Section 98 — Power of Tribunal to Call Meetings of Members (Other than AGM)
## Section 98 — Power of Tribunal to Call Meetings (other than AGM)
### When does this section apply?
When it becomes impracticable to call a meeting of the company (other than an Annual General Meeting) in the manner prescribed by the Act or the Articles, the Tribunal (NCLT) may step in to ensure that the meeting is held.
Typical situations where this becomes relevant:
Deadlock in management — directors cannot agree to convene a meeting.
A meeting cannot be conducted because of a breakdown in the normal machinery of the company.
Required quorum cannot be assembled despite repeated attempts.
### Who can approach the Tribunal?
The Tribunal may act:
1. Suo moto (on its own motion), or
2. On an application by:
Any director of the company, or
Any member entitled to vote at the meeting.
### Power of the Tribunal
The Tribunal may:
Order that a meeting be called, held and conducted in such manner as it thinks fit, AND
Give such consequential or ancillary directions as it considers expedient.
### Special direction regarding Quorum
The Tribunal may direct that even ONE member of the company present in person or by proxy shall be deemed to constitute a meeting. This is a powerful override of the normal quorum requirement under Section 103.
### Effect of a meeting held under Section 98
A meeting held, conducted and called under directions of the Tribunal under this section shall be deemed to be a meeting of the company duly called, held and conducted.
### Key memory hooks
Section 98 → Tribunal's Power
Applies to any general meeting EXCEPT AGM (for AGM, refer Section 97)
The trigger word is "impracticable" — not merely difficult or inconvenient.
Quorum can be reduced to just one member by Tribunal's direction.
Worked example
### Example 1
Example — Deadlock in a private company
XYZ Pvt. Ltd. has only two members, A and B, each holding 50% shares. They have fallen out and B refuses to attend any meeting, so the quorum of 2 (under Section 103) can never be met. A wants to pass a resolution to fill a casual vacancy on the board.
Solution: Calling a meeting is impracticable due to B's continued absence. A, being a director and a member entitled to vote, may apply to the Tribunal under Section 98. The Tribunal may order a meeting to be called and may direct that A alone, present in person or by proxy, shall be deemed to constitute a meeting. The resolution passed at that meeting is valid.
### Example 2
Example — AGM cannot be invoked under Section 98
ABC Ltd. is unable to hold its AGM because of a dispute. A member files an application under Section 98 asking the Tribunal to order the AGM.
Solution: Section 98 does NOT apply to AGMs. The correct provision is Section 97, which empowers the Tribunal to call AGMs on the application of any member where the company fails to do so. The application should be filed under Section 97, not 98.
⚠️ Common exam mistakes
Confusing Section 97 (Tribunal calls AGM) with Section 98 (Tribunal calls meetings OTHER than AGM). Remember: 97 = AGM, 98 = others.
Assuming any member can apply under Section 98 — only a member ENTITLED TO VOTE at the meeting can apply.
Forgetting that the Tribunal can reduce the quorum to a SINGLE MEMBER, overriding Section 103.
Thinking 'impracticable' means merely 'inconvenient' — courts have held it must be a situation where calling/holding the meeting cannot reasonably be done at all.
Bare-Act text Section 98 · Companies Act, 2013 · click to expand
Section 98 — Power of Tribunal to call meetings of members, etc.
(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) A meeting held, conducted and called 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.