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ASIAN CASE RESEARCH JOURNAL, VOL.

21, ISSUE 1, 231–251 (2017)

ACRJ
The Challenges at JSW Steel:
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

This case was prepared by


Professor Pitabas Mohanty Brand Valuation and Corporate
and Professor Tina Stephen
of XLRI — Xavier School Governance Issues
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

of Management, Jamshedpur,
India and, as a basis for class
discussion rather than to
illustrate either an effective INTRODUCTION
or ineffective handling of an
administrative or business
situation. The management of JSW Steel announced in its 2014 Annual
Report that the “JSW” brand belonged to a private company
Please address all correspond-
ence to Professor Pitabas called JSW Investments Private Limited, owned by the wife of
Mohanty, XLRI, CH Area the Chairman of JSW Steel. The annual report also proposed
(East), Jamshedpur, Jharkhand
831001, India. E-mail: to pay 0.25% of the net consolidated revenue of JSW Steel to
pitabasm@xlri.ac.in
JSWIPL for the use and promotion of the brand.1 The share-
holders received the annual report and a list of 24 resolutions
(including this special resolution) on which the shareholders
needed to vote in the annual general meeting to be held on
31 July 2014. The stock price of JSW Steel decreased by almost
6% in the month following this announcement, when stock
prices of other steel companies increased by around 4%.
Corporate governance experts termed this decision
of JSW Steel as “abusive” and argued that this was against
the interests of the minority shareholders. “The brand has
evolved over the years and cannot suddenly become the
private property of the promoters.”2 However, the company
defended its decision by saying that this was a standard
practice followed by other group companies in India and
there was nothing unusual about it. In reply to a clarifica-
tion sought by the Mumbai Stock Exchange of India, in which

1Annual Report, JSW Steel, 2013–14.


2“JSW Steel wants to pay promoter’s wife for brand promotion”, Business Standard,
dated 29 July 2014. 

© 2017 by World Scientific Publishing Co. DOI: 10.1142/S0218927517500080

S0218927517500080.indd 231 22-06-17 11:37:42 AM


232 ACRJ

the stocks of JSW Steel are listed, the company said “There
is nothing unusual or abusive in this transaction and JSW
Steel adheres to best corporate governance practices in all its
actions.”3

BACKGROUND OF JSW STEEL


by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

JSW Steel (formerly known as Jindal Vijaynagar Steel


Limited) belongs to the $11 billion JSW Business Group of
India, which is part of the O. P. Jindal Group of India. Mr.
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

Om Prakash Jindal, the founder of the O. P. Jindal group


divided all the companies among his four sons prior to his
death in March 2005. Mr. Sajjan Jindal, the second son of Mr.
O. P. Jindal, got the charge of Jindal Vijayanagar Steel ( JVSL)
and Jindal Iron and Steel Company ( JISCO).4 These two com-
panies got merged in 2005 and the name of the company was
changed to JSW Steel on 16 June 2005.5
JSW Steel acquired Euro Ikon Iron & Steel Pvt. Ltd,
Euro Coke & Energy Pvt. Ltd, and JSW Power Ltd and
merged them with JSW Steel in 2005.6 After the acquisition
of JSW ISPAT Steel in 2013, the total capacity of JSW Steel
increased to 14.3 MTPA7 making it the largest steel company
in India. Steel Authority of India with a total capacity of 14
MTPA and Tata Steel with a capacity of 9.7 MTPA8 were the
other leading players in the steel industry.
JSW Steel has six plants located in Karnataka, Tamil
Nadu and Maharashtra. The company has also signed a
Memorandum of Understanding (MOU) with the Govern-
ment of Jharkhand for setting up a 10 MTPA integrated steel

3http://www.moneycontrol.com/stocks/stock_market/

corp_notices.php?autono=836076 
4Steel tycoon OP Jindal dies in air crash, Business Standard, 1 April 2005.  
5JSW Steel filings with SEBI.  
6JVSL Board Okays acquisition of three companies, Business Standard, May 11, 2005. 
7Ibid. 5 
8Tata Steel had a total capacity of 33.5 MTPA. However, its plants located in India

had a total capacity of only 9.7 MTPA in early 2014. Source: Tata Steel’s Capacity to
go up to 33.5 MTPA by 2014, Economic Times, July 18, 2012.  

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THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES 233

plant in Jharkhand.9 It is a vertically integrated company with


operations spanning from iron ore mining to manufacturing
to value added steel. JSW Steel’s plants are eco-friendly, use
the latest technology for both upstream and downstream pro-
cesses. Its plant located in Vijaynagar has the most modern
CRM plant in the world.10 In 2011, JSW Steel entered into a
Joint Venture with Marubei-Hochu Steel of Japan. Its partner-
ship with Marubei (along with Severfield Rowen Plc) make
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

its plants one of the lowest cost producers of steel in the


world.11
Promoters own 36.17% of the total shares of JSW
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

Steel. JSW Investments Private Limited owns 5.21% shares


(included in the 36.17% figure). JSW Holdings Limited
(7.15%), JSW Power Trading (2.9%), JSW Energy (2.56%) are
some of the other group companies that own shares in JSW
Steel. Companies in India belonging to a particular business
group often hold shares in other group companies, thereby
allowing the promoters to increase their stake in the group
companies. Thus for example, JSW Steel holds around 6%
shares in JSW Energy, whereas JSW Energy holds 2.56%
shares in JSW Steel. Exhibit 1A gives the broad shareholding
pattern of JSW Steel as on 31 March 2014. Exhibit 1B gives
the list of top 10 shareholders (from the promoter group) of
JSW Steel.
For the 2013–14 Fiscal, JSW Steel reported net sales of
Rs. 452.98 billion and net income of Rs. 13.55 billion. In the
consolidated financial statements, JSW Steel reported Rs. 504.09
billion of net sales and net income of Rs. 4.52 billion. The
consolidated financials include the financials of subsidiaries
like JSW Bengal Steel, JSW Jharkhand Steel, Amba River
Coke, Padder Realty Private Limited, JSW Steel (Netherlands),
JSW Natural Resources, etc. Exhibit 2 provides the relevant
financials of JSW Steel.

