Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers.

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....rs. 318. (1) Payment may be made by a company, except in the cases specified in sub-section (3) and subject to the limit specified in sub-section (4), to a managing director, or a director holding the office of manager or in the whole-time employment of the company, by way of compensation for loss of office, or as consideration for retirement from office, or in connection with such loss or reti....

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....e director is vacated by virtue of section 203, ^[3][* * *] or any of the clauses (a) to ^[4][(l)], of sub-section (1) of section 283;      (d) where the company is being wound up, whether by ^[5][order of the Tribunal] or voluntarily, provided the winding up was due to the negligence or default of the director:      (e) where the director has been gui....

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....fice for a lesser period than three years, during such period: Provided that no such payment shall be made to the director in the event of the commencement of the winding up of the company, whether before, or at any time within twelve months after, the date on which he ceased to hold office, if the assets of the company on the winding up, after deducting the expenses thereof, are not suffi­....