Section 98 of the Companies Act, 2013
Section 98 of the Companies Act, 2013 deals with the power of the Tribunal to call annual general meeting (AGM) in certain cases.
Full Title:
Section 98 – Power of Tribunal to call meetings of members, etc.
Key Provisions:
Applicability:
This section applies when it is not practicable to call a meeting of a company (other than an AGM under Section 96) in the usual manner.
Who can apply:
The Tribunal (National Company Law Tribunal – NCLT) may, either on its own motion or on the application of any director or member entitled to vote at the meeting, order a meeting of the company.
Tribunal's Power:
The Tribunal may give directions as it thinks fit regarding:
The calling of the meeting
Holding and conducting the meeting
Quorum
Chairman of the meeting, etc.
Validity:
A meeting held under the direction of the Tribunal shall be deemed to be a valid meeting of the company.
Penalty for Default:
If any default is made in complying with the Tribunal’s order, the company and every officer in default shall be liable to a penalty of ₹1 lakh, and in the case of a continuing default, a further penalty of ₹5,000 for each day during which such default continues.
Example Use Case:
If a company fails to hold a general meeting due to disputes among directors or for any reason, and members/directors feel that a meeting is essential, they can approach the NCLT under Section 98.
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