Pfizer

We have audited the attached balance sheet of Pfizer Limited (‘the
 Company’) as at 30 November 2008 and also the related profit and loss
 account and cash flow statement of the Company for the year ended on
 that date, annexed thereto. These financial statements are the
 responsibility of the Company’s management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditor’s Report) Order, 2003 (‘the
 Order’) issued by the Central Government of India in terms of sub-
 section (4A) of Section 227 of the Companies Act, 1956, (‘the Act’) we
 enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 a) we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b) in our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) the balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 d) in our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with the Accounting
 Standards referred to in sub-section (3C) of Section 211 of the Act;
 
 e) on the basis of written representations received from directors of
 the Company as at 30 November 2008 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 30 November 2008 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Act; and
 
 f) in our opinion, and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Act, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 i) in the case of the balance sheet, of the state of affairs of the
 Company as at 30 November 2008;
 
 ii) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 iii) in the case of the cash flow statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditors’ Report 30 November 2008
 
 Annexure to the Auditors’ Report – 30 November 2008
 
 (Referred to in our report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years. In our opinion, this periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets. In accordance with this program,
 certain fixed assets were physically verified by the management during
 the year. The discrepancies noticed during physical verification were
 not material and have been adjusted in the books of account.
 
 (c) Fixed assets disposed off during the year were not substantial and
 therefore do not affect the going concern assumption.
 
 (ii) (a) The inventory, except goods-in-transit and stocks lying with
 third parties, has been physically verified by the management during
 the year. In our opinion, the frequency of such verification is
 reasonable. Majority of stocks lying with third parties at the year-end
 have been confirmed.
 
 (b) The procedures for the physical verification of inventory followed
 by the management are reasonable and adequate in relation to the size
 of the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory. The
 discrepancies noticed during the physical verification of inventories
 as compared to book records were not material and have been dealt with
 in the books of account.
 
 (iii) According to the information and explanations given to us, we are
 of the opinion that there are no companies, firms or other parties
 covered in the register required under Section 301 of the Act.
 Accordingly, paragraph 4(iii) of the Order is not applicable.
 
 (iv) In our opinion, and according to the information and explanations
 given to us, and having regard to the explanation that purchases of
 certain items of inventories are for the Company’s specialized
 requirements and suitable alternative sources are not available to
 obtain comparable quotations, there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventories and fixed assets and
 with regard to the sale of goods and services. In our opinion and
 according to the information and explanations given to us, there is no
 continuing failure to correct major weaknesses in internal controls.
 
 (v) In our opinion, and according to the information and explanations
 given to us, there are no contracts and arrangements the particulars of
 which need to be entered into the register required to be maintained
 under Section 301 of the Act.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules prescribed by the Central Government for
 maintenance of cost records under Section 209(1)(d) of the Act in
 relation to products manufactured, and are of the opinion that prima
 facie the prescribed accounts and records have been made and
 maintained. We have not, however, made a detailed examination of the
 records for determining whether they are accurate or complete.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the books of account of the Company,
 undisputed statutory dues including Provident fund, Investor Education
 and Protection fund, Income tax, Sales tax, Wealth tax, Service tax,
 Customs duty, Excise duty and other material statutory dues have
 generally been regularly deposited with the appropriate authorities
 though there has been a slight delay in a few cases. As explained to
 us, the Company did not have any dues on account of Employees’ State
 Insurance.
 
 There were no dues on account of Cess under Section 441A of the Act
 since the date from which the aforesaid section comes into force has
 not yet been notified by the Central Government.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident fund, Income tax,
 Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other
 material statutory dues were in arrears as at 30 November 2008 for a
 period of more than six months from the date they became payable.
 
 (b) According to the information and explanations given to us, the dues
 set out in Appendix 1 in respect of Income-tax, Sales tax, Service tax,
 Customs duty and Excise duty have not been deposited by the Company
 with the appropriate authorities on account of disputes.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the current
 financial year and in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers. The Company did not have any outstanding debentures or any
 outstanding loans from financial institution during the year.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/ mutual benefit
 fund/ society.
 
 (xiv) In our opinion and According to the information and explanations
 given to us, the Company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 (xviii) As stated in paragraph (iii) above, there are no
 companies/firms/parties covered in the register required to be
 maintained under Section 301 of the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 year
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                                  For B S R & Co.
                                            Chartered Accountants
 
 Mumbai                                          Bhavesh Dhupelia
 30 January 2009                                          Partner
                                            Membership No: 042070