9http://www.jsw.in/Steel/inner_page.php?id=4&mid=1 
10http://www.abb.co.in/cawp/seitp202/c5a2418af3cdffe865257a2a0016b581.aspx 
11www.ibef.org/industry/steel.aspx 

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234  ACRJ

STEEL INDUSTRY IN INDIA

Indian steel industry is the fourth largest in the world, after


China, Japan and the U.S. with a total crude steel produc-
tion of 81.54 MT and finished steel production of 85.05 MT
in 2014.12 The private sector dominates the steel produc-
tion process in India with about 80% market share. Exhibit 3
compares JSW Steel’s financials with its peers.
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

There were only 3 steel plants in India in 1947, when


India got independence. However, in 2014, there are 13 large
integrated steel plants in India. In addition to twelve public
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

sector companies and nine large private sector companies,


there are 47 Electric Arc Furnace (ARF) based steel plants
and 1,354 Induction Furnace (IF) units that are manufacturing
steel in India.13
The steel industry requires iron ore, coal and refractory
materials as inputs. Almost 25% of the iron ore reserves of the
world are available in India. Most of these raw materials are
available in the states of Jharkhand, Odisha, Chattisgarh, West
Bengal, Maharashtra and Madhya Pradesh and therefore,
most of the integrated steel plants are found in these states.
The total demand for steel was higher than the total
production in India and the difference was being met by
import of steel till 2013. India became a net exporter of steel
for the first time in 2013–14. Construction sector accounts for
63% of the total demand, followed by the engineering and
fabrication sector (22%), automobile sector (10%) and pack-
aging and transportation sector (5%).14
Most analysts are bullish about the future of the
steel sector in India. After a change in the Government in
2014, many expect the GDP growth rate to rise in the near
future. The demand for steel is closely related to the GDP
growth and many believe the growth rate of steel industry
to be about 1.2 times the GDP growth rate.15 Secondly, the
per capital consumption of steel in India is a mere 60 kg as

12Annual Report, Ministry of Steel, Government of India.


13 Annual Report, Ministry of Steel, Government of India.
14Indian Brand Equity Foundation. 
15JSW Steel website. 

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THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  235

against the global average of 216.9 kg.16 So many analysts


normally expect steel demand to increase in India with an
increased pace in development. Though forecasting of GDP is
a hazardous game, many expect the GDP growth rate to vary
between 5 to 6% in the next five years.17

CORPORATE GOVERNANCE AT JSW VIS-À-VIS THE


by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

ISSUE AT HAND

Corporate Governance at JSW Steel


Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

As per Clause 49 of the listing agreement, all listed companies


are required to prepare a corporate governance report in each
fiscal year. All listed companies in India need to adhere to the
provisions stated in Clause 49, while forming their board of
directors. Some of the key provisions are: i) If the chairman
is an executive director, then at least 50% of the members of
the board must be independent directors, ii) The board must
meet at least four times in a given fiscal year, iii) The audit
committee must be headed by an independent director and at
least two-third of the members of the audit committee must
be independent directors, iv) The audit committee should
meet at least four times in a year, v) The audit committee
must mandatorily review significant related party transactions
submitted by the management, etc.18
JSW Steel proudly states its commitment to Corporate
Governance in its governance report. The corporate gover-
nance report of the company summarizes the corporate gov-
ernance philosophy of JSW, when it states “… the company
has laid a strong foundation for making corporate gover-
nance a way of life by constituting a Board with a balanced
mix of experts of eminence and integrity … At the heart of
company’s Corporate Governance policy is the ideology of
transparency and openness in the effective working of the

16www.worldsteel.org and Ministry of Steel, Government of India.  


17India’s GDP growth rate likely to rise to 5.4% in 2014: IMF, The Hindu Business Line,
April 8, 2014.  
18http://www.nseindia.com/getting_listed/content/clause_49.pdf 

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236 ACRJ

management and board. It is believed that the imperative for


good Corporate Governance lies in not merely drafting a code
of Corporate Governance but in practicing it.”19
Mr. Sajjan Jindal is the Chairman and managing
director of the Board of JSW Steel. Nine of the thirteen direc-
tors of JSW Steel were non-executive directors, with seven of
them being independent directors. The independent direc-
tors used to meet in the absence of the managing director
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and convey their decisions to the executive director. JSW


Steel followed all the regulatory norms that the Securities and
Exchange Board of India has prescribed for companies as far
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

as the board is concerned.


The audit committee of JSW Steel consisted of four
directors (all independent directors), with Mr. Uday Chitale
as the Chairman of the audit committee. The audit committee
met eight times in the fiscal year 2013–14. In addition, the
company also had a shareholder grievance committee with all
four of its members being independent directors.

