Você está na página 1de 68

d

u n che 006
La une 2
in J

Annual Report
Annual Report

Wyeth Limited
2 0 0 6 - 2 0 0 7

ed
nch 007
Lauune 2
in J
REVENUE DISTRIBUTION
Total Income Rs. 30547.14 lakhs ( Rs. 30758.47 lakhs)

MISSION
We bring to the world pharmaceutical and healthcare products that improve lives Depreciation
and deliver outstanding value to our customers and shareholders. 2.1% (2.0%) Interest 0.1% (0.1%)

VRS expenses
0.3% (2.6%) Materials
28.0% (30.8%)
Tax
6.1% (5.3%)
VISION
Our vision is to lead the way to a healthier world. By carrying out this vision at
every level of our organization, we will be recognized by our employees, customers
and shareholders as the best pharmaceutical company in the world, resulting in value
for all.

We will achieve this by being accountable for:


1. Leading the world in innovation through pharmaceutical, biotech and vaccine
technologies
2. Making trust, quality, integrity and excellence hallmarks of the way we do business
3. Attracting, developing and motivating our people
4. Continually growing and improving our business Employee cost*
5. Demonstrating efficiency in how we use resources and make decisions 11.6 % (10.8%)
Profit after tax
30.2% (22.0%)

VALUES
To achieve our mission and realize our vision, we must live by our values :

Quality
We are committed to excellence in the results we achieve and in how we achieve
them.

Integrity Manufacturing and other expenses


We do what is right for our customers, our communities, our shareholders and
ourselves.
21.6% (26.4%)
(Previous year figures are given in brackets)
Respect for people
We promote a diverse culture and a commitment to mutually respect our employees, our
customers and our communities.

Leadership *Number of Employees


We value people at every level who lead by example, take pride in what they do
and inspire others.
Category 31.3.2007 31.3.2006
Collaboration - “Teamwork”
We value teamwork - working together to achieve common goals is the foundation Sales and Marketing 619 651
of our success.
Manufacturing and Quality Assurance 178 184

General Management 80 85

Total 877 920


Wyeth Limited

Board of Directors (as on 13th June, 2007)


R. S. Poulton Chairman Auditors
Price Waterhouse
D. C. Giffin
S. S. Lalbhai Solicitors & Advocates
Udwadia & Udeshi
K. K. Maheshwari
D. E. Udwadia Registrar & Share
S. N. Talwar Alternate to D.C.Giffin Transfer Agents
Datamatics Financial Services Ltd.
V. D. Narkar
Plot Nos. A-16 & A-17,
R. R. Iyer Managing Director Part B Crosslane,
MIDC Marol,
A. W. Khandekar Whole-time Director
Andheri (East),
A.K.Sharma Whole-time Director Mumbai - 400 093.

Bankers
Citibank N.A.
Management Committee American Express Bank Ltd.
Bank of India
ICICI Bank Limited
R. R. Iyer Managing Director Standard Chartered Bank

A. K. Sharma Marketing and Sales Director


Manufacturing Plant
S. Muddana Marketing and Sales Director Plot No. L-137, Phase III,
A. W. Khandekar Technical Director Verna Industrial Estate,
Verna, Goa.
P. L. Bhat Finance Director
A. Rajan Human Resources Director Registered Office
RBC, Mahindra Towers,
S. Patil Medical Director
4th Floor, ‘A’ Wing,
N. N. Thakore Company Secretary & Legal Director Dr. G. M. Bhosale Road,
Worli, Mumbai - 400 018.
V. C. Iyer Commercial Director
S. Kumar Public Affairs Director

Contents FIFTY-NINTH
ANNUAL GENERAL
Directors’ Report 2 MEETING
Corporate Governance Report 8 Friday, 31st August, 2007, 3.30 PM
Auditors’ Report 20 Y. B.Chavan Auditorium,Chavan Centre,
Balance Sheet 26 General Jagannath Bhosale Marg,
Mantralaya, Mumbai 400 021.
Profit & Loss Account 27
Schedules to the Financial Statements 28
Statement pursuant to Section 212 of MEMBERS ARE REQUESTED TO
the Companies Act, 1956 55 BRING THEIR COPY OF
THE ANNUAL REPORT TO THE
Select Financial Data 56 ANNUAL GENERAL MEETING.
NOTICE
NOTICE is hereby given that the Fifty-ninth Annual General Meeting of the Members of Wyeth Limited
will be held at Y. B. Chavan Auditorium, Chavan Centre, General Jagannath Bhosale Marg, Mantralaya,
Mumbai - 400 021, on Friday, 31st August, 2007 at 3.30 p.m. to transact the following business:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2007 and the Profit & Loss Account for the
year ended on that date and the Reports of the Directors and Auditors thereon.

2. To declare a dividend.

3. To appoint a Director in place of Mr. S. S. Lalbhai, who retires by rotation and being eligible, offers himself for
re-appointment.

4. To appoint a Director in place of Mr. D. E. Udwadia, who retires by rotation and being eligible, offers himself for
re-appointment.

5. To appoint Messrs. Price Waterhouse, Chartered Accountants, as Auditors and to fix their remuneration.

6. To appoint a Director in place of Mr. A. K. Sharma, who was appointed as an Additional Director of the Company
under Article 110 of the Articles of Association of the Company and who holds office upto the date of this Annual
General Meeting under Section 260 of the Companies Act, 1956, and being eligible, offers himself for re-appointment
and in respect of whom a notice in writing has been received at the Registered Office of the Company from a Member
signifying his intention to propose Mr. A. K. Sharma as a candidate for the office of Director under Section 257 of the
said Act.

7. To consider and, if thought fit to pass, with or without modification, the following resolution as an Ordinary
Resolution:
“RESOLVED that pursuant to the provisions of Sections 198, 269 and 309 and other applicable provisions, if
any, of the Companies Act, 1956, read with Schedule XIII thereto, Mr. A. K. Sharma, be and is hereby appointed as
Whole-time Director of the Company for a period of three years with effect from 13th June, 2007 on the remuneration,
perquisites and other terms and conditions set out in the draft Agreement to be executed between the Company and
Mr. A. K. Sharma, placed on the table and initialled by a Director of the Company for the purpose of identification, and the
Board of Directors of the Company (“the Board”) be and is hereby authorized to alter or vary his terms of remuneration
as may be agreed upon with Mr. A. K. Sharma, subject however, to the overall ceiling on remuneration specified in the said
Schedule XIII and other applicable provisions of the said Act, for the time being in force.”
“RESOLVED FURTHER that for the purpose of giving effect to this resolution, the Board, be and is hereby authorized to
enter into an Agreement on behalf of the Company with Mr. A. K. Sharma in terms of the aforesaid draft Agreement and
to do all such acts, deeds, matters and things as may be considered by it to be necessary, expedient or desirable in this
regard.”

8. To consider and, if thought fit to pass, with or without modification, the following resolution as an Ordinary
Resolution:
“RESOLVED that pursuant to the provisions of Sections 198, 309 and 310 and other applicable provisions, if any, of the
Companies Act, 1956, read with Schedule XIII thereto, the terms of the remuneration payable to Mr. A.W. Khandekar,
Whole-time Director, approved by the Members at the Fifty-eighth Annual General Meeting of the Company held on
5th September, 2006 and contained in the Agreement dated 18th September, 2006 between the Company and Mr. Khandekar,
placed before the meeting, be and are hereby altered by increasing the ceiling on perquisites payable to Mr. Khandekar
from Rs. 5,00,000/- (Rupees five lakhs only) per annum to Rs. 30,00,000/- (Rupees thirty lakhs only) per annum.”
“RESOLVED FURTHER that pursuant to the provisions of Sections 198, 309 and 310 and other
applicable provisions, if any, of the Companies Act, 1956 read with Schedule XIII thereto, the grant, to
Mr. Khandekar, Whole-time Director of the Company, of perquisites within the maximum limit of Rs. 30,00,000/-
(Rupees thirty lakhs only) per annum, with effect from 1st January, 2007 being in excess of the limits approved by the
Members at the Fifty-eighth Annual General Meeting of the Company held on 5th September, 2006, for the Company’s
financial year ended 31st March, 2007 be and is hereby confirmed, approved and ratified.”


Wyeth Limited
“RESOLVED FURTHER that a Supplemental Agreement in terms of the draft placed before the meeting and initialled by
a Director for the purpose of identification, be entered into between the Company and Mr. Khandekar to give effect to
the above increase.”
9. To consider and, if thought fit to pass, with or without modification, the following resolution as an Ordinary
Resolution:
“RESOLVED that pursuant to the provisions of Sections 198, 309 and 310 and other applicable provisions, if any, of the
Companies Act, 1956, read with Schedule XIII thereto, the terms of the remuneration payable to Mr. R. R. Iyer,
Managing Director of the Company, approved by the Members at the Fifty-sixth Annual General Meeting of
the Company held on 3rd September, 2004 and contained in the Agreement dated 4th October, 2004 between
the Company and Mr. R. R. Iyer, placed before the meeting, be and are hereby altered by increasing the ceiling
on perquisites payable to Mr. Iyer from 75% of his annual salary to a maximum limit of Rs. 1,50,00,000/-
(Rupees one crore fifty lakhs only) per annum.”
“RESOLVED FURTHER that a Supplemental Agreement in terms of the draft placed before the meeting and initialled by a
Director for the purpose of identification, be entered into between the Company and Mr. Iyer to give effect to the above
increase.”

Registered Office: By Order of the Board of Directors


RBC, Mahindra Towers,
4th Floor, ‘A’ Wing,
Dr. G.M. Bhosale Road, Worli, N.N. Thakore
Mumbai-400 018. Company Secretary &
Dated: 16 July, 2007
th
Legal Director

Notes:
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES
TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE
COMPANY. HOWEVER, PROXY FORMS SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY
NOT LATER THAN 48 HOURS BEFORE COMMENCEMENT OF THE MEETING.

1. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, (“the Act”) with respect to
Item Nos. 6 to 9 of the Notice set out above is annexed hereto.

2. The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday,
22nd August, 2007 to Friday, 31st August, 2007 (both days inclusive).

3. Dividend, for the year ended 31st March, 2007, as recommended by the Directors of the Company, if sanctioned at the
Meeting, will be paid within the prescribed time to :
(i) those Members whose names appear on the Register of Members of the Company on Friday, 31st August, 2007;
and
(ii) those Members whose names appear as beneficial owners as at the close of business hours on Tuesday,
21st August, 2007, as per details to be furnished by the Depositories, viz. National Securities Depository Limited and
Central Depository Services (India) Limited in respect of the shares held in dematerialized form.

4. Pursuant to Section 205A read with Section 205C of the Act, all unclaimed/unpaid dividends upto the Financial Years ended
31st March, 2000 have been transferred to the Investor Education and Protection Fund.

5. Members are requested to encash their dividend warrants on receipt, as the proceeds of the dividend warrants remaining
unclaimed/unpaid for seven years are now required to be transferred to the “Investor Education and Protection Fund”
established by the Central Government under Section 205C of the Act.


6. Members seeking any information or clarification on the Accounts are requested to send in written queries to the
Company, at least one week before the date of the Meeting. Replies will be provided in respect of such queries received
in writing, only at the Meeting.

7. Members are requested to immediately address their communications regarding transfer of shares, change of address,
dividend mandates, etc., quoting their folio number(s) to the Company’s Registrar & Transfer Agents:
Datamatics Financial Services Limited
Plot Nos. A-16 & A-17, Part B Crosslane,
MIDC, Marol, Andheri (East),
Mumbai-400 093.
Contact person : Mr. C.R. Rao
Telephone : 022 6671 2151 – 56
Fax : 022 2821 3404
e-mail ID : crrao@dfssl.com

8. Members holding shares in dematerialized form, may please note that while opening a depository account with participants
they may have given their bank account details, which will be printed on their dividend warrants. However, if Members want
to change/correct the bank account details, they should communicate the same immediately to the concerned Depository
Participant. Members are also requested to furnish the MICR code of their bank to their Depository Participant. It will
not be possible for the Company to entertain any direct request from Members for deletion / change in
the bank account details furnished by Depository Participants to the Company.

9. Members are requested to note that, in order to avoid any loss/interception in postal transit and also to get prompt credit
of dividend through Electronic Clearing Service (ECS), they should submit their ECS details to the Company’s Registrar
& Transfer Agents by 6th August, 2007. The requisite ECS application form can be obtained from the Company’s Registrar &
Transfer Agents. Alternatively, Members may provide details of their bank account quoting their folio numbers by the said
date, to the Company’s Registrar & Transfer Agents to enable them to print such details on the dividend warrants.

10. Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly
or jointly. Members who hold shares in single name are advised, in their own interest to avail of the nomination facility
by filling Form No. 2B. Blank forms will be supplied by the Company’s Registrar & Transfer Agents on request. Members
holding shares in the dematerialized form may contact their Depository Participant for recording nomination in respect
of their shares.


Wyeth Limited
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956 FOR
ITEM NOS. 6 to 9:
ITEM NOS. 6 & 7:
The Board of Directors of the Company (“the Board”) at its Meeting held on 13th June, 2007, appointed Mr. A. K. Sharma
(“Mr. Sharma”) as an Additional Director and subject to the approval of the Members at this Annual General Meeting, as
Whole-time Director of the Company, effective 13th June, 2007.
In accordance with Section 260 of the Companies Act, 1956 (“the Act”), read with Article 110 of the Articles of
Association of the Company, Mr. Sharma holds office upto the date of this Annual General Meeting. In terms of Section 257 of
the Act, a notice in writing has been received from a Member of the Company signifying his intention to propose Mr. Sharma
as a candidate for the office of Director, along with a deposit of Rs. 500/- ( Rupees five hundred only) which amount shall be
refunded to the Member, if Mr. Sharma is appointed as a Director.
Mr. Sharma has been associated with the Company for the past 11 (eleven) years in various capacities and is now responsible
for the marketing and sales of pharmaceutical and women’s healthcare products for the Company. He is well versed with the
business and activities of the Company.
The material provisions of the draft Agreement with Mr. Sharma referred to in the resolution at Item No. 7 of the Notice are
as under:
1. Period of Appointment : Mr. Sharma to be appointed as Whole-time Director of the Company for a period of 3 (three)
years with effect from 13th June, 2007.
2. Mr. Sharma to perform and exercise such powers as are entrusted to him from time to time by the Board and/or the
Managing Director of the Company.
3. Mr. Sharma to devote his whole time and attention to the business and affairs of the Company.
4. Mr. Sharma to serve the Company at such place or places in India as the Board may determine from time to time.
Mr. Sharma to undertake such travel in India or elsewhere as the Managing Director and/or the Board may from time to
time direct, as may be necessary or required in connection with the business and affairs of the Company.
5. Remuneration: Mr. Sharma to be entitled to the following remuneration and perquisites:
(i) Salary: Rs. 1,59,576/- (Rupees one lakh fifty nine thousand five hundred and seventy six only) per month or as may be
decided by the Board from time to time, not exceeding Rs. 5,00,000/- (Rupees five lakhs only) per month.
(ii) Bonus/Commission/Performance Incentive: As may be decided by the Board from time to time, but not exceeding 50%
of the annual salary.
(iii) Perquisites : In addition to salary, bonus/commission/ performance incentive, Mr. Sharma to be entitled to the following
perquisites as per the rules of the Company, which shall be restricted to an amount equal to 75% of his annual salary
and which shall include:
(a) Housing: The Company to either provide residential accommodation to Mr. Sharma or in case the residential
accommodation provided by the Company is not required by Mr. Sharma, Mr. Sharma to be paid House Rent
Allowance equivalent to 25% of salary payable to him;
The expenditure incurred by the Company on this perquisite to be valued as per the Income-tax Rules, 1962.
(b) Club Fees: Reimbursement of fees of one club excluding admission and life membership;
(c) Reimbursement of medical expenses incurred for himself and his family;
(d) Group Personal Accident Insurance;
(e) Group Insurance Scheme for Hospitalization benefits;
(f) Group Life Insurance Scheme;
(g) Education Allowance;


(h) Leave Travel Assistance;
(i) Reimbursement of professional membership fees;
(j) Hard furnishings valued as per the Income-tax Rules, 1962;
(k) Reimbursement of house painting expenses;
(l) Any other benefit/perquisite as may be decided by the Board from time to time within the aforesaid limit.
(iv) Benefits and Amenities:The following not to be included for the purpose of computation of remuneration or perquisites
as aforesaid:
(a) Company’s contribution to Provident Fund and Superannuation Fund as per Company’s rules;
(b) Gratuity as per Company’s rules;
(c) Encashment of accumulated privilege leave at the end of tenure as per Company’s rules;
(d) Company maintained car;
(e) Telephone;
Personal long distance telephone calls to be billed to Mr. Sharma by the Company.
(v) Ceiling on Remuneration: The remuneration and perquisites payable to Mr. Sharma as provided for in the Agreement
to be subject to the overall ceiling on managerial remuneration as provided by Sections 198 and 309 of the Act.
(vi) Minimum Remuneration: Notwithstanding anything to the contrary contained in the Agreement, where in any financial
year during the tenure of Mr. Sharma as Whole-time Director, the Company has no profits or its profits are inadequate,
the remuneration payable by the Company to Mr. Sharma to be subject to the provisions of Section II of Part II of
Schedule XIII to the Act or any other law or enactment for the time being or from time to time, in force.
6. Mr. Sharma:
(i) will be entitled to Privilege Leave on full salary and perquisites as per the rules of the Company for a period of
1 (one) month for every 12 (twelve) months service, during the period of the Agreement. Mr. Sharma to also be
entitled to Sick Leave and Casual Leave benefits as per the rules of the Company for the time being in force.
Mr. Sharma, however, not to be entitled to encash such Casual and Sick Leave not actually availed of by him.
(ii) will not be paid any sitting fees for attending meetings of the Board or any Committee of the Board.
(iii) is not to become interested or otherwise concerned directly or indirectly or through his wife or children in any
selling agency of the Company or any business/company that provides goods or services to the Company, so long as
he is the Whole-time Director, without the prior approval of the Board.
(iv) is not to directly or indirectly engage himself in any other business or employment or occupation whatsoever.
He may hold any directorship(s) of any other company or companies with the previous sanction of the Board.
7. Income tax, if any, on the aforesaid remuneration to be borne and paid by Mr. Sharma.
8. Mr. Sharma not to disclose, divulge, make public or use any information or knowledge obtained by him as to the business
or affairs of the Company or as to any operations or activities or as to any trade secrets or secret processes, inventions
or discoveries, improvements or designs and patents or other confidential information of the Company.
9. The Company to be entitled to terminate Mr. Sharma’s employment as Whole-time Director by notice in writing if
Mr. Sharma :
(a) commits a breach of any of the terms, provisions or covenants contained in the Agreement;
(b) becomes disqualified to act as a Director for any reason other than an inadvertent breach of the provisions of Section
283 of the Act;
(c) becomes insolvent or makes any compromise or arrangement with his creditors or ceases to be a Director of the
Company;
(d) is unable or is prevented by reason of ill health or accident, disability, physical or mental, from performing his duties for
a period of 150 (one hundred and fifty) consecutive days in any period of 12 (twelve) consecutive calendar months.


