MJL Bangladesh Annual Report 2022-23

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CREATING VALUE THROUGH OUR

INTEGRATED SOLUTIONS!
Maintaining Transparency and Compliance
in our Financial Reporting and Disclosures Standards.

REPORT NAVIGATION
The table of content below illustrates how our business activities interrelate
and serves as an aid to navigating our Annual Report 2022-23.

Gain an insight into our


financial performance, our

STARTER 01 Your guide to our integrated report and


brief note by our Managing Director
OPERATIONAL
UPDATE 04 operating environment and
our business model

Looking Back in the Rearview Mirror at 08 Performance Overview 66


FY2022-23 by our Head of Finance & Planning
Cover Story 09 Our Operating Space 69
Fueling a New Energy Future 10 Materiality Assessment 72
About our Integrated Annual Report 11 The Way our Business Works 78
Solutions and Innovations for a Better Future 14 Enterprise Risk Management 80

Browse through our key value


GROUP
OVERVIEW 02
Get to know us by having a look at
our company philosophy, our Board of
Directors and other information
INTEGRATED
REPORT 05 drivers or our 6 capitals on how
we are transforming our business

The World of MJL Bangladesh 17 Human Capital 84


An Insight into our Business Canvas 20 Financial Capital 88
Our Foundations – Values that Drive Value 26 Manufacturing Capital 90
Profile of the MJL Bangladesh Board 30 Intellectual Capital 92
Our Senior Management 39 Social & Relationship Capital 108
Our Core Operations Team 40
Organogram 44
Corporate Information 45 Here, we provide an overview on each
Our Financial Performance 46
GROUP
COMPANIES 06 of our Group companies and their
impact on society and our Group

Omera Petroleum Limited – Largest LPG 114


Read our Chairman’s company of Bangladesh
message and other top-level Omera Cylinders Limited – A leading steel 117
UPDATE FROM
OUR LEADERS 03 commentary on the key events
of the reporting period cylinders manufacturer of Bangladesh
Omera Gas One Limited – Bulk LPG specialists 122
Chairman’s Bulletin 50 of Bangladesh
Report by our Managing Director 54
Letter from our Chief Executive Officer 62
In this section, we describe our impact
Financial Statements
ESG REPORT 07 and our approach to and practices and
initiatives under our ESG principles of MJL Bangladesh PLC. 10
Embedding ESG Principles in our Business 126 Independent Auditor’s Report 194
Message from the Managing Director 127 Audited Financial Statements 199
Initiatives in the ESG Realm 128

Financial Statements of
DRIVING
Here, we describe our
Omera Petroleum Limited 11
PERFORMANCE IN
CHALLENGING TIMES 08 performance during
challenging times
Report from CEO
Audited Financial Statements
245
247
Historical Financial Data 134
Value-Added Statement 135
Market Value-Added Statement 136
Financial Statements of
Economic Value-Added Statement 137
Omera Cylinders Limited 12
Report from CEO 254
Audited Financial Statements 256
FOSTERING RESILIENCE At this point,
we explain our
THROUGH QUALITY
09
coherence to
corporate governance
GOVERNANCE
A Framework of Trust Through Governance 140
Dividend Distribution Policy 150 Digital Copy
Summarized Statement of Unpaid or 152 Please support the
environment by reading
Unclaimed Dividend this report online:
Committees 153 www.mjlbl.com,
else scan the QR code
Directors’ Report 155 below to get instant
access to a digital copy
Report of Audit Committee 164 of our report.
Statement on Nomination and Remuneration 166
Committee
Report on Financial Statements by CEO & 169
Head of Finance & Planning
Compliance Report on BSEC’s Notification 170
Renewed Certificate of BAPLC 185
Communication to Shareholders and 186
Stakeholders
Useful Investor Information 187
Redressal of Investor’s Complaints 189
Event Highlights 190
3
Annual Report 2022-23
MJL Bangladesh PLC.

NOTICE OF THE 25TH


ANNUAL GENERAL MEETING
MJL BANGLADESH PLC.
4

Notice is hereby given that the 25th Annual General Meeting of MJL Bangladesh PLC. will be held on December 20,
2023 at 11.00 A.M. 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:

Ordinary Business:

1. Submission of the Minutes of 24th Annual General Meeting for information.


2. To receive and adopt the Directors’ & Auditors’ Report and the Audited Financial Statements of the Company for
the year ended June 30, 2023.
3. To approve proposed 50% Cash Dividend for the year ended June 30, 2023 as recommended by the Board of
Directors.
4. To elect Directors of the Company.
5. To approve appointment of Independent Director.
6. To approve appointment of Managing Director.
7. To appoint Auditors and to fix their remuneration for the year 2023-24.
8. To appoint Certified Compliance Professional and to fix their remuneration for the year 2023-24.

Special Business:
1. To consider and approve the Related Party Transactions (as disclosed in the Notes- 35(i) of the Audited Financial
Statements) pursuant to the BSEC notifications No. BSEC/CMRRCD/2009-193/10/ Admin/103 and BSEC/
CMRRCD/2006-159/10/ Admin/02-10.

The following ordinary resolution is proposed to be passed:


“RESOLVED THAT MJL Bangladesh PLC. (MJLBPLC), as holding company be and is hereby allowed to carry out
related party transactions with its subsidiaries and other related parties as disclosed in the Notes-35(i) of the
Company’s Audited Financial Statements for the year ended 30th June 2023.”

By order of the Board

Md. Rokibul Kabir


Date: November 28, 2023 Company Secretary
Notes:

1. The record date of the Company is November 16, 2023. The Shareholders whose names will appear in the Share
Register of the Company or in the Depository Register on the record date i.e. November 16, 2023 will be entitled
to receive 50% Cash Dividend.