Notice Sent to Shareholders

The shareholders of JSW Steel received a list of 24 resolutions


along with the annual report for the 2013–14 fiscal. These
resolutions (including the special resolutions) were sup-
posed to be approved by the shareholders in the annual
general meeting of the company to be held on 31 July 2014.
Most of the resolutions were standard resolutions asking
the shareholders to approve the reappointment of the direc-
tors or to approve certain remunerations for the directors.
Item No. 23 of this list of resolutions simply informed the
shareholders that the “JSW” brand belongs to JSW Invest-
ments Private Limited ( JSWIPL), a company that is pro-
moted by Ms. Sangeeta Jindal, wife of Mr. Sajjan Jindal,
the Chairman of JSW Steel.20 According to the notice to

19 CorporateGovernance Report, Annual Report of the company, 2013–14.


20The trademark JSW was actually registered in the name of JSWIPL (via application
number 1373834, dated 26 July 2005). The trademark was officially registered in favor
of JSWIPL on 2 January 2007. Source: http://ipindiaonline.gov.in/tmrpublicsearch/
frmmain.aspx 

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THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES 237

the shareholders, “… the consent of the Members be and


is hereby accorded for the Company to enter into a con-
tract, as a licensee, with JSW Investments Private Limited
as a licensor, for a license to use “JSW” brand for an
annual fee of 0.25% of the consolidated net turnover
of the Company, payable quarterly with effect from April 1
2014 …”21
Defending its decision to pay a group company, the
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

annual report further stated that “A levy in the range of 0.15–


0.50% of the consolidated total operating income as brand
license fees is being charged by brand owners in various
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

Groups for the brand usage …”22 All the Tata Group blue
chip companies, for example, pay 0.25% of the turnover to
Tata Sons, for using the “Tata” brand name.23 However, the
royalties to be paid by a Tata Group company cannot exceed
5% of the net income of the company. Transferring the brand
to a company controlled by the promoters is a common prac-
tice in India. Thus for example, Lakme Brand Private Limited
owned the brand and all trademarks associated with the
famous “Lakme” brand in India prior to the merger of Lakme
Lever Limited with Hindustan Lever Limited in 2005.
The annual report also clarifies on the role to be played
by JSWIPL, when it states that “… given the size and scale
of the JSW group, JSWIPL plans to nurture the brand by
adopting the best global practices. This is to ensure that the
brand ‘JSW’ is identified against certain benchmarks on gov-
ernance structure, code of conduct and business excellence
models. JSWIPL intends to promote JSW brand through
various initiatives to create brand awareness and to build
brand credibility.”24
In the year 2013, the JSW group started a football club
called Bangaluru FC and the club won its maiden I-league
championship in the very first year itself.25 All the group
companies contributed to promote this initiative of the group.

21Page203 of the Annual Report of JSW Steel Limited, for the fiscal year 2013–14.
22Page214 of the Annual Report of JSW Steel Limited, for the fiscal year 2013–14.  
23Annuncio, C., 1996, Tata’s Brand Royalties, Outlook, 30 October 1996. 
24Annual Report of JSW Steel, 2013–14. 
25Bangaluru Football Club website. www.bangalurufc.com.  

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238  ACRJ

Bangaluru FC is owned by JSW Sports, which is a subsidiary


of JSW Holdings, a listed company with 7.15% stake in JSW
Steel. The JSW Group also has got similar plans in mind to
promote the JSW brand. Defending its decision to pay fees to
JSWIPL for the use and promotion of the brand, the annual
report states: “Instead of taking such initiatives on an ad
hoc basis and on standalone company basis, a professional
approach with a structural setup or framework has to be put
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in place to sustain the brand image.”26


Though the annual report was signed by Lancy
Varghese, the Company Secretary of JSW Steel, on 27 May
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

2014, this item got reported by Business Standard, a leading


business daily of India, only on 29 July 2014, just 2 days
before the annual general meeting.27 Indian companies send
the notice regarding the annual general meeting (AGM) and
a soft copy of the annual report about five to six weeks before
the AGM. The share prices of the company fell by about
Rs. 100 in the six weeks period preceding 28 July 2014.
Following the publication of this news item in the
Business Standard, the National Stock Exchange wanted clari-
fication from JSW Steel regarding the nature of the trans-
action. In its reply to the Stock Exchange, Lancy Varghese,
the Company Secretary of JSW Steel, reiterated most of the
points already stated in the annual report. In the letter, Mr.
Varghese stated that “… appropriate checks and balances
are put in place so that the brand fee paid by various com-
panies of the group is used for the purpose intended duly
certified by the independent auditors.” In the letter, Mr.
Varghese further stated that “The transaction being a related
party transaction under the provisions of the Companies Act,
2013, has the approval of the Audit Committee, the Board of
Directors of the Company …”28
Incidentally, the shareholders of the other JSW group
companies also received similar notices from their respective

26Page 213 of the Annual Report of JSW Steel Limited, for the fiscal year 2013–14. 
27JSW Steel wants to pay to promoter’s wife for brand promotion, 29 July 2014,
Business Standard. 
28http://www.moneycontrol.com/stocks/stock_market/

corp_notices.php?autono=836076  

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THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  239

companies regarding the payment of fees for the promotion


of brand to JSWIPL. Item No. 15 in the list of items for the
AGM of JSW Energy, for example, similarly urged its share-
holders to vote in favor of a similar proposal which allows
0.25% of the net consolidated revenue of JSW Energy to
be paid to JSWIPL to manage the brand. Exhibit 4 provides
some relevant financial information about the other listed JSW
group companies.
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

BRAND PROMOTION ACTIVITIES BY JSW STEEL


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IN EARLIER YEARS

Building a strong brand equity has been a key focus area of


JSW Steel for quite some time. In the 2008–09 annual report,
for example, the company has stated that building a strong
brand equity was the key job of the corporate communica-
tions team.29 In this annual report, the company defined its
branding strategy as “… to nurture the JSW brand as an asset
and manage stakeholder perceptions to maximize business
value”. Exhibit 5 provides a graphical view of the JSW’s strategy.
In order to further boost its brand value, JSW Steel also
organized “JSW Shoppe on Wheel” in 2010–11 to increase the
product and brand awareness among the customers.30 In the
2011–12 annual report, the company also announced its inten-
tion to increase the number of JSW Shoppes from 280 to 400
by the end of 2012–13 fiscal. The company further announced
its plans to align its advertisement campaigns with brand
building activities. As part of this exercise, the company
announced its intention of launching simple brand building
initiatives such as putting banners on bus panels, hoarding
and paintings and other electronic means. The company
boasted of its banners put in all major airports and large cities
of the country. The company’s “neon signage” appears in
Nariman Point of Mumbai, and in most major AC buses and
railway stations.

