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Annual Report 2020-21 | 1

I extend a warm welcome to you to MJL Bangladesh Limited’s Annual


Report for the year 2020-21.

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.

KEY TOPICS COVERED IN


THIS REPORT
INTRODUCTION

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

Performance overview by Head of


56
Finance & Planning
Our governance Audited financial Market drivers influencing our business 60
culture and information Our business model 62
practices Addressing key stakeholder interests 64
FOSTERING RESILIENCE THROUGH
KEY VALUE DRIVERS
QUALITY GOVERNANCE
Our human resources 68 A framework of trust through governance 110
Our operations & assets 70 Dividend distribution policy 119
Marketing and sales 74 Summarized statement of unpaid or
Information technology 79 121
unclaimed dividend
Enterprise risk management 82 Committees 122
Directors’ report to the shareholders 124
Report of audit committee 134
GROUP COMPANIES
Statement on nomination and
136
remuneration committee
Omera Petroleum Limited 86 Report on financial statements by CEO
Omera Cylinders Limited 91 137
and Head of Finance & Planning
Omera Gas One Limited 93 Compliance report on BSEC’s notification 138
Communication to shareholders and
159
stakeholders
SUSTAINABILITY REPORT Useful investor information 160
Redressal of investor complaints 162
Our citizenship initiatives 98 Event highlights 163
Embedding ESG principles in our business 100
Our contribution to national economy 102

FINANCIAL STATEMENTS OF MJLBL


DRIVING PERFORMANCE IN
CHALLENGING TIMES Independent Auditor’s Report 168
Audited Financial Statements 173
Historical financial data 104
Value-added statement 105
Market value-added statement 106 FINANCIAL STATEMENTS OF
Economic value-added statement 107 OMERA PETROLEUM LIMITED
Report from the CEO 224
Audited Financial Statements 226

FINANCIAL STATEMENTS OF
OMERA CYLINDERS LIMITED
Report from the CEO 236
Audited Financial Statements 238
4 | MJL Bangladesh Limited

MJL Bangladesh Limited


Mobil House, CWS (A) 13/A, Gulshan Avenue, Bir Uttam Mir Shawkat Sarak, Dhaka-1212

NOTICE OF THE 23rd ANNUAL GENERAL MEETING

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:

1. Submission of the Minutes of 22nd Annual General Meeting for information.

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.

4. To elect/re-elect Directors of the company.

5. To approve appointment of Independent Director.

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.

By order of the Board,

Md. Rokibul Kabir


Date: November 23, 2021 Company Secretary

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.

b) Soft Copy (in Excel Format): Email to: jasim.uddin@mobilbd.com.

•• 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.

As per directive of Bangladesh Securities and Exchange Commission’s Circular No.SEC/CMRRCD/2009-193/154


dated October 24, 2013 ‘no benefit in cash or kind, other than in the form of cash dividend or stock dividend, shall
be paid to the holders of equity securities’.
6 | MJL Bangladesh Limited

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 :

Annual Report for the period ended 30 June 2021

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,

Md. Rokibul Kabir


Company Secretary
Annual Report 2020-21 | 7

Performance You Can Trust


At MJL Bangladesh Limited, we are committed to our purpose of bringing affordable
and accessible energy to all, thus strengthening the foundations of inclusive and
sustainable growth.

As the exclusive licensee of manufacturing and distributing


Mobil products in Bangladesh, we offer one of the industry’s
Fast Facts widest portfolio of high-performance lubrication and
maintenance products. Working closely with customers,
1998 we intimately understand how high-quality lubricants
can have an impact in keeping factories and
Year of business establishment
industrial establishments running and in promising

280+ peak condition of automobile and two-wheeler


engines and other engineering components and
Product SKUs under Mobil and moving parts. Our experience and expertise in
Omera Lubricating Oil & Greases product development ensures that our advanced
technology keeps equipment maintained to the
3 highest standards of efficiency and operability.
Key brands – Mobil and Omera
Furthermore, through Omera LPG (liquified
Lubricating Oil and Greases,
petroleum gas), we offer a safe, clean and cost-
Omera LPG
effective fuel choice to our consumers, enabling them to
transition to a non-conventional, dependable and new-
age energy source. Through our LPG product, we are also
contributing to the national cause of conservation of precious
natural gas resources, safeguarding against its rapid depletion.

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

About This Report


We are pleased to present our Annual Report for the financial year covering the
period from 1 July 2020 to 30 June 2021.

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:

Customer LOBP (lube Regulatory Occupational Environmental Integrity and


engagement oil blending advocacy health and management ethical values
around plant) asset against illicit, safety
genuine, maintenance counterfeit
performance- programs to products
based lube oils levels at par
and clean and with global
safe LP gas benchmarks
Annual Report 2020-21 | 9

Improving on our reporting journey

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.

Fostering a sustainable impact

As a frontline organisation engaged in modern-day energy, MJL Bangladesh Ltd. creates an impact on Bangladesh
in a number of ways:

Providing direct Encouraging Facilitating Protecting the Engaging in Ensuring


and indirect inclusivity and industrial environment purposeful responsible tax
employment diversity at the and trade through societal contribution
workplace development clean energy development
transition

In doing so, the business creates a positive impact on 7 SDGs (Sustainable Development Goals).

Our value accretive capitals

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.

E-version of this report and feedback

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.

Our Our Our


vision mission values
To retain market To support our Safety is our topmost
leadership, focusing customers with priority.
on long-term business unsurpassed technical
Our people, including
sustainability and expertise for continuous
our technical experts,
selling productivity value-addition, while
are our core assets.
with consistent ensuring timely delivery
growth potential. and maintaining product
integrity.

Our guiding principles


Growing ambition Team building
We have the ambition and the drive to sustain Our ability to collaborate and work together as
our leadership position as the leading provider one team has enabled us to create a motivated,
of high-quality lubricants and expand our loyal and highly productive workforce.
market share through capturing the untapped
segments of the lubricating oil industry.
Nurturing talent
With people central to the success of our
Customer focus enterprise, we believe in developing and
We strive to provide our customers with the nurturing talent and creating an aspirational
best quality products and services, according to career growth journey for our employees.
their schedules, budgets and application areas.
Flawless execution
When it comes to providing our customers with
the requisite goods and services, we thrive in
delivering what we promise.
Annual Report 2020-21 | 13

Code Of Conduct And Ethics


At MJLBL, our code of conduct and ethics sets forth the basic principles we are
committed to with respect to our dealings with all our stakeholders and also acts
as a guide to assist our employees in meeting the ethical standards reflected in the
code. Our Company has adopted this code of conduct and ethics to highlight our
commitment and adherence to a culture that is rooted in fairness, integrity, honesty,
transparency and concern for people.

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.

We recognise customer satisfaction is of prime


importance. We serve directly to our customers who Data integrity assurance framework
resell our products, even as we strive to understand
their requirements and concerns and to merit their
MJLBL’s employees ensure and maintain compliance
business by responding effectively to their needs.
and integrity in Company information, prospects
and documents at all levels within and outside of the
Company.
Product safety

MJLBL is committed to supplying quality products Confidentiality


to its consumers and to understanding all the issues
involving safety associated with its products. We believe
Employees are strictly discouraged to discuss or
that product safety is fundamental to the integrity
release to any unauthorised person and/or anyone
of our businesses, to sound and ethical business
outside of the organisation any confidential or
practices and to our responsibility as a blending
sensitive or material information relating to the
operator of quality consumer products. MJLBL will
Company, its business and/or its operations under the
actively promote the responsibility and concern for
non-disclosure process.
the safety of our customers, our employees and the
general public at all levels of the organisation and in
all aspects of our businesses through appropriate
communication and documentation.
14 | MJL Bangladesh Limited

Conflict of interest Bullying

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.

•• Avoid any detrimental outcome as a result of the


Discrimination and equal
conflict of interest
employment opportunity

MJLBL does not treat people differently on the basis


Professional development of personal characteristics. The following are examples
of such discriminatory attributes, i.e. age, industrial
activity, parental status, political beliefs, personal
MJLBL encourages all employees to continually strive association, race, ethnic background, career status,
to improve their professional competence, enhance marital status, pregnancy/potential, lawful sexual activity,
their knowledge as per job requirements and augment unrelated criminal record, impairment, religious belief/
the skills and competence of associates. We foster activity, physical features, gender identity and disability.
a culture of learning and knowledge-building for Discrimination is an unacceptable conduct and is always
sharpening our positioning in a competitive industry prohibited at Company premises or business.
environment.

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

Employees are not entitled to make comments in a


Drug, alcohol and substance abuse public forum on any matter relating to the Company,
or misuse and must act in a way that is aligned with the values
of the organisation. Only authorised personnel are
permitted to speak with media representatives.
MJLBL is committed to a safe, healthy and
productive workplace for all employees. The
Health, safety and
Company recognises that alcohol, drug or other
environment (HSE)
substance abuse/misuse by employees will impair
their ability to perform properly and will have
serious adverse effects on the safety, efficiency and MJLBL regards HSE as the topmost business priority.
The Company conducts its business in a manner that
productivity of other employees and the Company
protects the safety of employees, their health and,
as a whole. Hence, alcohol, drug or any other such above all, the environment, wherein its operations,
substance use, possession, distribution or sale customers and the public are involved, and eliminates
of illicit substances or use of drugs on Company or manages associated risks of the business and
business or premises is strictly prohibited. operational hazards in a safe and prudent manner.
Annual Report 2020-21 | 15
16 | MJL Bangladesh Limited

Our Board Of Directors

From the left (sitting)

Abdul-Muyeed Chowdhury Md. Anisur Rahman

From the left (standing)

Md. Gias Uddin Ansary N K A Mobin, FCA, FCS, CFC


Annual Report 2020-21 | 17

From the left (sitting)

Azam J Chowdhury Md. Aminur Rahman

From the left (standing)

Tanjil Chowdhury G.M. Khurshid Alam


18 | MJL Bangladesh Limited

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.

Board changes since the previous Annual General Meeting (AGM)

Induction:
G.M. Khurshid Alam

Stepped down:
Dr. Ijaz Hossain

Key skills and expertise of our Board members

•• Strategy formulation •• ESG/sustainability


•• Organisational leadership •• Risk management
•• Governance/Corporate finance and audit •• Marketing and brand management
•• Human resources management •• Technology and digital transformation
•• Transformation and leadership development •• Legal and commercial
Annual Report 2020-21 | 19

MD. ANISUR RAHMAN


Chairman

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.

Other memberships held by Md. Anisur Rahman


•• Chairman, Bangladesh Petroleum Institute •• Chairman, Padma Oil Company Ltd.
•• Chairman, Titas Gas Transmission & Distribution •• Chairman, Omera Petroleum Ltd.
Co. Ltd. •• Chairman, Omera Cylinders Ltd
•• Chairman, Bangladesh Gas Fields Co. Ltd.
•• Chairman, Omera Fuels Ltd.
•• Chairman, Bangladesh Petroleum Exploration &
•• Chairman, Omera Gas One Ltd.
Production Co. Ltd.
•• Chairman, Gas Transmission Company Ltd. •• Director, Karnaphuli Fertilizer Co. Ltd. (KAFCO)
•• Chairman, Karnaphuli Gas Distribution Co. Ltd. •• Director, Bangladesh Infrastructure Finance Fund Ltd
•• Chairman, Meghna Petroleum Ltd •• Director, Bangladesh Bridge Authority
20 | MJL Bangladesh Limited

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.

Other memberships held by Azam J Chowdhury


•• Chairman, East Coast Group •• President, Bangladesh Ocean Going Ship
•• Chairman, The Consolidated Tea & Lands Owners’ Association (BOGSOA)
Company Bangladesh Limited (Finlay) •• President, LPG Operators Association of
•• Nominee Director, Omera Petroleum Limited Bangladesh
•• Nominee Director, Omera Cylinders Limited •• President, Bangladesh Energy Companies
•• Nominee Director, Omera Fuels Limited Association
•• Nominee Director, MJL (S) Pte Limited •• President, Bangladesh Association of Publicly
Listed Companies
Annual Report 2020-21 | 21

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.

He was a career civil servant for 33 years, having joined He was:


the erstwhile Civil Service of Pakistan (CSP) in 1967.
i) Founding Chairman of SME Foundation,
He was a Secretary to the Government in various
Bangladesh. This not for profit company under
ministries from 1994 to 2000. His last assignment
public-private partnership was set up by the
was as Secretary of Internal Resources Division (IRD)
Government of Bangladesh for promoting and
of the Ministry of Finance and ex-officio Chairman of
developing the SME sector in Bangladesh.
the National Board of Revenue (NBR) from 1998-2000
when he retired from service. During his service tenure, ii) Vice President of Bangladesh Olympic
he was also Deputy Commissioner of greater Faridpur Association and acted as Chef de Mission of the
district (1975-78), greater Dhaka district (1978-80) and Bangladesh contingent to the SAF 9th Games
Commissioner of Chittagong Division (1984-86). held in Islamabad, Pakistan (28 March-06 April,
2004), President of Sports Shooting Federation
Mr. Chowdhury was Executive Director of Jamuna
of Bangladesh (1998-2006).
Multipurpose Bridge Authority and Secretary of Jamuna
Bridge Division from 1996-98, when he successfully iii) A Global Councilor of International Union for
steered the construction work of the Bangabandhu Conservation of Nature (IUCN) during 2005-08.
22 | MJL Bangladesh Limited

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)

Other memberships held by Abdul-Muyeed Chowdhury


•• Former Adviser, Caretaker Government of •• Nominee Director, PEB Steel Alliance Limited
Bangladesh •• Nominee Director, ACI Limited
•• Founder & CEO, Tiger Tours Limited •• Nominee Director, Summit Alliance Port Limited
•• Nominee Director, Omera Petroleum Limited •• Independent Director, ACI Formulations Limited
•• Nominee Director, Omera Cylinders Limited •• Independent Director, National Housing Finance
•• Nominee Director, Omera Fuels Limited & Investment Limited
•• Nominee Director, Omera Chemicals Limited
Annual Report 2020-21 | 23

MD. AMINUR RAHMAN


Director, MJL Bangladesh Limited

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.

Other memberships held by Md. Aminur Rahman


•• Nominee Director, Omera Fuels Limited
•• Nominee Director, Omera Cylinders Limited
24 | MJL Bangladesh Limited

GIAS UDDIN ANSARY


Director, MJL Bangladesh Limited

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.

Other memberships held by Gias Uddin Ansary


•• Managing Director, Jamuna Oil Company Limited
•• Nominee Director, Omera Petroleum Limited
•• Nominee Director, Omera Cylinders Limited
•• Nominee Director, Omera Fuels Limited
Annual Report 2020-21 | 25

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.

Other memberships held by Tanjil Chowdhury


•• Chairman, Prime Bank Limited •• Nominee Director, Omera Cylinders Limited
•• Chairman, Prime Exchange Singapore Pte •• Nominee Director, Omera Fuels Limited
Limited •• Nominee Director, Omera Chemicals Limited
•• Managing Director, East Coast Group •• Nominee Director, Omera Gas One Limited
•• Nominee Director, Omera Petroleum Limited •• Nominee Director, MJL (S) Pte Limited
26 | MJL Bangladesh Limited

N K A MOBIN, FCA, FCS, CFC


Independent Director, MJL Bangladesh Limited

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.

Other memberships held by N K A Mobin


•• Managing Director and Chief Executive Officer •• Independent Director, Shasha Denims Limited
of Emerging Credit Rating Ltd (ECRL) •• Independent Director, Bangladesh Submarine
•• Nominated Director, Biman Bangladesh Airlines Cable Company Limited
•• Independent Director, Omera Petroleum Limited •• Senior Vice President, Dhaka Chamber of
•• Independent Director, Omera Cylinders Limited Commerce and Industry
Annual Report 2020-21 | 27

G.M. KHURSHID ALAM


Independent Director, MJL Bangladesh Limited

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.

Other memberships held by G.M Khurshid Alam


•• Operations Director, Policy Research Institute of Bangladesh
•• Director, Prime Bank Investment Limited
28 | MJL Bangladesh Limited
Annual Report 2020-21 | 29

Our Senior Management Team

Sitting from the left

Engr. Salah Uddin Ahmed Nagma Mahmood


General Manager Head of Human Resources & Administration

M Mukul Hossain
Chief Executive Officer

Standing from the left

Syed Muhammad Rahmatul Mujeeb, FCA Mohammad Hamidul Islam


Head of Finance & Planning DGM-Head of Supply Chain

Shafquat Mahmud Fahmi Md. Ahsan Kabir


Chief Technology Officer DGM-Head of Marketing

Engr. Md. Shahin Alom


General Manager-Sales & Marketing
30 | MJL Bangladesh Limited

Our Core Operations Team

Standing from the Left

Nusrat Sharmin Mir Mohammad Mazedul Hussain


Deputy Manager-CS Manager-Electrical & Maintenance

Engr. Sheikh Ashiqur Rahman Mohammad Rokibul Kabir


Senior Manager- Industrial Lubricant Company Secretary

Mohammad Jaman
Manager- Automotive Lubricant

Sitting from the Left

Mahmuda Akther Joya Syed Tanbir Hassan


Deputy Manager-CS Senior Manager-Business Analysis & Planning

Nargis Sultana Mohammad Hamidul Islam


Manager-Treasury DGM-Head of Supply Chain

Md. Zamiur Rahman Shafquat Mahmud Fahmi


Treasury Controller Chief Technology Officer

Effat Ara Kabir Engr. Salah Uddin Ahmed


Head of Brand General Manager
Annual Report 2020-21 | 31

Standing from the Left

Abdullah Hel Aziz Shams Uddin Ahmed


Manager -Import Manager- VAT & Tax

Nafisa Farah Engr. Taslim Ahmed


Assistant Manager- F&P Manager- Industrial Lubricant

Md. Bani Amin, FCA, ACMA (UK), CGMA Sharif Razi Al Mahmud
Senior Manager- F&P Manager- SAP Lead

Kajal Kumar Addya, ACA Abu Sadat Khan


Finance Controller Manager-Export

Sitting from the Left

M Mukul Hossain Md. Ahsan Kabir


Chief Executive Officer DGM-Head of Marketing

Syed Muhammad Rahmatul Mujeeb, FCA Syed Atiqur Rahman


Head of Finance & Planning Senior Accounts Controller

Engr. Md. Shahin Alom Mohammad Monirul Islam


General Manager-S&M Assistant General Manager-CS

Nagma Mahmood Sheikh Md. Jabed Hasan


Head of Human Resources & Administration Senior Manager-IT
32 | MJL Bangladesh Limited

Our LOBP Team

Standing from the Left

Mohammad Mamunur Rashid Mohammed Arif Uddin


Asst. Maintenance Manager-Mechanical Assistant Manager-QA

Mohammed Shihab Uddin Md. Rakibul Hasan


Assistant Manager-Electrical Assistant Manager-B&F Operations

Sitting from the Left

Muhammad Shariful Islam Mollah Salah Uddin Ahmed


Technical Manager General Manager

A S M Solaiman Abu Zafar Md Aurangazeb


Manager-Administration Head of Engineering & Maintenance

Mohammed Anwar Sadat Mohammed Ali Kaiser


Head of Blending & Filling Operations Assistant Manager-VAT & Tax

Md. Jahangir Alam Md. Kamrul Islam


Head of Warehouse Head of Lab

Md. Akramul Hoque


Plant Manager
Board of Directors

Audit Committee Executive Committee


Managing Director
Internal Audit &
Compliance Company Secretary

Chief Executive Officer

General Manager Chief Financial Officer

LOBP Human Resources Customer Sales & Supply Project Information Head of Finance
[Lube Oil Blending Plant] & Administration Service Marketing Chain Engineering Technology & Planning
Organisational Chart

Engineering & Marketing


Maintenance Reporting

QA / QC Lab Brand Treasury

Administration Industrial Sales Payment Process

Blending & Filling Automotive Sales VAT & Tax

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

Our Business Profile


MJL Bangladesh is a major national lubricants and energy Company. We harness
our knowledge and expertise to integrate sophisticated technologies and processes
into our world-class lube oil blending plant (LOBP). We safely and sustainably
source, blend and market a range of high-quality lubricants and liquified petroleum
gas (LPG) across Bangladesh, creating value for stakeholders.

MJL Bangladesh at a glance

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.

MJL Omera Omera Gas One Limited


Bangladesh Limited Petroleum Limited

Mobil lubricating LPG filling and Commercial Bulk &


oils and greases distribution Reticulated LPG

Omera
Omera lubricating Industrial Bulk &
Cylinders Limited
oils and greases Reticulated LPG

LPG cylinder
Oil Tanker Unit manufacturing Autogas

Doing the right thing and doing things right

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

We do this through service •• We strive to treat everyone We embrace economic


excellence with respect transformation through job
creation, skills and career
Our specialist employees guide •• We hold accountability of our development, local sourcing
actions and social upliftment
our customers on the value of
our products •• We behave in an ethical All our actions are guided by
way to build trust with our our commitment to sharing
stakeholders prosperity
36 | MJL Bangladesh Limited

Who we are and what we do

23 years of service to the nation •• In order to widen product access to customers


even in the most remote corners of the country,
•• MJL Bangladesh Limited (erstwhile Mobil Jamuna
the Company has developed a digital presence
Lubricants) is a joint venture company between
through website as well as own and prominent
state-owned Jamuna Oil Company and EC
third-party e-commerce apps via which online
Securities, a subsidiary of the East Coast Group
orders can be placed
•• Mobil Jamuna Lubricants was established in
LOBP – The heart of our business
1998 as a partnership Company between Mobil
Corporation (known as ExxonMobil Corporation •• Our LOBP is our key operating facility and an
post-merger) and Government-owned Jamuna
asset of national importance that has consistently
Oil Company Limited
achieved amongst the highest ratings in rigorous
•• A state-of-the-art and first-of-its-kind Lube Oil ExxonMobil audits
Blending Plant (LOBP) was commissioned in
•• This testifies to the global quality standards of
May 2003, a testimony to the business climate
our products that are made available for the
and growth potential of Bangladesh, and a
benefit of the nation
prominent example of global technology transfer
in the country •• We monitor key LOBP parameters on a
•• The Company has developed a robust nationwide 24x7 basis, with the objective of ensuring
supply chain to cater to the lubricant needs of product and packaging integrity, in addition
the country, enabling easy and seamless access to our broader mandate of optimising energy
to a world-class suite of lubricating and grease consumption, eliminating waste, sustaining
products for diversified applications across price the local ecology and ensuring the highest
points levels of workplace safety

Integrated LOBP operations

Base stock procurement Blending of proprietary


Packaging and distribution
from ExxonMobil-mandated formulations of lubricants
across Bangladesh
facilities around the world and greases at LOBP

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!

Our lube oil product suite


•• Passenger vehicle lubricants •• Industrial lubricants •• Aviation lubricants

•• Commercial vehicle •• Marine lubricants •• Grease products


lubricants
Annual Report 2020-21 | 37

Key Performance Highlights


MJL Bangladesh was able to achieve excellent all-round performance in 2020-21,
as measured against key metrics.

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

Letter From Our Chairman

For this year’s report,


I will reflect on the
experience of the last
12 months and the
learnings, as well as the
unparalleled opportunity
in our hands to fulfill
our purpose of creating
a better energy-led
tomorrow for all.
Md. Anisur Rahman
Annual Report 2020-21 | 41

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

Business Report By Our


Managing Director

The fiscal year 2020-21


was challenging without a
doubt, with the Covid-19
pandemic impacting our
markets in Bangladesh.
It was a year filled with
immense hardship and
uncertainty, but also
courage and tenacity – and
we can take solace that
even as it did its worst,
the global pandemic has
brought out the best in us,
backed by a much stronger
Company. Today, we
continue to align with our
core beliefs in sustainable
development and growth
of our businesses alongside
our responsibilities to our
environment and social
causes.

Azam J Chowdhury
Annual Report 2020-21 | 45

Dear Shareholders, Global market review


The year 2020-21 was the most exigent in this Before I present my assessment of the Company’s
company’s history, yet, from the very beginning business performance for the year, it is necessary
we were determined to see that MJLBL not merely to put the operating conditions in context, and key
manage-through but emerge stronger from the among this comprised the pricing trends of our major
pandemic. raw material resources constituting base oils, LPG
and HR coil. It is important to mention that today,
In addition to serving as a source of strength for our
with Covid-19 receding from most parts of the
customers and clients, we have seized the opportunity
world, inflationary pressures have resurfaced, with
to help lead the relief and recovery efforts and remind the outcome that costs of all our major raw material
the country of the role that MJLBL plays as a key part resources have been showing a firm rising trend,
of the energy value chain. including of freight rates. Thus, revenue recalibration
Entering the pandemic on a solid footing from for sufficient profitability sustenance will be an
a capital and liquidity perspective gave us the important consideration for us, going forward.
resources we needed to support our colleagues, Base Oils Group I (for example SN500) FOB prices
customers, clients and communities during the (avge.) climbed markedly from around US$ 380 per
sharpest economic downturn since the great MT in July 2020 to just under US$ 1,250 per MT in
depression. The financial stability enabled us to June 2021, more than tripling during the period. On a
catalyse recovery without jeopardising our own more micro-level, there was a consistent upward rise
safety or quality. Right from the onset of the in base oil prices during the months succeeding July
pandemic, we acted swiftly and were adaptive 2020, mirroring the rising crude oil and freight prices
to change. When shelter-at-home orders were with resumption of industrial activity and mobility, as
issued in March 2020 by governments around the Covid-19-related restrictions begun to ease after a
globe, we undertook a massive effort to keep our stringent lockdown that brought the world to a virtual
employees safe while serving our clients seamlessly. close for about three months beginning late March
Within days, we had our non-frontline co-workers 2020. However, the base oil pricing trends started to
set up and linked to our central automation from witness a revision from late March 2021, flattening
their homes and also equipped workforce in field out till about June 2021 and even showing a slight
ops with the highest safety protocols to provide decline in July 2021. Exhaustion of pent-up demand
unbroken service delivery of our products and and supply-side normalisation are the likely material
solutions. Further, we offered in-home care options factors driving the reversal in base oil prices.
as well as monetary assistance to our colleagues
during this adverse period. LPG is an internationally traded commodity and
influenced by global prices. The international
The pandemic also gave us the opportunity benchmark for LPG is the Saudi Aramco Contract
to exemplify efforts in our corporate social Price, which is revised on a monthly basis. Some of
responsibilities. We extended assistance and the key underlying factors determining LPG pricing
support to help communities contend with the comprises the values of naphtha and crude oil and
challenges posed by the Covid-19 outbreak. A market sentiment. In this regard, the trajectory of
global pandemic can have a devastating impact the global Covid-19 pandemic has had an impact on
in a developing country with limited resources, the factors which explain the change in prices. The
and yet we are proud of how we rose to the onset of the pandemic in early 2020 caused a decline
occasion by providing ration and food support as in LPG prices, which came-off from US$ 529 per
well as making provisions for key medicines and MT in April 2019 to US$ 237 per MT in April 2020,
equipment for Covid-19 isolation centres. What attributed to the shutdowns that moderated demand.
gives me deep satisfaction is the warm and gracious However, with the unlocking of the global economy
acknowledgement we received from beneficiaries and demand recovery, prices escalated dramatically
and support extended by our regulators for to about US$ 800 per MT in October 2021. Further,
empowering us to continue operations during pent-up demand is also considered to be a huge
lockdowns as an essential services provider. factor driving up LPG prices.
46 | MJL Bangladesh Limited

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:

•• Initiation of a process to upgrade obsolete


HR coil is the primary input used in the manufacture
lubricant API grades and setting of new
of cylinders. Its prices are cyclical and driven by a host
of factors, including raw material cost, freight and international quality benchmarks based on the
shipping charges, international taxation and duties, requirements of modern machinery
etc. However, the one factor that outranked each of
•• Allowing imports of quality products from original
these was the pandemic that morphed from a health
challenge into a major global economic risk. Avge. HR producers only, while imposing a concurrent ban
coil prices rose dramatically by about 38% during the on imports from non-reputed sources
year. The ferocity in price increase can be assigned to
•• Bringing all local blenders under a close
such factors as pandemic-driven and flood-related
disruptions in China, which has a huge influence on monitoring loop to control the quality of
global steel prices, supply-demand inequality and lubricating oils blended locally. Any non-virgin
massive increase in global freight rates, among others. base oils or base oils extracted from recycled
With raw material pricing beyond our immediate waste oil through recycling plants must be
control, we focused on other essential factors, prohibited for blending finished lubricants
like increasing volumes, enhancing operational
efficiencies, reducing wastages and adopting strategic •• BSTI must set up a laboratory for checking the
pricing strategies. quality of lubricating oils. Alternately, they can
do this through engaging authentic laboratory
HR coil CFR prices (avge. US$ / MT)
facilities of technical universities or other such
institutes. BSTI must be equipped with qualified
technical manpower

Though the LPG industry of Bangladesh is growing


at a fast clip, it is primarily an import-based sector.
Around 95% of the supplied LPG is imported, making
the sector completely dependent on the international
market. The current LPG demand in Bangladesh is
1125
570

785

around 1.10 million MT and is projected to reach to


2019-20 2020-21 2021-22 (Jul-Oct) 2.20 million MT by FY2025-26, as per market data of
Bangladesh Customs. This indicates rising demand
of LPG as a green fuel in Bangladesh. Around 84% of
Lube oil and LPG market in Bangladesh
LPG is consumed in the household sector, 12% in the
At present, lube oil demand in Bangladesh is around industrial and commercial sector, and the remaining
1.3 lakh tonnes and the market size of the industry 4% in the Autogas sector. Increased residential LPG
is pegged at around BDT 4,000 crore. While various demand, shifting of townships and satellite cities
multinational brands are controlling a market share to bulk LPG applications, rapid industrialistion and
of around 46%, the remaining 54% is in the hands of growing number of Autogas stations will be the key
non-branded low-grade products. Further, though drivers for future LPG demand in the country.
Annual Report 2020-21 | 47

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

our strategy of competitive differentiation through Remaining strong in a year of upheaval


quality and pricing for both our Mobil and Omera
brands and serve our purpose of eliminating inferior Despite the ravaging impacts of the pandemic,
we turned in our best-ever financial performance
and adulterated products from the market and filling
in our history in the FY 2020-21. In an operating
the gap with our top-class certified products.
environment more uncertain and challenging than
It is true that indigenous natural gas has been playing any in recent history, we grew our consolidated net
an important role in Bangladesh’s economy since the revenues by 7.95% to Tk 20,367 million for the year,
early 1960s. Due to its versatility and affordability, while our consolidated net profit also expanded
natural gas has been the principal fuel of the country by 35.33% to Tk 2,497 million. Notably, this is the
for quite a long time. Although the energy mix of the highest-ever profitability we have achieved since our
nation is diversifying slowly, indigenous natural gas still inception, with profit expansion being derived from the
accounts for about 75% of commercial primary energy milestone sale of our Aframax tanker vessel, Omera
and more than 50% of all primary energy supplies. Yet, Queen. Furthermore, a reduction in the corporate tax
it is also becoming clear that overwhelming reliance on rate from 25% in 2019-20 to 22.5% during the year
domestic natural gas has come to a situation where it is under report for stock market-listed companies also
expected that the demand for natural gas will outstrip contributed to expansion in our profitability for the
supply by as early as 2025-26. Furthermore, national year.
natural gas production has also been declining – from Determining early the serious pandemic-triggered
968.7 billion cubic feet in FY2017-18 to 961.7 billion impairments to supply chains, we advanced base
cubic feet in FY2019-20, as per government reports, oil procurement, choosing to build our inventory
representing a moderation of about 1%. positions with the unitary focus of meeting customer
requirements. While such a move thwarted any
With depleting gas reserves, it is more feasible to
stock-out conditions, it also enabled us to meet
ration the country’s natural gas for power plants
demand at a time when most other players were
and industrial use and promote LPG as the preferred
grappling with supply-side issues. Further, with cost
energy alternative for fuel in households, retail and
pressures compelling price adjustments, we did not
SMEs. LPG is a clean, smoke-less, safe, secure and
pass on the full hike to the market, thus securing the
dependable fuel with a high calorific value. Thus, LPG
price competitiveness of our products even in an
is also a substitute for biomass and firewood fuels
inflationary environment. We strived to offset the gap
that emit smoke which is harmful to the environment
through efficiency gains and were successful in this
and public health. In addition, these fuels are also
endeavour. I believe these customer-centric initiatives
difficult to transport and store. Therefore, increasing
promises gain in market share over the future.
household consumption expenditure, urbanisation,
depleting natural gas reserves and unavailability of In yet another major highlight of the year, we were able
biomass are factors that will hold LPG demand steady to successfully divest “Omera Queen” our Aframax
in the country. vessel at extremely favorable terms. This opportunistic
divestment was timed to perfection with buoyancy
At MJLBL, we operate an integrated LPG business in shipping freight creating strong demand for such
through subsidiaries that has enabled us to corner a assets. We were able to realise sale proceeds to the
significant share of a crowded market within a relatively tune of US$ 8.08 million against the asset’s book value
short time. Though sectoral competition is intense, of US$ 4.32 million, a testament to the robust condition
we believe that due to the capital-intensive nature of the vessel and our rigorous maintenance programs.
of the business only those with financial strength We judiciously utilised the funds in repayment of
and a long-term vision will survive. Thus, opportunity foreign currency borrowings and LC payment, which
of market share gains exists for Omera Petroleum ensured a natural hedge against foreign currency
Limited (a subsidiary of MJLBL) as consolidation fluctuation risks. It helped us in reducing overall debt,
plays out, especially as the business is focusing on thereby enabling a stronger balance sheet. With our
expanding its retailer distribution network. sister tanker “MT Omera Legacy” continuing to be
Annual Report 2020-21 | 49

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.

