Resignation of first director

There is no bar on resignation of first director.  However you may first appoint a new director and then resignation of first director may be accepted.  This may be done in the same meeting, but the form 32 be filed with the digital of other director, who is not the resigning director/newly appointed director.

Rajesh Gupta

Dear Raju

Mr.Gupta is right i am agree with him

Yes.. The appointment and resignation can be done in one single B.M. Please do check the AOA of the Company with respect to appointment of Directors. i.e whether there is a provision for appointing directors in B.M. etc.. 

Hi Ashua!

In case of any Company where there is a minimum no. of Directors appointed at the time of incorporation and if any of such directors wants to resign from its post, then there is a requirement of appointment of a new director before such resignation to nullify the effect of the resignation and to avoid the circumstances where the co. will fall below the min no. .

In your case, you can do like this:  first pass the resolutioon for the appointment of the new Director and then pass the resolution for the cessation of old director in the same meeting. This will automatically make ur minimum requirement fulfill. Since doing vice-versa make the company fall below the minimum no. of Directors.