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Cummins India Ltd. Proxy Solicitation & Information Statement 2024

Dec 5, 2024

60943_rns_2024-12-05_369fd872-abf2-4495-8a39-8cd05c625589.pdf

Proxy Solicitation & Information Statement

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Ref: STEX/SECT/2024

December 5, 2024

BSE Limited National Stock Exchange of India Limited P. J. Towers Exchange Plaza, 5[th] Floor Dalal Street, Plot No. C/1, G Block, Fort Mumbai Bandra – Kurla Complex 400001 Bandra (East) Mumbai 400051 BSE Scrip Code: 500480 NSE Symbol: CUMMINSIND

Sub.: Notice of Postal Ballot

Ref: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of Postal Ballot (Notice), seeking approval of members of the Company, through remote e- voting for appointment of Mr. Cornelius O’Sullivan (DIN: 10829830) as a Director (Non-Executive and Non-Independent) of the Company.

Pursuant to the General Circular 09/2024 dated September 19, 2024 read with other circulars issued by Ministry of Corporate Affairs and circular SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 03, 2024, the Notice is being sent only in electronic form to those members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (‘RTA’)/ Depositories as on Friday, November 29, 2024.

The remote e-voting facility to enable the members to cast their vote in electronic mode is provided through the Registrar and Share Transfer Agent of the Company i.e., Link Intime Private Limited (RTA). Further, pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, all the individual shareholders holding shares in demat mode, may cast their vote through remote e-voting by way of single login credential through their demat accounts / websites of Depositories / Depository Participants (DPs).

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 details of e-voting period are as under:

Commencement of e-voting: 9:00 a.m. (IST) on Monday, December 09, 2024 End of e-voting : 5:00 p.m. (IST) on Tuesday, January 07, 2025

The cut-off date for sending the Notice and determining eligibility of members to cast their vote on resolution(s) proposed in Notice of Postal Ballot through remote e- voting is Friday, November 29, 2024.

The Notice of Postal Ballot is available on the website of the Company at www.cumminsindia.com, on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Link Intime India Private Limited (Insta Vote), Registrar and Transfer Agent of the Company at https://instavote.linkintime.co.in.

The results of Postal Ballot shall be declared by Thursday, January 9, 2025, by 5:00 p.m. (IST) along with the Scrutinizer’s Report and will be communicated to the Stock Exchanges and will be displayed on the Company’s website at www.cumminsindia.com.

Kindly take this intimation on your record.

Thanking you, Yours truly, For Cummins India Limited

Digitally signed by Vinaya Vinaya Abhijit Joshi Abhijit Joshi Date: 2024.12.05 16:36:41 +05'30' Vinaya A. Joshi Company Secretary & Compliance Officer Membership No.: A25096 (This letter is digitally signed)

Encl.: Notice of Postal Ballot

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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Cummins India Limited

Registered Office: Cummins India Office Campus, Tower A, 5th Floor, Survey No. 21, Balewadi, Pune 411 045 (CIN: L29112PN1962PLC012276) Telephone: 020 67067000 Fax: 020 67067015 Website: www.cumminsindia.com E-mail: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 and 108 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Members of Cummins India Limited,

NOTICE is hereby given that pursuant to the provisions of Section 110 and Section 108 of the Companies Act, 2013 (the Act) read with the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Act, Rules made thereunder, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India read with the guidelines prescribed by the Ministry of Corporate Affairs for holding general meetings/ conducting postal ballot process through e-voting vide general circulars issued by Ministry of Corporate Affairs, including any statutory modification or amendment or reenactment thereof for the time being in force, the Company seeks consent of the Members, for the following item of business(es) through Postal Ballot by voting through electronic means (‘remote e- voting’) only, from Monday, December 09, 2024 (9:00 AM IST) to Tuesday, January 07, 2025 (5:00 PM IST):

SPECIAL BUSINESS(ES):

1. Appointment of Mr. Cornelius O’Sullivan (DIN: 10829830) as a Director (Non-Executive and Non-Independent) of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and all other applicable provisions, of the Companies Act, 2013 (the Act) read with the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Articles of Association of the Company and such other provisions as may be applicable, Mr. Cornelius O’Sullivan (DIN: 10829830), who was appointed by the Board of Directors of the Company as an Additional Director (Non-Executive and Non-Independent) with effect from

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November 8, 2024, in terms of Section 161(1) of the Act and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the office of the Director of the Company, be and is hereby appointed as a Director (NonExecutive and Non-Independent) of the Company, liable to retire by rotation.”

