Entertainment Limited Information Memorandum A. Company Profile: (a) Name and address of registered office of the company. Mi dva ll ey Entertainment Li mited 9TH Floor, GEE GEE Emerald, 312 Va ll uvar Kot!am High Road, Nu ngambakkam, Chp.nn<'l i-34, India. Ph : +9 1 444 8677705 Ma il : info@mve l. co.in (b) Name and address of corporate offi ce of the company. Same as above (c) Names of regional stock exchange and other stock exchanges where li sted - Years of li sting a nd current statu s. Li sted from 201 1 Currently under Revocation - In p rin ciple approval received (d) Signing with depos it ories - ISIN no. Yes both NSDL and CDSL Isin No 4 2280 101 6 (e) Name and contact details of comp li ance officer a nd Company Secretary Name Cont act Nos. E- mail ld (I) Email - id fo r In vestor G ri evances [email protected]. in G.Raghavan +91 44 48677705 cs@mve l. co.in (g) Date of Suspension and reason of suspension Company was suspend ed from 11 Th Ju ly 2012 due to penal reasons 9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034. Tel: +91-44-48677705 Email : [email protected]Web : mvel.co.in.
Transcript
~lleY Entertainment Limited
Information Memorandum
A. Company Profile:
(a) Name and address of registered office of the company.
(a) Authorized, issued, subscribed and paid-up capital.
Authorized 4,50,00,000 of Rs 10 each
Issued Subscribed and paid up 3,42,24,569 of Rs10 each
(b) Listed Capital
Listed 3,42,24,569 of Rs 10 each
C. Company, management :
(a) History and main objects and present business of the company.
Our Company was incorporated as "CTV Entertainment Private Limited" at Bangalore, Karnataka , vide certificate of incorporation dated July 12, 1989 issued by the Registrar of Companies, Karnataka under the provisions of the Compan ies Act, 1956. The Corporate Identification Number (CIN) of our Company is U85110TN1989PLC062297.The name of our Company was changed to CEE (I) TV Entertainment Private Limited vide fresh incorporation certificate dated January 28, 2000 issued by the Registrar of Companies , Karnataka . Our Company was converted into a public limited company vide fresh incorporation certificate dated February 04, 2000 issued by the Reg istrar of Companies, Karnataka and the name was changed to CEE (I) TV Entertainment Limited. We further changed the name of our Company to Midvalley Entertainment Limited vide a fresh certifi cate of incorporation dated December 27, 2005 issued by the Registrar of Companies, Karnataka.
(b) Changes in the Registered Office of our Company
The Registered Office of our Company was originally situated at 106, Commerce House, 9/1, Cunningham Road, Bangalore 560 052 . On September 30,2005 , vide a resolution passed in the Annua l General Meeting of our members, it was decided to sh ift the registered office of our Company from Bangalore in the State of Karnataka to Chennai in the State of Tamil Nadu . Our Company subsequently changed the registered office to its present address after obtaining due permission of the Company Law Board , Chennai as the place of the registered office was changed from the State of Karnataka to the State of Tamil Nadu and accord ingly, the registered office of our Company was sh ifted to the cu rrent address 9th Floor, Gee Gee Emerald, 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600 034, Tamil Nadu, India.
(c) Main Objects: I
The main objects of our Company as stated in the Memorandum of Association ar :
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034.
1. To estab lish, purchase, take on lease or hire or otherwise acquire and maintain and to sell , give on lease or hire studios , Laboratories , Cinema theatres and the like for the production, processing and printing of films or for stag ing dramas, dances, musical and other entertainment, education programme or other cultural programme as may seem advantageous from time to time and to carry on the business of exhibiting and distributing cinematographic, films, television films, video films and other forms of entertainment and lor otherwise deal in cinematographic films, television films , all forms of entertainment, audio and video storage devices and equipments connected therewith .
2. To carryon the business of producers , script writers of plays , cinema, video and composers of orchestra , tape recording and reproductions of the same and to deal in all instruments, books, magazines and other accessories for the purposes aforesaid and in general to promote, carry out, undertake, sponsor or assist any activity for the promotion , growth and revival of arts and cu lture of all forms in whichever manner as may seem exped ient from time to time .
