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Directors Report of Pfizer Ltd.

Mar 31, 2017

Including Management Discussion and Analysis TO THE MEMBERS

The Directors take pleasure in presenting this 66th Annual Report along with the Audited Financial Statement for the financial year ended March 31, 2017. The Company operates only in one business segment viz., “Pharmaceuticals” and this Report covers its Pharmaceutical business performance.

DIVIDEND

Your Directors recommend a normal dividend of Rs,15.00 (150%) per equity share and a special dividend of Rs,5.00 (50%) per equity share on account of exceptional income, aggregating to total dividend of Rs,20.00 (200%) per equity share for the financial year ended March 31, 2017. The dividend payout will be Rs,9,150 Lakhs and the dividend distribution tax payable by the Company would amount to Rs,1,863 Lakhs. This aggregates to a total dividend outgo of Rs,11,013 Lakhs.

FINANCIAL HIGHLIGHTS

Rs, in Lakhs

Year ended March 31, 2017

Year ended March 31, 2016

Revenue from Operations (gross)

204,193.14

209,376.02

Other Income

10,116.32

8,699.00

Profit Before Exceptional Items and Tax

38,640.44

46,053.65

Exceptional Items (Expenses)/Income

13,043.45

988.65

Profit Before Tax

51,683.89

47,042.30

Less: Taxation

Current Tax

18,866.43

18,780.84

Deferred Tax (Credit)/Debit

(860.90)

(2,236.67)

Profit for the year

33,678.36

30,498.13

Total other comprehensive income (net of tax)

(390.86)

104.07

Total comprehensive income for the year

33,287.50

30,602.20

Your Company''s sales for the financial year ended March 31, 2017 was Rs,201,726.40 Lakhs as compared to Rs,207,160.03 Lakhs in the previous year, which represents a decline of 3%. The revenue for the financial year was impacted mainly on account of external regulatory factors like impact of price control notifications pursuant to the revision to the National List of Essential Medicines and other internal strategic decisions like (i) the decision to discontinue manufacturing of Corex Cough Syrup (Chlorpheniramine Maleate Codeine Phosphate); (ii) sale of four products to Piramal Enterprises Limited and (iii) transition of certain products consequent to expiry of License Agreement.

Profit before tax and exceptional items for the financial year ended March 31, 2017 was Rs,38,640.44 Lakhs as compared to Rs,46,053.65 Lakhs in the previous year, recording a decline of 16% mainly on account of the external regulatory factors and internal strategic decisions, as stated above. Income from exceptional items of Rs,13,043.45 Lakhs for the year under review includes income from sale of four products of Rs,10,346.21 Lakhs and income from sale of premises of Rs,2,697.24 Lakhs.

Your Company achieved a Net Profit of Rs,33,678.36 Lakhs for the financial year ended March 31, 2017 as compared to Rs,30,498.13 Lakhs in the previous year registering an increase of 10%.

Indian Economic Overview

The Indian Economy has seen certain fundamental structural changes in the past 18 months viz., demonetization and implementation of Goods and Services Tax (GST), which your Company believes will make a positive impact in the long run. While demonetization is expected to foster a more transparent and digitized economy, the implementation of GST is expected to benefit most sectors by making the taxation process easier, as it replaces the current regime of multiple taxes and duties. These structural changes are expected to fundamentally improve the ease of doing business, transparency and compliances in the business operating environment.

While these changes will bring about long term gains and efficiencies, the industry is currently coping with significant short term challenges posed during this transition phase viz., sluggish offtake from wholesalers / retailers and ambiguous regulatory provisions around the overall implementation. Uncertainties in the operating environment have impacted the trade, leading to significant impact on sales and earnings across industries.

In spite of these short term challenges, India is expected to emerge as the fastest growing major economy in the world, with a projected annual growth of 7.5% in 2017-18.@ Private consumption is expected to increase with a rise in public wages and pensions and on account of higher agricultural production which will be an outcome of a predicted good monsoon. It is expected that the reforms by the Government will enable the country to perform better compared to its peers over the medium and long term. Private investments have been low in the last year but are expected to gradually revive as some sectors stabilize in output, infrastructure projects mature, banks clean up their bad debts and the implementation of GST.

Indian Pharma Industry (i) Overview

The short term impact of demonetization has resulted in a slowdown of industry growth to 9.1%. Of the 9.1% growth seen in March MAT 2017 period, new introductions (or products that have been launched in the last 24 months) have contributed 5%, while volumes contributed 2.5% and price increases have added 1.6%. Growth across most therapy areas, has been in the range of 9-10%. However, “Lifestyle”/ Chronic related TAs have shown higher growth such as Anti-diabetics at 17%, Dermatology at 16%, Neurology/ Central Nervous System at 11%. The largest therapy area within the IPM, Anti-Infectives, has seen slow growth of 5% this year, primarily on account of pricing regulations and Fixed Dose Combinations (FDC) issue*.

The Indian Pharmaceutical Market (IPM) is expected to grow at a CAGR of about 12% till 2020 and is expected to surpass the growth of the global pharma industry, pegged at an annual rate of five per cent in the same period. The IPM growth is slower than its historical CAGR of about 14% (2010-2015). The IPM is expected to grow to $55 billion by 2020, thereby emerging as the sixth largest pharma market globally by absolute size#.

This year the government released the National Health Policy 2017 with multiple objectives, right from strengthening primary care services while ensuring improved access and affordability of quality secondary and tertiary care services, to significantly reducing out-of-pocket expenditure and proportion of households experiencing significant health expenditure. Although the said Policy stipulates a commendable reform agenda and proposed increasing public spending on healthcare from 1% to 2.5% of GDP by 2020, the Budget for FY 2016-17 has not significantly increased resources for the healthcare sector. Public resources invested in healthcare continues to be low and inequitably distributed across the country. The policy indicates the Government''s intent to provide universal access to free medicines. While this is an ambitious intent, the road to achieving this is riddled with gaps on access related challenges. Your Company believes that an innovative approach of bridging the access gap is that of “Tiered Pricing” and simultaneously strengthening other pillars of access such as, heightened disease awareness, access to physicians and healthcare facilities. Your Company has been a strong proponent of this approach, that will also enable a more sustainable access model across populations in India.

The government has rolled out a unified Goods and Service Tax (GST) across the country effective July 1, 2017 in line with the concept of “One Country One Tax”. This is a significant change from the existing tax structure where the right to levy taxes are divided between Union Government and the State Governments. The Company welcomes this change as it expects a unified tax structure to improve ease of doing business, make cross-country logistics easier and to provide an overall boost to the tax compliance.

This introduction is expected to boost consumption and spur manufacturing as savings are expected in a number of household items. While certain life-saving medicines have been placed in the lower GST slab of 5%, for other pharmaceutical medicines the GST has been pegged at 12% from an existing effective total tax rate of about 9%. The increase in tax rates is expected to be partially offset by savings on account of input tax credit and other operational savings. While the National Pharmaceutical Pricing Authority has allowed the companies to take price increase on scheduled formulations to the extent of increase in the tax rate, your company intends to take an increase of approx. 1% after considering the available tax credit and other operational savings. While the GST implementation resulted in an increased tax incidence, your Company has maintained the MRP for its non-scheduled formulations which constitutes approx. 85% of its portfolio. Your Company has maintained the MRP on the inventory on hand, as on the date of implementation of GST, in order to ensure that the products of the Company continued to be available to the patients at the same price. Your Company had also extended discounts and credit facilities to the trade to avoid any shortages of medicines in the supply chain.

(ii) Operating Environment

The pharmaceutical industry is perhaps among those that continue to face the most volatile and uncertain operating environment in India. The industry continues to witness policy uncertainty and ambiguity that impact the business environment whether it''s the companies'' ability to price their products, labeling norms, regulations around prescription of medicines, etc. Each of these and more are fundamental operating conditions for pharmaceutical manufacturers to be able to meet the growing need of the healthcare sector. Some of the recent key industry challenges are summarized below:

1. Ban on Fixed Dose Combinations (FDCs): Last year, the Government announced a ban on approx 350 FDCs. While the Company supports the intent of the Government in taking action against unsafe and irrational pharmaceutical products that have not received due approvals by the central and state drug regulators, concerns have been raised on including products that have received all requisite approvals, as also on the process followed to arrive at the list. Post this ban your Company challenged the ban in the Hon''ble Delhi Court and obtained an interim injunction. In December 2016, the Hon''ble Delhi High Court set aside the said notification banning the FDCs. The government has recently filed an appeal against the judgment staying the FDC ban and the matter is currently pending before the Supreme Court. The ban and the litigation that followed did see a negative impact on the Industry.

2. MCI Guidelines on generic prescriptions: The Medical Council of India has issued a notification directing physicians to prescribe drugs with generic molecule names. This shift in dynamics of dispensing may result in confusion among consumers, retailers and increased concerns around the quality of medicines.

3. Pricing policy and implementation: During the year under review, your Company has witnessed a series of price notifications pursuant to revision to the National List of Essential Medicines (‘NLEM'') along with price reduction for negative Wholesale Price Index (‘WPI'') which impacted its revenue. Unpredictable expansion of the price control continues to remain the single most significant challenge for the Industry.

4. Implementation challenges on Goods and Services Tax (‘GST’): The introduction of GST effective July 1, 2017, has posed short term implementation challenges mainly on account of ambiguous regulatory provisions around the anti-profiteering rules and lack of clarity on consequent price changes.

As a consequence of these and other business environment challenges, there has been a slowdown in the IPM growth, more so the average quarterly growth of 14-15% has now dropped to ~6% for the last 2 quarters (i.e., Oct 2016 - Mar 2017)*.

While the year under review witnessed several operating challenges, your Company commends the positive developments in the regulatory environment, viz.,

1. New Regulations on Clinical Research: The Board of Health (BoH) has initiated certain steps to the shape regulations that would effectively control and promote the conduct of clinical research in the country. The BoH has released new regulations to ensure that adequate responsibilities are absorbed by the Sponsors, Clinical Research Organizations, Ethics Committee and investigators.

2. Additional requirement for Bio-availability/Bio equivalent studies : While applying for manufacturing licenses from state licensing authorities, Bio-availability/Bio equivalent study results are required to be submitted based on Biopharmaceutical Classifications System for class II and IV. This will help in ensuring availability of efficacious medicine to patients.

3. Risk based inspection and self-assessment for GMP compliance: BoH has issued a Biopharmaceutical classifications system check list for self-assessment of manufacturing plants and to submit the same to licensing authorities on annual basis. BoH will adopt a preferential approach for GMP inspection based on self-assessment reports.

4. Steps towards acceptance of electronic submission: Government has taken steps to accept electronic submission of various categories of application like import registration, clinical trials, Fixed Dose Combinations and supplemental New Drug Application, medical devices and cosmetic etc. This has helped in streamlining review and approval process at BoH and also resulted in reduction of approval timelines.

Historic performance of the Indian pharmaceutical industry shows that the industry would still face concerns on the growth which may get impacted due to policy and regulatory challenges. Though there would be a short term setback, the Industry is expected to bounce back given the strong fundamentals of the Indian economy.

REVIEW OF OPERATIONS:

During the year under review, your Company re-aligned its strategy to shape the organization to address the needs in a customer centric go-to-market strategy and to deliver market beating growth. Accordingly, the commercial teams were restructured to bring product, portfolio and channels together, while maintaining a high therapeutic area (TA) focus. The Company also initiated enhanced digital marketing capabilities to engage the customers effectively. Simultaneously your Company formed a specialized marketing function that will be able to drive innovative marketing solutions and strategies for successful execution of the customer facing business model.

In conjunction with realignment of the organizational structure, your Company also brought on board, key leadership members to build future capabilities. With a diverse and rich experience in leadership and business management, they bring with them competence to drive your Company towards its vision for growth.

Your Company as part of the growth plan also focused on the expansion and review of the current portfolio leading to the following strategic developments:

i. Acquisition of the brand “Neksium” from AstraZeneca AB, Sweden. This will enhance your Company''s presence in the Gastro Intestinal therapeutic area.

ii. Pursuant to a global agreement between Pfizer Inc. and AstraZeneca PLC, Meronem IV Injection was transitioned to your Company. Meronem compliments and enhances your Company''s Anti-Infectives portfolio.

iii. Your Company undertook a thorough review of its respiratory portfolio with an objective to launch new products that would leverage the equity of our flagship brands while discontinuing those that did not align with our portfolio. Consequent to this, the decision to discontinue the manufacturing of its Corex Cough Syrup (Chlorpheniramine Maleate Codeine Phosphate) was taken; and introduced Corex T (Triprolidine Hydrochloride 1.25mg & Codeine Phosphate 10mg), a new offering that will better address patient and Physician needs.

iv. Sale of four products viz., Neko Soap, Sloans, Ferradol and Waterbury''s Compound to Piramal Enterprises Limited.

Your Company operates through the following six commercial teams and has 12 of its products in leadership position in their represented product markets.

