Dear Sir,
Before cessation of the directors, you have to get all the pending fillings complied and after all annual filling for the F.Y. 2012-13 till 2014-15 has to be filed in ROC duly audited by the CA whether company working or not.
Estimated Expenses will be as follows:
2012-13 - 4 Forms - 5200 *3 = 15600/-
2013-14 - 4 Forms - 5200*3 = 15600/- (ADT 1 is for appointment of Auditor for 5 Years)
2014-15 - 2 Forms - AOC - 4 - 2800/-
MGT-7 - 2000/- (If auditor is same for whom ADT 1 was filed in 2014 AGM, then only 2 forms in 2014-15 will be filed, else for casual vacancy, ADT1 and ADT3 is also required to filed before AGM of 2014-15, and please note that challan amount i told above for 2014-15 is till 30.01.2016, after this date, penalty increases)
After completetion of annual fillings, you can proceed for appointment and cessation of Directors and Share Transfer by executing Deeds.
I hope your queries are resolved. Suggest you to consult with any Company Secretary you knows for better understanding of the proceedings.