Substitution of section 19.

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....ard may entrust to it. Investment Committee. 19A.The Board may, for such functions relating to investment of the funds of the Corporation as the Board may entrust, constitute an Investment Committee of the Board, consisting of the Chief Executive and not more than seven other directors, of which a minimum two shall be directors other than directors appointed under clause (a) or clause (b) of sub-section (2) of section 4: Provided that the officers of the Corporation heading the functions dealing with finance, risk, investment and law as well as its Appointed Actuary shall be invited to every meeting of the Committee and shall have a right to be heard at the meeting. Explanation.-For the purposes of this section and section 24B, "App....

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....the same to the Board; (ii) in accordance with the criteria referred to in clause (i), identify individuals who are qualified to be appointed as such a director: Provided that while identifying individuals, the Committee shall have due regard to the requirements under the proviso to sub-section (1) of section 19C; (iii) give its recommendations to the Board regarding appointment and removal of such an individual, and carry out evaluation of his performance; and (iv) recommend to the Board a policy relating to the sum payable as sitting fees to a director nominated or appointed under clauses (e) or (f) or (g) of sub-section (2) of section 4, subject to such fees not exceeding such limit as may apply in respect of sitting fees payable....

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....es: Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the Corporation subject to the conditions specified in sub-section (3): Provided further that in case of transaction other than transactions referred to in section 4C, and where the Audit Committee does not approve a transaction, it shall make its recommendations to the Board: Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or an officer of the Corporation without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be vo....

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....other conditions as the Audit Committee may deem fit: Provided that where the need for related party transaction cannot be foreseen and the said details are not available, the Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding one crore rupees per transaction; (d) the Audit Committee shall review on a quarterly basis, the details of related party transactions entered into by the Corporation pursuant to every omnibus approval given; and (e) omnibus approval shall be valid for a period not exceeding one year and shall require fresh approval after expiry of one year. (4) The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit inc....