NDTV wants to ban mobile phones at its AGM

UPDATED: 7 September 19:08 with response received by Mr Malik from NDTV

New Delhi Television Ltd (NDTV), which projects itself as the champion of free speech and public causes, has decided to bar its shareholders, who are co-owners, from carrying mobile phones, bags and other accessories during its annual general meeting (AGM) scheduled for 21 September 2017 at Delhi. This probably is the first time that a listed company want to go to such extremes to prevent deliberations at the board meeting from being know to the outside world, including potential investors. If permitted to do so, this will be a bad precedent, which will be quickly adopted by most companies, especially those who have a lot to hide. Normally, the media is allowed to attend AGMs, it is not clear whether NDTV, a media house, will bar the media from attending, or from carrying their mobiles, recorders and cameras to the meeting. So far, mobile phones are only barred at meetings where senior politicians, facing a security threat are in attendance and it causes great irritation. Is NDTV also trying to discourage investors from attending?

We asked a cross section of people to get their views and also wrote to the company (co-founder Dr Prannoy Roy) and the market regulator Securities and Exchange Board of India (SEBI) for their feedback and we will update this article when we hear from them. The issue came to our attention when Veeresh Malik, an investor, who once did a show for NDTV, wrote a strong letter criticising the action. He emailed the company secretary and legal head of NDTV asking why mobiles had been banned during the AGM.

Mr Malik (who also contributes to Moneylife) in his email wrote, "With respect to (wrt) your notice for AGM on 21 September 2017, as a shareholder in good standing at NDTV, I draw your kind attention to Note 7 wrt carrying of mobile phones being banned for security reasons. http://www.bseindia.com/xml-data/corpfiling/AttachHis/a2b4e1c9-e173-413b-a591-3e142a7b5566.pdf This is totally unreasonable, as mobile phones are permitted to be carried everywhere, including aircraft and even more security sensitive locations. Is this so-called 'security reason' a means to ban freedom of expression by shareholders, perchance?”

He has not received a response.

Commenting on NDTV's direction not to carry mobile phones during its upcoming AGM, Virendra Jain, President, Midas Touch Investors Association, says, "NDTV's unilateral decision to ban shareholders to carry mobiles in the AGM is ridiculous, apparently. Obviously, the management is scared to make the actual deliberations, proceedings, audio-visuals etc. known to public and wants to hide them. Why? It is a red flag, for stifling transparency and shareholders rights. Emergency imposed for (small) shareholders in AGM! All the more reason why this retrograde decision ought to be opposed and condemned."

On hearing about the ban, one shareholder tells us, “It is ironic that the management of a media company, which has invoked the Writ jurisdiction of the Supreme Court under Article 32 of the Constitution to uphold the fundamental right of freedom of speech and expression as guaranteed under Article 19 of constitution on mere issuance of a show cause notice from Government, has now itself put a clause of not bringing mobile phones in an AGM. Such restriction is patently unreasonable and unlawful and violates the fundamental right of all shareholders to attend the AGM without any unreasonable restriction except restriction as provided under Companies Act 2013. Further, an AGM is the one where Directors and key functionaries such as a Statutory Auditors are appointed and it is these very people (Directors) who are dictating terms to Shareholders (being the supreme body)”.

In its regulatory filing, for the AGM , NDTV, under Notes, states, "Due to security reasons Mobile phones, bags and other accessories are not allowed to be carried inside the Auditorium." The AGM would be held at Air Force Auditorium in Dhaula Kuan area of New Delhi on 21 September 2107.

"This makes no sense to me at all," says R Balakrishnan, a columnist of Moneylife, adding, "As a shareholder in a company that is facing several issues, I may like to record the proceedings. This cannot be banned. An AGM is a 'public' event. There cannot be copyrights or privacy issues on this. Banning mobile phones by NDTV is a first I have heard of at any AGM. The one interpretation I can have is that NDTV does not want the outside world to know what transpires at an AGM and I can almost identify the fear. A rival channel, can have this whole AGM captured and broadcast inconvenient things. However, this is democracy and stopping it is bad."

An investment banker, who did not want to be named said, “I am surprised that NDTV, which holds itself up as a champion of free speech should resort to this restriction. The Uday Kotak committee should examine whether such restrictions also fall foul of good governance and transparency expectations”.

UPDATE: NDTV continues to cite security and claims that other media houses and companies have also prevented use of mobiles.



Responding to query from Mr Malik, here is what NDTV had said...



"(a) The policies of Airforce Auditorium, Dhaula Kuan, New Delhi (where the AGM is being held) restrict carrying among other things, cameras inside the auditorium. Since nowadays all the mobiles have inbuilt cameras, hence this restriction is applicable on mobile phones as well.



(b) This is not for the first time such a request has been made in the AGM Notice of the Company. In fact this has been followed for the last many years.



(c) It would be unfair and incorrect to single out NDTV for putting such restriction- in fact many other companies such as HT Media Limited , NTPC, Moil Limited, EIH Limited have also restricted carrying mobile phones inside the auditorium.



(d) NDTV has always stood for fearless journalism- transparency is in our DNA and we definitely encourage our shareholders to attend the general meetings and interact with the management. We believe that such a restriction should be taken as a matter of cooperation for security reasons for a limited period of time rather than " a means to ban freedom of expression by shareholders", as you have the statutory right to discuss about the Company at such Annual General Meeting.



(e) We always make suitable arrangements at the AGM venue, where the shareholders can deposit their belongings, including mobile phones before entering the auditorium and can collect the same while leaving the meeting."

Some investors called the Air Force Auditorium and explicitly asked if there are any restrictions on carrying cameras or mobile phones in the Auditorium as it is a defence area. They were told that there were no such restrictions.

We sent emails to Dr Roy, co-founder and executive co-chairperson of NDTV. We will update this story with NDTV response as and when we receive it.