1. Vaccines:

- Your Company continues to enjoy leadership position in Pneumococcal Vaccines Market with a market share of 59.6%. Prevenar13 is our pneumococcal conjugate vaccine for the prevention of pneumococcal disease in children between 6 weeks to 5 years and adult above 50 years of age. Overall revenue of Prevenar13 recorded a 4 year CAGR growth of 25.4% (2014 -2017) strongly driven by private market uptake in pediatric & adult segments. Prevenar13 is currently no. 1 vaccine in Indian vaccine market with 15% market share*.

- The Vaccines team continued to conduct various scientific educational and awareness programs that provides value to healthcare professionals.

- Your Company undertook various innovative initiatives for educating stakeholders which included training of upcoming speakers to enhance scientific knowledge and soft skills, educating nurses on importance of Pneumococcal disease prevention through ‘Nurture the Nurses'' program, engaging Company''s wholesalers on the importance of cold chain best practices through campaigns. Your Company collaborated with Indian Academy of Pediatrics on their initiative ‘ImmunizeIndia'' to improve the vaccine compliance among children.

- Prevenar 13 has been selected for India''s immunization program. The multi-dose vial used for this program has been specifically created by Pfizer Inc for such mass immunization settings. The vaccine will be supplied directly by Pfizer Inc. through UNICEF, under the auspices of the Global Alliance for Vaccines and Immunizations (‘GAVI''), to the Government of India.

2. Inflammation and Immunology (‘I&I’):

Your Company is ranked 3rd in the biologics market in India.#

Enbrel (Etanercept), ranked 3rd in Indian Biologics market, is your Company''s innovator biologic, prescribed for patients with rheumatoid arthritis, ankylosing spondylitis, psoriatic arthritis, juvenile idiopathic arthritis and psoriasis who are intolerant to DMARD (Disease modifying anti-rheumatic drugs like methotrexate) therapy. In August 2016, we introduced Xeljanz the first ever oral therapy with a new patented molecule (Tofacitinib) that is approved for the treatment of adult patients with moderate to severe active rheumatoid arthritis with inadequate response or intolerance to methotrexate. Healthcare professionals have welcomed this new innovative oral therapy, yet being new it will take time to become the preferred biologic for this indication.

The I&I team continued to conduct scientific educational and awareness programs that would provide value to healthcare professionals highlighting recent advances particularly, in the management of diseases like rheumatoid arthritis and ankylosing spondylitis.

3. Consumer Healthcare:

For the year under review, initiatives were undertaken by the Consumer Healthcare team to enhance the distribution coverage into smaller towns in select states. The team initiated campaigns to drive in-store visibility for Anne French & Anacin. Media campaigns were rolled-out to enhance brand equity, current user base retention and growth in key markets.

4. Primary Care focuses on a broad range of products that requires a differentiated route to market and competitive intensity. The Respiratory, Pain and Trade team portfolios form part of this segment.

(i) Respiratory team

- Your Company''s Respiratory portfolio is ranked 3rd in the represented market. The flagship brand Corex Dx continued its leadership position with 46.3% market share (within molecule) and 30.8% growth. The brand also registered a robust 38.9%* prescription growth. The team continued physician education programs focusing on cough and asthma management with new insights.

- Your Company successfully launched Corex T (Triprolidine Hydrochloride 1.25 mg & Codeine Phosphate 10 mg/ 5 ml) Cough Syrup in December 2016, as part of its organic growth plan. Within four months of its launch, Corex T achieved 72% market share within its molecular segment*.

(ii) Pain team

- Your Company''s Pain portfolio is ranked 6th in Non-Steroidal Anti Inflammatory Drugs (NSAID) market. Major brands under this portfolio include Dolonex and Dalacin C; both leading with 77.6% & 64.8% market share respectively in their molecule segments*. To leverage growth opportunities in targeted segments, the Pain Management team has implemented scientific initiatives like:

- An innovative digital engagement platform “Digital Gurukul - Know Your Roots” for dentists

- ‘Go Active'' mobile application and launch of mobile Wi-Fi clinics

(iii) Trade team

- With an endeavor of retaining continued market leadership through our major brands like Becosules & Gelusil, the team initiated innovative Healthcare Professionals (‘HCP'') engagement and retail engagement activities for ensuring higher repeat consumer purchases. For HCP engagement, a series of multi-center ‘Hub and Spoke'' webinars were conducted for Nutrition range products and engaging doctors through physical meetings and digital reach. Roll outs in new indications and high potential specialties, helped maintain a high ‘Share of Voice'' on major brands and drive prescription growth.

- Becosules continued its market leadership with 63% Market Share with prescription growth of 7% and prescriber growth of 3%*.

- The team drove high potential usage promotion for Gelusil and multi-channel marketing e-mailers to expand the reach to General Physicians and Chest Physicians. Gelusil retained its market leadership with 26.5% M.S. in the highly cluttered antacid category with a good prescription growth of 12%*.

- To ensure adequate retail availability, a series of innovative ‘Trade Schemes'' retail sell out activities were implemented for Becosules and Gelusil followed by chemist awareness programs.

5. Specialty Care focuses on products that require therapy area expertise and synergies. The Women Healthcare, Cardio-Vascular, Central Nervous System and Ophthalmology portfolios form a part of this segment.

In order to further optimize the benefits of stronger teams and a compelling product portfolio, your Company formed Chronic Care - a consolidation of CNS and CV teams, within the Specialty Care segment. This consolidation brought together the ability and opportunity to engage with a wider set of healthcare practitioners and offer a broader product portfolio.

(i) Women Healthcare (WHC) Team

- Women Healthcare continues to be one of the most significant therapy areas for your Company. Your Company''s products within this portfolio feature amongst top 3 brands across key categories, namely contraceptives, folic acid supplementation, and Menopausal Hormone Therapy.

- With the aspiration to be the market leader in this therapeutic area, the women healthcare was structured under two distinct business models namely, Maternal Health and Hormonal Health. The Maternal Health includes wellness, gynaec, contraceptives and intimate hygiene. The Hormonal Health includes menstrual disorder, menopause and other hormonal products including hormonal contraceptives.

- Your Company is constantly evaluating its portfolio and has penetrated the market with new products and line extensions. Product Life Cycle (PLC) initiatives to enhance treatment compliance, duration and indication roll outs for efficient and effective usage helped drive volumes for brands like Folvite, Folvite MB and Mucaine. Despite being impacted by pricing regulations during the year under review, Folvite continues to be the market leader with 14.6% market share. In-clinic promotion of Mucaine was strengthened through the digital initiative to maintain high brand visibility. Mucaine Gel continues to be the market leader with 17% market share and is also the most prescribed brand in Liquid Antacids category*. Becosules Women, a line extension of Becosules, launched in December 2015 has performed well in the highly fragmented multivitamin market comprising more than 500 brands.

- WHC focused on driving volumes through prescriptions by enhancing scientific engagement with physicians through sustained medical education programs. The team collaborated with FOGSI (Federation of Obstetrics & Gynecological Societies of India) and IMS (Indian Menopause Society) to conduct several meetings aimed at busting myths associated with long term hormonal use and providing Gynecologists and Physicians an opportunity to interact with key opinion leaders. Twenty five InfOCons (Informative Oral Contraceptives Conclaves) were conducted pan India involving more than 1100 Gynecologists. Being the leader in the contraceptive market with 26.8% market share, educating patients and encouraging them to take an informed decision on contraception in consultation with their doctor continues to be a focus area for your Company*.

(ii) Chronic Care team

- The Company''s Neuroscience portfolio is ranked 6th in the Indian Neuroscience market. Major brands like Ativan, Pacitane and Daxid are leaders in the respective therapeutic category (molecule segment). Despite being impacted by the pricing regulations, Ativan (Lorazepam) continues to be No. 1 anxiolytic brand in the benzodiazepine tranquillizer market with 12.5% volume growth. The volumes were primarily driven by the new promotion viz., “Safety in Maniac Depressal Disorder (‘MDD'')/Anxiety patients with co-morbid alcohol use”. Another original research drug Daxid, the No. 1 brand amongst sertraline segment registered 15.3% growth*. New communication was developed highlighting unique benefits to improve “Energy, Motivation and Interest in pleasurable activities” in patients with MDD. As part of your Company''s continuous medical education programs, the Neuroscience team sensitized more than 1500 psychiatrists on recent updates/events in psychiatry through multiple innovative, digital and scientific engagements.

- The Cardiovascular team operates in the anti-hypertensive segment with its flagship brand ‘Minipress XL'', the second largest brand in the category leading through a series of therapy shaping programs in collaboration with International and Indian Societies. The major initiatives during the year were:

- Development of protocol for treating hypertension in patients with chronic kidney disease in collaboration with the Association of Physicians of India (API)

- Generated newer evidence by publishing review article on Alpha-blockers in JAPI (Journal Association of Physicians of India)

- Educational initiatives for physicians to bridge the gap between Guidelines and Clinical practice in partnership with American College of Cardiology (ACC)

- Partnered with Medical Colleges in India to educate young Nephrologists

6. Critical Care focuses on Hospitals and Nursing homes as prime customers of our Critical products and Sterile Injectables, Anti-Infectives portfolio which forms a part of this segment.

Anti-Infectives

- Your Company ranked 5th in the hospital segment with a wide portfolio covering categories across critical care segment, leads the market in 6 out of the 9 molecules in the portfolio. This position has been built over the years through scientific engagements and strong medical advocacy.

- Your Company has further strengthened this position with the strategy of establishing “Leadership in Hospitals” through segmentation of the market and key institutions to ensure optimal focus. For the year under review, the team designed interventions with strong scientific engagement to address needs of each segment and achieve competitive advantage by:

- Working with leading healthcare institutions to increase the Infectious Disease expert base through a Fellowship program

- Connecting small hospitals / nursing homes to select Centres of Excellence for the dissemination of best practices in the field of infection control

- Working with leading institutions across multiple aspects of Healthcare Leadership

- The recent acquisition of ‘Meronem'' under this segment is expected to further strengthen the Company''s position in this segment.

Multi-Channel Marketing:

Your Company has pioneered several digital initiatives towards enhancing customer engagements and providing result-driven outcomes. This year too, several of our initiatives have achieved its desired outcomes. The Rep-Triggered-Email (RTE) campaign and other digital initiatives have received great support and feedback from Healthcare Professionals (HCPs) and other stakeholders. A total of approx. 18,000 doctors registered on the multi Therapy Area HCP portal - Inquimed and our webcasts including the Meet the Expert (MTE) have seen attendance of approx. 9000 doctors across different product teams.

MANUFACTURING OPERATIONS:

Your Company continued to deliver products to improve patient health and contribute towards creating a healthier world.

Your Company understands that its products impact millions of lives across the Country. At the core of our Manufacturing and Quality Operations, are the people who are one of the core pillar of a patient focused company.

The Company has various levels of stringent quality control systems starting from local quality assurance to global quality audits and approvals that ensure that the same standards of quality are followed across Pfizer worldwide.

The Company''s continued emphasis on conservation of resources and reduction of waste, across manufacturing sites, has created an excellent model for environmental sustainability. As the new economic environment requires high quality cost effective processes, your Company endeavor to ensure that this forms an essential part of our products and manufacturing processes.

The Company has a state-of-art and award winning manufacturing facility at Goa, that manufactures products with the most stringent global quality standards. Besides complying with Schedule M of the Drugs and Cosmetics Rules 1945, the site holds ISO 9001 and WHO GMP accreditation. The site has a Formulation Development Cell that caters to the product enhancement and technology transfer needs of our market. The Plant strictly adheres to Global Safety, environmental Health and Hygiene norms and has received a number of corporate awards. The site also holds accreditation of ISO 14001 & OHSAS 18001. The Plant was the recipient of “FUTURE READY (GOLD) AWARD” in 2016.

In addition to Goa plant, our manufacturing operations are strengthened by a pan India network of manufacturers, having the requisite technologies to enhance our product portfolio thereby partnering our growth and supporting our goal of meeting the demands of the health care industry. All manufacturers adhere to Pfizer''s global standards of quality, compliance and environment, health and safety norms. All these manufacturing sites periodically undergo audits by Pfizer Global teams.

We understand that in any society, good health is vital to all and finding innovative solutions to the healthcare challenges is paramount within Pfizer. We, at Pfizer are committed to being global leaders in health care and help to change millions of lives by providing access to Safe, Effective, Quality medicines.

Environment Sustainability

Your Company is conducting systematic audits across all the manufacturing facilities (Contract Manufacturing and Own Manufacturing) to assess environmental compliance and impact. This is with added focus on our antibiotics manufacturers and suppliers. Global Experts have been engaged with a purpose of educating suppliers and contractors across the country and also to ensure that our partners do not adversely impact the environment in any way.

Energy Conservation

Goa Site initiated the replacement of conventional CFL/Halogen/Tube lights by LED lightings in a phased manner to conserve energy. Manufacturing Process were modified for some of our products to eliminate high electricity consuming Fluidized Bed Processor operation.

