NCLT approves merger scheme of Suzuki Motor Gujarat with Maruti Suzuki

Noting that it is in the interest of both petitioner firms, their shareholders, creditors, employees, and all concerned, the tribunal said there appears to be no impediment in sanctioning the scheme

The National Company Law Tribunal (NCLT) has approved the scheme of amalgamation, in which Suzuki Motor Gujarat is being merged with its parent entity, Maruti Suzuki India, the country's largest carmaker.

A two-member bench of the Delhi-based Principal bench of NCLT has approved the joint petition filed by Suzuki Motor Gujarat Pvt Ltd (Transferor Company) and Maruti Suzuki India Ltd (Transferee Company) and proposed the appointed date for the scheme of amalgamation on April 1, 2025.

Noting that the scheme is in the interest of both petitioner companies, their shareholders, creditors, employees, and all concerned, the tribunal said there appears to be no impediment in sanctioning the present scheme.

 

It further observed that the Income Tax Department, which includes their Northern Region and Northwestern Region and the Official Liquidator, Ahmedabad, have filed their no further objections before this tribunal pertaining to the scheme being considered.

Moreover, other statutory authorities such as the RBI, Sebi, BSE and NSE have neither appeared nor filed any observations/objections, and the 30-day period mentioned in the order dated July 31, 2025, has expired, the NCLT said, assuming that they have no observations/objections to the scheme of merger of Suzuki Motor Gujarat and Maruti Suzuki India.

"In light of the foregoing facts and discussion, particularly the positions taken by the relevant authorities, and upon considering the approval granted by the members and creditors of all the petitioner companies to the proposed scheme, there appears to be no impediment to sanctioning the scheme, subject to the conditions stipulated hereinbelow.

"Accordingly, the Scheme of Merger by Amalgamation proposed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013, is hereby sanctioned," said the order passed by the NCLT bench, comprising president Ramlingam Sudhakar and Ravindra Chaturvedi, Member.

It further said the sanctioned Scheme of 'Merger by Amalgamation' shall be binding on the transferor and transferee companies and their respective shareholders and creditors.

The NCLT order said upon the coming into effect of this scheme, the transferor company (Suzuki Motor Gujarat) "shall stand dissolved without the necessity of following the winding-up process, upon filing a certified copy of this tribunal's order with the Registrar of Companies".

The 59-page-long order further said the transferor company shall surrender its GSTN and PAN to the concerned authorities.

A joint petition was filed by Suzuki Motor Gujarat and Maruti Suzuki India, seeking approval for the scheme before the Ahmedabad and Delhi benches of the NCLT. Later, it was transferred to the Principal Bench, New Delhi.

While entailing the benefits of the scheme, in their joint petition, Suzuki Motor Gujarat and Maruti Suzuki India submitted that consolidation of their businesses will result in focused growth, operational efficiencies and enhance business synergies.

It will also lead to the simplification of group structure by eliminating multiple companies in the same business, improve agility to enable quick decision-making in the transferee company's operations and align the direction of each business unit towards common goals.

"The amalgamation would eliminate administrative duplications, consequently reducing administrative costs of maintaining separate entities; enable sharing of best practices, cross-functional learnings and utilisation of facilities in an efficient manner and help in improving various performance indicators, such as HPV (Hours per vehicle), direct pass rate, etc. for manufacturing; and the financial, managerial, technical resources, personnel capabilities, skills and expertise of the transferor company pooled in the transferee company, will lead to rationalisation of cost, thereby maximising shareholders' value," they said.

They have also proposed that all employees of the transferor company (Suzuki Motor Gujarat), who are on its payroll immediately before the effective date, shall become employees of the transferee company (Maruti Suzuki India) on and from the effective date.

The NCLT had passed the first motion order on June 10, 2025, which granted permission to dispense with certain meetings of shareholders and creditors, and allowed for the subsequent second motion process to seek the final sanctioning of the scheme.

Suzuki Motor Corporation, Japan, holds 58.28 per cent of the paid-up share capital of the transferee company Maruti Suzuki India as of March 31, 2025.