UFO Moviez India Ltd

UFO Moviez India Ltd. (UFO) is Indias largest digital cinema distribution network and incinema advertising platform in terms of number of screens. UFO operates Indias largest satellitebased, digital cinema distribution network using its UFOM4 platform, as well as Indias largest DCinema network. UFOs digitization and delivery model has been a key driver of extensive digitization of Indian cinemas and has enabled widespread, same day release of movies across India. UFO delivers movies to theatres across the country in MPEG 4 format (ECinema), using satellites, as well as in JPEG 2000 (DCinema) formats using physical devices. UFOs incinema advertising platform enables advertisers to reach a targeted, captive audience with high flexibility and control over the advertising process. The logistics of advertising is simplified by UFO as it controls, schedules and manages all advertising on its network of 3,897 screens across both Premium and Mass Market Segments. UFO has created a panIndia, highimpact, incinema advertising platform with generally longterm advertising rights to 3,897 screens under revenue share deals with the theaters, with an aggregate seating capacity of approximately 17.5 lac viewers and a reach of 1,363 cities and towns across India, as on March 31, 2018.Caravan Talkies housed under Valuable Digital Screens Private Limited (VDSPL), a subsidiary of UFO, provides movie screenings with low capital expenditure in underpenetrated, mediadark parts of rural India through its cinemaonwheels solution, creating a unique opportunity for advertisers to reach captive audiences by partnering with various brands. Movies are screened free to viewers and Caravan Talkies derives its revenues through advertising. This is an effective advertisement platform for the Government and Corporates targeting rural markets. VDSPL under NOVA Cinemaz encourages local entrepreneurs to own and operate NOVA Cinemaz branded theaters in various part of the Country. UFO Moviez India Ltd (UFO) was originally incorporated as a private limited company under the name of Valuable Media Private Limited under the Companies Act, 1956 and received a certificate of incorporation dated June 14, 2004 from the Registrar of Companies, Maharashtra at Mumbai. Thereafter pursuant to a resolution of the shareholders passed at the extraordinary general meeting on August 17, 2006, the name of the Company was changed to UFO India Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Maharashtra at Mumbai on August 31, 2006. The reason for the change of name was to align the name of the company with the brand offerings. Pursuant to a resolution of the shareholders passed at the extraordinary general meeting held on October 11, 2006, The Company was converted into a public company and its name was changed to UFO India Limited and a fresh certificate of incorporation consequent upon change of name on conversion to a public limited company was issued by the Registrar of Companies, Maharashtra at Mumbai on November 10, 2006. Further, pursuant to the scheme of amalgamation approved by the Delhi High CThet through its order dated May 19, 2008, UFO Moviez Limited, The erstwhile holding company, was amalgamated with and into UFO India Limited. Subsequently, pursuant to a resolution of the shareholders passed at the extraordinary general meeting held on June 5, 2008, the name of The Company was changed to UFO Moviez India Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on June 12, 2008. The reason for the change of name was the amalgamation.Incorporated in 2004, the company in 2005 entered into the first agreement for appointment of an exhibition franchisee in connection with the installation of ECinema digital cinema system and launch of digital cinema business of the Company in India. In 2006, Edridge Limited (a subsidiary of UFO Moviez Limited (formerly known as Zefaan Media Private Limited) acquired a 51% stake in UFO International Private Limited, the entity holding software and intellectual property related to UFOM4 technology, from DG2L Technologies Pte. Ltd., Singapore. In 2008, the company launched its incinema advertising platform. The company got Sanction of the scheme of amalgamation by the High Court of Delhi pursuant to which UFO Moviez Limited, the erstwhile holding company, merged with and into the Company. The company also signed agreement with Southern Digital Screenz India Private Limited (SDS) for installation of UFOM4 digital cinema systems in southern India.In 2010, the company got First nonfilm application of UFO M4 technology