Professional Documents
Culture Documents
I wish to take the opportunity to begin this report with a big “thank you”.
Thank you to our Hon’ble Prime Minister for leading governmental efforts
in the true spirit of foresight and democracy during this challenging
Covid-19 period.
Thank you to the first responders and healthcare professionals for working
tirelessly to save lives, even at personal risk.
Thank you to the law enforcement agencies for maintaining law and
decorum and helping the public stay safe and protected.
Thank you to the hundreds of companies around the country who came
forward with their ideas and initiatives to serve the underprivileged and
show the true meaning of social responsibility.
Thank you to the volunteers who played an enthusiastically supportive
role in helping the community tide over the crisis in ways big and small.
Thank you to all those who worked silently behind the scenes to orchestrate
largescale relief initiatives and offer reprieve to the masses.
As I see it, though the Covid-19 pandemic has imposed social distance, in
reality it has only united our country and its efforts like no other event in
history. It has demonstrated that no challenge is too big to overcome and
this is the source of my confidence in the prospects of Bangladesh as a
nation that will only grow stronger in the months and years to come.
Azam J Chowdhury
A proud citizen of Bangladesh
TABLE OF CONTENT
We are a progressive energy partner, passionate about sustainable value creation for all.
Notice of AGM 04
Letter of transmittal 06
Performance you can trust 07
Who we are and How we address About this report 08
our impact on our key material
customers matters
CORPORATE PROFILE
Our foundations 12
Code of conduct and ethics 13
Our Board of Directors 16
Board profile 18
Communication to Assessment of Our senior management team 29
shareholders by our value created Our core operations team 30
Our LOBP team 32
leadership
Organisational chart 33
Corporate information 34
Our business profile 35
Key performance highlights 37
LEADERSHIP REVIEW
Performance Risk and
review of our opportunities Letter from our Chairman 40
Business report by our Managing Director 44
businesses
Message from our Chief Executive Officer 52
BUSINESS OVERVIEW
FINANCIAL STATEMENTS OF
OMERA CYLINDERS LIMITED
Report from the CEO 236
Audited Financial Statements 238
4 | MJL Bangladesh Limited
Notice is hereby given that the 23rd Annual General Meeting of MJL Bangladesh Limited will be held on 15
December 2021 at 11.00 am using digital platform through the link https://mjl.bdvirtualagm.com (in pursuant to
Bangladesh Securities and Exchange Commission’s order No. SEC/SRMIC/94-231/91 dated 31 March, 2021) to
transact the following businesses:
2. To receive and adopt the Directors’ Report, Auditors’ Report and the Audited Financial Statements of the
Company for the year ended June 30, 2021.
3. To declare/approve 55% Cash Dividend for the year ended June 30, 2021 as recommended by the Board of
Directors.
6. To appoint Auditors and to fix their remuneration for the year 2021-22.
7. To appoint Certified Compliance Professional and to fix their remuneration for the year 2021-22.
8. Confirmation and approval of guarantee for an amount of USD 20.00 million executed by the Company
individually in favour of (i) Standard Chartered Bank and (ii) The Hongkong Shanghai Banking Corporation,
for securing the repayment of credit facilities up to an amount of USD 20 million each availed/to be availed by
MJL (S) Pte Limited in Singapore for facilitating LPG based trading activities with the overriding objective to
increase revenue/profits for the Company.
Notes:
1. The Shareholders whose name appeared in the Share Register or Depository Register as on the ``Record Date”
i.e., 17 November 2021 will be eligible to attend/participate and vote in the Annual General Meeting through
Digital Platform and to receive dividend.
Annual Report 2020-21 | 5
2. Pursuant to Bangladesh Securities and Exchange Commission’s order No. SEC/SRMIC/94-231/91 dated 31
March, 2021, the AGM will be a virtual meeting of the Members, which will be conducted via live webcast by
using digital platform.
3. Members are requested to submit their queries on the Directors’ Report and the Audited Financial Statements
for the year ended on 30 June, 2021 through email jasim.uddin@mobilbd.com or rokibul.kabir@mobilbd.com
or in writing at least 3 (three) working days before the day of AGM. Pursuant to the Bangladesh Securities
and Exchange Commission’s Order SEC/SRMIC/94-231/91 dated 31 March, 2021, the AGM will be held
virtually, which will be conducted via live webcast by using digital platform. For logging into the system, the
shareholders need to put their 16-digit Beneficial Owner (BO) Number and other credentials as a proof of
their identity. Link of the meeting: (https://mjl.bdvirtualagm.com).
4. A shareholder entitled to attend/participate and vote at the Annual General Meeting may appoint a proxy
on his/her behalf. Scan copy of proxy form duly signed and stamped (revenue stamp of Tk.20) shall be sent
through email at jasim.uddin@mobilbd.com or rokibul.kabir@mobilbd.com not later than 48 hours before the
meeting.
Other Information:
•• The concerned Merchant Banks and all Depository Participants (DPs) are requested to provide the copies of
the list of margin clients along with the bank details for entitlement of dividend on or before 08 December
2021 as per the following:
a) Hard copy: Courier to: Share Office, House-73, Block- K, Suhrawardi Avenue, Baridhara, Dhaka-1212.
•• Shareholders bearing BO ID are requested to update their respective BO ID with 12 Digit Taxpayer’s
Identification Number (e-Tin) and address through their Depository Participant (DP); failing which Income Tax
at source will be deducted from cash dividend @ 15% instead of 10%.
•• The concerned Trusty Board of approved superannuation fund or pension fund or gratuity fund or recognized
provident fund or workers’ participation fund are requested to provide us updated tax rebate certificate by
December 8, 2021.
•• Pursuant to the BSEC Notification No. BSEC/CMRRCD/2006-158/208/Admin/81 dated June 20, 2018, soft
copy (Link of Annual Report PDF ) of the Annual Report 2020-2021 will be emailed to respective Shareholder’s
email ID available in their BO A/C. The Annual Report 2020-2021 will also be available in the Company’s
website at www.mjlbl.com.
Letter Of Transmittal
All Shareholders
Bangladesh Bank
Registrar of Joint Stock Companies & Firm
Bangladesh Securities and Exchange Commission
Dhaka Stock Exchange Limited
Chattogram Stock Exchange Limited
All other stakeholders
Dear Sir :
The undersigned on behalf of the Board of Directors and Management of MJL Bangladesh Limited is pleased to
present herewith the Annual Report for the period ended 30 June 2021, along with the audited financial statements
(Consolidated Statement of Financial Position as at 30 June 2021, Consolidated Statement of Profit & Loss and
Other Comprehensive Income, Consolidated Statement of Cash Flows, Consolidated Statement of Changes in
Equity and Notes thereon) for your kind perusal and record.
Thank you.
Yours truly,
Thus, as we continue to build momentum to bring relevant and sustainable energy solutions to all corners of
Bangladesh, we are reminded of the daily lives that we touch and empower from the products that we serve, to the
commitments that we keep, to the work that we do. With energy being fundamental to socio-economic growth
in a fast-developing country, we take pride in our ability to deliver uninterrupted energy and the life-changing
possibilities that it carries.
Moving forward, we will continue using the transformative power of sustainable energy to build trust, improve the
quality of life and develop complete solutions so that we can energise growth, spark prosperity and inspire change
wherever we go.
8 | MJL Bangladesh Limited
Report scope and boundary natural, intellectual, and social and relationship. This
report also helps us transparently communicate
This report is our primary communication to our with our stakeholders about our ability to deliver
stakeholders and aims to particularly provide value, managing the risks prevalent in our operating
relevant information to shareholders to support conditions and understanding the opportunities in
their investment decisions. It also provides concise the changing business landscape. Our Board and
material and reliable information of the Group’s management is of the view that our integrated report
strategy, performance, governance and prospects, applies the principles and content elements of the
while explaining how it focuses on sustainable value <IR> Framework. However, the information has been
creation. This report covers our lube oil, freight charter presented in a way that is meaningful to the Group
and LPG businesses, comprising MJL Bangladesh and consistent with how we communicate with our
Limited and its subsidiaries Omera Petroleum stakeholders.
Limited and Omera Cylinders Limited, and its step-
down subsidiary Omera Gas One Limited, which is a Discussion on our material factors
subsidiary of Omera Petroleum Limited.
Every day, we work towards supplying safe,
Our integrated reporting framework secure and clean energy products, while striving
for prosperity for all. For us to deliver sustainable
This report is guided by the Value Reporting value, remain fit for the future and generate
Foundation’s Integrated Reporting <IR> Framework. positive societal outcomes, our actions, policies
The Value Reporting Foundation (VRF) is a global non- and processes need to be continuously assessed
profit organisation comprising International Integrated and refined to adapt to the changing times and
Reporting Council (IIRC) and Sustainability Accounting address evolving challenges. With the energy sector
and Standards Board (SASB). Through this report, we undergoing rapid transition, our sustainability focus
aim to provide an insight into our short, medium, and is dynamic in nature. We are continuously moving
long-term value creation efforts for our stakeholders forward with better actions to respond to emerging
through illustrating how we harness and transform risks and opportunities in our operating context.
our six capitals – financial, manufactured, human, These include:
As a key part of our investor relations focus, we are committed to enhance our reporting standards to ensure
that information is concise and well-presented. Furthermore, we are aligned to new trends in corporate
reporting and focus on introducing these in our reports, as per their relevance to our business. The new
introduction in this report is a more insightful chapter on ESG (environmental, social and governance) that
articulates our approach to ESG matters. Our intent through this disclosure is also to continuously improve
on our ESG parameters and build trust with our key stakeholders, including shareholders, regulators and
advocacy groups.
As a frontline organisation engaged in modern-day energy, MJL Bangladesh Ltd. creates an impact on Bangladesh
in a number of ways:
In doing so, the business creates a positive impact on 7 SDGs (Sustainable Development Goals).
Human capital
To grow and steer our business and operate our facilities safely and efficiently, we require
high-performing, task-oriented and diverse people with the right skills and experience.
We focus on fostering diversity and meritocracy, building and retaining critical skills and
developing our leadership capabilities.
Social capital
To create an enabling environment for sustainable operations and investment, we integrate
the expectations of our stakeholders into our business and deliver on our commitments
to our customers. Through our multi-stakeholder approach, we actively engage with our
stakeholders on strategy, performance and outcomes.
10 | MJL Bangladesh Limited
Natural capital
We require fossil-based fuels as well as natural resources, such as water, land, etc., to blend
base oils into value-adding product streams, while minimising our environmental footprint.
We also require energy and natural resources at our LPG operations, including cylinder
manufacturing and LPG bottling.
Financial capital
We adopt caution, prudence and discipline in the way we manage our treasury function
and allocate our financial capital. We use cash generated by our operations, debt and
equity financing to sustain our business and fund growth.
Manufactured capital
Through investing in our plant and equipment and maintaining our assets, we are able to
operate reliably, meet our customer commitments and cater to the demanding operational
and asset quality standards of our principal, ExxonMobil. Our LOBP is our case in point.
Such investments also help manage our environmental footprint and assist in complying
with regulatory requirements.
Intellectual capital
Our licensed technologies, software, procedures and technical knowhow support our
competitive advantage. Through various initiatives that include operational excellence
and customer service, we build our market-leading capabilities and enhance our robust
foundations.
Forward-looking statements
This report may contain forward-looking statements relating to the challenges and uncertainties the organisation
is likely to encounter in pursuing its strategy, as well as the potential implications for its business model and future
performance. The ongoing Covid-19 pandemic can be a significant determining factor of our future performance.
We cannot guarantee that any forward-looking statement will materialise and, accordingly, readers are cautioned
not to place undue reliance on these forward-looking statements.
You can download the PDF version of this report from the “Investor Relation” section on our website:
https://www.mjlbl.com. In our quest to continuously improve on our shareholder communication and engagement,
we invite your feedback on this report. You can email us on: enquiry@mobilbd.com
Annual Report 2020-21 | 11
Corporate Profile
12 | MJL Bangladesh Limited
Our Foundations
Our purpose as a progressive energy Company delivering on the triple bottom
line outcomes of people, planet and profit is fueled by our foundations comprising
our operating philosophy and code of conduct, which enable us to ensure that
our business is environmentally, socially and economically sustainable.
Personal and
professional behaviour Open door communication
Employees always act in a professional, responsible, MJLBL always discusses and resolves employee
conscientious and ethical manner for the best concerns, problems and ideas with their immediate
interests of MJL Bangladesh. Employees deal supervisor and, if required, involves/informs the next
professionally with clients, customers, suppliers, levels of the management for fair and timely resolution.
prospects, contractors and fellow employees. MJL
Bangladesh expects compliance with its standards
of integrity, legislative, regulatory and administrative
policies throughout the organisation and does not Use of facilities and equipment
tolerate any violation of its well-defined and strongly-
articulated guidelines.
Employees take all possible care when using MJL’s
property, goods, intellectual capital and services and
ensure they are used efficiently, carefully and honestly
Commitment to quality and not for any personal use.
If an employee becomes aware of the potential for Bullying is unreasonable behaviour that is directed
conflict of interest, then he/she must notify his/her against an individual or group by another individual
supervisor/manager of the potential or actual conflict or group through verbal abuse, shouting, exclusion or
of interest. The Company expects all employees to: isolation, deliberately withholding information vital for
effective work performance or physical abuse, which is
•• Declare all conflict of interest to supervisors strictly prohibited on Company business or premises.
Harassment
Accepting and paying commissions,
gifts or benefits
MJLBL prohibits harassment and discrimination in its
programs and activities. Harassment and discrimination
form a part of a continuum of unacceptable behavior
As a general rule, no employee should accept a gift or
that can include sexual assault, stalking and harassment
benefit if it could be seen as intended or likely to cause
over phone calls, which are also against criminal law,
that person to:
which means that the authorities may prosecute
anyone who commits such acts.
•• Perform their job in a particular way, which the
person would not normally do
•• Deviate from the proper or usual course of duty Public conduct and media contact
Board Profile
We have a diverse Board, ranging broadly in age, educational background, skills,
experience and knowledge. This provides a fertile environment for discussion,
debate, input, challenge and well-considered outcomes.
The Board of Directors of MJL Bangladesh Limited is committed to ensuring that the Company meets its
governance, social and regulatory obligations. As at 30 June 2021, the Company had 8 members on its Board.
Furthermore, our Board composition comprises 1/4th of Independent Directors.
Induction:
G.M. Khurshid Alam
Stepped down:
Dr. Ijaz Hossain
Md. Anisur Rahman, Senior Secretary, Energy and the fisheries and livestock ministry. Later on, he served
Mineral Resources Division, is a highly accomplished as Additional Secretary in the Ministry of Fisheries and
and professional civil servant with 32 years of Livestock and in the Public Safety Department of the
experience in various fields. Home Ministry.
Mr. Rahman completed his Bachelor of Arts (Honors) He joined the Ministry of Religious Affairs as Secretary
and Master’s Degree from the Department of in charge on September 14, 2017 and served as the
Geography, University of Dhaka and joined the Secretary in the same ministry from April 04, 2018.
Bangladesh Civil Service (Administration) on February He took over as Secretary of Energy and Mineral
15, 1988. He worked as Assistant Commissioner, Resources Division on January 5, 2020 and has been
Upazila Magistrate and Upazila Executive Officer serving as Senior Secretary in the same division since
in various locations. He also worked as Assistant January 27, 2020 .
Secretary / Senior Assistant Secretary in the Cabinet
Division, Finance Department and Ministry of Home As part of his official duties, he has traveled to United
Affairs and Deputy Secretary in the Fisheries and States, United Kingdom, China, Japan, Canada, Malaysia,
Livestock Ministry and local government departments. South Africa, Australia, New Zealand, Brazil, Saudi
After being promoted to the post of Joint Secretary, Arabia, Singapore, Switzerland, Belgium, Netherlands,
he served in the local government department and Norway, Spain and many other countries of the world.
AZAM J CHOWDHURY
Managing Director, MJL Bangladesh Limited
Azam J Chowdhury is an elite industrialist and as the Director of Central Depository Bangladesh
entrepreneur in Bangladesh. He is the Chairman and Limited (CDBL) and President of Bangladesh
owner of the East Coast Group. Furthermore, he is also Association of Publicly Listed Companies (BAPLC). In
serving Chairman of The Consolidated Tea & Lands addition to these, he is also serving as the president of
Company Bangladesh Limited (formerly, James Finlay LPG Operators Association of Bangladesh.
Limited).
In the past, Mr. Chowdhury served as the Chairman
In recognition of his outstanding contribution to of Prime Bank Limited, a top-tier second generation
the economic progress, trade and commerce of commercial bank in Bangladesh. He also served
Bangladesh, Mr. Chowdhury was bestowed with the as Chairman of Green Delta Insurance Company
Limited, one of the most successful general insurance
prestigious honor of being declared as the ‘Business
companies in Bangladesh.
Person of the Year’ for 2018 by DHL and The Daily
Star. The award also recognizes his contribution and In recognition of his outstanding performance over the
leadership in various other fields to the nation. years in building successful business relation between
Bangladesh and Hungary, the Hungarian Government
As an entrepreneur with a strong track record,
nominated him as the Honorary Consul of Hungary in
Mr. Chowdhury has also been entrusted with the
Bangladesh.
Presidency of Bangladesh Ocean Going Ship Owners’
Association (BOGSOA) and Bangladesh Energy Mr. Chowdhury is also a renowned golfer and achieved
Companies Association. He is also providing leadership laurels several times in this sport.
ABDUL-MUYEED CHOWDHURY
Director, MJL Bangladesh Limited
Abdul-Muyeed Chowdhury is a nominee Director Bridge to completion in record time. His hard work and
representing EC Securities Limited. He is also efficient handling of this mega civil engineering project
the Founder and CEO of Tiger Tours Limited was recognised and honored by the Institution of Civil
(www.tigertoursbd.com), the only BIDA registered joint Engineers (ICE), UK, by making him a Fellow of that
venture tourism company in Bangladesh. Furthermore, Institution.
he is also on the Board of several listed and reputed
After retirement from government service, Mr.
private limited companies as a Nominated or an
Chowdhury joined the world famous homegrown
Independent Director.
NGO BRAC (www.brac.net) as its Executive Director
Mr. Chowdhury was an Adviser in the Caretaker and COO and held the position from 2000-2006
Government of Bangladesh in 2001 when he held with a three-month interregnum for the Caretaker
charge of five ministries. Government in 2001.
Mr. Chowdhury has always been actively associated (BIGM; former Civil Service College), (iii) Bangladesh
with social welfare and human development activities Youth Enterprise Advice and Helpcentre (B’Yeah),
through his involvement with various institutions. (iv) Sajida Foundation, (v) the Trustee Board of BRAC
Currently he is involved in (i) The Society for Assistance University, (vi) Life Member and Vice-President of
to Hearing Impaired Children (SAHIC), (ii) Board of Bangladesh Diabetic Samity (BADAS), (vi) Chairman,
Bangladesh Institute of Governance and Management Gono Shahajya Sangstha (NGO: GSS)
Md. Aminur Rahman is a Nominee Director various important levels, including as secretary of the
representing EC Securities Limited on the Board Ministry of Housing and Public Works, Secretary-in-
of Directors of MJL Bangladesh since September Charge of the Ministry of Textile, and Secretary of the
2008. He is also ex-Secretary, Ministry of Commerce, Ministry of Commerce till January 2005.
Government of Bangladesh.
Mr. Rahman obtained his Bachelor of Science degree
Mr. Rahman joined the Civil Service of Bangladesh from the University of Dhaka and a Post-graduate
in November 1969. During his long stint with the Diploma in Economics & Social Studies from the
Government, he served in a number of ministries at University of Manchester, UK.
Gias Uddin Ansary joined the MJL Bangladesh Board at the Accounts, Finance, Audit, Commercial and
on 14 October 2018 as a Nominee Director of Jamuna Operations divisions. Besides, he was also appointed
Oil Company Limited (subsidiary of Bangladesh as additional in-charge Secretary, BPC. During his
Petroleum Corporation).
tenure, he visited various countries representing BPC.
Mr. Ansary joined Bangladesh Petroleum Corporation
(BPC) as a 1st Class Officer in 1991 and worked for Mr. Ansary obtained BCom (Hons) and MCom in
over 27 years in various positions, with the last 12 years Accounting from the University of Chattogram and an
as General Manager and Senior General Manager MBA from a private university.
TANJIL CHOWDHURY
Director, MJL Bangladesh Limited
Tanjil Chowdhury is the Managing Director of East Coast Standing Committee on National Energy Strategy for
Group, a diversified conglomerate with more than 42 Private Sector Development-2013, Dhaka Chamber of
years of experience in the Downstream Hydrocarbons Commerce & Industry (DCCI).
& Energy sector.
Mr. Chowdhury served as Director of Bangladesh
He has been elected as the Chairman of Prime Bank on Cricket Board (BCB) for eight years. He was Chairman of
1st June 2020; he had previously served as both a Board BCB’s Age-Group Tournament Committee and Acting-
member and the Chairman of the Executive Committee Chairman of Facilities Management Committee while
of the Bank. He is also providing leadership as a Director serving as Director of BCB.
in the Boards of MJL Bangladesh Limited, Omera
Petroleum Limited, and Omera Cylinders Limited. He is a regular guest speaker in various private
universities. His lecture topic ranges from Financial
Mr. Chowdhury served as President of Bangladesh Derivatives and Investment Strategy to Shipping and
Merchant Bankers Association (BMBA) from 2014 Organizational Behavior.
to 2015 and is the former President of Solar Module
Manufacturers Association of Bangladesh (SMMAB). He Mr. Chowdhury completed his BA (Hons) in Accounting
is also Chairman of the Prime Exchange Singapore Pte. and Finance with distinction and went on to completing
Ltd, Prime Bank’s remittance arm in Singapore. his MSc in International Management (Finance) from
King’s College London, University of London.
He is the Secretary General of Prime Bank Cricket
Club, a social initiative of Prime Bank Foundation Mr. Chowdhury is an avid golfer and has achieved many
(PBF). Mr. Chowdhury has served as Convener of the laurels in this sporting arena. He is also an aficionado of
Standing Committee on Financial Institutions, Capital E-sports and is an active participant of King’s College
Market and Services-2014 and Co-Convener of the Alumni and Business networks.
N K A Mobin is an Independent Director of MJL Moreover, he also worked in the multinational fertiliser
Bangladesh, joining the Board on 30 October 2019. company, Karnaphuli Fertilizer Co. Ltd. (KAFCO) for 5
He is currently the Managing Director and Chief years as Manager Finance & IT, and in Swedish Match/
Executive Officer of Emerging Credit Rating Ltd STORA named Dhaka Match Industries Co. Ltd for 5
(ECRL). years as Chief Accountant.
Mr. Mobin has an illustrious career spanning 24 years, Currently, he is the elected Senior Vice President of
with 13 years in the top management and Board Dhaka Chamber of Commerce and Industry. He is
positions in 4 multinational companies. Prior to the government-nominated Director (5th term) in
joining ECRL, he worked at the biggest multinational Biman Bangladesh Airlines Limited. He is also an
telecommunications company in Bangladesh, Independent Director in Shasha Denims Ltd (stock
Grameenphone Ltd (a Telenor company) for 11+ years market-listed 100% export-oriented denim factory)
in various capacities as Director Finance, Director and Bangladesh Submarine Cable Company Limited.
Administration, Director Projects and Company He is the elected Council member at the Institute of
Secretary. Before joining Grameenphone in 1998, Chartered Accountants of Bangladesh (ICAB). He
he worked in the Swiss pharmaceuticals company, is one of the EC members of Bangladesh Scouts
Novartis Bangladesh Limited (ex Ciba–Geigy) for 3 Foundation, a Rotarian and, as a golf-enthusiast, he
years as Director Finance and Company Secretary. is a permanent member of the Kurmitola Golf Club.
G.M. Khurshid Alam is an Independent Director of financed projects on private sector development and
MJL Bangladesh, joining the Board on 28 April 2021. the financial sector being implemented in Bangladesh.
He is also the Operations Director of Policy Research In this capacity, he regular engaged with the private
Institute (PRI), a reputed thinktank of Bangladesh. sector as well as liaised with senior Government
Further, he also served as Independent Director of officials, among his other responsibilities. Prior to his
Prime Bank Limited and Chairman of the Board’s Risk stint at the World Bank, Mr. Alam served as a member
Management Committee at the bank. He was also of Bangladesh Civil Service where he eventually
Director of Prime Bank Investment Limited. achieved the rank of Deputy Secretary.
Mr. Alam possesses impeccable educational Mr. Alam has also successfully completed a number of
credentials, completing his B.A. (Hons) and M.A. other training courses, including a four-week course
in Economics from Dhaka University in 1975, after on ‘Privatization and Regulatory Reforms’, Harvard
which he pursued his M.A. in Economics from Boston Institute for International Development, Harvard
University, USA, rounding-off his education with a University, USA, among other professional training
Ph.D. in Economics from the same university in 1990. exposures when he was a part of the World Bank. He
also pursued a two-week course on ‘Public-Private
Since January 1, 2014, Mr. Alam has been working as Partnership (PPP) Strategies, Methods and Project
Operations Director of Policy Research Institute (PRI), Structuring Techniques’ from the Institute for Public-
before which he worked at the World Bank for 17 years Private Partnership, Washington DC, USA, and an
in its Private Sector Development and Finance Sector eight-month foundation training before his initiation in
(PSD&F) Unit in Bangladesh. During his tenure there, Government service as a member of the Bangladesh
he was the team leader for some major World Bank- Civil Service.
M Mukul Hossain
Chief Executive Officer
Mohammad Jaman
Manager- Automotive Lubricant
Md. Bani Amin, FCA, ACMA (UK), CGMA Sharif Razi Al Mahmud
Senior Manager- F&P Manager- SAP Lead
LOBP Human Resources Customer Sales & Supply Project Information Head of Finance
[Lube Oil Blending Plant] & Administration Service Marketing Chain Engineering Technology & Planning
Organisational Chart
Warehouse
Annual Report 2020-21
Omera Sales
| 33
34 | MJL Bangladesh Limited
Corporate Information
Registered Corporate Office Jashore Warehouse, Sales & Kushtia Sales & Marketing
MJL Bangladesh Limited Marketing & Customer Services Office
Mobil House, CWS(A) 13/A, Office House: 20, Sir Sayyad Ahmed
Gulshan Avenue, Bir Uttam Mir House-1010, Dhaka Road,
Shawkat Sarak, Dhaka-1212, Road, Thanapara
Dharmotala, Jashore.
Bangladesh. Kushtia-7000, Bangladesh.
Tel: +88-02- 477760003
Tel: +88 (02) 58815895, 58815828, Cell: 01708-457753
Fax: +88-042-68343
58815829, 58813661
Fax: +88 (02) 9885271,9885269 Rangpur Sales & Marketing Share Office
Office House 73, Block-K,
Tejgaon Warehouse & House # 60/1, Road # 1, Suhrawardy Avenue
Customer Services Office Mulatol, Pukurpar, Baridhara, Dhaka-1212,
241, Tejgaon I/A, Dhaka-1208,
Rangpur–5400, Bangladesh. Bangladesh.
Bangladesh.
Cell: 01730-335598.
Tel: +88 (02) 8813601, 8878651 Tel: +88 (02) 9849510
Faridpur Sales & Marketing Office
Fax: +88 (02) 8878660 Cell: 01713436364
House - 21, Block- C,
Holding- 0001-29-02 Housing Fax: +88(02)9893962
Kathghor Warehouse &
Customer Services Office Estate, Faridpur–7800,
Statutory Auditor
Sea Beach Road, Charpara, South Bangladesh.
Patenga, Howladar Yunus & CO
Tel: 01730 342480
Kathgor, Chattogram, Bangladesh. House- 14 (level 4 & 5)
Tel: +88 (031) 2502257&2502258 Cumilla Sales & Marketing Road- 16A, Gulshan-1,
Fax:+88(031)2502256 Office Dhaka-1212, Bangladesh.
House No - 845 (2nd Floor),
Chattogram Sales & Marketing Road No-01, Legal Advisor
Office BSCIC Road, Cumilla–3500, C. T. Karim & Partners
Mobil House Bangladesh.
House-2 (7th Floor), Road - 3, Suite # 7D,
Cell: 01730-336963
Block - K Paramount Height (7th Floor)
Halishahar Housing Estate, Barishal Sales & Marketing 65/2/1 Culvert Road,
Chattogram-4216. Office Purana Paltan,
Tel:+88(31)-716997,714640 Apon Nibash, Holding-794, Dhaka–1000, Bangladesh.
Fax: +88(031)716998 New College Road,
Lube Oil Blending Plant West Boiddo Para, Bankers
Guptakhal, East Patenga Nothullabad, Barisal, Bangladesh. The Hongkong and Shanghai
Chattogram-4205, Bangladesh. Cell: 01799-985459 Banking Corporation
Tel: +88 (031) 2501093, 2500937, Standard Chartered Bank
2501090
Khulna Sales & Marketing
Office Citibank, N.A
Fax: +88 (031) 2501094
House -171, Road-11, Commerical Bank of Ceylon
Bogura Warehouse, Sales & Sonadanga R/S, Phase-1, Prime Bank Limited
Marketing & Customer Services Khulna, Bangladesh. Eastern Bank Limited
Office Cell: 01708-457752 Jamuna Bank Limited
Bogura-Dhaka Highway Betgari,
Tangail Sales & Marketing BRAC Bank Limited
Banani, Bogura-5800, Bangladesh.
Tel: 051-63933, Fax: 051-65909 Office Woori Bank
Sylhet Sales & Marketing Office Holding-21 (1st Floor), Block-E, Dutch Bangla Bank Limited
Central Bus Terminal Road Purbo Adalat Para,
Kodomtoli, Sylhet-3100, Bangladesh. Tangail Sadar, Tangail, Bangladesh. Business Hours
Tel: 0821-2830358 Cell: 01708-457751 9.00 AM to 6.00 PM
Annual Report 2020-21 | 35
We provide the essential lubricating oil that are fundamental to industrialisation, mobility and economic
development. Further, our new-age energy solutions are indispensable for the transition to a cleaner, greener
and more sustainable economy as well as meeting the growing consumer-driven demands for cost-efficient and
dependable energy for everyday use. Thus, we strive to make a real and lasting positive contribution to society as
a whole.
Omera
Omera lubricating Industrial Bulk &
Cylinders Limited
oils and greases Reticulated LPG
LPG cylinder
Oil Tanker Unit manufacturing Autogas
We aim to put our customers Integrity and our reputation are We focus on positive change and all-
first in everything that we do of utmost importance to us round socio-economic transformation
3.8/4
In the 2020 ExxonMobil global audit (QP&G and 3PIMS), our LOBP was assigned a score
of 3.8 out of 4 in QP&G and 3.9 out of 4 in 3PIMS, which is not only the highest in Asia, but
also higher than the ExxonMobil benchmark standard!
