(1) A society may, by a resolution passed by two-thirds majority of the members present and voting at a special general meeting held for the purpose, decide— -11-
(a) to amalgamate with another society;
(b) to transfer its assets and liabilities, in whole or in part, to any other society;
(c) to divide itself into two or more societies, or
(d) to convert itself into another class of society.
(2) Such decision shall take effect after the approval of the Registrar who shall pass the necessary order to that effect.
(3) When such amalgamation, transfer, division or conversion as aforesaid involves a transfer of the liabilities of a society to any other society, no order on the resolution shall be passed by the Registrar, unless he is satisfied that—
(i) the society, after passing such resolution, has given notice thereof in such manner as may be prescribed to all its members, creditors and other persons whose interests are likely to be affected (hereinafter in this section referred to as “other interested persons”), giving them the option, to be exercised within one month from the date of such notice, of becoming members of any of the new societies, or continuing their membership in the amalgamated or converted society, or demanding payment of their share or interest or dues, as the case may be;
(ii) all the members and creditors and other interested persons have assented to the decision, or deemed to have assented thereto by virtue of any member or creditor or any other interested person failing to exercise his option within the period specified in clause (i) aforesaid; and
(iii) all claims of members and. creditors and other interested persons, who exercise the option within the period specified have been met in full or otherwise satisfied.
(4) Notwithstanding anything contained in the Transfer of Property Act, 1882 (IV of 1882) or the Registration Act, 1908 (XVI of 1908), in the event of division or conversion, the registration of the new societies or, as the case may be, of the converted society, and in the event of amalgamation, the resolution of the societies concerned with amalgamation, shall, in each case, be sufficient conveyance to vest the assets and liabilities of the original society or amalgamating societies in the new societies or converted or amalgamated society, as the case may be.
30[(4A) Where any society is found to be degenerating in it’s operation and the share value of such society has come down below it’s face value as on the last day of the year immediately preceding it’s revaluation, the Registrar may, in the interest of members, suomotu, direct the society to,—
(a) amalgamate with another society;
(b) transfer it’s assets and liabilities, in whole or in part, to any other society;
(c) divide itself into two or more societies; or
(d) convert itself into another class of society.
In case the society fails to complete the process of amalgamation, transfer, division or conversion, as the case may be, within 45 days from the date of such direction, the Registrar shall order the amalgamation, transfer, division or conversion, as the case may be, of such degenerating society. All claims of members, creditors and other interested persons of such society as on the date of such order shall stand transferred to the society with which such -12- degenerating society may have been amalgamated, or to the society to whom assets and liabilities have been transferred or to the society formed after division or conversion, as the case may be].
(5) The amalgamation of societies, or division or conversion of a society shall not affect any rights or obligation of the societies so amalgamated, or society so divided or converted, or render defective any legal proceedings which might have been continued or commenced by or against the societies which have been amalgamated, or divided or converted; and accordingly, such legal proceedings may be continued or commenced by or against the amalgamated society or as the case may be the converted society, or the new societies.
(6) Where two or more societies have been amalgamated or a society has been divided or converted, the registration of such societies or society shall be cancelled on the date of registration of the amalgamated society, or the converted society, or the new societies between which the society may have been divided.