Further, increased capacity utilization initiatives were implemented in Goa Plant to optimize energy usage and to protect environment. Other initiatives like EHS leader workshop and ‘Near Miss'' program were conducted at the site to strengthen EHS culture and promote injury free Pfizer.

Quality

Product quality is ensured in every aspect of the manufacturing. Input material control, various routine monitoring and oversight controls ensure that the product manufactured at any location meets the required Pfizer Quality Standards over the entire life cycle of our products. All suppliers of input materials and our Manufacturing Plants, undergo periodic on site audit by Pfizer global quality team to ensure each facility meets Pfizer Standards.

Specific Areas for Further Enhancing Quality

The specific focus areas this year are sustaining Quality and meeting Pfizer Standards, Data Integrity Assessment and upgrading overall Quality Compliance. Root Cause Analysis is also done to ensure robust quality system. To further improve on quality and compliance, proactive preparation for regulatory inspections, anticipating changes and aligning with global regulatory trends for all the manufacturing sites is being carried out. Additionally, enhancing systems for early detection of potential Quality concerns are the current focus areas.

Human Resource/ Industrial Relations / CSR

a. During the financial year under review, your Company entered into an settlement agreement with the independent union at Goa plant.

b. Goa Site rolled out “No Dust and No Rust” initiative for the colleagues to OWN cleanliness of their own area and ensure dust and rust free environment.

c. Site created sanitation facilities for two schools in Goa under Pfizer''s Doing Good initiative.

In September 2015, the Company entered into a Business Transfer Agreement (BTA) for transfer of the Company''s manufacturing facility at Thane as a going concern. The BTA will be concluded upon receipt of all necessary approvals.

MEDICAL AFFAIRS DIVISION:

The Medical Affairs Division through its various scientific engagements with healthcare professionals supports all business units and works towards creating scientific partnerships with stakeholders beyond Key Opinion Leaders through various strategic initiatives

- The General Physicians Education Program: Your Company''s medical affairs team continues to be a knowledge partner for General Physicians by providing relevant information including latest evidence and treatment trends for common clinical conditions seen in their practice. This year too, the medical team initiated a series of face-to-face webinars on “ECHO'' (Education to EnhanCe Physicians'' Clinical Outcomes) where these physicians engaged with experts in their respective therapy areas that provided them with certifications through accreditation bodies thereby improving their patients outcomes. The program aims to engage approx 6,000 GP''s in 2017.

- Menopause awareness education program in partnership with Indian Menopause Society: Understanding from the unmet need of ‘Menopause Awareness'' among Gynecologists and their women patients, your Company launched ‘MASS Initiative'' (Menopause Awareness through Series of educational Sessions) in partnership with Indian Menopause Society (IMS). This initiative involved an accredited educational module from IMS focusing on Menopausal Hormonal Therapy Management and practical prescription experience through live sessions. The Program aims to engage approx 1,200 Gynecologists in 2017.

- Physician association partnership: Your Company has created strong scientific partnership with physician associations such as FOGSI (Federation of Gynecologists and Obstetricians in India) and International Menopausal Society (IMS) towards conduct of Continuing Medical Education programs with the aim of busting the myths around contraception and hormonal therapy. Your Company was acknowledged by FOGSI as a knowledge partner in this initiative in their annual newsletter

- Young Specialists Program: Your Company''s Medical team launched a “Young Doctors Program” which is a multipronged education initiative involving webinars on case discussions, involving experts from reputed Institutes and also developing treatment algorithms in trauma management and infectious diseases for Specialists with less than five years of experience in clinical practice. This initiative aims to benefit over 5000 Doctors across multiple disciplines.

- Antimicrobial Resistance Education Program for Nursing Homes: To combat the emergence of Antimicrobial resistance at the grass root level, the medical team launched a “Meet The Expert- Institute Connect” program to train Nursing home physicians in tier 2 and 3 cities, on the concepts of Anti-microbial stewardship and Infection control. Experts in Infectious Diseases management from four Centers of Excellence across the country are connected to multispecialty doctors in Nursing Homes every two months, through a series of continual digital webinars. This initiative aims to benefit over 1000 doctors across 50 peripheral Nursing Homes.

- Digital Continual Medical Education (‘CMEs’): To scale up our physician reach in a cost effective way, our Company has developed a unique format of digital CMEs called “Meet The Expert” in partnership with commercial and business strategy team using an in-house HCP portal called ‘Inquimed''. Till date more than 6000 physicians have benefitted through these programs. This unique model has been adopted as a best practice in other countries within the Pfizer APAC region.

- The Retail pharmacy education program: With an objective of engaging pharmacists to upgrade their knowledge, your Company''s Medical Division conducted educational programs to create a shift in the approach from a product oriented to a patient oriented professional. Another interesting initiative undertaken was ‘‘STEP - UP'' (Structured Training to Educate Pharmacists - UPskill) for retail pharmacists on accredited educational modules from IPA. Through hybrid engagement models, these programs aim to engage approx. 5000 retail pharmacists both from organized pharmacy chains and unorganized standalone retail outlets throughout the year.

- PneuMasterclass: With an objective to develop new speakers as advocates for pneumococcal disease and prevention, the vaccines medical team conducted Pneu Masterclass (Train the Trainer Program/ Speaker Development Program) in a span of 30 days, training around 80 pediatricians for 2 days across 5 cities who in turn would cascade the key messages and information to their peer group on the importance of preventing pneumococcal disease in children in the country.

The Medical team partnered and provided effective medico-marketing support in conduct of this program. An innovative approach of better Customer Engagement & Patient outcomes with efficiency was demonstrated by bringing all important stakeholders together.

HUMAN RESOURCES (“HR”)

Your Company''s strategy for People and Human Capital development was focused on supporting business growth through career architecture implementation for the field force, a simplified organizational structure and investment in technology. Your Company also continued to drive leadership development, an integrated talent management approach and OWN IT! culture.

- Sales Career Architecture

To balance organizational objectives, field colleagues'' potential and aspirations, your Company developed a structured framework / career architecture. This framework provides a well-thought out growth path through vertical and lateral opportunities that empowers each field colleague and manager to take charge of their career. The architecture articulates clear direction and choices both within the sales function as also in other allied functions like marketing, supply chain, training, etc.

- Organizational structure

Your Company''s customer facing, business teams were restructured to ensure greater focus on customer and therapy areas, enhance marketing efficacy and provide a clear line of leadership.

- Investment in technology

With the guiding principle that leaders'' ownership of talent is critical to enhancing colleague engagement, your Company has invested in technology that supports greater ownership for managers. A widely used, cloud based, HRIS system - WorkDay - has now replaced the existing platform. This project, called “HR on Demand”, provides a digital platform to colleagues and managers for independent seamless interface to cover an all employee life-cycle events in one platform.

- Leadership

o Your Company launched a unique framework for leadership development using the Head, Heart & Guts approach, a Pfizer Inc. initiative. This is a holistic leadership framework that supports leaders in delivering strategic goals, while engaging colleagues and taking appropriate risks.

o Your Company''s growth is fueled by an enthusiastic team of 2,156 field force colleagues who communicate the value proposition of our products to healthcare professionals. To ensure continuous engagement and training for a widely spread field force, your Company continues to use differentiated technology enablers including virtual classroom training and mobile applications to drive anytime-anywhere learning.

PREVENTION OF SEXUAL HARASSMENT POLICY

The ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'' (“the Act”) seeks to protect women colleagues against sexual harassment at their workplace. A specially-designed online course was rolled out to help all colleagues and contingent associates to understand what constitutes sexual harassment at workplace and how to address it; as well as the organization''s role in preventing it. During the financial year under review, one complaint was received and the same was duly attended to, in accordance with the Act.

LEGAL DIVISION

Your Company''s Legal Division is committed to providing responsive, client-centric service that protects and advances Pfizer''s goals. The Legal team''s activities include protecting your Company''s interest in every transaction, ensuring compliance with all applicable laws governing the industry, protecting your Company''s intellectual property and other assets, assisting various business units in evaluating the risks associated with completing transactions and other activities.

Some of the areas where your Company''s Legal team partnered are:

- Supported the growth of your company''s business through strategic acquisitions and divestments transactions

- Continuing the active role in mitigating risks relating to litigation of your company''s key brands

- Ensuring your company''s activities and transactions are aligned and in adherence with the statutory requirements

GLOBAL COMMERCIAL OPERATIONS

- Global Commercial Operations (GCO), celebrating its 3rd anniversary {now known as Commercial Operations (CO)} was formed to centralize and deliver certain commercial operational functions, achieving greater effectiveness and efficiency. CO team strives to make commercial operations easier and more impactful for businesses so that they remain focused on our patients, customers and achieve their goals. The team is committed to provide expert driven commercial operations across various businesses and meet the ever changing needs of our business and customers.

- Field Force has always been and will continue to be at the heart of everything the CO does for the Company. For their progress, the team focused on three themes across all programs and initiatives - ‘Ease of Doing Things'', ‘Capability Development'' and ‘Compliance Enhancement''.

- The team focused on driving ‘Ease of Doing Things'' at Pfizer through automation and digitization - introduced a new platform, SARAL for conducting education programs for our customers and an improved integrated Sales Force Automation tool UNIFY to simplify processes and save field force time.

- Our initiative iLEAD (Leadership through Execution, Analysis and Development) is an ongoing 18 - 24 months comprehensive development journey for first line managers capability enhancement. It is identified as one of the key drivers for improving business performance and is a cross functional project.

BUSINESS TECHNOLOGY

Your Company''s Business Technology (BT) Division is in the forefront of implementing cutting edge innovative Information Technology solutions which helps the business grow. The team''s objectives'' are closely aligned to your Company''s growth strategy and the team has been actively partnering with the commercial teams to enhance the technological advancements that help improve customer engagement as well patient outcomes. While doing so, the BT team continues to align the technology function with global standards and processes. GST for India is a historical and long awaited tax transformation initiative and all industries have been impacted by this. The BT team along with Finance and Distribution teams managed this mega-transformation project seamlessly without any impact to the business operations.

Some other technical solutions which were implemented last year are as below.

- Unify - Integrating the reporting and digital detailing module thereby enabling easier daily reporting for field colleagues

- GoActive - India''s first mobile Application for HealthCare Professional engagement

- Innovations in pipeline - Mobile WiFi Clinics, Pfizer Touch, Virtual Reality and Augmented Reality platforms

- Business Analytics for Distribution team and process automation

The BT team is committed to provide best in class solutions to our customers, employees, channel partners and vendors and to that effect, the team continues to explore various world class CRM solutions. Our focus for next year remains on a digital strategy that would cover the whole gamut of social connect, mobile apps, multi-channel marketing and other Virtual and Augmented reality platforms.

FINANCE

The Finance Division is a key partner to the Management in upholding internal controls and governance standards, driving performance and leading enterprise wide initiatives.

In the current year:

- Finance played a key role in the acquisition of Neksium from AstraZeneca AB, Sweden, for a consideration of ''75 Crores, sale of four products to Piramal Enterprises Limited for ''108.76 Crores and the transition of Meronem distribution to your Company from AstraZeneca Pharma India Limited.

- The Finance team successfully led the transition to Goods and Services Tax (GST), a complex initiative impacting all aspects of the Company''s operations. The Finance team conceptualized the project and managed the re-configuration of all IT systems to be GST compliant in partnership with Business Technology. The team also ensured that the massive exercise of changing prices across channels, managing vendors relationships and tax compliances were managed smoothly.

- Finance is also leading the project for transitioning to a new integrated ERP system which will cover all aspects of the value chain -demand planning, supply network planning, direct and indirect procurement, manufacturing, quality, sales and distribution operations and financial accounting. The introduction of this ERP solution is a massive overhaul of all our current systems and processes. The deployment will be based on the parent company''s global model which will help your Company to leverage on global processes, compliances and costs. The transition to the new ERP model is expected to be completed in October 2017.

Despite these multiple major initiatives, the Finance function has ensured that its core focus on ensuring fiduciary integrity, upholding governance standards and providing timely pro-active decision support to the business was maintained at highest levels.

INTERNAL CONTROL SYSTEMS, THEIR ADEQUACY AND COMPLIANCE

Overview: Compliance Controls and Risk (CCR) Team is responsible for continuously monitoring the adequacy and effectiveness of internal controls. The team''s objective is to provide to the Senior Management and Audit Committee, an independent and reasonable assurance on the adequacy and effectiveness of the Company''s risk management, control and governance processes. This is achieved through a co-sourced internal audit model which includes independent reviews performed by CCR team together with audit reviews performed through an independent Chartered Accountant firm.

