Section 15(3) in The Assam Co-operative Societies Act, 1949
(3)(a)Notwithstanding anything contained in sub-sections (1) and (2) of this section if the Registrar is of opinion that for reasons of ensuring economic liability of any registered society or societies or avoiding, overlapping or conflict of jurisdictions of registered societies in any area or in order to secure proper management of any co-operative society or in the public interest or in the interest of the co-operative movement in the State as a whole or in the interest of the depositors and the Co-operative Banking System in the State as a whole, it is necessary to divide, amalgamate or merge fully or partially any such society or societies with any specified society, he may by an order published in a official Gazette make a scheme for division, amalgamation or merger, with prior approval of the State Government.Explanation. - In this section the society which is divided, amalgamated or merged shall be referred to as Transferor society and the societies which are formed out of any division amalgamation or merger under this section shall be referred to as "Transferee" society or societies.(b)A scheme referred to in sub-section (3)(a) in respect of division, amalgamation or merger may provide for all or any of the following matters, namely :(i)The transfer of the business, properties movable or immovable, assets including cash balance and reserve fund, rights privileges, liabilities debts and obligations of the transferor society or societies to the Transferee society or societies on such terms and conditions as may be specified in the said scheme;(ii)The reduction of interest or rights which the members, depositors and other creditors have in or against the transferor society or societies before division amalgamation or merger to such extent as the Registrar considers necessary in the public interest or in the interest of the members depositors and other creditors for the maintenance of the business of such society or societies having due regard to the assets and liabilities of the transferor society or societies;(iii)The payment in cash or otherwise to the depositors and other creditors in full satisfaction of their claims-(a)in respect of their interests or rights in or against the transferor society or societies before or after division, merger or amalgamation, or(b)where the interests or rights as aforesaid, in or against the transferor society or societies has or have been reduced under Clause (ii), in respect of such interest or rights as so reduced;(iv)(a)The allotment of shares in the transferee society to the members of the transferor society against the shares held by them in the transferor society or societies, before the division, amalgamation or merger; or(b)where it is not possible to allot shares in the transferee society or societies to such members against the shares held by them in the transferor society or societies;the payment to such members in cash in full satisfaction of their claims in respect of their interest in the shares of the transferor society or societies or where such interest has been reduced under Clause (ii), in respect of their interest in the shares as so reduced :Provided that the aforesaid scheme shall secure-(i)that allotment of shares or payment in cash in favour of the members of the transferor society or societies under the clause shall not be made until all the depositors and creditors of the transferor society or societies have been paid under sub-clause (a) of this clause or, as the case may be, under sub-clause (b) of Clause (iii); and(ii)that such allotment of shares or payment in cash in favour of the members of the transferor society or societies shall be made only out of the surplus of the assets of the transferor society or societies, if any, that may be left after payment to the depositors and the creditors as indicated in sub-clause (i);(iii)the continuance of the service of all or any of the employees of the transferor society or societies in the transferee society or societies on such terms and conditions of service as may be determined in this behalf:Provided that, if any employee is found to be ineligible for continuance in service of the transferee society under the terms and conditions of the scheme, the services of such employee shall stand terminated on or from the date on which the division, amalgamation or merger takes effect and the transferee society shall within three months of the aforesaid date, make payment to such employee such compensation as such employee may be entitled under any law relating to industrial dispute in force in the State and pension gratuity provident fund and other retirement benefits as are ordinarily admissible to him under the rules of the transferor society in force immediately before the division, amalgamation or merger.(iv)The scheme for the division shall provide division of the assets and liabilities, the area of operation the employees and the member of such society among the new societies into which such society is to be divided.(c)(i)No order referred to in sub-section (a) shall be made unless a copy of the proposed order including the scheme is sent to the societies affected calling upon them to invite objection or suggestions from the members, creditors, and suggestions together with their own suggestions and objections, if any, to the Registrar within thirty days from the date of receipt of the copy of the proposed order by such societies.(ii)The Registrar shall consider the suggestions and objections which may be received under (i) above within the period referred to therein and may make such modifications in the proposed order including the scheme as he thinks just and fit and finalise the proposed order including the scheme in accordance with the Stale Government:Provided that such order shall not be passed without the prior approval of the Reserve Bank of India in case of any society, coming under the purview of the Banking Regulation Act, 1949 (as applicable to co-operative Societies) (Central Act No. 10 of 1949).(d)An order referred to in Clause (a) may contain such incidental, consequential and supplemental provisions as the Registrar in consultation with the State Government may consider necessary to give effect to the proposed division amalgamation or merger and shall have effect on and from such date as may be specified in the final order referred to in sub-clause (ii) of Clause (c).(e)On and from the date from which the division amalgamation, or merger takes effect, the assets and liabilities of the societies referred to therein shall stand divided, amalgamated or merged with the assets and liabilities of the societies formed out of such division or amalgamation or merger and the members, creditors and debtors of such societies shall be deemed to be members, creditors and debtors, as the case may be, of the new society or societies as ordered by the Registrar.(f)(i)Notwithstanding anything contained in this Act, the Registrar shall register all new societies created after division of an existing society under this Act and such registration shall be effective from the date on which the division takes effect and the registration of the society ordered to be divided shall be deemed to have been cancelled from the said date and such registration and cancellation shall be effective from the date on which the division takes effect notwithstanding the actual registration is done later on.(ii)In case of the society directed to amalgamate or merge, the registration of the transferor society or societies shall be deemed to have been cancelled from the date on which the amalgamation or merger takes effect.(g)The provisions of this section shall have effect notwithstanding anything to the contrary elsewhere in this Act or in any other law or agreement award or other instrument for the time being in force.(h)(i)Notwithstanding anything contained in the Transfer of Property Act, 1882, or the Registration Act, 1908, an order issued under this section shall be sufficient conveyance to divide or to transfer the assets and liabilities of the society or societies covered by any order passed under sub-clause (ii) of Clause (c).(ii)Notwithstanding anything contained in any other law for the time being in force no civil Court shall exercise any jurisdiction in respect of any action taken or order passed under this section and nothing done or order passed in exercise of any power under this section shall be called in question in any such Court.
