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TMI BlogSubstitution of section 5.X X X X Extracts X X X X X X X X Extracts X X X X ..... ith the previous approval of the Central Government, issue equity shares to the Central Government in consideration for the paid-up equity capital provided by the Central Government to the Corporation as it stood before the coming into force of section 122 of the Finance Act, 2021. (3) The share capital of the Corporation shall consist of equity shares and preference shares, which may be fully paid-up or partly paid-up: Provided that the Board may determine the terms of issue of partly paid-up shares and payment of calls for such partly paid-up shares. (4) The Corporation may from time to time increase its issued share capital, with the previous approval of the Central Government, whether by public issue or rights issue or preferential allotment or private placement or issue of bonus shares to existing members holding equity shares, or by issue of shares to employees pursuant to share based employee benefits schemes, or by issue of shares to life insurance policyholders of the Corporation, or otherwise: Provided that the Central Government shall, on a fully diluted basis hold,- (a) at all times, not less than fifty-one per cent. of the issued equity share capital of the C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s life insurance policyholders as one of the reserved categories for such public issue: Provided that the value of the allotment of equity shares to such a policyholder shall not exceed two lakh rupees, or such higher amount as the Central Government may by notification specify: Provided further that, in the event of under-subscription in the policyholder reservation portion, the unsubscribed portion may be allotted on a proportionate basis, in excess of the value referred to in the first proviso, subject to the total allotment to a policyholder not exceeding five lakh rupees or such higher amount as the Central Government may by notification specify: Provided also that the policyholders in favour of whom reservation is made under this sub-section may be offered shares at a price not lower than by more than ten per cent. of the price at which net offer to public is made to other categories of applicants; (b) regarding ineligibility for computation of minimum promoter's contribution, in relation to a public issue by way of an initial public offer, all equity shares of the Corporation held by the Central Government, including all shares acquired during the period of three yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ify: Provided that a member holding preference share capital in the Corporation shall, in respect of such capital, have a right to vote only on resolutions in a general meeting which directly affect the rights attached to his preference shares. Explanation.-For the purposes of this section,-- (a) the expression "group" shall have the meaning assigned to it in the Competition Act, 2002 (12 of 2003.). (b) the expression "persons acting in concert" shall have the meaning assigned to it in regulations made by the Securities and Exchange Board regarding substantial acquisition of shares and takeovers. Register of members, etc. 5C. (1) The Corporation shall keep and maintain the following registers, in such form and in such manner as may be specified by regulations, namely:- (a) register of members, indicating separately each class of equity and preference shares held by each member residing in or outside India; (b) register of debenture-holders; and (c) register of any other security holders. (2) Every register maintained under sub-section (1) shall include an index of the names included therein. (3) The register and index of beneficial owners maintained by a depo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of this section, beneficial interest in a share includes, directly or indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person alone or together with any other person to- (a) exercise or cause to be exercised any or all of the rights attached to such share; or (b) receive or participate in any dividend or other distribution in respect of such share. (6) Every individual who, acting alone or together or through one or more persons, holds beneficial interests, of not less than twenty-five per cent. or such other percentage as may be prescribed for a company under section 90 of the Companies Act, in the shares of the Corporation or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2 of the Companies Act, over the Corporation (herein referred to as "significant beneficial owner"), shall make a declaration to the Corporation, specifying the nature of his interest and other particulars, in such manner and within such period of acquisition of the beneficial interest or rights and any change thereof, as may be prescribed for a company under section 90 of the Companies Act. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee", "Board of Directors" or "Board", "Chairperson", "Companies Act", "court", "director", "financial statement", "fully diluted basis", "independent director", "Managing Director", "Nomination and Remuneration Committee", "notification" and "special resolution", to amend the definition of expression "member", and to provide that the words and expressions not defined in the LIC Act or in the Insurance Act, 1938 but defined in the Companies Act, 2013, shall have the meanings respectively assigned to them in the Companies Act, 2013. These amendments are consequential to the other amendments proposed to the LIC Act. It is further proposed to substitute section 4 of the LIC Act, to provide for the vesting of the general superintendence and direction of the affairs and business of the Life Insurance Corporation of India (hereinafter referred to as "LIC") in its Board of Directors, the composition thereof, the appointment or nomination of directors thereon, and deeming of members constituting LIC immediately before the coming into force of this section as directors under the substituted section 4, in order to bring the provisions relating to corporate governance in alignment with the re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ights, register of members, declaration in respect of beneficial interest in shares, deeming of LIC's shares to be securities and right of registered shareholders to nominate, in order to bring the provisions relating to share transfer, rights of shareholders including voting in shareholder meeting, disclosure of beneficial interest in securities and recognition of securities as shares in alignment with the requirements under the Securities Contract (Regulation) Act, 1956 and listing requirements. It is also proposed to substitute section 19 of the LIC Act to provide for the constitution, composition and powers of the Executive Committee of the Board, in order to bring the provisions relating to corporate governance in alignment with listing requirements. It is also proposed to insert new sections 19A, 19B, 19C and 19D in the LIC Act to provide for the constitution, composition and the powers, functions and duties of various committees of the Board, in order to bring the provisions relating to corporate governance in alignment with listing requirements. It is also proposed to substitute section 20 of the LIC Act to provide for entrustment and delegation of powers and duties of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... standards in alignment with listing requirements. It is also proposed to amend section 26 of the LIC Act to provide for substitution of the reference to the Corporation with reference to the Board, consequential to constitution of the Board of LIC under the proposed amended section 4 in place of the constitution of the Corporation under the existing section 4. It is also proposed to amend section 27 of the LIC Act, to omit the provisions relating to giving in the Annual Report an account of activities likely to be taken by LIC in the next financial year, in order to bring the provisions relating to the Annual Report in alignment with listing requirements. It is also proposed to substitute section 28 of the LIC Act, to provide for the allocation to or reservation for registered shareholders of one hundred per cent. of the surplus relating to non-participating policyholders in every financial year's surplus, in addition to up to ten per cent. of the surplus relating to participating policyholders, as against a maximum of ten per cent. of the total surplus under the existing section 28, representing enhancement in money receivable into the Consolidated Fund of India on account of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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