Pranav B Prem

The National Company Law Tribunal (NCLT), Bengaluru Bench, has approved the scheme of amalgamation between Amazon Transportation Services Private Limited and Amazon Seller Services Private Limited, thereby sanctioning the merger of Amazon India’s logistics arm into its marketplace entity. The tribunal held that the scheme complied with the requirements of Sections 230 to 232 of the Companies Act, 2013, and that there was no legal impediment to its approval.

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The Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada passed the final order on December 15, 2025, while allowing the second motion petition filed for sanction of the scheme. Amazon Transportation Services Private Limited, which operates Amazon’s delivery and logistics network in India, was the transferor company, while Amazon Seller Services Private Limited, which runs the Amazon marketplace in India, was the transferee company. Both entities are wholly owned subsidiaries of Amazon Corporate Holdings Private Limited and are under common control.

Under the approved scheme, equity shareholders of Amazon Transportation Services will receive shares in Amazon Seller Services. The share exchange ratio approved by the tribunal provides that for every 10 fully paid-up equity shares held in Amazon Transportation Services, shareholders will be allotted 38 equity shares of Amazon Seller Services. The tribunal noted that the share exchange ratio was supported by a valuation report and had been accepted by the stakeholders.

The merger had received overwhelming stakeholder approval at an early stage. In its first motion order dated February 5, 2025, the NCLT had dispensed with the requirement of convening meetings of equity shareholders after recording that 100% of them had consented to the scheme. Since there were no secured creditors in either company, no meetings were required on that front. Meetings of unsecured creditors of both companies were held, and the scheme was approved by the requisite statutory majority.

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During the second motion proceedings, the tribunal considered reports and observations submitted by various statutory and regulatory authorities, including the Registrar of Companies, the Regional Director, the Official Liquidator, the Income Tax Department, and the Reserve Bank of India. The authorities raised observations relating to statutory dues, accounting treatment, stamp duty, protection of employees’ interests, foreign exchange compliance, and other regulatory requirements. The petitioner companies furnished undertakings to address each of these concerns, including undertakings to clear statutory and MSME dues, comply with FEMA and RBI regulations, pay applicable stamp duty, and preserve statutory records. The tribunal recorded that the concerned departments were satisfied with the explanations and undertakings given.

One of the key issues considered by the NCLT related to the “appointed date” mentioned in the scheme. The companies had initially proposed April 1, 2023, as the appointed date. However, noting that both companies had already filed audited financial statements for the year ending March 31, 2024, the tribunal held that the earlier date required correction. Accordingly, while approving the scheme, the NCLT revised the appointed date to April 1, 2024, observing that this correction was necessary in view of regulatory observations and applicable MCA circulars.

The tribunal also specifically addressed the protection of employees’ interests under the scheme. It recorded that all employees of Amazon Transportation Services would stand transferred to Amazon Seller Services from the effective date of the merger “without any interruption of service and on terms and conditions not less favourable” than those applicable earlier. The NCLT accepted the undertaking that the merger would not adversely affect employee benefits or continuity of service.

With effect from the appointed date, all assets, liabilities, contracts, legal proceedings, and obligations of Amazon Transportation Services will stand transferred to and vest in Amazon Seller Services. The tribunal clarified that all pending legal and tax proceedings involving the transferor company would continue against the transferee company in accordance with law.

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Approving the scheme, the NCLT held that there remained no impediment to the merger after the petitioner companies addressed the concerns raised by statutory authorities. Consequently, the scheme of amalgamation was declared binding on all shareholders and creditors of both companies. With the scheme taking effect, Amazon Transportation Services Private Limited will stand dissolved without being wound up.

Appearance

For Petitioner: Advocates Anind Thomas, Prerna Ponnappa, and Bharat Apte

Cause Title: Amazon Transportation Services Private Limited And Amazon Seller Services Private Limited

Case No: C.P. (CAA) No. 19/BB/2025

Coram: Judicial Member Sunil Kumar Aggarwal, Technical Member Radhakrishna Sreepada