MINISTRY OF FINANCE
(Department of Financial Services)
NOTIFICATION
New Delhi, the 3rd March, 2022
G.S.R. 171(E).—In exercise of the powers conferred by section 48 of the Life Insurance Corporation Act, 1956 (31 of 1956), the Central Government hereby makes the following rules further to amend the Life Insurance Corporation of India General Rules, 1956, namely:—
1. Short title and commencement.—These rules may be called the Life Insurance Corporation of India General (Amendment) Rules, 2022.
(2) They shall come into force on the date of their publication in the Official Gazette.
2. In the Life Insurance Corporation of India General Rules, 1956 (hereinafter referred to as the said rules), in rule 2, in sub-rule (1),—
(a) after clause (i), the following clauses shall be inserted, namely:—
‘(ib) “audio-visual means” means video conferencing and such other means of audio-visual electronic communication which enable all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting;
(ic) “chairman” means the chairman referred to in sub-rule (6) of rule 28;
(id) “Company Secretary” shall mean a person who is a member of the Institute of Company Secretaries of India, constituted under the Company Secretaries Act, 1980 (56 of 1980) and who is the head of the secretarial function of the Corporation;
(b) after clause (iia), the following clause shall be inserted, namely:—
‘(iib) “special business” means,—
(a) in respect of an annual general meeting, all business to be transacted thereat other than items of business specified in sub-section (2) of section 23A of the Act; and
(b) in respect of any other general meeting, all business to be transacted thereat.’.
3. In the said rules, in rule 6,—
(a) for the Explanation, the following Explanation shall be substituted, namely:—
“Explanation.—For the purposes of this rule, “body corporate” shall have the meaning assigned to it in the explanation to sub-section (6) of section 4B.”;
(b) clause (ii) shall be omitted.
4. In the said rules, in rule 27,—
(a) for clause (a), the following clause shall be substituted, namely:—
“(a) maintenance of a register or minutes or book or giving notice or submission of a certificate or calling for information or filing of a statement shall be satisfied if the same is maintained, given, submitted, called for or filed, as the case may be, in the form of an electronic record as defined in the Information Technology Act, 2000 (21 of 2000);”
5. In the said rules, after rule 27, the following rule shall be inserted, namely:—
“28. General meetings.—(1) Persons entitled to attend and to exercise vote at a general meetings may also do so through audio-visual means, for which the Corporation may adopt such procedure as a company may adopt for holding such meetings under the framework laid down by the competent authority in the Ministry of Corporate Affairs.
(2) Save as otherwise provided for in the Act, the rules and regulations made thereunder and the procedure under sub-rule (1), for holding a general meeting of members of the Corporation and voting for a resolution by the members, the Corporation shall also observe such secretarial standards as are applicable to a company for holding general meetings under sub-section (10) of section 118 of the Companies Act.
(3) The notice for a general meeting of the Corporation shall be issued by the Company Secretary, or by such director or other officer of the Corporation as the Board may authorise in this behalf.
(4) Every notice of a general meeting of the Corporation shall be issued in like manner as is provided for a general meeting of a company under section 101 of the Companies Act and, if any item of special business is to be transacted thereat, a statement as provided for in sub-sections (1) and (3) of section 102 of the Companies Act shall be annexed to the notice.
(5) Every notice for a general meeting shall be accompanied by—
(a) an attendance slip in Form 3; and
(b) a proxy form in Form 4,
set out in the Schedule to these rules, along with instructions for filling and submitting the same.
(6) The Chairperson shall be the chairman of a general meeting of the Corporation:
Provided that in the absence of the Chairperson, or if at any meeting he is not present within fifteen minutes of the time appointed for holding the meeting, or if he is unwilling to chair the meeting, the directors present may choose one amongst themselves to be the chairman:
Provided further that in the event of default on the part of the Chairperson and directors present in chairing the meeting as aforesaid, or if no director is present, the members present shall choose one amongst themselves to be the chairman:
Provided also that if a poll is demanded in accordance with clause (b) of sub-rule (9) for choosing the member to chair the meeting under the second proviso of this sub-rule, it shall be taken forthwith and the person elected as a result of the poll shall be the chairman.
(7) Subject to the provisions of sub-section (1) of section 4C,—
(a) every member shall have a right to vote on every resolution placed before the Corporation in a general meeting; and
(b) his voting right on a poll shall be in proportion to his share in the paid-up equity share capital of the Corporation:
Provided that a member shall not be entitled to any voting rights in respect of any amount paid by him for the whole or a part of the amount remaining unpaid on any shares by him, until the amount paid has been called up.
