Saturday, August 31, 2019

Hero Honda Demerger

Table of Contents 1. ABSTRACT3 2. INTRODUCTION4 3. MATERIALS ANS METHODS5 4. ANALYSIS5 5. Conclusion14 6. References15 1. ABSTRACT THE JOINT VENTURE A joint venture between Hero Group and Honda Motor Company was established in 1984 as the Hero Honda Motors Limited at  Dharuhera Haryana. Hero  is the brand name used by the Munjal brothers for their flagship company Hero Cycles Ltd. Honda is world’s largest selling two wheeler company based in Japan. Munjal family and  Honda  group both own 26% stake in the joint venture Hero Honda motor Corporation.However the Hero Honda group was set for a split at the end of 2010. After the split Munjal family will buy Honda Motor’s 26% stake for around $1 billion, or a little less than half the current value of the stake in the stock market. The Japanese auto major will exit the JV through a series of off market transactions by giving the Munjal family an additional 26% share. Honda, which also has an independent fully owned t wo wheeler subsidiary (Honda Motorcycle and Scooter India (HMSI) will exit Hero Honda at a discount and get over $1 billion for its stake.The discount will be between 30% and 50% to the current value of Honda's stake as per the price of the stock. The Munjal family plans to compensate Honda through high royalty payouts, which could double to nearly 6% of net sales. However, key financial institutions have objected to this move, saying that the deal could favour the Munjals but be detrimental to other shareholders. Honda will continue to provide technology to Hero Honda motorbikes until 2014 for existing as well as future models. And after 2014 both companies Honda Motorcycle and Scooter India and Hero Motor corporation will compete with each other.Hero group will have full access of the overseas market as well and Honda group can compete full fledged in Indian market In this project report we have analyzed strategic motives behind the deal, differences which led to the fall of joint venture, legal and regulatory implications of the deal (through various disclosure requirements and new licensing agreements). WHY THIS PROJECT IS WRITTEN AND WHAT IS DISCOVERED Hero group is world’s largest selling bicycle company and Honda motor cop. Is world’s largest two wheeler company. This was India’s most successful joint venture.Merger of these two companies one Indian and one foreign company has to go with lots of legal regulations and strategic business implications. Demerger of these companies has to deal with many legal regulations and this merger has been taken based on changing business strategies and markets. Key concerns that this project has dealt with are. * How much successful the joint venture was? * Reasons of success of the JV. * What are the main clauses in MOU signed by the two companies? * What lead them to demerger? * What is the mode of exit from demerger? * Will open offer be required to make by hero group? Mode of funding by hero g roup to acquire 26% share of Honda group. * Does the investment by Investors in hero group require prior Government or FIPB approval? * What are the discloser requirements under proposed share transfer? 2. INTRODUCTION PROBLEM STATEMENT Analysing legal, financial and strategic issues in demerger of two companies involving an Indian and a foreign company. The demerger involves many key issues to deal with before it will go on demerger. The legal issues has some key components like * Open offer under takeover code. * Prior government approval or FIPB approval. Disclosure requirement by Hero group under takeover code and under SEB guidelines. * Mode of acquisition of shares. * Tax implications on Honda group Japan. Mode of financing by hero group to take 26% shares of Honda group is also a point of concern the key area of emphasis on it are * Bridge Financing * Funding from private equity investors Business strategies of both companies involved also came as lead to demerger the key iss ues in it are * India is a liberalised economy now. * Honda is third largest two Wheeler Company in India. * Vendor issue to supply parts. * Export market.Latest and successful technical capabilities of Honda motors and the reliability of Hero Group with pan India presence made an effective combination. Honda motors technical expertise provided better fuel efficient motorcycles and was easily sold through Hero Group‘s deep distribution network. Absence of any major competitor in the initial years helped the Company make the best of the growing market demand for motorcycles. With the decrease in price difference in comparison with scooters, that were the more popular choice earlier, the Company was able to successfully stabilize in the Indian market.Fallout of the joint venture all begin with personal interest coming into picture more than the joint venture. On December 26th 2010 when in a joint press conference both companies made public, selling of HM Japan‘s holding of 26% in the Company to Hero Group. Company also disclosed a Memorandum of Understanding signed between the Company, HM Japan and Hero Group pursuant to which the parties would enter into a new license agreement. This proposal was rolled out keeping with the plan and taking the first step in the phased process of the HM Japan‘s exit from the Company.This decision meant curtains for the 26 year old Indo-Japanese partnership. 3. MATERIALS AND METHODS The research methodology applied in this project has been of secondary research because most of the data required for analysis is easily available on internet. Since the objective of the project is to explore the strategic motivations behind the deal, various legal implications arising from the deal and how the legal issues were handled, the annual reports of Hero Honda Motor corp. and websites of various regulators who had a bearing on the deal was of great help.We have analyzed the annual reports of Hero Honda Motor comp for years 2010-11 and 2011-12 to get the facts of the demerger and the company’s opinion about the demerger. Because the pre-demerger company Hero Honda Motors Ltd. was also a listed entity the information regarding various MOUs signed between Hero Honda Motors Ltd. and Honda Motors Co. for transfer of technology or other assets is available on BSE website. The websites of regulators like RBI and SEBI also provides for regulations regarding permissible route of acquisition, foreign parties providing finance for the deal and legal ; regulatory aspects of the deal.For further complete and updated information on the demerger deal we have read the articles regarding the deal form leading newspapers like The Economic Times, The Times of India and Business Standard. The equity research reports of ICRA have also proved instrumental in providing long term implications of the transactions between Hero Honda Motors Ltd. and Honda Motors Co. Japan. Moneycontrol. com has also been useful to get im portant information for investors as a result of the deal. The information thus obtained from these sources has been classified into commercial information and legal ; regulatory information.Where the commercial information tracks the past record of the company, strategic motivations of demerger, splitting and transfer of assets, post demerger structure of the company and post merger asset sharing or asset transfer agreements. 4. ANALYSIS We have analyzed this demerger deal right from pre formation of joint venture stage to post termination of the joint venture. This covers the structure of the company before and after demerger, strategic aspects of the deal, and Legal ; Regulatory considerations of the deal and transition challenges for both the companies as a result of demerger.DEMERGER Hero Honda Demerger| Company (India)| Hero Honda Motors Ltd. | Seller (Japan)| Honda Motor Company Ltd. | Buyer (India)| Hero group through Hero Investments Private Ltd. | Proposed Transaction| Buy out of 26% stake of Hero Honda Motors Limited by HPIL as currently held by Honda Motor company Ltd. | Brief introduction of the companies’ party to the deal Hero Honda Motors Ltd: Company is a joint venture between the Hero Group of India (through Hero Investments Private Limited and Bahadur Chand Investments Private Limited) and Honda Motor Company Limited of Japan.The Company was incorporated on January 19, 1984 and is headquartered in New Delhi. Company is the world‘s largest two-wheeler company in terms of sales volumes, a position that it has been holding for the last 9 consecutive years. Company has 3 manufacturing facilities, located at Gurgaon (Haryana), Dharuhera (Haryana) and Haridwar (Uttarakhand) with an aggregate capacity to produce 5. 4 million vehicles per annum. It has an extensive sales and service network spanning around 4,500 customer touch points and ability to increase reach in new geographies and growth markets has proven to be very beneficial for the company.Honda Motor Company Limited (â€Å"HM Japan†): Established in 1948, Honda has remained on the leading edge by creating new value and providing products of the highest quality at a reasonable price, for worldwide customer satisfaction. In addition, the Company has conducted its activities with a commitment to protecting the environment and enhancing safety in a mobile society. The Company has grown to become the world's largest motorcycle manufacturer and one of the leading automakers.With a global network of 466* subsidiaries and affiliates accounted for under the equity method, Honda develops, manufactures and markets a wide variety of products, ranging from small general-purpose engines and scooters to specialty sports cars, to earn the Company an outstanding reputation from customers worldwide. Hero Group (â€Å"Hero Group†): Hero Group is a vast conglomerate of companies owned by the Munjal family, either in the form of collaborations, joint ventures or fully-owned subsidiaries with a turnover of more than INR 100 billion annually (app. USD 2. 2 billion). These companies have a presence largely in automobiles, automobile components, finance, bicycles, real estate and steel business. It began with the establishment of Hero Cycles Limited, based in Ludhiana, Punjab. The business was started by the four Munjal brothers establishing a bicycle spare parts business in Amritsar in the year 1944. By 1975, Hero Cycles Limited became the largest bicycle manufacturer in India. Over the years, they started moving into other fields, most notably the motorcycle sector and the Hero Group now consists of more than 18 companies.The Hero Group besides being the world‘s largest manufacturers of bicycles, motorcycles and chains to this date, has in recent year also diversified into newer segments like Information Technology, IT Enabled Services and Financial Services Hero Investments Private Limited (â€Å"HIPL†): HIPL is a non-banking f inancial company registered with Reserve Bank of India (NBFC) and is part of the Munjal-family owned Hero Group. Recently in July 2010, pursuant to a family arrangement, all of Hero Cycles Limited shares in the Company were transferred to HIPL, which is held by partnership firm Brij Mohan Lall Om Prakash.Along with Bahadur Chand Investments Private Limited, HIPL is one of the promoters of the Company. Bahadur Chand Investments Private Limited (â€Å"BCIPL†): Bahadur Chand Investments Private Limited is part of the Hero Group and is also one of the promoters of the Company. It is an investment company primarily involved in the promotion and assistance of the Hero Group of companies and also actively involved in investments in the Group companies. This company too is held by the partnership firm Brij Mohan Lall Om Prakash Pre termination ScenarioThis part would primarily deal with the formative years of the Company, the key commercials of the joint venture and the reasons for s plit between Hero Group and HM Japan. Shareholding pattern pre termination: Formation of Joint Venture 1. Market dynamics before the joint venture between Hero Group & HM Japan: Subsequent to independence and until the 1980s, foreign companies were not permitted to enter the Indian market. These restrictions were relaxed to a certain extent in the mid 1980s when foreign companies were allowed to enter the market through minority joint ventures.This period saw the setting up of numerous joint ventures along with foreign companies, and the Company was one such example. This joint venture provided HM Japan an entry route to Indian market and was incorporated in 1984. 2. Hero Group’s position before the joint venture: Prior to the joint venture, Hero Cycles Limited had established itself as one of the major manufacturers of bicycles in India and manufactured close to 16,000 bicycles a day. In the process, they had nurtured an excellent network of dealers and distributors to serve India‘s expansive markets.This would go on to be one of the critical factors for the Company‘s success in India and was something that most other companies had not achieved to that by that time. 3. HM Japan looks for a partner to enter into India: HM Japan was already renowned for its technological expertise in the automobile and motorcycle manufacturing sector and was looking for a suitable partner in India. Their initial plans called for an entry into the two-wheeler market as well as the electric generator market and accordingly Kinetic Engineering Limited was their first choice for partnership in India.They entered into a joint venture in 1984 but this was terminated in 1998. Hero Group was their next choice for their motorcycle venture 4. Why did HM Japan select Hero Group for the joint venture? The Hero Group through their company Hero Cycles Limited had made a mark for themselves in the Indian market. Hero was a well-known and respected brand name and an associat ion with Hero would make the entry into Indian market a lot easier for HM Japan. Hero Cycle Limited‘s engineering capabilities, their know-how, experience in handling large volume production and their extensive distribution networks were also attractive factors in their favour.Their tight focus on financials and raw material processes also made them a suitable partner for HM Japan 5. How was the joint venture formed? Hero Group first signed the technical agreement with HM Japan in June 1984. This agreement was renewed in 1994 and again in 2004. The joint venture was in the nature of HM Japan providing technical know-how, setting up manufacturing facilities and future research and developments assistance. In consideration for this technological support, HM Japan would receive a lump sum fee of USD 500,000 and 4% royalty on spare parts.At the beginning, both partners held a 26% stake in the equity of the Company. Another 26% was sold to the public and the rest was held with fina ncial institutions. An important restriction under the agreement prevented Hero Group from collaboration with any other foreign player or allowing the Company to export its products. Hence, right from the beginning, the target for the Company was only limited to the Indian market 6. Most successful joint venture of India: Over the year, Company has grown consistently, earning the title of the world‘s largest motorcycle manufacturer after having manufactured 1. million vehicles in 2001. They have retained this distinction till date and have an annual sales volume of over 2 million motorcycles, also owning Hero Honda ‘Splendor‘ which is the world‘s biggest motorcycle brand. They have successfully penetrated markets across the nation with over 5,000 outlets. In the last financial year 2009-2010, the company had total unit sales of 4,600,130 two-wheelers, a total net operating income of INR 158. 