Compensation for loss of office limited by tenure-based cap and excluded for resignation, misconduct, or inadequate winding-up assets. Payment as compensation for loss of office is allowed only to managing or whole-time directors or managers, subject to specified exclusions for resignation on reconstruction or otherwise, vacation of office under disqualification, winding up due to director's negligence or default, fraud, breach of trust, gross negligence or mismanagement, or where the director instigated termination. Any payment is limited to the shorter of the remaining term or a multi-year cap, calculated from the average remuneration over the preceding three years (or actual shorter service), and is barred if winding up results in insufficient assets to repay shareholders; separate remuneration for other services remains permissible.