Corporate consolidation: NCLT clears merger of Suzuki Motor Gujarat with Maruti Suzuki India; tribunal finds no impediment to consolidation plan

The National Company Law Tribunal (NCLT) has approved the merger of Suzuki Motor Gujarat Pvt Ltd with its parent company, Maruti Suzuki India Ltd, marking a key consolidation move for the country’s largest carmaker.A two-member bench of the Principal Bench in New Delhi, comprising President Ramlingam Sudhakar and Member Ravindra Chaturvedi, sanctioned the scheme of amalgamation and set April 1, 2025, as the appointed date. “There appears to be no impediment in sanctioning the present scheme,” the tribunal observed, noting that it serves the interests of shareholders, creditors, employees, and all other stakeholders, reported news agency PTI.The NCLT said that the Income Tax Department, including its Northern and Northwestern regions, and the Official Liquidator, Ahmedabad, had raised no further objections. Other statutory authorities, including the RBI, Sebi, BSE, and NSE, did not file any observations within the stipulated 30-day period, implying they had no objections to the merger.“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,” the tribunal said, as per PTI.The order stated that the merger scheme, filed under Sections 230 to 232 of the Companies Act, 2013, will be binding on both companies and their respective shareholders and creditors. Upon implementation, Suzuki Motor Gujarat “shall stand dissolved without the necessity of following the winding-up process,” once a certified copy of the order is filed with the Registrar of Companies. The transferor company must also surrender its GSTN and PAN to the concerned authorities.The companies had argued in their joint petition that the consolidation would lead to operational efficiency, focused growth, and enhanced business synergies, while simplifying group structure and improving agility in decision-making. “The amalgamation would eliminate administrative duplications, consequently reducing administrative costs… and help in improving various performance indicators such as HPV (hours per vehicle) and direct pass rate,” the petition stated.All employees of Suzuki Motor Gujarat will transition to Maruti Suzuki India on the effective date. The tribunal’s approval follows the first motion order passed on June 10, 2025, which cleared the way for the final sanction process.Suzuki Motor Corporation, Japan, holds 58.28 per cent of Maruti Suzuki India’s paid-up share capital as of March 31, 2025, according to PTI.