(1) A Society may, 2[ x x x ] by a resolution passed by a majority of the members present and voting at a general meeting of the Society–
(a) transfer its assets and liabilities in whole or in part to any other Society which is prepared to accept them; or
(b) divide itself into two or more Societies.
(2) Any two or more Societies may, 2[ x x x] by a resolution passed by a majority of the members present at an ordinary general meeting of each such Society specially convened for the purpose of which at least seven days clear notice has been given to each member and subject to the other condition of this section amalgamate into a single Co-operative Society.
(3) 3[ x x x ]
(4) The resolution of a Society under Sub-Section (1) or Sub-Section (2) 3[ x x x ] shall contain all particulars of the transfer, division or amalgamation as the case may be.
(5) When a Society has passed any such resolution under Sub-Section
(1) or Sub-Section (2) 3[ x x x ], the Society concerned shall give notice thereof in writing in the prescribed manner to all its members and creditors and, notwithstanding any bye-laws or contract to the contrary, any member or creditor shall, during the period of one month from the date of issue of the notice, have the option of withdrawing his shares, deposits or loans, as the case may be.
(6) Any member or creditor who does not exercise his option within the period specified in Sub-Section (5) shall be deemed to have assented to the proposals contained in the resolution 3[ x x x ].
1. Inserted by Orissa Act 5 of 1970, dated 05.03.1970.
2. Omitted by Orissa Act 28 of 1991, dated 31.12.1991, w.e.f. 01.05.1993.
3. Omitted by Orissa Act 19 of 1983, dated 11.10.1983.
(b) such incidental, consequential and supplemental matters as may, in the opinion of the Registrar, be necessary to give effect to the re-organisation or amalgamation of the Society or Societies.
(3) No order under Sub-Section (1) shall be made unless the Registrar–
(a) has given every Society concerned an opportunity of stating its objections and suggestions on the order proposed to be made;
and
(b) has considered the objections and suggestions so made by every such Society, or its members, depositors, creditors, employees, or any other persons concerned, within such period, not being less than fifteen days from the date of receipt of the proposed order, as the Registrar may fix in that behalf.
(4) An order issued under Sub-Section (1) shall, notwithstanding anything contained in this Act, or in any other law or in any contract, award or instruments for the time being in force, be binding on all Societies and their members, depositors, creditors, employees and other persons having any rights, assets or liabilities in relation to all or any of the concerned Societies.
(5) On and from the date the re-organisation or the amalgamation takes effect, the assets and liabilities referred to therein shall stand re-organised or amalgamated, as the case may be, with the assets and liabilities of the resulting Society or Societies formed out of such re-organisation or amalgamation and the members, creditors and debtors of such Society or Societies shall be deemed to be members, creditors and debtors, as the case may be, of such resulting Society or Societies as ordered by the Registrar.
(6) In case of the Society or Societies directed to be re-organised or amalgamated, the registration of the re-organised or merged Society or societies, as the case may be, shall be deemed to be cancelled from the date on which the re-organisation or amalgamation takes effect.
(7) Notwithstanding anything contained in the Transfer of Property Act, 1882 (4 of 1882) or the Registration Act, 1908 (16 of 1908), an order issued under this section shall be sufficient conveyance to transfer the assets and liabilities of the Society or Societies covered by any order passed under Sub- Section (1).]
1[14-B. Special provision in respect of certain sick Societies :– 2[(1) (a) Subject to the provisions of Section 123, and notwithstanding anything to the contrary contained in any other provisions of this Act and the Rules or Bye-laws framed thereunder, or any other law, for the time being in force, where the Registrar, for reasons to be recorded, is of the opinion that a Cooperative Society in which majority of the shares have been subscribed or liabilities by way of guarantee for borrowing exceeding fifty percentum of the working capital of the Society have been undertaken by the State Government;
1. Inserted by Orissa Act 1 of 1995, dated 11.01.1995.
2. Substituted by Orissa Act 7 of 1997, dated 23.07.1997.
on the date of the transfer, is increased and make payments due, if any, under the settlement, to the Society or any such persons.]
(2) An order issued under Sub-Section (1) shall, notwithstanding anything contained in this Act, the Rules or Bye-laws framed thereunder, or in any other law or in any contract, award or instrument for the time being in force, be binding on all members, depositors, creditors, employees of the Society and other persons concerned having any right, assets or liabilities in relation to the Society.
(3) The order under Sub-Section (1) may provide for :–
(a) reduction of the interest or right which the members, depositors, creditors, employees and other persons concerned may have in or against the Society, to such extent as the Registrar considers necessary, having due regard to the proportion of the assets of the Society to its liabilities; and
(b) such incidental, consequential and supplemental matters as may in the opinion of the Registrar, be necessary to give effect to the said transfer.
1[(4) For the purpose of this section, at any stage of proceeding thereunder, it shall be competent for the State Government to give such directions to the Registrar, as it may deem proper in the facts and circumstances of every case, and such directive shall be binding on the Registrar.]
2[(5) Notwithstanding anything contained in the Transfer of Property Act, 1882 (4 of 1882) or the Registration Act, 1908, (16 of 1908) an order issued under this Section shall be sufficient conveyance to transfer the assets and liabilities of the Society.]
1[Explanation :– For the purposes of this section,–
(i) 'Company' shall mean a company as defined in the Companies Act, 1956 (1 of 1956);
(ii) 'Sickness' in respect of a Society shall ordinarily mean non-viability, and may bear such other meaning as assigned to it under Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986) or any other law in force; and
(iii) 'Transfer' shall include transfer by way of management contracts, lease or any other mode.]