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NOTICE DIRECTORS’ REPORT INCLUDING MANAGEMENT DISCUSSION AND ANALYSIS REPORT REPORT ON CORPORATE GOVERNANCE AUDITORS’ REPORT BALANCE SHEET PROFIT AND LOSS ACCOUNT 4-6 7-17 18-26 27-31 32 33 34-35 36-41 42-60 61-72 73-96 97 99 CONTENTS CASH FLOW STATEMENT SCHEDULES NOTES TO THE FINANCIAL STATEMENTS REPORTS AND ACCOUNTS OF THE SUBSIDIARY COMPANY DUCHEM LABORATORIES LIMITED CONSOLIDATED STATEMENT OF PFIZER LIMITED AND DUCHEM LABORATORIES LIMITED PROXY CUM ATTENDANCE SLIP CIRCULAR TO SHAREHOLDERS .

86 20007 10014 19273 15 1385 50694 13261 (2337) 10924 4112 6812 37.50 3730 301. on its amalgamation with the Company Includes results of erstwhile Pharmacia Healthcare Ltd.08 22370 8255 18564 81 1026 50296 9406 (1922) 7484 2932 4552 39.50 2160 107. Includes profit on sale of 4 consumer healthcare brands.1 11.00 586 938 91. Expenditure (Deferred Revenue Expenditure) Voluntary Retirement Scheme 239 – – Commercial Rights – 450 – Total 10714 13511 16989 Gross sales Less: Excise duty Less: Sales tax Net sales Operating and other Income 8484 8658 7389 8983 9845 9506 12341 5883 7174 8282 6901 6137 6840 8908 16110 20993 30651 47979 – 45 137 214 903 817 7260 8330 6840 6693 6821 13537 34925 31824 37650 45165 55121 77976 11112 9619 11284 13404 14495 10628 12214 5244 4192 5421 6448 9498 11165 7444 18569 18013 20945 25313 31128 56183 79333 5219 5404 6007 3670 1334 293 – – – – – – – – 30803 30840 35476 37656 40573 64864 89956 77301 76482 6199 5409 3836 3302 67266 67771 34270 9342 101536 77113 23148 10170 20510 2 958 54788 46748 (1735) 45013 11120 33893 24.3 13.00 4.25 10.7 50.37 7.95 Expenditure Material Cost Personnel Cost Manufacturing and other expenses Interest Expense Depreciation Profit Before Taxation & Exceptional Items Exceptional items . Loans and Advances 14464 17836 21117 Less: Current Liabilities and Provisions Current Liabilities 5439 6771 6312 Provisions 2376 2366 2853 Net Current Assets 6649 8699 11952 Misc.6 4.1 20.19 22356 10234 19746 7 1307 53650 18538 (2337) 16201 5628 10573 34.8 35.00 1172 72.8 11.58 27.46 Income 28733 32719 36207 65127 55896 65966 69750 76586 3796 5719 3954 4884 5416 6039 2643 5165 4478 5304 4482 4312 29768 54243 47464 55778 59852 66235 5107 5162 6147 6007 4051 3924 4103 5953 Total 33840 37881 35915 60250 51515 59702 63955 72188 8830 10066 4865 5056 14100 15774 54 37 768 676 Total 28617 31609 5223 6272 – – 5223 6272 2130 2518 3093 3754 40.8 22.1** 100.6 9.24 12. on its amalgamation with the Company Includes profit on sale of Chandigarh property.00 2984 126.50 6714 135.55 7.37 23759 10210 20966 – 1112 56047 21066 20790 41856 11944 29912 28.5 44.) Total Dividend Amount (Rs.Net Profit Before Taxation Taxation Profit After Taxation Tax Provision as % of PBT Net Profit as % of Sales Earnings per share (Rs.7 13.26 5.64@ 10736 5580 11154 26 717 28213 7702 – 7702 2953 4749 38.41 57.) * @ ‡ § # ** Increase due to issue of Bonus Shares in the ratio 1:1 Diluted due to issue of Bonus Shares in the ratio of 1:1 Includes results of erstwhile Parke-Davis (India) Ltd.48 21978 8784 17183 76 1064 49085 11165 1518 12683 5089 7594 40.2 6.3# 113.) Equity Dividend per share (Rs.8 40.39 16. .95 19737 7942 16409 39 1083 45210 6305 (1673) 4632 1881 2751 40.50 8206 217.1 10. Loans and Advances: Inventories 4486 5780 5644 Sundry Debtors 3810 3918 5421 Cash and Bank Balances 2329 4609 5763 Other Current Assets – – – Loans & Advances 3839 3529 4289 Total Current Assets.83 10.Pfizer Limited: Ten Year Financial Summary Rupees in Lakhs 1999 2000 2001 2002 ‡ 2003 2004§ 2005 2006 2007 2008 Sources of Funds Shareholders’ Funds Share Capital 1172 Share Capital Suspense A/c – Reserves and Surplus 9541 Total Shareholders’ Funds 10713 Borrowed Funds Secured Loans – Unsecured Loans 1 Total 10714 2344* 2344 2344 2880 2880 2984 2984 2984 2984 – – 536 – 104 – – – – 11167 14645 27923 27960 31292 34672 37589 61880 86972 13511 16989 30803 30840 34276 37656 40573 64864 89956 – – – – – – – – – – – – – 1200 – – – – 13511 16989 30803 30840 35476 37656 40573 64864 89956 5696 529 790 6110 324 989 7564 324 636 7770 – 903 6675 – 1436 7040 50 1298 8306 50 2267 12468 5973 54306 1449 24795 98991 Application of Funds Net Fixed Assets 3502 3728 4210 Investments 324 324 324 Deferred Tax Asset (Net) – 310 503 Current Assets.5 26.9 9.02@ 5.43 22.50 2160 106.9 15.7 26.00 2984 114. in Lakhs) Book Value per share (Rs.

ris@karvy. Shah Dr.com . Jogeshwari (W).: 040 23420815 . UNIT : Pfizer Limited Plot No. Gagrat Operations Richard Gane Kewal Handa Anjan Sen Bomi M.: 022 6693 2377 Email: contactus. Tel. 17-24. Venkatesh Siddhartha Prakash Sunil Madhok Uday Mohan Venkat Iyer Yash Goyal COMPANY SECRETARY Prajeet Nair AUDITORS B S R & Co. Ltd.. Hyderabad . Sridhar S.: 022 6693 2000. N.) C. Road. Potkar (Dr.R. Vittalrao Nagar.india@pfizer. 23420857 Email: einward. Patel Estate. Off S. Gagrat (Dr. EXECUTIVE COMMITTEE REGISTERED OFFICE Pfizer Limited Pfizer Centre. Tel. Bomi M. V. Fax. Technical Director Managing Director Pharmaceutical Marketing Technical Operations Medical & Regulatory Affairs Legal Consumer Health Pharmaceutical Sales Finance Strategy & Business Development Corporate Affairs Asia Strategy Human Resources Business Technology & Distribution Animal Health BOARD OF DIRECTORS Pradip P.com REGISTRARS & TRANSFER AGENTS: Karvy Computershare Pvt.) Partha Ghosh S.) Dipali Talwar (Ms. Shah Kewal Handa Chairman Managing Director Director Executive Director.) Hiroo Mirchandani (Ms. Mumbai . Madhapur.28 Fax: 040 23420814.500 081.400 102. Near Image Hospital. A.

Profit and Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors. the following resolution as a SPECIAL RESOLUTION: “RESOLVED that pursuant to the provisions of Section 309(4) of the Companies Act. expedient or desirable. consider and adopt the Audited Balance Sheet as at November 30. if any. matters and things.Notice Notice is hereby given that the 58th Annual General Meeting of the members of Pfizer Limited will be held at the Yeshwantrao Chavan Pratishthan Auditorium. 2008. 1956 (“the Act”) consent of the Company be and is hereby accorded to the revision in the remuneration payable to Mr. provided that such remuneration shall not exceed the maximum limits for payment of managerial remuneration as may be admissible within the overall limits specified in the Act. matters and things. may consider necessary. Pradip Shah. 2009. at 3. B. Special Business 5. expedient or desirable. 2008. Managing Director.” 6. Next to Sachivalaya Gymkhana. 309. 2008. to be computed in the manner laid down in Section 198(1) of the Act. 2.(Rupees Fifty Lakhs only) per annum.000/. with effect from April 1. subject to a maximum limit of Rs. to pass with or without modification(s). and if thought fit. Managing Director shall be subject to a maximum limit of Rs. RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to amend. offers himself for re-appointment. and if thought fit. To appoint Auditors and to fix their remuneration. 2009 (both days inclusive). 3. a commission at the rate of 1% of the net profits of the Company. 310. 2009 to April 15. as in its absolute discretion. RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to determine the precise quantum of commission payable to each such Resident Indian Non-Executive Directors on a year to year basis.00 p. including remuneration from time to time. Kewal Handa. To declare Dividend for the year ended November 30.5 and 6 of Special Business is annexed hereto.50. as existing or as amended.m. RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all such acts. the following resolution as an ORDINARY RESOLUTION: “RESOLVED that pursuant to the provisions of Sections 198.000/.(Rupees Two Crores Fifty Lakhs only) per annum. General Jagannath Bhosale Marg. RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all such acts. Kewal Handa. to pass with or without modification(s). 4 . may consider necessary. as the Board of Directors of the Company may deem fit. in order to give effect to this Resolution. who retires by rotation and being eligible. if any. deeds. 1956 in respect of Item Nos. to transact the following business: Ordinary Business 1. To appoint a Director in place of Mr. modified or re-enacted from time to time by the Government of India. 2006 remain unaltered. deeds. in order to give effect to this Resolution. Managing Director. alter or otherwise vary the terms and conditions of the appointment of Mr.00.50. the Company do hereby approve the payment to the Resident Indian Non-Executive Directors of the Company. 1956 (“the Act”) and Article 125 of the Articles of Association of the Company and other applicable provisions. To consider. of the Companies Act. All the other terms and conditions of his appointment as approved by the shareholders at the 55th Annual General Meeting held on April 21. of the Act.2. 2. To consider. Kewal Handa. Schedule XIII and other applicable provisions. The Register of Members and the Share Transfer Books of the Company will remain closed from April 6. Mumbai – 400 021 on Wednesday.” NOTES: 1. April 15. 2009. 4. as given below: A. The relative Explanatory Statement pursuant to Section 173 of the Companies Act. as in its absolute discretion.00. for a period of five years commencing from December 1. Salary and Bonus/Performance Linked Incentives: The aggregate of Salary and Bonus/Performance Linked Incentives payable to Mr. To receive.

The members/proxies are requested to bring duly filled-in Attendance Slips for attending the Meeting. The information required to be furnished under the Code of Corporate Governance is given hereunder: Mr. Shah is not related to any other Director of the Company. Shah does not hold any shares in the Company either in his name or for other persons on a beneficial basis.11. Mr. He is also a member of Managing committees of two chambers of commerce. if not opted for Electronic Clearing Service (ECS). Mr. Co.3. Ltd. 2008: Name of Company Asset Reconstruction Company (India) Limited BASF India Limited Godrej & Boyce Mfg. Prior to founding CRISIL. D&CC/FITTC/CIR-4/2001 dated 13. The members seeking any information with regard to accounts are requested to write to the Company at an early date to enable the Management to keep the information ready. Mr. Shah is presently the Chairman of Indasia Fund Advisors Pvt. Pradip Shah holds an MBA from the Harvard Business School. Limited Patni Computer Systems Limited Shah Foods Limited Sonata Software Limited Tata Investment Corporation Limited Wartsila India Limited Wockhardt Hospitals Limited Designation Director Director Director Director Director Director Director Director Director Chairman Chairman Director Director Director Chairmanship/Membership of Audit Committee of Board Member Chairman Member Member Member Chairman Chairman 6. being eligible. The instrument appointing Proxy. Pradip Shah was appointed as a Director liable to retire by rotation by the shareholders at the 55th Annual General Meeting held on April 21. Shah assisted in founding the Housing Development Finance Corporation (HDFC) in 1977. Shah has also served as a consultant to USAID.2001. Mr. Mr. This is pursuant to the SEBI directive vide Circular No. 5. India’s first and the largest credit rating agency. Mr. must be deposited at the Registered Office of the Company not less than 48 hours before the Meeting. Limited Grindwell Norton Limited Kansai Nerolac Paints Limited KSB Pumps Limited Mukand Limited Panasonic Energy India Co. 4. Re-appointment of Director retiring by rotation: Mr. 5 . He is also a Chartered Accountant and a Cost Accountant and ranked first in India in the Chartered Accountancy Examination. duly completed and signed. Mr. 2006. Pradip Shah is liable to retire by rotation at the 58th Annual General Meeting and.Shah is a Director on the Board of several reputed companies. Mr. Mr. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pradip Shah is the ex-Managing Director of CRISIL. 7. the World Bank and the Asian Development Bank. Pradip Shah is the Chairman/Director of the following other public limited companies and Chairman/Member of the following other Board Committees as on November 30. offers himself for re-appointment. Members (Beneficiaries) holding shares in dematerialized mode are requested to note that the bank details furnished by them to their respective Depository Participants will be printed on their Dividend Warrants.

Mumbai.00. 1956. Members are requested to contact the Company’s Registrars and Transfer Agents. Patel Estate. Jogeshwari (W). Handa to a maximum limit of Rs. In compliance with Sections 205A & 205C of the Companies Act.50. Unclaimed dividend for all the subsequent years will be transferred to the “Investor Education and Protection Fund” according to the statutory stipulations. 2009.(Rupees Two Crores Fifty Lakhs only) per annum with effect from April 1. 6 By Order of the Board of Directors Prajeet Nair Company Secretary . pursuant to the provisions of Section 309(4) of the Companies Act. By Order of the Board of Directors Mumbai. unclaimed dividend for the year ended 2001 has been transferred to the “Investor Education and Protection Fund” established by the Central Government. January 30. 2009 Registered Office: Pfizer Limited Pfizer Centre. with effect from April 1. Mr. 1956.V. Managing Director upto a maximum limit of Rs.00.2. Approval of the shareholders by a Special Resolution is being sought.8.A. Kewal Handa is deemed to be interested in this Resolution as it concerns him.(Rupees Twenty Lakhs only) per annum to Non-Executive Directors who are resident in India. Jogeshwari (W). None of the other Directors of the Company are interested or concerned in the passing of this Special Resolution. Mumbai – 400 102.000/.6: At the 53rd Annual General Meeting of the Company held on April 29.00.000/. the shareholders had approved payment of commission at the rate of 1% of the net profits of the Company subject to a maximum limit of Rs. 5: At the 56th Annual General Meeting held on March 22. This approval was effective for a period of five years commencing from December 1. Members shall not be able to register their claim in respect of their unencashed dividend with regard to the said dividend.50. Mr. Prajeet Nair Company Secretary Explanatory statement pursuant to Section 173 of the Companies Act. The above increase in limit for Salary and Bonus/Performance Linked Incentives is an enabling provision and the actual salary payable would be within the aforesaid limit.(Rupees One Crore Eighty Lakhs only) per annum towards Salary and Bonus/Performance Linked Incentives. 2009 Registered Office: Pfizer Limited Pfizer Centre. Patel Estate. January 30. 2009. Off S. Road.000/(Rupees Fifty Lakhs only) per annum to Non-Executive Directors who are resident in India. in respect of their outstanding dividends for the succeeding years. Mumbai – 400 102. This approval would be effective for a period of five years commencing from December 1. 1956 for payment of commission at the rate of 1% of the net profits of the Company subject to maximum limit of Rs. 2004.000/. Off S. The above particulars may be treated as an Abstract pursuant to Section 302 of the Companies Act.1. 1956. Shah and Mr.80. Pradip Shah who are Resident Indian Non-Executive Directors of the Company may be deemed to be concerned or interested in the passing of this Special Resolution as it concerns them.20. 2007. The perquisites which are computed with reference to the salary shall consequently. ITEM NO. Kewal Handa.00. the shareholders have approved the revision in remuneration payable to Mr. The Board of Directors have revised the aggregate of Salary and Bonus/Performance Linked Incentives payable to Mr. Road. ITEM NO.V. No other Director is concerned or interested in the passing of this Resolution. be computed with reference to the revised salary. R. 2008. 2003. The Board recommends this Resolution for the approval of the Members.

2008. 07 Nov.50 .DIRECTORS’ REPORT including Management Discussion and Analysis Report TO THE MEMBERS Your Directors have pleasure in presenting this 58th Annual Report together with the Audited Accounts for the year ended November 30. FINANCIAL RESULTS Rupees in Lakhs Year Ended November 30.13 Lakhs.50 per share (125%) for the financial year ended November 30. Excluding the divested brands.50 5 0 Nov. 2008. DIVIDEND Your Directors are pleased to recommend a dividend of Rs.50 12 . your Company’s sales grew by 12% over the corresponding previous year.10.Current Tax .Deferred Tax (Credit)/Debit Profit After Tax Balance of Profit from Prior Years Surplus available for Appropriation Appropriations: Transfer to General Reserve Proposed Dividend Tax on Dividend Balance carried to Balance Sheet Your Company’s sales grew marginally from Rs. 634.00 15 . Members may note that the above growth was achieved despite the sale of four Consumer Healthcare Brands to M/s.67266 Lakhs in the previous year to Rs.50 . The Report reviews the Company’s diversified operations covering Pharmaceutical and Animal Health Products. your Company has attached the Consolidated Statement of Accounts giving therein the Consolidated Financial Statements relating to Pfizer Limited and its subsidiary Duchem Laboratories Limited. The Profit before exceptional items / other income however.00 on account of sale of 4 Consumer Healthcare Brands Year Ended Sales (Net of Excise Duty & Sales Tax) Operating and other Income Profit Before Tax and Exceptional Items Exceptional Items (Expenses)/Income Profit Before Tax Less: Taxation .00 .) 22 Normal Dividend Special Dividend . Your Company achieved a net profit of Rs.00 27 # 25 20 . the growth during the second quarter of financial 7 Year Ended November 30.67771 Lakhs. 12 12 10 0 10 10 15 . 08 Special Dividend * of Rs.15. with the current global economic recession.50 * . The dividend payout will aggregate to Rs. 3730. 05 Nov. 03 Nov. 29912 lakhs as compared to Rs. This decline is due to the impact of other income and exceptional items in the previous year and the year under review respectively.33893 lakhs for the previous year showing a decline of 11. 04 Nov. OUTLOOK The Indian economy was one of the fastest growing economies in the world with an annual GDP growth in excess of 9% over the last 3 years.00 on account of sale of Chandigarh Plant # of Rs. However.75%.00 10 7. Johnson & Johnson Limited.Fringe Benefit Tax . 2007 67266 34270 46748 (1735) 45013 10740 242 138 33893 24097 57990 3400 8206 1395 44989 30 Dividend per Share (Rs. 12.18 Lakhs and the tax on distributed profits payable by the Company would amount to Rs. 2008 67771 9342 21066 20790 41856 12451 228 (735) 29912 44989 74901 2991 3730 634 67545 CORPORATE In compliance with Accounting Standard – No. 06 Nov.5 .21. recorded an increase of 9%.

However.year 2008-09 came in at 7. This growth will primarily be driven by increase in healthcare spending as a result of increasing health awareness. factors such as rising prevalence of lifestyle related diseases coupled with improving health awareness and purchasing power. Outlook and Implications Today. The Government is also increasing its commitment towards extending healthcare services for the poor and underprivileged. the Indian pharmaceutical industry stands at a crossroad. lower than the previous quarter’s growth of 7. the lowest since 2004-05.5%. and is currently ranked 14th (ORG-IMS MAT Dec.2%. new products contributing 7. In the last few years. while MNCs registered a growth of 5. EPS & DPS (Rs.) 120 110 100 90 80 70 60 50 40 30 20 10 0 32 EPS DPS 28 24 20 16 12 8 4 Nov. The Indian pharmaceutical market is expected to grow at 11-12%.1% and price 1. There has been a slowdown across all sectors. Johnson & Johnson Ltd.6%. but are wary of compromising the financial stability of their core businesses resulting in more and more companies spinning off R&D divisions. Industry growth decelerated to 6. 2004 Nov. rising 8 Earnings per share 40000 35000 30000 25000 20000 15000 10000 Profit after Tax PAT 50000 40000 30000 20000 Nov. Acute therapy dominates the market with a value contribution of over 75%. Sales & Profit After Tax (Rs. Tighter controls on pricing envisioned in the New Drug Policy (under discussion) threaten to reduce margins and impact business. 2008 0 Dividend per share disposable incomes. 2005 Nov. we have consolidated our . compulsory licensing. 2006 Nov. improving access to quality healthcare for the rural population and investing in healthcare delivery infrastructure. It is expected to be valued at $20 billion by 2015. will continue to drive growth in the pharmaceutical market. which dipped sharply to 5. Pharmaceutical companies will also continue to grow through acquisitions. pre-grant opposition and data protection continue to deter large scale foreign investments that can accelerate growth of the Industry.0% in the second quarter of financial year 2008-09 as compared to 9.4% in the corresponding quarter of the previous year. In the coming two years. in Lakhs) 80000 Sales 70000 60000 Sales PHARMA INDUSTRY IN 2008 – AN OVERVIEW The audited Indian retail pharmaceutical market grew by 9. The chronic segment has registered a healthy growth of 21% as against 11% of acute segment. 2008 5000 0 REVIEW OF OPERATIONS BUSINESS SEGMENT: PHARMACEUTICALS DIVISION Performance 2008 Your Company has a market share of 2. On an overall basis. rising disposable income. 2006 Year Ended Nov. Notable changes occurring on the healthcare provider landscape in India include a growing presence of corporate hospitals and an expansion of retail outlets. the Government plans to double the public healthcare expenditure in areas such as preventive care. Medical tourism that was fuelling the growth of corporate hospitals has slowed down on account of the global economic meltdown. increasing penetration of health insurance. 2008). changing disease profile and regulatory reforms.8%. 2004 Nov. However. 2008) after the divestment of 4 brands of the Consumer Health portfolio to M/s. For Pharmaceutical Industry. with volumes contributing 1. the strong growth registered by the Indian economy over the last few years has also helped the domestic pharmaceutical market. recent economic slowdown. Indian companies outgrew the market at 11. Leading domestic manufacturers have also stepped up levels of investment in R&D. ambiguity surrounding issues such as the scope of patentability. 2005 Nov. better diagnosis.1% in the second quarter of the financial year 2008-09 vis-à-vis 9. thus becoming one of the world’s top 10 pharmaceutical markets.9%.9% and.2% (ORG-IMS MAT Dec. In addition. This was primarily on account of manufacturing sector growth. 2007 Nov.2% for in the corresponding previous year. leveraging low operational costs and outsourcing. These developments will result in greater access to treatment facilities and medicines. A chain of chemist shops selling medicines at affordable prices is being set up across the country to improve access to the underprivileged population.5%. in fact. improved healthcare infrastructure and increasing penetration of patented products. this slowdown may result in greater use of low cost generics. Over the years the growth has been driven mainly by increased expenditure on healthcare. joint ventures. The introduction of product patents may result in an increase in R&D investments by multinational companies. 2007 Year Ended Nov.

and strategic product development. Becosules won the ‘Frost and Sullivan Brand Strategy Development Award’ in the Indian Dietary Supplement Category for the ‘Frost & Sullivan’ Best Practices Awards that recognizes companies in a variety of regional and global markets for demonstrating outstanding achievement and superior performance in areas such as leadership. Though we are witnessing the consolidation of the dairy industry. mothers and their children for our popular pediatric brand Ferradol. etc. Dedicated focus has been established on specific brands to ensure more of our brands that have the potential to perform. were carried out to increase penetration and consumer awareness for our largest OTC brand. etc. Saalam Bombay and Brihanmumbai Municipal Corporation.. Acupil and Trulimax. Initiated in 2007. contributing 4% to GDP and 27% to agricultural GDP. A number of symposia were conducted across India. In addition. developed a strategic focus when it comes to customer engagement and building new channels for expanding our business. Marketing & Medical Initiatives Your Company’s commitment to develop and consolidate strong relationships with customers has continued during 2008 with the launch of several initiatives. another initiative of your Company seeks to expand the company’s reach to Tier II cities and beyond for the mature portfolio. There is a direct correlation between agricultural growth and animal health industry. where opinion leaders addressed leading primary care physicians. BUSINESS SEGMENT: ANIMAL HEALTH DIVISION India has one of the largest livestock populations in the world. India continues to maintain its position as the largest producer of milk in the world. Other initiatives on World Heart Day. Milk is the largest contributor to agricultural GDP providing a stable stream of income to millions of small farmers. Focus on Institutional and Retail sales has also considerably increased. One such initiative was ‘Efficiency and Effectiveness (EnE)’. Becosules has scaled greater heights in the year 2008. Innovative customer centric activities like cash counter displays. Project Sanjeevani. poultry and companion animal being the major business segments and accounting for 95% of the animal health industry. Four new brands were launched in 2008 viz. technology innovation.in) providing advice on how to quit smoking were launched. were carried out with the help of physicians to increase awareness among customers and establish leadership in the hypertension segment. A new indication of Lyrica in Fibromyalgia was also launched. Red FM. Your Company has rolled out the ‘Retail Initiative’ across four states. The Field Force reporting tool ‘OPTIMA’ was relaunched with new features and was rolled out to the entire sales force across the country. 4th largest producer of eggs and 5th largest broiler producer.brands. Another initiative that had a significant impact was your Company’s efforts in the OTC space. Field Operations Your Company has taken several well defined strategic steps to ensure complete alignment of the sales and marketing activities resulting in higher productivity per person. It comprised of ‘on air’ and ‘on ground’ elements which were conducted across six cities. Another innovative initiative to spread awareness about the dangers of smoking amongst youth was launched in partnership with a popular music station Red FM. This tool will facilitate better planning. thus extending the product life cycle of these well known brands. These brands have stood the test of time and even today are growing from strength to strength. 2008. Our current portfolio includes some of India’s best known brands within the pharmaceutical industry. A special toll free number (1800 4190 190) and an informative website (www. the project has been rolled out across the country.champsclub. are given the opportunity to grow in the market. it was rolled out across the country in phases. In its quest to become the market leader and the most prescribed brand in the Vitamins market. The campaign involved Pfizer. to improve coverage of the ever growing retail chemist segment and increase sales in uncovered markets. the speed of change has 9 . Cyclokapron. customer service. execution and reporting thereby giving the sales force a competitive advantage. Gelusil. A cross functional initiative to identify opportunities and chalk out strategies to aggressively enter the institutional segment and increase your Company’s presence in this ever growing segment is currently underway. The Indian animal health market is estimated to be growing at 6% per annum with dairy. A special initiative of setting up children’s play corners at clinics of leading pediatricians was undertaken for top of mind recall among doctors. your Company has increased focus on launching new brands. improving their productivity and improving customer focus. World No Hypertension Day. Your Company won prestigious awards for its continued pursuit of launching value added programs / services. The aim of this event was to increase awareness about the importance of early diagnosis and treatment of cardiovascular diseases. One such initiative was ‘PROTECT’ (PRevent cOmplicaTions and dEath Caused by hyperTension) which aimed to increase awareness about the diagnosis and management of hypertension at an early stage to prevent long term morbidity and mortality. The government’s focus on improving the rural economy coupled with the implementation of national dairy plan augurs well for your Company. Launched in 2007. World Diabetes Day. higher returns per input and best in class performance at all levels... multi level trade programs in clinic activities. direct to consumer activities. The initiative called ‘Pfizer Presents Red FM Quit Smoking Express’ was launched on World No Tobacco Day on May 25. This initiative was successfully rolled out at the zonal level and will soon be disseminated to the district level. Champix. science based education and gaining leadership position in represented markets.

companion animal business has grown rapidly over the last decade and has emerged as the fastest growing segment in animal health business. We are well positioned to seize the opportunity in the CA business by expanding our product portfolio and maintaining our position in polyvalent bios segment. Vitamix and Neftin-T. new product evaluations. This division is responsible for. Clinical Research The Clinical Research group is responsible for all clinical research conducted by the Company within the country. parasiticide. Medical Affairs & Research Medical Affairs & Research (MAR) Team of 17 Medical doctors governs the medical conscience. With the economic growth. The medical team is responsible for ensuring compliance of promotional practices to international and local industry as well as regulatory requirements. growing faster than the market (driven by new products). Our dairy business is well positioned to take advantage of the opportunity with a well trained field force. thought leaders and public health institutions to identify collaborative opportunities in public health. Pfizer poultry team’s conscious effort to focus on bio security has paid rich dividends and we plan to scale up our success. The Pfizer CA team has maintained its leading position in the market and has consolidated its position in the polyvalent bios 10 segment. The poultry industry was adversely affected by the Avian Influenza in the early part of the year followed by higher input costs but the long term future looks promising as indicated by a high rate of growth in poultry meat consumption in India. Companion Animal Business The Companion Animal (CA) business has witnessed a positive impact of GDP growth and has grown by 20% per annum. It is envisaged that the milk production will continue to grow by 4% per annum over the next decade. Per capita poultry meat consumption has also seen an increase in the last decade from less than 500 gms in 1991 to almost 2 kg in 2006 with a CAGR of 10%. professional medical associations). per animal productivity. Your Company has launched three new brands in the year under review viz. Clinical Research. The group is organized under the following four departments: Medical Affairs & Research. design of local clinical programs and scientific engagements with physicians. unorganized nature of the customer base limiting the reach and high price sensitivity. dependence on agrarian economy. As part of the Pfizer Education And Research League (PEARL). double digit growth of key brands and improved operational efficiencies leading to a strong financial performance. post-marketing surveillance and other studies to .. Major issues facing the dairy industry are. Pfizer Animal Health division has continued its strong performance in 2008. and Support Services. Poultry Business A large segment of Indian poultry industry is in the organized sector with a couple of national players vertically integrated across the value chain. India Regional Monitoring Group. and Quality Standards and Training. medical information. scientific presentations to medical community. Regulatory Affairs. The shift towards organized dairy farms with increased holding per farm has been gradual but is an important directional change which will lead to better management practices and productivity. About four-fifths of the clinical research portfolio relates to phase II and phase III studies executed for Pfizer Global Research and Development (PGRD) worldwide development teams while the rest are phase IIIb. CIDR. The MAR team has also commenced the partnership for health initiative by partnering with NGOs. The growth is fuelled by higher disposable income and increasing awareness led by effective campaigns by pet food companies. antiinfectives. nine workshops on clinical research and Continuing Medical Education (CME) topics have been conducted at key institutes. medical institutes.. phase IV comparative. Dairy Business The Indian dairy population and milk production continues to be highest in the world. increased reach and presence in all major product segments viz. Our focus by species coupled with innovative marketing strategies was the performance driver that led to recognition in the Asia Pacific region for an outstanding performance in 2008. nutritionals and reproductives. The MAR team also provides medical support to regulatory registration as well as safety review and labeling activities Notable contributions have been the development and dissemination of information on the value of our medicines emphasizing the uniqueness of our products. scientific support for investigator initiated research. The Clinical Research group comprises of three organizational segments: Study Management. The team consists of product physicians and medical research specialists and is responsible for scientific communications with various stakeholders including internal (marketing & sales) and external (physicians.been slow and a large quantity of milk continues to be supplied by backyard farms. A favourable external environment coupled with internal preparedness to take advantage of the opportunity gives us the confidence for the future. BUSINESS SEGMENT: SERVICES – MEDICAL & RESEARCH DIVISION The Pfizer India Medical & Research Division is responsible for all scientific support for the Pfizer portfolio of products. These communications range from product training of sales force. regulatory and medical support to Pfizer’s operations in India.