Total Assets
Revenue 2020-21: Tk 33,639 mn
2019-20: Tk 31,706 mn
2020-21: Tk 20,367 mn
2019-20: Tk 18,867 mn
Gross Profit
2020-21: Tk 4,106 mn Earnings Per
2019-20: Tk 4,297 mn
Share Total
2020-21: Tk 7.53
2019-20: Tk 5.52 Liabilities
2020-21: Tk 18,893 mn
2019-20: Tk 18,032 mn
Debt-Equity
Ratio Net Profit
2020-21: 0.69 2020-21: Tk 2,497 mn
2019-20: 0.71 2019-20: Tk 1,845 mn
•• All financial numbers have been presented on a consolidated basis to reflect more accurately our performance
as MJLBL Group.
38 | MJL Bangladesh Limited
Annual Report 2020-21 | 39
Leadership Review
40 | MJL Bangladesh Limited
Dear stakeholder, business big and small will have to respond to a more
aware customer and stakeholder on actions taken to
Two global events are shaping the world today. protect the environment, lower carbon emissions,
ensure fair pricing and foster ethical treatment. The
The first is the Covid-19 pandemic as the world
rise of ESG (environmental, social, governance)
continues to find itself in an unprecedented time
obliging companies to report initiatives taken across
with roughly 16 months having passed since the
these spheres, coupled with positive shareholder
World Health Organization declared the outbreak
activism means that they will need to articulate long-
a pandemic in March 2020. With near about five
term targets and adhere to it.
million lives lost, the worst pandemic in a century
continues to inflict significant economic, social and Sustainability has been important to MJLBL for a long
health disruptions the world over. However, the time now and we are being increasingly recognised
increased momentum in vaccine rollouts as well as for our actions, initiatives and thinking in this realm.
continued soft stance by central banks on stimulus Our aim is to be both practical and aspirational by
are encouraging signs for normalcy. The second is focusing on products, people and climate action to
a landmark report from the UN Intergovernmental maximise our positive impact. A case in point is our
Panel on Climate Change (UN IPCC), released recently LPG business, which is anchored on substitution of
in August 2021, which confirmed the need for deep traditional fuel sources that are harmful to the health
GHG emission reductions to stabilise the climate. of people and the planet with a clean, safe and cost-
compatible energy source. Research has shown that
Though these two critical macro events present
the 15% of global energy that comes from burning
significant uncertainty, they offer extraordinary
wood in poor and developing countries is responsible
opportunity too and are factors we have deliberated
for 2% of the world’s climate-changing pollution. We
on at length to inform both our short- and long-term
are contributing to eliminating this source of pollution
decisions as well as our strategic plans. These have
by bringing LPG, a gaseous fuel that has a much
been made succinct in the 5 key areas that form the
higher calorific value against traditional fuel sources,
premise of my report.
that leaves no residue, is easy to transport and store
1. Ensuring safety and security of our people and does not cause any pollution.
During this most unusual and difficult year in living Thus our objective is to demonstrate how our
memory, the people of MJLBL demonstrated courage products, created by people who are empowered
and determination to adjust to the new ways of by a purpose, help to solve challenges facing our
working and delivering results. They reinforced the customers and contributing to long-term shareholder
integrity and sustainability of our business, working value.
under stressful and uncertain conditions. This
includes ensuring adherence to protective equipment,
3. Building trust with our stakeholders
running the LOBP (lube oil blending plant) in line with Climate change is real and many experts have opined
government safety protocols, embracing new shift that its impact will be far more devastating than the
patterns, securing raw material supplies and getting world has ever seen. Countering climate change is at
products across to our customers. They showed true the centre of public discourse, with governments and
grit and resilience and it has been inspiring to see how businesses developing measures and accountability
they came together when it mattered the most. The standards. Furthermore, rising compliance, coupled
Company’s highly satisfactory performance for the with the inherent need for enhancing their own green
year can be undeniably attributed to them. credentials is compelling large customers to seek out
support from their vendors to reduce their carbon
My sincere thanks goes to each of my colleagues for
footprint.
going above and beyond to care for one another, to
deliver for our customers and support our communities. At MJLBL, business sustainability is integral to our
relevance as a provider of essential products. It is also
2. Sustainability as a key topic for
fundamental to our role as a responsible member
stakeholders
of society and our ability to contribute to a cleaner
The pandemic has unquestionably brought country. This is being increasingly recognised by our
sustainability to the fore from the fringes. Every customers and they are turning to us to not only
42 | MJL Bangladesh Limited
help them meet their economic and environmental the leadership as well as the executive team were
responsibility, but also to keep their factories and personally and substantially invested in the success of
industrial establishments in peak operating conditions. the business.
We have a full-fledged R&D unit in our manufacturing While determining evolving opportunities is
facility and are constantly exploring ways to innovate important, what the founders have also focused on
for our customers, helping them test the quality of is doing good for the country in sectors that can offer
their lube oils against their purported claims and scale to create the maximum impact. The Company’s
suggesting alternatives from the Mobil stable that lube oil and LPG businesses attest to this vision of
are far superior with respect to their performance how international-quality products and operating
standards. We back this with specialist service standards can have a deep intrinsic impact on a
assurance, thus creating a customer proposition that country that aspires to achieve growth rates that are
is hard to replicate by competitors. the best in the world. To this extent, MJLBL is a solid
proxy of the developmental prospects of Bangladesh
4. Cultivating potential, harvesting and we are committed to the country’s future.
performance
Appreciation
While keeping our people safe and secure was a top
priority, building skills and capabilities for the future On behalf of the Board, I would like to offer my
was an equally important task at hand. Our Human gratitude to all our people across the nation for the
Resources division was instrumental in diverting significant contributions they make every day and the
training to the virtual platform, ensuring that our obstacles they overcome to ensure that we achieve
teams could benefit from sustained exposure to our goals and fulfill our customer promises. Further,
learning and development resources. While technical our executive management has shown their mettle
training was an important facet of the people this past year under difficult circumstances, working
development agenda, sessions were also conducted tirelessly to restore stability and growth, and we thank
by experienced members to share their learnings and them. A word of thanks also to our customers for
benefit everyone in the organisation. continuing to support our business and providing us
with the opportunity to serve them.
Customer management and service excellence were
also prioritised, especially as a perceptible trend is I would like to end my note by reinforcing my belief
being witnessed wherein customers are shifting to in the future of the Company and its long-term
trusted branded products, thus creating space for shareholder value creation focus. There is no doubt
frontline companies like ours to capture the demand that we have the right plans in place to strengthen
and consolidate position and market share. the Company’s resilience against any exigent shocks
and continue to grow, thereby meeting the demands
5. Reinforcing our commitment to of all our stakeholders. This is our underlying focus
Bangladesh’s future for the next year and beyond as we continue to meet
our purpose of delivering world-class lubricant and
The trajectory of MJL Bangladesh Limited could be
other new-age energy solutions to create social and
viewed as a text-book business case. From a humble
economic value for all.
beginning, the Company has grown into a business
that is the nation’s largest in lube oils and amongst Sincerely,
the top emerging entities in modern fuels like LPG.
This growth was achieved by having a Board that
was highly supportive of an exceptional management
team, on whom it relied absolutely to pursue the
right initiatives and do the right things. Commitment Md. Anisur Rahman
at all levels was reinforced by the fact that both Chairman
Annual Report 2020-21 | 43
44 | MJL Bangladesh Limited
Azam J Chowdhury
Annual Report 2020-21 | 45
Saudi Aramco LPG contract prices avge. (US$ / MT) Bangladesh is transitioning from light to medium
and high-tech industries, yet the lack of enforcement
of regulations have opened the gates for entrants,
resulting in severe competition. Extreme competitive
pressures have festered unfair and unmerited
business conduct which has led to major price and
quality distortions. It is not uncommon for the industry
to supply products that have long been declared
obsolete in other countries. I believe four stages of
408
467
685
monitoring surveillance is necessary for controlling
2019-20 2020-21 2021-22 (Jul-Oct)
poor quality and adulterated lubricants in Bangladesh:
785
Few of the key structural bottlenecks facing the LPG industry of Bangladesh include the following:
One of the lowest Lack of port Entry of over 20 Logistical Unethical practices,
LPG prices in the infrastructure with operators in the constraints that such as cross-filling
world, which makes low drafts that market over the last make access to of LPG cylinders
cost recovery restrict docking of 5 years rural areas difficult
challenging large LPG vessels
Our role in the changing world The pandemic has created an irreversible shift to
branded products from manufacturers who can be
Our business has been founded on the vision to serve trusted for meeting supply commitments. I am proud
the market with best-in-class products and solutions that we are one such Company that has demonstrated
that customers can trust and depend upon. This is why that through sagacity and careful planning, industrial
we engaged with ExxonMobil, among the top energy plants such as our LOBP can continue to run even
companies of the world, to implement an exclusive in unconducive conditions to serve customers and
technology transfer in Bangladesh that resulted in our keep the industrial momentum going. Furthermore,
lube oil blending plant (LOBP) being established in harnessing the value of our digital assets, we focused
Chattogram. Today, our LOBP produces lube oils and on online sales of our lube oil products, thus serving
greases that are at par with global standards, enabling the market in a friction-free manner as an essential
us to serve Bangladesh with international-quality services provider. In addition, even during the peak
products. In ExxonMobil Global Audit 2020 (QP&G of the pandemic, we continued to supply lube oils to
and 3PIMS), our LOBP was assigned a score of 3.8 the power sector, our major customer segment, thus
out of 4 in QP&G and 3.9 out of 4 in 3PIMS, which playing our role in ensuring uninterrupted electricity
is not only the highest in Asia, but also higher than supply around the country. Similarly, we also initiated
the ExxonMobil benchmark standard. The quality and safe and contact-less doorstep delivery service of our
performance assurance of our products have created LPG cylinders, hence delivering a household necessity
such a proposition that Mobil has become synonymous in a timely and convenient manner. Hence, we draw
with lubricants as a brand category leader, just like satisfaction from how we played our small and
Xerox is equated with photocopying. Furthermore, humble role in the nation’s socio-economic growth
we possess a state-of-the-art laboratory that is the in 2020-21, even when many countries collapsed into
technical recession.
best such facility in Bangladesh. Our lab is fortified by
world-class equipment, which facilitates us to provide With post-pandemic recovery gathering momentum,
international-standard testing and analysis services we will play an even more critical role in the
to major state-owned companies, including Padma industrialisation journey of the country in which
Oil Company Limited, Meghna Petroleum Limited mobility and connectivity will be the key pillars. I am
and Jamuna Oil Company Limited, as well as other also enthused by how our homegrown Omera lube
oil companies, which directly serve the nation with a oils brand is giving us the opportunity to serve a wider
critical economic resource. It is a matter of honour market, especially small and medium-sized industries
that we have long-term relationships with these that are one of the pillars for growth and development
companies who trust us for their lab testing services. of this nation. Going forward, we will continue with
48 | MJL Bangladesh Limited
pressed into service, we are evaluating another ship transformational in supporting to more than double
acquisition opportunity, premised on our robust ship its capacity and build the necessary supply chain and
management relationships that will ensure effective infrastructure to increase the penetration of LPG
asset deployment. distribution to nearly all sub-districts of Bangladesh.”
Going by conservative estimates, the company
As an enterprise committed to the economic growth
is expanding LPG access to 350,000 additional
and social development of the country, we are proud
households (around 12% of the total market potential)
that our humble efforts have been recognized. Our
over the life of the loan. Thus, the project will increase
Company was bestowed with the prestigious ‘Highest
access to LPG to a wider population, reducing GHG
Taxpayers Award’ for fiscal 2020-21 for emerging as
emissions (by substituting kerosene, wood and other
the third highest taxpayer in the services and other
hazardous cooking fuels) and, most importantly, allow
category, which is also an endorsement of our
limited reserves of natural gas to be diverted to power
governance and compliance standards. In addition,
generation and other industries.
MJLBL was also awarded the ‘VAT Honour Card’ for
the fiscal year 2021-22, attesting to our Company as OPL received the ISO 45001:2018 certification for
VAT-compliant taxpayer. LPG storage, bottling and distribution activities, valid
up till May 2023. The certificate reflects the fulfillment
Interestingly, despite the Covid-related restrictions
of our occupational health and safety (OH&S)
and accompanying challenges, we were able to
management systems. In addition, the Company was
launch our SAP S4/HANA ERP within 9 months,
also re-certified by the ISO 9001:2015 Management
with practically all sessions conducted virtually.
System in October 2020 for its LPG import, storage,
Furthermore, we implemented the project
bottling and distribution (both bulk and cylinder)
successfully without any physical training to ensure
functions. The certification is valid till July 2023.
people safety. I must acknowledge the tremendous
efforts put in day and night by our team members to Further, aligned to Omera Cylinders’ (a subsidiary of
make the implementation and launch a grand success MJLBL) focus on expanding its addressable market,
even amid the pandemic period which was a crucial it became the first company in Bangladesh to export
component of MJLBL’s digitization and technology
cylinders to Africa. The continent offers immense
extension strategy.
opportunities for growth; it is expected that the share
Demonstrating our focus as a modern growth- of exports in the company’s sales shall grow from
oriented organisation, MJLBL shifted its head office here. Bangladesh also offers immense possibilities,
to “Mobil House”, its own LEED Platinum-certified especially in its hinterlands and upazilla markets,
building located in the heart of Dhaka. This state- and strategy is being drawn which includes digital
of-the-art office tower has world-class features sales (app-based/online marketplaces) to reach the
comprising cutting-edge facilities and eco-friendly customer right at the doorstep.
amenities, which have been central in the building
Moreover, to expand the establishment and reach
being bestowed with the first and highest rated
of LPG refueling stations across all corners of
LEED Platinum certification in the corporate building
Bangladesh, Omera Gas One Limited (OGL), a step-
category of Bangladesh.
down subsidiary of MJLBL, signed agreements with
Our LPG business achieved sound progress too, three national oil giants, Padma Oil Company Limited,
with the International Finance Corporation (IFC), a Meghna Petroleum Limited and Jamuna Oil Company
member of the World Bank Group, sanctioning Omera Limited. The partnership has set the foundations for
Petroleum Limited (OPL) a loan of US$ 20 million. a promising future of OGL Autogas stations across
This is IFC’s second investment through its Covid-19 the country. OGL also executed LPG installation
fast-track financing support package. We are proud successfully at Dhaka Central Jail, Keranigonj. This
of being the first and only downstream petroleum marked the smooth operation of LPG supply to
company in Bangladesh to receive funding from central jail quarters for around 20,000 inmates and
the IFC. As per IFC’s statement, “OPL’s projects are officer quarters.
50 | MJL Bangladesh Limited
I am confident that our investment in these subsidiaries committee meetings and support extended to the
and sister entities are secure and will yield greater management.
returns in the near future.
MJLBL also takes this opportunity to express gratitude
Acknowledgements
towards our regulators and external auditors for their
The success of a business depends on the hard work sound advice and guidance during these distressed
of individuals as well as collective efforts of all in the times. Lastly, I would like to extend our sincerest
Company. I express my sincere appreciation to our appreciation to all our shareholders for the confidence
CEO, M Mukul Hossain, for his leadership, as well as his
and faith they continue to place on us; we assure you
management team and most importantly, employees
of our pledge to maximize shareholder value.
who worked diligently through these uncertain
times to ensure we remain focused on our service
assurance. Their commitment is a core strength that
differentiates MJLBL from its competitors. Thank you and stay safe.
Promising Better
Annual Report 2020-21
Protection
52 | MJL Bangladesh Limited
MJLBL’s long-standing
market reputation as
an established and
reputable Company
with well-positioned
products, and its
agility in adapting to
the testing market
conditions served us
well in delivering an
excellent performance
in what was one of
the most challenging
periods in recent history.
M Mukul Hossain
Annual Report 2020-21 | 53
Our financial year under review (July 2020-June •• Ensured consistent supplies to our major power
2021) presented highly challenging conditions, with plant customers, thus winning their trust and
the unprecedented Covid-19 pandemic sweeping greater share of business
through Bangladesh and the world leaving its trail
a deep economic, social and humanitarian toll. •• Implemented a cutting-edge security seal
Navigating through the uncertainties of a dual solution on all our products, thus further winning
lockdown and changing governmental rules and customer trust around product quality and
regulations, we drew from our experience and genuineness
expertise built over the years to implement initiatives
that kept our business steady and eventually reported •• Launched our products on major e-commerce
a remarkable performance for the year that indeed companies, thus taking our digitisation efforts
exceeded expectations. I congratulate each of my forward and opening up a new sales channel
fellow colleagues and team members for rising to the
occasion when it mattered the most. •• Introduced a few specialised lube oil products to
meet specific demand from the market
Honoring customer commitments at all times
•• Successfully closed the sales of our Aframax tanker,
As an integrated part of a global ecosystem with well-
Omera Queen, and achieved a substantial profit
established assets and operating procedures, we are
able to adjust our strategies to the challenging market •• Achieved major corporate IT upgradation and
conditions and we were supported by a management
modernisation with digitisation of operations
team and workforce that is experienced and committed
through the implementation of SAP S/4 HANA,
to shared growth. Thus, MJLBL’s long-standing
which will enable stronger tech controls as well
market reputation as an established and reputable
as open up such features as dashboard view and
Company with well-positioned products, and its agility
in adapting to the testing market conditions served us data analytics, among others
well in delivering an excellent performance in what was
•• Relocated full-scale operations to our new
one of the most challenging periods in recent history.
LEED-certified green building in Dhaka, thus
Our wide suite of trusted products complementing consolidating all our operations in a single space
our specialist customer services has given us an
For our employees, we recognised the economic
edge and a much broader market appeal. Further,
uncertainty created by the effects of the pandemic
we demonstrated the capability of meeting customer
and as a caring employer, we ensured that there
demand even in challenging conditions, which
would be no pay cuts or retrenchment of our staff. In
reinforced their confidence in us and improved our
the interest of safety, we encouraged virtual meetings
standing as a reliable supplier honoring customer
and postponement of Company events to abide by
commitments. In addition, the Group’s diversification
physical distancing guidelines. In terms of standard
into freight chartering business and integrated LPG
operating procedures, we implemented digital
operations also de-risked the income stream.
temperature scanning at entry points of our offices,
Managing people safety and the health of created social distancing measures, ensured provision
of face masks and hand sanitisers and implemented
our business
higher frequency of routine cleaning.
The global outbreak of the Covid-19 pandemic
and implementation of lockdown measures were Amplifying our people advantage
unprecedented and disrupted businesses across all Our people are a major differentiator of our business
industries, altered consumer behaviour and impacted and they are the engine behind everything we do.
economies across the world as demand receded. In the worst of times, we have seen the best of our
Though the Company was not spared from the effects people and they showed great character in adversity.
of the pandemic that continues to reverberate to this
day, we leveraged our inherent strengths to implement We strive to create safe, inclusive and diverse working
a number of initiatives during the pandemic year: environments that encourage high performance and
innovative thinking. Engaging with our people and
•• Advanced base oil (raw material) procurement building a team-based culture is a priority for every
that helped sustain our local blending operations leader, making sure that every person has what they
and ensured smooth customer supplies need to give their very best and feel safe and supported.
54 | MJL Bangladesh Limited
During the year in review, we focused on striking a government’s added thrust on infrastructure
balancing between people safety and operational development, including special economic zones
sustainability. While mandating Covid-safe behaviour (SEZs). These have the potential to take the country’s
as an important means to keep everyone safe, we industrialisation to the next level, attracting foreign
also placed bans and restrictions on travel, while investors and international practices and even
encouraging our people to use Company vehicles building the case for strategic technology transfer.
against public transport, thus minimising any Moreover, demand that has been held back because
unnecessary exposures. of continued restrictions, including closure of schools
and colleges, will resurface once these are eventually
During the lockdown days we activated remote working eased, thus enabling us to regain lost share. Besides,
and provided our people with the tools to perform their we are also poised to benefit from growing customer
responsibilities effectively and seamlessly. Our people preference for trusted products from companies that
also benefitted from a mental wellness session that remain bound to their supply commitments.
was organised with a reputed psychologist. We also
conducted inter-departmental training on many areas To improve the resilience of our income stream,
of the business, identifying skill gaps and plugging we have undertaken a renewed focus on our LPG
those with relevant learning sessions. business, which performed commendably during
the year. Headed by their respective leadership and
It is our people who are responsible for delivering our management teams, these are playing an important
performance, who engage with our stakeholders, and role in revolutionising the energy transition in the
who are unlocking our full potential. I firmly believe country, while also harnessing opportunities in markets
their efforts means MJLBL will continue to deliver aboard. These businesses also remain committed to
shareholder value by meeting our purpose of bringing expand their production volumes and reduce costs,
cutting-edge modern-day energy solutions for all. which will consequently aid in profitability expansion.
Forward initiatives to weather difficult In the more immediate term, we will focus on capacity
periods ramp-up and getting our volumes back on track. We
have benefitted from our diversified product basket
As we move ahead against the backdrop of a new
through which we could divert supplies to essential
norm that has been precipitated by the pandemic,
infrastructure customers like those operating power
we are leveraging on the various aspects of MJLBL’s
plants and telecommunication towers when our main
business to build greater resilience. Key to this are
customers faced shutdowns. This ensured income
a few main thrusts, which comprise digitalisation,
buoyancy. We will now look to add products to our
introduction of innovative products and drawing
portfolio while identifying gaps in the market to which
strength from greater diversification to ensure
we can cater to.
consistency in income stream.
Conclusion
Therefore, we are looking to accelerate sales via our
online platforms and adopt aggressive sales and In concluding my statement, I thank our Chairman,
marketing strategies for our products, in tandem Managing Director and all Board members for
with the expansion and enhancement of our digital their wise counsel and guidance. I also extend my
marketing capabilities. Though we are yet to acquire appreciation to all my team members across the
the full benefits of online sales, we believe that the organisation for their tremendous effort in difficult
accelerated adoption of digital means that we need to circumstances, without whom the Company could not
remain consistent with our online marketing initiatives. have accomplished what it did this year. We could see
through this incredibly different year with sheer force
MJLBL will also continue introducing innovative
of will and application of mind to the right matters at
products that tap on the latest market trends to
the right time. This reinforces my confidence in the
appeal to a wider market. A key example of this is
future of the Company.
lower viscous vehicle oils which we will focus on in the
coming months. Further, we will also strategically add Best wishes,
to the Omera lube oil portfolio after identifying non-
competing gaps in the market, all the while remaining
vigilant on protecting our business against competition.
Business Overview
56 | MJL Bangladesh Limited
Performance Overview By
Head Of Finance & Planning
We focused on preserving
capital and protecting our
financial position during
the period. While earnings
expanded substantially
despite the difficult operating
environment, there were
other underlying positives
too, including robust treasury
management and capital
allocation.
- Syed Muhammad Rahmatul Mujeeb, FCA
Annual Report 2020-21 | 57
Overview of 2020-21
increase with the ability of the market to absorb it. Effective treasury management
Yet, on a blended basis, the Company did not pass on
the full cost increase to customers, therefore not only The pandemic was one of the key reasons that turned
protecting their purchasing power, but also ensuring our stance to adopt further caution and prudence in
structural sustenance of demand and protected our liquidity and capital allocation decisions.
profitability through efficiency gains. So, our 2020-21
We were able to achieve the lowest average interest
revenues primarily benefitted from growth in value.
cost in our history, facilitated by a few discerning
In addition to our lube oil manufacturing operations initiatives that included mobilisation of capital from
which reported a 11.16% revenue growth to Tk 3,608 the government’s stimulus fund for meeting working
million, our lube oil trading business also reported a capital requirement. Further, we judiciously allocated
satisfactory growth of 11.12% to Tk 3,335 million. Our capital released from ship asset sale for repayment of
oil tanker business housed within MJL Bangladesh some foreign currency debt taken for the acquisition
Limited warrants special mention with the team of Omera Legacy, our other tanker, and also for LC
successfully closing sale of one of our Aframax settlement. It would be also important to note that
tankers, Omera Queen, for a sum consideration in a benign interest rate environment we engaged in
of US$ 8.08 million, whereas the book value was strong negotiations with our banking consortium that
US$ 4.32 million. The timing of the disinvestment also yielded positive benefits. It helped that we have
couldn’t have been better as it coincided with a huge the highest credit rating in the industry of “AAA” for
demand-supply mismatch in global shipping freight. long-term debt and “ST-1” for short-term debt, as
While price was one the key factors that determined assigned by Emerging Credit Rating, a reputed credit
our decision, the other was that the asset was over 20 rating services provider.
years old and hence could attract higher maintenance
Performance of subsidiaries
expenses. With reduced freight capacity, our oil tanker
division turned in a 31.18% decline in revenue to Government’s thrust on effective modern fuels like
Tk 1,465 million. Today, we are evaluating suitable ship LPG has considerably brightened the prospects of our
asset acquisition and believe we are in a comfortable material subsidiaries, Omera Petroleum Limited (OPL)
position to fund any purchase in the future. and Omera Cylinders Limited (OCL). The business’ key
strengths comprise integrated operations that helps
Our standalone cost of goods sold remain well-
in the retention of value, widespread B2C distribution
managed despite the sharp growth in raw material
points and effective financial management strategies.
costs, standing at Tk 5,571 million in 2020-21 against
Tk 5,736 million in 2019-20. Combining resilient Strong parentage coupled with the intrinsic
revenue growth with efficient cost management strengths of the business, including a sound
produced a sharp growth in our standalone net profit borrower track record, OPL and OCL has ensured
for the year, which increased by 39.16% to Tk 2,147 lower debt cost. Further, cost control is a major
million. Growth in standalone net profit elevated thrust area for both the businesses, which has
standalone earnings per share, which stood at Tk 6.78 helped in greater profitability accretion in a typical
in 2020-21, against Tk 4.87 in the previous reporting volume business. Besides, OPL was also able to
period. mobilise US$ 20 mn funding from the IFC during
the year, attesting to the fundamental strengths of
MJLBL regularly pays its corporate tax, withholding
the business and its focus on disrupting the market
tax and VAT on time. We have deposited Tk 794
through brand and distribution.
million to the government exchequer as withholding
and corporate tax in the reporting period of 2020- While OPL reported revenue and profit of Tk 11,849
21. We have also deposited Tk 1,029 million as VAT million and Tk 300.14 million, respectively, OCL
in the same period. We feel proud for not having any recorded revenue and profit of Tk 750.27 million and
litigation against MJLBL and its subsidiaries. Tk 47.16 million in 2020-21. These metrics are higher
Annual Report 2020-21 | 59
than the previous year, which also indicates business drive the demand for lube oil brands that have fought
recovery and stabilisation post the initial effects of the hard to win customer trust.
pandemic.
I believe material value unlocking potential exists
Outlook for our shareholders as we focus on transforming a
promising market through modern energy-based
There remains substantial uncertainty about the
solutions that provide customers and end-users with
global economic outlook, which depends on the roll-
clear cut advantages.
out of effective vaccines and additional policy support.
GDP growth in Bangladesh in FY 2021-22 has been We thank you for your being a part of our growth
forecast by the World Bank at 6.4%, indicating that journey.
pre-pandemic growth level is still some years away. It
Sincerely,
is likely that employment and consumer spending will
remain tepid, and business confidence and investment
is likely to recover slowly. One major positive is the
corporate deleveraging that has created scope for
progressive investments in new asset formation.
Further, maintenance capex is also likely to be upped Syed Muhammad Rahmatul Mujeeb, FCA
and, coupled with emphasis on asset care, is likely to Head of Finance & Planning
60 | MJL Bangladesh Limited
Market Drivers
Influencing Our Business
The world is in a period of unprecedented uncertainty and flux, brought about by
the spread of Covid-19. The environment in which we operate is ever-changing,
presenting challenges as well as new opportunities for growth.
• Optimal liquidity
management • Shareholders’ fund of BDT
11,517.65 million
• Standalone cash / liquid
Financial balances of Tk
BDT148.42
148.42 million Financial • Consistent dividend payout
capital million capital over the last couple of years
• Total
[] totalemployees
employeesofacross
186 our • Enhanced talent management
across our operations
operations as on
as on 30 June via dedicated learning and
Human 30
2021June 2021 Human development programs
capital capital
To meet our purpose, we have adopted an integrated approach to value creation by taking cognisance of the
external environment, including market risks and opportunities, and our relationship with stakeholders, assessing
our material matters and formulating mutually-beneficial strategies. Thus, our business model is created to respond
to the most critical and material aspects of our business and stakeholders, hence marking a new chapter in our
journey of long-term value creation.
Competitive drivers
Key strengths Main activities
New launches
Effectively introduce new products that meet Regain and Key Focus
on new
buyer needs and expectations. expand thrust growth
market share
Strong financial discipline areas areas
Impact
Covid-19 impacts
Avoided employee salary reductions and retrenchments, thus enabling them to cope better
Sustained a well-capitalised position with cautious liquidity management
Improved operating and cost efficiencies
Showed solidarity with the community through donation to Fulchari Hajj Sattar Trust as part of CSR
Strategy execution
Sharpened positioning of Omera lubricants as a mass-market brand targeted at covering portfolio gaps
Ensured customer service discipline, meeting supply and timeline commitments
Focused on augmenting our LPG distribution network to expand market coverage and enhance sales
Financial performance
Achieved healthy growth in standalone net revenue and net profit of 0.38% and 39.16% to Tk 8,408
million and Tk 2,147 million respectively
Reduction of standalone debt of Tk 1,234.14 million in 2020-21, thus reaching Tk 1,712 million
compared to Tk 2,946.14 million in 2019-20
Created healthy cash and liquid balances of Tk 148.42 million during the year
66 | MJL Bangladesh Limited
Annual Report 2020-21 | 67
Our Human
OUR CAPITALS
Resources
Our people are critical in our ability to achieve
HUMAN commercial success and deliver value. The
CAPITAL partnerships we build within our Company are rooted
in teamwork, collaboration and solidarity, and our
people are central to maintaining our regulatory and
social licences to operate.
SOCIAL
Link to our capitals
CAPITAL
NATURAL
CAPITAL
Strategic priorities
Career progression
INTELLECTUAL opportunities
CAPITAL
In order to break the chain and reduce the rising The HR function played a pivotal role in the organisation
Covid-19 cases, the Company mandated home- in facilitating a major shift to the workplace, comprising
shelter policies for all employees till such time the a new modern office tower in Dhaka. In addition to
government notified phase-wise unlocking for the mammoth challenges that such a re-location
safe resumption of in-person office settings. The warrants, matters were compounded on account of
Company’s HR team focused on building a simple and the coronavirus pandemic. Yet, the team embraced
seamless approach to overcome pandemic-related meticulous planning and implementation to make
challenges, with strategies designed not periodically the shift a reality, eliminating hassles for employees,
or in advance but in real-time. Furthermore, the while also ensuring business continuity amidst the re-
HR team’s focus on employee productivity and location.
70 | MJL Bangladesh Limited
Our Operations
OUR CAPITALS
& Assets
Our business model is driven by the principle of
HUMAN efficient integration and effective diversification to
CAPITAL create value and make our business resilient against
exigent shocks, like the Covid-19 pandemic. Further,
strategic asset investment such as in a state-of-the-
art office premises helps create the mindset for future
growth.