3. To own and/or take on lease and/or take on hire and to manage the running of cinema theatres commercial and non commercial , fi lms studios dance halls, musica l halls, film laboratories, theatre cum-shopp ing comp lexes, commercial complexes, hotels and other places of all kinds and descriptions for entertainment, amusement, recreation and/or sports.
4 . To carryon the business of and lor to own and lor take on lease and lor to hire and to manage the running of multiplexes , residential I commercial complexes, service apartments, hotels, resorts.
5. To carryon the business of broadcasting both in audio and or in visual mode and to develop Iwok in any channel and to broadcast the same inside andl or outside the country (ies).
6. To carryon the business as advert isement media, event management agency, news paper agency, news paper publisher and or news paper printer and or to act/deal/own any new/old channel(s) .
7.To act as property and or infrastructure structure developer both inside and outside the country. 'l'''-LT:-""
? ' 9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600 034.
Tel : +91-44-48677705 Email : info@mvel,co.in Web : mvel,co.in.
~lleY Entertainment Limited
D. Present Business of the company
Our Bu s iness
.. Co n tent;con'te n t a n d conte n t
- \Ne h ave started aggregat i ng content
.. \Ne \Nill p lace co n tent i n any rTled i urn or p latforITl
.. \Ne \N ill expand i nternationa ll y as \Ale have no lag u age or geogr ap h y li mitat ion
CONTENT
• Content is anything that is being consumed by consumers.
• It is both audio/video/text/animation etc
• It includes professionally produced content like live tv/on demand tv/ films/docum enta ry etc or user generated content
• It can be consumed by any medium like TV/internet/ip-catv/mobile/OOH/ etc
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034.
Unigold Pacific Limited (Unigold) was incorporated on June 17., __ ~ 2005 in the federal territory of Labuan, Malaysia under the ~~~ Malaysian Offshore Compan ies Act, 1990. The reg istered fc)'~ice of,' '\~\ the company is located at leveI 6(D), Main Office Tower, Financ· ')1
I'I/j
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600 034.
Park, Labuan Complex, Jalan Merdeka, 87000 Labuan, Malaysia , The authorized share capital of the company as on date is USO 1,00,00,000 divided into 50,00 ,000 ordinary shares and 50,00,000 redeemable preference shares of USO 1,00 each, The registration number of the company is LL04869, Unigold Pacific Limited is an investment holding company and is one of the Promoters of our Company, Oatuk K, Ketheeswaran is the promoter of Unigold Pacific Limited,
3, Global Motion Pictures & Ventures Pvt Ltd
Global Motion Pictures & Ventures Pte Ltd was incorporated on September 13, 2005 in the federal territory of Labuan, Malaysia under the Malaysian Offshore Companies Act, 1990, The registered office of the company is located at Level 6(0) , Main Office Tower, Financial Park, Labuan Complex, Jalan Merdeka, 87000 Labuan, Malaysia, The authorized share capital of Global Motion Pictures & Ventures Pte Ltd is USO 1,00,00 ,000 divided into 50,00 ,000 ordinary shares and 50 ,00 ,000 redeemable preference shares of USO 1,00 each , The registration number of Global Motion Pictures & Ventures Pte Ltd is LL04998, Global Motion Pictures & Ventures Pte Ltd is an Investment holding company and is a Promoter of Midva lley Entertainment Lim ited. Oatuk K. Ketheeswaran is the promoter of Global Motion Pictures & Ventures Pte Ltd
4, Kiara Enigma Sdn, Bhd
Kiara Enigma Sdn, Bhd was incorporated on August 12, 2003 at Kuala Lumpur, Malaysia under the Companies Act, 1965 of Malaysia, The registered office of Kiara Enigma Sdn, Bhd is located at 305 (Suite 1) Block E, Phileo Oamansara, 9, Jalan 16/11 , Off Jalan Oamansara, 46350 Petaling Jaya, Selangor Oarul Ehsan, The authorized share capital of Kiara Enigma Sdn, Bhd is RM 50,00,000 divided into 24,00 ,000 ordinary shares and 26,00 ,000 redeemable preference shares of RM 1,00 each, Kiara Enigma Sdn, Bhd, whose registration number is 624746-V, is the corporate Promoter of Midvalley Entertainment Limited, Oatuk K, Ketheeswaran is the promoter of Kiara Enigma Sdn. Bhd,
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034.