Initiatives such as the establishment of preferred research centers (at Nizam’s Institute of Medical Sciences and Amrita Institute of Medical Sciences) are key to Pfizer’s commitment to develop research capacity.. Regulatory Affairs Regulatory Affairs is responsible for registration of new products. coaching and counseling . Quality Standards & Training (QST) The QST is responsible for ensuring quality across all medical functions through coordination of training roll outs as well as periodic reviews of activities of the three functions. Their development has been supported by a structured one-year programme (Assignments. Exposure and Mentoring). The present employee strength in the organization stands at 1950. Your Company has contributed greatly to the development of clinical research in the country and holds a position of leadership in this area. In the beginning of 2008. Performance management workshops were held to reinforce the understanding and philosophy of the performance management process. safety reporting. strategic. labeling. Bangladesh and Sri Lanka. Talent Planning Process The Leadership Team spent considerable time in reviewing profiles of colleagues in the organization and identified talent in three pipelines viz.e.. functional and execution. which focuses on differentiating between High and Low Performance levels. Colleagues from the talent pool are involved in the high level projects identified by the organization. launch and marketing. regulatory clearance of imports. A key area identified for improvement was the skill in performance coaching and counseling. 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. Mumbai) in the country were conducted to hone our colleagues’ skills and knowledge. This has resulted in clear differentiation of talent and impacted colleagues directly. we had an ‘R & R Nite’ to felicitate such colleagues.support local registration. the Regulatory Affairs group is also responsible for support to operations and product commercialization in neighboring countries including Nepal.net 4% 9% 10% 18% 18% 1% Taxes Shareholders Reserves HUMAN RESOURCES DIVISION The Human Resources (HR) division played a key role during 2008 to drive the aspirational and transformational goals across the organization. These workshops had the involvement and support of other divisions in order to get the necessary alignment required to meet the objectives. objective setting process. Since 2007.. All the key areas (i. These contributions are linked to predetermined organizational goals and their impact on business performance. Your Company has been successful in bringing about a more normally distributed performance rating across the organization. Differential compensation was given to colleagues in the talent pool (colleagues identified as key performers and high potential across the organization) and these colleagues received an additional payout towards their performance bonus. It was important that extraordinary contributions by colleagues should be recognized and rewarded in a very distinct manner. Goal alignment workshops were held for all business divisions. How Rupee Earned is spent 21% 19% processes and the final appraisal rating and payout) were revisited and reviewed extensively by HR and the leadership team. obtaining clinical trial approvals. Apart from responsibilities relating to the Indian market. building a high performance culture and best in class talent. to a dialogue based review to identify talent across all divisions within Pfizer India. This is a shift from mere succession planning / submissions. we have focused on inducting new talent (Management Trainees) sourced from well-respected Indian business schools and integrating them into critical projects and roles. fulfiling regulatory and safety obligations. The pillars for people processes revolve around two critical imperatives viz. During 2008 the focus was on the following initiatives: Performance Management System The Performance Management process has been used as a strong lever to change the performance culture in the organization. 11 Material Cost Personnel costs Manufacturing and Other expenses Interest & Depreciation Exceptional items . Reward and Recognition The ‘Reward and Recognition’ initiative with four distinct programmes was developed and rolled out in 2006 and we have consequently run this cycle annually. Your Company has partnered with other pharmaceutical companies. Great emphasis was placed on formulating Individual Developmental Plans. Ahmedabad and Narsee Monjee Institute of Management Studies. review mechanisms. rating distribution. Management development programs by premier institutions (like the Indian Institute of Management. Skill enhancement workshops by an external faculty were conducted for people managers in the organization.

A new version of ‘PeopleSoft’ has been implemented this year with enhanced capabilities and applications. In the Pharma division 12 approximately 17% of the recruitment was through campus placements. Employee Relations The overall Employee Relations environment was healthy and worked well towards aligning colleagues across the organization. a central database repository for all Pfizer processes. PeopleSoft ‘PeopleSoft’. and that . DIWA (Diversity through Women Allies) Recent studies and industry experience demonstrate that there is a distinct difference in woman leaders and that they bring a complimentary set of skills. Colleague Engagement This was the second year of the Pfizer Engagement Survey and there was a marked improvement in the scores obtained. Field Force As part of the sourcing strategy Pfizer made its presence felt in some of the elite pharmacy colleges. Teams were encouraged to review the results and to act on the opportunities identified to improve engagement. In view of this success. The Corporate Communications department has provided support to the colleague engagement initiatives in the organisation. run by Pfizer Inc. your Company along with industry associations have undertaken a series of meetings with the government to present your Company’s perspective on the matter. Your Company and industry associations have held several meetings with concerned ministries for sensitization and continuous dialogue leading to positive engagement. creativity in problem solving. with the Company’s business goals and mission. This initiative helps in creating a value driven culture across the organization. This year three colleagues received the Upjohn Award. eye for detail. The results of last year’s Pfizer Engagement Survey reinforced our need to make engaging each other an urgent and enduring priority. a simple and effective way to transmit and rollout peer appreciation amongst colleagues. There were a number of initiatives which were planned and implemented by the Team resulting in a strong downward trend in attrition. campus recruitment will be one of the sourcing strategies for the Field Force. USA. is picked up by both global as well as local systems/processes. This promotes government policies that encourage innovation and ensure Intellectual Property Rights (IPR) enforcement. In order to address retention issues in the field. A workshop was also held to engage women colleagues on what the organization could do to make Pfizer India a better working place for women. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has clearly laid down policies. a diverse viewpoint. the entire Reward and Recognition program has had a very positive impact on Pfizer India and will continue to be a strong tool to build colleague engagement. This is to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition. which provide for automatic checks and balances. is used to recognize and reward the ‘Value Champions’ in the organization.The Upjohn Award process. These processes were well received by the Field Force. In view of the government’s policies that propose to increase the span of price control. The government has great concern on securing access to medicines for the masses. This online system has generated a lot of enthusiasm. we also have monthly recognition programs such as ‘Pfish’. In addition to the annual recognition. the Retention Project was launched with a focus on addressing the attrition and retention challenges in the Field. guidelines and procedures that form part of internal control systems. Improving engagement is not a one-time event at Pfizer India — it’s an enduring priority. On an overall basis. Lucky winners who have appreciated colleagues are picked in a draw and felicitated. the ability to facilitate consensus and bringing people together. As part of this initiative various forums were created online where colleagues could exchange ideas and share views. They have partnered with marketing and medical teams to drive campaigns on awareness of various diseases or conditions such as Erectile Dysfunction and Quit Smoking initiative. It is in recognizing this that Pfizer India launched DIWA an initiative that aims to increase the number of women colleagues through recruitment and retention initiatives while providing opportunities to nurture and groom women colleagues for leadership roles.. There is a continuous dialogue between the industry and the government for developing a sustainable model on pricing and access. Your Company continues to work through industry associations to ensure that the spirit of the law is upheld and transparent processes and procedures are implemented to interpret the law. Some of these being multitasking. This year many career opportunities were provided to the Field Force through promotions in First Line and Second Line Managerial positions. Your Company has maintained a proper and adequate system of internal controls. CORPORATE AFFAIRS Your Company has made consistent efforts to create a favourable policy regime for a business environment conducive to new products and markets across the country. A lot of focus is given to ensure the data integrity in the PeopleSoft system as it provides data for all people processes in the organization.

A number of site specific projects on the anvil are expected to yield further cost savings. The Company periodically identifies all risks. exports and competitive procurement has also led to significant product cost reductions. PGM has always recognized Quality as a Value. The Audit Committee of the Board addresses significant issues raised by the Risk Assurance Department. This has proved to be a financial advantage to our business for some Active Pharmaceutical Ingredients (APIs). Recently. Specialized products viz. 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 plant had been upgraded to be current with cGMP and has WHO certification. operations and people. Strategic sourcing. customer service and cost improvement. Cost Auditors and Statutory Auditors. PGM India has had an impressive track record of performance. Vfend. who review the effectiveness and efficiency of these systems and procedures. open and candid communication and commitment to shared values. short cycle times and consistently high customer services levels. PGM India has also demonstrated commitment to the Pfizer value ‘Community’ by consistently and proactively organizing various environmental. PGM India also has a pharmaceutical development role. thereby establishing PGM as the benchmark and taking us “Beyond # 1”. ‘Quality’ people and products has always been part of the Pfizer legacy. These are developed as line extensions and new products at the Product Development Laboratory (PRD) at Thane Plant. which is supported by independent firms of chartered accountants. assurance of regulatory compliance. formulation stability studies were successfully completed with locally manufactured Gemfibrozil. PGM India is committed to being a value-driven competitive advantage for Pfizer. MANUFACTURING OPERATIONS ‘‘Pfizer Global Manufacturing (PGM) will continue to forge ahead to accomplish our Mission of being the world’s leading supply organization and an innovative and powerful competitive advantage for Pfizer. a strong customer focus and a foundation based on our vision and mission elements that is fundamental to our organization. yielding cost improvements with sustained product quality and process robustness resulting in elimination of non value added activities throughout the process. The senior management has ownership of the major risks.’’ In line with our Mission Statement. PGM India’s manufacturing facility is located at Thane on the outskirts of Mumbai and additionally outsources requirements through contract manufacturers located in other parts of the country. Caduet. An extensive program of Risk Assurance further supplements the Company’s internal control systems. Clarithromycin and Azithromycin (Trulimax). simultaneously achieving inventory reduction goals. prioritizes the major risks and develops appropriate plans for its mitigation. while significantly improving the job satisfaction for PGM colleagues. This is done by the Risk Assurance Department. RFT has now become an inseparable part of PGM India and is now a way of life. Your Company’s internal control systems are commensurate with the nature and size of its business operations. achieving operational and manufacturing efficiencies coupled with process capabilities leveraging Global initiatives viz. With its passion for Quality. The management periodically reviews reports of internal auditors. Cyclokapron for human health and Dectomax.. Champix. as the demand for India specific formulations needs to be fulfilled on a continuous basis. defining it as: our customers and regulators hold us in the highest regard for the quality of our products. Colleagues across various functions have been exposed to programmes ranging from orientation to an intensive green belt and a much extensive black belt training. Viagra. and for maintaining accountability of assets. tablets and capsules. “Process Analytical Technology (PAT)” and effective process improvement initiatives such as “Kaizens. Your Company has a well defined Standard Operating Procedure for identifying and mitigating risks across all divisions of the Company. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and other data. Lyrica. aligning across Pfizer in its quest for a better quality of life and healthcare to the community. Community outreach programs were conducted 13 . its management and mitigation plans. The manufacturing facility at Thane produces non sterile formulations of oral liquids.transactions are authorized. social and health related initiatives in and around our Thane site. recorded and reported diligently. Minipress XL. canine vaccines for Animal Health business are imported from Global Pfizer sites. PGM India ensures compliance with the highest standards of quality while at the same time maintaining a competitive edge with concurrent reduction in product costs achieved through continuous improvement in efficiency and productivity. PGM India continually strives to create a work environment based on mutual respect. Alternative sources of supply from locally approved Active Pharmaceutical Ingredient (API) manufacturers and Pfizer audited sources has ensured quality supplies. “Right First Time (RFT)”. as an exercise in local import substitution and subsequent global sourcing. Our key strengths emphasize employee productivity and continuous efficiency improvements as well as optimized inventories.” The RFT phenomena has the potential to transform and have a dramatic impact on quality.

PGM India continues to march ahead in its endeavour to make a qualitative difference to the healthcare of the community by producing products of the highest quality and with the speed and flexibility to meet the needs of our business partners with good levels of customer satisfaction. • Change in Thane site consent category recorded by the Maharashtra Pollution Control Board (MPCB) from category ‘Red’ to category ‘Orange’ which means from ‘High risk to Medium risk’. Mr. A vigorous tree plantation program has contributed to enhanced levels of environment protection awareness in the community.399 Lakhs as compared to Rs. This is cited as a technological innovation and is a demonstration of PGM India’s commitment to the environment as there has been a significant reduction in atmospheric emissions. Human Resources resigned with effect from the close of business on 28th April. replacing the conventional furnace oil system. Pradip Shah retires by rotation as Director at the ensuing Annual General Meeting and being eligible. Goutam during his tenure as a Director. The operations for the period reflect a Net Profit of Rs.2008 by maintaining a high standard of EHS (Environment Health & Safety) performance that went beyond mere compliance. The Thane manufacturing site successfully sustained ISO 14001:2004 and OHSAS 18001:2007 for the year 2007. The use of Bagasse (sugarcane residue) as a fuel source has a far reaching social implication in terms of generating job opportunities in rural areas.involving several schools in the vicinity on environment. 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. A recent innovation was the eco-friendly ‘Bagasse-Briquette’ firing system for the plant boiler. However. Mr. iii. Executive Director. as per provision of Section 219 (1)(b)(iv) of the Act. The usage of Bagasse as an alternate source of Boiler fuel has enabled the site to secure the coveted ‘Carbon Credits’. Technology Absorption and Exports is given as Annexure to this Report. 14 DIRECTORS In accordance with the Articles of Association of the Company. offers himself for re-appointment. ii. iv. • Continuous reviews and coaching programs were conducted by site colleagues to inculcate and nurture ‘EHS Culture’ at all external contract manufacturing sites. 2008. CORPORATE GOVERNANCE The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. PGM remains committed to being a lean and agile organization that proactively embraces change. A separate report on Corporate Governance forms part of this Annual Report.403 Lakhs for the previous year. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act. the Report and Accounts .108 Lakhs for the previous year. 1956 (“the Act”) your Directors confirm the following: i.86 Lakhs as against Net Profit of Rs. information pertaining to Conservation of Energy. 1956 (“the Act”) read with the Rules framed thereunder forms part of this Report. Yugesh Goutam. 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. As we enter 2009. we will look to synergize our efforts to maximize and sustain operational excellence. OTHER INFORMATION As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988. 2008 on a ‘going concern basis’. • Strict adherence and high level compliance by all employees at the site on all aspects of EHS legislations. The information required under Section 217(2A) of the Companies Act. Your Directors wish to place on record their appreciation for the valuable contributions made by Mr. In the preparation of the Annual Accounts. DUCHEM LABORATORIES LIMITED The Net Sales of the Company for the year under review is Rs. • No accountable emissions / pollutants were released to the atmosphere or surroundings. Your Directors have prepared the attached Statement of Accounts for the year ended November 30. Several noteworthy achievements were recorded by the site: • No LTI (Lost Time Incidents) during the entire year which translates to safe work practices being followed by the entire work force. 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. the applicable accounting standards have been followed.

R. such as the disease. as Cost Auditors to audit the cost accounts maintained by the Company in respect of Formulations for the year ending November 30. if re-appointed.an audio and visual media center Pfizer has partnered with Aarvind Eye Hospital to increase awareness about Glaucoma...are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Your Directors wish to place on record their appreciation for the support and guidance provided by its Parent Company. 15 . Your Company’s medicines were donated to over 10 NGOs that serve across the country. They have given their consent to continue to act as Auditors of the Company for the current year.I. The philanthropic initiatives led by the Corporate Communications team of your Company in 2008 are: Product Donations Your Company supported activities that tackled diseases through product donation. 2009. school partnerships and support for healthcare in rural and urban India. importance of anti-glaucoma medications. Your Company also provided the urgent supply of medicines required by Indian Red Cross Society for patients in the flood affected districts of Bihar.S. 2009. U. AUDITORS M/s. Significant product donations were made to deserving voluntary organizations. COST AUDITORS Pursuant to the provisions of Section 233B of the Companies Act.an NGO that works towards helping cancer patients and their families cope with the crisis in their lives. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Company’s Registered Office. For and on behalf of the Board of Directors Mumbai. counseling and gives information to patients and their families in addition to other activities. SHAH Chairman Corporate Social Responsibility Your Company strives to be a trusted and responsible member of the community in which it works.A. 1956 necessary applications have been submitted to the Department of Company Affairs for the appointment of M/s. Mehta & Co. Pfizer Inc. We do this by going beyond the business of discovering and developing medicines to give back to our communities through urban revitalization initiatives. the Company’s Auditors will retire at the conclusion of the ensuing Annual General Meeting. B S R & Co.A. N. The sustained efforts to give back to society have resulted in communities continuing to benefit from them. V Care is an emotional support group. community-based approaches within the organization which manifests itself through the involvement of our colleagues in the various social initiatives that we have embarked on in 2008. diagnostic tests. Your Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its Management. January 30. Enhancing patient education & awareness of glaucoma . We help to foster forward-thinking. ACKNOWLEDGEMENTS Your Directors place on record their sincere appreciation for the support and assistance extended by the Company’s suppliers and business associates. laser and surgical procedures and importance of follow up with the doctor. The aim of this project is to enhance the information needed to educate the patient on various aspects of Glaucoma. providing assistance for financial aid. Running for a cause Your Company also participated in the Mumbai Marathon and ran in support of ‘V Care’ .

Bagasse Quantity Total Amount (000’s) Avg. Rs. Utilisation of used purified water in washing machines as cooling tower make up water Impact of measures taken Energy conservation measures of the types mentioned above have resulted in savings.ANNEXURE TO DIRECTORS’ REPORT CONSERVATION OF ENERGY: a) Energy Conservation continues to receive top priority in the Company. 6156 28502 4. KL Rs.63 59 2. ii) Installation of new Aeration System. Furnace Oil Quantity Total Amount (000’s) Avg. Total energy consumption and energy conservation per unit of production: As per Form A of the Annexure hereunder: FORM A: FORM FOR DISCLOSURE OF PARTICULARS WITH REGARD TO CONSUMPTION OF ENERGY: A. Standard There is no specific standard as the consumption per unit depends on the product mix of basic drugs (from chemical and biochemical processes) and formulations (capsules.D.02 2602 8976 3450 356 13752 38630 KWH Rs. maintenance systems improved and distribution losses are reduced./KWH MT Rs. iii) Revamping of Electrical Distribution System. Energy audits are carried out. Rate / MT 4. Rs. ointments.08 4160 13728 3300 177 4201 23732 I. KWH Rs. Lighting controls for Utility areas ADDITIONAL PROPOSALS BEING IMPLEMENTED FOR REDUCTION OF ENERGY CONSUMPTION 1. which have been reflected gradually in the cost of production. Specific Energy Conservation Measures are: i) Installation of Heat Recovery System for Boiler. liquids and injectibles) ENERGY CONSERVATION MEASURES TAKEN 1. } 16 . II. Previous Year 1-12-2006 to 30-11-2007 6936 32253 4.65 118 3. Rs. ii) Replacement of Furnace Oil by Bagasse Briquette as fuel for Boiler. Modifications in Bagasse furnace to achieve reduction in fuel consumption 2. KL Rs. Own Generation Through Diesel Generators (000’s) Units / Litre of H. b) Additional proposals or activities if any i) Variable Frequency Drives for additional Equipment. consumption monitored. Price) 3. Marginal cost / unit (considering only H.S. Rate/KL Consumption per Unit of production: Electricity (Units) Furnace Oil (Litres) KWH Rs. tablets. Rs. Rs. Electricity: Purchased Unit (000’s) Total Amount (000’s) Rate / Unit 2./KWH MT Rs.D. POWER AND FUEL CONSUMPTION: Current Year 1-12-2007 to 30-11-2008 1.09 11. Rs.S. c) Impact of measures taken Energy conservation measures stated above have resulted in gradual savings.58 15. KWH Rs.

9656. During the period under review : a) The foreign exchange earnings by the Company was Rs.2298. For and on behalf of the Board of Directors R. (b) Optimization of process parameters with emphasis on cost control and rationalization. The Company is at present exporting bulk drugs to Belgium and finished formulations to Sri Lanka.A. Specific areas in which R&D is carried out by the Company. c) Development of ancillary technology.23 Lakhs.18% TECHNOLOGY ABSORPTION. Future plan of action: (a) Import substitution and resolving process problems encountered in formulation manufacturing for quality and productivity. Expenditure on R&D Rs. 2009 . 3. The Company is continuously exploring possibilities of exporting more of its products to different markets. Benefits derived as a result of the above efforts : Product improvement.91 (ii) Revenue 2808. Mumbai. 2. import substitution.20 4. ADAPTATION AND INNOVATION: 1. Clinical and Formulation Development areas. Continuous adaptive research and development of products and processes with the objective of import substitution and cost containment in an inflationary environment is carried out. for packaging materials and machinery is undertaken. development of new export markets for products and services and export plans. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS: 1. January 30. Pharmaceutical and Animal Health. A. TECHNOLOGY ABSORPTION : FORM B DISCLOSURE OF PARTICULARS WITH REGARD TO ABSORPTION: Research And Development (R & D): 1. 3. adaptation and innovation. a) The Company is allowed to use the patents and technical know-how of Pfizer Inc. better dosage recommendations and improvements. SHAH Chairman 17 2. b) The foreign exchange expenditure (which includes import of raw materials.) was Rs.S.29 (iii) Total (iv) Total R&D expenditure as percentage of total turnover 2835. U. better dosage recommendations and improvements under Indian conditions is carried out. 4. standardized analytical methods which are reflected in the productivity of resources and better quality and stability of products. Benefits derived as a result of the above R&D. b) Clinical research to introduce new products researched abroad and to find their new applications. In Lakhs (i) Capital 26. process development.96 Lakhs. Activities relating to exports: Initiatives taken to increase exports. R&D is carried out in Pharmaceutical. (a) Product improvements.. spares and remittance of dividends etc. cost reduction.B. Efforts in brief made towards technology absorption. import substitution. (b) New application for drugs researched abroad. South Africa and Bangladesh. (d) Development of new dosage formulations. Technology imported during the last 5 years reckoned from the beginning of the financial year is given below : Technology Imported Year of Import Has technology been fully absorbed Manufacture of various 2003-2004 Being absorbed formulations from Active Pharmaceutical Ingredients Manufacture of formulation 2004-2005 Being absorbed -BronCorex C. (c) Studying feasibility of using new manufacturing technology in existing dosage forms. 2. standardization of quality control of formulations.

18 LEADERSHIP We believe that leaders lead by establishing clarity of purpose. The Chairman of the Board is a Non-Executive Independent Director. We come from many different countries and cultures. The table set below will explain the details: Name Category No. Our business practices and processes are designed to achieve quality results that exceed the expectations of patients. Gagrat Mr. measuring results carefully. and commitment to excellence.A. and our products and processes will be of the highest quality. We are guided by 9 Core Values in our day-to-day decision-making which reflect the enduring character of Pfizer and its people.Shah and Mr. We are dedicated to the delivery of quality healthcare around the world. knowing that the ongoing vitality of our host nations and local communities has a direct impact on the long-term health of our business. Pfizer Inc. Shah (Chairman) Mr. PERFORMANCE We strive for continuous improvement in our performance. Quality is ingrained in the work of our colleagues and all our Values. The Company had adopted the above 9 Core Values of its Parent Company. A. PFIZER’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE Corporate Governance at Pfizer is not just adherence to mandatory rules and guidelines. II. We are proud of Pfizer’s history of treating employees with respect and dignity. Leaders empower those around them by sharing knowledge and rewarding outstanding individual effort. speak many languages. QUALITY Since 1849. frequently transcending organizational and geographic boundaries to meet the changing needs of customers. R. business partners and the community it works and operates in. Then we will try to think of ways to do it better the next time. and enhancing our contribution to society. They appear in order as follows: INTEGRITY We demand of ourselves and others the highest ethical standards. and value this diversity as a source of strength. sustaining Pfizer’s growth. the Pfizer name has been synonymous with the trust and reliability inherent in the word Quality. and we are committed to building upon this tradition. 2008 . USA.e. colleagues. and we constantly focus on customer satisfaction.of other No. Pradip Shah. TEAMWORK We know that to be a successful company we must work together.Report on Corporate Governance I. April 28. Independent WTD – Whole-time Director NED – Non-Executive Director # Resigned w. We take genuine interest in the welfare of our customers. investors. RESPECT FOR PEOPLE We recognize that people are the cornerstone of Pfizer’s success. Kewal Handa (Managing Director) Dr. We encourage leadership at all levels of the organization and are dedicated to providing opportunities for leaders to grow and develop. The Pfizer name is a source of pride to us and should inspire trust in all whom we come in contact. customers. Non-Executive Directors are Independent Directors. The Board at Pfizer represents an optimum mix of professionalism. It lies in observing the spirit behind the letter. Mr. We have a relentless passion for Quality in everything we do. COMMUNITY We play an active role in making every country and community in which we operate a better place to live and work.f. The Board comprises of 3 NonExecutive Directors out of the total strength of 5 Directors as on date. and ensuring that integrity and respect for people are never compromised. The quest for innovative solutions should invigorate all of our core businesses and the Pfizer community worldwide. INNOVATION Innovation is the key to improving health. Leaders demonstrate courage. knowledge and experience. Richard Gane Mr. Yugesh Goutam # * NED (I) – Non-Executive Director. When we commit to doing something. Pradip Shah Mr. business partners and regulators. a shared sense of goals. both internal and external. of other of other Committees Committees Directorship* Directorships of which of which held Member Chairman NED (I) 14 5 4 WTD WTD NED (I) NED WTD 2 1 14 Nil Nil 1 Nil 4 Nil Nil Nil Nil 3 Nil Nil Mr. customers. colleagues. investors. most timely way possible. of No. R. Bomi M. we will do it in the best. This approach has helped the Company earn the trust of all its stakeholders over its long history. BOARD OF DIRECTORS (a) Composition of the Board of Directors The Company is fully compliant with the revised Corporate Governance norms in terms of constitution of the Board. Pfizer’s mission is to become the world’s most valued company to patients. pursuing actions based on a well-defined sense of what is right and a view to long-term success. CUSTOMER FOCUS We are deeply committed to meeting the needs of our customers.

2) The necessary disclosures regarding committee positions have been made by all the Directors. to enable the Board to discharge its responsibilities effectively and take informed decisions. with particular reference to: a) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of Clause (2AA) of Section 217 of the Companies Act. Reviewing.Notes: 1) Number of directorships/memberships held in other companies excludes directorships/memberships in private limited companies. 7. additional meetings are held. Significant adjustments made in the financial statements arising out of audit findings.1956. staffing and seniority of the official heading the department. Kewal Handa 6 6 Yes Dr. 2007 to November 30. Mr. Pradip Shah 6 5 No Mr.A. All the members of the Committee are professionals and are also financially literate within the meaning of Sub-clause (ii) Explanation 1 of Clause 49 II (A) of the Listing Agreement. the Managing Director and the Company Secretary discuss the items to be included in the Agenda and the Agenda is sent in advance to the Directors along with the draft of the relevant documents and explanatory notes wherever required. Prajeet Nair. with the management. Reviewing. Major accounting entries involving estimates based on the exercise of judgement by management. reporting structure coverage and frequency of internal audit. The Board meets at least 4 times in a year and the gap between two Board Meetings is not more than four months as per Clause 49 of the Listing Agreement. Thus. Six Board Meetings were held during the period December 1. Recommending to the Board. Reviewing the adequacy of internal audit function. the appointment. if any. 2008.A. if any. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. Gagrat 6 6 Yes Mr. the terms of reference of the Audit Committee are wide enough covering the matters specified below: 1. the Company Secretary. These were held on December 31. Disclosure of any related party transactions. 19 III. Reviewing. Shah.e. as Chairman. R. Bomi M. the replacement or removal of the statutory auditor and the fixation of audit fees. The terms of reference of the Audit Committee include the matters specified under Sub-clauses D and E of Clause 49 II and Disclosures under Clause 49 IV (A) of the Listing Agreement. the quarterly financial statements before submission to the Board for approval. 2008. Bomi M.A. b) c) d) e) f) g) 5. 2. including the structure of the internal audit department. 6. Mr. 2008. The Board decides the terms of reference of these Committees and the assignment of its Members thereof. the Audit Committee and the Shareholders’ Grievance Committee. BOARD COMMITTEES Currently.. with the management.f. (b) Board Meetings The Board of Directors (“the Board”) meets at least once every quarter to review the quarterly results and other items of the Agenda and. The following table gives attendance of the Directors of the Company in the Board Meetings: Name Number Number Whether of Board of Board last Annual Meetings Meetings General held attended Meeting attended Mr. Gane # Resigned w. the Board has two Committees viz. 2008 AUDIT COMMITTEE The Audit Committee comprises of Mr. performance of statutory and internal auditors. 2008. if required. Changes. 4. re-appointment and. membership of managing committees of various chambers/bodies and alternate directorships. 2008 and September 30. Dr. The Board is apprised and informed of all the important information relating to the business of the Company including those listed in Annexure-1A of Clause 49 of the Listing Agreement. February 25. Yugesh Goutam # 4 4 Yes * Leave of Absence was granted to Mr. Pradip Shah and Dr. April 28. R. None of the Directors is a Member of more than 10 committees and Chairman of more than 5 committees across all Indian public limited companies in which he is a Director. Bomi M. Mr. Qualifications in the draft audit report. the annual financial statements before submission to the Board for approval. Richard Gane * 6 No Mr. Shah is a Solicitor by profession. with the management. 3. . 2007. Mr. in accounting policies and practices and reasons for the same. Gagrat is the head of the Technical Operations of the Company. Gagrat. if necessary. and adequacy of the internal control systems. April 15. R. Oversight of the Company’s financial reporting process and the disclosure of financial information. March 31. The Chairman of the Board. foreign companies. acts as the Secretary to the Committee. 2008. Compliance with listing and other legal requirements relating to financial statements. Pradip Shah is a Chartered Accountant by profession. June 30. Shah 6 6 Yes Mr.