605 billion (app. USD 3. 52 billion) and a growth of 28. 1% 7. Reaso ns for the success of this venture:Sound and proven technical capabilities of HM Japan and the reliability of Hero Group made an effective combination. HM Japan‘s technical expertise provided better fuel efficient motorcycles and was easily sold through Hero Group‘s deep distribution network. The fact that there were no major competitors in the initial years helped the Company make the best of the growing market demand for motorcycles. With the decrease in price difference in comparison with scooters, that were the more popular choice earlier, the Company was able to successfully stabilize in the Indian market.Fall of Joint Venture It all began when the Company, Hero Group and HM Japan, in a joint press release dated on December 16, 2010, conveyed the decision to terminate the celebrated joint venture. The parties made public, the fact of selling of HM Japan‘s holding of 26% in the Company to Hero Group. Further, on the same date, Company also disclosed a Memorandu m of Understanding (MOU) signed between the Company, HM Japan and Hero Group pursuant to which the parties would enter into a new license agreement.This decision meant curtains for the 26 year old Indo-Japanese partnership. 1. Key clauses in the MOU signed between both the parties: In a meeting held on December 16, 2010, the board of directors of the Company approved the new licensing arrangement with HM Japan concurrent with the Hero Group‘s proposed acquisition of 26% stake held by HM Japan in the Company. 6 The highlights of this new arrangement (as per the press release from the Company) are given below7: All existing products of the Company to continueThe fresh licensing agreement with HM Japan to provide new models to the Company Company will have the freedom to export to new markets Company will have the independence to set-up its own research and development (R&D) and new product development capabilities and acquire technology No change in ongoing operations Process fo r smooth transition was finalized between the parties Name of the Company and the brand name to be changed over time Subsequently, vide a disclosure made on January 24, 2011, Company confirmed that HM Japan and the Company had executed the final binding licensing greements on January 22, 2011 with respect to existing products and new products following the MOU of December 16, 2010, which had been approved by their respective boards of directors. 2. What are the main reasons for the split? In spite of being the largest two-wheeler manufacturer in the world and riding on one of the most successful joint ventures, it seems like both the partners have had some misgivings. Key reasons that could have played a role in this historic descend are discussed here: i) Supply of components: HM Japan asked the Company to increase the supply of components ordered from HM Japan which led to disagreement between two parties for the first time. HM Japan wanted to increase its royalty from the sales o f components in the joint venture, but has been unable to do so because the bulk of the sales of almost 60%, are contributed by relatively older bikes â€Å"Splendor† and â€Å"Passion† for which the components are relatively standard and the profit margins are less (ii) Reluctance to share key technology: More stringent emission norms are set to kick in by 2015 for two-wheeler makers in India.The new Bharat Stage IV norms (BS-IV), to be imposed across India for two-wheelers by then, would be very different from the Bharat Stage III norms (BS-III) applicable today. Manufacturers are expected to make technical changes to their vehicles accordingly. Industry sources say that HM Japan and other global two-wheeler makers are investing heavily on upgrading technology to comply with new emission norms in different parts of the world. While the Indian two-wheeler market will move to BS-IV (corresponding to Euro-IV) in 2015, the European region will be upgraded to Euro-V in th e same period.HM Japan knows that better fuel injection systems are required to meet the next level of emission standards in India. HM Japan has invested heavily in making its products more fuel-efficient and it is aware that it does not stand to gain much by sharing this crucial technology with the Company. This seems to be one of the reasons why HM Japan opted to end its 26-year-old alliance with the Hero Group (iii) Brand confusion: Analysts feel that the expansion of Honda Motorcycle and Scooter India Private Limited (HMSI) and the overlaps between the two companies (i. e.HMSI and the Company) is hurting the Company. They also feel that this is leading to brand confusion because the products of both the companies are out in the market and they seem to believe that the consumer is getting confused as to which is the real ‘Honda‘ (iv) Distrust between the two companies: Certain board members also feel that there has been preferential treatment that has been given to HM SI when it comes to product and technology. They feel high-margin products seem to have found out their way into the HMSI stable whereas the low-margin products seem to have gone the way of the Company. v) Bar on exports hurt the long term growth of the Company: The board members also feel that the bar on exports for the Company is not an equitable arrangement. So far, the joint venture did not permit the Company to set foot overseas. An industry peer such as Bajaj Auto Limited exports about 30% of its motorcycles in a year. As a consequence, under the MOU and the new licensing agreement, Company won‘t have geographic constraints. (vi) Liberalization of FDI norms: The regulatory restrictions did not permit foreign investments in the 1980s.Joint ventures were a necessity at the time, done more from legal compulsions rather than commercial aspirations. Today, there are fewer restrictions. Global companies in most sectors, seeking to enter India, can make pure commercial decision s for themselves, if they want to set up a 100% subsidiary in India or enter through a joint venture. Companies with a strong network and international operating experience may like to come into India through a 100% stake and this is what HM Japan is aiming for. Post Termination of Joint VentureOffshore Japan 9. 75% 38. 04% 8. 67% 17. 33% + 26% .21% 26% INDIA Financial Institutions Individual Promoters BCIPL Hero Honda Motors Limited Bain Capital India Private Investors Lathe Investors Private Limited Honda Motor Company Limited HPIL Others 1. Mode of Exit: As mentioned further above, the parties initially made it clear that the termination of the joint venture will happen by way of the acquisition of the full 26% holding of the Company held by HM Japan by HIPL.On March 8, 2011, HIPL made a filing to the BSE and NSE as required under Regulation 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Code) thereby disclosing that it proposes to acquire the entire 26% shareholding of the Company, currently held by HM Japan, on or about March 22, 2011. As a consequence of such an acquisition, the Hero Group, through its subsidiary HIPL, will consolidate its holding in the Company to 43. 33%. In combination with BCIPL, Hero Group will, thus, indirectly hold 52% in the Company. . Mode of Funding the Deal: Hero Group announced on March 8, 2011 that HIPL will be acquiring the 26% shareholding of the Company from HM Japan for a deal size of INR 38. 418 billion, which breaks into INR 739. 97 (app. USD 16. 44) per share of the Company. The announced purchase price is at a sharp discount than the market price of the shares of the Company. Interestingly, on the date of announcement of the deal size, the share price of the Company on the stock exchange in India is almost double than the acquisition price per share.HIPL has sourced the funds for the said acquisition of 26% stake of the Company in the following form: (i) Bridge Financi ng: HIPL has pledged its entire shareholding of 17. 33% in the Company in order to bridge finance its buyout of HM Japan‘s 26% stake in the joint venture. HIPL has pledged: (a) 10,741,798 shares representing 5. 379% of stake in the Company towards Axis Trustee Services Limited; (b) 11,935,331 shares representing 5. 977% of stake in the Company towards IL&FS Trust Company Limited; and (c) 11,935,331 shares representing 5. 977% of stake in the Company towards IDBI Trusteeship Services Limited.The above mentioned shares have been pledged by HIPL to issue short term debt, through non-convertible debentures expiring in 3 months, to fund the purchase of the shares of the Company from HM Japan. Insurance companies, Non-banking financial companies and mutual funds have bought the short-term bonds of the Company. (ii) Funding from private equity investors: Preceding the pledge of shares of the Company by HIPL, HIPL had made an application to the Foreign Investment Promotion Board (FIPB ) in respect to foreign investment in HIPL by certain private equity investors for the purpose of acquisition of the stake of the Company held by HM Japan.As the consideration involved is in excess of INR 12 billion (app. USD 266. 66 million), and the investment requires prior FIPB approval, the same needs to be approved by the Cabinet Committee on Economic Affairs (CCEA? ), in addition to the FIPB. Subsequent to the approval from the CCEA and FIPB, HIPL would repay the short term debt raised from the debenture holders from the funds invested by the Investors in HIPL. 3. Who are the offshore private equity investors investing in HIPL? : Dr. Brij Mohan Lall Munjal, Chairman of the Company, confirmed that HIPL has signed ? efinitive agreements? with private equity firms BC India Private Investors II, an affiliate of Bain Capital LLC, and Lathe Investment Private Limited, a wholly owned subsidiary of Government of Singapore Investment Corporation (Ventures). HIPL proposes to fund the a cquisition by issuing securities to the Investors worth INR 45 billion (app. USD 1 billion). BC India Private Investors II has agreed to pick up 70% of the investment and the balance 30% will be held by Lathe Investment Private Limited. 4. What is the speculation regarding payment of royalty under the new licensing arrangement? As was expected, HM Japan will end up selling its 26% stake to the Hero Group at a substantial discount to the market price. To offset this, there is a speculation that the Company would now have to pay higher royalty amounts till 2014 as an arrangement under the new licensing agreement entered between the parties on January 22, 2011. In addition, experts say the Japanese automaker's royalty from the Company will `most likely' be subject to corporate tax in Japan. Interestingly, on December 18, 2010, Japan's Nikkei daily reported that HM Japan would divest its stake to its Indian partner for INR 54 billion (app.USD 1. 2 billion) when the current market value of its holdings is nearly INR 99 billion (app. USD 2. 1 billion), that is, at a discount of nearly 45% to the market. However, as per a report, HM Japan's royalty from the Company is expected to jump three-fold, from the present 2. 6% of total sales to 8%. This will last 3 years till 2014 when the technology pact between the two partners expires. At present, this royalty outgo is around INR 4. 2 billion (app. USD 93. 33 million), which will triple to nearly INR 14 billion (app. USD 311. 11 million) per year, for the next 3 years.In the process, HM Japan will get over INR 40 billion (app. USD 888. 88 million), as pre-tax royalty. However, the Hero Group has denied any increment in rate of payment of royalty to HM Japan and the licensing agreement signed between the two groups on January 22, 2011 seeks to keep the royalty rate at around 2. 