Cummins India Ltd. — AGM Information 2019

Aug 7, 2019

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SUMMARY OF PROCEEDINGS OF THE 58[TH] ANNUAL GENERAL MEETING OF CUMMINS INDIA LIMITED HELD ON WEDNESDAY, THE 7[th] DAY OF AUGUST 2019, AT 12.00 NOON AT THE MULTIFUNCTIONAL HALL, CUMMINS INDIA OFFICE CAMPUS, SURVEY NO. 21, BALEWADI, PUNE 411

045

Mr. Mark Levett, chaired the meeting. Chairman declared that the quorum as required under Section 103 of the Companies Act, 2013, was present and commenced the proceedings of the meeting.

The following members of the Board were present at the meeting:-

1. Mr. Mark Levett (Chairman) – (DIN: 00368287)

2. Mr. Sandeep Sinha (Managing Director) – (DIN: 02400175)

3. Mr. Nasser Munjee – (DIN: 00010180)

4. Mr. P. S. Dasgupta – (DIN: 00012552)

5. Mr. Prakash Telang – (DIN: 00012562)

6. Mr. Rajeev Bakshi – (DIN: 00044621)

7. Mrs. Anjuly Chib Duggal – (DIN: 05264033)

8. Ms. Suzanne Wells – (DIN: 06954891)

9. Mr. Norbert Nusterer – (DIN: 07640359)

10. Mr. Donald Jackson – (DIN: 08261104)

Mr. Iain Barrowman (DIN: 00668324) Alternate Director to Mr. Norbert Nusterer, was present by special invitation

The Chairman introduced the Board of Directors to the Members.

The Chairman also informed the Members that Ms. Hemiksha Bhojwani, is present on the dais as the Company Secretary of the Company.

Mr. Nasser Munjee, Independent Director was present in capacity of the Chairman of Audit Committee of the Board of Directors of the Company. Mr. Prakash Telang, Independent Director was present in capacity of the Chairman of Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee of the Board of

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Directors of the Company. Mr. Rajeev Bakshi was also present in capacity of the Chairman of Risk Management Committee.

Mr. Antonio Leitao and Mr. Venu Srinivasan expressed their inability to attend the meeting.

Mr. Huzefa Ginwala and Mr. Harsh Agrawal authorized representatives of M/s S R B C & CO LLP, Statutory Auditor of the Company (Firm Registration No. 324982E), CS Snehal Kulkarni, an authorized representative of Dr. K R Chandratre, Secretarial Auditor of the Company (for the Financial Year 2018-19).

The Chairman ascertained the presence of requisite quorum and commenced proceedings of the meeting.

Mr. Sandeep Sinha, Managing Director made a presentation on the Company and its performance and thereafter, the Chairman invited comments and questions from the Members on the annual accounts.

With the permission of the members present, Chairman took the notice of the Annual General Meeting and the explanatory statement thereof as circulated earlier to all the members of the Company as read.

The Chairman informed the members that there are no qualifications in the Auditors Report and the Auditors report was taken as read with the consent of the Members.

The Chairman further informed the members, that the Company had provided e-voting facility to the members to cast their votes electronically in respect of all the businesses and that in Compliance of Section 107 read with Section 108 of the Companies Act, 2013 and rules made thereunder, the Company had provided facility to vote by poll, in order to enable the members present at the meeting in person or by proxy to cast their vote in respect of the resolutions.

The following items of business, as per the Notice of AGM dated July 03, 2019, were transacted at the meeting:

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Sr.	Item of business	Resolution
1	Adoption of audited standalone Financial Statements of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directors (‘the Board’) and Auditors thereon	Ordinary
2	Adoption of audited consolidated Financial Statements of the Company for the financial year ended March 31, 2019 and the reports of the Auditors thereon.	Ordinary
3	Declaration of Final Dividend and ratification of interim dividend declared.	Ordinary
4	Appointment of Mr. Norbert Nusterer as a Director liable to retire by rotation.	Ordinary
5	Appointment of Mr. Donald Jackson as Director of the Company.	Ordinary
6	Appointment of Mrs. Anjuly Chib Duggal as Director of the Company.	Ordinary
7	Re-appointment of Mr. P.S. Dasgupta as Non-Executive Independent Director of the Company.	Special
8	Re-appointment of Mr. Venu Srinivasan as Non- Executive Independent Director of the Company.	Special
9	Re-appointment of Mr. Rajeev Bakshi as Non-Executive Independent Director of the Company.	Special
10	Re-appointment of Mr. Nasser Munjee as Non-Executive Independent Director of the Company.	Special
11	Re-appointment of Mr. Prakash Telang as Non-Executive Independent Director of the Company.	Special
12	Ratification of remuneration payable to Cost auditors, M/s Ajay Joshi & Associates for financial Year 2019-20.	Ordinary
13	Approval of Material Related Party Transactions with Cummins Limited, UK.	Ordinary
14	Approval of Material Related Party Transactions with Tata Cummins Private Limited.	Ordinary

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Thereafter, clarifications were provided to the queries raised by the members during the meeting.

The Board of Directors had appointed Mt. S.V Deulkar, Partner, SVD & Associates, Practicing Company Secretary, as the Scrutinizer to supervise the e - voting and ballot voting process. The Chairman authorized the Company Secretary to declare the results of voting with the time-limit prescribed by the Securities and Exchange Board of India.

Then, upon request from the Chairman, the scrutinizer showed the empty ballot box to the shareholders and locked and sealed the empty ballot boxes in the presence of the members and proxies.

The Chairman requested the members to cast their votes either ‘for’ or ‘against’ as per their will on the resolutions contained in the notice convening the 58[th] Annual General Meeting using the ballot papers provided to them and deposit the duly filled in ballot papers in the ballot box.

The Chairman announced that the results of e-voting and poll shall be declared upon receipt of the Scrutinizer’s Report and shall be placed on the Company’s website and the same shall be sent to stock exchanges within forty-eight hours from the conclusion of the meeting.

The Chairman then thanked the members for attending the meeting and showing their interest in the Company. Thereafter, the meeting concluded at 1.15 pm.

For Cummins India Limited

Digitally signed by HEMIKSHA HEMIKSHA BHOJWANI BHOJWANI Date: 2019.08.07 16:50:28 +05'30' Hemiksha Bhojwani Company Secretary M. No: A 22170

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