2. Pursuant to Bangladesh Securities and Exchange Commission’s order No. SEC/SRMIC/94-231/91 dated 31
March, 2021, the AGM will be 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, 2023 through email to jasim.uddin@mobilbd.com or rokibul.kabir@mobilbd.com
or in writing at least 5 (five) working days before the day of AGM. The login 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
(https://mjl.bdvirtualagm.com) of the meeting and login details will be notified to the respective Member’s email
address and by SMS. Full login/participation process for the Digital Platform meeting will also be available in the
Company’s website: www.mjlbl.com.

4. A Member entitled to attend and vote at the Annual General Meeting may appoint a Proxy to attend and vote
on his/her behalf. The Proxy Form, duly stamped with revenue stamp of Tk. 100/- must be deposited at the
company’s Registered Office, not later than 48 hours before the meeting.

5. Online link of PDF copy of Annual Report 2022-23 will be sent to respective email address available in beneficial
owner (BO) accounts with the depository as per BSEC notification No. EC/CMRRCD/2006-158/208/Admin/81
dated 20 June 2018. The Annual Report 2022-2023 is, however, available in Investor Relations Section of the
Company’s website: www.mjlbl.com

6. The shareholders/members will be able to cast vote electronically 24 hours before commencement of the AGM
and during the AGM.
5
Annual Report 2022-23
MJL Bangladesh PLC.

LETTER OF
TRANSMITTAL
6

All Shareholders
Bangladesh Bank
Registrar of Joint Stock Companies & Firms
Bangladesh Securities and Exchange Commission
Dhaka Stock Exchange Limited
Chittagong Stock Exchange Limited
All other stakeholders

Dear Sir :

Annual Report for the year ended 30 June 2023

Please accept the best compliments from MJL Bangladesh PLC.

The undersigned on behalf of the Board of Directors and Management of MJL Bangladesh PLC. is pleased to
present herewith the Annual Report for the year ended 30 June 2023, along with the audited financial statements
(Consolidated Statement of Financial Position as at 30 June 2023, Consolidated Statement of Profit or 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.

PDF of the annual report, related notice and relevant forms are available on the company website www.mjlbl.com

Thank you.

Yours truly,

Md. Rokibul Kabir


Company Secretary
STARTER
LOOKING BACK IN THE
REARVIEW MIRROR AT FY2022-23
Delivering Improved Results in Unpredictable Times.

Dear Stakeholders of MJL Bangladesh PLC., business experienced notable growth due to strong
demand from merchants and favorable performance of
During the initial period of the financial year 2022-23,
the US dollar against the local currency. Additionally, it
our organisation demonstrated a resurgence following
is noteworthy to highlight the striking achievements of
the global pandemic, as evidenced by substantial
our LPG business, which has emerged as the leading
progress achieved in all our operational divisions. The
player in the LPG sector of Bangladesh, boasting of a
relaxation of COVID-19 restrictions marked a significant
market share higher than that of its closest competitor.
milestone in the restoration of mobility and economic
uptick. Throughout the fiscal year in review, we diligently
pursued the implementation of our targeted strategic
During the latter half of the financial year however,
approach across all our business segments, concurrently
it became increasingly evident that both local and
laying the groundwork for prospective growth through
global uncertainties, together with challenges specific
other strategic ventures as a measure of diversification.
to Bangladesh that were also prevalent in other parts
of the world, such as inflation, started to impose I express my gratitude to our diligent workforce and the
constraints on the economy. collaborative efforts of our valuable partners for their
MJL Bangladesh PLC. faced the challenge of demand contribution towards the continuous enhancement of
contraction in its lube oil business, which is one of the our organization’s performance, capacity and scope for
mainstays of the organization, alongside the escalating growth.
input expenses resulting from elevated inflationary
In this Annual Report, we invite you to learn more about
challenges. The consumer, both in Bangladesh and
our evolution, our achievements and our challenges.
elsewhere in the world, experienced mounting pressure
We hope you find our reporting disclosures adequate
on income.
and informative.
We made up for this lost lube oil volume however
As always, we look forward to your trust and faith in the
through increased product realizations, which harkens
future of MJL Bangladesh PLC.!
back to the core strengths of the brand. We believe this
decline in sales volume is transient and hope to achieve Thank you.
recovery in the current financial year.