G. Names and addresses of auditors, legal advisors of the company and details of KMP's along with their designations (with their DIN wherever applicable) and other directors including nominee- directors, and woman director (g iving their directorships in other companies).Change, if any, in directors / management and aud itors during the last one year, and reasons thereof. Further details on composition of Board are to be provided.
Name, PAN and address of the directors of the company :
Name/ PAN Address :
Kamalnayan Harakchand Flat NoAA, Coromandal
PAN : AAHPK8406D Towers, New-302,0Id-8 18, Poonamallee High Road,
DIN: 01 97291 8 Kilpauk, Chennai-60001 0
Ganapathi Lalitha No, 51 -A, North Car Street,
PAN: AFXPL996F Ka ll idaikurichi, Tirunelveli -62741 6
DIN: 06801 777
Homasamanvitha.S Block 5-6A, Rani Meyyamai
PAN: AHPPH1 838R Towers, MRC. Nagar,
DIN: 07961900 Sathyadev Avenue,R.A.Puram, Raja Annamalai Puram, Chennai - 600 028.
Auditor Gyaneswer, New no 12 (old no
R.Lakshminarayanan 8/1), Second street , Athreyapuram, Choolaimedu, Chennai-94
Other directorship of
G. Lalitha Meenu Hometec Limited
Dolarial Financial Services Limited
Aries Logistics Ventures Limited
Homa Samanvitha I,SSP Pharma Pvt Ltd
!I~S rolyal Television Network i t Ltd
Ildvalley Contents & II stribution Pvt ltd I
9A, 9th Floor, GEE GEE Emerald, No : 312, Valiuvar Kottam High Road, Nungambakkam, Chennai - 600034.
H.Kamal Nayan Midvalley Contents & Distribution Pvt ltd
Meenu Hometec Limited
Dolarial Financial Services Limited
V2K Bu ildtech Pvt ltd.
H. Details of directors, whole-time directors, their remuneration, appointment and remuneration of managing directors, interests of directors, their borrowing powers and qualification shares.
No remuneration paid
Borrowing power
The Articles of Association of our Company have empowered the Board of Directors of our Company, from time to time at its discretion , to receive deposits or loans from members either as an advance of ca ll or otherwise and generally raise or borrow money by way of deposits , loans, overdrafts, cash credit or by issue of bonds, debentures or debenture-stock (perpetual or otherwise) or in any other manner, or from any person, firm, company, co-operative society, anybody corporate, bank, insti tution , whether incorporated in India or abroad, Government or any authority or any other body for the purpose of our Company and may secure the payment of any sums of money received, raised or borrowed; prov ided that the total amount borrowed by our Company (apart from temporary loans obtained from our Company"s Bankers in the ordinary course of business) shall not without the consent of our Company in Genera l Meeting exceed Rs. 500 crores.
The Board of Directors of our Company has power to borrow up to Rs. 500 crores as per the members" resolution passed in the AGM of our Company held on October 24, 2009.
NO qualification shares
I. Rights of members rega rding voting, .dividend , lien on shares and the process for modification of such rights and forfeitu re of shares . h '-', J.- .
Restriction on exercise of voting rights of members who have not paid ca lls ,f8 C (J'~, I
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600 034.
No member sha ll exercise any voting rights in respect of any shares registered in his name on which any ca lls or other sums presently paya l by him have not been paid or in regard to which the Company has exercised any right of lien.
Number of votes to which member entitled Subject to the provisions of Article 11 2 every member of the Company, holding any equity share capital and otherwise entitled to vote shall , on a show of hands when present in person (or being a body corporate presel , by a representative duly authorized) have one vote and on a poll , when present in person (including a body corporate by a duly authorized representative) or by an agent duly authorized under a Power of Attorney or by proxy, his voting right shall be in proportion to his share of the paidup equ ity share capital of the Company. Provided however, if any preference share-holder be present at any meeting of the Company, save as provided in clause (b) of sub-section (2) of Section 87, he shall have a right to vote on ly on resolutions before the meeting which directly affect the rights attached to his preference shares. A member is not proh ibited from exercising his voting rights on the ground that he has not held his shares or interest in the Company for any specified period preceding the date on which the vote is taken.
Votes of members of unsound mind A member of unsound mind or in respect of whom order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll , by his committee or other legal guardian and any such committee or guardian may, on a poll vote by proxy.
