH").	directors and also with inhouse legal counsel.

Key audit matter	How our audit addressed the key audit matter
GSK JVCo conveyed its decision to not integrate/	â¢ We evaluated the design and tested the operating
transfer the PCH India Business into GSK JVCo and	effectiveness of key controls around above process
instead had requested Pfizer Limited to Wind down	and over the determination of appropriate accounting
the PCH India Business. PCH business in India consists	treatment of this transaction.
of only two brands - Anacin and Anne French. As a part of the contractual agreement between the	â¢ Held discussion with auditor''s tax experts and transfer pricing experts to evaluate the impact of the
entities, Pfizer Inc is required to reimburse the wind	transaction.
down cost to the Company provided that Pfizer Inc. receives such reimbursement from the GSK JVCo.	â¢ Evaluated whether the accounting principles applied
Pfizer Inc will further pay the Company the Fair market	by the management fairly present the effects of the
value (FMV) of the PCH Business amounting to Rs.	transactions in the financial statements in accordance
27.50 as approved by the Board of Directors of Pfizer	with the principles of Ind AS.
India, which has been determined by two third-party	â¢ Verified cost incurred with regard to wind down of the
valuation firms.	PCH business i.e legal expenses, employee severance,
The Company has completed the necessary	destruction of inventory, compensation to contract
procedures to wind down the PCH product and has	manufacturers etc.
recorded FMV in other income and wind down costs as receivable (Other current financial assets) from Pfizer Inc. after evaluating the provisions of (a) Ind As 105	â¢ Obtained valuation report for FMV of PCH products. Verified accrual for such FMV to be received from Pfizer Inc.
- "Non-Current assets held for sale & Discontinuing
Operations", (b) Ind As 115 - "Revenue from Contracts	â¢ Assessed the valuation methodology used by the
with Customers".	Company and tested the mathematical accuracy of
Considering the materiality of amounts, and significant judgements involved in determining of the fair market	the valuation model; â¢ Involved auditor''s valuation specialists to challenge
value and the underlying accounting treatment, this	the key assumptions such as discount rate and the
matter has been considered as a key audit matter for	valuation methodology;
the current year audit.	â¢ We evaluated the adequacy of disclosures made by the Company in the financial statements in view of the requirements as specified in the Indian Accounting Standards Based on the audit procedures performed, the judgements made by the management appears to be reasonable and disclosures made in respect of the transaction are appropriate in the context of the financial statements taken as a whole.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

7. The accompanying financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate 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.

8. In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

11. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying financial statements;

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 financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of section 164(2) of the Act;

f) we have also audited the internal financial controls with reference to financial statements of the Company as on 31 March 2021 in conjunction with our audit of the financial statements of the Company for the year ended on that date and our report dated 26 May 2021 as per Annexure II expressed unmodified opinion; and

g) 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 39, 41 and 42 (i) (a) and (c) to the financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2021.

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2021.;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2021; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP Chartered Accountants Firm''s Registration No.: 001076N/N500013Ashish Gupta PartnerMembership No.: 504662 UDIN: 21504662AAAADR7419