One Shareholders’ Grievance Committee Meeting was held on September 30. Managing Director. Performance Benefits and Linked Perquisites Incentives Mr. Prajeet Nair. The Audit Committee also reviews the following information: 1.e. March 31. of Received Cleared/ Pending Complaints during the attended at the at the year during end of beginning the year the year of the year Nil 333 333 Nil Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Gagrat 4 4 The Minutes of the Audit Committee Meetings were noted at the Board Meetings. 2008 and September 30. June 30. 2008.89 . There has been no materially significant related party transactions. Mr. To review the functioning of the Whistle Blower mechanism of the Company. Yugesh Goutam Total 184. debenture holders. Salary.8. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Sitting Fees. Bomi M. Perquisites and Commission: The following table gives details of remuneration paid to all directors during the financial year 2007-08: (a) Executive Directors Rs. Shah 4 4 Mr. Four Audit Committee Meetings were held during the financial year under review and the gap between two Meetings did not exceed four months. REMUNERATION TO DIRECTORS Remuneration Committee being a non-mandatory requirement has not been formed. Human Resources.30 57. and its Directors for the year ended November 30. 2008. submitted by management. The appointment.37 59. Management letters/letters of internal control weaknesses issued by the statutory auditors. Yugesh Goutam. 2008. 3. 4. The following table gives attendance of the Members in the Audit Committee Meeting: Name Number of Number of Meetings held Meetings attended Mr. 20 Non-receipt of dividend Non-receipt of share certificates after transfer/ consolidation/transmission/ exchange/split/merger Non-receipt of Annual Report Total Nil Nil Nil 117 76 526 117 76 526 Nil Nil Nil 526 complaints were received during the financial year and all of them have been redressed/answered to the satisfaction of the shareholders. Independent Director as its Chairman and Mr. the Company Secretary. The details of complaints received. Gagrat Mr. member of the Committee. SHAREHOLDERS’ GRIEVANCE COMMITTEE The Shareholders’ Grievance Committee comprises of Mr. 9. 2.14 Total 217. 2008. 10. in lakhs Name Remuneration Salary. Kewal Handa. 2008. R.84 10.93 15. Management discussion and analysis of financial condition and results of operations. 2008 that may have a potential conflict in the interest of the Company at large. To look into the reasons for substantial defaults in the payment to the depositors. Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. acts as the Secretary to the Committee and as the Compliance Officer.35 295. April 28. Benefits.87 79. Pradip Shah. The Chairman of the Audit Committee was present at the 57th Annual General Meeting held on April 15. Statement of significant related party transactions (as defined by the Audit Committee). the Internal Auditor. Bomi M. Pradip Shah 4 4 Dr. 12.f.A. These were held on February 25.94 63. Discussion with internal auditors any significant findings and follow up thereon. pecuniary relationships or transactions between Pfizer Ltd. resigned w. shareholders (in case of non-payment of declared dividends) and creditors. removal and terms of remuneration of the chief internal auditor. Remuneration of Directors. 11.46 47. the Statutory Auditors and the Cost Auditor are invitees to the Meeting. Kewal Handa Dr. and 5.75 32.72 354. cleared/pending during the financial year 2007-08 are given below: Nature of Complaints No. No investor grievance remained unattended/pending for more than 30 days and no request for share transfers and dematerialisation received during the financial year was pending for more than 30 days and 15 days respectively. The Finance Director. Executive Director. Internal audit reports relating to internal control weaknesses. 13. Mr. 2008.

R. GENERAL BODY MEETINGS (a) The details of the last 3 Annual General Meetings held: AGM 57th 56th 55th Financial Year 2006-2007 2005-2006 2004-2005 Date and Time April 15. B.m. 2006 at 3.28. Venue of AGM Y. The amount of Commission payable to each of the Resident Non-Executive Directors is decided by the Board on the following basis: Ł The role and responsibility as Chairman/Member of the Board. the details of which are as under: Rs. resignation of a Director becomes effective upon its acceptance by the Board. the CEO and CFO Certification of the Financial Statements. Chavan Auditorium. R.00 3400 Nil Nil Total 2. are reviewed by the Audit Committee of the Company. CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION As required under Clause 49(V) of the Listing Agreement. 21 . 2004. Crawford Bayley & Co. Shah Mr. and dividend on ordinary shares held. the Cash Flow Statement and the Internal Control Systems for financial reporting is enclosed to this Report. (iii) Besides payment of commission and sitting fees. Crawford Bayley & Co. The fees earned by M/s.. who already have a prior Service Contract with the Company. Richard Gane 1. Shah.400 021. in lakhs Name Sitting Fees Commission Total Number of shares held Mr. Shah is a senior partner of M/s. SUBSIDIARY COMPANY The Company does not have a material non-listed Indian subsidiary whose turnover or networth (i. Pradip Shah Mr. Ł The Minutes of the Board Meetings of the subsidiary company are noted at the Board Meetings of the Company.A. in each year during the last three Financial Years. Crawford Bayley & Co.00 p. Paid-up Capital and Free Reserves) exceeds 20% of the consolidated turnover or networth respectively of the Company and its subsidiary in the immediately preceding accounting year. by the Directors.e. There is no separate provision for payment of severance fee under the resolutions governing the appointment of Managing Director and Whole-time Directors.00 p. Shah.A. Duchem Laboratories Limited. (ii) Employee Stock Option Scheme The Company does not have any Employee Stock Option Scheme.00 6. Crawford Bayley & Co. Severance Fees and Notice Period The appointment of the Managing Director and Whole-time Director is governed by the Articles of Association of the Company and the Resolutions passed by the Board of Directors and the members of the Company. Ł The number of various Board and Committee Meetings attended. The professional fees of Rs. the investments. General Jagannath Bhosale Marg. April 21.Notes: (i) Service Contracts. Ł The role and responsibility as Chairman/Member of the Committee(s).00 6.00 1. made by the unlisted subsidiary company. R.00 Notes: (i) The Commission payable to Resident Non-Executive Directors is decided by the Board of Directors of the Company within the limits stipulated by the Special Resolution passed at the 53rd Annual General Meeting held on April 29. The Company monitors the performance of its 100% subsidiary. if any. V. 2007 at 3. 2008 at 3. Solicitors & Advocates. from Pfizer Ltd. Next to Sachivalaya Gymkhana. no other payments have been made or transactions of a pecuniary nature entered into by the Company with the Directors.00 12. does not have a material association with the Company. These cover the terms and conditions of such appointment read with the service rules of the Company.. in particular. (b) Non-Executive Directors The Resident Non-Executive Directors are paid remuneration by way of Commission and Sitting Fees. In terms of the Articles of Association.27 Lakhs that was paid to them during the year is not considered material enough to impinge on the independence of Mr.00 pm. IV. Ł Details of significant transactions and arrangements entered into by the unlisted subsidiary company are placed before the Board of the Company as and when applicable. if any.00 5. VI. the legal firm M/s. who have a professional relationship with the Company. (ii) Mr.00 5. A separate Service Contract is not entered into by the Company with the Managing Director and with those elevated to the Board from the management cadre. Mumbai .A.00 10. A. March 22. R. (iii) Performance Linked Incentive criteria The Company has internal norms for assessing the performance of its senior executives including Whole-time Directors. constitutes less than 1% of the total revenue of M/s.m. As per the view of the Board of Directors and also as per the legal opinion sought on the subject of Independence of Mr. inter-alia. The payment of commission to Non-Executive Director is made on an ad-hoc basis. by the following means: Ł The Financial Statements.

(f) The Company has complied with all the mandatory requirements under the revised Code of Corporate Governance and has also adopted certain non-mandatory requirements under Clause 49 of the Listing Agreement. Management Discussion and Analysis Report The Management Discussion and Analysis Report forms a part of the Directors’ Report. 2004 which is applicable to each member of the Board of Directors and Senior Management of the Company. all the data relating to quarterly financial results. Presentation to Institutional Investors/Analysts Four conferences were held with Institutional Investors/Analysts. or Management. The Company has received confirmations from all the Directors and Senior Management of the Company regarding compliance with the said Code for the year ended November 30. discussion on financial and operational performance and material developments in human resources are discussed in the said Report. (c) Code of Conduct The Company is committed to conducting its business in conformity with ethical standards and applicable laws and regulations. VIII. internal control systems and adequacy. The said Code is also posted on the website of the Company ‘www.pfizerindia. . July 7. The official news releases are also displayed on the website of the Company. DISCLOSURES (a) Related party transactions The Company has not entered into any materially significant related party transactions with its Promoters. Transactions with the related parties as per requirements of Accounting Standard 18 are disclosed in Note 15 of Schedule 19 to the financial statements in the Annual Report and they are not in conflict with the interest of the Company at large.sebiedifar. SEBI and other statutory authorities on all matters relating to capital markets during the last three years. This commitment stands evidenced by Model Code of Conduct adopted by the Board of Directors at their meeting held on December 30. Directors.pfizerindia. None of the Resolutions proposed for the ensuing Annual General Meeting need to be passed by Postal Ballot. 2008. VII. details of which are given at the end of this Report. The said Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the higher levels of supervisors including the Audit Committee. their subsidiaries or relatives. (b) Compliances by the Company The Company has complied with the requirements of the Stock Exchanges.com’. outlook. MEANS OF COMMUNICATION Quarterly Results The quarterly results are generally published in ‘Business Standard’ and ‘Sakal’. 2008. The results are also displayed on the website of the Company ‘www.nic. The Audit Committee has reviewed the related party transactions as mandatorily required under Clause 49 of the Listing Agreement and found them to be not materially significant. (e) Risk Management framework The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.com’. No penalties or strictures have been imposed on the Company by the Stock Exchanges. concerns about unethical behaviour. that may have potential conflict with the interests of the Company at large. segment-wise/ product-wise performance.. Kewal Handa. shareholding pattern. (c) Passing of Special Resolutions by Postal Ballot: There were no Special Resolutions required to be passed through Postal Ballot at the last three Annual General Meetings. The Company has received disclosures from the senior managerial personnel confirming that they have not entered into any financial and commercial transactions in which they or their relatives may have a personal interest. A certificate from Mr.pfizerindia. risks and concerns. etc. EDIFAR Filing As per the requirements of Clause 51 of the Listing Agreement. Managing Director to 22 this effect forms part of this Report. All matters pertaining to industry structure and developments. on March 5. etc. are electronically filed on the EDIFAR website ‘www. 2008 and October 3.com’ shortly after its submission to the Stock Exchanges. 2008. April 9.(b) Special Resolutions passed at the last three Annual General Meetings: There were no Special Resolutions passed at the last three Annual General Meetings. SEBI or other statutory authorities relating to the above. The transcript of the same were put on the Company’s website ‘www. 2008. actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. opportunities and threats. (d) Whistle Blower Policy The Company has already put in place a mechanism for employees to report to the Management.in’ within the timeframe prescribed in this regard.

. Ltd.00 580. allotted by the Ministry of Corporate Affairs.com Share Transfer System The Company Secretary has been empowered by the Board for approving transfers/transmissions of shares.india@pfizer. High (Rs.) Dec.00 590.00 p. Patel Estate.com Registrar and Transfer Agents Karvy Computershare Pvt.00 664. split/consolidation.10/. Demat requests are processed within 15 days from the date of receipt. Near Image Hospital. every six months.00 699. contactus. 2008 Nov.each) from December. Near Sachivalaya Gymkhana.m. 2009 (both days inclusive). Tel. the Registrar and Transfer Agents of the Company or to the Secretarial Department of the Company at the following addresses. The share transfers received are processed within 15 days from the date of receipt. 2009 Second Quarter Results Fourth week of June. Tel. India. if declared at the ensuing Annual General Meeting.) Low (Rs. 2007 Jan. MARKET PRICE DATA* The High and Low prices of the Company’s share (of the face value of Rs.00 *Source : BSE & NSE Website 23 .) Low (Rs.05 610. At each meeting.25 441. Mumbai – 400 102. time and venue of the Annual General Meeting: Date : April 15.00 505. Vittalrao Nagar.00 645. 2008 May 2008 Jun.00 606. have adequate infrastructure to process the share transfers. 2009 Fourth Quarter and Annual Results Fourth week of January. Off S. 2010 Address for Correspondence All Shareholders’ Correspondence should be forwarded to Karvy Computershare Pvt.00 674. Mumbai – 400 021.00 644.00 699.00 824. subject to the transfer instrument being valid and complete in all respects.00 581.00 671.500680 The National Stock Exchange of India Ltd. 2008 Sep. Date of Book Closure April 6.95 590.00 435. Karvy Computershare Pvt.00 583. 2007 till November. Registered Office Pfizer Limited Pfizer Centre. is L24231MH1950PLC008311.00 436.00 624. UNIT : Pfizer Limited Plot No. 23420857 Email: einward. 2008 850. Road.65 530. 2008 Apr. 2009 Time : 3. 2009 to April 15.nair@pfizer.V. Stock Code Bombay Stock Exchange Ltd. Financial Calendar (tentative) First Quarter Results Fourth week of March. Hyderabad – 500 081.90 625.00 587. Government of India. 2009 Third Quarter Results Fourth week of September.00 720.75 526. the Board is apprised of the details of transfer/transmission/ issue of duplicate shares certificates. .50 501. Jogeshwari (W).00 The National Stock Exchange of India Ltd. 2008 Aug.00 650. 2009 to the account mandated by the shareholders.90 689. Listing on Stock Exchanges The Company is listed on the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Company’s Registrars. High (Rs. International Securities Identification Number (ISIN) The Company’s scrip forms part of the SEBI’s Compulsory demat segment bearing ISIN No. Venue : Y. shall be deposited in a separate bank account within 5 days of its declaration and shall be paid/credited on April 30. as on date. to give credit of the shares through the Depositories.) 877.ris@karvy. 2008 Oct.00 581.00 551. 2008 July.00 550.20 560. a Practising Company Secretary audits the system of share transfers and other related matters and a Certificate to that effect is issued.00 436. Ltd.95 599. INE182A01018. The annual listing fees have been paid and there is no outstanding payment towards the Exchanges. : 022 6693 2000 Fax : 022 6693 2377 E-mail : prajeet.00 571..B.00 716.com Homepage: www. The Company is registered at Mumbai in the State of Maharashtra.PFIZER EQ Financial Year The Company observes 1st December to 30th November as its financial year. Chavan Auditorium General Jagannath Bhosale Marg. 2008 are as below: Month Bombay Stock Exchange Ltd.00 513.IX.com.00 652. Ltd.80 680. issue of duplicate share certificates and other allied matters up to a limit of 1000 shares of individual items. 2008 Mar.05 536. 17 – 24.90 623.00 520. In compliance with the Listing guidelines.: 040 23420815 . Corporate Identity Number (CIN) The Company’s CIN. Dividend Payment Date The dividend recommended by the Board of Directors.00 817. 2008 Feb.75 556.28 Fax: 040 23420814. Madhapur.00 694.65 581. GENERAL SHAREHOLDER INFORMATION Date.pfizerindia.

88 2. NIFTY (Indexed) Dec-07 Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 24 .57 3.53 3.00 1052891 1036523 2650237 766423 940939 154906 23239521 29841440 3. 2008: Category Foreign Collaborator (Pfizer & Associates) Banks Financial Institutions Foreign Institutional Investors Mutual Funds Domestic Companies Non-Domestic Companies Non-Residents Others (Resident Individuals) Total No.100 101 .44 16. Shareholding Pattern as on November 30. Class-wise Distribution of Equity Shares as on November 30.500 501 .46 0. of Shares 12302937 81022 4567001 727234 4801328 959347 12108 176404 6214059 29841440 Percentage 41.30 2.59 20.23 0.28 17.83 100.04 0.82 17.50 51 .68 0.1000 1001 .88 100.03 0. 2008: Number of Equity Number of Percentage of Number of Percentage of Share Holding Shareholders Shareholders Shares Shareholding 1 .52 77.10000 10001 & ABOVE Total 46266 12726 12987 1074 498 23 75 73649 62.5000 5001 . BSE SENSEX.10 100.09 3.47 8.63 1.00 (b).15 0.27 15.21 0.00 130 120 110 100 90 80 70 60 50 40 30 PERFORMANCE OF PFIZER SHARE PRICE TO BROAD BASED INDEX.DISTRIBUTION OF SHAREHOLDING (a).

Fax : 022 6791 6160 Bank details for dividend payment Shareholders desirous of receiving their dividend directly in their bank account through Electronic Clearing System (ECS) are requested to inform their ECS mandate to the Registrars and Transfer Agent of the Company. Karvy Computershare Pvt. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrars. Karvy Computershare Pvt. R. January 30. As on November 30. etc. X. the Company has not issued these types of securities. A. His office is located in Mumbai and. Ltd. Shah Chairman Mumbai.A. Outstanding GDRs/ADRs/Warrants or any convertible instruments.58 % of the widely held shares} of the paid-up share capital of the Company representing 16763863 shares has been dematerialized. Navi Mumbai-400 705 Tel : 022 6791 6161. 2009 25 . Mr. Shah. Solicitor is a Senior Partner of Crawford Bayley & Co. As of date. Plant Location: Pfizer Limited Thane Belapur Road. Shareholders’ Rights The half-yearly financial results are published in the newspapers as mentioned above and also they are displayed on the website of the Company. NON-MANDATORY REQUIREMENTS Chairman’s Office The Chairman. Therefore.18 % {representing 95.. The Company has established connectivity with both the Depositories viz. On behalf of the Board of Directors R. Ltd. therefore. 2008. the results were not separately circulated to all shareholders. he has not sought maintenance of the Chairman’s Office at the Registered Office premises of the Company. KU Bazar Post. Beneficiaries holding the scrip of the Company in the dematerialized form may intimate the change in their bank details to their Depository Participant (DP) furnishing their details with the correct 9 digit MICR code of their bank along with blank cancelled cheque. 56.Dematerialization of Shares and Liquidity The shares of the Company form part of the compulsory demat segment.

January 30. Managing Director and S. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards. Kewal Handa Managing Director (Chief Executive Officer) Mumbai. 2008. We have indicated to the Auditors and the Audit Committee that there are no i). For B S R & Co. Chartered Accountants Bhavesh Dhupelia Partner Membership No: 042070 Mumbai. Our examination was limited to procedures and implementation thereof. of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. 2009 Certification by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) pursuant to Clause 49 of the Listing Agreement. We. no transactions entered into by the Company during the year which are fraudulent. if any. Sridhar. For PFIZER LIMITED Kewal Handa Managing Director Mumbai. b. we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. 2009 26 . significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements. 2009 Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding compliance with Code of Conduct In accordance with Clause 49 I (D) of the Listing Agreement with the Stock Exchanges. instances of significant fraud of which we have become aware and the involvement therein. c. if any. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee. applicable laws and regulations. The compliance of the conditions of Corporate Governance is the responsibility of the Company’s management. adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. of the management or an employee having a significant role in the Company’s internal control system over financial reporting. significant changes in internal control over financial reporting during the year.Certificate of Compliance with the Corporate Governance requirements under Clause 49 of Listing Agreement To the Members of Pfizer Limited We have examined the compliance of conditions of Corporate Governance by Pfizer Limited (“the Company”) for the year ended 30 November 2008 as stipulated in Clause 49 of the Listing Agreement of the Company with Stock Exchanges in India. 2008 and that to the best of our knowledge and belief: i). We have reviewed the financial statements and the cash flow statement for the year ended November 30. January 30. deficiencies in the design or operation of such internal controls. as applicable to them. In our opinion. Sridhar Finance Director (Chief Financial Officer) d. Finance Director. January 30. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. all the Directors and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct. illegal or violative of the Company’s code of conduct. I hereby confirm that. ii). to the best of our knowledge and belief. ii). Kewal Handa. There are. and to the best of our information and according to the explanations given to us. and iii). in our capacity as Chief Executive Officer (CEO) and Chief Financial Officer (CFO) respectively of the Company hereby certify that – a. for the financial year ended November 30. For Pfizer Limited S. It is neither an audit nor an expression of opinion on the financial statements of the Company.

(‘the Act’) we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. We believe that our audit provides a reasonable basis for our opinion. evidence supporting the amounts and disclosures in the financial statements. Chartered Accountants Mumbai 30 January 2009 Bhavesh Dhupelia Partner Membership No: 042070 27 . As required by the Companies (Auditor’s Report) Order. 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. and to the best of our information and according to the explanations given to us. in our opinion. 1956. the said accounts give the information required by the Act. in the case of the profit and loss account. 2003 (‘the Order’) issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act. of the profit for the year ended on that date. profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account. and f) iii) in the case of the cash flow statement. We conducted our audit in accordance with auditing standards generally accepted in India. Our responsibility is to express an opinion on these financial statements based on our audit. Further to our comments in the Annexure referred to above. 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 in our opinion. of the cash flows for the year ended on that date. For B S R & Co. in our opinion. the balance sheet. annexed thereto. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. as well as evaluating the overall financial statement presentation. of the state of affairs of the Company as at 30 November 2008. An audit also includes assessing the accounting principles used and significant estimates made by management. the balance sheet.Auditors’ Report To the Members of Pfizer Limited 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. we report that: a) b) c) d) e) 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. An audit includes examining. These financial statements are the responsibility of the Company’s management. on a test basis. in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) ii) in the case of the balance sheet. proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. 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.

(ii) (a) The inventory. firms or other parties covered in the register required under Section 301 of the Act. (iv) (v) (vi) (vii) (viii) (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. 28 . including quantitative details and situation of fixed assets. The Company has not accepted any deposits from the public. this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. 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. In our opinion and according to the information and explanations given to us. 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. Income tax. In our opinion. Service tax. (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.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. has been physically verified by the management during the year. In our opinion. (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. and according to the information and explanations given to us. 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. however. Wealth tax. 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. (c) The Company is maintaining proper records of inventory. 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. undisputed statutory dues including Provident fund. Investor Education and Protection fund. In our opinion. Customs duty. 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. Service tax. and according to the information and explanations given to us. According to the information and explanations given to us. We have not. Wealth tax. Sales tax. except goods-in-transit and stocks lying with third parties. (c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption. no undisputed amounts payable in respect of Provident fund. Accordingly. 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. made a detailed examination of the records for determining whether they are accurate or complete. Majority of stocks lying with third parties at the year-end have been confirmed. 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. paragraph 4(iii) of the Order is not applicable. and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. the Company did not have any dues on account of Employees’ State Insurance. As explained to us. certain fixed assets were physically verified by the management during the year. (iii) According to the information and explanations given to us. The discrepancies noticed during physical verification were not material and have been adjusted in the books of account. there is no continuing failure to correct major weaknesses in internal controls. the Company has an internal audit system commensurate with the size and nature of its business. In our opinion. Sales tax. In accordance with this program. we are of the opinion that there are no companies. Income tax. the frequency of such verification is reasonable.

the Company is not dealing or trading in shares. debentures and other securities.Annexure to the Auditors’ Report 30 November 2008 (Continued) (b) According to the information and explanations given to us. 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. In our opinion and according to the information and explanations given to us. debentures and other investments. 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. securities. there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Act. Sales tax. As stated in paragraph (iii) above. (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) For B S R & Co. the dues set out in Appendix 1 in respect of Income-tax. According to the information and explanations given to us. the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Customs duty and Excise duty have not been deposited by the Company with the appropriate authorities on account of disputes. Service tax. In our opinion and According to the information and explanations given to us. According to the information and explanations given to us. The Company did not have any term loans outstanding during the year. The Company has not granted any loans and advances on the basis of security by way of pledge of shares. The Company did not have any outstanding debentures during the year The Company has not raised any money by public issues during the year. Chartered Accountants Mumbai 30 January 2009 Bhavesh Dhupelia Partner Membership No: 042070 29 . no fraud on or by the Company has been noticed or reported during the course of our audit. the Company has not given any guarantee for loans taken by others from banks or financial institutions. The Company did not have any outstanding debentures or any outstanding loans from financial institution during the year. (x) (xi) 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.

83 3.23 Period to which the amount relates 1996-2003 1998-2000 1998-2003 1998-2001 1999-2000 1999-2003 2001-2003 2005-2006 2002-2003 1990-1992 1994 2005-2007 2003-2004 2004-2005 2004-2005 1985-1988 2000-2001 1998 1996-1997 1995 1997-2001 1994-1995 1996-1997 1997-1998 1998-1999 1999-2000 2002-2003 2003-2004 Commissioner of appeals Commissioner of appeals Forum where dispute is pending Customs. 1962 Service Tax The Income Tax Act. Central Excise 1944 Central Excise 1944 Duty and penalty on classification/ valuation.11 1576. Service tax Appellate Tribunal The Central Excise Act.49 14.92 1.04 8. Duty and penalty on imports and other disputes Duty & Penalty Duty & Penalty Tax and penalty on expenditure disallowed 12. The Act.02 4.54 76.06 1.17 90. 1962 Customs Act. Excise.49 75.37 The Act.62 6. 1944 Duty and penalty on classification/ valuation and other disputes Commissioner of appeals Assistant Commissioner Supreme Court The Supreme Court Commissioner of appeals The Bombay High Court Commissioner of Income Tax (Appeal) Customs Act. 1944 6.09 22.32 40. 1961 30 .20 1.55 41.00 36.70 1.97 The Central Excise Act.06 193.93 14.Appendix 1 as referred to in paragraph ix(b) of Annexure to the Auditors’ Report Name of the Statute Nature of Dues Amount ( In Lakhs) 68.

54 3.18 1.70 4.00 2.54 2.76 17.10 1.92 8.05 Period to which the amount relates 1992-1993 1983-1984 1985-1986 1986-1987 1993-1994 1994-1995 1995-1996 1996-1997 1999-2000 2000-2001 2001-2002 2002-2003 2003-2004 1993-1994 1994-1995 1995-1996 1996-1997 1997-1998 1998-1999 1994-1996 1996-1997 1998-1999 1998-1999 2002-2003 2002-2003 2001-2002 2002-2003 1986-1987 1998-1999 1993-1994 Forum where dispute is pending Supreme Court Deputy Commissioner (Appeal) Additional Commissioner Tribunal Deputy Commissioner (Appeal) Joint Commissioner Assistant Commissioner 31 .56 4.83 24.27 0.56 6.62 7.05 0.41 125.81 1.50 20.57 14.31 54.46 9.02 87.Name of the Statue State and Central Sales Tax Acts Nature of Dues Tax interest and penalty for non submission of forms and other disallowances Amount ( In Lakhs) 10.92 1.45 0.97 0.87 3.71 126.69 42.47 3.32 2.

57 293.46 14161.64 8305.65 54306. Chartered Accountants For and on behalf of the Board R A SHAH KEWAL HANDA BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai.32 86972.98) (11165.08 1449.41 24795.14 89956.48 18 19 56182. including advances 3 13989. As per our report attached. 2009 . 2009 32 P SHAH B M GAGRAT (Dr) Chairman Managing Director Directors } PRAJEET NAIR Company Secretary Mumbai.32 61880.82 4 5 6 7 8 9 10 12468.08) (7444.48 2984.18 98991.80) 6016.25 2267.14 64864.16 89956.26 6136. 2008 Rupees in Lakhs Schedule Ref.15 9506.12 3229.14 (8144.94 50.Balance Sheet as at 30th November.34 1024. As at 30th Nov 2008 Rupees in Lakhs As at 30th Nov 2007 Sources of Funds Shareholders’ funds Share capital Reserves and surplus 1 2 2984. loans and advances Inventories Sundry debtors Cash and bank balances Other current assets Loans and advances Current liabilities and provisions Current liabilities Provisions Net current assets Miscellaneous expenditure (to the extent not written off or adjusted) Voluntary retirement scheme TOTAL Significant accounting policies Notes to the accounts 11 12 (12214.42) The schedules referred to above form an integral part of this Balance Sheet.94 77976.82) 5076.46) 79333.50) (21793.32 5972.17 817.48 89956.55 47979.48) (19658.46 TOTAL Application of Funds Fixed assets Gross block Accumulated depreciation Net block Capital work-in-progress at cost.25 1297.00 64864.03 (10627.46 64864.72 50.38 7040. 30th January.94 (8913.92 Investments Deferred tax asset ( Net ) Current assets. 30th January.11 13536. For B S R & Co.

68 74900.68 Rs.58 10.72 10169.51 67545.68 41856.46 54787.02 44988. 100. As per our report attached. 2009 KEWAL HANDA P SHAH B M GAGRAT (Dr) Chairman Managing Director Directors } PRAJEET NAIR Company Secretary Mumbai.22 57989.02 138.99 228.70 2991.18 634. Year ended 30th Nov 2008 Rupees in Lakhs Year ended 30th Nov 2007 Income Gross sales Less: Excise duty Less: Sales tax Net sales Operating and other income 76482.19 56047.15 77112.61 9342.84 34269.34 1112. 30th January. Chartered Accountants For and on behalf of the Board R A SHAH BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai.00 242.Schedule 19) Nominal Value Per Share Significant accounting policies Notes to the accounts The schedules referred to above form an integral part of this Profit and Loss Account.76 20510.79 3302.30 1.58) 29912.52 958. 2009 33 .76 77301.24 10. 2008 Rupees in Lakhs Schedule Ref. 30th January.01 21065.20 3730.68 13001.Net 17 Profit Before Taxation Less: Taxation Current tax Fringe benefits tax Deferred tax charge / (credit) Profit After Taxation Balance brought forward Total Available for Appropriation Transfer to general reserve Proposed dividend Tax on dividend Balance Carried To Balance Sheet Earnings Per Share (Basic And Diluted) (Refer Note 10 in the Notes to the accounts .43 12450.00 18 19 3400.00 23147.00 8206.13 7355.54 24097.94 67265.82 10209.40 1394.00 (734.76 46747.69 13 14 15 16 3 67770.76 (1735.76 23758.16 33892.04) 45012.66 20966. For B S R & Co.52 Expenditure Material cost Personnel cost Manufacturing and other expenses Interest on short term loans Depreciation Profit Before Taxation And Exceptional Items Exceptional items . 113.72 10740.Profit And Loss Account for the year ended 30th November.19 Rs.09 5408.75 20790.28 3835.08 44988.06 6199.68 101535.

