We have audited the attached Balance Sheet of Wyeth 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) The Government of India has demanded amounts aggregating to Rs.
 5,907.72 lakhs (inclusive of total interest of Rs. 4,206.36 lakhs)
 [previous period Rs. 5,907.72 lakhs (inclusive of total interest of Rs.
 4,206.36 lakhs)] from the Company under the Drugs (Prices Control)
 Order, 1979. As at 31 March, 2011, the Company is carrying a cumulative
 provisions of Rs. 240.50 lakhs [previous period Rs. 240.50 lakhs] in
 respect of such demands. Further the Government of India raised a
 demand of Rs. 1,726.35 lakhs [previous period Rs. 1,726.35 lakhs] on
 the Company under Drugs (Prices Control) Order, 1995. The Company has
 provided and paid amounts aggregating to Rs. 1,287.93 lakhs [previous
 period Rs. 1,287.93 lakhs] and disputed the balance demand of Rs.
 438.42 lakhs (inclusive of interest of Rs. 134.90 lakhs) [previous
 period Rs. 438.42 lakhs]. Although the Company is contesting all the
 demands mentioned above, it is not possible to predict the outcome of
 these demands [Refer Notes 4(a) and 4 (b) of Schedule 17]. This was a
 subject matter of qualification for the period ended 30 November, 2009
 also.
 
 (b) 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;
 
 (c) 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;
 
 (d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (e) 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;
 
 (f) 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
 
 (g) In our opinion, and to the best of our information and according to
 the explanations given to us, subject to the effect of such
 adjustments, if any, as might have been required had the outcome of the
 demands stated in
 
 paragraph (a) above been known, 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
 (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
 programme, 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 and similarly certain services are obtained
 for the specialised requirements of the Company 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 our audit.
 
 
 
 Appendix 1 as referred to in paragraph ix(b) of Annexure to the
 Auditors report
 
 Name of the            Nature of dues                    Amount
 statute                                                 (in lakhs)
 
 The Bombay Sales Tax   Sales Tax (including interest)     30.11
 Act, 1959              on sales of Animal Health
                        and Nutrition products
                        and non-submission of
                        exemption forms 
 
 The Delhi Sales Tax    Sales Tax on non-submission         5.26
 Act, 1975              of exemption forms
 
 The Tamil Nadu         Sales Tax (including penalty)      22.36
 General Sales Tax Act, on difference in turnover 
 1959                   and exempt sales
 
 The West Bengal Sales  Sales Tax on stock transfers       53.39
 Tax Act, 1994
 
 The Central Sales Tax  Sales Tax on non-submission        52.59
 Act, 1956              of exemption forms
 
                        Sales Tax on non-submission        41.81
                        of exemption forms
 
                        Sales Tax on non-submission         8.46
                        of exemption forms
 
                        Sales Tax on replacement of         1.55
                        damaged stock
 
                        Sales Tax on non-submission         6.98
                        of exemption forms
 
                        Sales Tax on non-submission       579.25
                        of exemption forms 
 
 The Central Excise     Excise duty on disputed           260.00
 Act, 1944              classification of goods
                        (Animal Health and
                        Nutrition products)
 
                        Excise duty on disputed           115.34
                        classification of goods
                        (Animal Health and
                        Nutrition products)
 
                        Excise duty on disputed           660.07
                        classification of goods
                        (Animal Health and
                        Nutrition products)
 
                        Excise duty on alleged              1.56
                        under valuation of goods
 
                        Excise duty (including              8.55
                        interest and penalty) on
                        rejection of refund claimed
 
                        # Alleged short payment            44.60
                        of Excise duty (including
                        penalty) on samples
 
 
 
 Name of the statute    Period to         Forum where the
                        which the         dispute is pending
                        amount relates
 
 The Bombay Sales Tax   1995-1996 and     Sales Tax Tribunal
 Act, 1959              1996-1997
 
 The Delhi Sales Tax    1998-1999         Additional Commissioner
 Act, 1975                                (Appeals) 
 
 The Tamil Nadu         2001-2002         Additional Commissioner
 General Sales Tax Act,                   (Appeals)
 1959
 
 The West Bengal Sales  2002-2003         Commissioner (Appeals)
 Tax Act, 1994
 
 The Central Sales Tax  2001-2002         Deputy Commissioner
 Act, 1956                                (Appeals) 
 
                        2003-2004         Deputy Commissioner
                                          (Appeals) 
 
                        2003-2004         Senior Joint Commissioner
                                          of Sales Tax 
  
                        2004-2005         Assistant Commissioner
                                          (Appeals) 
 
                        2006-2007         Assistant Commissioner
                                          (Appeals) 
 
                        2007-2008         Assistant Commissioner
                                          (Appeals) 
 
                      1975 to 1982,       Assistant Commissioner of
                     1986-1987, 1993      Central Excise 
                      and 1997-1998
 
                      1988 to 1991,       Customs, Excise and
                      1994-1995 and       Service Tax Appellate
                      1995-1996           Tribunal (CESTAT)
 
                      1992 to 1997        Commissioner (Appeals)
 
                      1998                Assistant Commissioner of 
                                          Central Excise
 
                      1999                Assistant Commissioner of 
                                          Central Excise
 
                      1999 to 2002        Customs, Excise and
                                          Service Tax Appellate 
                                          Tribunal (CESTAT)
 
 
                                              For B S R & Associates
                                               Chartered Accountants 
                                     Firms Registration No: 116231W
 
 
 
                                                    Bhavesh Dhupelia
                                                             Partner 
                                               Membership No: 042070
 
 
 Place : Mumbai 
 Date  : 3 May, 2011