Place: New Delhi Date: 26 May 2021

Mar 31, 2019

Report on the Audit of the Financial Statements

Opinion

1. We have audited the accompanying financial statements of Pfizer Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2019, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditorâs Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
1) Contingent liability for litigation under Value Added Tax(VAT)	Our audit procedures included but were not limited to the
and Central Sales Tax(CST) [Refer Note 23 and 41 in the financial statements]	following: We obtained an understanding of the managementâs process
The Company has outstanding litigations pertaining to Sales	for:
tax/ Value added tax (VAT) of various assessment years which the Company has challenged at various forums. These	for:
litigations pertain to following two categories: A. Litigation on account of non-submission of documentary	- identification of legal and tax matters initiated against the Company,
evidence at the time of assessment such as Form F and	- assessment of accounting treatment for each such
Form C pending to be issued by concerned authorities.	litigation identified under Ind AS 37 accounting
Total liability in this category is Rs.235.48 crores, out of which Rs.40.31 crores have been provided for and contingent liability is Rs.195.17 crores have been disclosed	principles, and for measurement of amounts involved.
as contingent liability in accordance with Ind AS 37	We evaluated the design and tested the operating
Provisions, Contingent Liabilities and Contingent Assets,	effectiveness of key controls around above process.
based on managementâs assessment in consultation	We obtained an understanding of the nature of
with professional advice from the dealing external tax	litigations pending against the Company and
consultants.	discussed the key developments during the year for key litigations with the management and respective legal counsels handling such cases on behalf of the Company.

Information other than the Financial Statements and Auditorâs Report thereon

6. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditorâs report thereon. The Annual report is expected to be made available to us after the date of this auditorâs report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

7. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for explaining our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by Section 197(16) of the Act, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

17. Further to our comments in Annexure I, 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 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 it appears from our examination of those books;

c) the financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with Ind AS specified under Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date and our report dated 28 May 2019 as per Annexure II expressed unmodified opinion;

g) with respect to the other matters to be included in the Auditorâs Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Note 39, 41 and 42 (i) (a), (c) to the financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2019;

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 during the year ended 31 March 2019.

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these financial statements. Hence, reporting under this clause is not applicable.

Annexure I to the Independent Auditorâs Report of even date to the members of Pfizer Limited on the financial statements for the year ended 31 March 2019

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(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 program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, 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 verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipmentâ) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit, and no material discrepancies between inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax (GST) and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable, except for the following:

Statement of Arrears of Statutory Dues Outstanding for More than Six Months (Amount. in Rs.)

Name of Statute	Nature of Dues	Period to which the Amount relates	Amount (Amount in Rs.)	Due Date	Date of Payment
The Jharkhand Tax on Professions, Trades, Callings and Employments Act, 2011	Professional Tax	April 2018 to June 2018	13,615	15 July 18	Not Paid

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of Statute	Forum where dispute is Pending	Period to which the Amount relates	Nature of dues	Amount	Amount paid under Protest
The Income Tax Act, 1961	Commissioner of Income Tax, Appeals	2003-2004, 20052006 to 20062007, 2009-2010, 2011-2012 to 2013-2014, 20152016 to 2016-2017	Transfer pricing adjustment, income from house property, long-term capital gain and other disallowance of expenses	317.54	77.9
	Commissioner of Income Tax, Appeals	2012-2013	Tax deducted at source	17.19	1.17
	Income Tax Appellate Tribunal	1984-1985, 19911992 to 20102011, 2014-2015	Disallowance of near expiry/ transit loss stock write off and other disallowance of expenses	107.15	92.64
	Hon''ble High Court of Bombay	2006-2007 to 2009-2010	Tax deducted at source	2.92	2.92
The Central Excise Act, 1944	Assistant Commissioner of Central Excise	1985 to 1987, 1999-2000	Classification matter	2.84
	Commissioner (Appeals)	1995 to 1997 and 2005-2006	Disallowance of availment of CENVAT* credit and a Classification matter	6.90	0.12
	Customs Excise service tax Appellate Tribunal (CESTAT)	1985 to 2006	Disallowance of availment of CENVAT* credit, Classification and valuation matter	3.40	0.93
	Hon''ble High Court of Bombay	1998-1999, 20042005 to 2006-2007	Disallowance of availment of CENVAT* credit	6.37	0.84
	Hon''ble Supreme Court of India	1998	Classification Matter	0.15	-
Customs Act, 1962	Commissioner (Appeals)	1995	Classification Matter	0.01	-
	Customs Excise Service Tax Appellate Tribunal (CESTAT)	2012-2013	Demand of Special Additional duty (SAD)	1.31	1.31
	Hon''ble Supreme Court of India	1996-1997	Classification Matter	0.47	0.05
The Finance Act, 1994 (Service Tax)	Honâble High Court of Bombay	1997-2001	Applicability of Service Tax	1.93
Value Added Tax Act and State and Central Sales Tax	Assessing Authority	2006-2007, 20082009 to 20122013, 2016-2017	Pending statutory declaration forms and others	2.59	0.24
	Assistant Commissioner	1986-1987, 20042005, 2011-2012 to 2015-2016, 2017-2018	Pending statutory declaration forms and others	6.26	1.67

