NCLT approves merger of Suzuki Motor Gujarat with parent Maruti Suzuki India: Here’s all you need to know

The Delhi bench of the National Company Law Tribunal (NCLT Delhi) approved the merger plan under which Suzuki Motor Gujarat will be merged with its parent company Maruti Suzuki India.

According to a PTI report, the two-member bench comprising chairman Ramlingam Sudhakar and member Ravindra Chaturvedi approved the joint petition filed by the two automakers before the Ahmedabad and Delhi benches of the court and was later transferred to the Principal Bench in New Delhi.

The date set for the takeover plan of India’s largest automobile manufacturer and its subsidiary is April 1, 2025.

Maruti Suzuki merger plan: What did NCLT say?

The report stated that the court observed that the proposed plan was in the interest of both companies, their creditors, employees and shareholders and did not see any impediment in approving it.

All employees on the payroll of Suzuki Motor Gujarat immediately before the effective date will become employees of Maruti Suzuki India from the effective date, as per the joint petition.

He also noted that the Northern Zone and Northwest Zone offices of the Income Tax Department and the Official Liquidator Ahmedabad have not raised any further objections to the court regarding the scheme.

It also noted that statutory authorities such as NCLT, BSE, NSE, Reserve Bank of India (RBI) and Securities and Exchange Board of India (SEBI) have not raised any observations or objections in the 30-day period since July 31, 2025.

“In the light of the above-mentioned facts and discussions, in particular the positions taken by the relevant authorities, and taking into account the approval given to the proposed plan by the members and creditors of all the applicant companies, there appears to be no impediment to the approval of the plan subject to the conditions set out below,” the court said in its 59-page decision.

“Accordingly, the Scheme of Merger by Merger proposed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 is hereby approved,” it said.

Suzuki Gujarat-Maruti Suzuki deal: What are the terms?

• NCLT, in its judgment approving the ‘Aggregation by Merger’ scheme, noted that it will be binding on the transferor and transferee companies and their respective shareholders and creditors.
• It added that once it comes into force, Suzuki Motor Gujarat “shall be dissolved without the obligation to follow the liquidation process after submitting a certified copy of the order of this court to the Registrar of Companies”. As part of this, the company will submit its GSTN and PAN to the relevant authorities.

According to the PTI report, the NCLT passed the first motion order on June 10, 2025, allowing dispensation of certain shareholders and creditors meetings and allowing subsequent second motion process to get final approval of the plan.

Why did Suzuki Gujarat and Maruti Suzuki attempt a merger?

In their joint petition, the companies stated that the consolidation of their businesses would increase focused growth, operational efficiency and business synergy.

They also said the merger would simplify the larger group structure by eliminating multiple companies in the same business.

The move also aims to increase agility and align the direction of each business unit with common goals to enable Suzuki Motor Gujarat’s operations to take quick decisions.

“The merger will eliminate administrative duplication, thereby reducing administrative costs arising from maintaining separate units; enable sharing of best practices, cross-functional learnings and efficient use of facilities and help improve various performance indicators for manufacturing such as HPV (hours per vehicle), pass-through rate, etc.; and the financial, managerial, technical resources, staff capabilities, skills and expertise of the transferring company brought together in the acquiring company will lead to cost rationalization and hence maximization of value for shareholders,” he said.

Till March 31, 2025, Suzuki Motor Corporation, Japan held 58.28% of the paid-up capital of Maruti Suzuki India.