Internal Financial Control: The Company has laid down Internal Financial Controls that includes a risk based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy and completeness of the accounting records and assurance on reliability of financial information. The Audit Committee evaluated the design framework and operative assessment and deliberated with members of management and Statutory Auditors to ascertain their views or opinion. The Audit Committee is satisfied itself with the adequacy and effectiveness of the internal financial control system laid down by management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

Risk Assessment: The CCR team conducts a risk assessment every year whereby all risks to the objectives of the company are assessed and mitigating plans are put in place. These risks include operational, regulatory, legal, business and compliance risks. All the key risks along with mitigating plans are presented and discussed annually with Audit Committee. This year the CCR team conducted joint risk assessment with the Corporate Compliance team of Pfizer Inc. to leverage the expertise and learning’s from each other.

Internal Audit Plan: Annually, based on the risk assessment and findings from previous internal audits, the CCR Team prepares the annual audit plan which is approved by the Audit Committee and followed throughout the year. As part of the quarterly review, status of the annual audit plan, design assessment, operating effectiveness, key audit findings and remediation status of prior findings are presented and discussed with Audit Committee.

MAPP: Your Company has a policy covering interaction with Healthcare Professionals and Government officials called ‘My Anti-Corruption Policy & Procedures'' (MAPP). The policy addresses both local legal requirements while also leveraging on best practices followed in other markets. As a way of reinforcing its compliance culture, your Company has identified 108 odd colleagues as “Compliance Champions” from various teams who act as first point of contact for any colleague in case they have policy related questions.

Given all the above, your Company is well placed in driving the spirit of compliance across its colleagues and stakeholders.

CORPORATE AFFAIRS

The Corporate Affairs Division continued to focus on building engagement with key stakeholders through its functions of Government Relations, Communications, Employee Engagement and Corporate Social Responsibility.

Public Affairs & Communications:

As a part of leading industry associations like Organization of Pharmaceuticals Producers of India (‘OPPI''), Federation of Indian Chambers of Commerce & Industry (‘FICCI''), Confederation of Indian Industries (‘CII'') and Associated Chambers of Commerce & Industry (‘ASSOCHAM''), your Company has driven several stakeholder engagement initiatives in the year under review. Your Company''s Managing Director Mr. S. Sridhar has also been elected as the Vice President of the OPPI and the Co-Chair of the FICCI Pharmaceutical Committee for the current year.

(i) Engagement through industry associations and direct advocacy

- As an OPPI member, your Company continues to participate and play an active role in engaging with the relevant government stakeholders on policy matters including pricing and regulatory amendments that would help in creating a more stable and transparent business environment for your Company as well as the industry to operate in

- Through the US-India Business Council (‘USIBC'') platform on ‘Innovation Driven Expansion of Healthcare Access'', your Company was able to present its position on innovative models that could aid in bridging the current gap in healthcare access to key government stakeholders and policy experts

- Your Company partnered the flagship Government of India events such as the FICCI ‘India Pharma 2017'' and CII ‘Partnership Summit'', showcasing its key CSR initiatives and manufacturing footprint respectively

- Your Company through a FICCI engagement was instrumental in programming the conference on - “Unlocking India''s potential as the entrepreneurship hub in Healthcare” on current need for encouraging an indigenous healthcare innovation landscape with key government stakeholders present

- Your Company independently has initiated several dialogues with policy decision makers to work on a concentrated effort in increasing access to medicines. One such important dialogue in this area continues to be on advancing tiered pricing concepts through which targeted benefits can be extended to socio-economic segments that would benefit the most from them. This continues to be an area of focus where your company will play a leading role - advocating for solutions that provide for a better alternative to blanket price controls.

(ii) Communications: Your Company''s Corporate Communications team plays the role of a key enabler in communicating its growth plans, strategic position to multiple stakeholders both internally and externally. This team is instrumental in ensuring that your Company colleagues are up-to-date on the several initiatives and engagements it pursues externally as well as internally through town halls, messages from the Managing Director, Crucible - Pfizer''s internal newsletter, etc. Externally, the team focuses on gaining visibility through media and non-media platforms for flagship Pfizer initiatives.

(iii) Employee Engagement initiatives: Your Company aims at creating and sustaining a culture of engagement and teamwork that drives high performance and builds a positive work environment. The team achieves that through an active calendar of employee engagement activities that focus on Health and Wellness, Family celebrations and the Annual Own It Day. By winning, celebrating and contributing together, your Company works toward providing happy environment where colleagues bond, collaborate across functions and teams, and above all - look forward to achieving shared goals by doing great work together.

Some of the key highlights for the year under review are:

- Family Fiesta: For the second consecutive year, Pfizer Family Fiesta brought together Your Company''s colleagues and their families to celebrate the One Pfizer spirit. Across head office and regional offices, including Mumbai, Delhi, Goa, Hyderabad and Chennai, the celebrations were organized as fun-filled days at amusement theme parks

- Rewards & Recognition: Honoring 18 successful projects and more than 120 members of project teams, your Company conducted the Rewards & Recognition program in combination with Family Fiesta celebrations. Both the One Pfizer Jury Awards and the Country Manager Awards distinguished teams and individuals for their significant contributions to achieving business results

- Year of the Field Force (YFF): Dedicated to the field colleagues, who continue their commitment and determination to make your Company stand tall in front of its stakeholders, the institution of YFF has allowed many ideas to be implemented that help the field colleagues. From the Sales Career Architecture which charted a growth path for their role aspirations, to a ‘Stay Hydrated'' campaign that aimed at helping them beat the heat and stay healthy during summer, as well as the YFF special edition of internal magazine Crucible, these initiatives boosted field force morale and effectiveness

- Enhancement of Workplace Environment: Your Company''s move into a new open and vibrant office premises, having completed a year, continues to encourage ideation and cross-functional collaboration that has tremendously enhanced the work culture and the collective output from teams. Adding new recreational facilities, including an indoor games room, gym and garden, have provided the colleagues a chance to refresh and recharge at work thereby contributing to enhanced results. Similarly, the move to new offices at Delhi and Kolkata, brings the benefits of an open workplace environment and innovative space branding to these regional centers. Your Company''s continued investment in its workplaces ensures that its colleagues have a great environment to innovate and collaborate to do their best work

CORPORATE SOCIAL RESPONSIBILITY

Our CSR Purpose

Your Company continued to stay true to its stated purpose of promoting access to quality healthcare in the country by nurturing innovations, encouraging community involvement of our employees and synergizing efforts in partnerships with government and other stakeholders for collective impact.

CSR Initiatives

Your Company''s initiatives undertaken for the year under review is a demonstration of our commitment to its CSR purpose. Giving back to the society is embedded in our culture. With the intent of providing access to safe, effective and affordable medicines and healthcare services, your Company has undertaken several outreach initiatives that aligns to the global imperative of earning greater respect from society. These programs allows your Company colleagues to volunteer their time that instills a sense of pride and purpose going much beyond the conduct of everyday business.

This year Your Company continued to identify, choose and work on projects that are aligned to your Company''s CSR priorities listed below:

i. Encourage and support Indian innovation and Indian Intellectual Property with a focus on Healthcare;

ii. Undertake awareness and access programs ourselves or in partnership with NGO''s, Government and Healthcare Providers in areas such as Women and Child health, among others;

iii. Support Government''s national and/or state programs and priorities with linkages to healthcare;

iv. Enlist employees as volunteers to support activities around health, sanitation and disease awareness;

v. Participate in disaster relief activities.

Some key initiatives undertaken during the year were:

1. Project to encourage healthcare innovations Made in India

The Pfizer IIT Delhi Innovation and IP Program launched in 2015-16, aims at encouraging innovators to create healthcare innovations Made in India. We partnered with the Foundation for Innovation and Technology Transfer (FITT) at the Indian Institute of Technology, Delhi to launch an incubation accelerator initiative -- Pfizer IIT Delhi Innovation & IP Program.

Aligning with the Company''s ethos of bringing healthcare innovative solutions that significantly improve lives, The Pfizer IIT-Delhi Innovation and IP Program is an example of an industry-academia collaboration that aligns with the “Startup India, Stand up India” program launched by the Hon''ble Prime Minister of India.

The Phase 1 of this project selected and awarded two full time innovators with an unencumbered funding of upto ''50 Lakhs per incubatee. These innovators are incubated at IIT Delhi where they are currently developing the prototype of their innovation. The program also awarded grants to three innovators towards IP Filing support services. The two noteworthy projects selected under the resident incubation are the novel wearable device for air purification and portable device for early diagnosis of Typhoid and antibiotic susceptibility.

Further to the success of Phase 1, your Company rolled out Phase 2 of the program by calling in entries at a national level. This phase has selected the next two innovators for resident incubation and three innovators for IP filing support services. The second phase winners of the program have been identified and will shortly awarded the grants.

2. Project on combating Anti-Microbial resistance

India being the largest consumer of antibiotics, the government in 2016 committed to tackling AMR by taking further steps towards a new National Action Plan on AMR. Globally, Pfizer has been aligning with governments, medical societies and healthcare institutions to enhance antibiotic surveillance programs and improve awareness.

In India, during the last couple of years, your Company has been conducting several antimicrobial stewardship education programs and workshops to promote rational use of antibiotics and infection control practices in smaller hospitals and nursing homes. This year, your Company will be working with government stakeholders to expand existing surveillance programs and enhance stewardship programs to combat Anti-Microbial resistance.

3. Sanitation Project

As part of its contribution towards the Swachh Vidyalaya/Swachh Bharat Campaign, your Company continued its efforts in building and refurbishing sanitation facilities in schools across the country. This year, your Company continued its sanitation programs in Maharashtra, Goa, Delhi, Mewat (Haryana) and Luck now (UP) taking the number of schools covered to a total of 31. Your Company would be expanding its sanitation drive to Andhra Pradesh and Chennai in 2017-18.

4. During the year under review, your Company also provided grants worth Rs,88.39 Lakhs to institutions that work in the area of healthcare development.

The total amount spent by the Company towards CSR activities during the year is Rs,788.19 Lakhs. Your Company is proud to exceed its mandated CSR spending for the year.

A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure - A” of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company - ‘www.pfizerindia.com''.

WHISTLE BLOWER / VIGIL MECHANISM

Your Company has established a Whistle Blower / Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The said Policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors. The E-mail ID for reporting genuine concerns is: ‘corporate.compliance@pfizer.com''. In appropriate and exceptional cases, concerns may be raised directly to the Chairman of the Audit Committee at ‘Chairman.IndiaAuditcom@pfizer.com''. A quarterly report on the whistle blower complaints received and action taken thereon is placed before the Audit Committee for its review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Vivek Dhariwal (DIN: 02826679) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Ms. Lu Hong (DIN: 07358719), resigned as Non-Executive Woman Director from the Board of the Company with effect from November 4, 2016. Your Directors wish to place on record their appreciation for the valuable contributions made by Ms. Lu Hong.

The Board of Directors of the Company at their meeting held on November 4, 2016, pursuant to the recommendation of Nomination and Remuneration Committee, appointed Dr. Anurita Majumdar (DIN: 05291758) as an Executive Director, Medical of the Company with effect from November 4, 2016 for a period of 5 (five) years, subject to the approval of members at the ensuing Annual General Meeting. The Company has received a Notice for candidature as a Director from a Member pursuant to Section 160 of the Act.

The Board of Directors of the Company at their meeting held on January 30, 2017, pursuant to the recommendation of Nomination and Remuneration Committee, appointed Mr. Ravi Prakash Bhagavathula (DIN: 07282100) as an Executive Director, Finance of the Company with effect from January 30, 2017, for a period of 5 (five) years, subject to the approval of members at the ensuing Annual General Meeting. The Company has received a Notice for candidature as a Director from a Member pursuant to Section 160 of the Act.

The Board of Directors of the Company at their meeting held on May 6, 2017, pursuant to the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Vivek Dharival (DIN: 02826679) as an Executive Director, Technical Operations of the Company with effect from May 21, 2017, for a period of 5 (five) years, subject to the approval of members at the ensuing Annual General Meeting.

All Independent Directors have given the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Performance Evaluation

The Company has devised a Performance Evaluation Framework and Policy, which sets a mechanism for the evaluation of the Board, Board Committees and Directors.

Performance Evaluation of the Board, Committees and Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

The performance evaluation of each individual directors, the Board and Committees was carried out through deliberations. The said performance evaluation was done based on the parameters stated in the templates designed under the aforesaid Framework and after taking into consideration the guidance note issued by the Securities and Exchange Board of India on January 5, 2017.

Independent Directors’ Meeting

One Meeting of the Independent Directors was held on May 6, 2016, without the presence of the Executive Directors and Management Personnel. At the Independent Directors Meeting held on May 6, 2016, the Independent Directors carried out performance evaluation of Non-Independent Directors and the Board of Directors as a whole, performance of Chairman of the Company, the quality, content and timeliness of flow of information between the Management and the Board, based on the Performance Evaluation framework of the Company. All the Independent Directors were present at the aforesaid Meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has in place a Familiarization Program for Independent Directors to provide insights into the Company''s business to enable them contribute significantly to its success. The Executive Directors and Senior Management make presentations periodically to familiarize the Independent Directors with the strategy operations and functions of the Company. Your Company also circulates news and articles related to the Industry and provide specific regulatory updates to the Independent Directors on a regular basis.