03) 2645.00) 5357.00) 0. 2008 Rupees in Lakhs 30th Nov 2008 A Cash Flow from Operating Activities : Net profit before taxation and exceptional items Adjustments for Depreciation Unrealised foreign exchange (gain) / loss ( Net ) Interest income Profit on fixed assets sold / discarded Profit on sale of assets held for disposal Interest expenses Provision for doubtful debts and advances Provisions no longer required written back Provision for dimunition in the value of investment Operating profit before working capital changes Adjustments for Trade and other receivables Inventories Trade and other payables Provisions (excluding proposed dividend.32 (160. income tax provision) Cash generated from operations Direct taxes paid ( Net ) Net cash from operating activities before exceptional items Exceptional Items VRS paid Proceeds from sale of brands ( Net ) Net cash from operating activities after exceptional items ( A ) B Cash Flow from Investing Activities : Purchase of fixed assets Proceeds from sale of fixed assets Purchase of investments / Inter corporate deposits ( Net ) Interest received Net cash from / (used) in investing activities ( B ) C Cash Flow from Financing Activities :Dividend paid ( including tax on distributed profits) Interest paid Net cash used in financing activities ( C ) Net Increase / (Decrease) in Cash & Cash Equivalents (A)+(B)+(C) Opening cash and cash equivalents (Note 1) Closing cash and cash equivalents (Note 1) 21065.58 (11297.36) (16.58) 6322.tax on distributed profits.06 (7887.36 13686.21 23234.95 (12673.39 (10750.84 6322.11 16926.67 Rupees in Lakhs 30th Nov 2007 46747.60 (2667.17 17340.33 188.08 (1367.46 (3804.46 10.19 (0.09) 27966.58 (694.84) 330.71) (5989.00) 3335.37) 16071.03 (3680.74) (2962.89 (430.80) 173.20) (92.82 (7588.55 (672.04) (1.75 1112.76 958.80 819.29) 1.00) 2389.34 30638.Cash Flow Statement for the year ended 30th November.56) 17340.06) 2062.52) (7589.40 15318.38) (27369.58) (9519.17 54301.35) (9519.50) 1695.94 338.51) 37.52 510.67 47979.55) 21095.83 47979.92 (11.70 (6700.23 23729.34 34 .

03 2158.48 46090.30th January.Cash Flow Statement for the year ended 30th November. 2008 Rupees in Lakhs 30th Nov 2008 Notes : 1 Cash and cash equivalents include : Cash on hand With scheduled banks On current accounts (including accounts with overdraft facility) On margin money accounts On time deposit accounts Cheques on hand / in transit Unrealised translation gain on foreign currency cash & cash equivalents Rupees in Lakhs 30th Nov 2007 5.79 47979.84 4.24) 54301. For B S R & Co.20 3.89 3. 2009 P SHAH B M GAGRAT (Dr) Chairman Managing Director } Directors PRAJEET NAIR Company Secretary Mumbai.40 9.40 135. 3 The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 on “Cash Flow Statement”. 30th January.48 52003.17 2 Interest income on delayed payments from customers and rental income have been shown under ‘Cash flow from operating activities’ as according to the Company these form an integral part of the operating activities.28 (4. As per our report attached. 2009 35 .30 1871. Chartered Accountants For and on behalf of the Board R A SHAH KEWAL HANDA BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai.

43.70 14613.440) Equity shares of Rs.76.98.080 (Nov 2007: 2. 10 each fully paidup are held by Pfizer Corporation. 10 each Issued 2.57. USA and Parke-Davis & Company LLC. 10 each in aggregate are held by Warner-Lambert LLC.00 0.Schedules to the Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 1: Share capital Authorised 2.00 2984. 133.41 2984. 10 each forfeited TOTAL 2984.080) Equity shares of Rs.640) Equity shares of Rs. Add: Forfeited share capital Amount paid up on 2.640 (Nov 2007: 2.76 3400.59 4000.70 36 .100) Equity shares of Rs.14 2277.98.94 lakhs. 10 each were issued as fully paid-up to the shareholders of erstwhile Parke-Davis (India) Limited (pursuant to the Scheme of Amalgamation of Parke-Davis (India) Limited with the company).55.92 lakhs and share premium account Rs.91. .08.98.98.91. .10.636 (Nov 2007: 1.20 (455.941 Equity shares issued to Pharmacia Corporation.19 86972. USA.68 61880.44. 10 each Subscribed and paid up 2. 10 each 1.76 2991.14 2984. Panama.76. Schedule 19 ) Balance as per profit and loss account TOTAL 2277.896 (Nov 2007: 21.93. 1776. 10 each fully paid-up Of the above . 10 each were issued as fully paid-up to the shareholders of erstwhile Pharmacia Healthcare Limited (pursuant to the Scheme of Amalgamation of Pharmacia Healthcare Limited with the company) including 7.920 (Nov 2007: 1.up bonus shares by capitalisation of general reserve Rs.080) Equity shares of Rs.41 1015.00 14613. .53.636) Equity shares of Rs.42.900 (Nov 2007: 10.69) 17149.18 2984.244) Equity shares of Rs.41.080 (Nov 2007: 2. USA.83. .16 11213.98.27 67545.1.01.900) Equity shares of Rs.44.41.41 1015. 10 each were allotted as fully paid .44.43.440 (Nov 2007: 2.76 44988.21.59 4000.57.100 (Nov 2007: 93.98.896) Equity shares of Rs.55.42.32 Schedule 2: Reserves and surplus Share premium Per last balance sheet General reserve Per last balance sheet Add : Transfer from profit and loss account Less : Adjustment on account of adoption of AS 15 (revised) (Refer Note 21 of the Notes to the accounts.920) Unclassified shares of Rs.32 0.01.08.14 2984.244 (Nov 2007: 53.44.18 2984.41 2984.

Schedule 3 : Fixed assets
Rupees in Lakhs COST For the As at As at As at year Deductions 30.11.2008 30.11.2008 30.11.2007 DEPRECIATION / AMORTISATION NET BOOK VALUE

As at As at As at 01.12.2007 Additions Deductions 30.11.2008 01.12.2007

Intangible Assets 15.51 15.51 15.51 15.51 -

Trademarks

Tangible Assets

Land : 32.57 32.57 14.19 0.33 14.52 18.05 18.38

Leasehold

Buildings : 787.38 787.38 1367.71 1397.53 5548.94 2572.43 571.06 1013.53 118.44 293.48 43.30 14.45 73.71 2.69 155.25 12.88 1443.27 1503.42 5502.82 48.81 2.69 10.10 115.99 39.85 115.41 168.13 322.33 1058.26 3140.80 619.25 1045.38 339.27 2408.14 632.13 1149.79 489.89 2930.39

On freehold land @

Schedules to the Financial Statements

On leasehold land

Leasehold improvements

Machinery & equipment

Office equipment, 4214.62 4212.20 628.10 13989.94 14161.14 502.67 8144.80 8170.77 3577.74 661.55 328.52 533.61 1058.75 499.72 93.84 127.29 135.92 138.34 272.01 94.17 1112.19 958.46* 134.45 117.87 343.17 984.43 3715.30 478.97 8913.82 8144.80 496.90 149.13 5076.12 6016.34 3229.82 8305.94 1024.38 7040.72 636.88 158.88 6016.34

Furniture & fixtures

Vehicles

TOTAL

14161.14

Previous year

14686.28

Capital work-in-progress including capital advances

GRAND TOTAL

@ Buildings include investment in share application money of Rs. 500 (Nov 2007: Rs. 500) in a co-operative housing society, representing ownership of two residential flats.

*

Rs.Nil (Nov 2007: Rs.146.64 lakhs) being reversal of excess depreciation provided in the prior years.

37

Schedules to the Financial Statements
Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007

Schedule 4: Investments
(At cost except where otherwise stated) Long Term Investments Non-Trade (unquoted) Government securities Rural Electrification Corporation of India 500 (Nov 2007: 500) Bonds of Rs. 10,000 each fully paid-up Gold Sovereign (Actual cost Rs. 61) The Shamrao Vithal Co-operative Bank Limited 1,000 (Nov 2007: 1,000) shares of Rs. 25 each, fully paid-up Other securities Bharuch Eco-Aqua Infrastructure Limited 72,935 (Nov 2007: 72,935) Equity Shares of Rs. 10 each, fully paid-up Bharuch Enviro Infrastructure Limited 175 (Nov 2007: 175) Equity Shares of Rs. 10 each, fully paid-up Shares in the subsidiary company Duchem Laboratories Limited (100% holding) 3,24,000 (Nov 2007: 3,24,000) Equity Shares of Rs. 100 each, fully paid-up Provision for diminution in value of investments TOTAL

0.11 50.00 0.25

0.11 50.00 0.25

7.29 0.02

7.29 0.02

324.00 (331.42) 50.25

324.00 (331.42) 50.25

Schedule 5: Deferred tax asset ( Net )
Deferred tax asset Arising on account of timing differences in : Provision for doubtful debts and advances Provision for leave encashment Provision for excise duty, custom duty and sales tax Amortisation of voluntary retirement costs Others Deferred tax liability Arising on account of timing difference in: Depreciation TOTAL 775.59 458.85 130.52 142.72 1060.67 2568.35 301.20 2267.15 669.97 163.20 107.64 178.51 629.01 1748.33 450.41 1297.92

Schedule 6: Inventories
Stores and maintenance spares Packing materials Stock-in-trade Raw materials Work-in-process Finished goods TOTAL 204.27 610.15 3220.24 574.14 7859.52 12468.32 177.50 395.25 2458.82 546.49 5928.20 9506.26

38

Schedules to the Financial Statements
Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007

Schedule 7: Sundry debtors (unsecured)
Debts outstanding Over six months Other debts of which Considered good Considered doubtful Provision for doubtful debts TOTAL Bad debts written off Rs. 20.81 lakhs (Nov 2007: Rs. 237.49 lakhs) out of the provision for doubtful debts. 2143.00 5777.77 7920.77 5972.65 1948.12 7920.77 (1948.12) 5972.65 1683.61 6123.94 7807.55 6136.55 1671.00 7807.55 (1671.00) 6136.55

Schedule 8: Cash and bank balances
Cash on hand With scheduled banks In current accounts In margin money accounts (under lien) In time deposit accounts Cheques on hand / in transit TOTAL 5.03 2158.89 3.48 52003.40 135.28 54306.08 1399.79 49.62 1449.41 4.30 1871.20 3.48 46090.40 9.79 47979.17 767.49 49.62 817.11

Schedule 9: Other current assets
Interest accrued but not due on bank deposits Fixed assets held for sale ** (at book value or estimated net realisable value / salvage, whichever is lower) * TOTAL * Realisable value / Salvage value is based on valuation reports of approved valuers, where applicable ** Refer Note 12 of the Notes to the accounts, Schedule 19

Schedule 10: Loans and advances (unsecured)
Advances recoverable in cash or in kind or for value to be received Considered good Considered doubtful Provision for doubtful advances Amounts recoverable from Pfizer Pharmaceutical India Private Limited * Amounts recoverable from Pfizer Products India Private Limited * Amounts receivable from Duchem Laboratories Limited * Deposits Balances with Customs, Port Trust and Excise on current accounts TOTAL 2510.54 333.04 2843.58 (333.04) 2294.61 300.08 2594.69 (300.08)

2510.54 15206.43 2853.05 4015.30 209.86 24795.18

2294.61 5796.18 1269.12 44.23 3954.50 178.30 13536.94

Advances written off Rs. Nil (Nov 2007: Rs. 45.41 lakhs) out of the provision for doubtful advances. * Refer Note 3 of the Notes to the accounts, Schedule 19

39

00 25.54 36.18 634.63 lakhs (Nov 2007: Rs.10 261.Rs.40 lakhs (Nov 2007: Rs.38 133.59 7444. 172.13 411.95 10627.35 124.00 lakhs)] Wealth tax provisions (Net) TOTAL 3730.40 1394.unclaimed * Amount payable to Duchem Laboratories Limited Other liabilities TOTAL * Investor education and protection fund is being credited by the amount of unclaimed dividend after seven years from the due date.76 27369.03 lakhs)] On others [Tax deducted at source .14 56. 885.52 1349.37 16. 148.91 4733.60 lakhs)] Fringe benefits tax provisions [Net of taxes paid Rs.98 Schedule 12: Provisions Proposed dividend Tax on distributed profits Gratuity Leave encashment Provident Fund Provision for contingencies (Net) Income tax provisions [Net of taxes paid Rs.15 8206. 71785. 59371.Rs.68 Schedule 13: Operating and other income Service income Interest (Gross) On staff loans On deposits with banks [Tax deducted at source . 114. Schedule 19) Others Security deposits Dividends . Small and Medium Enterprises (Refer Note 14 of the Notes to the accounts.41 19. 139.16 lakhs (Nov 2007: Rs.08 105.16 103.57 430.07 160.04 740.35 342.60 390.52 638.76 10554.76 480.00 lakhs (Nov 2007: Rs.40 11165.14 51.81 744.42 2191.77 9342.91 34269.Rs.86 lakhs)] Rental income (Gross) [Tax deducted at source .08 363.54 12214. 264.48 2126.53 415.30 16.03 3150.84 43.68 451.39 18.31 93. 626.03 612.92 1256.06 633.36 9105.04 lakhs (Nov 2007: Rs.29 92.65 51.87 427. 651.21 lakhs)] Profit on sale of assets held for disposal Profit on fixed assets sold (Net) Other insurance claims Exchange gain ( Net ) Provision / liability no longer required written back Others TOTAL 40 .17 530. 949.15 66.Schedules to the Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 11: Current liabilities Sundry creditors Due to Micro.

33 244.18 1945.64 2197. low cost assets written off Freight.34 195.25 60.85 3659.66 151.56 1143.34 304.47 (2458.23 357.52 574.67 9778. lodging.23) (20790.39 1059.89 319.69 (337.Schedules to the Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 14: Material cost (Increase) / decrease in stock of finished goods and work-in-process Stock at commencement 5928.70 7289.39 10169.66 (2296.15 1043.65 263.69 20966.20 546.43 427.49 17.82 8553.73 1453.27 461.55 (21095.26 (3220.04 1735.82 14745.19 1150. Schedule 19) Stock at close Finished goods Work-in-process Raw materials Stock at commencement Purchases ( Net ) Stock at close Packing materials consumed Purchase of traded goods TOTAL 6474.32 0.67 97.56 3413.49 6474.30 753.65 23758.14 8433.11 707.80 12014.93 934.81 2987.40 20510.44 17204.98 1294.18 330. conveyance and other expenses) Communication expenses Advertising and promotion Commission Provision for doubtful debts and advances ( Net ) Provision for diminution in value of long term investments Exchange loss ( Net ) Royalty Excise duty Miscellaneous expenses TOTAL Exceptional expense Payment / Amortization of compensation paid to employees under VRS Exceptional income Profit on sale of brands (Refer Note 19 of the Notes to the accounts.02 4781.75 667.82) 5928.65 251.59 1137.14 598.77 6623.62 1062.07 8708.96 49.23 871. wages and bonus Company’s contribution to gratuity fund Company’s contribution to provident and other funds Staff welfare expenses TOTAL Schedule 16: Manufacturing and other expenses Consumption of stores and maintenance spares Processing charges Power and fuel Water Repairs : Buildings Machinery Rent Rates and taxes Insurance Clinical trials Legal and professional charges Equipment rentals. service charges.46 - 13984.83 2091.04 41 Schedule 15: Personnel cost Salaries.55 2887.81 792.65 4415.69 468.57 6943.20 Finished goods Work-in-process 546.77 1075.35 510.49 Less : Stocks Transferred to Johnson & Johnson (Refer Note 19 of the Notes to the accounts.81 269.68) 9555.72 7883.86 744. forwarding and transport Travelling (including boarding. Schedule 19) TOTAL 38.23 23147.89 118.55) 2458.97 Schedule 17: Exceptional items .10 1018.49 2075.30 1735.77 10209.24) 2235.66 362.51 249.67 906.66 156.03 244.58) 7859.76 171.Net .85 444.29 733.

(b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in India requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of financial statements. to the extent applicable. 5000 but upto US$ 1000 are fully depreciated in the year of purchase except that “multiple-like items” the cost of which is over US$ 10000 in the aggregate. 2008 Schedule 18 : Significant accounting policies (a) Basis of Accounting The financial statements have been prepared and presented under the historical cost convention on an accrual basis of accounting and in accordance with the provisions of the Companies Act. (ii) Assets costing individually upto Rs.34% or rate based on lease period Higher of 8% to 10% or Amortised over the lease period 8% to 40% 8% to 33. Any revision to accounting estimates is recognized prospectively in current and future periods. which are depreciated at the respective rates: Assets Machinery / Equipment Office Equipment.33% . Actual results could differ from those estimates. The cost of fixed assets includes taxes (other than those subsequently recoverable from tax authorities). (iii) Depreciation for the year has been provided on straight line method at the higher of the rates determined by the Company based on the estimated useful life of the assets or the rates specified in Schedule XIV to the Companies Act.75% to 8. 5000 are written off and those costing more than Rs.Notes to the Financial Statements for the year ended 30th November. 1956 and accounting principles generally accepted in India and comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules. 2006 issued by the Central Government. Furniture & Fixtures 42 Rate 4.09% 3.34% Higher of 3. Furniture & Fixture Vehicles (v) In case of assets taken over from erstwhile Pharmacia Healthcare Limited depreciation has been provided at the rates specified in Schedule XIV to the Companies Act. 1956. (c) Fixed Assets and Depreciation Tangible Assets (i) All fixed assets are stated at cost of acquisition less accumulated depreciation and impairment losses. and “unlike items of a capital nature within an asset category” for large scale projects the aggregate cost of which exceeds US$ 10000 are considered as one asset and depreciated in accordance with the accounting policy stated in (iii) below.34% to 33. Depreciation on deletions during the year is provided up to the month in which the asset is sold / discarded.33% 25% Buildings : On Freehold land On Leasehold land Leasehold Improvements Machinery & Equipment Office Equipment. Depreciation on additions other than those stated in (ii) above is provided on a pro-rata basis from the month of capitalisation. freight and other incidental expenses related to the acquisition and installation of the respective assets. duties. 1956 except the following assets. (iv) Depreciation other than on low cost assets is provided at the following rates per annum: Assets Land : Leasehold Rate Amortised over the lease period 3. in consultation with the National Advisory Committee on Accounting Standards.

Finished goods expiring within 90 days (near-expiry inventory) as at the balance sheet date have been fully provided for. An impairment loss is recognised whenever the carrying amount of an asset or a cash-generating unit exceeds its recoverable amount. Stores and maintenance spares are valued at average cost. (i) Employee Benefits Short-term employee benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. The net realizable value of work-in-process is determined with reference to the selling price of related finished goods. (g) Samples Physicians’ samples are valued at standard cost. 2008 (vi) Assets that have been retired from active use and held for disposal are stated at the lower of their net book value and net realisable value as estimated by the Company. in accordance with the terms of the specific contracts. The premium or discount on forward exchange contracts is amortized on a straight line method over the period of the contracts. (h) Revenue Recognition Revenue from sale of goods is recognised when significant risks and rewards of ownership are transferred to the customers.Notes to the Financial Statements for the year ended 30th November. which approximates actual cost. (ii) Cost of application software not exceeding US$ 1 million is being charged to the Profit and Loss Account. are translated at year end at the closing exchange rate and the resultant exchange differences are recognized in the Profit and Loss Account. (f) Inventories Raw materials. which are outstanding as at the year end. (iii) Revenue expenditure on research and development is expensed as incurred. These benefits include compensated absences such as paid annual leave and sickness leave. Monetary assets and liabilities in foreign exchange. Revenue from services is recognized as and when services are rendered and related costs are incurred. (d) Foreign Currency Transactions Transactions in foreign exchange are accounted for at the standard exchange rates as determined by the Company on a monthly basis. and it is estimated that the cost of the finished products will exceed their net realizable value. over a period of 3 years. Capital expenditure on research and development is capitalised as fixed assets and depreciated in accordance with the depreciation policy of the Company. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of the assets and from its disposal at the end of its useful life. the carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there is any impairment. Raw materials and other supplies held for use in production of inventories are not written down below cost except in cases where material prices have declined. Trademarks are recorded at their acquisition cost and are amortised over the lower of their estimated useful life and period of ownership on straight line basis i. (e) Investments Long-term investments are stated at cost less any other than temporary diminution in value. Impairment loss is recognized in the Profit and Loss Account. Cost of finished goods and work-in-process includes cost of materials. The exchange differences arising on foreign exchange transactions settled during the year are recognized in the Profit and Loss Account of the year. determined separately for each individual investment. The undiscounted 43 . Intangible Assets (i) Intangible assets comprises of trademarks. direct labour and an appropriate portion of overheads. Interest income is recognised on time proportionate basis. Impairment of Assets In accordance with Accounting Standard 28 (AS 28) on ‘Impairment of Assets’ where there is an indication of impairment of the Company’s assets. finished goods and packing materials are valued at the lower of weighted average cost and net realizable value. The recoverable amount of the assets (or where applicable that of the cash generating unit to which the asset belongs) is estimated at the higher of its net selling price and its value in use.e. work-in-process. Sales are net of sales returns and trade discounts.

The discount rates used for determining the present value of the obligation under defined benefit plan. Compensation paid in the earlier years is charged to the Profit and Loss Account over a period of five years.Notes to the Financial Statements for the year ended 30th November. Provision for current tax is based on the results for the year ended 30th November. Liability is recognized for any shortfall in the Plan assets vis-à-vis actuarially determined liability of the Fund obligation. Interest payable to the members shall not be at a rate lower than the statutory rate. (k) Voluntary Retirement Scheme (VRS) Liability under the VRS is accrued on the acceptance of the applications of the employees under the VRS scheme issued by the Company. The deferred tax charge or credit is recognized using substantially enacted rates. that benefit is discounted to determine its present value. deferred tax charge or credit and fringe benefits tax. 1961. 44 (l) . 2008 amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized as an expense during the period. ii) Defined benefit plans: Provident Fund: Provident Fund contributions are made to a Trust administered by the Trustees. in accordance with the provisions of the Income Tax Act. deferred tax assets are recognised only to the extent there is virtual certainty of realisation of such assets. being the tax year of the Company. Provision for Fringe Benefits Tax is made on the basis of applicable rates on the taxable value of eligible expenses of the Company as prescribed under the Income Tax Act. (j) Leases Lease rentals under an operating lease. are recognized as an expense in the statement of Profit and Loss Account on a straight line basis over the lease term. and the fair value of any plan assets is deducted. 2008. 1961. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future. Long term employee benefits: i) Defined contribution plan: The Company’s contribution towards employees’ Super Annuation Plan is recognized as an expense during the period. Taxation Income tax expense comprises current tax. The Company’s net obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. 2009. Actuarial gains and losses are recognized immediately in the Profit and Loss Account. Such assets are reviewed as at each balance sheet date to reassess realization. The final tax liability will be determined on the basis of the operations for the year 1st April. are based on the market yields on Government securities as at the balance sheet date. The discount rates used for determining the present value of the obligation under defined benefit plan. Gratuity Plan: The Company’s gratuity benefit scheme is a defined benefit plan. are based on the market yields on Government securities as at the balance sheet date. Compensation paid during the current year and previous year under the VRS is charged to the Profit and Loss Account. 2008 to 31st March. In the case of unabsorbed depreciation or carried forward losses. The obligation is measured at the present value of the estimated future cash flows. iii) Other Long-term employment benefits: Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date. which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation using the Projected Unit Credit Method. Trust makes investments and is settling members claims.

51 1269.44 29.68 4436.43 5796. Schedule 19 : Notes to the accounts Rupees in Lakhs Rupees in Lakhs 30th Nov 2008 30th Nov 2007 1 2 Estimated amount of contracts on capital account to be executed and not provided for Contingent Liability (a) In respect of the guarantees given to banks on behalf of : (i) Its subsidiary company 2400.66 Amount Unascertainable (ii) Customs duty (iii) Sales tax (iv) Service tax (v) Income tax (vi) Pending labour matters contested in various courts (vii) Claims against the Company not acknowledged as debts (c) DPEA claims (Refer Note 8) 3 Loans and advances include amounts due from: Duchem Laboratories Limited.52 31.13 1. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may.62 122.78 193. 149. with the weighted number of equity shares outstanding during the year. 103.00 119.14 2400.05 490. a company under the same management [Maximum aggregate amount due during the year Rs.83 - 44. 2008 (m) Earnings per Share Basic and diluted earnings per share are computed by dividing the net profit after tax attributable to equity shareholders for the year. 2007. a company under the same management [Maximum aggregate amount due during the year Rs. 6783.59 (ii) Other guarantees (b) In respect of : (i) Excise duty 420.78 40.85 lakhs (Nov 2007 – Rs.82 40.62 122.15 45 4 5 .Rs.54 627.66 42.12 513. Auditors’ remuneration (including service tax.11 743.83 lakhs (Nov 2007. but probably will not. no provision or disclosure is made.11 743. (n) Provisions and Contingencies The Company creates a provision when there exist a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation.46 26.00 107.54 lakhs)] Pfizer Products India Private Limited.66 Amount Unascertainable 544.Notes to the Financial Statements for the year ended 30th November.24 193. 15206. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote.43 lakhs (Nov 2007 – Rs. a subsidiary company [Maximum aggregate amount due during the year Rs.29 lakhs)] Pfizer Pharmaceutical India Private Limited.54 3946.10 lakhs)] Advertising and promotion includes cost of samples distributed. as applicable): For audit For other attestation services Out of pocket expenses 4177.18 2853. require an outflow of resources. 2853.11 0.23 15206.

86 (3588.74) 142.70) 85.65) No.01) (0.75) 1722.46 STOCKS AT COMMENCEMENT Unit of Measure Tonnes (-) (-) 5. in Millions 307.94) 102.44) (2.35 (18270.59 (1900.94) 3588.65 (65.50 (131.00 1677.43 (1115.01 (2.35) 202.24 (1336.75 (2019.09 (43850.80 (882165.01 (93212.56 (23065.20) 63.16) 1336. 1956.04 (4.12) (259598.30 (142.73) 19811.10 (12.48) (14. sales and stocks MANUFACTURING ACTIVITIES Class of Goods BULK (A) FORMULATIONS (B) Injectables : Liquid parentals Tablets and capsules Liquids Solids Ointments Food products Notes to the Financial Statements for the year ended 30th November.06 (1070583.58) 49424.07 (19429.04) 88.22) (-) (-) 340.22) 0.54 (44633.78) 1027626.72 (106.19) 16307.39) (7111298.00 265231.75 (352.27 (2097.31) 2033.07) 26086.10) 303.78 (305.37) (-) Quantity Rupees in Lakhs Quantity Quantity Rupees in Lakhs Quantity Rupees in Lakhs (-) PRODUCTION SALES STOCKS AT CLOSE Litres 19429.16) (0.85 (307.30) 101220.73) (0.83) (613.13) 1106.21) (7.81) 1900.36 (46.01) (0.09) 301.79 269499.72) 65.14) (0.53) 2.91 (2126.23) 110531.64 (3883.79) 3098.01 (102.00 (4.00 (4.51 (7013127.80 (938.71 (351.35) 0.14 (92.20) 5.86) 7304632.44 (15505.82 (1532.64) Litres Kgs Kgs Tonnes 6 a) Information required by Paragraph 3 and 4 of Part II of Schedule VI to the Companies Act.79) 0.08) 882165.03) 2138.01 (1455. Production.32) (170.10) (0.70 (79.35) 1073.09) 384.01) (0.73 (97923.50) 5411.98) 18270.38) 25755.24) 106.94) (244924.16 (371. 2008 Feed supplements Tonnes TOTAL (B) .03) (0.35 7598632.17 (17988.

28) 67770.20) Notes: 1.15) 186.65 (2. in Millions 0.43) 1544.37 (81.16 962810.00) No.59 (22.98 (432.19 (488128.27 (133.98 (781.25) 2339.92) 472.27) 914.15 (3.74 (147.32) 811.67 (0.27 (21.23 (1707.70) 3.21 24860.68 (383234.34) 1182460.41) 6080. 2.20 (6623.09 (311.67) 102. 4.77) 23638.14 (529. Figures for Production.82) 352.90 351.35 (2581.05 (2592.04 (320.13 (37.23) 3274.30) 451.79) 175890.76) Tonnes 133.00) 1.07) 460.73) No.89 (380.38) 7289.35 (219.62 (14586.12 (763.96) 2447.11) 4653.34 (722901.19) 17558.50) 8880.61) 43.92 (11.15 (217.41) Litres 383234.11 (20438.21) 133.63) 1604.30) 137.42) (38642.53) 43.74) 311.47 (126. 3.24) (16402.98 (449.75) 947107. 47 .94 35857.53) 166162.76) Litres 143798.33) (26135.29) 18282.16) 110.30) 128.79 (86.70 (981.30 (9268. 2008 TOTAL (A+B+C) 417.89) 1039.67 (3576.93 (269.TRADING ACTIVITIES STOCKS AT COMMENCEMENT Quantity Rupees in Lakhs Quantity Rupees in Lakhs Quantity Rupees in Lakhs Quantity Rupees in Lakhs PURCHASES SALES STOCKS AT CLOSE Class of Goods Unit of Measure FORMULATIONS (C) Injectables : Liquid parentals Litres Powder parentals Tablets and capsules Liquids Solids Ointments Feed supplements Feed supplements Miscellaneous 12389.57 (509.81 (923.35 (23430.50) Kgs 5297.96 4.70 (20543.04 (2701.90) 69.01) 1904.95) 763.56 (2740.65 (8708.28 53.23) 366.38 (983.84) 219.04) (880407.06 (12389.03 (2584947.73 (322.94) 99.71 (22586.82 (143798.84) 323.53 (23.70) 22.54 26506.48 (417.73) 18.03 (4002. Figures of production are inclusive of production for captive consumption and quantities produced in the factories of third parties on loan licenses.28 (32415.04 (70.34 (338.93 (5297. Purchases and Closing Stock exclude Physicians’ Sample packs.61 (67265.39 (114.10) 5928.66 (251.27 (5641.62) 2946.54) 22.48) 509.45) 226.72 (290.28) 489.31) 370.12 (43.25 (245.42) (3.23) 7289.81) (2767. in Millions 11.87) Kgs 14586.65 (8708.24) (360.95) 487.30 1246839.00 (5615.00) 37.33) 37899.52) 100.52 (5928.97 (99.06) 25011. Stocks are after adjustments of write-offs.66 (2339.56) 7859.63 (143.17) (61.94) 256.19 (9796.24) 4189.34 (2.65) TOTAL (C) Notes to the Financial Statements for the year ended 30th November.43) (2565594.33 (226. Figures in brackets are in respect of the previous year.03) 2244.13) Kgs 338.27 3142.

