General information about company

Scrip code500680
NSE SymbolPFIZER
MSEI SymbolNA
ISININE182A01018
Name of the entityPFIZER LIMITED
Date of start of financial year01-04-2019
Date of end of financial year31-03-2020
Reporting QuarterYearly
Date of Report31-03-2020
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 500 listed entities



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Wether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrR. A. ShahABIPS1839C00009851Non-Executive - Independent DirectorChairperson07-07-1931Yes06-09-201809-11-196510-11-2019657553
2MrPradip ShahAAEPS0592F00066242Non-Executive - Independent DirectorNot Applicable07-01-1953NA07-12-199910-11-2019657773
3MrUday KhannaAFEPK7061E00079129Non-Executive - Independent DirectorNot Applicable01-12-1949NA21-05-201210-11-2019654452
4MrSunil LalbhaiAAFPL0691R00045590Non-Executive - Independent DirectorNot Applicable15-03-1960NA14-02-201514-02-2020625341



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MsMeena GaneshABPPG1456L00528252Non-Executive - Independent DirectorNot Applicable31-08-1963NA08-03-201908-03-2019132200
6MrS. SridharAAHPS2626R05162648Executive DirectorNot Applicable21-07-1967NA14-05-201318-03-201601010
7MrMilind PatilAAEPP3949B02546815Executive DirectorNot Applicable01-11-1963NA14-11-201814-11-201801000
8MrSamir KaziAJSPK0243Q07184083Executive DirectorNot Applicable14-09-1975NA14-02-202014-02-202001010



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
9MrVivek DhariwalADUPD3317Q02826679Executive DirectorNot Applicable21-12-1966NA21-05-201221-05-201714-02-202000000



Text Block

Textual Information(1)

Composition of Board of Directors disclosure of notes on composition of BOD:

                  i.   Mr. R. A. Shah, Mr. Pradip Shah and Mr. Uday Khanna were re-appointed as Independent Directors with effect from November 10, 2019, for an additional term of 5 years.

 

                ii.   Mr. Sunil Lalbhai was re-appointed as Independent Director with effect from February 14, 2020, for an additional term of 5 years.

 

               iii.   Mr. S. Sridhar was appointed as Managing Director of the Company with effect from March 18, 2016 for a term of 5 years.





Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100009851R. A. ShahNon-Executive - Independent DirectorChairperson10-11-2014
200066242Pradip ShahNon-Executive - Independent DirectorMember10-11-2014
300079129Uday KhannaNon-Executive - Independent DirectorMember10-11-2014
405162648S. SridharExecutive DirectorMember06-05-2016


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100066242Pradip ShahNon-Executive - Independent DirectorChairperson10-11-2014
200009851R. A. ShahNon-Executive - Independent DirectorMember10-11-2014
300079129Uday KhannaNon-Executive - Independent DirectorMember10-11-2014


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100079129Uday KhannaNon-Executive - Independent DirectorChairperson10-11-2014
200045590Sunil LalbhaiNon-Executive - Independent DirectorMember14-02-2015
307184083Samir KaziExecutive DirectorMember14-02-2020
402826679Vivek DhariwalExecutive DirectorMember21-05-201214-02-2020


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100045590Sunil LalbhaiNon-Executive - Independent DirectorChairperson30-03-2019
200528252Meena GaneshNon-Executive - Independent DirectorMember30-03-2019
305162648S. SridharExecutive DirectorMember30-03-2019
402546815Milind PatilExecutive DirectorMember30-03-2019
599999999Navin SinghaniaMemberMember30-03-2019


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100066242Pradip ShahNon-Executive - Independent DirectorChairperson10-11-2014
207184083Samir KaziExecutive DirectorMember14-02-2020
305162648S. SridharExecutive DirectorMember10-11-2014
402546815Milind PatilExecutive DirectorMember14-11-2018
502826679Vivek DhariwalExecutive DirectorMember29-10-201514-02-2020


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks
105162648S. SridharBOARD ADMINISTRATIVE & SHARE TRANSFER COMMITTEEExecutive DirectorChairperson
207184083Samir KaziBOARD ADMINISTRATIVE & SHARE TRANSFER COMMITTEEExecutive DirectorMember
302546815Milind PatilBOARD ADMINISTRATIVE & SHARE TRANSFER COMMITTEEExecutive DirectorMember

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
126-10-2019Yes85
214-02-2020110Yes85



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
1Audit Committee26-10-2019Yes43
2Audit Committee14-02-2020110Yes43



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTYes
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes
Disclosure of notes of material transaction with related partyTextual Information(1)


Text Block

Textual Information(1)

Particulars

Details

Name of the Related Party

1.       Pfizer Innovative Supply Point Intl BVBA, Belgium

 

2.       Pfizer Service Company BVBA, Belgium

Relation with the Company

The Company and the related parties are indirect subsidiaries of Pfizer Inc., USA.

Nature / Description of Transactions

Import of active pharmaceutical ingredients, raw materials and finished products on arms length basis and in ordinary course of business

Amount of Transactions for the quarter ended December 31, 2019

1.       Pfizer Innovative Supply Point Intl BVBA, Belgium INR 3.63 crore

 

2.       Pfizer Service Company BVBA, Belgium INR 198.89 crore.

Period

January 1, 2020 to March 31, 2020




Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities)Yes
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryPrajeet Nair
2DesignationCompany Secretary



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Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.pfizerindia.com
2Terms and conditions of appointment of independent directorsYeswww.pfizerindia.com
3Composition of various committees of board of directorsYeswww.pfizerindia.com
4Code of conduct of board of directors and senior management personnelYeswww.pfizerindia.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.pfizerindia.com
6Criteria of making payments to non-executive directorsYeswww.pfizerindia.com
7Policy on dealing with related party transactionsYeswww.pfizerindia.com
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeswww.pfizerindia.com

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.pfizerindia.com
11email address for grievance redressal and other relevant detailsYeswww.pfizerindia.com
12Financial resultsYeswww.pfizerindia.com
13Shareholding patternYeswww.pfizerindia.com
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeYeswww.pfizerindia.com
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeswww.pfizerindia.com
18Credit rating or revision in credit rating obtainedNA
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNA
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeswww.pfizerindia.com
21Materiality Policy as per Regulation 30Yeswww.pfizerindia.com
22Dividend Distribution policy as per Regulation 43A (as applicable)Yeswww.pfizerindia.com
23It is certified that these contents on the website of the listed entity are correctYeswww.pfizerindia.com


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)Yes
23Meeting of Risk Management Committee21(3A)Yes
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)Yes
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)NA
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)Yes
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)Yes
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryPRAJEET NAIR
2DesignationCompany Secretary



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryPRAJEET NAIR
2DesignationCompany Secretary



Signatory Details

Name of signatoryPrajeet Nair
Designation of personCompany Secretary
PlaceMumbai
Date17-04-2020