Private treaties: boon or bane for BCCL?
BCCL was the first media company in India to accept equity shares in lieu of money for advertising space. Others followed thereafter. Here are excerpts from the April 2010 report of the sub-committee of the Press Council of India (PCI) entitled “Paid News: How Corruption in the Indian Media Undermines Democracy” which is available on the Council’s website. The writer of this article was co-author of the sub-committee’s report as a member of the PCI.
“BCCL devised … (an) ‘innovative’ marketing and PR (public relations) strategy. In 2005, ten companies, including Videocon India and Kinetic Motors, allotted unknown amounts of equity shares to BCCL as part of a deal to enable these firms to receive advertising space in BCCL-owned media ventures. The success of the scheme turned BCCL into one of the largest private equity investors in India. At the end of 2007, the media company boasted of investments in 140 companies in aviation, media, retail and entertainment, among other sectors, valued at an estimated Rs 1,500 crore. According to an interview given by a senior BCCL representative (S. Sivakumar) to a website (medianama.com) in July 2008, the company had between 175 and 200 private treaty clients with an average deal size of between Rs 15 crore and Rs 20 crore implying an aggregate investment that could vary between Rs 2,600 crore and Rs 4,000 crore.
“It is a separate matter that the fall in stock-market indices in 2008 robbed some of the sheen off the ‘private treaties’ scheme for the BCCL management. While the value of BCCL’s holdings in partner companies came down, the media company had to meet its commitments to provide advertising space at old ‘inflated’ valuations which also had to be shown as assessable taxable income for BCCL on which corporation tax is levied.
“Even as the private treaties scheme was apparently aimed at undermining competition to the TOI, a number of the newspaper’s competitors as well as television channels started similar schemes. The ‘private treaties’ scheme pioneered in the Indian media by BCCL involves giving advertising space to private corporate entities/advertisers in exchange for equity investment--the company officially denies that it also provides favourable editorial coverage to its ‘private treaty’ clients and/or blacks out adverse comment against its clients.
“While BCCL representatives denied receiving money for providing favourable editorial space, the integrity of news was compromised. In advertisements published in the Economic Times and the TOI celebrating the success of the group’s private treaties, on December 4, 2009, the Mumbai edition of the newspapers published a half-page colour advertisement titled ‘How to perform the Great Indian Rope Trick’ and cited the case of Pantaloon. What was being referred to was how Pantaloon’s strategic partnership with the TOI group had paid off. The advertisement read: ‘…with the added advantage of being a media house, Times Private Treaties, went beyond the usual role of an investor by not straining the partner’s cash flows. It was because of the unparalleled advertising muscle of India’s leading media conglomerate. As Pantaloon furiously expanded, Times Private Treaties (TPT) ensured that (it) was never short on demand. The TPT has a better phrase for it--business sense’.”
In an interview published in Outlook (November 1, 2010), Ravi Dhariwal, chief executive officer of BCCL, justified his company’s private treaties scheme. Here are verbatim excerpts from the interview by Anjali Puri:
Let’s get your word on … (a) controversial issue—private treaties.
Ninety-nine per cent of journalists don’t understand what private treaties are. Private treaties are just a way by which the advertising is paid for, not in cash, but in equity. Just like a cash advertiser cannot expect to influence editorial, no private treaty client can expect to influence editorial. He signs a contract that clearly states that he will not get favourable editorial coverage. Our editors don’t even know who our private treaty clients are.
You must be aware of SEBI’s (Securities and Exchange Board of India’s) guidelines—that when you publish stories about companies you have private treaties with, you must state clearly how much of their equity you hold.
We have been doing that, for the last two years. We don’t have to state it in every story. We have written to SEBI, pointing out that the moment you tell a journalist that you have equity in this or that company, you are biasing him, either positively or negatively. We don’t want to bias our journalists. But if a reader is interested, we direct the reader to the relevant websites where we have disclosed this information.
That’s a cumbersome process.
