Resignation of director

As per theory, in such cases, ROC or Central Government has to intervene.

I do not know how such events happen in practice. Legally, a Director has every right to resign. As per article 75 of model AOA, theDirector may act for the purpose of increasing the number of directors of for summoning the general meeting of the company.

But the moot question is -- can form 32 be uploaded for resignation of director in this scenario with only 1 director left behind.

In the said case, Company will have to appoint another director which can be done through circular resolution(ADDITIONAL DIRECTOR) and regarding form 32, this is mandatory in the event of resignatin of any director.

Provisions says,

When the Company has adopted Table A, Regulation 75 of Table A provides that:
 

The continuing directors may act notwithstanding the vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose’

The first of this regulation contemplates continuation of at least two directors. Only one director cannot resort to this regulation. But where the number goes down below that required for a quorum, a meeting of the Board cannot be held unless the remaining directors co-opt one or more additional directors so that a quorum for meeting of the Board could be present. Even a single director can act for the limited purpose of increasing the number of directors to that fixed for the quorum. Alternatively the remaining directors should convene a general meeting to appoint directors so that the quorum could be made up (Bank of Syria, In re[1900]2 Ch 272)

Where all the directors of a company cease to occupy the office so that the company becomes directorless, the remedy lies in a member of the company making an application to the CLB under section 186 and get directors appointed thereat.

Where the company is directorless, in such a situation power of management would revert to the company in general meeting – Alexander Ward & Co Ltd V Samyang Navigation Co. Ltd. (1973) 3 LT (Notes) 80 approved in appeal by the House of Lords (1975) 1 WLR 673
 

Hope this clears your doubt.

Regards,

Aditya

First appoint one new Director (additional Director) on the Board which will amount to 3 Directors in the Company than file resignation of the Director who wants to resign.