We have audited the attached balance sheet of Pfizer Limited (the
 Company) as at 31 March 2011 and also the related profit and loss
 account and cash flow statement of the Company for the sixteen months
 period ended on that date, annexed thereto. These financial statements
 are the responsibility of the Companys management. Our responsibility
 is to express an opinion on these financial statements based on our
 audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements.  An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditors Report) Order, 2003 (the
 Order) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, (the Act)
 we enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 a) we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b) in our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) the balance sheet, the profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 d) in our opinion, the balance sheet, the profit and loss account and
 the cash flow statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Act;
 
 e) on the basis of written representations received from directors of
 the Company as at 31 March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 March 2011 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Act; and
 
 f) in our opinion, and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Act, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 i) in the case of the balance sheet, of the state of affairs of the
 Company as at 31 March 2011;
 
 ii) in the case of the profit and loss account, of the profit of the
 Company for the sixteen months period ended on that date; and
 
 iii) in the case of the cash flow statement, of the cash flows of the
 Company for the sixteen months period ended on that date.
 
 Annexure to the Auditors Report 31 March 2011
 (Referred to in our audit report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years. In our opinion, this periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets. In accordance with this program,
 certain fixed assets were physically verified by the management during
 the period.  No material discrepancies were noticed on such
 verification.
 
 (c) Fixed assets disposed off during the period were not substantial
 and therefore do not affect the going concern assumption.
 
 (ii) (a) The inventory, except stocks lying with third parties, has
 been physically verified by the management during the period. In our
 opinion, the frequency of such verification is reasonable.  All stocks
 lying with third parties at the period- end have been confirmed.
 
 (b) The procedures for the physical verification of inventory followed
 by the management are reasonable and adequate in relation to the size
 of the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory. The
 discrepancies noticed during the physical verification of inventories
 as compared to book records were not material and have been dealt with
 in the books of account.
 
 (iii) According to the information and explanations given to us, we are
 of the opinion that there are no companies, firms or other parties
 covered in the register required to be maintained under Section 301 of
 the Act. Accordingly, paragraph 4(iii) of the Order is not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that purchases and
 sales of certain items of inventories are for the Companys and buyers
 specialised requirements respectively and similarly certain services
 rendered are for the specialised requirements of the buyers and
 suitable alternative sources are not available to obtain comparable
 quotations, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of inventories and fixed assets and with regard to the
 
 sale of goods and services. In our opinion and according to the
 information and explanations given to us, there is no continuing
 failure to correct major weaknesses in internal controls.
 
 (v) In our opinion, and according to the information and explanations
 given to us, there are no contracts and arrangements the particulars of
 which need to be entered into the register required to be maintained
 under Section 301 of the Act.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules prescribed by the Central Government for
 maintenance of cost records under Section 209(1)(d) of the Act in
 relation to products manufactured, and are of the opinion that, prima
 facie, the prescribed accounts and records have been made and
 maintained. We have not, however, made a detailed examination of the
 records.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the books of account of the Company,
 amounts deducted/accrued in the books of account in respect of
 undisputed statutory dues including Provident fund, Investor Education
 and Protection fund, Income tax, Sales tax, Value added tax, Wealth
 tax, Service tax, Customs duty, Excise duty and other material
 statutory dues have been generally regularly deposited with the
 appropriate authorities. As explained to us, the Company did not have
 any dues on account of Employees State Insurance.
 
 There were no dues on account of Cess under Section 441A of the Act
 since the date from which the aforesaid section comes into force has
 not yet been notified by the Central Government.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident fund, Investor
 Education and Protection fund, Income tax, Sales tax, Service tax,
 Wealth tax, Customs duty, Excise duty and other material statutory dues
 were in arrears as at 31 March 2011 for a period of more than six
 months from the date they became payable.
 
 (b) According to the information and explanations given to us, the dues
 set out in Appendix 1 in respect of Income-tax, Sales tax, Service tax,
 Customs duty and Excise duty have not been deposited by the Company
 with the appropriate authorities on account of disputes.
 
