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Pfizer Ltd. — AGM Information 2022
Aug 4, 2022
60507_rns_2022-08-04_91dbc438-8c50-4a5e-add7-4ac414c3579e.pdf
AGM Information
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Pfizer Limited
The Capital, 1802/1901, Plot No. C - 70, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. Tel : +91 22 6693 2000 Fax : +91 22 2654 0274
August 4, 2022
The Corporate Relationship Dept. The Manager, Listing Dept. BSE Limited The National Stock Exchange of India Ltd. 1st Floor, P.J.Towers Exchange Plaza, 5[th] Floor, Dalal Street, Fort Plot No. C/1, G Block Mumbai – 400 001 Bandra-Kurla Complex, Bandra (E) Scrip Code: 500680 Mumbai – 400 051 Scrip Symbol: PFIZER
Dear Sirs,
Sub: Newspaper Advertisement for 71[st] AGM, e-voting facility and Record date.
Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, please find enclosed a copy of the newspaper advertisement, inter-alia, informing about the Notice of the 71[st] Annual General Meeting of the Company along with the details of the remote e-voting facility and e-voting at the AGM and Record Date for payment of dividend for the financial year ended March 31, 2022 published in the Business Standard (English) and Sakaal (Marathi) on August 4, 2022.
Request you to take the above on record.
Thanking you,
Yours truly,
For Pfizer Limited
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Prajeet Nair Company Secretary
Encl.: A/a
CIN: L24231MH1950PLC008311 Email ID: [email protected] Website: www.pfizerltd.co.in
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MUMBAI | THURSDAY, 4 AUGUST 2022
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R A T I N G S CARE Ratings Limited CIN: L67190MH1993PLC071691 Regd. Office: Godrej Coliseum, 4[th] Floor, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai 400022. Tel. No.: 022-67543456 • Email: [email protected] Website: www.careedge.in
NOTICE OF POSTAL BALLOT TO THE MEMBERS OF CARE RATINGS LIMITED AND REMOTE E-VOTING INFORMATION Members of the CARE Ratings Limited (“the Company”) are hereby informed that pursuant to the provisions of Section 108 and 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (“the Rules”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard-2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time) read with the General Circular dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021 and May 5, 2022 respectively issued by the Ministry of Corporate Affairs (Collectively referred as “MCA Circulars”), the Company has completed the dispatch of the Postal Ballot Notice on Wednesday, August 03, 2022 through electronic mode to all the Members who have registered their email address with the Company/KFin Technologies Limited, Registrar and Transfer Agent of the Company (“KFINTECH” or “RTA”) or the Depository Participant (“DPs”) and whose names appear on the Register of Members/List of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, July 22, 2022 (“cut-off date”), for seeking approval of the Members of the Company on the following matter by way of Postal Ballot through remote e-voting process only: Sr. No. Type of Resolution Particulars of the Resolution 1 Special Resolution Approval for Buyback of EquityShares of the Company In view of the above, please note that the physical copies of the notice along with the Postal Ballot Forms and pre-paid business reply envelopes are not being sent to the Members. In compliance with the Regulation 44 of the Listing Regulations and Section 108, 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and all other applicable rules made thereunder, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically. The Company has engaged the service of NSDL for the purpose of providing e-voting facility to its Members. Members whose name is recorded in the Register of Members or in the Register of Beneficial Owners at the close of business hours on Friday, July 22, 2022 (“cut-off date”) would be entitled to vote for the purpose of Postal Ballot. The Postal Ballot Notice is also available on the website of the Company at www.careedge.in , website of Stock Exchange(s) where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and is also available on the website of e-voting agency i.e. NSDL at www.evoting.nsdl.com Pursuant to the requirements under the aforementionedAct, Rules, Listing Regulations and the MCA Circulars, the communication of the assent or dissent of Members in respect of item of business to be transacted through Postal Ballot, would only take place through remote e-voting system. The Company is providing the facility of remote e-voting to all its Members to cast their votes on the Resolution set forth in the Notice. Members are requested to note that:
- The e-voting period commences on Thursday, August 04, 2022 at 9.00 a.m. (IST) and ends on Friday, September 02, 2022 at 5.00 p.m. (IST). During this period, Members holding shares in physical form or in dematerialized form, as on the cut-off date i.e. Friday, July 22, 2022 may cast their vote(s) electronically in the manner and process as set out in the Postal Ballot Notice. A person who was not a Member as on the cut-off date should treat this Notice for information purpose only.
