NCLT Approves Merger of Suzuki Motor Gujarat With Maruti Suzuki to Streamline Operations

The amalgamation plan, which combines Suzuki Motor Gujarat with its parent company, Maruti Suzuki India, the biggest automaker in the nation, has been authorised by the National Company Law Tribunal (NCLT). The joint petition filed by Suzuki Motor Gujarat Pvt Ltd (transferor company) and Maruti Suzuki India Ltd (transferee company) was allowed by a two-member bench of the Delhi-based principal bench of the NCLT.

The projected date for the merger scheme is April 1, 2025. The tribunal stated that there doesn't seem to be any obstacle to approving the current plan, pointing out that it is in the best interests of the petitioner companies, their owners, creditors, employees, and everyone else involved.

No Objection Certification Given by Major Authorities

It further noted that no more challenges to the scheme under consideration have been submitted to this tribunal by the Income Tax Department, which includes the Northern and Northwestern Regions as well as the Official Liquidator in Ahmedabad. Additionally, the NCLT stated that the 30-day period specified in the order dated July 31, 2025, has passed, assuming that other statutory authorities, including the RBI, SEBI, BSE, and NSE, have not filed any observations or objections to the plan of merger of Suzuki Motor Gujarat and Maruti Suzuki India.

There doesn't seem to be any obstacle to approving the plan, subject to the requirements listed below, given the facts and discussion above, especially the stances taken by the pertinent authorities and the consent given to the plan by the members and creditors of all the petitioner companies.

Accordingly, the Scheme of Merger by Amalgamation put up by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013, is now sanctioned, the NCLT bench's ruling further noted. Additionally, it said that the approved "Merger by Amalgamation" plan would bind the transferor and transferee businesses, as well as their individual creditors and shareholders.

As per the NCLT order, the transferor company (Suzuki Motor Gujarat) will be dissolved upon the implementation of this scheme without having to go through the winding-up procedure if a certified copy of the tribunal's ruling is filed with the Registrar of Companies.

Joint Petition by Suzuki Motor Gujarat and Maruti Suzuki India

Suzuki Motor Gujarat and Maruti Suzuki India together petitioned the Ahmedabad and Delhi benches of the NCLT for approval of the programme. It was then moved to New Delhi's Principal Bench. In their combined appeal, Suzuki Motor Gujarat and Maruti Suzuki India outlined the advantages of the plan and argued that company consolidation would lead to targeted expansion, improved operational efficiency, and increased business synergies.

By removing several businesses from the same industry, it will also simplify the group structure, increase agility to facilitate prompt decision-making in the operations of the transferee company, and steer each business unit towards shared objectives.

Additionally, they have suggested that all Suzuki Motor Gujarat personnel who were employed by the transferor firm before the effective date be transferred to the transferee company, Maruti Suzuki India, on and from the effective date. On June 10, 2025, the NCLT issued the first motion order, allowing for the suspension of some shareholder and creditor meetings and paving the way for the second motion process to seek final plan approval.