Notwithstanding the formidable obstacles, we


achieved a robust financial performance, characterized AZAM J CHOWDHURY
by advancements in all our key indicators. The oil tanker Managing Director
COVER
STORY
Creating Value Through Our Integrated Solutions!
The primary goal of MJL Bangladesh PLC. is to automotive sectors. This success has been facilitated
create enduring value by upholding a commitment to by the ongoing technical and operational excellence
excellence in quality and demonstrable performance of programs, supported by ExxonMobil Asia Pacific Pte.
our products. Through the preservation of our guiding Ltd, as well as the presence of a state-of-the-art lube
principles, values and Code of Conduct, our prioritized oil blending plant (LOBP) and a unique lube oil testing
focus on our customers and meeting their needs is of and research and development (R&D) center, which is
utmost significance to us. unparalleled in the region on account of its scale and
sophistication.
Today, MJL Bangladesh PLC. is well-recognized as the
foremost lube oil company in Bangladesh, holding the In addition, our ability to provide internationally
exclusive license for the “Mobil” brand from ExxonMobil recognized products, which encompass advancements
Asia Pacific Pte. Ltd for the nation. It has consistently in existing formulations, has allowed us to effectively
maintained its position as the leading lubricant brand of cater to our clientele by offering the latest portfolio
Bangladesh, commanding a substantial market share of of state-of-the-art lubricating oils and greases.
approximately 21%. Furthermore, we have remained up-to-date,
particularly in relation to our portfolio of industrial
The company has established itself as the leading lubricants. This product basket has experienced
enterprise in its sector, while Mobil has emerged as the significant advancements in recent years as a result of
most popular lubricant brand in the country. This success design alterations made to industrial machinery.
can be attributed to our company’s commitment to
ensuring product authenticity and delivering excellent Such adjustments to the product portfolio were
service together with integrated solutions, which has implemented with the aim of enhancing product
resulted in the trust and satisfaction of our valued relevance, together with efficiency, reliability,
customers. productivity and safety. The continuous growth of
applications, performance criteria and formulations has
This outcome is the culmination of our continuous led to a growing matrix of demand. We have successfully
endeavors to provide our clientele with the highest aligned ourselves to the evolving needs of our customers.
quality technological products, solutions and expert This expression demonstrates our enduring dedication
advice pertaining to lube oils and solutions. Currently, to promoting sustainable industrialization, mobility,
several industries widely employ our automotive and as well as clean and green energy, and unleashing the
industrial lubricants, thereby significantly impacting intrinsic economic capabilities of Bangladesh.
various facets of everyday life.
As we direct our attention towards the future in a world
MJL Bangladesh PLC. has achieved a prestigious that is fast transitioning to a net-zero environment, we
position in the industry due to its utilization of advanced reiterate our commitment to our established principles
blending technologies, adherence to the highest quality of creating enduring value for all individuals and groups
standards, and effecting provision for a diverse range of with a vested interest in our organization, by consistently
products that meet the needs of various industrial and creating value through our integrated solutions.
MJL Bangladesh PLC.

FUELING A NEW
ENERGY FUTURE!
10

Institutional strengths that fortify the platform of MJL


Bangladesh PLC. and propel our competitive edge.

MJL Bangladesh PLC. is an organization of highly qualified experts providing specialized solutions across industries.
Through our lube oil and LPG products, we usher in a new era for Bangladesh. Our products and services add
measurable value to retail customers, businesses, households and society. They improve efficiency, safety, quality,
productivity and sustainability and foster reliability, dependability and trust.

Strong Specialist Diversified Significant Well-recognized


Leadership Skills Business Asset Base Brands

Extensive Market Diversified Balance Focus on ESG


Penetration Clientele Sheet Strength Principles
ABOUT OUR INTEGRATED
ANNUAL REPORT

MJL Bangladesh PLC. is the strategic alliance partner


of ExxonMobil Asia Pacific Pte. Ltd in Bangladesh. It
is thus the exclusive licensee of Mobil products in the
country that are recognised for advanced technology
in lubricants and services.

Our Reporting Philosophy What’s new in


Our Integrated Report is designed to provide an accurate and balanced this report
commentary on our strategy, performance and future outlook, as these » Improved disclosures
relate to material financial, economic, social and governance issues. The in the ESG Report
report primarily addresses value-creation considerations for long-term
shareholders but also provides important information for all of our key » Improved reporting
on SDG alignment
stakeholders.

Our Reporting Suite

Our reporting suite comprises the Integrated Report (IR), which includes
our Annual Financial Statements (AFS), as well as a separate Governance
Report. This IR as well as archives of our past reports is available on our Scope and Boundary
website https://www.mjlbl.com.
Our reporting suite contains
Purpose and Framework material information on the Group’s
performance for the financial year
MJL Bangladesh’s IR is a report to all stakeholders. It presents our
1 July 2022 to 30 June 2023 (the
approach to value creation in the short, medium and long-term. The
year under review or the reporting
Directors’ Report and Governance Report provides further details of our
period). Our method for determining
governance structure, procedures and performance. These reports have
materiality is explained elsewhere in
been drafted with reference to the following frameworks and standards:
this report and a snapshot of our
» International Financial Reporting Standards (IFRS) material matters is given hereunder
» Companies Act, 1994 as well. As applicable, we disclose
all relevant internal and external
» BSEC’s Code of Corporate Governance factors that substantially influence
» Listing requirements of the Dhaka and Chittagong stock exchanges our business.
11
Annual Report 2022-23
MJL Bangladesh PLC.

Impacts of MJL Bangladesh PLC. and perception of all stakeholders


12

Higher

Macroeconomic
Competition conditions
and Pricing
Impact Materiality

Greater ESG
Focus

Financial
Future-fit Resilience
Workforce Regulatory
Environment

Lower
Higher
Financial Materiality

Assurance

Assurance is provided by executive and management oversight, as well as by external sources. Consequent to this, the
report is placed before the Board of Directors of the Company at the Board meeting held for approval of the annual
audited financial statements.

The Board acknowledges responsibility for overseeing the integrity and completeness of this IR and exercises this
responsibility with the support of its various Board committees. The Board confirms that it considers this report to be
accurate, reliable, verifiable and complete in presenting information.

Our Impact on the SDGs

The Sustainable Development Goals (SDGs) are the


United Nation’s universal call to action to meet the
pressing needs of the global society, such as ending
poverty, protecting the planet, improving health and
education, stimulating sustainable economic growth,
forging like-minded partnerships to accelerate impact,
and reduce inequalities.