Wyeth Limited
10. The Company to be entitled to forthwith terminate Mr. Sharma’s employment without any notice or compensation in
lieu of notice or otherwise in case Mr. Sharma commits any act of dishonesty or such other misconduct or is guilty of
inattention or negligence in the conduct of the business of the Company or of any other act or omission inconsistent
with his duties as Whole-time Director of the Company.
11. Either party to be entitled to terminate the Agreement at any time by giving to the other party not less than
3 (three) months notice in writing in that behalf without assigning any reason PROVIDED that the Company would be
entitled to terminate Mr. Sharma’s employment at any time by payment to him of 3 (three) months remuneration including
perquisites in lieu of such notice.
12. Mr. Sharma to cease to be a Director of the Company upon the termination of his employment in the circumstances
specified in clauses 9, 10 or 11 above.
13. Upon his employment with the Company being terminated, whether due to efflux of time or otherwise, Mr. Sharma to
handover his charge to such person as may be nominated by the Company in that behalf and to deliver to such person
all such effects, documents or other papers which may be in his possession, custody or control.
14. In the event of death of Mr. Sharma during the course of his employment, the Company to pay to his legal heirs salary
and other emoluments payable for the then current month and other dues together with such further sum as the Board,
in its sole and uncontrolled discretion, may determine.
The Board considers that the remuneration and perquisites to be paid to Mr. Sharma are commensurate with his duties and
responsibilities as Whole-time Director and recommends the Resolution set out at Item No. 7 of the Notice. The approval of
the Members is being sought to Mr. Sharma’s appointment as Whole-time Director and to the above remuneration proposed
to be paid to him.
A copy of the draft Agreement to be entered into between the Company and Mr. Sharma, will be available for inspection at
the Registered Office of the Company between 3.00 p.m. and 5.00 p.m. on any working day (Monday to Friday).
Mr. Sharma is interested in the said resolutions at Item Nos. 6 and 7 of the Notice since they relate to his appointment as the
Whole-time Director of the Company and to his remuneration respectively.

ITEM NO. 8:
The Members of the Company at the Fifty-eighth Annual General Meeting of the Company held on 5th September, 2006 had
accorded their consent to the appointment of Mr. A.W. Khandekar (“Mr. Khandekar”) as Whole-time Director for a period
of 3 (three) years with effect from 26th October, 2005 upon the terms and conditions contained in the Agreement dated
18th September, 2006 between the Company and Mr. Khandekar.
The Board vide resolution dated 16th July, 2007 approved, subject to the approval of the Members at this Annual General
Meeting, an increase in the ceiling on perquisites granted to Mr. Khandekar with effect from 1st January, 2007 from
Rs. 5,00,000/- (Rupees five lakhs only) per annum to Rs. 30,00,000/- (Rupees thirty lakhs only) per annum. The Company
further intends to record the aforesaid increase in the ceiling on perquisites to be granted to Mr. Khandekar, by entering into
a Supplemental Agreement with Mr. Khandekar. Save and except to the extent amended by the Supplemental Agreement, the
other terms, conditions and remuneration set out in the Agreement dated 18th September, 2006 remain unchanged, valid and
binding. In compliance with the applicable provisions of the Act, approval of the Members is being sought to the proposed
increase in the ceiling on perquisites granted to Mr. Khandekar, and ratification of the amount already paid as aforesaid.
Authority of the Members is also being sought to enter into a Supplemental Agreement in terms of the draft placed before
the meeting and initialled by a Director for the purpose of identification, between the Company and Mr. Khandekar to give
effect to the above increase in the ceiling on perquisites granted to Mr. Khandekar.
The above may be treated as an abstract of the variation in terms of remuneration payable to Mr. Khandekar pursuant to
Section 302 of the Act.
The Agreement dated 18th September, 2006 and a copy of the draft Supplemental Agreement to be entered into between the
Company and Mr. Khandekar, will be available for inspection at the Registered Office of the Company between 3.00 p.m. and
5.00 p.m. on any working day (Monday to Friday).
The Board considers that the remuneration to be paid to Mr. Khandekar is commensurate with his duties and responsibilities
as Whole-time Director and recommends, the resolution set out at Item No. 8 of the Notice.
Mr. Khandekar is interested in the said resolution at Item No. 8 of the Notice since it relates to the increase in the ceiling
on his perquisites.


ITEM NO. 9:
The Members of the Company at the Fifty-sixth Annual General Meeting of the Company held on 3rd September, 2004 had
accorded their consent to the appointment of Mr. R.R. Iyer (“Mr. Iyer“) as Managing Director for a period of
5 (five) years with effect from 1st March, 2005 upon the terms and conditions contained in the Agreement dated
4th October, 2004 between the Company and Mr. Iyer.
The Board vide resolution dated 16th July, 2007 approved, subject to the approval of the Members at this Annual General
Meeting, an increase in the ceiling on perquisites granted to Mr. Iyer from 75% of his annual salary to a maximum limit of
Rs. 1,50,00,000/- (Rupees one crore fifty lakhs only) per annum. The Company further intends to record the aforesaid increase
of the ceiling on perquisites to be payable to Mr. Iyer, by entering into a Supplemental Agreement with Mr. Iyer. Save and
except to the extent amended by the Supplemental Agreement, the other terms, conditions and remuneration set out in
the Agreement dated 4th October, 2004 remain unchanged, valid and binding. In compliance with the applicable provisions of
the Act, approval of the Members is being sought to the proposed increase in the ceiling on perquisites granted to Mr. Iyer.
Authority of the Members is also being sought to enter into a Supplemental Agreement in terms of the draft placed before
the meeting and initialled by a Director for the purpose of identification, between the Company and Mr. Iyer to give effect to
the above increase in the ceiling on perquisites granted to Mr. Iyer.
The above may be treated as an abstract of the variation in terms of remuneration payable to Mr. Iyer pursuant to
Section 302 of the Act.
The Agreement dated 4th October, 2004 and a copy of the draft Supplemental Agreement to be entered into between
the Company and Mr. Iyer will be available for inspection at the Registered Office of the Company between 3.00 p.m. and
5.00 p.m. on any working day (Monday to Friday).
The Board considers that the remuneration to be paid to Mr. Iyer is commensurate with his duties and responsibilities as
Managing Director and recommends, the resolution set out at Item No. 9 of the Notice.
Mr. Iyer is interested in the said resolution at Item No. 9 of the Notice since it relates to the increase in the ceiling on his
perquisites.

Registered Office: By Order of the Board of Directors


RBC, Mahindra Towers,
4th Floor, ‘A’ Wing,
Dr. G.M. Bhosale Road, Worli, N.N. Thakore
Mumbai-400 018. Company Secretary &
Dated: 16th July, 2007 Legal Director

 vakils
Information under Section 217(2A)(b)(ii) of the Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules 1975 and forming part of the Directors’ Report for the year ended 31st March, 2007

Sr. Empcode Name Age Qualification Designation Date of Date of Experience Remuneration Last Designation
No. Birth Joining in years Employment

Employment For The Full Year

  1. 5051185 Ranga Iyer 54 M.Com., MFM Managing Director 12-Apr-53 3-Nov-80 26 9,238,279 Patel Roadways Zonal Manager

  2.@ 5051209 Prakash Bhat 50 B.Com., C.A. Finance Director 14-Jul-57 19-Sep-83 23 2,442,125 A. F. Fergusson & Co. Asst Manager-Audit

  3. 5051289 Anil Khandekar 57 B. Pharm. Technical Director 16-May-50 18-Nov-85 29 2,959,614 Cipla Limited Production Executive
Incharge Pharma Mfg.

  4.@ 5051264 Suresh Muddana 51 B.E. (Mech.), DAM Marketing & Sales 8-May-56 15-Nov-90 16 3,112,594 Parke Davis (India) Associate  
Director Limited Director-Purchasing

  5.@ 5051335 Anoop Sharma 56 B.Sc. Marketing & Sales 7-Oct-50 1-Nov-95 11 3,189,456 Mesco   General  
Director Pharmaceuticals Ltd. Manager-International
Marketing

  6.@ 5051520 Alex Rajan 52 B.Sc., M.A.   Human Resource 13-May-55 9-Jul-01 6 3,500,870 Mettler Toledo India General Manager HR
(PM & IR), LIB Director Pvt. Ltd.

  7. 5058473 Gulraj Bhatia 43 B.E. (Mech.), MBA Country Head, 24-Aug-64 25-Sep-06 1 4,316,677 Hewlett-Packard India Head-Marketing, Imaging  
Consumer Healthcare & Printing Group
Division

Employment For Part Of The Year

  1.* 5014875 Arun Ahuja 33 B.Sc. Professional Service 15-Jun-73 4-Dec-97 9 1,385,445 USV Limited Medical Representative
Representative

  2.* 5030008 Ms. Lalita Bhavnani 53 BA Assistant Iv 22-Mar-53 9-Mar-76 30 1,988,195 — —

  3.* 5030036 V. N. Deshmukh 56 SSC Assistant Iv 4-Jun-50 1-Aug-68 38 1,941,332 — —

  4.* 5030073 P. P. Godbole 60 SSC Assistant Iv 25-Dec-46 12-Oct-69 37 1,206,051 — —

  5.* 5030076 C. D. Ranavde 59 Inter Science Assistant Iv 20-Nov-47 12-Feb-73 33 1,251,297 — —

  6.* 5030084 Mukesh Pataria 54 VIII Std. Assistant I 1-Jul-52 16-Jun-70 36 1,811,823 — —

  7.* 5030085 Suryakant H. Shinde 55 SSC Assistant I 30-Apr-51 18-Dec-72 34 1,587,795 — —

  8.* 5030089 Hasmukh Rathod 43 VIII Std. Peon 3-Aug-63 3-Apr-84 22 1,570,847 — —

  9. 5030215 S. Endow 59 B.Sc. Senior Professional 1-Apr-48 10-Jul-72 36 604,430 Rongpur High School Secretary
Service Representative

10. 5030862 Rajeev Srivastava 35 B.Sc. Business Executive 31-Jan-72 22-Sep-97 11 104,752 Universal Medicare Ltd. Medical Representative

11.* 5032403 Ashu Dubey 33 B.Sc. Business Executive 18-Aug-74 17-Apr-99 11 1,350,833 Ipca Laboratories Marketing Executive

12.@ 5051090 Anil K. Girdhar 59 B.Sc., MBA Business   8-May-48 2-Jun-69 37 4,237,465 Alembic Chemical Medical Representative
Development Director Works

13. 5051148 D. N. Itchhaporia 58 B. Pharm. Associate Director 24-Jul-48 4-Nov-76 30 1,758,771 Sarabhai Chemicals Supervisory Chemist
Manufacturing Limited

14.@ 5051239 P. K. Patil 60 BE (Mech.) &   Purchase Director 20-May-46 23-Mar-87 19 1,744,246 Raymond Wollen   Deputy Manager
BE (Elect.) Mills Limited

15. 5051415 P. S. Doraiswamy 42 B.Com., aca, Acs Financial Controller 16-Oct-64 2-Feb-98 8 1,692,575 Knoll   Management Accounting
Pharmaceuticals Ltd. Manager

Notes :
1. All appointments are contractual. Other terms and conditions are as per regulations of service in force from time to time.
2. None of the employees is a relative of any Director of the Company.
3. Remuneration includes Salary, Bonus, Incentive awards, Commission, Allowances, Leave Travel assistance, Medical benefits, Gratuity, Company’s contribution to Provident fund and Superannuation
scheme and Perquisites evaluted on the basis of Income-tax Rules 1962. In case of Voluntarily retired employees remuneration includes voluntary retirement Compensation.
4. * – Denotes employees who opted for Voluntary retirement.
5. The designation “Director” in the case of employee marked @ denotes a functional director and not a Director on the board of the Company as of 31st March, 2007.
DIRECTORS’ REPORT

To the Members
Your Directors have pleasure in presenting the Fifty-ninth Annual Report of the Company together with the audited
accounts for the year ended 31st March, 2007.

FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)

2006-07 2005-06

Profit before non-recurring expenses/(income), listed below and Tax 10974.10 9642.74
—  Voluntary Retirement Scheme payments 88.33 819.66
—  Impairment of Fixed Assets — 17.67
—  Compensation for surrender of leased land — 1000.00
—  Non-recurring Income (462.61) (581.56)
Profit before Taxation 11110.77 8386.97
Provision for Tax
—  For the year 1867.59 1513.28
—  For prior years 7.47 102.00

Net Profit 9235.71 6771.69


Balance brought forward from previous year 16102.01 16484.12
Profit available for appropriation 25337.72 23255.81
Proposed Dividend 6816.02 5680.01
Tax on Proposed Dividend 1158.38 796.62
Transfer to General Reserve 923.57 677.17
Balance carried to next year 16439.75 16102.01

DIVIDEND

The Directors recommend a dividend of Rs. 30.00 (previous year Rs. 25.00) per equity share for the financial year
ended 31st March, 2007. If the proposed dividend is approved by the Shareholders at the Annual General Meeting
the total dividend payout will be Rs. 6816.02 lakhs. Tax on dividend payout to be borne by the Company will be
Rs. 1158.38 lakhs.
The dividend will not suffer tax in the hands of the Shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS


Economic reforms, launched in the 1990s, have transformed India into one of the fastest growing economies of the
World. Indian economy has grown at an annual rate of over 9% for two successive years. Liberalization has helped
many sectors of the economy to become globally competitive.


Wyeth Limited
THE PHARMACEUTICAL INDUSTRY
The Indian pharmaceutical market valued at Rs. 27901.99 crores recorded a growth of 14.3 % during the year ended
31st March, 2007. (Source IMS MAT March, 2007). Alimentary Tract and Metabolism products and Systemic Anti-
Infectives constituted a major portion (44.84%) of the total market. Other segments like Cardiovascular System and
Respiratory System are growing at a fast rate.

FINANCIAL AND OPERATIONAL PERFORMANCE


The sales for the year ended 31st March, 2007 were Rs. 288.13 crores (previous year Rs. 287.29 crores) which represent
a marginal increase over the previous year. The Company maintains its leadership position in Oral Contraceptives,
Hormone Therapy, Folic Acid and Depilatory Cream Segments.
Excluding the impact of non-recurring expenses/(income), profit for the year is Rs.109.7 crores as compared to
Rs. 96.4 crores in the previous year showing a growth of 13.8%. The growth in profits is mainly due to improved
efficiencies and control on operating expenses.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS


Introduction of the Product Patent regime was a welcome step taken by the Government. However, the over-
restrictive interpretation of the scope of patentability and lack of protection of clinical data continue to be causes for
concern. The provision for pre-grant oppositions is also a matter of serious concern. The new Drug Pricing legislation
is yet to be announced. Increase in the span of price control would work to the detriment of the pharmaceutical
industry.
The Consumer Health Care division launched the 60 gm tube pack of its product Anne French during the year
under review. This initiative has been well received by the consumers and the trade. This division is working towards
strengthening the consumer franchise for the Analgesics and Hair Remover products.

OUTLOOK
The Company continues to invest in all the promoted brands to increase sales and profitability and thus increase
stakeholder value.

CAUTIONARY NOTE
Certain statements in the Management Discussion and Analysis Section may be forward looking and are stated as
required by the applicable laws and regulations. The future results of the Company may be affected by many factors,
which could be different from what the Directors envisage in terms of future performance and outlook.

INTERNAL CONTROL SYSTEMS


The Company has adequate internal control systems with appropriate control checks commensurate with its size
and nature of business. These measures ensure efficient use and protection of all assets of the Company and also
compliance with the policies, procedures and statutory requirements. All transactions are recorded in conformity
with generally accepted accounting principles. KPMG (the Internal Auditors) regularly conducts a review of the
financial and operating controls in all areas of the Company’s operations and significant issues, if any, are brought to
the attention of the Audit Committee of the Board for necessary action.

HUMAN RESOURCES/INDUSTRIAL RELATIONS


The Company continues to focus on its core values of Quality, Integrity, Respect for People, Leadership and
Collaboration.


The relationship between all employees in the Company continues to be cordial.
During the year under review, 9 employees availed themselves of the Voluntary Retirement Scheme as against 59
employees in the previous year. The Company had 877 employees on its rolls as on 31st March, 2007.
The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended is given in Annexure II to this Report.

SAFETY AND ENVIRONMENT


The Company’s commitment to safety and adherence to environmental norms continued during the year under
review. Pollutants in wastewater and air are regularly monitored at the manufacturing facility in Goa.
Safety audits are regularly conducted and training in general safety, industrial hygiene and basic fire fighting is regularly
imparted to plant employees.

DIRECTORS
Mr. B. R. Arora was appointed Director and Chairman of the Board of Directors on 29th September, 2006. He
resigned on 13th June, 2007. The Board places on record its appreciation of the valuable contribution of Mr. Arora
during his tenure as Director and Chairman.
Messrs. S. S. Lalbhai and D. E. Udwadia retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
Mr. A. K. Sharma was appointed as Additional Director of the Company with effect from 13th June, 2007. In terms of
Section 260 of the Companies Act, 1956, the term of office of Mr. Sharma expires on the date of the forthcoming
Annual General Meeting and he is eligible for re-appointment as Whole-time Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT


Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
(ii) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March, 2007 and of the profit of the Company for the period 1st April, 2006 to
31st March, 2007;
(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from Saraf and Associates, Company Secretaries,
regarding compliance with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement
is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE


EARNINGS AND OUTGO
The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988, are annexed hereto as Annexure I.


