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Cummins India Ltd. — AGM Information 2021
Aug 12, 2021
60943_rns_2021-08-12_0128f3d6-fd9f-47c3-a119-21566dae5b6c.pdf
AGM Information
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Ref: STEX/SECT/2021
August 12, 2021
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 60[th] Annual General Meeting of the members of Cummins India Limited (‘Company')
Dear Sir/ Madam,
The 60[th] Annual General Meeting of the Company was held on Thursday, 12[th] day of August 2021 at 03.30 p.m. (IST) through Video Conference ("VC) / Other Audit Visual Means (OAVM), without the physical presence of the Members at a common venue, in compliance with General Circular issued by Ministry of Corporate Affairs and other applicable provisions of the Companies Act, 2013 and circular issued by the Securities and Exchange Board of India (SEBI). 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 Date: 2021.08.12 JOSHI 19:27:19 +05'30' Vinaya A. Joshi Company Secretary & Compliance Officer Encl: as above
(This letter 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 60[TH] ANNUAL GENERAL MEETING OF CUMMINS INDIA LIMITED HELD ON THURSDAY, THE 12[TH] DAY OF AUGUST 2021, AT 3:30 P.M. IST THROUGH VIDEO CONFERENCE (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) FACILITY
The 60[th] Annual General Meeting (AGM) of the Members of Cummins India Limited (“the Company”) was held on Thursday, August 12, 2021 at 3:30 P.M. (IST) through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) facility, compliance with the General Circular Number 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021, issued by the Ministry of Corporate Affairs (MCA),Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79dated May 12, 2020 read with Circular number SEBI/HO/CFD/CMD2/CIR/P/2021/11dated January 15, 2021 issued by the Securities Exchange Board of India (SEBI) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
Mr. Steven Chapman, Chairman of the Company (DIN: 00496000), joined through VC from Beijing, China, 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.
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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.
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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, Independent Director (DIN: 00001835) – joined through VC from Ahmedabad, India.
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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, Non-Executive Director (DIN: 08567527) – joined through VC from Madison, Wisconsin, USA.
Mr. Norbert Nusterer, Non-Executive Director (DIN: 07640359) joined the meeting from Hawaii, USA, however, due to technical issues, he could not continue throughout the meeting.
The Chairman confirmed the following Key Managerial Personnel(s) were present at the Meeting from Cummins India office Campus Pune :
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Mr. Ajay Patil, Chief Financial Officer of the Company; and
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Ms. Vinaya Joshi, Company Secretary and Compliance Officer of the Company.
Mr. Arvind Sethi and Mr. Tridevlal Khandelwal, authorised representative of outgoing Stautory Auditors, SRBC and CO LLP; Mr. Jeetendra.Mirchandani and Mr. Pravin Rajani, authorised representatives of the Statutory Auditors, M/s. Price Waterhouse & Co Chartered Accountants LLP, Mr. Pramod Shah, Secretarial Auditor, Mr. Ajay Joshi, outgoing Cost Auditor, Mr. C.S. Adawadkar, Cost Auditor and Mr. Sanjay Deodhar, Internal Auditor of the Company had also joined the Meeting.
Ms. Vinaya Joshi, Company Secretary and Compliance Officer 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.
Ms. Joshi informed that the Company had provided remote e-voting facility to Members to cast their votes electronically, on all resolutions mentioned in the notice. Further, the e-voting facility was made available to Members to cast their votes who had not cast their vote electronically and were participating in the meeting, at anytime during the Annual General Meeting.
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. 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.” Further, the Company unveiled its ‘Made in India’ - QSK60 G23: 2500-2750 kVA Diesel Generator (DG) in the meeting. The Diesel Generator set which is an Integrated Power Solution has been launched to meet the increasing power requirements by industry segments like Data Centers and large scale infrastructure projects like Airports and Commercial Realty in India.
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.
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 had 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 Monday, August 09, 2021 (9.00 a.m. IST) and ending on Wednesday, August 11, 2021 (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 16, 2021, were transacted at the Meeting:
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Sr. No. Resolutions Type of Resolution
Ordinary Business
1. To receive, consider and adopt the audited Ordinary
standalone financial statements of the Company
for the Financial Year ended March 31, 2021, the
reports of the Board of Directors and Auditors
thereon.
2. To receive, consider and adopt the audited Ordinary
consolidated financial statements of the Company
for the Financial Year ended March 31, 2021 and
the report of the Auditors thereon.
3. To declare final dividend on equity shares for the Ordinary
Financial Year ended March 31, 2021 and to
confirm the payment of interim dividend for the
Financial Year 2020-21.
4. To appoint a Director in place of Mr. Donald Ordinary
Jackson (DIN: 08261104), who retires by rotation
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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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and being eligible, offers himself for re-
appointment.
5. To appoint Auditors to hold office from the Ordinary
conclusion of this Sixtieth Annual General
Meeting till the conclusion of Company’s Sixty-
Fifth Annual General Meeting.
Special Business
6. To appoint Mr. Steven Chapman (DIN 00496000) Ordinary
as a Director
7. To ratify remuneration payable to the Cost Ordinary
Auditor, M/s. C S Adawadkar & Co., for the
Financial Year 2021-22
8. To approve the material related party Ordinary
transaction(s) with Cummins Limited, UK
9. To approve the material related party Ordinary
transaction(s) with Tata Cummins Private Limited
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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. After the question session, Mr. Ashwath Ram, Managing Director answered 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 were provided for Members to vote who have not casted their vote through remote e-voting. Thereafter, the Meeting concluded at 4.54 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 JOSHI ABHIJIT JOSHI Date: 2021.08.12 19:28:01 +05'30'
Vinaya Joshi Company Secretary and Compliance Officer ICSI Membership No. A25096
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