39 Voting rights of members of co-operative company (1 ) Subject to subsection (2), every member of a co-operative company shall have at least one vote in respect of the conduct of the affairs of the co-operative company but, save in the case where the membership of the cooperative company is less than one hundred members or is restricted solely to other co -operative companies, no member may exercise more than one per centum of the total votes in respect of the conduct of the affairs of the co-operative company which are accorded to all the members thereof: Provided that— (i) the articles of a co-operative company may provide that votes shall be accorded to the members thereof in relation to their shareholding in the co-operative company or their transactions with the co -operative company during a specified period or to both such factors but in no case shall a member be entitled to be accorded more than six votes in respect of either such factor or twelve votes in respect of both; (ii) if a co-operative company has been permitted by the Minister, in terms of section forty-one to form a subsidiary co -operative company or to acquire another co-operative company as its subsidiary the firstmentioned co-operative company shall be entitled to exercise in respect of the conduct of the affairs of the subsidiary such number or percentage of the total votes accorded to all members of the subsidiary which does not exceed such number or percentage as may be specified by the Minister from time to time; (iii) in the case of a co-operative company, where the membership is less than one hundred members and is not restricted solely to other co-operative companies, no member thereof shall have more than one vote in the co nduct of the affairs of the co-operative company unless provision has been made in the articles of the co-operative company as envisaged by proviso (i). (2 ) The holder of a preference share in a co-operative company shall have no vote in respect of the conduct of the affairs of the co-operative company: Provided that the articles of the co-operative company may provide that such a holder may have a vote, subject to the provisions of subsection (1), in respect of matters affecting the rights of any such holder of any such preference shares or the dissolution of the co -operative company. 40 Application of surplus assets on liquidation of co-operative company If in any winding up of a co-operative company after the application of the assets thereof in terms of section two hundred and ninety-one, there remains any surplus of assets the liquidator shall distribute such surplus, including the capital reserve and any other reserves of the co-operative company, in the following order— (a ) amongst the holders of the preference shares of the co-operative company which are preferent as to capital, if any, in repayment of the amounts paid up by them on such preference shares; (b ) amongst the holders of shares of the co-operative company, not referred to in paragraph (a), in repayment of the amounts paid up by them on such shares; (c) if the articles of the co-operative company so provide, in payment to the holders of the preference shares of the co-operative company, if any, of a dividend, which shall not in any case exceed a rate of ten per centum per annum on the amounts paid up thereon, for any period for which no disposal of profits was made; (d ) if the articles of the co-operative company so provide, in payment to the holders of the ordinary shares of the co-operative company of a dividend, which shall not in any case exceed a rate of ten per centum per annum on the amounts paid up thereon, for any period for which no disposal of profits was made; (e) any remaining surplus shall be paid to existing members in proportion to the number of ordinary shares in the co-operative company held by each of them multiplied by the number of completed months which has elapsed since— (i) the date of the issue of such shares; or (ii) the date of registration of such shares in the name of the present holders; whichever of such cases may be provided for in relation to any particular circumstances in the articles of the co-operative: Provided that, where there are different amounts paid up on the shares in question, the proportion payable shall be adjusted accordingly. 41 Subsidiary co-operative company A co-operative company may, with the permission of the Minister, and subject to such conditions as he may from time to time impose, form one or more subsidiary co-operative companies or acquire one or more co operative companies as its subsidiary co-operative companies. 42 Special method for reduction of share capital Notwithstanding, but without derogation from, this Act a share in a co-operative company may be cancelled and the amount paid up thereon refunded in such circumstances relating to the termination of membership or otherwise as are authorized in its articles: Provided that no such cancellation of a share or refund of the amount paid up thereon shall—