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Cummins India Ltd. — AGM Information 2020
Aug 26, 2020
60943_rns_2020-08-26_8edf366e-73cf-444c-b180-20bbfb3a0a9e.pdf
AGM Information
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Ref: STEX/SECT/2020
August 26, 2020
The Relationship Manager, National Stock Exchange of India Limited DCS-CRD (NSE), BSE Limited (BSE), Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers, Plot No. C/1, G Block, Dalal Street, Fort, Bandra – Kurla Complex, Mumbai 400 001 Bandra (East), Mumbai 400 051 BSE Scrip Code: 500480 NSE Symbol: CUMMINSIND
Subject: Intimation of Proceedings of the 59th Annual General Meeting of the Members of Cummins India Limited (‘Company')
Dear Sir/ Madam,
The 59[th] Annual General Meeting of the Company was held on Tuesday, 25[th] day of August, 2020 at 03.30 p.m. (IST) through Video Conference ("VC") / Other AudioVisual Means ("OAVM") facility, without the physical presence of the Members at a common venue, in compliance with General Circular Nos. 14/2020, 17/2020, 20/2020 issued by Ministry of Corporate Affairs (MCA), circular issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder. In accordance with Regulation 30 read with clause 13 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the proceedings of the AGM.
Kindly take this intimation on your record.
Thanking you,
Yours faithfully, For Cummins India Limited
VINAYA Digitally signed by VINAYA ABHIJIT ABHIJIT JOSHI JOSHI Date: 2020.08.26 11:16:13 +05'30' Vinaya A. Joshi Company Secretary & Compliance Officer
(This intimation is digitally signed)
Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com [email protected]
CIN : L29112PN1962PLC012276
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SUMMARY OF PROCEEDINGS OF THE 59[TH] ANNUAL GENERAL MEETING OF CUMMINS INDIA LIMITED HELD ON TUESDAY, THE 25[TH ] DAY OF AUGUST 2020, AT 3:30 P.M. INDIAN STANDARD TIME (IST) THROUGH VIDEO CONFERENCE ("VC") / OTHER AUDIO-VISUAL MEANS ("OAVM") FACILITY.
The 59[th] Annual General Meeting (AGM) of the Members of Cummins India Limited ('the Company') was held on Tuesday, August 25, 2020, at 3:30 P.M. (IST) through video conference (VC) / other audio-visual means (OAVM) facility, in compliance with the General Circular numbers 14/2020, dated April 8, 2020, 17/2020 dated April 13, 2020 and 20/2020 dated May 05, 2020, issued by the Ministry of Corporate Affairs (MCA), Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
Mr. Mark Levett, Chairman of the Company (DIN: 00368287), joined through VC from Columbus, Indiana, USA, chaired the Meeting.
The Chairman declared that as confirmed by Company Secretary, the requisite quorum was present through video conference to conduct the Meeting and Members' participation through video conference was being reckoned for the purpose of quorum as per the circulars issued by Ministry of Corporate Affairs and Section 103 of the Companies Act, 2013. Representations under Section 113 of the Companies Act, 2013 had also been received by the Company, including from the Holding Company.
The Chairman commenced the proceedings of the Meeting and introduced the Board of Directors to the Members:
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Mr. Ashwath Ram, Managing Director (DIN: 00149501) – joined through VC from Cummins India Office Campus, Pune.
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Mr. Nasser Munjee, Independent Director and Chairperson Audit Committee (DIN: 00010180) – joined through VC from Dubai, UAE
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Mr. P. S. Dasgupta, Independent Director and Chairperson of Stakeholders Relationship Committee and Corporate Social Responsibility Committee (DIN: 00012552) – joined through VC from Dubai, UAE
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Mr. Prakash M. Telang, Independent Director and Chairperson of Nomination and Remuneration Committee (DIN: 00012562) – joined through VC from Pune, India
Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com [email protected]
CIN : L29112PN1962PLC012276
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Mr. Rajeev Bakshi, Independent Director and Chairperson of Risk Management Committee (DIN: 00044621) – joined through VC from Delhi, India
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Ms. Rama Bijapurkar, Additional and Independent Director (DIN: 00001835) – joined through VC from Mumbai, India
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Mr. Antonio Leitao, Non-Executive Director (DIN: 05336740) – joined through VC from Brest in France
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Mr. Norbert Nusterer, Non-Executive Director (DIN: 07640359) – joined through VC from Columbus, Indiana, USA
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Mr. Donald Jackson, Non-Executive Director (DIN: 08261104) – joined through VC from Columbus, Indiana, USA
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Ms. Lorraine Meyer, Additional and Non-Executive Director (DIN: 08567527) – joined through VC from Columbus, Indiana, USA
Mr. Venu Srinivasan, Independent Director on the Board had conveyed his inability to attend the Meeting and had requested for leave of absence.
The Chairman confirmed the following Key Managerial Personnel's were present at the Meeting:
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Mr. Ajay Patil, Chief Financial Officer of the Company; and
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Ms. Vinaya Joshi, Company Secretary & Compliance Officer of the Company.
