The National Company Law Tribunal (NCLT) has officially approved the scheme of amalgamation, facilitating the merger of Suzuki Motor Gujarat (SMG) with its parent entity, Maruti Suzuki India (MSIL), the country's largest carmaker. A two-member bench of the Delhi-based Principal Bench of NCLT, comprising president Ramlingam Sudhakar and member Ravindra Chaturvedi, sanctioned the joint petition filed by Suzuki Motor Gujarat Pvt Ltd (Transferor Company) and Maruti Suzuki India Ltd (Transferee Company), proposing April 1, 2025, as the appointed date for the scheme of amalgamation.

The tribunal determined that the proposed scheme is unequivocally in the interest of both petitioner companies, their shareholders, creditors, employees, and all other concerned parties, affirming that there appeared to be no impediment to its sanctioning. This decision was reached after careful consideration of all aspects, including the responses from various regulatory bodies.

Crucially, the Income Tax Department, specifically its Northern Region and Northwestern Region offices, along with the Official Liquidator, Ahmedabad, filed no further objections regarding the scheme before the tribunal. Furthermore, other key statutory authorities such as the Reserve Bank of India (RBI), the Securities and Exchange Board of India (Sebi), BSE, and NSE, neither appeared nor filed any observations or objections within the stipulated 30-day period following the order dated July 31, 2025. The NCLT therefore assumed their lack of objections to the proposed merger.

In its comprehensive 59-page order, the NCLT stated: “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, subject to the conditions stipulated hereinbelow. Accordingly, the Scheme of Merger by Amalgamation proposed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013, is hereby sanctioned.” The sanctioned scheme of 'Merger by Amalgamation' is now legally binding on both the transferor and transferee companies, as well as their respective shareholders and creditors.

A significant consequence of this scheme is that upon its coming into effect, Suzuki Motor Gujarat (the transferor company) “shall stand dissolved without the necessity of following the winding-up process, upon filing a certified copy of this tribunal's order with the Registrar of Companies.” Additionally, the transferor company will be required to surrender its GSTN and PAN to the concerned authorities.

The joint petition, originally filed before the Ahmedabad and Delhi benches of the NCLT and later transferred to the Principal Bench in New Delhi, elaborated on the manifold benefits of the amalgamation. Both Suzuki Motor Gujarat and Maruti Suzuki India asserted that the consolidation of their businesses would lead to focused growth, enhanced operational efficiencies, and strengthened business synergies. This strategic move is also expected to simplify the overall group structure by eliminating multiple companies operating in the same business sector.

Further benefits highlighted in their petition include improved agility, which will enable quicker decision-making within the transferee company's operations, and a better alignment of the direction of each business unit towards common strategic goals. The amalgamation is also projected to eliminate administrative duplications, thereby reducing the administrative costs associated with maintaining separate entities. It will also foster the sharing of best practices, cross-functional learnings, and the efficient utilization of facilities. These combined efforts are anticipated to improve various performance indicators, such as Hours per Vehicle (HPV) and direct pass rate, for manufacturing operations. By pooling the financial, managerial, technical resources, personnel capabilities, skills, and expertise of the transferor company into the transferee company, the merger aims to rationalize costs and ultimately maximize shareholder value.

Furthermore, a crucial aspect of the scheme dictates that all employees currently on the payroll of Suzuki Motor Gujarat immediately before the effective date shall become employees of Maruti Suzuki India on and from the effective date, ensuring a smooth transition for the workforce.

It is noted that the NCLT had previously issued a first motion order on June 10, 2025, which granted permission to dispense with certain meetings of shareholders and creditors. This initial order paved the way for the subsequent second motion process, which sought the final sanctioning of the scheme.

As of March 31, 2025, Suzuki Motor Corporation, Japan, held a significant 58.28% stake in the paid-up share capital of the transferee company, Maruti Suzuki India.