The National Company Law Tribunal (NCLT) has given its approval to the merger plan between Suzuki Motor Gujarat (SMG) and Maruti Suzuki India (MSIL), the country's largest carmaker. The NCLT's Delhi-based Principal Bench, consisting of a two-member panel, sanctioned the joint petition submitted by both Suzuki Motor Gujarat Pvt Ltd, the transferor company, and Maruti Suzuki India Ltd, the transferee company. The appointed date for the merger is set for April 1, 2025.
The tribunal stated that the proposed scheme is in the best interest of both companies, including their shareholders, creditors, employees, and all stakeholders involved. They found no obstacles in approving the merger. The NCLT further noted that the Income Tax Department, encompassing the Northern and Northwestern regions, and the Official Liquidator, Ahmedabad, have submitted their non-objection to the scheme. Other regulatory bodies, such as the RBI, SEBI, BSE, and NSE, did not raise any objections within the stipulated 30-day period following the order dated July 31, 2025, leading the NCLT to assume their tacit approval.
The order, sanctioned by NCLT President Ramlingam Sudhakar and Member Ravindra Chaturvedi, officially approves the Scheme of Merger by Amalgamation proposed by the petitioner companies under Sections 230 to 232 of the Companies Act, 2013. The NCLT also clarified that this approval does not exempt the companies from paying any outstanding statutory dues or taxes, nor does it prevent any potential investigations into economic offenses.
With the merger, Suzuki Motor Gujarat’s assets, employees, and operations will be integrated into Maruti Suzuki India Limited. SMG was established in 2014 as a wholly-owned subsidiary of Suzuki Motor Corporation, Japan, functioning primarily as a contract manufacturer and supplying vehicles to Maruti Suzuki. MSIL had announced in 2023 its intention to acquire SMG from its Japanese parent company, aiming to consolidate all manufacturing activities under a single entity.
Maruti Suzuki anticipates significant business advantages from this amalgamation. These include enhanced operational efficiencies, streamlined decision-making processes, and reduced administrative expenses. By consolidating operations, MSIL aims to unlock long-term shareholder value and ensure more agile and cohesive resource and production capacity management. The company has also assured that the merger scheme will not negatively impact the rights of any creditors.
The NCLT's approval dispenses with the need for convening meetings of equity shareholders, secured creditors, and unsecured creditors of both companies, signaling a smooth transition process facilitated by SMG's status as a wholly-owned subsidiary of MSIL. The merger will take effect once the final NCLT order is filed with the Registrar of Companies (ROC).