Mr. Arvind Sethi and Mr. Tridevlal Khandelwal, authorised representatives of Statutory Auditors, SRBC & CO LLP; Mr. Pramod Shah, Secretarial Auditor, Mr. Ajay Joshi, Cost Auditor and Mr. Sanjay Deodhar, Internal Auditor of the Company had also joined the Meeting.
Ms. Vinaya Joshi, Company Secretary of the Company, welcomed the Members. The Company Secretary informed the Members that as the Meeting was being held through video conferencing, the provisions for the appointment of proxies by the Members were not applicable and Statutory registers as required under the relevant provisions were made available electronically for inspection by the Members during the Meeting.
Mr. Ashwath Ram, Managing Director, made a presentation on the performance of the Company during the financial year under review inter-alia, including the "impact of COVID-19 pandemic and Company's response to the same."
The Chairman also took notice of the Annual General Meeting and the explanatory statement thereof as circulated earlier to all the Members of the Company as read.
Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com [email protected]
CIN : L29112PN1962PLC012276
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He also informed the Members that there were no qualifications in the Statutory Auditor's Report and Secretarial Audit Report and the Reports were considered as read.
The Chairman further informed that the Company has provided remote e-voting facility to cast vote electronically on all resolutions mentioned in the AGM Notice in accordance with the Companies Act, 2013. The remote e-Voting facility was kept open for a period of 3 days from Saturday, August 22, 2020 (9.00 a.m. IST) and ending on Monday, August 24, 2020 (5.00 p.m.). It was further informed that there would be no voting by show of hands.
The following items of business, as per the Notice of AGM dated July 30, 2020, were transacted at the Meeting:
| Sr. No. | Resolutions | Type of Resolution |
|---|---|---|
| Ordinary Business | ||
| 1 | Adoption of audited standalone Financial Statements of the Company for the Financial Year ended March 31, 2020 and the reports of the Board of Directors and Auditors thereon. |
Ordinary |
| 2 | Adoption of audited consolidated Financial Statements of the Company for the Financial Year ended March 31, 2020 and the report of the Auditors thereon. |
Ordinary |
| 3 | Declaration of Final Dividend on equity shares for the Financial Year ended March 31, 2020 and confirmation of the payment of interim dividend for the Financial Year 2019-20. |
Ordinary |
| 4 | Appointment of Mr. Antonio Leitao, as a Director who retires by rotation and being eligible, offers himself for re-appointment. |
Ordinary |
| Special Business | ||
| 5 | Appointment of Mr. Ashwath Ram as a Director and to approve his appointment as Managing Director of the Company. |
Ordinary |
| 6 | Appointment of Ms. Lorraine Alyn Meyer as a Director. |
Ordinary |
| 7 | Appointment of Ms. Rama Bijapurkar as a Non-Executive Independent Director. |
Ordinary |
| 8 | Ratification of remuneration payable to the Cost Auditor, M/s. Ajay Joshi & Associates, for the Financial Year 2020-21. |
Ordinary |
| 9 | Approval of the material related party transaction(s) with Cummins Limited, UK. |
Ordinary |
| 10 | Approval of the material related party transaction(s) with Tata Cummins Private Limited. |
Ordinary |
Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com [email protected]
CIN : L29112PN1962PLC012276
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The Chairman requested the Members to cast their votes either 'for' or 'against' the resolutions contained in the notice convening the 59[th] Annual General Meeting using the e-voting facility provided during the Meeting.
The Chairman informed that the Board of Directors had appointed Mr.Pramodkumar Ladda (Membership No. FCS 7326 CP No. 8006) Partner of M/s Ladda Bhutada & Associates,Company Secretaries, Pune, as the Scrutinizer to supervise the e-voting process and scrutinize the votes cast through remote e-voting and e-voting facility provided at the Meeting.
The Chairman then opened the floor for questions from registered speakers followed by clarifications/ answers from Managing Director to the questions raised by the Members during the Meeting.
Further, the Chairman authorized Ms. Vinaya Joshi, Company Secretary to declare the results of e-voting and upload the results on the Company's website along with the consolidated report of the Scrutinizer within the prescribed time limit.
The Chairman thanked the Members for attending the Meeting and showing their interest in the Company. The Chairman announced that 15 dedicated minutes via Instapoll are provided for Members to vote who have not cast their vote through remote e-voting. Thereafter, the Meeting concluded at 5.41 P.M. IST after the conclusion of 15 minutes provided for the aforesaid e-voting at the Meeting.
For Cummins India Limited
VINAYA Digitally signed by VINAYA ABHIJIT ABHIJIT JOSHI JOSHI Date: 2020.08.26 11:16:46 +05'30' Vinaya A Joshi Company Secretary & Compliance Officer ICSI Membership No. : A25096
(This intimation is digitally signed)
Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com [email protected]
CIN : L29112PN1962PLC012276