Dear sir, a limited company(closly held) has 5 directors, while retiring the directors by rotation 2/3 of 5 directors is it 3 directors not including independent, nominee and alternative directors. Best regards, Narasimha
As per provisions of section 152 of the companies act 2013,unless articles of association (AOA), provides for retirement of all directors 2/3 of total number of directors are liable to retire by rotation. Further at every annual general meeting (other than 1st AGM) 1/3 of such directors who are eligible to retire by rotation shall retire. In fraction shall be rounded off as 1. For the purpose of this section total directors shall not include independent directors. Therefore out of 5 directors (directors other than the independent directors), director liable to retire by rotation is 5*2/3=3.33. Number of directors who retire= 3.33*1/3=1.11 i.e. 1.