Deputy Commissioner	1993-1994 to 1996-1997, 19992000 to 20032004, 2005-2006 to 2016-2017	Pending statutory declaration forms, disallowance of input tax credit and others	51.51	9.02
Joint Commissioner	1983-1984, 19851986 to 19861987, 1992-1993, 1994-1995 to 1996-1997, 19981999, 2000-2001 to 2015-2016,	Pending statutory declaration forms, disallowance of credit note and input tax credit and others	397.03	89.59
Senior Joint Commissioner	2003-2004	Levy of tax and interest	0.08	-
Additional Commissioner	1995-1996, 19971998 to 19981999, 2002-2003, 2008-2009 to 2014-2015 Pending statutory declaration forms, disallowance of credit note and others	Pending statutory declaration forms, disallowance of credit note and others	9.75	0.62
Revision Board	2006-2007 to 2009-2010	Pending statutory declaration forms, disallowance of credit note and others	0.37	0.02
Various Tribunals	1995-1996 to 1996-1997, 20032004, 2005-2006 to 2013-2014	Pending statutory declaration forms, disallowance of credit note and others	5.01	2.27
Hon''ble High Court	1995-1996, 20122013 to 2013-2014	Levy of tax and interest	1.94	-
Hon''ble Supreme Court of India	1992-1993	Levy of tax and interest	0.10	-

*CENVAT- Central Value Added Tax

(viii) The Company has no loans or borrowings payable to a financial institution or a bank or government and no dues payable to debenture-holders during the year. Accordingly, the provisions of clause 3(viii) of the Order are not applicable.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company during the year in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the requisite details have been disclosed in the financial statements, as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure II to the Independent Auditorâs Report of even date to the members of Pfizer Limited on the financial statements for the year ended 31 March 2019

Independent Auditorâs Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

1. In conjunction with our audit of the financial statements of Pfizer Limited (âthe Companyâ) as at and for the year ended 31 March 2019, we have audited the internal financial controls over financial reporting (âIFCoFRâ) of the Company as at that date.

Managementâs Responsibility for Internal Financial Controls

2. The Companyâs Board of Directors is responsible for establishing and maintaining internal financial controls based on the IFCoFR criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of IFCoFR issued by the Institute of Chartered Accountants of India (âthe ICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companyâs business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on the Companyâs IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (âthe Guidance Noteâ) issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

6. A companyâs IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs IFCoFR include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2019, based on the IFCoFR criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

Ashish Gupta

Partner

Membership No.: 504662

Place: Mumbai

Date: 28 May 2019

Mar 31, 2018

Report on the Financial Statements

1. We have audited the accompanying financial statements of Pfizer Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. 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; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate 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.

Auditorâs Responsibility

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

4. 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.

5. 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 these financial statements are free from material misstatement.

6. 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 auditorâs 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 controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 including Ind AS specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The audit of the financial statements of the Company for the year ended 31 March 2017 was carried out and reported by B S R & Co. LLP, Chartered Accountants, vide their unmodified audit report dated 6 May 2017.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. 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 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 it appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as at 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date and our report dated 7 May 2018 as per Annexure II expressed an unmodified opinion;

g. with respect to the other matters to be included in the Auditorâs 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, as detailed in Note 39 and 41(i) (a), (c) to the financial statements, has disclosed the impact of pending litigations on its financial position;

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;