Equally, the continued support and prudent direction


of our Board members is another core strength.
During the initial phases of the Covid-19 regulations,
MJLBL had to make tough decisions to ensure
that appropriate steps are implemented. We truly Azam J Chowdhury
appreciate their insightful participation at Board and Managing Director
| 51

Promising Better
Annual Report 2020-21

Protection
52 | MJL Bangladesh Limited

Message From Our


Chief Executive Officer

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.

We will also capitalise on the unfolding economic M Mukul Hossain


opportunities in Bangladesh, especially with the Chief Executive Officer
Annual Report 2020-21 | 55

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

2020-21 in a nutshell The Covid-19 pandemic upended the global economy


in 2020, producing historic declines in economic
activity across most countries. The International
Monetary Fund (IMF) estimates that global
Total revenue economies contracted by 3.5% in 2020. Yet, even

BDT 8,408 mn amid the disruptions and historical economic declines,


Bangladesh was able to hold on its own, with GDP

0.38% YoY growth of 5.4% in fiscal year 2020-21. The economic


forecast by the World Bank for financial year 2021-22
indicates a sharper expansion in the growth rate, with
GDP growth expected at 6.4%. This is testimony of
Gross profit the sheer economic resilience that is characterised by

BDT 2,837 mn the dominant factors of a large and deep consumer


market, robust exports and strong inward remittances
7.47% YoY from diaspora settled all over the world.

While the broader economic conditions are conducive,


persistent challenges remain in our sector, including
Net profit the threat of elevated competition from dubious
products with unsubstantiated claims. These have
BDT 2,147 mn been fostered by regulatory ambiguity, insufficient

39.16% YoY surveillance and lack of customer awareness,


especially at the retail level. So as a leader focused
on transforming the industry, we are tackling the
challenges by working closely with the government
and enforcement authorities to curb the illicit trade,
Earnings per share
while also closely engaging with users and influencers
BDT 6.78 to build awareness about a genuine lube oil product
like Mobil with certified claims. These broad initiatives
39.16% YoY are reflected in us expanding our market share and
improving on our financial performance.

Corporate performance for the year


Total dividend declared
There were several positive underlying factors for
55% cash dividend the year. Total standalone revenue grew by 0.38% to
Tk 8,408 million, despite the substantial pressure on
sector revenue triggered by the Covid-19 lockdowns
All numbers have been presented on and ensuing economic challenges. While we saw
standalone basis clear trends of organised market consolidation as
customers gravitated towards brands that evoked
trust and reliability, purchase pressures driven by the
challenges was also a reality.

On the other hand, raw material resource inflation


and huge increase in shipping rates drove up costs,
making a price hike inevitable. Forced by these, the
Company revised average prices upwards in few
phases during the year, choosing to calibrate the rate
58 | MJL Bangladesh Limited

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.

Political, economic and Industrial and retail Competitive


regulatory landscape landscape landscape

Though Covid-19 is placing The govt. is focused on Market players continue


strain on the economy, the trade and commerce to compete through
govt. is responding with promotion to not only aggressive pricing and
policy measures to support facilitate serving the targeted propositions.
the nation to tide over the domestic market, but also Increasingly, product
global markets leveraging performance is a key
crisis.
the country’s intrinsic cost competitive advantage and
A soft interest rate advantages. so is customer service.
environment, together with
This is already reflected in The market has a large
deleveraged balance sheets
the huge cargo movement number of companies
has created a favourable from the country’s key comprising a mix of both
situation for resumption of airport in Dhaka, which serving local and national
the corporate capex cycle. is already facing major demand. Increasingly,
capacity constraints in building trust at the
The govt. is also placing cargo movement. grassroots level or with
substantial thrust on major owners of roadside
infrastructure development, We foresee ramp-up in mechanic shops is crucial
including SEZs, to kickstart existing industrial capacity for retail sales.
economic growth and utilisation before new
reinforce the image of the capex is invested. However Competition for customers
nation as a major exporter this is fundamental to the is heated, so much so
country returning back to that price distortion and
to the world.
7% - 8% GDP growth path. mis-selling are common
However, lax regulatory practices. We bring such
The pandemic has practices to the notice of
oversight is cultivating
accelerated preference the authorities in a bid to
unhealthy competition
for personal mobility over curb them.
that threatens legitimate public transport, which
tax collection and sectoral has created demand for While brand recognition
sustainability. Thus, two- and four-wheelers. is important, so is building
surveillance mechanisms Softer interest rates via customer trust. Thus, we
need to be improved and bank finance are also have implemented an
we are continuing our contributing to greater advanced security seal on
advocacy with regards to affordability levels. Further, all our products with a QR
the same. pent-up demand is also code through which users
driving the personal vehicle can be assured of product
market. authenticity.
Annual Report 2020-21 | 61
62 | MJL Bangladesh Limited

Our Business Model


Our emphasis on value creation is rooted in our purpose of driving customer
value through the delivery of advanced products and solutions. This comprises the
foundations of our integrated business model.

Key inputs Key outcomes


Our capitals Value creation

• Our LOBP has achieved a rating


• State-of-the-art LOBP
of 3.9/4 in an ExxonMobil audit
• Ultramodern laboratory with (3PIMS) conducted in November
cutting-edge equipment 2020, which is the highest, with
• New multistoried building the average rating being 3.5/4
Infrastructure Infrastructure
capital comprising our office capital • Our new office building has
headquarters in Dhaka achieved Platinum rating in
LEED certification

• 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

• 23 years of track record with


• Strong ongoing investments in
a strong brand portfolio and
technology, including digital
formidable market experience
• Advanced implementation of
Intellectual • Specialist technical Intellectual cutting-edge SAP S/4HANA,
capital capabilities that advance our capital SAP’s ERP for large enterprises
customer service agenda

• Initiated various community


• Strong and effective
solidarity initiatives to support
relationships with key
the marginalised
stakeholders
Social Social • Substantial contributions to
capital • Focus on need-based, high
capital a trust, in addition to other
impact citizenship programs
Group-level contributions

• Focus on modern operating


• Eliminate environmental practices that optimise natural
impact by embedding resource consumption
sustainability in our blending • Ensured awareness around
Natural Natural
operations and value chain resource savings
capital capital
Annual Report 2020-21 | 63

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

Active operations management


Strengthen
Ongoing approach to reinforce our role as a balance Achieve
Company supplying high-quality lube oils with sheet and cost
assured performance. liquidity efficiency

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

Strong and continuous focus on debt


optimisation; Tk 1,573 million standalone debt Augment Accelerate
reduction has been achieved over the past 3 years. organisational technological
productivity transformation
Sustainable talent management

Focus on effective people management to groom


talent and optimise efficiency across operations.

Responsible procurement Key market trends


Focus on sustainable resource procurement from • Economic revitalisation
ExxonMobil-mandated suppliers to meet quality /
compliance standards. • Industrialisation
• Preference for personal mobility
Digital innovation
• Govt. thrust on mega infrastructure
Use of digitalisation and technology as well as • High competitive intensity where malpractices are
innovation that improves customer experience, not uncommon
broadens sales channels and enables cost
• ESG compliance
optimisation.

Multi-stakeholder approach Major material matters


Enhancement of corporate policies and operating
procedures to meet compliance requirements and • Covid-19 impacts
expectations of stakeholders, including employees, • Employee health and safety
customers, shareholders and regulatory bodies.
• Addressing new opportunities
Corporate sustainability model • Responding to technological change
• Strategy execution
Strengthen efforts on the governance of
sustainability practices across the value chain • Cost-saving measures
through prudent implementation of sustainability • Governance and compliance
strategies.
• Financial performance
64 | MJL Bangladesh Limited

Addressing Key Stakeholder Interests


Our ability to create value is impacted by a range of factors, including our
operating environment, our strategy and our response to prevalent risks and
opportunities.
We have built a continuous engagement process with our stakeholders through which we are able to
aggregate and assess their key expectations from us. We use these to develop and implement initiatives that
meet those expectations, which not only strengthen the relationships we share with them but also contribute
to organisational value creation. With Covid-19 emerging as the key event of the year, our focus programs
were rooted in employee care, customer service and business continuity through adaptation.

Our materiality matrix


Stakeholder importance

Impact

Covid-19 impacts Employee health Addressing evolving Responding to


and safety opportunities technological change

Strategy execution Cost saving measures Governance Financial


and compliance performance
Annual Report 2020-21 | 65

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

Employee health and safety


Created awareness on Covid-safe behaviour, including mask-wearing, personal hygiene, etc.
Provided safety kits and equipment
Engaged in thermal temperature checks at entry points in all offices
Supported employees and their families in mobilising key medical equipment
Amplified engagement during the lockdown months through mental health session

Addressing evolving opportunities


Diverted sales to essential service providers, including power and telecommunications industries
Focused on new products to accelerate sales and meet new demand requirements
Gained new customers through supply consistency even amid disruptions
Introduced three new tanks at LOBP for enhancing blending flexibility and seamlessly meet demand
for existing and new products

Responding to technological change


Pivoted sales and marketing to digital, enhancing customer’s digital journey with us
Achieved advanced stages of implementation of SAP S/4 HANA, which will open up manifold tech
and digital capabilities
Ensured employee capacity development in digital technologies
Implemented a number of high-tech features in our new office building that promises productivity
improvement

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

Cost saving measures


Achieved cost savings through freezing major recruitments
Focused on improving manpower productivity and utilisation
Identified variable costs and targeted efforts to optimise these

Governance and compliance


Ensured full compliance with all government guidelines on Covid-19
Conducted business with integrity and in compliance with all applicable regulations
Continued with our zero-tolerance approach to bribery and corruption
Advocated against adulterated and counterfeit products to protect customer interests and avert
loss of public revenue
Received the government’s “Highest Taxpayers Award” for fiscal year 2020-21 for emerging as the
third highest taxpayer in the services and other category, an endorsement of our governance and
compliance standards

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

Key Value Drivers


68 | MJL Bangladesh Limited

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

FINANCIAL Safeguarding people health and


CAPITAL wellbeing

Support during emergencies, for


MANUFACTURED
e.g., health-related emergencies
CAPITAL

Career progression
INTELLECTUAL opportunities
CAPITAL

Adherence to ethics, values and


code of conduct
Annual Report 2020-21 | 69

Overview engagement shifted to immediate diagnosis and


responses, as it strived to provide them the right tools
Our HR strategy has been transformed to adapt our and gather real-time updates to offer support against
approach to managing the needs and expectations any challenges or performance-related issues.
of our employees amidst the Covid-19 pandemic and
also align with our business objectives to achieving Fostering mental well-being
performance despite the odds. With the organisation’s
customer-first approach, our HR strategy specifically In order to ease the surge in panic, depression and
addresses the need for an engaged and empowered anxiety and help employees cope better, the Company
workforce, providing ongoing learning and arranged an online session with the theme of
development opportunities and promoting diversity. “Covid-19 Health Awareness” conducted by a senior
counsellor and psychologist. Employees benefitted
The Company employs more than 150 permanent from this session with the counsellor sharing useful
full-time employees in its corporate operations. Our and practical tips to cope better.
employee complement comprises a diverse group of
people representing a wide demographic, and we aim Extending institutional support
to provide localised as well as indirect occupational
With an open-door communication policy, the
employment to foster local area development.
Company offered support in catering to various
Major HR initiatives of the year employee needs, including advice on medical
requirements, quarantine requirements, financial aid
With the Covid-19 pandemic creating significant options, salary-related matters, etc.
stress and anxiety, one of the key focus areas of the HR
division was to strike the balance between mitigating Ensuring business continuity
employee stress and enabling them to cope better
To prepare the organisation for the post-pandemic
as well as ensuring continued business operations
era, the HR team has been playing a major role
in alignment to government rules and regulations. In
through adopting a multi-strategic approach of re-
this context, the division focused on redefining HR
imagining the workplace with installation of key safety
policies to maintain employee safety, adopt preventive
measures, developing talent strategies, addressing
measures, build emergency response protocols
and ensure commercial continuity as an emergency health and wellbeing concerns and work-life balance,
service provider. Some of the key initiatives of the year administering HR systems and facilitating smooth
comprised the following: resumption of office.

Operationalising remote work Facilitating smooth shift to new office

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

Occupational Operational World-


health and continuity class asset
safety maintenance
INTELLECTUAL
CAPITAL

Environmental Optimal Focused


preservation investments diversification
for capacity for opportunity
growth capture
Annual Report 2020-21 | 71

Overview Major highlights of the year

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:

15 floors 4 basements 1 helipad

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.

Glimpses of Mobil House


Annual Report 2020-21 | 73

Mobil House: Empowered by vision, powered by purpose, nurtured by harmony

Top-10 highlights of our new office tower:


•• Nature is harmonic in the design, with timeless musicality in every aspect of the building, including form,
essence and aesthetics that are inspired by and sculpted with nature in mind.

•• 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

FINANCIAL Protect brand and market


CAPITAL reputation

Amplify brand presence and


MANUFACTURED
visibility
CAPITAL

Adopt innovation in marketing


INTELLECTUAL communications
CAPITAL

Optimise media spends and


impact
Annual Report 2020-21 | 75

Overview enhancements, launching new products and


strategic brand promotion, especially around major
The Covid-19 pandemic upended demand for consumption points. The key developments of the
lube oils, with declines reported in major customer year are highlighted below.
segments, such as transportation, aviation and other
industries. The impact was such that the overall lube New product launches
oil market of the country is expected to have shrunk
by 15% - 20% during 2020-21. Yet, Mobil and Omera •• Mobil CVTF 3320
were able to achieve volume growth of 10% and 36%
MJLBL launched a new product, Mobil CVTF 3320,
for the year, which attests to our constant focus on
thus adding to its wide range of Mobil product family.
the consumer through our impact-driven sales and
Mobil CVTF 3320 is a multi-purpose continuously
marketing programs.
variable transmission fluid for continuously variable
Major highlights of the year transmission vehicles. Launched in December 2020,
product attributes and availability were communicated
The major thrust areas for the year comprised through social media posts on Facebook and
building customer trust through product feature Instagram.

Glimpses of Mobil CVTF 3320 social media campaign

•• Mobil 1 5W-30 market in June 2021. It is an advanced full synthetic


engine oil designed to deliver outstanding engine
Yet another exciting new product was added to the
Mobil 1 product family to meet the growing needs of protection to keep the engine running like new.
customers. The world’s best synthetic motor oil, Mobil Product attributes and availability were communicated
1 5W-30, API SP was launched in the Bangladesh through digital media.

Glimpse of Mobil 1 5W-30 digital launch communications


76 | MJL Bangladesh Limited

Building customer trust through security Outdoor branding


seal solution
The team made rapid strides in completing the
As part of our focus on building customer trust around branding of 39 filling stations of Jamuna Oil Company
product authenticity and quality, we introduced Ltd. across Bangladesh. The co-branded signages
a sealant solution for the first time in Bangladesh of Mobil and Jamuna Oil ensures maximum brand
comprising 10 layers of state-of-the-art security seal visibility, while also showcasing authentic point of
on our 5, 4 and 1-litre cans. To create awareness, purchase of genuine Mobil lubricants. Over the last
few years, the Company has achieved branding of
the team developed an informative AV on security
300+ filling stations across the country.
seal features, which were communicated through
social media and other digital platforms, and also in In addition, strong brand presence has also been
roadshows and seminars. In addition, the team also developed as shop signages in other trade channels,
distributed marketing materials like banners and like independent workshops, franchise car dealer
leaflets among trade channels, including workshops shops, reconditioned car dealer shops, car and bike
and retail outlets to maximise awareness. workshops and retail outlets around the country.

Glimpses of JOCL filling station branding

Digital campaign

MJLBL launched a digital campaign under ‘Ek Click-


ei Mobil Kinun’ in March 2021 to promote easy
online purchase of Mobil lubricants. The pandemic
has accelerated adoption of digital and hence
this move was initiated to ensure convenience of
customers in buying Mobil online. Moreover, free
Glimpses of Mobil security seal communication materials delivery was promised to customers in Dhaka, thus
Annual Report 2020-21 | 77

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.

Glimpses of online availability campaign communications

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

Glimpses of Covid-19 communications


Annual Report 2020-21 | 79

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

FINANCIAL Harnessing technology for


CAPITAL expanding business possibilities

Ease of use and productivity


MANUFACTURED
enhancement for users
CAPITAL

Real-time data availability with


INTELLECTUAL dashboard analytics
CAPITAL

Data integration, protection and


security

Compliance
and assurance
80 | MJL Bangladesh Limited

Overview as many as 400+ sessions were conducted


using online collaboration platforms for the
MJLBL has always considered investments in implementation process.
technology as a tactical prerequisite for building
the foundations for future growth with an eye Progress achieved for the year
to capture a larger share of the market. This
intent is reflected in the Company’s successful SAP S/4HANA went live on 1 August 2021,
implementation of SAP S/4HANA, which is SAP’s representing a significant leap forward in the
cutting-edge ERP for large enterprises with built- Company’s tech journey, bringing its tech platform
in intelligent technologies for agility and business at par with that of ExxonMobil. The business
process transformation. Interestingly, considering possibilities of this most modern ERP are enormous,
the challenges and restrictions of the pandemic, promising, among other benefits:

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

Better customer service and Greater efficiency with near


integration on account of instantaneous reporting
availability of real-time information

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

Enterprise Risk Management


The effective management of risk is integral to good Our risk profile evolved in 2020-21, largely as a result
management practices, and by understanding, of the Covid-19 pandemic, which continues to have a
prioritising and managing risk, we are able to safeguard significant impact on global society. No new material
our people, our assets, our values and reputation, and
risks were identified during the year. However, the
the environment, while identifying opportunities to
likelihood and/or severity of a number of existing
best serve the interests of all stakeholders.
unwanted events that could impact MJLBL was re-
Ensuring effective risk control assessed. We elevated pandemic health risk to a
principal risk as a result of the Covid-19 threat that
As understanding our risks and developing appropriate
is still evolving and taking form differently in different
responses are critical to our future success, we are
committed to an effective and robust system of risk parts of the world. Furthermore, our catastrophic and
identification and an effective response to such risks business continuity risks were accorded the highest
in order to support the achievement of our objectives. priority risks, given the potential consequences.

Root cause: Mitigation: Summary:

Human population We have built strong We made substantial


encroachment in natural experience in sufficiently contribution in public relief
habitats, urbanisation, responding to any exigent against the pandemic.
Pandemic risk changes in land use, events and have business Furthermore, our 2020-
loss of biodiversity, viral continuity plans in place 21 performance attests
Large scale outbreak of
disease from animals, etc., to weather the impact to our preparedness to
infectious diseases, such
are all contributory causes of such events. Further, operate our business
as Covid-19 that increase
of health pandemics that we showed solidarity even in highly challenging
morbidity and mortality
can lead to major socio- with our employees conditions, including
over a wide geographic
economic consequences. and the community at the Covid-19 pandemic
area.
large by helping people environment.
and society cope better
and offering relief and
alleviation. In addition,
we extended emergency
healthcare support
whenever needed by
our employees to enable
them to cope with
the challenges of the
pandemic.
Root cause: Mitigation: Summary:

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

Root cause: Mitigation: Summary:

The most significant We could determine We were able to


factors contributing to the trend of increase in effectively manage lube
this risk are the impacts base oil costs and as an oil price increases during
Product prices of government-imposed emergency response the year, and one of
lockdowns for pandemic we effected advanced the major supporting
Global macro-economic
management, which have inventory procurement, factors was a staggered
conditions have exerted
disrupted global supply which allowed us increase against a one-
pressure/volatility on base
chains and have also to escape the most time revision. Further,
oil costs, which have an
significantly driven up significant cost increase customer re-assurance
influence on end product
freight rates. in base oils. While we on supply commitments
prices. Further, natural gas
adjusted our price list helped us address and
costs also have an impact
during the year, we mitigate price risks better.
on LPG pricing, which is a
refrained from passing
sensitive state subject.
on the full cost push,
a move that ensured
demand integrity. Further,
operational efficiency
gains are the hallmark
of both our businesses
and we focus on this to
ensure better margin
management.
Root cause: Mitigation: Summary:

A fatal incident is We have installed No fire or any such


devastating for the state-of-the-art fire- hazardous incidents were
bereaved family and fighting systems in our reported at our LOBP or
Occupational colleagues. We work hard manufacturing facilities LPG plants.
health and safety to keep our people safe with emergency response
and protected at all times. that helps prevent any
The pandemic has placed untoward incidents.
increased demands
on ensuring safety of
employees and workers.
Besides, we work with
inflammable products
that puts the onus on
us to assure the highest
standards of safety.
Root cause: Mitigation: Summary:

Failure to maintain critical Implementation of our ExxonMobil audited our


plant, machinery and operating model and LOBP in November 2020
infrastructure and operate compliance with the and consigned a 3.9/4
Operational stability in compliance with technical standards of rating in the 3PIMS and
ExxonMobil’s technical ExxonMobil, supported 3.8/4 score in the QP&G
Unplanned or
standards may affect by operational risk audit, which attests to
unscheduled operational
our performance levels. management and the high international
stoppages impact
Our operations may also assurance processes standards we adopt in
production, income flows
be exposed to natural are key mitigation maintaining and operating
and profitability, while
catastrophes and extreme factors against this risk. our facility.
also impeding customer
weather events. Furthermore, judicious
service.
business continuity
planning helped us tide
over the crisis better,
leading to assured
customer supplies and
protection of long-term
relationships.
84 | MJL Bangladesh Limited

Root cause: Mitigation: Summary:

The Company has no We approach regulatory While we adopt and


direct control over changes with a positive uphold all regulations in
regulatory enactments or mindset to explore ways both letter and spirit, we
Regulatory risk changes. by which we can further also want to raise industry
elevate our compliance awareness on the harm
Sudden changes in
and governance standards. adulterated products can
regulations or any adverse
Moreover, we also engage inflict on customer assets.
regulations may have an
with regulators to bring Thus we also engage
impact on our business
to their notice industry in positive regulatory
and our sustainability.
malpractices, such as engagement for the
adulterated products, etc. benefit of all legitimate
We advocate enforcement players and also for users.
action with a view to
ensure a level playing field
and prevention of loss to
govt. exchequer.
Root cause: Mitigation: Summary:

The frequency and We have state-of-the-art We are committed to


sophistication of technology and firewall investments in technology
criminally-motivated systems that help thwart and innovation with
Cyber security and cyberattacks is increasing, any cyberattacks. We also a view to transform
technology especially in the backdrop raise awareness on the safe our business practices
of enhanced digital use of online resources in a way that assures
Loss or harm to our adoption in the pandemic and have rules-based heightened safety against
technical infrastructure era, low awareness, and processes in place across cyber threats. Further,
and use of technology vulnerable infrastructure. the Group that ensure we are also developing
within our organisation adoption of our cyber a sales app and will
from malicious or guidelines. In addition, in integrate it with the ERP
unintentional sources. a major initiative of the for enabling a more
year, we implemented comprehensive view of
SAP S4/HANA, a cutting- our sales and marketing
edge ERP that promises function.
comprehensive protection
of data assets and system
safety with redundancy.
Root cause: Mitigation: Summary:

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 Petroleum Limited


With a focused long-term approach to business, Omera Petroleum Limited has
developed a unique customer-centric proposition anchored on brand trust and
accessibility through distribution network. With sound performance achieved over
the years, the Company has made contributions to strengthen the downstream gas
industry and to the nation’s energy diversity.

Business overview of 2020-21

Tk 11,849 mn Tk 677 mn Tk 300 mn Tk 1.35


Revenue, Operating profit, Net profit, EPS,
up 19% YoY down 26% YoY up 15% YoY up 15% YoY

Omera Petroleum Limited (OPL), a subsidiary of MJL Bangladesh,


is the second largest liquefied petroleum gas (LPG) player in
Bangladesh with a throughput capacity of more than 200,000
metric tons per annum (MTPA). The Company launched
Omera LPG to serve the growing fuel needs of the country
and diversify its energy mix. The demand fundamentals
Key distribution
remain intact, comprising the government’s thrust on
network stats
preservation of natural gas and hence promotion of
LPG, the product substitution focus away from wood
220+
and biomass-based fuels, and the favourable intrinsic Distributors across Bangladesh
characteristics of LPG itself.

As a B2C business where reach is the most critical 34,000+


driver of success, OPL has ensured uninterrupted LPG
Points of retail presence
distribution throughout Bangladesh via making strategic
investments in various operational locations around the
nation. OPL has made robust investments in European-
standard bottling and storage facilities. The Company thus has
a robust competitive edge in addressing the growing demand as it
possesses the largest storage/bottling complex in Bangladesh. The Company has its main import storage terminal
in Mongla, and three satellite storage/bottling stations in Ghorashal (central region), Sherpur (northern region) and
Mirsharai (southern region).

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.

Home Delivery Mother’s Father’s Independence


Campaign Day OVC Day OVC Day OVC

Glimpse of social media campaigns


Annual Report 2020-21 | 89

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

•• 50,000 sq. ft of wall painting on a pilot basis

•• 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

Glimpse of outdoor branding

Television commercial (TVC)

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

Trade partner recognition

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.

Glimpses of trade partner engagement


Annual Report 2020-21 | 91

Omera Cylinders Limited


Omera Cylinders Limited is a leading manufacturer of LPG cylinders in Bangladesh,
comprising a key backward integration initiative of the LPG bottling value chain.

Business overview of 2020-21

Tk 750.27 mn Tk 92.99 mn Tk 47.16 mn Tk 0.42


Revenue, Operating profit, Net profit, EPS,
down 35% YoY down 7% YoY up 13 % YoY up 14 % YoY

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.

Glimpse of export of cylinders to Africa


92 | MJL Bangladesh Limited

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.

Glimpse of marketing initiatives

Achievement of ISO 45001: 2018 Certification

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

Omera Gas One Limited


Omera Gas One Limited has been dedicated to serving the growing national
demand for LPG in industrial, commercial and automotive sectors.

Business overview of 2020-21

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

Glimpse of adherence to Covid protocols

Business continuity stations across the maximum corners of country, OGL


signed agreements with three oil giants of the country,
Amidst the pandemic, OGL ensured swift transition to Padma Oil Company Ltd., Meghna Petroleum Ltd. and
remote work and equipped its teams with the tools Jamuna Oil Company Ltd. The partnership has set the
and resources to ensure seamless working. Further, to foundations for a promising future of OGL Autogas
expand the establishment and reach of LPG refuelling stations across the country.

Agreement signing Agreement signing Agreement signing


ceremony with ceremony with Padma ceremony with
Jamuna Oil Company Oil Company Ltd. Meghna Petroleum
Ltd. Ltd.

