## Overriding Effect of the Companies Act (Section 6)
### Core Rule
The provisions of the Companies Act, 2013 have an overriding effect over the following:
1. MOA of the company
2. AOA of the company
3. Any agreement made by the company
4. Any resolution passed by the company — whether passed before or after the commencement of the Act
### Effect of Conflict
If any provision in the MOA, AOA, agreement, or resolution conflicts with the Act, the conflicting part shall be void.
### Exception — When the Act Itself Permits
The Act overrides unless another section of the Act expressly states otherwise. Where a specific section of the Act gives precedence to the MOA/AOA, that section will be followed.
### Worked Examples from the Act
Example A — Section 123 (Dividend)
- Section 123 states no dividend can be paid except out of profits.
- The AOA cannot override this rule. Any AOA clause permitting dividend out of capital is void.
Example B — Section 47 (Voting Rights)
- Section 47 governs voting rights of members but applies to private companies only if their AOA so provides.
- A private company whose AOA states Sec 47 does NOT apply → the AOA prevails; Sec 47 is not applicable.
### Why the Distinction Matters
This tells you that not every Act provision is absolute — some are crafted specifically to allow MOA/AOA flexibility (particularly for private companies). Always check whether the section itself carves out an exception.