A brief summary of the major Familiarization Programs carried out during the year for the Independent Directors is given below:

Sr.

No.

Particulars of the Programs / Presentations

Date

No. of Hours Duration(Hrs)

1.

Presentation on business update and regulatory developments

October 17, 2016

1.5

2.

Meeting with Ms. Janine Small, Regional President for discussion on the Pfizer''s outlook for India.

October 27, 2016

1.5

3.

Presentation on the Medical Affairs Division

November 4, 2016

0.5

4.

Presentation on the Goods and Service Tax and ERP implementation

November 4, 2016

1

5.

Presentation on Business Strategy

January 30, 2017

1.5

Total Duration (Hours)

6

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy is annexed herewith as “Annexure - B”.

Meetings of the Board

The details of the meetings of the Board and Committees are provided in the Corporate Governance Report (Annexure H to the Board''s report). DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 2 and 3 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

RISK MANAGEMENT POLICY

The details pertaining to the Risk Management Policy are included in the Corporate Governance Report, which forms part of this Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company had entered into materially significant related party transactions with Pfizer Export Company, Ireland, Pfizer Innovative Supply Point Intl BVBA, Belgium and Pfizer Service Company BVBA, Belgium for purchase of raw materials, bulk drugs and finished goods. The same are within the limits duly approved by the members at the 63rd Annual General Meeting for Pfizer Export Company, Ireland and 65th Annual General Meeting for Pfizer Innovative Supply Point Intl BVBA, Belgium and Pfizer Service Company BVBA, Belgium.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee for approval and before the Board for consideration and noting.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website ‘www.pfizerindia.com''. The we blink for the Policy is http://www.pfizerindia.com/eNewsWebsite/investor/pdf/Revised % 20Related % 20Party % 20Transaction % 20Pol icy % 20 -%20Pfizer%20website.pdf

None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Rules made there under, particulars of transactions with related parties as required under Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed herewith as “Annexure - C”.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any loans, guarantees and investments for the financial year ended March 31, 2017.

DEPOSITS FROM PUBLIC

During the financial year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

OTHER INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure - D”.

A table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, (“the Act”) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as “Annexure - E”.

The information required pursuant to Section 197(12) of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this Report. However, as per the provision of Sections 134 and 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of such statement may write to the Company Secretary at the Company''s Registered Office.

The Company does not have any subsidiary company or associate company or joint venture company.

AUDITORS

The Auditors, Messrs. B S R & Co. LLP, were appointed as Statutory Auditors to hold office for a term of 3 (three) years from conclusion of 63rd Annual General Meeting till the conclusion of the 66th Annual General Meeting subject to ratification by members at every subsequent Annual General Meeting. Accordingly, the Statutory Auditors Messrs. B S R & Co. LLP would be completing their maximum term permitted under Section 139 of the Companies Act, 2013 and the Rules made thereunder at the ensuing Annual General Meeting.

The Auditor''s Report for the financial year ended March 31, 2017 do not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company at their meeting held on May 6, 2017 have recommended, the appointment of Messrs. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the statutory auditors of the Company. Messrs. Walker Chandiok & Co LLP have confirmed their eligibility for appointment under Section 139 read with Section 141 of the Companies Act, 2013.

Messrs. Chandiok & Co LLP, will hold office for a period of 5 (five) consecutive years from the conclusion of the ensuing 66th Annual General Meeting of the Company till the conclusion of the 71st Annual General Meeting, subject to ratification by shareholders at every subsequent Annual General Meeting.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost audit records maintained by the Company is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs. RA & Co., to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs,11.50 Lakhs. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Messrs. RA & Co., Cost Auditors is included at Item No. 10 of the Notice convening the Annual General Meeting.

The Company has filed the Cost Audit Report for Formulations and Compliance Report for the financial year ended March 31, 2016 on September 27, 2016, which is within the stipulated timeline prescribed under the applicable regulations. The Cost Audit Report for Formulations for the financial year ended March 31, 2017 is due to be filed by September 27, 2017.

Messrs. R. A. & Co., have confirmed their eligibility to be the Cost Auditors and have been appointed to conduct Cost Audit of the Company''s records for the financial year ending March 31, 2018. The remuneration is subject to ratification by the shareholders.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs. Saraf & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure - F”. The Secretarial Auditor Report for the financial year ended March 31, 2017 does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as “Annexure - G”.

CORPORATE GOVERNANCE & BUSINESS RESPONSIBILITY REPORTING

A Report on Corporate Governance along with a Certificate from Messrs. B S R & Co. LLP, regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report and annexed herewith as “Annexure - H”.

A Business Responsibility Report as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by your Company from an environmental, social and governance perspective, forms part of this Report and annexed herewith as “Annexure-I”

CAUTIONARY NOTE

Certain statements in respect to Management Discussion and Analysis may be forward looking and are stated as required by the applicable laws and regulations. The future results of the Company may be affected by many factors, which could be different from what the Directors envisage in terms of future performance and outlook.

ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company''s suppliers and business associates. Your Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its Management.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company, Pfizer Inc. USA.

For and on behalf of the Board of Directors

R. A. Shah

Mumbai, July 29, 2017

Chairman


Mar 31, 2015

TO THE MEMBERS

The Directors take pleasure in presenting this 64th Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2015. The Company operates only in one business segment viz., "Pharmaceuticals" and this Report covers its Pharmaceutical business performance. The audited figures given hereunder for the financial year under review and the previous year are not comparable, as the current year includes figures of Wyeth Limited which amalgamated with the Company effective 1st December, 2014. The prior year figures are only of standalone Pfizer Limited. The Appointed date for the said Amalgamation was 1st April, 2013.

DIVIDEND

Your Directors recommended a dividend of Rs.12.50 per share (125%) for the period under review. The dividend payout will be Rs.5,718 Lakhs and the dividend distribution tax payable by the Company would amount to Rs.1,154 Lakhs. This aggregates to Rs.6,882 Lakhs.

FINANCIAL HIGHLIGHTS

Rs in lakhs Year ended Year ended 31st March,2015 31st March, 2014

RevenuefromOperations 182,774 100,427

Operatingandotherlncome 9,292 21,692

Profit Before Tax and Exceptional ltems 31,846 33,958

Exceptional Items (Expenses) /Income (8,045) -

ProfitBeforeTax 23,801 33,958

Less: Taxation

CurrentTax 15,100 11,304

Deferred Tax (Credit)/Debit (1,332) 568

Profit before impact of Scheme of Amalgamation 10,034 22,086

ImpactofSchemeofAmalgamation (3,052) -

Profit for the year after impact of Scheme of Amalgamation 6,982 22,086

BalanceofProfitfromPriorYears 30,387 136,197

Surplus available for Appropriation 37,369 158,283

Appropriations:

Transfer to General Reserve - 2,209

Adjustment on account of Depreciation 19 -

Interim Dividend - 107,429

Proposed Dividend 5,718 -

Tax on Dividend 1,164 18,258

Surplus as per Balance Sheet 30,467 30,387

The Scheme of Amalgamation of Wyeth Limited with the Company ("the Scheme") received approval of the Hon''ble High Court of Judicature at Bombay on 31st October, 2014 and, subsequent to approvals by other relevant regulatory authorities, the Scheme has become effective 1st December, 2014. Since the Scheme received all the requisite approvals after the financial statements for the year ended 31st March, 2014 were adopted and approved by the shareholders of the respective companies, the impact of amalgamation has been given in the current financial yearwith effect from the appointed date i.e., 1st April, 2013.

In terms of the Scheme of Amalgamation, your Company allotted and issued 15,906,292 equity shares of Rs.10/- each to the shareholders of Wyeth Limited. Accordingly, the paid up equity share capital of your Company now stands increased to Rs.4,575 Lakhs.

Your Company''s net sales for the year ended 31st March, 2015 was Rs.182,774 Lakhs. Your Company achieved a Net Profit of Rs.10,034 Lakhs before giving effect to the Scheme.

The Company had announced a Voluntary Retirement Scheme ("VRS") during the year under review in its Plant at Thane. The expenses in relation to VRS and other related costs are reflected as Exceptional item.

As stated earlier, the audited figures for 31st March, 2015 are not comparable with that of 31st March, 2014. However, on a like to like comparison, the pharmaceutical revenue from operations for the year under review was Rs.182,774 Lakhs as compared to Rs.163,223 Lakhs in the previous year, registering a growth of 12%. Higher expenses and depreciation/amortization as a result of amalgamation have impacted profit from operations for the year.

Profit after tax has been impacted by the comparatively lower bank interest income and higher expenses. On a like to like comparison, Profit from operations for the year after adjusting for the incremental impact on depreciation / amortization and other income would be Rs.37,032 Lakhs, reflecting a growth of17% overthe previous year ended 31st March, 2014.

The profit for the year ended 31st March, 2014 of erstwhile Wyeth Limited ofRs.8,792 Lakhs, depreciation on tangible assets, amortization of goodwill and intangible assets arising from the amalgamation for the period 1st April, 2013 to 31st March, 2014, aggregating to Rs.11,844 Lakhs, have been accounted for in the current year''s statement of profit and loss. Accordingly, the profit for the year under review after giving effect to the Scheme was Rs.6,982 Lakhs.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. S. Sridhar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. AijazTobaccowalla, Managing Director has been offered a global role with Pfizer Inc. USA which he intends to accept. He will continue in his current position as the Managing Director until his successor has been appointed by the Board of Directors of the Company. Mr.Aijaz Tobaccowalla was appointed as the Managing Directorforthe period of 3 years effective 16th August, 2012.

The Board of Directors at the meeting held on 14h February, 2015, based on the recommendation of Nomination and Remuneration Committee appointed Mr. Sunil Lalbhai as an Additional Director who will hold the office till the date of the ensuing Annual General Meeting. The Board of Directors at the said meeting also appointed Mr. Sunil Lalbhai as an Independent Director for a term of five years with effect from 14h February, 2015, subject to the approval of the members at the ensuing Annual General Meeting.

The Board of Directors at their meeting held on 14h February, 2015, based on the recommendation of Nomination and Remuneration Committee, appointed Dr. Lakshmi Nadkarni as an Additional Director who will hold the office till the date ofthe ensuing Annual General Meeting. The Board of Directors at the said meeting also appointed Dr. Lakshmi Nadkarni as a Whole-time Director for a period of five years with effect from 14h February, 2015, subject to the approval ofthe members at the ensuing Annual General Meeting.

All Independent Directors have given the declarations that they meet the criteria of independence as laid down under Section 149(5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Performance Evaluation

The Company has devised a Performance Evaluation Framework and Policy, which sets a mechanism for the evaluation of the Board, Board Committees and Directors.

Performance Evaluation of the Board, Committees and Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Frameworkand Policy.

Independent Directors'' Meeting

Two Meetings of the Independent Directors were held on14h February, 2015 and 5th May, 2015, without the presence of the Executive Directors or management personnel. On 5th May, 2015, the Independent Directors carried out performance evaluation of Non- Independent Directors and the Board of Directors as a whole, performance of Chairman ofthe Company, the quality, content and timelines of flow of information between the Management and the Board, based on the Performance Evaluation framework of the Company. All the Independent Directors were presentatthe aforesaid Meetings.

Nomination and Remuneration Policy

The Board has on the recommendation ofthe Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy is annexed herewith as

"Annexure - B".

Meetings of the Board

During the year, five Board Meetings and five Audit Committee Meetings were held and convened. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 ofthe Listing Agreement.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) ofthe CompaniesAct, 2013:

a. that in the preparation ofthe annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with properexplanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at31st March, 2015 and ofthe profit of the Company forthe year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. thatthe annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and thatthe financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details pertaining to Familiarization Programme for Independent Directors are included in the Corporate Governance Report, which forms part of this Report.

RISK MANAGEMENT POLICY

The details pertaining to the Risk Management Policy are included in the Corporate Governance Report, which forms part of this Report. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company had entered into materially significant related party transactions with Pfizer Export Company, Ireland for purchase of raw materials, bulk drugs and finished goods. The same is within the limits duly approved by the members at the 53rd Annual General Meeting.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee for approval and before the Board for consideration and noting.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website ''www.pfizerindia.com''. The weblinkforthe Policy is http://www.pfizerindia.com/eNewsWebsite/ investor/pdf/Related%20Party%20Transaction%20Policy.pdf

None ofthe Directors have any material pecuniary relationships ortransactions ws-a-wsthe Company.

Pursuant to Section 134 of the Companies Act, 2013 and Rules made thereunder, particulars of transactions with related parties as required under Section 188(1) ofthe CompaniesAct, 2013, in the prescribed Form AOC-2 is annexed herewith as "Annexure - C".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any loans, guarantees and investments forthe financial year ended 31st March 2015.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

OTHER INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - D".

A table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure - E".