3 -3% 5. What are the consequences of HM Japan exiting the joint venture? How does it impact on the future of the Company? : Continuation of suppor t from HM Japan in the form of a licensing agreement related to technology transfer for new products is expected to provide the Company an adequate time to put in place ong term alternatives for technology support. On the business side, notwithstanding the cessation of joint venture agreement, the Company may be considered to have the ability to protect its market share and product franchise over the short to medium term benefitting from the Company‘s management‘s knowledge of the Indian consumers, Company‘s wide distribution network, an established supply chain besides strong relationship enjoyed by the Company with its dealers and vendors.The impact on the Company over the longer term would depend on the Company‘s ability to forge alternative technology tie-ups and sustain the confidence of all stakeholders. Overall, with the exit of HM Japan, the Company would need to scale up its product development initiatives, which may impact its return indicators goin g forward. Nevertheless, the Company could benefit from expanding its presence in overseas markets through exports and/or by establishing production facilities overseas, something it could not do earlier because of the restrictions under the joint venture agreement with HM Japan.Given the high competitive intensity in overseas markets on account of presence of many players from India, China, Japan etc, Company‘s ability to increase penetration in new geographies and at the same time maintain profitability would be tested in the coming years Legal and regulatory considerations: 1. Will HIPL be required to make an open offer under the Takeover Code?Under the Takeover Code, the open offer requirements are triggered in the following three situations: (i) 15% shares or voting rights: When an acquirer acquires shares or voting rights which entitles it to exercise 15% or more of the voting rights in a listed company. (ii) Creeping acquisition limit: When an acquirer, who holds 15% or more, but less than 55% shares or voting rights in a company, acquires, additional shares or voting rights entitling him to exercise more than 5% of the voting rights of a company, in a given financial year. iii) Voting Control: When an acquirer acquires control over the target company, irrespective of whether or not there has been any acquisition of shares or voting rights. However, Regulation 3 of the Takeover Code provides certain exemptions from the open offer requirements one such exception is inter se transfer of shares amongst â€Å"qualifying promoters†; provided that the transferor promoter as well as the transferee promoter has been holding shares in the target company for a period of at least 3 years prior to the proposed acquisition.Since, shares of the Company are proposed to be purchased by HIPL from HM Japan, and both HIPL and HM Japan have been named as promoters in the shareholding pattern disclosed to the stock exchanges for the past 3 years, the inter se t ransfer of shares amongst them should not trigger the open offer requirements under the Takeover Code. 2. Does the investment by Investors in HIPL require prior Government / FIPB approval? Regulation 4. 6. of the Consolidated Foreign Direct Investment Policy, released on October 1, 2010 (FDI Policy) provides the guidelines for foreign investment into investing companies. Regulation 4. 6. 4 (iii)(a) of the FDI Policy states that – foreign investment in ‘Investing Companies‘ will require the prior Government / FIPB approval, regardless of the amount or extent of foreign investment. Since, HIPL is holding the shares of the Company and is registered as a NBFC as per the list of non deposit accepting NBFCs on the RBI website, foreign investments in HIPL will require prior FIPB approval.Further, as per Regulation 4. 9. 1(ii) of the FDI Policy, the recommendations of FIPB on proposals with total foreign equity inflow of more than INR 12 billion (app. USD 266. 66 million) would be placed for consideration of CCEA. From the press release dated February 23, 2011 issued by the Government of India, Ministry of Finance, Department of Economic Affairs, (FIPB Unit) it is clear that HIPL had applied to FIPB for approval of induction of foreign equity upto INR 45 billion (app.USD 1 billion), and the matter has now been recommended for the consideration of CCEA. 3. Will the Investors be required to make an open offer under the Takeover Code? Since, acquisition of stake in HIPL by the Investors will only give it an indirect holding of less than 15% in the Company, and it does not seem that the Investors would be acquiring control of the Company, the Investors may not be required to make an open offer under the Takeover Code. . What will be the disclosure requirements in respect of the proposed transfer of shares of the Company? Disclosures by HIPL: (i) Under Takeover Code: Since, post the acquisition, the shareholding of HIPL would entitle it to more than 14% shares / voting rights in the Company, HIPL will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the stock exchanges where shares of the Company are listed.Further, since the acquisitions will be under Regulation 3(1)(e), and the acquisition will be more than 5%, HIPL will be required to notify the stock exchanges where the shares of the company are listed, for information of the public, of the details of the proposed transactions at least 4 working days in advance of the date of the proposed acquisition. ii) Under SEBI (Insider Trading) Regulations, 1992: Since, HIPL is currently holding more than 5% shares in the Company, and pursuant to the Proposed Transaction it will acquire more than 2% of the total shareholding in the Company, HIPL will need to make a disclosure under Regulation 13(3) of the Insider Trading Regulations to the CompanyDisclosures by the Investors (i) Under Takeover Code: Since, post the acquisition, PE Investors, will get an indirect holding of close to 13% in the Company, the Investors will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the stock exchanges where shares of the Company are listed. Disclosures by the Company i) Under Takeover Code: Since, Company‘s shares are acquired in a manner referred to in Regulation 7(1) as mentioned above, Company needs to disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above, within 7 days of receipt of information under Regulation 7(1). (ii) Under Insider Trading Regulations: The Company shall within 2 working days of receipt of information under Regulation 13(3) from HIPL as mentioned above, disclose the same to all the stock exchanges on which the Company is listed. . What will be the mode of acquisition of shares of the Company by HIPL? From the shareholding pattern on the BSE website as on December, 2 010, it appears that the shares of the Company held by HM Japan are in physical form. If the transfer of shares takes place in physical form, a stamp duty of 0. 25% of the value of shares shall be applicable; however, no stamp duty shall be applicable, if the shares are transferred in dematerialized form. If the shares are in dematerialized form, the transfer may take place either off the floor of the stock exchange or on the floor of the stock exchange.As mentioned above, an off the floor of the stock exchange transfer may lead to higher tax implications compared to an on the floor of the stock exchange transfer. On the floor of the stock exchange, the transfer can take place in two ways, i. e. (i) by way of a block deal and (ii) by way of a bulk deal. Block deal: A block deal is execution of large trades through a single transaction. For this purpose, stock exchanges are permitted to provide a separate trading window.Block deal will be subject inter alia to the following condition s (a) The said trading window may be kept open for a limited period of 35 minutes from the beginning of trading hours i. e. the trading window shall remain open from 9. 15 am to 9. 50 am. (b) The orders may be placed in this window at a price not exceeding +1% from the ruling market price / previous day closing price, as applicable. (c) An order may be placed for a minimum quantity of 5,00,000 shares or minimum value of INR 50 million (app. USD 1. 11 million). (d) Every trade executed in this window must result in delivery and shall not be squared off or reversed. e) The stock exchanges shall disseminate the information on block deals such as the name of the scrip, name of the client, quantity of shares bought/sold, traded price, etc to the general public on the same day, after the market hours. Since, the proposed consideration price for the transfer of the shares of the Company is INR 739. 9735 (app. USD 16. 44) and the prevailing market price on March 10, 2011 is INR 1,537, it is unlikely that the condition (b) mentioned above would have been satisfied. 6. Why is HIPL issuing debentures of minimum maturity of 3 months and not less?From reports dated February 28, 2011, it appears that HIPL is raising short term debt through non-convertible debentures expiring in 3 months, for which it has pledged the shares of the Company as collateral. The group is raising debt because funds from private equity firms will take some time and HM Japan wants an early exit. But why is the term of the debentures for 3 months and not shorter? The RBI had issued directions (NCD Directions), to regulate the issuance of non-convertible debentures of original or initial maturity up to 1 year and issued by way of a private placement (NCDs) by corporate.The NCD Directions provides that the NCDs shall not be issued for maturities of less than 90 days from the date of issue. The exercise date of option (put/call), if any, attached to such NCDs, also shall not fall within the period of ni nety days from the date of issue. Therefore, in light of the NCD Directions, HIPL is prohibited from issuing NCDs of maturity less than 3 months. 7. What will be disclosure requirements in case of pledge of shares of the Company to raise loans by way of NCDs?By HIPL: HIPL, being a part of the promoter group of the Company, shall within 7 working days from the date of creation of pledge on shares of the Company held by it, inform the details of such pledge of shares to the Company under Regulation 8A(2) of the Takeover Code. By the Pledgees: Since, the term acquirer under Regulation 7(1) of the Takeover Code has been clarified to include a pledgee, other than a bank or a financial institution, therefore, the Pledgees in whose favour the shares of the Company are pledged, and the threshold of 5%, 10%, 14% etc. re crossed, shall make disclosure to the Company and to the relevant stock exchange within 2 days of creation of pledge. By the Company: Company shall disclose the information r eceived by it under Regulation 8A(4) of the Takeover Code to all the stock exchanges on which its shares are listed. 44 Further, the Company shall also disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above within 7 days of receipt of information under Regulation 7(1) of the Takeover Code . Will the recently notified merger control regulations affect the Proposed Transaction? On March 4, 2011, the Government of India, Ministry of Corporate Affairs notified the much debated provisions of the Competition Act, 2002 (Competition Act) relating to combinations? namely Sections 5 and 6. Although notified as of March 4, 2011, these provisions are to take effect from June 1, 2011 (Effective Date) giving all those subject to the same, a period of 3 months to tie loose ends and complete unfinished transactions before getting entangled in the web of the Act.Since, the merger control provisions will come into force from the Effective Date, and the proposed acquisition of the shares of the Company is to take effect on March 22, 2010, the acquisition may not be subject to the filing / approval requirements under Sections 5 and 6 of the Competition Act. However, if the subscription of the shares of HIPL by the Investors does not take place before June 1, 2011, due to delay in approval by the CCEA or otherwise, it is likely that the Investors would be hit by the notifications regarding merger control provisions as mentioned above.However, vide its notification on March 4, 2011 the Government of India has exempted the acquisitions of small enterprises whose turnover is less than INR 7. 5 billion (approx USD 167 million) or whose assets value is less than INR 2. 5 billion (approx USD 56 million) from the definition of combination as defined under Section 5 of the Act. Therefore, if HIPL does not breach any of the exemption thresholds as mentioned above, the Investors will be ex empted from the approval requirements under the Competition Act, even if the Proposed Transaction closes post June 1, 2011. . Would HM Japan have required any prior approval while setting up its subsidiary HMSI in India? Press Note 18 (1998 Series) issued by the Department of Industrial Policy & Promotion provides that â€Å"automatic route for FDI and/or technology collaboration would not be available to those who have or had any previous joint venture or technology transfer/trade-mark agreement in the same or allied field in India†.?Since, both HMSI and the Company are in the same / allied fields, and HMSI was set up post 1998, it is likely that HM Japan may have obtained Government / FIPB approval prior to or at the time of setting up its subsidiary. 5. CONCLUSION Through our analysis we have seen that demergers are as complex as mergers or sometimes even more complex than mergers.The following were the key motivations and reasons behind the demerger: Lack of trust between the two companies whether it was related to supply of components or regarding the sharing of technology Honda motors can now successfully sell products branded solely with Honda marquee Hero will get to fulfil it unrealized dream of exploring lucrative export markets Liberalized FDI norms also favoured demerger because now Honda could setup wholly owned company The financing of the deal as in analysis part we saw was carefully structured to satisfy the legal and regulatory requirements which led HPIL to pledge its shares for short duration of three months, a period for getting approval for a foreign investment firm investing in an Indian investment firm. The major issues arise in the demerger are mainly regarding sharing o transfer of the assets of the pre demerger company. The following clauses were included in MOU to address those issues: All existing products of the Company to continueThe fresh licensing agreement with HM Japan to provide new models to the Company Company will h ave the freedom to export to new markets Company will have the independence to set-up its own research and development (R&D) and new product development capabilities and acquire technology No change in ongoing operations Process for smooth transition was finalized between the parties Name of the Company and the brand name to be changed over time The disclosure and compliance requirements under SEBI insider trading rule, Takeover code, RBI, BSE and FIPB are heavy because company (pre demerger) is a listed entity and is a joint venture between Indian and a foreign firm. The involvement of foreign PE investors further made the issue complex.But all the legal, strategic and regulatory requirements have been carefully taken care of and clearly complied by both the companies and a clear and dispute free framework has been adopted regarding sharing of assets like brand name and technology. 6. 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Friday, August 30, 2019

