India 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.

Composition and Category of Board of Directors

Category	Name of Director	Status
Promoters	Mr. Ashwath Ram Mr. Steven Chapman Mr. Donald Jackson Ms. Jennifer Mary Bush Ms. Bonnie Jean Fetch	Executive Non-Executive Non-Executive Non-Executive Non-Executive
Independent	Mr. Nasser Munjee Mr. P. S. Dasgupta Mr. Rajeev Bakshi Ms. Rama Bijapurkar Ms. Rekha	Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive

Committees of the Board - Audit and Compliance Committee

Chairman	Mr. Nasser Munjee
Members	Mr. P. S. Dasgupta Mr. Rajeev Bakshi Mr. Donald Jackson

A. Broad Terms of Reference to Audit and Compliance Committee for review of financial reporting process and system of internal financial controls:

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 (Statutory Auditors, Secretarial Auditor, Cost Auditor and Internal Auditor) of the Company and 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 and any amendment thereto

· 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.

· Investments made by the unlisted subsidiary

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 utilization 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, performance, experience, qualification, and effectiveness of audit process
To approve transactions of the Company with related parties and/or any subsequent modification thereof
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 compliance and reports as may be applicable, pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively.
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 Policy and/or Vigil Mechanism.
To review and recommend the Cost Audit Statements and Cost Audit Report to the Board of Directors
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 review utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower or such other limit as may be prescribed.

B. The Audit Committee and Compliance 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 internal auditor shall be subject to review by the Committee.
Statement of deviation(s) or variation(s) for public issue, rights or preferential issue, etc, as required under Regulation 32 of SEBI (LODR) Regulations, 2015:

a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

C. Broad Terms of Reference to Audit and Compliance Committee for review of legal and regulatory compliances:

To review the system and/or framework devised for monitoring and implementing compliance with applicable laws, rules and regulations, to ensure that the same is adequate and operating effectively and to recommend changes required if any;
To note the overall compliance status by periodically reviewing the Legal Compliance Report including management responses thereto;
To review the legal cases filed by and against the Company, as per the threshold approved by the Board and/or Committee from time to time and significant government inquiries or investigations and other significant legal actions, if any;
To review significant current and upcoming amendments to the laws, rules and regulations that may impact business operations, performance, strategy or reputation of the Company;
To review Ethics updates periodically;
To aid management in developing a strong compliance culture at all levels in the Company resulting in appropriate consideration of compliance risks in key strategic and business decisions.

Stakeholders Relationship Committee

Chairman	Mr. P. S. Dasgupta
Members	Mr. Ashwath Ram Mr. Rajeev Bakshi Ms. Rama Bijapurkar

Broad Terms of Reference to Stakeholders Relationship Committee:

To resolve the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends/ warrants, issue of new/duplicate certificates or new certificates on split/consolidation/renewal etc., dematerialization and re-materialization requests of equity shares are addressed in timely manner, general meetings, Investor Education and Protection Fund related queries etc.
To oversee compliances in respect to dividend payments and transfer of unclaimed amounts and shares to the Investor Education and Protection Fund, as per the provisions of Companies Act, 2013 and Rules thereunder.
To review the measures taken for effective exercise of voting rights by security holders.
To oversee the performance of the Registrar & Share Transfer Agent (‘RTA’) including review of their adherence to the service standards adopted by the Company or as may be prescribed by regulatory authorities, from time to time.
To recommend measures for overall improvement in the quality of investor services including ensuring proper controls.
To review various measures and initiatives taken by the company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Nomination and Remuneration Committee

Chairperson	Ms. Rama Bijapurkar
Members	Mr. Nasser Munjee Mr. P. S. Dasgupta Mr. Rajeev Bakshi Mr. Steven Chapman

Broad Terms of Reference to Nomination and Remuneration Committee:

To identify persons who are qualified to become Directors and who may be appointed as Key Managerial Personnel and Senior Management in accordance with the criteria laid down and recommended to the Board their appointment and removal;
Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a remuneration policy, relating to the remuneration for the Directors, Key Managerial Personnel, and other employees;
Formulation of criteria for evaluation of performance of Independent Directors, Non-Executive Directors, the Board and Committees of the Board as per applicable laws;
Devising a policy on diversity of the Board of Directors as a part of overall Nomination and Remuneration Policy;
Recommend to the Board, all remuneration, in whatever form, payable to Directors, Key Managerial Personnel and Senior Management;
Identify whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors or on the basis of review of skills matrix of the Board of Directors;
Deliberate on succession planning of Executive and Independent Directors, Key Managerial Personnel and Senior Management;
Delegating any of its powers to one or more of its Members (including Chairperson) or the Secretary of the Committee;
Obtain outside legal or other professional advice of consultants with relevant expertise, if Committee considers it necessary; and
Carry out any other function as may be delegated by the Board or as may be prescibed under applicable laws from time to time.

Corporate Social Responsibility Committee

Chairman	Mr. P. S. Dasgupta
Members	Mr. Nasser Munjee Ms. Rama Bijapurkar Mr. Ashwath Ram

Broad Terms of Reference to Corporate Social Responsibility Committee:

To identify the areas of CSR activities
To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of the Companies Act, 2013 or any amendment thereto read with Government Directives from time to time;
To formulate and recommend to the Board, an Annual Action Plan, in pursuance to its CSR Policy.
To recommend the amount of expenditure be incurred on the such other activities as decided and permitted under the applicable laws from time to time
To implement and monitor the Corporate Social Responsibility Policy of the Company from time to time.
To coordinate with Cummins India Foundation or any other agencies as may be decided, for implementing programs and executing initiatives as per CSR Policy of the Company.

Risk Management Committee

Chairman	Mr. Rajeev Bakshi
Members	Mr. Nasser Munjee Mr. P. S. Dasgupta Mr. Ashwath Ram Ms. Rama Bijapurkar

Broad Terms of Reference to Risk Management Committee:

To identify, assess, mitigate and monitor the existing as well as potential risks (internal and external) to the Company, to recommend the strategies to overcome them and review key leading indicators in this regard.
To formulate and recommend to the Board, a Risk Management Policy.
To periodically review and approve the Risk Management framework including the risk management processes, systems and practices of the Company.
To evaluate significant risk exposures of the Company and assess management's actions to mitigate the exposures in a timely manner.
To co-ordinate its activities with the Audit Committee and other committees in instances where there is any overlap with risk areas or audit (e.g. internal or external risk issues/ audit issues relating to Risk Management Policy or practice).
To review and periodically assess the Company's performance against the identified risks of the Company.

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. Ajay S Patil	Chief Financial Officer	[email protected]	020 6706 8053
Ms. Vinaya A. Joshi	Company Secretary and Compliance officer	[email protected]	020 6706 7199

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

The Company has entered into an annual contract with Weber Shandwick India on May 5, 2023 with a validity up to May 5, 2028.