SOCIAL
Link to our capitals
CAPITAL
NATURAL
CAPITAL
FINANCIAL
CAPITAL
Strategic priorities
MANUFACTURED
CAPITAL
At the heart of our lubrication operations is our Focus on smooth and continued LOBP operations
integrated lube oil blending plant (LOBP) that is located was a key priority area amid the pandemic-related
disruptions and we were able to achieve this in two
in Chattogram, about 220-km from Dhaka. The LOBP,
broad ways. One, by ensuring advanced procurement
build to world-class standards, facilitates the blending of base oils in anticipation of shutdown-related
of a wide variety of Mobil and Omera lubricants disruptions and bottlenecks in shipping freight, and
that serve both industrial and retail segments of the two by conducting operations in full alignment with
market. Automation and state-of-the-art process govt. norms on safety and health. While doing this
enabled us to meet our role in society as an essential
controls enable the production of lube oils that meet
service provider, we were also able to win customer
high-performance standards and provide customer
trust through surety of supplies. In fact, these facets
assurance. While the LOBP location is favourable on played a critical role in our performance for the year.
account of the Chattogram port facilitating base oil Few of the other chief developments of the year is
import, the central location of the plant also helps in included below.
the seamless delivery of finished products across the
Achieved top ranking in ExxonMobil global
country.
audit
Similar to our lubricant operations, our LPG business Yet again, the Company obtained outstanding
(under subsidiary companies) is also highly integrated, marks in the global audit conducted by ExxonMobil’s
constituting both cylinder manufacturing and gas auditors from November 16 to 26, 2020. In this
bottling in modern manufacturing environments that audit, MJLBL scored 3.9 out of 4 in 3PIMS and 3.8
out of 4 in QP&G. Such a performance drew high
assert occupational health protection against any
praise from ExxonMobil, which also acknowledged
hazards. The integrated nature of operations also the commitment of the management in supporting
helps value retention, while eliminating dependence the LOBP team to continuously maintain such high
on external suppliers for key inputs. standards of working environment.
Engr. Salah Uddin Ahmed, GM, MJLBL, is seen with the LOBP team after the successful completion of the ExxonMobil global audit
Re-location into a modern office tower of-the-art office tower has world-class features
comprising cutting-edge facilities and eco-friendly
Demonstrating its focus as a modern growth- amenities, which have been central in the building
oriented organisation, MJLBL shifted its head office being bestowed with the first LEED Platinum
to “Mobil House”, its own LEED Platinum-certified certification in the corporate building category of
building located in the heart of Dhaka. This state- Bangladesh.
72 | MJL Bangladesh Limited
Mobil House is compliant with all the laws and regulations of the govt. With safety being one of the core
values of the Company, the building embodies this value not only in the way it has been built, but also in
terms of safety installations housed inside. For instance, the building is well-equipped with UL-certified
equipment to ensure safety, especially in emergencies. The facility is housed on a total construction area of
120,000 sq. ft comprising:
Furthermore, intelligent work spaces are optimised with cutting-edge technologies to harmonise comfort,
creativity, productivity and efficiency.
Thus, Mobil House is not just a modern office building but a statement that reflects our vision to power global
mobility. The building’s harmony of form and function stands tall as a testament to the organisation’s core values
of sustainability, efficiency, workplace safety and corporate leadership.
•• The building’s architecture serves as an ecology, integrated together with a holistic approach to energy-
efficiency, design aesthetics, sustainability and user comfort.
•• The brand serves as a power source for the world’s mobility. With this in mind, a major focus of the
architecture comprises energy efficiency and sustainability.
•• The building harnesses light, water, air ventilation and power in a comprehensive, integrated and
synergistic format, thus making it harmonious with nature.
•• Spread over an area of 200 sqm, an array of solar photovoltaic modules harness solar energy effectively
and optimise dependence on conventional energy. Numerically, the combination of various energy
efficiency systems reduces energy usage in the building by as much as 40%.
•• The exterior façade has been created with 300 mm concrete walls that act as a barrier for excessive
heat and sound.
•• Vertically terraced gardens act as thermal buffers for interior spaces and also provides the essence of
biophilia.
•• Double-glazed Low E glass façade and walls provide maximum daylight illumination and visibility, while
minimising heat and sound gain.
•• The facility’s advanced RO water purifier system, auto synchronised rainwater harvesting system and
waste water treatment plant with MBR system allows for 80% water savings.
•• An efficient chilled water system has been integrated in the building’s HVAC system to significantly
reduce cooling loads for central air cooling and ventilation systems.
Strategic vessel divestment US$ 8.08 mn, which is almost twice the book value of
the tanker. The significant sales proceeds was one of
One of the Company’s key business units is the the key determining factors in the ship’s divestment.
freight tanker division that operates in the global Today, while the Company operates one Aframax
shipping industry. Leveraging a key opportunity, the tanker with secured freight booking, it is scouting for
division divested one of its two Aframax tankers, acquisition of another vessel and will take a call once a
Omera Queen. This sale helped mobilise a handsome suitable opportunity is shortlisted.
74 | MJL Bangladesh Limited
Marketing
OUR CAPITALS
& Sales
With a portfolio serving an expansive spectrum of
HUMAN requirements and applications, it is essential that we
CAPITAL promote brand visibility at all times to ensure top-of-
the-mind recall when a customer makes a purchase
decision. Strong marketing focus backed by an
efficient sales strategy also helps create differentiation
in a competitive sector.
SOCIAL
Link to our capitals
CAPITAL
NATURAL
CAPITAL
Strategic priorities
Digital campaign
furthering the proposition for them. To make online from anywhere anytime with just a click of a button.
purchase available nationwide, the Company also Online sales from e-commerce partner platforms and
entered into a partnership with major e-commerce MJLBL’s own platform saw significant growth during
platforms. Today, consumers can buy online the campaign period. The campaign was able to reach
through the mobile app, Facebook, website and more than 7 million people that resulted in over 100,000
also via call center, as per their convenience. Digital engagements on MJLBL’s website. Further, several
communications were activated to raise consumer
people expressed their interest to purchase Mobil
awareness of the wide range of Mobil products and
lubricants online through the official Facebook page
their online availability.
of Mobil in Bangladesh. During the campaign period,
The campaign was able to attract online buyers Mobil in Bangladesh Facebook page gained 35,000+
and received tremendous response. It successfully followers. Overall, online sales of Mobil lubricants
established the fact that Mobil could now be bought jumped significantly on a month-on-month basis.
Covid-19 digital awareness communication safe. In addition, lockdown care tips for vehicles were
communicated too.
Amidst Covid-19, MJLBL stepped up social media
MJLBL also showed gratitude to frontline workers
communication around awareness about maintaining
who kept the engines moving during the lockdown
safety precautions, such as social distance, sheltering just to ensure that others’ life was smooth and
at home and using masks, handwashing, etc., to stay comfortable.
78 | MJL Bangladesh Limited
Information
OUR CAPITALS
Technology
With a futuristic mindset, MJLBL has always
HUMAN considered technology as a driver of long-term
CAPITAL growth. This is reflected in the fact that the Company
implemented SAP S/4HANA 2020 for the first time in
Bangladesh, executing this major project within nine
months, even amid the pandemic environment.
SOCIAL
Link to our capitals
CAPITAL
NATURAL
CAPITAL
Strategic priorities
Compliance
and assurance
80 | MJL Bangladesh Limited
Better cash flow and a more Improved decision-making with key Enhancement in revenue
agile supply chain business decisions supported by real- through improved customer
time reports from the new system relationship management
While the ERP was one of the major occurrences booking system is TouchOne, which is Bangladesh’s
of the year, the other key development was the shift first multilingual meeting room reservation system.
to the new corporate headquarters, comprising a Employees can check slots and availability and book
modern LEED Platinum-certified full-owned tower a meeting room of their preference depending on the
in a major business district of Dhaka. Commensurate number of participants by using their email ID from
with the identity of the building as a new-age anywhere.
corporate complex, several innovative tech-centric
features have been incorporated for improving Visitor’s log at reception
efficiency, productivity and coordination. For enhanced premises security, all visitors and guests
need a visitor card issued by the front desk team that
Meeting room reservation system
own the responsibility of maintaining a central log
Mobil House has a dedicated floor with seven meeting guided by the PortalOne (central portal) platform.
rooms of various seating capacities. Powering the In addition to the documentation of all entries into
Annual Report 2020-21 | 81
the premises, PortalOne also enables movement Center with 2x48 kVA Schneider Symmetra PX UPS,
traceability for any future reference. 2x40kW (2N Technology) in-row cooling, Novec
1230 fire suppression system, etc. Data and network
Avaya IP telephony solution security is facilitated by CISCO Firewalls and other
Every workstation in the building is connected with security systems. Further, the premises also has a
an Avaya IP telephone unit for facilitating seamless 02x160 kVA lithium-ion battery-powered Schneider
communication. Employees can dial the designated Galaxy VM Central UPS. Notably, such an installation
number available in PortalOne to connect to the is the country’s first in a commercial building.
intended recipient of Mobil House. Calls to outside
Surveillance system
numbers are also possible using the system.
As many as 126 IP cameras are operational to ensure
Data centre and Central UPS
comprehensive surveillance of the building and as a
The building premises also houses the state-of-the- means to thwart any untoward incident and assure
art 08 Rack Schneider Hot Aisle Containment Data users of full safety and security.
82 | MJL Bangladesh Limited
Such risks may result Our robust technical While this risk has a
in threats to human standards and processes potentially high impact,
health and safety and and advanced emergency they have low frequency
Catastrophe risk damage of machinery and response mechanisms and are yet accorded the
equipment. provide assurance for highest priority.
We are exposed to
operational safety, the
the risks we deem as
implementation of which
potentially catastrophic,
is regularly inspected
including any
by technical experts,
occupational hazards like
including auditors from
fire and explosion.
ExxonMobil.
Annual Report 2020-21 | 83
Future demand may In fact, both our businesses We believe our businesses
be impacted by such are favourably placed are placed favourably
factors as technological precisely because of these over the long-term. Yet,
Future demand developments, product trends. For instance, our there are concerns around
substitution leading lube oil business benefits electric vehicles (EVs) that
Demand for our products
to reduced demand from customer preference may replace conventional
may deviate from our
and shifts in consumer for products that assure combustion engine-
assumptions, causing loss
preferences. high-performance. based vehicles. Though
of business.
Moreover, our LPG this trend is catching up,
business is rooted in we believe it will be years
product substitution before Bangladesh can
away from biomass- seriously look into EVs on
based energy to a account of regulations
modern, efficient and and infrastructure
dependable source of fuel. bottlenecks. However,
Furthermore, both our even EVs require new-
businesses benefit from age lubricants and
rising consumer preference hence we do not foresee
for branded and trusted vehicle electrification as
products, a trend especially a material risk of concern
triggered by the pandemic. impacting future demand.
Annual Report 2020-21 | 85
Group Companies
86 | MJL Bangladesh Limited
Omera has a fleet of road tankers and contract distributors’ cylinder trucks to transport LPG from its central
terminal to satellite stations and then onwards to customers. All storage terminals and filling stations are located
Annual Report 2020-21 | 87
along the rivers/main roads and inside industrial carrying barges and upgrading the LPG road tanker
areas. Furthermore, the Company has also made fleet. This will bolster supply reliability by shortening
significant investments in building three LPG-carrying the delivery time and lowering transportation costs,
barges – M.T Omera Princess, M.T Omera Glory and while ensuring end customers have access to LPG
M.T Omera King, based on Japanese navigation and when they need it.
communication devices and European technology.
Building barges of such pedigree is in itself a revolution From a sustainability and impact angle, the project
in the country’s LPG industry. will also support the promotion of LPG, which has
low greenhouse gas (GHG) emission characteristics
MJL Bangladesh holds a 62.49% stake in the when compared to other conventional cooking
Company, followed by BB Energy with 25% and FMO fuels, such as firewood, kerosene and charcoal.
with 12.50%. Though usage of these conventional cooking fuels
have reduced drastically in rural Bangladesh, they
OPL and Omera Gas One (a Group company) still represent around 75% of the consumption of
together offer a wide range of products and solutions, cooking fuels. Inefficient cooking emits GHGs such
including cylinders of various sizes and other bulk as carbon dioxide and methane, and aerosols such
distribution systems to meet diversity of demand. as black carbon. Better access to LPG in rural areas
of the country through new distribution networks
Solutions User profile
will provide a cleaner and efficient fuel, thereby
5.5 kg, 12 kg cylinders Households, small improving overall health of the local population.
eateries (Omera
Petroleum) Certifications:
12 kg, 35 kg, 45 kg Hotels, restaurants,
OPL received the ISO 45001:2018 certification for
cylinders cafes (Omera
LPG storage, bottling and distribution activities,
Petroleum)
valid up till May 2023. The certificate reflects the
Bulk LPG and connected Industrial users (Omera fulfillment of our occupational health and safety
cylinder banks Gas One) (OH&S) management systems. Furthermore, the
Bulk LPG (Autogas) Filling stations (Omera Company was also re-certified by the ISO 9001:2015
Gas One) Management System in October 2020 for its LPG
Reticulated LPG Bulk users (Omera Gas import, storage, bottling and distribution (both bulk
One) and cylinder) functions. The certification is valid till
July 2023.
Progress achieved during 2020-21 Marketing communications of the year
IFC fund mobilisation: Digital marketing
In a major development of the year, IFC, part of the In the competitive world of digital marketing, Omera
World Bank Group, proposed an investment of up has secured an active presence on all prominent
to US$ 20 million in OPL to partially finance total social media platforms, such as Facebook, LinkedIn,
capital expenditure of US$ 60 mn to be invested Instagram, YouTube and Wikipedia.
over the next two next. The project envisages capital
expenditure for cylinders, barges, storage tanks, Omera LPG recently launched its official Wikipedia
trucks and filling machinery across the Company’s page and verified its existing official Facebook page.
various regions of operations, thus increasing The Company also launched its official LinkedIn
storage capacity across various stages in the value profile to elevate employer branding and also an
chain. Hence, with growth in the demand for LPG official Instagram account to reach a wider audience
envisaged down the years, the project will help on a highly promising platform. Further, the Company
minimise the shortage gap and address lack of has also secured the highest number of followers
LPG storage facilities that have become a major on platforms such as LinkedIn and Instagram in the
bottleneck in the distribution chain. So, the project LPG industry in a span of just four months. It has also
will help smoothen the distribution of LPG to end- launched its official YouTube channel to enhance
users by constructing capacity barges, cylinder corporate branding.
88 | MJL Bangladesh Limited
Since Facebook is a widely accepted and used platform by the target audience, the Company executed 4 major
digital marketing campaigns on its page, including:
These campaigns received sound appreciation from the audience, resulting in a campaign reach of 4.35 million, of
which the Father’s Day campaign video was developed in-house by the brand team at no cost.
Outdoor branding
Omera has expanded its footprint in strategic locations across the country, leveraging various vehicles of outdoor
branding. The Company has 16 billboards in prime locations adjacent to national highways. The team also executed:
•• 300,000 sq. ft of wall painting in various locations across the country to grab consumer mind share recall and
enhance sales
•• 115,000 sq. ft shop signage installations on 4,077 outlets of trade partners. This project is a symbol of
recognition and a token of appreciation towards the Company’s valued partners for their commitment and
efforts for business growth amid the pandemic situation
The LPG industry of the country has typically anchored TVCs on a kitchen setting. This is because the product itself
is closely related to the kitchen. However, with a view to break the mould, Omera LPG went the extra-mile to come
out of this stereotype and bring a new concept to viewers, represented by a new thematic television commercial.
Renowned Bangladeshi artiste, Chanchal Chowdhury was appointed as the ambassador of Omera LPG, marking
the beginning of his journey with the brand. It is expected that the deep connect that Mr Chowdhury shares with
his fans and viewers across the country will have a huge positive impact on Omera LPG as well. Thus, the new TVC
depicts a clear picture of how Omera LPG is adding value to the lives of consumers with its strong distribution
network and logistical fleet. The TVC is crafted in such a way that it fosters a strong emotional and slice of life appeal
to viewers. Consumers can directly relate to the moments shown in the TVC and how Omera LPG is a part of it.
Glimpse of TVC
90 | MJL Bangladesh Limited
Omera LPG has always srived to strengthen relationships with its trade partners. So, the Company has presented
gifts to valued partners on special occasions, as well as sent them other gifts several times throughout the year.
During the year in review, the Company deployed 10,000 festoons to respective distributors, intended to enhance
sales at the retail points. The distributors gave the festoons down the channel to the retailers. Omera LPG also
developed and distributed 35,000 pieces of Omera LPG branded T-shirts, which were given to distributors and
retailers as an annual gift.
In addition, distributors were also presented with a customised dry food items bouquet during the occasion of Eid.
The purchase was made from a renowned FMCG brand. The distributors were also given Omera LPG-branded
facemasks during the pandemic to ensure safety at the workplace. The Company also developed 180 leather bags,
40,000 wall calendars, 4,800 desk calendars and 3,330 notebooks to strengthen its relationship with corporate
and trade partners, distributed as new year 2021 gift.
With an annual cylinder production capacity of public health against conventional fuel sources like
900,000 units, Omera Cylinders Limited (OCL) is one kerosene and wood will drive sustainable demand for
of the largest cylinder manufacturers of the country. LPG and hence cylinders.
Omera Cylinders Limited (OCL), a subsidiary of MJL
Bangladesh, possesses a dedicated and talented Major highlights of 2020-21
workforce. In addition, its strong quality control and
Exports
quality assurance (QA/QC) systems at every stage of
manufacturing process helps ensure the highest level OCL emerged as the first and the only Bangladeshi
of quality and safety. The Company manufactures Company to export cylinders overseas. While this
cylinders under full compliance using European
strengthened the Company’s brand image nationally,
technology and automated machines. Its product
it also helped open up a route to achieve diversification
portfolio ranges from 4 - 50 kg, according to customer
of revenue. Going forward, the Company expects to
needs and specifications.
deepen its presence and explore markets around the
Going forward, the Company believes that the world that are under-penetrated and offer scope for
government’s thrust on energy transition and securing growth.
Marketing initiatives
The brand team developed an AV (audio-visual) of the Company’s export operations, highlighting the Company as the
first local cylinder manufacturing organization to locally produce world-class LPG cylinders for exports. The Company
also promoted a cylinder quality campaign on Facebook and Instagram to raise awareness amongst consumers about
the technical aspects of LPG cylinders manufactured by the Company and thus build customer trust.
To ensure safe operations and risk-free working environment, OCL has implemented “ISO 45001: 2018 –
Occupational Health Safety Management System” complying with all of the requirements of the standard. OCL
always strives to eliminate risks throughout all operations by assessing hazards, ensuring workplace safeguards
and assuring functioning of internal controls to ensure zero accident incidents at workplace.
Pandemic responses
With the pandemic disrupting the industry, we focused on customer retention with a view to secure revenues.
In addition, we explored cost reduction and efficiency enhancement opportunities, which helped shore up our
margins and profitability.
Annual Report 2020-21 | 93
Tk 767 mn Tk 47 mn Tk 37 mn Tk 1.18
Revenue, Operating profit, Net profit, EPS,
up 88% YoY up 22% YoY down 14% YoY down 14% YoY
Autogas (LPG) consumption is expanding rapidly in up 200 LPG stations, more than doubled YoY in 2020-
Bangladesh, driven by, among other factors, rise in 21, which clearly establishes sustainable demand
the number of Autogas refuelling stations. Expanding trends. OGL has also set up conversion centres across
accessibility of Autogas is a prioritised focus area of virtually all its stations and has already converted
the govt., as it looks to cut dependency on other 1,000+ vehicles.
fossil fuels. As per reports, the Energy Ministry has
In the year of the Covid-19 pandemic crisis, OGL strived
already given consent for setting up 2,550 Autogas
to ensure uninterrupted supply of LPG throughout
stations across the country to 13 LPG operators, with
the country at standard lead time. Leveraging the
many also obtaining permission to install conversion
experience of working even amidst the disruptions,
centres. Operators have already set up about 400
the Company is continuing to ensure safety protocols
filling stations with over 200-300 vehicles conversions
in each of its stations, while also continuing to launch
to Autogas every day. According to industry
and operate new Autogas stations and commercial
information, there are about 35,000 vehicles using
and industrial LPG projects.
Autogas in Bangladesh, with monthly consumption
now standing at 6,000-6,500 tons. Key developments of the year
With robust capabilities in LPG and favourable macro Adherence to Covid protocols
conditions, it was a natural extension for MJLBL to
venture into Autogas and reticulated LPG systems, The prioritised focus area was to make sure Covid-
which are being spearheaded by Omera Gas One safe protocols were followed across all of the
Limited (OGL), a step-down subsidiary. Company’s Autogas refuelling stations. Thus, masks,
gloves and sanitisers were dispatched to each station
OGL, a joint venture between Omera Petroleum along with strict rules of social distancing and least
and Saisan Co. of Japan, has already established 32 contact refuelling procedures. OGL also ensured
Autogas stations (by the end of 2020-21). The monthly these protocols were followed and maintained on a
sales of the Company, which obtained approval to set continuous basis.
94 | MJL Bangladesh Limited
The pandemic has had the worst impact on the underprivileged and vulnerable sections of the society. Thus, with
a view to alleviate stress, the Company stepped forward and organised a Covid donation campaign in which dry
ration and other provisions were distributed.
An important highlight of the year was the inauguration of the Central Jail LPG project, with LPG installation
successfully executed at Dhaka Central Jail, Keranigonj. This marked the smooth operation of LPG supply to central
jail quarters for around 20,000 inmates and also officer quarters. Moreover, Mr. Azam J Chowdhury, on behalf of
Omera Gas One, donated personal protective equipment (PPE) to Prisons Directorate authorities to ensure safety
of the Dhaka Central Jail staff during the time of coronavirus crisis.
Omera Gas One Limited and Omera Petroleum Limited have been working to ensure
uninterrupted supply of LPG to residential, industrial and auto gas stations. Besides,
these companies have also been ensuring safe use of LPG as well as maintaining the
necessary precautions against corona virus, according to a statement.
-rmc//
Sustainability Report
98 | MJL Bangladesh Limited
Donation of medical equipment to 10 bed COVID-19 isolation unit at Upazila Health Complex, Kulaura, Moulvibazar
100 | MJL Bangladesh Limited
We aware employee
about whistle-blower
policy, related party
transactions , anti-
sexual harassment
etc., to guide us in our
business conduct and
ensure compliance
with regulations.
Future expectations:
A pride-enhancing felicitation
As an enterprise committed to the economic growth and social development of the country, we are
proud that our humble efforts have been recognised by the nation. Our Company was bestowed with the
prestigious ‘Highest Taxpayers Award’ for fiscal 2020-21 in a gala ceremony organised on 14th September
2021. The ceremony witnessed the august presence of Mr. Fazle Kabir, Hon’ble Governor of Bangladesh
Bank and Mr. Abu Hena Md. Rahmatul Muneem, Chairman of NBR. Our Head of Finance & Planning, Mr.
Syed Muhammad Rahmatul Mujeeb, FCA, on behalf of MJL Bangladesh Limited, received the accolade with
a magnificent crest and the exalted Tax Card that declared our Company to be the ‘Third Highest Taxpayer’ in
the ‘Service and Other category’. Through honoring us with the award, the govt. acknowledgement depicts
our significant contributions to the national exchequer, besides exemplary compliance across all facets of
our business. The award also represents the ultimate recognition of our relentless focus on upholding our
values, beliefs and philosophies in doing good and operating our business to the highest levels of trust,
transparency, values and ethics.
Our Head of Finance & Planning, Syed Muhammad Rahmatul Mujeeb, FCA is seen to receive ‘Highest Taxpayers Award’ from the
Honorable Governor of Bangladesh Bank
102 | MJL Bangladesh Limited
As a publicly-listed company, we have obligations to a wide range of stakeholders, which ranges (directly and
indirectly) from long-term investment funds to individual shareholders. These stakeholders seek transparency,
ethics and governance, and their core objectives remain the protection of their invested capital on the one hand
and returns maximisation on the other.
Furthermore, with the Company deeply-rooted in ensuring economic progress, we believe it is our responsibility
to our society as a whole through the payment of taxes and, thus, our contribution to public finances. This we also
believe to be a robust practice to secure sustainable and long-term growth.
We disclose our tax contributions to the government, as we believe that it is an important way to demonstrate
that it is possible to achieve an effective balance between meeting stakeholder aspirations and our responsibility
to the state exchequer.
Year wise VAT & Tax paid by MJLBL (standalone basis) Figures are in Tk million
1,683
1,653
1,841
1,655
1,823
Driving Performance
in Challenging Times
104 | MJL Bangladesh Limited
* All financial numbers and derivatives have been presented on a consolidated basis to reflect more accurately our
performance as MJLBL Group.
Annual Report 2020-21 | 105
Value-Added Statement
The value added statement provides a detailed account of total value addition and the distribution of the value
created by the organization. MJLBL contributes positively to socio-economic development by empowering
employees through the payment of salaries and allowances by assisting the regulatory capacities through paying
taxes and of course keeping in mind Company’s continuous expansion and growth.
Market value added statement as of June 30, 2021 and June 30, 2020
20,494
11,611
8,883
*Capital Employed
Total Assets 33,638,726,877 31,705,667,094
Less: Current Liabilities 14,500,598,487 14,416,770,819
19,138,128,390 17,288,896,275
Perfect Drive
Annual Report 2020-21 | 109
Fostering Resilience
Through Quality
Governance
110 | MJL Bangladesh Limited
Corporate Governance framework of MJL Bangladesh The Code of Conduct has been prepared to provide
Limited has been developed and enhanced based on guidance as well as assist the Board and the
the basic principles and best practices outlined in the Management to focus on the roles and responsibilities
following: of Board members and Management to facilitate
the Board’s and management’s accountability to the
1. Bangladesh Securities and Exchange Commission Company and shareholders as well as ensuring effective
(BSEC) Notification on Corporate Governance; communication between the Board and Management.
Being a publicly listed company, MJL Bangladesh
2. The Companies Act 1994 and other applicable
Limited has set the scope of the authority in the laws of
regulations of Bangladesh; Dhaka and
the country as well as in the Memorandum and Articles
Chattogram Stock Exchanges Listing Regulations;
of Association of the company reflecting to maintain
3. Laws of the land; its business operations to the highest standard of the
Corporate Governance. The Board and the Management
4. Standards of Business Conduct, Policies and team are committed to practice strong compliance and
Guidelines of the Company; transparent business ethics and integrity at all levels of
internal and external business conduct.
5. Statement of Risk Management;
Board Structure
6. Internal Control Systems of the Company;
Board size and composition
7. Statement of Delegated Authorities of the
Company; and The size of the Board will provide for sufficient
diversity among non-employee directors while also
8. Local and global best practices. facilitating substantive discussions in which each
director can participate meaningfully. The Board size
The Board continuously reviews its corporate
will be within the limits prescribed by applicable laws,
governance frameworks to ensure its relevance,
which currently provide that the Board may have no
effectiveness and sustainability in addressing future
fewer than five and no more than twenty members.
business challenges.
Currently, the Board consists of eight Directors,
The conducts of all employees of the Company, comprising five Non-Executive Directors, two
including the Board of Directors, are governed by Independent Directors and one Executive Director,
the Company’s policies, guidelines and Standards who is the Managing Director.
of Business Conduct. Each and every employee,
Roles of the Board
including Directors, is expected to live up to the
structure of Business Conduct and required to confirm The business and affairs of MJLBL are managed by
their commitment and compliance by executing a or under the direction of its Board in accordance with
declaration of compliance annually. laws and regulations of the country. The directors’
Annual Report 2020-21 | 111
Casual vacancies, if any, are filled by the Board in Additional meetings are also scheduled as and when
accordance with Companies Act, 1994. required.
The Board believes that experience as an MJLBL An agenda for each Board meeting and briefing
Director is a valuable asset, especially in light of the size materials will, to the extent practicable in light of the
and scope of the Company’s operations. Therefore, timing of matters that require Board attention, be
directors are not subject to term limits except for distributed to each director approximately seven days
the Independent Directors. The tenure of office of prior to each meeting. The Managing Director along
an Independent Director is for a period of 3 (three) with the Company Secretary normally set the agenda
years, which may be extended for 1 (one) tenure only. for Board meetings. Any Director may request the
A former Independent Director may be considered for inclusion of specific items.
reappointment for another tenure after a time gap of
one tenure, i.e., three years from his or her completion Meeting attendance
of consecutive two tenures i.e. six years.
It is expected that each Director makes every effort
Retirement to attend each Board meeting and each meeting
of any committee on which he or she sits. Board
Not less than one third of the whole number of
meetings and attendance during the year ended on
Directors are persons whose period of office is liable
June 30, 2021 has been attached to this annual report
to determination of at any time by retirement of
Directors rotation. The Independent Directors are not as Annexure II.
subject to retirement by rotation. Confidentiality
Orientation
The proceedings and deliberations of the Board and
New directors will receive a comprehensive its committees are confidential. Each director will
orientation from appropriate executives regarding maintain the confidentiality of information received
MJLBL’s business and affairs. in connection with his or her service as a director,
including internal discussions and information on
Continuing education processes of the Board and its Committees.
breadth of knowledge and skills to enhance the commitments, and exposures will be reported to
effectiveness of the Board as a team. the Board on a regular and timely basis.
9. Working with the Board in establishing the 5. The MD’s leadership role also entails being
performance criteria and evaluation for the Board, ultimately responsible for all day-to-day
the various Board Committees, individual Directors, management decisions and for implementing the
the MD/CEO and the senior management team. Company’s long and short-term plans.
Within the evaluation framework, the Chairman
shall encourage regular Board discussions and 6. The Managing Director acts as a direct liaison
assessments of the MD/CEO and the senior between the Board and Management of the
management team’s performance. Company and communicates to the Board on
behalf of the Management.
10. Promoting effective relationships and open
communication between the Board and senior 7. The MD also communicates on behalf of the
management team, in relation to corporate Company to shareholders, employees, Government
governance matters and corporate performance. authorities, other stakeholders and the public.
2. Developing the long-term vision for the Company, 5. Board members having interest of any nature
guides strategic planning process to develop and in the agenda of the meeting, shall declare
recommend strategic plans to the Board in order beforehand the nature of their interest and
to ensure Company’s profitable growth and withdraw from the room, unless they have a
achievement of its business objectives and secure dispensation to speak.
Board’s approval for the business plan annually.
6. Training opportunities/orientation/workshops
3. The Managing Director is responsible for driving will be arranged for the members (especially
business operations, leading the development and for the newly inducted members) to make them
execution of the Company’s long-term strategies acquainted with the international best practices,
with a view to create shareholder value. their fiduciary obligations, Code of Conduct etc.
4. Authorizing commitment of corporate resources 7. Board Members shall always maintain ‘Fit and
in the ordinary course of business in order Proper Test Criteria’, clean CIB status and other
to pursue the approved strategic plans and obligations declared by the Primary and other
objectives of the Company provided that major Regulators.