 (x) The Company does not have any accumulated losses as at 31 March
 2011 and has not incurred cash losses in the current financial period
 and in the immediately preceding financial year.
 
 (xi) The Company did not have any outstanding dues to any financial
 institution, banks, or debentureholders during the period.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/ mutual benefit
 fund/ society.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 (xvi) The Company did not have any term loans outstanding during the
 period.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 (xviii)As stated in paragraph (iii) above, there are no
 companies/firms/parties covered in the register required to be
 maintained under Section 301 of the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 period
 
 (xx) The Company has not raised any money by public issues during the
 period.
 
 (xxi) According to the information and explanations given to us, no
 material fraud by the Company or on the Company has been noticed or
 reported during the course of the audit.
 
 Appendix 1 as referred to in paragraph ix(b) of Annexure to the
 Auditors report
 
 Name of the 
 Statute      Nature of Dues       Amount                  Amounts 
                                  (Rs. in lakhs)        paid under 
                                                           protest 
                                                    (Rs. in lakhs)
 
 The Central
 Excise      Duty and penalty on       68.54                   - 
 Act, 1944   classification/ 
             valuation                 76.09                   -   
             and other disputes        22.32                   - 
 
                                       22.32                   - 
 
                                       40.49                1.00 
 
                                       14.49                   - 
 
                                       75.00                   - 
  
                                       36.83                   - 
 
                                       90.97                   - 
 
                                        3.17                   - 
 
                                        6.06                   - 
 
 The Central
 Excise      Duty and penalty          14.55                   - 
 1944
 
 The Central 
 Excise      Duty and penalty          12.62                   -
 Act, 1944                            484.40                   - 
 
                                      142.42                   - 
 
 The Central 
 Excise      Duty and penalty           3.66                   - 
 Act, 1944                              8.70                   - 
 
 Customs Act, 
 1962        Duty and penalty          41.92                5.00 
             on imports and 
             other disputes
 
 Customs Act,
 1962        Duty and penalty           1.06                   -
             on imports and             0.96                   -
             other disputes            10.19                   - 
 
                                        8.16                   - 
 
                                        0.56                   - 
 
 The Central
 Excise     Duty and penalty          193.11                   -
 Act, 1944 
 (Service 
 tax)
 
 The Income 
 Tax        Tax and penalty on          3.28                   - 
 Act, 1961  expenditure 
            disallowed                 50.41                   - 
 
                                       36.28                   - 
 
                                    1,045.61                   - 
 
                                    4,424.81                   - 
 
                                      480.75                   - 
 
                                      569.92                   - 
 
                                      564.70                   - 
 
                                    8,266.74                   - 
 
                                      824.65                   - 
 
                                      725.11                   - 
 
                                      729.60                   - 
 
 The Income 
 Tax        Tax and penalty on         15.01                   - 
 Act, 1961  expenditure disallowed     15.02                   - 
 
                                        6.39                   -
 
                                        1.09                   - 
 
                                        0.28                   -
 
 State and 
 Central    Tax interest and penalty   10.27                   - 
 Court
 Sales Tax 
 Acts       for non submission of       0.56                   -
            forms and other             6.54                   - 
            disallowances               1.31                   - 
 
                                        1.17                   - 
 
                                        0.60                   - 
  
                                        1.81                   - 
 
                                        0.30                   - 
 
                                        0.85                   - 
 
                                        7.61                   - 
 
                                        0.45                   - 
 
                                        0.55                   - 
 
                                       41.12                   - 
 
                                       87.41                   - 
 
                                      125.50                   -
 
                                       20.16                   -  
 
                                       24.70                   - 
 
                                        4.56                   -  
 
                                        2.97                   - 
 
                                        7.87                   - 
 
                                        3.32                0.81
 
                                        1.64                   -  
 
                                        8.80                   - 
 
                                        3.57                   - 
 
                                        1.46                   - 
 
                                       54.76               36.08 
 
                                       14.31                   - 
 
                                        1.54                   - 
 
                                        1.92                   - 
 
                                        3.70                   -  
 
                                        2.98                   - 
 
                                        1.88                   -  
 
                                        3.30                   -
 
                                       11.85                   -  
 
                                       79.17               70.00 
 
                                       15.54                   - 
 
                                       29.71                   -  
 
                                       20.39                   -  
 
                                        3.12                   -  
 
                                        8.61                   -  
 
                                        7.15                   -  
 
                                       15.83                   -  
 
                                        9.01                   - 
 
 
 Name of the Statute   Period to       Forum where
                       which the       dispute is pending
                       amount relates
 