Registered Office: Cummins India Office Campus, Tower A, 5th Floor, Survey no. 21, Balewadi, Pune 411 045 CIN: L29112PN1962PLC012276 E-mail: [email protected] Website: www.cumminsindia.com Tel: 020 67067000 Fax: 020 67067015

Place: Pune Date: November 07, 2024

By Order of the Board, For Cummins India Limited,

Vinaya Joshi Company Secretary and Compliance Officer Membership No.: A25096

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Notes:

  • A. The Explanatory Statement pursuant to Section 102(1) and Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, stating material facts and reasons for the proposed resolution, in respect of Special Business(s) of the Notice, is annexed hereto.

  • B. Statement of Additional information as required under the Act, 2013, Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”), and Secretarial Standard 2 in respect of the Directors’ appointment forms part of explanatory statement.

  • C. General instructions to the Members participating in the Postal Ballot through remote e-voting facility:

  • In compliance with Sections 108 and 110 of the Act, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and in compliance with General Circular 09/2024 dated September 19, 2024 issued by Ministry of Corporate Affairs (MCA) read with other relevant circulars issued in this regard and SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 issued by Securities and Exchange Borad of India (hereinafter collectively referred to as “the Circulars”) (collectively referred to as “MCA Circulars”) the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of Link Intime India Private Limited (Insta Vote), Registrar and Transfer agent of the Company (RTA) to provide e-voting facility.

  • In compliance with the MCA Circulars, the Notice of the Postal Ballot is being sent by electronic mode to the members on their registered email ID with the Depositories / RTA. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

  • Member may note that the Notice of Postal Ballot will also be available on the Company’s website www.cumminsindia.com, on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of the e-voting service provider, Link Intime India Private Limited (Insta Vote), Registrar and Transfer Agent of the Company at https://instavote.linkintime.co.in/.

  • Institutional / Corporate Shareholders (i.e., other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or Governing Body Resolution/Authority Letter etc., with attested specimen signature of duly authorized

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signatory(ies) who are authorized to vote, to the Scrutinizer by email to [email protected] with a copy marked to [email protected].

  1. The Company has fixed Friday, November 29, 2024 as the ‘Cut- off Date’ for the purpose of remote e-voting. The voting rights of members shall be in proportion to the equity shares held by the members in the paid-up equity share capital of the Company as on Cut- off Date. A person, whose name is recorded in the register of members of the Company and/or in the List of Beneficial Owners maintained by the Depositories as on the Cut- off Date shall only be entitled to cast their vote through remote e-voting.

  2. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date shall be entitled to avail the facility of remote e-voting during the Postal Ballot Process. Members would be able to cast their votes and convey their assent and dissent to the proposed resolution only through the remote e-voting process. A person who is not a Member as on the Cutoff Date should treat this Notice for information purposes only.

  3. Pursuant to MCA Circulars, the Notice of the Postal Ballot is being sent only by email to the Members, whose email addresses are registered with the Company/ Depositories. Therefore, those Members, whose email address is not registered with the Company or with their respective Depository Participant(s), and who wish to receive the Notice of the Postal Ballot and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:

  4. i. For Members holding shares in physical form, please send scan copy followed by physical copy of duly filled form ISR 1, a signed request letter mentioning your folio number, complete address, email address, mobile no. to be registered along with scanned self-attested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAAR) supporting the registered address of the Member, by email to the RTA’s email address [email protected].

  5. ii. For the Members holding shares in demat form, please update your email address through your respective Depository Participant(s).

  6. Members shall vote electronically by following the detailed procedure/instructions as mentioned in Point ‘D’. The remote e-voting facility will be available during the following period:

Commencement of Remote E-Voting End of Remote E-Voting
Monday, December 09, 2024 (9:00 AM
IST)		 Tuesday, January 07, 2025 (5:00 PM
IST)

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  1. Members desiring to exercise their vote should cast their vote during this period. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut- off Date.

