(1) SPECIAL leave granted.

(2) THIS appeal by special leave has been preferred against the judg- ment dated 4/05/1988 of a division bench of the Calcutta High court in Appeal No. 806 of 1987. Facts in brief necessary for consideration of the submissions made by learned counsel for the parties are that the respondent, Pradip Kumar Sarkar made an application under Section 155 of the Companies Act, 1956 (hereinafter referred to as the Act) for rectification of the share register of the appellant-company by inserting his name therein as a registered shareholder of certain shares transferred in his favour. These shares were fully paid up and the company had no lien over them. According to the respondent, notwithstanding the shares being duly lodged with the company along with the transfer deeds and requisite fees for registration being paid the Board of Directors of the Company disapproved of the registration of the said shares. This dis- approval led the respondent to make the application under S. 155 of the Act for rectification of the share register. The case of the respon- dent was that the shares in question being fully paid up and the company having no lien over the