NCLT approves merger scheme of Suzuki Motor Gujarat with Maruti Suzuki India
New Delhi, Nov 9 (PTI) The National Company Law Tribunal (NCLT) has approved the merger plan under which Suzuki Motor Gujarat will be merged with its parent Maruti Suzuki India, the country’s largest automaker.
The two-member bench of NCLT’s Delhi-based Main bench approved the joint petition filed by Suzuki Motor Gujarat Pvt Ltd (Transferrer Company) and Maruti Suzuki India Ltd (Transferrer Company) and recommended that April 1, 2025 be the date fixed for the merger scheme.
Noting that the plan was in the interest of both petitioner companies, their shareholders, creditors, employees and everyone else concerned, the court stated that there was no obstacle in approving the current plan.
It further observed that the Income Tax Department, comprising the Northern Districts and the Northwest Territories, and the Official Liquidator, Ahmedabad, have not raised any further objections before this court in respect of the scheme under consideration.
Further, NCLT said that assuming Suzuki Motor Gujarat and Maruti Suzuki India have no observation/objection regarding the merger plan, other regulatory authorities like RBI, Sebi, BSE and NSE have neither come forward nor made any observation/objection and the 30-day period mentioned in the order dated July 31, 2025 has expired.
“In the light of the facts and discussions set out above, 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, it appears that there are no obstacles to the approval of the plan subject to the conditions set out below.
“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,” the order passed by the NCLT bench comprising Chairman Ramlingam Sudhakar and Member Ravindra Chaturvedi said.
It was also stated that the approved ‘Merger through Merger’ Plan will be binding on the transferor and transferee companies and their respective shareholders and creditors.
The NCLT order said that upon entry into force of this scheme, the transferor company (Suzuki Motor Gujarat) “shall be dissolved without any obligation to follow the winding up process after submitting a certified copy of the order of this court to the Registrar of Companies”.
The 59-page order also stated that the transferring company must submit its GSTN and PAN to the relevant authorities.
A joint petition was filed by Suzuki Motor Gujarat and Maruti Suzuki India before the Ahmedabad and Delhi benches of the NCLT seeking approval of the scheme. He was later transferred to the Manager’s Bench in New Delhi.
Suzuki Motor Gujarat and Maruti Suzuki India, while talking about the benefits of the plan in their joint petition, claimed that the consolidation of their businesses will drive focused growth, operational efficiency and business synergy.
This will also lead to simplifying the group structure by eliminating multiple companies in the same business, improving agility in the acquiring company’s operations to enable rapid decision-making, and aligning the direction of each business unit towards common goals.
“The merger will eliminate administrative duplication, thereby reducing administrative costs incurred in maintaining separate units; enable sharing of best practices, cross-functional learning 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 rationalisation, thereby maximizing value for shareholders.” he said.
They also proposed that all employees of the transferring company (Suzuki Motor Gujarat) who were on the payroll immediately before the effective date should be employees of the transferring company (Maruti Suzuki India) from the effective date.
The NCLT had passed the first motion order on June 10, 2025, allowing dispensation of certain shareholders and creditors meetings and allowing subsequent second motion process to seek final approval of the plan.
Suzuki Motor Corporation, Japan, holds 58.28 per cent of the paid-up capital of the acquiring company, Maruti Suzuki India, as on March 31, 2025.
