NCLT Okays Suzuki Motor Gujarat Merger with Maruti Suzuki India

The National Company Law Tribunal (NCLT) has okayed a proposal where Suzuki Motor Gujarat will merge with its parent organisation, Maruti Suzuki India, the country's top automobile manufacturer, ET Auto reported quoting news agency PTI. A two-member panel of the Delhi-based Principal bench of NCLT has endorsed the joint application submitted by Suzuki Motor Gujarat Pvt Ltd (Transferor Company) and Maruti Suzuki India Ltd (Transferee Company), designating the appointed date for the merger scheme as 1 April 2025.

Scheme Benefits All Stakeholders

Acknowledging that the proposal serves the interests of both petitioner organisations, their shareholders, creditors, workforce, and all relevant parties, the tribunal stated no obstacles exist in sanctioning the present arrangement.

The NCLT additionally noted that the Income Tax Department, incorporating their Northern Region and Northwestern Region alongside the Official Liquidator, Ahmedabad, have submitted their no further objections before the tribunal regarding the scheme under consideration.

No Objections to Merger

Furthermore, additional statutory bodies including the RBI, SEBI, BSE and NSE have neither appeared nor submitted any observations/objections, and the 30-day timeframe referenced in the order dated 31 July 2025 has lapsed, the NCLT indicated, presuming they hold no observations/objections to the amalgamation scheme 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," stated the order issued by the NCLT bench, comprising president Ramlingam Sudhakar and Ravindra Chaturvedi, Member, as quoted by PTI.

The tribunal further declared the sanctioned Scheme of "Merger by Amalgamation" shall be binding upon the transferor and transferee companies and their respective shareholders and creditors.

The NCLT directive stated that upon the scheme becoming effective, 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 directive additionally specified the transferor company must surrender its GSTN and PAN to the relevant authorities.

Joint Petition Across Multiple NCLT Benches

A combined petition was lodged by Suzuki Motor Gujarat and Maruti Suzuki India, requesting approval for the arrangement before the Ahmedabad and Delhi benches of the NCLT. Subsequently, proceedings transferred to the Principal Bench, New Delhi.

Operational Efficiency and Growth Focus

Whilst outlining the advantages of the arrangement, in their joint petition, Suzuki Motor Gujarat and Maruti Suzuki India submitted that consolidation of their operations will generate focused expansion, operational efficiencies and strengthen business synergies.

The merger will additionally facilitate the simplification of group architecture by eliminating multiple entities in identical business activities, enhance agility to enable rapid decision-making in the transferee company's operations and align the direction of each business division towards common objectives.