(8) At a general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under sub-rule (9) or voting is done through electronic means under the procedure referred to in sub-rule (1) or the secretarial standards referred to in sub-rule (2), be decided on a show of hands, and a declaration by the chairman of the passing of a resolution or otherwise by show of hands and an entry to that effect in the books containing the minutes of the meeting shall be conclusive evidence of the fact of passing of such resolution or otherwise.
(9) Before or on the declaration of the result of the voting on any resolution on show of hands in a general meeting, a poll—
(a) may be ordered to be taken by the chairman on his own motion; and
(b) shall be ordered to be taken by him on a demand made in that behalf by members present thereat or by proxy, who—
(i) have not less than such proportion of the total voting power in the Corporation; or
(ii) hold shares on which such aggregate sum has been paid up to the Corporation, as is provided for or prescribed under clause (a) of sub-section (1) of section 109 of the Companies Act in respect of demand for poll by members in a company:
Provided that the demand for a poll may be withdrawn at any time by the persons who made the demand:
Provided further that a poll demanded for adjournment of the meeting or appointment of the chairman shall be taken forthwith.
(10) A poll ordered at a general meeting of the Corporation under sub-rule (9) shall be taken in like manner as is provided for a company under sub-sections (4) to (7) of section 109 of the Companies Act.
(11) The chairman shall appoint such number of persons as he deems necessary to scrutinise the poll process and votes given on the poll and to report thereon to him in the manner prescribed under sub-section (5) of section 109 of the Companies Act, and such person or persons shall—
(a) arrange for polling papers, which shall be in Form 5 as set out in the Schedule to these rules, and distribute the same to the members and proxies present at the meeting and, in case of joint members, to the first named holder of their share or shares and in his absence to such joint holder attending the meeting whose name appears next in the chronological order in their share;
(b) submit a report to the chairman in Form 6 as set out in the Schedule to these rules.
(12) A member which is a body corporate may, by resolution of its Board of directors or other governing body, authorise such individual as it may deem fit to act as its representative at a general meeting, and the individual so authorised shall be entitled to exercise on behalf of that body corporate the same rights and powers, including the right to vote by proxy, as such body corporate may exercise if it were an individual member.
(13) The Central Government may authorise such official of the Central Government as it may deem fit to act as its representative at a general meeting, and the official so authorised shall be entitled to exercise on behalf of the Central Government the same rights and powers, including the right to vote by proxy, as the Central Government may exercise if it were an individual member.
Explanation.—For the removal of doubts, it is clarified that for the purposes of this rule,—
(a) the applicability of the procedure referred to in sub-rule (1) and the secretarial standards referred to in sub-rule (2) shall include, among other things, matters relating to notice, quorum, attendance and exercise of vote at a general meeting (including through audio-visual means, electronic voting and proxy), postal ballot, adjournment, minutes and matters incidental thereto;
(b) where the said procedure or standards provide for a procedure or standard applicable to a company in which voting through electronic means has been prescribed under section 108 of the Companies Act or a public company, the same shall, mutatis mutandis, be applicable to the Corporation.”.
6. In the said rules, in the Schedule, after Form 2, the following forms shall be inserted, namely:—
“FORM 3
[See rule 28(5)(a)]
Attendance slip
_____ General Meeting on the _______ day of_______ , 20___ at ____ a.m./p.m. Number of shares held: ______
Folio number:_________
OR*
DP Id: _______
Client Id: _______
I certify that I am a registered member/proxy for the registered member of the Life Insurance Corporation of India and hereby record my presence at the _____ General Meeting of the Life Insurance Corporation of India on the _______ day of_______ , 20___ at ______ a.m. / p.m. at_______ (place).
Signature of registered member / proxy
*Applicable to investors holding shares in dematerialised form
FORM 4
[See rule 28(5)(b)]
Proxy form
To:
Life Insurance Corporation of India
Central Office
‘Yogakshema’
Jeevan Bima Marg
Nariman Point
Mumbai – 400 021
| Name of the member(s): | |
| Registered address: | |
| Email address: | |
| Folio number: OR* DP Id:Client Id: |
*Applicable to investors holding shares in dematerialised form
I/We, being member(s) of_________ * shares of the Life Insurance Corporation of India, hereby appoint the following person—
(1) Name: ______________________________
Address: ____________________________
____________________________________
Email address: ________________________
Signature: ___________________________,
Or, in the event of his/her failing to attend,
(2) Name: ______________________________
Address: ____________________________
____________________________________
Email address: ________________________
Signature: ___________________________,
Or, in the event of his/her failing to attend,
(3) Name: ______________________________
Address: ____________________________
____________________________________
Email address: ________________________
Signature: ___________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the ______ general meeting of the Life Insurance Corporation of India, to be held on the _______ day of___________________ at ______ a.m./p.m. at ________ (place), and at any adjourned meeting thereof, in respect of the resolutions indicated below:
Resolution number:
| Member(s) to affix revenue stamp and sign across the same |
(1) ___________
(2) ___________
(3) ___________
Signed this ______ day of _____, 20____
Signature(s) of member(s):
Signature(s) of proxy holder(s):
| (1) | (2) | (3) |
Note: In order to be effective, this form should be duly completed and deposited at the central office of the Corporation or such other office of the Corporation as its Board may determine, not less than forty-eight hours before the time fixed for the meeting.