  2. The Company has appointed Link Intime India Private Limited, as its Registrar and Transfer Agent (RTA). All correspondence relating to transfer and transmission of shares, sub-division of shares, issue of duplicate share certificates, change of address, dematerialization of shares, payment of dividend etc. will be attended to and processed at the office of the Registrar and Transfer Agent at the following address:

Link Intime India Private Limited Unit: Cummins India Limited C-101, 1st Floor, 247 Park L.B.S. Marg, Vikhroli (West) Mumbai 400083, Maharashtra Phone No.: (022) 49186270 Fax No.: (022) 49186060 Contact person: Mr. Jayprakash VP E-mail: [email protected]

  1. We would further like to draw your attention to SEBI Master circular no. SEBI/HO/ MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024. Accordingly, while processing service requests in relation to; 1) Issue of duplicate securities certificate; 2) Claim from Unclaimed Suspense Account and Suspense Escrow Demat Account; 3) Replacement / Renewal / Exchange of securities certificate; 4) Endorsement; 5) Sub-division / Splitting of securities certificate; 6) Consolidation of securities certificates/folios; 7) Change in name of the holder; 8) Transposition and 9) Transmission, the Company shall issue securities only in dematerialised form. For processing any of the aforesaid service requests the securities holder/ claimant shall submit duly filled up Form ISR-4/ISR-5, the format of which is available on the website of the Company’s Registrar and Transfer Agents, Link Intime India Private Limited at https://www.linkintime.co.in. It may be noted that any service request can be processed only after the folio is KYC Compliant.

  2. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/ CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated March 16, 2023, and SEBI/HO/MIRSD/POD1/P/CIR/2023/181 dated November 17, 2023) has mandated that with effect from April

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1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, contact details including mobile number, bank account details and specimen signature. Hence, the shareholders are requested to keep the said details updated in their respective folios by submitting duly filled in Form ISR-1, Form ISR-2 and Form SH13/Form ISR-3 as may be applicable along with the related proofs as mentioned in the respective forms to RTA at address provided in point no. 10 above. The formats for Nomination and Updation of KYC details viz; Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 and SEBI circulars are available on website of Company’s Registrar and Transfer Agent, at https://www.linkintime.co.in → Resources → Downloads → KYC → Formats for KYC Or by clicking on https://liiplweb.linkintime.co.in/KYC-downloads.html.

Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/faqfiles/jan-2024/1704433843359.pdf

  1. Relevant documents, if any, referred to in this Notice and Explanatory Statement pursuant to Section 102 of the Act, will be available for inspection electronically from date of the circulation of this Notice up to the last date of remote e-voting. Members seeking to inspect such documents before can send an email request on [email protected].

  2. Members may send their queries related to item(s) included in the Postal Ballot notice on the email [email protected] from their registered email address, mentioning their name, folio number / DP ID- Client ID as applicable, mobile number, copy of PAN Card. For any grievances connected with remote e-voting may be addressed to Mr. Ashish Upadhyay, Link Intime Private Limited, INSTAVOTE helpdesk Email: [email protected] and contact no: 022 – 4918 6000. The grievances can also be addressed to Ms. Vinaya Joshi, Company Secretary of the Company by sending e-mail to [email protected].

  3. Mr. Pramodkumar Ladda (Membership No. FCS 7326 and CP No. 8006) Partner, M/s Ladda Bhutada & Associates, Company Secretaries, Pune, has been appointed as the Scrutinizer to scrutinize the e-voting process and vote casted through remote e-voting, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the vote shall be final. Scrutinizer will submit his report to the Chairperson or the Company Secretary as authorized by the Board after completion of the scrutiny of the votes cast by the remote e-voting facility. The results of the Postal Ballot remote e-voting will be declared by Thursday, January 9, 2025 by 5:00 PM IST by placing it, along with the scrutinizer’s report, on the Company’s website www.cumminsindia.com and upon submission to Stock Exchanges, on the websites of National Stock Exchange of India Limited i.e., www.nseindia.com and BSE Limited i.e., www.bseindia.com respectively.

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  1. The Ordinary Resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Tuesday, January 07, 2025.