82 2874.47 1715.33 75. 1956 are assumed to be those consumed in goods produced and not those used for maintenance of Plant and Machinery.27 1433.79 2339.87 506. 6 (c) Licensed and Installed Capacities Class of Goods Unit of Measure Installed Capacity 30th Nov 2008 Formulations Tablets & Capsules (Three shift basis) Liquids (Two shift basis) Solids (Two shift basis) Ointments (Single shift basis) Mn. 1999 issued by the Department of Industrial Policy and Promotion. 4 (1994 series) dated 25th October.03 2600.53 4773. 1994 issued by the Department of Industrial Development. industrial licensing has been abolished in respect of bulk drugs and formulations. 2008 6 (b) Raw Materials Consumed Unit of Measure Tonnes Kgs Thousands 30th Nov 2008 Quantity Rupees in Lakhs 468.44 5155.41 9555. this being a technical matter.03 97.64 87. Rupees in Lakhs Rupees in Lakhs 30th Nov 2008 30th Nov 2007 (d) Value of imports calculated on CIF basis Raw materials Capital goods Finished goods (e) Expenditure in Foreign Currency Travel Royalty Service charges Professional charges Others 3972.32 13984.O. Ministry of Industry. Government of India. B.52 13.02 100 NOTE: ‘Components and ‘Spare Parts’ referred to in para 4 D(C) of Part II of Schedules VI to the Companies Act.65 Class of Goods Vitamins Codeine Phosphate Minipress Bulk Tablets Others TOTAL Whereof: Imported Indigenous TOTAL Percentage 31 69 100 Percentage 4400.51 5694. Government of India and Notification No.60 499.32 91. Ministry of Industry.45 871.65 3297. S.Notes to the Financial Statements for the year ended 30th November.08 169.47 1963. 137(E) dated 1st March. The installed capacity is as certified by the Management and not verified by the Auditors.82 69137.54 178.05 6780. In terms of Press Note No.00 6258. Litres Kgs Kgs 3624 6960000 162400 232800 30th Nov 2007 3624 6960000 162400 232800 Notes: A.87 48 . Nos.92 138.19 12.26 65 13984.51 53516.65 9555.11 1285.64 31.76 35 9583.02 30th Nov 2007 Quantity Rupees in Lakhs 471.66 3432.

77 2156.38) (958.10 10. the depreciation charged in the books is higher than that prescribed as the minimum by the Act.48 Commission to two Directors.47 (92.38 510.937 3383.48 958.46 284.00 366.54 11120.46) (282. 2009 10.89 43683.11 46872.00 298. the aggregate not being in excess of 1% of net profits as computed above.41 366. who are not in whole time employment and who are resident in India.00 The Company depreciates its fixed assets based on estimated useful lives which are lower or equal to the implicit estimated useful lives prescribed by Schedule XIV of the Act. 7 (b) Computation of net profits for commission payable to the Directors Net Profit as per Profit and Loss Account Income-tax Remuneration to Directors Depreciation charged in the accounts Net Profit / (Loss) on sale of fixed assets per Section 349 of the Companies Act. Thus.19 16.37 2160.44 141.17 33892.00 10.00 Commission approved by the Board of Directors at meeting held on 30th January.85 219.302.84 330.03 35.32 0.89 1112.Notes to the Financial Statements for the year ended 30th November.23) 21438.46 92. 49 . 10.95 2. this higher value has been considered as a deduction for the computation of managerial remuneration above.16 Rupees in Lakhs Rupees in Lakhs 30th Nov 2008 30th Nov 2007 (g) Earnings in foreign currency Exports (on FOB basis) Service income (Gross) 7 (a) Managerial remuneration under Section 198 of the Companies Act.29) 18169.00 10.40 31.90) (27369.62 30.24 (16.31 30th Nov 2007 4 12.81) (21095.937 2768. 2004.84) (1112. 2007 Dividend in respect of the year ended 30th November. 1956 Salaries and bonus Contribution to provident fund and other funds Perquisites Sitting fees Commission to Non-Whole-time Directors TOTAL Excludes gratuity.18 298.19) (20. as approved by the members at the 53rd AGM held on 29th April.00 10. Hence. 2006 4 12.75 39. 2008 30th Nov 2008 (f) Remittance made on account of dividends in foreign currency Number of shareholders Number of shares held Net amount of dividends remitted in foreign currency Dividend in respect of the year ended 30th November.89 46.02 11944.52 2. 1956 Provision for doubtful debts / advances Provision for diminution in value of investments Net (Profit) / Loss on sale of fixed assets per accounts Depreciation as computed under Section 350 of the Act(see note below) Bad debts and Doubtful Advances written off against provision Profit on Sale of Asset held for disposal Profit on sale of brands TOTAL 29912.302. leave encashment and provident fund benefits as the same are based on actuarial valuation.

the Supreme Court vide its Order dated 3rd December. 87. The Company has repudiated 50 .87 lakhs for the period April 1986 to August 1987 as intimated to the DPLR Committee by the Government of India. with the Union of India before 15th May. After protracted correspondence on the subject. In the event that the Company succeeds before the High Court of Mumbai. 1466 lakhs being the difference in price in respect of Vitamin and other formulations sold by the Company during the years 1983 to 1989. 212. vide its letter dated 24th February.” (d) Vitamin and Other Formulations The Government has arbitrarily determined the liability of the Company at Rs. the balance amount of Rs 49. while it was still pending for hearing and final disposal. the Department of Chemicals and Petrochemicals vide their letter dated 11th February. (b) Multivitamin Formulations In respect of a certain price fixation Orders of 1986 of the Government of India.56 lakhs for the earlier period of February 1984 to March 1986 over and above the revised claim of Rs. 1996 seeking the Company’s submission/ representation against the reduced claim amount of Rs 33.43 lakhs. the Drug Prices Liability Review (DPLR) Committee sent a letter dated 15th February. 1996 claiming that no amount whatsoever is due and payable having regard to the facts and relevant material of the case. In the event that the Company succeeds before the High Court of Mumbai. However. the balance amount of Rs. 1998 that clarifications should be obtained from the Mumbai High Court on whether the Interim Stay granted in the Civil Writ Petition Number 2368 of 1996 is applicable to this matter.87 lakhs for the period April 1986 to August 1987. 1997 raised an additional demand of Rs 178. 98.00 lakhs with the Union of India before 31st January. Pursuant to the submissions made by the Company. this amount will be returned within one month from the date of the decision of the High Court with interest at the rate of 15% per annum. pending disposal of the Company’s Writ Petition in the High Court of Mumbai. this amount will be returned within one month from the date of the decision of the High Court with interest at the rate of 15% per annum. In the meantime. 2008 8 Drugs Prices Equalisation Account (DPEA) (a) Oxytetracycline and Other Formulations In respect of certain price fixation Orders of 1981 of the Government of India. 1993 which has been done. The Company has made its submissions to the DPLR Committee vide its letter dated 14th May. 1987 to any member of the OPPI or IDMA.61 lakhs. the DPLR Committee directed by an Order on 17th November. 1993 held that. the Supreme Court vide its Order of 22nd March.00 lakhs with interest at the rate of 15% per annum will have to be paid to the Government. less Rs. 1993 which has been done.83 lakhs on the Company for the period April 1986 to July 1989 and directed the Company to deposit the same into the DPEA. Thus. in 1993 the Government raised a demand of Rs 81. However. if the Company loses the Writ Petition. the Mumbai High Court has granted ad interim Order that “pending the hearing and final disposal of this Notice of Motion. was withdrawn in 1989 on redressal of the Company’s grievances. further proceedings in the said Case No 49/1996 pending before the said Drug Prices Liability Review Committee be stayed. if the Company loses the Writ Petition. the Company may deposit 50% of the impugned amount of Rs. (c) Protinex In yet another case. (This Writ Petition is filed by OPPI and IDMA jointly against any Notice issued by the Government of India after 25th August. The Honourable Court passed an ad interim and interim order staying the impugned order. 1992. 1997 invited the Company to make its submissions/ representations against the above said claim.90 lakhs already deposited. On a Notice of Motion filed by the Company in the said Writ Petition. initiating proceedings for recovery of an amount demanded in respect of a period prior to that date). the Company may deposit 50% of the impugned amount of Rs. the Company had challenged in 1986 a price fixation Order of the Government of India by a Writ Petition before the High Court of Mumbai. held that. 1997 claiming that no amount whatsoever is due and payable having regard to the facts and relevant material of the case. 19. The Company has made its submissions to the DPLR Committee vide its letter of 29th March. 43. The DPLR Committee had.Notes to the Financial Statements for the year ended 30th November. Thereafter.80 lakhs with interest at the rate of 15% per annum will have to be paid to the Government. pending disposal of the Company’s Writ Petition in the High Court of Mumbai. 33. The Petition. the total demand raised now stands revised to Rs.

14 lakhs being the difference between the price of bulk drug Chloramphenicol powder and Chloramphenicol Palmitate respectively allowed in the formulation price and actual procurement price for the period 1979 to 1988. 7 lakhs was allowed to the Company and a final demand of Rs. The Company had deposited an amount of Rs. interest of Rs. 113 lakhs was raised against the Company.Notes to the Financial Statements for the year ended 30th November. (c). On a Notice of Motion filed by the Company in the said Writ Petition. (f) and (g) being subjudice. (b). The Company has repudiated the liability on this account as advised by its solicitors. (c). The Government subsequently raised a demand of Rs.30 lakhs in February 1987 and Rs. The Government has pursued the matter. (This Writ Petition is filed by OPPI and IDMA jointly against any Notice issued by the Government of India after 25th August. 43 lakhs for Pyridium for the period 1982 to August 1995 and Rs. (i.182. Consequently as a result of the said transfer petition. (b). The Company would continue to seek legal recourse in all the above matters.198. 51 . (f) Pursuant to the repeal of DPCO 1970.37 lakhs which has been paid off in earlier years. 1987 to any member of the OPPI or IDMA. The Company has repudiated the liability on this account as advised by the Company’s Solicitors. This amount has been deposited with the Government of India and is included under the head “Loans and advances”. The Company filed a Writ Petition in the Andhra Pradesh High Court in September 1997 for staying all further proceedings against the Company.19 lakhs. as per the arguments set forth by the Company. 91. (e).814 of 1992 in the High Court at Mumbai. however. in a Special Leave Petition filed by the Company held that pending disposal of Writ Petition filed before the High Court at Mumbai. 51 lakhs (which amount was deposited in November 1997). erstwhile Warner-Hindustan Limited (merged with Parke-Davis (India) Limited in 1988 and Parke – Davis (India) Limited merged with Pfizer Limited in 2003) had classified ISOKIN TABLETS.e. challenged by the Government in 1984 and a demand of Rs. The Company’s Solicitors have advised that the repudiation by the Company is legally sustainable. (e). Pursuant to a Transfer Petition (Civil) no 475-496 of 2003 filed under Article 139A(1) of the Constitution of India.55 lakhs in full and final settlement of the demand. The Supreme Court of India.74 lakhs for Isokin for the period 1982 to June 1997). The Company has also obtained a Stay order from the Honourable High Court of Mumbai against the demand. further proceedings in the said Case No 23/95 pending before the said Drug Prices Liability Review Committee be stayed”. 106 lakhs was raised in 1987. the Mumbai High Court has granted ad interim Order that “pending the hearing and final disposal of this Notice of Motion. (f) and (g) above will now be heard and disposed off by the Supreme Court. 2008 the liability on this account. The Company filed a Writ Petition No. In view of matters (a).38 lakhs on account of alleged overpricing of certain multivitamin formulations marketed by erstwhile Pharmacia Healthcare Limited (merged with Pfizer Limited) for the period 1983 to 1986. Against this demand an excise duty set off of Rs. no further provision is considered necessary over and above the sum of Rs. the legal opinion being in favour of the Company. The High Court stayed the demand in respect of collection of interest but directed the Company to deposit the balance demand of Rs. initiating proceedings for recovery of an amount demanded in respect of a period prior to that date). and based on the assessment of the Management. Pursuant to the submissions made by the Company. the Company shall furnish an undertaking in respect of 50% of its liability and shall deposit the balance 50% aggregating to Rs. (g) Multivitamin Formulations: The Government has arbitrarily raised a demand of Rs. 1998 that clarifications should be obtained from the Mumbai High Court on whether the Interim Stay granted in the Civil Writ Petition Number 2368 of 1996 is applicable to this matter.25 lakhs in May 1990 totaling to an aggregate of Rs. Writ Petitions referred to in (a). the DPLR Committee directed by an Order on 17th November. The Company maintains its position that the claim by the Government is not legally sustainable. (e) Chloramphenicol The Government has arbitrarily determined the liability of the Company at Rs 145 lakhs and Rs. all pending writ petitions in respect of DPEA liabilities are now to be transferred to the Supreme Court to be heard and finally decided by the Supreme Court of India. ISOKIN LIQUID AND PYRIDIUM TABLETS as decontrolled products under the DPCO 1979.117 lakhs towards interest on principal demand. The categorization was.

52 2457.48 136.16 29912.100.29 2835.29 93.24 33892. 226. Rupees in Lakhs Rupees in Lakhs 30th Nov 2008 30th Nov 2007 744. These are generally not non-cancellable and range between 11 months and 3 years under leave and licence.82 165. Rupees in Lakhs Asset Head Original Cost Accumulated Written Down Value Depreciation 30th Nov 2008 30th Nov 2007 30th Nov 2008 30th Nov 2007 30th Nov 2008 30th Nov 2007 Freehold Land 20.10 186.per share) (a) / (b) (Basic and diluted) 11 Disclosure for operating leases under Accounting Standard 19 – “Leases” (a) Where the Company is a Lessee: The Company has taken various residential/godowns/office premises (including furniture and fittings. (ii) Lease payments are recognized in the Profit and Loss Account under “Rent” in Schedule 16.440 Rs.00 Rental income (ii) Lease Income recognised in the Profit and Loss Account for the year in respect of sub-let property is Rs. Lakhs) (Net profit attributable to Equity Shareholders) (b) Number of Equity Shares outstanding at the end of the year (c) Earnings per share (Face value Rs. (b) Where the Company is a Lessor: (i) The Company has let out its owned property during the year on operating lease.841.34 29.63 744.28 Freehold Building 165. 519.28 20.54 29. 30th Nov 2008 10 Earnings per Share Earnings per share has been computed as under: (a) Profit after Taxation (Rs.113.68 12.Notes to the Financial Statements for the year ended 30th November.86 lakhs (Nov 2007 – Rs.28 20.01 lakhs (Nov 2007 .58 . therein as applicable) under operating lease or leave and licence agreements.91 2808.841.Rs.82 136.34 Total 186.02 29.14 12. The Company has given refundable interest free security deposits in accordance with the agreed terms.62 49.63 Gross book value Accumulated depreciation 140.76 lakhs) 12 Assets held for disposal The Company has identified the assets situated at Ankleshwar as retired from active use consequent to its ceasing manufacturing operations at this location.440 Rs.10 136.64 2429. 10/.28 20. 2008 Rupees in Lakhs Rupees in Lakhs 30th Nov 2008 30th Nov 2007 9 Expenditure on Research and Development during the year Capital expenditure Revenue expenditure charged to the Profit and Loss Account 26.81 128.58 lakhs). or longer for other leases and are renewable by mutual consent on mutually agreeable terms.14 Depreciation for the lease period 92. 541. 129. The information in respect of the same is as follows.48 29. 52 (i) 30th Nov 2007 27.20 Note: Research and development expenditure includes those incurred while rendering services to group companies.48 49.48 136. These assets are held for disposal and stated at lower of net book value and estimated net realizable value as reported under ‘Other current assets’ (Schedule 9).62 13 Stock of Physicians’ samples is included under ‘Loans and advances’ (Schedule 10) Rs.

r. S. 2008) Mr. Australia Pfizer Corporation Hong Kong Limited. who have registered with the competent authorities. USA (Ultimate holding company) Subsidiary Company: Duchem Laboratories Limited (100% Shares are held by the Company as at the year end) Fellow Subsidiaries: (with whom transactions have taken place during the year) Pfizer Italiana SPA Pfizer Animal Health SA. 5th June. Madhok Ms. B.e. 31st May. Chandrashekhar Potkar * Executive Directors on the Board Pfizer Limited. India Pfizer Pharmaceuticals Korea Limited.76 Rupees in Lakhs 30th Nov 2007 105. Malaysia Mr. USA Pfizer Products Inc.G. Singapore Pfizer Private Limited. USA Pfizer Agricare Sdn Bhd. 10th November.e.f.M.e.Notes to the Financial Statements for the year ended 30th November. Small and Medium enterprises. 15 Disclosures as required by the Accounting Standard 18 on “Related Party Disclosures” are given below: I Names of Related Parties and description of Relationships A Parties where control exists: Companies collectively exercising Pfizer Corporation. Hong Kong Pfizer Enterprises SARL. Japan B Executive Committee Members Mr. S. Singapore Pfizer Products India Private Limited. Uday Mohan (w.f. 2008) Ms. Belgium Pfizer Asia Manufacturing Pte Limited. USA Pharmacia Corporation. 1st August. Venkatesh Dr. Anjan Sen (w.36 Principal amount payable to suppliers at the year end Amount of interest paid by the Company in terms of section 16 of the MSMED. Singapore Pfizer Asia Pacific Pte Limited. Rao (resigned w. M.. S.. 1st October. Ireland Pfizer Global Trading. Kewal Handa * Dr. Panama significant influence Warner-Lambert Company. South Africa Pfizer Overseas LLC. 2008) Mr. Ireland Pfizer Inc. United Kingdom Pfizer Limited.. Hiroo Mirchandani (w.f. 2008) Mr. Sridhar (w. 1st August.f. 2008) Mr. 1st August. LLC.f..e. Korea Pfizer Singapore Trading Pte Limited. along with the amount of the payment made to the supplier beyond the appointed day during the accounting year — — Amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED — — Amount of interest accrued and remaining unpaid at the end of the accounting year 32. Italy Pfizer Japan Inc. Philippines Pfizer Italia S. Singapore Pfizer Australia Pty Limited. 2008) Mr. Taiwan Pfizer Laboratories (Proprietary) Limited. Gagrat * Mr. 2008 14 The following disclosures are made for the amounts due to the Micro Small and Medium enterprises: Rupees in Lakhs 30th Nov 2008 172.23% of the aggregate of equity share capital of the Company] Pfizer Inc.e. This has been relied upon by the auditors. Luxembourg Pfizer Export Company.e. Dipali Talwar Mr. Venkat Iyer Mr. USA Pfizer Pharmaceutical India Private Limited.33 On the basis of information and records available with the Company.17 17. Yugesh Goutam* (resigned w. LLC.f. USA [Collectively holding 41. 2007) 53 . India Pfizer International LLC.. the above disclosures are made under ‘Current liabilities’ (Schedule 11) in respect of amounts due to the Micro. Partha Ghosh (w.l.e. USA Parke-Davis & Company.f.

99 1821.72 24. assets.06 1308.00 1255.58 1809.82 1271.00 0.56 1738.00 43.83 1843.26 1317.26 20. 2008 II Transactions during the year and Balances Outstanding as at the year end with the Related Parties are as follows: Rupees in Lakhs Nature of Transactions 30th Nov 2008 Ultimate Companies Subsidiary Fellow Holding exercising Company Subsidiaries Company significant influence 323.54 362.44 47.40 1051.44 19159. for which no amount is recovered from Duchem Laboratories Limited. etc. has agreed to indemnify.23 2400.88 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Sale of finished goods (net of returns) Sale of bulk materials Service income Recovery of expenses Purchase of finished goods Purchase of raw / bulk materials Royalty expense Write back Expenses reimbursed Dividend in respect of the year ended 30th November.69 1434.16 169.27 369.31 108.90 298.52 546.30 216. 2006 Reimbursement of civil work Rental income Loans given Loans repaid Interest received on loans given Short term advances given Short term advances repaid / given Outstanding as at the year end – Due from Outstanding as at the year end – Due to Guarantees given to banks on behalf of Subsidiary Company.Notes to the Financial Statements for the year ended 30th November.81 2400.83 72.88 28150. penalties. outstanding as at the year end Executive committee members Nature of Transactions 1 2 3 4 5 III * * Remuneration Rent paid for residential flats Deposits paid Amounts paid on behalf and recovered Deposits outstanding as at the year end 30th Nov 2008 Key Management Personnel 677. Under the terms of the agreement between Pfizer Inc.91 827. 2007 / 30th November.. employees and agents harmless against any and all liability.79 7.33 294.49 104.34 29.26 25.95 2768.02 36.99 71.76 44. costs.17 55.74 Others Services are rendered to Duchem Laboratories Limited by providing resources like manpower.51 1743.55 74. demands.11 0. Pfizer Inc. defend and hold the Company and its directors.54 7691. 54 .09 434.43 273.66 402.40 46. fines or judgments incurred or imposed against it arising out of any clinical trial and study or otherwise pursuant to the agreement.00 95.42 16390.27 348.79 3383.52 10075.00 17400.75 Rupees in Lakhs 30th Nov 2007 Key Management Personnel 597.19 49.79 164.58 22.54 0.00 44. (Ultimate Holding Company) and the Company for conducting clinical trials and studies in India. loss or damage they may suffer as a result of any claims.44 280.17 68.43 1411.97 30th Nov 2007 Ultimate Companies Subsidiary Fellow Holding exercising Company Subsidiaries Company significant influence 303.

India b) Sale of bulk materials Pfizer Global Trading.59 55 .30 138.80 144.30 57.61 294.88 195.57 149. USA Parke-Davis & Company LLC.00 3625.46 11.00 15100.58 54.69 73.08 264.Notes to the Financial Statements for the year ended 30th November.00 65. USA h) Expenses reimbursed Pfizer International LLC Pfizer Private Limited. Luxembourg f) Purchase of raw / bulk materials Pfizer Export Company. Ireland Pfizer Overseas LLC.89 323. India n) Remuneration to Key Management Personnel Kewal Handa Dr B.28 2109. 2008 IV Details of material transactions during the year Rupees in Lakhs 30th Nov 2008 a) Sale of finished goods (Net of returns) Pfizer Laboratories (Proprietary) Limited. Panama j) Loans given Pfizer Pharmaceutical India Private Limited. Malaysia Pfizer Pharmaceutical India Private Limited.69 1747.15 1027.75 68.78 20. United Kingdom Pfizer International LLC. India Pfizer Products India Private Limited.52 21. India i) Dividend Paid Pfizer Corporation. USA Pfizer Products Inc.07 387.84 431. USA d) Recovery of expenses Pfizer Pharmaceutical India Private Limited.Ireland Pfizer Singapore Trading Pte Limited.59 23. Ireland g) Royalty expense Warner-Lambert Company LLC.11 100.52 449. Hong Kong Pfizer Agricare Sdn Bhd.66 138. India Pfizer Products India Private Limited.08 1411.68 27.99 369.67 160.44 1723.56 91.17 184.99 71.93 96.70 428.05 163.87 79. India Pfizer Products India Private Limited.00 1116. USA Pfizer Global Trading. USA Pfizer Inc.55 133.43 24500. India k) Loans repaid Pfizer Pharmaceutical India Private Limited.56 1298.52 6450. India Pfizer Products India Private Limited. India m) Reimbursement of civil work Pfizer Pharmaceutical India Private Limited.20 230.63 11915. Gagrat Yugesh Goutam 36.M.72 Rupees in Lakhs 30th Nov 2007 43. Singapore Pfizer Enterprises SARL.00 59.00 3650. India e) Purchase of finished goods Pfizer Export Company. India Pfizer Products India Private Limited.39 402.19 49. South Africa Pfizer Pharmaceutical India Private Limited.92 93.25 303.55 217. Singapore Pfizer Corporation Hong Kong Limited.00 4475.27 87. India l) Interest received on loans given Pfizer Pharmaceutical India Private Limited.00 2300. Ireland c) Service income Pfizer Limited.58 1606.60 2578..

31 3997.66 437.73 17529.89 723.08) 24416.05 3.60 2101.84 11249. the differing risks and returns and the internal financial reporting systems.60 2101.01 190.Notes to the Financial Statements for the year ended 30th November.18 7875.59) Interest income 6009.85 1094.18) Exceptional Items .27 18876.65 2147.46 19920.92 24.41 6840. new product development and undertaking comprehensive data management for new drug development. the nature of products and services. Animal Health and Services.24 Unallocated corporate (expenses) / income (net) (3096.22 69392.25 Unallocated corporate assets 79756. The business segments have been identified and reported taking into account.01 468. 2 Geographical Segments: For the purpose of geographical segments the consolidated sales are divided into two segments .12 252.Clinical Development Operations primarily include conducting clinical trials.04) Net profit 29912.52 63021.02 108572.31 8320.69 18388.68 (1735.23 85999.2533.1397. The Pharmaceuticals business comprises of manufacturing of bulk drugs and formulations.74 1776.12 Operating profit Interest expense and bank charges (236.96 .23 Total Segment revenue 59478.46 Business Segments (Refer Note 1 below) Capital expenditure 109.54 Other information Segment assets 22052.Animal Services Total PharmaAnimal Services Total ceuticals Health ceuticals Health Segment revenue External sales and services 59478.63 2925.79) (243.58 69392.23 69962.02 60450.73 183.02 33892. The Animal Health business has a presence primarily in the large animal health and poultry market segments.91 35.62 Unallocated corporate liabilities 8409. 56 .03 2163.79 2298.82 1334.88 15292.external sales & services Carrying amount of segment assets Capital expenditure Notes: 1 Business Segments: The business operations of the Company comprise Pharmaceuticals.net 20790.68 20790.96 Rupees in Lakhs 30th Nov 2007 India Other Total Countries 67244.78 504.31 8320.India and other countries.03 2163.84 Total liabilities 19658.92 1397.61 Depreciation / Amortisation 543.02 60450.98 86657.41) (11120.68 69962.32 13003.37 13.01 10.89 3698.67 109614.31 1042. and also includes rendering of marketing services.72 8789.69 Geographical Segments (Refer Note 2 below) 30th Nov 2008 India Other Total Countries 67663.23 Segment results 15841.62 86657.41 6840.30 770.08 578.92 Segment liabilities 10521.04) (1735.50 21793. 2008 16 Disclosures as required by the Accounting Standard 17 on “Segment Reporting” are given below: Business Segments (Refer Note 1 below) Rupees in Lakhs 30th Nov 2008 30th Nov 2007 Pharma.89 2236.84 3808.12 23636. trading of formulations and also includes rendering of marketing services.50 790.23 Income tax (11944.31 29858.72 2349.42 883.30 658.98 Segment revenue .22 69392.61 543.65 43293.67 Total assets 109614.68 69962.98 2533. Services .98 .

68 Opening balance Additions Utilisation / Transfers Reversals Closing balance 18 The Company’s international transactions with related parties are at arm’s length as per the independent accountants report for the year ended 31st March. 2006. 2008 17 Disclosure relating to provisions Personnel related provisions Personnel related provision at the beginning of the year have been settled based on completion of negotiations and execution of the new contract.73 lakhs).80 Rs in lakhs 1067. 19 The Company’s promoters announced the global divestiture of the Consumer Healthcare Business in June 2006 to Johnson & Johnson.16 103. not hedged by derivative instruments or otherwise are USD 5. the outflow of which would depend on the outcome of the respective events.68 7.73 21 The Company has with effect from 1st December.91 779.69 lakhs (net of deferred tax credit of Rs 234. for a total consideration of Rs.23 lakhs has been recognized in the current year and accounted under the head “Exceptional items – Net”.00 2. The break-up of these exposures is tabulated below : 30th Nov 2008 Nature of exposure Accounts receivable Accounts payable Net Foreign Currency (USD in lakhs) 21.15 1358.81 201. 2007. 21095.87 201.57 66.30 27.95 (in lakhs)] equivalent to Rs 291. Consequently.18 34.43 291. Employee Benefits (revised 2005). 2007. 2007 the Company has transferred its right to use the trademark / license pertaining to Benadryl.73 19. Accordingly.43 0.96 101.68 37. profit on this transfer amounting to Rs. 21485. The movement in the above provisions are summarised as under: Rupees in Lakhs 30th Nov 2008 Contingency Personnel 66.10 lakhs to Johnson & Johnson Limited.Notes to the Financial Statements for the year ended 30th November. Benylin and Listerine and certain assets related thereto.31 232.28 30th Nov 2007 Foreign Currency (USD in lakhs) 11. Caladryl.13 360. Currency USD Number of Contracts 1 Buy Amount 500000 Indian Rupees Equivalent 25110000 Foreign currency exposures. All the remaining products under the Consumer Healthcare Portfolio continues to be with the Company. Consequently an additional liability for employee benefits based on actuarial valuation as at 1st December.28 lakhs (2007 : Rs 314. The Company does not enter into any forward contract which is intended for trading or speculative purposes. the global closure was fixed on 20th December. has been adjusted against General reserve as at 1st December.68 30th Nov 2007 Contingency Personnel 137.64 314. Pursuant to the approval of the Board of Directors at their meeting held on 31st December. 2007 amounting to Rs 455.95 Rs in lakhs 464. Management believes that the Company’s international transactions with related parties post 31st March.80 (in lakhs) [2007 : USD 7.65 lakhs). adopted Accounting Standard 15.10 5. 2008 continue to be at arm’s length and that the transfer pricing legislation will not have any impact on these financial statements. 2008.60 74. 57 . 20 The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations having underlying transaction and relating to firm commitments or highly probable forecast transactions.60 201. The Company has made provision for pending assessments in respect of duties and other levies.