* Specify the number of shares held
FORM 5
[See rule 28(11)(a)]
Polling paper
To:
Life Insurance Corporation of India
Central Office
‘Yogakshema’
Jeevan Bima Marg
Nariman Point
Mumbai – 400 021
POLLING PAPER
| S. No. | Particulars | Details |
| 1. | Name of the first named member
(in block letters) |
|
| 2. | Postal address | |
| 3. | Folio number:
OR* DP Id: Client Id: |
|
| 4. | Class of share |
*Applicable to investors holding shares in dematerialised form
I hereby exercise my vote in respect of the ordinary/special resolution(s) enumerated below by recording my assent or dissent to the said resolution(s) in the following manner:
| S. No. |
Item number |
Number of shares held by me |
I assent to the resolution# |
I dissent from the resolution# |
| 1. |
# Member/proxy to place a tick [√] in the box below, to indicate his vote.
Place: _____________
Date: ______________
Signature of registered member / proxy
FORM 6
[See rule 28(11)(b)]
Report of scrutiniser(s)
To:
Mr/Ms _______________________________
Chairman of the ___ general meeting of members of the Life Insurance Corporation of India, held on ____ day of _______, 20___ at____________
Dear sir/madam,
I/We,___________________ ,__________________ and____________________ , appointed as scrutiniser(s) for the purpose of the poll taken on the resolution(s) enumerated below, at the _____ meeting of the members of the Life Insurance Corporation of India held on ____ day of _______, 20___ at_________________ , hereby submit my/our report as under:
(1) After the time fixed for closing of the poll by the chairman, ______ ballot boxes kept for polling were locked in my/our presence, with identification marks duly placed by me/us.
(2) The locked ballot boxes were subsequently opened in my/our presence, and poll papers were scrutinised diligently and reconciled with the records maintained by the Life Insurance Corporation of India / its registrar and transfer agents and the authorisations/ proxies lodged with the Life Insurance Corporation of India.
(3) The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately.
OR
I/We did not find any invalid poll papers.
(4) The result of the poll is as under:
(a) Resolution ____-___________________________________________________
(Reproduce Item No. and heading of the Resolution)
(i) Voted in favour of the resolution:
| Number of members present and voting
(in person or by proxy) |
Number of votes cast by them | % of total number of valid votes cast |
(ii) Voted against the resolution:
| Number of members present and voting (in person or by proxy) | Number of votes cast by them | % of total number of valid votes cast |
(iii) Invalid votes:
|
Total number of members (in person or by proxy) whose votes were declared invalid |
Total number of votes cast by them |
(b) Resolution ____-________________________________________
(Reproduce Item No. and heading of the Resolution)
(i) Voted in favour of the resolution:
| Number of members present and voting (in person or by proxy) | Number of votes cast by them | % of total number of valid votes cast |
(ii) Voted against the resolution:
| Number of members present and voting (in person or by proxy) | Number of votes cast by them | % of total number of valid votes cast |
(iii) Invalid votes:
|
Total number of members (in person or by proxy) whose votes were declared invalid |
Total number of votes cast by them |
(c) _________ *
(5) An electronic record listing in respect of each resolution the members who voted for the resolution, against the resolution and whose votes were declared invalid is sent herewith as/in__________________#.
(6) The poll papers and all other relevant records were sealed and handed over to the Company Secretary / director authorised by the Board for safe-keeping.
Thanking you,
Yours faithfully,
Place: _____________
Date: _____________
Name(s) and signature(s) of the scrutiniser(s)
* To be enumerated depending on the number of resolutions for which poll is taken
# Specify the form of the electronic record [such as an electronic attachment to report submitted in electronic form, or a pen drive, hard disk or other external data storage device {to be specified and with identification marks duly placed on it by the scrutiniser(s)} submitted with report submitted in physical form]”.
[F. No. I-13011/03/2021-Ins.I]
SAURABH MISHRA, Jt. Secy.