The information required pursuant to Section 197(12) of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this Report. However, as per the provision of Sections 134 and 135 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members atthe Registered Office ofthe Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of such statement may write to the Company Secretary at the Company''s Registered Office.

AUDITORS

The Auditors, Messrs. B S R & Co. LLP, were appointed as Statutory Auditors to hold office for a term of 3 (three) years from conclusion of 63rd Annual General Meeting till the conclusion of the 66th Annual General Meeting subject to ratification by members at every subsequent Annual General Meeting.

The appointment of Messrs. BSR&Co. LLP will be placed before the members at this Annual General Meeting for ratification.

COST AUDITORS

Pursuant to Section 148 ofthe Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the costaudit records maintained by the Company is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs. RA &Co., to audit the cost accounts ofthe Company for the financial year 2015-15 on a remuneration of Rs.10.40 Lakhs. As required under the CompaniesAct, 2013, the remuneration payable to the CostAuditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Messrs. RA & Co., CostAuditors is included at Item No. 8 ofthe Notice convening theAnnual General Meeting.

The Company has filed the Cost Audit Report for Formulations and Compliance Report for the financial year ended 31st March, 2014 on 24th September, 2014, due date being 27th September, 2014. The Cost Audit Report Formulations and Compliance Report for the financial year ended 31st March, 2015 is due to be filed by 27th September, 2015.

Messrs. R.A.& Co., have confirmed their eligibility to be the CostAuditors and have been appointed to conduct Cost Audit ofthe Company''s records forthe financial year ending 31st March, 2015. The remuneration is subject to ratification by the shareholders.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs. Saraf & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure - F".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure - G".

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from Messrs. B S R & Co. LLP, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forms part of this Report and annexed herewith as "Annexure - H".

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company''s suppliers and business associates. Your Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its Management.

Your Directors wish to place on record theirappreciation forthe supportand guidance provided by its Parent Company, Pfizer Inc. USA.

For and on behalf of the Board of Directors

R.A. Shah Mumbai, 12th June, 2015 Chairman


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting this 62nd Annual Report together with the Audited Accounts for the year ended 31st March, 2013. Your Company has, on 2nd April, 2012 transferred its animal health business to its wholly-owned subsidiary and hence the audited figures for the financial year under review with the previous year are not comparable. The prior year''s figures in the financial statements have been regrouped/rearranged where necessary.

DIVIDEND

Your Directors recommend a dividend of Rs.32.50 per equity share (325%) for the financial year ended 31st March, 2013 which includes a one-time special dividend of Rs.20.00 per equity share (200%) in view of the gain on sale of the animal health business. The proposed dividend, if approved at the ensuing Annual General Meeting, will aggregate to Rs.9699 Lakhs and the tax on distributed profits payable by the Company would amount to Rs.1648 Lakhs.

FINANCIAL HIGHLIGHTS

Your Company''s revenue from operations for the year under review stood at Rs.94798 Lakhs as compared to Rs.101732 Lakhs in the previous year. As highlighted earlier, the previous year''s figures are not comparable in view of the divestment of the animal health business on 2nd April, 2012. On a comparable basis, i.e., excluding animal health sales from the previous year, the Company''s Pharmaceutical sales grew at 4%.

For the year under review, your Company achieved a Profit Before Tax of Rs.69377 Lakhs as compared to Rs.27753 Lakhs for the previous year. On a comparable basis, i.e., after excluding the profit attributable to the animal health business in the previous year, the Profit Before Tax and Exceptional Items grew by 6%.

The Company made a gain of Rs.38252 Lakhs on account of sale of the animal health business to Pfizer Animal Pharma Private Limited (PAPPL), the erstwhile wholly-owned subsidiary of the Company and Rs.3160 Lakhs on account of transfer of investment in PAPPL.

The Company reported Other Income of Rs.10524 Lakhs for the year under review showing an increase of 13% over the previous year.

Rs. in Lakhs Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Revenue from Operations 94798 101732

Operating and other Income 20733 16870

Profit Before Tax and Exceptional Items 28407 27790

Exceptional Items (Expenses)/Income 40970 (37)

Profit Before Tax 69377 27753

Less: Taxation

Current Tax 19543 9447

Deferred Tax (Credit)/Debit (486) (155)

Profit After Tax carried to Balance Sheet 50320 18461

Balance of Profit from Prior Years 102256 89977

Surplus available for Appropriation 152576 108438

Appropriations:

Transfer to General Reserve 5032 1846

Proposed Dividend 9699 3730

Tax on Dividend 1648 605

Surplus as per Balance Sheet 136197 102257

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. R.A. Shah retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Sunil Madhok, Executive Director - Business Operations, retired from the services of the Company with effect from 31st January, 2013 and has also resigned from the Board of Directors effective the said date. Your Directors wish to place on record their appreciation for the valuable contributions made by Mr. Madhok.

At the 61st Annual General Meeting of your Company, Mr. Aijaz Tobaccowalla was appointed as Managing Director of the Company with effect from commencement of business on 16th August, 2012, subject to the approval of the Central Government, which has been received.

The Board of Directors at their meeting held on 14th May, 2013 appointed Mr. S. Sridhar as Additional Director pursuant to Section 260 of the Companies Act, 1956 ("the Act") who will hold office till the date of the ensuing Annual General Meeting. The Company has received a notice for his candidature as a Director from a member pursuant to Section 257 of the Act. The Board of Directors at their meeting held on 14th May, 2013 also appointed Mr. S. Sridhar as a Whole-time Director of the Company for a period of 5 years. Mr. Sridhar''s appointment and remuneration are being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49IV(G) of the Listing Agreement is given in the Notice of the 62nd Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit of the Company for that period.

iii. Your Directors have taken proper and sufficient care for the 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 fraud and other irregularities.

iv. Your Directors have prepared the attached Statement of Accounts for the financial year ended 31st March, 2013, on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Company has taken requisite steps to comply with the recommendations concerning Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A separate report on Corporate Governance forms part of this Annual Report.

SUBSIDIARY COMPANY

Members are aware that your Company had incorporated a wholly-owned subsidiary in the previous year viz., Pfizer Animal Pharma Private Limited for the purpose of divesting its Animal Health business. On 7th December, 2012, your Company transferred its 100% ownership in the said subsidiary to Pfizer Animal Health India Limited, a 100% indirect subsidiary of Pfizer Inc., USA, for a consideration of Rs.47160 Lakhs. Accordingly, Pfizer Animal Pharma Private Limited ceased to be your Company''s subsidiary effective 7th December, 2012.

OTHER INFORMATION

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information pertaining to Conservation of Energy, Technology Absorption and Exports is given as Annexure to this Report. The information required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per provision of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Company''s Registered Office.

AUDITORS

The Auditors, M/s. B S R & Co., retire at the conclusion of this Annual General Meeting and offer themselves for re-appointment. M/s. B S R & Co. have confirmed their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956.

M/s. B S R & Co., if appointed, will hold office up to the conclusion of the next Annual General Meeting of the Company.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956, read with General Circular No. 2/2013 dated 31st January, 2013 issued by the Ministry of Corporate Affairs, companies were required to file their Cost Audit Reports and Compliance Reports by 28th February, 2013. The Company filed the said Reports for the financial year ended 31st March, 2012, on 31st January, 2013.

The Cost Audit Report for the financial year ended 31st March, 2013 is due to be filed by 27th September, 2013. M/s. RA & Co., who have confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956, have been appointed as Cost Auditors to conduct Cost Audit of the Company''s records for the year ending 31st March, 2014.

ACKNOWLEDGEMENTS

Your Directors record their sincere appreciation to the Company''s employees at all levels for their dedication and commitment throughout the year.

Your Directors would like to place on record their appreciation for the support and assistance extended by all its external stakeholders. Your Directors are also thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its Management.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company, Pfizer Inc., USA.

For and on behalf of the Board of Directors

of Pfizer Limited

R.A. SHAH

Mumbai, 26th July, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting this 61st Annual Report together with the Audited Accounts for the year ended March 31, 2012. The Report reviews the Company's operations covering Pharmaceutical and Animal Health Products. The audited figures given hereunder for the financial year under review and the previous period are not comparable, as the current period is for 12 (twelve) months from 1st April, 2011 to 31st March, 2012, while the previous period was for a period of 16 (sixteen) months from 1st December, 2009 to 31st March, 2011. The prior year's figures in the financial statements have been regrouped/re-arranged where necessary.

DIVIDEND

Your Directors recommended a dividend of Rs12.50 per share (125%) for the period under review. The dividend payout will aggregate to Rs 3730 Lakhs and the tax on distributed profits payable by the Company would amount to Rs 605 Lakhs.

FINANCIAL RESULTS

Your Company's net sales were Rs 101730 Lakhs recording a growth of 13% on an annualised basis. Your Company achieved a Net Profit of Rs 18461 Lakhs showing an increase of 8.75% on an annualized basis.

Rs in Lakhs

Particulars Year ended 16 Months Period March 31, 2012 ended March 31, 2011

Sales (Net of Excise Duty & Sales Tax) 101730 116956

Operating and Other Income 16870 17579

Profit Before Tax and Exceptional Items 27790 34764

Exceptional Items (Expenses)/Income (37) (303)

Profit Before Tax 27753 34461

Less: Taxation

- Current Tax 9447 12631

- Fringe Benefit Tax - -

- Deferred Tax (Credit)/Debit (155) (804)

Profit After Tax 18461 22634

Balance of Profit from Prior Years 89977 75329

Surplus available for Appropriation 108438 97963

Appropriations:

Transfer to General Reserve 1846 2263

Interim Dividend - 3730

Proposed Dividend 3730 1194

Tax on Dividend (proposed dividend & interim dividend) 605 799

Balance carried to Balance Sheet 102257 89977

PHARMA INDUSTRY OVERVIEW & OUTLOOK

India is at an exciting phase where the challenging dynamics of growth provide opportunities to innovate and progress. As a country, we continue to battle inflation with Gross Domestic Product (GDP) growth projected to dip below 6.9 percent in 2011-12 from 8.4 percent growth achieved during the two preceding years. The pharmaceutical industry however retains a healthy growth rate despite signs of deceleration in the larger economy. The audited pharmaceutical market in India grew by 16.34 percent to reach USD 13.3 billion in 2011-12 (Source: IMS MAT March 2012). The retail sector accounted for USD 11.2 billion and grew at 15.02 percent, while the hospital sector accounted for USD 1.3 billion and grew by 28.3 percent , (Source: IMS MAT March 2012). IMS ranks Indian pharmaceutical industry 14th in terms of value and 3rd in volume globally (Jan-Dec 2011).

A kaleidoscopic view of India in the coming years show favourable demographics that will fuel the growth of the healthcare and pharmaceutical sector - rising disposable income levels, increasing population and shift in disease patterns. Yet on the other hand, private expenditure on health as a percentage of total expenditure on health is 69.7 percent (2009) as per World Health Statistics 2012 by WHO. Health care - both at primary and secondary level will be driven by private providers. Changes in lifestyle, morbidity patterns and increasing penetration of private hospital based health care services will all call for a dynamic and evolving approach to healthcare. The pharmaceutical industry will have to seize the opportunities and challenges that this change will stimulate and will have to find innovative ways to address them. Ernst & Young has forecast that India will be one of the top 10 pharmaceutical markets in the world by 2015, along with Brazil and China.

Given the present inequities that exist in healthcare, the pharmaceutical industry will need to consolidate its growth story by expanding beyond cities to smaller towns.

OPPORTUNITIES, THREATS, RISKS & CONCERNS

The Government website on 'India - Opportunities - a guide to do business in India' states that 'the government, along with participation from the private sector, is planning to invest USD 1 billion to USD 2 billion in an effort to make India one of the top five global pharmaceutical innovation hubs by 2020. This clearly emphasizes the opportunities that will unfold for pharmaceutical sector in the coming years. Growth drivers like increased awareness of health care technology and focus on accessibility will drive innovation for the industry. The promising intent shown by the government when coupled with other pieces of the health pie like health insurance, improved health care delivery and diagnostic services can be harnessed to redefine the contributions of pharmaceutical sector for a healthier India.

The pharmaceutical sector will continue to attract investments with Mergers & Acquisitions paving growth; giving it substantial value. However, the recent government curbs on FDI in pharma will keep the M&A story in the background with India well missing the bus. Policy reforms are critical to ensure the growth of the pharmaceutical sector but the recent regulatory uncertainties like the proposed new drug policy coupled with the policy paralysis and economic downturn could cripple the growth curve.

The need of the hour is to develop integrated approaches to provide solutions that go beyond the pill and bring in value across the health care delivery chain. The intent of the government needs to be translated into increased budgetary spends on healthcare, R&D, positive reforms for the pharmaceutical sector and by ensuring transparent processes and systems that provide a level field for all players in the sector. Unless that happens, reforms will be fragmented, thus denying the vast population the benefit of innovation and research based quality drugs that the industry can bring to the country.