Annual Report 2020-21 | 115
8. Directors must avoid any conflicts of interest grants relief because the Director acted honestly
between the director and the Company. Any and reasonably and ought fairly to be excused.
situation that involves, or may reasonably be
expected to involve, a conflict of interest with the 14. Any question on interpretation of any clause in
Company, should be disclosed promptly to the this Code or an amendment to any provision of
Chairman of the Board or the Chairman of the this Code shall be handled only by the Board of
Audit Committee. Directors.
9. Directors are prohibited from: (a) taking for 15. All Directors shall issue an annual declaration
themselves personal opportunities related to the confirming compliance with this Code. The
Company’s business; (b) using the Company’s Annual Report of the Company shall carry
property, information, or position for personal a certificate to this effect duly signed by the
gain; and/or (c) competing with the Company concerned.
for business opportunities, provided, however, if
the Company’s disinterested directors determine Chief Executive Officer
that the Company will not pursue an opportunity
The primary function of the CEO is to direct and
that relates to the Company’s business, a director
supervise the business and affairs of the Company.
may do so.
In terms of the financial, business and administrative
10. Directors shall comply, and oversee compliance authorities vested upon him by the board, the CEO
by employees, officers and other directors, with shall discharge his own responsibilities. He shall remain
laws, rules and regulations applicable to the accountable for achievement of financial and other
Company, including insider trading laws. The business targets by means of business plan, efficient
Directors will follow the rules and regulations of implementation thereof and prudent administrative
Dhaka/Chattogram Stock Exchanges and that of and financial management.
Bangladesh Securities and Exchange Commission
for dealing in the securities of the Company. The specific duties and responsibilities of the CEO are
Directors shall oversee fair dealing by employees as follows:
and officers with the Company’s customers,
1. Take full accountability for the setting and
suppliers, competitors and employees.
achievement of the Company’s objectives
11. Directors should promote ethical behaviour and one-year budgetary targets for all key
and take steps to ensure the Company: (a) performance indicators. Successfully implement
encourages employees to talk to supervisors, the business and operational plans of the
managers and other appropriate personnel company including ensuring that resource
when in doubt about the best course of allocation is correct, day-to-day operations
action in a particular situation; (b) encourages run effectively and that financial monitors and
employees to report violations of laws, rules, controls are in place to measure progress towards
regulations or the Company’s HR Policies stated efficiency and productivity goals.
including Code of Conduct to appropriate
personnel; and (c) informs employees that the 2. Review and report regularly to the Board on the
Company will not allow retaliation for reports overall progress and results against operating
made in good faith. and financial objectives and initiate courses of
action for improvement.
12. Directors should communicate any suspected
violations of this Code promptly to the Chairman 3. Continuously collect and analyze information
of the Board. Violations will be investigated by on the current business and economic climate
the Board or by a person or persons designated and trends, and on conditions in markets,
by the Board and appropriate action will be taken technologies, products and people which may
in the event of any violations of the Code. present risk or opportunity to the Company.
13. The Directors will be indemnified against any 4. Ensure that this intelligence is communicated
liability incurred by them in defending any civil appropriately and influences the company’s
or criminal proceedings in which judgment is short-term behavior and long-term directions.
given in their favor or in which they are acquitted. Foster a culture which enables the company to
Indemnification is also permitted where the court respond to new developments.
116 | MJL Bangladesh Limited
5. Ensure that processes and systems are in place to and the financial projection i.e., where the company
enable the CEO to keep the Board fully informed will be. Therefore CFO plays a very important role as
on all material undertakings and activities of he controls the reflection of performance, which is
the Company and any material external factors reported to different authorities and the organization
emanating from industry, financial markets, is assessed by them, and he must perform his job with
governments and regulators. professional competency and integrity, so that the
financial statements give credible information to its
6. Ensure effective disclosure policy, internal controls
users. The corporate governance code provides the
and risk management systems are in place.
regulations and opportunity to do this.
7. Manage and oversee the required disclosure and
CFO is required to furnish necessary and classified
other communications between the Company,
information to the Board of Directors along with his
shareholders, stakeholders and the public.
analysis and suggestions. As CFO attends the board
8. Act as the principal spokesperson for the meetings, any issue with financial implications is being
Company for the financial and investment discussed, the person likely to be most in command
community and shareholders. of these implication is on the spot and immediately
available for questions.
9. Ensure effective communications and appropriate
relationships are maintained with all stakeholders, In order to strengthen and formalize corporate
including shareholders, the Board, management, decision-making process, significant issues
employees, customers, suppliers, regulators and are required to be placed for the information,
public bodies. consideration and decision of the boards of directors
by the CFO. These are:
10. Development and succession to provide the
continuity of leadership required by the Company 1. Annual business plans, cash flow projection,
in future. forecasts and long term plans.
11. Create a positive work climate that is conducive 2. Budgets include capital, manpower and overhead
to attract, retain and motivate top-quality budgets along with variance analysis.
employees at all levels and foster a culture
3. Quarterly operating results of the company as a
of personal accountability in balance with an
whole and in terms of its operating divisions or
acceptance of the importance of teamwork.
business segments.
12. Together with the management team, identify
strategic opportunities for the company, 4. Details of joint ventures or collaboration
including strategic collaboration, alliances, agreements or agreements with distributors,
mergers, acquisitions and dispositions and agents, etc.
pursue and negotiate the same. Besides, the
5. Default in payment of principal and/or interest,
CEO may/shall assume any other responsibility
including penalties on late payments and other
if the Board assigns within the purview of the
dues, to a creditor, bank or financial institution, or
Rules, Regulations, Acts and Articles of the Bank.
default in payment of public deposit.
Chief Financial Officer
6. Failure to recover material amounts of loans,
CFO of the company has to be a graduate from advances, and deposits made by the company,
a recognized university or equivalent, having at including trade debts and inter-corporate finances.
least 5 years experiences in handling financial and
7. Significant public or product liability claims likely
corporate affairs of a listed company and member
to be made against the company, including any
of recognized body of professional accountants.
adverse judgment or order made on the conduct
CFO is responsible to prepare financial statements,
of the company.
budgets, operational reporting and interpreting,
evaluating operating results, establishing internal Responsibilities towards shareholders
control procedures to safe-guard company’s assets.
CFO presents the financial position relating to the CFO is required to provide all the necessary data to be
period which has been over, and the period which presented in the Director’s Report. For this purpose
has to come that is the financial position attained CFO must ensure the following:
Annual Report 2020-21 | 117
•• The financial statement, prepared by the 1. The main responsibilities of the Head of internal
management of company, present fairly its states Audit & Control is to carry out an independent
of affairs, the results of its operation, cash flows appraisal of the effectiveness of the policies,
and changes in equities. procedures and standards by which the
Company’s financial, physical and information
•• Proper books of accounts of the company have resources are managed. Ensure an independent
been maintained. audit mechanism to monitor the effectiveness
of the organizational and procedural controls.
•• Appropriate accounting policies have been
Examine and evaluate the financial system of the
consistently applied in preparation in financial
Company to ensure that it is being run efficiently
statements and accounting estimates are based and economically.
on reasonable and prudent judgment.
2. Examine and evaluate the adequacy and
•• International accounting standards, as applicable effectiveness of the organization’s governance,
in Bangladesh, have been followed in preparation risk management process, system of internal
of financial statements and any departure there control structure and the quality of performance
from has been adequately disclosed. to achieve the company goals and objectives.
•• The system of internal control is sound in design 3. Reviewing the reliability and integrity of financial
and has been effectively implemented and and operating information and the means
monitored. to identify measure, classify and report such
information.
•• There are no significant doubts upon the
company’s ability to continue as going concern. 4. Review the systems established to ensure
compliance with those policies, plans, procedures,
•• There has been no material departure from laws and regulations which could have a
the best practice of corporate governance as significant impact on operations and reports and
detailed in the listing regulations. whether the company is in compliance.
Internal and external reporting 5. Review specific operations at the request of
the Audit Committee or management, as
CFO has extensive responsibilities for internal and
appropriate.
external reporting. All the information required for
decision-making by the Board of Directors, Managing 6. Monitor and evaluate the effectiveness of the
Director and Chief Executive Officer is processed organization’s risk management system.
and furnished by the CFO. Apart from this, external
reporting requirement is fulfilled by CFO, the accounts 7. Reviewing the quality of performance of external
and financial statements are signed by the CFO before auditors and the degree of coordination with
they are sent to concerned authorities. internal audit.
Head of Internal Audit & Control 8. Review the internal control statement by the
senior management used by the external auditor
Head of Internal Audit & Control must be professionally for audit planning.
qualified and suitably experienced and member of
9. Prepare the audit plan on annual basis to cover
recognized body of professional accountants. Head of
all key functions based on risk rating subject
Internal Audit & Control is widely responsible to examine
to approval by Audit Committee. Leading the
and evaluate Company’s financial and internal control
comprehensive and risk based teams to perform
systems, management procedures to ensure that records
audit checks across different sections and
are accurate and controls are adequate to protect
conduct physical audit based on the audit plan.
against fraud and waste. He plays an important role to
Prepare reports through compilation of findings
appraise company operations, evaluating its efficiency,
and recommendations thereon and advising
effectiveness, and compliance with corporate policies
management of appropriate remedial action.
and procedures, laws, and government regulations. He
is also responsible to submit reports to management 10.
Responsible for monitoring/reviews and
on how well accounting policies are working and where surveillance, identifying the corrective course
changes should be made. of action to management. The significant
118 | MJL Bangladesh Limited
deficiencies identified by the audit team should 3. Is responsible for ensuring that appropriate Board
be reported to the board on a periodic basis. procedures are followed and advises the Board
The Audit Committee of the board should be the on Corporate Governance matters.
cell to whom such report should be forwarded
for review. Contribute to the overall work of Company Secretary acts as the Disclosure Officer
of the Company and monitors the compliance of
the Internal Audit department with respect to
the Acts, rules, regulations, notifications, guidelines,
implementation of policies and procedures.
orders/directives, etc. issued by BSEC or Stock
11. The deficiencies identified during the audits Exchange(s) applicable to the conduct of the business
should be notified to the appropriate level and activities of the Company so as to protect the interests
significant audit findings should be reported to of the investors and other stakeholders.
the Managing Director level. At the end of the
1. Support the chairperson in the smooth
year there should be a summary report on the
functioning of the Board. Receive agenda items
audit findings and corrective actions taken which
from other Directors/staff and ensure appropriate
should be forwarded to the Audit Committee of
agenda items are tabled at Board meetings. This
the board and the Managing Director.
is done in consultation with the Chief Executive
12. Monitoring and evaluating the effectiveness of and the Chair who is responsible for preparing
the organization’s risk management system. Board meeting agendas.
13. Reviewing the quality of performance of external 2. The company secretary is closely involved in
preparing the schedule of board and committee
auditors and the degree of coordination with
meetings for the year. The company secretary
internal audit.
prepares the agendas for these meetings in
Assumes any other responsibilities when deemed conjunction with the chairperson and key
necessary and/or advised by the competent authority. executives. The company secretary should ensure
Also accountable for adherence to Company policies that information is dispatched timorously to all
and procedures. directors to enable them to prepare adequately
for these meetings. The company secretary takes
Company Secretary the minutes of these meetings and should ensure
that they are distributed as soon as possible
The Company Secretary is responsible for ensuring thereafter to aid directors in implementing the
the compliance of the company in relation to decisions. He/ She confirms that Annual General
financial and legal practices, as well as issues of Meetings (AGMs) and Extraordinary General
corporate governance. He/She acts as a point of Meetings (EGMs) are run effectively .This includes
communication between the management, board checking that a quorum is present. Also make
of directors, company shareholders, reporting in a sure that agendas and minutes of AGMs and
timely and accurate manner on company procedures EGMs are circulated timely.
and developments. The appointment of the company
secretary is a matter for the board approval as a whole 3. The company secretary must ensure that the
and his/her removal is also a decision of the board. directors and management operate within an
authority framework approved by the board and
The Company Secretary is responsible for: reviewed and updated from time to time.
1. Performs as the bridge between the Board, 4. Maintain strict confidentially of information,
Management and Shareholders on strategic and manage situations like conflict of interest,
statutory decisions and directions. identify problems and implement or recommend
solutions.
2. Acts as a quality assurance representative in all
information streams towards the Shareholders/ 5. Maintain liaison with various corporate bodies
Board. Chambers/other bodies, Regulators.
Annual Report 2020-21 | 119
5. Provision with regard to dividend distribution a) The total amount to be drawn from such
accumulated profits shall first be utilized to set
5.1 Tax: Applicable tax laws and rule of Bangladesh will off the current year’s loss of the Company as per
be applicable at the time of dividend distribution. Audited Financial Statements of the Company and
remaining amount, if any, can then be distributed to
5.2 Transfer to the reserves: The Company may at the
time of declaration of any dividend in any financial the Shareholders.
year transfer such percentage of its profit for that
b) But in any case, the dividend amount should not be
financial year, as it may consider appropriate, to the
more than the last year’s declared dividend amount.
reserve fund of the Company in accordance with
The balance if any will be kept as reserve.
the relevant provisions of the Act.
c) This above provision can also be over ridden by the
6. Utilization of profit and retained earnings
Directors for some specific reason(s) beneficial to
Subject to the provisions of the applicable laws, the the Company.
Company may declare dividend out of profits of the
9. Disclosures
Company for the year or out of the profit of previous
year or out of free reserves available for distribution This Dividend Distribution Policy shall be published on
of dividend. the Company’s website & a web-link thereto shall be
provided in the Annual Report.
6.1 Amount of dividend: The Company shall endeavor
to maintain a reasonable dividend payout ratio 10. Modification of the policy
subject to: a) Capital needs of the Company; b)
positive operating cash flows; and c) other financial 10.1 This Policy will be revised/amended in accordance
parameters enumerated herein above. with the guidelines issued by Bangladesh Securities
and Exchange Commission or such other regulatory
Board of directors recommend dividend and
authority as may be authorized, from time to time,
shareholders of the company approve it in AGM,
on the subject matter.
but no dividend shall be exceeded the amount
recommended by the Board. 10.2 The Company reserves its right to alter, modify, add,
delete or amend any of the provisions of this Policy.
7. Circumstances under which shareholders
may or may not expect dividend 11. Disclaimer
The shareholders of the Company may not expect This Policy has been prepared to comply with the
dividend in case of Inadequacy of profits or if the requirements of directives of Bangladesh Security
Company incurs losses. and Exchange Commission. This Policy does not
constitute a commitment regarding the future
8. Declaration of dividend in case of
dividends of the Company, but only represents a
inadequacy or absence of profits in any
general guidance regarding dividend policy. The
financial year
statement of the Policy does not in any way restrict
Subject to the relevant provisions of the Act , in the the right of the Board to use its discretion in the
event of inadequacy or absence of profits in any recommendation of the dividend to be distributed
year, the Company may declare dividend out of free in the year and the Board reserves the right to
reserves subject to the fulfillment of the following depart from the policy as and when circumstances
conditions, namely:- so warranted.
Annual Report 2020-21 | 121
Summarized Statement Of
Unpaid Or Unclaimed Dividend
The statement has been prepared and disclosed in compliance with clause 3 (vii) of the Bangladesh Securities
and Exchange Commission (BSEC) Directive No. BSEC/CMRRCD/2021-386/03 dated 14 January 2021.
Dividend of various years remained unpaid or unclaimed due to the presence of stale BO accounts, missing or
old delivery address or bank accounts, issues dividend warrants are yet to be deposited, etc.
The following tables show the aggregate position of cash and stock dividend remained unpaid or unclaimed in a
summarized manner.
Cash dividend
In Tk
Payment made
Sl. Year 30 June 2021 30 June 2020
during the year
1 Dividend Payable-Equity Share up to 2010 5,238,374.67 5,271,449.67 33,075.00
2 Dividend Payable-Equity Share-2011 4,293,043.17 4,426,080.64 133,037.47
3 Dividend Payable - 2012 4,721,963.91 4,850,110.66 128,146.75
4 Dividend Payable - 2013 4,857,749.00 4,986,678.50 128,929.50
5 Dividend Payable - 2014 3,472,959.50 3,495,834.68 22,875.18
6 Dividend Payable - 2015 8,605,774.62 9,167,412.14 561,637.52
7 Dividend Payable - 2016-17 4,581,888.54 4,948,396.85 366,508.31
8 Dividend Payable - 2017-18 4,860,055.80 5,191,115.89 331,060.09
9 Dividend Payable - 2018-19 6,307,203.30 7,304,632.44 997,429.14
10 Dividend Payable - 2019-20 7,741,674.08 - 1,417,642,447.92
Total 54,680,686.59 49,641,711.47
Separate bank accounts have been maintained for the above-mentioned years and the unpaid or unclaimed
dividends are being paid against the claim of shareholder.
As per BSEC Notification BSEC/CMRRCD/2021-386/103 dated 14 January 2021, we have transferred unclaimed
dividend and share money deposit amounting to Tk 45,546,592.37 for the period of 2010-2017 to the bank A/C
of Investment Corporation of Bangladesh (ICB).
Stock dividend
In Units
Payment made
Sl. Year 30 June 2021 30 June 2020
during the year
1 Bonus 2010 (Including IPO Closure) 9,815 9,815 0
2 Bonus 2011 4,786 4,786 0
3 Bonus 2014 2,178 2,178 0
4 Bonus 2015-16 2,861 2,861 0
5 Bonus 2017-18 353 353 0
Total 19,993 19,993
Suspense BO account has been maintained for the above-mentioned years and BO account is held under Block
Module as per Direction.
Committees
1. Board Committees
Chairman Members
N K A Mobin, FCA ,FCS ,CFC Md. Aminur Rahman
Member Secretary Tanjil Chowdhury
Md. Rokibul Kabir G.M. Khurshid Alam
Chairman Members
G.M. Khurshid Alam Tanjil Chowdhury
Abdul-Muyeed Chowdhury
Member Secretary
Md. Rokibul Kabir
Chairman Members
Md. Aminur Rahman Tanjil Chowdhury
Md. Gias Uddin Ansary
Member Secretary
Md. Rokibul Kabir
2. Management Committees
Chairman Members
Azam J Chowdhury M Mukul Hossain
Eng. Salah Uddin Ahmed
Member Secretary Engr. Md. Shahin Alom
Md. Akramul Hoque
Syed Muhammad Rahmatul Mujeeb, FCA
Nagma Mahmood
Shafquat Mahmud Fahmi
Mohammad Hamidul Islam
Md. Ahsan Kabir
Annual Report 2020-21 | 123
Chairman Members
Azam J Chowdhury Eng. Salah Uddin Ahmed
Vice Chairman Mohammad Hamidul Islam
M Mukul Hossain Mohammad Monirul Islam
Member Secretary
Md. Akramul Hoque
Chairman Members
M Mukul Hossain Mohammad Hamidul Islam
Syed Muhammad Rahmatul Mujeeb, FCA
Chairman Members
Syed Muhammad Rahmatul Mujeeb, FCA Shafquat Mahmud Fahmi
Mohammad Hamidul Islam
Member Secretary Mohammad Monirul Islam
Md. Bani Amin, FCA, ACMA (UK), CGMA
Md. Akramul Hoque
S.M. Zeeshan Saad, ACA (England & Wales)
Advanced economies have achieved broad availability of vaccines, with hesitancy being the
main constraint on further gains and not supply-side issues. About 58% of the population in
advanced economies has been fully vaccinated. By contrast, the rest of the world has starkly
lower pools of population that are fully vaccinated, at about 36% in emerging market economies
and less than 5% in low-income developing countries. In these economies, vaccine supply and
distribution remain the primary constraints.
The WEO forecast presupposes that some emerging market economies will join advanced
economies in gaining broad vaccine access through 2021. Most countries are assumed to
acquire broad access by the end of 2022 and some only in 2023.
However, it is likely that vaccinations alone will not be able to completely stamp out the virus transmission, even
though it remains effective against the most adverse health effects of the pandemic. Yet, outlooks are tempered by
the possibility of renewed outbreaks, particularly before vaccines become more widely available.
Annual Report 2020-21 | 125
Amid the pandemic in the first half of 2021, the Growth opportunities and outlook
automobile and transportation, and various other
Bangladesh’s lubricants market is projected to register
industrial sectors were affected significantly on
a CAGR of about 2% during 2021-26, higher than
account of the second wave of the virus that rendered
the world average of about 0.3% CAGR between
a return of closures and shutdowns, hampering
2019-23, as per a Kline study. This not only reflects
demand, which had somewhat picked up pace
the intrinsic potential of the lube oil industry, but also
after the unlocking of the economy post the first
showcases the fact that the industry is an intrinsic part
shutdown. For instance, the country’s automobile
of the national economy and closely related to it, as
industry witnessed uncertainty in FY2020-21 and has
lube oils are used across a wide range of applications
registered a decline in sales during the year.
in a diverse range of sectors, including railways, power
The estimated annual growth rate of Bangladesh’s plants, automobiles and transportation, marine,
lubricant industry in the pre-Covid era is pegged at aviation, process and manufacturing plants and most
3%-3.5%. Around 95% of total lube oil consumption is other industrial facilities. Besides, the government’s
with the automotive and industrial sectors. Estimated industrial policy is not only anchored on augmenting
sector-wise annual lubricant consumption is: rapid industrial growth and economic development,
such as the ready-made garments, pharmaceuticals,
leather, jute, furniture and ceramic industries, but also
in fueling the shift towards high-tech industries from
light engineering sectors.
65
per cent
30
per cent
5
per cent
The prospects of the lubricant industry are directly
correlated with the economic growth of the country.
With GDP growth expected to recover and regain
for the for the for marine momentum, lube oil demand is also expected to rise
automotive industrial and other commensurately in the country.
sector sector sectors
Moreover, per capita income growth, rising
Within the automotive sector, private and commercial industrialisation, industrial machinery sophistication
vehicle lubricants account for more than 75% of the and governmental thrust on infrastructure
lubricants market in the country, while the rest can development are some of the underlying factors
be attributed to the industrial sector. The demand for that will sustainably drive lube oil demand over the
industrial lubricant is mainly dominated by the energy foreseeable future.
Annual Report 2020-21 | 127
Particularly, the government is focusing on rapid in Bangladesh. However, up to May 2021, BRTA data
infrastructure development. Fast-track completion of shows there were 4,729,393 registered vehicles in the
mega projects, including the mighty Padma bridge, country. Among them, 544,616 were passenger cars.
metro rail, special economic zones (SEZs), Rooppur
nuclear power plant, Rampal power plant, Matarbari Furthermore, one of the other major factors attributed
power plant, Padma bridge rail link, Payra sea port, to the growth of the lube oil sector is the steady shift
etc., will boost transportation facilities, as well drive in share from the unorganised to the organised sector,
demand for lube oils. especially accelerated by the pandemic, as customers
prefer brands that are trusted and have a strong
The automobile industry is one of the key growing
track-record. Furthermore, the share of transfer can
sectors of Bangladesh. Compared to the last decade,
also be assigned to the growing recognition of the
growth of the industry has gradually increased,
value of performance-driven branded lubricants,
reflecting socio-economic development and rise in
wide availability, distinctive packaging, high-quality
purchasing power of the middle and upper middle-
technical service and cost-effective propositions.
class of the country. According to BRTA (Bangladesh
Road Transport Authority), the number of passenger In the industrial segment, lubricant products, such as
car vehicles increased at a 5.43% CAGR from 2011-20.
hydraulic fluids, metal working fluids and industrial
Yet, compared to other Asian countries, passenger car
greases and gear oils, find application across multiple
penetration is still very low in Bangladesh. There are
industries, including construction, manufacturing,
only 2.5 car owners per 1,000 people, as compared
textiles, power generation, mining, food processing,
to 22 among 1,000 individuals in neighbouring India
light-heavy engineering, marine operations and metal
(2018). Higher tax rate on automobiles, inadequate
and narrow national highways, high traffic density and working. Unlike the automotive segment, these
high fuel prices are considered to be the key factors products are largely B2B (business-to-business) in
underlying the low car ownership in Bangladesh. nature. Demand for industrial lubricants depend on the
Further, due to the Covid-19 pandemic, sales of overall growth trends of the economy and industrial
automobiles declined to its lowest in 7 years. Yet, production, which is on the rise in Bangladesh.
the pandemic has also been a boon for the industry,
Notably, the government has been taking the initiative
as it has driven the demand for personal mobility.
Further, steady rise in purchasing power and higher to increase renewable energy infrastructure, including
affordability through lower interest rates on private wind energy. Green power generation is growing in
vehicle financing and dealership discounts are trends the country, with a consistent increase in installed
that will enhance car ownership in the country, going capacity. Subsequently, with the growth in green
forward. This mirrors the fact that motorised vehicles energy infrastructure, demand for industrial lubricants,
have increased significantly over the last two decades such as gear oils and grease, is expected to increase.
(2000-20). According to The Daily Star, there were In addition, with modernisation, agri mechanisation
only 303,215 registered motorised vehicles in 2003 has also been on the rise in Bangladesh.
Overview of Bangladesh’s lubricant industry Future growth drivers of the lube oil industry
Low per capita vehicle penetration Growing GDP and domestic consumption
Rising brand consciousness Growth in the automotive industry
Advancement of engine technology Resumption in vehicular movement post
Accelerated investments in infrastructure lockdown
1,543
2,147
value creation for our stakeholders.
2,837
Reporting and compliance of corporate During the period ended June 30, 2021, one meeting
governance code of the Nomination and Remuneration Committee
was held. The attendance of the members is shown in
The Company obtained a certificate of compliance page no. 133 of this annual report.
regarding corporate governance from Hussain Forhad
Going concern
and Co. Chartered Accountants. The certificate of
compliance and compliance report are shown in page The financial statements of the company have
no. 138 of this annual report. been prepared on a going concern basis, which
130 | MJL Bangladesh Limited
encompasses the realization of assets and the Consequent upon the changes, the Board of MJLBL
satisfaction of liabilities in the normal course of currently consists of eight members including two
business. The Board of Directors of MJLBL has Independent Directors. As per provisions of the
made an annual assessment about whether there Company Act 1994, one third of the total number
exists any material uncertainty which may cast of Directors is to retire by rotation every year.
significant doubt upon the company’s ability to Accordingly, two existing Directors of the company,
namely Mr. Tanjil Chowdhury and Mr. Mohammad
continue as a going concern and confirms the entity
Tamim will retire from the Board at the 23rd Annual
as a going concern.
General Meeting being eligible, offered themself for
Human resources re-election. Mr. Tanjil Chowdhury and Mohammad
Tamim will retire from the Board at the 23rd Annual
Details on human capital of the company are shown General Meeting and will be re-appointed at this
in page no. 68 of this annual report. Annual General Meeting subject to shareholders’
Directors’ profile approval.
As per corporate guidelines of Bangladesh Securities Therefore, the Board of Directors has proposed,
Exchange and Commissions (BSEC), the Independent Hussain Farhad & Co. Chartered Accountants to
director(s) shall be recommended by Nomination and appoint as compliance auditors (subject to approval
Remuneration Committee, appointed by the Board and of shareholder at the 23rd Annual General Meeting to
approved by the shareholders in the Annual General be held on December 15, 2021) up to the 24th Annual
Meeting. Nomination and Remuneration Committee General Meeting to be held in 2022.
of MJLBL recommended Mr. G.M. Khurshid Alam for Appointment of auditors
appointment to the board and accordingly he has
been appointed as Independent Director to the Board The auditors, Howladar Yunus & Co. Chartered
of MJLBL in its 114th Meeting held on April 28, 2021 Accountants, will retire at the conclusion of the
after obtaining necessary approval of BSEC in place of ensuing Annual General Meeting. As per Bangladesh
Mr. Ijaz Hossain (whose one tenure has been expired Securities and Exchange Commission notification
no. SEC/CMRRCD/2009-193/104/Admin dated
and resigned from the board) subject to shareholders’
July 27, 2011; every public listed company shall not
approval at this 23rd Annual General Meeting.
appoint any firm of Chartered Accountants as its
Directors’ election and re-appointment statutory auditors for a consecutive period exceeding
three years. Since Howladar Yunus & Co. Chartered
EC Securities Limited has withdrawn the nomination Accountants is eligible for re-appointment, they have
of Mr. Aminur Rahman from the Board of MJLBL and expressed their interest to perform the audit of the
nominated Dr. Mohammad Tamim in place of Mr. company’s financial statements for the year 2021-
Aminur Rahman. The Board of MJLBL in its meeting 2022. Therefore, the Board of Directors has proposed,
held on 11 November 2021 approved the withdrawal Howladar Yunus & Co. Chartered Accountants to
of Mr. Aminur Rahman and accepted the nomination appoint as statutory auditors (subject to approval of
of Mohammad Tamim to fill the casual vacancy until shareholder at the 23rd Annual General Meeting to
the 23rd Annual General meeting for shareholders’ be held on December 15, 2021) up to the 24th Annual
approval. General Meeting to be held in 2022.
Annual Report 2020-21 | 131
Annexure I
Pattern of shareholding on June 30, 2021 as required by the revised Corporate Governance Guidelines issued by BSEC:
ii) Shareholding status of Directors/CEO/CS/CFO/Head of Internal Audit and their spouses and minor children:
iii) Top-five salaried persons other than CEO, CFO, CS and HIA:
iv) Shareholders holding ten percent or more voting interest in the Company:
Annexure II
Board meeting and attendance during period ended June 30, 2021
Number of meetings
Meetings
Name of Directors held whilst a Board Remarks
Attended
member
Md. Anisur Rahman 8 8
Abdul-Muyeed Chowdhury 8 8
Md. Aminur Rahman 8 8
Azam J Chowdhury 8 8
Tanjil Chowdhury 8 8
Nomination withdrawn on
Dr. Ijaz Hossain 8 8
April 28, 2021
Md. Gias Uddin Ansary 8 8
N K A Mobin, FCA ,FCS ,CFC 8 8
G.M. Khurshid Alam - - Appointed on April 28, 2021
Audit Committee meeting and attendance during period ended June 30, 2021
Number of meetings
Meetings
Name of Directors held whilst a Board Remarks
Attended
member
Md. Aminur Rahman 5 5
Tanjil Chowdhury 5 5
Nomination withdrawn on
Dr. Ijaz Hossain 5 5
April 28, 2021
N K A Mobin, FCA ,FCS ,CFC 5 5
G.M. Khurshid Alam - - Appointed on April 28, 2021
Nomination and Remuneration Committee meeting and attendance during period ended June 30, 2021
Number of meetings
Meetings
Name of Directors held whilst a Board Remarks
Attended
member
Nomination withdrawn on
Dr Ijaz Hossain 1 1
April 28, 2021
Abdul-Muyeed Chowdhury 1 1
Tanjil Chowdhury 1 1
G.M. Khurshid Alam - - Appointed on April 28, 2021
134 | MJL Bangladesh Limited
In accordance with the requirements of Corporate Governance Code of BSEC, the Audit Committee of MJL
Bangladesh Limited appointed by the Board of Directors comprised of four members including two Independent
Directors. Following are the members of the Audit Committee:
Being one of the Independent Directors, Mr. N K A Mobin FCA, FCS, CFC is currently the Chairman of the Audit
Committee.
