NCLT approves Scan Projects merger with Chanderpur Industries
NCLT Chandigarh Bench approves the first motion for the merger of Chanderpur Industries Private Limited into Scan Projects Limited. A shareholder meeting for Scan Projects Limited is mandated with a 3:1 share exchange ratio, while meetings for other stakeholders are dispensed with due to 100% consent.
*this image is generated using AI for illustrative purposes only.
The National Company Law Tribunal (NCLT), Chandigarh Bench, has passed an order dated May 21, 2026, approving the first motion application for the proposed scheme of amalgamation between Chanderpur Industries Private Limited and Scan Projects Limited . The order allows the merger of the transferor company, Chanderpur Industries Private Limited, with and into the transferee company, Scan Projects Limited, subject to the approval of the latter's equity shareholders.
The tribunal has directed that a meeting of the equity shareholders of Scan Projects Limited be convened in a hybrid mode, incorporating physical presence and video conferencing. The specific date, time, and venue for this meeting will be decided by the company in consultation with the appointed Chairperson. Ms. Kannopriya Gupta has been appointed as the Chairperson with a remuneration of ₹1,00,000 plus applicable taxes, while Sh. Gurvinder Singh Sarin has been appointed as the Scrutiniser with a remuneration of ₹75,000 plus applicable taxes.
As per the scheme details, the appointed date for the amalgamation is April 1, 2026. Upon the scheme becoming effective, shareholders of Chanderpur Industries Private Limited will receive three equity shares of Scan Projects Limited for every one equity share held. This share exchange ratio was determined based on a Joint Valuation Report dated September 18, 2025, and a Joint Fairness Opinion issued by Master Capital Services Limited.
The NCLT has dispensed with the requirement to convene meetings for the equity shareholders of the transferor company, as well as the secured and unsecured creditors of both the transferor and transferee companies. This decision was based on the submission of written consent affidavits representing 100% of the value and number of these stakeholders. The transferee company is required to issue and dispatch notices to equity shareholders at least one month before the date of the meeting.
Share Capital Structure
As of December 31, 2025, the share capital structures of the involved entities were as follows:
| Particulars | Chanderpur Industries Pvt Ltd | Scan Projects Ltd |
|---|---|---|
| Authorised Share Capital | ||
| Equity Shares of Rs. 10/- each | 60,00,000 | 60,00,000 |
| Total Amount (Rs.) | 6,00,00,000 | 6,00,00,000 |
| Issued, Subscribed and Paid-Up Share Capital | ||
| Equity Shares of Rs. 10/- each | 11,30,000 | 28,73,300 |
| Total Amount (Rs.) | 1,13,00,000 | 2,87,33,000 |
The order, bearing reference CA(CAA) No. 7/Chd/Hry/2026, was delivered by the Judicial Member Sh. Khetrabasi Biswal and Technical Member Sh. Shishir Agarwal. The tribunal has granted liberty to the applicant companies to file the second motion petition after the shareholder meeting has been convened and its results placed on record.
Historical Stock Returns for Scan Projects
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +4.64% | +6.70% | +1.72% | +58.75% | +107.27% | +3,993.06% |
How might the 3:1 share exchange ratio impact Scan Projects Limited's stock price and existing shareholders' equity dilution once the amalgamation becomes effective?
What strategic business synergies is Scan Projects Limited expected to unlock by merging with Chanderpur Industries, and how could this reshape its competitive positioning in its sector?
Given that the appointed date is April 1, 2026, and NCLT approval came on May 21, 2026, what are the tax and accounting implications of the retrospective effective date for both entities?
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