1. Parties
Appellant: Pearl City Marine Products (P.) Ltd. and others
Respondent: Hiras K. and others
2. Facts of the Case
The company originally had several directors.
Respondents 3 and 4 were removed as directors through an EGM held on 10 November
2025.
Later, Respondent No. 1 wanted Respondents 3 and 4 to be re-inducted as directors.
Therefore, on 20 January 2026, Respondent No. 1 issued a notice under Section 100
requesting the company to call an Extraordinary General Meeting (EGM).
The Board rejected this request by a 3:2 majority on 9 February 2026.
Instead of trying to call the EGM himself under Section 100(4), Respondent No. 1
approached the NCLT under Section 98.
He asked the NCLT to give directions for convening the EGM.
NCLT passed an order on 22 June 2026 directing the EGM to be convened.
The company challenged this order before NCLAT.
3. Issue
The main issue was:
Whether a member can approach the NCLT under Section 98 for calling an EGM when the
Board has refused to call it, without first attempting to call the meeting under Section 100(4)?
Another issue was whether the facts of the case actually showed that it was impracticable to
hold the meeting without Tribunal intervention.
4. Arguments of the Appellant / Company
The company argued that:
Under Section 100(4), if the Board does not call the EGM despite a valid requisition, the
requisitioning members can call the meeting themselves.
Respondent No. 1 had not even attempted to call the meeting himself.
He also failed to show why it was impracticable to hold the meeting.
Therefore, there was no proper reason for the NCLT to intervene under Section 98.
5. Arguments of the Respondent
Respondent No. 1 argued that:
Section 100(4) is only an alternative remedy.
He had an independent right to approach the NCLT under Section 98.
Therefore, he did not necessarily have to first use Section 100(4).
6. Decision of NCLAT
NCLAT allowed the appeal and set aside the NCLT's order.
NCLAT held that:
Section 100(4) and Section 98 are separate remedies.
A member does not necessarily have to exhaust Section 100(4) before approaching the
Tribunal.
However, Section 98 can be used only when it is established that it has become
impracticable to hold the meeting without Tribunal intervention.
7. Why NCLAT Rejected the Respondent's Case
NCLAT found that the respondent had not produced sufficient facts or evidence showing that
the EGM was impossible or impracticable to conduct.
The company had:
Only five directors, but
Approximately 110 other shareholders.
Therefore, merely because the Board rejected the request by 3:2, it did not mean that an EGM
could not be held. Most importantly, Respondent No. 1 had not even attempted to convene the
meeting under Section 100(4).
8. Meaning of "Impracticable
Impracticable means that, from a reasonable and practical point of view, the meeting cannot
properly be held without Tribunal intervention. For example, if there is serious uncertainty
about who the valid directors are, rival groups are calling competing meetings, or there is a
genuine deadlock making a valid meeting impossible, Section 98 intervention may be justified.
9. Final Order
NCLAT set aside the NCLT order and allowed the appeal. No costs were imposed.
10. Simple Learning
Section 100(4): If the Board does not call a validly requisitioned EGM, the members can call it
themselves. Section 98: NCLT can intervene when it has become impracticable to hold the meeting
normally.
�� Mere disagreement between directors or rejection of the EGM request by the Board is not
enough to invoke Section 98. The applicant must show genuine circumstances making
Tribunal intervention necessary.
One-line takeaway:
NCLAT held that Section 98 is an exceptional power and cannot be used merely because the
Board has refused to convene an EGM; actual impracticability must be established.