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HT Media Seeks To Update MoA; Advertising Agent, Digital

The board of HT Media Ltd, the publisher of Hindustan Times and Mint, and the parent company of jobs portal Shine.com and social networking site Desimartini.com, has expanded its Memorandum of Association to include business as an advertising agent, allowing it to “purchase and sell advertising time or space on any media like newspaper, magazine, pamphlet, publication, television, radio, mobile, Internet, satellite in India or abroad”. Shareholders are being asked to vote for or against the inclusion by means of a postal ballot.

We contacted HT Media about reasons for the changes, particularly the inclusion of digital media and plans “to pursue the business to act as advertising agent,to purchase and sell advertising time or space”.

According to a representative of HT Media’s Investor Relations team:

“We had a common Ad sales team for all our print properties. However, post the demerger of Hindi business in a separate subsidiary things have changed slightly as HT Media continued to sell ad space on behalf of HMVL (Hindi business) for a sales commission. This change in MOA is just to clarify that HT Media can act as agent on behalf of HMVL for selling ad space.”

So there’s no plan to set up an independent sales house like (now defunct) NDTV Media, but come to think of it, HT’s subsidiary Firely was handling sales for StudyPlaces, which was acquired by Educomp. So why not expand its operations to create a digital sales house*? While Firefly appears to have done well last quarter, an additional revenue stream wouldn’t be a bad idea for the struggling company.

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Also worth noticing are the broad segments that cover media platforms in the update. “Digital” should cover it, no?


Download the notice (pdf)

The relevant segments of the notice are as follows:

RESOLVED THAT pursuant to the provisions of Section 17 and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company be and is hereby accorded to clause III(A) of the Memorandum of Association of the Company, by inserting the following new sub clause (6) immediately after the existing sub clause (5) thereof:

6. To carry on business as advertising agent to purchase and sell advertising time or space on any media like newspaper magazine pemphlet publication television,radio,mobile,internet,satellite in india or abroad or any other kind of media currently in vogue or which may be in vogue at any time,and to act as agent or representative for any person (S) or entities for soliciting advertisement and / or any other promotional,commercial and other programmes on any form of media or medium including collection of charges and remittances thereof to principals and any other activities related to or necessary in the context of the said business.”


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Item No 1

The resolution mentioned in item No 1 of the Notice relates to the alteration of the Objects Clause of Memorandum of Association of the Company With respect to inclusion of new objects therein,as set out in the resolution.

The present business of the Company consists,inter-alia,of printing and publication of newspapers and magazines.It is proposed to pursue the business to act as advertising agent,to purchase and sell advertising time or space which is more particularly described in the resolution.The above Obects can be conveniently and advantageously combined with the existing objects/activities of the Company. If approved necessary approvals from the Government,Financial Institutions and/or Banks,as may be necessary,would be obtained in respect of such business activity in due course.Further,the Board of Directors of the Company at the meeting held on 10th May 2010 has approved the above proposal.

Pursuant to the provisions of Section 17 of the Companies Act 1956,the Objects Clause of the Memorandum of Association of the Company can be altered by a Special Resolution passed by the Members.

Accordingly,the Members are,if deemed fit by them,requested to pass the resolution as a Special Resolution.

A copy of the Memorandum and Articles of Association of the Company bearing the proposed amendment as set out in the resolution is available for inspection by the Members at the Registered Office of the Company on all working days during usual business hours upto the last date of receipt of Postal Ballot papers by the Scrutinizer ie.Friday the 9th July 2010.

The Board recommends the resolution set out in item No 1 of the Notice for your approval as Special Resolution.

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None of the Directors of the Company are in anyway concerned or interested in the resolution.

* Disclosure: MediaNama is represented by a digital sales house, Addroit Media

HT Media: Education Portal; Cap Of Rs. 30-35Cr EBITDA Loss Per Year For Internet Investments
HT Media Reports Internet Revenues Of Rs. 56.10M For FY10; Losses Reduce

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