Wyeth Ltd Merged Auditor Reports

To the Members of

Wyeth Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Wyeth Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss and Cash Flow Statement for year ended 31 March 2014 and summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash fiows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (‘the Act’). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing opinion on the efiectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in case of the Balance Sheet, of the state of afiairs of the Company as at 31 March 2014;

ii. in case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii in case of the Cash Flow Statement, of the cash fiows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, 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 purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of profit and loss and Cash fiow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance sheet, Statement of profit and loss and Cash fiow statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

e) on the basis of written representations received from the directors, as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

	For B S R & Associates LLP
	Chartered Accountants
	Firm’s Registration No: 116231W
	N Sampath Ganesh
Place: Mumbai	Partner
Date: 28 April 2014	Membership No: 042554

Annexure to the Auditors’ Report – 31 March 2014

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed ofi during the year were not substantial and therefore do not afiect the going concern assumption.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. All stocks lying with third parties at the year-end have been confirmed.

(b) The procedures for the physical verification of inventory is followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed during the physical verification of inventories as compared to book records were not material and have been dealt with in the books of account.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company’s specialized requirements and similarly certain services are rendered and purchased for the specialized requirements of the buyers and the Company respectively and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts or arrangements, the particulars of which need to be entered into the register maintained under Section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Value added tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees’ State Insurance.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Investor Education and Protection fund, Income tax, Sales tax, Values added tax, Service tax, Wealth tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable, except for Professional Tax amounting to Rs. 3 lakhs.

(b) According to the information and explanations given to us, the dues set out in Appendix I in respect of Income-tax, Sales tax, Service tax, Customs duty and Excise duty have not been deposited by the Company with the appropriate authorities on account of disputes.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii) As stated in paragraph (iii) above, there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the period.

(xx) The Company has not raised any money by public issues during the period.

(xxi) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

	For B S R & Associates LLP
	Chartered Accountants
	Firm’s Registration No: 116231W
	N Sampath Ganesh
Place: Mumbai	Partner
Date: 28 April 2014	Membership No: 042554

Appendix 1 as referred to in paragraph ix (b) of Annexure to the Independent Auditors’ report

Name of the Statute	Nature of Dues	Amount (in lakhs)	Forum where dispute is pending	Period to which amount relates
The Income Tax Act, 1961	Tax and Interest	229.19	Commissioner (Appeals)	2009 to 2012
Value Added Tax and Sales tax	Tax	1829.96	Appellate Authority	2005 to 2013
	Tax	10.04	First Appellate Authority	2009 to 11
	Tax	2.30	Deputy Commissioner (Appeals)	2008 - 09
	Tax and Interest	21.37	Commercial Tax Oficer	2011 - 12
	Tax	3.61	Assistant Commissioner	2008 – 09
	Tax	0.36	AC Commercial Tax	2013 to 2014
State and Central Sales Tax Act	Tax and Interest	30.11	Sales Tax Tribunal	1995 to 1997
	Tax	28.78	Additional Commissioner (Appeals)	1998 to 2002
	Tax	53.39	Commissioner (Appeals)	2002 to 2003
	Tax	3.43	Additional Commissioner of Sales tax	2005 to 2009
	Tax	71.94	Appellate Authority	2005 to 2006 and 2007 to 2008
	Tax	1.55	Assistant Commissioner (Appeals)	2004 to 2005
	Tax	9.92	Assistant Commissioner, Commercial Tax	2012 to 2013
	Tax	94.10	Deputy Commissioner (Appeals)	2001 to 2004
	Tax, Interest and Penalty	145.70	Joint Commissioner, Commercial tax (Appeals)	2006 to 2009
	Tax	8.46	Senior Joint Commissioner of Sales Tax	2003 to 2004
The Central Excise Act, 1944	Duty	660.07	Commissioner (Appeals)	1992 to 1997
	Duty and penalty	159.94	Customs, Excise and Service Tax Appellate Tribunal (CESTAT)	1988 to 1991, 1994 to 1996 and 1999 to 2002
	Duty including Interest and Penalty	270.11	Assistant Commissioner of Central Excise	1975 to 1982, 1986 – 1987, 1993 and 1996 t0 1999