We respect and support all the 17 UN SDGs and


understand that the goals are interconnected. To
simplify though, we have defined five core SDGs
comprising SDG #8, SDG #9, SDG #10, SDG #12 and
SDG #13 where we focus our efforts to drive positive
impact, and two encompassing SDG #15 and SDG #16
where we strive to make relevant contributions
Feedback
Should you have any queries about our report, wish to comment on the report, or make any
suggestions, you are invited to write to our Investor Relations team at: enquiry@mobilbd.com

Forward-looking statements

The report contains statements that relate to MJL Bangladesh’s future operations and performance. These statements
can be identified by the usage of words such as ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’, ‘will’,
‘plans’, ‘outlook’ and other words of similar meaning in connection with a discussion of future operating or financial
performance. These forward-looking statements are contingent on assumptions, data or methods that may be
inaccurate or imprecise and hence are not guarantees of future operating, financial and other results. They constitute
our current expectations based on reasonable assumptions. The company’s actual results could materially differ from
those projected in any forward-looking statements due to various future events, risks and uncertainties, some of
which are beyond our control. The company does not assume any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

13
Annual Report 2022-23
MJL Bangladesh PLC.

SOLUTIONS AND INNOVATIONS


FOR A BETTER FUTURE
14

MJL for Everyone, Everyday!

Lube oil products and solutions Oil tanker

Liquified petroleum gas (LPG) LPG cylinders

Every day, hundreds of thousands of people come into contact with MJL’s products and technologies to cover their
basic needs for mobility, household requirements and more. Our products are in the vehicles you drive, in industrial
sectors such as power plants and manufacturing, in large industries, and in households.

As part of your daily life, we strive to create performance-oriented innovations for a better Bangladesh, with a relentless
focus on safety, health, productivity and sustainability.

The MJL Bangladesh Group

5 Group Companies

MJL Bangladesh PLC. (Parent co.) Mobil lube oils Omera lube oils Oil tanker

Omera Cylinders Limited (Subsidiary) LPG cylinder manufacturing Cylinder distribution

Omera Petroleum Limited (Subsidiary) LPG bottling and distribution

MJL (S) Pte. Ltd (Associate co.) Wholesale business of solid, liquid and gaseous fuels and related products

Omera Gas One Limited (Step-down subsidiary) Bulk LPG reticulation and distribution
GROUP
OVERVIEW
16 MJL Bangladesh PLC.
THE WORLD OF
MJL BANGLADESH PLC.

Grease Car Engine


Products Oils

MOBIL
Motorcycle
Industrial and FOR ALL, Engine Oils
Specialty Oils
EVERYWHERE!

Bus and Truck


Marine
Engine Oils
Oils

Industrial
Oils

280+ 2 25+ years


Product SKUs Our brands Experience

Our Story
The inception of MJL Bangladesh can be traced back to 1998 when ExxonMobil Corporation (then known as Mobil
Corporation) made the strategic decision to establish Mobil Jamuna Lubricants Limited in collaboration with the
government-owned Jamuna Oil Company Limited. In light of this, MJL Bangladesh PLC. (earlier MJL Bangladesh
Limited) operates as a joint venture entity, established through the collaboration between EC Securities Limited, a
subsidiary of East Coast Group, and the Government-owned Jamuna Oil Company.
MJL Bangladesh PLC.

At that time, MJL Bangladesh formulated a strategy whereby Bangladesh was projected to become one of regions to
blend top-tier international quality lubricants. Consequently, in May 2003, the organization initiated the establishment
of an advanced Lube Oil Blending Plant (LOBP), which is a one-of-its-kind facility in Bangladesh. With a sound vision
backed by relentless execution, MJL Bangladesh today is the country’s market leader in Mobil lube oils, supplying a
wide range of performance-oriented and 100% genuine oils to a large number of industries across Bangladesh.
18

A glimpse into our world

ON MISSION MODE

We are committed to serve Bangladesh with safe, reliable, genuine, convenient and performance-oriented
new-age fuel sources-lube oils and liquified petroleum gas (LPG).

KEY VALUE DRIVERS

Diversified Business Operations Innovation and R&D


Winning Growth Culture Service Excellence
Operational Excellence Pan-Bangladesh Footprint
Customer Solutions

OUR STRONG POINTS

LUBE OILS LPG OIL TANKER


Value-Large product portfolio Trust-Strong safety focus that Reliability-Robust tanker and
spanning multiple price points has earned us customer trust merchant freight solutions
Solutions-Cutting-edge and Convenience-Pan-Bangladesh
world-class solutions supply network

Value
Experience

Performance
OUR MAJOR BRANDS

Dedicated To Fuelling Bangladesh's Future!


STANDALONE FINANCIAL HIGHLIGHTS

BDT 11,292 MN BDT 3,155 MN BDT 2,702 MN


Revenue from operations Operating profit Net profit after tax

BDT 3,855 MN BDT 3,106 MN BDT 41.3


Gross profit Profit before tax Book value per share

REACH US

Through
Exclusive sales outlets
Franchisee outlets
Own and 3rd party e-comm websites
Mobile app
MJL Bangladesh PLC.

AN INSIGHT INTO OUR


BUSINESS CANVAS
20

New-age fuels for a new future!

At MJL Bangladesh, our asset-right business model is backed by rich in-


house technical skills and capabilities, strong infrastructure, countrywide
distribution network, robust compliance framework, and an unbending
focus on ESG (environment, social and governance) principles that
enable us to serve the critical needs of clients across the industrial
spectrum and retail consumers.

