TaxTMI 
TaxTMI 
Substitution of section 4.
X X X X Extracts X X X X
X X X X Extracts X X X X
....e rank of a Joint Secretary to the Government of India, to be nominated by the Central Government; (d) not more than two individuals, to be nominated by the Central Government, who have special knowledge or practical experience in actuarial science, business management, economics, finance, human resources, information technology, insurance, law, risk management, or any other field the special knowledge or practical experience of which would be useful to the Corporation in the opinion of the Central Government or who represent the interests of policyholders; (e) where the total holding of members other than the Central Government in the paid-up equity capital of the Corporation is-- (i) not more than ten per cent., one individual; (ii) more than ten per cent. but not more than twenty-five per cent., two individuals; and (iii) more than twenty-five per cent., three individuals, elected by such members in such manner as may be specified by regulations, to be appointed by the Board; (f) such number of independent directors, not exceeding three, to be recommended by the Nomination and Remuneration Committee and appointed by the Board....
X X X X Extracts X X X X
X X X X Extracts X X X X
....irector under sub-section (2), the Central Government or the Nomination and Remuneration Committee, as the case may be, shall satisfy itself that such an individual as a director shall have no financial or other interest as is likely to affect prejudicially the exercise or performance by him of the functions of a director: Provided that the Board shall satisfy itself from time to time with respect to every director other than a director nominated under clause (c) of sub-section (2) that he has no such interest: Provided further that, for the purposes of this subsection, any individual who is, or whose appointment or nomination or election is proposed and who has consented to be a director, shall furnish such information as the Central Government or the Nomination and Remuneration Committee or the Board, as the case may be, may require. (6) Notwithstanding anything contained in sub-section (2), on and from the appointed date, an individual appointed under section 4 who is eligible to be or remain a director under section 4A and who, immediately before such appointed date, held the office of a member of the Corporation- (i) in the capacity as the C....
X X X X Extracts X X X X
X X X X Extracts X X X X
....been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be a director; (e) an order disqualifying him to be a director has been passed by a court or the National Company Law Tribunal constituted under section 408 of the Companies Act, and the order is in force; (f) he has been convicted of the offence dealing with related party transactions under section 188 of the Companies Act or under any other law for the time being in force during the preceding five years; (g) he has not paid any calls in respect of any shares of the Corporation held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of such call; (h) he has not complied with the provisions of subsection (i) of section 165 of the Companies Act; (i) he is disqualified from being appointed as a director of a company under sub-section (2) of section 164 of the Companies Act; (j) he is a salaried government official, other than an individual nominated director under clause (c) of subsection (2) of section 4; (k)....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ing of the Board or its Committee, disclose the nature of his concern or interest to the Board or the Committee, as the case may be: Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested, or at the first meeting of the Board held after he becomes so concerned or interested. (3) A contract or arrangement entered into by the Corporation without disclosure under sub-section (2) or with participation by a director who is concerned or interested in any way, whether directly or indirectly, in such contract or arrangement, shall be voidable at the option of the Corporation. (4) Such employees as the Board may specify as constituting the senior management of the Corporation shall make disclosures to the Board relating to all material, financial and commercial transactions, in which they have personal interest that may have a potential conflict with the interest of the Corporation, and the Board shall formulate....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ctions exceeding such sums as the Board may specify, shall be entered into except with the prior approval in the general meeting: Provided further that no member shall vote in such general meeting to approve any contract or arrangement which may be entered into by the Corporation, if such member is a related party: Provided also that nothing in this sub-section shall apply to any transactions entered into by the Corporation in its ordinary course of business, other than transactions which are not on an arm's length basis: Provided also that the requirement of approval under the first proviso shall not be applicable for transactions entered into between the Corporation and its wholly owned subsidiary, if any, whose financial statements are consolidated with the Corporation and placed before the members at the general meeting for adoption. Explanation.-In this sub-section,- (a) the expression "office or place of profit" means any office or place- (i) where such office or place is held by a director, if the director holding it receives from the Corporation anything by way of remuneration over and above the remuneration to which he ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Joint Secretary to the Government of India or equivalent, as adjudicating officer for adjudging penalties under the provisions of this Act. (2) The adjudicating officer may, on a complaint made in writing by a person authorised by the Corporation, and after giving a reasonable opportunity of being heard, by an order impose penalty on a director or employee liable to penalty under any provision of this Act on account of any contravention or violation on his part. (3) The adjudicating officer, for the purposes of discharging his functions under this Act, shall have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908 (5 of 1908.) while trying a suit, to summon and enforce the attendance of any person and examine him on oath and to require the discovery and production of documents or other electronic records, and shall be deemed to be a civil court for purposes of Order XXI of the Civil Procedure Code, 1908 (5 of 1908.). (4) A director or employee aggrieved by any order made by the adjudicating officer may prefer an appeal to such officer to the Central Government of a rank higher than that of the adjudicating officer as th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rporate governance in alignment with the requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 made by the Securities and Exchange Board of India under the provisions of the Securities and Exchange Board of India Act, 1992, and thereby enabling the listing of LIC on recognised stock exchanges and making of an initial public offer, through which Government may sell its shares in LIC. It is also proposed to insert new sections 4A, 4B, 4C and 4D in the LIC Act to provide for disqualifications to be a director, disclosure of interest by director and senior management, related party transactions and adjudication of penalties for contravention or violation liable to penalty under the LIC Act, in order to bring the provisions relating to corporate governance in alignment with listing requirements. It is also proposed to substitute section 5 of the LIC Act, to provide for LIC's capital, issue of equity shares to the Central Government in consideration for paid-up equity capital provided by the Central Government to LIC before the coming into force of the new section, application of premiums received on issue ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....or entrustment and delegation of powers and duties of the Chairperson and Managing Directors of LIC by its Board, in order to bring the provisions relating to corporate governance in alignment with listing requirements. It is also proposed to amend section 22 of the LIC Act to omit the existing provision under sub-section (2) for constitution of a Board in each zone of LIC and to amend the existing provision for a "member" of LIC (who corresponds to a director under the proposed amendments) to be a Zonal Manager of LIC, consequential to proposed constitution of Board of LIC under the substituted section 4 and the disqualification to be a director under clause (l) of the new section 4A. It is also proposed to insert new section 23A in the LIC Act, to provide for annual general meeting and other general meetings of registered shareholders of LIC, in order to bring the provisions relating to the rights of LIC's shareholders in alignment with listing requirements. It is also proposed to substitute section 24 of the LIC Act, to provide for LIC having a multiplicity of funds, establishment of reserves and maintenance of separate funds for participating and non-participating poli....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nt in money receivable into the Consolidated Fund of India on account of such increased allocation or reservation. It is also proposed to amend section 28A and insert new sections 28B and 28C in the LIC Act, to make provisions regarding the declaration of dividend and crediting of unclaimed and unpaid dividend amount to an Unpaid Dividend Account, in order to bring the provisions relating to dividends in alignment with listing requirements and consequential to the provision under the proposed new section 5 for issue of equity share capital to persons other than the Central Government. It is also proposed to substitute section 46 of the LIC Act, to provide that defects in constitution of the Board and committees thereof, or in appointment or nomination of directors, will not invalidate their acts or proceedings, which are matters incidental to the proposed creation of the Board and its committees under the proposed new sections 4, 19, 19A, 19B, 19C and 19D. It is also proposed to substitute section 47 in the LIC Act, to provide for protection of action taken by a director other than a whole-time director, which are matters incidental to the provision for independent, electe....