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Chapter XI
Appointment & Qualification
of Directors

Section 149 Section 150 Section 151 Section 152 Section 153
Company to have Board of Directors Manner of selection of independent Appointment of director elected by Appointment of directors Application for allotment of Director
director and maintainance of databank small shareholders Identification Number
of independent directors

Section 154 Section 155 Section 156 Section 157


Allotment of Director Identification Prohibition to obtain more than one Director to intimate Director Company to inform Director Identificati
Number Director Identification Number Identification Number Number to registrar

Section 158 Section 159 Section 160 Section 161 Section 162
Obligation to indicate Director Punishment for Contravention Right of persons other than retiring Option to adopt principal of proportion Appointment of Director to be
Indentification Number directors to stand for directorship representation for appointment voted individually
of directors

Section 163 Section 164 Section 165 Section 166


Option to adopt principle of proportion Disqualification for appointment of Number of directorship Duties of director
representation for appointment of director
directors

Section 167 Section 168 Section 169 Section 170 Section 171
Vacation of office of director Resignation of director Removal of director Register of directors and key managerial Member’s right to inspect
personnel and their shareholding

Section 172
Punishment

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Chapter XII
Meeting of Board and Its Powers

Section 173 Section 174 Section 175 Section 176 Section 177
Meeting of Board Quorum for meetings of Board Passing of resolution by Defects in appointment of directors Audit committee
circulation not to invalidate actions taken

Section 178 Section 179 Section 180 Section 181


Nomination and Remuneration Powers of Board Restrictions on powers of Board Company to contribute to bona
committee and stakeholders fide and charitable funds etc.
Relationship committee

Section 182 Section 183 Section 184 Section 185 Section 186
Prohibitions and restrictions Power of Board and other persons to Disclosure of interest by director Loan to directors, etc. Loan and investment by company
regarding political contributions make contributions to national
defence fund etc.

Section 187 Section 188 Section 189 Section 190


Investments of company to be held Related party transactions Register of contracts or arrangements Contract of employment with
in its own name in which director are interested managing or whole time directors

Section 191 Section 192 Section 193 Section 194 Section 195
Payment to director for loss of office, Restriction on non-cash transactions Contract by One Person Company Prohibition on forward dealings in Prohibition on insider
etc. in connection with transfer of involving directors securities of company by director or trading of securities
undertaking, property or shares key managerial personnel

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Appointment of managing director, Forms of, and procedure in relation to,
196 Whole-time director or manager
201 certain applications.

Overall maximum managerial


Compensation for loss of of�ice
remuneration and managerial
197 remuneration in case of absence
202 of managing or Whole-time director
or manager.
or inadequacy of pro�its.

Chapter XIII Appointment of key


198 Calculation of pro�its Appointment and Remuneration 203 managerial personnel
of Managerial Personnel

Recovery of remuneration Secretarial audit for


199 in certain cases
204 bigger companies

Company to �ix limit with regard


200 to remuneration
205 Functions of Company Secetary

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Chapter XIV
Inspection, Inquiry and
Investigation

Section 206 Section 207 Section 208 Section 209 Section 210
Power to call information, inspect Conduct of inspection Report on inspection made Search and Seizure Investigation into affairs
books and conduct inquiries. and inquiry of company

Section 211 Section 212 Section 213 Section 214


Establishment of Serious Investigation into affairs of Investigation into Company’s Security for payment of costs
Fraud Investigation Office Company by Serious Fraud affairs in other cases and expenses of investigation
Investigation Office

Section 215 Section 216 Section 217 Section 218 Section 219
Firm, body corporate or Investigation of ownership Procedure, powers, etc. Prospectus of employees during Power of inspector to conduct
association not to be of company of inspectors investigation investigation into affairs of
appointed as inspector related companies etc.