MJL Bangladesh is a prominent national enterprise At our Company, we utilize our extensive knowledge
of Bangladesh specializing in the production and and technical skills developed over the period of several
distribution of modern lube oils and greases under the years to seamlessly incorporate advanced technologies
globally-renowned “Mobil” brand, and bottling and and processes in our internationally-rated lube oil
distribution of LPG, a modern energy resource, under blending plant (LOBP) at Patenga near Chattogram.
the “Omera” brand. The Group also has LPG cylinder
manufacturing operations with products supplied for In summation, our Company engages in the secure and
internal bottling purposes as well as third-party sales environmentally-responsible procurement, blending and
and exports (Africa). distribution of a diverse selection of premium lubricants,
and imports and bottles LPG in multiple locations for
MJL Bangladesh has also developed a strategic portfolio sale throughout Bangladesh. This endeavor aims to
of lube oils that it markets under “Omera”. This portfolio generate activities that meet the national themes of
primarily comprises of low-cost products and there is no mobility and transportation, economic development,
overlap with the Mobil brand portfolio. Omera helps the industrialization, employment creation, societal
Company meet demand at the lower end of the market. development, and shared prosperity.

Societal
Mobility and
Development
Transportation

Shared MJL Economic


Prosperity BANGLADESH Development
CONTRIBUTES TO
THE NATIONAL
NARRATIVE

Employment
Creation Industrialisation
Organizational Update dynamics and recognize the crucial role our products
play in their operational processes. Consequently, we
In today’s global market, the energy industry is have successfully achieved consistent and punctual
witnessing a significant transformation. With the supplies, concurrently guaranteeing that our products
emergence of major value chain disruptions, triggered remain available on shop shelves. Our Omera LPG
by the Covid pandemic and accentuated by the Russia- has also experienced similar growth trends as we
Ukraine way, the ability to meet supplies on a reliable have successfully ensured consistent and trustworthy
basis has taken center stage, especially in the context supply in a market that is affected by significant supply
of products that are essentials. What has also gained fluctuations due to devaluation of currency making
prominence is product authenticity and perception international procurement (imports) challenging.
around performance and value. Additionally, the government has expressed a desire
to limit imports in order to safeguard foreign currency
As a result, major customers are shifting their focus reserves.
from low-cost suppliers who work on a price arbitrage
and often with spurious products, to strategic sourcing Therefore, our success in the competitive local LPG
partners who can assure supply and pricing stability and market can be attributed to the advantageous legacy
also have a strong and proven brand lineage. of our parentage, our robust financial position, and
our direct involvement in international energy markets.
In the present setting, we, at MJL Bangladesh possess These factors have allowed us to establish ourselves as
a comprehensive understanding of our customers’ the number 1 player in the industry.

Our core business operations

01 02 03
Strategic Manufacturing Brand
Sourcing Excellence Management

Strategic Sourcing In doing so, we have been able to prove to the market
our competence in supply sustainability so much so that
Committed to supply chain resilience and it has resulted in customers shifting their contracts to us,
flexibility which was a hallmark of the year in review.

In the current environment, more than ever before, it has While we have a strong network of global supply
become important that operators in the business make partners, this is further reinforced by our strategic
their value chain resilient to known and even unknown alliance partnership with ExxonMobil Asia Pacific Pte. Ltd
disruptions. This is crucial to prevent supply shocks and that enables us to procure from certified global vendors
ensure sustained meeting of market demand. Further, doing business with the group and us for long. This has
products in this sphere are critical and non-substitutable not only facilitated predictability in our inward sourcing
and hence meeting demand on a sustained basis is a but has also ensured we get access to competitive rates.
fundamental to stay in the business.
This strength favored us during the year as we were able
At MJL Bangladesh, our strategic planning and sourcing to ensure ongoing customer demand even as others
21

model, built over the years across different market cycles, faced disruption in their ability to meet their supply
Annual Report 2022-23

has enabled us to consistently meet customer demand. obligations.


MJL Bangladesh PLC.

