Amalgamation and merger of co-operative societies

§15

Summary

(1) Any two or more co-operative societies may, after duly informing the Registrar, at their respective ordinary general meetings, called for the purpose, of which at least fifteen clear days' notice shall be given to their respective members, resolve, by a majority of at least two-thirds of the members present, to amalgamate into some society or to merge into any of them. The resolution (hereinafter called preliminary resolution) shall contain all particulars of amalgamation or merger, as the case may be, including the transfer of assets and liabilities to the new society in case of amalgamation and to the continuing society in case of merger and also the bye-laws of such a society. 1[(2) Notwithstanding any other provision of this Act or of any bye-law of any society, notices of any meeting referred to in sub-section (1) or sub-section (4) shall be given to the members of the societies concerned, and copies of the preliminary resolution shall be served on the members and creditors of such societies in any one or more of the following manners, namely :- (a) by delivery in person under acknowledgement in writing, or (b) except in respect of any person who has acknowledged receipt in writing under clause (a), by post under certificate of posting at the address of each such person as noted in the society's records, and also by publication in a newspaper having circulation in the area of operation of the society.] (3) (i) Any member of any such society may, notwithstanding any bye-law to the contrary, by notice to the society of which he is a member 2[ within a period of thirty days from the date of receipt of the copy of the preliminary resolution under clause (a) of sub-section (2) or, as the case may be, from the date of its publication in a newspaper under clause (b) of that sub-section]2 intimate his intention not to become a member of the new society in case of amalgamation, or to be a member of the continuing society in case of merger. (ii) Any creditor of any such society may, notwithstanding any agreement to the contrary, by notice given to the society of which he is a creditor within the said period, intimate his intention to demand a return of the amount outstanding to his credit. (4) After the expiry of 3[ the period referred to in clause (i) of sub-section (3)] a joint meeting of the members of such societies of which at least fifteen clear days' notice shall be given to them, shall be convened for considering the preliminary resolution. If, at such meeting, the preliminary resolution is confirmed by a resolution passed by a majority of not less than two-thirds of the members present, either without changes as in the opinion of the Registrar, which shall be final, are not material, he may- (i) in the case of amalgamation, subject to the provisions of sub-sections (5) and (6) and section 7, register the new society and the bye-laws thereof ; and (ii) in the case of merger, give subject to the provisions of sub-sections (5) and (6), his sanction thereto. Explanation- For the purposes of this sub-section, the term "members" shall include any delegates of members selected for the purpose in accordance with rules, made in this behalf. (5) While confirming the preliminary resolution under sub-section (4), provision shall be made by another resolution for - (i) the repayment, subject to the provision of section 41, of the share capital of all the members who have given notice under clause (i) of sub-section (3), and (ii) the satisfaction of the claims of all the creditors who have given notice under clause (ii) of sub-section(3). (6) If within such time as the Registrar considers reasonable, the share capital of the members referred to in sub-section (5) is not repaid or the claims of the creditors referred to in that sub-section are not satisfied, the Registrar may refuse to register the new society or to sanction the merger, as the case may be. (7) The registration of a new society or the sanction of merger under sub-section (4) shall be a sufficient conveyance to vest in the new society in the case of amalgamation and in the continuing society in the case of merger, all the assets and liabilities of the amalgamated societies or merged society or societies, as the case may be anything contained in any other law for the time being in force to the contrary notwithstanding; and on such registration of a new society or sanction of merger, as the case may be, the registration of the amalgamated societies or of the society or societies which has or have merged into another society, shall be deemed to have been cancelled.

(1) Any two or more co-operative societies may, after duly informing the Registrar, at their respective ordinary general meetings, called for the purpose, of which at least fifteen clear days' notice shall be given to their respective members, resolve, by a majority of at least two-thirds of the members present, to amalgamate into some society or to merge into any of them. The resolution (hereinafter called preliminary resolution) shall contain all particulars of amalgamation or merger, as the case may be, including the transfer of assets and liabilities to the new society in case of amalgamation and to the continuing society in case of merger and also the bye-laws of such a society. 1[(2) Notwithstanding any other provision of this Act or of any bye-law of any society, notices of any meeting referred to in sub-section (1) or sub-section (4) shall be given to the members of the societies concerned, and copies of the preliminary resolution shall be served on the members and creditors of such societies in any one or more of the following manners, namely :- (a) by delivery in person under acknowledgement in writing, or (b) except in respect of any person who has acknowledged receipt in writing under clause (a), by post under certificate of posting at the address of each such person as noted in the society's records, and also by publication in a newspaper having circulation in the area of operation of the society.] (3) (i) Any member of any such society may, notwithstanding any bye-law to the contrary, by notice to the society of which he is a member 2[ within a period of thirty days from the date of receipt of the copy of the preliminary resolution under clause (a) of sub-section (2) or, as the case may be, from the date of its publication in a newspaper under clause (b) of that sub-section]2 intimate his intention not to become a member of the new society in case of amalgamation, or to be a member of the continuing society in case of merger. (ii) Any creditor of any such society may, notwithstanding any agreement to the contrary, by notice given to the society of which he is a creditor within the said period, intimate his intention to demand a return of the amount outstanding to his credit. (4) After the expiry of 3[ the period referred to in clause (i) of sub-section (3)] a joint meeting of the members of such societies of which at least fifteen clear days' notice shall be given to them, shall be convened for considering the preliminary resolution. If, at such meeting, the preliminary resolution is confirmed by a resolution passed by a majority of not less than two-thirds of the members present, either without changes as in the opinion of the Registrar, which shall be final, are not material, he may- (i) in the case of amalgamation, subject to the provisions of sub-sections (5) and (6) and section 7, register the new society and the bye-laws thereof ; and (ii) in the case of merger, give subject to the provisions of sub-sections (5) and (6), his sanction thereto. Explanation- For the purposes of this sub-section, the term "members" shall include any delegates of members selected for the purpose in accordance with rules, made in this behalf. (5) While confirming the preliminary resolution under sub-section (4), provision shall be made by another resolution for - (i) the repayment, subject to the provision of section 41, of the share capital of all the members who have given notice under clause (i) of sub-section (3), and (ii) the satisfaction of the claims of all the creditors who have given notice under clause (ii) of sub-section(3). (6) If within such time as the Registrar considers reasonable, the share capital of the members referred to in sub-section (5) is not repaid or the claims of the creditors referred to in that sub-section are not satisfied, the Registrar may refuse to register the new society or to sanction the merger, as the case may be. (7) The registration of a new society or the sanction of merger under sub-section (4) shall be a sufficient conveyance to vest in the new society in the case of amalgamation and in the continuing society in the case of merger, all the assets and liabilities of the amalgamated societies or merged society or societies, as the case may be anything contained in any other law for the time being in force to the contrary notwithstanding; and on such registration of a new society or sanction of merger, as the case may be, the registration of the amalgamated societies or of the society or societies which has or have merged into another society, shall be deemed to have been cancelled.

← Previous Section Next Section →

Explore this Chapter