Mr. Mohammad Rokibul Kabir, Company Secretary is the member secretary of the audit committee.
•• Review the periodic financial reporting and other •• Recommend appointment, reappointment and
financial results, and upon getting satisfactory termination of external auditors to the Board.
review outcome recommend the same for Review the scope of work and evaluate the
submission to the Board for approval. works performed by external auditors.
Annual Report 2020-21 | 135
•• Review the effectiveness of internal audit •• Reviewed the quarterly accounts for the year
functions including performance, structure, ended September 30, 2020, December 31,
adequacy of resources and compliance with 2020, March 31, 2021 and recommended for
professional standards. Verify audit findings
submission to the Board for approval.
and material weaknesses and monitor timely
implementation of management action plans of •• Reviewed the draft audited accounts of the
the open audit issues.
company for the year ended June 30, 2021 and
•• Review the Management’s Discussion and recommended for submission to the Board for
Analysis before disclosing in the Annual Report. approval.
•• Review statement of all related party transactions •• Reviewed and approved the Annual Internal
submitted by the management.
Audit Plan Outlook for the year 2021.
•• Review Management Letters or Letter of Internal
•• Reviewed and recommended the Compliance
Control Weakness issued by statutory auditors.
report to be presented in each Board Audit
•• Carry out other tasks as mentioned in the Charter Committee meeting.
approved by the Board of Directors.
•• Reviewed and approved the MJLBL Financial
Committee Meetings
Reporting Audit report.
According to the requirement of approved charter,
committee needs to sit for at least four (04) meetings •• Reviewed and recommended action plans for all
in a year. Audit Committee may hold special meeting previous open audit issues.
as and when required. A total of five (05) meetings
were held for the period from July 2020 to June 2021. All meeting proceedings including the observations
The committee reviewed different issues related to and recommendations of the Audit Committee were
company’s risk management, internal control system, properly documented and reported to the Board of
accounting policies, principles and reporting process
Directors for information, approval and necessary
and periodic financial statements. Key officials as
action.
relevant to the matters discussed were present in the
meeting as mandated by the Committee.
•• Reviewed the audited accounts for the year N K A Mobin FCA, FCS, CFC
ended June 30, 2020 and recommended for Chairman
submission to the Board for approval. Board Audit Committee
136 | MJL Bangladesh Limited
1. Dr. Ijaz Hossain Independent Director Chairman Nomination withdrawn on April 28, 2021
2. Tanjil Chowdhury Non-Executive Director Member
3. Abdul-Muyeed Chowdhury Non-Executive Director Member
4. G. M. Khurshid Alam Independent Director Chairman Appointed on April 28, 2021
Md. Rokibul Kabir, Company Secretary is the member secretary of the NRC.
•• Formulating the criteria for evaluation of 5. Reviewed the policy regarding qualification to
performance of independent directors and the become directors and appointment of top level
Board. executive.
Subject: Declaration on Financial Statements for the year ended on June 30, 2021
Dear Sirs,
Pursuant to the condition No. l(5)(xxvi) imposed vide the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/
Admin/80 dated 03 June, 2018, under section 2CC of the Securities and Exchange Ordinance,1969, we do hereby
declare that:
1. The Financial Statements of MJL Bangladesh Limited for the year ended on June 30, 2021 have been prepared in
compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as
applicable in Bangladesh and any departure there from has been adequately disclosed;
2. The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in
order for the financial statements to reveal a true and fair view;
3. The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presented
in its financial statements;
4. To ensure above, the Company has taken proper and adequate care in installing a system of internal control and
maintenance of accounting records;
5. Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies
and procedures of the Company were consistently followed; and
6. The management’s use of the going concern basis of accounting in preparing the financial statements is appropriate
and there exists no material uncertainty related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.
In this regard, we also certify that: -
i. We have reviewed the financial statements for the year ended on June 30, 2021 and that to the best of our
knowledge and belief:
a) These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
b) These statements collectively present true and fair view of the Company’s affairs and are in compliance with existing
accounting standards and applicable laws.
ii. There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its members.
Sincerely yours,
We have examined the compliance status to the Corporate Governance Code by MJL Bangladesh Limited
(the “Company”) for the year ended on June 30, 2021. This Code relates to the Notification No. BSEC/
CMRRCD/2006-158/207/Admin/80 dated 03 June, 2018 of the Bangladesh Securities and Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was
limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to
the conditions of the Corporate Governance Code.
This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate
Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by the
Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any
condition of this Corporate Governance Code.
We state that we have obtained all the information and explanations, which we have required, and after due
scrutiny and verification thereof, we report that, in our opinion:
a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above
mentioned Corporate Governance Code issued by the Commission;
b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted
by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;
c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the
securities laws and other relevant laws; and
Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/
CMRRCD/2006-158/207/Admin/80, dated 3 June 2018 issued under section 2CC of the Securities and Exchange
Ordinance, 1969:
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
1. BOARD OF DIRECTORS
1.1 Board's Size The number of the Board members of the √ The Board of
company shall not be less than 5 (five) and MJL Bangladesh
more than 20 (twenty). Ltd. consists of
08 Directors
1.2 Independent (a) At least one fifth (1/5) of the total number √ There are two
Directors of Directors in the company’s Board shall Independent
be Independent Directors. Directors in MJL
Bangladesh Ltd.
Board namely:
N K A Mobin,
FCA and
G.M. Khurshid
Alam
(b) For the purpose of this clause ``Independent Director” means a director-
(i) who either does not hold any share in the √ -
company or holds less than one percent
(1%) shares of the total paid-up shares of
the company
(ii) who is not a sponsor of the company or √ -
is not connected with the company’s any
sponsor or director or nominated director
or shareholder of the company or any of
its associates, sister concerns, subsidiaries
and parents or holding entities who holds
one percent (1%) or more shares of the
total paid-up shares of the company on the
basis of family relationship and his or her
family members also shall not hold above
mentioned shares in the company: Provided
that spouse, son, daughter, father, mother,
brother, sister, son-in-law and daughter-in-
law shall be considered as family member
(iii) who has not been an executive of the √ -
company in immediately preceding 2
(two) financial years
(iv) who does not have any other relationship, √ -
whether pecuniary or otherwise, with the
company or its subsidiary or associated
companies
140 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(v) who is not a member or TREC (Trading √ -
Right Entitlement Certificate) holder,
director or officer of any stock exchange
(vi) who is not a shareholder, director √ -
excepting independent director or officer
of any member or TREC holder of stock
exchange or an intermediary of the capital
market
(vii) who is not a partner or an executive or was √ -
not a partner or an executive during the
preceding 3 (three) years of the concerned
company’s statutory audit firm or audit firm
engaged in internal audit services or audit
firm conducting special audit or professional
certifying compliance of this Code
(viii) who is not independent director in more √ -
than 5 (five) listed companies
(ix) who has not been convicted by a court √ -
of competent jurisdiction as a defaulter in
payment of any loan or any advance to a
bank or a Non-Bank Financial Institution
(NBFI)
(x) who has not been convicted for a criminal √ -
offence involving moral turpitude
(c) The independent director(s) shall be √ -
appointed by the Board and approved by
the shareholders in the Annual General
Meeting (AGM)
(d) The post of independent director(s) √ -
cannot remain vacant for more than 90
(ninety) days
(e) The tenure of office of an independent √ -
director shall be for a period of 3
(three) years, which may be extended
for 1 (one) tenure only: Provided that
a former independent director may
be considered for reappointment for
another tenure after a time gap of one
tenure, i.e., three years from his or her
completion of consecutive two tenures
[i.e. six years]: Provided further that
the independent director shall not be
subject to retirement by rotation as per
the Companies Act, 1994.
Annual Report 2020-21 | 141
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
1.3 Qualification (a) Independent director shall be a √ -
of Independent knowledgeable individual with integrity
Directors who is able to ensure compliance with
financial laws, regulatory requirements
and corporate laws and can make
meaningful contribution to the business
(b) Independent director shall have following qualifications:
(i) Business Leader who is or was a √ -
promoter or director of an unlisted
company having minimum paid-up
capital of Tk. 100.00 million or any listed
company or a member of any national or
international chamber of commerce or
business association; or
(ii) Corporate Leader who is or was a top √ -
level executive not lower than Chief
Executive Officer or Managing Director
or Deputy Managing Director or Chief
Financial Officer or Head of Finance
or Accounts or Company Secretary or
Head of Internal Audit and Compliance
or Head of Legal Service or a candidate
with equivalent position of an unlisted
company having minimum paid-up
capital of Tk. 100.00 million or of a listed
company; or
(iii) Former official of government or statutory √ -
or autonomous or regulatory body in
the position not below 5th Grade of
the national pay scale, who has at least
educational background of bachelor
degree in economics or commerce or
business or Law; or
(iv) University Teacher who has educational Not Applicable
background in Economics or Commerce
or Business Studies or Law; or
(v) Professional who is or was an advocate √ -
practicing at least in the High Court
Division of Bangladesh Supreme Court
or a Chartered Accountant or Cost and
Management Accountant or Chartered
Financial Analyst or Chartered Certified
Accountant or Certified Public Accountant
or Chartered Management Accountant
or Chartered Secretary or equivalent
qualification;
142 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(c) The independent director shall have at √ -
least 10 (ten) years of experiences in any
field mentioned in clause (b)
(d) In special cases, the above qualifications Not Applicable
or experiences may be relaxed subject to
prior approval of the Commission
1.4 Duality of (a) The positions of the Chairperson of the √ Chairman- Md.
Chairperson Board and the Managing Director (MD) Anisur Rahman
of the Board and/or Chief Executive Officer (CEO) of
Managing
of Directors the company shall be filled by different Director- Azam J
and Managing individuals Chowdhury
Director or
Head of Finance
Chief Executive
& Planning-Syed
Officer Muhammad
Rahmatul
Mujeeb, FCA
CEO-M Mukul
Hossain
(b) The Managing Director (MD) and/or √ -
Chief Executive Officer (CEO) of a listed
company shall not hold the same position
in another listed company
(c) The Chairperson of the Board shall be √ -
elected from among the non-executive
directors of the company
(d) The Board shall clearly define respective √ -
roles and responsibilities of the
Chairperson and the Managing Director
and/or Chief Executive Officer
(e) In the absence of the Chairperson of the √ -
Board, the remaining members may elect
one of themselves from nonexecutive
directors as Chairperson for that particular
Board’s meeting; the reason of absence
of the regular Chairperson shall be duly
recorded in the minute
1.5 The Directors’ The Board of the company shall include
Report to the following additional statements or
Shareholders disclosures in the Directors’ Report prepared
under section 184 of the Companies Act,
1994 (Act No. XVIII of 1994):
(i) An industry outlook and possible future √ -
developments in the industry
(ii) The segment-wise or product-wise √ -
performance
Annual Report 2020-21 | 143
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(iii) Risks and concerns including internal and √ -
external risk factors, threat to sustainability
and negative impact on environment, if
any
(iv) A discussion on Cost of Goods sold, √ -
Gross Profit Margin and Net Profit Margin,
where applicable
(v) A discussion on continuity of any √ -
extraordinary activities and their
implications (gain or loss)
(vi) A detailed discussion on related party √ -
transactions along with a statement
showing amount, nature of related
party, nature of transactions and basis
of transactions of all related party
transactions
(vii) A statement of utilization of proceeds Not Applicable
raised through public issues, rights issues as no such event
and/or any other instruments has occurred
(viii) An explanation if the financial results Not Applicable
deteriorate after the company goes for as no such event
Initial Public Offering (IPO), Repeat Public has occurred
Offering (RPO), Rights Share Offer, Direct
Listing, etc.
(ix) An explanation on any significant variance Not Applicable
that occurs between Quarterly Financial as no such event
performances and Annual Financial has occurred
Statements
(x) A statement of remuneration paid to the √ -
directors including independent directors
(xi) A statement that the financial statements √ -
prepared by the management of the
issuer company present fairly its state of
affairs, the result of its operations, cash
flows and changes in equity
(xii) A statement that proper books of √ -
account of the issuer company have been
maintained
(xiii) A statement that appropriate accounting √ -
policies have been consistently applied in
preparation of the financial statements
and that the accounting estimates
are based on reasonable and prudent
judgment
144 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(xiv) A statement that International Accounting √ -
Standards (IAS) or International Financial
Reporting Standards (IFRS), as applicable
in Bangladesh, have been followed in
preparation of the financial statements
and any departure there from has been
adequately disclosed
(xv) A statement that the system of internal √ -
control is sound in design and has been
effectively implemented and monitored
(xvi) A statement that minority shareholders √ -
have been protected from abusive
actions by, or in the interest of, controlling
shareholders acting either directly or
indirectly and have effective means of
redress
(xvii) A statement that there is no significant √ -
doubt upon the issuer company’s ability to
continue as a going concern, if the issuer
company is not considered to be a going
concern, the fact along with reasons there
of shall be disclosed
(xviii) An explanation that significant deviations Not Applicable
from the last year’s operating results of as no such event
the issuer company shall be highlighted has occurred
and the reasons thereof shall be explained
(xix) A statement where key operating and √ -
financial data of at least preceding 5 (five)
years shall be summarized
(xx) An explanation on the reasons if the issuer Not Applicable
company has not declared dividend (cash as no such event
or stock) for the year has occurred
(xxi) Board’s statement to the effect that no √ -
bonus share or stock dividend has been or
shall be declared as interim dividend
(xxii) The total number of Board meetings held √ -
during the year and attendance by each
director
(xxiii) A report on the pattern of shareholding
disclosing the aggregate number of
shares (along with name-wise details
where stated below) held by:
(a) Parent or Subsidiary or Associated √ -
Companies and other related parties
(name-wise details)
Annual Report 2020-21 | 145
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(b) Directors, Chief Executive Officer, √ -
Company Secretary, Chief Financial
Officer, Head of Internal Audit and
Compliance and their spouses and minor
children (name-wise details)
(c) Executives Not Applicable
(d) Shareholders holding ten percent (10%) √ -
or more voting interest in the company
(name-wise details)
(xxiv) In case of the appointment or
reappointment of a director, a disclosure
on the following information to the
shareholders:
(a) a brief resume of the directors √ -
(b) nature of his or her expertise in specific √ -
functional areas
(c) names of companies in which the person √ -
also holds the directorship and the
membership of committees of the Board
(xxv) A Management’s Discussion and Analysis
signed by CEO or MD presenting detailed
analysis of the company’s position and
operations along with a brief discussion
of changes in the financial statements,
among others, focusing on
(a) accounting policies and estimation for √ -
preparation of financial statements
(b) changes in accounting policies and √ -
estimation, if any, clearly describing the
effect on financial performance or results
and financial position as well as cash flows
in absolute figure for such changes
(c) comparative analysis (including effects √ -
of inflation) of financial performance or
results and financial position as well as
cash flows for current financial year with
immediate preceding five years explaining
reasons thereof;
(d) compare such financial performance or √ -
results and financial position as well as
cash flows with the peer industry scenario
(e) briefly explain the financial and economic √ -
scenario of the country and the globe
(f) risks and concerns issues related to the √ -
financial statements, explaining such risk and
concerns mitigation plan of the company
146 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(g) future plan or projection or forecast for √ -
company’s operation, performance and
financial position, with justification thereof,
i.e., actual position shall be explained to
the shareholders in the next AGM
(xxvi) Declaration or certification by the CEO √ -
and the CFO to the Board as required
under condition No. 3(3) shall be
disclosed as per Annexure-A
(xxvii) The report as well as certificate regarding √ -
compliance of conditions of this Code
as required under condition No. 9 shall
be disclosed as per Annexure-B and
Annexure-C
1.6 Meetings of The company shall conduct its Board √ -
the Board of meetings and record the minutes of the
Directors meetings as well as keep required books
and records in line with the provisions
of the relevant Bangladesh Secretarial
Standards (BSS) as adopted by the Institute
of Chartered Secretaries of Bangladesh
(ICSB) in so far as those standards are not
inconsistent with any condition of this Code
1.7 Code of (a) The Board shall lay down a code of √ -
Conduct for the conduct, based on the recommendation
Chairperson, of the Nomination and Remuneration
other Board Committee (NRC) at condition No. 6, for
Members and the Chairperson of the Board, other board
Chief Executive members and Chief Executive Officer of
Officer the company
(b) The code of conduct as determined √ -
by the NRC shall be posted on the
website of the company including,
among others, prudent conduct and
behavior; confidentiality; conflict of
interest; compliance with laws, rules
and regulations; prohibition of insider
trading; relationship with environment,
employees, customers and suppliers; and
independency
2.00 Governance of Board of Directors of Subsidiary Company
(a) Provisions relating to the composition of √ -
the Board of the holding company shall be
made applicable to the composition of the
Board of the subsidiary company
Annual Report 2020-21 | 147
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(b) At least 1 (one) independent director on √ -
the Board of the holding company shall be
a director on the Board of the subsidiary
company
(c) The minutes of the Board meeting of the √ -
subsidiary company shall be placed for
review at the following Board meeting of
the holding company
(d) The minutes of the respective Board √ -
meeting of the holding company shall
state that they have reviewed the affairs of
the subsidiary company also
(e) The Audit Committee of the holding √ -
company shall also review the financial
statements, in particular the investments
made by the subsidiary company
3.00 Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal
Audit and Compliance (HIAC) and Company Secretary (CS)
3.1 Appointment (a) The Board shall appoint a Managing √ Managing
Director (MD) or Chief Executive Officer Director-
(CEO), a Company Secretary (CS), a Chief Mr. Azam J
Chowdhury
Financial Officer (CFO) and a Head of
Internal Audit and Compliance (HIAC) Head of Finance
& Planning-Syed
Muhammad
Rahmatul
Mujeeb, FCA
CEO-M Mukul
Hossain
HIAC-S.M
Zeeshan Saad
(ACA)
Company
Secretary-Md.
Rokibul Kabir
(b) The positions of the Managing Director √ -
(MD) or Chief Executive Officer (CEO),
Company Secretary (CS), Chief Financial
Officer (CFO) and Head of Internal Audit
and Compliance (HIAC) shall be filled by
different individuals
(c) The MD or CEO, CS, CFO and HIAC √ -
of a listed company shall not hold any
executive position in any other company
at the same time
148 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(d) The Board shall clearly define respective √ -
roles, responsibilities and duties of the
CFO, the HIAC and the CS;
(e) The MD or CEO, CS, CFO and HIAC √ -
shall not be removed from their position
without approval of the Board as well
as immediate dissemination to the
Commission and stock exchange(s).
3.2 Requirement to The MD or CEO, CS, CFO and HIAC of the √ -
attend Board company shall attend the meetings of the
of Directors’ Board:
Meetings
Provided that the CS, CFO and/or the HIAC
shall not attend such part of a meeting of
the Board which involves consideration of
an agenda item relating to their personal
matters.
3.3 Duties of (a) The MD or CEO and CFO shall certify
Managing to the Board that they have reviewed
Director financial statements for the year and that
(MD) or Chief
to the best of their knowledge and belief:
Executive
Officer (CEO)
and Chief
Financial Officer
(CFO)
(i) these statements do not contain any √ -
materially untrue statement or omit any
material fact or contain statements that
might be misleading;
(ii) these statements together present a true √ -
and fair view of the company’s affairs and
are in compliance with existing accounting
standards and applicable laws;
(b) The MD or CEO and CFO shall also certify √ -
that there are, to the best of knowledge
and belief, no transactions entered into
by the company during the year which
are fraudulent, illegal or in violation of the
code of conduct for the company’s Board
or its members;
(c) The certification of the MD or CEO and √ -
CFO shall be disclosed in the Annual
Report.
Annual Report 2020-21 | 149
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
4.00 Board of Directors’ Committee
For ensuring good governance in the
company, the Board shall have at least
following sub-committees:
(i) Audit Committee; √ -
(ii) Nomination and Remuneration Committee √ -
5.00 Audit Committee
5.1 Responsibility (a) The company shall have an Audit √ Chairman: N K A
to the Board of Committee as a subcommittee of the Mobin, FCA
Directors. Board Members:
1. Md. Aminur
Rahman,
2. Tanjil
Chowdhury,
3. G. M.
Khurshid Alam
(b) The Audit Committee shall assist the √ -
Board in ensuring that the financial
statements reflect true and fair view of
the state of affairs of the company and in
ensuring a good monitoring system within
the business
(c) The Audit Committee shall be responsible √ -
to the Board; the duties of the Audit
Committee shall be clearly set forth in
writing
5.2 Constitution (a) The Audit Committee shall be composed √ -
of the Audit of at least 3 (three) members
Committee
(b) The Board shall appoint members of √ Independent
the Audit Committee who shall be Director-G.M.
non-executive directors of the company Khurshid Alam
excepting Chairperson of the Board and
shall include at least 1 (one) independent
director
(c) All members of the audit committee √ -
should be “financially literate” and at least
1 (one) member shall have accounting or
related financial management background
and 10 (ten) years of such experience
150 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(d) When the term of service of any √ In Practice
Committee member expires or there
is any circumstance causing any
Committee member to be unable to
hold office before expiration of the term
of service, thus making the number of
the Committee members to be lower
than the prescribed number of 3 (three)
persons, the Board shall appoint the
new Committee member to fill up the
vacancy immediately or not later than 1
(one) month from the date of vacancy
in the Committee to ensure continuity
of the performance of work of the Audit
Committee
(e) The company secretary shall act as the √ Company
secretary of the Committee; Secretary-Md.
Rokibul Kabir
(f) The quorum of the Audit Committee √ -
meeting shall not constitute without at
least 1 (one) independent director
5.3 Chairperson (a) The Board shall select 1 (one) member of √ Independent
of the Audit the Audit Committee to be Chairperson Director-N K A
Committee of the Audit Committee, who shall be an Mobin, FCA
independent director
(b) In the absence of the Chairperson of √ In Practice
the Audit Committee, the remaining
members may elect one of themselves as
Chairperson for that particular meeting,
in that case there shall be no problem of
constituting a quorum as required under
condition No. 5(4)(b) and the reason of
absence of the regular Chairperson shall
be duly recorded in the minutes
(c) Chairperson of the Audit Committee shall √ -
remain present in the Annual General
Meeting (AGM):
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
5.4 Meeting of (a) The Audit Committee shall conduct at √ -
the Audit least its four meetings in a financial year:
Committee
Provided that any emergency meeting in
addition to regular meeting may be convened
at the request of any one of the members of
the Committee;
(b) The quorum of the meeting of the √ -
Audit Committee shall be constituted
in presence of either two members or
two-third of the members of the Audit
Committee, whichever is higher, where
presence of an independent director is a
must.
5.5 Role of Audit The Audit Committee shall:
Committee
(a) Oversee the financial reporting process; √ -
(b) monitor choice of accounting policies and √ -
principles
(c) monitor Internal Audit and Compliance √ -
process to ensure that it is adequately
resourced, including approval of the
Internal Audit and Compliance Plan
and review of the Internal Audit and
Compliance Report
(d) oversee hiring and performance of √ -
external auditors
(e) hold meeting with the external or √ -
statutory auditors for review of the annual
financial statements before submission to
the Board for approval or adoption;
(f) review along with the management, √ -
the annual financial statements before
submission to the Board for approval
(g) review along with the management, √ -
the quarterly and half yearly financial
statements before submission to the
Board for approval;
(h) review the adequacy of internal audit √ -
function;
(i) review the Management’s Discussion and √ -
Analysis before disclosing in the Annual
Report;
(j) review statement of all related √ -
party transactions submitted by the
management
152 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(k) review Management Letters or Letter √ -
of Internal Control weakness issued by
statutory auditors;
(l) oversee the determination of audit fees √ -
based on scope and magnitude, level
of expertise deployed and time required
for effective audit and evaluate the
performance of external auditors
(m) oversee whether the proceeds raised √ In Practice
through Initial Public Offering (IPO) or
Repeat Public Offering (RPO) or Rights
Share Offer have been utilized as per
the purposes stated in relevant offer
document or prospectus approved
by the Commission: Provided that the
management shall disclose to the Audit
Committee about the uses or applications
of the proceeds by major category
(capital expenditure, sales and marketing
expenses, working capital, etc.), on a
quarterly basis, as a part of their quarterly
declaration of financial results: Provided
further that on an annual basis, the
company shall prepare a statement of the
proceeds utilized for the purposes other
than those stated in the offer document
or prospectus for publication in the
Annual Report along with the comments
of the Audit Committee.
5.6 Reporting of (a) Reporting to the Board of Directors
the Audit
Committee
(i) The Audit Committee shall report on its √ -
activities to the Board.
(ii) The Audit Committee shall immediately
report to the Board on the following
findings, if any:
(a) report on conflicts of interests; Not Applicable
as no such event
has occurred
(b) suspected or presumed fraud or Not Applicable
irregularity or material defect identified in as no such event
the internal audit and compliance process has occurred
or in the financial statements
Annual Report 2020-21 | 153
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(c) suspected infringement of laws, regulatory Not Applicable
compliances including securities related as no such event
laws, rules and regulations has occurred
(d) any other matter which the Audit Not Applicable
Committee deems necessary shall be as no such event
disclosed to the Board immediately; has occurred
(b) Reporting to the Authorities Not Applicable
as no such event
If the Audit Committee has reported to the has occurred
Board about anything which has material
impact on the financial condition and results
of operation and has discussed with the Board
and the management that any rectification is
necessary and if the Audit Committee finds
that such rectification has been unreasonably
ignored, the Audit Committee shall report such
finding to the Commission, upon reporting
of such matters to the Board for three times
or completion of a period of 6 (six) months
from the date of first reporting to the Board,
whichever is earlier.
5.7 Reporting Report on activities carried out by the Audit Not Applicable
to the Committee, including any report made to as no such event
Shareholders the Board under condition No. 5(6)(a)(ii) has occurred
and General above during the year, shall be signed by the
Investors Chairperson of the Audit Committee and
disclosed in the annual report of the issuer
company.
6.00 Nomination and Remuneration Committee (NRC)
6.1 Responsibility (a) The company shall have a Nomination √ Chairman:
to the Board of and Remuneration Committee (NRC) as a G.M. Khurshid
Directors sub-committee of the Board Alam
Member:
Tanjil Chowdhury
Abdul Muyeed
Chowdhury
Md.Rokibul
Kabir(Company
Secretary)
154 | MJL Bangladesh Limited
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(b) The NRC shall assist the Board in √ -
formulation of the nomination criteria
or policy for determining qualifications,
positive attributes, experiences and
independence of directors and top level
executive as well as a policy for formal
process of considering remuneration of
directors, top level executive;
(c) The Terms of Reference (ToR) of the NRC √ -
shall be clearly set forth in writing covering
the areas stated at the condition No. 6(5)
(b)
6.2 Constitution of (a) The Committee shall comprise of at least √ -
the NRC three members including an independent
director
(b) All members of the Committee shall be √ -
non-executive directors
(c) Members of the Committee shall be √ -
nominated and appointed by the Board
(d) The Board shall have authority to √ -
remove and appoint any member of the
Committee
(e) In case of death, resignation, √ In Practice
disqualification, or removal of any
member of the Committee or in any other
cases of vacancies, the board shall fill the
vacancy within 180 (one hundred eighty)
days of occurring such vacancy in the
Committee;
(f) The Chairperson of the Committee √ Do
may appoint or co-opt any external
expert and/or member(s) of staff to
the Committee as advisor who shall be
non-voting member, if the Chairperson
feels that advice or suggestion from such
external expert and/or member(s) of
staff shall be required or valuable for the
Committee
(g) The company secretary shall act as the √ -
secretary of the Committee
(h) The quorum of the NRC meeting shall not √ -
constitute without attendance of at least
an independent director
Annual Report 2020-21 | 155
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(i) No member of the NRC shall receive, √ -
either directly or indirectly, any
remuneration for any advisory or
consultancy role or otherwise, other than
Director’s fees or honorarium from the
company
6.3 Chairperson of (a) The Board shall select 1 (one) member √ -
the NRC of the NRC to be Chairperson of the
Committee, who shall be an independent
director
(b) In the absence of the Chairperson of the √ In Practice
NRC, the remaining members may elect
one of themselves as Chairperson for that
particular meeting, the reason of absence
of the regular Chairperson shall be duly
recorded in the minutes
(c) The Chairperson of the NRC shall attend √ -
the annual general meeting (AGM) to
answer the queries of the shareholders:
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
6.5 Role of the NRC (a) NRC shall be independent and √ -
responsible or accountable to the Board
and to the shareholders
(b) NRC shall oversee, among others, the
following matters and make report with
recommendation to the Board:
(i) formulating the criteria for determining
qualifications, positive attributes
and independence of a director and
recommend a policy to the Board, relating
to the remuneration of the directors, top
level executive, considering the following:
(a) the level and composition of remuneration √ -
is reasonable and sufficient to attract,
retain and motivate suitable directors to
run the company successfully;
(b) the relationship of remuneration √ -
to performance is clear and meets
appropriate performance benchmarks
(c) remuneration to directors, top level √ -
executive involves a balance between
fixed and incentive pay reflecting short
and long-term performance objectives
appropriate to the working of the
company and its goals
(ii) devising a policy on Board’s diversity √ -
taking into consideration age, gender,
experience, ethnicity, educational
background and nationality
(iii) identifying persons who are qualified √ -
to become directors and who may be
appointed in top level executive position
in accordance with the criteria laid down,
and recommend their appointment and
removal to the Board
(iv) formulating the criteria for evaluation of √ -
performance of independent directors
and the Board
(v) identifying the company’s needs for √ -
employees at different levels and
determine their selection, transfer or
replacement and promotion criteria
(vi) developing, recommending and reviewing √ -
annually the company’s human resources
and training policies
Annual Report 2020-21 | 157
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
(c) The company shall disclose the √ -
nomination and remuneration policy
and the evaluation criteria and activities
of NRC during the year at a glance in its
annual report
7.00 External or Statutory Auditors
(1) The issuer company shall not engage its
external or statutory auditors to perform
the following services of the company,
namely
(i) appraisal or valuation services or fairness √ -
opinions
(ii) financial information systems design and √ -
implementation;
(iii) book-keeping or other services related √ -
to the accounting records or financial
statements
(iv) broker-dealer services; √ -
(v) actuarial services; √ -
(vi) internal audit services or special audit √ -
services
(vii) any service that the Audit Committee √ -
determines
(viii) audit or certification services on √ -
compliance of corporate governance as
required under condition No. 9(1)
(ix) any other service that creates conflict of √ -
interest
(2) No partner or employees of the external √ -
audit firms shall possess any share of the
company they audit at least during the
tenure of their audit assignment of that
company; his or her family members
also shall not hold any shares in the said
company:
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Complied Not
Complied
8. Maintaining a website by the Company
(1) The company shall have an official website √ -
linked with the website of the stock
exchange
(2) The company shall keep the website √ -
functional from the date of listing
(3) The company shall make available the √ -
detailed disclosures on its website as
required under the listing regulations of
the concerned stock exchange(s)
9. Reporting and Compliance of Corporate Governance
(1) The company shall obtain a certificate √ -
from a practicing Professional Accountant
or Secretary (Chartered Accountant
or Cost and Management Accountant
or Chartered Secretary) other than its
statutory auditors or audit firm on yearly
basis regarding compliance of conditions
of Corporate Governance Code of the
Commission and shall such certificate
shall be disclosed in the Annual Report.
