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ACRJ-JSW Steel PDF
ACRJ-JSW Steel PDF
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.
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
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
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.
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
ISSUE AT HAND
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.
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
IN EARLIER YEARS
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
Bengaluru-FC-Men-of-steel.html
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
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-
by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.
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.
best-global-brands-methodology.aspx
41www.brandfinance.com/images/upload/6.pdf
42http://brandirectory.com/methodology
Exhibit 1A
Exhibit 1B
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ϭ :^t,ŽůĚŝŶŐ>ƚĚ ϭϳ͕Ϯϴϰ͕ϵϮϯ
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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.
Exhibit 2
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ϮϬϭϮ ϮϬϭϯ ϮϬϭϰ
EĞƚ^ĂůĞƐ ϯϮϬ͘ϰϭ ϯϱϰ͘ϵϮ ϰϱϮ͘ϵϴ
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by 117.241.159.188 on 07/09/18. Re-use and distribution is strictly not permitted, except for Open Access articles.
Exhibit 3
;&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.
Exhibit 4
Relevant Financials of JSW Group Companies (only listed companies are shown)
Exhibit 5
250 ACRJ
S0218927517500080.indd 250
*We
Exhibit 6
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
DĂƌŐŝŶĂůƚĂdžƌĂƚĞ ϯϯ͘ϵϵй
sĂůƵĂƚŝŽŶDƵůƚŝƉůĞƐĨŽƌƚŚĞ^ĞĐƚŽƌ
WƌŝĐĞͲĂƌŶŝŶŐƐZĂƚŝŽ ϭϮ͘ϬϮ ĂƉŝƚĂůŝŶĞĂƚĂďĂƐĞ
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