Section 220 Section 221 Section 222 Section 223


Seizure of documents by Freezing of assets of company Imposition of restriction upon Inspector’s report
inspector on inquiry and investigation securities

Section 224 Section 225 Section 226 Section 227 Section 228
Actions to be taken in Expenses of investigation Voluntary winding up of company, Legal advisers and bankers not Investigation, etc. of foreign
pursuance of inspector’s report etc. not to stop investigation to disclose certain information companies
proceedings

Section 229
Penalty for furnishimg false statement,
mulitation, destruction of documents

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Chapter XV
Compromises, Arrangments
and Amalgamations

Section 230 Section 231 Section 232 Section 233 Section 234
Power to compromise or make Power of Tribunal to enforce Merger and amalgamation of Merger and amalgamation of Merger and amalgamation of company
arrangements with creditors and compromise or arrangement companies certain companies with foreign company
members

Section 235 Section 236 Section 237 Section 238


Power to acquire shares of Purchase of minority shareholding Power of central Government to Registration of offer of schemes
shareholders dissenting from scheme provide for amalgamation of involving transfer of shares
or contract approved by majority companies in public interest

Section 239 Section 240


Preservation of books and papers Liability of officers in respect of
of amalgamated companies offences committed prior to
merger, amalgamation, etc.

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Application to Tribunal for relief
241 in cases of opression etc.
244 Right to apply under section 241

Chapter XVI
242 Powers of Tribunal Prevention of Opression 245 Class action
and Mismanagement

Application of certain provisions to


Consequence of termination or
243 modi�ication of certain agreements
246 proceedings under section 241 or
section 245

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Chapter XVII
Registered Valuers

Section 247
Valuation by registered valuers

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Power of Registrar to remove name of
248 company from register of companies

Restrictions on making application


249 under ssection 248 in certain
situation

Chapter XVIII
Removal of Names of Companies 250 Effect of company noti�ied as dissolved
from the Register of Companies

Fradulent application for removal


251 of name

252 Appeal to Tribunal

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Chapter XIX
Revival and Rehabilitation
of Sick Companies

This Chapter has been removed from syllabus

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Chapter XX
Winding Up

Section 270 Section 271 Section 272 Section 273 Section 274
Modes of winding up PART I- Winding up by the Tribunal Petition for winding up Powers of Triunal Directions for filing statement
Circumstanceson which company of affairs
may be wound up by tribunal

Section 275 Section 276 Section 277 Section 278


Company Liquidators and their Removal and replacement of Intimation to Company Liquidator, Effect of winding up order
appointments liquidator provisional liquidator and
Registrar

Section 279 Section 280 Section 281 Section 282 Section 283
Stay of suits, etc.., on winding up order Jurisdiction on Tribunal Submission of report by Directions of Tribunal on report of Custody of Company’s property
company liquidator company liquidator

Section 284 Section 285 Section 286 Section 287


Promoters, directors, etc., to cooperate Settlement of list of Contributors Obligation of directors Advisory Committee
with Company Liquidator and application of assets and managers

Section 288 Section 289 Section 290 Section 291 Section 292
Submission of periodical reports to Power of Tribunal on application Powers and duties of Company Provision for professional assistance Exercise and control of company
Tribunal for stay of winding up Liquidator to Comapny Liquidator Liquidator’s power

Section 293 Section 294 Section 295 Section 296


Books to be kept by Audit of Company Payment of debts by contributory Power of Tribunal to
Company Liquidator Liquidator’s account and extend set-off make calls

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Chapter XX
Winding Up

Section 297 Section 298 Section 299 Section 300 Section 301
Adjustment of rights of Power to order costs Power to summon persons Powers to order examination Arrest of person trying to leave
comtributories suspected of having property of promoters, directors, etc. India or abscond
of company

Section 302 Section 303 Section 304 Section 305


Dissolution company by Tribunal Appeals from orders made Circumstances in which company Declaration of solvency in case of
before of Act may be wound up proposal to wind up voluntarily
voluntarily

Section 306 Section 307 Section 308 Section 309 Section 310
Meeting of creditors Publication of resolution to Commencement of voluntary Effect of voluntary Appointment of company
wind up voluntarily winding up winding up Liquidator

Section 311 Section 312 Section 313 Section 314


Power to remove and fill vacancy Notice of appointment of Company Casser of Board’s power on Powers and duties of Company
of Comapny Liquidator Liquidator to be given to Registrar appointment of Company liquidator Liquidator in voluntary
winding up