Votes of joint members If there be joint registered holders of any shares one of such persons may vote at any meeting personally or by an agent du ly authorized under a Power of Attorney or by proxy in respect of such shares as if he were solely, entitled thereto but the proxy so appointed shall not have any right to speak at the meeting and if more than one of such joint holders be present at any meeting either personally or by agent or by proxy, that one of the said persons so present who stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the holders shall be entitled to vote in preference to a person present by an agent du ly authorized under a Power of Attorney or by proxy although the name of such person present by agent or proxy stands first or higher in the register in respect of such shares Several executors or administrators of a deceased member in whose name shares stand shall for the purpose of these Articles be deemed joint holders _ thereof. ~{~.,.~ v
t?,~ \ Company"s lien on shares/debentures.
The company shall have a first and paramount lien upon all the shares/debentures (other than fully paid-up shares/debentures) reg istered
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034.
in the name of each member (whether solely of jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) ca lled or payable at a fi xed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this article will have full effect. And such lien sha ll extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the company"s lien if any, on such shares/debentures wholly or in pa rt to be exempt from the provisions of this clause.
Forfeiture Of Shares If money payable on share not paid notice to be given If any member fails to pay the whole or any part of any ca ll or any installment of a ca ll on or before the day appointed for the payment of the same or any such extension thereof, the Board of Directors may, at any time thereafter, during such time as the ca ll for installment remains unpaid, give notice to his requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.
Sum payable on allotment to be deemed a ca ll For the purposes of the provisions of these presents relating to forfeiture of shares the sum payable upon allotment in respect of a share shall be deemed to be a ca ll payable upon such share on the day of allotment
In default of payment shares to be forfeited If the requirements of any such notice as aforesaid are not complied with any share or shares in respect of which such notice has been given may at any time thereafter before payment of all ca lls or installments, interests and expenses dUe' in respect thereof, be forfeited by a reso lution of the Board of Directors I lat effect. Such forfeiture shall include all dividends declared or any oth loneys payable in respect of the forfeited shares and not actually p, d ore the forfe iture.
Notice of forfeiture to a member When any share shall have been so forfeited, notice of I ' be given to the member in whose name it stood immedl, forfeiture and an entry of the forfeiture, with the date the I , be made in the Register of Members, but no forfeiture sh, manner invalidated by any omission or neg lect to give SUI
make any such entry as aforesaid .
.; iture shall )rior to the shall forthwith Ie In any lotice or to
Forfeited share to be the property of the Company and may be so ld etc. Any share so forfeited, shall be deemed to be the property of the Company and may be sold , re-allotted or otherwise disposed off, either to
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034. Tel : +91-44-48677705 Email: [email protected] Web: mvel.co.in.
/
( T)id (1lleY Entertainment Limited
the original holder or to any other person , upon such terms and in such manner as the Board of Directors shall think fit.
Effect of forfeiture The forfeiture of a share shall involve the extinction at the time of the forfeiture of all interest in and all cla ims and demand against the Company in respect of the share and all other rights incidental to the share, except only such of those rights as by thes() I Ilcies are expressly saved.
Power to annul forfeiture The Board of Directors may at any have been sold , re-allotted or othr thereof upon such conditions as
efore any share so forfeited shall Jisposed off, annul the forfeiture ; fit.
Provisions of these Articles as to forfr any sum
The provisions of these Al ii non-payment of any SUITI \ payable at a fixed time, wi share or by way of prel1l ll a call duly made and nol l
) apply in case of non-payment of
to forfeiture shall apply in the case of y the terms of issue of a share becomes
on account of the nominal value of a , if the same had been payable by virtue of
Cancellation of share certificate , spect of forfeited shares Upon sale, re-allotment Oller disposal, under the provisions of these Articles, the certificate or c tificates originally issued in respect of the relative shares shall (unle, , the same shall on demand by the Company have been previously sUr! c)ndered to it by the defaulting member) stand cancelled and become null and void and of no effect and the Directors shall be entitled to issue a new certificate or certificates in respect of the said shares to the person or persons entitled thereto.
Surrender of Shares The Directors may, subject to the provisions of the Act, accept a surrender of any share from any member desirous of surrendering on such terms and conditions as they think fit.
