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1. These appeals are against the common judgment and decrees passed by the First Additional Sub-Judge, Erna-kulam, in O. S. Nos. 723 of 1992, 41 of 1993, 897 of 1992 and 901 of 1992. O. S. No. 723 of 1992 has been treated as the main suit and evidence recorded therein. The reference hereinafter to the ranks of the parties is according to their ranks in O. S. No. 723 of 1992 except otherwise indicated.

2. The City Hospital Private Limited, the first defendant in O. S. No. 723 of 1992 is a private limited company incorporated under the Indian Companies Act as per exhibit-A1 memorandum and articles of association and registered on July 12, 1971. The total share capital was originally Rs. 5 lakhs divided into 500 equity shares of Rs. 1,000 each later enhanced to Rs. 10 lakhs consisting of 1,000 equity shares. The number of members of the company is limited to 50. The articles of association provides for a board of directors consisting of not less than three and not more than 11 directors. The subscribers to the memorandum and articles of association were the first directors of the company. Subsequently, the directors were elected in the general body meetings. The four plaintiffs and defendants Nos. 2 to 4 in O. S. No. 723 of 1992 were elected directors of the company as on August 18, 1992. The second defendant. Dr. T.M. Paul, was the managing director. The eighth defendant, Dr. Aravind Babu, was also an elected director, but was abroad for some period and had not attended the previous three meetings of the board of directors and had thus incurred a disqualification under Section 283(1)(g) of the Companies Act. Some shareholders of the company had given a notice to the managing director on August 6, 1992, requesting him to convene an extraordinary general body meeting. The second defendant, in his capacity as the managing director, convened a director meeting to be held at 11 a.m. on August 18, 1992, and issued exhibit-A2 notice dated August 15, 1992, for the purpose. The business proposed to be conducted on August 18, 1992, as disclosed by the agenda in exhibit-A2 notice were : (1) passing the minutes of the previous meeting, (2) approval of the balance-sheet for the period ending March 31, 1991, (3) transfer of shares and (4) any other matter permitted by the chair.

21. We are also unable to accept the argument advanced by learned counsel for the appellants that the plaintiffs in these suits are seeking to enforce only the rights conferred on them by the Companies Act and not a common law right. In advancing their case and seeking reliefs the plaintiffs have pointed out the contravention of some of the provisions in the Companies Act as regards the necessity to give notice for a meeting of the board of directors, the necessity to disclose the interests of the directors in the resolutions, rules regarding co-option of directors, disqualification from directorship under Section 283(1)(g), etc. But they are not seeking any relief that can be sought from other forums in enforcement of these provisions. As observed by M.P. Menon J. in Marikar (Motors) Ltd. v. Ravikumar (M. I.) [1982] 52 Comp Cas 362 (Ker), the Companies Act is not a complete and self-contained code, it only purports to consolidate collecting the statutory provisions relating to a particular topic and embodying it in one enactment. As elucidated by Jagannatha Rao J. (as he then was) in Avanthi Explosives P. Ltd.'s case [1987] 62 Comp Cas 301 (AP) the rights and liabilities of the parties arise out of the general law of contract and not from the provisions of the Companies Act. Also in the light of the general principles enunciated by the Supreme Court regarding exclusion of the jurisdiction of the civil courts noticed earlier, it is not possible to accept the contention that the civil courts do not have jurisdiction to entertain the suits and grant relief in these cases.

6. The eighth defendant, Dr. Aravinda Babu, had incurred a disqualification under Section 283(1)(g) and vacated office as he had not obtained leave of absence for the earlier meetings.

26. The plaintiffs have specifically alleged that the resolutions were vitiated by mala fides, ulterior motives and fraud and were not in the best interests of the company. The second defendant was aware that he could not command a majority in the board and adopted an illegal method of unlawfully co-opting three of his close relatives as directors for creating an artificial majority for himself.

30. The plaintiffs have also contended that the eighth defendant, Dr. Aravind Babu, could not have been permitted to attend the meeting as he had incurred a disqualification under Section 283(1)(g) of the Act. It is admitted that the eighth defendant who was abroad had not attended three consecutive meetings of the board of directors and for a continuous period of more than three months as on August 18, 1992. According to the plaintiffs, the disqualification is automatic and does not require any resolution by the board of directors to that effect. But, in this case, it is pointed out by learned counsel for the respondents that there is no evidence that the eighth defendant had notice of the earlier meetings and was absenting himself or that he was aware of his own disqualification. As per Section 286(1) of the Act, to a director who is outside India, the notice of the meeting must be given at his usual address in India and there is no evidence that such notice was given to the eighth defendant. Of course, this plea is not covered by the pleadings. It was within the power of the board to give leave of absence also and permit him to continue as a director. However, in our opinion, this question is not very material for a decision in this case. The eighth defendant had attended the meeting held on August 18, 1992, He did not attend the meetings on August 29, 1992, and September 5, 1992. The meeting held on August 18, 1992, had a quorum even without the eighth defendant. It is stated that the resolution for taking the equipment was actually moved by him. But the records indicate otherwise. So, even in his absence, the other three directors could have passed the resolutions. The resolutions cannot be held to be bad merely because the eighth defendant is allowed to attend and participate in the meeting held on August 18, 1992.