Appoint. of new director in pvt. co. where 1 director died

This query is : Resolved

Guest

Guest (Querist)

12 February 2014 Dear All,
In case of Private Ltd. Company where there are only two directors, one of which dies, there has to be appointment of a new director.
Questions are:
Q.1 Who will give notice? Director himself will give notice to himself for the meeting?
Q.2 What will be quorum in such a meeting?
Q.3 How the new Director will be appointed? (as the remaining director will only be able to take decision, so it will be a single director decision, is it possible?)
Q.4 Will the Director will issue a notice on the Company for calling the Board Meeting for appointment of New Director?
Q.5 Due the lapse of quorum, will it call for calling of EGM and appointment of new Director by the Members themselves.
Q.6 W ho will give the notice of such EGM? That alive Director?
Q.7 In case of EGM how is it possible to call a EGM without a decision in Board Meeting?
Q.8 Is it possible that Members serve a notice on the Company to call a Members meeting for appointment of new director?
And then the alive Director serves notice on all members for a EGM to be called?

Arvind Ray

Arvind Ray (Expert)
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17 February 2014 You can invoke the jurisdiction of court under section 186 of the Companies Act. 1956