Gujarat Co-operative Societies Act, 1961
(1) Subject to the provisions of the rules and the previous sanction of the Register a society may, by resolution passed by two-thirds majority of the members present and voting at a special general meeting held for the purpose, decide— (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; (d) to convert itself into another class of society; or (e) to change its object. (2) Where the amalgamation, transfer, division or conversion referred to in sub-section (1) involves a transfer of the liabilities of society to any other society, the Registrar shall not sanction the resolution of the society unless he is satisfied that— (i) the society, after passing such resolution, has given notice thereof in writing 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 the option, to be exercised within one month from the date of the receipt of such notice, of becoming members of any of the new societies, or continuing their membership in the amalgamated or converted society, or of withdrawing their investments in its shares, their deposits and loans and demanding payment of their other dues, if any, (ii) all the members and creditors and other interested persons, have assented to the decision, or are deemed to have assented thereto by having failed to exercise the option within the period specified, have been met in full. (iii) All claims of members and creditors and other interested persons, who exercise the option within the period specified, have been met in full. (3) Notwithstanding anything contained in the Transfer of Property Act, 1882, or the Indian Registration Act, 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, on the 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. (4) The amalgamation, transfer, division or conversion made under this section shall not affect any right or obligation of the societies so amalgamated, or of the society so divided or converted, or of the transferee, 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, the converted society, the new societies or the transferee, as the case may be. amalgamation of these societies into a single society or, as the case may be, for the re-organization of that society, with such constitution, property rights, interests and authorities, and such liabilities, duties and obligations as may be specified in the order. Such order may also provide for the constitution of the committee of management or any other committees of the new amalgamated, or re-organized society, the persons who shall be, or continue to be, the officers of such society and the period after which such committee or committees may be re-constituted. (2) No order shall be made under this section unless,— (a) a copy of the draft of the proposed order has been sent to the society or each of the societies concerned; (b) the Register has considered suggestions and objections if any received either form the society or from any member or class of members thereof or form any creditor or class of creditors within such period (not being less then one month from the date on which the copy of the order as aforesaid was received by the society) as the Registrar may fix in that behalf, and has, if necessary, modified the same in the light of such suggestions and objections. (3) The order referred in sub-section (1) may contain such incidental, consequential and supplemental provisions as may, in the opinion of the Registrar, be necessary to give effect to the amalgamation or re-organization. (4) Every member of each of the societies so amalgamated, shall be deemed to be a member of the new amalgamated society, and every member of the society so re-organized shall be deemed to be a member of the new re-organized society and all such members shall have all rights, privileges and liabilities of the members of the concerned new societies: Provided that any member of the new society so amalgamated, or re-organized may, within such period and in such manner as may be prescribed, resign his membership of the new society and on such resignation he shall be entitled to withdraw his share and any other dues and interest in the society. (5) (a) On the issue of an order under sub-section (1) in respect of any societies or society, notwithstanding anything contained in any law for the time being in force, all the assets, rights and liabilities of the amalgamating societies, or, as the case may be, the original society which is re-organized shall stand transferred to, and vest in, the new amalgamated society, or, as the case may be, the new re-organized society; (b) the provisions of sub-section (3) and (4) of section 17 and the provisions of section 18 shall apply in relation to the amalgamation or re-organization of the societies under this section as if — (i) the order of amalgamation were a resolution of societies concerned with amalgamation, and (ii) the original society was re-organized under section 17.]