29Page 29 of the annual report, 2008–09 fiscal.  


30 Page 34 of the Annual Report of the company, 2010–11 fiscal. 

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240  ACRJ

In order to boost its brand image, the company also


acted as a major sponsor of many sporting events in the
country. JSW Steel sponsored “The World Squash Cup,
2011” held in Chennai. The company similarly used outdoor
branding campaigns during the 2011 World Cup Cricket, held
in India. In addition to sponsoring major sporting events,
the company also advertised its brand during discussion of
the 2011 Budget in major TV channels including NDTV and
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BBC.31
The JSW group decided to have its own football team
in 2013, when it won the franchise rights in May 2013. It
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

launched its football team on 20 July 2013. Parth Jindal, son


of Mr. Sajjan Jindal, became the CEO of JSW Bangaluru
Football Club Private Limited. As per Mr. Parth Jindal, JSW
will spend Rs. 80–100 million on the club each year. In addi-
tion, it also has to pay Rs. 20–30 million to All India Football
Federation (AIFF) as an additional fee for starting the team.
As part of an agreement, the sponsors of each football club
also have to setup the necessary infrastructure in their states.
Building a new football stadium with a capacity of 25,000
spectators will cost around Rs. 500 million.32
The financial statements of JSW Steel do not specifically
mention the amount of money the company currently spends
on brand building activities. Its miscellaneous expenses are
about 0.6% of the total net sales.

REGULATIONS OF RELATED PARTY


TRANSACTIONS IN INDIA

Though JSW’s move seems like a simple case of payment of


license fee for use of a trademark, a related party transac-
tions such as this always raises a suspicion in the minds of
shareholders and the Group companies are often accused
of corporate misgovernance as they ignore the interests of

31Page 37 of the Annual Report of the company, 2010–11 fiscal.  


32http://www.livemint.com/Leisure/7X1ZVry98dXy3q9EZfs9aK/

Bengaluru-FC-Men-of-steel.html 

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THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  241

the minority shareholders. The Stakeholder Empowerment


Services (SES), a proxy advisory firm in India, for example,
called it an “abusive” related party transaction. “SES is of the
opinion that ownership of the brand, which develops over
a period of time along with growth of the business, cannot
belong to a separate company promoted by the promoters of
the company. If at all the brand is to be separated, it should
be owned by a company jointly promoted by the group com-
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panies in proportion of their turnover or profit or assets or


vintage or a combination of any or all the factors.”33
Section 188 of the Indian Companies Act, 2013 and
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revised Clause 49 of the Security Exchange Board of India


(SEBI)’s equity listing agreements deal with related party
transactions (RPT) in India. As per Section 188 of the
Companies Act, any RPT that is not in the ordinary course
of business and is not at an arm’s length,34 requires prior
approval of the board. The shareholders (excluding the
interested members) must approve all such RPTs in a special
resolution. As per Clause 49 of the listing agreement, all listed
companies must get all material RPT’s approved by the share-
holders (excluding the related members).35
As shown in Exhibit 1 of the case, the promoters
control 36.17% of the shares in JSW Steel. However, it is not
very clear if all of them will be treated as related parties as
JSWIPL is controlled by the wife of Mr. Sajjan Jindal. As
per Section 2(76) of the Companies Act 2013, related parties
include among other investors, the director (and other key
management personnel) and all their relatives. Section 2(77)
gives a broader definition of the term relative and includes
all members of the Hindu Undivided Family as relatives of a
person. The Indian Accounting Standard 18 on “Related Party
Disclosures” defines related parties as “Parties are consid-
ered to be related if at any time during the reporting period,

33http://www.sesgovernance.com/proxy-advisory-report/
34An arm’s length transaction is defined in Section 188 of the Companies Act, 2013
as a transaction between two related parties that is conducted in a manner as if they
were unrelated.  
35Transactions that exceed 5% of the annual turnover or 20% of the net worth of the

company are defined as material RPTs.  

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242  ACRJ

one party has the ability to control the other party or exercise
significant influence over the other party in making financial
and/or operating decisions”. Experts are also not very sure
how the term “related party” is to be interpreted in a given
situation.36
The annual report of JSW Steel portrayed JSWIPL as
the only related party in this case. In the notice given to the
shareholders (Item No. 23) only the shareholding of the pro-
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moters/directors/key managerial personnel of JSWIPL was


given. The notice to the shareholders stated that “… Except
as above, none of the Directors and/or key managerial per-
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

sonnel of the company and their relatives are concerned or


interested financially or otherwise in the resolution set out in
this notice.”
JSW Steel in its twentieth AGM notice dated 31 July
2014, has stated that “even though the proposed transaction
is at arm’s length, and in the ordinary course of business
of the Company, the Company is seeking the consent of its
shareholders as a measure of good corporate governance.
Hence, the Board recommends the resolution at Item No.
23 permitting the Company to enter into appropriate agree-
ment with JSWIPL for use of the brand ‘JSW’ and to pay a
license fee of 0.25% of the consolidated net turnover of the
Company.”37

BRAND VALUATION PROCESS

Justifying its move to make payments for the use and pro-
motion of the brand, JSW Steel stated in the 2013–14 annual
report that JSW’s brand value has been ranked 32 by Brand
Finance survey done in 2013. Brand Finance has also valued
JSW brand at $701 million.38 Exhibit 6 shows the values of the
top 100 brands in India, as valued by Brand Finance.

36FAQs: Related Party Transactions: Expert Take, Business Standard, 21 April 2014.  
37Annual Report, JSW Steel, 2013–14.  
38 Page 213 of the Annual Report, 2013–14 Fiscal. 

