Co-operative society to pvt ltd
Rupak Ghosh
(Querist) 16 September 2012
This query is : Resolved
I have following Query Related to Co-operative Society. My humble request to you is to enlighten me.
Is it possible to convert an Engineering Co-operative Society Ltd (registered under West Bengal co-operative society act 1983) to a privet Limited Company?
Or whether it will be a promoter/ director/ share holder of any privet Limited Company? Or can it work jointly with any privet Limited Company?
What will be the right procedure to do that?
ajay sethi
(Expert) 16 September 2012
there is a proceudre prescribed for conversion of inter stae cooperative societes into companies .
581J. Option to inter-State co-operative societies to become Producer Companies.
(1) Notwithstanding anything contained in sub-section (1) of section 581C, any inter-State co-operative society with objects not confined to one State may make an application to the Registrar for registration as Producer Company under this Part.
(2) Every application under sub-section (1) shall be accompanied by-
(a) a copy of the special resolution, of not less than two-third of total members of inter-State co-operative society, for its incorporation as a Producer Company under this Act;
(b) a statement showing-
(i) names and addresses or the occupation of the directors and Chief Executive, if any, by whatever name called, of such co-operative; and
(ii) list of members of such inter-State co-operative society;
(c) a statement indicating that the inter-State co-operative society is engaged in any one or more of the objects specified in section 581B;
(d) a declaration by two or more directors of the inter-State co-operative society certifying that particulars given in clauses (a) to (c) are correct.
(3) When an inter-State co-operative society is registered as a Producer Company, the words "Producer Company Limited" shall form part of its name with any word or expression to show its identity preceding it.
(4) On compliance with the requirements of sub-sections (1) to (3), the Registrar shall, within a period of thirty days of the receipt of application, certify under his hand that the inter-State co-operative society applying for registration is registered and thereby incorporated as a Producer Company under this Part.
(5) A co-operative society formed by producers, by Federation or Union of co-operative societies of producers or co-operatives of producers, registered under any law for the time being in force which has extended its objects outside the State, either directly or through a union or federation of co-operatives of which it is a constituent, as the case may be, and any Federation of Unions of such co-operatives, which has so extended any of its objects or activities outside the State, shall be eligible to make an application under sub-section (1) and to obtain registration as a Producer Company under this Part.
(6) The inter-State co-operative society shall, upon registration under sub-section (1), stand transformed into a Producer Company, and thereafter shall be governed by the provisions of this Part to the exclusion of the law by which it was earlier governed, save insofar as anything done or omitted to be done before its registration as a Producer Company, and notwithstanding anything contained in any other law for the time being in force, no person shall have any claim against the co-operative institution or the company by reason of such conversion or transformation.
(7) Upon registration as a Producer Company, the Registrar of Companies who registers the company shall forthwith intimate the Registrar with whom the erstwhile inter-State co-operative society was earlier registered for appropriate deletion of the society from its register.
ajay sethi
(Expert) 16 September 2012
The Delhi Co-Operative Socities Rule, 1973
Procedure for conversion of a co-operative society Into a different class.
(1) Any co-operative society may, at a meeting of its general body specially called for the purpose, of which at least seven clear days' notice has been given to its members, resolve to convert itself by an amendment of its bye-laws into a co-operative society of a class different from the one to which it belongs. The said resolution (hereinafter In this rule referred to "as the preliminary resolution") shall include the amendments to the bye-laws proposed for adoption by this co-operative society.
(2) (i) A copy of preliminary resolution shall be sent to the members and creditors of the society;
(ii) Any member of the co-operative society may, notwithstanding any bye-laws to the contrary by notice-given to the cooperative society within a period of one month from the date of receipt by him of the preliminary resolution intimate his intention to withdraw his share capital from the co-operative society-.
(iii) Any creditor of the co-operative society may, notwithstanding any agreement to the contrary, by notice given to the cooperative society within the period referred to in clause (ii).. intimate his intention to demand a return of the amount due to him.
(3) After the expiry of two months from the date of dispatch of the preliminary resolution to all the members and creditors of the co-operative society, a meeting of the members of the co-operative society, of which at least fifteen clear days' notice shall be given to its members shall be convened for considering the preliminary resolution. If, at such meeting, the preliminary resolution is confirmed by a resolution passed by a majority of not less than two-thirds of the members present and voting either Without changes or with such changes as, in the opinion of the Registrar, are not material, he may, on receipt of a copy such resolution certified in the manner specified in the rules and subject to the provisions of section 11, register the amendment to the bye-laws adopted by the co-operative society. On such registration the conversion shall be deemed to have taken effect.
The opinion of the Registrar as to whether the changes made in the preliminary resolution are or are not material shall be final.
(4) At the meeting referred to in sub-rule (3) provisions hall be made by another resolution for:-
(i) the repayment of the share capital of the members who have given notice under clause (ii) of sub rule (2), and
(ii) the satisfaction or the claims of all the creditors who have given notice under clause (iii)of sub-rule (2).
Provided that no members or creditor shall be entitled to such repayment or satisfaction until the preliminary resolution is confirmed as provided in sub-rule (3).
(5) If, in the opinion of the Registrar, the provision made for the repayment of the share capital of the members and the satisfaction of the claims of creditors referred to in sub-rule (4) is not satisfactory, the Registrar may refuse to register the amendment to the bye-laws adopted by the co-operative society.
(check for similar provision in WB ciooperative soc rules)
Rupak Ghosh
(Querist) 16 September 2012
thank you sir, Is it same with west bengal co-operative society act 1983?
ajay sethi
(Expert) 16 September 2012
contact a local lawyer in WB . Mr baraman from LCI is from WB . contact him