Glimpses of agreement signing


Annual Report 2020-21 | 95

Covid alleviation efforts

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.

Glimpse of Covid alleviation efforts

Showcase project and community solidarity

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.

Azam J Chowdhury donates PPE to


Bangladesh Central Jail
FE Online Desk | Wednesday, 6 May 2020

Mr. Azam J Chowdhury, on behalf of Omera Gas


One Ltd. and Omera Petroleum Ltd. has donated
1,000 Personal Protective Equipment (PPE) to the
jail authorities to ensure the safety of the staff of
Dhaka Central Jail during the time of Coronavirus
crisis.

The PPEs have been handed over to IG of Prisons


Directorate, AKM Mustafa Kamal Pasha.

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//

Glimpse of PPE donation and inauguration of central jail LPG project


96 | MJL Bangladesh Limited
Annual Report 2020-21 | 97

Sustainability Report
98 | MJL Bangladesh Limited

Our Citizenship Initiatives


With a focus on maximising our economic impact, the Group’s business initiatives
have been designed to improve lives on a socio-economic level.

Our economic impact As part of our ongoing social responsibility initiatives,


we also make monetary contributions for need-based
Employment generation is a prioritised focus area for
purposes. For instance, during the year we extended
governments around the world, including Bangladesh.
monetary support to the Fulchari Hajj Sattar Trust, as
This has been amplified by Covid-19 that has had a
part of our CSR activities.
ravaging effect on the underprivileged and vulnerable
sections of society. It is expected that economic Covid response and relief
shocks and health distress will force hundreds of
millions to fall below the poverty line. The period since July 2020 has required extraordinary
action and response, especially coming out of the
As a Company we believe we have an important role
first stringent lockdown imposed in Bangladesh
to play, as our business provides indirect employment
from March 2020. The Group has managed these
opportunities to micro and small enterprises and
unprecedented conditions well, demonstrating our
entrepreneurs, comprising those running roadside
mechanic shops and auto workshops and also those agility and resilience. The focus throughout this time
retailing our products. Sensitive to their requirements, was to maintain business continuity, ensure liquidity
we ensure that our products are made available buffer and keep our plants open and safe for our
to them whenever required. We also extend other employees to ensure that we keep meeting our
support, including marketing signage installations, customer supply commitments. The foundation of
sharing best practices and incentivising sales targets. our strategy has proved to be robust in enabling us to
Further, our LPG bottling business is built around maintain operations and service customer needs. The
our distribution network and we host a number of Group has spent across the areas of health and safety,
vendor-partner engagement and incentivisation security, personal protective equipment, temperature
programs that support their business aspirations and scanners, sanitation, communication costs for remote
growth targets. While we have over 200 distributors, working, etc. during the pandemic.
we have a presence across more than 13,700+ retail
points, which indicates the extent of both direct and Furthermore, showing solidarity with our
indirect livelihood opportunities that we provide. communities, we engaged in Covid relief efforts,
making direct monetary contributions as well as
While our business has a strong social and economic
contributions of essential items and provisions. For
impact directly on the grassroots of the society, our
business and production establishments – lube oil instance, we contributed a number of emergency
blending, LPG bottling and cylinder manufacturing, healthcare equipment like oxygen concentrators,
also offer direct employment avenues. In addition, we oxygen flowmeters etc. to the Kulaura Upazilla in
have prioritised local livelihood development, which Moulvibazar District to set up a 10-bed Covid-19
has given a boost to the micro-communities around isolation unit, receiving tremendous appreciation
our operational site vicinities. from the local authorities.
Annual Report 2020-21 | 99

Donation of medical equipment to 10 bed COVID-19 isolation unit at Upazila Health Complex, Kulaura, Moulvibazar
100 | MJL Bangladesh Limited

Embedding ESG Principles


In Our Business
MJLBL is committed to driving sustainable and inclusive economic growth and
human development across Bangladesh, and to ensuring that our business activities
create net positive environmental and social impact through our robust business
and governance practices.

ESG importance for ethical behaviour increases from both customers


The Covid-19 pandemic has highlighted the value of and shareholders, there is an increased focus on
companies integrating effective environmental, social ESG issues, including compliance with legislation,
and governance (ESG) practices into their business to responsible sourcing, product quality and the impact
ensure long-term sustainability. Thus, as the demand of our business on the environment.

Our response to ESG:

We strive to comply We refrained from any salary cuts or


meticulously with retrenchments, thereby supporting our
all industry and employees in times of need, building trust
other statutory with them and earning their loyalty. We
We are a responsible legislations. thus bolstered the social contract we
corporate citizen and are share with our employees.
mindful of our conduct and
operational practices.

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.

We have taken the


initiative to provide
dry ration kits, oxygen
concentrators, etc., to We strive to
enable the underprivileged practice responsible
cope with the pandemic. substitution of
non-renewable/
conventional fuel
We aligned with Our Board independence sources in our LPG
comprehensive operating is reflected in the fact that business, reduce
procedures outlining the Board consists of eight wastages and recycle,
physical distancing, Directors, comprising five wherever possible.
sanitisation protocols and Non-Executive Directors, two
personal hygiene to ensure Independent Directors and one
employee safety. Executive Director, who is the
Managing Director.
Annual Report 2020-21 | 101

Future expectations:

We expect preference to shift to


branded and trusted products
in the post pandemic era and We will continue to engage
we continue to raise awareness transparently with investors and
on the importance of pure other stakeholders regarding
performance-enhancing lube our ESG-related matters.
oils on the integrity of assets and
their maintenance.

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

Our Contribution To National Economy


At MJLBL, our commitment to acting with integrity and transparency remains core to our approach to tax.

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

2016-17 2017-18 2018-19 2019-20 2020-21

NBR awarded MJLBL with VAT online honour card


Annual Report 2020-21 | 103

Driving Performance
in Challenging Times
104 | MJL Bangladesh Limited

Historical Financial Data


Operating performance
Figures are in Tk million except ratios
2016-17 2017-18 2018-19 2019-20 2020-21
Revenue from operations 13,979 17,516 20,321 18,867 20,367
Opearting profit 3,196 3,553 3,592 2,998 3,041
Profit before tax 2,925 3,154 3,058 2,596 3,289
EBITDA 4,207 4,854 5,061 4,900 5,397
Net profit after tax 2,148 2,294 2,108 1,845 2,497
Earnings per share (TK) 6.95 7.00 5.87 5.52 7.53

Statement of financial position

2016-17 2017-18 2018-19 2019-20 2020-21


Current assets 8,754 9,578 10,946 10,634 13,009
Total assets 25,321 30,082 32,682 31,706 33,639
Property, plant and 15,105 18,730 20,520 19,622 19,709
equipment
Net current assets -1,494 -4,105 -3,448 -3,783 -1,492
Long term liabilities 3,890 3,969 4,960 3,616 4,392
Current liabilities 10,248 13,684 14,394 14,417 14,501
Total liabilities 14,138 17,652 19,354 18,032 18,893
Total equity 11,183 12,429 13,328 13,673 14,746

Profitability and other financial ratios

2016-17 2017-18 2018-19 2019-20 2020-21


Gross profit ratio 32.24% 26.23% 24.05% 22.78% 20.16%
Current ratio 0.85 0.70 0.76 0.74 0.90
Return on capital employed 22.79% 22.82% 20.46% 18.82% 18.92%
Debt equity ratio 0.66 0.84 0.91 0.71 0.69

* 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.

Jul 20-Jun 21 Jul 19-Jun 20 Growth


(Taka) % (Taka) % %
Value Addition
Revenue 20,367,217,125 18,867,108,468 7.95%
Cost of Revenue 14,208,290,746 12,635,982,122 12.44%
Value Added 6,158,926,379 6,231,126,346 -1.16%
Operation Expenses Less Employees 914,125,433 1,442,461,564 -36.63%
Remuneration & Depreciation
5,244,800,947 4,788,664,782 9.53%

Add: Other Income 604,735,461 322,133,614 87.73%


Gross Value Added 5,849,536,407 100% 5,110,798,396 100% 14.45%

Distribution of Value Addition


Remuneration and other benefits to 800,294,774 13.68% 886,744,809 17.35% -9.75%
Employees
Government as Income Tax 792,700,403 13.55% 626,652,835 12.26% 26.50%
Depreciation 1,758,887,959 30.07% 1,618,952,601 31.68% 8.64%
Value retained in Business 2,497,653,272 42.70% 1,978,448,150 38.71% 26.24%
5,849,536,407 100% 5,110,798,396 100% 14.45%

Number of employees at the end of 413 435


the year
Value added per employee 14,163,526 11,748,962 20.55%

Jul 20 - Jun 21 Jul 19 - Jun 20

Remuneration and other Remuneration and other


benefits to Employees 13.68% benefits to Employees 17.35%
Government as Income Tax 13.55% Government as Income Tax 12.26%
Depreciation 30.07% Depreciation 31.68%
Value retained in Business 42.70% Value retained in Business 38.71%

* All numbers have been presented on consolidated basis


106 | MJL Bangladesh Limited

Market Value-Added Statement


Market value added statement reflects the Company’s performance evaluated by the market through the share
price of the Company. This amount is derived from the difference between market capitalization and book value of
the shares outstanding. Market value added is one of the market indicators of value creation. The greater market
value added indicates the Company has created substantial wealth for shareholders. A negative market value added
means that the value of management’s actions and investments are less than the value of the capital contributed
to the Company by the capital market.

Market value added statement as of June 30, 2021 and June 30, 2020

Figures are in Tk million


June 30,2021 June 30,2020
Market value of shares outstanding 26,354 20,494
Book value of shares outstanding 12,571 11,611
Market value added 13,783 8,883

Market value of shares outstanding Book value of shares outstanding


12,571
26,354

20,494

11,611

June 30,2021 June 30,2020 June 30,2021 June 30,2020

Market value added


13,783

8,883

June 30,2021 June 30,2020

* All numbers have been presented on consolidated basis


Annual Report 2020-21 | 107

Economic Value-Added Statement


Economic value added (EVA) is a measure of a company’s financial performance based on the residual wealth
calculated by deducting its cost of capital from its operating profit, adjusted for taxes on a cash basis. EVA can
also be referred to as economic profit, and it attempts to capture the true economic profit of a company.

Jul 20-Jun 21 Jul 19-Jun 20


Description
(Taka) (Taka)
Operating profit 3,040,871,841 2,997,650,568
Provision for Income Tax 684,196,164 749,412,642
Net Operating profit after tax (NOPAT) 2,356,675,677 2,248,237,926

Charges for capital


Capital Employed* 19,138,128,390 17,288,896,275
WACC 7.43% 8.93%
Capital Charges 1,422,282,372 1,543,672,958
Economic Value added 934,393,305 704,564,968

*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

* All numbers have been presented on consolidated basis


High Performance
108 | MJL Bangladesh Limited

Perfect Drive
Annual Report 2020-21 | 109

Fostering Resilience
Through Quality
Governance
110 | MJL Bangladesh Limited

A Framework Of Trust Through


Governance
At MJL Bangladesh Limited, we ensure that we evolve and follow the corporate
governance guidelines and best practices sincerely, not only to boost long-term
shareholder value, but also to respect minority rights. We consider it our inherent
responsibility to disclose timely and accurate information regarding our operations
and performance, as well as demonstrate high-quality leadership and governance
of the Company.

Corporate Governance Framework Code of Conduct

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

fiduciary duty is to exercise their business judgment Non-Executive Directors


in the best interests of MJLBL’s shareholders. The
All the Non-Executive Directors are nominated by their
Board is responsible for ensuring that the business
respective institutions except for the Independent
activities are soundly administered and effectively
Directors. All the Directors bring forth independent
controlled. The Directors keep themselves informed
judgment and considerable knowledge to perform
about the company’s financial position and ensure
their roles effectively. The Board of Directors ensures
that its activities, accounts and asset management
that the Company’s activities are always conducted
are subject to adequate control. The Board also with adherence to stringent and the highest possible
ensures that the company’s Policies and Procedures, ethical standards and in the best interests of all
Codes of Conduct and Corporate Governance Code stakeholders.
are implemented and maintained and the Company
adheres to generally accepted principles for good None of the Directors of the Board, except the
governance and effective control of business Managing Director, are involved in the day-to-day
activities. The Board is appraised by the presentation operations of the Company; rather, they provide their
valuable insights and guidance to the management in
on finance, sales, marketing, major business segments
the meeting of the Board and its committees.
and operations of the Company and other matters, as
the members require from time to time. One of the Non-Executive and Independent Directors,
Mr. N K A Mobin, FCA , FCS, CFC is a member of the
The Managing Director along with the Company
Institute of Chartered Accountants of Bangladesh. He
Secretary finalises the agenda papers for the Board provides guidance in matters applicable to accounting
meeting in consultation with the other concerned and audit related issues to ensure compliance and
individuals. The minutes of the proceedings of each reliable financial reporting.
Board meeting are maintained in terms of statutory
provisions. Each Director has a legal duty to act in Independent Directors
the best interest of the Company. The Directors,
At least one-fifth of the Board will consist of
collectively and individually, are aware of their
directors whom the Corporate Governance Code
responsibilities to shareholders and stakeholders has determined to be independent. In general,
for the manner in which the affairs of the Company an independent director must have no material
are managed. The Board sets the Company’s ethics, relationship with MJLBL, directly or indirectly,
values and standards and ensures that its obligations except as a director. The Board will determine
to its shareholders and stakeholders are understood independence on the basis of the standards specified
and met. in the Corporate Governance Code of Bangladesh
Securities and Exchange Commission; and other facts
Chairman and circumstances the Board considers relevant.

The Chairman is appointed by the Board in accordance Nomination of Directors


with the Memorandum and Articles of Association
of the Company. The Chairman of the Company Nominated Non-Executive Directors are nominated
is elected by the Board of Directors from among by the Sponsor shareholders. Recommendation for
the non-executive Directors of the Company. The Non-Executive Independent Directors are received
from various sources for highly capable and seasoned
Board considers the Chairperson being independent.
professionals aligned with the businesses of the
Position of Chairman and Managing Director is filled
Company.
by different persons.
Election of Directors
Managing Director
Board of Directors regularly review the size and
The Managing Director (MD) is appointed by the composition of the Board and mix of expertise, skills,
Board in accordance with the Memorandum and experiences and perspectives that may be desirable
Articles of Association of the Company. The MD of to permit the Board to execute its functions. The
the Company is elected by the Board of Directors. Directors are appointed by the shareholders in the
Position of Chairman and MD is filled by different Annual General Meeting (AGM). Managing Director is
persons. The MD does not hold the same position in appointed by the Board subject to the consent of the
any other listed company. shareholders in the Annual General Meeting (AGM).
112 | MJL Bangladesh Limited

Casual vacancies, if any, are filled by the Board in Additional meetings are also scheduled as and when
accordance with Companies Act, 1994. required.

Term limits Agenda and briefing material

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.

Reviews of aspects of MJLBL’s operations will be Committees


presented by appropriate executives from time to time
as part of the agenda of regular Board meetings. The The Board will appoint from among its members
Board will also normally conduct an on-site visit to an committees it determines are necessary or
MJLBL facility other than the corporate headquarters appropriate to conduct its business. Currently, the
in conjunction with a regular Board meeting. It is also standing committees of the Board are the Audit
expected that each director will remain well informed Committee, Executive Committee and Nomination
regarding current developments and best practices and Remuneration Committee.
in corporate governance. In that regard, the Board
considers it desirable that directors participate in Committee reports
continuing education opportunities and considers
such participation an appropriate expense to be The Chair of each Board committee reports to the full
reimbursed by the Company. Board on the activities of his or her committee and any
recommended changes to the committee’s charter.
Number of regular meetings
Access to employees
The Company conducts its Board meetings and
records the minutes of the meetings as well as keep Directors have full access to senior management of the
required books and records in line with the provisions Company and other employees on request to discuss
of the relevant Bangladesh Secretarial Standards (BSS) the business and affairs of the Company. The Board
as adopted by the Institute of Chartered Secretaries expects that there will be regular opportunities for
of Bangladesh (ICSB) in so far as those standards are directors to meet with the CEO and other members of
not inconsistent with any condition of this Code. The the management in Board and committee meetings
Board normally holds four regular meetings per year. and in other formal or informal settings.
Annual Report 2020-21 | 113

Roles and Responsibilities conducted efficiently and that shareholders


have adequate opportunity to air their views and
The Board obtain answers to their queries.
1. Review and approve strategic business plans, 3. Providing effective leadership in formulating
financial objectives, major capital and operating the strategic direction for the Company and the
budget and matters of policy proposed by senior Board. He or she has overall responsibilities in the
management. execution of the strategic, financial and operating
plans and policies and the annual and long term
2. Monitor senior management’s performance to
business and financial results of the Company.
implement the adopted strategies and provide
relevant direction and advice where necessary to 4. Monitoring workings of the Board especially the
senior management to ensure the achievement conduct of Board meeting. This includes work
of the Company’s objectives. with the Company Secretary to schedule Board
and Board Committee meetings, liaise with the
3. Review and approve performance objectives for
MD/CEO and the Company Secretary on the
senior management team and monitor senior
agenda, ensure that all relevant issues for the
management’s performance on a regular basis
effective running of the Company’s business
to ensure high standards of performance.
are on the agenda and ensure that Directors
4. Appoint MD, CEO and ensure management team receive accurate, timely and clear information in
of the highest caliber is in place to manage the particular about the Company’s performance,
Company. to enable the Board to make sound decisions,
monitor effectively and provide sensible advice to
5. Ensure there is in place a succession planning achieve the Company’s objectives.
strategy to replace senior management, when
necessary. 5. Working with the Board in establishing
appropriate Board Committee structures
6. Ensure that the Company is adequately including the assignment of Directors to Board
capitalized to support the risks undertaken and Committees and the appointment of Chairman
to meet regulatory requirements. of each Board Committee and Code of Conduct.
The Code of Conduct should set out matters
7. Review the adequacy and integrity of the
relating to the authority (in particular whether
Company’s internal control system on a regular
the Board Committee has the authority to act on
basis.
behalf of the Board or simply has the authority
8. Ensure that there is an effective and satisfactory to examine a particular issue and report back to
framework for reporting internal financial the Board with a recommendation), functions,
controls and regulatory compliance so that the membership, operations and responsibilities of
Board and Management will receive relevant and such Board Committees, and other matters that
reliable information on a timely basis. the Board may consider appropriate.

The Chairman 6. Ensuring the independence of the Board in


discharging its duties. This includes encouraging
1. Providing leadership to the Board in matters Non-Executive Directors of the Board to meet
relating to the effective execution of all Board regularly to deliberate on matters of concern
responsibilities. He or she is expected to spend and ensuring that the Board may engage
whatever time necessary to fulfil his or her duties. independent advisors as required (subject to the
proper approval process).
2. Presiding over Board and General Meetings of
the Company. He or she is expected to ensure 7. Ensuring that the Board and individual Directors
that the Board is well informed and effective; fully exercise their responsibilities and fully comply
that members, individually and as a group, have with applicable policies, laws, regulations, rules,
the opportunity to air differences, explore ideas directives and guidelines.
and generate the collective views and wisdom
necessary for the proper operation of the Board 8. Considering and addressing the development
and the Company. Additionally, the Chairman needs of individual directors and the Board as
must ensure that General Meetings too are a whole; maintain the necessary depth and
114 | MJL Bangladesh Limited

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.

11. Representing the Company and the collective The Directors


views of the Board externally and overseeing
1. The members of the Board shall act honestly,
the public relations, including relations with
in good faith and in the best interests of the
key clients, government officials, other public
shareholders and the company.
organizations and the public generally. In addition,
the Chairman is encouraged to use his or her best 2. The Board members will be obligated to be
endeavors to promote the Company’s business in independent in judgment and actions and take all
Bangladesh and overseas. reasonable steps to be satisfied as to the soundness
12. Besides, the Chairman may/shall assume any of decision taken by the Board of Directors.
other responsibility if the Board assigns within
3. Confidential information acquired by the
the purview of the Rules, Regulations, Acts and
members in the course of exercise of directorial
Articles of the company.
duties shall remain the property of the company
The Managing Director and it will be improper to disclose or allow it to
be disclosed, unless that disclosure has been
1. Liaison between Management and the Board. authorized by the company or legally mandated.
Work closely with the Chairman to ensure that
Board and Board Committee meetings are focused 4. The members of the Board shall make every
on the right issues, and that information provided to effort to attend all Board and Committee
the Board is timely and complete in order to enable Meetings during their tenure. They will not absent
them to discharge their responsibilities. Participate themselves without good reasons or confirming
in Board discussions as a director of the Company. leave of absence.

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

Dividend Distribution Policy


1. Introduction immediately preceding the date of declaration of
interim dividend, such interim dividend shall not
This policy, known as the “Dividend Distribution be declared at a rate higher than the average
Policy of MJL Bangladesh Limited”, have been
dividend declared by the Company during the
formulated in line with the Directive no. BSEC/
immediately preceding three financial years. In
CMMRRCD/2021-386/03 dated 14 January 2021
case no final dividend is declared, interim dividend
of Bangladesh Securities and Exchange Commission
paid during the year, if any, will be regarded as
(BSEC) on dividend distribution and management of
final dividend in the Annual General Meeting.
all listed companies in Bangladesh.
4.2 Final dividend: Subject to approval of shareholders
2. Purpose
in Annual General Meeting, the Board of the
The objective of the Policy is to set standard Company may recommend quantum of final
procedures/guidelines to be followed by the Board dividend payable to shareholders in its meeting in
of Directors in deciding/recommending the amount line with BSEC regulation, based on the audited
of dividend (interim and/or final) per share. A financial statements.
dividend policy defines the proportion of dividend
to be declared and paid and the amount of profit 4.3 Special dividend: The Board of Directors may
to be kept as retained earnings. Retained earnings additionally recommend a Special Dividend in
are an important source of internal finance for long special circumstances subject to the approval of the
term growth of the company while dividend payout Shareholders.
reduces the available cash funds of company. The
4.4 Form and mode of dividend: The dividend shall
objective of the Dividend Distribution Policy of the
be paid either in cash or in stock. Cash dividend
Company is to reward its shareholders by sharing
shall be paid through BEFTN or dividend warrant
a portion of the profits/earnings against their
or through use of any electronic mode of payment
investments while also ensuring that enough funds
are retained for future prospects of the Company. facility approved by the Bangladesh Bank or BSEC
from time to time.
This policy aims to ensure dividend incomes to its
shareholders on regular and uniform basis and made 4.5 Prior intimation of dividend: The Company shall
long term capital appreciation for all its shareholders give prior intimation as per BSEC regulation.
of the Company.
4.6 Record date or date of closure of transfer books:
3. Authority The Company shall intimate/announce (at least
seven working days in advance, excluding the
Shareholders for making final approval, Board date of the intimation and the record date/dates
of Directors for making approval of interim and of closure of its transfer books) the record date/
recommending the final dividend and lastly dates of closure of its transfer books to the stock
Management for distributing and ensuring
exchange(s) for the purpose of declaration of
compliances.
dividend.
4. Forms of dividend
4.7 Provisions with regard to dividend distribution:
4.1 Interim Dividend: The Board of Directors may Subject to the provisions of the Act and BSEC
declare Interim Dividend at its absolute discretion Regulations and Memorandum and Articles of
in line with this Policy, based on profits earned as Association of the Company and the terms &
per quarterly (or half- yearly) financial statements. conditions of the issue of securities by the Company,
In case the Company has incurred loss during the the Company may pay dividend in proportion to the
current financial year up to the end of the quarter amount paid up on each share.
120 | MJL Bangladesh Limited

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.

Ageing analysis as on 30.06.2021

Sl. Year Cash Dividend Stock Dividend


(in BDT) (in Units)
1 Less than 5 years (2015-16 to 2019-20) 32,096,596.34 3,214
2 More than 5 years (before 2015-16) 22,584,090.25 16,779
Total 54,680,686.59 19,993.00
122 | MJL Bangladesh Limited

Committees

1. Board Committees

1.1 Audit Committee

Chairman Members
N K A Mobin, FCA ,FCS ,CFC Md. Aminur Rahman
Member Secretary Tanjil Chowdhury
Md. Rokibul Kabir G.M. Khurshid Alam

1.2 Nomination and Remuneration Committee

Chairman Members
G.M. Khurshid Alam Tanjil Chowdhury
Abdul-Muyeed Chowdhury
Member Secretary
Md. Rokibul Kabir

1.3 Executive Committee

Chairman Members
Md. Aminur Rahman Tanjil Chowdhury
Md. Gias Uddin Ansary
Member Secretary
Md. Rokibul Kabir

2. Management Committees

2.1 Management Committee

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

2.2 Product Quality Committee

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

2.3 Purchase Committee

Chairman Members
M Mukul Hossain Mohammad Hamidul Islam
Syed Muhammad Rahmatul Mujeeb, FCA

2.4 Risk Committee

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)

2.5 Compliance Audit Committee

Management Representative Members


Eng. Salah Uddin Ahmed Md. Kamrul Islam
Syed Atiqur Rahman
Member Secretary
Md. Akramul Hoque

2.6 Business Continuity Planning (BCP) Core Committee

BCP Sponsor Members


M Mukul Hossain Eng. Salah Uddin Ahmed
Mohammad Hamidul Islam
BCP Coordinator Mohammad Monirul Islam
Shafquat Mahmud Fahmi
Syed Muhammad Rahmatul Mujeeb, FCA
124 | MJL Bangladesh Limited

Directors’ Report To Shareholders


Dear shareholders, sizable anticipated further policy support in the United
States that includes measures to increase potential.
The Board of Directors of MJL Bangladesh Limited By contrast, persistent output losses are anticipated
consider it their privilege to present the Audited for the emerging market and developing economy
Statement of Financial Position, Statement of Profit grouping due to slower vaccine rollouts and generally
or Loss & Other Comprehensive Income, Statement less policy support, as compared to advanced
of Cash Flows and Statement of Changes in Equity economies.
for the financial year ended June 30, 2021, along
with the Auditor’s Report thereon, for your valued The global economic recovery continues amid a
consideration. We assure our respected shareholders resurging pandemic that poses unique policy challenges.
that across every aspect of our business, we are Vaccinations have proven effective at mitigating the
thinking innovatively about how we work to prioritise adverse health impacts of Covid-19 and have proven
the safety of our people, enhance our sustainability to be an economic stimulus too. Yet, unequal access
standards, and deliver consistent performance and to vaccines, vaccine hesitancy and higher infection
stable returns in challenging times. rates have left many people still susceptible, creating an
environment where the virus festers longer and hence
Global economy trends: Resurging virus poses higher risk to economic recovery. Furthermore,
amid economic recovery the marked spread of the Delta variant and the threat of
new variants that could undermine vaccine effectiveness
As per the latest October 2021 World Economic make the future trajectory of the pandemic highly
Outlook (WEO) report, the global economy is uncertain and complex. This has implications for the
projected to grow 5.9% in 2021 and 4.9% in 2022. resilience of a recovery already in uncharted territory,
The global growth outlook has been revised characterised by pandemic-induced supply-demand
downwards for 2021 and is unchanged for 2022. The mismatches that could worsen with a more protracted
2021 forecast is revised down 0.1 percentage points health crisis. This could put a strain on more vulnerable
relative to the July WEO Update, reflecting forecast economies and even challenge their recovery.
downgrades to the advanced economy and low-
income developing countries group. Many advanced economies have witnessed
remarkable progress in vaccinations. By contrast,
Beyond 2022, global growth is projected to moderate most Emerging Market and Developing Economies
to about 3.3% over the medium-term. Advanced have had a much slower rollout, hampered by lack of
economy output is forecasted to exceed pre- supply and export restrictions. A few notable extracts
pandemic medium-term projections, largely reflecting from the October 2021 WEO are included below:

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

remittance stood at US$ 24,777.72 million, which was


significantly higher by 36.10% against the previous fiscal
year. Furthermore, in FY2020-21, current account deficit
In a nutshell (CAD) stood at US$ 3,808 million on account of strong
remittance inflows, as compared to a US$ 4,724 million
The global economy is projected
deficit in the previous year.
to grow 5.9% in 2021 and 4.9%
Financial account and capital account showed surplus
in 2022 (0.1 percentage point
during this period as well. Hence, the overall balance
lower for 2021 than in the July recorded a surplus of US$ 9,274 million in FY2020-
2021 World Economic Outlook 21, vs. US$ 3,169 million surplus in the previous year.
As a result, foreign exchange reserves increased to a
Update), as per the latest record high of US$ 46.39 billion as on 30 June 2021.
October 2021 World Economic During this period, a marginal 0.05% depreciation in
exchange rate of Taka with the US$ is being observed.
Outlook (WEO) report.
With regards to per capita GDP and GNI, according to
provisional estimates, the volume of GDP at current
market prices reached Tk. 30,11,065 crore in FY2020-
21, which was Tk. 27,39,332 crore in FY2019-20.
Bangladesh economy: Hope against the In nominal terms, GDP growth stood at 9.92% for
challenges the year. As per the final estimates, per capita GDP
in FY2019-20 comprised US$ 1,930, up by US$ 102
Before the onset of the Covid-19 pandemic,
from the previous fiscal year. Likewise, per capita
Bangladesh exhibited high GDP growth, averaging
national income increased to US$ 2,024 in FY2019-
7.4% per year during FY2015-16 to FY2018-19. GDP
20, up by US$ 115 from FY2018-19. Per capita GDP
growth rose to a record 8.15% in FY2018-19.
stood at US$ 2,097 in FY2020-21, up by US$ 167
With the global economy coming to a standstill on from the previous fiscal year, while the per capita
account of the pandemic, it has also had a major national income stood at US$ 2,227, up by US$ 203
negative impact on the economy of Bangladesh. As in the previous fiscal year.
per a Ministry of Finance report that considers the
Coming to sectoral growth patterns, according to
final estimations of BBS, the country’s GDP growth
the provisional estimates from BBS, the following
in FY2019-20 slowed down to 3.51 per cent. Further,
comprise the key points:
according to estimates of BBS, GDP growth in
FY2020-21 stood at 5.40 per cent. Yet, this is hugely •• Agricultural growth slowed to 3.45% in FY2020-
appreciable by any measure as most countries around 21, from 4.59% in FY2019-20. Contribution of the
the globe witnessed deceleration in their economic agricultural sector to the GDP stood at 13.47%
growth. in FY2020-21, marginally down from 13.74% in
FY2019-20.
Considering the developmental profile of the nation,
coupled with sheer intrinsic resilience, it is hoped that •• During the same period, the industry sector grew
GDP growth will attain its past levels and even exceed by 6.12 per cent, which was 3.25% in the previous
them. This is already evident in the fact that despite fiscal year. Contribution of the industry sector stood
lower economic growth caused by the coronavirus, food at 34.99% in FY2020-21, as compared to 34.74%
production and supply chains remained unaffected. This in the previous fiscal year.
led to inflation hovering at 5.56% in FY2020-21, slightly
higher than the target of 5.4 per cent. It is to be noted •• The services sector grew by 5.61% in FY2020-21,
that inflation in the other countries of the world is on as against 4.16% in FY2019-20. Contribution of
the rise only just about now, as supply chains mend and the services sector to the GDP stood at 51.53%
consumption demand recovers. in FY2020-21, against 51.48% in the previous
fiscal year.
On the ex-im front in Bangladesh, both export and import
have exhibited signs of recovery after a sharp decline in Brief overview of the global lubricant
FY2019-20. In FY2020-21, Bangladeshi expatriates’ industry
126 | MJL Bangladesh Limited

One of the major factors driving the growth of the


global lubricant market is shifting production to the
Asia-Pacific. Further, the Asian share in total global
lube oil consumption was expected to range around In a nutshell
42% in 2019. Asia-Pacific is the fastest growing
Bangladesh’s GDP, which grew by
lubricants market and, together with the Middle East
and Africa regions, are expected to drive the lubricant 3.51% in FY2019-20, recorded a
market in the future. These markets together account growth of 5.40% in FY2020-21.
for around 51% of the total market. This is hugely appreciable by any
Bangladesh lubricant market: Potential and measure, as most countries around
possibilities the globe witnessed deceleration in
As per Mordor Intelligence, Bangladesh’s pre- economic growth during the period,
Covid-19 lubricant industry was estimated at annual which was marred by the onset of
consumption of around 130,000 MTPA. However, the the coronavirus pandemic.
pandemic has shrunk the market by about 15-20%,
an outcome of the industrial shutdowns and mobility
compression triggered by the closure of schools and
colleges, as well as capacity restrictions placed on sector, while manufacturing and processing industry
malls, restaurants, etc. also contribute to lube oil demand.