REVIEW OF OPERATIONS - BUSINESS SEGMENT: PHARMACEUTICAL

Your Company continued to record double digit growth for the year under review and has grown faster than the therapeutic segments in Respiratory, Pain, Neuro CNS (Source: IMS TSA MAT MAR '12) Currently, your Company is growing at 12.6% and has a market share of 2.3% (Source: IMS-TSA MAT MAR '12). As was the case last year, a significant proportion of the growth has come from increased volumes by revitalizing growth in core brands. Our current portfolio includes some of India's best known brands, with six of our key brands being in the list of top 100 brands in the industry.

Your Company's aggressive investment in geographic expansion, increased focus on key prescribers and emphasis on performance management has resulted in increased market share of these brands.

The pharmaceutical division has been aligned and is better positioned to address our customer needs. In addition to new products, your Company also entered into chronic segments such as neuroscience which is one of the fastest growing markets in India. Given the high prevalence of neuropsychiatric illness and low awareness and diagnosis, this segment can drive growth for your Company. The Pfizer Neuroscience team have a 150 strong field force with an augmented and fortified portfolio consisting of branded generics and global brands.

The business imperative of the Rx to OTC Business Unit (BU) is to engage three stakeholders - doctors, trade channel partners like stockists, pharmacies and consumers through a revitalized and augmented Rx to OTC portfolio for wellness and common ailments. This BU has a presence in Gastro, Cough, Food Supplement and Personal Care. The key growth drivers for this BU are lifecycle management of existing mature products like Gelusil and Corex Dx, launch of new Branded Value Offerings (BVOs) to augment the portfolio, focus on customer reach and customer engagement.

Some of the Company's established brands like Corex, Becosules, Minipress XL, Lyrica, Gelusil showed double digit growth. The slow down in the Anti - infective segment impacted Magnex Growth during the year and we expect that this trend will soon be reversed. Your Company has launched 26 Branded Value Offerings (BVOs) during the year under review mainly in the anti- infective, analgesic, CNS, CVS and diabetes segment. The Pharmaceutical Segment of your Company recorded a growth of 14%. Consequent to the global termination of the agreement with Biocon, the Company withdrew Insulin products from the market which had a marginal impact on the revenue and cost.

BUSINESS SEGMENT: ANIMAL HEALTH

Indian animal health market is growing at 5% growth rate. Dairy, Poultry and Companion animals are three major verticals that make up more than 95% of the market. During the financial year under review, your Company's Animal Health division recorded a revenue growth of 12% on an annulized basis.

The Dairy Sector in India is one of the fastest growing in the world, with milk production growing at a CAGR of 3.5% over the last decade. Considering the demands of the growing population, the country is going to need 172.2 MMT of milk by 2021-22. The Government has plans to ramp up per capita milk productivity in the country to WHO standards, and has already initiated the process of growth enablers, in the form of the National Dairy Plan, with special emphasis on increasing productivity of dairy animals, improving genetic potential of the animals, improving access to fodder and market penetration by creating and improving the broad-based veterinary infrastructure in the country. These initiatives will help in achieving the dual objective of self sufficiency in domestic milk production and inclusive growth in rural areas. Growth opportunities are being leveraged through field force expansion to increase market reach.

India ranks 3rd in global egg production and 5th in global broiler meat production.Population rise, increasing incomes and lower prices are key growth drivers. Growing influence of food service and retail chains on poultry production and end-consumer preferences are slowly shifting from live bird markets to processed and chilled products. Biological products are a focus area of the Poultry team.

The Companion Animal business is growing at 12% per annum and Pfizer continues to be a major player in the biological segment. Growth stimulators in this segment are the need for companionship, higher disposable income, responsible pet ownership and media attention. Targeted focus on the top brands and improved market penetration has yielded positive results for the business during the year under review.

In July 2011, Pfizer Inc, USA, ("Pfizer") the Ultimate Holding Company, announced that it was reviewing strategic alternatives for its global animal health business. In connection with the strategic review Pfizer undertook certain internal reorganization steps that were intended to give Pfizer the broadest possible flexibility to pursue a range of possible transactions in the future.

On April 2, 2012, your Company transferred its Animal Health Business to its wholly owned subsidiary, Pfizer Animal Pharma Private Limited by way of a slump sale for a consideration of Rs 440 crores, subject to adjustment for working capital.

BUSINESS SEGMENT: SERVICES - CLINICAL OPERATIONS

The Clinical Operations group is responsible for all clinical trials conducted by the Company within the country. The Clinical Operations group comprises four segments: Study Management; India Regional Monitoring Group; Business Operations and Clinical Quality Services. Your Company has contributed greatly to the development of clinical research in the country and holds a position of leadership in this area. Initiatives such as the establishment of preferred research centers, core research sites and earning trust initiative helped to establish training partnerships that are key to Pfizer's commitment to develop research capacity and supporting scientific and medical professionalism.

Your Company has partnered with other pharmaceutical companies, contract research organizations and investigators through the Indian Society for Clinical Research (ISCR) - a professional society aimed at raising the standards of clinical research in the country as well as Academy for Clinical Excellence.

MEDICAL RESEARCH DIVISION:

Medical Affairs and Research (MAR) Division consists of about 50 medical doctors that represent the medical conscience of your Company and they support scientific presentations to the medical community, investigator- initiated research, medical information, design of local clinical programs and scientific engagements with physicians to the product training of sales force and new product evaluations.

The medical team is responsible for ensuring compliance of promotional practices to international and local industry standards as well as regulatory requirements. The team also provides medical support to regulatory registration as well as safety review and labeling activities.

Notable contributions have been made by MAR Division in evaluation, differentiation and positioning of Branded Value Offerings and medico-marketing activities for in- line and line extensions.

This year, a team of Medical Research Specialists was taken on board to focus on knowledge dissemination to clinicians and improve health outcomes for patients. The key initiatives of the MAR Division were focused around World Kidney Day in March, World Hypertension Day in May, World Heart Day in September and World Diabetes Day in November. Around these days, activities like patient awareness camps, Continuous Medical Education (CME) programs and educational sessions were conducted in institutions and teaching hospitals. By associating with these events throughout the year, the Company emphasized on the management of hypertension and also on protecting the vital organs that may be affected by hypertension thus projecting our vision of working together for a healthier world. A novel concept of antibiotic stewardship was disseminated this year by conducting international speaker programs and advisory board meetings. The Medical Division also contributed to overall leadership development in physicians through LOGOS initiative and a number of other therapy shaping activities.

Noteworthy contributions were made for the Rx to OTC BU through initiation of CMEs for their doctors for the first time on "Clinical Insights - Cough Management", which was highly appreciated by the physicians.

HUMAN RESOURCES DIVISION

Globally, the HR function was involved in redesigning the HR structure and processes to make the function more agile and adaptable to deliver HR solutions to the business. Some of the initiatives made are HR Operating Model, Global Shared Service, Talent Acquisition, OWN IT Culture. While being aligned to our budgetary commitments, we are also committed to standardization, automation and consolidation of processes to efficiently and effectively manage an increasing workforce across multiple locations.

Diversity

To further the objective of Diversity through Women's Allies (DIWA), a three-year-old program to harness the unique potential of women, your Company established an India Women's Council. It has three work streams - one focused on attracting and engaging women in sales; and the second to engage women customers who are becoming important decision makers in Indian healthcare. The third work stream, which focuses on networking and communication, created a women's blog and conducted several career guidance workshops during the year. A training program on 'Empowering women for Field Force Effectiveness' customized for women sales colleagues has been launched with the support of business units and enabling functions.

Talent Management Process

Your Company has a robust talent management process, supported by on-line assessment and development resources, to ensure that we have the right people to take the company forward. Colleagues in the Talent Pool are involved in high level projects identified by the organization.

We continue our practice of infusing good talent, by inducting Management Graduates from leading India business schools and putting them through a year-long structured program.

Employee Relations

Overall, Employee Relations were cordial. Your Company's present employee strength is 3151.

MANUFACTURING OPERATIONS

Your Company's manufacturing is an integral part of Pfizer Global Supply Operations which focuses its activities towards ensuring that quality products are available as per business requirements. With more than 150 years of manufacturing experience in markets across the world, your Company today is one of the most trusted names in the manufacture and supply of high quality products in the world.

Your Company has always endeavored to bring newer drugs to the market to improve patient health and contribute to a better standard of living. Last year your Company launched several new Branded Value Offerings (BVOs) and new products.

Manufacturing operations are carried out in full compliance with local statutory laws and Pfizer standards. The Company's continued focus on non-renewable resources has created an excellent model for environmental sustainability. There is a constant emphasis on conservation of resources across manufacturing sites and to reduce waste. The excellent Environment, Health and Safety standards of the Company have earned Pfizer India recognition in the form of ISO 14001:2004 and OHSAS 18001:2007. The ISO 14001 certification reiterates the Company's focus on Environment, Health and Safety.

Your Company's Manufacturing Operations have fully embraced the company-wide culture initiative OWN IT, to create an Ownership culture. This initiative will provide us an opportunity to instill a culture where we can maximize our potential. The new initiative revolves around Owning the Business and Winning at the Market place with a focus on results and creating a culture of trust.

Various initiatives such as Kaizen Schemes, Rewards and Recognition, 'Continuous Improvement' programs, now better known as Operational Excellence (OE) have been initiated and are contributing to employee involvement, improved efficiency and productivity. These initiatives have resulted in successful completion of many Yellow Belt, Green Belt and Black Belt projects. Training and skill enhancement are also ongoing initiatives that are the core of our manufacturing operations.

We value the confidence and faith reposed by the patients in support of 'Pfizer Quality' products. We continue to have a leading portfolio of medicines that prevent, treat and cure diseases across a broad range of therapeutic areas.

CORPORATE AFFAIRS

The Corporate Affairs Function (CAF) is a blend of regulatory and policy shaping activities, coupled with activities that fulfill the Company's strategic role as a conscientious Corporate. Your Company continued to develop innovative partnership programs that demonstrate the Company's support to addressing the challenges of the UN Millennium Development Goals (MDGs). For instance, the Tuberculosis (TB) treatment centre in an urban slum in New Delhi empowers the disadvantaged through intensive education, ensuring treatment compliance and reduction of stigma. In the partnership project by your Company with OpAsha, your Company has supported a TB centre in the urban slums of New Delhi. The Government provides free medicines and services under the National TB Control Program and your Company puts in an investment that together works to educate more than 40,000 urban slum dwellers on the need for proper treatment against TB. OpAsha runs several such centers across the country.

The nearly decade old Arpana Mother and Child Project continues with its focus on holistic approach to healthcare and economic empowerment of the community, the Arpana Mother and Child Project'. The program has had 94 percent coverage for its antenatal check up activities, resulting in better all round healthcare and awareness of health needs of pregnant women and children less than five years of age.

The Community Pharmacy in Orissa has completed one year and your Company in relationship with its partners - the Micro Insurance Academy (MIA) and Mahashakti, has demonstrated the true value of sustainable programs that can run on Private Public Partnership platform. The innovative program establishes your Company's thought leadership to develop sustainable holistic approaches to advance healthcare goals of the country by piloting innovative healthcare access model making quality medicines and service delivery available at remote areas and to empower community in accessing health services.

The goal of The District Integrated Health & Family Welfare Society (DIHFWS), Zilla Parishad, Thane is to improve the availability of and access to quality health care by people, especially for those residing in rural areas, the poor, women and children, in accordance with the National Rural Health Mission (NRHM). The DIHFWS, in partnership with Impact India Foundation (IIF) and your Company is working towards upgrading and maintenance of the Parli Primary Health Centres (PHCs), Parli and Mangrul Sub Centre located in Thane District, Maharashtra. This pilot project is an outcome of your Company's endeavor to enable access to healthcare to remote areas in the country.

CAF in association with OPPI, FICCI, CII and ASSOCHAM continued its engagement of external stakeholders on various policy issues like patents, pricing and FDI. Abiding by the credo 'One voice, One strategy', your Company made several joint representations to senior government officials to enforce the industry dialogue and views on several critical policy areas.

CAF oversaw charitable contributions, product donations and participated in various initiatives to promote corporate governance, environment and social responsibility.

Your Company has been recognized as one of the Best Companies to Work for in India by the Business Today- Indicus-PeopleStrong survey in 2011. This is the second consecutive year in which Your Company has received this recognition from the leading business publication.

The Pharma Leaders Magazine named Your Company as the Multinational Company of the Year 2011 and Managing Director Mr. Kewal Handa as the Business Leader of the Year 2011.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control system, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This is to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded and reported diligently. Your Company's internal control systems are commensurate with the nature and size of its business operations.

An extensive program of Compliance, Control and Risk Team (CCR) further supplements the Company's internal control systems. This is done by the CCR, which is supported by an independent firm of chartered accountants, who review the effectiveness and efficiency of these systems and procedures. The management periodically reviews reports of internal auditors. All significant Internal Audit observations and follow-up actions thereon are brought to the notice of the Audit Committee of the Board and corrective steps recommended for implementation. The Audit Committee of the Board addresses significant issues raised by the CCR, Cost Auditors and Statutory Auditors.