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THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  243

Brands are usually valued using i) discounted cash


flow method, ii) relative valuation method, and iii) histor-
ical cost method.39 In the discounted cash flow method, the
excess cash flows generated by the brand are discounted to
obtain its present value. In the relative approach, the excess
sales generated by the brand is multiplied with a value-to-
sales multiple to obtain the brand value. In the historical cost
method, the historical investments made in the brand are
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taken into account while valuing the brand.


A number of consulting firms like Interbrand and
Brand Finance specialize in brand valuation using their own
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

proprietary valuation process. Thus for example, Interbrand


first computes the brand earnings by subtracting a charge on
capital used from the brand earnings. Then it computes the
brand value by either taking the present value of the brand
earnings or by multiplying the excess earnings with a mul-
tiple that is determined by the strength of the brand.40 On the
other hand consulting firms such as Brand Finance uses the
royalty relief methodology to value the firm’s brand. In this
method, Brand Finance simply tries to find out the royalty
that the brand owner would be ready to pay for the brand if
he did not own it.41
As part of this exercise, Brand Finance projects the
revenue that the brand is going to generate for the company
using equity research reports, historical growth rates and pro-
jected economic growth rates. It also rates each brand using
attributes like “emotional connection, financial performance
and sustainability, among others”. It obtains the royalty rate
by reviewing comparable licensing agreements in the sector.
Using all this information, Brand Finance final estimates the
brand specific royalties. It then obtains the present value of
these projected brand royalties to estimate the brand value.42

39Fernandez, Pablo, Valuation of Brands and Intellectual Capital (November 11 2013).


Available at SSRN: http://ssrn.com/abstract=270688.
40http://www.interbrand.com/en/best-global-brands/2013/

best-global-brands-methodology.aspx 
41www.brandfinance.com/images/upload/6.pdf 
42http://brandirectory.com/methodology 

S0218927517500080.indd 243 22-06-17 11:37:43 AM


244  ACRJ

A number of academic texts also recommend other


scientific ways to value brands. In his classic text book,
Prof. Aswath Damodaran, for example, recommended
three methods, namely, generic operating margin approach,
generic return on capital employed approach and generic
excess return approach to value brands.43 In each of these
approaches, we replace certain valuation parameter with the
respective parameter from a company producing a generic
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

product from the same industry. Thus for example, in the


generic return on capital employed approach, we restate the
free cash flow of the company possessing the brands by using
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

the return on capital of a generic company. The brand value


equals the difference between the actual enterprise value
and the revised enterprise value that we obtain by using the
valuation parameters from the generic company.

WHAT SHOULD SHAREHOLDERS DO IN


RESPECT OF THE NOTICE SEND BY JSW?

The shareholders in India can vote on a resolution either


by being physically present or by nominating a proxy (who
would be present) in the annual general meeting. The share-
holders can also vote through postal ballot (allowed in
India since 2001 under Section 192A of the Companies Act
1956) or electronic ballot (allowed under Section 108 of the
Companies Act, 2013). Following Section 110 of the Compa-
nies Act, 2013, the shareholders need to send their assent or
dissent in writing within 30 days from the dispatch of the
notice by the company. The electronic voting process must
be complete at least three days before the annual general
meeting. For JSW Steel, the shareholders need to decide
before 31 July 2014, whether to vote in favor of the proposal
or not.
If they believe in the arguments made by the manage-
ment of JSW Steel about the benefits of managing its brand

43Damodaran, Aswath, 2006, Damodaran on Valuation, Chapter 12, Wiley Finance,


New York.  

S0218927517500080.indd 244 22-06-17 11:37:43 AM


THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  245

more professionally, then they can vote in favor of the resolu-


tion. The shareholders need to know if a steel manufacturing
company really needs to develop its brand and if consumers
(mostly industrial companies) look at the brand of a company
while buying steel. Second, even if brands matter, they need
to know if the brand value of JSW warrant a payment of
0.25% of the gross turnover of the company. Exhibit 7 of the
case provides some financial data that may be used to value
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

the brand of JSW.


If the shareholders believe that it is a related party
transaction which blatantly violates the rights of the minority
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

shareholders’, then they should vote against the resolution.


Given that the promoters own only 36.17% of the total shares
in JSW Steel, if most shareholders vote against the resolution,
then it would get defeated in the annual general meeting. Mr.
J. N. Gupta, the managing director of Stakeholder Empower-
ment Services (SES), a proxy advisory firm in India, argued
that the decision of the Board of JSW Steel is “abusive” and
advised the shareholders to vote against it. The stock of JSW
Steel closed at Rs. 1,193.25 on 28 July 2014, 3 days before the
AGM.

S0218927517500080.indd 245 22-06-17 11:37:43 AM


246  ACRJ

Exhibit 1A

Shareholding Pattern in JSW Steel

^ŚĂƌĞŚŽůĚĞƌƐ EŽŽĨƐŚĂƌĞƐŚĞůĚ й^ƚĂŬĞ


WƌŽŵŽƚĞƌƐ ϴϳ͕ϰϯϵ͕ϱϮϳ ϯϲ͘ϭϳй
&ŽƌĞŝŐŶ/ŶƐƚŝƚƵƚŝŽŶĂů/ŶǀĞƐƚŽƌƐ ϱϭ͕ϲϯϳ͕ϭϭϲ Ϯϭ͘ϯϲй
ĂŶŬƐ͕DƵƚƵĂů&ƵŶĚƐ͕ĂŶĚŽƚŚĞƌ/ŶƐƚŝƚƵƚŝŽŶĂů/ŶǀĞƐƚŽƌƐ ϲ͕ϱϵϱ͕ϭϰϰ Ϯ͘ϳϯй
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

KƚŚĞƌƐ ϵϲ͕ϬϱϬ͕Ϯϱϳ ϯϵ͘ϳϰй


Ϯϰϭ͕ϳϮϮ͕Ϭϰϰ 
Source: Company website.
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

