18. Offices, branches and agencies.—(1) The central office of the Corporation shall be at such place
as the Central Government may, by notification in the Official Gazette, specify.
(2) The Corporation shall establish a zonal office at each of the following places, namely, Bombay,
Calcutta, Delhi, Kanpur and Madras, and, subject to the previous approval of the Central Government,
may establish such other zonal offices as it thinks fit.
(3) The territorial limits of each zone shall be such as may be specified by the Corporation.
1
[(4) There may be established as many divisional offices and branches in each zone as may be
decided by the Corporation in accordance with the guidelines issued by the Insurance Regulatory and
Development Authority established under the Insurance Regulatory and Development Authority
Act, 1999 (41 of 1999) in this regard.]
1. Subs. by Act 8 of 2012, s. 3, for sub-section (4) (w.e.f. 31-3-2012).
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1
[19. Executive Committee.—(1) The Board may constitute an Executive Committee of the
Board, consisting of—
(i) the Chief Executive;
(ii) Managing Directors;
(iii) the director referred to in clause (d) of sub-section (2) of section 4; and
(iv) four directors nominated by the Board from amongst the directors referred to in clauses (e),
(f) and (g) of sub-section (2) of section 4.
(2) The Executive Committee of the Board shall exercise such powers as the Board may entrust to it.
19A. Investment Committee.—The Board may, for such functions relating to investment of the
funds of the Corporation as the Board may entrust, constitute an Investment Committee of the Board,
consisting of the Chief Executive and not more than seven other directors, of which a minimum two shall
be directors other than directors appointed under clause (a) or clause (b) of sub-section (2) of section 4:
Provided that the officers of the Corporation heading the functions dealing with finance, risk,
investment and law as well as its Appointed Actuary shall be invited to every meeting of the Committee
and shall have a right to be heard at the meeting.
Explanation.—For the purposes of this section and section 24B, “Appointed Actuary” means the
actuary appointed as such by the Corporation under the regulations made by the Authority under the
Insurance Act regarding appointed actuaries.
19B. Nomination and Remuneration Committee.—(1) The Board shall constitute a Nomination
and Remuneration Committee of the Board, consisting of three or more directors from amongst directors
other than those appointed either under sub-clause (i) of clause (a) or under clause (b) or under clause (c)
of sub-section (2) of section 4, out of whom not less than one-half shall be independent directors at any
time when the number of independent directors in office is sufficient to constitute such proportion of the
membership of the Committee:
Provided that the Chairperson may be appointed as a member of the Nomination and Remuneration
Committee but shall not chair the Committee:
Provided further that in the event of the Corporation applying to list its equity shares under any
regulation made by the Securities and Exchange Board in this behalf, the Corporation shall ensure that the
proportion of independent directors on the Nomination and Remuneration Committee shall be in
accordance with the requirements as provided under those regulations.
(2) The Nomination and Remuneration Committee shall—
(i) formulate the criteria for determining qualifications, positive attributes and independence of a
director to be appointed under clause (e) or clause (f) or clause (g) of sub-section (2) of section 4 and
recommend the same to the Board;
(ii) in accordance with the criteria referred to in clause (i), identify individuals who are qualified
to be appointed as such a director:
Provided that while identifying individuals, the Committee shall have due regard to the
requirements under the proviso to sub-section (1) of section 19C;
(iii) give its recommendations to the Board regarding appointment and removal of such an
individual, and carry out evaluation of his performance; and
(iv) recommend to the Board a policy relating to the sum payable as sitting fees to a director
nominated or appointed under clauses (e) or (f) or (g) of sub-section (2) of section 4, subject to such
fees not exceeding such limit as may apply in respect of sitting fees payable to a director of a
company under the Companies Act.
1. Subs. by Act 13 of 2021, s. 132, for section 19 (w.e.f. 30-6-2021).
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19C. Audit Committee.—(1) The Board shall constitute an Audit Committee of the Board,
consisting of a minimum of three directors with independent directors forming a majority when the
number of independent directors in office is sufficient to constitute such proportion of the membership of
the Audit Committee:
Provided that a majority of directors on the Audit Committee, including its chairperson, shall be
individuals with ability to read and understand financial statements and at least one individual shall have
accounting or related financial management expertise:
Provided further that in the event of the Corporation applying to list its equity shares under any
regulation made by the Securities and Exchange Board in this behalf, the Corporation shall ensure that the
proportion of independent directors on the Audit Committee shall be in accordance with the requirements
as provided under those regulations.