Your Company has a well defined Standard Operating Procedure for identifying and mitigating risks across all divisions of the Company. The Company periodically identifies all risks and prioritizes the major risk and develops appropriate plans for its mitigation. The senior management has ownership of the major risks and its management and mitigation plans.

The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Pradip Shah retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Dr. Bomi Gagrat, Executive Director - Technical Operations, retired from the services of the Company with effect from June 30 2011. Dr. Gagrat continued as Non-Executive Director on the Board with effect from July 1, 2011. Dr. Gagrat resigned from the Board with effect from May 21, 2012. Your Directors wish to place on record their appreciation for the valuable contributions made by Dr. Gagrat.

The Board of Directors at their meeting held on June 28, 2012 appointed Mr. Aijaz Tobaccowalla as Additional Director pursuant to Section 260 of the Companies Act, 1956 ("the Act") who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. Mr. Tobaccowalla's appointment is being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 61st Annual General Meeting.

Mr. Kewal Handa, resigned as the Director and Managing Director of the Company with effect from end of day of August 15, 2012. Your Directors wish to place on record their appreciation for the valuable contributions made by Mr. Handa.

The Board of Directors at the meeting held on June 28, 2012 appointed Mr. Aijaz Tobaccowalla as the Managing Director of the Company with effect August 16, 2012. Mr. Tobaccowalla's appointment and remuneration will be subject to approval of the members at the ensuing Annual General Meeting and also will be subject to approval of the Central Government.

The Board of Directors at their meeting held on May 21, 2012 appointed Mr. Uday Khanna as Additional Director pursuant to Section 260 of the Act, who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. Mr. Khanna's appointment is being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 61st Annual General Meeting.

The Board of Directors at their meeting held on May 21, 2012 appointed Mr. Vivek Dhariwal as Additional Director pursuant to Section 260 of the Act, who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. The Board of Directors at their meeting held on May 21, 2012 also appointed Mr. Dhariwal as a Whole-time Director designated as Executive Director, Technical Operation for a period of 5 years. Mr. Dhariwal's appointment and remuneration are being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 61st Annual General Meeting.

The Board of Directors at their meeting held on May 21, 2012 appointed Mr. Sunil Madhok as Additional Director pursuant to Section 260 of the Act, who will hold office till the date of the ensuing Annual General Meeting. The Company has received his candidature as a Director from a member pursuant to Section 257 of the said Act. The Board of Directors at their meeting held on May 21, 2012 also appointed Mr. Madhok as a Whole-time Director designated as Executive Director, Business Operation for a period of 3 years or till the date of his retirement, whichever is earlier. Mr. Madhok's appointment and remuneration are being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 61st Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following.

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended March 31, 2012 and of the profit of the Company for that period.

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Your Directors have prepared the attached Statement of Accounts for the Financial Year ended March 31, 2012, on a going 'concern basis'.

CORPORATE GOVERNANCE

The Company has taken requisite steps to comply with the recommendations concerning Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A separate report on Corporate Governance forms part of this Annual Report.

SUBSIDIARY COMPANY

As per Section 212 of the Companies Act, 1956 ("the Act") the Company is required to attach the to Directors' Report, Balance Sheet and Statement of Profit and Loss of its Subsidiary. However, the Central Government has granted general exemption from complying with Section 212 of the Act to all companies vide Notification No.5/ 12/2007-CL-III dated February 8, 2011. Further In terms of Para 11 (a) of Accounting Standard (AS 21), the Company is not required to consolidate the accounts of its wholly-owned subsidiary company, Pfizer Animal Pharma Private Limited, since the control of the same is held for a temporary period as a pre-step for subsequent sale/divestment.

In view of the above, the Company has not consolidated the accounts of its subsidiary, which was incorporated on February 10, 2012, and has not attached the Directors' Report, Balance Sheet and statement of Profit & Loss of its Subsidiary. The statement of accounts as on March 31, 2012 and related information of the Subsidiary will be made available upon request by any shareholders of the Company and the Subsidiary. The statement of accounts as on March 31, 2012 of the Subsidiary Company will be available for inspection by any member at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on any working day.

OTHER INFORMATION

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information pertaining to Conservation of Energy, Technology Absorption and Exports is given as Annexure 'I' to this Report.

The information required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Rules framed thereunder forms part of this Report and marked as Annexure 'II'. However, as per provision of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Company's Registered Office.

AUDITORS

M/s. B S R & Co., the Company's Auditors, will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to continue to act as Auditors of the Company for the current year, if re- appointed.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956, necessary application has been submitted to the Ministry of Corporate Affairs, for the appointment of M/s. RA & Co. as Cost Auditors to audit the cost accounts maintained by the Company in respect of Formulations for the year ending March 31, 2013. The Company has filed its Cost Audit Report for the sixteen months ended March 31, 2011 on 26th September, 2011 and the due date for filling the Cost Audit Report for the financial year ended March 31, 2012 is on 27th September, 2012.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company's suppliers and business associates. Your Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its Management.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company, Pfizer Inc., USA.

For and on behalf of the

Board of Directors of Pfizer Limited

R.A. SHAH

Mumbai, June 28, 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting this 60th Annual Report together with the Audited Accounts for the 16 months period ended March 31, 2011. The Report reviews the Companys operations covering Pharmaceutical and Animal Health Products. Members may please note that your Company has changed the Accounting Year of the Company from December 1 – November 30 to April 1 – March 31 with effect from December 1, 2009. The prior years figures in the financial statements have been regrouped / re-arranged where necessary and are strictly not comparable with those of the current period which are for 16 months ended March 31, 2011.

DIVIDEND

During the period under review, your Directors had declared an interim dividend of Rs.12.50 per share (125%)

which was paid to the shareholders on January 31, 2011. Your Directors are pleased to recommend a final dividend of Rs. 4.00 per share (40%) for the period under review. Thus the total dividend payout for the 16 months period ended March 31, 2011 would be Rs. 16.50 per share (165%), aggregating to Rs. 4924 Lakhs and the tax on distributed profits payable by the Company would amount to Rs. 799 Lakhs.

FINANCIAL RESULTS

Your Companys sales (net of excise duty and sales tax) amounted to Rs.116956 Lakhs for the 16 months period ended March 31, 2011. On a 12 months comparison, i.e., March 31, 2010 and March 31, 2011, the sales recorded a growth of 11.5%. Your Company achieved a Net Profit of Rs. 22634 Lakhs for the 16 months period ended March 31, 2011 showing an increase of 24% on an annualised basis.

Rs. in Lakhs

Particulars 16 Months Period Ended 12 Months Ended March 31, 2011 November 30, 2009

Sales (Net of Excise Duty & Sales Tax) 116956 77227

Operating and other Income 17579 10074

Profit Before Tax and Exceptional Items 34764 22093

Exceptional Items (Expenses)/Income (303) (1092)

Profit Before Tax 34461 21001

Less: Taxation

- Current Tax 12631 7705

- Fringe Benefit Tax - 91

- Deferred Tax Credit (804) (483)

Profit After Tax 22634 13688

Balance of Profit from Prior Years 75329 67545

Adjustment on account of amalgamation of erstwhile Duchem Laboratories Limited - (171)

Surplus available for Appropriation 97963 81062

Appropriations:

Transfer to General Reserve 2263 1369

Interim Dividend 3730 -

Final Dividend Proposed 1194 3730

Tax on Dividend (interim & final proposed dividend) 799 634

Balance carried to Balance Sheet 89977 75329

DIRECTORS:

In accordance with the Articles of Association of the Company, Mr. R.A. Shah retires by rotation as a Director at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Richard Gane, who was appointed as a Non-Executive Director at the 57th Annual General Meeting of the Company, resigned from the Board with effect from January 11, 2011. Your Directors wish to place on record their appreciation for the valuable contribution made by Mr. Richard Gane.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the 16 months period ended March 31, 2011 and of the profit of the Company for that period.

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Your Directors have prepared the attached Statement of Accounts for the 16 months period ended March 31, 2011, on a ‘going concern basis.

CORPORATE GOVERNANCE:

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate

Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A separate report on Corporate Governance forms part of this Annual Report.

OTHER INFORMATION:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information pertaining to Conservation of Energy, Technology Absorption and Exports is given as Annexure ‘I to this Report.

The information required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Rules framed thereunder forms part of this Report and marked as Annexure ‘II. However, as per provision of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Companys Registered Office.

AUDITORS:

M/s. B S R & Co., the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to continue to act as Auditors of the Company for the current year, if re- appointed.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956, necessary application is being submitted to the Department of Corporate Affairs for the appointment of M/s. RA & Co. as Cost Auditors to audit the cost accounts maintained by the Company in respect of Formulations for the year ending March 31, 2012.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Companys suppliers and business associates. Your Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its Management.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company, Pfizer Inc., USA.

For and on behalf of the Board of Directors of Pfizer Limited

R.A. SHAH Chairman

Mumbai, May 3, 2011


Nov 30, 2009

The Directors have pleasure in presenting this 59th Annual Report together with the Audited Accounts for the year ended November 30, 2009. The Report reviews the Company’s operations covering Pharmaceutical and Animal Health Products.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.12.50 per share (125%) for the fnancial year ended November 30, 2009. The dividend payout will aggregate to Rs.3730.18 Lakhs and the tax on distributed profits payable by the Company would amount to Rs.634.13 Lakhs.

FINANCIAL RESULTS Rupees in Lakhs

Year Ended Year Ended November 30, 2009 November 30, 2008

Sales (Net of Excise Duty & Sales Tax) 77227 67771

Operating and other Income 9542 9342

Profit Before Tax and Exceptional Items 22093 21066

Exceptional Items (Expenses) / Income (1092) 20790

Profit Before Taxation 21001 41856

Less: Taxation

- Current Tax 7705 12451

- Fringe Benefit Tax 91 228

- Deferred Tax (Credit) / Debit (483) (735)

Profit After Taxation 13688 29912

Balance of Profit from Prior Years 67545 44989

Adjustment on account of amalgamation of erstwhile Duchem Laboratories Limited(171) Surplus available for Appropriation 81062 74901

Appropriations:

Transfer to General Reserve 1369 2991

Proposed Dividend 3730 3730

Tax on Dividend 634 634

Balance carried to Balance Sheet 75329 67545

Your Company’s sales (net of excise duty and sales tax) amounted to Rs.77227 Lakhs (Previous year – Rs.67771 Lakhs) recording an impressive growth of 14% over the previous year. Your Company achieved a Net Profit of Rs.13688 Lakhs as compared to Rs.29912 Lakhs showing a decline of 54%. This decline is mainly due to the impact of Exceptional Income in the previous year. The profit before exceptional items however, recorded an increase of 5%.

DIRECTORS:

In accordance with the Articles of Association of the Company, Dr. Bomi Gagrat retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors at their meeting held on February 25, 2010 re-appointed Mr. Kewal Handa as the Managing Director of the Company for a further period of 5 years or till the date of his retirement, whichever is earlier. Mr. Handa’s appointment and remuneration are being placed before the shareholders for their approval at the ensuing Annual General Meeting The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 59th Annual General Meeting

The Board of Directors at their meeting held on February 25, 2010 appointed Dr. Gagrat as a Whole- time Director designated as Executive Director - Technical Operation for a further period of 3 years or till the date of his retirement, whichever is earlier. Dr. Gagrat’s appointment and remuneration are being placed before the shareholders for their approval at the ensuing Annual General Meeting. The information required to be furnished under Clause 49 IV (G) of the Listing Agreement is given in the Notice of the 59th Annual General Meeting

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, your Directors confirm the following

In the preparation of the Annual Accounts, the applicable accounting standards have been followed

i. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv Your Directors have prepared the attached Statement of Accounts for the year ended November 30, 2009 on a ‘going concern basis’

CORPORATE GOVERNANCE:

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A separate report on Corporate Governance forms part of this Annual Report.

OTHER INFORMATION:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information pertaining to Conservation of Energy, Technology Absorption and Exports is given as Annexure ‘I’ to this Report.

The information required under Section 217(2A) of the Companies Act, 1956 (“the Act”) read with the Rules framed thereunder forms part of this Report and marked as Annexure ‘II’. However, as perprovision of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Company’s Registered Office.

AUDITORS:

M/s. B S R & Co., the Company’s Auditors will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to continue to act as Auditors of the Company for the current year, if re-appointed.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956, necessary applications have been submitted to the Department of Company Affairs for the appointment of M/s. RA & Co. as Cost Auditors to audit the cost accounts maintained by the Company in respect of Formulations for the year ending November 30, 2010.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company’s suppliers and business associates. Your Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its Management.

Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company, Pfizer Inc., U.S.A.

For and on behalf of the Board of Directors

R. A. SHAH Mumbai, March 19, 2010 Chairman

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