Exhibit 1B

Top 10 Promoter Shareholders of JSW Steel

EĂŵĞŽĨƚŚĞ^ŚĂƌĞŚŽůĚĞƌ dŽƚĂů^ŚĂƌĞƐŚĞůĚ
ϭ :^t,ŽůĚŝŶŐ>ƚĚ ϭϳ͕Ϯϴϰ͕ϵϮϯ
Ϯ :^t/ŶǀĞƐƚŵĞŶƚWǀƚ>ƚĚ ϭϭ͕ϯϬϬ͕ϴϬϭ
ϯ sŝǀŝĚŚŽŶƐƵůƚĂŶĐLJĂŶĚĚǀŝƐŽƌLJ^ĞƌǀŝĐĞƐ ϵ͕ϱϱϯ͕ϰϲϵ
ϰ ^ĂŚLJŽŐdƌĂĚĐŽƌƉWǀƚ>ƚĚ ϴ͕ϱϴϯ͕ϭϴϱ
ϱ :^tWŽǁĞƌƚƌĂĚŝŶŐŽŵƉĂŶLJ>ƚĚ ϳ͕ϬϬϯ͕ϴϯϱ
ϲ ĂŶƚĂŶƚĞƌƉƌŝƐĞƐWǀƚ>ƚĚ ϲ͕Ϭϯϲ͕ϴϮϱ
ϳ sŝƌƚƵŽƵƐdƌĂĚĞĐŽƌƉWǀƚ>ƚĚ ϲ͕Ϭϯϲ͕ϴϮϱ
ϴ EĂůǁĂ^ŽŶƐ/ŶǀĞƐƚŵĞŶƚƐ>ƚĚ ϰ͕ϱϰϴ͕ϲϯϳ
ϵ :ƐǁŶĞƌŐLJ/ŶǀĞƐƚŵĞŶƚƐWǀƚ>ƚĚ ϰ͕Ϯϭϭ͕ϬϬϬ
ϭϬ ĞĂƵĨŝĞůĚ,ŽůĚŝŶŐƐ>ƚĚ ϭ͕ϵϮϮ͕ϳϵϳ 
Source: Company website.

S0218927517500080.indd 246 22-06-17 11:37:43 AM


THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  247

Exhibit 2

Financial Statements (Stand-alone) of JSW Steel

;&ŝŐƵƌĞƐŝŶZƐ͘ŝůůŝŽŶƐͿ
ϮϬϭϮ ϮϬϭϯ ϮϬϭϰ
EĞƚ^ĂůĞƐ ϯϮϬ͘ϰϭ ϯϱϰ͘ϵϮ ϰϱϮ͘ϵϴ
ZĂǁDĂƚĞƌŝĂůdžƉĞŶƐĞƐ ϮϮϬ͘ϲϳ ϮϰϬ͘Ϯϭ Ϯϴϵ͘ϵϮ
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

KƚŚĞƌKƉĞƌĂƚŝŶŐdžƉĞŶƐĞƐ ϰϯ͘ϵϬ ϱϭ͘ϲϮ ϳϱ͘Ϯϯ


/d ϱϱ͘ϴϰ ϲϯ͘Ϭϵ ϴϳ͘ϴϯ
ĞƉƌĞĐŝĂƚŝŽŶ ϭϳ͘Ϭϴ ϭϵ͘ϳϰ Ϯϳ͘Ϯϲ
/d ϯϴ͘ϳϲ ϰϯ͘ϯϱ ϲϬ͘ϱϳ
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

/ŶƚĞƌĞƐƚdžƉĞŶƐĞƐ ϭϭ͘ϴϲ ϭϳ͘Ϯϰ Ϯϳ͘ϰϬ


dĂdž ϰ͘ϲϵ ϳ͘Ϭϯ ϲ͘Ϯϭ
KƚŚĞƌĚũƵƐƚŵĞŶƚƐ ;ϱ͘ϵϱͿ ;ϭ͘ϬϲͿ ;ϭϯ͘ϲϭͿ
EĞƚ/ŶĐŽŵĞ ϭϲ͘Ϯϲ ϭϴ͘Ϭϭ ϭϯ͘ϯϱ

^ŚĂƌĞŚŽůĚĞƌƐƋƵŝƚLJ ϭϴϰ͘ϵϳ ϭϵϵ͘ϯϳ ϮϰϮ͘ϴϰ


Ğďƚ ϭϮϯ͘ϬϮ ϭϲϱ͘ϰϰ Ϯϰϵ͘ϳϱ
dŽƚĂů>ŝĂďŝůŝƚŝĞƐ ϯϬϴ͘ϬϬ ϯϲϰ͘ϴϭ ϰϵϮ͘ϱϵ

&ŝdžĞĚƐƐĞƚƐ ϯϬϮ͘ϳϭ ϯϮϳ͘ϭϯ ϰϰϭ͘ϱϯ


/ŶǀĞƐƚŵĞŶƚƐ ϰϰ͘ϭϯ ϰϲ͘ϯϲ ϰϯ͘ϴϭ
ƵƌƌĞŶƚƐƐĞƚƐ
/ŶǀĞŶƚŽƌŝĞƐ ϱϭ͘ϳϵ ϰϳ͘ϵϵ ϲϭ͘ϵϳ
ZĞĐĞŝǀĂďůĞƐ ϭϯ͘ϲϮ ϭϴ͘ϲϮ ϮϮ͘ϭϵ
ĂƐŚ Ϯϵ͘ϱϴ ϭϰ͘ϬϮ ϰ͘ϲϲ
KƚŚĞƌƵƌƌĞŶƚƐƐĞƚƐ ϲϰ͘Ϭϴ ϵϮ͘Ϭϯ ϭϭϬ͘ϭϮ
dŽƚĂů ϭϱϵ͘Ϭϳ ϭϳϮ͘ϲϲ ϭϵϴ͘ϵϯ
ƵƌƌĞŶƚ>ŝĂďŝůŝƚŝĞƐ ϭϵϳ͘ϵϭ ϭϴϭ͘ϯϰ ϭϵϭ͘ϲϳ
EĞƚƵƌƌĞŶƚƐƐĞƚƐ ;ϯϴ͘ϴϱͿ ;ϴ͘ϲϴͿ ϳ͘Ϯϲ
dŽƚĂůƐƐĞƚƐ ϯϬϴ͘ϬϬ ϯϲϰ͘ϴϭ ϰϵϮ͘ϱϵ
^ŚĂƌĞƐKƵƚƐƚĂŶĚŝŶŐ;ŵŝůůŝŽŶͿ ϮϮϯ͘ϭϮ ϮϮϯ͘ϭϮ ϮϮϯ͘ϭϮ 
Source: Annual report of JSW Steel.

