The NCLT can make meeting arrangements under section 98 where calling, holding or conducting a company meeting other than an AGM is impracticable in the manner required by the Act or articles. Show the actual obstacle and ask for directions that solve it. A disagreement about the likely voting result is not the same as an inability to conduct the meeting.
Who can ask for the order?
Section 98 permits action on the Tribunal's own motion or an application by a director or member entitled to vote at the meeting. Identify your position and the proposed business. A person who is not a director and has no relevant voting entitlement should not assume that dissatisfaction alone supplies standing.
The section expressly excludes an AGM. An overdue AGM has the separate section 97 route. State which meeting is required and why. Mixing the two can lead to an unnecessary procedural dispute before the Tribunal reaches the practical obstacle.
What makes a meeting impracticable?
Document the facts that prevent the prescribed process from functioning. Examples to investigate include a genuine quorum deadlock, inability to follow the articles' chairing mechanism or circumstances preventing notice and conduct through the ordinary machinery. The legal test must be applied to your evidence, not to a label such as hostile shareholder.
Keep the articles, meeting notices, attendance records, adjournment minutes and correspondence showing failed attempts. Explain why an ordinary lawful step would not resolve the problem. Do not manufacture another failed meeting merely to create evidence if the existing records already show the issue.
Can the Tribunal reduce the quorum to one?
The proviso permits a direction that one member present personally or by proxy constitutes the meeting. Section 98 also allows ancillary or consequential directions modifying or supplementing the meeting machinery. These are powers the Tribunal may exercise, not rights you can impose by sending your own notice.
Ask for a tailored arrangement. It may address the chairperson, notice, quorum, voting procedure and a report of what happened, depending on the case. Explain how the proposal preserves a fair opportunity for others to participate. A request designed only to predetermine the outcome is different from a request to make a valid meeting possible.
Which papers and form are needed?
Rule 75 of the NCLT Rules uses Form NCLT-1 for an application under section 98 with the specified supporting documents. It requires a copy to be served on the Registrar of Companies on or before the hearing. Current registry directions and the competent bench must also be checked.
Attach the proposed directions separately so that the Tribunal can see the solution sought. An affidavit should identify the source of each factual assertion. If another member disputes the meeting history, annex their response and explain the disagreement rather than omitting it.
Does the order decide the underlying shareholder fight?
Not necessarily. It provides a way to call, hold and conduct the meeting. A meeting held under the order is treated as duly called, held and conducted under section 98(2), but the order's actual scope and the legality of the business still matter.
Separate claims about share ownership, removal, oppression or contractual rights may need separate treatment. Do not promise that obtaining a one-member quorum will resolve every dispute. Read the order before issuing notices and follow its directions precisely.
Your immediate task is a one-page obstacle-and-solution note. State the meeting required, the rule that cannot practically be followed, evidence of the obstacle and the proposed alternative. That gives the adviser a concrete basis for deciding whether section 98 is appropriate.
This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.