Section 15 in The Assam Co-operative Societies Act, 1949
15. Division and amalgamation of societies.
(1)(i)Any registered society may, at a meeting of its General Assembly specially called for the purpose resolve to divide into two or more societies. At least fifteen clear days notice of such meeting with the agenda shall be given to its members together with a copy of the proposed resolution.(ii)Such a resolution shall contain the proposal as to how to divide the assets and liabilities of the society among the newly proposed societies their areas of operation and the members who will constitute each of the newly proposed societies with draft new bye-laws.(iii)A copy of the resolution shall be sent to the Registrar within thirty days of its adoption and subject to the Registrar's non-interference within thirty days of the dispatch to him of the resolution the resolution shall be circulated among the members and creditors of the society.(iv)Notwithstanding any bye-laws to the contrary, any member of the society, and notwithstanding any agreement to the contrary, any creditor of the society may, by notice given to the society within thirty days of the receipt of the resolution intimate in case of a member his intention not to become a member of any of the societies and in case of creditor his intention to demand a return of the amount due to him.(v)After the expiry of ninety days from the passing of the aforesaid resolution a meeting of the General Assembly shall be convened for finally deciding the resolution. At least fifteen clear days notice with the agenda of the meeting shall be given to all members of the society.(vi)If the General Assembly decides by a three-fourth majority finally to divide the society and if the Registrar approves of the decision, the members, who will constitute each of the newly proposed societies subscribing to the new draft bye-laws shall apply to the Registrar under Section 10 for registration of the new societies and the Registrar shall register the societies under Section 11.(vii)The Registrar shall not register the new societies if the application for registration is not accompanied by a certificate or re-payment of share capital to members and certificate of satisfaction of claims to creditors referred to in Clause (iv).(viii)From the date on which the new societies are registered under Clause (vi) the registration of the old society shall be deemed to have been cancelled.(ix)The registration of the new societies shall be a sufficient conveyance to vest the assets and liabilities of the original society according to the aforesaid resolution in the new societies.(2)(i)Two or more registers societies may, at a meeting of their respective General Assemblies specially convened for the purpose, by giving at least fifteen clear days notice to the respective members of the societies, resolve to amalgamate into one society by adopting common bye-laws.(ii)A copy of such resolution of each society shall be circulated forthwith among all members and creditors thereof.(iii)Notwithstanding any bye-laws to the contrary, any member of any such societies and, notwithstanding any agreement to the contrary, any creditor of any such societies, may within a period of thirty days from the receipt of the aforesaid resolution, intimate his intention not to become a member of the new society, in the case of a member, and to demand a return of the amount due to him, in the case of a creditor. .(iv)After the expiry of ninety days from the date of the aforesaid resolution a joint meeting of the members of such societies shall be convened to decide finally the aforesaid resolution.(v)At least fifteen clear days notice shall be given to all the members of the societies. If at such meeting the aforesaid resolution is confirmed by a majority of three fourths of the members of each society present and the common bye-laws are accepted with or without any alterations, the Registrar shall be moved by an application under Section 10 for registration and he shall register the new society under Section 11 if he approves.(vi)The Registrar shall not register the new society if the application for registration is not accompanied by a certificate of repayment of share capital to members and a certificate of satisfaction of claims of creditors referred to in Clause (iii).(vii)From the date on which the new society is registered the registration of the old societies shall be deemed to have been cancelled.(viii)The registration of the new society shall be a sufficient conveyance to vest in it all the assets and liabilities of the original societies.(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.
