Resolution for regularizing Additional Director in AGM

"RESOLVED THAT pursuant to the provisions of Section 257 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 1956, and subject to the approval of shareholders in general meeting, Mr.---------------------who was appointed as an Additional Director in the meeting of the Board of Directors held on (Date of Board meeting) whose term expires at the ensuing Annual General Meeting of the company  and  for the appointment of whom the Company has received a notice in writing proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation." 

"RESOLVED FURTHER THAT Mr. --------------- be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the above said resolution.” 

XYZ Pvt Limited is having 2 directors A & B.They appoint C & D as additional directors on 1-09-2010.Can A & B resign on 2-09-2010 and additional direcotors run the show until forthcoming AGM?

“RESOLVED THAT Mr. .... who was appointed as an Additional Director with effect from January ... 2009 on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and Article 31 of Article of Association of the Company and who holds office upto the date of this Annual General Meeting, and in respect of whom a notice has been received from a Member in writing, under Section 257 of the Companies Act, 1956, proposing his candidature for the office of a Director, be and is hereby appointed as a director of the company.”

Can Additional director converted into Normal Diector after AGM i.e. in EGM ?

No, as additional director holds the office upto the date of AGM . Thus in case he is not regularised in AGM, he will deemed to vacant the office after the date of AGM. Regards.