If it’s an IPO, if it is price-sensitive information that SEBI should be bothered about, we always disclose a private treaty. But disclosing it in every article is unrealistic. A paper is put to bed at 11 pm at night, and we have 500 private treaty clients. Is a journalist going to keep on checking in the short time available whether we have a private treaty with this or that company?
But the Press Council has endorsed SEBI’s guidelines.
We endorse the objective of making sure that editorial is not influenced by our commercial interests. Give me one instance where our private treaty investment has had favourable editorial mention, or a story has been suppressed.
The point is, we don’t know. These are opaque areas.
Journalists know, you guys know. We believe in the objective laid down by the Press Council, we never want to do paid news.
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On June 17, 2008, the hoot.org published an article by Clifton D’Rozario entitled “How private treaties influence reporting” which pointed out that the ToI was careful to not mention the name of a real estate company (Sobha Developers) which was one of BCCL’s private treaty partners while reporting on an elevator crash accident that took place at a construction site in Bengaluru causing the death of two workers and severe injuries to seven others on 10 May that year. Other newspapers had mentioned the name of the company in their reports on the accident.
In an article for Seminar published in 2006 (), T.N. Ninan, the then editor of Business Standard, pointed out that BCCL “invests in usually mid-rung companies that are keen to jump into the big league but are perhaps without the big bucks to spend on marketing. The share purchase money is immediately taken back against the promise of guaranteed advertising in Bennett publications to build the investee company’s brand(s). Part of the deal is even said to be editorial coverage, though this remains unconfirmed.”
Sucheta Dalal, while commenting on BCCL and its private treaties, had cautioned: “Investors must know the exact list of Times PT clients (which is available on their website for easy reference) because you are least likely to hear any bad news about these companies”..
More and more Indian media companies followed BCCL in instituting shares-for-advertising scheme, including HT Media, the companies publishing Dainik Bhaskar and Dainik Jagran and television networks like Network 18 (formerly TV18) and New Delhi Television. “The trend is obviously growing considering the financial gains to the media houses, but at the cost of the reader, his right to honest and complete reporting and importantly, freedom of the press,” wrote D’Rozario in thehoot.org.
Business Standard reported on 04 May 2012 that after signing a Rs 1,600 - crore deal with Aditya Birla Nuvo, Pantaloon Retail, India’s largest retailer, stated that it would raise Rs 200 crore by issuing shares to BCCL at Rs 245 a share. After the transaction, BCCL’s stake in the company will go up from 2.12 per cent to 5.8 per cent, while the promoters’ stake (held by Kishore Biyani and his associates) will come down by 1.6 per cent to 43 per cent. Pantaloon also said it would change the name of the company to Future Retail India Limited.
However, there were not too many such transactions.
By 2009-10, it had become evident that BCCL’s private treaties scheme had not worked out the way the company’s management would have liked it to. Stock-market indices were down and the company could not reap huge profits by getting out of a select few highly-profitable companies among its many private treaty partners. Having made significant investments in equity shares of companies on which it was receiving dividends (which were, of course, much lower than anticipated), BCCL’s books recorded an increase in operating revenue without any direct cash inflow. (Incidentally, other media companies that had started similar schemes such as NDTV discontinued these as share values remained low.)
Medianet: News or Advertising?
According to the Indian Express (October 30, 2012), while Ravi Dhariwal, CEO of BCCL, was busy praising his newspapers (ToI and ET) at a seminar organised by the Confederation of Indian Industry (CII) in Delhi, Amit Khanna, Chairman of Anil Ambani’s Big Reliance Entertainment told Dhariwal that he had once approached one of his newspapers to cover a film festival but was asked to contact BCCL’s Medianet team, which asked for money for coverage. Others in the audience also asked Dhariwal about the paid “pull-outs” of his newspapers. BCCL’s CEO was reportedly not in the least flustered and responded in an unperturbed manner that people seeking publicity in his newspapers must pay for coverage. The editors of his newspapers, he claimed, were free and picked news items that were in the public interest.