65 Interest cost 223.01 lakhs towards Employees’ Superannuation Fund.58 Fair value of plan assets at beginning of the year Expected return on plan assets 229. Defined Contribution Plan: During the year.61 8834.43 620.52) (673.25 % Expected rate of return on plan assets 8.17 122.86) (232.97 Transition liability – adjusted in General Reserve at the beginning of the year (77.00 % 8.97 (376.93 Benefits paid (319. 2008 Defined Benefit Plans: Rupees in Lakhs As at 30th Nov 2008 Compensated Provident Absences Fund Gratuity Changes in present value of obligations Projected benefit obligation.78) Actuarial (gain) / loss on obligation 345.66 Plan participants’ contributions 529.59 1719.10 Net asset / (liability) recognized in the Balance Sheet (411.76) Net actuarial (gain) / loss recognized 176.42) (638.61) (8834. at the end of the year 3299.29) Expense recognized in the Profit and Loss Account 357.50% 7.26 Changes in fair value of plan assets 2489.93 61. at beginning of the year 2863. This being the first year of adoption of accounting standard AS 15 (Revised).78) Actuarial gain / (loss) on plan assets 169.87 1559.52 673. 30th January.50 Contributions Benefits paid (1228.76 273.64 1434.42) (1228. comparative figures for previous year have not been provided.16 Actuarial assumptions Discount rate 7.85 191.17) (122.42) (118.46 8210.87 1559.66 Plan participants’ contributions 529.25 % 5% to 9.37 420.81) 11.50% Annual increase in compensation 5% to 9.45 (117.00 % The estimates of annual increase in compensation take account of inflation and supply and demand condition in the employment market.21) Balance Sheet reconciliation Opening net liability 451.50% 7.43 132.16) Amount recognized in the Balance Sheet 411.10 Net asset / (liability) recognized in the Balance Sheet Projected benefit obligation.59 Fair value of plan assets at the end of the year 2887.43 132.38 2232.59 755.19 8196.Notes to the Financial Statements for the year ended 30th November.65 Interest cost 223.63 (178.76 645. For and on behalf of the Board R A SHAH Chairman KEWAL HANDA Managing Director P SHAH B M GAGRAT (Dr) Mumbai.45) Employer’s contributions 415.21) Benefits paid (319.19 8196. 2009 PRAJEET NAIR } Directors Company Secretary 58 .61 33.08 Expected return on plan assets (229.79 117.84 9084. the Company has contributed Rs 22.43 620.85 191.42 638.25 % 5% to 9.16) Expense recognized in the Profit and Loss Account Current service cost 186.26) Fair value of plan assets at end of the year 2887.39) (2232.59 Projected benefit obligation.32 418.06 1.11 Current service cost 186.68 Employer’s contributions 415.56 Expense as above 357.86) (232. at the end of the year (3299. 22 Prior year figures have been regrouped wherever necessary to conform to current year’s presentation.46 (117.

Information required as per Part IV of Schedule VI to the Companies Act. 1956 Balance sheet abstract and Company’s general business profile I Registration details Registration No 8311 State code 11 Balance sheet date 30 11 2008 II Capital raised during the year (Amount in Rupees thousand) Public issue Rights issue Nil Nil Bonus issue Private placement Nil Nil III Position of mobilisation and deployment of funds (Amount in Rupees thousand) Total liabilities Total assets 8995648 8994648 Source of funds Share Capital Reserves and surplus 298432 8697216 Secured loans Unsecured loans Nil Nil Application of funds Net fixed assets Investments 830594 5025 Deferred tax asset (net) Net current assets 226715 7933314 Miscellaneous expenditure Accumulated losses Nil Nil IV Performance of the Company (Amount in Rupees thousand) Turnover (including other income) Total expenditure 7711276 5604701 Profit before tax and exceptional items + 2106575 Profit before tax + Profit after tax + 4185643 2991202 Earnings per share (Rupees) Dividend rate 100. 2009 PRAJEET NAIR Chairman Managing Director Directors Company Secretary } 59 .24 125% V Generic names of three principal products of the Company (as per monetary terms) Item code No (ITC Code) 30044005 Product description Syrup based on codeine phosphate Item code No (ITC Code) 30045005 Product description B group vitamins (B-Complex) with Vitamin C Item code No (ITC Code) 30049011 Product description Other anti-inflammatory (non-steroid) formulations For and on behalf of the Board R A SHAH KEWAL HANDA P SHAH B M GAGRAT (Dr) Mumbai. 30th January.

00 For the Previous Financial Years since it became a Subsidiary Profits/(Losses) Profits/(Losses) so far as it so far as it concerns the concerns the members of members of the Holding the Holding Company and Company and not dealt with dealt with in in the Holding the Holding Company’s Company’s Accounts(Rs.08 100% For and on behalf of the Board R A SHAH KEWAL HANDA P SHAH B M GAGRAT (Dr) Mumbai. 2009 PRAJEET NAIR Chairman Managing Director } Directors Company Secretary 60 . in Accounts(Rs.00) Duchem Laboratories Limited 30. Name of the Subsidiary Company Financial year Number of equity ending of the shares held Subsidiary Company For the Financial Year of the Subsidiary Profits/(Losses) Profits/(Losses) so far as it so far as it concerns the concerns the members of members of the Holding the Holding Company and Company and not dealt with dealt with in in the Holding the Holding Company’s Company’s Accounts(Rs. in Lakhs) Lakhs) 107. in Lakhs) Lakhs) 45.56 (365.Statement pursuant to Section 212 of the Companies Act. in Accounts(Rs. 30th January. 1956.11.20 41.

Your Directors have selected such accounting policies and applied them consistently and made judgements 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. 1956 97 11 86 (257) (171) 122 14 108 (365) (257) 3. the requirement of Section 217 (1) (e) of the Companies Act. Mr. 2008 on a going concern basis. In the preparation of the Annual Accounts. 2008. AUDITORS M/s.. DIRECTORS In accordance with the Articles of Association of the Company. B S R & Co. 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. 1998 in respect of Conservation of Energy & Technology Absorption are not applicable. if re-appointed. 2008. Uday Mohan.108 lakhs for the previous year. 86 lakhs as against Net Profit of Rs. Director will retire by rotation at the forthcoming Annual General Meeting and being eligible. 2008 2007 Profit/(Loss) before taxation Less : Current tax Profit/(Loss) after taxation Balance of Loss from previous years Balance of Loss carried to Balance Sheet OPERATIONS The Net Sales of the Company for the year under review is Rs. They have given their consent to continue to act as Auditors of the Company for the current year. read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Since the operations of the Company is restricted to trading. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to section 217 (2AA) of the Companies Act. Nil for the previous year. On behalf of the Board of Directors B M GAGRAT (Dr) Chairman Mumbai. 2. the Company’s Auditors will retire at the conclusion of the ensuing Annual General Meeting. January 29. Nil as against Rs. FINANCIAL RESULTS Rupees in Lakhs Year ended Year ended November 30. The Foreign Exchange earnings and expenditure during the year was Rs. 403 lakhs for the previous year. 2009 61 . The operations for the period reflect a Net Profit of Rs. 399 lakhs as compared to Rs. CONSERVATION OF ENERGY.DUCHEM LABORATORIES LIMITED (Annual Accounts of Subsidiary Company) DIRECTORS’ REPORT Your Directors have pleasure in presenting this 50th Annual Report together with the audited statement of accounts of the Company for the year ended November 30. DIVIDEND Your Directors do not recommend any dividend for the year ended November 30. Your Directors have prepared the attached Statement of Accounts for the year ended November 30. the applicable accounting standards have been followed. 4. November 30. offers himself for re-appointment. 1956 (“the Act”) your Directors confirm the following: 1.

An audit includes examining. (iv) In our opinion. (‘the Act’) we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. (iii) According to the information and explanations given to us. Chartered Accountants Mumbai 29 January 2009 Bhavesh Dhupelia Partner Membership No: 042070 Annexure to the Auditors’ Report – 30 November 2008 (Referred to in our report of even date) (i) The Company did not have fixed assets at any time during the year. Further to our comments in the Annexure referred to above. annexed thereto. and iii) in the case of the cash flow statement. evidence supporting the amounts and disclosures in the financial statements. except goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end. and in our opinion. 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. as well as evaluating the overall financial statement presentation. on a test basis. in our opinion. 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. paragraph 4(i) of the Order is not applicable to the Company. An audit also includes assessing the accounting principles used and significant estimates made by management. the related profit and loss account and the cash flow statement of the Company for the year ended on that date. the said accounts give the information required by the Act. We believe that our audit provides a reasonable basis for our opinion. In our opinion. we report that none of the directors is disqualified as at 30 November 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act. proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. firms or other parties covered in the register required to be maintained under Section 301 of the Act. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. of the cash flows for the year ended on that date. in our opinion. (b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. These financial statements are the responsibility of the Company’s management. of the state of affairs of the Company as at 30 November 2008. 2003 (‘the Order’) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act. (ii) (a) The inventory. has been physically verified by the management during the year. We conducted our audit in accordance with auditing standards generally accepted in India. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been dealt with in the books of account. the balance sheet. As required by the Companies (Auditor’s Report) Order.Auditors’ Report To the Members of Duchem Laboratories Limited We have audited the attached balance sheet of Duchem Laboratories Limited (‘the Company’) as at 30 November 2008. during b) c) d) e) f) 62 . 1956. Accordingly. on the basis of written representations received from the directors of the Company as at 30 November 2008 and taken on record by the Board of Directors. and to the best of our information and according to the explanations given to us. According to the information and explanation provided to us. ii) in the case of the profit and loss account. and according to the information and explanations given to us. 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 with regard to the sale of goods. Our responsibility is to express an opinion on these financial statements based on our audit. of the profit for the year ended on that date. (c) The Company is maintaining proper records of inventory. 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. profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account. the balance sheet. the frequency of such verification is reasonable. For B S R & Co. 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. written confirmations have been obtained. we are of the opinion that there are no companies.

the Company has not given any guarantee for loans taken by others from banks or financial institutions. According to the information and explanations given to us. Amount Period to (Rs in Lakhs) which the amount relates 66. securities. the Company has been generally regular in depositing undisputed statutory dues including Income tax. The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.the year under audit. debentures and other investments. Bad Debts written off. the following dues of Income tax have not been deposited by the Company on account of disputes. Write off of Stock. In our opinion. Customs duty and Excise duty. the Company has an internal audit system commensurate with the size and nature of its business. and according to the information and explanations given to us. debentures and other securities. (xix) The Company did not have any outstanding debentures during the year. We have not observed any major weakness in the internal control system during the course of the audit. Write off of Stock. the Central Government has not prescribed the maintenance of cost records under Section 209 (1)(d) of the Act for any of the products of the Company.47 349. (xviii) As stated in paragraph (iii) above. and having regard to the explanation that funding from the holding company is not on short term basis. the Company did not have any short term borrowings. there are no companies/ firms/parties covered in the register required to be maintained under Section 301 of the Act. no fraud on or by the Company has been noticed or reported during the course of our audit.63 15.01 15. The Company did not have any outstanding dues to any financial institution. banks or debenture holders during the year. (xv) According to the information and explanations given to us. Sales tax and other material statutory dues with the appropriate authorities. (v) In our opinion. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company. 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. Chartered Accountants Mumbai 29 January 2009 Bhavesh Dhupelia Partner Membership No: 042070 63 Income Tax Act Write off of Stock. (b) According to the information and explanations given to us. Bad debts written off. the Company neither purchased any fixed assets nor did it provide any services. (xiv) According to the information and explanations given to us. Sales tax 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. no undisputed amounts payable in respect of Income tax. For B S R & Co.24 lakhs which is in excess of 50% of its net worth. (x) The Company has accumulated losses at the end of the financial year aggregating Rs 171. As explained to us. (xi) (vi) (vii) (xii) (viii) According to the information and explanations given to us. (xvi) The Company did not have any term loans outstanding during the year. the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. 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. Wealth tax. the Company did not have any dues on account of Investor Education and Protection Fund. Write off of Stock. (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. the Company is not dealing or trading in shares. Service tax. The Company has not accepted any deposits from the public.02 2002-2003 2000-2002 2004-2005 2005-2006 Forum where dispute is pending ITAT ITAT ITAT CIT (Appeal) (xiii) In our opinion and according to the information and explanations given to us. The Company has not granted any loans and advances on the basis of security by way of pledge of shares. (xx) The Company has not raised any money by public issues. . Name of the Nature of the Dues Statute (xxi) According to the information and explanations given to us.

75 95.42 58.00 324.73 184. As per our report attached.Balance Sheet as at 30th November. Sources of Funds Shareholders’ funds Share capital TOTAL Application of Funds Current assets. 2009 For and on behalf of the Board B M GAGRAT (Dr) UDAY MOHAN KAVITA BHAVNANI Mumbai.08 1 324.44 324. 2008 Rupees in Lakhs Schedule Ref.00 (117.76 171.94 12.32 32. loans and advances Inventories Sundry debtors Cash and bank balances Loans and advances 2 3 4 5 30. 29th January.24 324. For B S R & Co.56 257.00 As at 30th Nov 2008 Rupees in Lakhs As at 30th Nov 2007 The schedules referred to above form an integral part of this Balance Sheet.52) 66. Chartered Accountants BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai. 2009 Chairman } Directors 64 .73) 152.00 78.09 60.87 243. 29th January.00 324.49 Current liabilities and provisions Current liabilities Net current assets Profit and Loss Account TOTAL Significant accounting policies Notes to the accounts 10 11 6 (90.00 324.45 58.

Schedule 11) Significant accounting policies Notes to the accounts 10 11 7 418. 100/. 26.00 107. Chartered Accountants BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai. As per our report attached.57 403. 2008 Rupees in Lakhs Schedule Ref.44) Rs.72 14.11 0.each (Basic and Diluted) (Refer Note 3 in the Notes to the accounts . 2009 For and on behalf of the Board B M GAGRAT (Dr) UDAY MOHAN KAVITA BHAVNANI Mumbai. 29th January.12 Year Ended 30th Nov 2008 429.01 399.36 318.03 440.10 86. 2009 Chairman } Directors 65 .16) (257.31 47.24) Rs.43 60. Income Gross sales Less : Sales tax Net sales Miscellaneous income Expenditure (Increase)/decrease in stocks of finished goods Purchases Other expenses Profit Before Taxation Less : Taxation Current tax Profit After Taxation Balance of Profit and Loss Account brought forward Balance of Profit and Loss Account carried forward Earnings Per Share of Rs.09 399.61 8.06 25.52 Rupees in Lakhs Year Ended 30th Nov 2007 8 9 47.82 97. For B S R & Co.49 37. 29th January.64 301. 33.44) (171.Profit and Loss Account for the year ended 30th November.30 11.20 19.80 121.87 206.25 The schedules referred to above form an integral part of this Profit and Loss Account.72 (365.01 250.20 (257.

75 46.66 46.87 (26.65) 47. Cash and Cash Equivalents include : With scheduled banks On current accounts (including accounts with overdraft facility) 58.20 100.30 121. 29th January. 2008 Rupees in Lakhs 30th Nov 2008 A Cash Flow from Operating Activities : Net profit before taxation Adjustments for Bad debts Provision for doubtful debts & advances Operating profit before working capital changes Adjustments for Trade and other receivables Inventories Trade and other payables Cash generated/(used) in operations Direct taxes (paid)/refunded (Net) Net cash from/(used in) operating activities (A) B Cash Flow from Investing Activities (B) C Cash Flow from Financing Activities (C) Net Increase/(Decrease) in Cash & Cash Equivalents (A)+(B)+(C) Opening cash and cash equivalents (Note 1) Closing cash and cash equivalents (Note 1) (57. As per our report attached. 29th January.09 12. For B S R & Co.01 (141.77) 43.50 6.52 (36.27) 46.09 58. Chartered Accountants BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai.77) (31. 2009 Chairman } Directors . 2009 66 For and on behalf of the Board B M GAGRAT (Dr) UDAY MOHAN KAVITA BHAVNANI Mumbai.79) 63.89 8.86 12.57 97.11 8.75 58. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 on “Cash Flow Statement” issued by The Institute of Chartered Accountants of India.75 12.Cash Flow Statement for the year ended 30th November.66 12.66 Notes : 1.77) 3.95) 4.29) (31.09 1.09 (31.93 (17.74 136.72 Rupees in Lakhs 30th Nov 2007 2.

00 500.29 lakhs Schedule 6 : Current liabilities Sundry creditors Due to Micro. 252. Small and Medium Enterprises {refer note (5) of Schedule 11} 21.24.000 (Nov 2007 : 3.67 272.64 117.76.Schedules Rupees in Lakhs 30th Nov 2008 Schedule 1 : Share capital Authorised 4.20 272.00 324. Nov 2007 Rs.00 24.000 (Nov 2007 : 4.94 211.52 33.45 30.30 2.46 lakhs) TOTAL 95.73 Amounts recoverable from Pfizer Limited* Income tax payments (Net of provision Rs.30 36.00 30.74 11.Considered good .Considered doubtful Provision for doubtful debts TOTAL Schedule 4 : Cash and bank balances With scheduled banks On current account TOTAL Schedule 5 : Loans and advances (unsecured) Advances recoverable in cash or in kind or for value to be received Considered good Advances Deposits Considered doubtful Deposits Provision for doubtful deposits 476.00 243.94 32.75 Rupees in Lakhs 30th Nov 2007 476.76.81 57.59 60.75 58. 100/.42 58.00 324.30 2.99 37.94 12. 100/.88 (2.57 lakhs.00 28.85 lakhs. subscribed and paid up 3.73 Schedule 7 : Miscellaneous income Liability no longer required written back Others 0.00) 32.45 209.000) Equity shares of Rs.03 67 .01 TOTAL 0. 103.24.14 51.00 500.32 78.000) Equity shares of Rs.00 78.01 28.95 62.74) 1.36 Due to the Holding Company .76 7.74) 9.00 24.84 1.09 12.each 24.Pfizer Limited and its nominees) Schedule 2 : Inventories Finished goods TOTAL Schedule 3 : Sundry debtors (unsecured) Debts outstanding for a period exceeding six months Other debts of which .23 44.04 3. 149.000 (Nov 2007 : 24.000) Nine per cent non-cumulative Redeemable Preference shares of Rs.Pfizer Limited Others 69.87 * Maximum aggregate amount due to Pfizer Limited during the year Rs.each fully paid up TOTAL (All the above shares are held by the Holding Company .00 324.65 44. Nov 2007 Rs.62 58.42 214.20) 58.94 243. 100/.32 215.74 4.04 (2.00 324.37 TOTAL 90. 241.94 (211.each TOTAL Issued.62 (214.09 1.

00 2. Any revision to accounting estimate is recognized prospectively in current and future periods.85 3.18 60. financial or otherwise. (c) Going concern These financial statements have been prepared on a going concern basis. (e) Revenue recognition Revenue from sale of goods is recognised when significant risks and rewards of ownership are transferred to the customers. Provision for current tax is based on the results for the year ended 30 November 2008.74 4. (f) Taxation Income tax expense comprises current tax.57 4.01 1.97 47.41 7.20 5. forwarding and transport Commission Bad debts Provision for doubtful debts Provision for doubtful deposits Bank charges Legal and professional fees Sales tax Miscellaneous expenses TOTAL 78.64 Rupees in Lakhs 30th Nov 2007 86. to ensure that the Company continues to operate as a going concern. to the extent applicable. deferred tax charge or credit and fringe benefits tax.56 9.87 0. 1961. in consultation with the National Advisory Committee on Accounting Standards. Cost is arrived at using the First-In-First-Out method. (d) Inventories Inventories are valued at lower of cost and net realisable value.89 6.45 47. 2006 issued by the Central Government. Sales are net of sales returns and trade discounts.31 16. The management believes that the Company will continue to operate as a going concern and meet all its liabilities as they fall due for payment due to the following reasons : the Company’s bank facilities are guaranteed by the Holding Company.32 30.13 13.Schedules Rupees in Lakhs 30th Nov 2008 Schedule 8 : (Increase)/decrease in stocks of finished goods Stocks at commencement Stocks at close TOTAL Schedule 9 : Other expenses Insurance Rates and taxes Freight. Actual results could differ from these estimates. in accordance with the provisions of the Income Tax Act. being the tax year of the Company.36 Schedule 10 : Significant accounting policies (a) Basis of accounting The financial statements have been prepared and presented under the historical cost convention on an accrual basis of accounting and in accordance with the provisions of the Companies Act. and letter of continued financial support received from the Holding Company confirming that they would continue to provide whatever support is necessary.11 6.70 3. 68 .60 0.54 11. Cost includes cost of purchase (net of refundable taxes and levies) and other costs incurred in bringing the inventories to their present location and condition.42 9.32 8.33 78. Interest income is recognised on a time proportionate basis.64 0. is able to obtain funding from its bankers and is able to meet its liabilities as they fall due for payment. 1956 and accounting principles generally accepted in India and comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules. Finished goods expiring within 90 days (near-expiry inventory) as at the balance sheet date are fully provided for. co-incides with the despatch of goods to the customers. (b) Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles (GAAP) in India requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements. The final tax liability will be determined on the basis of the operations for the year 1 April 2008 to 31 March 2009.18 0.

) 1.50 22.Notes to the Financial Statements for the year ended 30th November.56) Solids Kgs.56 647.25) (9. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may.each Basic and Diluted earnings per share (Rs.32) (49.72 324.000 33. in Millions 4.40) (138.37 0.95 82. with the weighted number of equity shares outstanding during the year. Provision for Fringe Benefits Tax is made on the basis of applicable rates on the taxable value of eligible expenses of the Company as prescribed under the Income Tax Act. Schedule 11 : Notes to the accounts Rupees in Lakhs Rupees in Lakhs 30th Nov 2008 30th Nov 2007 1 Contingent liabilities (a) In respect of the guarantees given to banks on behalf of third parties (b) In respect of Income Tax 2 Auditors’ remuneration (including taxes. but probably will not.17) (3587. 1956 Stocks at Purchases Sales Stocks at close commencement Class of Goods Unit of Quantity Rupees Quantity Rupees Quantity Rupees Quantity Rupees Measure in Lakhs in Lakhs in Lakhs in Lakhs Tablets and capsules No.90) (27.58 113.33) (250.86 18.50 (393.45 (86.31 (1527.41 30.71) (19.17 6.31 399.32) Notes : 1 Stocks are after adjustment of write-offs.90 27.21 543.10) TOTAL 78. In the case of unabsorbed depreciation or carried forward losses.45) (31.21 3.97) (27. require an outflow of resources.66 29.12 3.05 0.987.49 107. (g) Earnings per share Basic and diluted earnings per share is computed by dividing the net profit attributable to equity shareholders for the year.64 (3. 3587.20) (187.15) (77.32 206.45 31.49) (78.64) (597.40 178.000 26.20 324.03) Injectables : Powder parentals Kgs.78 202. 2 Figures in brackets are in respect of the previous year.47 86.85 114.66) Liquids Litres (-27. (h) Provisions and Contingencies The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation.13 11.61 3.88) (4. 258.71 19. 1961.43) (403.10 3. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote.21 40.24) (689. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future. 100/.60) (-0. 69 .11 30. 2008 The deferred tax charge or credit is recognized using substantially enacted rates.00 543.57) (8712. no provision or disclosure is made.73 597. Such assets are reviewed as at each balance sheet date to reassess realization.25 4 Information required by paragraphs 3 and 4 of part II and III of Schedule VI to the Companies Act.47) (258.09) (26.50 3.12) (27.40 70.60) (72.37 0.27) (120. where applicable) For Audit Out of pocket expenses TOTAL 3 Earnings per share Net profit after tax (Rupees in Lakhs) Weighted average number of equity shares of Rs. deferred tax assets are recognised only to the extent there is virtual certainty of realisation of such assets.10 4.734.10) (6423.50) (58.

00 70 .36 Rupees in Lakhs 30th Nov 2007 28.27 434.09 44. Small and Medium enterprises : Rupees in Lakhs 30th Nov 2008 Principal amount payable to suppliers at the year end Amount of interest paid by the Company in terms of section 16 of the MSMED.02 280.81) 2400. the above disclosures are made under ‘Current liabilities’ (Schedule 6) in respect of amounts due to the Micro. This has been relied upon by the auditors. outstanding as at the year end III Others : • • Services are rendered by the Holding Company by providing resources like manpower.54 (36. Nil.23 2400. Small and Medium enterprises who have registered with the relevant competent authorities. USA II Transactions during the year and Balances Outstanding/(Receivable) as at the year end with related parties are as follows : Rupees in Lakhs Rupees in Lakhs Nature of transactions with the Holding Company Expenses reimbursed Short term advances given Short term advances taken Outstanding as at the year end – Due to / (from) Guarantees given to Banks by Holding Company. Amount written off or written back in respect of debts due from or to related parties is Rs. assets etc for which no amount is recovered by the Holding Company. 6 Disclosures as required by the Accounting Standard 18 on “Related Party Disclosures” are given below : I Names of Related Parties and description of relationships Parties where control exists Holding Company : Pfizer Limited. 2008 5 The following disclosures are made for the amounts due to the Micro.76 348. along with the amount of the payment made to the supplier beyond the appointed day during the accounting year Amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Amount of interest accrued and remaining unpaid at the end of the accounting year 21. 30th Nov 2008 0.65 — — — — — — On the basis of information and records available with the Company.00 30th Nov 2007 7.Notes to the Financial Statements for the year ended 30th November.44 362. India Ultimate Holding Company : Pfizer Inc..

62 243.11 110.11 . The Animal Health business has a presence primarily in the large animal health and poultry market segments. The business segregation forms the basis for review of operational performance by the management.97 121. 8 9 The position of Company Secretary of the Company has been vacant from 30th December 2006 till date.26 226.88 8.20 88.73 30th Nov 2007 PharmaAnimal Total ceuticals Health 177.184.75 26. 2008 7 Disclosures as required by the Accounting Standard 17 on “Segment Reporting” are given below : Business segments (Refer Note 1 below) Rupees in Lakhs 30th Nov 2008 Pharma.30 (11.53 226.23 177.45 Segment revenue .10) 97.72 (14.21 84.08 .243.11 243.10) 86.08 202.31 117.87 154.08 33.23 36.10 64.Animal Total ceuticals Health Segment revenue External sales to customers Total Segment revenue Segment results Unallocated corporate (expenses) / income (Net) Net profit before tax Income tax Net profit after tax Other information Segment assets Unallocated corporate assets Total assets Segment liabilities Unallocated corporate liabilities Total liabilities Geographical segments (Refer Note 2 below) Rupees in Lakhs 30th Nov 2008 India Other Total Countries 399. The figures of the previous year have been regrouped / reclassified wherever necessary to conform to the figures of the current year.72 119.22 403.22 196.49 94.59 51.Notes to the Financial Statements for the year ended 30th November.50 202.40 (13.85 90.403.76 22.54 85.00) 107. For and on behalf of the Board B M GAGRAT (Dr) UDAY MOHAN KAVITA BHAVNANI Chairman Mumbai. The Pharmaceuticals business comprises a portfolio of prescription medicines which are provided to patients through healthcare professionals.49 . 2 Geographical Segments : For the purpose of geographical segments the consolidated sales are divided into two segments India and other countries.28 33.49 .external sales to customers Carrying amount of segment assets Notes : 1 Business Segments : The business operations of the Company comprise Pharmaceuticals and Animal Health.98 184.68 10.61 45.50 65. 2009 } Directors 71 .49 Rupees in Lakhs 30th Nov 2007 India Other Total Countries 403.11 399.52 37. 3 The accounting policies of the segments are the same as those described in the summary of significant accounting policies as referred to in Schedule 10 to the financial statements.56 61.26 58.399. 29th January.61 196.18 399.49 184.20 20.49 81.49 403.

6 1 N i l V Generic names of three principal products of the Company (as per monetary terms) Item code No.1 1 . Vitamins B1 & B12 & Choline Bolus Item code No. Cloxicilin injectable powder Item code No. 1956 Balance sheet abstract and Company’s general business profile I Registration details Registration no. Iron. oral soluble powder For and on behalf of the Board B M GAGRAT (Dr) UDAY MOHAN KAVITA BHAVNANI 4 0 0 2 7 6 1 2 4 1 8 2 6 2 0 Mumbai.0 8 II Capital raised during the year (amount in rupees thousands) Public issue Rights issue N i l N i l Bonus issue Private placement N i l N i l III Position of mobilisation and deployment of funds (amount in rupees thousands) Total liabilities Total assets 3 2 4 0 0 3 2 Sources of funds Share capital Reserves and surplus 3 2 4 0 0 N i l Secured loans Unsecured loans N i l N i l Application of funds Net fixed assets Investments N i l N i l Deferred tax assets (net) Net current assets N i l 1 5 Miscellaneous expenditure Accumulated losses N i l 1 7 IV Performance of the Company (amount in rupees thousands) Turnover (including other income) Total expenditure 3 9 9 1 2 3 0 Profit before tax + Profit after tax + 9 7 3 0 8 Earnings per share (rupees) Dividend rate % 2 6 .Information required as per Part IV of Schedule VI to the Companies Act. 1 1 1 1 7 State code 1 1 Balance sheet date 3 0 . Oxytetracycline and Vitamin. 29th January. (ITC Code) 30049039 Product description Cobalt. (ITC Code) 30042049 Product description Neomycin. 2009 72 } Chairman Directors . (ITC Code) 30041090 Product description Amoxicilin.

