Resignation of director from a private company

Supremo Vinod Shah (Adviser) (52 Points)

14 November 2018  

Dear Experts,

My wife is Full-Time Director of a Private Limited Company (Startup) where only two Full-Time Directors in the Company. She noticed that another Director is involved in some suspicions or unscrupulous practices in the affairs of the company including irregularities in the Company's bank account. She asked him to submit an explanation for his all malpractices but he is not responding well and creating unwanted arguments.

Now in the sake of future of her Directorship credentials, my wife wants to leave Company by tendering resignation.

We have contacted many CAs to take advice on this issue but did not find the proper solution as some of CAs are saying that she can't resign from the Private Company until the appointment of a full-time Director. 

Kindly guide us exact procedures how can she leave this Company from here full-time Directorship and selling her shares...? 

We shall be highly obliged for your quick and proper advice on this matter.