S0218927517500080.indd 247 22-06-17 11:37:43 AM


248  ACRJ

Exhibit 3

Financial Statements (Stand-alone) of Large Steel Companies in India

;&ŝŐƵƌĞƐŝŶZƐ͘ŝůůŝŽŶƐ͕ĞdžĐĞƉƚŝŶŐƉĞƌƐŚĂƌĞĚĂƚĂ͘&ŽƌƚŚĞϮϬϭϯ&ŝƐĐĂůͿ
:^t^ƚĞĞů dĂƚĂ^ƚĞĞů ^/> s/^^ƚĞĞů ^ƚĞĞůdžĐŚĂŶŐĞ
EĞƚ^ĂůĞƐ ϯϱϰ͘ϵϮ ϯϴϭ͘ϵϵ ϰϰϱ͘ϵϴ ϱ͘ϭϲ ϵ͘ϴϮ
ZĂǁDĂƚĞƌŝĂůdžƉĞŶƐĞƐ ϮϰϬ͘Ϯϭ ϭϮϬ͘ϭϳ Ϯϭϯ͘ϭϵ ϰ͘ϱϲ ϳ͘ϳϳ
KƚŚĞƌKƉĞƌĂƚŝŶŐdžƉĞŶƐĞƐ ϱϭ͘ϲϮ ϭϱϬ͘ϱϲ ϭϴϲ͘ϲϱ ϭ͘Ϭϱ ϭ͘Ϭϵ
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

/d ϲϯ͘Ϭϵ ϭϭϭ͘Ϯϲ ϰϲ͘ϭϱ ;Ϭ͘ϰϱͿ Ϭ͘ϵϲ


ĞƉƌĞĐŝĂƚŝŽŶ ϭϵ͘ϳϰ ϭϲ͘ϰϬ ϭϰ͘Ϭϯ Ϭ͘ϱϮ Ϭ͘ϭϮ
/d ϰϯ͘ϯϱ ϵϰ͘ϴϲ ϯϮ͘ϭϮ ;Ϭ͘ϵϴͿ Ϭ͘ϴϰ
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

/ŶƚĞƌĞƐƚdžƉĞŶƐĞƐ ϭϳ͘Ϯϰ ϭϴ͘ϳϳ ϳ͘ϰϴ ϭ͘Ϯϲ Ϭ͘ϲϯ


dĂdž ϳ͘Ϭϯ Ϯϳ͘ϳϰ ϭϬ͘ϳϬ Ͳ ;Ϭ͘ϭϯͿ
KƚŚĞƌĚũƵƐƚŵĞŶƚƐ ;ϭ͘ϬϲͿ Ϯ͘Ϯϴ ϳ͘ϳϳ ϭ͘ϯϯ Ϭ͘ϮϬ
EĞƚ/ŶĐŽŵĞ ϭϴ͘Ϭϭ ϱϬ͘ϲϯ Ϯϭ͘ϳϬ ;Ϭ͘ϵϭͿ Ϭ͘ϱϯ

^ŚĂƌĞŚŽůĚĞƌƐƋƵŝƚLJ ϭϵϵ͘ϯϳ ϱϱϮ͘ϭϬ ϰϭϬ͘Ϯϱ ϱ͘ϮϬ Ϯ͘ϴϮ


Ğďƚ ϭϲϱ͘ϰϰ Ϯϱϵ͘ϭϮ Ϯϭϱ͘Ϭϭ ϮϮ͘ϭϬ ϯ͘ϱϳ
dŽƚĂů>ŝĂďŝůŝƚŝĞƐ ϯϲϰ͘ϴϭ ϴϭϭ͘Ϯϭ ϲϮϱ͘Ϯϱ Ϯϳ͘ϯϬ ϲ͘ϯϵ