• The e-voting module shall be disabled by NSDL after 5.00 p.m. on Friday, September 02, 2022 and will not be allowed to vote, thereafter.
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Once the vote is cast on Resolution, Members will not be allowed to change it subsequently.
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• The detailed process and manner for remote e-voting for members holding shares in physical mode and demat mode or who have not registered their email ID with the Company/ Registrar and Transfer Agent is provided in the Notice.
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• Manner of registering/updating email IDs: (i) Members holding shares in dematerialised mode are requested to register/update their email addresses with the respective Depository Participant(s) with whom they are maintaining their demat accounts.
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(ii) Members holding shares in physical mode and who have not registered/updated their email addresses, are requested to register/update their email addresses by writing to Company’s Registrar and Transfer Agent i.e. KFINTECH at [email protected] with a copy to the Company at [email protected] alongwith the signed request letter mentioning folio no. name of shareholders, scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card and self-attested scanned copy of any document (e.g. AADHAR card, Driving License, Election Identity Card, Passport).
• The Result of Postal Ballot will be declared on or before Saturday, September 03, 2022. The said result will be communicated to the Stock Exchanges where the shares of the Company are listed and would also be uploaded on the Company’s website at www.careedge.in and on the website of NSDL at www.evoting.nsdl.com . In case of any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected]. For CARE Ratings Limited Sd/- Nehal Shah Date: August 03, 2022 Company Secretary and Place: Mumbai Compliance Officer
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PFIZER LIMITED
CIN: L24231MH1950PLC008311 The Capital, 1802/1901, Plot No.C-70, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Tel: +91 22 6693 2000 Fax: +91 22 2654 0274 Email ID: [email protected] Website: www.pfizerltd.co.in
| Email ID:[email protected]Website:www.pfizerltd.co.in | Email ID:[email protected]Website:www.pfizerltd.co.in | Email ID:[email protected]Website:www.pfizerltd.co.in | ||
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| NOTICE OF 71ST ANNUAL GENERAL MEETING TO BE HELD THROUGH VIDEO | ||||
| 1. | CONFERENCING / OTHER AUDIO VISUAL MEANS, RECORD DATE AND DIVIDEND INFORMATION Notice is hereby given that the 71st Annual General Meeting (AGM) of Pfizer Limited (“the |
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| Company”) will be held on Friday, August 26, 2022, at 3.00 P.M IST through Video Conferencing | ||||
| (VC)/Other Audio Visual Means (OAVM) in compliance with MCA circulars and all applicable | ||||
| laws and circulars issued by Securities and Exchange Board of India (SEBI), to transact the businesses as set forth in the Notice of the 71st AGM. |
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| 2. | In compliance with the MCA and SEBI circular(s), the Notice of the 71st AGM and Annual Report | |||
| for the Financial Year ended March 31, 2022, is being electronically sent today i.e., August 4, 2022, | ||||
| to the Members whose email addresses are registered with the Company/Depository Participant(s). Members holding shares in the dematerialized mode and have not registered/updated their email |
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| address and mobile number are requested to register / update their email address and mobile number with their respective Depository Participant(s). Similarly, Members holding shares in physical mode are requested to register / update their email address and mobile number with Company’s Registrar and Share Transfer Agent by sending duly executed Form ISR-1 as mentioned in note 8 of the AGM Notice [email protected] |
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| Members may also temporarily register their email address and mobile number for the limited | ||||
| purpose of receiving Notice of the 71st AGM, Annual Report for the financial year 2021-22 and | ||||
| e-voting instructions along with the User ID and Password at the weblink:https://ris.kfintech.com/ clientservices/mobilereg/mobileemailreg.aspx |
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| The Notice of the AGM and Annual Report for the Financial Year ended March 31, 2022 will also | ||||
| be made available on the Company’s website www.pfizerltd.co.in and websites of the Stock |
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| Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited atwww.bseindia.com | ||||
| andwww.nseindia.com respectively. |
