Key Resolution Details

  • Resolution Type: Ordinary Resolution
  • Purpose: To approve payment of commission to non-executive independent directors of the company
  • Commission Limit: Not exceeding 1% per annum of net profits calculated under Section 198 of Companies Act, 2013
  • Period: Five financial years commencing from April 01, 2026 to March 31, 2031
  • Additional Benefits: Commission is in addition to sitting fees and reimbursement of expenses for attending Board/Committee meetings

Voting Process Details

  • Voting Method: Remote e-voting only (no physical voting)
  • Voting Period: September 16, 2026 (9:00 AM IST) to October 15, 2026 (5:00 PM IST)
  • Cut-off Date: September 11, 2026 for determining voting eligibility
  • Service Provider: MUFG Intime India Private Limited via InstaVote platform
  • Scrutinizer: M/s. Mehta & Mehta, Company Secretaries, Pune appointed to conduct the process
  • Result Declaration: Within two working days from end of voting period on company and stock exchange websites

Financial Impact Provisions

  • Commission payable after annual accounts are approved by Board and adopted by Members
  • In event of loss or inadequacy of profits, remuneration may exceed 1% of net profits subject to Schedule V restrictions
  • No Central Government approval required as payment is within prescribed limits
  • Quantum determined by Board based on Nomination and Remuneration Committee recommendations considering participation, contribution and attendance

Document Availability

  • Company website: www.cumminsindia.com
  • Stock exchange websites: BSE (www.bseindia.com) and NSE (www.nseindia.com)
  • RTA website: https://instavote.linkintime.co.in

Additional Shareholder Information

  • Notice sent only electronically to registered email addresses
  • Physical shareholders must update KYC details including PAN, bank account, signature specimen
  • Special window open until February 04, 2027 for transfer/dematerialization of physical securities purchased before April 01, 2019
  • Non-executive non-independent directors receive neither sitting fees nor commission

Board Recommendation

The Board of Directors, based on Nomination and Remuneration Committee recommendation, recommends the ordinary resolution for member approval.

Interested Parties

None of the Directors, Key Managerial Personnel or their relatives are concerned or interested in the resolution, except the non-executive independent directors to the extent of commission that may be payable to them.