Save as otherwise expressly provided in the Companies Act, 2013:
(a) The provisions of the Act shall have effect notwithstanding anything to the contrary contained in:
MoA / AoA;
Any agreement executed by the company;
Any resolution passed by the Board of Directors or Shareholders.
(b) Any provision contained in the memorandum, articles, agreement or resolution shall, to the extent it is repugnant (inconsistent) with the Act, become or be VOID.
### Hierarchy of Authority
```
Companies Act, 2013 (highest authority)
|
v
MoA
|
v
AoA
|
v
Agreements / Resolutions
```
Any clause in lower-tier documents that conflicts with the Act is void to that extent.
Worked example
### Example 1
Example: AoA of XYZ Ltd provides that the company shall hold AGM only once every 18 months. The Companies Act requires AGM every calendar year (Sec 96). — The AoA clause is REPUGNANT to the Act and hence VOID. AGM must be held annually as per the Act.
### Example 2
Example: A shareholders' resolution authorises the Board to appoint an auditor for 10 years contrary to Sec 139 (which prescribes 5 years per term). — The resolution to that extent is void. Statutory limit of 5 years prevails.
⚠️ Common exam mistakes
Believing that members' unanimous consent in MoA/AoA can override mandatory provisions of the Act — it cannot.
Assuming the whole document becomes void — only the repugnant part is void; rest stands.
Forgetting that Section 6 expressly extends override to agreements and Board / shareholder resolutions, not just MoA/AoA.
Bare-Act text Section 6 · Companies Act, 2013 · click to expand
Section 6 — Act to override memorandum, articles, etc.: 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, whether the same be registered, executed or passed, as the case may be, before or after the commencement of this Act; and (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.