&ŝdžĞĚƐƐĞƚƐ ϯϮϳ͘ϭϯ ϯϯϱ͘ϵϳ ϱϮϲ͘ϲϴ Ϯϲ͘Ϭϴ ϯ͘Ϯϴ


/ŶǀĞƐƚŵĞŶƚƐ ϰϲ͘ϯϲ ϱϬϰ͘ϭϵ ϳ͘ϭϴ ϰ͘ϱϭ Ϭ͘ϯϱ
ƵƌƌĞŶƚƐƐĞƚƐ
/ŶǀĞŶƚŽƌŝĞƐ ϰϳ͘ϵϵ ϱϮ͘ϱϴ ϭϲϬ͘Ϭϴ ϭ͘ϰϯ ϰ͘ϭϳ
ZĞĐĞŝǀĂďůĞƐ ϭϴ͘ϲϮ ϳ͘ϵϳ ϰϰ͘Ϯϰ Ϭ͘ϲϬ Ϯ͘ϲϭ
ĂƐŚ ϭϰ͘ϬϮ ϮϮ͘ϭϴ ϯϴ͘ϱϬ Ϭ͘Ϯϯ Ϭ͘ϯϳ
KƚŚĞƌƵƌƌĞŶƚƐƐĞƚƐ ϵϮ͘Ϭϯ ϵϱ͘ϴϴ ϲϱ͘ϰϵ Ϯ͘ϯϯ ϭ͘ϯϴ
dŽƚĂů ϭϳϮ͘ϲϲ ϭϳϴ͘ϲϭ ϯϬϴ͘ϯϮ ϰ͘ϱϴ ϴ͘ϱϰ
ƵƌƌĞŶƚ>ŝĂďŝůŝƚŝĞƐ ϭϴϭ͘ϯϰ ϮϬϳ͘ϱϲ Ϯϭϲ͘ϵϯ ϳ͘ϴϳ ϱ͘ϳϵ
EĞƚƵƌƌĞŶƚƐƐĞƚƐ ;ϴ͘ϲϴͿ ;Ϯϴ͘ϵϱͿ ϵϭ͘ϯϵ ;ϯ͘ϮϵͿ Ϯ͘ϳϱ
dŽƚĂůƐƐĞƚƐ ϯϲϰ͘ϴϭ ϴϭϭ͘Ϯϭ ϲϮϱ͘Ϯϱ Ϯϳ͘ϯϬ ϲ͘ϯϵ 
Source: Annual reports of the companies.

S0218927517500080.indd 248 22-06-17 11:37:44 AM


THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  249

Exhibit 4

Relevant Financials of JSW Group Companies (only listed companies are shown)

:^tŶĞƌŐLJ :^t,ŽůĚŝŶŐƐ :^t^ƚĞĞů


WŽǁĞƌ'ĞŶĞƌĂƚŝŽŶ
&ŝŶĂŶĐĞ ^ƚĞĞů
DĂŝŶƵƐŝŶĞƐƐ ΘŝƐƚƌŝďƵƚŝŽŶ
EĞƚ^ĂůĞƐ;ZƐ͘ŝůůŝŽŶͿ ϱϴ͘Ϭϯ Ϭ͘ϰϴ ϰϵϮ͘ϵϱ
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

/d;ZƐ͘ŝůůŝŽŶͿ ϭϴ͘ϵϳ Ϭ͘ϰϭ ϳϰ͘Ϯϭ


EĞƚ/ŶĐŽŵĞ ϲ͘ϬϮ Ϭ͘ϯϯ ϭϯ͘ϯϰ
DĂƌŬĞƚĂƉ;ZƐ͘ŝůůŝŽŶͿ ϭϮϲ͘Ϯϴ ϵ͘ϱϭ Ϯϵϱ͘ϰϴ
WƌŝĐĞͲĂƌŶŝŶŐƐZĂƚŝŽ ϭϲ͘ϰ Ϯϴ͘ϴ ϭϰ͘ϰ
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

WƌŝĐĞͲƚŽͲŽŽŬZĂƚŝŽ ϭ͘ϳϰ ϭ͘Ϯϲ ϭ͘Ϯϭ 


Source: Capitaline Database.

Exhibit 5

Understanding the JSW Brand

The Company’s branding strategy is to nurture the JSW brand as


an asset and manage stakeholder perceptions to maximize business
value.
The crisscross patterns in the corporate logo represent a
networked organization — networking across people, technology
and skills. The base represents a strong foundation and the apex
points towards continuous growth.

S0218927517500080.indd 249 22-06-17 11:37:44 AM


Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

250  ACRJ

S0218927517500080.indd 250
*We
Exhibit 6

Values of Top 100 Brands in India*

show a — whenever the brand had not been valued by Brand Finance in 2013.

22-06-17 11:37:44 AM
THE CHALLENGES AT JSW STEEL: BRAND VALUATION AND CORPORATE GOVERNANCE ISSUES  251

Exhibit 7

Some Relevant Valuation Parameters

sĂƌŝĂďůĞ sĂůƵĞ ^ŽƵƌĐĞ


ZŝƐŬͲĨƌĞĞƌĂƚĞ ϴ͘ϰϵй ǁǁǁ͘ŶƐĞŝŶĚŝĂ͘ĐŽŵ
DĂƌŬĞƚZŝƐŬWƌĞŵŝƵŵ ϳ͘ϭϯй KǁŶƐƚŝŵĂƚĞƐŽĨƵƚŚŽƌƐ
ĞƚĂ ϭ͘ϴϱ ǁǁǁ͘ŝŶ͘ƌĞƵƚĞƌƐ͘ĐŽŵ
ƌĞĚŝƚZĂƚŝŶŐ Z ǁǁǁ͘ĐĂƌĞƌĂƚŝŶŐƐ͘ĐŽŵ
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.

ĞĨĂƵůƚ^ƉƌĞĂĚĨŽƌŽŶĚ ϭϱϬďƉƐ ǁǁǁ͘ĨŝŵŵĚĂ͘ŽƌŐ


ŶĂůLJƐƚƐΖϱͲLJĞĂƌƉƌŽũĞĐƚĞĚŐƌŽǁƚŚƌĂƚĞĨŽƌ
:^t^ƚĞĞů Ϯϵ͘ϭϰй ǁǁǁ͘ŝŶ͘ƌĞƵƚĞƌƐ͘ĐŽŵ
Asian Case Res. J. 2017.21:231-251. Downloaded from www.worldscientific.com

DĂƌŐŝŶĂůƚĂdžƌĂƚĞ ϯϯ͘ϵϵй
sĂůƵĂƚŝŽŶDƵůƚŝƉůĞƐĨŽƌƚŚĞ^ĞĐƚŽƌ
WƌŝĐĞͲĂƌŶŝŶŐƐZĂƚŝŽ ϭϮ͘ϬϮ ĂƉŝƚĂůŝŶĞĂƚĂďĂƐĞ
WƌŝĐĞͲƚŽͲŽŽŬZĂƚŝŽ Ϭ͘ϳϱ ĂƉŝƚĂůŝŶĞĂƚĂďĂƐĞ 

S0218927517500080.indd 251 22-06-17 11:37:45 AM

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