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

Implementation of policy driving industrial Rising affordability in vehicle ownership


reforms
Tentative steps in electric vehicles
Policy interventions to attract global
manufacturing through special economic zones
128 | MJL Bangladesh Limited

Our performance Net profit after tax Tk in million

At MJLBL, we faced the challenges triggered by


the Covid-19 pandemic with courage, resilience
and fortitude to report a satisfactory all-round
performance for the period ended June 30, 2021.
Particularly, our profitability expanded noticeably
during the year, which attests to our focus on robust

1,543

2,147
value creation for our stakeholders.

For the year 2020-21, our standalone revenues 2019-20 2020-21


increased by 0.38% to Tk 8,408 million, as compared
to Tk 8,376 million achieved in the preceding year. Our Parent/Subsidiary/Associated Companies
diversified business profile, depth and quality of our
MJL Bangladesh is a Public Limited company listed
product portfolio, strong risk management practices
on the Dhaka and Chattogram Stock Exchanges. The
and sound experience to harness the positives
major shareholders of the company are EC Securities
while navigating out of an unfavorable business
Limited and Jamuna Oil Company Limited owning
environment contributed to our ability to maintain
52.062% and 19.454% stakes respectively. The rest of
our revenues during the year. Within our business
the shares are owned by the general public.
segments, our oil tanker, manufacturing and trading
divisions contributed 15.52%, 43.90% and 40.58%, MJL Bangladesh Ltd is the parent company of Omera
respectively, to the Company’s standalone revenues Petroleum Ltd (OPL) and Omera Cylinders Ltd (OCL).
during the year. MJL Bangladesh Limited also formed an associate
company incorporated in Singapore by the name
On a standalone basis, cost of goods sold moderated
of MJL (S) PTE LTD on May 18, 2016. Its principal
by 2.88% to Tk 5,571 million in 2020-21, reflecting the
activities being wholesale trading of solid, liquid and
outcome of our cost efficiency programs. Further, the
gaseous fuels and related products. It is operating as
Company’s standalone gross profit rose by 7.47% to
a trading arm of MJL Bangladesh Limited.
Tk 2,837 million in 2020-21. The dual impact of cost
optimisation and gross profit expansion resulted in our Related party transaction
standalone net profit after tax increasing by a healthy
A statement on related party transactions is shown in
39.16% to Tk 2,147 million during the year. Growth
page no 207 of this annual report.
in net profit also elevated our standalone earnings
per share, which stood at Tk 6.78 in 2020-21, against Protection of minority shareholders
Tk 4.87 in the previous reporting period.
MJL Bangladesh Limited always aims to strike a
Our undaunted efforts in countering the challenges proper balance between the rights and interest of
of Covid-19 and our focus on performing against the majority and minority shareholders. To protect the
odds helped protect our investment, as recognized interest of minority shareholders the company has
by our shareholders. This was manifest in our market some effective means like representation of minority
capitalization expanding by 28.90% to Tk 26,354 shareholders on Board, minority shareholders’
million at the end of June 30, 2021. contract in the form of put option, effective
representation of independent directors on Board,
Gross profit Tk in million redressal of investor complaints shown in the page
no 162 of this report, internal appraisal in the form
of internal audit and compliance, ISO certification,
standard business policies, process and procedure
to support business decisions in the larger interest
of the company as a whole.

Corporate and financial reporting framework


2,640

2,837

The members of the board, in accordance with the


Bangladesh Securities and Exchange Commission’s
2019-20 2020-21
Notification no: BSEC/CMRRCD/2006-158/207/
Annual Report 2020-21 | 129

Admin/80 dated 03 June 2018, confirm compliance Risk factors


with the financial reporting framework for the
Different risk factors and management perception
following:
about their mitigation is reported in page no. 82 of
a. The financial statements prepared by the this annual report.
management of MJLBL present fairly its state of
Key operating and financial data of last five
affairs, the result of its operations, cash flows and
years
changes in equity.
Key operating and financial data of last five years is
b. Proper books of accounts of the issuer company
shown in page no. 104 of this annual report.
have been maintained.
Dividend
c. Appropriate accounting policies have been
consistently applied in preparation of the financial The Board has recommended a 55% cash dividend
statements and that the accounting estimates are i.e. Taka 5.50 per share recommended by the Board of
based on reasonable and prudent judgment. Directors of the Company on October 18, 2021, having
record date of November 17, 2021. The Company did
d. International Accounting Standards (IAS)/ not declare any stock dividend as interim dividend.
Bangladesh Accounting Standards (BAS)/
International Financial Reporting Standards (IFRS)/ Contribution to the national exchequer
Bangladesh Financial Reporting Standards, as MJLBL regularly pays its corporate tax, withholding
applicable in Bangladesh, have been followed in tax and VAT on time. We have deposited BDT 794
preparation of the financial statements and any million to the government exchequer as withholding
departure there from has been adequately disclosed. and corporate tax in the reporting period of 2020-21.
We have also deposited BDT 1,029 million as VAT in
e. The system of internal control is sound in design and
the same period.
has been effectively implemented and monitored.
Shareholding pattern
f. There are no significant doubts upon the issuer
company’s ability as a going concern. The shareholding pattern of the company at the end of
June 30, 2021 is shown in page no. 160 of this annual
Management discussion and analysis report.
Management’s Discussion and Analysis signed by Board meetings and attendance
CEO and Head of Finance & Planning presenting
detailed analysis of the company’s position and During the period ended June 30, 2021, eight
meetings of the Board of Directors were held. The
operations along with a brief discussion of changes in
attendance of the Directors is shown in page no. 133
the financial statements is given in page no. 52-54 &
of this annual report.
56-59 of this annual report.
Audit committee
Certification by CEO and Head of Finance &
Planning During the period ended June 30, 2021, five meetings
of the Board of Audit Committee were held. The
The certification of the CEO and Head of Finance
attendance of the members is shown in page no. 133
& Planning to the Board on the correctness and fair of this annual report.
presentation of financial statement is shown in page
no. 137 of this annual report. Nomination and remuneration committee

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.

Directors’ profile along with their representation in Appointment of compliance auditor


other company is shown in page no. 19 of this annual Hussain Farhad & Co., Chartered Accountants was
report. appointed as Certified Compliance Professional for
Directors’ remuneration the year 2020-21 and hold office until the 23rd Annual
General Meeting (AGM) in 2021. They have completed
Directors’ are not entitled for any remuneration other the Compliance Audit of Corporate Governance for
than the fees for attending the meeting of the Board the year ended June 30, 2021 of MJL Bangladesh
and its Committee. The amount of remuneration paid Limited according to the Bangladesh Security
to directors is also disclosed in page no. 206 of this Exchange Commission’s Corporate Governance
annual report. Code. They have expressed their interest to act as
Certified Compliance Professional (Compliance
Approval of appointment of Independent Auditor) of the company for the next financial year
Director 2021-22.

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

Acknowledgement Finally, I wish to extend my thanks to my fellow Board


members for their strategic guidance to help the
On behalf of the Board of Directors, I wish to
Company especially navigate through complex and
extend my warm and sincere appreciation to all
challenging times such as these.
our stakeholders, including our valued customers,
shareholders, vendors and business associates for Despite turmoil in the economy, MJL Bangladesh
their continued support to the Group. I would also like has continued to demonstrate resilience both
to thank our bankers and financial institutions for their in terms of financial strength and performance.
unwavering support over these years. While the immediate months and quarters ahead
of us continue to be partly uncertain, I do retain my
Particularly, I express my gratitude to our people
measured optimism about our future. The world is
who have stood up valiantly, confidently and
steadily expanding vaccination coverage, which is
determinedly to face these extraordinary times in
our best hope of blunting any subsequent waves
serving our customers, extending a helping hand to
and eventually putting the deleterious effects of the
our communities and to each other, and meeting our
pandemic behind. Once we push beyond that, the
performance expectations. Our people have been
future appears favourable. I am confident that with
instrumental for getting us through an incredibly tough
the continued support from all our stakeholders we
year with sheer force of will and application of mind.
will rise above and go beyond towards a brighter
This reinforces my belief that team MJL Bangladesh is
future for all.
truly an asset and a source of much confidence as we
move forward in the pursuit of our long-term goals. I wish all of you and your family’s safety and good
The Board is also grateful to the Government of health.
Bangladesh, Ministry of Energy and Mineral Resources On behalf of the Board of Directors,
Division, Ministry of Commerce and Industries,
Bangladesh Bank (BB), Bangladesh Investment
Development Authority (BIDA), National Board of
Revenue (NBR), Bangladesh Securities & Exchange
Commission (BSEC), Registrar of Joint Stock
Companies and Firms (RJSC), Dhaka Stock Exchange
(DSE), Chattogram Stock Exchange (CSE), Central
Depository Bangladesh Limited (CDBL) and Chief
Controller of Export and Import for the support and Md. Anisur Rahman
co-operation extended to the Group during the year. Chairman
132 | MJL Bangladesh Limited

Annexure I

Pattern of shareholding on June 30, 2021 as required by the revised Corporate Governance Guidelines issued by BSEC:

i) Parent/Subsidiary/Associated companies and other related party:

Name of Shareholder Percentage Shares Held


EC Securities Limited 52.062 164,906,818
Jamuna Oil Company Limited 19.454 61,621,900

ii) Shareholding status of Directors/CEO/CS/CFO/Head of Internal Audit and their spouses and minor children:

Name Relation Shares Held


Md. Anisur Rahman Nominated Director of Jamuna Oil Company Ltd. Nil
Abdul-Muyeed Chowdhury Nominated Director of EC Securities Ltd. Nil
Md. Aminur Rahman Nominated Director of EC Securities Ltd. Nil
Md. Gias Uddin Ansary Nominated Director of Jamuna Oil Company Ltd. Nil
Tanjil Chowdhury Nominated Director of EC Securities Ltd. 7,025
Azam J Chowdhury Nominated Director of EC Securities Ltd. 7,025
G.M. Khurshid Alam Independent Director Nil
N K A Mobin, FCA ,FCS ,CFC Independent Director Nil
M Mukul Hossain Chief Executive Officer Nil
Syed Muhammad Rahmatul Mujeeb, FCA Head of Finance & Planning Nil
Md. Rokibul Kabir Company Secretary Nil
S.M. Zeeshan Saad, ACA (England & Wales) Manager-Internal Audit & Compliance Nil

iii) Top-five salaried persons other than CEO, CFO, CS and HIA:

Designation Relation Shares Held


General Manager Engr. Salah Uddin Ahmed Nil
Chief Technology Officer Shafquat Mahmud Fahmi Nil
General Manager- Sales & Marketing Engr. Md. Shahin Alom Nil
Head of Human Resources & Administration Nagma Mahmood Nil
DGM - Head of Supply Chain Mohammad Hamidul Islam Nil

iv) Shareholders holding ten percent or more voting interest in the Company:

Name of Shareholder Percentage Shares Held


EC Securities Limited 52.062 164,906,818
Jamuna Oil Company Limited 19.454 61,621,900
Annual Report 2020-21 | 133

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

Report of Audit Committee


MJL Bangladesh Limited established an Audit Committee as a sub-committee of
the Board of Directors. The Audit Committee is responsible to the Board and they
assist the Board of Directors 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. The duties and responsibilities of the Audit Committee
are clearly set forth in writing by the Board in the Audit Committee Charter.

Composition of Audit Committee

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:

1. Mr N K A Mobin, FCA, FCS, CFC Independent Director Chairman


2. Mr Md. Aminur Rahman Non-Executive Director Member
3. Mr Tanjil Chowdhury Non-Executive Director Member
Nomination withdrawn
4. Dr. Ijaz Hossain Independent Director Member
on April 28, 2021
Appointed on
5. G. M. Khurshid Alam Independent Director Member
April 28, 2021

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.

Major Responsibilities of the Audit •• Review the effectiveness and appropriateness


Committee of accounting policies and principles, financial
reporting process and guidelines, internal control
The authority, roles and responsibilities of the Audit system, risk management framework, and overall
Committee are delineated in the Audit Committee company’s processes for monitoring compliance
Charter. The Board has assigned authority and with laws and regulations.
responsibilities to the Committee to provide oversight
of the financial reporting process, the audit process, •• Review the adjustments, disagreements and key
the system of internal controls and compliance with issues of external auditors. Meet with management
laws and regulations. and external auditors to review critically the financial
statements, accounting policies and assumptions
Some of the major responsibilities of the Audit as well as its corresponding financial effect on
Committee are as follows: audited financial statement.

•• 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.

Committee’s Report Summary

During the year, Audit Committee conducted the


following major activities:

•• 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

Statement On Nomination And


Remuneration Committee
MJL Bangladesh Limited established a Nomination and Remuneration Committee
(NRC) as a sub-committee of the Board of Directors. The NRC is responsible to
the Board and they assist the Board of Directors in ensuring that 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.

Composition of NRC of 3 (three) non-executive directors as members


including an independent director. Following are
In accordance with the requirements of Corporate
Governance Code of BSEC, the NRC of MJL Bangladesh the members of the Nomination and Remuneration
Limited appointed by the Board of Directors comprised Committee:

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.

Major Responsibilities of the NRC •• Developing, recommending and reviewing annually


the company’s human resources and training
The key roles of NRC shall oversee, among others, the policies.
following matters and make report with recommendation
to the Board: Activities Carried out by NRC
•• Formulating the criteria for determining During the year, NRC conducted the following major
qualifications, positive attributes and independence activities:
of a director and recommend a policy to the Board,
1. Reviewed & approved the Terms of Reference of
relating to the remuneration of the directors, top
Nomination and Remuneration Committee.
level executive considering the fixed guidelines as
directed in the notification. 2. Reviewed & approved the Code of Conduct for
the Chairperson, other Board members and Chief
•• Devising a policy on Board’s diversity taking into Executive officer.
consideration of age, gender, experience ethnicity,
educational background and nationality. 3. Reviewed the policy regarding qualification, positive
attribute and independence of director and policy
•• Identifying persons who are qualified to become relating to the remuneration of the directors, top
directors and who may be appointed in top level level executive.
executive position in accordance with the criteria 4. Reviewed the policy on Board’s diversity taking into
laid down and recommend their appointment and consideration age, gender, experience, ethnicity,
removal to the Board. educational background and nationality.

•• 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.

6. Reviewed the policy for evaluation of performance


•• Identifying the company’s needs for employees
of Independent directors and the Board.
at different levels and determine their selection,
transfer or replacement and promotion criteria. 7. Recommended nomination of Independent director.
Annual Report 2020-21 | 137

Report On Financial Statements By


CEO And Head Of Finance & Planning
October 18, 2021

The Board of Directors


MJL Bangladesh Limited
Mobile House, CWS(A) 13/A, Gulshan Avenue
Bir Uttam Mir Shawkat Sarak
Dhaka-1212, Bangladesh

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,

Syed Muhammad Rahmatul Mujeeb, FCA M Mukul Hossain


Head of Finance & Planning Chief Executive Officer
138 | MJL Bangladesh Limited

Report to the Shareholders of


MJL Bangladesh Limited
on Compliance on the Corporate Governance Code

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

d) The Governance of the company is satisfactory.

For Hussain Farhad & Co., Chartered Accountants

Place: Dhaka, M Farhad Hussain FCA


Dated: November 10, 2021 Managing Partner
Annual Report 2020-21 | 139

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:

(Report under condition no. 9.00)

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):

Provided that in absence of Chairperson of


the Audit Committee, any other member from
the Audit Committee shall be selected to be
present in the annual general meeting (AGM)
and reason for absence of the Chairperson of
the Audit Committee shall be recorded in the
minutes of the AGM.
Annual Report 2020-21 | 151

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:

Provided that in absence of Chairperson of


the NRC, any other member from the NRC
shall be selected to be present in the annual
general meeting (AGM) for answering
the shareholder’s queries and reason for
absence of the Chairperson of the NRC shall
be recorded in the minutes of the AGM
6.4 Meeting of the (a) The NRC shall conduct at least one √ -
NRC meeting in a financial year
(b) The Chairperson of the NRC may convene Not Applicable
any emergency meeting upon request by as no such
any member of the NRC emergancy
situation has
been occurred
(c) The quorum of the meeting of the √ -
NRC shall be constituted in presence of
either two members or two third of the
members of the Committee, whichever is
higher, where presence of an independent
director is must as required under
condition No. 6(2)(h)
(d) The proceedings of each meeting of the √ -
NRC shall duly be recorded in the minutes
and such minutes shall be confirmed in
the next meeting of the NRC
156 | MJL Bangladesh Limited

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:

Provided that spouse, son, daughter, father,


mother, brother, sister, son-in-law and
daughter-in-law shall be considered as
family members.
(3) Representative of external or statutory √ -
auditors shall remain present in the
Shareholders’ Meeting (Annual General
Meeting or Extraordinary General
Meeting) to answer the queries of the
shareholders.
158 | MJL Bangladesh Limited

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

Communication To Shareholders And


Stakeholders
At MJLBL, we believe that our success depends page on our website and share information
not only on embracing the highest standards of about the Company’s performance through a
performance and service delivery that our stakeholder comprehensive and information-rich Annual
ecosystem has come to expect of us, but also on Report, at our Annual General Meeting
our ability to understand, influence and manage and through full-year and quarterly results
the expectations of this ecosystem. This represents presentations. We also engage with analysts and
the cornerstone of our focus on communication to other investment management firms to share
shareholders and other stakeholders
updates while providing them with a contextual
At our Company, we take into cognizance the interests reference on our progress and aspirations.
of all our external and internal stakeholders. These
•• External stakeholders – We deploy a range
include current as well as potential shareholders,
of media to communicate with external
clients, colleagues, government regulators, media,
stakeholders. These include face-to-face
professional bodies and trade associations and the
communities around our manufacturing facilities and meetings and events as well as sharing
distribution centres. We recognise that consistent, marketing materials such as brochures, case
effective, open, transparent, honest and timely studies and newsletters, especially with our
communication is important to help us convey our customers. We operate a proactive programme
aims, objectives, policies and other key corporate of communication to share information with
developments on an ongoing basis and to endorse the media and ensure we provide timely and
our integrity and trustworthiness as a publicly-listed accurate information about our achievements,
company. performance and successes, on our website and
social media channels.
In this regard, we provide information through a
number of channels including traditional media and •• Internal stakeholders – We communicate with
through digital channels, such as our website and our colleagues across Bangladesh through both
social media sites. We ensure at all times that our informal and formal communication channels,
communication conveys our beliefs and values while with a particular emphasis on ensuring we have
explaining in some detail the core rationale behind the
feedback mechanisms in place to promote open
update. We are also prompt to issue notifications that
and active dialogue and communication between
might be price-sensitive, to the concerned authorities
colleagues. These communication channels
and regulatory bodies. Importantly, we pursue our
include webinars, staff notices, newsletters,
commitment of open and honest communication
posters and conferences to ensure colleagues
through:
understand the Company’s overarching aims
•• Shareholders and potential investors – and objectives and know where they fit in to help
We communicate with shareholders and achieve these. This also provides a mechanism
potential investors via our investor relations for knowledge exchange throughout the Group.
160 | MJL Bangladesh Limited

Useful Investor Information


Shareholding composition of June 30, 2021

Sl. No. Name of Shareholders Number of Shares % of total Shares


1 SPONSORS/DIRECTORS:
EC Securities Limited 164,906,818 52.0618
Jamuna Oil Company Limited 61,621,900 19.4543
Mr. Azam J Chowdhury 7,025 0.0022
Tanjil Chowdhury 7,025 0.0022
Sub-Total 226,542,768 71.5205

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

Trend of share price

Lowest Highest Average Weighted Turnover


Date Closing Price
Price Price Price Average Price (BDT mn)
30-07-2020 73.10 75.60 74.77 74.84 74.80 5.94
31-08-2020 84.50 86.50 84.83 84.77 84.70 8.73
30-09-2020 85.00 86.50 85.63 85.70 85.70 2.50
29-10-2020 80.30 80.30 80.30 80.30 80.80 4.02
30-11-2020 69.50 70.90 70.15 70.20 70.50 2.71
29-12-2020 76.60 78.40 77.48 77.40 77.50 7.40
31-01-2021 79.00 83.30 80.02 79.92 79.20 9.18
28-02-2021 75.00 77.80 76.16 76.17 76.00 4.68
31-03-2021 75.00 77.00 75.74 75.75 75.80 2.33
29-04-2021 81.50 83.50 82.68 82.90 83.30 4.61
31-05-2021 82.50 83.80 83.24 83.33 83.40 4.63
30-06-2021 81.20 83.70 82.89 83.09 83.20 4.09
162 | MJL Bangladesh Limited

Redressal Of Investor Complaints


Strong investor grievance redressal mechanisms and protection of retail investor interests go hand-in-hand. In
ensuring the existence of a transparent, time-bound, easier and simpler grievance redressal mechanism for retail
investors, their protection will be substantially ensured and they will be able to increasingly mobilize and place their
investments – and trust – in the capital markets and thus contribute towards national economic development
by channelizing their savings into investments and facilitating stronger capital formation. In this context, systems
must offer adequate checks and balances in which corporate efforts towards value creation are backed by investor
confidence in company operations and managements.

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

Independent Auditor’s Report


To the Shareholders of 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.

Other Information In connection with our audit of the consolidated and


the separate financial statements, our responsibility is
Management is responsible for the other information. The to read the other information identified above when it
other information comprises all of the information in the becomes available and, in doing so, consider whether
Annual report other than the consolidated and separate the other information is materially inconsistent with the
financial statements and our auditor’s report thereon. consolidated and the separate financial statements or our
The annual report is expected to be made available to us knowledge obtained in the audit, or otherwise appears to
after the date of the auditor’s report. be materially misstated.

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.

Report on other Legal and Regulatory


Requirements
Muhammad Farooq FCA,
We also report that the consolidated and separate Managing Partner, Enrolment No: 0521
financial statements comply with the Companies Act, Howladar Yunus & Co., Chartered Accountants
1994, the Securities and Exchange Rules, 1987 and other Firm’s Registration No.: N/A
applicable laws and regulations. We, as required by law, Dated: Dhaka, October 18, 2021
further report that: DVC No.: 2110180521AS299967
Annual Report 2020-21 | 173

MJL Bangladesh Limited and its Subsidiaries


Consolidated Statement of Financial Position
As at 30 June 2021

30 June 2021 30 June 2020


Notes
BDT BDT
ASSETS
Property, plant and equipment 3 19,709,278,744 19,629,171,514
Intangible assets 4 2,901,270 867,308
Right of Use Assets (RoUA)-Lease 5 201,334,878 35,471,768
Investment property 6 151,530,923 16,686,592
Capital work-in progress 7 335,155,687 1,184,698,165
Investment in subsidiary and associate 8 219,223,048 196,414,995
Investment in bonds and shares 9 10,500,000 8,250,000
Total Non-Current Assets 20,629,924,550 21,071,560,342
Inventories 10 2,672,034,339 2,248,782,009
Trade and other receivables 11 1,341,720,038 1,356,021,665
Investment in bonds and shares 9.1 67,652,619 43,345,778
Inter company receivables 12 1,366,619,287 1,666,986,706
Advances, deposits and prepayments 13 2,476,476,410 2,297,840,094
Advance income tax 14 4,326,856,801 3,599,405,505
Investments in fixed deposits 15 504,503,451 75,254,980
Cazsh and cash equivalents 16 252,939,382 (653,529,990)
Total Current Assets 13,008,802,327 10,634,106,747
TOTAL ASSETS 33,638,726,877 31,705,667,089
EQUITY AND LIABILITIES
Share capital 17 3,167,520,270 3,167,520,270
Share premium 4,074,000,000 4,074,000,000
Retained earnings 18 5,329,536,279 4,369,591,098
12,571,056,549 11,611,111,368
Non-controlling interest 19 2,174,829,198 2,062,254,012
Total Equity 14,745,885,747 13,673,365,380
Liabilities
Deferred tax liabilities 20 1,030,849,219 1,031,840,225
Long term loan (net off current portion) 1,486,625,000 1,125,931,709
Lease Obligation-(RoUA) 182,994,297 18,100,307
Advance lease rental against cylinder (net off current maturity) 1,691,774,127 1,439,658,655
Total Non-Current Liabilities 4,392,242,643 3,615,530,896
Long term loan (current portion) 764,550,000 579,783,748
Current Portion of Lease Obligation-(RoUA) 10,140,822 3,307,316
Advance lease rental against cylinder (current maturity) - 791,036,770
Short term loan 21 6,175,806,150 6,470,474,544
Bank overdraft 22 15,876,169 4,158,280
Trade creditors 23 1,522,462,665 1,287,127,261
Provision for income tax 24 5,253,750,082 4,461,049,679
Subscription money payable 15,244,474 15,182,048
Unpaid dividend 51 54,680,687 49,641,711
Other liabilities 25 688,087,438 755,009,456
Total Current Liabilities 14,500,598,487 14,416,770,813
Total Liabilities 18,892,841,130 18,032,301,709
TOTAL EQUITY AND LIABILITIES 33,638,726,877 31,705,667,089
Net Asset Value (NAV) - Consolidated 33 39.69 36.66

The annexed notes form an integral part of these consolidated financial statements.

Managing Director Director Head of Finance & Planning Company Secretary

This is the Consolidated Statement of Financial Position referred to in our separate report of even date.

Muhammad Farooq FCA


Managing Partner, Enrolment No: 0521
Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
Dated: Dhaka, October 18, 2021
DVC No.:2110180521AS299967
174 | MJL Bangladesh Limited

MJL Bangladesh Limited


Statement of Financial Position
As at 30 June 2021

30 June 2021 30 June 2020


Notes
BDT BDT
ASSETS
Property, plant and equipment 3A 6,294,082,066 5,977,900,529
Intangible assets 4A 2,556,098 669,475
Right of Use Assets (RoUA)-Lease 5A 1,233,589 2,600,133
Investment property 6A 151,530,923 16,686,592
Capital work-in progress 7A 206,476,754 1,150,686,547
Investment in subsidiaries and associate 8A 2,978,553,663 2,978,553,663
Investment in bonds and shares 9A 10,500,000 8,250,000
Total Non-Current assets 9,644,933,093 10,135,346,939
Inventories 10A 1,220,770,043 1,343,870,004
Receivables 11A 1,227,893,581 1,155,186,657
Investment in bonds and shares 9A.1 67,652,619 43,345,778
Inter company receivables 12A 1,366,619,287 2,043,337,856
Advances, deposits and prepayments 13A 1,086,891,983 1,143,100,859
Advance income tax 14A 4,326,856,801 3,599,405,505
Investments in fixed deposits 15A 504,503,451 75,254,980
Cash and cash equivalents 16A 148,420,305 125,625,399
Total Current Assets 9,949,608,070 9,529,127,038
TOTAL ASSETS 19,594,541,163 19,664,473,977
EQUITY AND LIABILITIES
Equity
Share capital 17 3,167,520,270 3,167,520,270
Share premium 4,074,000,000 4,074,000,000
Retained earnings 18A 4,276,132,014 3,555,003,715
Total equity 11,517,652,284 10,796,523,985
Liabilities
Deferred tax liabilities 20A 306,876,623 418,540,976
Long term loan (net off current portion) - 361,381,709
Lease Obligation-(RoUA) 973,125 1,545,644
Total Non-Current liabilities 307,849,748 781,468,329
Short term loan 21A 1,696,132,186 2,340,623,712
Current Portion of Lease Obligation-(RoUA) 572,520 1,397,945
Long term loan (current portion) - 239,983,750
Bank overdraft 22A 15,876,170 4,158,280
Trade creditors 23A 534,110,986 634,792,370
Provision for income tax 24A 4,972,100,162 4,268,455,585
Subscription money payable 15,244,474 15,182,048
Unpaid dividend 51A 54,680,687 49,641,711
Other liabilities 25A 480,321,946 532,246,262
Total current liabilities 7,769,039,131 8,086,481,663
Total liabilities 8,076,888,879 8,867,949,992
TOTAL EQUITY AND LIABILITIES 19,594,541,163 19,664,473,977
Net asset value (NAV) 33A 36.36 34.09
The annexed notes form an integral part of these financial statements.

