Sumuka Agro Industries has successfully obtained approval from the National Company Law Tribunal (NCLT) to extend the date of its shareholders' meeting regarding the proposed merger with Gujjubhai Foods Private Limited. The tribunal has granted a 60-day extension and made modifications to its previous order, addressing a joint application filed by both companies.

Key Developments

• Extended Timeline: The NCLT has allowed a 60-day extension for convening the shareholders' meeting.

• Order Modification: The tribunal has amended its previous order to include Applicant Company No. 2 (Gujjubhai Foods Private Limited) alongside Applicant Company 1 (Sumuka Agro Industries) in the meeting requirements.

• Joint Application: Both Sumuka Agro Industries and Gujjubhai Foods Private Limited filed a joint interim application requesting the extension and modification.

Merger Details

The proposed scheme involves the merger by absorption of Gujjubhai Foods Private Limited ("GFPL" or the "Transferor Company") with Sumuka Agro Industries ("SAIL" or the "Transferee Company"). This corporate action falls under Section 230(1) of the Companies Act, 2013.

NCLT Order Specifics

The NCLT order outlines the following key points:

1. The extension allows an additional 60 days from the date of communication of the order to convene and hold the shareholders' meeting.
2. Paragraph 14, Page 8 of the original Company Scheme Application Order has been modified to include both applicant companies.
3. The rest of the merger order remains unchanged.

Meeting Format

The shareholders' meeting, when convened, will be held through video conferencing and/or other audio-visual means. This format allows equity shareholders to participate without physical presence at a common venue and cast their votes through remote e-voting.

Company Statement

Shaili Vijaybhai Patel, CFO & Director of Sumuka Agro Industries, confirmed the development in a regulatory filing to the BSE. The company has requested that this intimation be taken on record.

This extension and modification in the NCLT order provide both Sumuka Agro Industries and Gujjubhai Foods Private Limited additional time to prepare for the crucial shareholders' meeting, which will determine the fate of their proposed merger.

The National Company Law Tribunal (NCLT) Mumbai has issued directions for the proposed merger of Gujjubhai Foods Private Limited with Sumuka Agro Industries Limited , marking a significant step in the consolidation of these two packaged snacks and food manufacturing businesses.

Key Merger Details

• The NCLT has ordered equity shareholder meetings for both companies to be held on September 17, 2025, via video conferencing.
• Meetings of secured and unsecured creditors have been dispensed with due to prior consents already submitted.
• The merger involves a share swap ratio of 7 equity shares of Sumuka Agro Industries for every 4 shares of Gujjubhai Foods.
• BSE has provided no-objection clearance for the scheme.
• The appointed date for the merger is April 1, 2023.

Corporate Restructuring

Upon completion of the merger, Sumuka Agro Industries plans to change its name to Gujjubhai Industries Limited, subject to necessary approvals. This move is expected to consolidate the brand identity of the merged entity in the packaged food sector.

Rationale for the Merger

According to the LODR data, the merger is expected to lead to:

1. Consolidation of business and assets
2. Synergy of operations and networks
3. Better utilization of available resources
4. Benefits of internal economies
5. Diversification to mitigate risks
6. Improved organizational efficiencies

Company Profiles

Gujjubhai Foods Private Limited

• Incorporated on June 29, 2017
• Specializes in manufacturing and selling packaged snack food items

Sumuka Agro Industries Limited

• Public limited company incorporated on June 26, 1989
• Engaged in manufacturing and marketing ready-to-cook items, namkeen, snacks, sweets, and spices
• Also sells packaged foods online

Financial and Legal Aspects

• The authorized capital of Gujjubhai Foods post-merger will be ₹7.93 crore, divided into 79,25,000 equity shares of ₹10 each.
• Sumuka Agro Industries' authorized capital will be ₹7.50 crore, divided into 75,00,000 equity shares of ₹10 each.
• The share swap ratio was determined based on a valuation report dated August 14, 2023, by Megha Mittal, Director of Resurgent Valuers Private Limited.

Next Steps

The NCLT has directed both companies to serve notices to various regulatory bodies, including the Central Government, Registrar of Companies, Income Tax authorities, and BSE Limited. The companies are required to file the Second Motion Petition under Section 230(6) read with Section 232(3) within 14 days from the date of the NCLT order.

This merger represents a strategic move in the packaged food industry, potentially creating a stronger entity with enhanced market presence and operational efficiencies. Shareholders of both companies will play a crucial role in the next phase of this corporate restructuring as they convene to vote on the proposed merger in September 2025.