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure I to the Independent Auditorâs Report of even date to the members of Pfizer Limited on the financial statements for the year ended 31 March 2018 Annexure I

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

(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipmentâ) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. Material discrepancies noticed on such verification have been properly dealt with in the books of account.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax (GST) and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

(Amount in Rs. Crore)

Name of statute	Forum where dispute is pending	Period to which the amount relates	Nature of dues	Amount	Amount paid under protest
The Income Tax Act, 1961	Commissioner of Income Tax, Appeals	2006-07, 2010-11 to 2012-13, 201 516	Transfer pricing adjustment, income from house property, long-term capital gain and other disallowance of expenses	236.67	62.41
	Commissioner of Income Tax, Appeals	2010-11 to 2012-13	Tax deducted at source	45.13
	Income Tax Appellate Tribunal	1994-95, 19992000, 2002-03, 2004-05 to 2008-09	Disallowance of near expiry/transit loss stock write off and other disallowance of expenses	2.58	1.23
	Income Tax Appellate Tribunal	2004-05 to 2009-10	Tax deducted at source	0.68
	Assessing Authority	2008-09	Transfer pricing adjustment, capital gain tax arising on sale of brand and other disallowance of expenses	46.09	24.21
The Central Excise Act, 1944	Customs Excise service tax Appellate Tribunal	1985 - 2006	Disallowance of availment of CENVAT credit, classification and valuation matters	10.29	1.87
	Assistant Commissioner of Central Excise	1975 to 1982, 1986-1987, 1993, 1996 to 1999	Classification matter	2.70
	Honâble Supreme Court of India	1998	Classification matter	0.15
	Commissioner (Appeals)	1992 to 1997 and 2005-06	Disallowance of availment of CENVAT credit and a classification matter	6.64	0.01
	Honâble High Court of Bombay	2004-2005	Disallowance of availment of CENVAT credit	0.04	0.02
Customs Act, 1962	Commissioner of Appeals	1995	Classification matter	0.01
	Honâble Supreme Court of India	1996-1997	Classification matter	0.47	0.05
The Finance Act, 1994 (Service Tax)	Honâble High Court of Bombay	1997-2001	Applicability of service tax	1.93
Value Added Tax Act and State and Central Sales Tax	Additional Commissioner	1995-96, 1997-98, 1998-99, 2008-09 to 2014-15	Pending statutory declaration forms, disallowance of credit note and others	10.66	0.33
	Assessing Authority	2006-07, 2008-09 to 2011-12	Pending statutory declaration forms and others	0.87	0.18
	Assistant Commissioner	1986-87, 2004-05, 2011-12 to 2013-14	Pending statutory declaration forms and others	2.74
	Deputy Commissioner	1993-94 to 199697, 1999-00 to 2003-04, 2005-06 to 2013-14	Pending statutory declaration forms, disallowance of input tax credit and others	45.71	7.71
	First Appellate Authority	2005-06 to 201011, 2012-13 to 2013-14	Pending statutory declaration forms, disallowance of credit note and others	6.20	3.08
	Joint Commissioner	1983-84, 1985-86 to 1986-87, 199495 to 1995-96, 1998-99, 2000-01 to 2015-16	Pending statutory declaration forms, disallowance of credit note and input tax credit and others	314.79	45.71

Revision Board	2006-07 to 2009-10	Pending statutory declaration forms, disallowance of credit note and others	0.91	0.02
Honâble Supreme Court of India	1992-93	Levy of tax and interest	0.10
Senior Joint Commissioner	2003-04	Levy of tax and interest	0.08
Honâble High Courts	1995-96, 2012-13 to 2013-14	Levy of tax and interest	1.94
Various Tribunals	1995-96 to 199697, 2003-04, 200506 to 2013-14	Pending statutory declaration forms, disallowance of credit note and others	4.92	2.19

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the requisite details have been disclosed in the financial statements, as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

per Ashish Gupta

Partner

Membership No.: 504662

Place: Mumbai

Date: 7 May 2018

Mar 31, 2017

To The Members of Pfizer Limited Report on the Financial Statements

We have audited the accompanying financial statements of Pfizer Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows, the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âfinancial statementsâ).

