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

The National Company Law Tribunal's Delhi bench (NCLT Delhi) has approved the merger scheme in which Suzuki Motor Gujarat will be amalgamated into its parent company Maruti Suzuki India.

The two-member bench, comprising president Ramlingam Sudhakar and member Ravindra Chaturvedi, approved the two carmakers' joint petition filed before the tribunal's Ahmedabad and Delhi benches, and later transferred to the Principal Bench, New Delhi, according to a PTI report.

The appointed date for the transfer scheme of India's largest carmaker and its subsidiary is April 1, 2025.

Maruti Suzuki merger scheme: What did NCLT say?

The report said that the tribunal observed that the proposed scheme is in the interest of both companies, their creditors, employees and shareholders, and saw no impediment in sanctioning it.

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

It also took into consideration that the Income-Tax Department's Northern Region and Northwestern Region offices, and the Official Liquidator, Ahmedabad, filed no further objections with the tribunal regarding the scheme.

Further, the NCLT noted that statutory authorities such as the BSE, NSE, Reserve Bank of India (RBI), and the Securities and Exchange Board of India (SEBI) did not file observations or objections within the 30-day period since July 31, 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,” the tribunal's 59-page-long order held.

“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 stated.

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

• In its order sanctioning the scheme of ‘Merger by Amalgamation’, the NCLT noted that it shall be binding on the transferor and transferee companies and their respective shareholders and creditors.
• It added that upon coming into effect, 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”. As part of this, the company shall surrender its GSTN and PAN to the concerned authorities.

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, the PTI report added.

Why did Suzuki Gujarat and Maruti Suzuki undertake merger?

In their joint petition, the companies submitted that consolidation of their businesses will result in focused growth, operational efficiencies and enhance business synergies.

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

The move also aims to improve agility to enable quick decision-making Suzuki Motor Gujarat's operations and align the direction of each business unit towards common goals.

“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.

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

(With inputs from PTI)