Tata Motors has once again sought its shareholders’ approval to waive compensation paid in excess of the prescribed limit for FY14 to three board members, six months after they had rejected the first proposal.

The postal ballot also seeks approval for a minimum remuneration agreed to in 2012 to be paid to Ravi Pisharody, Executive Director (CV), and Satish Borwankar, ED (Quality), in case of inadequate profits in FY15 and FY16.

The e-voting starts on December 20 and ends on January 19. The results will be announced before January 23.

The prospect of Pisharody and Borwankar and the legal heirs of late Managing Director Karl Slym having to “return” an excess of ₹3.2 crore, ₹2.3 crore and ₹14.6 crore, respectively, paid to them in 2013-14, had arisen because the resolution for the waiver had not got the requisite 75 per cent vote.

The approval was necessary as Tata Motors had posted a standalone net loss of ₹2,570 crore in 2013-14. In a situation of ‘inadequate profits’, the Companies Act caps the annual compensation at ₹48 lakh, and shareholders have to clear higher pay.

In a stock exchange filing, Tata Motors said the limit is revised under the Companies Act, 2013, applicable from 2014-15, and based on the Company’s Effective Capital. On a theoretical application the new permissible remuneration limit would have been ₹263.88 lakh for FY 2013-14 instead of ₹48 lakh, based on the Company’s Effective Capital of ₹7,44,392.02 lakh as on March 31, 2013, it said.

Pisharody and Borwankar are the highest paid executives of the standalone Tata Motors and the only two under the ambit of the Companies Act. The Company said the remuneration of ₹3.67 crore and ₹2.76 crore, respectively, paid/payable to them is in line with industry standards and Board-level positions in similar-sized domestic companies.

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