in which the Company acted as the technology service provider for enabling exhibition of live cricket matches in theatres across the country in 2D and 3D formats. In 2011, the company made Investment in SDS and DCI solution provider Scrabble Entertainment Limited (Scrabble) and also launched operations in U.A.E., Bahrain, Kuwait, Qatar, Lebanon, Oman and Jordan through the Subsidiary, SEJLT. In 2013, the company incorporated SVLLC and SVM, the Associates, to launch operations in North America (USA and Mexico). In 2014, the company entered into an agreement for acquisition of VDSPL and in 2015 the company completed acquisition of 80% interest of VDSPL.Post listing of UFOs equity shares on the stock exchanges with effect from May 14, 2015 it ceased to be a foreign owned and controlled company in terms of the provisions of Foreign Exchange Management Act (FEMA). During the financial year ended 31 March 2016, UFO digitally delivered 1,738 movies in 25 languages to 5,034 screens with an aggregate seating capacity of approximately 2.15 million viewers spread across 30 States and Union territories in India and in Nepal. During the year, UFOs incinema Advertisement platform delivered an estimated viewership of over 10 million on a monthly basis. During the year under review, as many as 2,556 advertisers, both from the private and government sector, advertised on UFOs network, compared with 1,724 advertisers in the previous fiscal.During the year under review, Caravan Talkies added 90 vans taking the total count to 114 vans out of which 91 vans became operational. During the year under review, UFO also launched a Franchise brand NOVA CINEMAS under VDSPL for creating new growth lever for the company, which is also the companys longterm vision. Through NOVA CINEMAS, UFO focuses on creating additional UFO customer base in India by providing endtoend consulting services to local entrepreneur to develop new exhibition centers.UFO made an investment of Rs. 140 million in Southern Digital Screenz India Private Limited (SDS), a subsidiary company of the company, by purchasing 680,117 (representing 15.82% of equity share capital of SDS) equity shares from existing shareholders of SDS on June 20, 2016. Post this acquisition, SDS became a wholly owned subsidiary of the Company.On July 26, 2016, the Board of Directors of UFO Moviez India Ltd. (UFO) approved the Scheme of Arrangement for the amalgamation of Companys wholly owned subsidiaries including step down subsidiaries namely Southern Digital Screenz India Private Limited (SDS), V. N. Films Private Limited (VNFPL), Edridge Limited (EL) and UFO International Limited (UIL) (together referred to as the merging companies) with the company, subject to all the necessary statutory / regulatory approvals..During the financial year ended 31 March 2017, UFO digitally delivered 1,790 movies in 25 languages to 5,105 screens with aggregate seating capacity of approximately 2.1 million viewers per show spread across 30 States and Union territories in India and Nepal. During the year, UFOs incinema Advertisement platform delivered an estimated viewership of over 100 million eyeballs on a monthly basis. During the year, 2,824 advertisers from the private and Government sector advertised on UFOs network compared with 2,556 advertisers in the previous fiscal year 2016. During the year, Caravan Talkies which operates in rural areas was adversely impacted due to demonetization of high currency notesThe Board of Directors of UFO at its meeting held on May 17, 2017 approved purchase of 66,609 equity shares of Scrabble Entertainment Limited (Scrabble), a subsidiary company of the company, from the existing equity shareholder of Scrabble at a total consideration of Rs. 145.34 million. After completion of share transfer formalities Scrabble will become wholly owned subsidiary of the company.On December 16, 2017, UFO issued and allotted 7,50,000 equity shares and 15,25,000 share warrants, each convertible into one equity share on a preferential basis to the promoters of the company. The preferential allotment proceeds will be used for general corporate purposes (which could include partly funding the Companys acquisition of shares in Qube Digital Cinema Private Limited) and to fund the long term growth of the Company. The equity shares and share warrants were allotted at an issue price of Rs. 400.13/ each. The company allotted 7,50,000 equity shares to Valuable Media Limited at an issue price of Rs. 400.13/ each, aggregating to Rs. 3,000.98 Lacs and 2,50,000 share warrants to Mr. Sanjay Gaikwad 2,50,000 