LUXMI TEA COMPANYLTD Vs. PRADIP KUMAR SARKAR

JUDGEMENT

(1.) Special leave granted.

(2.) This appeal by special leave has been preferred against the judgment 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') forrectification 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 disapproval led the respondent to make the application under S. 155 of the Act for rectification of the share register. The case of the respondent was that the shares in question being fully paid up and the company having no lien over them the registration of the transfer of the shares in his favour could not be refused under Article 39 of the Articles of Association of the company which was the article relevant for the purpose.

(3.) The application aforesaid was contested by the company on various grounds. Overruling the objections raised by the company a learned Single Judge allowed the application. Aggrieved, the company preferred the appeal aforesaid before a division bench of the High court which has been dismissed by the judgment appealed against.