  2. Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

D. Detailed Instructions for casting votes through e-voting facility

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various e-voting service providers (ESP) portals directly from their demat accounts.

  • I. Login method for Individual shareholders holding securities in demat mode is given below:

i. Individual Shareholders holding securities in demat mode with NSDL: METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

  1. Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  2. Enter user id and password. Post successful authentication, click on “Access to e-voting”.

  3. Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User not registered for IDeAS facility:

  1. To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  1. Proceed with updating the required fields.

  2. Post registration, user will be provided with Login ID and password.

  3. After successful login, click on “Access to e-voting”

  4. Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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METHOD 2 - By directly visiting the e-voting website of NSDL:

  1. Visit URL: https://www.evoting.nsdl.com/

  2. Click on the “Login” tab available under ‘Shareholder/Member’ section.

  3. Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  4. Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

  5. Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

ii. Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

  1. Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

  2. Click on New System Myeasi

  3. Login with user id and password

  4. After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

  5. Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users not registered for Easi/Easiest

  1. To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration or https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

  2. Proceed with updating the required fields.

  3. Post registration, user will be provided Login ID and password.

  4. After successful login, user able to see e-voting menu.

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  1. Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

  1. Visit URL: https://www.cdslindia.com/

  2. Go to e-voting tab.

  3. Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  4. System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  5. After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

iii. Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of demat account through depository participant (DP) registered with NSDL/CDSL for e- voting facility.

  1. Login to DP website

  2. After Successful login, members shall navigate through “e-voting” tab under Stocks option.

  3. Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- voting menu.

  4. After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

II. Login method for Individual shareholders holding securities in physical form/ NonIndividual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

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  1. Visit URL: https://instavote.linkintime.co.in

  2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

  3. A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

  4. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

  5. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

  6. D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

    • *Shareholders holding shares in physical form but have not recorded ‘C’ and

    • ‘D’, shall provide their Folio number in ‘D’ above

    • *Shareholders holding shares in NSDL form, shall provide ‘D’ above

    • *Shareholders holding shares in CDSL form, shall provide ‘C’ or ‘D’ above

    • Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

    • Click “confirm” (Your password is now generated).

  7. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

  8. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

  1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.

  2. E-voting page will appear.

  3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

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  1. After selecting the desired option i.e. Favour / Against, click on ‘Submit’ . A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

III. Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

  1. Visit URL: https://instavote.linkintime.co.in

  2. Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

  3. Fill up your entity details and submit the form.

  4. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  5. Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

  6. While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • a. ‘Investor ID’ –

    • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID e.g., IN00000012345678

    • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

  • b. ‘Investor’s Name’ - Enter full name of the entity.

  • c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

  • d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

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  • d) Click on Submit button and investor will be mapped now.

  • e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

  1. Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  2. Click on ‘Votes Entry’ tab under the Menu section.

  3. Enter Event No. for which you want to cast vote. Event No. will be available on the home page of InstaVote before the start of remote evoting.

  4. Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

  5. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).

  6. After selecting the desired option i.e., Favour / Against, click on 'Submit'.

  7. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

  1. Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  2. You will be able to see the notification for e-voting in inbox.

  3. Select 'View' icon for 'Company’s Name / Event number'. E-voting page will appear.

  4. Download sample vote file from ‘Download Sample Vote File’ option.

  5. Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

  6. Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

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IV.

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ NonIndividual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with
NSDL		 Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call on 022 - 4886 7000 and
022 - 2499 7000
Individual Shareholders holding
securities in demat mode with
CDSL		 Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact on toll
free no. 1800 22 55 33

V. Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

  • Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

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In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

  • Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

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  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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ANNEXURE TO THE NOTICE

Explanatory Statement pursuant to Section 102 of the Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and statement of additional Information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the item included in this Postal Ballot Notice:

Mr. Cornelius O’Sullivan, aged 58, holds MSC in procurement from University of South Wales and is MCIPS accredited. Mr. O’Sullivan has worked in various Supply Chain roles throughout his 30 years career. Since, joining Cummins in 1997, Mr. O’Sullivan began as the Global SQI leader based in Huddersfield, England. In 1998, he became the Global Procurement leader and by 2001 moved to Charleston, SC (USA) with Cummins Turbo Technologies (CTT). Mr. O’Sullivan was responsible for launching the new VG turbo in North America and had responsibility for Global Manufacturing. He returned to the UK in 2006 and launched the first centralized regional Purchasing team along with assuming responsibility for High Horsepower Purchasing leadership in 2009. Mr. O’Sullivan currently leads the Power System Business Unit for Cummins India Limited. He is responsible for driving growth and enhancing market presence for Power Generation and Industrial businesses serving India and global markets. He also led the launch of the CPCB IV+ range of products for the powergen market in India, featuring amongst the most comprehensive and stringent emission standards for powergen in the world.

