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Union of India - Section

Section 28 in Life Insurance Corporation General Rules, 1956

28. [ General meetings. [Inserted by Notification No. G.S.R. 171(E), dated 3.3.2022.]

(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.]
[Schedule] [Inserted by Notification No. G.S.R. 460 (E), dated 30.6.2021.]Form 1[See rule 6]Notice of interest by directorTo:The Board of DirectorsLife Insurance Corporation of IndiaDear madam/sir,I, ..........................................., son/daughter/spouse of ..........................................., resident of ..........................................., being a director of the Corporation hereby give notice of my interest or concern in the following bodies corporate: -
S. No. Name of the body corporate Nature of interest or concern/ change in interestor concern Shareholding Date on which interest or concern arose/ changed
         
         
Note: "Body corporate" includes a company, a body corporate as defined under clause (11) of section 2 of the Companies Act, a firm, a financial institution or a scheduled bank or a public sector enterprise established or constituted by or under any Central Act or State Act, and any other incorporated association of persons or body of individuals.Place:Date:SignatureManaging Director/Director/Chairperson/Chief ExecutiveForm 2[See rule 25]Notice of resignation by the auditor
Life InsuranceCorporation of India ("Corporation")1. (a) Address of theCentral Office of the Corporation:(b) Email address of the Corporation:
2. Category ofauditor:IndividualFirm3. (a) Income tax PANof auditor or auditor’s firm:(b) Name of the auditor or auditor’s firm:(c) Membership number of auditor or auditor’s firmregistration number:(d) Address of the auditor or auditor’s firm:(e) City:(f) State:(g) PIN code:(h) Email address of the auditor or auditor’s firm:4. Reason forresignation:5. Whether letter ofresignation is enclosed: Yes/No6. Any other factsrelevant to the resignation:VerificationI hereby confirm thatthe information given in this form and enclosed documents arecorrect and complete.I am duly authorised to sign and submit thisform.
SignatureAuditor/Partner ofthe audit firmWhether Associate orFellow?AssociateFellowMembership number:Enclosures:1. Resignationletter, if enclosed2. Any other document
[Form 3] [Inserted by Notification No. G.S.R. 171(E), dated 3.3.2022.][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] [Inserted by Notification No. G.S.R. 171(E), dated 3.3.2022.][See rule 28(5)(b)]Proxy formTo:Life Insurance Corporation of IndiaCentral Office'Yogakshema'Jeevan Bima MargNariman PointMumbai – 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 formI/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:
(1) ___________ {|
Member(s) toaffix revenuestampand sign acrossthe same
|-| (2) ___________|-| (3) ___________|-| Signed this ______day of ___, 20__||-||-| Signature(s) ofmember(s):||-| {||-||||}|-| Signature(s) of proxyholder(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] [Inserted by Notification No. G.S.R. 171(E), dated 3.3.2022.][See rule 28(11)(a)]Polling paperTo:Life Insurance Corporation of IndiaCentral Office'Yogakshema'Jeevan Bima MargNariman PointMumbai – 400 021Polling Paper
S. No. Particulars Details
1. Name of the firstnamed 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 formI 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# Idissent 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] [Inserted by Notification No. G.S.R. 171(E), dated 3.3.2022.][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) forthe 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.ORI/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 personor 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 personor 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 personor 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 personor 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].