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| 3. | Pursuant to the MCA Circulars, Section 108 of the Act read with rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 |
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| of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company is | ||||
| pleased to offer remote e-voting facility, which will enable the Members to cast their votes electronically on all the Resolutions set forth in the said Notice. Additionally, the Company is |
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| providing the facility of voting through e-voting system during the AGM. The manner of voting remotely and through e-voting system during the AGM for shareholders holding shares in |
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| dematerialized mode, physical mode and for shareholders who have not registered their email | ||||
| addresses is provided in the Note nos. 13 and 14 to the Notice to the 71st AGM. The said process | ||||
| for voting is also available on the website of the Company –www.pfizerltd.co.in |
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| 4. | The remote e-voting period commences on Monday, August 22, 2022 (9.00 a.m. IST) and ends on Thursday, August 25, 2022 (5.00 p.m. IST). Please note the remote e-voting module shall be disabled thereafter. The Cut off for determining the eligibility of Members for remote e-voting and |
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| e-voting at the AGM is Friday, August 19, 2022. | ||||
| 5. | The Members who have not cast their votes by remote e-voting can exercise their voting rights during the AGM through e-voting. A Member may participate in the meeting even after exercising his right to vote through remote e-voting but shall not be allowed to electronically vote again during the meeting. |
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| 6. | A person, whose name is recorded in the register of members or in the register of beneficial owners | |||
| maintained by the depositories as on cut-off date only shall be entitled to avail the facility of remote | ||||
| e-voting as well as voting at the said AGM. Any person who becomes a Member of the Company | ||||
| after dispatch of the Notice of AGM and holding shares as on the cut-off date i.e Friday, | ||||
| August 19, 2022, can do remote e-voting / e-voting at the AGM by obtaining the User ID and password. For detailed instructions pertaining to the same, Members may please refer to the Note No. 19 to Notice of the AGM. |
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| If the email address or mobile number of the Member is registered against Folio No. / DP ID | ||||
| Client ID, then the Members go to https://evoting.kfintech.com and click “Forgot Password” and |
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| enter Folio No. or DP ID, Client ID and PAN to generate a password. Members may also call on | ||||
| RTA’s toll free number 1800-309-4001 for any assistance. | ||||
| 7. | The Company has appointed (CS) Mr. Nrupang B. Dholakia, Designated Partner of Dholakia & Associates LLP, Company Secretaries as the Scrutinizer to scrutinize the remote e-voting and e-voting process during the AGM in a fair and transparent manner. |
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| 8. | For detailed instructions pertaining to e-voting, members may please refer to the Note Nos 13-14 | |||
| to Notice of the AGM. In case of queries or grievances pertaining to e-voting procedure, | ||||
| shareholders may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user | ||||
| manual for Shareholders available at the Downloads section ofhttps://evoting.kfintech.com or may contact any of the following: |
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| Particulars KFin Technologies Limited Pfizer Limited |
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| Name and Mr. Premkumar Nair, Manager Mr. Prajeet Nair, Company Designation Secretary |
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| Address Selenium Tower B, Plot 31-32, The Capital, 1802 / 1901, |
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| Gachibowli, Financial District, Plot No. C – 70, G Block |
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| Nanakramguda, Hyderabad 500 032 Bandra Kurla Complex, | ||||
| Bandra (East), Mumbai - 400 051. | ||||
| Tel +91 40 6716 2222 +91 22 6693 2000 Toll-free No.: 1800-309-4001 |
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| Email Id [email protected] [email protected] |
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| 9. | The Company has fixed Friday, August 19, 2022 as the ‘Record Date’ for the AGM of the Company scheduled to be held on Friday, August 26, 2022 at 3.00 pm IST to determine the names of members who will be entitled to receive dividend of Rs. 35/- (350%) per equity share for the financial year ended March 31, 2022 , if approved at the said AGM. |
