Resignation of Director

Just pass resolution for his retirement in the Board Meeting ,file form 32 for his cessesion and if you have only two director then appoint some other prson as director to fullfil the requirement of minimum directorship,check articles provision whether itpermits additional director or director in casual vecancy and through same form 32 you can appoint new director , and transfer directors shares to any other shareholder through transfer deed and update members register and register of directors shareholding.

Dear Brajesh,

If you have 2 directors only- first appoint 3rd director. Then simply file form-32 of retiring director. No need to pass any kind of resolution for cessation of director.

Noting in the minutes of BM of such cessation is enough.

If you have more than 2 directors then only it is a case of casual vacancy u/s 262. You may appoint another dir by passing board resol in BM.  Also note this is not strictly a C.V. because you are already having minimum 2 dir.

Remember resolution by circulation to fill casual vacancy is not allowed. you need to show actual BM.

Regards