(2) The Audit Committee shall act in accordance with the terms of reference specified by the Board,
which shall include, inter alia,—
(a) recommendations for appointment, remuneration and terms of appointment of the auditors of
the Corporation;
(b) review and monitoring of the independence and performance of the auditors, and the
effectiveness of the audit process;
(c) examination of financial statements and auditor’s report thereon;
(d) prior approval of transactions of the Corporation with related parties:
Provided that the Audit Committee may make omnibus approval for related party transactions
proposed to be entered into by the Corporation subject to the conditions specified in sub-section (3):
Provided further that in case of transaction other than transactions referred to in section 4C, and
where the Audit Committee does not approve a transaction, it shall make its recommendations to the
Board:
Provided also that in case any transaction involving any amount not exceeding one crore rupees is
entered into by a director or an officer of the Corporation without obtaining the approval of the Audit
Committee and it is not ratified by the Audit Committee within three months from the date of the
transaction, such transaction shall be voidable at the option of the Corporation with the approval of
the Audit Committee and if the transaction is with the related party to any director or is authorised by
any other director, the director concerned shall indemnify the Corporation against any loss incurred
by it;
(e) scrutiny of inter-corporate loans and investments;
(f) valuation of undertakings or assets of the Corporation, wherever it is necessary;
(g) evaluation of internal financial controls and risk management systems;
(h) monitoring the end use of funds raised through public offers, and related matters.
(3) The Audit Committee may grant omnibus approval for related party transactions proposed to be
entered into by the Corporation, subject to the following conditions, namely:--
(a) the Audit Committee shall lay down the criteria for granting omnibus approval in line with the
policy referred to in sub-section (2) of section 4C including in respect of transactions which are
repetitive in nature;
(b) the Audit Committee shall satisfy itself that omnibus approval is needed and that such
approval is in the interest of the Corporation;
(c) the omnibus approval shall specify the following, namely:--
(i) the details regarding the name of the related party and the nature, period and the maximum
amount of the transactions that shall be entered into;
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(ii) the details regarding indicative base price or current contracted price, along with the
formula, if any, for variation in the price; and
(iii) such other conditions as the Audit Committee may deem fit:
Provided that where the need for related party transaction cannot be foreseen and the said
details are not available, the Audit Committee may grant omnibus approval for such transactions
subject to their value not exceeding one crore rupees per transaction;
(d) the Audit Committee shall review on a quarterly basis, the details of related party transactions
entered into by the Corporation pursuant to every omnibus approval given; and
(e) omnibus approval shall be valid for a period not exceeding one year and shall require fresh
approval after expiry of one year.
(4) The Audit Committee may call for the comments of the auditors about internal control systems,
the scope of audit including the observations of the auditors, and review of financial statements before
their submission to the Board, and may also discuss any related issues with the auditors and the
management of the Corporation.
(5) The Audit Committee shall have authority to investigate any matter in relation to the items
specified in sub-section (2) or referred to it by the Board and, for this purpose, shall have the power to
obtain professional advice from external sources and have full access to information contained in the
records of the Corporation.
(6) The auditors of the Corporation and such key managerial personnel as the Board may specify shall
have a right to be heard in the meetings of the Audit Committee when it considers the auditor’s report.
19D. Other Committees.—The Board may constitute such other Committees of the Board as it may
deem fit, to render advice to the Board on such matters as may be generally or specially referred to them,
and to perform such duties as the Board may entrust to them.]
1
[20. Chief Executive and Managing Directors.—(1) The Chief Executive shall, subject to the
superintendence, control and direction of the Board, be entrusted with substantial powers of management
in respect of the whole of the affairs of the Corporation.
(2) The Chief Executive shall also perform such other duties in relation to the affairs of the
Corporation as the Board may entrust to him from time to time and shall, for this purpose, exercise such
powers as may be conferred upon him by the Board:
Provided that the Board may also empower the Chief Executive to entrust or delegate such of his
duties and powers, as it may deem fit.
(3) Every Managing Director, subject to the general control of the Chief Executive, shall perform
such duties and exercise such powers as may be entrusted or delegated to him by the Board or, under subsection (2), by the Chief Executive.]
21. Corporation to be guided by the directions of Central Government.—In the discharge of its
functions under this Act, the Corporation shall be guided by such directions in matters of policy involving
public interest as the Central Government may give to it in writing; and if any question arises whether a
direction relates to a matter of policy involving public interest the decision of the Central Government
thereon shall be final.