(2) The professional who will provide √ -
the certificate on compliance of this
Corporate Governance Code shall be
appointed by the shareholders in the
annual general meeting
(3) The directors of the company shall state, √ -
in accordance with the Annexure-C
attached, in the directors’ report whether
the company has complied with these
conditions or not.
Annual Report 2020-21 | 159
2 GENERAL:
Institutions:
Investment Corporation of Bangladesh 4,466,949 1.4102
Pubali Bank Securities Limited 3,106,822 0.9808
Pubali Bank Limited 1,624,643 0.5129
Agrani Bank Limited 990,066 0.3126
Sonali Bank Limited 1,205,000 0.3804
NRB Bank Limited 840,000 0.2652
IBSL Stock Dealer Account 785,000 0.2478
Other Institutions 51,832,570 16.3638
Sub-Total 64,851,050 20.4738
Individuals:
Public (Individuals) 24,847,767.00 7.8445
Sub-Total 24,847,767.00 7.8445
3 FOREIGN:
Both Institutions & Individuals 510,442 0.1611
Sub-Total 510,442 0.1611
Sponsors/Directors 71.5205
Institute 20.4738
Public 7.8445
Foreign 0.1611
Annual Report 2020-21 | 161
Dividend of last five years EPS of last five years (Consolidated basis)
Cash Stock
5%
22,250
22,250
45%
45%
45%
45%
55%
6.62
6.66
5.87
5.52
7.53
2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21
At MJLBL, we have a formal investor grievance management procedure to redress investor complaints with speed,
sensitivity and surety. The Company receives complaints from investors in written format, over the phone or via
email. A dedicated department headed by the Company Secretary has been set up to deal with all investor issues
on a forthcoming basis and to provide prompt and efficient services to our shareholders. Investors can send their
queries and comments on enquiry@mobilbd.com.
Annual Report 2020-21 | 163
Event Highlights
Ahmed Sheeper Khan Chowdhury, AGM, Aushafurdulla, Sr. Executive of S&M, MJLBL are seen conducting a roadshow program
with High-end bikers of Faridpur territory
Md. Wahiduzzaman, AGM, Fazle Lohany, Deputy Manager, S&M of MJLBL with officials of UML (Uttara Motors Limited) are seen
conducting training with Local motorcycle Mechanics
Ashiq Chowdhury, Executive, S&M and Md. Abidur Rahman Khan, Asst. Manager of MJBL are seen hand overing the program
materials during activation of LCC Mechanics Awareness program
164 | MJL Bangladesh Limited
Ahmed Sheeper Khan Chowdhury, AGM, Md. Hasan Uddin, Manager, Zayeed Bin Iftekhar, Asst. Manager of S&M, MJLBL are seen
Awarding the Achievers of LCC mechanics awareness program
Md. Wahiduzzaman, AGM, Fazle Lohany, Deputy Manager, Rafaat Shaeer, Executive of S&M, MJLBL are seen conducting Free
Motorcycle Servicing Campaign
Md. Ahsan Kabir, DGM-S&M, Md. Mosfequn Kaiser, Deputy Manager, Md. Ahosan Habib, Asst. Manager, Aminul Karim, Asst.
Manager, Mahmud Hasan Ahamed, Asst. Manager of S&M , MJLBL are seen at group discussion and awareness programs with
MCO LCC mechanics at Mirpur & Khilgaon, Dhaka.
Annual Report 2020-21 | 165
Md. Ariful Alam Khan, Asst. Manager, Ashiq Chowdhury, Executive of S&M, MJLBL are seen awarding the achievers of the
Retailers Sales Promotion program
Nasimul Islam, Asst. Manager and Farhan Bin Razzaque, Asst. Manager of S&M- MJLBL are seen awarding quarterly sales
achievement award to the Wholesalers of their territories
Md. Fazle Lohany, Deputy Manager, Md. Ahosan Habib, Asst. Manager of S&M, MJLBL are seen to hand over New Year souvenirs
to the Wholesalers
166 | MJL Bangladesh Limited
Mr. Abidur Rahman, Asst. Manager of S&M, MJLBL is seen interacting with the Suzuki Car owners about superior performance of
Mobil 1 at the Suzuki Free Service Clinic 2021
Representative of MJLBL and PWC are seen in SAP S/4 HANA Golive
Board of Directors along with Chief Financial Officer and Company Secretary are seen at the 22nd Annual General Meeting of MJLBL
Annual Report 2020-21 | 167
Financial Statements
168 | MJL Bangladesh Limited
Qualified opinion Labour (Amendments) Act 2013 for the period from 01
July 2020 to 30 June 2021. As disclosed in note # 2.18
We have audited the consolidated financial statements
(iii) to the financial statements, none of MJL Bangladesh
of MJL Bangladesh Limited and its subsidiaries (“the
Limited and its subsidiaries has made any provision for
Group”), as well as the separate financial statements
the said fund. Had the provision for WPPF been made
of MJL Bangladesh Limited (“the Company”), which
in these financial statements the net profit before tax of
comprise the consolidated and separate statements
the Group as well as of the Company would have been
of financial position as at 30 June 2021, and the
decreased by Taka 164,449,356 and Taka 136,924,632
consolidated and separate statement of profit or loss and
respectively.
other comprehensive income, consolidated and separate
statement of changes in equity and consolidated and We conducted our audit in accordance with International
separate statement of cash flows for the year then Standards on Auditing (ISAs). Our responsibilities under
ended, and notes to the consolidated and separate those standards are further described in the Auditors’
financial statements, including a summary of significant Responsibilities for the Audit of the Financial Statements
accounting policies. section of our report. We are independent of the
Company in accordance with the International Ethics
In our opinion, except for the effects of the matter Standards Board for Accountants’ Code of Ethics for
described in the Basis for Qualified Opinion section Professional Accountants (IESBA Code) together with the
of our report, the accompanying consolidated and ethical requirements that are relevant to our audit of the
separate financial statements give true and fair view financial statements in Bangladesh, and we have fulfilled
of the consolidated financial position of the Group our other ethical responsibilities in accordance with these
and the separate financial position of the Company as ethical requirements. We believe that the audit evidence
at 30 June 2021, and of its consolidated and separate we have obtained is sufficient and appropriate to provide
financial performance and its consolidated and separate a basis for our qualified opinion.
cash flows for the year then ended in accordance with
International Financial Reporting Standards (IFRSs). Key audit matters
Key audit matters are those matters that, in our
Basis for qualified opinion
professional judgment, were of most significance in
Section 232 of The Bangladesh Labour (Amendments) our audit of the consolidated and separate financial
Act 2013 which has been enacted in July 2013 requires statements of the current period. These matters were
5% of the Company’s net profit before tax to be addressed in the context of our audit of the consolidated
distributed each period to a Workers’ Profit Participation and separate financial statements as a whole, and in
Fund (WPPF). The Company has not made any provision forming our opinion thereon, and we do not provide a
for WPPF against the said requirement of the Bangladesh separate opinion on these matters.
Annual Report 2020-21 | 169
Revenue Recognition
Refer to note no 2.16 (i)
Risk Our response to the risk
At year end the Group reported total revenue of Taka Audit procedures applied by us included, among others,
21,998,677,017. The Company has multiple revenue units the following:
including Oil Tanker Unit, Manufacturing Unit and Trading
Assessing the mechanism and procedures of
Unit. Since sales contracts include many different terms,
recognition and measurement as well as other
there is a considerable inherent risk due to the complexity of
relevant systems supporting the accounting of
the systems necessary for properly recording & identifying
revenue, including the control system;
revenue and risk of incorrect timing of revenue recognition.
Assessing controls for IT-systems and procedures
supporting revenue recognition and reporting;
Examining the revenue recognition process and
records at different revenue centers as well as sales
agreements;
Checking the timing of the revenue recognition;
Critically assessing the invoicing and measurement
systems up to the posting of entries in the general
ledger to identify unusual or irregular items; and
Finally reviewing customer invoices, dates and
receipts of payment on a test basis.
Recoverability of the carrying value of property, plant and equipment
Refer to note no 2.9
Risk Our response to the risk
Property, plant and equipment includes the Group's and We have tested the design and operating effectiveness
the Company's long-term assets, which flow economic of key controls over property, plant and equipment. Our
benefits to the entities more than one year. Property, audit procedures included, among others, considering
plant and equipment measured at historical cost less the impairment risk of the assets.
accumulated depreciation as per IAS-16 "Property, Plant
Followings are our audit procedures on the carrying value
and Equipment". Property, plant and equipment has been
and impairment risk of property, plant and equipment:
reported at carrying amount of Taka 19,709,278,744 at 30
June 2021. Reviewing the basis of recognition, measurement
and valuation of assets;
Apparently, the carrying value of property, plant and
equipment represents significant portion of the Company's Observing the procedures of assets acquisition,
and the Group's assets which is a function of depreciation depreciation and disposal;
charges that involved estimation. Therefore, it has been Checking ownership of the major assets;
considered as a significant area of auditor's judgment
and requires special attention. There is also a risk that the Checking the Capital-Work-in-Progress (CWIP) and
impairment charges may not have been recognized. its transfer to property, plant and equipment;
Performing physical asset verification during our
audit;
Critically challenging the Group's assumptions
in relation to recoverable amounts of the major
property, plant and equipment to identify if there is
any requirement of recognition of impairment;
Our testing did not identify any issues with regard to
carrying value of property, plant and equipment and any
indicators that would trigger impairment.
170 | MJL Bangladesh Limited
Valuation of Inventories
Refer to note no 2.14
Risk Our response to the risk
The Group had inventory of Taka 2,672,034,339 at 30 We assessed the appropriateness of management's
June 2021, held in numerous distribution centers and assumptions applied in calculating the value of the
warehouses, and across multiple product lines. inventory by:
Inventories are carried at the lower of cost and net realizable Evaluating the design and implementation of key
value. As a result, there may be a risk that inventory being inventory controls operating across the Group,
included in the financial statements at the inaccurate value including those at a sample of distribution centers
due to miscalculation of cost or the fact that cost has been and warehouses;
used although net realizable value is lower than cost. For Attending inventory counts and reconciling the
that reason, we consider this matter as a key audit point. count results of the inventory listings to test the
completeness of data;
Verifying a sample of inventory items that costs have
been recorded appropriately;
Comparing the net realizable value obtained through
a detailed review of sales subsequent to the year-
end with the cost price of a sample of inventories;
Checking that inventory at the end of the period was
recorded at lower of cost and net realizable value by
testing a sample of inventory items.
Measurement of Deferred Tax
Refer to note 20
Risk Our response to the risk
The company recognizes deferred taxes relating to Our audit procedures in this area included, among others,
property, plant and equipment, investment in quoted the following:
share, employee benefits, shipping unit etc. which are very
Assessed the design, implementation and operating
complex in nature.
effectiveness of key controls in respect of the
As such accounting for deferred taxes involves management Company and the process of recognition of deferred
judgement in developing estimates of tax exposures and taxes.
contingencies in order to assess the adequacy of tax Assessed the accuracy and completeness of deferred
provision. Hence, we considered this to be a key audit tax, and
matter.
Evaluating the adequacy of the financial statements
disclosures, including disclosures of assumptions,
judgments and sensitivities.
Our opinion on the consolidated and separate financial When we read the annual report, if we conclude that there
statements does not cover the other information and we is a material misstatement herein, we will communicate the
do not express any form of assurance conclusion thereon. matter to those charged with governance of the group.
Annual Report 2020-21 | 171
Responsibilities of Management and risks, and obtain audit evidence that is sufficient
Those Charged with Governance for the and appropriate to provide a basis for our opinion.
Consolidated and Separate Financial The risk of not detecting a material misstatement
Statements resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
Management is responsible for the preparation and intentional omissions, misrepresentations, or the
fair presentation of the consolidated and separate override of internal control.
financial statements in accordance with International
Financial Reporting Standards (IFRS), the Companies Obtain an understanding of internal control relevant
Act 1994, the Securities and Exchange Rules, 1987 and to the audit in order to design audit procedures that
for such internal control as management determines is are appropriate in the circumstances.
necessary to enable the preparation of consolidated and
separate financial statements that are free from material Evaluate the appropriateness of accounting policies
misstatement, whether due to fraud or error. used and the reasonableness of accounting estimates
and related disclosures made by management.
In preparing the consolidated and separate financial
statements, management is responsible for assessing Conclude on the appropriateness of management’s
the Group’s and Company’s ability to continue as a use of the going concern basis of accounting and,
going concern, disclosing, as applicable, matters related based on the audit evidence obtained, whether
to going concern and using the going concern basis a material uncertainty exists related to events or
of accounting unless management either intends to conditions that may cast significant doubt on the
liquidate the Group and Company or to cease operations, Group’s and the Company’s ability to continue as
or has no realistic alternative but to do so. a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
Those charged with governance are responsible for in our auditor’s report to the related disclosures in
overseeing the Group’s and the Company’s financial the consolidated and separate financial statements
reporting process. or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
Auditor’s Responsibilities for the Audit of
evidence obtained up to the date of our auditor’s
the Consolidated and Separate Financial
report. However, future events or conditions may
Statements
cause the Group and the Company to cease to
Our objectives are to obtain reasonable assurance continue as a going concern.
about whether the consolidated and separate
financial statements as a whole are free from material Evaluate the overall presentation, structure and
misstatement, whether due to fraud or error, and to issue content of the consolidated and separate financial
an auditor’s report that includes our opinion. Reasonable statements, including the disclosures, and whether
assurance is a high level of assurance, but is not a the consolidated and separate financial statements
guarantee that an audit conducted in accordance with represent the underlying transactions and events in
ISAs will always detect a material misstatement when it a manner that achieves fair presentation.
exists. Misstatements can arise from fraud or error and
Obtain sufficient appropriate audit evidence
are considered material if, individually or in the aggregate,
regarding the financial information of the entities
they could reasonably be expected to influence the
or business activities within the Group to express an
economic decisions of users taken on the basis of these
opinion on the consolidated financial statements.
consolidated and separate financial statements.
We are responsible for the direction, supervision and
As part of an audit in accordance with ISAs, we exercise performance of the group audit. We remain solely
professional judgment and maintain professional responsible for our audit opinion.
skepticism throughout the audit. We also:
We communicate with those charged with governance
Identify and assess the risks of material misstatement regarding, among other matters, the planned scope
of the consolidated and separate financial and timing of the audit and significant audit findings,
statements, whether due to fraud or error, design including any significant deficiencies in internal control
and perform audit procedures responsive to those that we identify during our audit.
172 | MJL Bangladesh Limited
We also provide those charged with governance with a) we have obtained all the information and
a statement that we have complied with relevant explanations which to the best of our knowledge
ethical requirements regarding independence, and to and belief were necessary for the purposes of our
communicate with them all relationships and other audit and made due verification thereof;
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. b) in our opinion, proper books of accounts as required
by law have been kept by the Group and the
From the matters communicated with those charged Company so far as it appeared from our examination
with governance, we determine those matters that were of these books;
of most significance in the audit of the consolidated and
separate financial statements of the current period and c) the consolidated and the separate statements of
are therefore the key audit matters. We describe these financial position and statement of profit or loss
matters in our auditor’s report unless law or regulation and other comprehensive income dealt with by the
report are in agreement with the books of accounts
precludes public disclosure about the matter or when, in
and returns; and
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the d) the expenditure incurred was for the purposes of the
adverse consequences of doing so would reasonably be Group’s and the Company’s business.
expected to outweigh the public interest benefits of such
communication.
The annexed notes form an integral part of these consolidated financial statements.
This is the Consolidated Statement of Financial Position referred to in our separate report of even date.
This is the Statement of Financial Position referred to in our separate report of even date.
Jul'20-Jun'21 Jul'19-Jun'20
Notes
BDT BDT
The annexed notes form an integral part of these consolidated financial statements.
This is the Consolidated Statement of Profit or Loss and Other Comprehensive Income referred to
in our separate report of even date.
This is the Statement of Profit or Loss and Other Comprehensive Income referred to in our separate report of even date.
This is the Consolidated and Separate Statement of Changes in Equity referred to in our separate report of even date.
This is the Consolidated and Separate Statement of Changes in Equity referred to in our separate report of even date.
The annexed notes form an integral part of these Consolidated financial statements.
This is the Consolidated Statement of Cash Flows referred to in our separate report of even date.
D. Net cash decrease in cash and cash equivalents (A+B+C) (5,639,342) (43,932,667)
E. Effects of exchange rate changes on cash and cash equivalents 28,434,248 1,106,560
F. Cash & Cash equivalents at beginning of the period 125,625,399 168,451,506
G. Cash & Cash equivalents at end of the period 148,420,305 125,625,399
Net Operating Cash Flow Per Share (NOCFPS) - Basic 6.72 7.01
This is the Statement of Cash Flows referred to in our separate report of even date.
Mobil Jamuna Lubricants Limited was incorporated on 03 June 1998 as a private limited company. The company
went into commercial operations on 20 May 1999. The Company converted into a Public Limited Company on
03 June 2009 and changed its name to MJL Bangladesh Limited. The shares of the company are publicly traded
in Dhaka and Chittagong Stock Exchanges since September 2011.
The address of the company’s registered office is Mobil House, CWS (A) 13/A, Gulshan Avenue, Bir Uttam Mir
Shawkat Sarak, Dhaka – 1212.
The Company owns the State-of-the-art lube Oil blending plant and blending and sells lubricants in the local
market and exports some of its products to the international market.
The Company sold one of its AFRAMAX Oil Tankers during October 2020. The Board of Directors (BOD) of
the company approved the sale of its Aframax Tanker “MT Omera Queen” in a meeting held on 20 September,
2020. MT Omera Queen has been in operation under Bangladesh Flag for more than 9 years and successfully
completed 102 voyages.
MT Omera Legacy (MTOL) is a Crude Oil Tanker previously named as AKTEA (IMO Number: 9291236) which
was the Greece flag, Port of Registry was CHIOS. She was built on 25th May 2005 by the Daewoo Shipbuilding &
Marine Engineering Co. Ltd, South Korea under Lloyds Register class. MTOL was purchased by MJL Bangladesh
Limited under the Memorandum of Agreement dated 12 October 2017. She changed her flag to Bangladesh in
August 2018 and the Port of Registry is Chittagong under the Technical Management of Timur Ship Management
Pte Ltd, Singapore, and Commercial Management of EC Bulk Carriers Limited, Dhaka, Bangladesh. She is the
largest AFRAMAX Oil Tanker by a Bangladeshi Ship Owner and Bangladeshi Flagged vessel. Her present trading
route is the Persian Gulf and the Arabian Sea
Omera Petroleum Limited is a subsidiary of MJL Bangladesh Limited. MJL Bangladesh possesses a 62.496%
share of its shares. The company built an LPG (Liquefied Petroleum Gas) plant to import, store, and bottle, and
distribute LPG through a strong marketing channel in the country. The main LPG Terminal will be located in
Mongla (Bagerhat) in one of its industrial plots on the west side of 100 Feet wide Khulna-Mongla main road
and East side of Pussur River. Primarily, the company set-up three satellite LPG bottling plants in three different
locations of the country. The actual capacity of the plant is 300,000 MT.
Omera Cylinders Limited (OCL), a subsidiary of MJL Bangladesh Limited has set up an LPG Cylinder Manufacturing
Plant to cater to the ever-increasing market demand for LPG as an alternative fuel power requirement of the
country. Having the technical expertise and a good professional people, the company has the potentiality to
deliver quality LPG Cylinder at an affordable rate to the intended segment of the market which will eventually play a
significant role in the process of industrialization of the country. The particulars of the LPG cylinder manufacturing
plant are as follows:
182 | MJL Bangladesh Limited
Cylinder Sizes:
MJL (S) PTE. LTD. is an associate company of MJL Bangladesh Limited, a limited liability company incorporated
and domiciled in the Republic of Singapore, engaged in the business of wholesale and trading of petroleum and
related products. MJL Bangladesh possesses a 25% share of this company.
These consolidated financial statements have been prepared in accordance with the International Financial
Reporting Standards (IFRSs), and The Companies Act 1994, and Securities & Exchange Rules 1987. The title and
format of these financial statements follow the requirements of IFRS which are to some extent different from
those prescribed by the Companies Act. However, such differences are not material and management views IFRS
titles and format give a better presentation to the shareholders.
These financial statements have been prepared on a going concern basis under the historical cost convention
except (Investment in shares) in accordance with International Financial Reporting Standards (IFRSs).
The consolidated financial statements comprise the financial statements of the company and its subsidiaries as
of 30 June 2021. The financial statements of the subsidiaries used in the preparation of the consolidated financial
statements are prepared for the same reporting date as the company.
All intra-group balances, income, expenses, and unrealized gain and losses resulting from intra-group transactions
and dividends have been eliminated in full.
These financial statements are presented in Bangladeshi Taka (BDT) which is the functional currency of the
company. The amounts in these financial statements have been rounded off to the nearest integer.
In the preparation of the financial statements management required to make judgments, estimates, and
assumptions as per IAS 8: “Accounting Policies, Changes in Accounting Estimates and Errors” that affect the
application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual
results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future
periods affected.
Annual Report 2020-21 | 183
When preparing financial statements, management made an assessment of the entity’s ability to continue as a
going concern. The Company prepared its financial statements on a going concern basis. As per the requirement
of Para 25 of IAS 1: Presentation of Financial Statements, the Management of MJLBL assessed if there were any
conditions or events existed that might cause significant doubt on MJLBL’s ability to continue as a going concern.
Based on these assessments, Management concluded that there were no such significant conditions or events
that Management knew existed at the time we made the assessment.
Since the beginning of 2020, there has been a vast outbreak of the COVID-19 virus worldwide and this soon
turned into a pandemic scenario. Countries around the world started to impose lockdown to curb the virus spread.
During late June’20, the Government of Bangladesh also enforced a country-wise lockdown to contain the virus
infection and the lockdown continued until 30 May 2020. Amid this pandemic situation, almost all economic and
business activities came to standstill during the lockdown period. MJLBL was not an exception to this scenario
and we conducted very limited business operations complying with lockdown measures from April’20 to May’20.
Since June’20, after the gradual lifting of lockdown, MJLBL started to turn its business operations back to normal.
Management continuously monitored the situation and took necessary measures to cultivate resilient processes
to combat the situation and adapt with the ‘New Normal’.
During April’21 to June’21, strict lockdown measures have taken by the Government to curb the impact of 2nd
wave of COVID-19 pandemic. During this period, the company, already adapted to the pandemic scenario,
continued to operate at full scale complying with Government directives and taking safety mesures. While
preparing these financial statements, management assessed that COVID-19 did not cast any doubt on the
company’s ability to continue as a going concern.
This financial statement is prepared to cover the period of 01 July 2020 to 30 June 2021.
Property, plant & equipment are recognized if it is probable that future economic benefits associated with the
assets will flow to the company and the cost of the assets can be reliably measured. All fixed assets are stated at
cost less accumulated depreciation as per IAS-16 “Property, Plant and Equipment”. The cost of acquisition of an
asset comprises its purchase price and any directly attributable cost of bringing the asset to its working condition
for its intended use inclusive of inward freight, duties and non-refundable taxes.
Subsequent costs
The cost of replacing or upgrading part of an item of property, plant and equipment is recognized in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will flow to the
company and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The
costs of the day to day servicing of property, plant and equipment are recognized in the profit and loss account
during the financial period in which they incurred.
Depreciation
Depreciation is charged for the year at the following rates on the straight line method on all property, plant and
equipment and no depreciation is charged on land and Work in progress:
For additions during the year, depreciation is charged from the date when the asset is put into use for commercial
operation. No depreciation is charged from the date when the assets are disposed off. On disposal of fixed assets,
the cost and accumulated depreciation are eliminated from the fixed assets schedule and gain or loss on such
disposal is reflected in the statement of comprehensive income, which is determined with reference to the net
book value of the assets and net sale proceeds.
The company has adopted a policy to review the salvage/scrap value of its Oil Tanker to reflect the current market
value of scrap vessels at the beginning of each financial year. The company also changed the estimated useful
life of MT Omera Legacy, acquired in January 2018, from 156 months to 120 months ending in June 2027. As a
result of of the avobe mentioned policy and changes in estimated useful life, the depreciation for the Oil Tanker
changed and resulted impact was recognized in the financial statements prospectively from July 2020 as per IAS
8: “Accounting Policies, Changes in Accounting Estimates and Errors”.
i. An intangible asset is recognized if it is probable that the future economic benefits that are attributable to the
asset will flow to the entity and the cost of the assets can be measured reliably.
ii. Software represents the value of computer application software licensed for the use of the company. Intangible
assets are carried at its cost, less accumulated amortization, and impairment loss (if any).
iii. Initial cost comprises license fees paid at the time of purchase and other directly attributable expenditures that
are incurred in customizing the software for its intended use.
iv. Expenditure incurred on software is capitalized only when it enhances and extends the economic benefits
of computer software beyond their original specifications and lives and such cost is recognized as capital
improvement and added to the original cost of the software.
v. ERP software named Lubes Enterprise Information Systems (LENISYS) purchased from Technovista as a local
vendor is amortized using the straight line method over the estimated useful life of 15 (fifteen) years & other
Software is amortized over the estimated useful life of 05 (five) years commencing from the date of the application
software is available for use over the best estimate of its useful economic life.
Investment property is recognized as an asset when it is probable that the future economic benefits associated
with the investment property will flow to the entity and the cost of the investment property can be measured
reliably. Investment property is measured initially at a cost which comprises all transaction costs and directly
attributable cost of bringing the asset to its working condition for its intended use.
Subsequent measurement
After initial recognition, the company follows the cost model and measures investment property subsequently in
accordance with IAS 16’s requirement for the model.
Depreciation
Depreciation is charged, if applicable, @2%p.a. on a straight line method on the investment property.
Capital work in progress is reported on the basis of all the costs incurred during construction/acquisition of an
asset required to bring it to working condition. CWIP is transferred to a fixed asset when the asset is ready to use
and depreciation charges commence immediately.
Annual Report 2020-21 | 185
2.13 Leases
The company has adopted IFRS 16 Leases at the beginning of the current period (i.e. 01 July 2019) for its lease
agreements which, at the inception of the agreement, conveyed the right to control the use of an identified asset
for a period of time in exchange for consideration.
IFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments
for both lessors and lessees. IFRS 16 superseded IAS 17 Leases and the related Interpretations. IFRS 16 distinguishes
leases and service contracts on the basis of whether an identified asset is controlled by a customer.
Distinctions of operating leases (off-balance sheet) and finance leases (on the balance sheet) are removed for
lessee accounting and are replaced by a model where a right-of-use asset and a corresponding liability have to
be recognized for all leases by lessees (i.e. all on the balance sheet) except for short-term leases and lease of low
value assets.
The right-of-use asset is initially measured at cost and subsequently measured at cost (subject to certain
exception) less accumulated depreciation and impairment losses, adjusted for any measurement of the lease
liability. The lease liability is initially measured at the present value of the lease payments. Subsequently, the lease
liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others.
Furthermore, the classification of cash flows will also be affected as operating lease payments under IAS 17 are
presented as operating cash flows; whereas, under the IFRS 16 model, the lease payments will be split into a
principal and an interest portion which will be presented as financing and operating cash flows respectively.
The company decided to apply this standard to its leases retrospectively with the cumulative effect to retained
earnings recognized at the beginning of the current period. The company recognized a lease liability and a right-
of-use asset as of 01 July 2019 for leases previously classified as an operating lease applying IAS 17. Comparative
numbers remain the same as presented before.
2.14 Inventories
Inventories are valued in accordance with IAS 2: “Inventories” i.e. at cost or estimated net realizable value
whichever is lower. The cost of inventories includes expenditure for acquiring the inventories and bringing them
to their existing location and condition. Net realizable value is estimated upon selling price in the ordinary course
of the business less estimated cost of completion of considering the selling. When the inventories are used, the
carrying amount of those inventories are recognized in the year in which the related revenue is recognized.
Financial instrument i.e. financial assets and financial liabilities are recognized initially on the date at which the
Company becomes a party to the contractual provisions of the instrument. Financial assets carried in the statement
of financial position include investment in bonds and share, cash and cash equivalents, trade & other receivables,
intercompany receivables and advance, deposits, and prepayments. Financial liabilities include interest-bearing
borrowing, trade payable, finance lease liabilities, and other current liabilities.
Investment in shares is designated at fair value through profit or loss account as per para 4.1.5 of IFRS-9 with fair
value changes recognized immediately in the statement of profit or loss and other comprehensive income. Bond
has been measured at an amortized cost since they are held to collect contractual cash flows and these are solely
payments of principal and interest as per para 4.1.2 of IFRS 9.
Cash and cash equivalents include notes and coins in hand and at banks which are held and available for use by
the company without any restriction.
Interest-bearing bank loans and overdrafts are recorded at the number of proceeds received, net of transaction
costs. Borrowing costs are charged to the statement of profit or loss and other comprehensive income as an
expense in the period in which they are incurred.
186 | MJL Bangladesh Limited
i. Sales revenue
In accordance with the provisions of the IFRS 15: “Revenue from Contracts with Customers”; revenue from
contracts with customers represents the amount that reflects the considerations to which the entity expects
to be entitled in exchange for goods supplied and service provided to customers during the year. Revenue from
contracts with customers is recognized in the statement of profit or loss and other comprehensive income when
the performance obligation (supply of promised goods and services) is satisfied. The performance obligation is
satisfied at a point in time when the customer obtains the control of goods and services. Revenue of freight from
the Vessels is recognized at the invoice date.
The interest income is recognized on an accrual basis as agreed terms and conditions with the banks.
Dividend income on shares is recognized when the shareholders’ right to receive payment is established which is
usually when the dividend is declared and ascertained.
Revenues, expenses, gains and losses appear in other comprehensive income when they have not yet been
realized. It is particularly valuable for understanding ongoing changes in the fair value of a company’s assets.
Common costs from 01 July 2020 to 30 June 2021 have been allocated between trading, manufacturing, and oil
tanker units on the basis of proportionate sales revenue.
The retirement benefits accrued for the employees of the company as of the reporting date have been accounted
for in accordance with the provisions of IAS 19: “Employee Benefits”. Bases of enumerating the retirement
benefits schemes operated by the company are outlined below:
i. Provident fund
Provident fund benefits are given to the permanent employees of the company in accordance with the company’s
service rules. Accordingly, a trust deed and provident fund rules were prepared. The provident fund has been
approved as a recognized provident fund within the meaning of section 2(52), read with the provisions of part - B
of the First Schedule of Income Tax Ordinance 1984. All confirmed employees of the company are contributing
10% of their basic salary as a subscription to the Fund. The company also contributes an equal amount of the
employees’ contribution. Interest or profit earned from the investments is credited to the members’ accounts on
yearly basis. The company introduced the contributory Provident Fund Scheme from 2009.
