Chapter VII - Management and Administration
Section 98
Section 98: Tribunal power to call meetings of members
If it is impracticable to call, hold or conduct a company meeting other than an AGM in the usual way, the Tribunal may order the meeting and give directions.
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Need advice on Section 98?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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.
Introduction
Section 98 resolves deadlocks and procedural blocks. The Tribunal may act on its own motion or on the application of a director, or of a member who would be entitled to vote at the meeting.
A meeting held under the Tribunal’s order is deemed to be duly called, held and conducted. Section 98 came into force on 1 June 2016 under S.O. 1934(E).
Key takeaways
Trigger
It must be impracticable to call the meeting in any manner permitted, or to hold or conduct it as the Act or articles prescribe.
Wide directions
The Tribunal may give ancillary or consequential directions, including directions modifying or supplementing how the Act or articles apply to the meeting.
Deemed valid meeting
A meeting held under the order is deemed duly called, held and conducted for all purposes.
Show impracticability
Section 98 covers any meeting other than an annual general meeting. The applicant should show why the meeting cannot practicably be called in any permitted manner, or held or conducted as the Act or articles require. Section 97 deals separately with default in holding an AGM.
Who may approach the Tribunal
The Tribunal may act on its own motion. It may also act on the application of any director, or of any member who would be entitled to vote at the meeting.
What the Tribunal can order
The Tribunal may order a meeting to be called, held and conducted as it thinks fit. It may give ancillary or consequential directions, including directions modifying or supplementing how the Act or the articles apply to calling, holding and conducting the meeting. These directions may provide that one member present in person or by proxy is deemed to constitute a meeting.
Under section 99, default in complying with the Tribunal’s directions is punishable with a fine of up to one lakh rupees, plus up to five thousand rupees for every day the default continues.
Practical preparation
Record the failed attempts to call or hold the meeting. Identify the procedural block in the Act or articles. Confirm the applicant’s standing as a director or voting member. Propose specific directions on notice, quorum and conduct. Follow the order exactly.
Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.
Practical checklist
Do
- Ask for precise directions on notice, quorum and chairmanship.
- Keep evidence of why the normal procedure is impracticable.
Avoid
- Do not use section 98 for an AGM default; section 97 covers that.
- Do not depart from the Tribunal’s directions when holding the meeting.
Illustrative example
Hypothetical: quorum deadlock
Two shareholder groups hold equal stakes. One group stays away so that the quorum for a general meeting is never present.
Evidence
The other group documents the repeated failure to obtain a quorum.
Apply
A director or voting member applies to the Tribunal under section 98.
Directions
The Tribunal may order the meeting and direct how quorum and conduct will work.
Outcome
- A meeting held under the order is deemed duly called, held and conducted.
Glossary
- Tribunal
- The National Company Law Tribunal constituted under the Act.
- Suo motu
- On the Tribunal’s own motion, without an application.
Frequently asked questions
Can the Tribunal call an AGM under section 98?
No. Section 98 covers meetings other than an AGM. Section 97 deals with default in holding an AGM.
Who can apply?
Any director, or any member who would be entitled to vote at the meeting. The Tribunal may also act on its own motion.
Can one member constitute the meeting?
Yes, if the Tribunal so directs. The proviso allows a direction that one member present in person or by proxy is deemed to constitute a meeting.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026