Managementâs Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under Section 133 of the Act, read with relevant rules issued there under.

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; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate 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.

Auditorâs Responsibility

Our responsibility is to express an opinion on these 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 there under.

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. 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 including the IND AS, of the financial position of the Company as at 31 March 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in âAnnexure A'', a statement on the matters specified in paragraphs 3 and 4 of the 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 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 it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (IND AS) specified under Section 133 of the Act, read with relevant rules issued there under;

(e) On the basis of the written representations received from the directors as on 31 March 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure B''; and

(g) 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 42 and 44 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 during the year ended 31 March 2017.

iv. The company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016. Based on the audit procedures performed and relying on management representations we report that the disclosures made by the Company are in accordance with the books of accounts maintained by the company - Refer Note 47 to the financial statements.

(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) In our opinion and according to the information and explanations given to us and on the basis of an examination of the records of the Company, the title deed of the immovable properties as disclosed in Note 6 and 18 to the financial statements, are held in the name of the Company.

(ii) The inventory has been physically verified by the management at reasonable intervals during the year. For stocks lying with third parties at the year-end, written confirmations have been obtained. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been properly 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, limited liability partnerships 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, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Act. Accordingly, paragraph 3 (v) of the order is not applicable.

(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 of the 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 of account in respect of undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, value added 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, duty of customs, duty of excise, cess and other material statutory dues were in arrears as at 31 March 2017 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.

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

(ix) The Company did not raise money by way of initial public offer or further public offer (including debt instruments) or term loans during the year.

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

(xi) According to the information and explanation given to us, the managerial remuneration paid to the directors is in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanation given to us, the Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable.

Appendix 1 as referred to in paragraph (vii) (b) of Annexure A to the Independent Auditorsâ report

Name of the Statute	Forum where dispute is pending	Period to which the amount relates	Nature of dues	Amount (Rs, in lakhs)
The Income tax Act,	Commissioner of Income tax, Appeals	2004-05 to 2008-09, 2010-15	Tax and Interest	10,071.67
1961	Commissioner of Income tax, Appeals	2010 - 2013	Non-deduction/ short deduction	4513.30
	Income Tax Appellate Tribunal	1994-95, 1999-2000, 2002-03, 2007 - 2010	Tax and interest	12352.06
	Income Tax Appellate Tribunal	2004-10	Non-deduction/ short deduction	67.84
The Central Excise Act, 1944	Customs Excise Service Tax Appellate tribunal	1985-2006	Duty and penalty	1,043.04
	Assistant Commissioner of Central Excise	1975 to 1982, 1986-1987, 1993, 1996 to 1999	Duty including interest and penalty	270.11
	Supreme Court of India	1998	Duty and penalty	14.55
	Commissioner (Appeals)	1992 to 1997 and 2005-06	Duty and penalty	662.56
	Bombay High Court	2004-2005	Duty and penalty	2.24
Customs Act, 1962	Commissioner of Appeals	1995	Duty and penalty on imports and other disputes	1.06
	Supreme Court of India	1996-1997	Duty and penalty on imports and other disputes	41.92
The Finance Act, 1994 (Service Tax)	Bombay High Court	1997-2001	Duty and penalty	193.11
Value Added Tax Act and State and Central Sales	Additional Commissioner	1995-96, 1997-98 to 1998-99, 2008-09 to 2014-15	Tax	176.81
Tax	Assessing authority	2006-07, 2008-09 to 2011-12	Tax and penalty	68.85
	Assistant Commissioner	1986-87 and 2004-05, 2011-12, 2013-14	Tax	48.18
	Commissioner	2002-03, 2005-09	Tax	108.51
	Deputy Commissioner	1993-94 to 1994-95, 1996-97, 1998-99 to 2012 -13	Tax	4,536.25
	First Appellate Authority	2005-06 to 06-07, 2008-09 to 2009-10, 2012-13	Tax, Interest and penalty	314.73
	Joint Commissioner	1983-84, 1985-86 to 1986 -87, 1995-96, 1998 -99 to 200708, 2009 - 10 to 2013-14	Tax, Interest and penalty	14,583.07
	Revision board	2006-07 to 2009-10	Tax	15.26
	Supreme Court of India	1992-93	Tax	10.27
	Senior Joint Commissioner	2003-04	Tax	8.46
	High Court	1995-96, 2012-13 to 2013-14	Tax and interest	194.02
	Tribunal	1994-95 to 1996-97, 2003-04, 2005-06 to 2008-09, 2011-12	Tax	199.57

Report on the internal financial controls over financial reporting under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Pfizer Limited (âthe Companyâ), as of 31 March, 2017, in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (âthe Guidance Noteâ) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information as required under the Act.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Company''s internal financial control over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the Institute of Chartered Accountants of India and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedure selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company''s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

For B S R & Co. LLP

Chartered Accountants

Firm''s Registration No: 101248W/W-100022

Sadashiv Shetty

Mumbai Partner

6 May 2017 Membership No: 048648

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

Nov 30, 2009

We have audited the attached balance sheet of Pfizer Limited (Ãthe CompanyÃ) as at 30 November 2009 and also the related profit and loss account and cash flow statement of the Company for the year ended on that date, including the accounts of erstwhile Duchem Laboratories Limited for the year ended 30 November 2009 consequent to its amalgamation with the Company with effect from 1 December 2008, annexed thereto. These financial statements are the responsibility of the CompanyÃs 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 more fully explained in note 23 and 24 to schedule 19 of the financial statements, the Honourable High Court of Judicature at Bombay vide its order dated 26 February 2010 sanctioned a scheme of amalgamation and arrangement (Ãthe SchemeÃ) between the Company, Duchem Laboratories Limited and the respective shareholders and creditors. The Company has, at the meeting of the board of directors dated 19 March 2010 pursuant to the approval of the scheme by the Honourable High Court and flings with the registrar of companies revised the financial statements approved at the meeting of the board of directors dated 25 February 2010 to give effect to the scheme. Accordingly, the auditorsÃ report dated 25 February 2010 on the financial statements of the Company stands superceeded

As required by the Companies (AuditorÃs Report) Order, 2003 (Ãthe OrderÃ) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, (Ãthe ActÃ) 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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the balance sheet, profit and loss account and 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 30 November 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30 November 2009 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 30 November 2009

i) in the case of the profit and loss account, 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

Annexure to the AuditorsÃ Report - 30 November 2009

(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 verifcation 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 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, except goods-in-transit and 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 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 of certain items of inventories are for the CompanyÃs specialised requirements and similarly certain goods sold and 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 for determining whether they are accurate or complete

(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, undisputed statutory dues including Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Wealth tax, Service tax, Customs duty Excise duty and other material statutory dues have been regularly deposited with the appropriate authorities though there have been delays in a few cases in respect of Service tax and Sales tax. As explained to us, the Company did not have any dues on account of EmployeesÃ 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, Income tax, Sales tax, Service tax, Wealth tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 30 November 2009 for a period of more than six months from the date they became payable except undisputed dues of Service tax on royalties having various due dates of payment aggregating Rs 79.37 lakhs for the period beginning 1 April 2008 to 31 May 2009. This amount was in arrears as at 30 November 2009 for a period of more than six months from the date they became payable and were deposited with the appropriate authorities on 25 February 2010

(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) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding debentures or any outstanding loans from financial institution 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 fraud by the Company or on the Company has been noticed or reported during the year except an instance of fraud on the Company during the year in the nature of fictitious sales and collections recorded by one of its distribution agents The Company has discontinued all business transactions with the distribution agent and has initiated criminal proceedings for recovery of dues. Management estimates that the financial impact will not exceed Rs 126.16 lakhs