Wyeth Limited
SUBSIDIARY COMPANY
Wyeth Lederle (Exports) Limited (WLEL), the wholly owned subsidiary of the Company has not been carrying
on any operations for the past several years. On 5th March, 2007, WLEL passed a resolution for voluntary winding
up under the provisions of the Companies Act, 1956. A Liquidator has been appointed, who is in the process of
liquidating the assets. Since WLEL was not operational at the close of the Company’s financial year, WLEL’s Financial
Statements are not annexed to the Company’s Financial Statements.

AUDITORS
The Auditors, Messrs. Price Waterhouse, retire at the conclusion of this Annual General Meeting and offer themselves
for re-appointment. Messrs. Price Waterhouse have confirmed their eligibility for re-appointment under Section
224(1B) of the Companies Act, 1956.

AUDITORS’ COMMENTS
The claims under the Drugs Prices Equalization Account and the comments of the Auditors regarding the amount
payable into the Drugs Prices Equalisation Account and claims by the Government regarding non-compliance with
respect to prices fixed under para 8 of the Drugs (Prices Control) Order, 1995 for Prednisolone based formulations
have been explained at length in Notes 4(a) and 4(b) to the Accounts. An early resolution of this issue will provide
much needed clarity for the future.
Note 6 to the Accounts explains in detail the Auditors’ comment in Note 4(b) of the Auditors’ Report.

COST AUDITORS
The Directors have, subject to the approval of the Central Government, appointed Messrs. N. I. Mehta & Co.,
Mumbai, as Cost Auditors to conduct the cost audit of Formulations for the financial year ending 31st March, 2008.
The requisite application for approval of their appointment has been submitted to the Central Government.

APPRECIATION
Your Directors take this opportunity to thank the Management of Wyeth, U.S.A., Wyeth Pharmaceuticals, U.S.A., and
Wyeth Consumer Healthcare, U.S.A., for their valuable guidance and support throughout the year.

The Directors record their thanks to the Company’s employees at all levels for their dedication and commitment
throughout the year. The Directors would also like to record their thanks to the Company’s shareholders, bankers,
financial institutions, Central and State Government officials, medical professionals, hospitals, research institutions,
vendors, trade and all customers for their continued support and co-operation.

On behalf of the Board

Place: Mumbai D. E. Udwadia R. R. Iyer


Date: 13th June, 2007 Director Managing Director


ANNEXURE I

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH THE
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)
RULES, 1988, AND FORMING PART OF DIRECTORS’ REPORT FOR THE YEAR ENDED
31st MARCH, 2007.
A. Conservation of Energy
(a) Energy Conservation measures taken : ♦ Optimisation of efficiency of the air compressor
to conserve energy.
♦ Conservation of energy through replacement of
220 watt metal helide lamp with energy efficient
CFL lamps.
(b) Additional investments and proposals, if : Replacement of old dust collectors with new Bag in Bag
any, being implemented for reduction of out dust collectors which will conserve electricity and
consumption of energy will eliminate exposure risk to service floor.
(c) Impact of measures at (a) and (b) : Improved operational efficiency and decrease in energy
utilization. Eliminates exposure to man and material at
service floor and reduces risk of explosion.

FORM A
Form of Disclosure of particulars with respect to conservation of energy

Unit Year ended Year ended


31st March, 2007 31st March, 2006
Power and Fuel consumption
1. Electricity
(a) Purchased Units Kwh 55,06,636 60,01,562
Total Amount Rs. Lakhs 397.20 271.87
Rate/Unit (average) Rs. 7.21 4.53
(b) Own generation
(i) Through diesel generator unit Kwh 11,936 4,896
— Units per litre of diesel oil Kwh 1.72 2.78
— Cost/Unit Rs. 20.53 10.24
Note: The cost of own generated
electricity is not comparable, as
the standby generator unit was
operated only for test runs.
(ii) Through steam turbine/generator NIL NIL
2. Coal NIL NIL
3. Furnace Oil
Quantity K. Ltrs. 1,226.00 1,252.56
Total Cost Rs. Lakhs 260.67 232.24
Average rate Rs./ltr. 21.26 18.54
4. Others NIL NIL
Consumption per unit of production
Since the Company manufactures several formulations in the same factory, it is not practical to apportion
consumption of utilities based on the records.


Wyeth Limited
ANNEXURE I  (Contd.)

FORM B
Form of disclosure of particulars with respect to technology absorption

B. Research and Development (R&D):

I. (a) Specific areas in which R&D carried : Research and Development activities carried out by the
out by the Company Company are in the areas of formulation development,
process improvement and clinical trials for registration
of products.
(b) Benefits as a result of above R&D : Nil

(c) Future plan of action : The Company will continue to focus on improving
operational efficiencies.

(d) Expenditure on R&D : Rs. Lakhs


(i) Capital Nil Nil
(ii) Recurring 59.18 50.97
(iii) Total 59.18 50.97
(iv) Total R&D expenditure as a
percentage of total turnover 0.21% 0.18%

2. Technology absorption, adaptation and


innovation:
(i) Efforts, in brief, made towards : The Company on an on-going basis interacts with
technology absorption, adaptation Wyeth, U.S.A., for technical expertise for pharmaceutical
and innovation formulations of high technology, bulk compounds and
pharmaceutical formulations.
(ii) Benefits derived as a result of the : The Company has benefited substantially as a result
above efforts of the emphasis on innovation. Reduction in energy
consumption and improvement in product quality are
some of the benefits achieved in the current year.
(iii) Imported technology (imported : As mentioned in (i) we continue to receive technology,
during the last 5 years reckoned process know-how and technical assistance from time to
from the beginning of the financial time from the collaborators, Wyeth, U.S.A.
year)

C. Foreign Exchange Earnings and Outgo:


(i) Efforts : The Company continues to explore possibilities for
import substitution.
(ii) Earnings & outgo : During the current financial year the Foreign Exchange
outgo was Rs. 3996.18 Lakhs. Foreign Exchange earned
was Rs. 125.75 Lakhs.


CORPORATE GOVERNANCE REPORT

I. MANDATORY REQUIREMENTS
1. Company’s philosophy on code of governance :
The Company has adhered to the principles of corporate governance over the years. The Company
believes that the essence of good corporate governance is to conduct the Company’s business and
deal with its stakeholders in an ethical and transparent manner. It has been the Company’s continuous
endeavour to build on its values of Quality, Integrity, Respect for People, Leadership and Collaboration to
effectively meet its financial, social, environmental and statutory obligations.
The requisite standards of corporate governance have been fully complied with by the Company.

2. Board of Directors :
The Board of Directors provide strategic direction and thrust to the operations of the Company.
The Board is headed by the Non-Executive Chairman, Mr. R. S. Poulton and comprises eminent persons with
considerable professional experience in varied fields. The present strength of the Board is ten Directors
including one Alternate Director. Of these, three are Executive Directors and seven are Non-Executive
Directors and one-third of the Board consists of Independent Directors. The size and composition of the
Board therefore conforms with the requirements of corporate governance under the Listing Agreements
with the Stock Exchanges, the Articles of Association of the Company and applicable laws.
During the year under review, the Company held five Board Meetings, the dates being as follows :
(i) 9th June, 2006 (iv) 27th October, 2006
(ii) 26th July, 2006 (v) 19th January, 2007
(iii) 29th September, 2006

The names of the Directors, the number of Board Meetings held, their attendance thereat and at the
last Annual General Meeting (“AGM”), and the number of other Directorships, Memberships and/or
Chairmanships held by each Director of the Board are set out below :

Name of the Category No. of Attendance No. of Director- Membership/


Director of Board at last AGM ships in Companies Chairmanship of
Director- Meetings held on 5th incorporated in Board Committees
ship # attended September, India including Wyeth including Wyeth
out of 2006 Limited (excluding Limited *
five held Private Companies)

Mr. R. S. Poulton (Chairman)


(up to 29.9.2006 and
w.e. f. 13.6.2007) NED Nil No 2 Nil
Mr. B. R. Arora (Chairman) Appointed
(w.e.f. 29.9.2006 and after the
up to 13.6.2007) NED 3 AGM 2 Nil
Mr. R. R. Iyer
(Managing Director) WTD 5 Yes 4 1/Nil
Mr. S. S. Lalbhai NED-I 4 Yes 3 2/Nil
Mr. K. K. Maheshwari NED-I 4 Yes 1 2/1
Mr. D. E. Udwadia NED-I 5 Yes 14 10/Nil
Mr. V. D. Narkar NED-I 4 Yes 6 3/4


Wyeth Limited
Name of the Category No. of Attendance No. of Director- Membership/
Director of Board at last AGM ships in Companies Chairmanship of
Director- Meetings held on 5th incorporated in Board Committees
ship # attended September, India including Wyeth including Wyeth
out of 2006 Limited (excluding Limited *
five held Private Companies)

Mr. S. J. Higgins
(up to 29.9.2006) NED Nil No 1 Nil
Mr. D. C. Giffin NED Nil No 1 Nil
Mr. S. N. Talwar
(Alternate to Mr. D. C. Giffin) NED-I 3 No 14** 5/4***
Mr. A. W. Khandekar WTD 4 Yes 1 Nil
Mr. A. K. Sharma Appointed Appointed
(w.e.f. 13.6.2007) WTD on after the 1 Nil
13.6.2007 AGM
# NED – Non-Executive Director WTD – Whole-time Director
NED-I – Non-Executive Director – Independent
* Includes only Audit Committees and Shareholder Grievance Committees
** Mr. S. N. Talwar holds Alternate Directorship in 9 Public Limited Companies
*** Includes 2 companies where he is an Alternate Director

3. Re-appointment of Directors :
Mr. S. S. Lalbhai :
Mr. Sunil S. Lalbhai, 47, holds a Master of Science degree in Chemistry, Economic Policy and Planning from
USA. He has wide experience in the management field. He is presently the Managing Director & CEO of
Atul Limited where he has been working since 1983.
In 2006, he was appointed by the Government of India, Ministry of Chemicals & Fertilizers, Department
of Chemicals and Petrochemicals, as Convener of the Sub-Group on Dyestuffs and Dye – intermediates
for preparing a draft report for the Chemical Industry for the 11th Five Year Plan (2007-2012).
Mr. Lalbhai holds 1,125 shares of Rs. 10/- each in the Company. Mr. Lalbhai is also a Director of the
following companies and holds membership in their Board Committees as set out below :
A. Public Companies : B. Governing Body/Council :
1. Atul Limited 1. Lalbhai Dalpatbhai Institute of Indology
2. Navin Fluorine International Limited 2. Shreevallabh Shikshan Sangeet Ashram
C. Committee Memberships :
1. Atul Limited :
Shareholders Grievance Committee Member
Share Transfer Committee Member
Disinvestment Sub-Committee Member
Investment & Strategy Committee Member

2. Navin Fluorine International Limited :


Audit Committee Member
Remuneration Committee Member


Mr. D. E. Udwadia :
Mr. Darius E. Udwadia, 67, M.A., L.L.B., is a Solicitor and Advocate of the Bombay High Court and a
Solicitor of the Supreme Court of England. He has been a partner of M/s. Udwadia & Udeshi, Solicitors
& Advocates, since July, 1997. Prior to this, he was a partner of M/s. Crawford Bayley & Co., Solicitors
& Advocates, for 21 years. His firm and he are legal advisors to many Indian companies, multinational
companies and foreign banks having a presence in India.
Mr. Udwadia does not hold any shares in the Company either by himself or beneficially for any other
person. Mr. Udwadia is also a Director of the following companies and holds membership in their Board
Committees as set out below :
A. Public Companies : B. Private Companies :
1. ABB Limited 1. Avestha Gengraine Technologies Private
Limited
2. ADF Foods Limited 2. Avestha Nordic Research Private
Limited
3. AstraZeneca Pharma India Limited 3. Habasit Iakoka Private Limited
4. Bombay Burmah Trading Corpn Limited 4. JM Financial & Investment Consultancy
Services Private Limited
5. Coromandel Fertilizers Limited 5. JM Financial Consultants Private Limited
6. Development Credit Bank Limited 6. JM Financial Trustee Co Private Limited
7. Eureka Forbes Limited 7. Nitesh Estates Private Limited
8. ITD Cementation India Limited 8. Quantum Advisors Private Limited
9. JM Financial Limited
10. Macmillan India Limited
11. Mechanalysis (India) Limited
12. MPS Technologies Limited
13. Sundaram Clayton Limited
C. Partner in the following Law Firms :
1. Udwadia & Udeshi
2. Udwadia Udeshi & Company
D. Committee Memberships :
1. ABB Limited :
Audit Committee Member
Shareholders Grievance Committee Member

2. AstraZeneca Pharma India Limited :


Audit Committee Member

3. Bombay Burmah Trading


Corporation Limited :
Audit Committee Member

4. Coromandel Fertilizers Limited :


Audit Committee Member

5. Development Credit Bank Limited :


Audit Committee Member

10
Wyeth Limited
6. ITD Cementation India Limited :
Audit Committee Member

7. Macmillan India Limited :


Audit Committee Member

8. Sundaram – Clayton Limited :


Audit Committee Member

9. Wyeth Limited :
Audit Committee Member
Mr. A. K. Sharma :
Mr. Anoop K. Sharma, 56, is responsible for the marketing and sales of pharmaceutical and women’s
healthcare products for the Company. He joined the Company in November 1995, and has held several
positions of increasing responsibility until his present appointment in January 2002. He holds a Bachelor
of Science degree from Delhi University. Mr. Sharma’s expertise is in the fields of sales and marketing.
Mr. Sharma has been awarded the Outstanding Achievement Award for outstanding individual contribution
towards success of the international vaccine business by Wyeth, USA in 1999. He was a member of the
Excellence in Intercon Team for Latin America and Asia Pacific in 2000. He has undergone internship with
Wyeth, USA in 2005 for Tazocin Life Cycle Management and Tygacil Launch Materials Projects.
Mr. Sharma holds 100 equity shares of Rs. 10/- each in the Company. He does not hold membership of
any Committee of the Board of Directors nor is he a Director of any other Company.

4. Audit Committee :
The details of the composition of the Audit Committee and the attendance at the six Audit Committee
meetings by each member, is as follows :

Name Designation Category Attendance out of


six meetings held
Mr. V. D. Narkar Chairman Non-Executive and 5
Independent Director
Mr. D. E. Udwadia Member Non-Executive and 6
Independent Director
Mr. K. K. Maheshwari Member Non-Executive and 4
Independent Director

• The terms of reference of the Audit Committee cover the matters specified for Audit Committees
under Clause 49 of the Listing Agreements with Stock Exchanges and also as required under Section
292A of the Companies Act, 1956.

• The Managing Director and the Finance Director, along with the Statutory Auditors and the Cost
Auditor of the Company are invited to the meetings of the Audit Committee.The Company Secretary
acts as secretary to the Committee.

• During the year under review, the Audit Committee held six meetings, the dates being as follows :
(i) 11th May, 2006 (iv) 29th September, 2006
(ii) 9th June, 2006 (v) 27th October, 2006
(iii) 26th July, 2006 (vi) 19th January, 2007

• The Board of Directors notes the Minutes of the Audit Committee meetings at Board Meetings.

11
5. Remuneration Committee and Remuneration of Directors :
The details of the composition of the Remuneration Committee and the attendance at the Remuneration
Committee meeting by each member, is as follows :
Name Designation Category Attendance out of
one meeting held
Mr. D. E. Udwadia Chairman Non-Executive and 1
Independent Director
Mr. K. K. Maheshwari Member Non-Executive and 1
Independent Director
Mr. S. N. Talwar Member Non-Executive and 1
Independent Director
• The Remuneration Committee inter alia, reviews and recommends the remuneration and commission/
performance incentive of Whole-time Directors based on the performance parameters for the
individuals and the Company, subject to the limits approved by the shareholders and as permitted
by law. The terms of reference of the Remuneration Committee include the matters specified in
Clause 49 of the Listing Agreements with the Stock Exchanges.
• During the year under review, the Remuneration Committee held one meeting on 9th June, 2006.
The Committee passed one resolution on 16th March, 2007, by circulation during the year under
review.
• The Board of Directors notes the Minutes of the Remuneration Committee meetings at Board
Meetings.
• The Remuneration Policy is directed towards rewarding performance. It is aimed at attracting and
retaining high caliber talent by valuing their performance on the basis of their contribution during
the year, considering the prevailing internal and external business environment and at the same time
giving importance to the prevailing competitive market practices.
• The details of the remuneration paid/payable to the Directors during the year ended
31st March, 2007 are set out below :
(Figures in Rupees)
Directors Salary Perquisites Contribution Commission Total
(including to PF,
Performance Superannu-
Incentive, ation and
if any) Gratuity
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Mr. S. S. Lalbhai — — — 80,000 80,000
Mr. K. K. Maheshwari — — — 1,35,000 1,35,000
Mr. D. E. Udwadia — — — 1,90,000 1,90,000
Mr. S. N. Talwar — — — 90,000 90,000
Mr. V. D. Narkar — — — 1,95,000 1,95,000
Mr. R. R. Iyer (Managing Director) 39,79,905 18,28,587 10,93,379 — 69,01,871
Mr. B. R. Arora
(w.e.f. 29.9.2006 up to 13.6.2007) — — — — —
Mr. A. W. Khandekar (WTD) 13,46,608 4,53,831 8,68,273 — 26,68,712
Mr. A. K. Sharma (WTD) Not applicable as Mr. Sharma was appointed on 13th June, 2007
Notes :
• The Agreement appointing Mr. R. R. Iyer as Managing Director of the Company is for a period of
five years commencing from 1st March, 2005. Either party may terminate the Agreement by giving the
other six months prior written notice. In the event of termination by the Company, remuneration

12
Wyeth Limited
for six months shall be payable to the Managing Director. The shareholders at the Annual General
Meeting of the Company held on 3rd September, 2004 approved the re-appointment of Mr. R. R. Iyer
as Managing Director and his remuneration.
• The Agreement appointing Mr. A. W. Khandekar as Whole-time Director of the Company is for
a period of three years commencing from 26th October, 2005. Either party may terminate the
Agreement by giving the other three months prior written notice. In the event of termination by
the Company, remuneration for three months shall be payable to the Whole-time Director.
• The draft Agreement to be executed with Mr. A. K. Sharma, appointing him as Whole-time Director
of the Company is for a period of three years commencing from 13th June, 2007. Either party may
terminate the Agreement by giving the other three months prior written notice. In the event of
termination by the Company, remuneration for three months shall be payable to the Whole-time
Director.
• Commission/Performance Incentive is paid to the Whole-time Directors as a percentage of salary,
based on the performance parameters for the individual and the Company.
• No fees are paid to any of the Directors for their attendance at meetings of the Board or any
Committee thereof.
• The Company does not have a scheme for grant of stock options. Managing/Whole-time Directors
of the Company and Directors in employment with Wyeth, U.S.A., are eligible for stock options
granted by Wyeth, U.S.A.
• The resident Indian Non-Executive Directors receive compensation in the form of commission. The
commission shall not exceed 1% of the net profits of the Company, subject to a limit of Rs. 15 lakhs
per annum so long as the Company has a Managing or Whole-time Director. The commission shall
not exceed 3% of the net profits of the Company, subject to a limit of Rs. 20 lakhs per annum in
case there is no Managing and/or Whole-time Director at any time. The amount of commission is
based on the overall financial performance of the Company and is fixed by the Board of Directors.
The Non-Resident Non-Executive Directors are not paid any remuneration or commission.
• Mr. D. E. Udwadia is a founder partner of Udwadia & Udeshi, Solicitors and Advocates. Udwadia &
Udeshi are the Company’s Solicitors and have a professional relationship with the Company. During
the financial year ended 31st March, 2007, the Company paid Rs. 4,24,240/- to Udwadia & Udeshi,
as fees for the professional services provided by the firm to the Company on specific legal matters
entrusted to them from time to time. The Board does not consider the aforesaid payment to be a
material pecuniary transaction which would affect the independence of judgment of Mr. Udwadia as
a Director.
• Messrs. B. R. Arora, R. S. Poulton and D. C. Giffin, all Non-Executive Directors, are employees of
affiliates/subsidiaries of Wyeth, U.S.A., which holds 51.12% of the Company’s paid-up capital.
• The shareholding of each of the Non-Executive Directors in the Company is as follows :
Sr. Name of the Director No. of equity shares held
No.
1. Mr. R. S. Poulton Nil
2. Mr. B. R. Arora 15
3. Mr. S. S. Lalbhai 1,125
4. Mr. K. K. Maheshwari 1,59,337
5. Mr. D. E. Udwadia Nil
6. Mr. V. D. Narkar 764
7. Mr. D. C. Giffin Nil
8. Mr. S. N. Talwar 200
• Besides dividend on equity shares, if any, held by the Directors, and payments as mentioned above,
no other payments have been made nor have transactions of a pecuniary nature been entered into
by the Directors with the Company.

13
6. Shareholders’ Committees :
(a) Investors’/Shareholders’ Grievance Committee :
The details of the composition of the Investors’/Shareholders’ Grievance Committee and the
attendance at the three Investors’/Shareholders’ Grievance Committee meetings by each member, is
as follows :
Name Designation Category Attendance out of
three meetings held
Mr. K. K. Maheshwari Chairman Non-Executive and 2
Independent Director
Mr. V. D. Narkar Member Non-Executive and 3
Independent Director
Mr. R. R. Iyer Member Managing Director 3
The terms of reference of the Investors’/Shareholders’ Grievance Committee cover the matters
specified under Clause 49 of the Listing Agreements with the Stock Exchanges.
• Mrs. N. N. Thakore, the Company Secretary & Legal Director, has been designated Compliance
Officer. The Company has designated thakorn@wyeth.com as the email id on which investors
may register their complaints.
• During the year under review, the Investors’/Shareholders’ Grievance Committee held three
meetings, on 9th June, 2006, 27th October, 2006 and 19th January, 2007.
• The Board of Directors notes the Minutes of the Investors’/Shareholders’ Grievance Committee
Meetings at Board Meetings.
A summary of complaints received, resolved and pending during the financial year ended
31st March, 2007 is set out below :
Nature of Complaints Received Resolved
Non-receipt of share certificates duly transferred 20 20
Non-receipt of dividend warrants 51 51
Miscellaneous 881 881
Letters from Securities and Exchange Board of India Nil Nil
Letters from Stock Exchanges and Ministry of Corporate Affairs 7* 2
* One complaint has since been resolved. There are four pending complaints in the form of letters
from the Ministry of Corporate Affairs for which the Company has requested additional time to
respond.
(b) Share Transfer Committee :
In addition to the above, the Board also has a Share Transfer Committee.
Members : Mr. R. R. Iyer
Mr. D. E. Udwadia
Mr. V. D. Narkar
Mr. S. N. Talwar
The Chairman is elected at each meeting.
The Share Transfer Committee inter alia deals with matters relating to transfers/transmissions/
transposition/consolidation/issue of share certificates in exchange for sub-divided/consolidated/
defaced share certificates/issue of duplicate share certificates. The meetings of the Share Transfer
Committee are need based.
The Board of Directors notes the Minutes of the Share Transfer Committee Meetings at Board
Meetings.

14
Wyeth Limited
7. General Body Meetings :
The details of the last three Annual General Meetings of the Company and summary of the Special
Resolutions passed thereat are as follows :
Date of AGM Location Time Summary of Special
Resolutions
3rd September, 2004 Patkar Hall, Mumbai-400 020. 3.00 p.m. Delisting of the Company’s
shares from the Ahmedabad
Stock Exchange.
2nd September, 2005 Patkar Hall, Mumbai-400 020. 3.30 p.m. Payment of Commission to
the Directors of the
Company excluding Directors
resident outside India, the
Managing Director and/or
Whole-time Directors.
5th September, 2006 Patkar Hall, Mumbai-400 020. 3.30 p.m. Nil

All Resolutions, including Special Resolutions set out in the respective Notices for the previous three
Annual General Meetings of the Company were passed by the requisite majority of members present
thereat and entitled to vote.
During the financial year ended 31st March, 2007, no Resolution was passed through Postal Ballot.
The Board of Directors propose to obtain the approval of the shareholders to pass the following three
Special Resolutions through postal ballot :
(i) Approval for alteration of the Objects Clause of the Memorandum of Association under
Section 17 of the Companies Act, 1956 (the Act) for including a clause on rendering back office
services to companies;
(ii) Approval for commencement of the aforementioned new business under Section 149 (2A) of the
Act; and
(iii) Approval for alteration of the Articles of Association under Section 31 of the Act for recording
change of the holding company and for deleting the word “Cyanamid” and replacing it with the word
“Wyeth”.
The Board has appointed Mr. P. N. Parikh of Parikh & Associates, Practicing Company Secretaries to act as
Scrutinizer for the Postal Ballot. Mr. Parikh will submit his report upon completion of the Postal Ballot on
17th August, 2007.

8. Disclosures :
(i) There are no materially significant related party transactions, which could have potential conflict with
the interests of the Company at large. The Register of Contracts containing the transactions in which
Directors are interested is placed before the Board regularly for its approval.
(ii) The details of transactions with related parties are disclosed in Note No. 29 of Schedule 18 – Notes
to the Financial Statements.
(iii) The Company at present does not have a Whistle Blower Policy. No personnel of the Company have
been denied access to the Audit Committee.
(iv) The Board has adopted a Code of Conduct including a Business Ethics Policy for its Directors and
Senior Management in its meeting held on 22nd December, 2005. This is available on the Company’s
web site.
The Company has for the financial year ended 31st March, 2007 received from the Board of Directors
and the Senior Management a declaration of compliance with the Code. Senior Management means
members of the Management Committee and Divisional Directors of the Company.

15
(v) The Company follows the Accounting Standards issued by the Institute of Chartered Accountants of
India and in the preparation of the financial statements, the Company has not adopted a treatment
different from that prescribed by any Accounting Standard.
(vi) Risk assessment and minimization procedures are periodically reviewed by the Audit Committee and
the Board of Directors of the Company.
(vii) The Chief Executive Officer and the Chief Financial Officer have certified to the Board of Directors
in the format prescribed in Clause 49(V) of the Listing Agreements with the Stock Exchanges. This
has been reviewed by the Audit Committee and taken on record by the Board of Directors of the
Company.
(viii) The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreements
with the Stock Exchanges. The adoption of non-mandatory requirements has been dealt with later
in this Report.
9. Compliances :
The Company has complied with the requirements of the Listing Agreements with the Stock Exchanges
as well as the Regulations and Guidelines prescribed by the Securities and Exchange Board of India. There
were no penalties or strictures imposed on the Company by any statutory authorities for non-compliance
on any matter related to capital markets, during the last three years.
10. Means of Communication :
The Quarterly, Half-Yearly and Annual Financial Results are published in the following newspapers, namely,
the Financial Express and the Loksatta, Mumbai. The said Financial Results are also available on the
Company’s web site – www.wyethindia.com.
No presentations were made to institutional investors or to analysts during the year under review.
The Management Discussion and Analysis Report forms a part of the Annual Report.
11. General Shareholder Information :
• Annual General Meeting
Date and Time : 31st August, 2007 at 3.30 p.m.
Venue : Y. B. Chavan Auditorium
Chavan Centre, General Jagannath Bhosale Marg,
Mantralaya, Mumbai 400 021.
• Financial Calendar
(i) First Quarter Results : By end July 2007
(ii) Second Quarter Results : By end October 2007
(iii) Third Quarter Results : By end January 2008
(iv) Last Quarter Results/Results for
the year ending 31st March, 2007 : By end June 2008
• Book Closure Dates : 22nd August, 2007 to 31st August, 2007
(both days inclusive)

Dividend Payment Date : On or after 31st August, 2007
Listing of equity shares on

Stock Exchanges and Stock Code : The Bombay Stock Exchange Limited,
Stock Code – 500 095
The National Stock Exchange of India
Stock Code – WYETH
Listing Fees have been paid for the year
1st April, 2007 to 31st March, 2008.
• Demat ISIN for NSDL & CDSL : INE 378A 01012
• 1,06,38,510 equity shares, representing 46.82% of the total Equity Capital were held in the
dematerialized form as on 31st March, 2007.

16
Wyeth Limited
• Market Price Data (High/Low) on BSE during each month :
Month High (Rs.) Low (Rs.)
April 2006 669.90 595.00
May 2006 635.00 550.00
June 2006 593.00 441.00
July 2006 547.00 452.15
August 2006 614.00 468.05
September 2006 605.00 560.65
October 2006 600.00 555.05
November 2006 606.50 502.00
December 2006 523.00 485.30
January 2007 554.35 495.30
February 2007 524.95 470.00
March 2007 505.75 440.00

• Performance of the Company in comparison to the Bombay Stock Exchange Sensex :

• Distribution of Share holding as on 31st March, 2007 :


No. of equity shares held No. of % No. of %
shareholders shares
Up to 500 23,188 96.77 17,63,914 7.76
501 – 1000 390 1.63 3,08,248 1.36
1001 – 2000 159 0.66 2,36,979 1.04
2001 – 3000 67 0.28 1,69,792 0.75
3001 – 4000 24 0.10 85,451 0.38
4001 – 5000 26 0.11 1,18,367 0.52
5001 – 10000 40 0.17 2,90,299 1.28
10001 and above 68 0.28 1,97,47,009 86.91
TOTAL 23,962 100.00 2,27,20,059 100.00

17
• Shareholding Pattern as on 31st March, 2007 :

Category No. of Shares %


Wyeth, USA, and Subsidiaries 1,16,14,102 51.12
Insurance Companies & Banks 8,57,559 3.77
Foreign Institutional Investors 10,84,382 4.77
Non-Resident Individuals & Corporate Bodies 1,10,255 0.49
Mutual Funds 29,94,323 13.18
Domestic Companies 23,61,488 10.39
Resident Individuals 36,97,950 16.28
Total 2,27,20,059 100.00

• Share Registrar and : Datamatics Financial Services Limited


Transfer Agents Plot Nos. A-16 & A-17,
Part B Crosslane
MIDC, Marol, Andheri (E)
Mumbai - 400 093.
Tel : 022 6671 2151 to 6671 2156
Fax : 022 2821 3404
Email : crrao@dfssl.com

All correspondence pertaining to equity shares may be


addressed to the Registrar & Transfer Agents at the aforesaid
address, marked –

Unit : Wyeth Limited

Contact Person : Mr. C. R. Rao

• Share Transfer System : All transfers received are processed and approved by the
Share Transfer Committee which normally meets twice a
month or more depending upon the volume of transfers.

• Company’s Address : The Company Secretary & Legal Director


for correspondence Wyeth Limited
RBC, Mahindra Towers
4th Floor, ‘A’ Wing
Dr. G. M. Bhosale Road
Mumbai - 400 018.
Tel : 2493 5211
Fax : 2491 8791
Website : www.wyethindia.com

• Plant Location : The Company has a state-of-the-art manufacturing facility at


Verna (Goa).

18
Wyeth Limited
II. NON-MANDATORY REQUIREMENTS :
The Company has implemented the following Non-Mandatory requirements recommended under Clause 49
of the Listing Agreements with the Stock Exchanges :
• Remuneration Committee :
A Remuneration Committee comprising three Non-Executive Directors reviews and takes decisions on
compensation of Executive Directors of the Company. The Chairman of the Remuneration Committee is
an Independent Director.
• Financial results of the Company as published in the newspapers are made available to the members on
request and are also available on the Company’s website.

On behalf of the Board of Directors

Mumbai R. R. Iyer
13th June, 2007 Managing Director

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

The Members
Wyeth Limited

We have examined all relevant records of Wyeth Limited for the purpose of certifying compliance with the conditions
of Corporate Governance for the year ended 31st March, 2007, as stipulated in Clause 49 of the Listing Agreements
of the said Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
We state that in respect of investor grievances received during the year ended 31st March, 2007, no investor
grievances are pending for a period exceeding one month as per records maintained by the Company which are
presented to the Shareholders’ Grievance Committee.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing
Agreements.
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.

K. G. Saraf
Proprietor
Saraf and Associates
Place : Mumbai Practising Company Secretary
Date : 13th June, 2007 FCS : 1596 CP:642

19
AUDITORS’ REPORT TO THE MEMBERS OF WYETH LIMITED

1. We have audited the attached Balance Sheet of Wyeth Limited, as at 31st March, 2007, and the related Profit and
Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed
under reference to this report. These financial statements are the responsibility of the company’s management.
Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report)
(Amendment) Order, 2004 (together the ‘Order’) issued by the Central Government of India in terms of sub-
section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks
of the books and records of the company as we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of
the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(a) The Government of India has demanded amounts aggregating to Rs. 2721.17 lakhs (inclusive of total interest
of Rs. 1019.81 lakhs) [Previous year Rs. 1967.92 lakhs] from the company under the Drugs (Prices Control)
Order, 1979. As at 31st March, 2007, the company is carrying cumulative provisions of Rs. 240.50 lakhs
[Previous year Rs. 240.50 lakhs] in respect of such demands. Further, the Government of India raised a
demand of Rs. 1665.65 lakhs on the company under the Drugs (Prices Control) Order, 1995. The company
has provided and paid amounts aggregating to Rs. 1287.93 lakhs [Previous year Rs. 1287.93 lakhs] and
disputed the balance demand of Rs. 377.72 lakhs (inclusive of interest of Rs. 74.19 lakhs) [Previous year
Rs. 377.72 lakhs]. Although the company is contesting the demands, it is not possible to predict the outcome of
these demands [Refer Notes 4(a) and 4(b) of Schedule 18];
(b) In respect of transactions for purchases of services and fixed assets aggregating to Rs. 1397.27 lakhs
with private limited companies in which directors of the company are interested as a director, including
Rs. 256.81 lakhs in the current year, the company has not obtained prior approval of the Central Government of
India as required under Section 297 of the Act [Refer Note 6 of Schedule 18];
(c) 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;
(d) 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;
(e) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
(f) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;
(g) On the basis of written representations received from the directors, as on 31st March, 2007 and taken on
record by the Board of Directors, none of the directors is disqualified as on 31st March, 2007 from being
appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(h) In our opinion and to the best of our information and according to the explanations given to us, subject
to the effect of such adjustments, if any, as might have been required had the outcome of the matters stated in
paragraphs (a) and (b) above been known, the said financial statements together with the notes thereon and

20
Wyeth Limited
attached thereto give in the prescribed manner the information required by the Act and give a true and fair
view in conformity with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2007;
(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Thomas Mathew
Partner
Membership No. 50087
For and on behalf of
Price Waterhouse
Mumbai, 13th June, 2007 Chartered Accountants

21
Annexure to auditors’ Report

[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Wyeth Limited on the financial
statements for the year ended 31st March, 2007]
1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation
of fixed assets.
(b) Fixed assets are physically verified by the management according to a phased programme designed to cover
all the items over a period of three years which, in our opinion, is reasonable having regard to the size of
the company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has
been physically verified by the management during the year and no material discrepancies between the book
records and the physical inventory have been noticed.
(c) In our opinion, a substantial part of fixed assets has not been disposed of by the company during the year.