This was the most recent example of a phenomenon that has been in vogue in the company for some years now. As the April 2010 PCI sub-committee’s report on “Paid News” observed:
“In the 1980s, after Samir Jain became the executive head of Bennett, Coleman Company Limited (BCCL)--publishers of The Times of India… group of publications-- the rules of the Indian media game began to change. Besides initiating cut-throat cover-price competition, marketing was used creatively to make BCCL one of the most profitable media conglomerates in the country--it currently earns more profit than the rest of the publishing industries in the country put together though as a corporate group, the STAR group has in recent years recorded a higher annual turnover in particular years.
“The media phenomenon that has caused considerable outrage of late has been BCCL’s 2003 decision to start a ‘paid content’ service called Medianet, which, for a price, openly offers to send journalists to cover product launches or personality-related events. When competing newspapers pointed out the blatant violation of journalistic ethics implicit in such a practice, BCCL’s bosses argued that such ‘advertorials’ were not appearing in newspapers like the TOI itself, but only in the city-specific colour supplements that highlight society trivia rather than hard news. There was another, more blatant justification of this practice not just by BCCL but other media companies that emulated such a practice after BCCL started it. If public relations (PR) firms are already ‘bribing’ journalists to ensure that coverage of their clients is carried, what was wrong then with eliminating the intermediary – in this instance, the PR agency – it was argued.
“In many media organisations, news is sought to be distinguished from material that is paid for, called advertisements or ‘advertorials’, by using different or distinctive fonts, font sizes, boundaries and/or disclaimers such as ‘sponsored feature’ or even the letters ‘advt’ printed in a miniscule font size in a corner of the advertisement--which may or may not escape the attention of the reader. However, in certain instances, even a fig-leaf of a disclaimer was done away with. For instance, a year-long series of articles on the skin-care product, Olay, in Delhi Times, the city supplement of The Times of India, would appear to have fallen into the category of ‘paid news’ even if this was denied by the newspaper. Whereas BCCL representatives have often argued that the companies private treaties scheme is open to public scrutiny since the companies in which BCCL has picked up stakes is in the public domain and listed on its official website, the influence such companies wield on editorial content is a matter of contention and debate.
“An advertising campaign by razor blade manufacturing company, Gillete, called ‘war against lazy stubble’, broadcast on the CNN-IBN television news channel, showcased features, interviews of celebrities, as well as panel discussions on the topic of whether a man should shave or not with a foregone conclusion: ‘Indian women prefer clean-shaven men’. It was claimed that the Gillette-CNN-IBN ‘exclusive partnership’ was a mutually beneficial alliance. There are many other such examples of ‘advertorials’.”
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Here’s another excerpt from the Outlook interview with BCCL CEO Ravi Dhariwal:
There was a year-long series of articles on the brand Olay in Delhi Times. It was a paid marketing campaign, but a media ethics report says this was not clear to readers.
Even if you make an advertisement, and put a circle around it, how is that important? Why is it important that it should be made clear to the reader? Are we writing something that is wrong? This kind of thing is only important to media persons. You as an editor would make a big deal about it, by saying this is my territory...
No, it creates a buzz. It gives the impression that you are endorsing a product objectively, whereas you are doing so because you are paid to.
We are not endorsing any product, and the reader understands it….
What about the controversy relating to Medianet?
Medianet only operates in our advertising supplements. There have never been any Medianet stories in our main paper, ever.
But there is no clear demarcation there, between what is paid for and what is editorial.
There is hundred per cent demarcation. Our supplements or features are not news. To say that our Education Times (a supplement) is news, or our Delhi Times (another daily supplement) is news is to change the meaning of news. They are not under the editorial control of The Times of India editor. Our main paper is news—and there is no paid news.
But does the reader understand that?
Of course he does. Do you think the reader is a fool? If we were doing something horribly wrong with Medianet, why would advertising be continuously coming to those supplements? The advertiser knows. And please look at our Medianet stories. Forget about paid or not paid; tell me where we have misled people in these stories.
Is it true that one of the reasons Medianet came into being is that deals were being made between journalists and PR agencies and you wanted to eliminate that?
Yes. A large part of the reason for Medianet was that.
But why not eradicate the corruption instead?
