NCLT Bengaluru Sanctions Merger of Amazon India's Logistics Arm With Marketplace Unit

The National Company Law Tribunal (NCLT) at Bengaluru has approved the merger of Amazon Transportation Services Private Limited into Amazon Seller Services Private Limited, Amazon's marketplace arm in India consolidating of its logistics and marketplace operations . A Bench of Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada passed the final order on December 15, 2025. The tribunal held that the scheme complied with Sections 230 to 232 of the Companies Act. Amazon Transportation Services operates Amazon's delivery and logistics network in India. Amazon Seller Services runs the Amazon marketplace. Both companies 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 of Amazon Seller Services. For every 10 equity shares held in Amazon Transportation Services, shareholders will receive 38 equity shares of Amazon Seller ServicesThe tribunal noted that the merger had already received overwhelming stakeholder approval. In its first motion order dated February 5, 2025, the NCLT had dispensed with the requirement of holding meetings for equity shareholders after recording that 100% of them consented to the merger scheme. Meetings were held to secure the consent of unsecured creditors. There were no secured creditors in either company . During the second motion hearing, the tribunal considered reports from the Registrar of Companies, the Regional Director, the Official Liquidator, the Income Tax Department and the Reserve Bank of India. The authorities had raised several observations relating to statutory dues, accounting treatment, stamp duty, employee protection and regulatory compliance, However, the companies gave undertakings to address each concern, which the tribunal accepted . Subsequently, the NCLT approved the scheme with a revised appointed date of April 1, 2024, holding that the earlier proposed date required correction in view of the companies having already filed audited financial statements for the year ending March 31, 2024 . From the appointed date, all assets, liabilities, contracts, legal proceedings and employees of Amazon Transportation Services will stand transferred to Amazon Seller Services. The tribunal clarified that employees will be absorbed “without any interruption of service and on terms not less favourable” than those applicable earlier . With the scheme taking effect, Amazon Transportation Services Private Limited will stand dissolved Case Title: Amazon Transportation Services Private Limited And Amazon Seller Services Private Limited Case Number: C.P. (CAA) No. 19/BB/2025 For Petitioner: Advocates Anind Thomas, Prerna Ponnappa, and Bharat Apte Click Here To Read/Download Order

NCLT Bengaluru Sanctions Merger of Amazon India's Logistics Arm With Marketplace Unit

Shivangi Bhardwaj

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