The National Company Law Tribunal (NCLT), New Delhi, has officially approved the Scheme of Amalgamation involving the merger of Spoton Logistics Private Limited and Spoton Supply Chain Solutions Private Limited into Delhivery Limited. The Appointed Date for this corporate restructuring is set as April 1, 2025. This strategic move aims to streamline the corporate structure, enhance operational efficiency, and optimize resource utilization across the group entities.
NCLT Sanctions Scheme of Amalgamation
Delhivery Limited announced on March 21, 2026, that the Hon’ble National Company Law Tribunal (NCLT), New Delhi, has approved the Scheme of Amalgamation. This scheme facilitates the merger of two ‘Transferor Companies’—Spoton Logistics Private Limited and Spoton Supply Chain Solutions Private Limited—into the ‘Transferee Company,’ which is Delhivery Limited.
Key Dates and Structural Changes
The Tribunal’s order, dated March 20, 2026, confirms the merger’s operational parameters. The crucial Appointed Date for the scheme is stipulated as April 1, 2025. Upon the effective date, the entire business, property, assets, and liabilities of the Transferor Companies will vest in Delhivery, and the Transferor Companies shall stand dissolved without winding up.
Rationale for Consolidation
The primary drivers justifying this amalgamation include:
- Streamlining Structure: Reducing the total number of legal entities involved in the business operations.
- Efficiency and Control: Ensuring focused management in a single entity to enhance efficiency and control.
- Cost Optimization: Achieving greater economies of scale and reducing or avoiding duplication of overheads and administrative costs.
- Resource Utilization: Enabling efficient and optimal utilization of the combined cash resources of all involved entities.
Consideration and Capital Implications
As the entire share capital of both Transferor Companies is held directly/indirectly by the Transferee Company, no consideration will be discharged to the shareholders of the merging entities. Consequently, the investments in the shares of the Transferor Companies appearing in the books of Delhivery shall stand cancelled without any further act.
Furthermore, the scheme involves an integral part concerning Capital Reduction. Any loss/deficit arising to Delhivery will be reduced from the Capital Reserve, including the Securities Premium Account, in the books of the Transferee Company. The Tribunal order itself acts as the necessary approval under Section 66 for this capital reduction.
Procedural Directives
The Tribunal has issued several directives for the completion of the process:
- The Petitioner Companies must deliver a certified copy of the NCLT order to the Registrar of Companies within thirty days of receipt for registration.
- Upon registration, the Transferor Companies shall stand dissolved, and their files will be consolidated with Delhivery’s records.
- Delhivery must file a compliance statement annually in Form CAA 8 with the Registrar of Companies for 210 days following the end of each financial year until full implementation.
The Tribunal noted that statutory clearances, including responses to the Income Tax Department and Registrar of Companies, have been addressed, affirming that the process protects the interests of all stakeholders.
Source: BSE
