Powers of Tribunal to Call Meetings - Sections 97 & 98
# Powers of Tribunal to Call Meetings (Secs 97 & 98)
## Sec 97: Power to Call AGM
### When Invoked
When a company fails to hold AGM as required by Sec 96.
### Procedure
Application: By any member of the company.
Tribunal's Power: Notwithstanding anything in the Act or the AOA, may call or direct holding of AGM.
Directions: May include the unusual direction that one member present (in person or by proxy) shall be deemed to constitute a meeting.
### Effect
An AGM held under the Tribunal's direction shall be deemed to be an AGM of the company, subject to any directions of the Tribunal.
## Sec 98: Power to Call Meetings Other Than AGM
### When Invoked
When it is impracticable to call/hold/conduct any meeting (other than AGM) in the usual manner.
### Procedure
Initiated by: Tribunal suo motu, OR on application of:
Any director, OR
Any member entitled to vote
Tribunal's Powers:
Order meeting to be called, held, conducted as it deems fit.
Give necessary directions, including modifying calling, holding, conducting.
May direct that one member present (in person or proxy) is deemed a meeting.
### Effect
Meeting so held shall be deemed to be a valid general meeting of the company for all purposes.
## Key Differences
Aspect
Sec 97 (AGM)
Sec 98 (Other Meetings)
Trigger
Failure to hold AGM
Impracticability of holding meeting
Applicant
Member only
Director, member entitled to vote, or Suo motu
Type
AGM
EGM / other general meetings
## Penalty for Default in Sec 96-98 (Sec 99)
If a company defaults in holding AGM or complying with Tribunal directions:
Company AND every officer in default liable to a fine up to ₹1,00,000.
₹5,000 per day for each day default continues.
Worked example
### Example 1
Example 1: Members of MNO Ltd are at a deadlock and cannot agree on holding an EGM. A director applies to the Tribunal. Under which section can relief be sought?
Answer: Under Sec 98. Where it is impracticable to call/hold an EGM, the Tribunal can order it on the application of a director (or member entitled to vote) or even Suo motu.
### Example 2
Example 2: PQR Ltd has not held its AGM for FY 2022-23. A member applies to the Tribunal. The Tribunal directs that one member present in person shall constitute the meeting. Is this valid?
Answer: Yes. Sec 97(2) specifically empowers the Tribunal to give directions that one member present in person or by proxy shall be deemed to constitute a meeting. This is a recognised override of the usual quorum rules.
⚠️ Common exam mistakes
Confusing Sec 97 (AGM default) with Sec 98 (other meetings) — the trigger and applicant categories differ.
Forgetting that under Sec 98, directors can also apply (not just members) — and Tribunal can act Suo motu.
Believing that the usual quorum applies — Tribunal can specifically dispense with normal quorum by deeming 1 member as a valid meeting.
Applying penalty under Sec 99 to ALL violations of Secs 96-98 — penalty is for default in holding AGM or non-compliance with Tribunal directions.
Bare-Act text Sections 97, 98 & 99 · Companies Act, 2013 · click to expand
Sec 97(1): If any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient. Sec 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, order a meeting of the company to be called, held and conducted in such manner as the Tribunal thinks fit.