2. (a) Inventory has been physically verified by the management during the year. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable
and adequate in relation to the size of the company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper
records of inventory. The discrepancies noticed on physical verification of inventory as compared to book
records were not material.
3. (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered
in the register maintained under Section 301 of the Act. Accordingly, clauses (iii)(b) to (iii)(d) of paragraph
4 of the Order are not applicable to the company for the current year.
(b) The company has, in an earlier year, taken an interest free unsecured loan from a party covered in the
register maintained under Section 301 of the Act. The maximum amount involved during the year and the
year-end balance of such loan was Rs. 250.22 lakhs.
(c) In our opinion, the terms and conditions of the aforesaid loan are not prima facie prejudicial to the interest
of the company.
(d) The aforesaid loan is not due for repayment as at the Balance Sheet date.
4. In our opinion, having regard to the explanation that certain items of inventory purchased are of special nature
for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate
internal control system commensurate with the size of the company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our
examination of the books and records of the company, carried out in accordance with the auditing standards
generally accepted in India and according to the information and explanations given to us, we have neither come
across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal
control system.
5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts
or arrangements referred to in Section 301 of the Act have been entered in the register required to be
maintained under that Section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act and
exceeding the value of Rupees Five Lakhs in respect of any party during the year, have been made at prices
which are reasonable having regard to the prevailing market prices at the relevant time. However, in respect
of certain transactions including for purchases of raw materials, finished goods and services, prevailing market
prices at the relevant time are not available as these transactions are of a special nature.
6. The company has not accepted any deposits from the public within the meaning of Section 58A of the Act and
the rules framed there under.

22
Wyeth Limited
  7. In our opinion, the company has an internal audit system commensurate with its size and nature of its
business.
  8. We have broadly reviewed the books of account maintained by the company in respect of the products where,
pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the Act 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 with a view to determine whether these are accurate or complete.
  9. (a) According to the information and explanations given to us and the records of the company examined
by us, in our opinion, the company is generally regular in depositing undisputed statutory dues including
provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax,
wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with
the appropriate authorities in India.
(b) According to the information and explanations given to us and the records of the company examined by
us, there are no dues of income-tax, wealth-tax, service tax, customs duty and cess which have not been
deposited on account of any dispute. The particulars of dues of sales tax and excise duty as at 31st March,
2007 which have not been deposited on account of a dispute, are as follows –
Name of the Nature of dues Amount* Period to Forum where the
statute Rs. in which the dispute is pending
Lakhs amount relates
The Bihar Sales Tax Sales tax on sales returns 15.76 2002-2003 to Sales tax Tribunal
Act, 1959 2004-2005
The West Bengal Sales tax on stock transfers 0.12 2003-2004 Sales tax Tribunal
Sales Tax Act, 1994
The Bombay Sales Sales tax (including interest) 30.11 1995-1996 and Sales tax Tribunal
Tax Act, 1959 on sale of Animal Health 1996-1997
and Nutrition products
and non-submission of
exemption forms
The Delhi Sales Tax Sales tax on 0.24 1998-1999 Additional
Act, 1975 non-submission of Commissioner
exemption forms (Appeals)
The Tamil Nadu Sales tax (including penalty) 22.36 2001-2002 Additional
General Sales Tax on difference in turnover Commissioner
Act, 1959 and exempt sales (Appeals)
The Kerala General Sales tax on difference in 6.13 2002-2003 Assistant
Sales Tax Act, 1963 turnover Commissioner
(Appeals)
The Central Sales Sales tax on non- 21.09 1998-1999, Sales tax Tribunal
Tax Act, 1956 submission of exemption 1999-2000 and
forms, export sales and 2002-2003 to
stock transfers 2004-2005
Sales tax on non- 63.31 2001-2002 and Deputy
submission of exemption 2002-2003 Commissioner
forms (Appeals)
Sales tax on non- 28.86 1997-1998 Additional
submission of exemption Commissioner
forms (Appeals)
* Net of amounts paid under protest or otherwise

23
Name of the Nature of dues Amount* Period to Forum where the
statute Rs. in which the dispute is pending
Lakhs amount relates
The Central Excise Excise duty on disputed 260.00 1975 to 1982, Assistant
Act, 1944 classification of goods 1986-1987, 1993 Commissioner of
and 1997-1998 Central Excise
Excise duty on disputed 104.07 1988 to 1991 Customs, Excise and
classification of goods Service Tax Appellate
Tribunal (CESTAT)
The Central Excise Excise duty on disputed 682.62 1992 to 1997 Commissioner
Act, 1944 classification of goods (Appeals)
Excise duty on alleged 1.56 1998 Assistant
under valuation of goods Commissioner of
Central Excise
Excise duty (including 8.55 1999 Assistant
interest and penalty) on Commissioner of
rejection of refund claimed Central Excise
#Alleged short payment 63.06 1999 to 2002 Customs, Excise and
of Excise duty (including Service Tax Appellate
penalty) on samples Tribunal (CESTAT)

* Net of amounts paid under protest or otherwise


# These dues pertain to goods manufactured for third parties at the company’s facility. The ultimate liability,
if any, shall be borne by the said parties.

10. The company has no accumulated losses as at 31st March, 2007 and has not incurred any cash losses in the
financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, the
company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable
to the company.

14. The company is not a dealer or trader in shares, securities, debentures and other investments.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions during
the year.

16. In our opinion, the company has not obtained any term loans that were not applied for the purposes for which
these were raised.

17. On the basis of an overall examination of the Balance Sheet of the company, in our opinion and according to the
information and explanations given to us, there are no funds raised on short-term basis which have been used
for long-term investment.

24
Wyeth Limited
18. The company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act during the year.

19. The company has not issued any debentures.

20. The company has not raised any money by public issues during the year.

21. During the course of our examination of the books and records of the company, carried out in accordance
with the auditing standards generally accepted in India, we have neither come across any instance of fraud
on or by the company, noticed or reported during the year, nor have we been informed of such case by the
management.

Thomas Mathew
Partner
Membership No. 50087
For and on behalf of
Price Waterhouse
Mumbai, 13th June, 2007 Chartered Accountants

25
Balance Sheet as at 31st March, 2007

Schedules As at As at
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Sources of Funds
Shareholders' Funds
Capital 1 2272.01 2272.01
Reserves and Surplus 2 23394.46 22271.51
25666.47 24543.52
Loan Funds
Unsecured Loans 3 250.22 250.22
Total 25916.69 24793.74

Application of Funds
Fixed Assets 4
Gross Block 7553.96 7653.88
Less: Depreciation and Impairment Loss 3218.73 2967.85
Net Block 4335.23 4686.03
Capital Work-in-Progress (including
advances for capital expenditure) 68.05 49.89
4403.28 4735.92
Investments 5 23.51 23.51
Deferred Taxation 6
Deferred Tax Assets 1435.22 1748.34
Less: Deferred Tax Liability 353.17 366.90
1082.05 1381.44
Current Assets, Loans and Advances
Inventories 7 4624.24 4373.67
Sundry Debtors 8 1927.21 1954.27
Cash and Bank Balances 9 21117.29 18343.18
Loans and Advances 10 4889.55 4538.83
32558.29 29209.95
Less: Current Liabilities and Provisions
Liabilities 11 3134.44 3338.09
Provisions 12 9016.00 7218.99
12150.44 10557.08
Net Current Assets 20407.85 18652.87
Total 25916.69 24793.74
Notes to the Financial Statements 18
Schedules 1 to 12 and 18 referred to above
form an integral part of the Balance Sheet.

In terms of our report of even date Directors : A. W. Khandekar


D. E. Udwadia
Thomas Mathew K. K. Maheshwari
Partner S. N. Talwar
Membership No. 50087
S. S. Lalbhai
For and on behalf of A. K. Sharma
Price Waterhouse Managing Director : R. R. Iyer
Chartered Accountants
Company Secretary & : N. N. Thakore
Legal Director
Mumbai, 13th June, 2007 Mumbai, 13th June, 2007

26
Wyeth Limited
Profit and loss account for the year ended 31st march, 2007

Year ended Year ended


Schedules 31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Income
Gross Sales 31627.42 31540.14
Less: Excise Duty on Sales 2814.69 2811.55
Net Sales 28812.73 28728.59
Knowhow License Fee 225.00 —
Other Income 13 1509.41 2029.88
30547.14 30758.47
Expenditure
Materials Cost 14 8541.93 9474.83
Personnel Cost 15 3627.90 4144.72
Manufacturing and Other Expenses 16 6610.48 8107.62
Interest 17 34.98 28.24
Depreciation 621.08 616.09
19436.37 22371.50
Profit before Taxation 11110.77 8386.97
Provision for Taxation
For the year
Current Tax 1425.00 900.00
Deferred Tax [Refer Note 27(a) of
Schedule 18] 369.59 481.28
Fringe Benefits Tax 73.00 132.00
1867.59 1513.28
For earlier years
Current Tax — 102.00
Fringe Benefits Tax 7.47 —
1875.06 1615.28
Profit after Taxation 9235.71 6771.69
Balance brought forward from previous year 16102.01 16484.12
25337.72 23255.81
Appropriations
Transfer to General Reserve 923.57 677.17
Proposed Dividend 6816.02 5680.01
Tax on Proposed Dividend 1158.38 796.62
Balance Carried to Balance Sheet 16439.75 16102.01
25337.72 23255.81
Earnings per Share – Basic and Diluted 40.65 29.80
(Rs. per Equity Share of Rs. 10 each)
[Refer Note 30 of Schedule 18]
Notes to the Financial Statements 18
Schedules 13 to 18 referred to above form an
integral part of the Profit and Loss Account.
In terms of our report of even date Directors : A. W. Khandekar
D. E. Udwadia
Thomas Mathew K. K. Maheshwari
Partner S. N. Talwar
Membership No. 50087
S. S. Lalbhai
For and on behalf of A. K. Sharma
Price Waterhouse Managing Director : R. R. Iyer
Chartered Accountants
Company Secretary & : N. N. Thakore
Legal Director
Mumbai, 13th June, 2007 Mumbai, 13th June, 2007

27
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2007

As at As at
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 1
Capital
Authorised
23,000,000 Equity Shares of Rs. 10 each 2300.00 2300.00
Issued and Subscribed
22,720,059 Equity Shares of Rs. 10 each fully paid-up 2272.01 2272.01
Of the above:
(a) 440,930 shares were allotted as fully paid-up
pursuant to contracts without payments being
received in cash.
(b) 3,858,030 shares were allotted as fully paid-up
bonus shares by capitalisation of Share Premium and
General Reserve.
(c) 13,294,059 shares were allotted as fully paid-up
pursuant to the Scheme of Amalgamation with
Wyeth Laboratories Limited, John Wyeth (India)
Limited and Wyeth (India) Private Limited without
payments being received in cash.
(d) 4,176,000 shares were allotted as fully paid-up
pursuant to the Scheme of Amalgamation with
Geoffrey Manners & Co. Limited without payments
being received in cash.
(e) 11,614,102 shares are held by the holding company
Wyeth, U.S.A. and its subsidiaries.

Schedule 2
Reserves and Surplus
Share Premium
Balance as per last Balance Sheet 245.20 245.20
General Reserve
Balance as per last Balance Sheet 5924.30 5247.13
Less: Additional liability for Employee Benefits on
adoption of revised Accounting Standard [Refer
Note 27(a) of Schedule 18] 138.36 —
5785.94 5247.13
Add: Transfer from Profit and Loss Account 923.57 677.17
6709.51 5924.30
Profit and Loss Account 16439.75 16102.01
23394.46 22271.51
Schedule 3
Unsecured Loans
From John Wyeth & Brother Limited, India Branch 250.22 250.22

28
Wyeth Limited
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2007

Schedule 4
Fixed Assets
(Rs. in lakhs)
Gross Block (at cost) Depreciation Impairment Loss Net Block
Description As at Addi- Deduc- As at As at For the On As at As at For the On As at As at As at
1.4.06 tions tions 31.3.07 1.4.06 year Deduc- 31.3.07 1.4.06 year Deduc- 31.3.07 31.3.07 31.3.06
tions tions
Leasehold Land 222.46 1.01 0.85 222.62 9.25 2.27 0.29 11.23 — — — — 211.39 213.21
Buildings 111.70 — 43.81 67.89 62.67 2.27 31.97 32.97 — — — — 34.92 49.03
Buildings on Leasehold
Land 1882.43 10.44 — 1892.87 316.01 73.81 — 389.82 — — — — 1503.05 1566.42
Plant and Machinery 4774.91 114.57 322.40 4567.08 2223.85 463.71 271.28 2416.28 36.90 — 36.90 — 2150.80 2514.16
Computer Software 48.66 2.10 0.01 50.75 27.01 9.68 0.01 36.68 — — — — 14.07 21.65
Furniture and Fittings 392.36 4.61 5.99 390.98 118.09 38.80 5.04 151.85 — — — — 239.13 274.27
Vehicles 221.36 167.61 27.20 361.77 174.07 30.54 24.71 179.90 — — — — 181.87 47.29
Total 7653.88 300.34 400.26 7553.96 2930.95 621.08 333.30 3218.73 36.90 — 36.90 — 4335.23 4686.03
Previous year 8963.10 221.45 1530.67 7653.88 3573.15 616.09 1258.29 2930.95 178.86 17.67 159.63 36.90 4686.03

Notes:
1. Net Block includes book value of assets held for sale
As at 31st March,
2007 2006
Rs. in lakhs Rs. in lakhs
Leasehold Land — 0.56
Buildings — 11.84
Plant and Machinery — 9.54
— 21.94

2. Buildings include Rs. 0.01 lakhs being cost of shares in co-operative housing societies.
3. Computer Software is other than internally generated.

As at As at
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 5
Investments
(Long-term, Non-trade, at cost, Unquoted)
In Government Securities
7 years National Savings Certificate 0.01 0.01
In Subsidiary Company
23,500 fully paid-up Equity Shares of Rs. 100 each of
Wyeth Lederle (Exports) Limited [Refer Note 7 of
Schedule 18] 23.50 23.50
23.51 23.51
Aggregate amount of Quoted Investments — —
Aggregate amount of Unquoted Investments 23.51 23.51
23.51 23.51

29
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2007

As at As at
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 6
Deferred Taxation
Deferred Tax Assets
Provision for Gratuity 18.81 14.08
Provision for Leave Encashment and
Compensated Absences 229.41 136.29
Compensation under Voluntary Retirement Schemes 966.73 1367.02
Provision for Doubtful Debts 78.79 85.69
Provision for Doubtful Advances and Deposits 36.93 36.35
Others 104.55 108.91
1435.22 1748.34
Less: Deferred Tax Liability - Depreciation and
Impairment Loss 353.17 366.90
1082.05 1381.44
Schedule 7
Inventories
(At lower of cost and net realisable value)
Stores and Spare Parts 4.54 4.54
Raw Materials 634.93 918.80
Packing Materials 204.37 176.58
Work-in-Progress 74.46 46.79
Finished Goods 3652.01 3152.07
Samples 53.93 74.89
4624.24 4373.67
Schedule 8
Sundry Debtors
Debts outstanding for a period exceeding six months
Considered Good
Secured 1.53 2.03
Unsecured 2.22 10.23
3.75 12.26
Considered Doubtful 231.80 254.57
235.55 266.83
Other Debts
Considered Good
Secured 279.29 230.38
Unsecured 1644.17 1711.63
1923.46 1942.01
2159.01 2208.84
Less: Provision for Doubtful Debts 231.80 254.57
1927.21 1954.27

30
Wyeth Limited
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2007

As at As at
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 9

Cash and Bank Balances


Cash on Hand 1.33 1.20
Cheques on Hand 0.10 19.61
Balances with Scheduled Banks
on Current Accounts 1615.86 5083.05
on Deposit Accounts 19500.00 13239.32
21115.86 18322.37
21117.29 18343.18

Schedule 10

Loans and Advances


(Unsecured, Considered Good unless otherwise stated)
Advances recoverable in cash or in kind or for
value to be received

Considered Good
Secured [Refer Note 8 of Schedule 18] 95.21 97.70
Unsecured 1220.94 1367.29
1316.15 1464.99
Considered Doubtful 78.22 78.22
1394.37 1543.21
Less: Provision for Doubtful Advances 78.22 78.22
1316.15 1464.99
Deposits
Considered Good 595.67 569.46
Considered Doubtful 30.44 30.44
626.11 599.90
Less: Provision for Doubtful Deposits 30.44 30.44
595.67 569.46
Balances with Customs and Excise 186.25 99.36
Current Taxation (Net of Provision) 2791.48 2405.02
4889.55 4538.83

31
SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2007

As at As at
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 11

Liabilities
Sundry Creditors
Small Scale Industrial Undertakings
[Refer Note 11 of Schedule 18] 8.73 6.05
Others 2424.32 2500.19
2433.05 2506.24
Unpaid Dividend* 54.62 42.73
Other Liabilities 646.77 789.12
3134.44 3338.09
*There is no amount due and outstanding to be credited to
Investor Education and Protection Fund.

