The National Company Law Tribunal (NCLT) has approved the merger of Suzuki Motor Gujarat with its parent entity, Maruti Suzuki India, noting that the scheme of amalgamation is in the interest of both petitioner companies, their shareholders, creditors, employees, and all concerned.
A two-member bench of the Delhi-based Principal bench of NCLT approved the joint petition that was 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.
“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,” said the order passed by the NCLT bench, comprising president Ramlingam Sudhakar and Ravindra Chaturvedi, Member.
“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,” it added.
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.
Also Read: Maruti Suzuki India to meet export target this fiscal: Official
The bench observed that the Income Tax Department, which includes their Northern Region and Northwestern Region and the Official Liquidator, Ahmedabad, had filed their ‘no further objections’ before the tribunal pertaining to the scheme being considered.
Other statutory authorities, such as the RBI, Sebi, BSE and NSE, neither appeared nor filed any observations/objections, and the 30-day period mentioned in the order dated July 31, 2025, has also expired, the NCLT said, assuming that they have no observations/objections to the scheme of merger of Suzuki Motor Gujarat and Maruti Suzuki India, the country’s largest carmaker.
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, and that the transferor company shall surrender its GSTN and PAN to the concerned authorities.
The 59-page-long order said the transferor company, Suzuki Motor Gujarat, “shall stand dissolved without the necessity of following the winding-up process” upon the scheme coming into effect.
In their joint petition, Suzuki Motor Gujarat and Maruti Suzuki India had submitted that consolidation of their businesses will result in focused growth, operational efficiencies and increase business synergies.
Through the merger, they also sought simplification of group structure by eliminating multiple companies in the same business, thereby improving the capacity to enable quick decision-making in the transferee company’s operations.
“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.
Follow us