There is no corruption now. We are saying this is totally an advertising supplement and it is not news. We are totally opposed to paid news.
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The PCI sub-committee’s report had stated the following, quoting P. Sainath, Rural Affairs Editor of The Hindu:
“It would be a mistake to conclude that the business of paid news was confined to language dailies,’ said Shri Sainath.
“He added: ‘Even English dailies like the Vidarbha Plus (a supplement of the Times of India) published advertisements for candidates in the form of news. The Vidarbha Plus carried an advertisement disguised as news on the Congress candidate from Amravati Assembly Constituency, Shri Raosaheb Shekhawat, son of the President of India Smt Pratibha Devisingh Patil. The report carried a headline ‘Motorbike rally marks conclusions of electoral campaign’. The contents of the news item, that comprised endless praises for Shri Shekhawat, make for interesting reading. No regular reporter would ever use the language of this ‘news item’ which says, for example, that Shekhawat ‘epitomises politeness, potential and promise’ and that he is ‘blessed with extremely charming personality’, and ‘a charisma (that) attracted huge crowds throughout his campaign’. This ‘news item’ was published on the very day of polling in the Assembly elections,” said Shri Sainath.”
Dhariwal dismissed Sainath’s contention as his “personal view”. He told Outlook: “The Press Council has examined it; our reply is in the public domain. This is absolute rubbish. We would take paid news in a Vidharba paper? Why, we could have made thousands of crores by aligning ourselves with major parties like the Congress or the BJP!”
The fact is that the PCI did send a letter to Indu Jain, Chairperson, BCCL, asking her or her representatives to depose before the Council’s sub-committee on Sainath’s allegation. The company chose not to respond to this letter nor send a representative to the PCI.
On September 1, 2012, thehoot.org published an article by this writer entitled “MPs’ report refutes ToI’s Bt cotton stories, the first paragraph of which read: “Allegations leveled by Palagummi Sainath, Rural Affairs Editor of The Hindu newspaper, that its competing daily, The Times of India, published an article at the behest of Mahyco-Monsanto Biotech without disclosing this fact to its readers and subsequently gained financially from its publication, have been endorsed by a committee of Parliamentarians in a recently-published report. Whereas the report, prepared by a panel of MPs belonging to different political parties, does not mention the ToI by name but merely describes it as a ‘national daily’, the inferences are all too apparent.”
Writing in The Hoot (September 26 2012) Anjali Puri referred to an article entitled “Of Dull Jacks and Jills” that appeared on the editorial page of the ToI on August 29, 2012 under the byline of Olympic medal-winning boxer from Manipur, Mary Kom. While making a passionate plea for building playgrounds for children, the article in its last paragraph referred to “corporate giants who are coming forward to build and maintain playgrounds”. Mary Kom is a brand ambassador for commercial campaigns of the multinational corporation, Procter & Gamble, which urge consumers to buy P& G products by telling them a part of the proceeds (for three months, actually) will go towards building playgrounds “across the country” (40, actually).
Puri wrote that shortly before Mary Kom’s editorial-page pitch surfaced, an event management company hired by P&G urged shoppers to buy P&G products for the sake of playgrounds. And on the day the ToI edit page piece appeared, “Magnificent Mary”, as a P&G press release put it, led a National Sports Day rally sprinkled with starlets to demand playgrounds. The article quotes Santosh Desai, CEO of the brand consulting firm, Future Brands, as saying: “As far as advertising is concerned, it has always wanted to penetrate the sacred space of editorial, because that is where credibility lies. And now, here was editorial saying, penetrate me.”
The Hoot, on October 15, 2012, pointed out that the head of Hindustan Unilever (a major manufacturer of soaps) wrote an article on the editorial page of the ToI on the hand-washing initiatives undertaken by private companies and the Government of India. The newspaper carried full-page paid features on Lifebuoy soap (made by Hindustan Unilever) on the occasion of “Handwashing Day”. This website wondered if there had been a “package deal” of some sort between the company and the newspaper.
Research assistance: Ahana Banerjee and Purav Goswami