The company operates a gratuity scheme, in respect of which provision is made annually covering all its permanent
eligible employees. Actuarial valuation of gratuity scheme had been made to assess the adequacy of the liabilities
provided for the scheme as per IAS-19 “Employee Benefits”. The company introduced the Gratuity Scheme in
September 2010.
The Bangladesh Association of Publicly Listed Companies, on behalf of our Company and other member
companies, have filed an appeal to the concerned authority of Government of Bangladesh for amendment/waiver
of the applicability of the “Workers’ Profit Participation Fund” for the publicly listed companies in Bangladesh
justifying the reason of the said amendment/waiver. Our company is mostly capital-intensive rather than labor
intensive where employees play mostly supervisory role. The issue is now pending for the approval of concerned
Government Authority. If we do not receive satisfactory response from them, the company may proceed on
Annual Report 2020-21 | 187
filing a writ petition in this matter for getting appropriate justice from High Court Division of Supreme Court of
Bangladesh. Accordingly, no provision has been made in the financial statements for this obligation.
2.19 Taxation
Income tax expenses comprise current and deferred taxes. Income taxes are recognized in the statement of profit
or loss and other comprehensive income except to the extent that relates to items recognized directly in equity or
in other comprehensive income.
Current taxation
Provision for current income tax has been made as per the prescribed rate in the Finance Act, 2021 on the
accounting profit made by the company after considering some of the add backs to income and disallowances of
expenditure as per income tax laws in compliance with IAS-12: “ Income Taxes”.
Deferred taxation
Deferred tax liabilities are the amount of income taxes payable in future periods in respect of taxable temporary
differences. Deferred tax assets are the amount of income taxes recoverable in future periods in respect of
deductible temporary differences. Deferred tax assets and liabilities are recognized for the future tax consequences
of timing differences arising between the carrying values of assets, liabilities, income, and expenditure and their
respective tax bases. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been
enacted or substantially enacted at the balance sheet date. The impact on the account of changes in the deferred
tax assets and liabilities has also been recognized in the statement of comprehensive income as per IAS-12:
“Income Taxes”.
A provision is recognized in the balance sheet when the company has a legal or constructive obligation as a result
of a past event and it is probable that an outflow of economic benefit will be required to settle the obligations, in
accordance with the IAS 37: “Provisions, Contingent Liabilities, and Contingent Assets”.
Share premium is the capital that the company raises upon issuing shares that are in excess of the nominal value
of the shares. The share premium may be applied by the company in paying up unissued shares to be allotted to
members as fully paid bonus shares or writing-off the preliminary expenses of the company or the expenses of
or the commission paid or discount allowed on, any issue of shares or debentures of the company or in providing
for the premium payable on the redemption of any redeemable preference shares or of any debentures of the
company. Share premium was shown in accounts after deduction of income tax @3% on share premium as per
Finance Act-2011.
Basic earnings per share have been calculated in accordance with IAS 33: “Earnings Per Share” which has been
shown on the face of the statement of comprehensive income. This has been calculated by dividing the basic
earnings by the weighted average number of ordinary shares outstanding during the year.
No diluted earnings per share are required to be calculated for the year as there was no scope for dilution during
the year under review.
i. Foreign currency
Items included in the financial statements of each entity are measured using the currency of the primary economic
environment in which the entity operates, ie. the functional currency. The financial statements of the company are
presented in Taka which is the company’s functional and presentation currency.
188 | MJL Bangladesh Limited
Foreign currencies are translated into Taka at the rates ruling on the transaction dates. Monetary assets and
liabilities are translated at the rates prevailing at the date of the statement of financial position. Differences arising
on conversion are charged or credited to the statement of comprehensive income.
2.25 Contingencies
Contingent liability
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the entity.
There are certain pending tax and VAT claims made against the Company, which will be settled through the
legal process in due course. These are being vigorously defended by the company. The management has not
considered it necessary at the reporting date to make provisions in the financial statements in respect of any of
these claims.
Contingent asset
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
entity. A contingent asset must not be recognized. Only when the realization of the related economic benefits is
virtually certain recognition should take place provided that it can be measured reliably because, at that point, the
asset is no longer contingent.
Statement of cash flows is prepared principally in accordance with IAS 7: “Statement of Cash Flows” and the cash
flows from operating activities have been presented under direct method as per part III of Securities & Exchange
Rules 1987.
All material events occurring after the reporting date are considered and where necessary, adjusted for, or
disclosed. The final dividend is recognized when it is approved by the shareholders. Dividend payable to the
company’s shareholders is recognized as a liability and deducted from the shareholders’ equity in the period in
which the shareholders’ right to receive payment is established.
The financial statements were approved by the Board of directors on 18 October, 2021.
Annual Report 2020-21 | 189
2.30 General
ii. Previous year’s figures have been rearranged wherever considered necessary to conform to the current period’s
presentation.
190 | MJL Bangladesh Limited
B. Accumulated depreciation
Opening Balance 6,271,652,873 4,674,980,439
Add: Addition during the year 1,760,684,891 1,623,739,212
8,032,337,764 6,298,719,651
Less: Disposal/Reclassification during the year (1,585,923,262) (1,672,910)
6,446,414,502 6,297,046,741
Adjustment of exchange rate (25,393,869)
Total (B) 6,446,414,502 6,271,652,873
C. Written Down Value (A-B) 19,709,278,744 19,629,171,514
Note: Schedule of property, plant and equipment and depreciation thereon is presented in Annexure-A.
A. Cost
Opening balance 8,399,390,077 8,339,484,106
Add: Addition during the year 1,287,727,838 78,226,632
9,687,117,915 8,417,710,738
Less: Disposal/Reclassification during the year (1,938,053,653) (18,320,661)
Total (A) 7,749,064,262 8,399,390,077
B. Accumulated depreciation
Opening balance 2,421,489,548 1,879,225,504
Add: Charged during the year 608,793,568 543,898,075
3,030,283,116 2,423,123,579
Less: Disposal/Reclassification during the year (1,575,300,920) (1,634,030)
Total (B) 1,454,982,196 2,421,489,548
B. Accumulated Amortization
Opening balance 30,796,892 30,136,129
Add: Charged during the year 640,256 1,160,762
31,437,148 31,296,891
Less: Adjustment/ (Disposal) during the year (1,339,999) (499,999)
Total (B) 30,097,149 30,796,892
A. Cost
Opening balance 11,682,639 11,438,794
Add: Addition during the year 2,304,219 743,845
13,986,858 12,182,639
Less: Adjustment/ (Disposal) during the year (1,340,000) (500,000)
Total (A) 12,646,858 11,682,639
B. Accumulated Amortization
Opening balance 11,013,164 11,318,316
Add: Charged during the year 417,595 194,848
11,430,759 11,513,163
Less: Adjustment/ (Disposal) during the year (1,339,999) (499,999)
Total (B) 10,090,760 11,013,164
A. Cost
Opening balance 144,546,841 142,800,626
Add: Addition during the year 179,653,330 1,746,215
324,200,171 144,546,841
Less: Adjustment/ (Disposal) during the year (97,638,566) -
Total (A) 226,561,605 144,546,841
B. Accumulated Amortization
Opening balance 109,075,073 90,670,412
Add: Charged during the year 13,790,219 18,404,661
122,865,293 109,075,073
(97,638,566) -
Total (B) 25,226,726 109,075,073
B. Accumulated Amortization
Opening balance 99,745,265 90,670,412
Add: Charged during the year 1,366,544 9,074,851
101,111,808
Adjustment/ (Disposal) during the year (97,638,566)
Total (B) 3,473,242 99,745,264
6A Investment property
A. Cost
Opening balance 17,958,664 -
Add: Reclassified from PPE during the year 136,836,076 17,958,664
Total (A) 154,794,740 17,958,664
B. Accumulated depreciation
Opening balance 1,272,072 -
Add: Reclassified from PPE during the year 1,991,746 1,272,072
Total (B) 3,263,818 1,272,072
C. Written down value (A-B) 151,530,923 16,686,592
A schedule of investment property is given in Annexure-D.
7 Consolidated capital work in progress
Opening balance 1,184,698,165 1,032,937,987
Add: Addition during the year 438,651,852 763,084,216
1,623,350,016 1,796,022,203
Less: Transferred during the year 1,288,194,330 611,324,037
335,155,687 1,184,698,165
7A Capital work in Progress
Opening balance 1,150,686,547 913,407,469
Add: Addition during the year 169,345,028 246,998,439
1,320,031,575 1,160,405,909
Less: Transferred during the year 1,113,554,822 9,719,362
206,476,754 1,150,686,547
8 Consolidated investment in subsidiaries & associates
Investment in Omera Petroleum Ltd 1,858,409,582 1,858,409,582
Investment in Omera Cylinders Ltd 1,118,176,831 1,118,176,831
Investment in Omera Gas One (Note : 8.1) 195,518,519 176,797,788
Investment in MJL (S) Pte.Ltd. (Note : 8.2) 23,704,530 19,617,208
3,195,809,461 3,173,001,409
Less: Inter-company transaction 2,976,586,414 2,976,586,414
Add : Share of R/E of MJL (S) Pte.Ltd. - -
(2,976,586,414) (2,976,586,414)
219,223,048 196,414,995
8.1 Omera Petroleum Limited has invested in a 50% share of Omera Gas One Limited (OGL) which is a joint venture of OPL and
Saisan Co., Ltd. (A Japanese company founded in 1945). Omera Gas One Limited intends to fulfill the increasing demand for
LPG in industrial, commercial, and residential sectors by providing cutting edge solutions. OGL is engaged in the business of
installation of LPG auto gas stations, LPG solutions for industrial and residential purposes through supply, installation and/or
commissioning, etc. at the site(s) of its client(s). Share of post-acquisition profit has been recognized by following the equity
method.
8.2 MJL (S) PTE. LTD. is an associate company of MJL Bangladesh Limited, a limited liability company incorporated and domiciled
in the Republic of Singapore, engaged in the business of wholesale and trading of petroleum and related products. MJL
Bangladesh possesses a 25% share of its capital structure. Share of post-acquisition profit has been recognized by following
the equity method.
Annual Report 2020-21 | 193
10 Consolidated inventories
MJL Bangladesh Limited 1,220,770,043 1,343,870,004
Omera Petroleum Ltd 814,200,094 542,302,256
Omera Cylinders Ltd 637,064,202 362,609,749
2,672,034,339 2,248,782,009
10A Inventories
Raw materials (Note : 10A.1) 341,671,449 490,456,295
Goods in transit (Note : 10A.2) 184,912,060 15,162,648
Work-in-progress (Note : 10A.3) 38,747,139 30,167,006
Finished goods (Note : 10A.4) 618,873,688 759,020,532
Vessel stocks (Note : 10A.5) 33,079,865 49,063,522
Other Inventory (Note : 10A.6) 3,485,842 -
1,220,770,043 1,343,870,004
10A.3 Work-in-progress
Opening balance 30,167,006 33,291,360
Add: Addition during the year 556,400,727 351,782,754
586,567,733 385,074,114
Less: Transferred during the year 547,820,594 354,907,108
38,747,139 30,167,006
194 | MJL Bangladesh Limited
No. of
Slab wise number of shares No. of shares % of holding % of holding
shareholders
30 June 2021
20A Deferred tax liabilities BDT
1,363,896,101
30 June 2020
BDT
Carrying Taxable/ (Deductable)
Tax Base
Amount Temporary Difference
Manufacturing and Trading Unit:
1,674,163,902
Deferred Tax Liability/(Asset) as on 30 June 2020 Manufacturing and Tranding Unit 30,873,469
Deferred Tax Liability/(Asset) as on 30 June 2020 - Shipping Unit 387,667,506
418,540,976
Annual Report 2020-21 | 199
30 June 2020
BDT
Carrying Taxable/ (Deductable)
Tax Base
Amount Temporary Difference
Manufacturing and Trading Unit:
Shipping Unit:
Deferred Tax Liability/(Asset) as on 30 June 2020 30,873,469
Deferred Tax Liability/(Asset) as on 30 June 2019 30,873,469
Deferred Tax Expenses/(Income) for the period ended 30 June 2020 -
Total deferred tax expenses/(income) during the Period -
The Hong Kong and Shanghai Banking Corporation Limited 2,343,855,155 1,340,016,465
Standard Chartered Bank 1,275,495,934 734,634,567
Citibank NA 300,067,918 601,028,503
Commercial Bank of Ceylon Limited - 680,952,342
Dhaka Bank Limited 136,372,078 141,219,259
Jamuna Bank Ltd - 132,212,943
Eastern Bank Ltd - 497,587,986
Bank Alfalah Ltd 358,015,064 160,579,724
4,413,806,150 4,288,231,789
Other facilities (revolving loan and post import financing):
The Hong Kong and Shanghai Banking Corporation Limited 145,000,000 500,000,000
Standard Chartered Bank 250,000,000 558,800,000
Citibank NA 350,000,000 -
Commercial Bank of Ceylon Limited 322,000,000 450,000,000
BRAC Bank Limited - 230,000,000
Eastern Bank Ltd - 443,442,755
Bank Alfalah Ltd 75,000,000 -
Dutch Bangla Bank Ltd 520,000,000 -
Jamuna Bank Ltd 100,000,000 -
1,762,000,000 2,182,242,755
6,175,806,150 6,470,474,544
26 Segment Reporting
”Segment information is presented in accordance with IFRS 8, Operating Segments. This standard is based on a
management approach, which requires segmentation based upon the Company’s internal organization and disclosure
of revenue and operating income based upon internal accounting methods. The Company’s financial reporting
systems present various data for management to run the business, including profit and loss statements (P&Ls).
Revenue attributable to MJL Bangladesh Limited operation includes running an Oil tanker and distribution of lubricants
through blending and importing. In order to understand the entity’s performance, assess the risks, and make more informed
judgments about the entity in decision-making, Management has decided to present the financial information in such
structured as oil tanker, manufacturing unit, and trading unit. Revenue from Oil tanker is BDT 1,465M which accounted for
15.52% of total revenue. Revenue from locally blending lubricant is BDT 4,142M and imported lubricant is BDT 3,829M which
accounted for 43.90% and 40.58% of total revenue respectively. “
(Amount in Taka)
Jul'20-Jun'21 Jul'19-Jun'20
MJL OPL OCL Total Total
27 Consolidated revenue
Revenue 9,436,987,403 12,404,363,814 796,999,002 22,638,350,220 20,889,264,826
Less: VAT 1,028,964,749 555,764,709 46,730,434 1,631,459,892 1,404,919,596
8,408,022,654 11,848,599,105 750,268,568 21,006,890,328 19,484,345,230
Adjustment of inter-company sales (7,595,409) - (632,077,794) (639,673,203) (617,236,762)
8,400,427,245 11,848,599,105 118,190,774 20,367,217,125 18,867,108,468
(Amount in Taka)
Manufacturing
27A Net Revenue Oil Tanker Trading Unit Total Total
Unit
Jul'20-Jun'21 Jul'19-Jun'20
BDT BDT
28A Cost of revenue
Jul'20-Jun'21 Jul'19-Jun'20
BDT BDT
Trading unit:
Jul'20-Jun'21 Jul'19-Jun'20
BDT BDT
364,208,813 93,795,944
29.3 Non Operatioal Income:
Rent Income 24,578,906 18,911,450
24,578,906 18,911,450
29.4 Share of profit/(loss) from JV and associates
(Amount in Taka)
Jul'20-Jun'21 Jul'19-Jun'20
Oil Tanker Manufacturing Trading
Total Total
Unit Unit unit
29A Other income
(Amount in Taka)
Jul'20-Jun'21 Jul'19-Jun'20
MJL OPL OCL Total Total
(Amount in Taka)
Jul'20-Jun'21 Jul'19-Jun'20
Manufacturing
Oil Tanker Trading unit Total Total
Unit
30A Administrative and selling expenses
Jul'20-Jun'21 Jul'19-Jun'20
BDT BDT
31 Consolidated financial charges
Interest on short term Loan 314,527,000 663,946,604
Interest on FC loan 17,047,264 39,816,277
Bank charges 21,989,001 16,745,319
Finance Expenses-Lease Obligation 7,980,475 2,627,899
Foreign Exchange Loss/(gain) - 48,564,872
361,543,740 771,700,971
Less: Adjustment of inter-company transactions 4,923,562 47,942,920
356,620,178 723,758,051
(Amount in Taka)
Manufacturing Trading
31A Financial charges Oil Tanker Total Total
Unit unit
Interest on short term Loan - 38,821,925 35,879,013 74,700,938 208,201,750
Interest on foreign currency loan 17,047,264 - - 17,047,264 39,816,277
Bank charges 52,972 8,156,994 7,538,650 15,748,616 7,562,343
Finance Expenses-Lease Obligation - 109,509 101,207 210,716 551,512
Foreign Exchange Loss/(gain) - - - - -
17,100,236 47,088,428 43,518,870 107,707,534 256,131,882
Annual Report 2020-21 | 207
Jul'20-Jun'21 Jul'19-Jun'20
BDT BDT
32 Consolidated basic Earnings Per Share (CEPS)
During this period the company sold one of its Aframax Tanker namely MT Omera Queen having book value of USD 4.32
million at an amount of USD 8.08 million. The gain on sale of this tanker is included in “Other Income” which is the prime reason
for higher EPS during this period.
During the period, the company carried out a number of transactions with related parties in the normal course of business and
on an arms’ length basis. The name of these related parties, nature of these transactions, and their total value have been set
out in accordance with the provisions of IAS 24: Related Party Disclosure.
208 | MJL Bangladesh Limited
(Outstanding)/ (Outstanding)/
Receivable (Receives)/ Receivable
Nature of Nature of Transaction
Name of the party balance Payments balance
Transactions Relationship value (BDT)
on June 2020 (BDT) on June 2021
(BDT) (BDT)
Additive purchase Group (23,558,651) (65,103,444) 84,652,024 (4,010,070.72)
EC Distribution Ltd. Sale of finished company 6,583,163 15,560,871 (19,426,243) 2,717,791
products
East Coast Trading (Pvt) Group
Additive purchase (11,682,435) (289,455,382) 300,025,133 (1,112,683)
Ltd. company
Sale of finished 51,270,028 956,585,265 (967,875,480) 39,979,813
Jamuna Oil Company Ltd. products Shareholder
Diessel Purchase - 6,764,580 (6,764,580) -
Payments borne by
MJL Bangladesh 1,448,885,323 110,693,643 (335,155,789) 1,224,423,177
Group
Omera Fuels Ltd. Limited
company
Sale of finished
- 68,640 (68,640) -
products
Supply of plastic
(8,088,560) (96,680,170) 102,089,288 (2,679,442)
can and pails Group
Parkesine Products Ltd.
Sale of finished company
(3,614) 167,591 (170,295) (6,318)
products
Payments borne by
MJL Bangladesh 316,768,599 3,344,328 (319,562,210) 550,717
Limited Subsidiary
Omera Petroleum Limited
Rent Income Company - 8,127,240 (10,878,240) (2,751,000)
Sale of finished
(466) 3,625,577 (4,013,684) (388,573)
products
Payments borne by
MJL Bangladesh 59,582,551 2,365,442 (61,712,502) 235,491
Limited Subsidiary
Omera Cylinders Limited
Rent Income Company - 3,475,274 (4,651,624) (1,176,350)
Sale of finished
- 3,969,832 (3,969,832) -
products
Payments borne by
MJL Bangladesh 18,052,517 5,044,503 (6,632,931) 16,464,088
Limited
Group
Omera Logistics Ltd. Transport Services (1,689,100) (18,293,270) 19,982,370 -
company
Rent Income - 730,800 (730,800) -
Sale of finished
136,922 714,692 (599,735) 251,879
products
Payments borne by
Group
Omera Steels Ltd. MJL Bangladesh 62,411,668 365,000 (62,776,668) -
company
Limited
Sale of finished
5,778,125 67,770,145 (68,062,947) 5,485,323
Clean Fuel Filling Station products Group
Ltd. Payments for fuel company
(86,738) (1,278,694) 1,365,432 -
purchase
Common
Prime Bank Ltd. Rent Income (3,450,000) 4,064,100 (2,684,100) (2,070,000)
Control
Payments for Group
EC Shipping Lines Ltd. 100,000 (903,948) 803,948 -
Chittagong office company
Payments for Group
EC Bulk Carrier Ltd. (25,758,273) 47,382,997 (58,541,837) (36,917,113)
Tanker company
Additives and other
MJL(Singapore)Pte. Ltd. Associate 137,637,198 16,301,793 (28,206,969) 125,732,022
purchase
Rent Income - 6,657,372 (8,616,672) (1,959,300)
Group
Omera Gas One Limited Sale of finished
company - 408,766.00 (408,766.00) -
products
*We purchase main components of raw materials, e.g. base oils, mainly from ExxonMobil(EM). To formulate the lubricants,
we need to purchase other raw materials, e.g. additives from the EM nominated/selected additives manufacturers. The above
Bangladeshi group of companies are only authorized distributors to market those additives in Bangladesh. Also, the packing
materials are specified by EM and we purchase the packing material from the group company in a market competitive price.
**We provide Loans to the group companies to meet their emergency needs and charging interest at a market competitive rate.
Entities they
BOD of MJL Directorship/Sponsorship/Ownership with
Name represent/where they
Bangladesh Ltd. other companies
have interests
Md. Anisur Rahman Chairman Jamuna Oil Company "Titas Gas Transmission & Distribution Co. Ltd.
Ltd. Bangladesh Gas Fields Co. Ltd.
Bangladesh Petroleum Exploration &
Production Co. Ltd. (Bapex)
Padma Oil Company Ltd. (POCL)
Omera Fuels Ltd. (Nominee Director)
Omera Gas One Ltd. (Nominee Director)
Omera Petroleum Ltd. (Nominee Director)
Omera Cylinders Ltd. (Nominee Director)
Karnaphuli Fertilizer Co. Ltd. (KAFCO)
Bangladesh Infrastructure Finance Fund Ltd.
(BIFFL)
Bangladesh Petroleum Institute
Karnphully Gas Distribution Co. Ltd.
Bangladesh Bridge Authority (BBA)
Gas Transmission Company Ltd. (GTCL)
Meghna Petroleum Ltd (MPL) "
Mr. Azam J Chowdhury Managing EC Securities Ltd. "Prime Bank Limited
Director East Coast Shipping Lines Ltd.
East Coast Trading (Pvt.) Ltd.
EC Distribution Ltd.
EC Holdings Ltd.
Bangladesh Trade Syndicate Ltd.
The Consolidated Tea and Lands Company
(Bangladesh) Ltd.
Baraoora (Sylhet) Tea Company Ltd.
Consolidated Tea and Plantation Ltd.
Nordic Woods Ltd.
EC Bulk Carriers Ltd.
Radiant Alliance Ltd..
Clean Fuel Filling Station Ltd.
Omera Petroleum Ltd. (Nominee Director)
Omera Fuels Ltd. (Nominee Director)
Omera Cylinders Ltd. (Nominee Director)
MJL (S) Pte. Ltd. (Nominee Director)"
Mr. Abdul -Muyeed Chowdhury Director EC Securities Ltd. "Tiger Tours Ltd.
Summit Alliance Port Ltd. (Independent
Director)
ACI Formulations Ltd. (Independent Director)
ACI Ltd. (Nominated Director)
National Housing Finance & Investments Ltd
(NHFIL), (Independent Director)
PEB Steel Alliance Ltd (Nominee Director)
Omera Fuels Ltd. (Nominee Director)
Omera Petroleum Ltd. (Nominee Director)
Omera Cylinders Ltd. (Nominee Director)
Omera Chemicals Ltd. (Nominee Director)"
"Omera Fuels Ltd. (Nominee Director)
Jamuna Oil Company Omera Petroleum Ltd. (Nominee Director)
Mr. Md. Gias Uddin Ansary Director
Ltd. Omera Cylinders Ltd. (Nominee Director)"
"Omera Fuels Ltd. (Nominee Director)
Mr. Md. Aminur Rahman Director EC Securities Ltd. Omera Cylinders Ltd. (Nominee Director)"
210 | MJL Bangladesh Limited
Entities they
BOD of MJL Directorship/Sponsorship/Ownership with
Name represent/where they
Bangladesh Ltd. other companies
have interests
"Prime Bank Limited
Parkesine Products Ltd.
East Coast Trading (Pvt.) Ltd.
East Coast Shipping Lines Ltd.
EC Securities Ltd.
EC Distribution Ltd.
Bangladesh Trade Syndicate Ltd.
EC Bulk Carriers Ltd.
Mr. Tanjil Chowdhury Director EC Securities Ltd. Radiant Alliance Ltd.
ASP Omera Crew Management Ltd.
Clean Fuel Filling Station Ltd.
Omera Fuels Ltd. (Nominee Director)
Omera Petroleum Ltd. (Nominee Director)
Omera Cylinders Ltd. (Nominee Director)
Omera Chemicals Ltd. (Nominee Director)
Omera Gas One Ltd. ( (Nominee Director)
MJL (S) Pte. Ltd. (Nominee Director)"
"Operations Director, Policy Research Institute
Independent (PRI) of Bangladesh (Non profit Organisation)
Mr. G.M. khurshid Alam
Director Prime Bank Investment Limited (PBIL)
(Director)"
"Emerging Credit Rating Ltd.
( Managing Director & CEO)
Omera Petroleum Ltd. (Independent Director)
Omera Cylinders Limited (independent Director)
Shasha Denims Ltd.( Independent Director)
Independent Bangladesh Submarine Cable Company
N K A Mobin
Director Limited (Govt. owned) (Independent Director)
Leasing and Financial Services Ltd. (Court
appointed),
Heidelberg Cement Bangladesh Limited
(Independent Director) "
We provide corporate guarantee to the group companies while taking loan from banks to meet their emergency needs.
As per BSEC Notification No. BSEC/CMMRRCD/2006-159/Admin/02-10, these corporate guarantees to the group companies,
need to be approved by the general body of its shareholders. Therefore, disclosed here for the kind attention and approval of the
shareholders along with the financial statements.
Annual Report 2020-21 | 211
41 Blending Fees payable to ExxonMobil: MJL Bangladesh Ltd. has to pay blending fees to ExxonMobil Asia Pacific Pte Ltd.
based on total blended liters during the calendar year. The financial statements are prepared for the fiscal year. The note below
is related to blending fees due for the calendar year 2020 and for the 1st half of 2021 (January - June 2021).
June 2020 Conversion June 2020 June 2021 Conversion June 2021
USD Rate BDT USD Rate BDT
January to June 613,974.34 84.95 52,157,120 799,927.67 84.95 67,953,856
July to December 769,557.55 84.95 65,373,914 - 84.95 -
1,383,531.89 117,531,034 799,927.67 67,953,856
The aging of gross trade receivables as at the statement of financial position date was:
Past due 0-90 days 434,779,158 779,945,652
Past due 91-180 days 15,981,542 77,412,664
Past due 181 -365 days 34,088,524 13,035,235
Past due more than 365 days 288,955 20,083,669
485,138,179 890,477,220
46 Liquidity Risk
Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company's approach
to managing liquidity (cash and cash equivalents) is to ensure, as far as possible, that it will always have sufficient liquidity to meet
its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the company's reputation. Typically, the company ensures that it has sufficient cash and cash equivalents to meet expected
operational expenses, including financial obligations through the preparation of the cash flow forecast, prepared based on the
timeline of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment
within the due date.
The following are the contractual maturities of financial liabilities of the company:
1 year or less
Contractual cash More than 1 year
As of 30 June 2021 BDT
flows BDT BDT
47 Market risk
Market risk is the risk that any change in market prices, such as foreign exchange rates and interest rates will affect the
company’s income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters.
a) Currency risk
The company is exposed to currency risk on payment for the import of raw materials, finished goods, and blending fee to
ExxonMobil and repayments relating to borrowings incurred in foreign currencies. All of the company’s foreign currency
transactions are denominated in USD.