Section 315 Section 316 Section 317 Section 318 Section 319
Appointment of committees Company Liquidator to submit Report of Company Liquidator to Final meeting and dissolution Power of Company Liquidator to
report on progress of Tribunal for examination of company accept shares, etc., as consideration
winding up of persons for sale of property of company

Section 320 Section 321 Section 322 Section 323


Distribution of property of Arrangement when binding on Power to apply to Tribunal to Costs of voluntary
company company and creditors have questions determined, etc. winding up

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{Section 337-343 and 348 to 351, 359-365 has been removed from syllabus as per ICAI Notification dated 9th July, 2019}

Chapter XX
Winding Up

Section 324 Section 325 Section 326 Section 327 Section 328
Part III- Provisions applicable to Application of insolvency rules in Overriding preferential Preferential payments Fraudulent preference
every mode of winding up Debts of all winding up of insolvent company payments
descriptions to be admitted to proof

Section 329 Section 330 Section 331 Section 332


Transfer not in good faith to be void Certain transfer to be void Liabilities and rights of certain persons Effect of floating charge
fraudulently preferred

Section 333 Section 334 Section 335 Section 336 Section 337
Disclaimer of onerous property Transfer, etc., after commencement Certain attachments, executions, Offences by officers of companies Penalty for frauds by officers
of winding up to be void etc., in winding up by Tribunal in liquidation
to be void

Section 338 Section 339 Section 340 Section 341


Liability where proper accounts Liability for fraudulent conduct Power of Tribunal to assess damages Liability under sections 339 and 340
not kept of business against delinquent directors, etc. to extend to partners or directors in
firms or companies

Section 342 Section 343 Section 344 Section 345 Section 346
Prosecution of delinquent officers Company Liquidator to exercise Statement that company is in Books and papers of company to Inspection of books and papers by
and members of company certain powers subject liquidation be evidence creditors and contributories
to sanction

Section 347 Section 348 Section 349 Section 350


Disposal of books and papers of Information as to pending Official Liquidator to make payments Company Liquidator to deposit
company liquidations into public account of India monies into scheduled bank

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{Section 337-343 and 348 to 351, 359-365 has been removed from syllabus as per ICAI Notification dated 9th July, 2019}

Chapter XX
Winding Up

Section 351 Section 352 Section 353 Section 354 Section 355
Liquidator not to deposit monies Company Liquidation Dividend and Liquidator to make returns, etc. Meetings to ascertain wishes of Court, tribunal or person, etc.,
into private banking account Undistributed Assets Account creditors or contributories before whom affidavit may be sworn

Section 356 Section 357 Section 358 Section 359


Owers of Tribunal to declare Commencement of winding up Exclusion of certain time in Appointment of official Liquidator
dissolution of company void by Tribunal computing period of limitation

Section 360 Section 361 Section 362 Section 363 Section 364
Powers and functions of official Summary procedure for Sale of assets and recovery of Settlement of claims of creditors Appeal by creditor
Liquidator liquidation debts due to company by Official Liquidator

Section 365
Order of dissolution of company

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Chapter XXI
Companies Authorised to
Register under this Act

This Chapter has been removed from syllabus

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Chapter XXII
Companies Incorporated
Outside India

Section 379 Section 380 Section 381 Section 382 Section 383
Application of Act to Documents, etc., to be delivered to Accounts of foreign companies Display of name, etc., of Service on foreign company
foreign companies Registrar by foreign companies foreign company

Section 384 Section 385 Section 386 Section 387


Debentures, annual return, registration Fee of registration of Interpretation Dating of prospectus and particulars
of charges, books of account and documents to be contained therein
their inspection

Section 388 Section 389 Section 390 Section 391 Section 392
Provisions as to expert’s consent Reistration of prospectus Offer of Indian Depository Applicaation of sections 34 to 36 Punishment for contravention
and allotment receipts and Chapter XX

Section 393
Companies failure to comply with
provisions of this Chapter not to
affect validity of contracts, etc.