Schedule 12

Provisions
Provision for Fringe Benefits Tax (Net of Payments) 7.00 —
Proposed Dividend 6816.02 5680.01
Tax on Proposed Dividend 1158.38 796.62
Provision for Gratuity 55.34 41.83
Provision for Leave Encashment and
Compensated Absences 674.92 404.90
Provision for Disputed Demands
[Refer Note 5(a) of Schedule 18]
Central Excise 37.21 37.21
Sales tax 7.66 7.66
44.87 44.87
Provision for Wage Settlement
[Refer Note 5(b) of Schedule 18] 18.97 10.26
Provision for Demands under the Drugs (Prices Control)
Order, 1979 [Refer Note 5(c) of Schedule 18] 240.50 240.50
9016.00 7218.99

32
Wyeth Limited
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31ST MARCH, 2007

Year ended Year ended


31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 13

Other Income

Interest

on Deposits with Banks (Gross)


[Tax deducted at source Rs. 262.40 lakhs
(Previous year Rs. 159.16 lakhs)] 1146.72 754.19

on Overdue Debts 17.58 15.75

on Advances 12.28 50.38

on Income-tax Refund — 0.03

on Others 8.88 6.73


1185.46 827.08

Sale of Scrap [Net of Excise Duty Rs. 0.99 lakh


(Previous year Rs. 0.86 lakh)] 10.47 33.66

Profit on Sale/Assignment/Disposal of Fixed Assets (Net) 227.37 525.66

Insurance Claim for Finished Goods and Samples


damaged due to floods — 593.08

Exchange Gain (Net) 35.65 —

Liabilities no longer required written back 26.98 —

Miscellaneous Income 23.48 50.40


1509.41 2029.88

33
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31ST MARCH, 2007

Year ended Year ended


31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 14
Materials Cost
[Refer Note 9 of Schedule 18]
Raw Materials Consumed
Opening Stock 918.80 575.51
Add: Purchases 2437.05 2975.89
3355.85 3551.40
Less: Closing Stock 634.93 918.80
2720.92 2632.60
Packing Materials Consumed
Opening Stock 176.58 230.23
Add: Purchases 1279.80 1283.59
1456.38 1513.82
Less: Closing Stock 204.37 176.58
1252.01 1337.24
Purchases of Finished Goods 5075.65 4755.93
(Increase)/Decrease in Stocks
Opening Stock
Work-in-Progress 46.79 232.16
Finished Goods 3152.07 3728.08
Samples 74.89 62.57
3273.75 4022.81
Closing Stock
Work-in-Progress 74.46 46.79
Finished Goods 3652.01 3152.07
Samples 53.93 74.89
3780.40 3273.75
(506.65) 749.06
8541.93 9474.83

Schedule 15
Personnel Cost
[Refer Note 12 of Schedule 18]
Salaries, Wages and Bonus 2614.42 2426.83
Contribution to Provident and Other Funds 350.35 364.46
Gratuity 120.70 105.97
Compensation under Voluntary Retirement Schemes 88.33 819.66
Leave Encashment and Compensated Absences 119.34 152.12
Staff Welfare Expenses 334.76 275.68
3627.90 4144.72

34
Wyeth Limited
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31ST MARCH, 2007

Year ended Year ended


31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Schedule 16
Manufacturing and Other Expenses
[Refer Note 12 of Schedule 18]
Consumption of Stores and Spare Parts 50.15 48.35
Power and Fuel 672.53 532.25
Rent 458.56 495.06
Repairs and Maintenance
Buildings 26.46 22.99
Plant and Machinery 200.01 198.67
Others 19.93 19.48
246.40 241.14
Insurance 123.76 123.49
Rates and Taxes
Excise Duty 253.37 83.82
Others 103.28 124.11
356.65 207.93
Processing Charges 423.61 620.23
Legal and Professional Charges 124.00 134.85
Travelling 1142.19 1114.85
Communication 121.02 133.42
Printing and Stationery 51.15 48.07
Auditors' Remuneration 47.47 34.21
Advertisement and Sales Promotion 1430.43 1917.79
Shipping Supplies and Expenses 793.04 782.12
Exchange Loss (Net) — 23.85
Cash Discount (Net) 78.00 71.64
Impairment Loss on Fixed Assets — 17.67
Bad Debts written off 24.54 17.87
Less: Provision 24.54 17.87
— —
Advances and Deposits written off 0.26 54.99
Less: Provision — 20.63
0.26 34.36
Provision for Doubtful Debts 1.77 15.47
Provision for Doubtful Advances and Deposits — 35.42
Commission to Directors 6.83 29.41
Compensation for Surrender of Leased Lands
[Refer Note 10 of Schedule 18] — 1000.00
Miscellaneous Expenses 482.66 446.04
6610.48 8107.62

Schedule 17
Interest
Security Deposits 34.98 28.24

35
Schedule forming part of the Financial Statements
for the year ended 31st March, 2007

Schedule 18
Notes to the Financial Statements
1. Background
Wyeth Limited (the ‘company’) was incorporated on 20th September, 1947 as Lederle Laboratories (India)
Limited and was renamed as Cyanamid India Limited on 31st October, 1962.
On 1st January, 1998, pursuant to a Scheme of Arrangement, the company transferred the Agricultural Products
division to Cyanamid Agro Limited. On the same day, pursuant to a Scheme of Amalgamation, the assets, liabilities
and reserves of Wyeth Laboratories Limited, John Wyeth (India) Limited and Wyeth (India) Private Limited were
transferred to the company with retrospective effect from 1st April, 1996 and the name of the company was
changed to Wyeth Lederle Limited.
On 1st April, 2003, pursuant to a Scheme of Amalgamation, the assets, liabilities and reserves of Geoffrey
Manners & Co. Limited were transferred to the company with retrospective effect from 1st April, 2002 and the
name of the company was changed to Wyeth Limited.

2. Significant Accounting Policies


The financial statements are prepared to comply in all material aspects with the applicable accounting principles
in India, the accounting standards issued by the Institute of Chartered Accountants of India and the relevant
provisions of ‘The Companies Act, 1956’ of India (the ‘Act’). The significant accounting policies are as follows:
(a) Basis of Accounting
The financial statements are prepared in accordance with the historical cost convention.
(b) Fixed Assets
Fixed assets are stated at cost of acquisition, including any attributable cost for bringing the asset to its
working condition for its intended use, less accumulated depreciation and impairment loss.
Depreciation is provided on Straight Line Method, pro-rata to the period of use, at the rates specified in
Schedule XIV of the Act or the rates based on useful lives of the assets as estimated by the management,
whichever are higher. The annual depreciation rates are as under:
Asset Description Depreciation
Rate (%)
Buildings 3.34
Plant and Machinery 10.34
Pollution Control Equipment 25.00
Office Equipment 10.34
Data Processing Equipment 33.33
Computer Software 33.33
Furniture and Fittings 10.00
Vehicles 20.00
Leasehold Land and Leasehold Improvements are amortised over the period of the lease.
Fixed assets costing Rs. 5,000 or less are fully depreciated in the year of acquisition.
Impairment loss is provided to the extent the carrying amount of assets exceed their recoverable amount.
Recoverable amount is the higher of an asset’s net selling price and its value in use. Value in use is the present
value of estimated future cash flows expected to arise from the continuing use of an asset and from its
disposal at the end of its useful life. Net selling price is the amount obtainable from the sale of an asset in
an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal.

36
Wyeth Limited
(c) Investments
Long-term Investments are stated at cost. Provision is made to recognise a decline, other than temporary,
in the value of Long-term Investments. Current Investments are stated at lower of cost and fair value.
(d) Inventories
Inventories are valued at lower of cost and net realisable value. Cost is determined on First-in-First-out
basis. Cost of work-in-progress and finished goods includes labour and manufacturing overheads, where
applicable.
(e) Foreign Currency Transactions
Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction.
Gains and losses arising out of subsequent fluctuations are accounted for on actual payment or realisation.
Monetary items denominated in foreign currency as at the Balance Sheet date are converted at the exchange
rates prevailing on that date. Exchange differences other than those relating to acquisition of fixed assets
from a country outside India are recognised in the Profit and Loss Account. Exchange differences relating to
acquisition of fixed assets from a country outside India are adjusted to carrying cost of fixed assets.
(f) Sales
Sales are recognised when goods are supplied to customers and are recorded net of excise duty, sales tax,
rebates and trade discounts.
(g) Employee Benefits
(i) Long-term Employee Benefits
(a) Defined Contribution Plans
The company has Defined Contribution Plans for post employment benefits in the form of Provident
Fund, Superannuation Fund and Employees’ Pension Scheme which are administered through
Government of India and/or Life Insurance Corporation of India (LIC). Provident Fund, Superannuation
Fund (which constitutes an insured benefit) and Employees’ Pension Scheme are classified as Defined
Contribution Plans as the company has no further obligation beyond making the contributions. The
company’s contributions to Defined Contribution Plans are charged to the Profit and Loss Account
as incurred.
(b) Defined Benefit Plans
The company has Defined Benefit Plans for post employment benefits in the form of Gratuity and
Leave Encashment. Gratuity schemes of the company are administered through trustees and/or LIC.
Gratuity in respect of the employees of erstwhile Geoffrey Manners & Co. Limited is paid to the
fund as per the rules of the fund approved by the Commissioner of Income-tax on the assumption
that all employees retire at the year-end, subject to the same not exceeding 8.33% of salary. The
employees of the company are entitled to Leave Encashment as per the policy of the company.
Liability for Defined Benefit Plans is provided on the basis of valuations, as at the Balance Sheet date,
carried out by independent actuary. The actuarial valuation method used by independent actuary for
measuring the liability is the Projected Unit Credit method.
(c) Other Long-term Employee Benefit
The employees of the company are entitled to Compensated Absences as per the policy of the
company. Liability for Compensated Absences is provided on the basis of valuations, as at the Balance
Sheet date, carried out by independent actuary. The actuarial valuation method used by independent
actuary for measuring the liability is the Projected Unit Credit method.
(ii) Termination benefits in the form of Compensation under Voluntary Retirement Schemes are recognised
as an expense as and when incurred.
(iii) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial
assumptions and are recognised immediately in the Profit and Loss Account as income or expense.
(h) Expenditure on Research and Development
Revenue expenditure is recognised as an expense in the year in which it is incurred and the expenditure on
capital assets is depreciated over the useful lives of the assets.

37
(i) Taxes on Income
Current tax is determined as the amount of tax payable in respect of estimated taxable income for the
year.
Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets, on
timing differences, being the difference between taxable income and accounting income that originate in one
year and are capable of reversal in one or more subsequent years.

(j) Incentive Plan


As a part of the employee retention strategy of the company, the eligible employees are entitled to
receive an incentive based on the price of shares of Wyeth, USA, the holding company. An amount equal to
one-third of the aggregate approximate value of the incentive is recognised as expense each year based on
the fair value of such shares.

3. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 19.94 lakhs
(Previous year Rs. 32.46 lakhs) after adjusting advances of Rs. 5.78 lakhs (Previous year Rs. 14.83 lakhs).

4. Contingent Liabilities
(a) Disputed claims under the Drugs (Prices Control) Order, 1979
(i) Consequent to the Hon’ble Supreme Court Judgements dated 10th April, 1987 and 1st May, 1987
regarding price fixation under the Drugs (Prices Control) Order, 1979, the Government of India (the
‘Government’) made tentative demands against Cyanamid India Limited (CIL), now known as Wyeth
Limited of Rs. 492 lakhs and against erstwhile John Wyeth (India) Limited (JWIL) of Rs. 166.87 lakhs for
the period ended 31st December, 1983 without disclosing the basis thereof. CIL vide its letter dated
16th December, 1987 and JWIL vide its letter dated 1st February, 1988 had disputed these liabilities
inter-alia on the grounds that the review as directed by the Hon’ble Supreme Court Judgements had
not been completed. Subsequently, the Government on public record, revised the demand for the said
period ended 31st December, 1983 to Rs. 389.06 lakhs for CIL and to Rs. 133.46 lakhs for JWIL.
In May 1988, the Government appointed a Price Review Committee (Murthy Committee) to consider
revision of bulk drug prices from 1984 onwards. After considerable deliberations, the Murthy Committee
accepted some of the claims of CIL and JWIL. Based on discussions with the Murthy Committee during
the review of prices effective 1984, and having regard to all known facts and circumstances, CIL made a
provision in the accounts for the period ended March 1989 for Rs. 200 lakhs in respect of the period
1981 to 1987. Out of this provision, CIL to show its good faith and bonafides and without prejudice to
its rights and contentions, deposited a sum of Rs. 100 lakhs into the Drug Prices Equalisation Account.
JWIL had also under protest and without prejudice to its rights and contentions deposited jointly with
Geoffrey Manners and Co. Limited (GM), a total sum of Rs. 45 lakhs into the Drug Prices Equalisation
Account. JWIL was given to understand that the payment of Rs. 45 lakhs would be in full and final
settlement of the demands against GM and JWIL for the period 1981 to May 1987. A provision of Rs.
40.50 lakhs has been made in the books of account.
In June 1990, CIL received a tentative demand from the Government of Rs. 536.91 lakhs for the period
1981 to 1983 which was revised by the Government vide its letter dated 12th June, 1991 to Rs. 490.47
lakhs and JWIL received a demand of Rs. 177.67 lakhs for the period 1981 to 1983 [including approximately
Rs. 22.03 lakhs (revised during the year – previous year Rs. 16.15 lakhs) for the period October 1983
to December 1983]. Both the companies once again disputed these liabilities inter-alia on the grounds
that previous submissions on review against the price fixation orders have not been considered by the
Government. However, the Government made a further tentative demand of Rs. 830.06 lakhs on CIL and
Rs. 299.95 lakhs on JWIL for the period January 1984 to November 1987. CIL and JWIL along with GM,
submitted representations to the Government contesting the demands and requested the Government
to dispose of all pending review applications as directed by the Hon’ble Supreme Court of India and as
decided by the Government in February 1988, before requesting companies to make payments of any
amount. Both companies also urged the Government that the liability must be determined only after
disposal of the review applications in accordance with the directions given by the Hon’ble Supreme
Court of India, and after giving due set offs or adjustments for the period 1984 to 1987.

38
Wyeth Limited
The Government vide its Notification dated 21st March, 1994, constituted a Three Member Committee
to determine the liabilities of drug companies on the alleged overcharged amounts between 1981 and
1987 in accordance with the recommendations of the Murthy Committee and the line of action as
determined by the Government in 1990.
CIL has had several hearings before the said Committee wherein it made its presentations and has been
repeatedly reiterating its request for disclosure of the basis and criteria for the prices fixed in 1981 for
their bulk drugs and formulations. The Committee disclosed some selective data in respect of the price
fixation of the bulk drugs which has been disputed by CIL as incorrect, and CIL sought disclosure in
accordance with the Hon’ble Supreme Court Judgement dated 10th April, 1987. CIL also requested the
Committee to disclose the Murthy Committee recommendations and the line of action determined by
the Government in 1990 to enable it to make effective representation. The hearings before the Drug
Prices Liabilities Review Committee (DPLRC) have been concluded. JWIL has submitted detailed written
submissions to the said Committee relating to the price fixation of the bulk drugs in 1981 and also had
a personal hearing thereafter in October 1995.
During the year, the Government of India has raised a revised demand of Rs. 347.52 lakhs (net of Rs. 45
lakhs paid as deposit earlier) [as against the earlier demand of Rs. 477.62 lakhs (including Rs. 45 lakhs
paid as a deposit)], in respect of Benzathine Penicillin G formulations along with interest thereon of
Rs. 832.47 lakhs (calculated up to 31st August, 2006). The company has disputed the aforesaid revised
demand.
In view of the representations made by the company in respect of the bulk drug Demethylchlortetracycline,
the Department of Chemicals and Petrochemicals, Government of India, has once again granted personal
hearing to the company which is scheduled on 28th June, 2007. Similarly, in respect of the bulk drug
Benzathine Penicillin G, personal hearing has been granted by the Department of Chemicals and
Petrochemicals, Government of India on 29th June, 2007.
Having regard to all relevant facts and circumstances, the company has considered it not necessary to
revise the provision of Rs. 200 lakhs in respect of the period 1981 to 1987 for the demands against CIL
and the provision of Rs. 40.50 lakhs in the books for the demands against JWIL. The amount of provision
so calculated by the company is based on the data derived from the records of the company and
understanding by the management during discussions from time to time with the officials of Government
of India. The management of the company is of the opinion that the demands in respect of these
cases are disputed and would not exceed Rs. 245 lakhs being the amount paid for and/or provided
in the accounts of CIL and JWIL. Further, JWIL took over the business from John Wyeth and Brother
Limited, India Branch, effective 1st October, 1983. The liability, if any, pertaining to the period up to 30th
September, 1983 will be on account of John Wyeth and Brother Limited, India Branch.

(ii) In April 1985, the Government issued a Show Cause Notice to the company directing it to pay into the
Drug Prices Equalisation Account (DPEA) an amount of Rs. 90.05 lakhs on the ground that the prices
of two bulk drugs, namely Dexamethasone 21 Phosphate and Dexamethasone Pure allowed to the
company in the formulations Wymesone injections and Wymesone tablets respectively were higher than
the landed cost of imports.
The company replied to the said Show Cause Notice and requested for certain clarifications. There
was no response from the Government till 1996. Thereafter, the company submitted the
information called for by the Department from time to time. A personal hearing was granted to the
company on 2nd July, 1996 and 13th February, 1997 by the Three Member Committee appointed by the
Government.
By an Order dated 27th August, 1998, the Government rejected all the submissions made by the
company and called upon it to pay Rs. 90.05 lakhs and interest of Rs. 187.34 lakhs (calculated up to
25th August, 1998) into the DPEA. Being aggrieved with the findings/recommendations of the Three
Member Committee and the Order/demand notice issued by the Government, the company filed a Writ
Petition in the Hon’ble Bombay High Court challenging the demand notice as well as findings of the said
Committee.
The Hon’ble Bombay High Court vide its Order dated 24th March, 1999 admitted the Writ
Petition and granted a stay against the operation, implementation and effect of the Government

39
Order dated 27th August, 1998 subject to the company depositing 50% of the principal amount of
demand (Rs. 90.05 lakhs) within 6 weeks from the date of the Order. Accordingly, the company has
deposited Rs. 45 lakhs on 4th May, 1999. The matter is pending final adjudication in the Hon’ble Bombay
High Court.

(iii) The Government issued two notices dated 27th March, 1995 and 10th October, 1995 under the Drugs
(Prices Control) Order (DPCO) calling upon the company to pay Rs. 53.90 lakhs being the difference
between the price of the bulk drug Amoxycillin Trihydrate allowed in the formulation prices thereof and
the actual procurement price paid by the company during the currency of DPCO 1979.
The Organisation of Pharmaceutical Producers of India (OPPI) along with another association, Indian
Drug Manufacturers Association (IDMA) filed a Writ Petition in 1996 in the Hon’ble Bombay High Court
challenging the action of the Government in attempting to recover the amount for the first time under
the provisions of DPCO 1995, for the period covered by DPCO 1979. The Hon’ble Bombay High Court
vide its Orders dated 16th December, 1996 and 30th June, 1997 restrained the Government from taking
any action whatsoever against the members of OPPI and IDMA relating to the implementation of such
notices.
At the hearing before the Three Member Committee appointed by the Government, the company made
representations drawing attention to the aforesaid Orders of the Hon’ble Bombay High Court by which
the company’s case was squarely covered.
In response to an application filed by the company in the pending Writ Petition filed by OPPI/IDMA, the
Hon’ble Bombay High Court vide its Order dated 23rd December, 1998 restrained the Three Member
Committee and the Government from proceeding with the matter/hearing of the company’s case. The
matter is pending final hearing and disposal before the Hon’ble Bombay High Court and the Three
Member Committee.
The demands stated in (i) to (iii) above aggregate to Rs. 2721.17 lakhs (inclusive of total interest of Rs.
1019.81 lakhs) [Previous year Rs. 1967.92 lakhs].

