A minority shareholder cannot obtain relief under Sections 397 and 398 of the Companies Act, 1956, based on vague and uncertain allegations of mismanagement and oppression without providing specific particulars and proof of such allegations.

( 1 ) THE appellants made an application under Sections 397, 398 and 402 of the Companies Act, 1956 (hereinafter referred to as "the Act " ). The company, in regard to whose affairs this application was made is Calcutta Landing and Shipping Company Ltd. (respondent No. 1 ). The main business of the company was shipping, landing and carrying of cargo. The four appellants hold among them more than 1/10th of the issued share capital of the respondent No. 1. Gladstone Lyall and Company Ltd. were appointed managing agent of respondent No. 1 on or about August 16, 1960, and held 19,705 shares in the capital of the company. Various charges of mismanagement, manipulation of dividend, misfeasance and oppression were laid in the petition. The application was dismissed by a judgement and order dated September 21, 1962, and hence this appeal.

( 2 ) IN the court below various allegations against management of respondent No. 1 and also various charges laid in the petition were canvassed, but in this appeal Mr. S. Sen, learned counsel for the appellants, pressed some of the charges only, though he did not abandon or give up the points arising out of the other charges.

( 3 ) THE first contention urged before us was that the dividend declared on the equity share capital of the company was manipulated in order to depress the market value of the shares to enable the directors of the company to acquire shares at an under-value. It was contended that the assets of the company were secreted and a profit, smaller than what was actually made, was shown in order to reduce the dividend. A chart was handed over to us, in which figures under various heads were collected, and it was argued that, although in the years 1957, 1958 and 1959, the gross boat hire varied within very small limits, there was a large fluctuation in the dividend declared, inasmuch as in 1957 the dividend was 15 per cent. , but in 1958 it was reduced to 7 1/2 per cent. and in 1959 to 3 per cent. Although this point was canvassed before us, there is nothing in the petition with regard to fluctuation in the dividend declared in the years 1957, 1958 and 1959 nor was this point urged in the court below. The only point relating to fluctuation in the dividend declared which was argued in the court below is to be found in paragraph 26 of the petition in which it is said that for the year ending October 31, 1962, the company increased its dividend from 7 1/2 per cent. to 22 per cent. This being the only contention relating to dividend, the first contention regarding fluctuation in the dividend declared in the years 1957, 1958 and 1959 cannot be entertained by us. I shall now proceed to deal with the second contention relating to dividend, namely, increase from 7 1/2 per cent. to 22 per cent.

( 4 ) THE charge relating to payment of increased dividend is that the dividend was raised to satisfy one of the previous directors of the company who invested large amounts of money in acquiring shares in the company in 1962. The director referred to is G. Jatia. The names of shareholders as on October 31, 1962, have been set out in annexure " A " to the affidavit affirmed by D. F. Grantham on June 25, 1965, and is to be found at page 257 of the paper book. It appears from this annexure that at the material time G. Jatia held 700 shares and Mrs. Pushpa Jatia held 300 shares. But on that date Mohta Brothers Private Ltd. held 16,993 shares, Sm. Gouri Devi Mohta held 1,600 shares, Om Prakash Mohta held 300 shares, Sri Prakash Mohta held 300 shares and Hari Prakash Mohta held 300 shares. It is plain to us that if anybody has benefited by the increase in the dividend declared it is the appellants' group of shareholders and not the Jatias, The appellants were manifestly holding a much larger block of shares than the Jatias and correspondingly the dividend received by their group was many times more than what was received by the Jatia group of shareholders. This alone would have been enough