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Death of one of the two director in a pvt limited company

Mahesh Reddy K (Bangalore) (65 Points)

09 June 2015

A Private Limited Co. has two directors and both of them hold 50% of the shares each.
One of the director dies.The companies act requires minimun 2 directors and how will a new director be appointed in this case?

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P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 10 June 2015

The remaining director can hold Board meeting himself just for appointment of additional director and for no other agenda item. Quorum in this case will be one director only. After appointment, Board meeting can be called for transacting other business as usual.