J. Restrictions, if any, on transfer and transmission of shares/debentures and on their consolidation/splitting.
No restrictions
K. Revaluation of assets, if any (during last five years).
The company did not revalue any asset during last 5 years
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600 034. Tel : +91-44-48677705 Email : [email protected] Web : mveLco.in.
,-,Ltc Y Entertainment Limited
L. Material contracls and inspection of documents- how made available NI L
M. No of Employ, Nine
N. Latest Sharel , " ling Pattern
Shareholding Details on 30/9/2018
t '.l test as
Promoter and Promo ler Group
Public Shareholding
Shares held by custo
aga inst DRs issued b
dians
y the company
TOTAL
O. Business:
No. of shares
12803807
21420762
Nil
34224569
% of No of shares % of total in demat holding in share- demat holding
37.4 1 12687710 99.09
62.59 18745476 87.51
100 31433786 91.85
1. Nature of the products - consumer/industrial and end-users
Media & entertainment
B to B as well as B to C
2. Plant and machinery, technology, process, etc.
No Shares Pledged
nil
nil
Content is generated through electronic process and is transmitted through various access network ca lled content delivery networks.
3. Collaboration, any performance guarantee or assistance in marketing by the collaborators
NA
of % of pledge d shares
4. £'l\L~'"
Infrastructure facilities for raw materials and utilities like water, electricity, et;p' (!-"1~~ NA . \~~
I /
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034.
5. Approach to marketing and proposed marketing set up.
The company is in talks with Content Delevary Network providers to place its content
6. Export possibilities and export obl igations, if any (in case of a company providing any "service" particulars, as applicable, be furnished) .
Content knows no language or country barrier. The company intends to be a international player on Indian content
7. Future prospects - expected capacity utilization during the first three years from the date of commencement of production, and the expected year when the company would be able to earn cash profits and net profits .
The media and entertainment industry is growing at 18% CARG. Midvalley is expected to make profits in the FY 18-19 itself. The company is entering in the emerging area of OTT platforms and is expected to bea sign ificant player in this segment
P. Litigation :
1. Outstanding pertaining to -
(/) matters likely to affect operation and finances of the company including disputed tax liabilities of any nature; and
(ii) criminal prosecution launched against the company and the directors for alleged offences
Q. Particulars of default, if any, in meeting statu tory dues, institutional dues, and towards instrument holders like debentures, fixed deposits, and arrears on cumulative preference shares, etc. (also give the same particulars about the companies promoted by the same private promoters and listed on stock exchanges) .
The company has to pay the income tax and the fringe benefit tax for the year ended 2006, 2007, 2008, 2009 and 2010 amounting to 36.42 lacs 575.40 lacs 351.17 lacs 47.76 lacs 77.60 lacs respectivf I and fringe benefit tax. The company liable to pay 61.71 lacs delayed payment of assessment year 2003 which is pending before the first level of appea l CIT ; Jeals Chennai
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034. Tel : +91-44-48677705 Email : [email protected] Web: mvel.co.in.
( T )id ~lleY Entertainment Limited
R Financial information'
Rs Lakhs.
(Latest year ended) (Half Year)
31-3-18 Sep-2018
Sales 0 22.60
Total Income 0 22.60
Expend iture 548.63 276.18
Profit bef Tax (-)548.63 (-)253.58
Prav for Tax
Profit aft Tax (-)548.63 (-)253.58
Share Capital 3422.46 3422.46
Acc. Profit (-)3298.79 (-)3552.37
Total Reserves 2817.22 2563.64
Net worth 6239.68 5986.10
Declaration:
No statement made under this Information Memorandum contravenes any of the provisions of Companies Act, 1956 1 Companies Act 2013, as may be appl icable and the rules made thereunder. All the legal requirement connected with the listing Irevocation of suspension of trading in equity of shares of our company and also the guidelines, instructions etc. issued by SEBI, Government and any other competent authority in this behalf have been duly comp lied with. All information contained in this document is true and correct.
Name and Signature of (Managing Director)
D te: 19/11/2018
9A, 9th Floor, GEE GEE Emerald, No : 312, Valluvar Kottam High Road. Nungambakkam, Chennai - 600 034. Tel : +91-44-48677705 Email : [email protected]. in Web: mvel.co.in.
