Call a meeting of the company (other than an AGM), OR
Hold or conduct such meeting
Common situations: deadlock in management, inability to obtain quorum, etc.
## Who can move the Tribunal?
Suo motu by the Tribunal
On application of any director, OR
On application of any member who would be entitled to vote at the meeting
## Power of Tribunal
May order the meeting to be called, held and conducted in such manner as the Tribunal thinks fit. Tribunal may give such ancillary or consequential directions as it thinks expedient.
## Special Directions
May include direction that one member present in person or by proxy shall be deemed to constitute a quorum (overrides the normal quorum requirements of Section 103).
## Status of Meeting
A meeting held under Section 98 shall be deemed to be a meeting of the company duly called, held and conducted — i.e., it is treated as a valid EGM.
## Section 97 vs Section 98 — Snapshot
Feature
Sec 97
Sec 98
Type of meeting
AGM
Any other (typically EGM)
Trigger
Default in holding AGM
Impracticability to call/hold
Who can apply
Member only
Director or Member; also suo motu
Worked example
### Example 1
Example: PQR Ltd has two factions of directors who refuse to cooperate. No EGM can be convened because no quorum can be assembled. Director X applies to the Tribunal under Section 98.
Analysis: The Tribunal may order that the EGM be called and may direct that one member present in person or by proxy shall constitute the quorum, overriding Section 103. The meeting so held is deemed to be a duly called and conducted EGM.
⚠️ Common exam mistakes
Using Section 98 for AGMs — for AGMs, Section 97 applies.
Forgetting that the Tribunal can act suo motu under Section 98 (it cannot under Section 97).
Missing that the 'one member as quorum' direction overrides Section 103's normal quorum rules.
Bare-Act text Section 98 · Companies Act, 2013 · click to expand
Section 98 — Power of Tribunal to call meetings of members (other than AGM): (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.