In the light of judicial pronouncements, discuss the following: In case of any conflict between the articles of association and the shareholder's agreement, the former will always prevail.

In India courts have either refused to recognize clauses in shareholders agreements or, even when consistent with company legislation, enforced such clauses only if they have been incorporated in the articles of association of the company. There is a series of rulings where the courts have upheld that in case of any conflict between the Articles and the Shareholders agreement, the former will always prevail. Some of these are: V.B. Rangaraj v. V.B. Gopalakrishnan (AIR 1992 SC 453) Shanti Prasad Jain v. Kalinga Tubes Ltd., (35 Com. Cas. 351 SC) Mafatlal Industries Ltd. v. Gujarat Gas Co. Ltd. (97 Comp Cas 301 Guj) , Pushpa Katoch v. Manu Maharani Hotels Limited ([2006] 131 Comp Cas 42 (Delhi))