TMI BlogSubstitution of new section for section 4.X X X X Extracts X X X X X X X X Extracts X X X X ..... ial period, a Chief Executive Officer and Managing Director, who shall be a 1 [ whole-time ] director of the Corporation to be appointed by the Central Government: Provided that where no Chief Executive Officer and Managing Director is appointed before expiry of the initial period, the individual holding office as Chairperson shall be deemed to have been appointed as the Chief Executive Officer and Managing Director on and from the date of such expiry; (c) Managing Directors, not exceeding four, to be appointed by the Central Government, who shall be whole-time directors of the Corporation; (d) an officer of the Central Government not below the rank of a Joint Secretary to the Government of India, to be nominated by the Central Government; (e) an individual to be nominated by the Central Government, who has special knowledge or practical experience in actuarial science, business management, economics, finance, human resources, information technology, insurance, law, risk management, or any other field the special knowledge or practical experience of which would be useful to the Corporation in the opinion of the Central Government or who represent the interests of pol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ormance by him of the functions of a director: Provided that the Board shall satisfy itself from time to time with respect to every director other than a director nominated under clause (d) of sub-section (2) that he has no such interest: Provided further that, for the purposes of this sub-section, any individual who is, or whose appointment or nomination or election is proposed and who has consented to be a director, shall furnish such information as the Central Government or the Nomination and Remuneration Committee or the Board, as the case may be, may require. (6) Notwithstanding anything contained in sub-section (2), on and from the appointed date, an individual appointed under section 4 who is eligible to be or remain a director under section 4A and who, immediately before such appointed date, held the office of a member of the Corporation- (i) in the capacity as the Chairman of the Corporation, shall be deemed to be a director and the Chairperson under sub-clause (i) of clause (a) of sub-section (2); (ii) in the capacity as a Managing Director of the Corporation, shall be deemed to be a director and a Managing Director under clause (c) of sub-section (2); ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce; (f) he has not paid any calls in respect of any shares of the Corporation held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of such call; (g) he attracts any disqualification for being a director of a company under the provisions of sub-section (2) of section 164 of the Companies Act, subject to such exceptions thereto as the Central Government may, by notification, specify; (h) he is a salaried government official, other than an individual nominated director under clause (d) of sub-section (2) of section 4; (i) he is an insurance agent or an intermediary or an insurance intermediary; (j) he is an employee of the Corporation, other than the Chief Executive or a Managing Director, or of its subsidiary or associate company; (k) he is a director of a subsidiary or an associate company of the Corporation and is other than the Chief Executive or a Managing Director; (l) he is an employee or a director or a promoter of any insurer carrying on life insurance business anywhere in the world, other than the Corporation or its subsidiary or associate company, or of any holding company, subsidiary or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pation by a director who is concerned or interested in any way, whether directly or indirectly, in such contract or arrangement, shall be voidable at the option of the Corporation. (4) Such employees as the Board may specify as constituting the senior management of the Corporation shall make disclosures to the Board relating to all material, financial and commercial transactions, in which they have personal interest that may have a potential conflict with the interest of the Corporation, and the Board shall formulate a policy on such transactions, including any materiality threshold therefor, and shall review such policy at least once every three years. Explanation .-For the purposes of this sub-section, conflict of interest relates to dealing in the shares of the Corporation or any of its subsidiaries or associate companies, commercial dealings with bodies in which the senior management individual or his relatives have shareholding, etc. (5) If an individual who is a director contravenes the provisions of sub-section (1) or sub-section (2), or an employee referred to in sub-section (4), contravenes such provisions, such an individual or employee shall be liable to pay pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... statements are consolidated with the Corporation and placed before the members at the general meeting for adoption; (b) a Government company, or the Central Government, or any State Government, or any combination thereof, in respect of contract or arrangement entered into between them. Explanation .-In this sub-section,- (a) the expression office or place of profit means any office or place- (i) where such office or place is held by a director, if the director holding it receives from the Corporation anything by way of remuneration over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rent-free accommodation, or otherwise; (ii) where such office or place is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the Corporation anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise; (b) the expression arm s length transaction means a transaction between two related parties that is conducted as if they were unr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Official Gazette, appoint an officer of the Central Government, not below the rank of Joint Secretary to the Government of India or equivalent, as adjudicating officer for adjudging penalties under the provisions of this Act. (2) The adjudicating officer may, on a complaint made in writing by a person authorised by the Corporation, and after giving a reasonable opportunity of being heard, by an order impose penalty on a director or employee liable to penalty under any provision of this Act on account of any contravention or violation on his part. (3) The adjudicating officer, for the purposes of discharging his functions under this Act, shall have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908 (5 of 1908.) while trying a suit, to summon and enforce the attendance of any person and examine him on oath and to require the discovery and production of documents or other electronic records, and shall be deemed to be a civil court for purposes of Order XXI of the Civil Procedure Code, 1908. (4) A director or employee aggrieved by any order made by the adjudicating officer may prefer an appeal to such officer to the Central Government of a r ..... X X X X Extracts X X X X X X X X Extracts X X X X
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