Globalization and the Digital Divide Essay

The globalization era has been developing in recent years. The use of technology has an important role in running the business. Any information about companies can be known in a second. This condition pushes the people in business to provide the accurate, detail and trusted information which is related to the company. It also makes the company compete to improve the performance of their operational activities. To help understand how modern business development, every company definitely has an orientation to make a high profit, therefore the company tries to build a good image in public. Companies will compete to increase their success both in industry and trade field. At first, the company will be profit-oriented, but as it progresses, it is not only focused on profit-making but also focused on social responsibility to keep the company alive. Companies must think about the impact on their environment. Rapid business development drives industry growth, especially in Indonesia. An industrial activity must be related to the utilization of resources and produce valuable products. This will have a direct and indirect impact on the environment. The natural resource management industry, especially the management of non-renewable resources (petroleum, natural gas, coal industries, etc.) is a short-term industry, but it has a long-term impact on the environment. Despite having a positive impact on the economy of a country, an industrial activity also has a negative impact on the surrounding environment. Negative impacts due to activities that cause environmental damage, should be minimized first for the good of the company and the community. At the same time, governments, stock exchanges, markets, investors and the public require companies to be transparent about the goals, performance, and impacts of their sustainability. Then came the practice of CSR (Corporate Social Responsibility) in the business world. CSR is the company’s contribution to the stakeholders towards sustainable development by minimizing the negative impact of operational activities. Now CSR is widely known and in Indonesia has many companies that apply it. In addition, the policy has been made regarding the disclosure of CSR as stipulated in Law of the Republic of Indonesia Number 40 of 2007 and mentioned that a company that carries out its business activities in relation to natural resources, is obliged to carry out social and environmental responsibility. CSR is expressed in a report called Sustainability Report. As reported in www.globalreporting.org (2017), Sustainability Report is a report published by the company about the economic, environmental, and social impacts caused by daily operational activities of the company. One of the guidelines that can be used by companies in carrying out CSR activities is the GRI (Global Reporting Initiative). GRI is an international non-profit organization with network-based structure. GRI encourages the implementation of reporting with Sustainability Report as a way for companies and organizations to become more sustainable and contribute to a sustainable global economy. Companies report their activities based on principles and disclosures of standards in accordance with GRI Generation 4 (G4 Guidelines). In that way, the companies will feel the importance of CSR reporting that can improve their image, bring profit and ensure the survival of the company. However, if a company does not report CSR, it will create a conflict with stakeholders. Manufacturing is an industry whose main activity is processing or converting raw materials into finished or semi-finished goods so that goods have added value. Each processing of raw materials from manufacturers would produce waste, causes the environment to feel its impact. The large number of manufacturing companies operating in Java Island, making Java is the largest contributor of waste in Indonesia (National Geographic Indonesia, 2011). That is why covering the issue of environmental damage must be with a high skepticism. Because, besides a large number of output produced by the manufacturing company for its operational activities, it is still more output to be spent to repair environmental damage. Cases of thousands of liters of oil owned by PT Central Georgette Nusantara Printing (CGNP) that spill out pollutes Cibingbin River in Bandung, West Java makes people uneasy because the waste has been polluting the river that empties into the Sanguling Reservoir. The company’s operational activities in this area cause environmental damage and harm the people around. It also causes two hectares of paddy fields managed by local people, threatened crops failing. This condition makes people consider the environmental issues are the main ones. After getting pressure from both the government and the people around the factory, the company is ultimately responsible for the environmental pollution issue. The case above pushes the role of CSR as a business-enhancing success for a company. This research is using firm size, profitability, leverage, public ownership and industry sensitivity as independent variables and CSR disclosure which uses G4 guidelines as the dependent variable. Firm size is an indicator that can indicate a condition or characteristic (large or small) of a company. Large companies are more in demand by analysts and brokers because they tend to be easy to publish financial reports and tend to be in stable performance positions (Astuti & Nugrahanti, 2015). Profitability measures the overall effectiveness of management in generating profits with its assets (Smart & Graham, 2010, p. 66). It means to measure the activity of the company in earned net profit. Leverage provides a description of the company’s capital structure, thus it can use to see the level of risk of uncollectible debt (Fahrizqi, 2010). Public ownership is the proportion of share ownership owned by the public of the company’s shares (Arthana, 2012). Industry sensitivity ca n be interpreted as how big the influence of industrial activity that is directly related to the environment (Winarsih, 2015). The research about the determinant of CSR has been done by some researchers such as Arthana (2012) showed that public ownership and firm size have no significant effect on CSR disclosure. Meanwhile, leverage and profitability have a significant effect on CSR disclosure. However, it was a different research by Kusuma (2012). It showed that that firm size and public ownership have a significant effect on CSR disclosure and leverage does not affect the CSR disclosure. The research by Kusuma (2012) was support by Wijaya (2012), Zanirah (2012) and M. Nur & D. Priantinah (2012) showed that firm size significantly influences, but to leverage and profitability does not affect the disclosure of social responsibility. Zanirah (2012) showed that the firm size has a positive significant effect and leverage has a negative effect, while profitability has no significant effect on CSR disclosure. M. Nur & D. Priantinah (2012) showed that profitability and public ownership have no significant effect on CSR disclosure. Firm size has a positive significant effect and leverage has a negative significant effect. C. Putra (2012) has a different result compared with M. Nur & D. Priantinah (2012) and Zanirah (2012). It showed that firm size has a significant effect on CSR disclosure in manufacture companies while leverage, profitability, and public ownership have no significant effect. From earlier studies that show the different effects on CSR disclosure exhibit the research gap with different variable and different object push the researcher to retest research by C. Putra (2012) by adding a variable to improve the results about â€Å"THE EFFECT OF FIRM SIZE, PROFITABILITY, LEVERAGE, PUBLIC OWNERSHIP AND INDUSTRY SENSITIVITY ON CSR DISCLOSURE (A CASE STUDY OF MANUFACTURING COMPANIES LISTED IN INDONESIA STOCK EXCHANGE YEAR 2013-2017)† Research Questions Based on the background, the research questions that are discussed in this research are: Does firm size have a partial effect to CSR disclosure on manufacturing companies listed in Indonesia Stock Exchange at 2013-2017? Does profitability have a partial effect to CSR disclosure on manufacturing companies listed in Indonesia Stock Exchange at 2013-2017? Does leverage have a partial effect to CSR disclosure on manufacturing companies listed in Indonesia Stock Exchange at 2013-2017? Does public ownership have a partial effect to CSR disclosure on manufacturing companies listed in Indonesia Stock Exchange at 2013-2017? Does industry sensitivity have a partial effect to CSR disclosure on manufacturing companies listed in Indonesia Stock Exchange at 2013-2017? Do firm size, profitability, leverage, public ownership and industry sensitivity have a simultaneous effect to CSR disclosure on manufacturing companies listed in Indonesia Stock Exchange at 2013-2017? Research Limitation The discussion of the problem is limited to affecting some variable to CSR disclosure, which consists of firm size, profitability, leverage, public ownership and industry sensitivity. The company which is observed is manufacturing companies listed on Indonesia Stock Exchange at 2013-2017. Research Purpose To analyze whether firm size has a partial effect to CSR disclosure to manufacturing companies listed in Indonesia Stock Exchange at 2013-2017. To analyze whether profitability has a partial effect to CSR disclosure to manufacturing companies listed in Indonesia Stock Exchange at 2013-2017. To analyze whether leverage has a partial effect to CSR disclosure to manufacturing companies listed in Indonesia Stock Exchange at 2013-2017. To