Exposure to currency risk
The company's exposure to foreign currency risk was as follows based on notional amounts:
48 Reconciliation of consolidated net profit with cash flows from operating activities:
Jul’20-Jun’21 Jul’19-Jun’20
BDT BDT
Jul’20-Jun’21 Jul’19-Jun’20
BDT BDT
June 2021
BDT
Company Particulars Ref Amount in BDT Rate
Profit Before Tax 2,738,492,647
Total Tax Expense (A) 591,980,225 21.62%
Adjustment (B): 24,180,620 0.88%
Deferred tax 111,664,352 4.08%
MJL Bangladesh Taxable perquisites u/s 30(e) (17,302,276) (3,893,012) -0.14%
Limited Temporary differences (391,116,822) (88,001,285) -3.21%
Export income exemption 11,776,500 2,649,712 0.10%
Exemption for other items 7,423,672 1,670,326 0.06%
Dividend Income-Rate Adjustment 3,621,065 90,527 0.00%
Standard Corporate Tax (A+B) 616,160,845 22.50%
Gross Receipt 13,198,823,687
Total Tax Expense (A) 165,925,189 1.26%
Omera Adjustment (B): (86,732,247) -0.66%
Petroleum
Limited Deferred tax (81,664,390) -0.62%
Taxable perquisites u/s 30(e) 16,892,857 (5,067,857) -0.04%
Standard Corporate Tax (A+B)* 79,192,942 0.60%
Gross Receipt 799,171,181
Total Tax Expense (A) 33,803,982 4.23%
Omera Cylinders
Adjustment (B): (29,008,955) -3.63%
Limited
Deferred tax (29,008,955) -3.63%
Standard Corporate Tax (A+B)* 4,795,027 0.60%
* Tax on Gross Receipt
216 | MJL Bangladesh Limited
June 2020
BDT
Company Particulars Ref Amount in BDT Rate
Profit Before Tax 2,068,556,574
Total Tax Expense (A) 526,051,962 25.43%
Adjustment (B): (8,566,117) -0.41%
Deferred tax 21,503,555 1.04%
MJL Bangladesh
Taxable perquisites u/s 30(e) (18,205,086) (4,551,272) -0.22%
Limited
Temporary differences (116,983,148) (29,245,787) -1.41%
Export income exemption 8,436,183 2,109,046 0.10%
Exemption for other items 6,473,364 1,618,341 0.08%
Standard Corporate Tax (A+B) 517,485,845 25.02%
Gross Receipt 11,235,353,556
Total Tax Expense (A) 196,573,715 1.75%
Omera Adjustment (B): (129,161,594) -1.15%
Petroleum
Limited Deferred tax (124,380,683) -1.11%
Taxable perquisites u/s 30(e) (14,710,497) (4,780,911) -0.04%
Standard Corporate Tax (A+B)* 67,412,121 0.60%
Gross Receipt 1,150,714,298
Total Tax Expense (A) 28,040,128 2.44%
Omera Cylinders
Adjustment (B): (21,135,843) -1.84%
Limited
Deferred tax (21,135,843) -1.84%
Standard Corporate Tax (A+B)* 6,904,286 0.60%
* Tax on Gross Receipt
51 Unpaid dividend
Div Payable-Equity Share upto 2010 5,238,375 5,271,450
Div Payable-Equity Share-2011 4,293,043 4,426,081
Dividend Payable - 2012 4,721,964 4,850,111
Dividend Payable - 2013 4,857,749 4,986,679
Dividend Payable - 2014 3,472,960 3,495,835
Dividend Payable - 2015 8,605,775 9,167,412
Dividend Payable - 2016-17 4,581,889 4,948,397
Dividend Payable - 2017-18 4,860,056 5,191,116
Dividend Payable - 2018-19 6,307,203 7,304,632
Dividend Payable - 2019-20 7,741,674 -
54,680,687 49,641,711
Amount in Taka
Cost Depreciation
(Disposal)/ Written Down
Name of assets (Disposal)/ Value as at 30
Balance as at 01 Addition during Balance as at Balance as at 01 Charged during (Reclassification) Balance as at 30
(Reclassification) June 2021
July 2020 the year 30 June 2021 July 2020 the year during the June 2021
during the period
period
Total as of 30 June 2020 25,195,390,512 776,769,623 (18,403,602) 25,900,824,386 4,674,980,439 1,623,739,212 (1,672,910) 6,271,652,873 19,629,171,514
Annual Report 2020-21
| 217
MJL Bangladesh Limited Annexure- A
Schedule of Property, Plant & Equipments
218 |
As of 30 June 2021
Amount in Taka
Cost Depreciation
(Disposal)/ Written Down
Name of assets (Disposal)/ Value as at 30
Balance as at 01 Addition during Balance as at Balance as at 01 Charged during (Reclassification) Balance as at 30
(Reclassification)
MJL Bangladesh Limited
July 2020 the year 30 June 2021 July 2020 the year during the June 2021 June 2021
during the period
period
Total as of 30 June 2020 8,339,484,106 78,226,632 (18,320,661) 8,399,390,077 1,879,225,504 543,898,075 (1,634,030) 2,421,489,548 5,977,900,529
MJL Bangladesh Limited Annexure-B
Consolidated Schedule of Intangible Assets
As of 30 June 2021
Amount in Taka
Cost Depreciation/Amortization
Written down
Adjustment/ Adjustment/ value as of 30
Name of assets Balance as of 01 Addition during Balance as of Balance as of 01 Charged during Balance as of 30
(Disposal) during (Disposal) during June 2021
July 2020 the year 30 Jun 2021 July 2020 the year Jun 2021
the year the year
Intangible Assets
Software 31,664,200 2,674,219 (1,340,000) 32,998,419 30,796,892 640,256 (1,339,999) 30,097,149 2,901,270
Total Intangible Assets 31,664,200 2,674,219 (1,340,000) 32,998,419 30,796,892 640,256 (1,339,999) 30,097,149 2,901,270
Total as of 30 June 2021 31,664,200 2,674,219 (1,340,000) 32,998,419 30,796,892 640,256 (1,339,999) 30,097,149 2,901,270
Total as of 30 June 2020 31,259,105 905,095 500,000 31,664,200 30,136,129 1,160,762 (499,999) 30,796,892 867,308
Intangible Assets
Software 11,682,639 2,304,219 (1,340,000) 12,646,858 11,013,164 417,595 (1,339,999) 10,090,760 2,556,098
Total Intangible Assets 11,682,639 2,304,219 (1,340,000) 12,646,858 11,013,164 417,595 (1,339,999) 10,090,760 2,556,098
Total as of 30 June 2021 11,682,639 2,304,219 (1,340,000) 12,646,858 11,013,164 417,595 (1,339,999) 10,090,760 2,556,098
Total as of 30 June 2020 11,438,794 743,845 (500,000) 11,682,639 11,318,316 194,848 (499,999) 11,013,164 669,475
Annual Report 2020-21
| 219
MJL Bangladesh Limited Annexure-C
Consolidated Schedule of Right of Use Assets
220 |
As of 30 June 2021
Amount in Taka
Cost Depreciation/Amortization
Written Down
Name of assets Adjustment/ Adjustment/ Value as at 30
Balance as of 01 Addition during Balance as of Balance as of 01 Charged during Balance as of 30
(Disposal) (Disposal) during June 2021
July 2020 the year 30 Jun 2021 July 2020 the year Jun 2021
during the year the year
MJL Bangladesh Limited
Investment Property
Mobil House, CTG 17,958,664 - - 17,958,664 1,272,072 628,553 - 1,900,625 16,058,038
Mobil House, DHK - 136,836,076 - 136,836,076 - 1,363,192 - 1,363,192 135,472,884
Total as of 30 June 2021 17,958,664 136,836,076 - 154,794,740 1,272,072 1,991,746 - 3,263,818 151,530,923
Total as of 30 June 2020 - 17,958,664 - 17,958,664 - 1,272,072 - 1,272,072 16,686,592
Investment Property
Mobil House, CTG 17,958,664 - - 17,958,664 1,272,072 628,553 - 1,900,625 16,058,038
Mobil House, DHK - 136,836,076 136,836,076 - 1,363,192 - 1,363,192 135,472,884
Total as of 30 June 2021 17,958,664 136,836,076 - 154,794,740 1,272,072 1,991,746 - 3,263,818 151,530,923
Total as of 30 June 2020 - 17,958,664 - 17,958,664 - 1,272,072 - 1,272,072 16,686,592
Annual Report 2020-21
| 221
222 | MJL Bangladesh Limited
Dear Shareholders, & Environment Team) to avoid any kinds of accidental fire
hazards.
I am privileged to have the opportunity to present overall
operation and financial performance of Omera Petroleum Being a socially responsible company, OPL is always
Limited (OPL) along with the Statement of Financial involved in CSR activities. In financial year 2019-20, OPL
Position, Profit or Loss and Other Comprehensive income,
has donated PPEs to National Central Jail to ensure safety
Changes in Equity and Cash Flows and a summary of
against Covid-19 pandemic. Not only that, OPL has
significant accounting policies and other explanatory
devised a financial support plan for the Omera distributors
information for the year ended on 30 June 2021 at the
Annual General Meeting. to assuage the harrowing experience of Covid-19 in case
they (Distributors’) are affected with corona virus. In the
1. Operation past, OPL also donated financial support to “Upalabdhi”
an organization create awareness among young girls
Omera Petroleum Limited, a subsidiary of MJL Bangladesh against human trafficking. In recent days Omera LPG
Limited, came into existence in the year 2015 by partnering is planning to provide health insurance to their beloved
with BB energy and Dutch Development Bank FMO to distributors, so that distributors can ensure a healthy life
deliver finest LPG solution in Bangladesh with utmost
while sustaining business growth.
commitment of quality, availability & safety of LPG product.
OPL’s triumph in the LPG industry is not a short story.
By utilizing state of the art technologies, Omera LPG is
Visionary thinking of the leaders and ardent passion of the
focused to bolster LPG industry of Bangladesh. Omera
employees are the key factors of Omera LPG’s success.
has one LPG import terminal in Mongla, three LPG satellite
plants in Mirsharai, Ghorashal, Bogura. OPL operates 3 self- OPL, as a proud member of the WLPGA and LPG
propelled LPG carrying barges namely “Omera Princess’’, Operator Association of Bangladesh (LOAB), considers it
“Omera Glory” and “Omera King”- built on European & a responsibility to set a benchmark for the best practices
Japanese technologies. Moreover, OPL utilizes total 37 in LPG industry. As recognition, OPL has been awarded
modern road tankers to move the LPG product from Mongla as “The Best LPG Operator in Private Sector - 2018” at
to its three satellite plants. These strategically located plants the inauguration ceremony of “Energy & Power Week
combine with efficient transportation system enables OPL 2018”.
to serve Bangladesh LPG industry with competitive edge.
We hope that Omera LPG will beget new success stories
Safety has always been the prime concern for OPL. in its future endeavor through sustainable development
Omera nurtures well trained “SHE Team” (Safety health and arduous contribution from our end.
2. Financial Position
The Financial Status during the year ended 30 June is stated below:
3. Shareholdings:
The present shareholding pattern of the company is as follows:
4. Board of Directors:
The following persons are the members of the Board of Directors of the Company:
Name Designation
Director
Mr. Md. Anisur Rahman
(Nominated by MJL Bangladesh Limited)
Director
Mr. Azam J Chowdhury
(Nominated by MJL Bangladesh Limited)
Director
Mr. Abdul-Muyeed Chowdhury
(Nominated by MJL Bangladesh Limited)
Director
Mr. Tanjil Chowdhury
(Nominated by MJL Bangladesh Limited)
Director
Mr. Md. Gias Uddin Ansary
(Nominated by MJL Bangladesh Limited)
Director
Mr. Bahaeddine Mohamed Aboul Nasr Bassatne
(Nominated by BB Energy (Asia) Pte. Ltd.)
Director
Mr. Raed Abul Nasr Bassatne
(Nominated by BB Energy (Asia) Pte. Ltd.)
Director
Mr. Richard Varbove (Nominated by Nederlandse Financierings-
Maatschappijvoor Ontwikkelingslanden N.V. (FMO))
Prof. Dr. Mohammad Tamim Independent Director
Independent Auditor's
Report
To the Shareholders of Omera Petroleum Limited
Report on the Audit of the Financial to the Financial Statements. Had these provisions been
Statements made in the accounts, the net profit before tax up to the
year ended 30 June 2021 would have been decreased by
Qualified Opinion Tk. 142,228,430.
We have audited the financial statements of Omera
Petroleum Limited (the Company) which comprise the We conducted our audit in accordance with International
Standards on Auditing (ISAs). Our responsibilities under
statement of financial position as at 30 June 2021, and
those standards are further described in the Auditor’s
the statement of profit or loss and other comprehensive
responsibilities for the audit of the financial statements
income, statement of changes in equity and statement
section of our report. We are independent of the
of cash flows for the year then ended, and notes to the
Company in accordance with the International Ethics
financial statements, including a summary of significant
Standards Board for Accountants’ Code of Ethics for
accounting policies and other explanatory information.
Professional Accountants (IESBA Code) together with
the ethical requirements that are relevant to our audit
In our opinion, except for the effects of the matter
of the financial statements in Bangladesh, and we have
described in the Basis for Qualified Opinion section of
fulfilled our other ethical responsibilities in accordance
our report, the accompanying financial statements give
with these requirements and the IESBA Code. We believe
true and fair view, in all material respects, of the financial
that the audit evidence we have obtained is sufficient and
position of the Company as at 30 June 2021, and of its
appropriate to provide a basis for our qualified opinion.
financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Key Audit Matters (KAM)
Standards (IFRSs).
Key audit matters are those matters that, in our professional
judgment, were of most significance in the audit of the
Basis for Qualified Opinion
financial statements for the year ended 30 June 2021.
The Bangladesh Labour (Amendments) Act 2013 has been These matters were addressed in the context of the audit
enacted in July 2013 which requires 5% of the Company’s of the financial statements, and in forming the auditor’s
profits to be distributed each year to a Workers’ Profit opinion thereon, and we do not provide a separate opinion
Participation Fund (WPPF). The Company has not made on these matters. For each matter below, our description
WPPF provision as per said Labour Act requirements. of how our audit addressed the matter is provided in that
Management disclosure on the issue is given in Note-3.15 context.
Annual Report 2020-21 | 227
Sl. No. Key Audit Matter How our audit addressed the key audit matter
1 Revenue recognition (Refer to Note 3.7 (accounting policy) and note 26 to these Financial Statements)
The Company recognizes revenue when control of the Our audit procedures included the following:
goods is transferred to the customer at an amount that
reflects the net consideration, which the Company 1) We read the Company’s revenue recognition
expects to receive for those goods from customers. policy and assessed its compliance in terms
In determining the sales price, the Company considers of IFRS 15 ‘Revenue from contracts with
the effect of rebates and discounts and incentives customers’;
(variable consideration). During the year ended 30
June 2021, the Company has recognised revenues of 2) Performed sample tests of individual sales
BDT 11,848,599,105. transactions and traced to sales invoices, sales
orders and other related documents. In respect
The terms of sales agreements, including the timing of the samples selected, we tested recognition
of transfer of control, based on the terms of relevant of revenue based on underlying sales invoices,
contract and nature of discount, rebates and incentive sales orders and other related documents;
arrangements, create complexities that requires
judgement in determining sales revenues. 3) We selected a sample of invoices on which
rebates and discounts were given and obtained
Considering the above factors and the risk associated the rebates and discount schemes approved by
with revenue recognition, we have determined the the management. We noted the accounting of
same to be a key audit matter. rebates and discounts by the Company for the
selected sample;
As part of an audit in accordance with ISAs, we exercise We communicate with those charged with governance
professional judgment and maintain professional regarding, among other matters, the planned scope
scepticism throughout the audit. We also: and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
Identify and assess the risks of material misstatement that we identify during our audit. We also provide
of the financial statements, whether due to fraud those charged with governance with a statement that
or error, design and perform audit procedures we have complied with relevant ethical requirements
responsive to those risks, and obtain audit evidence regarding independence, and to communicate with them
Annual Report 2020-21 | 229
all relationships and other matters that may reasonably Securities and Exchange Rules 1987, we also report the
be thought to bear on our independence, and where following:
applicable, related safeguards.
i) we have obtained all the information and
From the matters communicated with those charged with explanations which to the best of our knowledge
governance, we determine those matters that were of and belief were necessary for the purposes of our
most significance in the audit of the financial statements audit and made due verification thereof;
of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report ii) in our opinion, proper books of account as required
unless law or regulation precludes public disclosure about by law have been kept by the Company so far as it
the matter or when, in extremely rare circumstances, we appeared from our examination of these books;
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
iii) the statement of financial position and statement of
interest benefits of such communication.
profit or loss and other comprehensive income dealt
with by the report are in agreement with the books
Report on other legal and regulatory of account and returns; and
requirements
In accordance with the Companies Act 1994 and the iv) the expenditure incurred was for the purposes of the
Company’s business.
DVC: 2109230950AS931028
Dated, Dhaka
21 September 2021
230 | MJL Bangladesh Limited
30 June
Notes 2021 2020
BDT BDT
ASSETS
Non-current assets
Property, plant and equipment 4 12,590,415,601 12,759,076,072
Intangible assets 5 30,520 197,833
Right-of-use assets 6 148,756,479 32,871,634
Capital work-in-progress 7 70,130,082 6,316,098
Investment in shares 8 195,518,529 176,797,798
Total non-current assets 13,004,851,211 12,975,259,435
Current assets
Advances, deposits and prepayments 9 1,072,103,096 899,749,214
Inventories 10 814,200,094 542,302,256
Trade and other receivables 11 99,853,525 134,555,341
Cash and cash equivalents 12 71,356,521 (860,306,773)
Total current assets 2,057,513,236 716,300,038
TOTAL ASSETS 15,062,364,447 13,691,559,473
Equity
Share capital 13 2,219,833,330 2,219,833,330
Share premium 14 1,268,950,000 1,268,950,000
Retained earnings 15 1,447,688,049 1,147,544,513
Total equity 4,936,471,379 4,636,327,843
Liabilities
Non-current liabilities
Long term debt - net off current maturity 16 1,486,625,000 764,550,000
Security deposit from distributors 17 1,691,774,127 2,230,695,426
Lease obligation - net off current maturity 18 132,367,478 16,554,663
#REF! 19 652,172,006 570,507,616
Total non-current liabilities 3,962,938,611 3,582,307,705
Current liabilities
Lease obligation - current maturity 18 6,794,216 1,909,372
#REF! 20 988,902,395 732,618,959
Short term loan 21 3,970,620,656 3,722,202,226
#REF! 22 764,550,000 339,800,000
Accrued interest 23 31,962,229 48,572,795
Other liabilities 24 140,855,524 452,811,935
Provision for income tax 25 259,269,437 175,008,638
Total current liabilities 6,162,954,457 5,472,923,925
Total liabilities 10,125,893,068 9,055,231,630
TOTAL EQUITY AND LIABILITIES 15,062,364,447 13,691,559,473
Net Asset Value (NAV) per share 32 22.24 20.89
Signed in terms of our report of even date annexed Chief Executive Officer
A. Qasem & Co.
Chartered Accountants
RJSC Firm Registration No.: PF 1015
Director
30 June
Notes 2021 2020
BDT BDT
Signed in terms of our report of even date annexed Chief Executive Officer
A. Qasem & Co.
Chartered Accountants
RJSC Firm Registration No.: PF 1015
Director
Note 13 14 15
30 June
Notes 2021 2020
BDT BDT
2. Financial Position:
The Financial Status during the year ended on 30 June of 2021 and 2020:
Particulars 2021 2020
3. Shareholdings:
The present shareholding pattern of the company is as follows:
Name of the Shareholders No of Share % of Holding
MJL Bangladesh Limited 111,817,683 99.97764
EC Bulk Carriers Limited 5,000 0.00447
Nordic Woods Limited 5,000 0.00447
Radiant Alliance Limited 5,000 0.00447
EC Holdings Limited 5,000 0.00447
Parkesine Products Limited 5,000 0.00447
Omera Petroleum Limited 1 0.000001
4. Board of Directors:
The members of the Board of Directors of the Company include:
Name Designation
Director
Mr. Azam J Chowdhury
(Nominated by MJL Bangladesh Limited)
Director
Mr. Abdul-Muyeed Chowdhury
(Nominated by MJL Bangladesh Limited)
Director
Mr. Md. Aminur Rahman
(Nominated by MJL Bangladesh Limited)
Director
Mr. Md. Gias Uddin Ansary
(Nominated by MJL Bangladesh Limited)
Director
Mr. Tanjil Chowdhury
(Nominated by EC Holding Limited)
Director
Mr. Md. Anisur Rahman
(Nominated by MJL Bangladesh Limited)
Prof. Dr. Mohammad Tamim Independent Director
Independent Auditor's
Report
To the Shareholders of Omera Cylinders Ltd.
Report on the Audit of the Financial requirements and IESBA Code. We believe that the audit
Statements evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Opinion
We have audited the financial statements of Omera Matter of Emphasis
Cylinders Ltd. (“the Company”), which comprise the We draw attention to Note 3.5.2 to the financial
statement of financial position as at June 30, 2021 and statements which states that the company took a
the statement of profit or loss and other comprehensive legal opinion as to the applicability of Workers’ Profit
income, statement of changes in equity and statement Participation Fund (WPPF) for the company. Considering
of cash flows for the year then ended, and notes to the the legal opinion, the company did not create provision
financial statements, including a summary of significant for Workers’ Profit Participation Fund and Workers’
accounting policies. Welfare Fund in accordance with the Bangladesh Labour
In our opinion, the accompanying financial statements (Amendment) Act, 2013, chapter XV, section 232. Our
opinion is not modified in respect the matter emphasized.
give a true and fair view of the financial position of
the Company as at June 30, 2021, and of its financial Responsibilities of Management and Those
performance and its cash flows for the year then ended Charged with Governance for the Financial
in accordance with International Financial Reporting Statements
Standards (IFRSs).
Management is responsible for the preparation of
Basis for Opinion financial statements that give a true and fair view in
accordance with IFRSs, and for such internal control
We conducted our audit in accordance with International
as management determines is necessary to enable the
Standards on Auditing (ISAs). Our responsibilities
preparation of financial statements that are free from
under those standards are further described in the
material misstatement, whether due to fraud or error.
Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent In preparing the financial statements, management
of the Company in accordance with the International is responsible for assessing the Company’s ability to
Ethics standards Board for Accountants’ Code of Ethics continue as a going concern, disclosing, as applicable,
for professional Accountants (IESBA) together with the matters related to going concern and using the going
ethical requirements that are relevant to our audit of the concern basis of accounting unless management either
financial statements in Bangladesh, and we have fulfilled intends to liquidate the Company or to cease operations,
our other ethical responsibilities in accordance with these or has no realistic alternative but to do so.
Annual Report 2020-21 | 239
Those charged with governance are responsible for Conclude on the appropriateness of management’s
overseeing the Company’s financial reporting process. use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
Auditor’s Responsibilities for the Audit of a material uncertainty exists related to events or
the Financial Statements conditions that may cast significant doubt on the
Our objectives are to obtain reasonable assurance about Company’s ability to continue as a going concern. If
whether the financial statements as a whole are free from we conclude that a material uncertainty exists, we
material misstatement, whether due to fraud or error, are required to draw attention in our auditor’s report
to the related disclosures in the financial statements
and to issue an auditor’s report that includes our opinion.
or, if such disclosures are inadequate, to modify our
Reasonable assurance is a high level of assurance, but is
opinion. Our conclusions are based on the audit
not a guarantee that an audit conducted in accordance
evidence obtained up to the date of our auditor’s
with ISAs will always detect a material misstatement
report. However, future events or conditions may
when it exists. Misstatements can arise from fraud or
cause the Company to cease to continue as a going
error and are considered material if, individually or in
concern.
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the Evaluate the overall presentation, structure and
basis of these financial statements. content of the financial statements, including the
disclosures, and whether the financial statements
As part of an audit in accordance with ISAs, we exercise
represent the underlying transactions and events in
professional judgment and maintain professional a manner that achieves fair presentation.
skepticism throughout the audit. We also:
We communicate with those charged with governance
Identify and assess the risks of material misstatement regarding, among other matters, the planned scope and
of the financial statements, whether due to fraud timing of the audit and significant audit findings, including
or error, design and perform audit procedures any significant deficiencies in internal control that we
responsive to those risks, and obtain audit evidence identify during our audit.
that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a We also provide those charged with governance with
material misstatement resulting from fraud is higher a statement that we have complied with relevant
than for one resulting from error, as fraud may ethical requirements regarding independence, and to
involve collusion, forgery, intentional omissions, communicate with them all relationships and other
misrepresentations, or the override of internal matters that may reasonably be thought to bear on our
control. independence, and where applicable, related safeguards.
Evaluate the appropriateness of accounting policies Our opinion on the financial statements does not cover
used and the reasonableness of accounting estimates the other information and we do not express any form of
and related disclosures made by management. assurance conclusion thereon.
240 | MJL Bangladesh Limited
In connection with our audit of the financial statements, Report on Other Legal and Regulatory
our responsibility is to read the other information Requirements
identified above when it becomes available and, in
In accordance with the Companies Act, 1994, we also
doing so, consider whether the other information is
report the following:
materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise a) we have obtained all the information and explanation
appears to be materially misstated. If, based on the work which to the best of our knowledge and belief were
we have performed, we conclude that there is a material necessary for the purpose of our audit;
misstatement of this other information, we are required
to report that fact. We have nothing to report in this b) in our opinion, proper books of account as required
regard. by law have been kept by the Company so far as it
appeared from our examination of those books; and
Amount in Taka
Notes
2021 2020
ASSETS
Non-current assets
Property, plant & equipments 4 824,781,077 892,194,911
Intangible Assets 5 314,652 -
Right-of-use assets 6 51,344,809 -
Capital work in progress 7 58,548,849 27,695,518
Total non-current assets 934,989,388 919,890,429
Current assets
Inventories 10 637,064,202 362,609,749
Trade and other receivables 11 14,759,138 146,563,734
Advances, deposits and prepayments 12 317,481,331 254,990,021
Cash and cash equivalents 13 33,162,556 81,151,384
Total current assets 1,002,467,227 845,314,889
Total assets 1,937,456,615 1,765,205,318
LIABILITIES
Non-Current Liabilities
Deferred tax liability 8 71,800,589 42,791,634
Finance Lease obligation - net off current maturity 9 49,653,694 -
121,454,283 42,791,634
Current liabilities
Trade and other payables 16 26,581,532 87,102,919
Short term loan 17 509,053,308 407,648,607
Accrued interest payables 18 1,731,701 6,190,305
Other Liabilities 19 6,870,000 4,436,389
Finance lease obligation- current maturity 9 2,774,086 -
Income tax provision 20 22,380,486 17,585,458
Total current liabilities 569,391,112 522,963,678
Total liabilities 690,845,396 565,755,312
Total equity and liabilities 1,937,456,615 1,765,205,318
The accompanying notes 1-27 form an integral part of these financial statements.
Amount in Taka
Notes
2021 2020
The accompanying notes form 1-27 an integral part of these financial statements.
Amount in Tk
2021 2020
4.4 Disclosure of the identification of risks the company is exposed to both internally & externally
4.5 Disclosure of the strategies adopted to manage and mitigate the risks
5. ETHICS AND COMPLIANCE
Disclosure of statement of ethics and values, covering basic principles such as integrity, conflict of interest,
5.1
compliance with laws and regulations etc..
Dissemination / communication of the statement of ethics & business practices to all directors and employees and
5.2
their acknowledgement of the same 13-14
5.3 Board’s statement on its commitment to establishing high level of ethics and compliance within the organization
Establishing effective anti-fraud programs and controls, including effective protection of whistle blowers,
5.4
establishing a hot line reporting of irregularities etc.
6. REMUNERATION COMMITTEE
6.1 Disclosure of the charter (role and responsibilities) of the committee
Disclosure of the composition of the committee (majority of the committee should be non-executive directors, but
6.2
should also include some executive directors) 136
6.3 Disclosure of key policies with regard to remuneration of directors, senior management and employees
6.4 Disclosure of number of meetings and work performed
6.5 Disclosure of remuneration of directors, chairman, chief executive and senior executives. 206,211
7. HUMAN CAPITAL
Disclosure of general description of the policies and practices codified and adopted by the company with respect
to Human Resource Development and Management, including succession planning, merit based recruitment,
7.1 68-69
performance appraisal system, promotion and reward and motivation, training and development, grievance
management and counseling.
7.2 Organizational Chart 33
8. COMMUNICATION TO SHAREHOLDERS & STAKEHOLDERS
Disclosure of the Company's policy / strategy to facilitate effective communication with shareholders and other
8.1
stake holders
159
Disclosure of company’s policy on ensuring participation of shareholders in the Annual General Meeting and
8.2
providing reasonable opportunity for the shareholder participation in the AGM.
9. ENVIRONMENTAL AND SOCIAL OBLIGATIONS
Disclosure of general description of the company's policies and practices relating to social and environmental
9.1
responsibility of the entity 98-102
9.2 Disclosure of specific activities undertaken by the entity in pursuance of these policies and practices
Annual Report 2020-21 | 247
Capitals
An integrated report needs to provide insight about the resources and the relationships used
68-81
and affected by the organization, which are referred to collectively as the capitals and how the
organization interacts with the capitals to create value over the short, medium and long term
An integrated report need to identify the various forms of capitals which are essential for the success of
its business operations.
Eg: financial, manufactured, intellectual , human, social and relationship,and natural,
However an entity can do its own classification of capitals based on its business activities. An entity
needs to ensure that it does not overlook a capital that it uses or affects.
Inputs
An integrated report shows how key inputs relate to the capitals on which the organization depends,
or that provide a source of differentiation for the organization, to the extent they are material to
understanding the robustness and resilience of the business model.
Business activities
An integrated report describes key business activities. This can include:
• How the organization differentiates itself in the market place (e.g., through product differentiation,
market segmentation, delivery channels and marketing)
• The extent to which the business model relies on revenue generation after the initial point of
sale (e.g., extended warranty arrangements or network usage charges)
• How the organization approaches the need to innovate
• How the business model has been designed to adapt to change.
When material, an integrated report discusses the contribution made to the organization’s long term
success by initiatives such as process improvement, employee training and relationships management.
Outputs
An integrated report identifies an organization’s key products and services. There might be other
outputs, such as by-products and waste (including emissions), that need to be discussed within the
business model disclosure depending on their materiality.
Outcomes
An integrated report describes key outcomes, including:
• Both internal outcomes (e.g., employee morale, organizational reputation, revenue and cash
flows) and external outcomes (e.g., customer satisfaction, tax payments, brand loyalty, and social
and environmental effects) 62-63, 68-81
• Both positive outcomes (i.e., those that result in a net increase in the capitals and thereby create
value) and negative outcomes (i.e., those that result in a net decrease in the capitals and thereby
diminish value).
Organizations with multiple business models
Some organizations employ more than one business model (e.g., when operating in different market
segments). This requires a distinct consideration of each material business model as well as
commentary on the extent of connectivity between the business models (such as the existence of
synergistic benefits)
Annual Report 2020-21 | 249
• The linkage between the organization’s strategy and resource allocation plans, and the
information covered by other Content Elements, including how its strategy and resource allocation 60-65
plans:
• relate to the organization’s business model, and what changes to that business model might be
necessary to implement chosen strategies to provide an understanding of the organization’s
ability to adapt to change
• are influenced by/respond to the external environment and the identified risks and opportunities
affect the capitals, and the risk management arrangements related to those capitals
• What differentiates the organization to give it competitive advantage and enable it to create value,
such as:
• the role of innovation
• how the organization develops and exploits intellectual capital
• the extent to which environmental and social considerations have been embedded into th
organization’s strategy to give it a competitive advantage
• Key features and findings of stakeholder engagement that were used in formulating its strategy and
resource allocation plans.
250 | MJL Bangladesh Limited
3.5 Materiality
An integrated report should disclose information about matters that substantively affect the Qualitative
organization’s ability to create value over the short, medium and long term
3.6 Assurance on the Report
• The policy and practice relating to seeking assurance on the report,
• The nature and scope of assurance provided for this particular report 8-10
• Any qualifications arising from the assurance, and the nature of the relationship between the
organization and the assurance providers
252 | MJL Bangladesh Limited
ADDITIONAL DISCLOSURES
• Sustainability Development Reporting 98-102
• Business Model 62
• Strategy
• Corporate Governance Certificate 138
• Geographical Presence
MJL Bangladesh Limited
Mobil House, CWS(A) 13/A, Gulshan Avenue, Bir Uttam Mir Shawkat Sarak, Dhaka-1212, Bangladesh
Tel: +88 (02) 58815895, 58815828, 58815829, 58813661, Fax: +88 (02) 9885271,9885269
Share Department: House 73, Block-K, Suhrawardy Avenue, Baridhara, Dhaka-1212.
ATTENDANCE SLIP
I/We do hereby record my/our attendance at the 23rd Annual General Meeting of the Company to be held on
December 15, 2021 at 11:00 AM through digital platform.
Proxy Form
I/We, ........................................................................................................................................................................................................................
of .............................................................................................................................................................................................................................
being a member of MJL Bangladesh Ltd., do hereby appoint Mr./Mrs./Ms. .......................................................................................... ...................
..............................................................................................................................................................................................................
of..............................................................................................................................................................................................................................
as my/our proxy to attend and vote in my/our behalf at the 23rd Annual General Meeting of the company to be held on
December 15, 2021 at 11:00 AM through digital platform.
Revenue
---------------------------------- ----------------------------
(Signature of Proxy) Stamp of
(Signature of Shareholder)
Tk.20.00
BO ID No. BO ID No.
................................................................ .............................................................
(Authorized Signature) (Signature Verified)
MJL Bangladesh Limited
256 | MJL Bangladesh Limited
Annual Report 2020-21 | 257
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260 | MJL Bangladesh Limited
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