Over the past 10 years, Mr. O’Sullivan had increased responsibility within Power Systems supply chain and currently leads strategy, planning, logistics, procurement and synchronous business planning. Mr. O’Sullivan’s has also been a member of the Cummins Supply Chain Leadership Team for the last three years and has been engaged in setting the supply chain transformation roadmap. Most recently, Mr. O’Sullivan’s responsibility includes leading the design and launch of the first Regional Operating Team in EMEA.

The Board of Directors at its meeting held on November 7, 2024, on the recommendation of Nomination and Remuneration Committee, had appointed Mr. O’Sullivan as an Additional Director (Non-executive and Non-Independent) of the Company, liable to retire by rotation, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company with effect from November 8, 2024.

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of Non-executive, Non-Independent Director will be subject to approval of members by way of ordinary resolution at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

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Mr. O’Sullivan is eligible to be appointed as a Director (Non-Executive and Non-Independent) of the Company. A notice has been received from a Member, as required under Section 160 of the Act, 2013, proposing the candidature of Mr. O’Sullivan for office of the Director of the Company.

Mr. O’Sullivan has given a declaration to the Board that he meets the criteria to be appointed as a Director, as required under the Act, 2013. In the opinion of the Nomination and Remuneration Committee and the Board, Mr. O’Sullivan fulfils the conditions specified in the Act and the Rules framed thereunder for appointment as a Director.

The Company has received the relevant disclosures from Mr. O’Sullivan including the following:

  • consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; and

  • intimation in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub-section (1) and (2) of Section 164 of the Act.

  • Confirming that he is not debarred from accessing the capital markets and /or restrained from holding the position of Director in any company by virtue of any order of the Securities and Exchange Board of India or any other such authority.

Therefore, Mr. O’Sullivan is not disqualified from being appointed as Director of the Company pursuant to Section 164 of the Act and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014 and that he is not debarred from accessing the capital markets and /or restrained from holding the position of Director in any company by virtue of any order of the Securities and Exchange Board of India or any other such authority.

Mr. O’Sullivan does not hold any shares in the Company including any beneficial interest and is not related to any Directors, or Key Managerial Personnel of the Company. He does not hold any Committee positions in the Company, further, he does not hold any directorship or membership of Committees in other Companies in India. Further, he has not resigned from any other listed entity in past 3 years. Since, his appointment as Additional Director is effective from November 8, 2024, he has not attended any Board Meeting of the Company as on the date of this notice.

Mr. O’Sullivan has core skills/expertise in General Management and Leadership, Strategy, Global business/ emerging Market Experience, Industry knowledge and experience in supply chain management.

Mr. Cornelius O’Sullivan, Director (Non-Executive and Non-Independent) is not entitled to any remuneration from the Company.

Except Mr. O’Sullivan, no other Director, Manager or Key Managerial Personnel or their respective relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at

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Item No. 1 of the Notice. Further, Mr. O’Sullivan is not inter-se related to any of the Directors, Manager and Key Managerial Personnel of the Company.

The Board recommends the Ordinary Resolution at set out at Item No. 1 of the Notice for approval by the Members.

Registered Office: Cummins India Office Campus, Tower A, 5th Floor, Survey no. 21, Balewadi, Pune 411 045 CIN: L29112PN1962PLC012276 E-mail: [email protected] Website: www.cumminsindia.com Tel: 020 67067000 Fax: 020 67067015

Place: Pune Date: November 07, 2024

By Order of the Board, For Cummins India Limited,

Vinaya Joshi Company Secretary and Compliance Officer Membership No.: A25096

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