analyze whether public ownership has a partial effect to CSR disclosure to manufacturing companies listed in Indonesia Stock Exchange at 2013-2017. To analyze whether industry sensitivity has a partial effect to CSR disclosure to manufacturing companies listed in Indonesia Stock Exchange at 2013-2017. To analyze whether firm size, profitability, leverage, public ownership and industry sensitivity have a simultaneous effect to CSR disclosure to manufacturing companies listed in Indonesia Stock Exchange at 2013-2017. Benefit For Company This study is expected to give information for manufacturing companies in preparing meaningful sustainability reports and making steady sustainability reporting and directed to standard practice. It contributes to the understanding of determinants of CSR disclosure to improve the implementation of disclosure guidelines. This study is expected to be an input for companies in doing consideration and decision making which will be useful in providing an additional value of the company. For investor As an overview of CSR disclosure that serves as a reference for investment decision making. For accounting department As a meaningful contribution to the accounting department to develop a study of financial management especially for CSR disclosure. For student This study helps extends the scope of previous studies by introducing independent and dependent variables engage with CSR. The results of this study are expected to be a reference and comparison for further research, which is a concern with the CSR disclosure. Glossary Firm Size Firm size is the number of assets owned by the company. Thus, the large and small of a company can be seen by its assets ADDIN CSL_CITATION { â€Å"citationItems† : [ { â€Å"id† : â€Å"ITEM-1†, â€Å"itemData† : { â€Å"DOI† : â€Å"10.1017/CBO9781107415324.004†, â€Å"ISBN† : â€Å"9788578110796†, â€Å"ISSN† : â€Å"1098-6596†, â€Å"PMID† : â€Å"25246403†, â€Å"author† : [ { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Rahman†, â€Å"given† : â€Å"Arif†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† }, { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Widyasari†, â€Å"given† : â€Å"Kurnia Nur†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† } ], â€Å"container-title† : â€Å"Jurnal Akuntansi & Auditing Indonesia†, â€Å"id† : â€Å"ITEM-1†, â€Å"issue† : â€Å"1†, â€Å"issued† : { â€Å"date-parts† : [ [ â€Å"2008† ] ] }, â€Å"page† : â€Å"25-35†, â€Å"title† : â€Å"The analysis of company characteristic influence towards CSR disclosure: Empirical evidence of manufacturing companies listed in JSX†, â€Å"type† : â€Å"article-journal†, â€Å"volume† : â€Å"12† }, â€Å"uris† : [ â€Å"http://www.mendeley.com/documents/?uuid=ad81e84f-e72e-4aeb-998f-b3df3f96da8f† ] } ], â€Å"mendeley† : { â€Å"formattedCitation† : â€Å"(Rahman & Widyasari, 2008)†, â€Å"plainTextFormattedCitation† : â€Å"(Rahman & Widyasari, 2008)†, â€Å"previouslyFormattedCitation† : â€Å"(Rahman & Widyasari, 2008)† }, â€Å"propertiesâ₠¬  : { â€Å"noteIndex† : 9 }, â€Å"schema† : â€Å"https://github.com/citation-style-language/schema/raw/master/csl-citation.json† }(Rahman & Widyasari, 2008). Profitability Profitability measure the focus on company profits ADDIN CSL_CITATION { â€Å"citationItems† : [ { â€Å"id† : â€Å"ITEM-1†, â€Å"itemData† : { â€Å"author† : [ { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Marcus†, â€Å"given† : â€Å"Brealey Myers†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† } ], â€Å"edition† : â€Å"Lima†, â€Å"id† : â€Å"ITEM-1†, â€Å"issued† : { â€Å"date-parts† : [ [ â€Å"2006† ] ] }, â€Å"number-of-pages† : â€Å"372†, â€Å"publisher† : â€Å"Erlangga†, â€Å"title† : â€Å"Dasar-Dasar Manajemen Keuangan Perusahaan Jilid 2†, â€Å"type† : â€Å"book† }, â€Å"uris† : [ â€Å"http://www.mendeley.com/documents/?uuid=eaa4ed05-0031-4fc6-9f14-1d31d7503a15† ] } ], â€Å"mendeley† : { â€Å"formattedCitation† : â€Å"(Marcus, 2006)†, â€Å"manualFormatting† : â€Å"(Marcus, 2006, p. 80)†, â€Å"plainTextFormattedCitation† : â€Å"(Marcus, 2006)†, â€Å"previouslyFormattedCitation† : â€Å"(Marcus, 2006)† }, â€Å"properties† : { â€Å"noteIndex† : 9 }, â€Å"schema† : â€Å"https://github.com/citation-style-language/schema/raw/master/csl-citation.json† }(Marcus, 2006, p. 80). Big companies are expected to earn more profit than small companies. It also measures the using of the efficiency of company assets ADDIN CSL_CITATION { â€Å"citationItems† : [ { â€Å"id† : â€Å"ITEM-1†, â€Å"itemData† : { â€Å"author† : [ { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Husnan†, â€Å"given† : â€Å"Suad†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-n ames† : false, â€Å"suffix† : â€Å"† }, { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Enny Pudjiastuti†, â€Å"given† : â€Å"†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† } ], â€Å"edition† : â€Å"Pertama†, â€Å"id† : â€Å"ITEM-1†, â€Å"issued† : { â€Å"date-parts† : [ [ â€Å"1996† ] ] }, â€Å"publisher† : â€Å"Unit Penerbit dan Percetakan (UPP) – AMP YKPN†, â€Å"publisher-place† : â€Å"Yogyakarta†, â€Å"title† : â€Å"Dasar-Dasar Manajemen Keuangan†, â€Å"type† : â€Å"book† }, â€Å"uris† : [ â€Å"http://www.mendeley.com/documents/?uuid=561254b1-8c37-4dae-9f07-9552249e0f60† ] } ], â€Å"mendeley† : { â€Å"formattedCitation† : â€Å"(Husnan & Enny Pudjiastuti, 1996)â⠂¬ , â€Å"manualFormatting† : â€Å"(Husnan & Enny Pudjiastuti, 1996, p. 73)†, â€Å"plainTextFormattedCitation† : â€Å"(Husnan & Enny Pudjiastuti, 1996)†, â€Å"previouslyFormattedCitation† : â€Å"(Husnan & Enny Pudjiastuti, 1996)† }, â€Å"properties† : { â€Å"noteIndex† : 9 }, â€Å"schema† : â€Å"https://github.com/citation-style-language/schema/raw/master/csl-citation.json† }(Husnan & Enny Pudjiastuti, 1996, p. 73). Leverage Leverage means measuring the company’s ability to fulfill its financial obligations. It can be that leverage is measure how far the company uses debt ADDIN CSL_CITATION { â€Å"citationItems† : [ { â€Å"id† : â€Å"ITEM-1†, â€Å"itemData† : { â€Å"author† : [ { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Husnan†, â€Å"given† : â€Å"Suad†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† }, { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Enny Pudjiastuti†, â€Å"given† : â€Å"†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† } ], â€Å"edition† : â€Å"Pertama†, â€Å"id† : â€Å"ITEM-1†, â€Å"issued† : { â€Å"date-parts† : [ [ â⠂¬Å"1996† ] ] }, â€Å"publisher† : â€Å"Unit Penerbit dan Percetakan (UPP) – AMP YKPN†, â€Å"publisher-place† : â€Å"Yogyakarta†, â€Å"title† : â€Å"Dasar-Dasar Manajemen Keuangan†, â€Å"type† : â€Å"book† }, â€Å"uris† : [ â€Å"http://www.mendeley.com/documents/?uuid=561254b1-8c37-4dae-9f07-9552249e0f60† ] } ], â€Å"mendeley† : { â€Å"formattedCitation† : â€Å"(Husnan & Enny Pudjiastuti, 1996)†, â€Å"manualFormatting† : â€Å"(Husnan & Enny Pudjiastuti, 1996, p. 70)†, â€Å"plainTextFormattedCitation† : â€Å"(Husnan & Enny Pudjiastuti, 1996)†, â€Å"previouslyFormattedCitation† : â€Å"(Husnan & Enny Pudjiastuti, 1996)† }, â€Å"properties† : { â€Å"noteIndex† : 9 }, â€Å"schema† : â€Å"https://github.com/citation-style-language/schema/raw/master/csl-citation.json† }(Husnan & Enny Pudjiastuti, 1996, p. 70). Public Ownership Public ownership is the proportion of share ownership owned by the public of the company’s shares ADDIN CSL_CITATION { â€Å"citationItems† : [ { â€Å"id† : â€Å"ITEM-1†, â€Å"itemData† : { â€Å"author† : [ { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Arthana†, â€Å"given† : â€Å"Ronny†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† } ], â€Å"container-title† : â€Å"Jurnal Ilmiah Mahasiswa FEB UB†, â€Å"id† : â€Å"ITEM-1†, â€Å"issue† : â€Å"2†, â€Å"issued† : { â€Å"date-parts† : [ [ â€Å"2012† ] ] }, â€Å"page† : â€Å"1-14†, â€Å"title† : â€Å"Pengaruh Karakteristik Perusahaan Terhadap Pengungkapan Tanggung Jawab Sosial Perusahaan (CSR) Pada Perusahaan Yang Terdaftar Di Indeks LQ45 Bursa Saham Indonesia (BEI)†, â€Å"type† : â€Å"article-journal†, â€Å"volume† : â€Å"1† }, â€Å"uris† : [ â€Å"http://www.mendeley.com/documents/?uuid=848daaaf-51e9-409e-b044-80ae139493e6† ] } ], â€Å"mendeley† : { â€Å"formattedCitation† : â€Å"(Arthana, 2012)†, â€Å"plainTextFormattedCitation† : â€Å"(Arthana, 2012)†, â€Å"previouslyFormattedCitation† : â€Å"(Arthana, 2012)† }, â€Å"properties† : { â€Å"noteIndex† : 9 }, â€Å"schema† : â€Å"https://github.com/citation-style-language/schema/raw/master/csl-citation.json† }(Arthana, 2012). The bigger the share which is owned by the public, the more information will be explained, the investors want to get more information about its investment and make sure that it is safely managing then the obligation will be fulfilled. Industry Sensitivity Industry sensitivity can be interpreted as how big the influence of industrial activity that is directly related to the environment ADDIN CSL_CITATION { â€Å"citationItems† : [ { â€Å"id† : â€Å"ITEM-1†, â€Å"itemData† : { â€Å"author† : [ { â€Å"dropping-particle† : â€Å"†, â€Å"family† : â€Å"Winarsih†, â€Å"given† : â€Å"Arga Mustika†, â€Å"non-dropping-particle† : â€Å"†, â€Å"parse-names† : false, â€Å"suffix† : â€Å"† } ], â€Å"id† : â€Å"ITEM-1†, â€Å"issued† : { â€Å"date-parts† : [ [ â€Å"2015† ] ] }, â€Å"title† : â€Å"Pengaruh Media Online , Sensitivitas Industri Dan Struktur Corporate Governance Terhadap Kualitas Environmental Disclosure Governance (Studi Pada Perusahaan High Profile di BEI)†, â€Å"type† : â€Å"report† }, â€Å"uris† : [ â€Å"http://www.mendeley.com/ documents/?uuid=d495d810-1aa1-41f2-8dc4-6690588eae85† ] } ], â€Å"mendeley† : { â€Å"formattedCitation† : â€Å"(Winarsih, 2015)†, â€Å"plainTextFormattedCitation† : â€Å"(Winarsih, 2015)†, â€Å"previouslyFormattedCitation† : â€Å"(Winarsih, 2015)† }, â€Å"properties† : { â€Å"noteIndex† : 10 }, â€Å"schema† : â€Å"https://github.com/citation-style-language/schema/raw/master/csl-citation.json† }(Winarsih, 2015).

