The Principal Bench of the National Company Law Tribunal on Thursday approved the merger of Maruti Suzuki India Limited with its wholly owned subsidiary, Suzuki Motor Gujarat Private Limited. The coram, comprising President Justice Ramalingam Sudhakar and Technical Member Ravindra Chaturvedi, noted that there was no impediment to approving the scheme, given the positions taken by the...
The Principal Bench of the National Company Law Tribunal on Thursday approved the merger of Maruti Suzuki India Limited with its wholly owned subsidiary, Suzuki Motor Gujarat Private Limited.
The coram, comprising President Justice Ramalingam Sudhakar and Technical Member Ravindra Chaturvedi, noted that there was no impediment to approving the scheme, given the positions taken by the relevant statutory authorities.
“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.", it said.
The tribunal also said that sanction does not absolve the companies from payment of statutory dues or taxes, nor does it prevent scrutiny for any economic offenses.
The merger will transfer all assets, liabilities, contracts, employees, and intellectual property of Suzuki Motor Gujarat to Maruti Suzuki India. As the subsidiary is wholly owned, its shares will be cancelled with no cash or share consideration. The appointed date for the amalgamation is April 1, 2025, and the Suzuki Motor Gujarat will stand dissolved without winding up. The merger aims to consolidate operations, improve efficiency, and maximize shareholder value.
The matter was initially filed before both the NCLT Ahmedabad and New Delhi benches. On May 9, 2025, the Principal Bench directed the Ahmedabad case to be transferred to Delhi, and the first motion application was allowed on June 10, 2025, waiving the need to convene meetings of shareholders and creditors.
Notices were sent to statutory authorities, including the Regional Directors, Official Liquidator, and Income Tax Department, who raised queries regarding filings, tax compliance, and record preservation. The companies responded with undertakings, confirming compliance with the Companies Act and Income Tax provisions.
The tribunal directed Maruti Suzuki India to comply with fees on the revised authorized capital, preserve statutory records, and file a certified copy of the order with the Registrar of Companies within 30 days. All contracts, liabilities, and employee obligations of the subsidiary will continue under Maruti Suzuki India, while the Income Tax Department retains rights for recovery of any outstanding or future liabilities.
Case Title: Maruti Suzuki India Limited And Suzuki Motor Gujarat Private Limited
Case Number: C.P. (AA) 63/(PB)/2025
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