(b) Disputed claim under the Drugs (Prices Control) Order, 1995
National Pharmaceutical Pricing Authority (NPPA) raised a demand of Rs. 1665.65 lakhs (inclusive of interest
of Rs. 74.19 lakhs) on the company towards the alleged non compliance of the Order issued under paragraph
8 of DPCO 1995 in respect of the production of Prednisolone based formulations during the period June
2000 to March 2001 and April 2003 to August 2004. The company has provided and paid amounts aggregating
to Rs. 1287.93 lakhs and disputed the balance demand of Rs. 377.72 lakhs (inclusive of interest of Rs. 74.19
lakhs).
During the year, the Government of India has called upon the company to make payment of the disputed
balance amount. The company has disputed its liability to make such payment and has filed a Writ Petition
against the same in the Hon’ble Bombay High Court.
An ad interim relief by way of stay has been granted by the Hon’ble Bombay High Court vide its Order
dated 23rd January, 2007. The matter is pending adjudication before the Hon’ble Bombay High Court.

As at As at
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
(c) Other claims against the company not
acknowledged as debts
Central Excise 1066.47 1069.04
Income-tax 467.48 299.82
Sales tax 234.56 100.96
Others 0.64 0.64
Note: Future cash outflows in respect of (a) to (c) above are determinable only on receipt of judgements/decisions pending with
various authorities/forums.

40
Wyeth Limited
Provision Amounts
As at 1st made during used during As at 31st
April, 2006 the year the year March, 2007
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
5. Provisions
(a) Provision for Disputed Demands
Central Excise 37.21 — — 37.21
Sales tax 7.66 — — 7.66
44.87 44.87
(b) Provision for Wage Settlement 10.26 35.93 27.22 18.97
(c) Provision for Demands under the Drugs
(Prices Control) Order, 1979
[Refer Note 4(a)(i) to (iii) above]
240.50 — — 240.50
Note: Future cash outflows in respect of (a) and (c) above are determinable only on receipt of judgements/decisions pending
with various authorities/forums. Future cash outflows in respect of (b) above are determinable only on completion of the
settlement with the employees.
6. The company entered into transactions for purchases of services and fixed assets aggregating to Rs. 1397.27 lakhs
(including Rs. 256.81 lakhs in the current year) on an arm’s length basis in the ordinary course of business with
private limited companies in which directors of the company are interested as a director. The company is in the
process of making an application to the Central Government of India seeking condonation for the inadvertent
non-compliance with the provisions of Section 297 of the Act in respect of the aforesaid transactions.
7. The Board of Directors of Wyeth Lederle (Exports) Limited (WLEL), the wholly owned subsidiary of the
company, approved the voluntary winding up of WLEL and filed a Declaration of Solvency along with the audited
financial statements of WLEL for the period 1st April, 2006 to 31st December, 2006 with the Registrar of
Companies in terms of the provisions of the Act. Subsequently, the members of WLEL approved the voluntary
winding up and appointed a liquidator at the extraordinary general meeting held on 5th March, 2007. Accordingly,
the financial statements of WLEL and the consolidated financial statements of the company and WLEL have
not been prepared for the year ended 31st March, 2007. Further, no provision for diminution in the value of
investment in WLEL is necessary as the net assets of WLEL are in excess of its paid-up equity share capital as
at 31st March, 2007.
8. Loans and Advances include due from a director Rs. 4.67 lakhs (Previous year Rs. 6.14 lakhs). Maximum amount
outstanding at any time during the year Rs. 6.14 lakhs (Previous year Rs. 6.76 lakhs).
9. Materials Cost includes cost of samples distributed, free of cost replacements and write-off of broken, damaged
and date expired goods. Previous year’s figure of Materials Cost includes —
(a) Write off of inventory of finished goods of Parenterals Rs. 681.98 lakhs.
(b) Cost of finished goods of Rs. 256.24 lakhs and samples of Rs. 38.44 lakhs damaged due to floods in Mumbai
and surrounding region.
10. Previous year’s figure of Compensation for Surrender of Leased Lands of Rs. 1000 lakhs represents amount paid
to Atul Limited in terms of an agreement dated 26th October, 2005 with them, whereunder Atul Limited agreed
to accept the surrender of lands pertaining to Valsad plant on ‘as in where is’ basis, fifty-four years prior to the
expiry of the leases in their ordinary course and to release and discharge the company from all the company’s
obligations as lessee under the lease deeds including all environmental claims or liabilities, if any, relating to the
surrendered leased lands.
11. The names of Small Scale Industrial Undertakings, to whom the company owes a sum which is outstanding for
more than 30 days at the Balance Sheet date, are Art in Art, Nalanda Packaging and Online Packaging Private
Limited. This information and that given in Schedule 11 — Liabilities regarding Small Scale Industrial Undertakings
has been determined to the extent such parties have been identified on the basis of information available with
the company. This has been relied upon by the auditors.
12. Prior period items included under respective expenditure are Salaries,Wages and Bonus Rs. 100.20 lakhs (Previous
year Rs. 30.15 lakhs), Repairs and Maintenance — Plant and Machinery — Nil (Previous year Rs. 18.66 lakhs),
Legal and Professional Charges Rs. 11.37 lakhs (Previous year — Nil) and Advertisement and Sales Promotion
Rs. 26.14 lakhs (Previous year — Nil).

41
Year ended Year ended
Unit 31st March, 2007 31st March, 2006
Quantity Rs. in lakhs Quantity Rs. in lakhs
13. Sales*
Drugs and Pharmaceuticals
Formulations
Tablets and Capsules Million Nos. 1,938 19051.52 1,950 19031.48
Liquids Kilo Litres 1,836 3503.50 1,988 3420.30
Parenterals Vials 728,216 3721.57 755,349 2938.74
Injections Million Nos. 2 246.40 12 956.22
Injectibles Kilo Litres 1 89.20 1 141.01
Powders and Ointments Kilograms 9,406 172.92 13,340 206.73
Cosmetics and Toiletries
Liquids and Lotions Litres 425,606 2027.63 447,468 2030.36
Kilograms@ (6) (0.01) 2,403 3.75
28812.73 28728.59
*Sales quantities include free issues.
@Negative quantity and value are due to sales returns.

14. Purchases of Finished Goods


Tablets Million Nos. 252 1951.04 245 1982.08
Ointments Kilograms 672 65.31 350 35.84
Parenterals Vials 383,039 2764.29 1,077,152 2475.23
Liquids Kilo Litres 134 295.01 118 262.78
5075.65 4755.93

15. Consumption of Raw Materials


Prednisolone/Hydrocortisone Kilograms 4,335 752.74 3,183 656.40
Levonogestrel/Norgestrel Kilograms 44 385.88 42 321.02
Benzathine Penicillin G Kilograms 1,337 43.27 7,849 282.50
Vitamins Kilograms 1,679 19.78 638 7.24
Oxetacaine Kilograms 3,850 155.75 3,415 164.08
Premarin Tablets Million Nos. 10 399.85 7 88.49
Others — 963.65 1112.87
2720.92 2632.60

% of total Rs. in lakhs % of total Rs. in lakhs


Imported 49 1325.55 42 1095.85
Indigenous 51 1395.37 58 1536.75
100 2720.92 100 2632.60

Notes: (a) Consumption of Raw Materials include consumption by third parties under contract with the company and consumption in
respect of samples.
(b) Components and spare parts referred to in Para 4D(c) of Part II of Schedule VI of the Act are assumed to be those forming part
of the finished goods produced and not those used for maintenance of plant and machinery.

42
Wyeth Limited
As at 31st March, As at 31st March,
2007 2006 2007 2006
Unit Licensed Capacity Installed Capacity@
Quantity Quantity Quantity Quantity
16. Licensed and Installed Capacity
Drugs and Pharmaceuticals
Formulations
Tablets and Capsules Million Nos. * * 1,300 1,300
Cosmetics and Toiletries
Paste, Powders and Creams Kilograms N.A. N.A. — 5,652,000
Liquids and Lotions Litres N.A. N.A. — 2,700,000
Kilograms N.A. N.A. — 2,650,000
Nos. N.A. N.A. — 1,440,000
Others (including Lubricants) Litres N.A. N.A. — 300,000
Kilograms N.A. N.A. — 30,000

N.A.: Not Applicable


* Licensed Capacity is not applicable as industrial licensing has been abolished in respect of these products vide notification No. SO-477(E)
dated 25th July, 1991 as amended vide Press Release Note no. 4 of the 1994 series dated 25th October, 1994 issued by the Department
of Industrial Development, Ministry of Industry, Government of India.
@ Installed Capacity (formulations at Goa plant on single shift basis) being a technical matter, is certified by the management and relied upon
by the auditors.

Year ended Year ended


Unit 31st March, 2007 31st March, 2006
Quantity Quantity

17. Production#
Drugs and Pharmaceuticals
Basic Bulk Drugs
Demethylchlortetracycline Kilograms — 2,566
Formulations
Tablets and Capsules Million Nos. 1,754 1,679
Liquids Kilo Litres 1,855 1,681
Injections Million Nos. 1 9
Injectibles Kilo Litres — 1
Powders and Ointments Kilograms 499 18,216
Cosmetics and Toiletries
Liquids and Lotions Litres 449,590 478,855
# Includes quantities captively consumed and goods
manufactured at third party manufacturing facilities.

43
Year ended Year ended
Unit 31st March, 2007 31st March, 2006
Quantity Rs. in lakhs Quantity Rs. in lakhs
18. Opening Stock
Formulations
Tablets and Capsules Million Nos. 266 1215.18 382 1247.71
Liquids Kilo Litres 242 174.41 507 367.74
Parenterals Vials 505,155 1074.50 764,938 1045.61
Injections Million Nos. 1 69.75 5 275.87
Injectibles Kilo Litres 1 7.99 1 8.81
Ointments Kilograms 9,652 60.28 7,997 116.80
Cosmetics and Toiletries
Paste, Powders and Creams Kilograms — — 1,172 0.78
Liquids and Lotions Litres 96,357 132.59 72,316 95.10
Kilograms 303 0.38 2,850 3.18
Tooth Brushes Nos. ‘000 — — 29 0.83
Excise duty on goods manufactured 491.88 628.22
3226.96 3790.65

19. Closing Stock*


Formulations
Tablets and Capsules Million Nos. 266 1309.86 266 1215.18
Liquids Kilo Litres 344 271.18 242 174.41
Parenterals Vials 142,088 1476.63 505,155 1074.50
Injections Million Nos. — 6.44 1 69.75
Injectibles Kilo Litres — 0.09 1 7.99
Ointments Kilograms 499 30.93 9,652 60.28
Cosmetics and Toiletries
Liquids and Lotions Litres 77,764 122.33 96,357 132.59
Kilograms 66 0.07 303 0.38
Excise duty on goods manufactured 488.41 491.88
3705.94 3226.96
*Quantities are net of samples distributed, free of cost
replacements and write-off of broken, damaged and date
expired goods.

20. CIF Value of Imports


Raw Materials 1199.67 1010.08
Goods for Resale 2618.97 1376.94
Capital Goods 4.17 64.93
Others 13.66 4.81

21. Expenditure in Foreign Currency (on payment basis)


Travelling 62.85 74.24
Others 96.86 106.11

44
Wyeth Limited
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
22. Earnings in Foreign Exchange
FOB Value of Exports
[including exports of Rs. 91.78 lakhs
(Previous year Rs. 102.12 lakhs) to Nepal] 125.08 124.25
Freight 0.67 0.62

23. Remittance of Dividend to Non-resident Shareholders


Number of Shareholders 3 3
Number of Equity Shares held 11,614,102 11,614,102
Amount remitted (Rs. in lakhs) 2903.53 2322.82
Year to which the dividend related 31st March, 2006 31st March, 2005

24. Auditors’ Remuneration


Audit Fees 30.34 22.39
Tax Audit Fees 3.37 2.36
Other Services 12.99 9.04
Reimbursement of Expenses 0.77 0.42
47.47 34.21

25. Managerial Remuneration@


Salary and Allowances 66.21 66.55
Contribution to Provident and Other Funds 19.62 20.44
Perquisites 8.83 13.01
Commission 6.83 29.41
101.49 129.41
@Excludes provision for incentive based on the price of
shares of Wyeth, USA, the holding company.
Computation of Net Profit in accordance with
Section 349 and Section 309(5) of the Act
Profit before Taxation as per Profit and Loss Account 11110.77 8386.97
Add: Depreciation as per Profit and Loss Account 621.08 616.09
Impairment Loss on Fixed Assets — 17.67
Managerial Remuneration 101.49 129.41
Provision for Doubtful Advances and
Deposits (Net) — 14.79
722.57 777.96
11833.34 9164.93
Less: Depreciation under Section 350 of the Act 621.08 616.09
Provision for Doubtful Debts (Net) 22.77 2.40
Knowhow License Fee 225.00 —
Capital Profit on Sale/Assignment of
Fixed Assets 237.32 568.17
1106.17 1186.66
Net Profit under Section 349 of the Act 10727.17 7978.27

45
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs

Commission payable to Managing Director and


Whole-time Directors @ 10% of the Net Profit
under Section 349 of the Act 1072.72 797.83
Restricted by the Board of Directors to — 23.55
Commission payable to Non-whole time Directors
@1% of the Net Profit under Section 349 of the Act 107.27 79.78
Restricted by the Board of Directors to 6.83 5.86

26. Expenditure on Research and Development


Revenue 59.18 50.97

27. Employee Benefits


(a) The company has, with effect from 1st April, 2006, adopted Accounting Standard 15, Employee Benefits
(revised 2005), issued by the Institute of Chartered Accountants of India. Consequently, the company has
recorded the difference between the liability for employee benefits as at 1st April, 2006 as per revised AS 15
and the liability that would have been recognised at the same date as per the pre-revised AS 15, amounting
to Rs. 138.36 lakhs [net of deferred tax credit of Rs. 70.20 lakhs], as a deduction from General Reserve as
at 1st April, 2006 and Personnel Cost for the current year include additional charge of Rs. 33.32 lakhs.
(b) The company has classified various employee benefits as under:

Year ended
31st March, 2007
Rs. in lakhs

(A) Defined Contribution Plans


The company has recognised the following amounts in the Profit and
Loss Account for the year:
(i) Contribution to Provident Fund 133.84
(ii) Contribution to Superannuation Fund 171.51
(iii) Contribution to Employees’ Pension Scheme 45.00
(iv) Contribution to Employees’ State Insurance Scheme 9.48

(B) Defined Benefit Plans


Valuations in respect of Gratuity, Leave Encashment and
Compensated Absences have been carried out by independent actuary,
as at the Balance Sheet date, based on the following assumptions:
(a) Discount Rate (per annum) 8%
(b) Rate of increase in Compensation Levels 4%
(c) Rate of Return on Plan Assets 8%
(d) Expected Average remaining working lives of employees in number of years 22

46
Wyeth Limited
Year ended
31st March, 2007
Leave
Encashment
and
Compensated
Gratuity Absences
Rs. in lakhs Rs. in lakhs
(i) Changes in the Present Value of Obligation
(a) Present Value of Obligation as at 1st April, 2006 721.58 614.18
(b) Interest Cost 45.06 43.87
(c) Past Service Cost — —
(d) Current Service Cost 53.27 124.43
(e) Curtailment Cost/(Credit) — —
(f) Settlement Cost/(Credit) — —
(g) Benefits Paid (93.56) (58.60)
(h) Actuarial Loss/(Gain) 87.25 (48.96)
(i) Present Value of Obligation as at 31st March, 2007 813.60 674.92
(ii) Changes in the Fair value of Plan Assets
(a) Fair Value of Plan Assets as at 1st April, 2006 830.17 —
(b) Expected Return on Plan Assets 60.10 —
(c) Actuarial Gain/(Loss) 4.78 —
(d) Employers’ Contributions 23.79 —
(e) Benefits Paid (93.56) —
(f) Fair Value of Plan Assets as at 31st March, 2007 825.28 —
(iii) Percentage of each Category of Plan Assets to total Fair Value of
Plan Assets as at 31st March, 2007
(a) Bank Deposits (Special Deposit Scheme, 1975) 8% —
(b) Administered by Life Insurance Corporation of India 92% —
(iv) Reconciliation of the Present Value of Defined Benefit Obligation and
the Fair Value of Assets
(a) Present Value of Funded Obligation as at 31st March, 2007 813.60 —
(b) Fair Value of Plan Assets as at 31st March, 2007 825.28 —
(c) Funded (Asset)/Liability recognised in the Balance Sheet (Net) (11.68) —
(d) Present Value of Unfunded Obligation as at 31st March, 2007 — 674.92
(e) Unrecognised Past Service Cost — —
(f) Unrecognised Actuarial (Gains)/Losses — —
(g) Unfunded Net Liability recognised in the Balance Sheet — 674.92
(v) Amount recognised in the Balance Sheet
(a) Present Value of Obligation as at 31st March, 2007 813.60 674.92
(b) Fair Value of Plan Assets as at 31st March, 2007 825.28 —
(c) (Asset)/Liability recognised in the Balance Sheet (Net) (11.68) 674.92
(vi) Expenses recognised in the Profit and Loss Account
(a) Current Service Cost 53.27 124.43
(b) Past Service Cost — —
(c) Interest Cost 45.06 43.87
(d) Expected Return on Plan Assets (60.10) —
(e) Curtailment Cost/(Credit) — —
(f) Settlement Cost/(Credit) — —
(g) Net actuarial (Gain)/Loss 82.47 (48.96)
(h) Total Expenses recognised in the Profit and Loss Account 120.70 119.34

47
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
28. Segment Information
(A) Information in respect of Primary Segments
(I) Segment Revenue
Pharmaceuticals
Revenue from External Customers 25248.37 25744.58
Inter-segment Revenue — —
25248.37 25744.58
Others
Revenue from External Customers 3650.70 3605.25
Inter-segment Revenue — —
3650.70 3605.25
Eliminations — —
28899.07 29349.83