Managing Director Director Head of Finance & Planning Company Secretary

This is the Statement of Financial Position referred to in our separate report of even date.

Muhammad Farooq FCA


Managing Partner, Enrolment No: 0521
Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
Dated: Dhaka, October 18, 2021
DVC No.:2110180521AS299967
Annual Report 2020-21 | 175

MJL Bangladesh Limited and its Subsidiaries


Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the period ended 30 June 2021

Jul'20-Jun'21 Jul'19-Jun'20
Notes
BDT BDT

Revenue 21,998,677,017 20,272,028,064


Less: VAT 1,631,459,892 1,404,919,596
Net revenue 27 20,367,217,125 18,867,108,468

Less: Cost of revenue 28 16,260,914,712 14,569,901,435


Gross profit 4,106,302,413 4,297,207,033
Add: Other income 29 604,735,461 322,133,614
4,711,037,874 4,619,340,647
Less: Administrative and selling expenses 30 1,065,430,572 1,299,556,465
Income from operation 3,645,607,302 3,319,784,182
Less: Financial charge 31 356,620,178 723,758,051

Profit before tax 3,288,987,124 2,596,026,131


Less: Provision for income tax
Current tax 24 792,700,403 626,652,835
Deferred tax (991,007) 124,012,971
791,709,396 750,665,806
Net profit after tax 2,497,277,728 1,845,360,325

Other comprehensive income 626,760 -

Total comprehensive income 2,497,904,488 1,845,360,325

Non Controlling Interest (Share of operating profit/(loss) 112,575,185 96,801,238


Comprehensive income attributable to ordinary shareholders 2,385,329,303 1,748,559,087
2,497,904,488 1,845,360,325

Consolidated Earnings Per Share (EPS) - Basic 32 7.53 5.52

The annexed notes form an integral part of these consolidated financial statements.

Managing Director Director Head of Finance & Planning Company Secretary

This is the Consolidated Statement of Profit or Loss and Other Comprehensive Income referred to
in our separate report of even date.

Muhammad Farooq FCA


Managing Partner, Enrolment No: 0521
Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
Dated: Dhaka, October 18, 2021
DVC No.:2110180521AS299967
MJL Bangladesh Limited
Statement of profit or loss and other comprehensive income
176 |

For the period ended 30 June 2021


(Amount in BDT)
Jul’20-Jun’21 Jul’19-Jun’20
Notes Oil Tanker Manufacturing Trading Total
Total
Unit Unit Unit

Revenue 1,465,289,657 4,142,486,633 3,829,211,113 9,436,987,403 9,300,498,236


Less: VAT - 534,362,436 494,602,313 1,028,964,749 924,287,824
MJL Bangladesh Limited

Net revenue 27A 1,465,289,657 3,608,124,197 3,334,608,800 8,408,022,654 8,376,210,412


Less: Cost of revenue 28A 1,126,362,656 1,943,578,576 2,500,681,618 5,570,622,850 5,735,926,640
Gross profit 338,927,001 1,664,545,621 833,927,182 2,837,399,804 2,640,283,772
Add: Other income 29A 308,383,336 110,909,515 102,501,972 521,794,823 287,912,976
647,310,337 1,775,455,136 936,429,154 3,359,194,627 2,928,196,748
Less: Administrative and selling expenses 30A 34,691,652 248,572,988 229,729,806 512,994,446 603,508,292
Financial charges 31A 17,100,236 47,088,428 43,518,870 107,707,534 256,131,882
51,791,888 295,661,416 273,248,676 620,701,980 859,640,174
Profit before tax 595,518,450 1,479,793,720 663,180,478 2,738,492,647 2,068,556,574
Less: Provision for income tax:
Current tax 24A 703,644,577 547,555,517
Deferred tax 20A (111,664,352) (21,503,555)
591,980,225 526,051,962
Net Profit after tax 2,146,512,422 1,542,504,612
Other comprehensive income - -
Total comprehensive income 2,146,512,422 1,542,504,612
Earnings Per Share (EPS) - Basic 32A 6.78 4.87
The annexed notes form an integral part of these financial statements.

Managing Director Director Head of Finance & Planning Company Secretary

This is the Statement of Profit or Loss and Other Comprehensive Income referred to in our separate report of even date.

Muhammad Farooq FCA


Managing Partner, Enrolment No: 0521
Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
Dated: Dhaka, October 18, 2021
DVC No.:2110180521AS299967
MJL Bangladesh Limited and its subsidiaries
Consolidated statement of changes in equity
For the period ended 30 June 2021
(Amount in BDT)

Retained Non Controlling


Particulars Share Capital Share Premium Total Equity
Earnings Interest

Balance as on 01 July 2020 3,167,520,270 4,074,000,000 4,369,591,098 2,062,254,012 13,673,365,380


Dividend for the year 2019-20 - - (1,425,384,122) - (1,425,384,122)
Total Comprehensive Income for the period - - 2,385,329,303 112,575,185 2,497,904,488
Elemination of NCI for MJL AKT sale - - - - -
Balance at 30 June 2021 3,167,520,270 4,074,000,000 5,329,536,279 2,174,829,198 14,745,885,747

Balance as on 01 July 2019 3,167,520,270 4,074,000,000 4,048,684,403 2,038,259,982 13,328,464,655


Prior year adjustment for OGL - - 370,223 222,168 592,390
Adjustment for finance lease - - (2,638,493) - (2,638,493)
Dividend for the year - - (1,425,384,122) - (1,425,384,122)
Elemination of NCI for MJL AKT sale - - (73,029,376) (73,029,376)
Total Comprehensive Income for the period - - 1,748,559,087 96,801,238 1,845,360,325
Balance at 30 June 2020 3,167,520,270 4,074,000,000 4,369,591,098 2,062,254,012 13,673,365,380

Managing Director Director Head of Finance & Planning Company Secretary

This is the Consolidated and Separate Statement of Changes in Equity referred to in our separate report of even date.

Muhammad Farooq FCA


Annual Report 2020-21

Managing Partner, Enrolment No: 0521


Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
| 177

Dated: Dhaka, October 18, 2021


DVC No.:2110180521AS299967
MJL Bangladesh Limited
178 |

Statement of changes in equity


For the period ended 30 June 2021
Retained
Particulars Share Capital Share Premium Total Equity
Earnings

Balance as on 01 July 2020 3,167,520,270 4,074,000,000 3,555,003,715 10,796,523,985


Dividend for the year 2019-20 - - (1,425,384,122) (1,425,384,122)
Total Comprehensive Income for the period - - 2,146,512,422 2,146,512,422
MJL Bangladesh Limited

Balance at 30 June 2021 3,167,520,270 4,074,000,000 4,276,132,014 11,517,652,284

Balance as on 01 July 2019 3,167,520,270 4,074,000,000 3,440,521,719 10,682,041,989


Adjustment for finance lease - - (2,638,493) (2,638,493)
Dividend for the year - - (1,425,384,122) (1,425,384,122)
Total comprehensive income for the period - - 1,542,504,612 1,542,504,612
Balance at 30 June 2020 3,167,520,270 4,074,000,000 3,555,003,715 10,796,523,985

Managing Director Director Head of Finance & Planning Company Secretary

This is the Consolidated and Separate Statement of Changes in Equity referred to in our separate report of even date.

Muhammad Farooq FCA


Managing Partner, Enrolment No: 0521
Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
Dated: Dhaka, October 18, 2021
DVC No.:2110180521AS299967
Annual Report 2020-21 | 179

MJL Bangladesh Limited and its Subsidiaries


Consolidated statement of Cash Flows
For the period ended 30 June 2021

Jul '20-Jun' 21 Jul'19-Jun'20


BDT BDT
A. Cash flows from operating activities
Cash received from revenue 20,514,011,372 19,063,202,317
Payroll and other payments to employees (826,592,092) (696,746,093)
Payment to suppliers (15,081,988,228) (12,419,746,338)
Payment for admin & selling expenses (773,887,909) (1,289,208,628)
Finance expenses paid (362,170,781) (769,259,599)
Income tax paid (960,998,743) (389,194,038)
Other business income 100,822,944 114,367,663
Net cash flow from operating activities 2,609,196,563 3,613,415,284

B. Cash flow from investing activities


Payment against capital work-in progress (437,780,999) (752,595,627)
Proceeds from sale of fixed assets 696,047,051 8,200
Advance for land (242,336,746) (572,626,147)
Investment in FDR (429,248,471) 120,247,363
Investment in subsidiary - 105,810,364
Inter-Company payment 615,126,951 33,265,483
Investment in bond and shares (979,062) 9,619,010
Investment income received 130,797,445 212,837,196
Acquisition of fixed assets (897,025,661) (103,771,088)
Net cash used in investing activities (565,399,492) (947,205,244)

C. Cash flows from financing activities


Share money received - -
Long term loan 545,459,541 (1,489,723,430)
Payment for finance lease (7,925,835) (18,235,937)
Subscription money paid - (18,980)
Dividend paid (1,420,345,147) (1,420,007,308)
Short term loan (294,668,394) (602,446,220)
Bank overdraft 11,717,888 (124,417,009)
Net cash flow from financing activities (1,165,761,947) (3,654,848,883)

D. Net decrease in cash and cash equivalents (A+B+C) 878,035,124 (988,638,843)


E. Effects of exchange rate changes on cash and cash equivalents 28,434,248 (1,609,433)
F. Cash and cash equivalent at beginning of the period (653,529,990) 336,718,286
G. Cash and cash equivalent at end of the period 252,939,382 (653,529,990)

Consolidated Net Operating Cash Flow Per Share (NOCFPS) -


8.24 11.41
Basic

The annexed notes form an integral part of these Consolidated financial statements.

Managing Director Director Head of Finance & Planning Company Secretary

This is the Consolidated Statement of Cash Flows referred to in our separate report of even date.

Muhammad Farooq FCA


Managing Partner, Enrolment No: 0521
Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
Dated: Dhaka, October 18, 2021
DVC No.:2110180521AS299967
180 | MJL Bangladesh Limited

MJL Bangladesh Limited


Statement of Cash Flows
For the period ended 30 June 2021

Jul '20-Jun' 21 Jul'19-Jun'20
BDT BDT
A. Cash flows from operating activities

Cash received from revenue 8,353,140,585 8,300,147,988


Payroll and other payments to employees (444,645,581) (393,357,012)
Payment to suppliers (4,771,703,671) (4,794,355,263)
Payment for admin & selling expenses (194,487,840) (277,404,111)
Finance expenses Paid (115,435,958) (281,301,094)
Income tax paid (727,451,296) (389,194,038)
Other business income 30,700,877 57,363,751
Net cash flow from operating activities 2,130,117,116 2,221,900,220

B. Cash flows from investing activities

Payment against capital work-in progress (168,474,175) (240,417,421)


Proceeds from sale of fixed assets 671,775,264 8,200
Advance for land (242,336,746) (572,626,147)
Encashment of FDR/(Investment in FDR) (429,248,471) 120,247,363
Investment in subsidiary - 105,810,364
Inter-Company payment 673,682,360 33,265,483
Investment in bond and shares (979,062) 9,619,010
Investment income received 130,797,445 212,837,196
Acquisition of fixed assets (115,090,887) (2,763,953)
Net cash used in investing activities 520,125,729 (334,019,904)

C. Cash flows from financing activities

Long Term Debt (601,365,459) (235,526,927)


Lease Obligation-(RoUA) (1,397,944) (11,369,888)
Subscription Money Paid - (18,980)
Dividend paid (1,420,345,147) (1,420,007,308)
Short term loan (644,491,526) (140,472,873)
Bank Overdraft 11,717,888 (124,417,009)
Net cash (used in)/ flow from financing activities (2,655,882,188) (1,931,812,983)

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

The annexed notes form an integral part of these financial statements.

Managing Director Director Head of Finance & Planning Company Secretary

This is the Statement of Cash Flows referred to in our separate report of even date.

Muhammad Farooq FCA


Managing Partner, Enrolment No: 0521
Howladar Yunus & Co., Chartered Accountants
Firm’s Registration No.: N/A
Dated: Dhaka, October 18, 2021
DVC No.:2110180521AS299967
Annual Report 2020-21 | 181

MJL Bangladesh Limited


Notes to the Financial Statements
For the period ended 30 June 2021

1 Background of the company

1.1 Company profile

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.

1.1.1 Registered office

The address of the company’s registered office is Mobil House, CWS (A) 13/A, Gulshan Avenue, Bir Uttam Mir
Shawkat Sarak, Dhaka – 1212.

1.1.2 Nature of Business

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.

1.1.3 Disposal of Vessel - MT Omera Queen

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.

Vessel - MT Omera Legacy

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

1.1.4 Description of subsidiaries and associates

i. Omera Petroleum Limited (OPL):

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.

ii. Omera Cylinders Limited (OCL):

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:

12.5 kg cylinders- 80% of total production

5.5 kg cylinders- 10% of total production

35 kg cylinders- 10% of total production

MJL Bangladesh possesses a 99.98% share of this Company.

iii. MJL (S) PTE. LTD.

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.

2 Basis of preparation of Financial Statements

2.1 Statement of compliance

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.

2.2 Basis of measurement

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).

2.3 Basis of Consolidation

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.

2.4 Components of financial statements

-Statement of Financial Position;


-Statement of Profit or Loss and Other Comprehensive Income;
-Statement of Changes in Equity;
-Statement of Cash Flows; and
-Notes to the Financial Statements.

2.5 Functional and presentation currency

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.

2.6 Use of estimates and judgments

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

2.7 Going Concern

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.

Impact of COVID-19 Pandemic:

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.

2.8 Reporting period

This financial statement is prepared to cover the period of 01 July 2020 to 30 June 2021.

2.9 Property, plant and equipment

Recognition and measurement

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:

Category of fixed assets Rate of depreciation


Land Nil
Building 2-10%
IT equipment 33%
Motor Vehicle 20%
Office equipment 4-20%
Plant and machinery 4-20%
Furniture and fixture 20%
Oil Tanker* 8.17-67.84%
Software 20%
184 | MJL Bangladesh Limited

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.

*Change of estimation for Oil Tanker:

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”.

2.10 Intangible assets

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.

2.11 Investment property

Recognition and measurement

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.

2.12 Capital work in progress

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.

2.15 Financial Instrument

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.

i. Investment in bonds & shares

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.

ii. Cash and bank balances

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.

iii. Interest-bearing borrowings

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

2.16 Revenue recognition

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.

ii. Interest income

The interest income is recognized on an accrual basis as agreed terms and conditions with the banks.

iii. Dividend income on shares

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.

iv. Other Comprehensive Income

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.

2.17 Allocation of common costs between trading and manufacturing units

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.

2.18 Benefits to the employees

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.

ii. Gratuity fund

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.

iii. Workers’ Profit Participation Fund

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”.

2.20 Provision for liabilities

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”.

2.21 Share premium

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.

2.22 Basic earnings per share

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.

Diluted earnings per share

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.

2.23 Foreign currency transaction

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

ii. Foreign currencies translation gains and losses

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.

2.24 Determination and presentation of operating segment

Details of product-wise segment reporting as required by IFRS 8: “Operating Segments” is followed.

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.

2.26 Statement of cash flows

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.

2.27 Events after reporting date

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.

2.28 Approval of financial statements

The financial statements were approved by the Board of directors on 18 October, 2021.
Annual Report 2020-21 | 189

2.29 Status of compliance of International Accounting Standards

IAS Title Remarks


1 Presentation of Financial Statements Complied
2 Inventories Complied
7 Statement of Cash Flows Complied
8 Accounting Policies, Changes in Accounting Estimates and Errors Complied
10 Events after the Reporting Period Complied
12 Income Taxes Complied
16 Property, Plant & Equipment Complied
19 Employee Benefits Partially Complied
21 The Effects of Changes in Foreign Exchange Rates Complied
24 Related Party Disclosures Complied
27 Separate Financial Statements Complied
28 Investments in Associates and Joint Ventures Complied
32 Financial Instruments: Presentation Complied
33 Earnings Per Share (EPS) Complied
36 Impairment of Assets Complied
37 Provisions, Contingent Liabilities and Contingent Assets Complied
38 Intangible Assets Complied
40 Investment Property Complied

IFRS Title Remarks


7 Financial Instruments: Disclosures Complied
8 Operating Segments Complied
9 Financial Instruments Complied
10 Consolidated Financial Statements Complied
12 Disclosure of Interest in Other Entities Complied
13 Fair Value Measurement Complied
15 Revenue from Contracts with Customers Complied
16 Leases Complied

2.30 General

i. Figures have been rounded off to the nearest Taka.

ii. Previous year’s figures have been rearranged wherever considered necessary to conform to the current period’s
presentation.
190 | MJL Bangladesh Limited

30 June 2021 30 June 2020


BDT BDT
3 Consolidated Property, Plant and Equipment
A. Cost
Opening Balance 25,900,824,386 25,195,390,512
Add: Addition during the year 2,243,932,118 776,769,623
28,144,756,504 25,972,160,135
Less: Disposal/Reclassification during the year (1,989,063,258) (18,403,602)
Adjustment of exchange rate - (52,932,147)
Total (A) 26,155,693,246 25,900,824,386

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 schedule of consolidated property, plant & equipment is given in Annexure-A.

3A Property, Plant & Equipment

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

C. Written down value (A-B) 6,294,082,066 5,977,900,529

A schedule of property, plant & equipment is given in Annexure-A.

4 Consolidated Intangible assets


A. Cost
Opening balance 31,664,200 31,259,105
Add: Addition during the year 2,674,219 905,095
34,338,419 32,164,200
Less: Adjustment/ (Disposal) during the year (1,340,000) 500,000
Total (A) 32,998,419 31,664,200

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

C. Written down value (A-B) 2,901,270 867,308

A schedule of consolidated intangible assets is given in Annexure-B.


Annual Report 2020-21 | 191

30 June 2021 30 June 2020


BDT BDT
4A Intangible assets

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

C. Written down value (A-B) 2,556,098 669,475


A schedule of intangible assets is given in Annexure-B.

5 Consolidated Right of Use Assets (RoUA)-Lease

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

C. Written down value (A-B) 201,334,878 35,471,768

5A Right of Use Assets (RoUA)-Lease


A. Cost
Opening balance 102,345,397 100,599,182
Add: Addition during the year - 1,746,215
102,345,397
Adjustment/ (Disposal) during the year (97,638,566)
Total (A) 4,706,831 102,345,397

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

C. Written down value (A-B) 1,233,589 2,600,133

A schedule of Right of Use Assets (RoUA)-Lease is given in Annexure-C.


192 | MJL Bangladesh Limited

30 June 2021 30 June 2020


BDT BDT
6 Consolidated 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

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

30 June 2021 30 June 2020


BDT BDT
8A 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 MJL (S) Pte.Ltd. 1,967,250 1,967,250
2,978,553,663 2,978,553,663
9 Consolidated investment in Bonds and Shares (Non Current Portion)
MJL Bangladesh Limited 10,500,000 8,250,000

9.1 Consolidated investment in Bonds and Shares (Current Portion)


MJL Bangladesh Limited 67,652,619 43,345,778

9A Investment in Bonds and Shares (Non Current Portion)


Investment in Omera Logistics Ltd. 10,500,000 8,250,000

9A.1 Investment in Bonds and Shares (Current Portion)


Investments in Zero Coupon Bond - -
Investment in Portfolio 28,648,307 18,341,466
Investment in Prime Bank Securities Ltd 4,312 4,312
Investments in Mutual Funds 39,000,000 25,000,000
67,652,619 43,345,778

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.1 Raw materials


Opening balance 490,456,295 400,106,918
Add: Purchase during the year 1,188,583,657 1,296,056,777
1,679,039,952 1,696,163,695
Less: Consumption during the year 1,337,368,503 1,205,707,400
341,671,449 490,456,295

10A.2 Goods in transit


Opening balance 15,162,648 128,714,911
Add: Addition during the year 4,406,705,021 4,035,039,167
4,421,867,669 4,163,754,078
Less: Transferred during the year 4,236,955,609 4,148,591,430
184,912,060 15,162,648

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

30 June 2021 30 June 2020


BDT BDT
10A.4 Finished goods
Opening balance 759,020,532 711,297,977
Add: Addition during the year 4,256,105,613 4,100,294,719
5,015,126,145 4,811,592,696
Less: Cost of revenue during the year 4,396,252,457 4,052,572,164
618,873,688 759,020,532

10A.5 Vessel stocks


Opening balance 49,063,522 123,398,220
Add: Addition during the year 266,394,233 429,233,522
315,457,755 552,631,742
Less: Consumption during the year 282,377,891 503,568,220
33,079,865 49,063,522
10A.6 Other Inventory
Promo Material 3,485,842 -
11 Consolidated trade and other receivables
Receivable from contract customers 573,979,227 878,897,929
Receivable from Vessel 23,534,225 289,821,267
Accrued interest receivable 1,240,639 1,666,271
Other receivables 741,724,771 264,236,373
Bank guarantee margin 2,027,385 1,683,892
1,342,506,246 1,436,305,732
Less: Set-off of subsidiaries' balance (786,208) (80,284,067)
1,341,720,038 1,356,021,665
11A Receivables
Receivable from contract customers 461,603,954 600,655,953
Receivable from vessel freight 23,534,225 289,821,267
Accrued interest receivables 1,240,639 1,666,271
Other receivables 740,756,085 262,284,488
Bank guarantee margin 758,678 758,678
1,227,893,581 1,155,186,657
12 Consolidated inter company receivables
Omera Fuels Limited Group Company 1,224,423,177 1,448,885,323
Omera Cylinders Limited Subsidiary of MJLBL - 59,582,551
Omera Petroleum Limited Subsidiary of MJLBL - 316,768,599
MJL (Singapore) PTE. LTD Group Company 125,732,022 137,637,198
Omera Logistics Ltd Group Company 16,464,088 18,052,517
Omera Steels Ltd Group Company - 62,411,668
1,366,619,287 2,043,337,855
Less: Set-off with subsidiaries' balance - (376,351,150)
Inter Company receivables-Group Company 1,366,619,287 1,666,986,706
12A Inter company receivables -
Omera Fuels Limited Group Company 1,224,423,177 1,448,885,323
MJL (Singapore) PTE. LTD Group Company 125,732,022 137,637,198
Omera Petroleum Limited Subsidiary of MJLBL - 316,768,599
Omera Cylinders Limited Subsidiary of MJLBL - 59,582,551
Omera Logistics Ltd Group Company 16,464,088 18,052,517
Omera Steels Ltd Group Company - 62,411,668
1,366,619,287 2,043,337,856
Annual Report 2020-21 | 195

30 June 2021 30 June 2020


BDT BDT
13 Consolidated advances, deposits and prepayments
Advance to employees 11,862,607 20,011,218
Advance to suppliers 100,703,986 135,502,048
Advance for Land 1,025,318,195 982,074,727
Prepaid expenses 4,822,172 2,931,413
Security deposits 27,019,025 24,615,719
VAT receivables 15,049,717 53,671,205
Prepaid insurance premium 5,837,824 7,111,568
Prepaid rent 3,393,499 691,026
Prepayment 50,977,591 60,299,029
VAT current account 137,239 -
Advance income tax deducted at source 1,231,354,554 1,010,932,143
2,476,476,410 2,297,840,094

13A Advances, deposits and prepayments

Advance to employees 3,783,164 16,234,144


Advance to suppliers 34,219,687 85,233,164
Advance for Land 1,025,318,195 982,074,727
Prepaid expenses 4,822,172 2,931,413
Security deposits 3,733,446 3,093,446
VAT receivables 15,015,319 53,533,966
1,086,891,983 1,143,100,859

14 Consolidated advance income tax

MJL Bangladesh Limited 4,326,856,801 3,599,405,505

14A Advance income tax

Opening balance 3,599,405,505 3,210,211,467


Add: Paid during the year 727,451,296 389,194,038
4,326,856,801 3,599,405,505
Less: Adjustment during the period - -
4,326,856,801 3,599,405,505

15 Consolidated investment in fixed deposits

MJL Bangladesh Ltd. 504,503,451 75,254,980


504,503,451 75,254,980

15A Investments in fixed deposits

Name of the bank

Prime Bank Limited 54,503,451 75,254,980


Delta Brac Housing Limited 200,000,000 -
Southeast Bank 150,000,000 -
IPDC Finance Limited 100,000,000 -
504,503,451 75,254,980

16 Consolidated cash and cash equivalents

Cash in hand 2,604,208 2,314,831


Cash at bank 250,335,174 (655,844,820)
252,939,382 (653,529,990)

16A Cash and cash equivalents

Cash in hand 176,297 347,051


Cash at bank (Note: 16A.1) 148,244,008 125,278,348
148,420,305 125,625,399
196 | MJL Bangladesh Limited

30 June 2021 30 June 2020


BDT BDT
16A.1 Cash at bank

Bank name and type of account

The Hongkong & Shanghai Banking Corporation Ltd- CD 2,231,584 1,009,341


The Hongkong & Shanghai Banking Corporation Ltd- STD 0 10,461,793
The Hongkong & Shanghai Banking Corporation Ltd- USD 8,702,174 6,496,371
The Hongkong & Shanghai Banking Corporation Ltd- -DIV'12 4,828,388 4,936,885
SCB-02-2083272-01-STD - 200,206
Standard Chartered Bank-USD 5,219,558 3,419,764
SCB-32-2083272-01-Pre Savings A/c 31,966,077 1,215,235
Standard Chartered Bank-CD 569,386 277,014
Commercial Bank of Ceylon PLC-STD 1,971,345 292,281
Woori Bank-CDA923936388 -CD Ac 3,893,500 1,683,181
DBBL-1161100029460 -CD Ac 2,987,713 -
Prime Bank Limited-CD 6,500,118 26,030,949
Prime Bank-2209218006538-SB A/c-Ctg 349,719 300,294
Prime Bank-2129111011021-CD Bogra 12,115 2,632
Prime Bank-2123113013252-CD Jashore Br. - 29,627
Prime Bank-2118311024080-DIV-2018-19 6,706,205 7,712,249
Prime Bank-11811010018499-DIV-2019-20 2,913,254 -
CITI Bank NA-CD 400,897 584,336
CITI Bank N.A.-STD 41,360 44,321
CITI Bank N.A.-USD 9,339,720 4,897,504
Brac Bank Limited (EII) 1,635,859 1,632,560
Brac Bank Limited (IPO) 10,632,332 10,552,045
Brac Bank Limited ($) 4,330,371 4,333,371
Brac Bank Limited (€) 254,357 240,098
Brac Bank Limited (£) 421,080 373,265
BracB-1501201831146005 (Plus) 1,446,073 448,940
BracB-1501201831146006-CD A/c 9,980 -
BracB-1520201831146001(DIV-10) 5,226,710 5,263,475
BracB-1520201831146003(DIV-11) 4,279,438 4,416,165
BracB-1501201831146007-DIV-15 5,731,939 6,297,266
BracB-1526201831146001-DIV-Final 15 2,802,201 2,805,891
BracB-1510201831146001-DIV-16-17 4,544,448 4,914,647
BracB-1501201831146008-DIV-17-18 4,852,949 5,187,581
BracB-1520201831146002- Fractn 143,705 141,432
EBL -1041360356022-STD A/c 4,019,990 3,808
AB Bank-4009-774675-430 SND - 233,251
BK-HSBC-MJLL-001-012087-070-DIV'13 4,968,281 5,076,951
BK-HSBC-MJLL-001-0120807-932-DIV'14 3,545,913 3,555,637
Jamuna Bank Limited - CD 00010210015507 26,805 38,823
DBBL-9564170000071 -OD Ac 966,258 -
Bank Clear Account (227,792) 169,158
148,244,008 125,278,348
17 Share Capital

Authorised Share Capital


1,000,000,000 ordinary shares of Tk.10 each 10,000,000,000 10,000,000,000

Issued, called and paid-up:


26,330,000 ordinary shares of Tk.10 each fully paid-up in cash 263,300,000 263,300,000
105,240,000 ordinary shares of Tk.10 each fully paid-up for Stock Dividend 1,052,400,000 1,052,400,000
8,750,000 ordinary shares of Tk.10 each fully paid-up for consideration
87,500,000 87,500,000
other than cash
40,000,000 shares of Tk.10 each fully paid-up in cash 400,000,000 400,000,000
27,048,000 shares of Tk.10 each fully paid-up -Stock Dividend for 2010 270,480,000 270,480,000
31,105,200 shares of Tk.10 each fully paid-up -Stock Dividend for 2011 311,052,000 311,052,000
35,770,980 shares of Tk.10 each fully paid-up -Stock Dividend for 2014 357,709,800 357,709,800
27,424,418 shares of Tk.10 each fully paid-up -Stock Dividend for 2015-2016 274,244,180 274,244,180
15,083,429 shares of Tk.10 each fully paid-up -Stock Dividend for 2017-2018 150,834,290 150,834,290
3,167,520,270 3,167,520,270
Annual Report 2020-21 | 197

30 June 2021 30 June 2020


BDT BDT
Details of shareholdings are as under:
Name of the shareholder No. of share % of holding

EC Securities Limited 164,906,818.000 52.062 1,649,068,180 1,649,068,180


Jamuna Oil Company Limited 61,621,900.000 19.454 616,219,000 616,219,000
Parkesine Products Ltd. 7,025.000 0.002 70,250 70,250
Azam J Chowdhury 7,025.000 0.002 70,250 70,250
Marina Yasmin Chowdhury 7,025.000 0.002 70,250 70,250
Tanjil Chowdhury 7,025.000 0.002 70,250 70,250
Dilruba Chowdhury 7,025.000 0.002 70,250 70,250
Others 90,188,184.000 28.473 901,881,840 901,881,840
316,752,027 100 3,167,520,270 3,167,520,270