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| 10. | The said dividend, once approved by the shareholders in the ensuing AGM will be paid to the | |||
| Members on or before September 23, 2022, electronically through various online transfer modes | ||||
| to those shareholders who have updated their bank account details. For shareholders who have not | ||||
| updated their bank account details, dividend warrants/ demand drafts/ cheques will be sent out to their registered addresses once the postal facility is available. To avoid delay in receiving the dividend, shareholders are requested to update theirKYC details with their depositories (where shares are held in dematerialized mode) and with the Company's Registrar and Share Transfer Agent (where shares are held in physical mode)by sending duly signed request letter along with a cancelled copy of cheque and self-attested copy of PAN and address proof in Form ISR 1 / Form ISR 2 at [email protected] to receive the dividend directly into their bank account on the payout date. |
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| 11. | Members may further note that pursuant to the provisions of the Income Tax Act, 1961, the | |||
| Company is required to withhold taxes at the prescribed rates on the dividend paid to its shareholders. No tax will be deducted on payment of dividend to the resident individual shareholders if the total aggregate dividend paid during the year ending March 31, 2023 does not exceed Rs. 5,000/-. |
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| The withholding tax rate would vary depending on the residential status of the shareholder and | ||||
| documents registered with the Company. In order to enable us to determine the appropriate TDS | ||||
| rate as applicable, shareholders are requested to submit the necessary documents in accordance | ||||
| with the provisions of the Income-tax Act, 1961 through the linkhttps://ris.kfintech.com/form15/ | ||||
| The Shareholders are requested to refer to the Note No. 24 to the Notice of the AGM for detailed instructions and information in this regard. By Order of the Board of Directors Sd/- |
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| Place: Mumbai Prajeet Nair |
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| Date: August 4, 2022 Company Secretary |
NOTICE FOR PROPOSED TRANSFER OF UNCLAIMED DIVIDEND AND ITS RELATED SHARES TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)
The Company, as per the extant regulations, is required to transfer the unclaimed or unpaid dividends for a period of seven years relating to the year 2014 – 2015 to the IEPF Authority on 25th September 2022. Pursuant to Section 124 of the Companies Act, 2013 read with Rule 6 of the IEPF (Accounting, Audit, Transfer and Refund) Rules 2016. Notice is hereby given that all the related equity shares in respect of which dividend has not been paid or claimed for seven consecutive years or more (i.e, dividend from the financial year 2014-2015 onwards up to financial year 2020-2021) shall be transferred by the Company in the name of the IEPF Authority.
As required under the provisions of the said Rules, the Company has sent a reminder on 10th May 2022 and 11th July 2022 to the individual shareholders concerned to the latest available addresses, giving therein the particulars of the shares required to be transferred to the IEPF Authority and advising them to claim the dividend available with the Company on or before 5th September 2022 to avoid the aforesaid transfer of the dividends and shares. Shareholders who have not still claimed the dividend are requested to contact, either the following:
THE COMPANY REGISTRAR AND SHARE TRANSFER AGENT APOLLO HOSPITALS ENTERPRISE LTD M/s INTEGRATED REGISTRY MANAGEMENT Secretarial Department, Ali Towers SERVICES PRIVATE LTD III Floor, No.55 Greams Road, Kences Towers, 2nd Floor, No.1 Ramakrishna Chennai – 600 006, Street, North Usman Road, T.Nagar, Tel.No.044-2829 0956, 2829 3896 Chennai – 600 017, Email : [email protected] Tel. No.044-2814 0801, 2814 0803 Email : [email protected]
The details of such shareholders have been uploaded on the website of the Company www.apollohospitals.com. It may be noted that requests received after the aforesaid date will not be entertained and the Company will proceed to complete the transfer of the dividend and shares to the IEPF Authority as per the procedure laid down in the Act/Rules.
It may be noted that as per the extent regulations, the investors are permitted to claim the dividends and shares transferred to the IEPF Authority by making claim in the prescribed form. For further details, please visit the website:www.iepf.gov.in Place: Chennai for APOLLO HOSPITALS ENTERPRISE LIMITED Date: 3rd August 2022 S.M.KRISHNAN Sr. Vice President & Company Secretary
8/4/22, 11:13 AM
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