(II) Segment Result


Pharmaceuticals 8692.11 7403.37
Others 805.57 603.20
Operating Profit 9497.68 8006.57
Profit on Assignment/Sale of Leasehold Land
and Buildings 237.61 581.56
Knowhow License Fee 225.00 —
Compensation for Surrender of Leased Lands — (1000.00)
Interest Expense (34.98) (28.24)
Interest Income 1185.46 827.08
Provision for Taxation (1875.06) (1615.28)
Profit after Taxation 9235.71 6771.69

(III) Other Information


(a) Segment Assets
Pharmaceuticals 13717.21 16842.13
Others 952.88 1459.40
14670.09 18301.53
Unallocated Corporate Assets 23750.21 17416.19
38420.30 35717.72

(b) Segment Liabilities


Pharmaceuticals 3935.28 3776.54
Others 233.76 303.91
4169.04 4080.45
Unallocated Corporate Liabilities 8584.79 7093.75
12753.83 11174.20

(c) Capital Expenditure


Pharmaceuticals 295.08 193.15
Others 23.42 24.71
318.50 217.86

48
Wyeth Limited
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
(d) Depreciation
Pharmaceuticals 601.32 602.76
Others 19.76 13.33
621.08 616.09
(e) Impairment Loss on Fixed Assets
Pharmaceuticals — 17.67
Others — —
— 17.67
Note: There are no non-cash expenses other than
Depreciation and Impairment Loss.
(B) Information in respect of Secondary Segments
(I) Segment Revenue (Sales to External
Customers)
India 28773.99 29225.58
Other Countries 125.08 124.25
28899.07 29349.83
(II) Carrying amount of Segment Assets
India 38420.30 35717.72
Other Countries — —
38420.30 35717.72
(III) Capital Expenditure
India 318.50 217.86
Other Countries — —
318.50 217.86
Notes:
(a) The primary reporting of the company is based on the business segments. The businesses of the company comprise of Pharmaceuticals
and Other businesses. The operational performance of the business is reviewed by the management based on such segregation.
(i) Pharmaceuticals segment comprise of Formulations. Formulations comprise of Oral Contraceptives, Hormone Replacement Therapy,
Antibiotics, Vaccines, Steroids and other prescription medicines.
(ii) Others comprise of OTC pharmaceuticals, Cosmetics and other allied consumer products.
(b) Secondary segment reporting is based on the geographical location of customers. Revenue is segregated into two segments namely India
(sales to customers within India) and Other Countries (sales to customers outside India) for the purpose of reporting geographical
segments.
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
(c) Segment Revenue comprises of -
Sales 28812.73 28728.59
Other Income 1509.41 2029.88
Interest Income (1185.46) (827.08)
Profit on Assignment/Sale of Leasehold
Land and Buildings (237.61) (581.56)
86.34 621.24
28899.07 29349.83

(d) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for the preparation of
financial statements as disclosed in Note 2 above.

49
29. Related Party Disclosures
(A) Enterprises where control exists
(a) Holding Company Wyeth, U.S.A.
(b) Subsidiary Company Refer Note 7 above
(B) Other Related Parties with whom the company had transactions during the year
(a) Fellow Subsidiaries AHP Manufacturing BV
Cyanamid International Corporation Limited
John Wyeth & Brother Limited
Wyeth (Singapore) Pte. Limited
Wyeth Ayerst (Thailand) Limited
Wyeth Ayerst International Inc.
Wyeth Ayerst Lederle Inc.
Wyeth Canada Inc.
Wyeth Holdings Corporation
Wyeth Lederle Vaccines SA
Wyeth Medica
Wyeth Pharmaceuticals France SAS
Wyeth Philippines Inc.
Wyeth Regional Manufacturing (Singapore) Pte. Limited
(b) Key Management Personnel R. R. Iyer
A. W. Khandekar
Disclosure of transactions between the company and related parties and outstanding balances as at the year
end:
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs
(a) Holding Company
Dividend paid 2006.33 1605.06
Reimbursement of Expenses 4.40 —
Recovery of Expenses — 0.35
Balance as at the year end –
Outstanding Receivable — 0.35
Outstanding Payable 4.40 —
(b) Fellow Subsidiaries
Dividend paid
John Wyeth & Brother Limited 315.00 252.00
Wyeth Holdings Corporation 582.20 465.76
897.20 717.76

Purchases of Raw Materials


Cyanamid International Corporation
Limited 327.05 64.85
Wyeth Ayerst International Inc. — 229.88
Wyeth Medica 272.13 73.62
599.18 368.35

50
Wyeth Limited
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs

Purchases of Finished Goods


Cyanamid International Corporation 1581.60 442.81
Limited
Wyeth Ayerst Lederle Inc. 912.56 904.13
Others 124.81 30.00
2618.97 1376.94

Purchase of Samples
Cyanamid International Corporation
Limited 1.16 —
Sale of Finished Goods
Wyeth Philippines Inc. 16.55 —
Reimbursement of Expenses
Wyeth Ayerst International Inc. 31.97 39.55
Others 1.06 1.67
33.03 41.22

Recovery of Expenses
Wyeth Ayerst International Inc. 177.52 141.02
Wyeth Lederle Vaccines SA 67.04 —
Others 6.14 7.59
250.70 148.61

Receipt of Advance
Wyeth Ayerst International Inc. — 50.00
Balances as at the year end –
Outstanding Receivables
John Wyeth & Brother Limited 15.35 12.87
Wyeth Ayerst International Inc. 12.66 0.24
Others 0.97 0.81
28.98 13.92

Outstanding Payables
Cyanamid International Corporation
Limited 113.48 201.10
John Wyeth & Brother Limited 250.22 250.22
Wyeth Ayerst International Inc. 2.99 50.00
Wyeth Ayerst Lederle Inc. 354.34 444.87
Others 9.24 25.24
730.27 971.43

51
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs
(c) Key Management Personnel
Remuneration
R. R. Iyer 68.18 92.22
A. W. Khandekar 26.48 11.82
A. Bhadra — 19.51
94.66 123.55

Loan granted
A. Bhadra — 12.00
Balance as at the year end –
Outstanding Receivables –
Loans and Advances
A. W. Khandekar 4.67 6.14

30. Basic earnings per share has been calculated by dividing profit for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year. The company has not issued any
potential equity shares and accordingly, the basic earnings per share and diluted earnings per share are the same.
Earnings per Share has been computed as under:
Year ended Year ended
31st March, 2007 31st March, 2006
Profit after Taxation (Rs. in lakhs) 9235.71 6771.69
Weighted average number of shares 22,720,059 22,720,059
Earnings per Share (Rs. per Equity Share
of Rs. 10 each) – Basic and Diluted 40.65 29.80

31. Disclosures in respect of cancellable agreements for office premises, warehouses and residential premises taken
on lease
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs
(a) Operating lease payments recognised in the
Profit and Loss Account 445.52 484.95
(b) Significant leasing arrangements
(i) The company has given refundable interest free security deposits under certain agreements.
(ii) Certain agreements contain provision for renewal.

32. Incentive based on the price of shares of Wyeth, USA, the holding company
Year ended Year ended
31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs
(a) Amount recognised as expense for the year 21.10 135.26
(b) Total carrying amount of the corresponding
liability at the year end 99.91 113.73

33. Previous year figures have been regrouped where necessary.

52
Wyeth Limited
34. Balance Sheet Abstract and Company's General Business Profile
I. Registration Details
Registration No. 5 9 6 3 State Code 1 1

Balance Sheet Date 3 1 0 3 0 7


Date Month Year
II. Capital raised during the year (Amount in Rs.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 Rs.Thousands)
Total Liabilities Total Assets*
2 5 9 1 6 6 9 2 5 9 1 6 6 9
*Include Deferred Taxation of Rs. 108,205(000).
Sources of Funds
Paid-up Capital Reserves & Surplus
2 2 7 2 0 1 2 3 3 9 4 4 6
Secured Loans Unsecured Loans
N I L 2 5 0 2 2
Application of Funds
Net Fixed Assets Investments
4 4 0 3 2 8 2 3 5 1
Net Current Assets Misc. Expenditure
2 0 4 0 7 8 5 N I L
Accumulated Losses
N I L
IV. Performance of Company (Amount in Rs.Thousands)
Turnover Total Expenditure
3 0 5 4 7 1 4 1 9 4 3 6 3 7
+ – Profit/Loss before tax + – Profit/Loss after tax
ü 1 1 1 1 0 7 7 ü 9 2 3 5 7 1
(Please tick Appropriate box + for Profit, – for Loss)
Earning per Share in Rs. Dividend rate %
4 0 . 6 5 3 0 0
V. Generic Names of Three Principal Products/Services of Company (as per monetary terms)
Item Code No. (ITC Code) 3 0 0 6 6 0 . 0 0
Product Description O R A L C O N T R A C E P T I V E S
Item Code No. (ITC Code) 2 9 3 7 9 9 . 0 9
Product Description A N T A C I D
Item Code No. (ITC Code) 2 9 3 6 2 9 . 1 0
Product Description F O L I C A C I D
Signatures to Schedules 1 to 18
Directors : A. W. Khandekar
D. E. Udwadia
K. K. Maheshwari
S. N. Talwar
S. S. Lalbhai
A. K. Sharma
Managing Director : R. R. Iyer
Company Secretary & : N. N. Thakore
Legal Director
Mumbai, 13th June, 2007

53
Cash Flow Statement for the year ended 31st March, 2007

Year ended Year ended


31st March, 2007 31st March, 2006
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
A. Cash flow from operating activities
Net Profit before Taxation 11110.77 8386.97
Adjustments for —
Depreciation 621.08 616.09
Impairment Loss on Fixed Assets — 17.67
Interest Expense 34.98 28.24
Unrealised Exchange (Gain)/Loss (Net) (7.45) 0.31
Knowhow License Fee (225.00) —
Interest Income (1185.46) (827.08)
Profit on Sale/Assignment/Disposal of Fixed Assets (Net) (227.37) (525.66)
(989.22) (690.43)
Operating profit before working capital changes 10121.55 7696.54
Adjustments for —
Trade and Other Receivables (135.44) 805.98
Inventories (250.57) 461.06
Trade and Other Payables (115.30) (2538.70)
(501.31) (1271.66)
Cash generated from operations 9620.24 6424.88
Direct Taxes paid (including Fringe Benefits Tax and net
of refund of taxes) (1884.93) (371.95)
Net cash from operating activities 7735.31 6052.93
B. Cash flow from investing activities
Purchase of Fixed Assets (including advances for capital
expenditure) (327.61) (272.96)
Sale of Fixed Assets 257.43 638.41
Knowhow License Fee received 225.00 —
Interest received 1383.70 749.07
Net cash from investing activities 1538.52 1114.52
C. Cash flow from financing activities
Interest paid (34.98) (29.83)
Dividend paid (5668.12) (4532.25)
Tax paid on Dividend (796.62) (637.30)
Net cash used in financing activities (6499.72) (5199.38)
Net increase in cash and cash equivalents 2774.11 1968.07
Cash and Cash Equivalents – Opening Balance 18343.18 16375.11
Cash and Cash Equivalents – Closing Balance 21117.29 18343.18
Notes:
1. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard – 3
on Cash Flow Statements, issued by the Institute of Chartered Accountants of India.
2. Cash and Cash Equivalents include balances aggregating to Rs. 54.62 lakhs (Previous year Rs. 42.73 lakhs) with scheduled
banks on current accounts in respect of unpaid dividend, which are not available for use by the company.
3. Previous year figures have been regrouped where necessary.
In terms of our report of even date Directors : A. W. Khandekar
D. E. Udwadia
Thomas Mathew K. K. Maheshwari
Partner S. N. Talwar
Membership No. 50087
S. S. Lalbhai
For and on behalf of A. K. Sharma
Price Waterhouse Managing Director : R. R. Iyer
Chartered Accountants
Company Secretary & : N. N. Thakore
Legal Director
Mumbai, 13th June, 2007 Mumbai, 13th June, 2007

54
Wyeth Limited
STATEMENT PURSUANT TO SECTION 212(1) AND (3) OF THE COMPANIES ACT,
1956

WYETH LEDERLE (EXPORTS) LIMITED Rupees in lakhs

(1) Holding Company’s Interest:


Wyeth Limited held the entire issued and paid-up capital of
its above subsidiary consisting of 23,500 equity shares of
the face value of Rs. 100 each fully paid-up as at 31st March, 2007

(2) Net aggregate amount of subsidiary’s profit/loss not dealt


with in the Holding Company’s accounts:
(i) Profit/(Loss) for the subsidiary’s financial year ended 31st March, 2007 (0.64)
(ii) Profit/(Loss) for its previous financial years 13.82

(3) Net aggregate amount of subsidiary’s Profit/(Loss) dealt


with in the holding company’s accounts:
(i) Profit/(Loss) for the subsidiary’s financial year ended 31st March, 2007 Nil
(ii) Profit/(Loss) for its previous financial years. 522.93

Note: Wyeth Lederle (Exports) Limited (WLEL), passed on 5th March, 2007, a resolution for voluntary winding up
under the provisions of the Copmpanies Act, 1956. A Liquidator has been appointed, who is in the process
of liquidating the assets. Since WLEL was not operational at the close of the Company’s financial year, WLEL’s
financial statements are not annexed to the Company’s Financial Statements.

Directors : A. W. Khandekar
D. E. Udwadia
K. K. Maheshwari
S. N. Talwar
S. S. Lalbhai
A. K. Sharma
Managing Director : R. R. Iyer
Company Secretary & : N. N. Thakore
Legal Director
Mumbai, 13th June, 2007

55
SELECT FINANCIAL DATA
(Rs. Lakhs)

Description 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998

SALES & EARNINGS


Sales 28813 28729 25550 31351 29728 27450 29474 25970 25354 21577
Other Income 1509 2030 4302 892 906 1368 1052 632 480 644
Profit before Tax 11111 8387 4604 6791 4695 6451 4979 4402 3910 3487
Profit after Tax 9243 6874 4296 5674 3040 4289 3176 2772 2690 2351
Prior year expenses &
tax adjustments 7 102 396 (217) 16 68 — 124 234 (70)
Dividend 6816 5680 4544 2272 1363 1184 888 790 790 691
Balance in Profit and Loss Account 16440 16102 16484 18161 15432 13883 11271 9394 7888 6609

ASSETS
Fixed Assets — Gross 7554 7654 8963 11333 11324 6816 4633 4925 4851 4479
— Net 4403 4736 5264 6762 7420 6714 2251 2072 2202 2067
Investments 24 24 24 24 24 24 24 24 70 320
Net current Assets 20408 18653 17348 17979 14376 11269 12468 10478 8492 7181
Deferred tax Assets — Net 1082 1381 1863 1020 637 367 390 159 337 196
Miscellaneous expenditure — — — — — 114 319 522 456 320
Total Assets — Net 25917 24794 24499 25785 22457 18488 15452 13255 11557 10084

REPRESENTED BY
Net Worth 25666 24544 24249 25535 22207 18238 15202 13004 11306 9728
Share Capital 2272 2272 2272 2272 2272 1974 1974 1974 1974 1974
Reserve & Surplus 23394 22272 21977 23263 19935 16264 13228 11030 9332 7754
Borrowings 250 250 250 250 250 250 250 251 251 356
Long Term 250 250 250 250 250 250 250 251 251 300
Short Term — — — — — — — — — 56
Total Funds 25917 24794 24499 25785 22457 18488 15452 13255 11557 10084

RATIOS
Profit before tax to Sales (%) 38.56 29.19 18.02 21.66 15.79 23.50 16.89 16.95 14.50 16.16
Profit after tax to Sales (%) 32.07 23.93 16.81 18.10 10.23 15.62 10.78 10.20 10.61 11.22
Earning per equity share (Rs.) 40.65 29.80 17.17 25.93 13.03 21.38 16.09 13.41 13.63 12.26
Book value of equity share (Rs.) 112.97 108.03 106.70 112.39 97.74 92.40 77.01 65.87 57.27 49.28
Dividend per equity share (Rs.) 30.00 25.00 20.00 10.00 6.00 6.00 4.50 4.00 4.00 3.50
Net Fixed Assets to Net Worth (%) 17.15 19.30 21.71 26.48 33.41 36.81 14.81 15.93 19.48 21.25

56
REVENUE DISTRIBUTION
Total Income Rs. 30547.14 lakhs ( Rs. 30758.47 lakhs)

MISSION
We bring to the world pharmaceutical and healthcare products that improve lives Depreciation
and deliver outstanding value to our customers and shareholders. 2.1% (2.0%) Interest 0.1% (0.1%)

VRS expenses
0.3% (2.6%) Materials
28.0% (30.8%)
Tax
6.1% (5.3%)
VISION
Our vision is to lead the way to a healthier world. By carrying out this vision at
every level of our organization, we will be recognized by our employees, customers
and shareholders as the best pharmaceutical company in the world, resulting in value
for all.

We will achieve this by being accountable for:


1. Leading the world in innovation through pharmaceutical, biotech and vaccine
technologies
2. Making trust, quality, integrity and excellence hallmarks of the way we do business
3. Attracting, developing and motivating our people
4. Continually growing and improving our business Employee cost*
5. Demonstrating efficiency in how we use resources and make decisions 11.6 % (10.8%)
Profit after tax
30.2% (22.0%)

VALUES
To achieve our mission and realize our vision, we must live by our values :

Quality
We are committed to excellence in the results we achieve and in how we achieve
them.

Integrity Manufacturing and other expenses


We do what is right for our customers, our communities, our shareholders and
ourselves.
21.6% (26.4%)
(Previous year figures are given in brackets)
Respect for people
We promote a diverse culture and a commitment to mutually respect our employees, our
customers and our communities.

Leadership *Number of Employees


We value people at every level who lead by example, take pride in what they do
and inspire others.
Category 31.3.2007 31.3.2006
Collaboration - “Teamwork”
We value teamwork - working together to achieve common goals is the foundation Sales and Marketing 619 651
of our success.
Manufacturing and Quality Assurance 178 184

General Management 80 85

Total 877 920


d
u n che 006
La une 2
in J

Annual Report
Annual Report

Wyeth Limited
2 0 0 6 - 2 0 0 7

ed
nch 007
Lauune 2
in J

Você também pode gostar