No. of
Slab wise number of shares No. of shares % of holding % of holding
shareholders

Less than 500 38,390 4,390,905 1.39 1.56


From 500 to 5,000 2,815 4,576,662 1.45 1.68
From 5,001 to 10,000 408 2,873,502 0.91 1.04
From 10,001 to 50,000 388 8,741,923 2.76 2.68
From 50,001 to 1,000,000 185 33,314,314 10.52 11.22
Above 1,000,000 13 262,854,721 82.98 81.81
42,199 316,752,027 100 100

30 June 2021 30 June 2020


BDT BDT
18 Consolidated retained earnings
Opening Balance as reported as per last year's accounts 4,369,591,098 4,048,684,403
Adjustment for Cumulative effect of IFRS 16-Lease - (2,638,493)
Add/(Less) for prior year's restatements:
Prior year adjustment for OGL - 370,223
Restated/adjusted opening balance 4,369,591,098 4,046,416,133
Add: Consolidated total comprehensive income during the year 2,385,329,303 1,748,559,087
6,754,920,401 5,794,975,220
Less: Dividend for the period 2019-2020 1,425,384,122 1,425,384,122
5,329,536,279 4,369,591,098

18A Retained earnings


Opening retained earnings 3,555,003,715 3,440,521,719
Adjustment for Cumulative effect of IFRS 16-Lease - (2,638,493)
Add: Total comprehensive income during the year 2,146,512,422 1,542,504,611
Adjustment for finance lease 5,701,516,136 4,980,387,837
5,701,516,136 4,980,387,837
Less: Dividend for the period 2019-2020 1,425,384,122 1,425,384,122
4,276,132,014 3,555,003,715

19 Non controlling interest

Opening balance of NCI 2,062,254,012 2,038,259,982


Prior year adjustment for OGL - 222,168
Add: Consolidated total comprehensive income during the year 112,575,185 96,801,238
Elemination of NCI for MJL AKT sale - (73,029,376)
2,174,829,198 2,062,254,012

20 Consolidated deferred tax liabilities


MJL Bangladesh Ltd. 306,876,623 418,540,975
Omera Petroleum Ltd 652,172,006 570,507,616
Omera Cylinder Limited 71,800,590 42,791,634
1,030,849,219 1,031,840,225
198 | MJL Bangladesh Limited

30 June 2021
20A Deferred tax liabilities BDT

Carrying Taxable/ (Deductable)


Tax Base
Amount Temporary Difference
Manufacturing and trading unit

Property, plant and equipment 1,463,820,472 1,288,186,986 175,633,486


Intangible assets 2,556,098 1,368,830 1,187,268
Right of Use Assets (RoUA)-Lease 1,233,579 - 1,233,579
Obligation-(RoUA) - Lease (1,545,645) - (1,545,645)
Investment in share 67,648,307 76,997,945 (9,349,638)
Gratuity (2,533,968) (2,533,968)
1,531,178,843 1,366,553,761 164,625,081
Shipping unit
Oil Tanker 1,282,449,864 83,178,843 1,199,271,020

1,363,896,101

Applicable rate 22.50%


Deferred Tax Liability/(Asset) as on 30 June 2021 Manufacturing and Tranding Unit 37,040,643
Deferred Tax Liability/(Asset) as on 30 June 2021 - Shipping Unit 269,835,980
306,876,623
Manufacturing and trading unit:
Deferred Tax Liability/(Asset) as on 30 June 2021 37,040,643
Deferred Tax Liability/(Asset) as on 30 June 2020 30,873,469
Deferred Tax Expenses/(Income) for the period ended 30 June 2021 6,167,174
Shipping unit:

Deferred Tax Liability/(Asset) as on 30 June 2021 269,835,980


Deferred Tax Liability/(Asset) as on 30 June 2020 387,667,506
Deferred Tax Expenses/(Income) for the period ended 30 June 2021 (117,831,526)

Total deferred tax expenses/(income) during the Period (111,664,352)

30 June 2020
BDT
Carrying Taxable/ (Deductable)
Tax Base
Amount Temporary Difference
Manufacturing and Trading Unit:

Property, plant and equipment 485,127,480 327,973,018 157,154,462


Intangible assets 669,474 433,440 236,034
Right of Use Assets (RoUA)-Lease 2,600,130 - 2,600,130
Obligation-(RoUA) - Lease (2,943,589) - (2,943,589)
Investment in share 43,341,466 76,220,469 (32,879,003)
Gratuity (674,157) (674,157)
528,120,804 404,626,927 123,493,877
Shipping unit
M.T. Omera Queen 2,009,210,268 458,540,243 1,550,670,025

1,674,163,902

Applicable rate 25.00%

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:

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 Expense/(Income) for the period ended 30 June 2020 -

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 -

30 June 2021 30 June 2020


21 Consolidated short term loan BDT BDT

Uses payment at sight loan (UPAS):

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

21A Short term loan

Uses payment at sight loan (UPAS) 286,154,038 -


Standard Chartered Bank 337,978,148 -
The Hong Kong and Shanghai Banking Corporation Limited - 158,380,957
Citibank NA 624,132,186 158,380,957

Other facilities (revolving loan and post import financing)


105,000,000 500,000,000
The Hong Kong and Shanghai Banking Corporation Limited 250,000,000 558,800,000
Standard Chartered Bank 100,000,000 -
Citibank N.A. - 443,442,755
Eastern Bank Ltd 147,000,000 450,000,000
Commercial Bank of Ceylon Limited - 230,000,000
Short Term Loan- STL- Brac Bank Ltd 470,000,000 -
Short Term Loan- DBBL 1,072,000,000 2,182,242,755
1,696,132,186 2,340,623,712
200 | MJL Bangladesh Limited

The interest and security details of these facilities are as follows:

Sl. Type of facility Interest rate (%) Nature of security

a. Short Term Loan * Promissory note and letter of continuation.


4.00-6.00 p.a.
b. Other facilities (revolving loan and * Registered first charge over stocks and book debts
post import financing) on pari-passu basis.
* Corporate guarantee

c. UPAS loan/FC Loan 1.70%-2.00%+LIBOR * Against Letter of Credit


* Oil tanker

June 2021 June 2020


BDT BDT

22 Consolidated bank overdraft

Brac Bank Ltd 460,000 4,158,280


The Hong Kong and Shanghai Banking Corporation Limited 15,382,549 -
Eastern Bank Limited 345 -
Commercial Bank of Ceylone PLC 33,275 -
15,876,169 4,158,280

22A Bank overdraft

The Hong Kong and Shanghai Banking Corporation Limited 15,382,549 -


Brac Bank Ltd 460,000 4,158,280
Eastern Bank Limited 345 -
Commercial Bank of Ceylone PLC 33,275 -
15,876,170 4,158,280

23 Consolidated trade creditors


Accounts payable 1,337,537,879 1,155,848,476
ExxonMobil Asia Pacific Pte. Limited-blending fees Payable 185,475,502 192,632,514
Accounts payable for Bunker Purchase - 18,930,339
1,523,013,382 1,367,411,328
Less: Set-off with subsidiaries' balance (550,717) (80,284,067)
1,522,462,665 1,287,127,261

23A Trade creditors


Accounts payable 348,635,484 423,229,517
ExxonMobil Asia Pacific Pte. Limited-blending fees payable 185,475,502 192,632,514
Accounts payable for Bunker Purchase - 18,930,339
534,110,986 634,792,370

24 Consolidated provision for income tax

Opening Balance 4,461,049,679 3,834,396,844


Add: Provision during the year 792,700,403 626,652,835
5,253,750,082 4,461,049,679
Less: Adjustment during the year - -
5,253,750,082 4,461,049,679

24A Provision for income tax


Opening Balance 4,268,455,585 3,720,900,068
Add: Provision for the year 703,644,577 547,555,517
4,972,100,162 4,268,455,585
Adjustment during the year - -
4,972,100,162 4,268,455,585
Annual Report 2020-21 | 201

June 2021 June 2020


BDT BDT
25 Consolidated other liabilities
Tax payable-deduction from suppliers 37,486,282 39,000,994
VAT payable-deduction from suppliers 10,712,072 4,377,158
Provision for project payments 57,321,745 -
Contract liability 115,174,665 97,710,385
Gratuity payable 2,533,968 674,157
Others Payable 118,802,203 573,782,111
Accrued Interest on LATR & STL & OD 3,557,888 9,554,612
Salary and other Payable 63,440,216 119,773,713
Accruals of operating expenses 267,346,781 274,046,590
Accrued Contract Labor 11,947,109 12,440,885
688,322,929 1,131,360,605
Less: Set-off with subsidiaries' balance (235,491) (376,351,149)
688,087,438 755,009,456

25A Other liabilities


Tax payable-deduction from suppliers 21,996,248 22,305,959
VAT payable-deduction from suppliers 2,926,771 176,351
Contract liability 115,174,665 97,710,385
Gratuity payable 2,533,968 674,157
Accrued interest on LTR , STL & OD 1,826,187 9,554,612
Salary and other Payable 56,570,216 115,337,323
Accruals of operating expenses 267,346,781 274,046,590
Accrued contract labour 11,947,109 12,440,885
480,321,946 532,246,262

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

Locally blended lubricants 3,562,270,228 - - 3,562,270,228 3,214,798,111


Imported Lubricants local Sales 3,297,993,378 - - 3,297,993,378 2,957,157,012
Export Sales of Lubricants 82,469,391 - - 82,469,391 74,960,657
Voyage Freight Earning 1,368,683,131 - - 1,368,683,131 1,854,882,810
Demurrage Earning 96,606,526 - - 96,606,526 274,411,822
Sales Revenue - Cylinder - - 750,268,568 750,268,568 1,150,045,954
Sales Revenue - LPG - 1,023,759,089 - 1,023,759,089 9,169,825,954
Service revenue - - - - 7,367,073
Rental income - 824,840,016 - 824,840,016 780,895,837
Adjustment of inter-company sales (7,595,409) - (632,077,794) (639,673,203) (617,236,762)
8,400,427,245 1,848,599,105 118,190,774 20,367,217,124 18,867,108,469
202 | MJL Bangladesh Limited

(Amount in Taka)
Manufacturing
27A Net Revenue Oil Tanker Trading Unit Total Total
Unit

Revenue 1,465,289,657 4,142,486,633 3,829,211,113 9,436,987,403 9,300,498,236


Less: VAT - 534,362,436 494,602,313 1,028,964,749 924,287,824
Net revenue 1,465,289,657 3,608,124,197 3,334,608,800 8,408,022,654 8,376,210,412

Locally blended lubricants local sales - 3,562,270,228 - 3,562,270,228 3,214,798,111


Imported lubricants local sales - - 3,297,993,378 3,297,993,378 2,957,157,012
Export sales of lubricants - 45,853,969 36,615,423 82,469,391 74,960,657
Voyage freight earning 1,368,683,131 - - 1,368,683,131 1,854,882,810
Demurrage earning 96,606,526 - - 96,606,526 274,411,822
1,465,289,657 3,608,124,197 3,334,608,800 8,408,022,655 8,376,210,413

MJL OPL OCL Total Total


28 Consolidated Cost of revenue

Cost of revenue 5,570,622,851 10,694,229,474 635,735,590 16,900,587,915 15,187,138,197


Adjustment of inter-company sales - (635,703,371) (3,969,832) (639,673,203) (617,236,762)
5,570,622,851 10,058,526,103 631,765,758 16,260,914,712 14,569,901,435

Jul'20-Jun'21 Jul'19-Jun'20
BDT BDT
28A Cost of revenue

Oil Tanker unit:


Opening stock of bunker & other oil 49,063,522 123,398,220
Add: Purchase 266,394,233 429,233,522
315,457,755 552,631,742
Less: Closing stock 33,079,865
282,377,890 503,568,220
Add: Other direct expenditure-
Port expenditure 83,542,241 162,458,412
Ship running expenditure 146,530,668 358,539,492
Technical operational expenditure 52,245,000 50,292,500
Salary of crew 89,935,783 149,164,629
Depreciation 471,731,074 424,042,461
843,984,766 1,144,497,493
1,126,362,656 1,648,065,714
Manufacturing unit:
Opening stock of raw material 490,456,296 400,106,918
Add: Purchase 1,188,583,657 1,296,056,777
1,679,039,953 1,696,163,695
Less: Closing stock 341,671,449 490,456,296
Raw material used in production 1,337,368,504 1,205,707,399
Overhead and operating expenses (Note 28A.1) 575,037,059 568,206,191
1,912,405,563 1,773,913,590
Add: Opening stock of work-in-progress 30,167,006 33,291,360
1,942,572,570 1,807,204,950
Less: Closing stock of work-in-progress 38,747,139 30,167,006
Cost of goods manufactured 1,903,825,431 1,777,037,944
Add: Opening stock of finished goods 217,419,333 206,262,383
Locally blended lubes available for sale 2,121,244,764 1,983,300,326
Less: Closing stock of finished goods 221,200,382 217,419,333
1,900,044,382 1,765,880,994
Add : Other OH & expenses 26,681,585 14,759,391
Depreciation 16,852,610 16,598,523
1,943,578,576 1,797,238,908
Annual Report 2020-21 | 203

Jul'20-Jun'21 Jul'19-Jun'20
BDT BDT
Trading unit:

Opening stock 541,601,200 505,035,594


Add: purchase 2,352,280,183 2,323,256,776
2,893,881,383 2,828,292,370
Less: closing stock 397,673,308 541,601,200
Consumption 2,496,208,075 2,286,691,170
Add : Other OH & expenses 4,473,543 3,930,848
2,500,681,618 2,290,622,018
5,570,622,851 5,735,926,640

28A.1 Overhead and operating expenses

The following figures are directly connected to production.

Packaging materials 281,554,074 255,157,350


Blending fees 148,131,536 138,564,261
Depreciation 52,931,994 73,304,542
Factory expenses 13,497,937 19,762,703
Employee compensation 33,306,119 37,585,171
Gratuity Expenses 1,761,061 2,058,820
PF Employer's Contribution 1,513,432 1,467,912
Travelling expenses 91,190 380,183
Employee Welfare 1,723,972 1,618,894
Daily refreshments 903,774 736,794
Training expenses - 193,211
Utilities 7,987,557 7,645,809
Postage 274,912 257,870
Printing and stationery 652,950 790,996
Maintenance and repairing expenses 8,581,520 6,495,059
Govt Fees & Charges 2,676,168 2,377,886
Jetty usage charges 1,304,102 1,146,708
Contract labour 16,495,701 15,967,756
Insurance expenses 1,649,060 2,694,265
575,037,059 568,206,191

29 Consolidated other income

Financial income (Note 29.1) 175,362,238 215,199,910


Other business income (Note 29.2) 364,208,813 93,795,944
Rent Income (Note 29.3) 24,578,906 18,911,450
Share of profit/(loss) from JV and associates (Note 29.4) 22,181,288 22,695,642
Income from investments (Note 29.5) 23,327,779 19,473,588
609,659,023 370,076,534
Less: Adjustment of inter-company transactions 4,923,562 47,942,920
604,735,461 322,133,614

29.1 Consolidated financial income

Interest on deposit 131,580,602 209,880,038


Foreign exchange gain/(loss) 40,110,571 1,106,560
Dividend income 3,671,065 3,463,383
Investment income- Zero Coupon Bond - 749,929
175,362,238 215,199,910

29.2 Consolidated other business income

Gain/ (Loss) on sale of non-current assets (16,115,476) (44,065)


Sale of drums 1,118,370 33,117,577
Other income 67,159,131 55,757,538
Other business income 312,046,788 4,964,894
204 | MJL Bangladesh Limited

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

MJL (S) Pte.Ltd. 3,460,556 1,051,306


Omera Gas One 18,720,731 21,644,336
22,181,288 22,695,642
29.5 Income from investments

Gain/(Loss) on Investments 23,327,779 16,981,135


Adjustment for profit on sale of MJL AKT sale - 2,492,453
23,327,779 19,473,588

(Amount in Taka)

Jul'20-Jun'21 Jul'19-Jun'20
Oil Tanker Manufacturing Trading
Total Total
Unit Unit unit
29A Other income

Financial income (Note : 29A.1) - 82,498,745 76,244,892 158,743,637 213,559,927


Other business
(Note : 29A.2) 308,383,336 3,513,764 3,247,401 315,144,501 38,460,464
income
Non Operational -
(Note : 29A.3) 12,773,607 11,805,299 24,578,906 18,911,450
Income:
Income from -
(Note : 29A.4) 12,123,399 11,204,380 23,327,779 16,981,135
investments
308,383,336 110,909,515 102,501,972 521,794,823 287,912,976

29A.1 Financial income

Interest on deposits 65,813,679 60,824,645 126,638,324 208,240,054


Foreign exchange (loss)/gain 14,777,221 13,657,027 28,434,248 1,106,560
Dividend income 1,907,845 1,763,220 3,671,065 3,463,383
Investment income- zero coupon bond - - - 749,929
82,498,745 76,244,892 158,743,637 213,559,927

29A.2 Other business income

Gain/(Loss) on sale of assets 308,383,336 332,187 307,006 309,022,529 8,160


Sale of drums - 581,215 537,155 1,118,370 33,117,577
Testing fee - 1,231,087 1,137,764 2,368,852 1,917,884
Sale of slop oil - 1,369,274 1,265,476 2,634,750 3,416,842
308,383,336 3,513,764 3,247,401 315,144,500 38,460,464

29A.3 Non Operational Income:


Rent Income 12,773,607 11,805,299 24,578,906 18,911,450

29A.4 Income from investments


Gain/(Loss) on Investments 12,123,399 11,204,380 23,327,779 16,981,135
Annual Report 2020-21 | 205

(Amount in Taka)

Jul'20-Jun'21 Jul'19-Jun'20
MJL OPL OCL Total Total

30 Consolidated administrative and selling expenses

Employee compensation 196,296,569 154,454,695 12,014,909 362,766,173 445,014,670


Gratuity expenses 7,020,696 - - 7,020,696 8,660,945
Provident fund-Employer's contribution 7,827,191 - - 7,827,191 7,845,242
Directors' fees 2,468,920 1,943,333 464,446 4,876,699 2,468,878
AGM related expenses 537,651 - - 537,651 2,140,759
Travelling expenses 4,126,325 9,160,081 381,729 13,668,134 16,479,331
Entertainment 1,176,637 2,653,128 - 3,829,765 4,594,615
Employee training and welfare 7,416,322 8,118,670 295,598 15,830,590 20,186,519
Transportation, storage and handling 48,582,494 52,048,060 55,358 100,685,912 96,976,153
Utilities 6,932,984 2,630,038 386,924 9,949,946 5,963,177
Telephone, cable and postage expenses 8,700,598 4,698,708 292,620 13,691,926 12,698,695
Membership/Subscription fees 2,407,391 10,727,636 - 13,135,027 11,770,753
Govt Fees & Charges (674,281) - - (674,281) 3,599,489
Office supplies 5,236,585 - - 5,236,585 4,656,570
Office repairs and renovation 9,721,449 31,825,115 1,463,077 43,009,641 40,033,177
Office Rent 8,625,000 6,304,931 1,001,719 15,931,650 15,945,870
Legal and professional fees 673,326 6,333,304 1,342,554 8,349,184 9,540,571
Audit fees and charges 1,137,174 - 230,000 1,367,174 1,882,269
Other contract services 30,619,036 1,001,881 - 31,620,917 48,707,959
Indirect Ship running expenses 7,483,605 - - 7,483,605 37,694,547
Insurance expenses 28,593,502 1,405,313 - 29,998,815 46,909,963
Advertisement and publications 5,704,980 33,220,958 2,034,679 40,960,617 80,902,507
Marketing expenses 38,616,290 - - 38,616,290 73,867,074
Branding expenses 8,932,715 - - 8,932,715 26,642,712
Sales promotion 1,954,655 - - 1,954,655 6,601,406
Land and city corporation tax 1,822,850 - - 1,822,850 882,406
Depreciation & Amortization 69,687,232 23,895,835 3,740,723 97,323,789 61,549,281
Vehicle Running Expenses - - - - 649,922
IPO Related Expense - 520,000 - 520,000 9,049,252
RDC operational expenses - 161,435,132 - 161,435,132 184,541,009
Donation, Gift & Contribution - 2,215,273 - 2,215,273 1,219,516
VAT expenses - 1,255,000 - 1,255,000 806,375
Provision for doubtful receivables - 12,884,700 - 12,884,700 -
Depreciation-leased assets 1,366,551 1,366,551 9,074,855
512,994,446 528,731,791 23,704,335 1,065,430,572 1,299,556,465
206 | MJL Bangladesh Limited

(Amount in Taka)
Jul'20-Jun'21 Jul'19-Jun'20
Manufacturing
Oil Tanker Trading unit Total Total
Unit
30A Administrative and selling expenses

Employee compensation - 102,014,927 94,281,642 196,296,569 207,128,230


Gratuity expenses - 3,648,641 3,372,055 7,020,696 8,660,945
Provident fund - employer's contribution - 4,067,775 3,759,416 7,827,191 7,845,242
Directors' fees 430,266 1,059,485 979,170 2,468,920 1,466,655
AGM related expenses 93,698 230,721 213,232 537,651 2,140,759
Travelling expenses - 2,144,443 1,981,882 4,126,325 5,587,285
Entertainment 205,056 504,929 466,652 1,176,637 2,069,482
Employee training and welfare - 3,854,247 3,562,075 7,416,322 9,100,488
Transportation, storage and handling - 25,248,223 23,334,271 48,582,494 53,140,169
Utilities - 3,603,058 3,329,926 6,932,984 3,671,820
Telephone, cable and postage expenses - 4,521,683 4,178,915 8,700,598 8,387,386
Membership/subscription fees - 1,251,116 1,156,275 2,407,391 3,091,293
Govt fees & charges - (350,422) (323,858) (674,281) 3,599,489
Office supplies 912,594 2,247,169 2,076,821 5,236,585 4,595,857
Office repairs and renovation - 5,052,217 4,669,232 9,721,449 9,090,406
Rent for Property - 4,482,395 4,142,605 8,625,000 10,798,495
Legal and professional fees - 349,926 323,400 673,326 (618,600)
Audit fees and charges 198,178 487,994 451,001 1,137,174 1,596,625
Other contract services - 15,912,651 14,706,385 30,619,036 31,959,959
Indirect ship running expenses 7,483,605 - - 7,483,605 37,694,547
Insurance expenses 25,050,581 1,841,249 1,701,672 28,593,502 45,459,670
Advertisement and publications - 2,964,866 2,740,114 5,704,980 850,785
Marketing expenses - 20,068,807 18,547,483 38,616,290 73,867,074
Branding expenses - 4,642,314 4,290,401 8,932,715 26,642,712
Sales promotion expenses - 1,015,830 938,825 1,954,655 5,576,860
Land and city corporation tax 317,673 782,237 722,939 1,822,850 882,406
Depreciation & Amortization - 36,216,312 33,470,919 69,687,232 30,147,398
Depreciation-leased assets - 710,194 656,357 1,366,551 9,074,855
34,691,652 248,572,988 229,729,806 512,994,446 603,508,292

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)

Comprehensive income attributable to ordinary shareholders 2,385,329,303 1,748,559,087


Other comprehensive income/(Loss) 626,760 -
Net Profit after tax attributable to ordinary shareholders 2,384,702,542 1,748,559,087
Number of ordinary shares outstanding (Denominator) 316,752,027 316,752,027
Earnings per share (EPS) 7.53 5.52

32A Earnings Per Share (EPS) - Basic

Net profit after tax (numerator) 2,146,512,422 1,542,504,612


Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
6.78 4.87
Reasons for increase in Basic EPS:

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.

30 June 2021 30 June 2020


BDT BDT

33 Consolidated Net Asset Value (NAV)

Net assets (total assets-liabilities-Non controlling interest) 12,571,056,549 11,611,111,369


Number of ordinary shares outstanding (Denominator) 316,752,027 316,752,027
Net asset value (NAV) per share 39.69 36.66

33A Net Asset Value (NAV)

Net assets (Total assets- liabilities) 11,517,652,284 10,796,523,986


Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Net asset value (NAV) per share 36.36 34.09

34 Consolidated Net Operating Cash Flow Per Share (NOCFPS)

Net operating cash flows 2,609,196,563 3,613,415,284


Number of ordinary shares outstanding (Denominator) 316,752,027 316,752,027
Net operating cash flow per share 8.24 11.41

34A Net Operating Cash Flow Per Share (NOCFPS)

Net operating cash flow 2,130,117,116 2,221,900,220


Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Net operating cash flow per share 6.72 7.01

35 Name of the Auditor of Group Companies


Name of the Company Relationship Name of the Auditors
Omera Cylinder Limited Subsidiary Hussain Farhad & Co.
Omera Petroleum Limited Subsidiary A. Qasem & Co.
MJL (Singapore) PTE. Ltd. Associate Goh Hwee Cheng & Co.

36 Related party disclosures


i) Related party transactions

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.

As per BSEC Notification No. BSEC/CMRRCD/2009-193/2/Admin/103 and SEC/CMMRRCD/2006-159/Admin/02-10, these


purchases of raw materials and loans 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 | 209

ii) Particulars of directors of MJL Bangladesh Ltd. as at 30 June 2021

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) "

37 Capital Expenditure Commitment


As of 30 June 2021 MJL Bangladesh Ltd. has the following material commitments for capital expenditures:
Particulars Amount in BDT
Corporate Office Head Office 250,000,000

38 Other Commitments, Contingencies and Corporate Guarantee

Commitments and Contingencies :


As of 30 June 2021 the company had commitments of BDT 309.90 million in respect of the outstanding letter of credit and
bill acceptance.
Corporate Guarantee:
MJLBL has provided Corporate Guarantees to the Subsidiaries, Associates and Group Companies. List of Guarantees and
outstanding as of 30 Jun 2021 are given below:
Company Bank Name Guarantee Amount
HSBC BDT 2,662M
Standard Chartered Bank BDT 2,135M
International Finance Corporation BDT 3,398M
Commercial Bank of Ceylon PLC BDT 1,650M
Omera Petroleum Limited
Brac Bank Ltd BDT 1,701M
Trust Bank BDT 1,550M
Bank Alfalah Limited BDT 475M
The City Bank BDT 550M
HSBC BDT 520M
Omera Cylinder Limited SCB BDT 250M
CBC BDT 450M
SCB Singapore USD 20M
MJL(S) Pte Limited
HSBC Singapore USD 20M

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

June 2021 June 2020


39 Capacity Utilization Capacity
Utilization Utilization
Lube Oil (Mobil+Omera) 150 kB 58.58% 5453.00%
Omera Grease 850 MT 6.29% 6.44%
Viscocity Improver (VI) 800 MT 75.48% 53.93%
Omera Transfer Oil 2000 MT 2.71% 3.87%
Note: 159 Ltr.= 1 Barrel and 1000 kg=1 MT
Omera Queen DWT -MT 106,547 106,547
Omera Legacy DWT -MT 107,091 107,091

40 Disclosure on Managerial Remuneration:

June 2021 June 2020


Particulars Managing Other Managing Other
Total Total
Director Managers Director Managers
Basic Salary 9,360,000 88,463,398 97,823,398 9,360,000 90,312,964 99,672,964
House Rent 3,900,000 39,261,385 43,161,385 3,900,000 39,955,102 43,855,102
Conveyance 780,000 7,222,510 8,002,510 780,000 7,376,320 8,156,320
Medical 1,200,000 7,440,415 8,640,415 1,200,000 7,598,112 8,798,112
Bonus/Incentives 14,820,000 111,893,230 126,713,230 1,560,000 20,256,288 21,816,288
Other Allowances 1,560,000 5,386,227 6,946,227 1,560,000 5,569,651 7,129,651
Total salaries and
31,620,000 259,667,165 291,287,165 18,360,000 171,068,437 189,428,437
allowances

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

June 2021 June 2020


BDT BDT
42 Gross Profit Ratio
Sales (Denominator) 8,408,022,654 8,376,210,412
Gross profit (Numerator) 2,837,399,804 2,640,283,772
Gross Profit Ratio 33.75% 31.52%
43 Net Profit Ratio
Sales (Denominator) 8,408,022,654 8,376,210,412
Net profit after tax (Numerator) 2,146,512,422 1,542,504,612
Net Profit Ratio 25.53% 18.42%
44 Financial Risk Management
The management of the company has overall responsibility for the establishment and oversight of the company’s risk
management framework. The company’s risk management policies have been established to identify and analyze the risks
faced by the company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management
policies, procedures, and systems are reviewed regularly to reflect changes in market conditions and the company’s activities.
The company has exposure to the following risks from its use of financial instruments.
45 Credit Risk
Credit risk is the risk of a financial loss to the company if a client or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the company's receivables.
The company has the practice to give credit to customers on a very few occasions and the exposure to credit risk is monitored
on an ongoing basis to ensure collection within a stipulated time. Debtors are categorized according to their risk profile i.e.
frequency of payment, legal status, financial condition, etc. Trade and other receivables consist of domestic receivable, export
receivable, inland export receivables, and interest receivable. As of 30 June 2021, a substantial part of the receivables are those
from Jamuna Oil Company Limited and other clients and are subject to insignificant credit risk. Risk exposures from other
financial assets, i.e. cash at bank and intercompany receivables are also nominal.
(a) Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at
the reporting date was:
212 | MJL Bangladesh Limited

June 2021 June 2020


BDT BDT

Trade & Other Receivables 1,227,893,581 1,155,186,657


Inter Company Receivables 1,366,619,287 2,043,337,856
Investment in Bond and Shares (Non Current Portion) 10,500,000 8,250,000
Investment in Bond and Shares 67,652,619 43,345,778
Cash and Cash Equivalents 148,420,305 125,625,399
2,821,085,792 3,375,745,690
The maximum exposure to credit risk for financial assets as at the statement of financial position date by geographic
regions was:
Domestic 1,890,322,234 2,648,272,426
Foreign 930,763,558 727,473,264
2,821,085,792 3,375,745,690

b) Ageing of trade receivables

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

Short Term Loan 1,696,132,186 1,696,132,186 -


Current Portion of Lease Obligation-(RoUA) 572,520 572,520
Long term loan (Current portion) - - -
Bank Overdraft 15,876,170 15,876,170 -
Sundry Creditors 534,110,986 534,110,986 -
Provision for Income Tax 4,972,100,162 4,972,100,162 -
Subscription Money Payable 15,244,474 15,244,474 -
Dividend Payable 54,680,687 54,680,687 -
Other Liabilities 480,321,946 480,321,946 -
7,769,039,132 7,769,039,131 -

