When the other director, say Mr. X tender his resignation then Company is required to conduct a Board Meeting and pass a resolution for his resignation and then file Form 32 for the same.
But a Company must have minimum two directors. So before or in the said Board Meeting another director, say Mr. Y is to be appointed. (Aquire Din No for Mr. Y, if he dont have it.)
Kindly note that the date of appointment of the director should not be later than the date of resignation of present director.
The said director can be appointed as additional director in Board Meeting or regular director in Extra Ordinary General Meeting and file Form 32 accordingly (Assuming its a private company where Articles doest not allow Board to appoint regular director).
The resignation and appointment can be filed in single Form 32 provided both the dates are within 30days of the said meeting
The fees depends upon the authorized share capital of the company. (Kindly mention the capital of the company)
Kindly revert back for further query.