Amalgamation, transfer of assets and liabilities and division of Societies

(1) A Society may, by a resolution passed by a majority of the members present and voting at a general meeting of the Society– (a) transfer its assets and liabilities in whole or in part to any other Society which is prepared to accept them; or (b) divide itself into two or more Societies. (2) Any two or more Societies may, by a resolution passed by a majority of the members present at an ordinary general meeting of each such Society specially convened for the purpose of which at least seven days clear notice has been given to each member and subject to the other condition of this section amalgamate into a single Co-operative Society. (3) [Omitted]. (4) The resolution of a Society under Sub-Section (1) or Sub-Section (2) shall contain all particulars of the transfer, division or amalgamation as the case may be. (5) When a Society has passed any such resolution under Sub-Section (1) or Sub-Section (2), the Society concerned shall give notice thereof in writing in the prescribed manner to all its members and creditors and, notwithstanding any bye-laws or contract to the contrary, any member or creditor shall, during the period of one month from the date of issue of the notice, have the option of withdrawing his shares, deposits or loans, as the case may be. (6) Any member or creditor who does not exercise his option within the period specified in Sub-Section (5) shall be deemed to have assented to the proposals contained in the resolution. (2) An order issued under Sub-Section (1) shall, notwithstanding anything contained in this Act, the Rules or Bye-laws framed thereunder, or in any other law or in any contract, award or instrument for the time being in force, be binding on all members, depositors, creditors, employees of the Society and other persons concerned having any right, assets or liabilities in relation to the Society. (3) The order under Sub-Section (1) may provide for :– (a) reduction of the interest or right which the members, depositors, creditors, employees and other persons concerned may have in or against the Society, to such extent as the Registrar considers necessary, having due regard to the proportion of the assets of the Society to its liabilities; and (b) such incidental, consequential and supplemental matters as may in the opinion of the Registrar, be necessary to give effect to the said transfer. (4) For the purpose of this section, at any stage of proceeding thereunder, it shall be competent for the State Government to give such directions to the Registrar, as it may deem proper in the facts and circumstances of every case, and such directive shall be binding on the Registrar. (5) Notwithstanding anything contained in the Transfer of Property Act, 1882 (4 of 1882) or the Registration Act, 1908, (16 of 1908) an order issued under this Section shall be sufficient conveyance to transfer the assets and liabilities of the Society. Explanation :– For the purposes of this section,– (i) 'Company' shall mean a company as defined in the Companies Act, 1956 (1 of 1956); (ii) 'Sickness' in respect of a Society shall ordinarily mean non-viability, and may bear such other meaning as assigned to it under Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986) or any other law in force; and (iii) 'Transfer' shall include transfer by way of management contracts, lease or any other mode.