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NCLT Delhi Bench Approves Merger of Suzuki Motor Gujarat with Maruti Suzuki India

Prime Highlights

  • A two-member bench of the Delhi-based Principal Bench of the National Company Law Tribunal (NCLT) has approved the joint petition for the merger of Suzuki Motor Gujarat Pvt Ltd (Transferor Company) with Maruti Suzuki India Ltd (Transferee Company).
  • The merger is expected to streamline operations, improve efficiency, and enhance resource utilisation within the organisation. 

Key Facts

  • The approval was granted by a two-member NCLT bench of the Delhi Principal Bench, led by President Ramlingam Sudhakar and Member Ravindra Chaturvedi.
  • The merger faced no objections from key regulatory authorities, including SEBI, RBI, BSE, NSE, and the Income Tax Department. 

Background

The National Company Law Tribunal (NCLT) has approved merging Suzuki Motor Gujarat Pvt Ltd with parent company, Maruti Suzuki India Ltd. The Delhi Principal Bench, led by President Ramlingam Sudhakar and Member Ravindra Chaturvedi, said the merger will help both companies, as well as their shareholders, creditors, and employees. The Tribunal cleared the merger under Sections 230 to 232 of the Companies Act, 2013.

 The appointed date for the merger has been set as April 1, 2025. In its 59-page order, the tribunal stated that there were no objections from the Income Tax Department, including the Northern and Northwestern regions, or from the Official Liquidator in Ahmedabad. Other regulatory authorities, including the Reserve Bank of India, SEBI, BSE, and NSE, did not appear or raise any objections within the 30 days, showing they had no concerns about the merger.

 Once the scheme takes effect, Suzuki Motor Gujarat will stand dissolved without undergoing a separate winding-up process, following the submission of the tribunal’s certified order to the Registrar of Companies. The company will also surrender its GSTN and PAN to the relevant authorities.

 In their joint petition, both companies said the merger would make operations smoother, cut administrative costs, and improve overall efficiency. They also highlighted that the consolidation would improve decision-making speed, eliminate duplication, and enable better utilisation of resources and expertise.

 All existing employees of Suzuki Motor Gujarat will become part of Maruti Suzuki India from the effective date of the merger.

As of March 31, 2025, Japan’s Suzuki Motor Corporation holds 58.28% of Maruti Suzuki India’s paid-up share capital.

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