22. Zonal Managers.—(1) The Corporation may entrust the superintendence and direction of the
affairs and business of a zonal office to 2
[an employee of the Corporation other than a whole-time
director], who shall be known as the Zonal Manager and the Zonal Manager shall perform all such
functions of the Corporation as may be delegated to him with respect to the area within the jurisdiction of
the zonal office.
1. Subs. by Act 13 of 2021, s. 133, for section 20 (w.e.f. 30-6-2021).
2. Subs. by s. 134, for “a person whether a member or not” (w.e.f. 30-6-2021).
25
1* * * * *
(3) The Corporation shall constitute in the prescribed manner for each zonal office an Employees and
Agents Relations Committee consisting of such number of persons as it thinks fit and every such
Committee shall consist of representatives of the Corporation and of its employees and agents, so
however, that the number of representatives of the employees and agents on the Committee shall not be
less than the number of representatives of the Corporation and it shall be duty of the Committee to advise
the Zonal Manager on matters which relate to the welfare of the employees and agents of the Corporation
or which are likely to promote and secure amity and good relations between them and the Corporation.
23. Staff of the Corporation.—(1) For the purpose of enabling it to discharge its functions under this
Act, the Corporation may employ such number of persons as it thinks fit.
(2) Every person employed by the Corporation or whose services have been transferred to the
Corporation under this Act, shall be liable to serve anywhere in India.
2
[23A. Annual general meeting and other general meetings.—(1) An annual general meeting or
other general meeting of members shall be held in each financial year at such time as the Board may
specify, at the central office of the Corporation or at such other place in India as the Central Government
may permit on the recommendations of the Board:
Provided that not more than fifteen months shall elapse between the date of one annual general
meeting of the Corporation and that of the next:
Provided further that notwithstanding anything contained in this section, general meeting shall be
held only when the Corporation has members other than the Central Government who are entitled to vote:
Provided also that until the first annual general meeting or other general meeting is held, the Board
shall perform all the functions required to be performed in such meeting.
(2) The members present at an annual general meeting shall be entitled to—
(a) discuss the financial statements of the Corporation as referred to in section 24B and the
auditor’s report as referred to in section 25B, which shall be accompanied by the report of the
Board as referred to in section 24C, and to adopt the financial statements, along with all the
documents which are required to be attached to such financial statements under this Act;
(b) discuss and adopt the Annual Report prepared under section 27;
(c) approve a declaration of dividend under sub-section (1) of section 28B;
(d) approve the appointment of directors under sub-section (4) of section 4;
(e) approve the appointment of auditors under sub-sections (1) and (4) of section 25 and fix
their remuneration under sub-section (7) of section 25.
(3) Every member shall be entitled to attend a general meeting, whether in person or by proxy or by
duly authorised representative:
Provided that every director shall also be entitled to attend a general meeting, whether in person or
through electronic means:
Provided further that all notices of, and other communications relating to, any general meeting shall
be forwarded to the auditor appointed for the Corporation, and such auditor shall, unless exempted by the
Corporation, attend any general meeting either in person or through authorised representative who is
qualified to be an auditor, and shall have the right to be heard at such meeting on any part of the business
which concerns him as the auditor.
1. Sub-section (2) omitted by Act 13 of 2021, s. 134 (w.e.f. 30-6-2021).
2. Ins. by s. 135, ibid. (w.e.f. 30-6-2021).
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(4) A member who is entitled to vote may exercise his vote at a general meeting in person or by proxy
or by duly authorised representative.
(5) Persons entitled to attend and to exercise vote at a general meeting may also do so through
electronic means, and the manner of attendance and exercise of vote shall be such as may be prescribed.
(6) No business other than that specified in sub-section (2) shall be transacted or discussed at the
annual general meeting, except with the consent of the Chairperson, unless not less than six weeks’ notice
of the same has been given to the Chairperson either by the Central Government or by at least hundred
members who have the right to vote at the meeting:
Provided that such a notice shall be in the form of a definite resolution to be put to the meeting, and
that such resolution shall be included in the notice of the meeting.
(7) Save and except with the consent of the Chairperson, no business other than that for which a
general meeting has been convened shall be transacted or discussed at the meeting.
(8) No general meeting shall be proceeded with and no business shall be transacted at any general
meeting unless members constitute such quorum as may be prescribed:
Provided that where a meeting could not be held for want of quorum, it may be adjourned and held in
such manner as may be prescribed.
(9) The Corporation shall cause the minutes of all proceedings of general meetings to be entered in
books kept for that purpose.]