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.
Legal Commentary & Landmark Judgments: Section 98
Section 98 empowers the National Company Law Tribunal, either suo motu or on the application of any director or member entitled to vote, to order the calling, holding, and conducting of a general meeting (other than an AGM) whenever it is impracticable to convene such a meeting through ordinary corporate mechanisms.
In 50:50 deadlock joint ventures where one faction refuses to attend board or general meetings to deliberately defeat the quorum requirement for removing a rogue director, file a Section 98 petition. Plead detailed facts demonstrating practical deadlock and seek an explicit direction that the quorum requirement under the Articles be suspended, ordering a single member to constitute the meeting under an NCLT-appointed Chairman.