This section 6 of Companies Act 2013 is corresponding to Section 9 of the Companies Act, 1956. This is repetition of old act and no change in the provisions.
Sec 9 - Act to override memorandum, articles, etc.
Save as otherwise expressly provided in the 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 aforesaid shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.
Act to override memorandum, articles, etc.
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,
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.
Commentary
This section corresponds to Section 9 of the Companies Act 1956 and the main contents are as follows
Commentary
This section corresponds to Section 9 of the Companies Act 1956 and the main contents are as follows
The provisions of the Companies Act, 2013 shall have effect disregarding anything to the contrary contained in the following:
- Memorandum or Articles of association of a Company, or
- in any agreement executed by the Company, or
- in any resolution passed by the Company in general meeting or by its Board of Directors.
Decided case Cricket Club of India and Others v. Madhav L. Apte and Others (1975) Comp Cas 574 (Bom).
20th Century Finance Corporation Ltd v. RFB Latex Ltd. [1999] 34 CLA 267 (CLB), where parties entered into arbitration agreement to resolve their disputes and then seeking shelter of section 9 of the Companies Act (corresponding to Section 6) does not survive in view of Section 8 of the Arbitration and Conciliation Act, 1996.
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