Tuesday, 20 November 2018


Calling of extraordinary general meeting by company law board/tribunal.

Section 186 of the Companies Act, 1956 provides:

1, If for any reason it is not practicable to call the company meeting, other than an general meeting which is annual,. in any manner in which the company meeting may be called or to hold or conduct the company meeting in the manner prescribed by this Act or the articles, the Tribunal/Company Law Board may either of its motion of its own or on any company director application , or of any company member who would be entitled to vote at the meeting ---

a, order of the company meeting to be called, held and conducted in such as the Company Law Board manner/Tribunal thinks fit; and 

b, give such ancillary or directions consequential as the Law Board of the Company/ Tribunal thinks expedient, including directions modifying or supplementing in calling related, holding and meeting conducting, the provisions of this Act operations and the articles of the company.

It should however be mentioned that this section permits even Company Law Board/Tribunal (earlier "the court ") suo-moto to call the company meeting where it has become impracticable to call the meeting other than a general meeting annually

2. Any meeting called, conducted or held in respect with any such order shall, for all purposes be deemed to be a company meeting duly called, conducted and held".

A meeting which is not conducted in accordance with the company directors Law Board/Tribunal is not a meeting under section 186(2) contemplated and conducted business in that meeting will be invalid.

For seeking the order of the Company Law Board/Tribunal to convene an general meeting extraordinary of the company, a petition under the Company Law Board Regulations, 1991 is needed to be preferred.

In Re.Lothian Jute Mills Ltd 91950) 55 CWN 646, there was a dispute between the company shareholders as to who were the company lawful directors entitled to call the company meeting. The word impracticable has been held to mean impracticable from a point of view which is reasonable. 

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