30 January 2009 Bhavesh Dhupelia Partner Membership No: 042070 73 . and to the best of our information and according to the explanations given to us. of the consolidated cash flows of the group for the year ended on that date. We report that. on a test basis. Duchem Laboratories Limited (collectively referred to as ‘the Group’) as at 30 November 2008 and the related consolidated profit and loss account and the consolidated cash flow statement of the Group for the year ended on that date. 2006 and on the basis of separate audited financial statements of the Company and its subsidiary as listed in paragraph 1 of Significant Accounting Policies included in the consolidated financial statements. the consolidated financial statements have been prepared by the Group’s management in accordance with the requirements of Accounting Standard 21 – Consolidated Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management. of the consolidated results of operation of the group for the year ended on that date. annexed thereto. in accordance with the financial reporting framework generally accepted in India and are free of material misstatement. in all material respects. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. of the consolidated state of affairs of the group as at 30 November 2008. For B S R & Co. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are prepared. the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: i) in the case of the consolidated balance sheet. `Chartered Accountants Mumbai. In our opinion. We believe that our audit provides a reasonable basis for our opinion. We conducted our audit in accordance with auditing standards generally accepted in India.Auditors’ Report To the Board of Directors of Pfizer Limited We have audited the attached consolidated balance sheet of Pfizer Limited (the Company) and its subsidiary. An audit includes examining. and ii) iii) in the case of the consolidated cash flow statement. in the case of the consolidated profit and loss account. These consolidated financial statements are the responsibility of the Group’s management. evidence supporting the amounts and disclosures in the consolidated financial statements. specified in the Companies (Accounting Standards) Rules. as well as evaluating the overall consolidated financial statement presentation.

including advances Investments Deferred tax asset ( Net ) Current assets.80) 6016.17) 56290.14 (8144.38 7040.32 87124. As per our report attached.66) 79485.69 64972. 30th January.29 14161. For and on behalf of the Board Chartered Accountants R A SHAH Chairman KEWAL HANDA BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai.12 293.48 99140.24 (10660. 2009 .24 90109.01 Application of Funds The schedules referred to above form an integral part of this Balance Sheet. 30th January. As at 30th Nov 2008 Rupees in Lakhs As at 30th Nov 2007 Sources of Funds Shareholders’ funds Share capital Reserves and surplus TOTAL 1 2 2984.94 50.11 13501.07 54364.49 47991.85 78064.56 11 12 (12268.89) (21774.32 61987.90 90109. For B S R & Co.00 64972.92 2984. 2009 74 P SHAH B M GAGRAT (Dr) Managing Director } Directors PRAJEET NAIR Company Secretary Mumbai.92 90109.25 2267.41 24796.72 50. loans and advances Inventories Sundry debtors Cash and bank balances Other current assets Loans and advances Current liabilities and provisions Current liabilities Provisions Net current assets Miscellaneous expenditure (to the extent not written off or adjusted) Voluntary retirement scheme TOTAL Significant accounting policies Notes to the accounts 18 19 3 13989.24 Fixed assets Gross block Accumulated depreciation Net block Capital work-in-progress at cost.94 (8913.83 1449.77 6031.28) (11113.82) 5076.58 6169. 2008 Rupees in Lakhs Schedule Ref.12 3229.15 9584.25 1297.01 64972.01 8305.82 4 5 6 7 8 9 10 12498.66) (19654.Consolidated Balance Sheet as at 30th November.34 1024.00) (7386.26 817.

16 77470.23 45096.48 (1735.04 23406.09 228.00 242.20 3730.16 34000.08 45096. As per our report attached.71 101976.72 9301. Chartered Accountants R A SHAH Chairman KEWAL HANDA BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai.97 1112. 2009 75 . 2008 Rupees in Lakhs Schedule Ref.66 1.00 18 19 13001.82 55106.39 10. 30th January.06 20790.00 21122.78 13 68169. Year Ended 30th Nov 2008 76900.40 1394.52 958.16 10169.31 3400.88 77730.68 7355.94 10.02 138.79 3321.26 24097.68 41912.46 56348.66 21013.Consolidated Profit And Loss Account for the year ended 30th November.95 Rs.76 20570.12 6199.23 Rs.23 75053.74 12462. 100. 113.Net 17 Profit Before Taxation Less: Taxation Current tax Fringe benefits tax Deferred tax charge / (credit) Profit After Taxation Balance brought forward Total Available For Appropriation Transfer to general reserve Proposed dividend Tax on dividend Balance Carried To Balance Sheet Earnings Per Share (Basic And Diluted) (Refer Note 5 in the Notes to the accounts .05 58097.58) 29957.04) 45134. 30th January.46 2991.51 67669.00 (734. 2009 P SHAH B M GAGRAT (Dr) Managing Director } Directors PRAJEET NAIR Company Secretary Mumbai.51 67697.00 8206.56 46869.13 Rupees in Lakhs Year Ended 30th Nov 2007 Income Gross sales Less: Excise duty Less: Sales tax Net sales Operating and other income Expenditure Material cost Personnel cost Manufacturing and other expenses Interest on short term loans Depreciation 14 15 16 3 24013.29 5408.44 10754. For and on behalf of the Board For B S R & Co.28 3861.00 10209.19 Profit Before Taxation and Exceptional Items Exceptional items .Schedule 19) Nominal Value Per Share Significant accounting policies Notes to the accounts The schedules referred to above form an integral part of this Profit and Loss Account.18 634.33 34306.

55) 21095.71) (5989.04) (1.82) (2914.30) 2692.09 (389.03 (3680.59 6369.06 (7887.38) (27369.Consolidated Cash Flow Statement for the year ended 30th November.50) 1663.33 Rupees in Lakhs 30th Nov 2007 46869.06 (737.29) 1.04) 37.82 (694.58 B C 76 .04) 0.82 (7588.88 (12690.19) 2043.58 30682.46 10.37) 16172.84) 334.13 (11333.39 (10750.52) (7589. income tax provision) Cash generated from operations Direct taxes paid (Net) Net cash from operating activities before exceptional items Exceptional Items VRS paid Proceeds from sale of brands (Net) Net cash from operating activities after exceptional items ( A ) Cash Flow from Investing Activities : Purchase of fixed assets Proceeds from sale of fixed assets Purchase of investments / Inter corporate deposits (Net) Interest received Net cash from / (used) in investing activities ( B ) Cash Flow from Financing Activities :Dividend paid (including tax on distributed profits) Interest paid Net cash used in financing activities ( C ) Net Increase / (Decrease) in Cash & Cash Equivalents (A)+(B)+(C) Opening cash and cash equivalents (Note 1) Closing cash and cash equivalents (Note 1) 21122.19 (0.48 958.80) 173.09) 27966.21 23234.26 (2667.58) (9519.31) 2357.43 819.68 47991.70 (6700. tax on distributed profits.11 17029.17 (193.58 (11.00) 5357.00) 3335.86 68.26 54360.56) 17308.47 346.36) (16.32 (1367.58) 6369.23 23776.37 13691.47 (3791. 2008 Rupees in Lakhs 30th Nov 2008 A Cash Flow from Operating Activities : Net profit before taxation and exceptional items Adjustments for Depreciation Unrealised foreign exchange (gain) / loss (Net) Interest income Profit on fixed assets sold / discarded Profit on sale of assets held for disposal Interest expenses Provision for doubtful debts and advances Provisions no longer required written back Provision for dimunition in the value of investment Operating profit before working capital changes Adjustments for Trade and other receivables Inventories Trade and other payables Provisions (excluding proposed dividend.52 525.06 1112.26 17308.35) (9519.40 15382.20) (92.33 47991.

30 2217. For and on behalf of the Board R A SHAH KEWAL HANDA P SHAH B M GAGRAT (Dr) Chairman Managing Director As per our report attached. For B S R & Co. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 on “Cash Flow Statement”.40 135. 30th January.48 52003.59 47991. 2009 77 .24) 54360.40 46090.79 (4.28 9.Consolidated Cash Flow Statement for the year ended 30th November.29 3.03 4. 2008 Rupees in Lakhs 30th Nov 2008 Notes : 1 Cash and cash equivalents include : Cash on hand With scheduled banks On current accounts ( including accounts with overdraft facility ) On margin money accounts On time deposit accounts Cheques on hand / in transit Unrealised translation gain on foreign currency cash & cash equivalents 2 3 Rupees in Lakhs 30th Nov 2007 5. 30th January. Chartered Accountants BHAVESH DHUPELIA Partner Membership No: 042070 Mumbai.48 3.64 1883.26 Interest income on delayed payments from customers and rental income have been shown under ‘Cash flow from operating activities’ as according to the Company these form an integral part of the operating activities. 2009 } Directors PRAJEET NAIR Company Secretary Mumbai.

93.91.76.41 2984.76 2991.636) Equity shares of Rs.41.636 (Nov 2007: 1. .92 lakhs and share premium account Rs.59 4000.900) Equity shares of Rs. USA. Schedule 19) Balance as per profit and loss account TOTAL 78 17149.080 (Nov 2007: 2.Schedules to the Consolidated Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 1: Share capital Authorised 2.69) 2277.up bonus shares by capitalisation of general reserve Rs.20 (455.244) Equity shares of Rs. 10 each fully paid-up are held by Pfizer Corporation.70 11213.14 2984.42.91.98.57. . 10 each in aggregate are held by Warner-Lambert LLC.080 (Nov 2007: 2.00 2277.76 3400. .76 45096.41 2984.98.83.57.920 (Nov 2007: 1. Add: Forfeited share capital Amount paid-up on 2. USA and Parke-Davis & Company LLC. .00 2984.44. 10 each fully paid-up Of the above .42.440) Equity shares of Rs.10.92 14613.941 Equity shares issued to Pharmacia Corporation.920) Unclassified shares of Rs. 10 each 1.55. 10 each Subscribed and paid up 2.100 (Nov 2007: 93.00 Schedule 2: Reserves and surplus Share premium Per last balance sheet General reserve Per last balance sheet Add : Transfer from profit and loss account Less : Adjustment on account of adoption of AS 15 (Revised) (Refer Note 14 of the Notes to the accounts.080) Equity shares of Rs.43. 10 each Issued 2.900 (Nov 2007: 10. 10 each were issued as fully paidup to the shareholders of erstwhile Pharmacia Healthcare Limited (pursuant to the Scheme of Amalgamation of Pharmacia Healthcare Limited with the company) including 7.44.76.08.69 14613.08.43. 133.01.14 2984.55.440 (Nov 2007: 2.98.70 .59 4000.1.896) Equity shares of Rs.98.53.95 87124.18 2984. 10 each were issued as fully paidup to the shareholders of erstwhile Parke-Davis (India) Limited (pursuant to the Scheme of Amalgamation of Parke-Davis (India) Limited with the company).32 0.98.98.18 2984.21.100) Equity shares of Rs. Panama.41.640) Equity shares of Rs.640 (Nov 2007: 2.896 (Nov 2007: 21.01.41 1015. 10 each forfeited TOTAL 0. 1776. USA.244 (Nov 2007: 53. 10 each were allotted as fully paid .32 2984.44.94 lakhs.080) Equity shares of Rs.41 1015.23 61987.27 67697.44.

10 13989.19 0.53 118.90 149.85 115.84 127.26 3140.52 18.28 533.2008 30.55 14161.34 3229.11.13 1149.75 328.14 661. 79 .51 15.17 8144.05 18.12.2007 year Deductions 30.2008 01. 4214.44 293.88 158.71 2.11.38 Leasehold Buildings : 787.97 8913.20 628.99 39.34 3577.38 339. 500 (Nov 2007: Rs.51 15.71 1397.Schedule 3 : Fixed assets Rupees in Lakhs COST As at As at As at For the As at As at As at 01.38 1367.43 3715.45 117.72 636. representing ownership of two residential flats.45 73.61 1058.43 571.30 478.87 343.17 984.81 2.82 8305.57 32.89 2930.27 2408.Nil (Nov 2007: Rs.67 272.69 155.62 4212.53 5548.80 496.12.64 lakhs) being reversal of excess depreciation provided in the prior years.2007 DEPRECIATION / AMORTISATION NET BOOK VALUE Intangible Assets 15.92 138.94 14161.80 619.29 135.94 1024.14 632.06 1013.19 8170.88 1443.82 48.38 787.146.52 499.11.11.2007 Additions Deductions 30.13 322.79 489.34 Schedules to the Consolidated Financial Statements Furniture & fixtures Vehicles TOTAL Previous year Capital work-in-progress including capital advances GRAND TOTAL @ Buildings include investment in share application money of Rs.33 1058.51 - Trademarks Tangible Assets Land : 32.13 5076.25 1045.38 7040.12 6016.48 43.41 168.77 958.88 6016.25 12.57 14.33 14.01 94.51 15.94 2572.27 1503. * Rs.80 1112.14 14686.74 502.69 10.10 115.30 14. 500) in a co-operative housing society.82 8144.42 5502.46* 134.72 93.2008 30.39 On freehold land @ On leasehold land Leasehold improvements Machinery & equipment Office equipment.

fully paid-up Other securities Bharuch Eco-Aqua Infrastructure Limited 72. 10 each.64 178.15 3220.59 458.97 12498.82 546.67 2568.000) shares of Rs.29 0. custom duty and sales tax Amortisation of voluntary retirement costs Others Deferred tax liability Arising on account of timing difference in: Depreciation TOTAL 301.14 7889.00 0.29 0.52 142.11 50.97 163.20 2267.000 each fully paid-up Gold Sovereign (Actual cost Rs.51 629.25 0.25 2458.42) 50.35 669.00 0.58 775. 61) The Shamrao Vithal Co-operative Bank Limited 1.11 50. 25 each.25 Schedule 5: Deferred tax asset ( Net ) Deferred tax asset Arising on account of timing differences in : Provision for doubtful debts and advances Provision for leave encashment Provision for excise duty.77 450.25 7.24 574.85 130.15 204.72 1060.42) 50.02 (7.02 (7. fully paid-up Provision for diminution in value of investments TOTAL 7.50 395.Schedules to the Consolidated Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 4: Investments (At cost except where otherwise stated) Long Term Investments Non-Trade (unquoted) Government securities Rural Electrification Corporation of India 500 (Nov 2007: 500) Bonds of Rs.01 1748.92 177. fully paid-up Bharuch Enviro Infrastructure Limited 175 (Nov 2007: 175) Equity Shares of Rs.49 6006.25 0.000 (Nov 2007: 1.41 1297.52 9584.20 107.33 Schedule 6: Inventories Stores and maintenance spares Packing materials Stock-in-trade Raw materials Work-in-process Finished goods TOTAL 80 .935) Equity Shares of Rs.27 610.935 (Nov 2007: 72. 10. 10 each.

30 13501. 237. Nil (Nov 2007: Rs. 20.30 1883. Schedule 19 Schedule 10: Loans and advances (unsecured) Advances recoverable in cash or in kind or for value to be received Considered good Considered doubtful Provision for doubtful advances Amounts recoverable from Pfizer Pharmaceutical India Private Limited Amounts recoverable from Pfizer Products India Private Limited Deposits Considered good Considered doubtful Provision for doubtful deposits 2511.30 2.04 (2.40 135.49 49.04) 2511. 81 .05 4015.39 6031.29 3.Over six months . whichever is lower) * TOTAL * Realisable value / Salvage value is based on valuation reports of approved valuers.Other debts of which .49 1882.79 47991.04 2844.95 5840.26 767. 2352.Considered good .49 (1882.43 2853.48 Advances written off Rs.88 (333.64 3.83 1399.61 6152.11 Schedule 9: Other current assets Interest accrued but not due on bank deposits Fixed assets held for sale ** (at book value or estimated net realisable value / salvage.74 3957.Considered doubtful Provision for doubtful debts TOTAL Bad debts written off Rs.08) 2303.07 2162.41 lakhs) out of the provision for doubtful advances.79 49.08 2603.03 2217.00 8051.62 1449.28 54364.Schedules to the Consolidated Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 7: Sundry debtors (unsecured) Debts outstanding .24 (2.86 TOTAL 24796.85 2303.49 Schedule 8: Cash and bank balances Cash on hand With scheduled banks In current accounts In margin money accounts (under lien) In time deposit accounts Cheques on hand / in transit TOTAL 5.18 1269.41 4.30 Balances with Customs.88 8051.74) 3954.50 2.44 8193.74 4018.83 (300.49 6169.40 9.32) 6031.84 333.48 52003.75 5796.12 4015.48 46090.07 1898.39 (2162.50 178.81 lakhs (Nov 2007: Rs. Port Trust and Excise on current accounts 209. where applicable **Refer Note 7 of the Notes to the accounts.00) 6169. 45.74) 3954.49 lakhs) out of the provision for doubtful debts.62 817.32 8193.75 300.84 15206.

03 612.13 411.92 1256.37 16.39 18. 194. 148.17 415.Rs.03 lakhs)] On others [Tax deducted at source .76 27369.95 10660.40 lakhs (Nov 2007: Rs.78 9301. 264.76 480. 949.66 2191. 72095.16 103.04 740.55 93.45 363.59 7386.06 633. 885.21 lakhs)] Profit on sale of assets held for disposal Profit on fixed assets sold (Net) Other insurance claims Exchange gain (Net) Provision / liability no longer required written back Others TOTAL 82 .60 338.57 389.54 744.95 lakhs (Nov 2007: Rs.16 8206.65 lakhs)] Fringe benefits tax provisions [Net of taxes paid Rs.40 1394.14 51.90 34306.unclaimed * Other liabilities TOTAL *Investor education and protection fund is being credited by the amount of unclaimed dividend after seven years from the due date.28 Schedule 12: Provisions Proposed dividend Tax on distributed profits Gratuity Leave encashment Provident fund Provision for contingencies (Net) Income tax provisions [Net of taxes paid Rs.86 lakhs)] Rental income (Gross) [Tax deducted at source .35 342.04 lakhs (Nov 2007: Rs.18 634.00 134.91 4733. 114.12 10623.17 530.00 lakhs)] Wealth tax provisions (Net) TOTAL 3730.40 11113.03 3150.71 Schedule 13: Operating and other income Service income Interest (Gross) On staff loans On deposits with banks [Tax deducted at source .30 16.87 369.Schedules to the Consolidated Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 11: Current liabilities Sundry creditors Due to Micro.65 51.02 9109.Rs.16 lakhs (Nov 2007: Rs.10 261. 651.52 638.07 193.38 133. Small and Medium Enterprises Others Security deposits Dividends .00 lakhs (Nov 2007: Rs.52 1349.14 56.76 124.54 12268.04 29.Rs. 626.68 451.89 2126.41 19.15 66.84 43.29 92. 59664. 139.

22 319.62 1062.22 264.23 357.97 574.23 871.49 17.95 1075.75 667.Net Exceptional expense Payment / Amortization of compensation paid to employees under VRS Exceptional income Profit on sale of brands (Refer Note 12 of the Notes to the accounts.60 20570.04 83 Schedule 15: Personnel cost Salaries. low cost assets written off Freight.11 707.80 12014.10 1026.34 195.79 6006.93 934.96 49.04 1735. conveyance and other expenses) Communication expenses Advertising and promotion Commission Provision for doubtful debts and advances (Net) Provision for diminution in value of long term investments Exchange loss (Net) Royalty Excise duty Miscellaneous expenses TOTAL Schedule 16: Manufacturing and other expenses 38.00 8553.24 525.66 151.70 7495.49 Less : Stocks Transferred to Johnson & Johnson (Refer Note 12 of the Notes to the accounts.37 906.03 245.27 461.89 245.82) 9555.55 (21095. wages and bonus Company’s contribution to gratuity fund Company’s contribution to provident and other funds Staff welfare expenses TOTAL Consumption of stores and maintenance spares Processing charges Power and fuel Water Repairs : Buildings Machinery Rent Rates and taxes Insurance Clinical trials Legal and professional charges Equipment rentals.11 (2248.86 744.19 1167. Schedule 19) TOTAL .67 97.68) 6710.96 24013.47 (2458.64 2197.01 (337.49 6553.97 304.03 334.20 1143.39 10169.07 8958.24) 13984.59 1146.77 10209.51 249.66 23406.66 1735.39 1071.14 598.15 1043.16 7883.06 21013.52 Work-in-process 546.85 3659.65 251.82 14745.18 1945.52 546.25 60.67 9778. forwarding and transport Travelling (including boarding.68) 2458.81 2997.66 362.78 2235.97 Schedule 17: Exceptional items .57 7029.76 171.94 792.85 444.58) 7889.01 476. service charges.81 269.02 4781.44 17204.09 118.14 8464.49 2085.65 4415.17 0.04 1453.26 (3220. Schedule 19) Stock at close Finished goods Work-in-process Raw materials Stock at commencement Purchases ( Net ) Stock at close Packing materials consumed Purchase of traded goods TOTAL 6553.56 3413.43 427.83 2096.52 1294.30 753.23) (20790.29 733.55 2905.Schedules to the Consolidated Financial Statements Rupees in Lakhs 30th Nov 2008 Rupees in Lakhs 30th Nov 2007 Schedule 14: Material cost (Increase) / decrease in stock of finished goods and work-in-process Stock at commencement Finished goods 6006.66 156. lodging.

and “unlike items of a capital nature within an asset category” for large scale projects the aggregate cost of which exceeds US$ 10000 are considered as one asset and depreciated in accordance with the accounting policy stated in (iii) below. Depreciation on additions other than those stated in (ii) above is provided on a pro-rata basis from the month of capitalisation. 2006 issued by the Central Government. The particulars of the subsidiary company are: Name : Duchem Laboratories Limited Country of Incorporation : India Percentage of voting power held as at 30th November. (iv) Depreciation other than on low cost assets is provided at the following rates per annum Assets Land : Leasehold Buildings : On Freehold land On Leasehold land Leasehold Improvements Machinery & Equipment Office Equipment. 1956. Any revision to accounting estimates is recognized prospectively in current and future periods. to the extent applicable. (b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in India requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of financial statements. constitutes the Group) which has been considered in the preparation of these consolidated financial statements. Actual results could differ from those estimates. the parent. (iii) Depreciation for the year has been provided on straight line method at the higher of the rates determined by the Company based on the estimated useful life of the assets or the rates specified in Schedule XIV to the Companies Act. Furniture & Fixture Vehicles 84 Rate Amortised over the lease period 3.34% or rate based on lease period Higher of 8% to 10% or Amortised over the lease period 8% to 40% 8% to 33. b The Company has one subsidiary company (which along with Pfizer Limited. duties. The financial statements of each of these companies are prepared using uniform accounting policies in accordance with the generally accepted accounting principles in India. 1956 and accounting principles generally accepted in India and comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules. The cost of fixed assets includes taxes (other than those subsequently recoverable from tax authorities). freight and other incidental expenses related to the acquisition and installation of the respective assets. (ii) Assets costing individually upto Rs. 5000 but upto US$ 1000 are fully depreciated in the year of purchase except that “multiple-like items” the cost of which is over US$ 10000 in the aggregate.33% 25% 2 . 2008 Schedule 18 : Significant Accounting Policies 1 Basis of Preparation a The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) – ‘Consolidated Financial Statements’.Notes to the Consolidated Financial Statements for the year ended 30th November. Depreciation on deletions during the year is provided up to the month in which the asset is sold / discarded. 2008 : 100% Significant Accounting Policies (a) Basis of Accounting The financial statements have been prepared and presented under the historical cost convention on an accrual basis of accounting and in accordance with the provisions of the Companies Act. 5000 are written off and those costing more than Rs.34% Higher of 3. These financial statements comprise Pfizer Limited (“The Company”) and it’s wholly owned subsidiary Duchem Laboratories Limited (DLL) collectively referred to as the group. (c) Fixed Assets and Depreciation Tangible Assets (i) All fixed assets are stated at cost of acquisition less accumulated depreciation and impairment losses. in consultation with the National Advisory Committee on Accounting Standards.

Intangible Assets (i) Intangible assets comprises of trademarks. Finished goods expiring within 90 days (near-expiry inventory) as at the balance sheet date have been fully provided for. (ii) Cost of application software not exceeding US$ 1 million is being charged to the Profit and Loss Account. Impairment loss is recognized in the Profit and Loss Account. (g) Samples Physicians’ samples are valued at standard cost. Impairment of Assets In accordance with Accounting Standard 28 (AS 28) on ‘Impairment of Assets’ where there is an indication of impairment of the Company’s assets. (e) Investments Long-term investments are stated at cost less any other than temporary diminution in value. which are outstanding as at the year end. Raw materials and other supplies held for use in production of inventories are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realizable value. Trademarks are recorded at their acquisition cost and are amortised over the lower of their estimated useful life and period of ownership on straight line basis i.09% Office Equipment. over a period of 3 years. Capital expenditure on research and development is capitalised as fixed assets and depreciated in accordance with the depreciation policy of the Company. 2008 (v) In case of assets taken over from erstwhile Pharmacia Healthcare Limited depreciation has been provided at the rates specified in Schedule XIV to the Companies Act. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of the assets and from its disposal at the end of its useful life. which approximates actual cost. An impairment loss is recognised whenever the carrying amount of an asset or a cashgenerating unit exceeds its recoverable amount.Notes to the Consolidated Financial Statements for the year ended 30th November. the carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there is any impairment. The premium or discount on forward exchange contracts is amortized on a straight line method over the period of the contracts. Monetary assets and liabilities in foreign exchange. in accordance with the terms of the specific contracts. (iii) Revenue expenditure on research and development is expensed as incurred.75% to 8.33% (vi) Assets that have been retired from active use and held for disposal are stated at the lower of their net book value and net realisable value as estimated by the Company. finished goods and packing materials are valued at the lower of weighted average cost and net realizable value. are translated at year end at the closing exchange rate and the resultant exchange differences are recognized in the Profit and Loss Account. Sales are net of sales returns and trade discounts. work-in-process. (i) Employee Benefits Short-term employee benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include compensated absences such as paid annual leave and sickness leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized as an expense during the period. 85 . The recoverable amount of the assets (or where applicable that of the cash generating unit to which the asset belongs) is estimated at the higher of its net selling price and its value in use. (d) Foreign Currency Transactions Transactions in foreign exchange are accounted for at the standard exchange rates as determined by the Company on a monthly basis. Cost of finished goods and work-in-process includes cost of materials. Interest income is recognised on time proportionate basis. which are depreciated at the respective rates Assets Rate Machinery & Equipment 4. (h) Revenue Recognition Revenue from sale of goods is recognised when significant risks and rewards of ownership are transferred to the customers. Furniture & Fixture 3.34% to 33. 1956 except the following assets.e. determined separately for each individual investment. (f) Inventories Raw materials. Stores and maintenance spares are valued at average cost. direct labour and an appropriate portion of overheads. Revenue from services is recognized as and when services are rendered and related costs are incurred. The net realizable value of work-in-process is determined with reference to the selling price of related finished goods. The exchange differences arising on foreign exchange transactions settled during the year are recognized in the Profit and Loss Account of the year.

Provision for current tax is based on the results for the year ended 30th November. (k) Voluntary Retirement Scheme (VRS) Liability under the VRS is accrued on the acceptance of the applications of the employees under the VRS scheme issued by the Company. and the fair value of any plan assets is deducted. but probably will not. deferred tax assets are recognised only to the extent there is virtual certainty of realisation of such assets. The discount rates used for determining the present value of the obligation under defined benefit plan. (m) Earnings per Share Basic and diluted earnings per share are computed by dividing the net profit after tax attributable to equity shareholders for the year. in accordance with the provisions of the Income Tax Act. 1961. (ii) Defined benefit plans: Provident Fund: Provident Fund contributions are made to a Trust administered by the Trustees. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote. Provision for Fringe Benefits Tax is made on the basis of applicable rates on the taxable value of eligible expenses of the Company as prescribed under the Income Tax Act. The discount rates used for determining the present value of the obligation under defined benefit plan. that benefit is discounted to determine its present value. The obligation is measured at the present value of the estimated future cash flows. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future. The final tax liability will be determined on the basis of the operations for the year 1st April. deferred tax charge or credit and fringe benefits tax. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation using the Projected Unit Credit Method. 86 . The Company’s net obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. Actuarial gains and losses are recognized immediately in the Profit and Loss Account. with the weighted number of equity shares outstanding during the year. Interest payable to the members shall not be at a rate lower than the statutory rate. no provision or disclosure is made. are recognized as an expense in the statement of Profit and Loss Account on a straight line basis over the lease term. 2008. Liability is recognized for any shortfall in the Plan assets vis-à-vis actuarially determined liability of the Fund obligation. 2008 to 31st March. (l) Taxation Income tax expense comprises current tax. 1961. Gratuity Plan: The Company’s gratuity benefit scheme is a defined benefit plan. In the case of unabsorbed depreciation or carried forward losses. (n) Provisions and Contingencies The Company creates a provision when there exist a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. (j) Leases Lease rentals under an operating lease. Trust makes investments and is settling members claims. Such assets are reviewed as at each balance sheet date to reassess realization. 2008 Long Term employee benefits: (i) Defined contribution plan: The Company’s contribution towards employees’ Super Annuation Plan is recognized as an expense during the period. being the tax year of the Company. are based on the market yields on Government securities as at the balance sheet date. Compensation paid during the current year and previous year under the VRS is charged to the Profit and Loss Account. Compensation paid in the earlier years is charged to the Profit and Loss Account over a period of five years. which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may. require an outflow of resources. (iii) Other Long-term employment benefits: Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date.Notes to the Consolidated Financial Statements for the year ended 30th November. are based on the market yields on Government securities as at the balance sheet date. The deferred tax charge or credit is recognized using substantially enacted rates. 2009.

the Company may deposit 50% of the impugned amount of Rs.59 544.14 420.54 3946.75 39. 87.61 lakhs.10 10.48 4177. 98.03 35. Bonus & Commission Contribution to PF and Other Funds Perquisites Sitting Fees Commission to Non-Whole time Directors Total 4 Drugs Prices Equalisation Account (DPEA) (a) Oxytetracycline & Other Formulations In respect of certain price fixation Orders of 1981 of the Government of India. 1956 Salaries. pending disposal of the Company’s Writ Petition in the High Court of Mumbai.11 1286.78 40.89 219. the balance amount of Rs. the Supreme Court vide its Order of 22nd March 1993 held that. the balance amount of Rs. (c) Protinex In yet another case.83 122.78 193.82 40. In the event that the Company succeeds before the High Court of Mumbai.00 lakhs with the Union of India before 31st January. 2008 Schedule 19 Notes to the Accounts Rupees in Lakhs 30th Nov 2008 1 2 Estimated amount of contracts on capital account to be executed and not provided for Contingent Liability (a) In respect of the guarantees given to banks on behalf of third parties (b) In respect of: (i) Excise Duty (ii) Customs Duty (iii) Sales Tax (iv) Service Tax (v) Income Tax (vi) Pending Labour Matters contested in various courts (vii) Claims against the Company not acknowledged as debts (c) DPEA claims (Refer Note 4) 3 Managerial remuneration under Section 198 of the Companies Act.62 30.54 627.83 122. The Honourable Court passed an ad interim and interim order staying the impugned order. 87 284.80 lakhs with interest at the rate of 15% per annum will have to be paid to the Government. 49. the Company may deposit 50% of the impugned amount of Rs.00 10.66 Amount Unascertainable Excludes gratuity and leave encashment and provident fund benefits as the same are based on actuarial valuation.00 lakhs with interest at the rate of 15% per annum will have to be paid to the Government. this amount will be returned within one month from the date of the decision of the High Court with interest at the rate of 15% per annum.83 119.24 193. the Company had challenged in 1986 a price fixation Order of the Government of India by a Writ Petition before the High Court of Mumbai. if the Company loses the Writ Petition. However. (b) Multivitamin Formulations In respect of a certain price fixation Order of 1986 of the Government of India. this amount will be returned within one month from the date of the decision of the High Court with interest at the rate of 15% per annum. less Rs.52 2. .Notes to the Consolidated Financial Statements for the year ended 30th November. 43.11 1286. the Supreme Court vide its Order dated 3rd December 1992 held that.00 298.00 366. if the Company loses the Writ Petition. In the event that the Company succeeds before the High Court of Mumbai.40 31.68 108.95 2.66 Amount Unascertainable Rupees in Lakhs 30th Nov 2007 4436. However. pending disposal of the Company’s Writ Petition in the High Court of Mumbai.90 lakhs already deposited. 19. 1993 which has been done. with the Union of India before 15th May 1993 which has been done.

