Power of Tribunal to Call Meetings of Members (Section 98)
# Power of Tribunal to Call Meetings of Members [Section 98]
## When does Section 98 apply?
Section 98 is a safety valve — it activates only when it becomes impracticable to call an Extraordinary General Meeting (EGM) in the normal way. "Impracticable" does not mean "inconvenient"; it means there is some real obstacle making a normal EGM impossible (e.g., directors refuse to act, no quorum can ever be achieved, deadlock among members).
## Who can approach the NCLT?
The National Company Law Tribunal (NCLT) may act:
Suo motu (on its own motion), OR
On the application of any director, OR
On the application of any member of the company entitled to vote at the meeting.
## What can the NCLT do?
Once satisfied that an EGM is impracticable, the NCLT may:
1. Order the meeting to be called, held and conducted in any manner it thinks fit; and
2. Give such ancillary directions as it considers expedient.
### Special direction on quorum
NCLT may, as part of its directions, order that even one member present in person or by proxy shall be deemed to constitute the meeting. This overrides the normal quorum rules under Section 103, and is typically used to break deadlocks.
## Key Points to Remember
Section 98 applies only to EGMs — not to AGMs (which have their own remedy under Section 97).
The trigger word is impracticability, not mere difficulty.
A resolution passed at a meeting called under Section 98 has the same effect as if passed at a regularly convened meeting.
Worked example
### Example 1
Example: ABC Pvt. Ltd. has only two members — X and Y — each holding 50% shares. Y is permanently abroad and refuses to attend any meeting. The minimum quorum for a private company is 2. X wants to remove a director but cannot achieve quorum.
Solution: X may apply to NCLT under Section 98. Since it is genuinely impracticable to hold an EGM (Y will never attend), NCLT may direct that the meeting be held and that one member present in person/proxy shall constitute the meeting. X can then validly transact business.
Assuming any inconvenience counts as 'impracticable' — it must be a real obstacle.
Forgetting that NCLT can direct that even one member can form quorum.
Thinking only members can apply — directors and NCLT itself (suo motu) may also trigger Section 98.
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.
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 such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted.