If you have more than two directors at a time then first of all you appoint both new directors after appointing them you elect new chairman if the resigning director proceed the meeting and then resign the both director.
Please keep in mind that when you are filing Form-32 with ROC, then digital signature will be used by existing director who are authorised to sign such form at that time.
01 May 2012
Procedure of Appointment and resignation of Director
In this situation u can take the following route:
1. Convey a Board Meeting 2. In Board Meeting u first appoint additional director 3. There after u can resign the existing directors 4. Authorize new director to sign and file forms with MCA and other authorities. 5. File Form 32 of appointment of directors with concerned ROC and take approval from ROC. 6. After approval of Form-32 regarding appointment, u can file Form-32 regarding resignation of directors 7. You try to give effect of resignation of director from the date of Board Meeting or thereafter, otherwise appointment of new directors will be null and void. 8. Convey a Board Meeting for calling general Meeting for regularization of existing additional directors 9. File Form -32 regarding change in designation of existing director.