NCLT Approves Merger of Suzuki Motor Gujarat With Maruti Suzuki India

10 Nov 2025 , 12:57 PM

The National Company Law Tribunal (NCLT) has cleared the merger of Suzuki Motor Gujarat Pvt Ltd with its parent company, Maruti Suzuki India Ltd, marking a major step in consolidating the automaker’s manufacturing operations under one entity.

A two-member bench of the Principal Bench, New Delhi, comprising President Ramlingam Sudhakar and Member Ravindra Chaturvedi, approved the joint petition filed by both companies. The appointed date for the amalgamation has been set as April 1, 2025.

Tribunal Finds No Objections from Regulators

The NCLT observed that the merger scheme serves the interests of both companies, their shareholders, creditors, and employees. It further noted that the Income Tax Department’s Northern and Northwestern Regions, along with the Official Liquidator in Ahmedabad, had raised no further objections to the proposal.

Other regulatory bodies, including the RBI, SEBI, BSE, and NSE, also neither appeared nor filed any objections. As the 30-day period following the tribunal’s earlier order dated July 31, 2025, has expired, the NCLT assumed there were no pending concerns regarding the merger.

Merger Sanctioned Under Companies Act

“Upon considering the approval granted by the members and creditors of both petitioner companies, there appears to be no impediment in sanctioning the scheme,” the bench stated.
Accordingly, the Scheme of Merger by Amalgamation under Sections 230 to 232 of the Companies Act, 2013, has been sanctioned. The order makes the scheme binding on both companies and their respective stakeholders.

Once the merger takes effect, Suzuki Motor Gujarat will be dissolved without undergoing the winding-up process upon filing the tribunal’s certified order with the Registrar of Companies (RoC). The 59-page order also directs the transferor company to surrender its GSTN and PAN to the relevant authorities.

Scheme to Enhance Efficiency and Synergy

The joint petition emphasized that the amalgamation will bring focused growth, operational efficiency, and enhanced synergies between the two entities.
The merger aims to:

• Simplify the group structure by eliminating multiple companies engaged in similar operations.

• Improve agility and decision-making within Maruti Suzuki’s business ecosystem.

• Reduce administrative duplication and related costs.

• Enable sharing of best practices and cross-functional learnings to improve productivity metrics such as hours per vehicle (HPV) and direct pass rate.

• Pool the financial, technical, and managerial expertise of both companies to strengthen overall performance and maximize shareholder value.

All employees of Suzuki Motor Gujarat who are on the payroll immediately before the effective date will automatically become employees of Maruti Suzuki India from that date.

The companies had jointly filed petitions before the Ahmedabad and Delhi benches of the NCLT, which were later transferred to the Principal Bench in New Delhi. The tribunal had earlier issued its first motion order on June 10, 2025, allowing certain shareholder and creditor meetings to be dispensed with and clearing the way for final approval.

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