Companies Act Section 98 — Power of Tribunal to call meetings of members, etc
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) states that if it is impracticable to call a meeting of a company (other than an annual general meeting) in the usual way, or to hold or conduct it as required by the Act or the company's articles, the Tribunal can step in. The Tribunal may act on its own or on the application of any director or member who would be entitled to vote at that meeting.
Under clause (a) of sub-section (1), the Tribunal can order that the meeting be called, held, and conducted in whatever manner it thinks fit.
Under clause (b) of sub-section (1), the Tribunal can give any additional or related directions it considers expedient. These directions may include modifying or supplementing how the Act or the company's articles apply to calling, holding, and conducting the meeting. The proviso to this clause adds that such directions may include a direction that one member present in person or by proxy shall be deemed to constitute a meeting.
Sub-section (2) states that any meeting called, held, and conducted in accordance with an order made under sub-section (1) shall, for all purposes, be deemed to be a meeting of the company duly called, held, and conducted.
Official Text
(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.