Contractual cash 1 year or less More than 1 year


As of 30 June 2020
flows BDT BDT BDT

Short Term Loan 2,340,623,712 2,340,623,712 -


Current Portion of Lease Obligation-(RoUA) 1,397,945 1,397,945
Long term loan (Current portion) 239,983,750 239,983,750 -
Bank Overdraft 4,158,280 4,158,280 -
Sundry Creditors 634,792,370 634,792,370 -
Provision for Income Tax 4,268,455,585 4,268,455,585 -
Subscription Money Payable 15,182,049 15,182,049 -
Dividend Payable 49,641,711 49,641,711 -
Other Liabilities 532,246,262 532,246,262 -
8,086,481,664 8,086,481,664 -
Annual Report 2020-21 | 213

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:

June 2021 June 2020


BDT BDT
Foreign currency denominated assets
Trade Receivables-Export Sale 14,384,001 19,128,359
Other Receivables and FC bank balances 790,647,535 570,707,707
MJL (Singapore) PTE. LTD 125,732,022 137,637,198
930,763,558 727,473,264
Foreign currency denominated liabilities
Accounts payable 242,049,001 112,807,858
ExxonMobil Asia Pacific Pte. Limited-blending fees Payable 185,475,502 192,632,514
Accounts payable for Bunker Purchase - 18,930,339
Short term loan-UPAS Loan 624,132,186 158,380,957
1,051,656,689 482,751,669
Net exposure (120,893,130) 244,721,595
The following rate has been applied: BDT BDT

US Dollar ($) 83.95 83.95

b) Interest rate risk


Interest rate risk is the risk that arises due to changes in interest rates on borrowings. The company is not significantly exposed to
fluctuation in interest rates as it has neither floating interest rate bearing financial liabilities nor entered into any type of derivative
instrument in order to hedge interest rate risk as of 30 June 2021.
Profile
As of 30 June 2021, the interest rate profile of the company’s interest bearing financial instruments was:
Fixed rate instruments
Financial assets (short term investments-FDR) 504,503,451 75,254,980
Financial liabilities 1,712,580,876 2,586,163,687
Fair value of financial assets and liabilities of the company together with carrying amount shown in the statement of financial
position are as follows:
As of 30 June 2021 As of 30 June 2020
Carrying Carrying
Fair value Fair value
amount amount
BDT BDT
BDT BDT
Financial assets:
Assets carried at fair value through profit or loss
Investment in shares 28,648,307 28,648,307 18,345,778 18,345,778
Investment in Mutual Funds 39,000,000 39,000,000 25,000,000 25,000,000
Assets carried at amortized cost
Short term investment-FDR 504,503,451 504,503,451 75,254,980 75,254,980
Investment in shares 10,500,000 10,500,000 8,250,000 8,250,000
Trade receivables & Others 1,227,893,581 1,227,893,581 1,155,186,657 1,155,186,657
Inter Company Receivables 1,366,619,287 1,366,619,287 2,043,337,856 2,043,337,856
Investment in Subsidiaries & Associate 2,978,553,663 2,978,553,663 2,978,553,663 2,978,553,663
6,155,718,289 6,155,718,289 6,303,928,933 6,303,928,933
214 | MJL Bangladesh Limited

As of 30 June 2021 As of 30 June 2020


Carrying Carrying
Fair value Fair value
amount amount
BDT BDT
BDT BDT
Financial liabilities:
Liabilities carried at fair value through
- - - -
profit or los
Liabilities carried at amortised cost
Short Term Loan 1,696,132,186 1,696,132,186 2,340,623,712 2,340,623,712
Current Portion of Lease Obligation-(RoUA) 572,520 572,520 1,397,945 1,397,945
Long term loan (Current portion) - - 239,983,750 239,983,750
Bank Overdraft 15,876,170 15,876,170 4,158,280 4,158,280
Sundry Creditors 534,110,986 534,110,986 634,792,370 634,792,370
Provision for Income Tax less AIT 645,243,361 645,243,361 669,050,080 669,050,080
Subscription Money Payable 15,244,474 15,244,474 15,182,049 15,182,049
Dividend Payable 54,680,687 54,680,687 49,641,711 49,641,711
Other Liabilities 480,321,946 480,321,946 532,246,262 532,246,262
3,442,182,330 3,442,182,330 4,487,076,159 4,487,076,159

48 Reconciliation of consolidated net profit with cash flows from operating activities:

Jul’20-Jun’21 Jul’19-Jun’20
BDT BDT

Net profit before tax 3,288,987,124 2,596,026,131


Adjustment for MJL (S) & MJL AKT (3,460,556) (862,767)
Adjustment for:
Depreciation 1,776,466,856 1,642,143,873
Amortisation 640,256 1,160,762
Gain/loss on sale of assets (292,907,053) 35,905
Foreign Exchange Loss/(gain) - 2,715,993
Adjustment for non operating items:
Tax Paid (960,998,743) (389,194,038)
Investment Income (182,071,415) (230,541,061)
Operating cash flow before changes in working capital 3,626,656,467 3,621,484,796

Changes in working capital:


Inventories (423,252,333) 189,777,757
Receivables 94,160,069 (121,352,688)
Advances, Deposits and Prepayments 98,154,603 (151,794,115)
Trade Creditors 153,636,073 443,665,170
Other Liabilities (361,447,116) 54,918,940
Investment in shares (18,720,731) (21,644,336)
Advance lease rental against cylinder (538,921,299) (399,665,344)
Accrued interest (21,069,170) (1,974,893)
(1,017,459,904) (8,069,512)
Net cash flows from/ (used in) operating activities 2,609,196,563 3,613,415,284
Annual Report 2020-21 | 215

Jul’20-Jun’21 Jul’19-Jun’20
BDT BDT

49 Reconciliation of net profit with cash flows from operating activities:

Net profit before tax 2,738,492,647 2,068,556,574


Adjustment for:
Depreciation 612,151,857 552,972,927
Amortisation 417,595 194,848
Gain/loss on sale of assets (309,022,529) (8,160)
Foreign Exchange Loss/(gain) - -
Adjustment for non operating items: - -
Tax Paid (727,451,296) (389,194,038)
Investment Income (182,071,415) (230,541,061)
Operating cash flow before changes in working capital 2,132,516,858 2,001,981,091

Changes in working capital:


Inventories 123,099,958 52,939,381
Receivables (72,346,343) (48,572,157)
Advances, Deposits and Prepayments 99,452,345 82,931,640
Trade Creditors (100,681,385) 103,451,292
Other Liabilities (51,924,316) 29,168,973
(2,399,741) 219,919,129
Net cash flows from/ (used in) operating activities 2,130,117,116 2,221,900,220

50 Reconciliations between tax expense (income) and accounting profits:

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

30 June 2021 30 June 2020


BDT BDT

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

51A 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
MJL Bangladesh Limited Annexure- A
Consolidated Schedule of Property, Plant & Equipments
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) June 2021
July 2020 the year 30 June 2021 July 2020 the year during the June 2021
during the period
period

Manufacturing and Trading unit


Land 4,069,052,358 202,405,578 - 4,271,457,936 - - - - 4,271,457,936
Land Development 391,043,772 3,490,999 - 394,534,771 99,739,644 19,617,705 - 119,357,349 275,177,422
Building 934,135,541 577,101,394 (13,632,596) 1,497,604,339 343,506,383 50,700,807 (13,449,397) 380,757,794 1,116,846,545
Office Equipments 85,531,235 129,363,020 (6,045,500) 208,848,755 63,257,132 21,322,261 (6,000,578) 78,578,816 130,269,939
Computer and IT Equipment 73,158,953 68,097,735 (1,781,190) 139,475,499 66,530,607 11,823,903 (1,781,187) 76,573,324 62,902,175
Plant and Machinery 6,193,472,405 168,195,713 (23,300,793) 6,338,367,325 1,537,476,879 282,265,541 (23,265,110) 1,796,477,311 4,541,890,014
Motor Vehicle 397,892,424 42,676,578 - 440,569,002 216,903,769 47,275,750 - 264,179,519 176,389,483
Furniture and Fixtures 88,828,901 51,008,381 (2,981,672) 136,855,610 70,726,890 10,195,996 (2,981,293) 77,941,593 58,914,017
Barge 852,778,879 26,511,415 (51,009,605) 828,280,689 87,685,210 28,908,556 (10,622,342) 105,971,424 722,309,265
Cylinders 9,258,070,636 867,622,081 - 10,125,692,717 2,397,264,518 812,479,680 - 3,209,744,198 6,915,948,519
Jetty and Pontoon 175,508,372 - - 175,508,372 17,656,652 3,510,168 - 21,166,820 154,341,552
Office Decoration 23,799,362 - - 23,799,362 22,563,909 853,439 - 23,417,348 382,014
2020
Oil Tanker 3,357,551,547 107,459,225 (1,890,311,902) 1,574,698,870 1,348,341,279 471,731,083 (1,527,823,355) 292,249,007 1,282,449,863
Total as of 30 June 2021 25,900,824,386 2,243,932,118 (1,989,063,258) 26,155,693,246 6,271,652,873 1,760,684,891 (1,585,923,261) 6,446,414,502 19,709,278,744

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

Manufacturing and Trading unit


Land 3,500,249,373 199,093,278 3,699,342,651 - - - 3,699,342,651
Building 502,826,597 574,875,865 (13,632,596) 1,064,069,865 234,373,124 29,079,895 (13,449,397) 250,003,622 814,066,243
Office Equipment 37,534,264 128,379,321 (6,045,500) 159,868,085 31,314,715 17,399,200 (6,000,578) 42,713,337 117,154,748
IT Equipment 39,433,096 65,987,361 (1,781,190) 103,639,268 37,125,072 8,976,233 (1,781,187) 44,320,120 59,319,148
Machinery 789,365,417 156,810,488 (23,300,793) 922,875,112 613,203,518 64,461,415 (23,265,110) 654,399,823 268,475,289
Motor Vehicle 101,685,066 4,700,000 - 106,385,066 94,593,219 8,923,146 - 103,516,365 2,868,701
Furniture 70,744,717 50,422,299 (2,981,672) 118,185,344 62,538,621 8,222,596 (2,981,293) 67,779,924 50,405,420
Shipping Unit
Oil Tanker 3,357,551,547 107,459,225 (1,890,311,902) 1,574,698,870 1,348,341,279 471,731,083 (1,527,823,355) 292,249,006 1,282,449,864
Total as of 30 June 2021 8,399,390,077 1,287,727,838 (1,938,053,653) 7,749,064,262 2,421,489,548 608,793,568 (1,575,300,920) 1,454,982,196 6,294,082,066

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

MJL Bangladesh Limited


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 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

Mobil House 97,638,566 - (97,638,566) - 97,638,566 - (97,638,566) - -


Jashore Office 2,960,616 - - 2,960,616 1,233,590 493,436 - 1,727,026 1,233,590
Sylhet Office 912,794 - - 912,794 456,397 456,397 - 912,794 -
Bogura Office 833,421 - - 833,421 416,710 416,710 - 833,421 -
Mobil House (Rent) - 179,653,330 - 179,653,330 - 8,234,111 - 8,234,111 171,419,219
Omera House (Rent) 8,567,075 - - 8,567,075 6,853,660 1,713,415 - 8,567,075 -
Lease-Hold Land 33,634,369 - - 33,634,369 2,476,150 2,476,150 - 4,952,300 28,682,069
Total as of 30 June 2021 144,546,841 179,653,330 (97,638,566) 226,561,605 109,075,073 13,790,219 (97,638,566) 25,226,726 201,334,878
Total as of 30 June 2020 142,800,626 1,746,215 - 144,546,841 90,670,412 18,404,661 - 109,075,073 35,471,768

MJL Bangladesh Limited


Schedule of Right of Use Assets
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

Mobil House 97,638,566 - (97,638,566) - 97,638,566 - (97,638,566) - -


Jashore Office 2,960,616 - - 2,960,616 1,233,590 493,436 - 1,727,026 1,233,590
Sylhet Office 912,794 - - 912,794 456,397 456,397 - 912,794 -
Bogura Office 833,421 - - 833,421 416,710 416,710 - 833,421 -
Total as of 30 June 2021 102,345,397 - (97,638,566) 4,706,831 99,745,265 1,366,544 (97,638,566) 3,473,242 1,233,589
Total as of 30 June 2020 100,599,182 1,746,215 - 102,345,397 90,670,412 9,074,851 - 99,745,264 2,600,133
MJL Bangladesh Limited Annexure-D
Consolidated Schedule of Investment Property
As of 30 June 2021
Amount in Taka
Cost Depreciation/Amortization
Written Down
Name of assets Reclassified Adjustment/ Reclassified Adjustment/ Value as at 30
Balance as of 01 Balance as of Balance as of 01 Balance as of 30
from PPE (Disposal) during from PPE during (Disposal) June 2021
July 2020 30 June 2021 July 2020 June 2021
during the year the year the year during the year

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

MJL Bangladesh Limited


Schedule of Investment property
As of 30 June 2021
Amount in Taka
Cost Depreciation/Amortization
Written Down
Name of assets Reclassified Adjustment/ Reclassified Adjustment/ Value as at 30
Balance as of 01 Balance as of Balance as of 01 Balance as of 30
from PPE (Disposal) during from PPE during (Disposal) June 2021
July 2020 30 Jun 2021 July 2020 Jun 2021
during the year the year the year during the year

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

One Multi-grade Oil That Meets


Everyone’s Needs
Annual Report 2020-21 | 223

Omera Petroleum Limited


Financial Statements
224 | MJL Bangladesh Limited

Omera Petroleum Limited


Report from the CEO
for the year ended on 30 June 2021

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:

Particulars 2021 2020


Property, plant and equipment 12,590,415,601 12,759,076,072
Intangible assets 30,520 197,833
Right-of-use assets 148,756,479 32,871,634
Capital Work-in-progress 70,130,082 6,316,098
Investment in shares 195,518,529 176,797,798
Current Assets 2,057,513,236 716,300,038
Total Assets 15,062,364,447 13,691,559,473
The above investments have been financed as follows:
Particulars 2021 2020
Shareholders’ Equity 4,936,471,379 4,636,327,843
Long term liability 3,962,938,611 3,582,307,705
Short Term Loan 4,735,170,656 4,062,002,226
Current Liabilities 1,427,783,801 1,410,921,699
Total Equity and Liabilities 15,062,364,447 13,691,559,473
Annual Report 2020-21 | 225

3. Shareholdings:
The present shareholding pattern of the company is as follows:

Name of the Shareholders No of Share % of Holding


MJL Bangladesh Limited 138,731,583 62.496%
BB Energy (Asia) Pte Ltd 55,495,833 25.000%
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) 27,747,917 12.500%
EC Holdings Limited 2,000 0.001%
EC Bulk Carriers Limited 2,000 0.001%
Parkesine Products Limited 2,000 0.001%
Radiant Alliance Limited 2,000 0.001%

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

Mr. N K A Mobin FCA, FCS Independent Director

5. Appointment of the Auditors 6. Acknowledgment


A. Qasem & Co. Chartered Accountants, Auditors of the The CEO record with deep appreciation the contribution
Company retired at this Annual General Meeting and made and support & co-operation given by the staff,
being eligible have offered them for reappointment as officer, workers, suppliers, customers, banks, insurance
auditor for the year ended 30 June 2022. companies, utility providers, and the government in
particulars and look forward to the global role of the
company.

Chief Executive Officer


226 | MJL Bangladesh Limited

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;

4) Selected samples of sales transactions made pre


and post year end, agreed the date of transfer
of control for the selected sample by testing
underlying documents including customers
confirmation; and

5) Assessed the relevant disclosures made within


the financial statements.
2 The Company has not made WPPF provision as per The Bangladesh Labour (Amendments) Act 2013.
(Refer to Note 3.15 (accounting policy)
The Bangladesh Labour (Amendments) Act 2013 Our audit procedures included the following:
has been enacted in July 2013 which requires 5% of
the Company’s profits to be distributed each year 1) Discussed with the management about their
to a Workers’ Profit Participation Fund (WPPF). The plan and arrangement on establishing WPPF as
Company has not made WPPF provision as per said per The Bangladesh Labour (Amendments) Act
Labour Act requirements. Management disclosure 2013.
on the issue is given in Note-3.15 to the Financial
Statements. Had these provisions been made in the 2) Assessed the relevant disclosures made within
accounts, the net profit before tax up to the year the financial statements.
ended 30 June 2021 would have been decreased by
Tk. 142,228,430.
228 | MJL Bangladesh Limited

Responsibilities of Management and Those that is sufficient and appropriate to provide a


Charged with Governance for the Financial basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher
Statements than for one resulting from error, as fraud may
Management is responsible for the preparation and fair involve collusion, forgery, intentional omissions,
presentation of the financial statements of the Company misrepresentations, or the override of internal
in accordance with IFRSs, the Companies Act 1994, the control.
Securities and Exchange Rules 1987 and other applicable
laws and regulations and for such internal control as Obtain an understanding of internal control relevant
management determines is necessary to enable the to the audit in order to design audit procedures
preparation of financial statements that are free from that are appropriate in the circumstances, but not
material misstatement, whether due to fraud or error. for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
In preparing the financial statements of the Company,
management is responsible for assessing the Company’s Evaluate the appropriateness of accounting policies
ability to continue as a going concern, disclosing, as used and the reasonableness of accounting estimates
applicable, matters related to going concern and using the and related disclosures made by management.
going concern basis of accounting unless management
either intends to liquidate the Company or to cease Conclude on the appropriateness of management’s
operations, or has no realistic alternative but to do so. use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
Those charged with governance are responsible for a material uncertainty exists related to events or
overseeing the Company’s financial reporting process. conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If
Auditor’s responsibilities for the audit of the we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report
financial statements
to the related disclosures in the financial statements
Our objectives are to obtain reasonable assurance about or, if such disclosures are inadequate, to modify our
whether the financial statements of the Company as a opinion. Our conclusions are based on the audit
whole are free from material misstatement, whether due evidence obtained up to the date of our auditor’s
to fraud or error, and to issue an auditor’s report that report. However, future events or conditions may
includes our opinion. Reasonable assurance is a high cause the Company to cease to continue as a going
level of assurance but is not a guarantee that an audit concern.
conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can Evaluate the overall presentation, structure and
arise from fraud or error and are considered material if, content of the financial statements, including the
individually or in the aggregate, they could reasonably be disclosures, and whether the financial statements
expected to influence the economic decisions of users represent the underlying transactions and events in
taken on the basis of these financial statements. a manner that achieves fair presentation.

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.

A. Qasem & Co. Mohammad Motaleb Hossain, FCA


Chartered Accountants Partner
RJSC Firm Registration No.: PF 1015 Enrolment Number: 0950

DVC: 2109230950AS931028

Dated, Dhaka
21 September 2021
230 | MJL Bangladesh Limited

Omera Petroleum Limited


Statement of Financial Position
As at 30 June 2021

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 AND LIABILITIES

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

The accompanying notes form an integral part of these financial statements.

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

Mohammad Motaleb Hossain, FCA


Partner
Director
Enrolment Number: 0950
DVC: 2109230950AS931028

Dated, Dhaka Company Secretary
21 September 2021
Annual Report 2020-21 | 231

Omera Petroleum Limited


Statement of Profit or Loss and Other Comprehensive Income
For the year ended on 30 June 2021

30 June
Notes 2021 2020
BDT BDT

Revenue 26 11,848,599,105 9,950,721,791


Less: Cost of sales 27 10,694,229,474 8,501,504,370
Gross Profit 1,154,369,631 1,449,217,421
Add: Share of profit of associate 8.1 18,720,731 21,644,336
Other operating income 28 51,834,411 56,291,503
1,224,924,773 1,527,153,260

Less: Administrative and selling expenses 29 528,731,791 585,210,405


Finance cost 30 230,124,257 485,128,949
758,856,048 1,070,339,354
Profit before tax 466,068,725 456,813,906
Less: Taxation
Current tax expense 25 84,260,799 72,193,032
Deferred tax expense/(income) 19 81,664,390 124,380,683
165,925,189 196,573,715
Net profit after tax 300,143,536 260,240,191

Other comprehensive income - -


Total comprehensive income 300,143,536 260,240,191

Earning per share (EPS) - Basic 31 1.35 1.17

The accompanying notes form an integral part of these financial statements.

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

Mohammad Motaleb Hossain, FCA


Partner
Director
Enrolment Number: 0950
DVC: 2109230950AS931028

Dated, Dhaka Company Secretary
21 September 2021
232 | MJL Bangladesh Limited

Omera Petroleum Limited


Statement of Changes in Equity
For the year ended on 30 June 2021
(Figures in Taka)
"Share "Share "Retained "Total
Particulars
Capital" Premium" Earnings" Equity"
Balance at 01 July 2019 2,219,833,330 1,268,950,000 887,304,322 4,376,087,652
Total comprehensive income - - 260,240,191 260,240,191
Balance at 30 June 2020 2,219,833,330 1,268,950,000 1,147,544,513 4,636,327,843

Balance at 01 July 2020 2,219,833,330 1,268,950,000 1,147,544,513 4,636,327,843


Total comprehensive income - - 300,143,536 300,143,536
Balance at 30 June 2021 2,219,833,330 1,268,950,000 1,447,688,049 4,936,471,379

Note 13 14 15

The accompanying notes form an integral part of these financial statements.


Annual Report 2020-21 | 233

Omera Petroleum Limited


Statement of Cash Flows
For the year ended on 30 June 2021

30 June
Notes 2021 2020
BDT BDT

A. Cash flows from operating activities

Cash receipts from customers 10,992,878,906 9,373,633,385


Deposits received from distributors 285,918,717 381,230,493
Payment for raw material (9,556,984,366) (7,120,385,708)
Payment for other expenses (531,418,655) (533,536,104)
Payment to employees (292,433,296) (285,206,041)
Income tax paid 9 (191,580,954) (138,300,993)
Finance expenses paid (246,734,823) (487,958,505)
Cash receipts from other sources 67,949,887 56,335,568
Net cash generated from operating activities 527,595,416 1,245,812,095

B. Cash flows from investing activities

Acquisition of property, plant and equipment (756,310,478) (92,026,607)


Payment against capital work-in progress (253,992,344) (511,488,207)
Proceeds from sale of property, plant and equipment 24,271,787 -
Net cash used in investing activities (986,031,035) (603,514,814)

C. Cash flows from financing activities

Proceed/(payment) from/for long term loan 1,146,825,000 (1,207,707,997)


Proceed/(payment) from/for finance lease (5,144,517) (6,866,050)
Proceed/(payment) from/for short term loan 248,418,430 (461,973,347)
Net cash from financing activities 1,390,098,913 (1,676,547,394)

Net increase/(decrease) in cash and cash equivalents 931,663,294 (1,034,250,113)


Cash and cash equivalent at beginning of the year (860,306,773) 175,082,030
Unrealized exchange (gain)/ loss - 1,138,690
Cash & cash equivalent at end of the year 71,356,521 (860,306,773)

Cash & cash equivalent comprises the following:


Cash in hand 1,720,495 1,628,718
Cash held in SND account 27,760,029 17,424,618
Cash in over draft account (327,043,524) (848,278,512)
Cash held in current account 131,686,038 (350,737,674)
Cheque/PO under collection 237,233,483 319,656,077
71,356,521 (860,306,773)
Net Operating Cash Flow per share (NOCFPS) 33 2.38 5.61

The accompanying notes form an integral part of these financial statements.


234 | MJL Bangladesh Limited
Annual Report 2020-21 | 235

Omera Cylinders Limited


Financial Statements
236 | MJL Bangladesh Limited

Omera Cylinders Limited


Report from the CEO
for the year ended on 30 June 2021

Dear Shareholders, Explosive of the Government of Bangladesh. In addition,


OCL is capable of manufacturing LPG Cylinders as per
I am privileged to have the opportunity to present other international standards, such ISO, EN etc. The
the overall operation and financial performance of LPG cylinders are manufactured in absolute compliance
Omera Cylinders Limited along with the Statement of using European technology with fully automated cutting-
Financial Position, Statement of Profit or loss and Other edge machines. OCL has the capability to produce LPG
Comprehensive Income, Statement of Changes in Equity, cylinders of different sizes ranging from 4 kg to 45 kg as
Statement of Cash Flows and a summary of significant per client demand and specification.
accounting policies and other explanatory information for
the year ended on 30 June 2021 at the Annual General After successful completion of process optimization
Meeting. along with the incorporation of some capital machineries,
OCL now has increased its production capacity by 15%.
1.Operation: Furthermore, OCL has the World Class, State-of-the-art
Lab facilities backed up by strong Quality Control process
To ensure product quality and meet the growing demand, to ensure the highest level of safety and reliability.
Omera has established its own cylinder manufacturing
factory named Omera Cylinders Limited (OCL) in Habiganj. OCL has achieved a huge milestone by becoming the
OCL maintains the highest international quality standard first Bangladeshi LPG cylinder manufacturer to export its
as per US DOT 4BA 240 and US DOT 4BW 240 for its product overseas, which is a clear recognition of OCL’s
cylinders which is also approved by the Department of commitment towards quality.

2. Financial Position:
The Financial Status during the year ended on 30 June of 2021 and 2020:
Particulars 2021 2020

Property, plant & equipment 824,781,077 892,194,911

Intangible Assets 314,652 -

Right-of-use assets 51,344,809 -

Capital Work-in-progress 58,548,849 27,695,518

Total Current Assets 1,002,467,227 845,314,889

Total Assets 1,937,456,615 1,765,205,318

The above investments have been financed as follows:


Particulars 2021 2020
Shareholders’ Equity 1,246,611,219 1,199,450,007
Non-Current Liabilities 121,454,284 42,791,634
Short Term Loan 509,053,308 407,648,606
Other Current Liabilities 60,337,804 115,315,071
Total Equity & Liabilities 1,937,456,615 1,765,205,318
Annual Report 2020-21 | 237

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

Mr. N K A Mobin Independent Director

5. Appointment of the Auditors: 6. Acknowledgement


Hussain Farhad & Co. Chartered Accountants, The CEO records with deep appreciation the
contribution, support & co-operation given by the
Auditors of the Company will retire at this Annual
staffs, officers, workers, suppliers, customers, bank,
General Meeting and being eligible, they have been
insurance companies, utility providers, and the
offered to be reappointed as auditor for the year government in particulars and look forward to the
ended 30 June 2022. global role of the company.

CHIEF EXECUTIVE OFFICER


238 | MJL Bangladesh Limited

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.

Obtain an understanding of internal control relevant Other Information


to the audit in order to design audit procedures Management is responsible for the other information.
that are appropriate in the circumstances, but not The other information comprises the information in
for the purpose of expressing an opinion on the the Annual Report but does not include the financial
effectiveness of the Company’s internal control. statements and our auditor’s report thereon.

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

c) the statement of financial position and statement of


profit or loss and other comprehensive income dealt
with by the report are in agreement with the books
of account and returns.

Signature of the auditor :

Hussain Farhad & Co., M Farhad Hussain FCA,


Chartered Accountants Partner/Enrollment No: 452
Registration no : 4/452/ICAB-84 DVCNo:2110120452AS314084
Place : Dhaka
Date : 21 September, 2021
Annual Report 2020-21 | 241

Omera Cylinders Limited


Statement of Financial Position
As at 30 June 2021

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

EQUITY AND LIABILITIES


Equity attributable to equity holders of the company

Share capital 14 1,118,426,840 20,250,000


Share money deposits - 1,098,176,840
Retained earnings 15 128,184,379 81,023,165
Total equity attributable to equity holders of the company 1,246,611,219 1,199,450,005

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.

Chief Executive Officer Company Secretary Director Director

Signed in terms of our report of even date annexed

HUSSAIN FARHAD & CO.


Chartered Accounts

M FARHAD HUSSAIN FCA,


PLACE:DHAKA Partner/Enrollment No: 452
Date: 21 September,2021 DVC No : 2110120452AS314084
242 | MJL Bangladesh Limited

Omera Cylinders Limited


Statement of Profit or Loss and Other Comprehensive Income
For the year ended on 30 June 2021

Amount in Taka
Notes
2021 2020

Gross Sales 21 796,999,002 1,150,045,954


Less: VAT 46,730,434 -
Net Sales 750,268,568 1,150,045,954
Less: Cost of sales 22 635,735,590 1,033,205,345
Gross profit/(loss) 114,532,978 116,840,609
Add: Other income/(loss) 23 2,172,179 668,344
116,705,157 117,508,953

Less: Administrative expenses 24 23,704,335 17,279,026


Financial charges 25 12,035,626 30,437,050
35,739,961 47,716,076
Profit/(loss) before tax 80,965,196 69,792,877
Less: Income tax expenses
Current Tax expenses 20 (4,795,027) (6,904,286)
Deferred tax expense 8 (29,008,955) (21,135,843)
Net Profit/(loss) after tax 47,161,214 41,752,748

Other comprehensive income - -


- -
Total comprehensive income/(loss) 47,161,214 41,752,748

The accompanying notes form 1-27 an integral part of these financial statements.

Chief Executive Officer Company Secretary Director Director

Signed in terms of our report of even date annexed

PLACE:DHAKA HUSSAIN FARHAD & CO.


Date: 21 September,2021 Chartered Accounts

M FARHAD HUSSAIN FCA,


Partner/Enrollment No: 452
DVC No : 2110120452AS314084
Omera Cylinders Limited
Statement of Changes in Equity
For the year ended on 30 June 2021
(Amount in Taka)
Share Share Money Retained Total
Particulars Share Premium
Capital Deposit Earnings Equity
Balance at 01 July 2020 20,250,000 - 1,098,176,840 81,023,165 1,199,450,005

Capital raised through new share issue 1,098,176,840 - (1,098,176,840) - -

Total Comprehensive Income for the period - - - 47,161,214 47,161,214

Balance at 30 June 2021 1,118,426,840 - - 128,184,379 1,246,611,219

Share Share Money Retained Total


Particulars Share Premium
Capital Deposit Earnings Equity
Balance at 01 July 2019 20,250,000 - 1,098,176,840 39,270,417 1,157,697,257
Capital raised through new share issue - - - - -

Total Comprehensive Income for the period - - - 41,752,748 41,752,748

Balance at 30 June 2020 20,250,000 - 1,098,176,840 81,023,165 1,199,450,005

Chief Executive Officer Company Secretary Director Director


Annual Report 2020-21
| 243
244 | MJL Bangladesh Limited

Omera Cylinders Limited


Statement of Cash Flows
For the year ended on 30 June 2021

Amount in Tk
2021 2020

A. Cash flows from operating activities:

Cash received from customers 882,073,164 1,008,190,451


Payment to employees (89,513,214) (79,093,345)
Payment for expenses (47,981,414) (54,761,379)
Income Tax Paid (41,966,494) (43,055,845)
Payment to other suppliers (49,721,967) (92,133,462)
Payment for material purchase (703,578,224) (595,689,098)
Cash receipts from other income 2,172,179 668,344
Net cash flows from operating activities (48,515,971) 144,125,666

B. Cash flows from investing activities:


Acquisition of property, plant and equipment (10,085,444) (8,980,528)
Sale Procced on PPE - -
Payment against capital work-in progress (30,853,332) (690,000)
Net cash used in investing activities (40,938,776) (9,670,528)

C. Cash flows from financing activities:

Short term loan 101,404,701 (46,488,505)


Receipts from issuing new shares - -
Proceed/(payment) from finance lease (1,383,374) -
Inter company loan (58,555,409) -
Net cash flows from financing activities 41,465,918 (46,488,505)

D. Net increase/(decrease) in cash and cash equivalents (47,988,828) 87,966,634


E. Cash & cash equivalent at beginning of the period 81,151,384 (6,815,250)
F. Cash & cash equivalent at end of the period 33,162,556 81,151,384

Chief Executive Officer Company Secretary Director Director


Annual Report 2020-21 | 245

Safa Corporate Governance


Disclosure Checklist
Items Page No.
1. BOARD OF DIRECTORS, CHAIRMAN AND CEO
1.1 Company's policy on appointment of directors disclosed. 114-115, 130
1.2 Adequate representation of non executive directors i.e. one third of the Board, subject to a minimum of two 111
At least one independent director on the board and disclosure / affirmation of the Board on such director’s
1.3 111, 139
independence.
1.4 Chairman to be independent of CEO 113
Responsibilities of the Chairman of the Board appropriately defined and disclosed. Disclosure of independence of
1.5 113-115
Non Executive Directors
1.6 Existence of a scheme for annual appraisal of the boards performance and disclosure of the same. 136
1.7 Disclosure of policy on annual evaluation of the CEO by the Board. 136
Disclosure of policy on training (including details of the continuing training program) of directors and type and
1.8 nature of training courses organized for directors during the year Existence of a scheme for annual appraisal of the 136
boards performance
At least one director having thorough knowledge and expertise in finance and accounting to provide guidance in
1.9 111-115
the matters applicable to accounting and auditing standards to ensure reliable financial reporting.
Disclosure of number of meetings of the board and participation of each director (at least 4 meetings are required
1.10 133
to be held)
Directors issue a report on compliance with best practices on Corporate Governance that is reviewed by the
1.11 124-131
external auditors
2. VISION / MISSIONS AND STRATEGY
2.1 Company’s vision / mission statements are approved by the board and disclosed in the annual report.
2.2 Identification of business objectives and areas of business focus disclosed 12
2.3 General description of strategies to achieve the company's business objectives
3. AUDIT COMMITTEES
3.1 Appointment and Composition
3.1.1 Whether the Audit Committee Chairman is an independent Non – Executive Director
Whether it has specific terms of reference and whether it is empowered to investigate / question employees and
3.1.2
retain external counsel
134-135
3.1.3 More than two thirds of the members are to be Non Executive Directors
All members of the audit committee to be financially literate and at least one member to have expert knowledge of
3.1.4
finance and accounting.
3.1.5 Head of internal audit to have direct access to audit committee
The committee to meet at least four times a year and the number of meetings and attendance by individual
3.1.6 133
members disclosed in the annual report.
3.2 Objectives & Activities
Statement on Audit Committee’s review to ensure that internal controls are well conceived properly administered
3.2.1
and satisfactorily monitored
134-135
Statement to indicate audit committees role in ensuring compliance with Laws, Regulations and timely settlements
3.2.2
of Statutory dues
3.2.3 Statement of Audit committee involvement in the review of the external audit function
- Ensure effective coordination of external audit function
- Ensure independence of external auditors
- To review the external auditors findings in order to be satisfied that appropriate action is being taken
- Review and approve any non audit work assigned to the external auditor and ensure that such work does not
compromise the independence of the external auditors.
134-135
- Recommend external auditor for appointment/ reappointment
Statement on Audit committee involvement in selection of appropriate accounting policies that are in line will
3.2.4
applicable accounting standards and annual review.
Statement of Audit Committee involvement in the review and recommend to the Board of Directors, annual and
3.2.5
interim financial releases
3.2.6 Reliability of the management information used for such computation
246 | MJL Bangladesh Limited

Items Page No.


4. INTERNAL CONTROL & RISK MANAGEMENT
4.1 Statement of Director's responsibility to establish appropriate system of internal control
Narrative description of key features of the internal control system and the manner in which the system is
4.2
monitored by the Board, Audit Committee or Senior Management.
4.3 Statement that the Director's have reviewed the adequacy of the system of internal controls 82-84

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

Integrated Reporting Checklist


Items Page No.
1. Elements of an Integrated Report
1.1 Organizational overview and external environment
An integrated report should disclose the main activities of the organization and the environment of
35-36
which it operates.
An integrated report should identify the organization’s mission and vision, and provides essential context
by identifying matters such as:
13-14
• The organization’s:
• Culture, ethics and values
• Ownership and operating structure including size of the organization, location of its operations) 34,160
• Principal activities and markets 35-36
• Competitive landscape and market positioning (considering factors such as the threat of
new competition and substitute products or services, the bargaining power of customers and 45-47, 60, 82-84
suppliers, and the intensity of competitive rivalry)
• Position within the value chain 8-10
• Key quantitative information
e.g., the number of employees, revenue and number of countries in which the organization 105
operates highlighting, in particular, significant changes from prior periods
• Significant factors affecting the external environment and the organization’s response
(include aspects of the legal, commercial, social, environmental and political context that affect the
organization’s ability to create value in the short, medium or long term)
Eg:
• The legitimate needs and interests of key stakeholders
• Macro and micro economic conditions stability, globalization, and industry trends
• Market forces, such as the relative competitors and customer demand
• The speed and effect of technological change 45-47, 124-127
• Societal issues, such as population and demographic changes, human rights, health, poverty,
collective values and educational systems
• Environmental challenges, such as climate change, the loss of ecosystems, and resource
shortages as planetary limits are approached
• The legislative and regulatory environment in which the organization operates
• The political environment in countries where the organization operates and other countries that
may affect the ability of the organization to implement its strategy
1.2 Governance
An integrated report should how does the organization’s governance structure support its ability to
create value in the short, medium and long term.
An integrated report needs to provide an insight about how such matters as the following are linked to
its ability to create value:
• The organization’s leadership structure, including the skills and diversity (e.g., range of
backgrounds, gender, competence and experience) of those charged with governance and
whether regulatory requirements influence the design of the governance structure
• Specific processes used to make strategic decisions and to establish and monitor the culture of
the organization, including its attitude to risk and mechanisms for addressing integrity and ethical
110-118
issues
• Particular actions those charged with governance have taken to influence and monitor the
strategic direction of the organization and its approach to risk management
• How the organization’s culture, ethics and values are reflected in its use of and effects on the
capitals, including its relationships with key stakeholders
• Whether the organization is implementing governance practices that exceed legal requirements/
Key Policies
• The responsibility those charged with governance take for promoting and enabling innovation
• How remuneration and incentives are linked to value creation in the short, medium and long
term, including how they are linked to the organization’s use of and effects on the capitals.
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1.3 Stakeholder Identification/ relationships
An integrated report should identify its key stakeholders and provide insight into the nature and
quality of the organization’s relationships with its key stakeholders, including how and to what
extent the organization understands, takes into account and responds to their legitimate needs
and interests.

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.

1.4 Business model

An integrated report should describe the organization’s business model


An integrated report need to describe the business model, including key:
• Inputs
• Business activities
• Outputs
• Outcomes
Features that can enhance the effectiveness and readability of the description of the business model
include:
• Explicit identification of the key elements of the business model
• A simple diagram highlighting key elements, supported by a clear explanation of the relevance
of those elements to the organization
• Narrative flow that is logical given the particular circumstances of the organization
• Identification of critical stakeholder and other (e.g., raw material) dependencies and important
factors affecting the external environment
• Connection to information covered by other Content Elements, such as strategy, risks and
opportunities, and performance (including KPIs and financial considerations, like cost containment 62-63, 68-81
and revenues).

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)
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1.5 Performance
An integrated report needs to explain the extent to which the organization has achieved its strategic
objectives for the period and what are its outcomes in terms of effects on the capitals
An integrated report should contain qualitative and quantitative information about performance that
may include matters such as:
• Quantitative indicators with respect to targets and risks and opportunities, explaining their
significance, their implications, and the methods and assumptions used in compiling them
• The organization’s effects (both positive and negative) on the capitals, including material effects
on capitals up and down the value chain
• The state of key stakeholder relationships and how the organization has responded to key
stakeholders’ legitimate needs and interests
• The linkages between past and current performance, and between current performance and the
organization’s outlook. 104-107, 128
KPIs that combine financial measures with other components (e.g., the ratio of greenhouse gas
emissions to sales) or narrative that explains the financial implications of significant effects on
other capitals and other causal relationships (e.g., expected revenue growth resulting from efforts to
enhance human capital) may be used to demonstrate the connectivity of financial performance with
performance regarding other capitals. In some cases, this may also include monetizing certain
effects on the capitals (e.g., carbon emissions and water use).
Include instances where regulations have a significant effect on performance (e.g., a constraint on
revenues as a result of regulatory rate setting) or the organization’s non-compliance with laws or
regulations may significantly affect its operations.
1.6 Risks and opportunities
An integrated report should explain what are the specific risks and opportunities that affect the
organization’s ability to create value over the short, medium and long term, and how is the
organization dealing with them?
This can include identifying:
• The specific source of risks and opportunities, which can be internal, external or, commonly, a
mix of the two. 82-84
• The organization’s assessment of the likelihood that the risk or opportunity will come to fruition
and the magnitude of its effect if it does.
• The specific steps being taken to mitigate or manage key risks or to create value from key
opportunities, including the identification of the associated strategic objectives, strategies,
policies, targets and KPIs.
1.7 Strategy and resource allocation
An integrated report should describe it strategic direction (Where does the organization want

to go and how does it intend to get there)


An integrated report need to identify:
• The organization’s short, medium and long term strategic objectives
• The strategies it has in place, or intends to implement, to achieve those strategic objectives

• The resource allocation plans it has to implement its strategy


• How it will measure achievements and target outcomes for the short, medium and long term.

This can include describing:

• 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.
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1.8 Outlook
An integrated report should explain what challenges and uncertainties is the organization likely
to encounter in pursuing its strategy, and what are the potential implications for its business model
and future performance.
An integrated report should highlight anticipated changes over time and provides information on
• The organization’s expectations about the external environment the organization is likely to face
in the short, medium and long term
• How that will affect the organization
• How the organization is currently equipped to respond to the critical challenges and uncertainties
that are likely to arise.
The discussion of the potential implications, including implications for future financial performance
may include: 45-47, 124-127
• The external environment, and risks and opportunities, with an analysis of how these could affect
the achievement of strategic objectives
• The availability, quality and affordability of capitals the organization uses or affects (e.g., the
continued availability of skilled labour or natural resources), including how key relationships are
managed and why they are important to the organization’s ability to create value over time.
An integrated report may also provide lead indicators, KPIs or objectives, relevantinformation
from recognized external sources, and sensitivity analyses. If forecasts or projections are included
in reporting the organization’s outlook, a summary of related assumptions is useful. Comparisons
of actual performance to previously identified targets further enables evaluation of the current outlook.
Disclosures about an organization’s outlook in an integrated report should consider the legal or
regulatory requirements to which the organization is subject.
1.9 Basis of preparation and presentation
An integrated report should answer the question: How does the organization determine what
matters to include in the integrated report and how are such matters quantified or evaluated?
An integrated report describes its basis of preparation and presentation, including:
• A summary of the organization’s materiality determination process
• Brief description of the process used to identify relevant matters, evaluate their importance and
narrow them down to material matters
• Identification of the role of those charged with governance and key personnel in the identification 8-10
and prioritization of material matters.
• A description of the reporting boundary and how it has been determined
Eg: Include process used for identifying the reporting boundary, geographic scope, the entities
represented in the report and the nature of the information provided for each entity
• A summary of the significant frameworks and methods used to quantify or evaluate material matters
(e.g., the applicable financial reporting standards used for compiling financial information, a
company-defined formula for measuring customer satisfaction, or an industry based framework for
evaluating risks).
2. Responsibility for an integrated report
An integrated report should include a statement from those charged with governance that includes:
• An acknowledgement of their responsibility to ensure the integrity of the integrated report
• An acknowledgement that they have applied their collective mind to the preparation and
presentation of the integrated report
• Their opinion or conclusion about whether the integrated report is presented in accordance with
the Framework 8-10
or, if it does not include such a statement , it should explain:
• What role those charged with governance played in its preparation and presentation
• What steps are being taken to include such a statement in future reports
• The time frame for doing so, which should be no later than the organization’s third integrated
report that references this Framework.
3. Other Qualitative Characteristics of an Integrated Report
3.1 Conciseness
An integrated report should be concise.
An integrated report need to include sufficient context to understand the organization’s strategy, Qualitative
governance, performance and prospects without being burdened with less relevant information
3.2 Reliability and completeness
An integrated report should include all material matters, both positive and negative, in a balanced way Qualitative
and without material error
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3.3 Consistency and comparability
The information in an integrated report should be presented:
• On a basis that is consistent over time
• In a way that enables comparison with other organizations to the extent it is material to the
organization’s own ability to create value over time.
Eg:
Qualitative
• Using benchmark data, such as industry or regional benchmarks
• Presenting information in the form of ratios (e.g., research expenditure as a percentage of sales,
or carbon intensity measures such as emissions per unit of output)
• Reporting quantitative indicators commonly used by other organizations with similar activities,
particularly when standardized definitions are stipulated by an independent organization (e.g., an
industry body).
3.4 Connectivity of information
An integrated report should show a holistic picture of the combination, interrelatedness and
dependencies between the factors that affect the organization’s ability to create value over time.
Eg: Connectivity between – Capitals
- Content elements
- Past , Present & Future Qualitative
- Finance and other information

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

Safa Standard Disclosure Index

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CORPORATE OBJECTIVES, VALUES & STRUCTURE CLARITY AND PRESENTATION
Vision and Mission 12
Overall strategic objectives 12
Core values and code of conduct/ethical principles 13
Profile of the Company 35
Director’s profiles and their representation on Board of other companies & Organizations Chart 19-27, 33
MANAGEMENT REPORT AND ANALYSIS INCLUDING DIRECTOR’S REPORT / CHAIRMAN’S REVIEW/CEO’S REVIEW ETC.
A general review of the performance of the company
Description of the performance of the various activities / products / segments of the company and
other companies of the group during the period under review.
A brief summary of the Business and other Risks facing the organization and steps taken to
effectively manage such risks 40-59, 102, 124-131
A general review of the future prospects/outlook.
Information on how the company contributed to its responsibilities towards the staff (including
health & safety)
Information on company's contribution to the national exchequer and to the economy
SUSTAINABILITY REPORTING
Corporate Social Responsibility (CSR) Initiatives
Environment Related Initiatives
8, 98-101
Environmental and Social Obligations
Integrated Reporting
APPROPRIATIONS OF DISCLOSURE OF ACCOUNTING POLICIES AND GENERAL DISCLOSURE
Disclosure of adequate and properly worded accounting policies relevant to assets, liabilities,
Income and expenditure in line with best reporting standards.
Any Specific accounting policies
181-189
Impairment of Assets
Changes in accounting policies/Changes in accounting estimates
SEGMENT INFORMATION
Comprehensive segment related information bifurcating segment revenue, segment results and
segment capital employed
Availability of information regarding different segments and units of the entity as well as non-
segmental entities/units
SEGMENT ANALYSIS OF
- Segment Revenue 56-59
- Segment Results
- Turnover
- Operating profit
- Carrying amount of Net Segment assets
FINANCIAL STATEMENTS (INCLUDING FORMATS)
Disclosures of all contingencies and commitments 210
Comprehensive related party disclosures 207
Disclosures of Remuneration & Facilities provided to Directors & CEO 206, 211
Statement of Financial Position / Balance Sheet and relevant schedules 173-174
Income Statement / Profit and Loss Account and relevant schedules 175-176
Annual Report 2020-21 | 253

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Statement of Changes in Equity / Reserves & Surplus Schedule 177-178
Disclosure of Types of Share Capital 196
Statement of Cash Flow 179-180
Consolidated Financial Statements (CFS) 173, 175, 177, 179
Extent of compliance with the core IAS/IFRS or equivalent National Standards 189
Disclosures / Contents of Notes to Accounts 181
INFORMATION ABOUT CORPORATE GOVERNANCE
Board of Directors, Chairman and CEO 110-115
Audit Committee (Composition, role, meetings, attendance, etc) Internal Control and Risk
134-135
Management
Ethics and Compliance 13-14
Remuneration and other Committees of Board 122
Human Capital 68-69
Communication to Stakeholders
- Information available on website 159
- Other information
Management Review and Responsibility 44-59
Disclosure by Board of Directors of Audit Committee on evaluation of quarterly reports 134-135
Any other investor-friendly information 160-161
RISK MANAGEMENT AND CONTROL ENVIRONMENT
Description of the Risk Management Framework
Risk Mitigation Methodology 82-84
Disclosure of Risk Reporting
STAKEHOLDERS INFORMATION
Distribution of shareholders (Number of shares as well as category wise, e.g Promoter group, FII
etc)
Shares held by Directors/Executives and relatives of Directors/Executives 160-162

Redress of investors complaints


GRAPHICAL/ PICTORIAL DATA
Earnings per Share
Net Assets
Stock Performance 104
Shareholders’ Funds
Return on Shareholders Fund
HORIZONTAL/VERTICAL ANALYSIS OF DIFFERENT PERFORMANCE/OPERATION INDICATORS
Operating Performance (Income Statement)
- Total Revenue
- Operating profit
- Profit before Tax
- Profit after Tax
- EPS 104
Statement of Financial Position (Balance Sheet)
- Shareholders Fund
- Property Plant and Equipment
- Net Current Assets
- Long Term Liabilities/Current Liabilities
254 | MJL Bangladesh Limited

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PROFITABILITY/DIVIDENDS/ PERFORMANCE AND LIQUIDITY RATIOS
Gross Profit Ratio
Earning before Interest, Depreciation and Tax
Price Earning Ratio
104
Current Ratios
Return on Capital Employed
Debt Equity Ratio
VALUE ADDED STATEMENT AND ITS DISTRIBUTION
Taxes Paid to the Government
Dividend Paid to Shareholders
Bonus/Remuneration Paid to Employees
105-107
Retained by the entity
Market share information of the Company’s product/services
Economic value added
PRESENTATION OF FINANCIAL STATEMENTS
Quality of the Report/ Layout of Contents Qualitative
Cover and printing including the theme on the cover page Qualitative
Appropriateness and effectiveness of photographs and their relevance Qualitative
Effectiveness of Charts and Graphs Qualitative
Clarity, simplicity and lucidity in presentation of Financial Statements Qualitative

TIMELINESS IN ISSUING FINANCIAL STATEMENTS AND HOLDING AGMS


• 3 months time to produce the Annual Report and hold AGM are considered reasonable for
full marks
• Delay after the initial period of 3 months -deduction of 2 marks is to be made for each month AGM on December 15, 2021
• If the period is over 6 months – no marks shall be awarded

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.

Name of the Member(s) ............................................................................................................................................................................

BO ID No. No. of shares being held .......................................................................

.......................................................................... Date. ..................................................


Signature of the Shareholder(s)/Proxy

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.

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.

As witness my/our hand this ......................................... day of ......................................... 2021.

Revenue
---------------------------------- ----------------------------
(Signature of Proxy) Stamp of
(Signature of Shareholder)
Tk.20.00

BO ID No. BO ID No.

No. of Shares held: .....................................................


Notes:.....
I) A member entitled to attend and vote in the AGM may appoint a Proxy to attend and vote in his/her behalf.
II) This Proxy Form, duly filed and stamped must be deposited at the Registered Office of the Company, no later than 48 hours
before the time fixed for the meeting.
II) Signature of the Member(s) must be in accordance with Specimen Signature recorded with the Company.

................................................................ .............................................................
(Authorized Signature) (Signature Verified)
MJL Bangladesh Limited
256 | MJL Bangladesh Limited
Annual Report 2020-21 | 257

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258 | MJL Bangladesh Limited

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†kqvi‡nvìvi‡`i cÖ¯Íve, mg_©b Ges Aby‡gv`‡bi ci wbgœewY©Z wm×všÍ M„nxZ nq|


Annual Report 2020-21 | 259

GB g‡g© wm×všÍ M„nxZ nq †h †Kv¤úvwb 2020 m‡b AwR©Z Avq †_‡K Dnvi †kqvi‡nvìvi‡`i 45% bM` jf¨vsk cÖ`vb
Ki‡eb|
Av‡jvP¨m~wP 4:
†Kv¤úvwbi cwiPvjK wbe©vPb:
†kqvi‡nvìvi‡`i GB g‡g©© AewnZ Kiv nq †h †Kv¤úvwbi cwiPvjbv cwil` 2 (`y&B) Rb ¯^Zš¿ cwiPvjKmn †gvU 8 (AvU)
Rb cwil` wb‡q MwVZ| †Kv¤úvwb AvBb 1994Bs Ges Ki‡cv‡iU Mfb©¨vÝ †KvW Ae evsjv‡`k wmwKDwiwUR A¨vÛ G·‡PÄ
Kwgkb (weGmBwm) †gvZv‡eK ¯^Zš¿ cwiPvjKiv e¨ZxZ †gvU cwiPvjK‡`i GK-Z…Zxqvsk cÖwZ eQi cvjvµ‡g Aemi MÖnY
Ki‡eb| †m †gvZv‡eK Dchy³Zv weavq cwiPvjK Rbve Avãyj gyC` †PŠayix Ges Rbve wMqvm DwÏb Avbmvix AÎ 22Zg
evwl©K mvaviY mfvq Aemi wb‡”Qb Ges Zviv cybwb©e©vwPZ nIqvi Rb¨ Av‡e`b K‡i‡Qb|
†Kv¤úvwb mwPe G‡RÛvwU wWwRUvj cøvUd‡g© †kqvi‡nvìvi‡`i Aby‡gv`‡bi Rb¨ Dc¯’vcb K‡ib|
cÖ¯ÍveK : †gv. kvnRvnvb (weI bs-1203680046159263)
mg_©bKvix : wek¦wRr †Nvl (weI bs-1202050004256108)
†kqvi‡nvìvi‡`i cÖ¯Íve, mg_©b Ges Aby‡gv`‡bi ci wbgœewY©Z wm×všÍ M„nxZ nq|
GB g‡g© wm×všÍ M„nxZ nq †h Rbve Avãyj gyC` †PŠayix Ges Rbve wMqvm DwÏb Avbmvix †Kv¤úvwbi cwiPvjK wnmv‡e
cybwb©e©vwPZ n‡q‡Qb|

Av‡jvP¨m~wP 5:
wbixÿK wb‡qvM Ges 2020-21 m‡bi Rb¨ Zv‡`i cvwi‡ZvwlK wba©viY:

†kqvi‡nvìvi‡`i GB g‡g© AewnZ Kiv nq †h 30 Ryb, 2020 mgvß eQ‡i †Kv¤úvwbi Avw_©K cÖwZ‡e`b nvIjv`vi A¨vÛ
†Kvs PvU©vW© A¨vKvD›U¨v›Um wbixÿv Kvh© m¤úbœ K‡ib| evsjv‡`k wmwKDwiwUR A¨vÛ G·‡PÄ Kwgk‡bi cÖÁvcb bs GmBwm/
wmGgAvi AviwmwW/2009-193/104 cÖkvmb Zvs RyjvB 17, 2011 †gvZv‡eK ZvwjKvfz³ †Kv¤úvwb †h‡Kv‡bv PvUvW©
A¨vKvD›U¨v›U †Kv¤úvwb‡K Bnvi wewae× AwWUi wnmv‡e ci ci wZb eQi wb‡qvM w`‡Z cvi‡e| nvIjv`vi A¨vÛ †Kvs
BwZg‡a¨B Gg‡RGjweG‡ji wewae× AwWUi wn‡m‡e GKevi †gqv` mgvß K‡i‡Q Ges cybivq wbixÿv Kvh©µg cwiPvjbvi
Rb¨ B”Qv †cvlY K‡i‡Q| GgZve¯’vq cwiPvjbv cl©` †Kv¤úvwbi 27 A‡±vei AbywôZ 110Zg cwiPvjbv mfvq 2021 mv‡j
AbywôZe¨ 22Zg evwl©K mvaviY mfv ch©šÍ nvIjv`vi BDb~m A¨vÛ †Kvs PvUvW© A¨vKvD›U¨vm‡K g~mK ev‡` 6,65,000.00
UvKv cvwi‡Zvwl‡K wewae× AwWUi wn‡m‡e cybwb©‡qvM `v‡bi Rb¨ mycvwik K‡i‡Qb|

†Kv¤úvwb mwPe G‡RÛvwU wWwRUvj cøvUd‡g© †kqvi‡nvìvi‡`i Aby‡gv`‡bi Rb¨ Dc¯’vcb K‡ib|

cÖ¯ÍveK : eRjyi ingvb (weI bs-1201580000050883)

mg_©bKvix : wek¦wRr †Nvl (weI bs-1202050002386324)

†kqvi‡nvìvi‡`i cÖ¯Ívebv, mg_©b Ges Aby‡gv`‡bi ci wbgœewY©Z wm×všÍ M„nxZ nq|

GB g‡g© wm×všÍ M„nxZ nq †h nvIjv`vi BDb~m A¨vÛ †Kvs PvU©vW© A¨vKvD›U¨v›Um‡K †Kv¤úvwbi wnmve wbixÿY Kivi Rb¨
cieZ©x evwl©K mvaviY mfvi mgvwß ch©šÍ 30 Ryb 2020 Zvwi‡L mgvß eQ‡ii Rb¨ g~mK ev‡` 6,65,000.00 UvKv
cvwikÖwg‡K wewae× AwWUi wn‡m‡e cybwb©‡qvM cÖ`vb Kiv n‡jv|
260 | MJL Bangladesh Limited

Av‡jvP¨m~wP 6:
2020-2021 mv‡ji Rb¨ cÖZ¨vwqZ Kgcøv‡qÝ cÖ‡dkbvj wb‡qvM I Zv‡`i cvwi‡ZvwlK wba©viY:

†kqvi‡nvìvi‡`i GB g‡g© AewnZ Kiv nq †h evsjv‡`k wmwKDwiwUR A¨vÛ G·‡PÄ Kwgk‡bi Kvh©wewa †gvZv‡eK
Ki‡cv‡iU Mfb©¨vÝ †KvW Ae KÛv‡±i kZ©vewj cÖwZcvjb m¤úwK©Z †Kv‡bv cÖZ¨qbcÎ cÖvwßi Rb¨ cÖ‡Z¨K cvewjK wjwg‡UW
†Kv¤úvwb GKRb mvwU©dv‡qW Kgcøv‡qÝ cÖ‡dkbvj‡K wb‡qvM cÖ`vb Ki‡eb| Gi Av‡jv‡K †nv‡mb dinv` A¨vÛ †Kvs
PvU©vW© A¨vKvD›U¨v›Um mgvß eQ‡ii Kgcøv‡qÝ wbixÿv mgvß Kivq cieZ©x 2020-2021 A_©eQ‡ii Rb¨ g~mK ev‡`
1,00,000.00 UvKv evwl©K cvwi‡ZvwlK wn‡m‡e KvR Kivi AvMÖn cÖKvk K‡i‡Q|

†Kv¤úvwb mwPe G‡RÛvwU wWwRUvj cøvUd‡g© †kqvi‡nvìvi‡`i Aby‡gv`‡bi Rb¨ Dc¯’vcb K‡ib|

cÖ¯ÍveK : w`wjc Kzgvi mvnv (weI bs-1203010016545666)

mg_©bKvix : mvBdzj mvnv (weI bs-1203010016545658)

†kqvi‡nvìvi‡`i cÖ¯Íve, mg_©b I Aby‡gv`‡bi ci wbgœewY©Z wm×všÍ M„nxZ nq|

GB g‡g© wm×všÍ M„nxZ nq †h †nv‡mb dinv` A¨vÛ †Kvs PvU©vW© A¨vKvD›U¨v›Um‡K 2020-2021 mv‡ji Rb¨ Ki‡cv‡iU
Mfb©¨vÝ †Kv‡Wi kZ© ev¯Íevqb wbixÿvi Rb¨ †Kv¤úvwbi mvwU©dv‡qW Kgcøv‡qÝ cÖ‡dkbvj wn‡m‡e g~mK ev‡` 1,00,000.00
UvKv evwl©K cvwi‡ZvwlK wn‡m‡e wb‡qvM cÖ`vb Kiv n‡jv|

†gv. AvwbQyi ingvb


†Pqvig¨vb
Gg †R Gj evsjv‡`k wjwg‡UW
wmwbqi mwPe
R¡vjvwb I LwbR m¤ú` wefvM

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