Name of the Statute Nature of Dues Amount Period to which (in lakhs) the amount relates

The Central Excise Duty and penalty on 68.54 1996-2003 Act, 1944 classification/ valuation 76.09 1998-2000 and other disputes

22.32 1998-2003

40.49 1998-2001

14.49 1999-2000

75.00 1999-2003

36.83 2001-2003

90.97 2002-2003

3.17 2005-2006

6.06 1990-1992

The Central Excise Duty and Penalty 1.04 1994 Act, 1944 12.86 2000-2001

3.66 2005-06

8.70 2005-2007

The Central Excise Duty and Penalty 12.62 1985-1988 Act, 1944 6.93 2000-2001

The Central Excise Duty and Penalty 14.55 1998 Act, 1944

Customs Act, 1962 Duty and penalty on 41.92 1996-1997 imports and other disputes

Customs Act, 1962 Duty and penalty on 1.06 1995 imports and other 0.96 1991 disputes

Service Tax Duty & Penalty 193.11 1997-2001

The Income Tax Act, Tax and penalty on 60.94 1994-1995 1961 expenditure disallowed 313 90 1996-1997

34.76 1997-1998

34.34 1998-1999

50.41 1999-2000

36.28 2002-2003

1045.61 2003-2004

4424.81 2005-2006

480.75 2007-2008

The Income Tax Act, Tax and penalty on 66.47 2002-2003 1961 expenditure disallowed 349.63 2000-2002

15.01 2004-2005

15.02 2005-2006 6.39 2006-2007 1.09 2007-2008

Name of the Statue Forum where dispute is pending

The Central Excise Act, 1944 Customs, Excise, Service tax Appellate Tribunal

The Central Excise Act, 1944 Commissioner of Appeals

The Central Excise Act, 1944 Assistant Commissioner

The Central Excise Act, 1944 Supreme Court

Customs Act, 1962 Supreme Court

Customs Act, 1962 Commissioner of Appeals

Service Tax Bombay High Court

The Income Tax Act, 1961 ITAT

Commissioner of Appeals

The Income Tax Act, 1961 High court

ITAT

Commissioner of Appeals

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

Name of the Statute Nature of Dues Amount Period to which (in lakhs) the amount relates

State and Central Tax interest and penalty 10.27 1992-1993 Sales Tax Acts for non submission

0.56 1983-1984 of forms and other

6.54 1985-1986 disallowances

1.31 1986-1987 1.17 1993-1994 0.60 2006-2007 1.81 2007-2008 0.30 2008-2009 0.89 2002-2003 1.39 2003-2004 0.49 2004-2005 0.85 2006-2007 7.61 1994-1995 0.45 1995-1996 0.55 1996-1997

41.12 1999-2000

87.41 2000-2001

124.08 2001-2002

20.16 2002-2003

123.61 2003-2004

24.7 1993-1994

4.56 1994-1995 4.00 1995-1996 2.97 1996-1997 0.62 1997-1998 7.87 1998-1999

3.32 1994-1996 1.63 1996-1997 8.80 1998-1999

3.57 2002-2003 3.05 1993-1994 1.46 1998-1999

54.76 2001-2002

11.80 2002-2003

14.31 2002-2003

1.54 1998-1999

1.92 1986-1987

Name of the Statue Forum where dispute is pending

State and Central Sales Tax Acts Supreme Court

Deputy Commissioner (Appeal)

Deputy Commissioner (Appeal)

Deputy Commissioner (Appeal)

Additional Commissioner Tribunal

Deputy Commissioner (Appeal)

Joint Commissioner

Assistant Commissioner of sales tax (Appeals)

For B S R & Co. Chartered Accountants

Mumbai Bhavesh Dhupelia

19 March 2010 Partner

Membership No.: 042070

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