Rule: Save as otherwise expressly provided in the Companies Act, 2013:
### (a) Act has overriding effect
The provisions of the Act shall have effect notwithstanding anything to the contrary contained in:
The Memorandum of Association (MoA)
The Articles of Association (AoA)
Any agreement executed by the company
Any Board of Directors' resolution or Shareholders' resolution
### (b) Repugnant provisions become void
Any provision in the MoA, AoA, agreement or resolution that is repugnant to the Act shall, to that extent, become void.
### Hierarchy of authority (in descending order of supremacy)
1. Companies Act, 2013 (statute) — supreme
2. Memorandum of Association
3. Articles of Association
4. Agreements/Resolutions of the company
If a clause in the AoA conflicts with the Act, the Act prevails and that clause is void.
Worked example
### Example 1
Example: The AoA of a company permits the Board to declare interim dividend out of capital. Since the Companies Act prohibits payment of dividend out of capital, this clause is void to that extent under Section 6, and the Act prevails.
### Example 2
Example: A shareholders' agreement provides that a director once appointed cannot be removed for 10 years. Section 169 of the Act allows members to remove a director by ordinary resolution before expiry of term. The agreement clause is repugnant and void to the extent it conflicts with the Act.
⚠️ Common exam mistakes
Assuming that MoA/AoA can override the Act — they cannot; the Act always prevails.
Thinking that the entire MoA/AoA becomes void — only the repugnant portion becomes void, not the whole document.
Forgetting that the override applies even to BoD resolutions and SH resolutions, not just MoA/AoA.
Bare-Act text Section 6 · Companies Act, 2013 · click to expand
Section 6: Save as otherwise expressly provided in this Act — (a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles of a company, or in any agreement executed by it, or in any resolution passed by the company in general meeting or by its Board of Directors; (b) any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.