Pranav B Prem

The Principal Bench of the National Company Law Tribunal (NCLT), New Delhi, has sanctioned the amalgamation of Maruti Suzuki India Limited (MSIL) with its wholly owned subsidiary, Suzuki Motor Gujarat Private Limited (SMG), under Sections 230–232 of the Companies Act, 2013.

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A Bench comprising Justice Ramalingam Sudhakar (President) and Ravindra Chaturvedi (Technical Member) noted that there was no legal impediment to the merger and that all statutory authorities, including the Regional Directors, Official Liquidator, SEBI, RBI, and the Income Tax Department, had been duly notified and had provided their observations. “In light of the foregoing facts and discussions, particularly the positions taken by the relevant authorities, and upon considering the approval granted by the members and creditors of the petitioner companies, there appears to be no impediment to sanctioning the scheme,” the order stated. The tribunal clarified that the approval does not absolve the companies from statutory dues or liabilities, nor does it shield them from scrutiny under any law related to economic offences or tax matters.

Key Features of the Merger

• Transfer of Assets and Liabilities: All assets, contracts, licenses, employees, intellectual property, and liabilities of Suzuki Motor Gujarat will be transferred to Maruti Suzuki India.

• Dissolution Without Winding Up: SMG will stand dissolved without winding up upon the merger taking effect.

• Appointed Date: The merger will take effect from April 1, 2025.

• Cancellation of Shares: Since SMG is a wholly owned subsidiary of MSIL, all shares held by MSIL in SMG will be cancelled without any cash or share consideration.

• Objective: The merger aims to consolidate operations, reduce administrative duplication, and enhance efficiency, ensuring greater synergy in production and supply chain management.

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The Tribunal directed Maruti Suzuki India to pay the necessary fees on revised authorised share capital, preserve statutory records, and file the certified copy of the order with the Registrar of Companies within 30 days. With this order, all legal, contractual, and employment obligations of Suzuki Motor Gujarat will continue under Maruti Suzuki India, completing one of the most significant intra-group corporate integrations in India’s automotive sector.

Appearance

For Petitioner: Advocates Anirudh Das, Aditya Kumar Singh, Nitin Sharma

For Income Tax Department: Advocate Gaurav Gupta with Advocates Shivendra Singh,Yojit Pareek, Prasant Kumar Sharma

Cause Title: Maruti Suzuki India Limited And Suzuki Motor Gujarat Private Limited

Case No: C.P. (AA) 63/(PB)/2025

Coram: Justice Ramalingam Sudhakar, Technical Member Ravindra Chaturvedi