DIGITAL CINEMA PIONEERS UFO AND QUBE TO CREATE JOINT VENTURES FOR ADVERTISING AND CONTENT SERVICES
Two 50:50 Joint Ventures to Revolutionize Advertising Sales and Content Services, Fueling Efficiency and Growth in the Cinema Industry
Meeting/Vote on for :
ASSIGNMENT OF MARKETING RIGHTS OF THE COMPANY
The Company proposes to assign its marketing rights in respect of sale of advertising inventory (along with transfer of all necessary resources and personnel, as may be required) (“Advertisement Sales Activity / Activity”), exclusively in favour of United Cine Media Private Limited / United Cinema Media Private Limited or such other name as may be approved by the jurisdictional registrar of companies (“JV”), being the joint venture company that is in the process of being incorporated, with its joint venture partner, Qube Cinema Technologies Private Limited (“Qube”) (in the ratio of 50:50). Qube will also assign its marketing rights exclusively in respect of sale of advertising inventory in favour of the JV.
Pursuant to Section 180 of the Companies Act 2013 (“Act”), the Company is required to obtain the consent of the members, by a special resolution, to sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company.
The assignment of marketing rights in respect of sale of advertising inventory (along with transfer of all necessary resources and personnel, as may be required), exclusively in favour of the JV may not strictly be a sale or disposal of a business undertaking of the Company (as construed under Section 180 of the Act). However, given that the Company will discontinue conducting the foregoing Activity directly and will transfer rights to conduct such Activity to the JV, who will sell advertising inventory, on behalf of the Company on principal-to-principal basis, pursuant to such assignment of marketing rights (along with transfer of all necessary resources and personnel, as may be required); for abundant caution and good corporate governance, the Company wishes to seek approval of its shareholders, by way of a special resolution for the proposed assignment of marketing rights in respect of sale of advertising inventory to the JV exclusively.
Accordingly, the shareholders are requested to consider, and if thought fit, pass, with or without modifications, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 180 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014 and subject to other applicable provisions, if any, of the Companies Act 2013 and rules framed thereunder, Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and other applicable regulations thereunder (including any statutory amendments thereto or re-enactment thereof for the time being in force), other applicable laws, charter documents of the Company and subject to necessary approvals as may be required, consent of the members of the Company be and is hereby accorded to assign Company’s marketing rights in respect of sale of advertising inventory (along with transfer of all necessary resources and personnel, as may be required), exclusively in favour of United Cine Media Private Limited / United Cinema Media Private Limited or such other name as may be approved by the jurisdictional registrar of companies, being the joint venture company that is in the process of being incorporated, with its joint venture partner, Qube Cinema Technologies Private Limited (in the ratio of 50:50), on such terms as the Board of Directors of the Company consider beneficial, provided that such transaction / arrangement is being carried out at an arm’s length basis.
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