Corporate Governance


At Cummins, we strive to do what is right and to do what we will say we will do. This long-standing commitment to integrity provides the framework for all our business activities, and serves as the foundation for the Company's governance policies and procedures.

 
Code of Conduct for Board of Directors
Code of Business Conduct
Ethics
Nomination and Remuneration Policy
Corporate Social Responsibility Policy
Related Party Transactions Policy
Terms and Conditions of appointment of the Independent Director
Whistle Blower Policy
Cummins Code of Practices and Procedures_Fair Disclosure_2015
Cummins Code of Conduct_Insider Trading_2015
Familiarisation Programme for Independent Directors
Material Events Policy
Document Retention and Archival Policy
 
Composition & Category of Board of Directors

Category Name of Director Status
Promoters Mr. Anant J. Talaulicar  (Chairman)

Mr. Antonio Leitao

Mr. Norbert Nusterer

Mr. Mark Smith

Ms. Suzanne M. Wells

Executive
Non-Executive

Non-Executive

Non-Executive

Non-Executive

  Independent

Mr. Nasser Munjee

Mr. P. M. Telang

Mr. P. S. Dasgupta

Mr. Rajeev Bakshi

Mr. Venu Srinivasan

Non-Executive

Non-Executive

Non-Executive

Non-Executive

Non-Executive

  Alternate

Mr. J. M. Barrowman
(Alternate Director to Mr. Norbert Nusterer)

Mr. Pradeep Bhargava
(Alternate Director to Mr. Mark Smith)

Ms. Nicole L McDonald
(Alternate Director to Ms. Suzanne M Wells)

Non-Executive


Non-Executive


Non-Executive

 
Committees of the Board
 
Audit and; Risk Management Committee
Chairman

   Mr.Nasser Munjee

Members

   Mr. Anant J. Talaulicar

   Mr. Mark Smith

   Mr. P. M. Telang

   Mr. P. S. Dasgupta

   Mr. Rajeev Bakshi

   Mr. Venu Srinivasan

 
A. Broad Terms of Reference to Audit and Risk Management Committee :
  • To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
  • To recommend appointment, remuneration and terms of appointment of Auditors of the Company
  • To approve payment to Statutory Auditors for any other services rendered by the Statutory Auditors
  • To review with the Management, the annual financial statements and Auditor's Report thereon before submission to the board for approval, with particular reference to:
    • Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
    • Changes, if any, in accounting policies and practices and reasons for the same
    • Major accounting entries involving estimates, based on the exercise of judgment by Management
    • Significant adjustments made in the financial statements arising out of audit findings
    • Compliance with listing and other legal requirements relating to financial statements
    • Disclosure of any related party transactions
    • Qualifications in the draft Audit Report.
  • To review, with the Management, the quarterly financial statements before submission to the Board for approval.
  • To review, with the Management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes
  • other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the end utilisation of proceeds of a public or rights issue, and making
  • appropriate recommendations to the Board to take up steps in this matter
  • To review and monitor the auditor's independence and performance, and effectiveness of audit process
  • To approve transactions of the Company with related parties and/ or any subsequent modification thereof
  • To scrutiny of inter-corporate loans and investments
  • To evaluate undertakings or assets of the Company, wherever it is necessary
  • To evaluate internal financial controls and risk management systems
  • To review, with the Management, performance of statutory and internal auditors, adequacy of the internal control systems
  • To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit
  • To discuss with internal auditors of any significant findings and follow up there on
  • To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board
  • To discuss with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
  • To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors
  • To review the functioning of the Whistle Blower mechanism
  • To approve appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate
  • To identify, assess and mitigate the existing as well as potential risks to the Company and to recommend the strategies to the Board to overcome them
  • To develop and implement action plans to mitigate the risks
  • To oversee at such intervals as may be necessary, the adequacy of Company's resources to perform its risk management responsibilities and achieve its objectives
  • To review on a half yearly basis the Company's performance against the identified risks of the Company
  • To formulate the strategies towards identifying any areas that may materially affect the Company's overall risk exposure and to review the Risk Management Plan
  • To regularly review the risk management framework for the operations of the Company that are deemed necessary
  • To perform such other activities related to Risk Management Plan as requested by the Board of Directors or to address issues related to any significant, subject within its term of reference.
  • To carry out any other function as is mentioned in the terms of reference of the Audit and Risk Management Committee.
B. The Audit and Risk Management Committee shall mandatorily review the following information:
  • Management discussion and analysis of financial condition and results of operations
  • Statement of significant related party transactions (as defined by the Audit Committee), submitted by management
  • Management letters/ letters of internal control weaknesses issued by the statutory auditors
  • Internal audit reports relating to internal control weaknesses
  • The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit and Risk Management Committee.
 
Stakeholders Relationship Committee
Chairman

   Mr. P. M. Telang

Members

   Mr. Anant J. Talaulicar

     Mr. P. S. Dasgupta
     Mr. Venu Srinivasan
 

Broad Terms of Reference to Stakeholders Relationship Committee:

  • To review and advise the Company on any grievance in relation to:
    • non-transfer of shares
    • non-receipt of Annual Report
    • non-receipt of dividend / interest warrants
  • Any other investors grievance raised by any stakeholder
 
Nomination and Remuneration Committee
Chairman

   Mr. P. M. Telang

Members

   Mr. Anant J. Talaulicar

     Mr. Nasser Munjee
     Mr. P. S. Dasgupta

Broad Terms of Reference to Nomination and Renumeration Committee :

  • To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance
  • To formulate the criteria for determining qualifications, positive attributes and independence of a director and
  • To formulate and recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees

 
Corporate Social Responsibility Committee
Chairman

   Mr. P. M. Telang

Members

   Mr. Anant J. Talaulicar

     Mr. Nasser Munjee
     Mr. P. S. Dasgupta

Broad Terms of Reference to Corporate Social Responsibility Committee :

  • To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013
  • To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company
  • To monitor the CSR policy of the Company from time to time
  • Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time









 

Details of Key Managerial Personnel authorized to determine materiality of an event in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In terms of Regulation 30(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have authorized the following Key Managerial Personnel of the Company for the purpose of determining materiality of an event under this regulation

 
Name Designation Email Phone
Mr. Anant J.Talaulicar Chairman & Managing Director sudhakar.d.kulkarni@cummins.com 020 67067115
Mr. Rajiv Batra Chief Financial Officer swananda.ghoting@cummins.com 020 67068053
Mr. K. Venkata Ramana Group Vice President – Legal & Company Secretary hemlata.a.gawali@cummins.com 020 67067650

Details of agreements entered into with the media companies and/or their associates:-

  • The Company has entered into agreement with Genesis Burson Marstellar Public Relations Private Limited on January 1, 2015 with validity up to December 31, 2016.
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