Shareholders agreement is an agreement among the shareholders of a company defining rights and liabilities of shareholders and controls operations of the company. Articles of association, also termed as constitution of company, is an internal document of a company which defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the Board of Directors. The Shareholders agreement and Articles of Associations have two major areas of conflict - first one is issues relating to transfer of shares and second one is issues relating to management of company. The paper focuses on judicial stand in respect of transfer of shares while drawing underlying principles in the event of conflict arising between these two.