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Annual reports on
394 Government companies

Chapter XXIII
Government Companies

Annual reports where one or more


395 State Governments are members
of companies

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Chapter XXIV
Registration Of�ices
and Fees

This Chapter has been removed from syllabus

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Chapter XXV
Companies to Furnish
Information and Statistics

This Chapter has been removed from syllabus

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Chapter XXVI
Nidhis

Section 406
Provision relating to Nidhis and
its application, etc.

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{Section 408-419 has been removed from syllabus as per ICAI Notification dated 9th July, 2019}

Chapter XXVII
National Company Law Tribunal
and Appellate Tribunal

Section 407 Section 408 Section 409 Section 410 Section 411
Definitions Constitution of National Company Qualification of President and Constitution of Appellate Tribunal Qualifications of chairperson and
Law Tribunal Members of Tribunal Members of Appellate Tribunal

Section 412 Section 413 Section 414 Section 415


Selection of Members of Tribunal Team of office of President, Salary, allowances and oter terms and Acting President and Chairpersons of
and Appellate Tribunal chairperson and other Members conditions of service of Members Tribunal or Appellate Tribunal

Section 416 Section 417 Section 418 Section 419 Section 420
Resignation of Members Removal of Members Staff of Tribunal and Appellate Tribunal Benches of Tribunal Orders of Tribunal

Section 421 Section 422 Section 423 Section 424


Appeal from orders of Expeditious disposal by Tribunal Appeal to Supreme Court Procedure before Tribunal and
Tribunal and Appellate Tribunal Appellate Tribunal

Section 425 Section 426 Section 427 Section 428 Section 429
Power to punish for contempt Delegation of powers President, Members, officers, etc., Protection of action taken Power to seek assistance of Chief
to be public servants in good faith Metropolitan Megistrate, etc.

Section 430 Section 431 Section 432 Section 433


Civil court not to have jurisdiction Vacancy inTribunal or Appellate Right to legal representation Limitation
Tribunal not to invalidate acts
or proceedings

Section 434
Transfer of certain pending
proceedings

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Chapter XXVIII
Special Courts

Section 435 Section 436 Section 437 Section 438 Section 439
Establishment of Offences triable by Special Courts Appeal and revision Application of Code to proceedings Offences to be
Special Courts before Special Court non cognizable

Section 440 Section 441 Section 442 Section 443


Transitional provisions Compounding of certain offences Meditation and Conciliation Panel Power of Central Government to
appoint company prosecutors

Section 444 Section 445 Section 446 Section 446A Section 446B
Appeal against acquittal Compensation for accusation Application of fines Factors for determining level of Lesser penalties for one Person
without resonable cause punishment Companies or small companies

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{Section 448, 449, 451-453, 456 to 470 has been removed from syllabus as per ICAI Notification dated 9th July, 2019}

Chapter XXIX
Miscellaneous

Section 447 Section 448 Section 449 Section 450 Section 451
Punishment of fraud Punishment for false statement Punishment for false evidence Punishment where no specific Punishment in case of repeated
penalty or punishment is provided default

Section 452 Section 453 Section 454 Section 454A


Punishment for wrongful withholding Punishment for improper use of Adjudication of penalties Penalty for repealed default
of property “Limited” or “Private Limited”

Section 455 Section 456 Section 457 Section 458 Section 459
Dormant company Protection of action taken Nondisclosure of information Delegation by Central Government Powers of Central Government orTribunal
in good faith in certain cases of its power and functions to accord approval, etc.,subject to conditions
and toprescribe fees on applications

Section 460 Section 461 Section 462 Section 463


Condonation of delay in Annual report by Central Power to exempt class or classes Power to court to grant relief in
certain cases Government of companies from provisions certain cases
of this Act

Section 464 Section 465 Section 466 Section 467 Section 468
Prohibition of association or Repeal of certain enactments Dissolution of Company Law Board Power of Central Government Power of Central Govenrnment to
partnership of persons exceeding and savings and consequential provisions to amend Schedules make rules relating to
certain number winding up

Section 469 Section 470


Power of Central Government to Power to remove difficulties
make rules

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