Our inherent competitive advantages in sourcing


22

Large and diverse multi-country Multi-product Longstanding vendor


sourcing base sourcing relationships

Cost Tie-ups with international Market intelligence on price/


competitiveness shipping entities supply trends

Trend Compliance to
forecasting international laws

Manufacturing Excellence The processes and procedures in the design of these


equipment assures test outcomes for the purpose of
Committed to world-class lube oil blending assessing quality assurance and quality control (QA/
QC) of the released batch of products at various phases
MJL Bangladesh is dedicated to ensuring the authenticity of production.
of lubricant oils through a comprehensive approach
that emphasises precision and meticulousness. In In-line blending
this regard, the Lube Oil Blending Plant (LOBP), a
showpiece asset of the Company and the embodiment The LOBP’s in-line blending system is acknowledged for
of a successful public-private partnership, is the most its fully-computerised functionality and specifications.
advanced and technologically sophisticated in-line The system exhibits the exceptional capability to blend
blending plant in South East Asia, representing the 300+ formulations of lube oil, utilising a diverse range of
culmination of cutting-edge equipment, processes and 50+ base oils and additive components.
industry standards.
The in-line blending system, which has been designed
The LOBP is supported by a state-of-the-art laboratory with unique engineering capabilities, effectively
facility that boasts of high-tech equipment, ensuring oversees the handling of precise quantities of raw
precise test results under efficient monitoring and materials, which is critical for ensuring high performance
supervision. The equipment has been sourced from products. Through its automated input regulations, it
globally-recognised manufacturers of testing and promptly makes any required adjustment to assure that
measuring equipment, such as Metrohm, Perkin- the resulting products consistently meet the specified
Elmer, Koehler and Cannon, among other reputable standards with a 100% success rate.
manufacturers.
In order to manufacture lubricants of superior quality
The LOBP is equipped with many analytical tailored to the unique requirements of our customers, a
instruments, including Inductively Coupled Plasma total of four pre-mix tanks are employed to ensure the
(ICP), Atomic Absorption Spectrophotometer (AAS), desired grade is achieved. Furthermore, these tanks are
Fourier Transform Infrared (FT-IR) Spectrophotometer, equipped with an agitator and drum decanting system,
etc. Additionally, it is also equipped with an Automatic referred to as a semi-automatic blending system,
Viscometer, Pour Point Determiner, Density Metre and that ensures product quality of the highest specified
several other instruments. standards.
Storage facilities and independent 10-inch pipeline from the Dolphin
Oil Jetty 8 to LOBP has been successfully completed.
The significant criticality of the LOBP facility is The primary objective of this pipeline is to facilitate the
contingent upon its capability to effectively store a reception and conveyance of base oils from maritime
large quantity of lubricating oils. In this regard, our vessels, enabling a direct transfer into designated
plant establishment comprises a total of 52 tanks, storage tanks. In addition, the implementation of
which are utilised for the storage of base oils, bulk advanced design and management practices serves
additives and finished formulations and preparations. to mitigate the occurrence of any inadvertent spillage,
These tanks include pre-blend tanks, holding tanks, as the tank farm area is effectively safeguarded by the
and finished product tanks. The design of our storage presence of a bund or a low wall.
facility has several notable characteristics, including the
integration of internal heating coils within the tanks As per the Company’s environment, health and safety
and the optimum utilisation of additives to achieve pre- (EHS) policy, the plant has been equipped with the
determined temperature settings. following characteristics that ensure compliance with
all safety-related standards.
Our storage facilities also accommodate a hot oil
» Implementation of a dry slop tank system that
system that serves the purpose of ensuring continuous
facilitates the containment and collection of any
provision of heated oil to facilitate the heating process accidental leakage originating from the industrial
of various raw material tanks. Furthermore, the drum facility
heating oven serves the requirement of heating the
» An API separator that effectively segregates all
additive drum, hence easing the unloading of its
oil contaminants from the drain water prior to its
contents.
discharge from the facility
Safety features » Fire-fighting capabilities that are characterised by
their robustness, which encompasses the presence
The construction of a distinct and independent 10-inch of a fire water tank equipped with a sprinkler fire
pipeline, intended specifically for the Dolphin Oil Jetty hydrant, as well as additional equipment that
7, has been implemented in a direction opposite to enable sustained fire-fighting operations for as
that of the plant. The construction of another distinct many as four hours

LOBP – MANUFACTURING FLOWCHART

Green Operations Advanced Testing 24x7 Safety

Base Oil In-Line


Import Blending Laboratory Storing & Delivery
23
Annual Report 2022-23

Base Stock Finished Filling


Storage Products Tank
MJL Bangladesh PLC.

Brand Management To add to this, we participate in industry events,


specially automotive shows and other camps organised
Sharpening our brand-to-market capabilities by leading automotive companies and dealerships for
their customers. In this, we demonstrate the superior
Our multi-product portfolio that spans various price qualities and aspects of Mobil products which gives
24

points, categories and demand requirements, together them the confidence to use our products or switch-over
with our expansive market presence, reinforce our from other products to our brands.
branding and sales capabilities. In fact, especially at the
grassroots, Mobil has become one and the same with We are perhaps the only in the industry to hold frequent
lube oils. It has emerged as a generic term where lube and ongoing customer engagement sessions that really
oil means Mobil. help in forging stronger connects and links with our
existing users as well as prospective customers. It adds
This is a testament of our ability to forge a strong to our brand visibility too.
brand recall amongst our customers who have
In addition to our large B2B customer base who we
come to recognize our products on the key pillars
serve directly, we also have a large retail dealership
of value, performance, quality and availability. We
network comprising small shops and kiosks dotting
continuously focus on reinforcing our brand message
the country who are typically neighbourhood or
through organizing lube oil seminars where we invite
locality distributors of our products. They are our brand
industry captains, engineers and technical experts ambassadors helping in popularising our products far
from reputed companies and provide them with the and wide. Besides, we also work with a large spectrum
requisite know-how on the industrial and functional of mechanics who directly influence customer choice.
aspects of Mobil lube oils. During these sessions Our longstanding association with this ecosystem is
we also have interactive discussions where we try proof that we have not only been able to meet their
to address fundamental customer problems which expectations but have also proved the superiority of
helps in the further reinforcement of our specialist our products against the large swath of other products
capabilities in lube oils. available from organized and unorganized players.

21% MJLBPLC’s lube oil market share – No. 1 in Bangladesh

Building our brand lead

Extensive presence across every High-level brand visibility through One-to-one connect with
corner of Bangladesh outlet/kiosk branding as well as mechanics and dealers
outdoor media

Technical seminars that Wide product distribution Showing gratitude to our dealers
reinforce our brand message network that ensures we meet and others through occasion
and help forge stronger every demand upturn gifting, incentivisation, etc.
customer connect
OUR FOUNDATIONS
VALUES THAT DRIVE VALUE
The primary objective of our organization that operates in the field of progressive energy is to achieve sustainable triple
bottom-line outcomes encompassing people, planet and profit. This objective is driven by the fundamental principles
that form the basis of our operating philosophy and code of conduct. These principles are instrumental in ensuring the
long-term sustainability of our business in terms of its environmental, social and governance impact.

Vision
To retain market leadership, focusing on long-term business
sustainability and selling productivity with consistent growth
potential.

Mission
To support our customers with unsurpassed technical
expertise for continuous value-addition, while ensuring
timely delivery and maintaining product integrity.

Brand Promise
Our ambition is to become a trusted partner to the community
to meet the world’s energy needs in an efficient way, keep
improving living standards swiftly, and redefine the energy for
the surroundings and the environment.
Our Values

Safety is our topmost Our people, including our technical


priority experts, are our core assets

Our Guiding Principles

Growing Ambition
We have the ambition and the drive to sustain our leadership position as the leading
provider of high-quality lubricants and expand our market share through capturing the
untapped segments of the lubricating oil industry.

