The Central Government notifies Life Insurance Corporation of India General (Amendment) Rules, 2022 in order to amend the Life Insurance Corporation of India General Rules, 1956 and introduce the provisions for audio visual means for conducting general meetings.
Key amendments:
- In the Life Insurance Corporation of India General Rules, 1956, in rule 2, in sub-rule (1), 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;
‘(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.’.
- In the said rules, 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.
- In the said rules, in the Schedule, Form 3 relating to Attendance Slip shall be inserted.