Power of Tribunal to Call Meetings of Members [Section 98]
# Section 98 — Tribunal's Power to Call Meetings (Other than AGM)
## When Does Section 98 Apply?
When it is impracticable to call, hold, or conduct any meeting (other than an AGM) in the manner prescribed by the Act or the company's articles.
> Examples: deadlock among directors, members refusing to attend, key shareholders untraceable, etc.
## Who Can Apply / How Does Tribunal Act?
The Tribunal may act:
Suo motu (on its own), OR
On the application of:
Any director, OR
Any member who would be entitled to vote at the meeting.
## What Can the Tribunal Order — Section 98(1)
(a) Order a meeting to be called, held and conducted in such manner as the Tribunal thinks fit; AND
(b) Give ancillary or consequential directions — including directions modifying or supplementing the operation of provisions of the Act or articles in relation to calling/holding/conducting the meeting.
### Quorum Override Proviso
Same as Section 97: directions may include that one member in person or by proxy shall be deemed to constitute a meeting.
## Validity of the Meeting — Section 98(2)
A meeting called, held and conducted under Section 98(1) is, for all purposes, deemed to be a meeting of the company duly called, held and conducted.
## Section 97 vs Section 98 — Side by Side
Feature
Section 97
Section 98
Type of meeting
AGM only
Any meeting other than AGM
Trigger
Default in holding AGM
Impracticable to call/hold/conduct meeting
Who can apply
Any member
Director OR member entitled to vote
Suo motu power
❌ No
✅ Yes
Quorum override
✅ Yes (1 member)
✅ Yes (1 member)
Worked example
### Example 1
Example 1: Two warring factions hold equal shares in PQR Ltd. The minority refuses to attend EGMs, defeating quorum repeatedly. The Board applies to NCLT. ✅ Under Section 98, Tribunal can order the EGM and direct that even one member present shall constitute the meeting — breaking the deadlock.
### Example 2
Example 2: Tribunal acts on its own (suo motu) to direct holding of an EGM. Is this valid? ✅ Yes — Section 98 expressly empowers suo motu action, unlike Section 97.
⚠️ Common exam mistakes
Applying Section 98 to AGMs — Section 98 covers only meetings other than AGM. AGM defaults go to Section 97.
Forgetting that a member must be one entitled to vote at that meeting — a member with no voting rights for that resolution cannot apply.
Missing the suo motu power — Section 98 (unlike Section 97) lets the Tribunal act on its own.
Bare-Act text Section 98 · The Companies Act, 2013 · click to expand
Section 98(1): If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles of the company, the Tribunal may, either suo motu or on the application of any director or member of the company who would be entitled to vote at the meeting,— (a) order a meeting of the company to be called, held and conducted in such manner as the Tribunal thinks fit; and (b) give such ancillary or consequential directions as the Tribunal thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act or articles of the company: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(2) Any meeting called, held and conducted in accordance with any order made under sub-section (1) shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted.