Corporate Restructuring: NCLT Approves Maruti Suzuki's Amalgamation with Suzuki Motor Gujarat [Read Order]
The NCLT sanctioned the scheme, finding it to be fair and just, and directed the companies to comply with several conditions, including filing a certified copy of the order with the RoC, preserving records, and ensuring all statutory liabilities are discharged by the transferee company
NCLT, Suzuki Motor, Maruti Suzuki's, Corporate Restructuring
NCLT, Suzuki Motor, Maruti Suzuki's, Corporate Restructuring
In a recent ruling, the National Company Law Tribunal (NCLT), Principal Bench, sanctioned the amalgamation of Suzuki Motor Gujarat Private Limited with its parent company, Maruti Suzuki India Limited.
NCLT held that the proposed Scheme of Amalgamation, under Sections 230-232 of the Companies Act, 2013, was in the best interest of the companies and their stakeholders, sanctioning the transfer of all assets and liabilities from the subsidiary to the parent company.
The order stemmed from a joint petition filed by both companies seeking approval for their composite Scheme of Amalgamation, which would result in the dissolution of the wholly-owned subsidiary, Suzuki Motor Gujarat, without the winding-up process.
The petition faced scrutiny from various statutory authorities, including the Registrar of Companies (RoC) and the Income Tax Department. The RoC sought clarifications on compliance with share capital fees and statutory filings, while the Income Tax Department raised concerns regarding the utilization of unabsorbed losses and outstanding tax demands.
The companies responded by undertaking to comply with all statutory requirements, including payment of differential fees, and affirmed that the scheme was compliant with the Income Tax Act, 1961, while preserving the department's right to scrutinize the transactions. The NCLT observed that the companies had satisfactorily addressed the concerns raised by the authorities.
The scheme entails the complete transfer of the subsidiary's assets, liabilities, contracts, and employees to the parent company, with the cancellation of the subsidiary's shares without any consideration. The appointed date for the amalgamation was fixed as April 1, 2025.
The NCLT sanctioned the scheme, finding it to be fair and just, and directed the companies to comply with several conditions, including filing a certified copy of the order with the RoC, preserving records, and ensuring all statutory liabilities are discharged by the transferee company.
A two member bench of Ramalingam Sudhakar, President and Ravindra Chaturvedi, Member (Technical) held that “the Petitioner Companies shall within thirty days of the date of the receipt of this Order or on sanction of the Scheme with respect to Transferee Company, whichever is later, cause a Certified Copy of this Order to be delivered to the Registrar of Company for registration and on such Certified Copy being so delivered, the Transferor Company shall be dissolved and the Registrar of Company shall place all documents relating to the Transferor Company on the file kept by him in relation to the Transferee Company and the files relating to all the Petitioner Companies shall be consolidated accordingly.
56 In compliance with the requirement of Section 232 (7) of the Act, the transferee company shall until the full implementation of the Scheme of Amalgamation shall file a statement every year in the Form CAA 8 along with the required fees with the Registrar of Companies as prescribed in the Companies (Registration offices and fees) Rules 2014 within 210 days from the end of each financial year.”
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