Thursday, August 29, 2019

7 freedom fighter Essay

Netaji as he was called was a very prominent figure in the Indian freedom struggle. His sole aim was the freedom of his country and he termed it as a necessity and didn’t agree with Gandhiji on the terms that it can be negotiated. He was well educated and believed that there should be complete intolerance for caste-differentiation, racism or religious separation. His was so active in the Indian National Congress that he was arrested several times by the British Government. Soon he realised that international backing was a must for India’s freedom and hence started meeting leaders from Japan, Italy, and Germany who were against the British forces in the World War 2. He even met Mussolini and Hitler at different times. He was completely against the racism that The dictators propagated but he appreciated the discipline and unity of their men. It was on Hitler’s Suggestion that he went to Japan and formed the Indian National Army and started the Campaign ‘Chall o Dilli’ which though failed, wasn’t enough to break his spirit. The Slogan ‘Jai Hind’ was also given by him which still prevails. Bhagat Singh See more: Satirical essay about drugs A revolutionary who was brought up in the patriotic atmosphere, Shaheed Bhagat Singh, where Shaheed means ‘Martyr’, from a very young age all he ever dreamed was of seeing his country free. He met Rajguru and Sukhdev who shared his thoughts and together they fought several guerrilla wars fighting and revolting every British law that was against the civilians and also against the right of humanity. The Jallianwalla Baugh Massacre is one such example of the colonial inhumanity. He even blasted bombs inside the Assembly hall shouting slogans of ‘Inqualab Zindabad’( Independence Prevails) to revolt against two laws-â€Å"Trade Union Dispute Bill† and â€Å"Public Safety Bill†. All three were arrested and hanged to death. Their death, instead of silencing the people, actually acted as catalyst that ignited the fire within people as even while leaving all three kept uttering-â€Å" Sar Kata Sakte Hai mar, Sar Zhuka Sakte Nahi† ( We can have ou r heads chopped but not bowed). Chandrasekhar Azad Chandra Shekhar Azad pronunciation (help ·info) (23 July 1906 – 27 February 1931), popularly known as Azad (â€Å"The Liberated†), was an Indian revolutionary who reorganised the Hindustan Republican Association under the new name of Hindustan Socialist Republican Association (HSRA) after the death of its founder, Ram Prasad Bismil, and three other prominent party leaders, Roshan Singh, Rajendra Nath Lahiri and Ashfaqulla Khan. He is considered to be the mentor of Bhagat Singh and chief strategist of the HSRA.Ram prasad Bismil Ram Prasad Bismil Ram Prasad Bismil About this sound pronunciation (help ·info) (11 June 1897 – 19 December 1927) was an Indian revolutionary who participated in Mainpuri conspiracy of 1918, and the Kakori conspiracy of 1925, and struggled against British imperialism. As well as being a freedom fighter, he was also a patriotic poet and wrote in Hindi and Urdu using the pen names Ram, Agyat and Bismil. But, he became popular with the last name â€Å"Bismil† only. He was associated with Arya Samaj where he got inspiration from Satyarth Prakash, a book written by Swami Dayanand Saraswati. He also had a confidential connection with Lala Har Dayal through his guru Swami Somdev, a preacher of Arya Samaj. Bismil was one of the founder members of the revolutionary organisation Hindustan Republican Association. Bhagat Singh praised him[1][2] as a great poet-writer of Urdu and Hindi, who had also translated the books Catherine from English and Bolshevikon Ki Kartoot from Bengali. Several inspiring patriotic verses are attributed to him; these include the poem Sarfaroshi ki Tamanna, although that is sometimes also said to be the work of â€Å"Bismil† Azimabadi of Patna.Surya Sen Surya Sen (Bengali: à ¦ ¸Ã  §â€šÃ  ¦ °Ã  § Ã  ¦ ¯ à ¦ ¸Ã  §â€¡Ã  ¦ ¨) (22 March 1894 – 12 January 1934) was a Bengali independence fighter (against British rule) who is noted for leading the 1930 Chittagong armoury raid In Chittagong of Bengal in British India (now in Bangladesh). Sen was a school teacher by profession and was popularly called as Master Da (â€Å"da† is a suffix in Bengali language denoting elder brother). He was influenced by the nationalist ideals in 1916, when he was a student of B.A. in Behrampore College.[1] In 1918 he was selected as president of Indian National Congress, Chittagong branch. Madan Lal Dhingra Madan Lal Dhingra (1883–1909) was an Indian revolutionary freedom fighter.[1] While studying in England, he assassinated Sir William Hutt Curzon Wyllie,[2] a British official, hailed Early life  Dhingra Studied at Amritsar in MB Intermediate college up-till 1900 and then went to Lahore to study in Government College Lahore. In 1904 he led a student protest against the principal’s order to have college blazer made out of imported cloth from England. He was thrown out of college. At that time he was Student of Masters of Art. He was under the influence of Nationalist Movement of Swadeshi. He deeply studied the literature concerning the cause of Indian Poverty and famines, as solution to these problems Swaraj and Swadeshi became key issues. Then Dhingra had to work as a clerk, at Kalka in A Tonga Service being run for British family’s transport to Shimla Tonga (horse-driven cart) puller, and a factory labourer. Dhingra attempted to organise a union there, but was sacked. He worked for sometime in Mumbai, before acting upon the advice of his elder brother Dr Bihari Lal and going to England for higher studies. In 1906, Madan Lal departed for England to enroll at University College, London, to study Mechanical Engineering. He was supported by his elder brother and some nationalist activists in England. Udham Singh Udham Singh (26 December 1899 – 31 July 1940) was an Indian revolutionary, best known for assassinating Michael O’Dwyer on 13 March 1940 in what has been described as an avenging of the Jallianwalla Bagh Massacre.[1] Singh is a prominent figure of the Indian independence struggle. He is sometimes referred to as Shaheed-i-Azam Sardar Udham Singh (the expression â€Å"Shaheed-i-Azam,† Urdu: Ø ´Ã™â€¡Ã›Å'Ø ¯ Ø §Ã˜ ¹Ã˜ ¸Ã™â€¦Ã¢â‚¬Å½, means â€Å"the great martyr†). Early life Singh was born Sher Singh on 26 December 1899, at Sunam in the Sangrur district of Punjab, India, to a Kamboj Sikh farming family. His father, Sardar Tehal Singh Jammu (known as Chuhar Singh before taking the Amrit), was a railway crossing watchman in the village of Upalli. His mother died in 1901, and his father in 1907.[2] After his father’s death, Singh and his elder brother, Mukta Singh, were taken in by the Central Khalsa Orphanage Putlighar in Amritsar. At the orphanage, Singh was administered the Sikh initiatory rites and received the name of Udham Singh. He passed his matriculation examination in 1918 and left the orphanage in 1919.

Wednesday, August 28, 2019

See intructions Essay Example | Topics and Well Written Essays - 1250 words

See intructions - Essay Example The person or group of persons is what Hobbes calls sovereign (Lloyd-Hughes 151). The sovereign enters into a covenant with the people to provide them with peace and defense in return for surrendering their rights. However, he or she is guided by laws and in case the sovereign fails to protect the subjects, they can remove him from power. The citizens thus accept such a sovereign in order to ensure peace and protection. In state of nature, men are competitive and need someone to safeguard their property. Q2: Hobbes: State of Nature In the state of nature according to Hobbes, the life of man is â€Å"solitary, poor, nasty, brutish and short† (Lloyd-Hughes 149). Men in this state are equal in body and minds thus become enemies often. Moreover they are primitive thus have â€Å"no industry, culture, cannot account for time, have no arts and no society† (149). As s result, these men quarrel most of the time as they compete with each other. They become brutish and nasty and solitary as they live in continued fear and danger of death. Furthermore, they are not aware of what is right or wrong thus engage in war against each other all the time. They are also poor and do not have accommodation or own property. It is the sovereign who apportions them land and proscribes rules of ownership after a government is formed. Q3: Liberty According to natural laws all men have the natural right of liberty and as such, use such liberty to preserve his life. Even though the renounce this right for greater gain to the sovereign, they never lose the right to life and liberty (Lloyd-Hughes 150). However, there are boundaries to these liberties. An individual cannot use this liberty to inflict harm on himself or others as consequences follow as set out in the laws of the land. Liberty is to be used only to do what is profitable to them. Liberty is also limited to the particular commonwealth as each jurisdiction has its own laws what is acceptable by one nation may not be acceptable by another. Subjects also have a right to sue against subjects for violating their rights. Q4: Machiavelli: Skill (virtu) and Fortune (Fortuna) Nicollo Machiavelli in the Prince did differentiate between skill and fortune. He referred to fortune as the ability to become a prince through luck or opportunities. For example the Theseus succeeded to conquer Athenians because Athenians were dispersed (Lloyd-Hughes 91-92). That is sheer luck and wise kinds should not rely on it as fortunes can change any time. Many princes inherited dynasties but could not keep them due to lack of skills; for example, the king of Naples. Great princes are those who have the skills and ability to control fortunes such as ruthlessness, bravery and pride. This is due to the fact that â€Å"fortune rules half of our actions†¦.the other half is determined by skill and ability† (91). He says that God sends us floods but men can change future events by taking actions that can control the f loods in future. Q5: Is It Better for Ruler to be Loved or Feared? For Machiavelli, most people would like to be loved and feared at the same time but it is much better to be feared than loved. This is because in their nature, men are â€Å"ungrateful, fickle, false, and cowardly† (Lloyd-Hughes 97). As such, these men give promises to the ruler only to retreat when things get worse. They do everything for their own interest and betray you at any time. He also claims that men love on their own will

Tuesday, August 27, 2019

Past President IN Current Times Essay Example | Topics and Well Written Essays - 500 words

Past President IN Current Times - Essay Example This also brings a problem since that the next generation will suffer since there will be little finance. Thus, management should be worried about the economy. John Kennedy was a democrat, and he was able to balance his power effectively both as a President and a conveyor of public interest. While exercising the power he had as a president, he always thought about the general welfare of the people. Bureaucracies suffer from political influence (Hald-Mortensen ), which becomes a problem especially if there is incompetent leadership. There should be a distinction between administration and the political sector for there to be an assurance of effective bureaucracy run by democracy. President Kennedy was courageous and made hard and competent decisions. He went for a strike on behalf of his country against the titans who had hiked steel prices, until it amounted to a rational price. There is a problem in making decision as to abolish parole in America. The parole authorities should stand firm and be courageous in the decision they will make in future. For a country to prosper, leaders should rule using democracy, be courageous in each decision they make and also be concerned about the universal welfare of the

Monday, August 26, 2019

Does commercial ownership of the media encourage or inhibit democracy Essay

Does commercial ownership of the media encourage or inhibit democracy - Essay Example mercial ownership of media inhibits the social equality and freedom of people with latest development in the media industry coupled with the negative aspects of globalization. Commercial ownership of media tends to impact editorial decision of publications. The outcome of such interference on the editorial board is either to include or exclude communication which becomes the liberty of one person while it serves as a hindrance to another. Though proprietors or commercial giants are required to refrain from influencing media for economical and financial gain to maintain credibility, there are arguments that commercial influence is indispensable. The quality of communication determines the quality of the media and investigations are obstructed by political and commercial interference (McQuail, C. 1992. p.117). Transformation has been a continuous process since the beginning of civilizations. The beginning of civilization also marked the foundation for the exchange of information and content. From the age of signs and language till the current development of the information technology and the computer world, production, protection and distribution of information and images is core factor of social life. (Thompson, J.B. 1995 p.10) Media communications are produced in the social context and therefore comprise the symbolic content for the audience to perform an action. Thus when a word is spoken or communicated it becomes the basis for another person to undertake an action and set up relationship with others in the society (p.12). For example, television news channels are on the race to broadcast contemporary issues. However, in certain cases these news channels have a different stand point. Some news and reviews favor corporate by instilling the opinion that the survival of multinational companies is essential for the sustenance of a region or nation. This argument may be referred to the case of Coca Cola in India. Scientific results proved that the beverage

Lectures Essay Example | Topics and Well Written Essays - 750 words

Lectures - Essay Example Work by the artist has also been featured extensively e.g. in the Creators Project, The New Yorker and Dazed &Confused hence has a lot of clientele. One project extensively featuring Sougen’s artwork is the Centre of Selfies which explores selfies through different mediums i.e selfie sticks apps and many others. Very many of her stickers are on sale. Her work plays around with contrasts and transitions to express artistically and she uses digital, environmental and print media. She says, â€Å"Way of saying what I care about, this is me, this is that I want to be.† There is no doubt therefore that she highly regards art as means to express human feelings, ideas and concepts. Another project by artist an installation titled Chiarocuro that she presented during the 2013 edition of the Mapping festival in Geneva. As per the projects name, the installation explored the relation that exists between light and dark i.e. relation between our inner and outer existential facets. It amazes that in today’s world full of digital production of art, she still can create luminal spaces by accurately constructing personal visual language together with a combination of abstracts drawn by hand, sounds and light projections. She believes in making things all the time and is quoted as saying â€Å"The Screen is not the medium. We are.† Another great artist of modern times is Jan De Coster. He has an educational background in the subjects of physics and engineering. De Coster, began his interactive project productions in the mid 1990s and a landed a job as art director with BBDO. His major project is the ‘Slightly Over Done’ and it has earned him lots of work with advertising agencies. Despite his academic background, De Coaster has become a very successful artist and gone ahead to teach art courses at Brussels’ Erasmus High School. In his lecture the artist looked particularly at characters and insists that they speak a universal language. According to him, eyes are

Sunday, August 25, 2019

The Omnivores Disgust Essay Example | Topics and Well Written Essays - 1500 words

The Omnivores Disgust - Essay Example Choice gives us ‘autonomy, freedom, adaptability’ (Fischler 1988), but we must incorporate variety, because of ‘An omnivore, unlike a specialized eater, cannot obtain all the nutrients it needs from one food’ (Fischler 1988). The healthy human diet depends on diversity, but our paradox is that to stay healthy, humans must remain suspicious of possibly dangerous substances. The dilemma follows: we must orally incorporate sustenance, but, as Rozin reminds us, ‘it is not possible to specify in advance what sensory properties will characterize sources of nutrition (or toxins) in any particular environment (Rozin 1987). Thus, it was historically important that humans learn patterns of rejecting potentially poisonous food prior to allowing it to breach the barrier of the mouth. Modern eaters seldom face this aspect of the dilemma. Humans have already identified the edible and inedible substances in their environment. Food can be contaminated or spoiled, and ‘All domestic animals are potentially hazardous to human health’ (Harris 1998), but modern cooks are usually aware of how to store, prepare, and cook to eliminate this problem. Prepared food has symbolic magic qualities as â€Å"the mythical representation of nature-culture transformation’ (Falk 1991). Food is removed from a raw, untamed state and made edible in a symbolic cultural sense. How can we reject it when it has clearly been made—transformed—into food? There is nothing inherently wrong with it. Humans have learned they can eat bitter foods like coffee and that even painful foods like chiles have beneficial effects, such that they ‘delay food spoilage...make the dwellers of scorching climates sweat in a way that cools them off†¦supply essential micronutrients and protective antioxidants’ (Nabhan 2004).

