The Articles of Association of RC Stock Exchange Ltd., registered under the Companies Act, 2013, has the provision empowering the Board of Directors to expel any member of the stock exchange. In accordance with this prov

Section 6 of the Companies Act, 2013 provides that: - the provisions of the 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 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. In the light of above provisions, if there is a provision in the Articles empowering the Directors of the company to expel any member of the company under any of the given conditions, then such a provision shall be totally inconsistent with the provisions of Section 6 of the Companies Act, 2013. It is opposed to the fundamental principles of the company's jurisprudence and is ultra vires of the company. However, the Stock exchanges, registered under the provisions of the Companies Act, 2013 can carry such a provision in its Articles. The regulation of stock exchanges is mainly governed by Securities Contracts (Regulation) Act, 1956 (SCRA) and SEBI Act, 1992 which are Special Acts. Hence, the Articles of Stock Exchange may provide for additional matters as per SCR Act, which may not be possible for inclusion in the Articles of a company, as per the provisions of the Companies Act, 2013. [Madras Stock Exchange Ltd. v. S.S.R. Rajkumar (2003)]. In view of the above stated case law, the objection of K is not valid.