(3)No payment shall be made to a managing or other Director in pursuance of sub-section (1), in the following cases, namely:-(a)where the Director resigns his office in view of the reconstruction of the company, or of its amalgamation with any other body corporate or bodies corporate, and is appointed as the Managing Director, [* * *] [* * *] [ The words " secretaries and treasurers" omitted by Act 65 of 1960, Section 120 (w.e.f. 28.12.1960).] manager or other officer of the reconstructed company or of the body corporate resulting from the amalgamation;(b)where the Director resigns his office otherwise than on the reconstruction of the company or its amalgamation as aforesaid;(c)where the office of the Director is vacated by virtue of section 203, [* * *] [ The words and figures " Section 280" omitted by Act 31 of 1965, Section 45 (w.e.f. 15.10.1965).] or any of the clauses (a) to [(l)] [ Substituted by Act 65 of 1960, Section 120, for " (k)" (w.e.f. 28.12.1960).], of sub-section (1) of section 283;(d)where the company is being wound up, whether by [order of the Tribunal] [ Substituted by Act 11 of 2003, Section 36, for " or subject to the supervision of the Court" .] or voluntarily, provided the winding up was due to the negligence or default of the Director:(e)where the Director has been guilty of fraud or breach of trust in relation to, or of gross negligence in or gross mismanagement of, the conduct of the affairs of the company or any subsidiary or holding company thereof;(f)where the Director has instigated, or has taken part directly or indirectly in bringing about, the termination of his office.