Saturday, August 24, 2019

A Health Promotion For Older Adults Essay Example | Topics and Well Written Essays - 2000 words

A Health Promotion For Older Adults - Essay Example The growing number of Americans is s common founded information. For example in 2010, 40.2 million older adults (65 plus years) represented the American populace. It is approximated that by 2050 there will be more than 88.5 million older adults, twice the number in 2010. This has been treated as strange in America because the older adults have outnumbered the teenagers. Additionally, the majority of the middle aged couples have an alive parent compared to their children (three to four parents compared to just two children Markson, 2003, p.10). Relationship of race, ethnicity, and culture on health status, health belief, help-seeking behaviors, health practice (i.e., traditional and non-traditional medicine), and health outcomesThe number of American adults of 65 years and above will be more than a twofold close to 71 million by 2030. The quickly escalating number of elderly Americans has far-reaching repercussions for the country's public health structure and will bring unmatched req uirements on the conditions on the healthcare and age related-services. Public health attempts to advance health and serviceable autonomous critical strategies in assisting older people to remain healthy. According to studies, poor health does not have to be expected outcomes of aging. Elderly adults who exercise health behaviors, fully utilize clinical preventive services, and continually engage with family and friends are most likely to stay healthy, live independently and attract less health-related costs.

Friday, August 23, 2019

How far can acts of violence and coercion be attributed to beliefs and Essay

How far can acts of violence and coercion be attributed to beliefs and ideologies Discuss with reference to Block 6 and one oth - Essay Example In many parts of the globe today, there are places where violence is experienced. Violence however, can be prevented through various ways. Evidence shows that there are various implementations that can help do away with violence in the society. Among these implementations are: Developing good relationships between parents and children Education on how to prevent maltreatment Practicing gender equality Having programs in schools that address gender issues and attitudes Reducing the availability of alcohol since the effects are known to be negative to the users Supporting the economic empowerment to avoid misunderstandings among individuals. These are some of the strategies that can be implemented to make certain that violence is done away with. Coercion on the other hand, refers to the use of forceful activity to make an individual or a group of people take to take part in something in a manner which is involuntary. This means it is a situation where individuals are forced to undertak e some activities without their will. Coercion can be in action or inaction through the use of intimidation and threats and some other forces of pressure. This is therefore an act that violates the free will of individuals because they take part in activities when they do not want to. Coercion generally includes blackmail, extortion and torture among other forceful-natured actions. It is an act forcing individuals to act against their own interests resulting to cooperation by the individuals being coerced. In this case, they have to cooperate because there are consequences faced by those who are not willing to do so. To avoid these consequences, they end up obeying all the rules and regulations they are given making sure that they do what is expected of them. This essay seeks to explain the degree to which the acts of violence and coercion can be attributed to beliefs and ideologies. The two issues that will be discussed in this essay are Religion and economy. These are some of the issues that have been influencing how people live with each other for a long time now all over the world. This gives a clear impression that they are sensitive issues and affect the lives of people. They have direct impacts on lives of people because practices therein are undertaken in day-today life. They are among those factors that contribute to differences and the ways in which people associate with each other. This essay will therefore cover Europe as a region in the world to see how these two issues had influence on humans and to what degree they can be attributed to beliefs and ideologies. Looking at the first issue of religion, it is clear that individuals were ordered on what to believe in and how they were to carry out their worship. The nature of the teachings in churches would not change rapidly because there was a specific thing that was supposed to be taught. Following the rules and regulations, it was quite hard for the church leaders to teach what they chose to becau se they could not do it. Attending the communion was a compulsory thing which mans individuals had no choice but to do what they were told. The fact that individuals were forced to worship in some way following rules and regulations they were not willing to, made them have issues with their leaders and at times engaged in violent activities. These leaders practiced coercion out of beliefs that there are some things that were not supposed to be practiced in churches (Wallace, 2004, 48). They came up with the idea that they should control