Customer Focus
We strive to provide our customers with the best quality products and services,
according to 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.

Team Building
Our ability to collaborate and work together as one team has enabled us to create a
motivated, loyal and highly productive workforce.

Nurturing Talent
With our people central to the success of our enterprise, we believe in nurturing
and developing talent and creating an aspirational career growth journey for our
employees.
MJL Bangladesh PLC.

STATEMENT OF
PURPOSE
28

Code of Conduct and Ethics Open Door Communication

At MJL Bangladesh, our code of conduct and ethics MJL Bangladesh always discusses and resolves
sets forth the basic principles we are committed to employee concerns, problems and ideas with their
with respect to our dealings with all our stakeholders immediate supervisor and, if required, involves/informs
and also acts as a guide to assist our employees in the next levels(s) of the management for fair and timely
meeting the ethical standards reflected in the code. resolution.
Our company has adopted this code of conduct and
Use of Facilities and Equipment
ethics to highlight our commitment and adherence to
a culture that is rooted in fairness, integrity, honesty, Employees take all possible care when using MJL’s
transparency and concern for people. property, goods, intellectual capital and services and
ensure they are used efficiently, carefully and honestly
Personal and Professional Behavior and not for any personal use.

Employees always act in a professional, responsible, Data Integrity Assurance Framework


conscientious and ethical manner for the best interests
of MJL Bangladesh. Employees deal professionally with MJL’s employees ensure and maintain compliance
clients, customers, suppliers, prospects, contractors and and integrity in company information, prospects and
fellow employees. MJL Bangladesh expects compliance documents at all levels within and outside of the company.
with its standards of integrity, legislative, regulatory and
Confidentiality
administrative policies throughout the organization and
does not tolerate any violation of its well-defined and Employees are strictly discouraged to discuss or release
strongly-articulated guidelines. to any unauthorized person and/or anyone outside of
the organization any confidential or sensitive or material
Commitment to Quality information relating to the company, its business and/or
its operations under the non-disclosure process.
We recognize customer satisfaction is of prime
importance. We serve directly to our customers who Conflict of Interest
resell our products, even as we strive to understand
their requirements and concerns and to merit their If an employee becomes aware of the potential for
business by responding effectively to their needs. conflict of interest, then he/she must notify his/her
supervisor/manager of the potential or actual conflict
Product Safety of interest. The Company expects all employees to:

MJL Bangladesh is committed to supplying quality » Declare all conflict of interest to supervisors
products to its consumers and to understanding all » Avoid any detrimental outcome as a result of the
the issues involving safety associated with its products. conflict of interest
We believe that product safety is fundamental to the
integrity of our business, to sound and ethical business
Professional Development
practices and to our responsibility as a blending operator MJL Bangladesh encourages all employees to
of quality consumer products. MJL Bangladesh will continually strive to improve their professional
actively promote the responsibility and concern for the competence, enhance their knowledge as per job
safety of our customers, our employees and the general requirements, and augment the skills and competence
public at all levels of the organization and in all aspects of associates. We foster a culture of learning and
of our businesses through appropriate communication knowledge-building for sharpening our positioning in a
and documentation. competitive industry environment.
Accepting and Paying Commissions, Gifts or i.e. age, industrial activity, parental status, political
Benefits beliefs, personal association, race, ethnic background,
career status, marital status, pregnancy/potential,
As a general rule, no employee should accept a gift or lawful sexual activity, unrelated criminal record,
benefit if it could be seen as intended or likely to cause impairment, religious belief/activity, physical features,
that person to: gender identity and disability. Discrimination is an
» Perform their job in a particular way, which the unacceptable conduct and is always prohibited at
person would not normally do company premises or business.
» Deviate from the proper or usual course of duty
Harassment
Drug, Alcohol and Substance Abuse or Misuse MJL Bangladesh prohibits harassment and
MJL Bangladesh is committed to a safe, healthy and discrimination in its programs and activities.
productive workplace for all employees. The company Harassment and discrimination form a part of a
recognizes that alcohol, drug or other substance abuse/ continuum of unacceptable behavior that can include
misuse by employees will impair their ability to perform sexual assault, stalking and harassment over phone
properly and will have serious adverse effects on the calls, which are also against criminal law, which
safety, efficiency and productivity of other employees means that the authorities may prosecute anyone
and the Company as a whole. Hence, alcohol, drug or who commits such acts.
any other such substance use, possession, distribution
Public Conduct and Media Contact
or sale of illicit substances or use of drugs on company
business or premises is strictly prohibited. Employees are not entitled to make comments in a
public forum on any matter relating to the Company, and
Bullying
must act in a way that is aligned with the values of the
Bullying is unreasonable behavior that is directed against organization. Only authorized personnel are permitted
an individual or group by another individual or group to speak with media representatives.
through verbal abuse, shouting, exclusion or isolation,
deliberately withholding information vital for effective
Health, Safety and Environment (HSE)
work performance or physical abuse, which is strictly MJL Bangladesh regards HSE as the topmost
prohibited on company business or premises. business priority. The Company conducts its business
in a manner that protects the safety of employees,
Discrimination and Equal Employment
their health and, above all, the environment, wherein
Opportunity
its operations, customers and the public are involved,
MJL Bangladesh does not treat people differently on and eliminates or manages associated risks of the
the basis of personal characteristics. The following business and operational hazards in a safe and
are examples of such discriminatory attributes, prudent manner.
PROFILE OF THE
MJL BANGLADESH BOARD

Our governance framework, spearheaded by our Board that is


the apex body of the company, facilitates collaborative leadership
and effective decision-making at the appropriate levels. This
ensures that the Board and its committees and the senior
management are able to collaborate proactively, consider issues
and take action at the appropriate levels. This forms the basis of
our sustainable value creation agenda.