 
 The Central Excise    1996-2003       Customs, Excise,
 Act, 1944             1998-2000       Service tax
                       1998-2003       Appellate Tribunal
                       1998-2003
                       1998-2001
                       1999-2000
                       1999-2003
                       2001-2003
                       2002-2003
                       2005-2006
                       1990-1992
 
 The Central Excise     1998           Supreme Court
 Act, 1944
 
 The Central Excise    1985-1988       Customs, Excise,
 Act, 1944             2005-2006       Service tax
                       2005-2006       Appellate Tribunal
 
 The Central Excise    2005-06         Commissioner of
 Act, 1944             2005-2007       Appeals
 
 Customs Act, 1962     1996-1997       Supreme Court
 
 Customs Act, 1962     1995            Commissioner of
                       1991            Customs (Appeals)
                       2001
                       2001
                       2001
 
 The Central Excise    1997-2001       Bombay High Court
 Act, 1944 
 (Service tax)
 
 The Income Tax        1994-1995       Income Tax Appelate
 Act, 1961             1999-2000       Tribunal
                       2002-2003       Commissioner of
                       2003-2004       Appeals
                       2005-2006
                       2007-2008
                       2004-2005
                       2005-2006
                       2006-2007
                       2006-2007
                       2008-2009
                       2009-2010
 
 The Income Tax        2004-2005       Income Tax Appelate
 Act, 1961             2005-2006       Tribunal
                       2006-2007       Commissioner of
                       2007-2008       Appeals
                       2008-2009
 
 State and Central     1992-1993       Supreme Court
 Sales Tax Acts        1983-1984       Deputy Commissioner
                       1985-1986       (Appeal)
                       1986-1987
                       1993-1994
                       2006-2007       Deputy Commissioner
                       2007-2008       (Appeal)
                       2008-2009
                       2006-2007
                       1994-1995       Deputy Commissioner
                       1995-1996       (Appeal)
                       1996-1997
                       1999-2000
                       2000-2001
                       2001-2002
                       2002-2003
                       2003-2004
                       1993-1994       Additional
                       1994-1995       Commissioner
                       1995-1996
                       1996-1997
                       1997-1998
                       1998-1999
                       1994-1996       Appellate Tribunal
                       1996-1997
                       1998-1999
                       2002-2003
                       1993-1994
                       1998-1999      Deputy Commissioner
                                      (Appeal)
                       2001-2002      Joint Commissioner
                       2002-2003
                       1998-1999      Assistant Commissioner
                                      of sales tax (Appeals)
                       1986-1987
                       2006-2007      Deputy-commissioner
                                      Appeal
                       2006-2007
                       2007-2008      Joint Commissioner
                       2007-2008
                       2005-2006      Assistant Commissioner
                       2008-2009
                       2009-2010
                       2007-2008      Joint Commissioner,
                                      Corporate circle,
                                      Lucknow
                       2009-2010
                       2009-2010
                       2006-2007      Appellate Authority,
                                      Hyderabad
                       2009-2010      Joint Commissioner,
                                      Corporate Circle,
                                      Lucknow
                       2009-2010
                       2009-2010
                       2010-2011
                       2009-2010
 
  
 
                                                      For B S R & Co.
                                                Chartered Accountants 
                                      Firms Registration No: 101248W
 
                                                      Sanjay Aggarwal
                                                              Partner 
                                                 Membership No: 40780
 
 Mumbai, 3 May 2011