NCLT approves the merger plan of Suzuki Motor Gujarat with Maruti Suzuki India

The National Company Law Tribunal (NCLT) has approved the merger plan, which will see Suzuki Motor Gujarat merged with its parent company, Maruti Suzuki India, the country’s largest carmaker.A two-judge 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 has proposed the date fixed for the merger plan as April 1, 2025.

Noting that the scheme is in the interests of both petitioner companies, their shareholders, creditors, employees and all stakeholders, the tribunal said there appears to be no bar to approving the current scheme.

It further noted that the Income Tax Department, which includes their Northern and North-Western Regions, and the Official Receiver, Ahmedabad, have not raised any further objections before this tribunal regarding the scheme under consideration.Moreover, other statutory authorities such as the RBI, Sebi, BSE and NSE have not appeared and submitted any observations/objections and the period of 30 days mentioned in the order dated July 31, 2025 has expired, the NCLT said, assuming that they have no observations/objections against the merger plan of Suzuki Motor Gujarat and Maruti Suzuki India.

“In the light of the foregoing facts and discussion, in particular the views expressed by the relevant authorities, and in considering the approval given by the members and creditors of all the applicant companies to the proposed scheme, there appears to be no impediment to sanctioning the scheme, subject to the conditions laid down hereunder.” Accordingly, the Scheme of Merger by Amalgamation proposed by the petitioner companies under Sections 230 to 232 of the Companies Act, 2013 is in force. hereby sanctioned,” said the order passed by the NCLT bench comprising President Ramlingam Sudhakar and Member Ravindra Chaturvedi. It further states that the sanctioned scheme of ‘merger by amalgamation’ will be binding on the transferor and transferee companies and their respective shareholders and creditors.

The NCLT order stated that on the coming into force of this scheme, the transferor company (Suzuki Motor Gujarat) “shall be dissolved without the need to follow the process of winding up, upon filing a certified copy of the order of this tribunal with the Registrar of Companies”.

The 59-page order further stated that the transferring company would hand over 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 from the NCLT benches in Ahmedabad and Delhi. Later it was transferred to the Principal Bench, New Delhi.

While bringing with them the benefits of the scheme, Suzuki Motor Gujarat and Maruti Suzuki India in their joint petition stated that consolidation of their businesses will result in focused growth, operational efficiencies and better business synergies.

It will also lead to a simplification of the group structure by eliminating multiple businesses in the same company, improving flexibility to enable rapid decision-making in the acquiring company’s operations and aligning the direction of each business unit with common objectives.

“The merger would eliminate administrative duplication, thereby reducing the administrative costs of maintaining separate entities; enable sharing of best practices, cross-functional learnings and utilization of facilities in an efficient manner and help improve various performance indicators such as HPV (hours per vehicle), direct pass rate, etc. for production; and the financial, management, technical resources, human resources, skills and expertise of the transferring company, merged into the acquiring company, will lead to rationalization of costs, thereby enhancing shareholder value is maximized,” they said.

They have also proposed that all employees of the transferor company (Suzuki Motor Gujarat), who are on the payroll immediately before the effective date, will 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 waive certain meetings of shareholders and creditors and allowed for the subsequent second motion process to effect final sanction of the scheme.

Suzuki Motor Corporation, Japan, as of March 31, 2025, owns 58.28 percent of the paid-up share capital of the acquiring company Maruti Suzuki India.