share warrants to Mr. Narendra Hete and 10,25,000 share warrants to Valuable Media Limited aggregating to Rs. 6,101.98 Lacs. The share warrants are exercisable with a period of 18 months from the date of their allotment i.e. December 16, 2017, in one or more tranches.During the year ended 31 March 2018, UFO made an investment of Rs. 1 Lac in PJSA Technosoft Private Limited (PJSA) by purchasing 10,000 (representing 100% of equity share capital of PJSA) equity shares from existing shareholders of PJSA. Post this acquisition, PJSA became a wholly owned subsidiary of the Company.During the year under review, UFO digitally delivered 1,822 movies (including dubbed versions) in 23 languages to 5,322 screens having aggregate seating capacity of approximately 21.2 lac viewers per show spread across 30 States and Union territories in India and Nepal.The shareholders of UFO Moviez India Limited (UFO) vide their meeting held on May 21, 2018 approved the Composite Scheme of Arrangement and Amalgamation amongst UFO and Qube Cinema Technologies Private Limited (QCTPL) and Qube Digital Cinema Private Limited (QDCPL) and Moviebuff Private Limited (MPL) and PJSA Technosoft Private Limited (PJSA) and their respective shareholders and creditors (Scheme). On May 25, 2018 the Company has filed the petition with the National Company Law Tribunal, Mumbai Bench to obtain its sanction embodied to the aforesaid Scheme. The said Composite Scheme of Arrangement and Amalgamation (Scheme) will operate simultaneously in four stages. The the businesses of QCTPL which are synergic with the company will be demerged into QDCPL on a going concern basis leaving behind businesses in QCTPL that are not synergic or have limited growth potential. The Scheme involves amalgamation of MPL which holds various intellectual properties into QDCPL and thereby consolidating and combining the businesses of QCTPL and MPL in QDCPL and consequent dissolution of MPL without winding up. The Scheme involves amalgamation of QDCPL into UFO and consequent dissolution of QDCPL without winding up. The Scheme involves slump sale of the transferred undertaking of UFO into PJSA.QCTPL and UFO are engaged in similar business. UFO has developed an efficient satellite delivery mechanism for delivery of content into theatres using MPEG4 technology. QCTPL, on the other hand, uses MPEG2 technology and also developed its own DCI compliant servers. The resultant entity will thus have all the complementary technologies at its disposal and will be in a position to offer its clients a comprehensive bouquet of services. Additionally, based on evaluation of technologies, the resultant entity will be able to use best features of these technologies for growth of its business in a competitive manner. While QCTPL has a very strong presence in southern regions of India, UFO has a higher number of its screens in northern regions with reasonable presence in southern regions of India. Thus, the proposed restructuring will ensure an all India presence for the combined entity thereby facilitating provision of wholesome offering across the country to its advertising clients. This will help in substantial growth of the advertising business for the resultant company. The Scheme will bring about synergy of operations and benefit of scale since duplication of administrative efforts and legal and regulatory compliances will be unified. The Scheme will provide an opportunity to employees and shareholders of QCTPL to become part of a listed entity. The resultant entity will be able to provide better and more efficient and comprehensive services to all the stakeholders of the industry such as exhibitors, distributors, advertisers etc.QCTPL has developed certain new software, technologies and processes (QCTPL Products) which are currently in the process of commercialization. UFO, in addition to its screen network in India, also has a network of screens overseas. QCTPL products have global application and the combined network post amalgamation will allow faster monetization of QCTPL products not only in India but overseas as well. Post merger of QDCPL into UFO, the business relating to the QCTPL Products i.e. IP business will be hived off into PJSA, thereby creating pure technology play. The IP business derives value significantly from the technical expertise and talent of the QCTPL promoters.Further, synergies will be derived from such talent acquisitions pursuant to the Scheme. Accordingly, the continual support of the QCTPL promoters would be required upon implementation of the Scheme for the technology aspects.