In corporate governance, conflicts often arise between the provisions of a Shareholders’ Agreement (SHA) and the Articles of Association (AoA), particularly when certain clauses are entrenched to provide additional protection to shareholders. While an SHA operates as a private contractual arrangement between shareholders, the AoA holds statutory recognition under the Companies Act, 2013. In cases of oppression and mismanagement, disputes typically emerge when rights granted under an SHA are not reflected in the AoA, or when entrenched AoA provisions are misused to prejudice minority shareholders. Indian jurisprudence has consistently held that while SHA rights are enforceable inter se between parties, they must be aligned with the AoA to have binding effect on the company. Entrenchment provisions under Section 5 of the Companies Act allow stricter conditions for altering certain rights, but such provisions cannot override statutory remedies available under Sections 241–242 relating to oppression and mismanagement. Courts and tribunals, including the NCLT and NCLAT, examine whether the conduct of majority shareholders is oppressive, unfairly prejudicial, or against the interests of the company, irrespective of contractual arrangements. This framework ensures that minority protection, fairness, and corporate governance standards prevail over purely contractual control mechanisms.