Thus. 1997 invited the Company to make its submissions / representations against the above said claim. 1984 to March. 74 lakhs for Isokin for the period 1982 to June.56 lakhs for the earlier period of February. 1986 to July.” (f) Pursuant to the repeal of DPCO 1970. 33. erstwhile Warner-Hindustan Limited (merged with Parke-Davis (India) Limited in 1988 and Parke-Davis (India) Limited merged with Pfizer Limited in 2003) had classified ISOKIN TABLETS. the DPLR Committee directed by an Order on 17th November. 14 lakhs being the difference between the price of bulk drug Chloramphenicol powder and Chloramphenicol Palmitate respectively allowed in the formulation price and actual procurement price for the period 1979 to 1988. The Company has made its submissions to the DPLR Committee vide its letter dated 14th May. the Department of Chemicals and Petrochemicals vide their letter dated 11th February. 1997 claiming that no amount whatsoever is due and payable having regard to the facts and relevant material of the case. 1998 that clarifications should be obtained from the Mumbai High Court on whether the Interim Stay granted in the Civil Writ Petition Number 2368 of 1996 is applicable to this matter. further proceedings in the said Case No 49/1996 pending before the said Drug Prices Liability Review Committee be stayed. 106 lakhs was raised in 1987. further proceedings in the said Case No 23/95 pending before the said Drug Prices Liability Review Committee be stayed. the Drug Prices Liability Review (DPLR) Committee sent a letter dated 15th February. Pursuant to the submissions made by the Company. 25 lakhs in May. The Government subsequently raised a demand of Rs. 43 lakhs for Pyridium for the period 1982 to August. 1987 and Rs. initiating proceedings for recovery of an amount demanded in respect of a period prior to that date). however. 117 lakhs towards interest on principal demand. 1986 over and above the revised claim of Rs. the Mumbai High Court has granted ad interim Order that “pending the hearing and final disposal of this Notice of Motion. Pursuant to the submissions made by the Company. The Government has pursued the matter. The Company’s Solicitors have advised that the repudiation by the Company is legally sustainable. 2008 The Petition. was withdrawn in 1989 on redressal of the Company’s grievances. In the meantime. 7 lakhs was allowed to the Company and a final demand of Rs. 1990 totaling to an aggregate of Rs. 1986 to August. 1987 to any member of the OPPI or IDMA. 1998 that clarifications should be obtained from the Mumbai High Court on whether the Interim Stay granted in the Civil Writ Petition Number 2368 of 1996 is applicable to this matter. 1987 to any member of the OPPI or IDMA. 33. 88 . 30 lakhs in February.87 lakhs for the period April. 212. The DPLR Committee had. 1987 as intimated to the DPLR Committee by the Government of India. 1995 and Rs. On a Notice of Motion filed by the Company in the said Writ Petition. 1997. (e) Chloramphenicol The Government has arbitrarily determined the liability of the Company at Rs. 1997). ISOKIN LIQUID AND PYRIDIUM TABLETS as decontrolled products under the DPCO 1979. (This Writ Petition is filed by OPPI and IDMA jointly against any Notice issued by the Government of India after 25th August. (i. The Company had deposited an amount of Rs. 55 lakhs in full and final settlement of the demand. The Company has repudiated the liability on this account. 1466 lakhs being the difference in price in respect of Vitamin and other formulations sold by the Company during the years 1983 to 1989.43 lakhs.e. The Company has repudiated the liability on this account as advised by the Company’ s Solicitors. the total demand raised now stands revised to Rs. The Company has made its submissions to the DPLR Committee vide its letter of 29th March. challenged by the Government in 1984 and a demand of Rs. raised an additional demand of Rs. the DPLR Committee directed by an Order on 17th November. The Company maintains its position that the claim by the Government is not legally sustainable. as per the arguments set forth by the Company. vide its letter dated 24th February. The Company has also obtained a Stay order from the Honourable High Court of Mumbai against the demand. 113 lakhs was raised against the Company. 1989 and directed the Company to deposit the same into the DPEA. 145 lakhs and Rs. Against this demand an excise duty set off of Rs. 1996 claiming that no amount whatsoever is due and payable having regard to the facts and relevant material of the case. 178.87 lakhs for the period April. initiating proceedings for recovery of an amount demanded in respect of a period prior to that date). (This Writ Petition is filed by OPPI and IDMA jointly against any Notice issued by the Government of India after 25th August.Notes to the Consolidated Financial Statements for the year ended 30th November. in 1993 the Government raised a demand of Rs. 81. Thereafter. while it was still pending for hearing and final disposal. 1996 seeking the Company’s submission / representation against the reduced claim amount of Rs. After protracted correspondence on the subject. 1986 to August.83 lakhs on the Company for the period April.” (d) Vitamin and Other Formulations The Government has arbitrarily determined the liability of the Company at Rs. On a Notice of Motion filed by the Company in the said Writ Petition. interest of Rs. the Mumbai High Court has granted ad interim Order that “pending the hearing and final disposal of this Notice of Motion. 1987. The categorization was.

37 lakhs which has been paid off in earlier years. 519. or longer for other leases and are renewable by mutual consent on mutually agreeable terms.76 lakhs). 541.29 Rupees in Lakhs 30th Nov 2007 744.per share) (a) / (b) (Basic and diluted) 6 Disclosure for operating leases under Accounting Standard 19 – “Leases” (a) Where the Company is a Lessee: (i) The Company has taken various residential / godowns / office premises (including furniture and fittings. lakhs) (b) Number of Equity Shares outstanding at beginning of the year (c) Earnings per share (Face value Rs. Pursuant to a Transfer Petition (Civil) No.01 lakhs (Nov 2007 . 2008 The Company filed a Writ Petition in the Andhra Pradesh High Court in September. The information in respect of the same is as follows: Rupees in Lakhs 30th Nov 2008 744. (g) Multivitamin Formulations The Government has arbitrarily raised a demand of Rs. 5 Earnings per Share 30th Nov 2008 Earnings per share has been computed as under: (a) Profit after Taxation (Rs.440 Rs. This amount has been deposited with the Government of India and is included under the head “Loans and Advances”.41. 89 .198. These are generally not non-cancellable and range between 11 months and 3 years under leave and licence. and based on the assessment of the Management. 29957. therein as applicable) under operating lease or leave and licence agreements. (c).98. (b). 1997 for staying all further proceedings against the Company. The Company filed a Writ Petition No.38 lakhs on account of alleged overpricing of certain multivitamin formulations marketed by erstwhile Pharmacia Healthcare Limited (merged with Pfizer Limited) for the period 1983 to 1986. 1997).68 12.98.14 92. no further provision is considered necessary over and above the sum of Rs. (e).00 Gross book value Accumulated depreciation Depreciation for the lease period Rental income (ii) Lease Income recognised in the Profit and Loss Account for the year in respect of sub-let property is Rs. 100. Consequently as a result of the said transfer petition. The Supreme Court of India. 475-496 of 2003 filed under Article 139A(1) of the Constitution of India. (b) Where the Company is a Lessor: (i) The Company has let out its owned property during the year on operating lease.94 30th Nov 2007 (ii) Lease payments are recognized in the Profit and Loss Account under “Rent” in Schedule 16. the legal opinion being in favour of the Company. (c). 10/. The Company has repudiated the liability on this account as advised by its solicitors.41. 91.814 of 1992 in the High Court at Mumbai.19 lakhs. 51 lakhs (which amount was deposited in November. 113.63 128. The Company has given refundable interest free security deposits in accordance with the agreed terms.81 12. all pending Writ Petitions in respect of DPEA liabilities are now to be transferred to the Supreme Court to be heard and finally decided by the Supreme Court of India. the Company shall furnish an undertaking in respect of 50% of its liability and shall deposit the balance 50% aggregating to Rs.26 2.Rs.23 2. The High Court stayed the demand in respect of collection of interest but directed the Company to deposit the balance demand of Rs. (e). The Company would continue to seek legal recourse in all the above matters.440 Rs. Writ Petitions referred to in (a).Notes to the Consolidated Financial Statements for the year ended 30th November. in a Special Leave Petition filed by the Company held that pending disposal of Writ Petition filed before the High Court at Mumbai. (f) and (g) being subjudice. (b).14 93.39 34000.63 140. (f) and (g) above will now be heard and disposed off by the Supreme Court. In view of matters (a). 182.

r. S. Kewal Handa * Dr. Malaysia Executive Committee Members Mr. Singapore Pfizer International LLC. Rao (resigned w.48 136. Singapore Pfizer Australia Pty Limited.M.. Gagrat * Mr. Ireland Pfizer Italia S.e. Uday Mohan (w. S. Hong Kong Pfizer Export Company. Luxembourg Pfizer Global Trading.62 Disclosures as required by the Accounting Standard .28 29.10 30th Nov 2007 20.28 20.l. 2008) Mr. Belgium Pfizer Asia Manufacturing Pte Limited. USA Pharmacia Corporation. 2007) 90 . Panama exercising significant influence Warner-Lambert Company. Madhok Ms..82 186. Rupees in Lakhs Asset Head Original Cost Accumulated Depreciation Written Down Value Freehold Land Freehold Building Total 8 30th Nov 2008 20. USA (Ultimate holding company) Fellow Subsidiaries :(with whom transactions have taken place during the year) Pfizer Italiana SPA Pfizer Animal Health SA. Taiwan Pfizer Overseas LLC. 1st August.34 29. Chandrashekhar Potkar * Executive Directors on the Board Mr.48 30th Nov 2008 30th Nov 2007 20.e. USA Pfizer Pharmaceuticals Korea Limited. Partha Ghosh (w. Ireland Pfizer Inc. Hiroo Mirchandani (w.f.f.f. 31st May. USA Pfizer Asia Pacific Pte Limited. LLC.f. LLC.e. 2008) Mr.e.34 49. USA [Collectively holding 41.Notes to the Consolidated Financial Statements for the year ended 30th November.62 49. USA Pfizer Agricare Sdn Bhd.e.f..10 30th Nov 2008 136.f. These assets are held for disposal and stated at lower of net book value and estimated net realizable value as reported under ‘Other current assets’ (Schedule 9). S.48 136. 2008) Ms. United Kingdom Pfizer Pfizer Pfizer Pfizer Pfizer B Laboratories (Proprietary) Limited.e. 2008) Mr. 2008) Mr.G.28 165.e.. India Products Inc. Australia Pfizer Enterprises SARL. Philippines Pfizer Japan Inc. Singapore Pfizer Corporation Hong Kong Limited. M. Yugesh Goutam* (resigned w.18 on “Related Party Disclosures” are given below: I Names of Related Parties and description of Relationships A Parties where control exists: Companies collectively Pfizer Corporation. Venkat Iyer Mr. India Singapore Trading Pte Limited. 1st August. 1st October.82 186.Venkatesh Dr. Sridhar (w. 2008) Mr. Korea Pfizer Private Limited.f. B. 5th June.. Italy Pfizer Limited. Anjan Sen (w. 10th November. USA Parke-Davis & Company. Dipali Talwar Mr.48 30th Nov 2007 136.28 165. Japan Pfizer Limited. 1st August. Singapore Products India Private Limited. South Africa Pharmaceutical India Private Limited.23% of the aggregate of equity share capital of the Company] Pfizer Inc. 2008 7 Assets held for disposal The Company has identified the assets situated at Ankleshwar as retired from active use consequent to its ceasing manufacturing operations at this location.

58 1809.Notes to the Consolidated Financial Statements for the year ended 30th November.. employees and agents harmless against any and all liability. 2008 II Transactions during the year and Balances Outstanding as at the year end with the Related Parties are as follows: Rupees in Lakhs Nature of Transactions 30th Nov 2008 Companies Ultimate Exercising Fellow Holding Significant Subsidiaries Influence 95. defend and hold the Company and its directors.00 17400.82 1271.72 24.54 71.90 298.27 369.51 1753.40 1051.75 30th Nov 2007 Key Management Personnel 597.11 0.74 .99 1821. costs.91 827.49 104.83 1843. loss or damage they may suffer as a result of any claims. 2006 11 Reimbursement of Civil work 12 Rental income 13 Loans given 14 Loans Repaid 15 Interest received on loans given 16 Outstanding as at the year end – Due from 17 Outstanding as at the year end – Due to Executive committee members Rupees in Lakhs Nature of Transactions 1 2 3 4 5 III Remuneration Rent paid for residential flats Deposits paid Amounts paid on behalf and recovered Deposits outstanding as at the year end Others *Under the terms of the agreement between Pfizer Inc. 2007 / 30th November.40 46.56 1738.88 28150. 91 30th Nov 2008 Key Management Personnel 677. fines or judgments incurred or imposed against it arising out of any clinical trial and study or otherwise pursuant to the agreement.26 25.58 22.44 47.88 1 2 3 4 5 6 7 8 9 Sale of finished goods (net of returns) Sale of bulk materials Service income Recovery of expenses Purchase of finished goods Purchase of raw/bulk materials Royalty expense Write Back Expenses reimbursed 10 Dividend in respect of the year ended 30th November. has agreed to indemnify. demands. (Ultimate Holding Company) and the Company for conducting clinical trials and studies in India.52 10075.17 55.95 2768. penalties.44 19159.70 30th Nov 2007 Companies Ultimate Excersing Fellow Holding Significant Subsidiaries Influence 43.99 323.79 164. Pfizer Inc.34 29.54 7691.00 1255.43 1411.17 68.43 273.30 216.33 294.26 20.79 49.52 546.19 303.06 1308.31 108.66 402.83 72.42 16390.26 1317.00 0.16 169.79 3383.69 1434.00 44.55 74.

72 Rupees in Lakhs 30th Nov 2007 43.66 138.67 160.60 2578. India (n) Remuneration to Key Management Personnel Kewal Handa Dr B. United Kingdom Pfizer International LLC.52 449.25 303. India (l) Interest received on loans given Pfizer Pharmaceutical India Private Limited. Singapore Pfizer Corporation Hong Kong Limited.99 71. 2008 IV Details of material transactions during the year 30th Nov 2008 (a) Sale of finished goods (Net of returns) Pfizer Laboratories (Proprietary) Limited. Singapore Pfizer Enterprises SARL.15 1027. India Pfizer Products India Private Limited.00 3650.78 20.69 1747. USA (h) Expenses reimbursed Pfizer International LLC Pfizer Private Limited. India Pfizer Products India Private Limited.08 1411. Hong Kong Pfizer Agricare Sdn Bhd.52 6450.55 133.58 1606. India (e) Purchase of finished goods Pfizer Export Company. India Pfizer Products India Private Limited.08 264.30 138.61 294.84 431.70 428.68 27.56 91..39 402.56 1298. USA Parke-Davis & Company LLC.92 93. USA Pfizer Global Trading.44 1723.00 4475.00 1116.89 323.00 65. India Pfizer Products India Private Limited.57 149.19 49. USA Pfizer Inc.M.Notes to the Consolidated Financial Statements for the year ended 30th November.75 68. South Africa Pfizer Pharmaceutical India Private Limited.17 184.00 3625.00 15100.. USA Pfizer Products Inc. USA (d) Recovery of expenses Pfizer Pharmaceutical India Private Limited.80 144. Ireland (g) Royalty expense Warner-Lambert Company LLC. Ireland (c) Service income Pfizer Limited.93 96. India (m) Reimbursement of civil work Pfizer Pharmaceutical India Private Limited. India Pfizer Products India Private Limited. Ireland Pfizer Overseas LLC.11 100. India (i) Dividend paid Pfizer Corporation.55 217.43 24500. Ireland Pfizer Singapore Trading Pte Limited.63 11915.46 11.30 57. Luxembourg (f) Purchase of raw / bulk materials Pfizer Export Company.87 79. Panama (j) Loans given Pfizer Pharmaceutical India Private Limited.27 87.00 59.59 23.88 195.52 21.20 230.59 . Gagrat Yugesh Goutam 92 36.58 54. India (k) Loans repaid Pfizer Pharmaceutical India Private Limited. Malaysia Pfizer Pharmaceutical India Private Limited.05 163.07 387.99 369.28 2109.69 73. India (b) Sale of bulk materials Pfizer Global Trading.00 2300.

59) 3698.86 1152.67 109763.27 18970.18 1397. 93 .34 2101.92 437.96 Total 70361.17 883.82 1334.81 15906.99 24443.85 43414.1397.72 8822.89 10.01 3997.42 35.13 Pharmaceuticals 60627.31 19954.18 190.69 Pharmaceuticals Segment revenue External sales and services Total Segment revenue Segment results Unallocated corporate (expenses) / income (net) Operating profit Interest expense and bank charges Interest income Income tax Exceptional Items .64 1821.64 60627.83 12951.56 658.26 790.61 504.95 (236.72 86087.68 2163.37 468.05 543.65 745.06 8323.84 (243. Services .57 109763.external sales & services Carrying amount of segment assets Capital expenditure Notes: 1 Business Segments : The business operations of the Company comprise Pharmaceuticals.68 770.(1735. Animal Health and Services.20790.18) .net Net profit Other information Segment assets Unallocated corporate assets Total assets Segment liabilities Unallocated corporate liabilities Total liabilities Capital expenditure Depreciation/Amortisation 59680.12 23755.18) 15348.Clinical Development Operations primarily include conducting clinical trials.66 2236.13 70361.79) 6009.72 2101.64 8516.96 2533.22 69795.81 564.89 (11955.06 10582.64 17566.72 252. the differing risks and returns and the internal financial reporting systems.23 1042.46 109.66 24. 2 Geographical Segments : For the purpose of geographical segments the consolidated sales are divided into two segments India and other countries.78 Geographical segments (Refer Note 2 below) 30th Nov 2008 Other India Countries Total 68062. The Pharmaceuticals business comprises of manufacturing of bulk drugs and formulations. The business segments have been identified and reported taking into account.96 30th Nov 2007 Other India Countries Total 67648.86 7066.98 .35 62990.72 2349.22 69795.60 19654.38 20790. the nature of products and services.91 13.33 79816.48 2163.14 2147.51) .62 86746. The Animal Health business has a presence primarily in the large animal health and poultry market segments and also includes rendering of marketing services.41 7886.08 578. trading of formulations and also includes rendering of marketing services.23 70361.43 3859.83 86746. new product development and undertaking comprehensive data management for new drug development.04) 34000.04) 29957.58 69795.34 21774.90 2298.68 - (3150.23 (11134.Notes to the Consolidated Financial Statements for the year ended 30th November.22 29947.84 11331.69 Rupees in Lakhs 30th Nov 2007 Animal Health Services Total 7066. 2008 9 Disclosures as required by the Accounting Standard 17 on “Segment Reporting” are given below : Business segments (Refer Note 1 below) 30th Nov 2008 Animal Health Services 8516.01 3.13 108721.59 3011.81 59680.90 2533.68 (1735.90 183.17 - 22090.98 Segment revenue .13 18499.

Notes to the Consolidated Financial Statements for the year ended 30th November, 2008
10 Disclosure relating to provisions Personnel related provisions Personnel related provisions at the beginning of the year have been settled based on completion of negotiations and execution of the new contract. The Company has made provision for pending assessments in respect of duties and other levies, the outflow of which would depend on the outcome of the respective events. The movement in the above provisions are summarised as under: Rupees in Lakhs 30th Nov 2008 Contingency Personnel Opening balance Additions Utilisation / Transfers Reversals Closing balance 66.60 37.43 0.16 103.87 201.68 201.68 30th Nov 2007 Contingency Personnel 137.13 34.00 2.96 101.57 66.60 360.18 74.31 232.81 201.68

11 The Company’s international transactions with related parties are at arm’s length as per the independent accountants report for the year ended 31st March, 2008. Management believes that the Company’s international transactions with related parties post 31st March, 2008 continue to be at arm’s length and that the transfer pricing legislation will not have any impact on these financial statements. 12 The Company’s promoters announced the global divestiture of the Consumer Healthcare Business in June, 2006 to Johnson & Johnson. Consequently, the global closure was fixed on 20th December, 2006. Pursuant to the approval of the Board of Directors at their meeting held on 31st December, 2007 the Company has transferred its right to use the trademark/license pertaining to Benadryl, Caladryl, Benylin and Listerine and certain assets related thereto, for a total consideration of Rs. 21485.10 lakhs to Johnson & Johnson Limited. All the remaining products under the Consumer Healthcare Portfolio continues to be with the Company. Accordingly, profit on this transfer amounting to Rs. 21095.23 lakhs has been recognized in the current year and accounted under the head “Exceptional items – Net.” 13 The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations having underlying transaction and relating to firm commitments or highly probable forecast transactions. The Company does not enter into any forward contract which is intended for trading or speculative purposes. Currency USD Number of Contracts 1 Buy Amount 500000 Indian Rupees Equivalent 25110000

Foreign currency exposures, not hedged by derivative instruments or otherwise are USD 5.80 (in lakhs) (2007 : USD 7.95 (in lakhs)) equivalent to Rs. 291.28 lakhs (2007 : Rs. 314.73 lakhs). The break-up of these exposures is tabulated below : 30th Nov 2008 30th Nov 2007 Nature of exposure Foreign Currency Rupees in lakhs Foreign Currency Rupees in lakhs (USD in lakhs) (USD in lakhs) Accounts receivable Accounts payable Net 21.30 27.10 5.80 1067.15 1358.43 291.28 11.73 19.68 7.95 464.91 779.64 314.73

14 The Company has with effect from 1st December, 2007, adopted Accounting Standard 15, Employee Benefits (revised 2005). Consequently an additional liability for employee benefits based on actuarial valuation as at 1st December, 2007 amounting to Rs. 455.69 lakhs (net of deferred tax credit of Rs. 234.65 lakhs), has been adjusted against General reserve as at 1st December, 2007.

94

Notes to the Consolidated Financial Statements for the year ended 30th November, 2008
Defined Benefit Plans: Rupees in Lakhs As at 30th Nov 2008 Compensated Absences 1719.84 191.65 132.93 (232.42) 420.61 2232.61 1434.46 122.76 1.97 1559.19 (2232.61) 1559.19 (673.42) 191.65 132.93 (122.76) 418.63 620.45 273.79 11.59 620.46 (232.42) 673.42 7.50% 5% to 9.25 % 8.00 %

Gratuity Changes in present value of obligations Projected benefit obligation, at beginning of the year 2863.59 Current service cost 186.85 Interest cost 223.43 Benefits paid (319.86) Actuarial (gain) / loss on obligation 345.37 Employer’s contributions Plan participants’ contributions Projected benefit obligation, at the end of the year 3299.38 Changes in fair value of plan assets Fair value of plan assets at beginning of the year 2489.64 Expected return on plan assets 229.17 Contributions Benefits paid Actuarial gain / (loss) on plan assets 169.06 Employer’s contributions Plan participants’ contributions Fair value of plan assets at end of the year 2887.87 Net asset / (liability) recognized in the Balance Sheet Projected benefit obligation, at the end of the year (3299.39) Fair value of plan assets at end of the year 2887.87 Net asset / (liability) recognized in the Balance Sheet (411.52) Expense recognized in the Profit and Loss Account Current service cost 186.85 Interest cost 223.43 Expected return on plan assets (229.17) Net actuarial (gain) / loss recognized 176.32 Expense recognized in the Profit and Loss Account 357.43 Balance Sheet reconciliation Opening net liability 451.76 Transition liability – adjusted in General Reserve at the beginning of the year (77.81) Expense as above 357.43 Benefits paid (319.86) Amount recognized in the Balance Sheet 411.52 Actuarial assumptions Discount rate 7.50% Annual increase in compensation 5% to 9.25 % Expected rate of return on plan assets 8.00 % The estimates of annual increase in compensation take account of inflation and supply and demand condition in the employment market.

Provident Fund 9084.11 (1228.78) 33.68 415.66 529.59 8834.26 8210.58 645.50 (1228.78) (376.45) 415.66 529.59 8196.10 (8834.26) 8196.10 (638.16) 61.08 (178.29) (117.21) 117.97 755.56 (117.21) (118.16) 638.16 7.50% 5% to 9.25 %

95

Notes to the Consolidated Financial Statements for the year ended 30th November, 2008
This being the first year of adoption of Accounting Standard AS 15 (Revised), comparative figures for previous year have not been provided. Defined Contribution Plan: During the year, the Company has contributed Rs. 22.01 lakhs towards Employees’ Superannuation Fund. 15 Prior year figures have been regrouped wherever necessary to conform to current year’s presentation. For and on behalf of the Board R A SHAH KEWAL HANDA P SHAH B M GAGRAT (Dr) Mumbai, 30th January, 2009 PRAJEET NAIR Chairman Managing Director

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Directors

Company Secretary

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............. Mumbai ...... V............................................................400 102............ V...........................00 P.............. Revenue Stamp Note: The Proxy form duly completed and signed should be deposited at the Registered Office of the Company shown above............................ PROXY I/We ....................... April 15..Pfizer Limited Regd...................................................... Chavan Pratishthan Auditorium..............................M.................. not later than 48 hours before the time of the Meeting....... 2009............................... Name of the Member .............................. Patel Estate............................. of ....1 Signature..... Road.....B................................................... or failing him/her .............. Mumbai ........ Road............................................................. as my/our proxy to attend and vote for me/us on my/our behalf at the 58th Annual General Meeting of the Company to be held on Wednesday.................... of Shares Please Affix Rs............................................................................ day of ............ hereby appoint ........................... Signed this ................................ Jogeshwari (West)........................................................ Folio No............. General Jagannath Bhosale Marg......................... .............. Office : Pfizer Centre. SIGNATURE OF THE MEMBER OR PROXY / REPRESENTATIVE .. Office : Pfizer Centre. Folio / Client ID No...... Pfizer Limited Regd... Off S.................................400 102.................. Patel Estate................................... in the district of ........ Off S.................... of ............ Jogeshwari (West)................................................................................................................................................... / Client ID : No........ Mumbai 400 021 on Wednesday April 15................... 2009 at 3............................ Name of the Proxy / Representative (In Block Letter) (To be filled in if the Proxy / Representative attends instead of the Member ............................................................................... ............... being a member/members of Pfizer Limited..... in the district of ..............in the district of ....... ATTENDANCE SLIP To be handed over at the entrance of Meeting Hall I hereby record my presence at the FIFTY-EIGHTH ANNUAL GENERAL MEETING of the Company at Y................ 2009 and at any adjournment thereof................................... of ...................................................................................

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Also enclosed is/are the photocopies of the PAN Card(s). Near Image Hospital. Folio No. : 022 6693 2000 Fax : 022 6693 2377 APPLICABLE TO SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM March 1.Pfizer Limited Regd. * Signature *In case of accountholders other than individual. Vittalrao Nagar. Mumbai . Karvy Computershare Pvt. Jogeshwari (West). Dear Sir. For Pfizer Limited Prajeet Nair Company Secretary Karvy Computershare Pvt. I/We request you to kindly register the same and my/our latest signature(s) against my/our folio registered with you.:____________________ Email:_________________________________________ Name of the Shareholder(s) (Including joint holders) PAN No. kindly submit an attested copy of the required authorization along with the specimen signatures. Ltd. Attested by: (Name & Address) ATTESTATION (To be attested by Nationalized Bank Manager) . Vittalrao Nagar. Ltd. 2007 has made it mandatory for every participant in securities/capital market to furnish Income-tax Permanent Account Number (PAN No. Madhapur. to the Company’s Registrars & Transfer Agents. Road. along with copy of the PAN Card of all holders (including joint holders). duly attested.:______________________________ Tel. Yours faithfully. 2009.). Karvy Computershare Pvt. at the address mentioned below.400 102. Securities & Exchange Board of India vide its Circulars dated 27th April. No. REGISTRATION FORM From Name: Address : __________________________________________________ __________________________________________________ __________________________________________________ Date: To.17-24. Hyderabad – 500 081. Near Image Hospital. Patel Estate. 2009 Dear Shareholder. V. Ltd. Tel No. With reference to the Circular dated March 1.17-24.. shareholders are requested to kindly fill up and return the Registration Form provided hereunder. Office : Pfizer Centre.) / Specimen Signature. Thanking you. duly attested by Bank Manager under his official seal and stating full name & address and registration number. Madhapur. Sub: Registration of Permanent Account Number (PAN No. Hyderabad – 500 081. UNIT: Pfizer Limited Plot No. In view of this. Off S. It is also advisable for shareholders who hold their shares in physical form to register their current/latest signature with the Company to avoid any delay/rejections in processing of requests. UNIT: Pfizer Limited Plot No. we give below my/our PAN No. 2007 and 25th June.

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