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.
Legal Commentary & Landmark Judgments: Section 6
Section 6 establishes the absolute supremacy of the Companies Act, 2013 over any contrary provisions contained in the memorandum, articles, board resolutions, or agreements executed by a company.
Section 6 acts as the constitutional supremacy clause of Indian company law. Private contractual arrangements, including restrictive covenants in Shareholders' Agreements, voting pacts, or customized board appointment provisions, cannot derogate from mandatory statutory provisions such as director removal under Section 169, oppression remedies under Section 241, or auditor rotation under Section 139. Drafting corporate documents requires verifying that every customized clause conforms strictly with the overarching Act.