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Cummins India Ltd. — AGM Information 2023
Aug 3, 2023
60943_rns_2023-08-03_5de194d7-e177-4580-b076-4b36ec747713.pdf
AGM Information
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Ref: STEX/SECT/2023
August 03, 2023
The Relationship Manager, National Stock Exchange of India Limited, DCS-CRD Exchange Plaza, 5th Floor, BSE Limited (BSE), Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra – Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai 400 001 Mumbai 400 051 BSE Scrip Code: 500480 NSE Symbol: CUMMINSIND
Subject: Intimation of Proceedings of the 62[nd] Annual General Meeting of the Members of Cummins India Limited (‘Company').
Dear Sir/ Madam,
The 62[nd] Annual General Meeting (“AGM”) of the Company was held on Thursday, August 03, 2023 at 04:00 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 Circulars 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 JOSHI ABHIJIT JOSHI Date: 2023.08.03 18:29:54 +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 62[ND ] ANNUAL GENERAL MEETING OF CUMMINS INDIA LIMITED HELD ON THURSDAY, THE 3[RD] DAY OF AUGUST 2023, AT 04.00 PM IST THROUGH VIDEO CONFERENCE (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) FACILITY
The 62[nd ] Annual General Meeting (AGM) of the Members of Cummins India Limited (“the Company”) was held on Thursday, August 03, 2023 at 04 P.M. (IST) through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) facility, in compliance with Circular dated December 28, 2022, May 05, 2022, January 13, 2021, December 14, 2021, April 08, 2020, April 13, 2020 and May 05, 2020 issued by Ministry of Corporate Affairs (“MCA”), Circular dated January 05, 2023 issued by the Securities Exchange Board of India (“SEBI”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant provisions of the Companies Act, 2013. The AGM of the Company was held through VC / OAVM facility, without the physical presence of Members at a common venue. The deemed venue for the 62[nd] AGM was the Registered Office of the Company.
Mr. Steven Chapman, Chairman of the Company (DIN: 00496000), joined from Yanji city, Jilin province of 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 and Compliance Committee (DIN: 00010180) – joined through VC from Goa.
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Mr. Rajeev Bakshi, Independent Director and Chairperson of Risk Management Committee (DIN: 00044621) – joined through VC from Gurgoan.
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Ms. Rama Bijapurkar, Independent Director and Chairperson of Nomination and Remuneration Committee and Corporate Social Responsibility Committee (DIN: 00001835) – joined through VC from Mumbai.
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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Ms. Rekha, Independent Director (DIN: 08501990) – joined through VC from Bengaluru.
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Ms. Lira Goswami, Independent Director and Chairperson of Stakeholder Responsibility Committee (DIN: 00114636) – joined through VC from Delhi.
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Mr. Donald Jackson, Non-Executive Director (DIN: 08261104) – joined through VC from Indianapolis , Indiana, USA.
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Ms. Bonnie Jean Fetch, Non-Executive Director (DIN: 09791477) – joined through VC from Florida, USA.
The Chairman informed that Ms. Jennifer Mary Bush, Non-Executive Director on the Board, had conveyed inability to attend this meeting and therefore, leave of absence was granted to her.
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. Ashwath Ram, Managing Director of the Company;
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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. Jeetendra Mirchandani, Mr. Pravin Rajani and Ms. Harshita Jain authorised representatives of the Statutory Auditors, M/s. Price Waterhouse & Co Chartered Accountants LLP, Mr. Pramod Shah, Secretarial 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 along with required documents in reference to items in the Notice of the meeting were made available electronically for inspection by the Members during the AGM.
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 AGM.
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 2022-23 under review which inter-alia also included Business Highlights, Awards received and Growth strategy. Further, he informed about key highlights of the Business Responsibility and Sustainability Report published by the Company for the Financial Year 2022-23 as a part of its Annual Report.
Thereafter, the Chairman also took notice of the AGM 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 the Members 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, July 31, 2023 (9.00 a.m. IST) and ending on Wednesday, August 02, 2023 (5.00 p.m. IST). 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 07, 2023, were transacted at the Meeting:
| Sr. No. | Resolutions | Type of Resolution |
|---|---|---|
| Ordinary Business | ||
| 1. | To receive, consider and adopt the audited standalone financial statements of the Company for the Financial Year ended March 31, 2023, the reports of the Board of Directors and Auditors thereon. |
Ordinary |
| 2. | To receive, consider and adopt the audited consolidated financial statements of the Company for the Financial Year ended March 31, 2023 and the report of the Auditors thereon. |
Ordinary |
| 3. | To declare final dividend on equity shares for the Financial Year ended March 31, 2023 and to confirm the payment of interim dividend for the Financial Year 2022-23. |
Ordinary |
| 4. | To appoint a Director in place of Mr. Steven Chapman (DIN: 00496000) who retires by rotation and being eligible, offers himself for re- appointment. |
Ordinary |
| Special Business |
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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| 5. | To ratify remuneration payable to the Cost Auditor, M/s. C S Adawadkar & Co., for the Financial Year 2023-24 |
Ordinary |
|---|---|---|
| 6. | To approve material related party transaction(s) with Cummins Technologies India Private Limited |
Ordinary |
| 7. | To approve material related party transaction(s) with Tata Cummins Private Limited |
Ordinary |
| 8. | To approve material related party transaction(s) with Cummins Limited, UK |
Ordinary |
| 9. | To approve material related party transaction(s) with Cummins Inc., USA |
Ordinary |
| 10. | Appointment of Ms. Lira Goswami (DIN: 00114636) as a Non-Executive Independent Director |
Special |
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 Questions’ 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 and Compliance Officer of the Company, 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 5.23 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: 2023.08.03 18:29:25 +05'30' Vinaya Joshi Company Secretary and 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