Thursday, August 22, 2019

Defeat of the Red Army Essay Example for Free

Defeat of the Red Army Essay By looking at what the areas where the Soviets failed during their in Afghanistan, we can further develop our counterinsurgency tactics and doctrine and shape our forces. Mujahideen Defeats of the Red Army An important and remarkable event in history was the Soviet-Afghan War. The Afghans, like their ancestors, battled a hostile, invading force that wanted to dominate their homeland. â€Å"For the first time, Afghanistan would become the center of a modern pan-Arab Jihad (Holy War)† (Hill, 2008). The Afghans were fighting a war of attrition just as their ancestors did during the Anglo-Afghan Wars. The Afghans would find themselves using modern weapons that had the potential of causing a high number casualties and emigration of greater proportions. The difference between the Afghans in the Soviet-Afghan War and the Afghans who fought in the Anglo-Afghan war would be the help and support from outside superpowers. By the end of the Soviet-Afghan War, the Soviet Union was at the point of falling; the Afghans and those who were assisting them were looking at a victory. How could such a powerful country like the Soviet Union be defeated by the Afghans? The Soviet Union lost the Soviet-Afghan War as a result of mistakes and failures that they made. The Soviets failure to seal the border between Pakistan and Afghanistan, failure to stand up and effective Afghan Army and failure to win the hearts and minds of the Afghan people contributed to the defeat of the Red Army. Failure to Disrupt Supply Lines During the initial five years of occupation, the Soviets never mounted a sustained effort to cut off the Mujahideen supply lines that ran from Pakistan’s tribal areas, across the Hindu Kush Mountains, and into Afghanistan (Roy, 1991). Instead, the focus of the Soviets from 1980 to 1982 was to conduct large-scale armored operations in locations that were considered hotbeds of rebel activity. After 1982, the Soviets used aerial assaults to assist in their combat operations to eliminate the support base of the Mujahideen. It was not until 1985 that the Red Army starting making an effort to disrupt the Mujahideen supply lines. The Red Army began using Spetsnaz units, which were the Red army Special Forces units, behind Mujahideen frontlines, to organized surprise attacks against the rebel supply caravans. Once the Spetsnaz had the location of the Mujahideen, they would load into Mi-24 helicopter gunships, sneak behind the Mujahideen positions, and launch attacks. The effectiveness of the raids the Spetsnaz used became apparent in 1986 where there was a decrease in the number of Mujahideen attacks against the Soviets. The attacks against the Soviets decreased because the Mujahideen was not able to get men and equipment that they needed to mount an effective guerrilla campaign. The Soviets leadership was aware of the amount of men and a large amount of equipment that the Mujahideen was moving from Pakistan across into Afghanistan on regular bases, so it’s interesting why they did not make an effort earlier in the war to disrupt the supply lines. The Soviet leadership feared that if they conducted operations that might extend into Pakistan they would draw the United States into a large-scale war that the Soviets did not want. So, conducting operations on the Afghan side of the border against the rebels was an activity that the Soviets could justify without drawing the United States into the war. According to Oliver Roy, the Soviet failure to seal the border with Pakistan was the most significant military mistake in the war against the Mujahideen (Roy, 1991). With an unsealed border, the United States with the help of the help of the Inter-Service Intelligence, ISI, began funneling in weapons to the Mujahideen in the 1980. At the start of 1980, the Central Intelligence Agency began to purchase weapons from several countries to include China, Egypt, Saudi Arabia, and other Arab nations. Once these weapons had been purchased they were shipped to the ISI headquarters located in Peshawar Pakistan. The United States funded some $30 million dollars in 1982, but in 1984, the CIA spent some $250 million purchasing pistols, AK-47s, ammunition, surface to air missiles, and other supplies for the Mujahideen. By 1985, the CIA was spending $500 million dollars on the resistance in Afghanistan. 1985 was the same year the President Ronald Reagan signed the National Security Decision Directive 166. This directive stated that the CIA was to drive out the Soviets from Afghanistan †by all means available† (Crile, 2003, p 363). In 1986, the CIA approved the purchase of heat-seeking missiles and almost 1000 per purchased. The heat-seeking missiles were very effective in downing the Soviets helicopters, but the Mujahideen did not put these missions into use until 1987. Pakistan who was driven by Islamic identity had a vested interest in the outcome of the Soviet-Afghan War and made a great effort to ensure that the Mujahideen was victorious. To ensure victory for the Mujahideen, Pakistan established a network that would transport all of the weapons that had been purchased to the Mujahideen. Once all of the weapons that had been purchased and arrived to the ISI headquarters the ISI would distribute the weapons to the Mujahideen, who would get the weapons and supplies to the soldier in the field. The Mujahideen would use tractors, trucks, camel, mules, and horses that could blend in with the rest of the cross border traffic or they would move on dirt roads that were only accessible by foot over the border into Afghanistan. It is evident that without the help of the Pakistanis, the Mujahideen would not have been able to fight because they could have not been able to supply their soldiers. Throughout the war, the Soviets and the Democratic Republic of Afghanistan, DRA attempted to pressure Pakistan’s President Zia to seal the border between Afghanistan and Pakistan with troops, but this came to no avail. President Zia responds to the request to seal the border was that Pakistan would not do it but that the Red Army and the DRA were more than welcome to do it. Regardless of who would attempt to seal the border it would be an impossible task when you consider the length and mountainous terrain that would have to be covered. In 1985, the Red Army started to disrupt the Mujahideen supply lines by putting thousands of troops on the border with Pakistan. At the same time, The Red Army began a bombing campaign hitting border towns that were sympathetic to the rebels and placing Spetsnaz units along the borders to conduct search and destroy missions from behind Mujahideen front lines. The Red Army began using their gunships to move up and down the border looking for destroying Mujahideen supply caravans. The bombardment used by the Red Army turned a large portion of the border etween Afghanistan and Pakistan to land that no longer could be inhabited. This depopulation effort started to become effective as it made it almost impossible for the Mujahideen supply caravans to move freely. In 1986, the Mujahideen countered the Red Army by using the Stringer missiles to bring down the Red Army Helicopters. To avoid being hit by a Stringer missile the Red Army Pilots had to fly at a higher altitude but the higher alt itude made it difficult for the Red Army to effectively attack the Mujahideen supply lines. Although the terrain along the Afghan and Pakistan border made it difficult to totally seal the border, it would have been possible to disrupt the flow of men and supplies coming into Afghanistan. This was evident by the Red Army between 1985 and 1986. Had the Red Army been willing to take a higher loss of life before 1985, it would have been possible to slow down the Mujahideen’s ability to get weapons into Afghanistan. The inability by the Red Army to establish an effective way to disrupt the Mujahideen supply lines was not the only reason that the PDPA could not survive without the support of the Red Army. The Red Army also failed to build an Afghan National Army that could protect the PDPA against the Mujahideen. Part of the reason why the Red Army could not stand up the Afghan Army was because there were Mujahideen sympathizers in the ranks. This is also part of the reason why the Soviets could not win the hearts and minds of the Afghan people. When the Soviets withdrew from Afghanistan, they left the country without the means to protect its self. Failure to build an Afghan Army As early as 1980, Soviet leadership knew that it was going to be difficult to build up the Afghan Army. This was partially due to the fact that the PDPA regime was unpopular with many Afghan people, and there was also a deep hatred for the Red Army troops. The unwillingness to fight for the Soviet Union and the DRA was reflected by the decrease in the Afghan Army’s ranks. The Afghan Army decreased from 90,000 to 30,000 men from 1980 to 1983 (Schofield, 2003). During the Soviet occupation of Afghanistan, it was common for Afghan soldiers to leave their units with their weapons and ammunition and join the Mujahideen. There is an account in July 1987 where an entire 2,000-man unit defected to the Mujahideen in Kandahar (McMichael, 1991). In addition to the defecting that was happening there were reports of Afghan officers frequently sabotaging Soviet equipment and vehicles. For the Afghans who remained many only fought because of the Soviet troops presences on the frontlines who would not allow them to runaway. As a result of the Afghans people unwillingness to fight for the Soviets and the DRA, the PDPA could only build a small military force, the total that numbers 120,000 to 150,000 fighting men. With its small size and the challenges they had recruiting the Afghans to fight for the PDPA regime, the Afghan Army was ineffective. The Afghan government was also only able to draft sixty-five percent of the personnel it needed to fight the insurgency they faced. Although the Afghan Army did have their share of success, these successes were limited. Mostly because the Mujahideen had sympathizers in the ranks that would provide the rebels with intelligence about upcoming operations that were planned. Since Mujahideen supporters had infiltrated the Afghan Army, Red Army soldier do not care to work closely on operations or share the intelligence they had because of fear that the details on upcoming operations would be shared with the rebels. To make matter worse for both sides, commanding officers of Afghan units would only be informed of upcoming operations one day in advance. On 9 January 1981, a conscription law designed to increase the strength of the DRA Army, was adopted by the Supreme Military Council of Afghanistan. The Afghan Army was given tanks, aircraft, armored personnel carriers, and small arms by the Soviets. Regardless of what had been given to the Afghan Army they were not going to be able to defend the PDPA regime from the rebels by the time the Soviets withdrew from Afghanistan. This is based on the fact that it was going to be hard to recruit soldiers to fight for a socialist an also because many of the soldiers that had been recruited were informant for the Mujahideen. â€Å"The ineffectiveness of the DRA Army was illustrated by two Soviet deserters when they said, â€Å"The Kabul army was not an army, just a mess, with half of the soldiers running away and the other half joining the rebels† (Amstutz, 1986, p. 80). The inability of the Soviets to win over the Afghan population showed to be a tremendous obstacle as the attempt was being made to stand up an effective Afghan military. Had the Soviets convince the Afghan population that the PDPA was worth fighting for; the Soviet’s counterinsurgency plan could have been more effective in getting rid of the Mujahideen. The Soviets inability to win over the hearts and minds of the Afghan people ended up being a big obstacle that led to the Soviet defeat in Afghanistan. Failure to win the Hearts and Minds â€Å"The Soviets needed to convince the Afghan population that it had a stake in the survival of the socialist regime if they were to have a chance of preserving the PDPA government† (Delgado, 2006, p. 27). This would show to be impossible since the Afghan mullahs had declared jihad against the occupying Red Army. Knowing the jihad had been declared against the Red Army, they still launched a program with the intent on winning the hearts and minds of the Afghan people. The Soviets attempt to Sovietize the Afghan people used measures that included revamping the education system and teaching the population a pro-Soviet ideology. Adults and children were taught Marxist terms by Soviet institutions that had been imported into Afghanistan. The Soviets reformed the education system, reinterpreting Afghan history, taking control of the media in order to reeducate adults, and sending children to the Soviet Union in order to be educated. The Soviets goal in all of this was to create a version of Islam that the new Afghanistan would be based off. Building a strong Communist party was part of the Sovietization program. A strong Communist party would be the center of all legitimate political activity for the country. In order to monitor social organizations in Afghanistan, Soviet style government institution were established. A diligent effort had been made by the PDPA to indoctrinate its member, a majority of which joined the party so that they could obtain a job in the state. The task of trying to indoctrinate the member was difficult and many felt that it was irresponsible and corrupt. The DRA was unpopular throughout a large portion of Afghanistan. With this unpopular view of the DRA, there was a need to rewrite history in order to paint the Soviet Union in a more favorable light. This change to history was going to be done in two parts, first was to depict Russia as the essential supporters of Afghan independence, and the second was to minimize the cultural ties the Afghan people had with India, Pakistan, and Iran while emphasizing the ties with the citizens of the Soviet Union. The Soviets strategy in winning the hearts and minds of the Afghan people was not to turn all Afghan into Marxist, but to teach the Afghans that they identified more with the Soviet way of life than with traditional Afghan society and customs (Roy, 1989). The Soviets took total control of the Afghan media and bombarded it with pro-Soviet propaganda. The Soviets desired in all of this was to have the Afghans forget what their history was and replace it with the identity that the Soviets were giving them. The Soviets not only rewrote the history books and took over the media; the Soviets took control of the education system with the goal of molding a new generation of Afghans that would support the PDPA. To accomplish this, teachers who refused to do what was asked were arrested or exiled. â€Å"Fatherland Training Centers† were created around Afghanistan, where Afghan orphans were trained to be Soviet special agents, political organizations for children and teenagers in order to teach them to become faithful Soviet citizens. The Soviets made Russian the official language of all students attending middle school up to college. The Russians were committed to indoctrinating Afghan children. Statics reflects that by 1989, 000 Afghan students were being educated in the Soviets, and another 15,000 students annual would travel to the Soviet Union see the Russian way of life and to take part in short courses and training programs (Roy, 1989). The Soviets used psychological operation to undermine not only the Mujahideen but also the civilian population to resist the Soviet occupation and the PDPA regime. Some of the bigger programs used included massive leaflet drops, propagandistic radio programs, starting conflict between rival tribes that would undermine Mujahideen unity and bribing teachers to use their classroom in order to spread Soviet propaganda. KHAD Intelligence would insert special agents into Mujahideen units and prisons where Mujahideen members were held with the goal of getting information on operations that were being planned and to find out whom the leaders in the resistance were. Regardless of what the Soviets attempted to do in order to win the hearts and minds of the Afghan people they failed. The Afghans remained true to their Islamic identity, culture, and family traditions so it made it impossible for the Soviet Union to convince the Afghans that they were acting in the best interest of the country of Afghanistan by occupying and supporting the PDPA. With a call of jihad being declared against the occupying Red Army, it was going to be impossible for the Soviets to win the hearts and minds. The Afghans viewed the Soviets as an occupying force that were hostile to Islam so no program introduced by the Soviets to win the hearts and minds would be successful. The Soviets made an admirable effort to win over the Afghan people but due to the fact that they were viewed as a foreign occupier took away any possibility that they could convince the Afghan people to support the PDPA government. Winning the hearts and minds of the Afghan people were impossible from the beginning since the Afghan people had such a strong Islamic heritage and tribal culture and that the Soviets were viewed as a foreign occupier, but the Soviets also did not help themselves with their brutal campaign to drive Mujahideen supporters out of Afghanistan as refugees. The effort to rid Afghanistan of Mujahideen supporters left one million Afghan civilians dead and five million displaced (Roy, 1989). The strategy used by the Red Army to rid Afghanistan of Mujahideen supported included artillery strike against Pashtun villages, bombing raids and, the burning of agricultural fields, the killing of livestock through the use mines and artillery, and the contamination of water and food supplies through the use of chemical weapons (McMichael, 1991). The efforts made by the Red Army to deprive the Mujahideen from a portion of its civilian support network was successful, but with the brutal methods that the Soviets used in order to get the objectives done did very little for the chances of winning the hearts and minds of the Afghan people. Conclusion The Soviets lost the Soviet-Afghan War to the Mujahideen do to their own failures and any country could stand to earn a few lessons from the Soviets after their experience in Afghanistan. The first lesson would be the importance of disrupting the Mujahideen supply lines. Although totally securing the border may have been impossible, the Red Army could have focus more of an effort prior to 1985 to slow down the amount of men and supplies that were moving into Afghanistan from Pakistan. Had the Soviets been willing to take more of rest with their Soldiers, the Mujahideen would have never been able to get the supplies they needed into Afghanistan. The second lesson that could be taken from this is that before the Soviets withdrew from Afghanistan they needed to ensure that the Afghan Army was ready to defeat the Mujahideen on their own. Since the Afghan Army was not able to defeat the Mujahideen on their own, everything that the Soviets attempted to achieve in Afghanistan was lost once the Red Army withdrew. The weak Army allowed Afghanistan to fall into a civil war where the Taliban came out victorious. The Soviets should have taken into consideration what they thought the status Afghan Army would be once they withdrew before invading Afghanistan. The third and final lesson is that it was going to be impossible for the Soviets to win the hearts and minds of the Afghan people. Many Afghans viewed the Soviets as invaders, and a jihad had been declared against them. Along with the hatred that the Afghans had for the Soviets the Soviets also countered themselves with brutal military operations against Afghans that were thought to be loyal to the Mujahideen. The Afghan population will refuse to support a regime that is viewed as a foreign occupier, regardless of the sophistication of the occupying country’s effort to win the native hearts and minds†(Delgado, 2006, p. 35). References Crile, G. (2003). Charlie Wilson’s War: The Extraordinary Story of the Largest Covert Operation in History. New York, NY: Delgado, J. A. (2006). Troubling Parallels: An analysis of America ’s Inability to overcome the obstacles that led to the defeat of the Red Army in the Soviet-Afghan War. Athens, OH: The University of Ohio. Hills, C. R. (2006). Beyond Charlie Wilson: The Soviet Afghan War. Atlanta, GA: Atlanta International School. McMichael, S. (1991). Stumbling Bear: Soviet Military Performance in Afghanistan. London, England: Brasseys. Roy, O. (1989). The Sovietization of Afghanistan. Afghanistan and the Soviet Union. Boulder, Colorado: Westview Press. Roy, O. (1991). The Lessons of the Soviet-Afghan War. London, England: Brasseys. Schofield, V. (2003). Afghan Frontier. New York, NY: Tauris Parke Paperback.