(1) Any corporation may, with the approval of the Registrar by a special resolution resolve to divide itself into two or more corporations or to amalgamate with any other corporation as a single body provided that each member has fifteen clear days‟ written notice of the proposals contained in the resolution.
(2) The resolution referred to in sub-section (1) shall contain proposals for the amalgamation or as the case may be, of division of assets and liabilities of the corporation and specify the members who will constitute the amalgamated corporation or as the case may be, the new corporation.
(3) Any corporation may by a special resolution passed in accordance with sub-section (1) transfer its assets and liabilities to any other corporation which is prepared to accept them :
Provided that where any such amalgamation, division or transfer of assets or liabilities involves the transfer of its liabilities by any corporation to any other corporation, three months‟ notice to the creditors of both or all such corporations shall be given before such resolution is passed :
12 The Maharashtra Non-Trading Corporation Act [1959 : XXVI
Provided further that if any creditor of any of the corporations concerned objects to the amalgamation, division or transfer of assets and liabilities one month before the date fixed for the amalgamation, division or transfer, the amalgamation, division, or transfer shall not be made until the dues of such creditor have been satisfied.
(4) Notwithstanding anything contained in the Transfer of Property Act, 1882 (IV of 1882), or the Indian Registration Act, 1908 (XVI of 1908), the registration of the memorandum or articles of an amalgamated corporation or new corporations in pursuance of the special resolution passed under sub-section (3) shall be a sufficient conveyance to vest the assets and liabilities of the amalgamating corporations or the original corporation in the amalgamated corporation or the new corporations respectively.
CHAPTER III MANAGEMENT AND ADMINISTRATION