111
Notice
Directors’Report
(104-124)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
The Remuneration paid/payable to the Managing Directors and
Executive Directors in FY 2013-14 is as under:
Remuneration Committee.
Based on the requirements of the Act, an Independent Director
shall hold office for a term of upto five consecutive years on the
Board of a Company and would not be liable to retire by rotation.
An Independent Director would be eligible to be re-appointed for
another five years on pasing of a Special Resolution by the Company.
However no Independent Director shall hold office for more than
two consecutive terms but would be eligible for appointment after
the expiration of three years of ceasing to become an Independent
Director. Provided that during the said period of three years, he/she
is not appointed in or be associated with the Company in any other
capacity, either directly or indirectly.
Stakeholder Relationship Committee
Pursuant to Section 178(5) of the Act the Company renamed
the erstwhile Investors’ Grievance Committee as the Stakeholder
Relationship Committee with effect from November 8, 2013. The
Committee comprises of two Independent Directors and one
Non-Executive Director. The Stakeholder Relationship Committee
of the Board is empowered to oversee the redressal of investors’
complaints pertaining to share/debenture transfers, non-receipt
of annual reports, interest/dividend payments, issue of duplicate
certificates, transmission (with and without legal representation)
of shares and debentures, matters pertaining to Company’s fixed
deposit programme and other miscellaneous complaints. During the
year under review, two Committee meetings were held on August
21, 2013 and March 28, 2014. The composition of the Stakeholder
Relationship Committee and attendance at its meeting is as follows:
Composition
Meetings attended
V K Jairath
2
Ravi Kant
2
Falguni Nayar
1
(Late) Karl Slym
(1)
1
(1)
Ceased to be member w.e.f. January 26, 2014
Name
Karl Slym
(3)
Ravindra
Pisharody
S B Borwankar
Salary
110.80
57.24
45.12
Perquisites &
Allowances
(1)
1,159.97
249.87
198.69
Retirement
Benefits
(2)
13.30
68.26
38.97
(
`
in Lakhs)
Note: Approval of the Shareholders has been sought vide Postal Ballot Notice
dated May 22, 2014 for payment of minimum remuneration to Managing
Director and Executive Directors in view of inadequacy of profits/losses
and ratification of payment of excess remuneration paid/payable during
the financial year ended March 31, 2014. An application to the Central
Government is also being made for the same. No Commission was paid/
payable to the Managing Director and Executive Directors for FY 2013-14 in
view of inadequacy of profits.
(1)
Includes leave encashment, bonus and incentive
(2)
Includes provisions for special retirement benefits but excludes provision
for encashable leave and gratuity, as separate actuarial valuation for
Executive Directors is not available.
(3)
Apart from the above, statutory dues paid on the demise of Mr. Slym to his
legal heir namely social security benefits and gratuity, both, aggregated to
`
241.03 Lakhs.
Retirement Policy for Directors
The Company has adopted the Guidelines for retirement age wherein
Managing and Executive Directors retire at the age of 65 years. The
Executive Directors, who have been retained on the Company’s Board
beyond the age of 65 years as Non-Executive Directors for special
reasons may continue as Directors at the discretion of the Board
but in no case beyond the age of 70 years. The retirement age for
Independent Directors is 75 years. The Company has adopted a Policy
for Managing and Executive Directors which has been approved by
the Members of the Company, offering special retirement benefits
including pension, ex-gratia and medical. In addition to the above, the
retiring Managing Director is entitled to residential accommodation or
compensation in lieu of accommodation on retirement. The quantum
and payment of the said benefits are subject to an eligibility criteria
of the retiring director and is payable at the discretion of the Board in
each individual case on the recommendation of the Nomination and
Compliance Officer
Mr H K Sethna, Company Secretary, who is the Compliance Officer,
can be contacted at: Tata Motors Limited, Bombay House, 24, Homi
Mody Street, Mumbai - 400 001, India.
Tel: 91 22 6665 8282, 91 22 6665 7824 / Fax: 91 22 6665 7260
Email:
.