The MJL Bangladesh Board is committed to leading the organization effectively and has continued its practice
of high standards of governance in keeping with its view that this promotes good business, successful strategy
execution, and sustainable performance.

Leading by example and setting an ethical tone, the Board ensures that good corporate governance is embedded
throughout the business, enhancing our credentials with stakeholders, protecting our reputation, and fostering
sustainable value for all our stakeholders.

The Board is of the firm belief that these ambitions can only be realized by having a well-structured Board
composition and deeply embedded governance principles throughout the group.

Matters discussed by the Board during their meetings in 2022-23

Strategy Finance Governance ESG and Prospective business


sustainability opportunities

7 1
Directors on Woman Director on
MJL Bangladesh’s Board MJL Bangladesh’s Board
OUR BOARD OF
DIRECTORS

Sitting Left to Right

Prof. Nausheen Rahman Mr. Abdul-Muyeed Chowdhury Mr. Md. Nurul Alam
Independent Director Director Chairman

Mr. Azam J Chowdhury


Managing Director

Standing Left to Right

Mr. Tanjil Chowdhury Mr. Gias Uddin Ansary Dr. G.M. Khurshid Alam
Director Director Independent Director
MJL
32
32 PLC.
BangladeshPLC.
MJL Bangladesh

MR. MD. NURUL ALAM


Chairman, MJL Bangladesh PLC.

Mr. Md. Nurul Alam, Secretary, Energy and Mineral experiences in the field of administration as Assistant
Resources Division Govt. of Bangladesh is a highly Commissioner and Upazilla Nirbahi Officer. In addition,
acclaimed, accomplished professional civil servant he served as the Director of Prime Minister’s Office
with 29-years of experience in various fields. He joined from 2014 to 2019. Prior to that he worked as the
Bangladesh Civil Service (Administration) in the 13th Private Secretary to the Honorable State Minister for
batch in April 1994. the Ministry of Power, Energy and Mineral Resources
during 2009 to 2013. He was one of the Director of
Mr. Alam completed his master’s degree (MSS) &
the Board of Dhaka Electric Supply Company (DESCO),
bachelor’s degree (BSS Hons.) from the Department
Karnaphuli Gas Distribution Company Limited (KGDCL),
of Sociology, University of Dhaka. He also obtained his
BIFPCL and CPGCBL. He also served as the Chairman
2nd Master Degree in Governance and Development
of the Board of Directors of Electricity Generation
from BRAC University in 2006.
Company of Bangladesh Limited (EGCB), West Zone
Before joining Energy and Mineral Resources Division Power Distribution Company Limited (WZPDCL)
under the Ministry of Power, Energy and Mineral and Bangladesh Smart Electrical Company Limited
Resources, he served as Additional Secretary & Joint (BSECO).
Secretary of Power Division under Ministry of Power,
Mr. Alam actively participated in various training courses
Energy and Mineral Resources from April 2019.
at home and abroad. He participated in Professional
Mr. Alam served in different Ministries and Divisions, Development Program on May 2019 at Duke University,
such as Ministry of Public Administration, Ministry USA. He also received training arranged by KOIKA,
of Health and Family Welfare, Ministry of Water JICA and other reputed International Organizations
Resources, Implementation Monitoring & Evaluation on Procurement, Strategic Management, Project
Division (IMED) and Finance Division. He achieved vast Management and Development etc.

Memberships held by Mr. Md. Nurul Alam

» Secretary, Energy and Mineral Resources Division, » Chairman, Padma Oil Company Ltd.
Government of Bangladesh » Chairman, Bangladesh Petroleum Institute
» Chairman, MJL Bangladesh PLC. » Chairman, Karnaphuli Gas Distribution Co. Ltd.
» Chairman, Omera Petroleum Ltd. » Chairman, Gas Transmission Company Ltd. (GTCL)
» Chairman, Omera Cylinders Ltd. » Chairman, Meghna Petroleum Ltd (MPL)
» Chairman, Omera Gas One Ltd. » Director, Karnaphuli Fertilizer Co. Ltd. (KAFCO)
» Chairman, Omera Fuels Ltd. » Director, Bangladesh Infrastructure Finance Fund Ltd.
» Chairman, Titas Gas Transmission & Distribution Co. Ltd. (BIFFL)
» Chairman, Bangladesh Gas Fields Co. Ltd. » Director, Bangladesh Bridge Authority (BBA)
» Chairman, Bangladesh Petroleum Exploration &
Production Co. Ltd. (Bapex)
MR. AZAM J CHOWDHURY
Managing Director, MJL Bangladesh PLC.

Mr. Azam J Chowdhury is an elite industrialist and of Bangladesh Ocean Going Ship Owner’s Association
entrepreneur in Bangladesh. He is the Chairman (BOGSOA). Mr. Chowdhury is the former President of
and owner of East Coast Group, which manages a Bangladesh Association of Publicly Listed Companies
diversified portfolio of business. In addition, he is the (BAPLC) and Director of Central Depository Bangladesh
Chairman of The Consolidated Tea & Lands Company Limited (CDBL).
Bangladesh Limited (formerly, James Finlay Limited),
Mr. Chowdhury was the longest serving Chairman of
largest producer of tea in the region. the Board of Directors of Prime Bank Limited, a private
Mr. Chowdhury is also the Managing Director of MJL sector leading commercial bank. He also served as the
Bangladesh PLC., an affiliate partner of Exxon Mobil Chairman of Green Delta Insurance Company Limited
Corporation in Bangladesh and engaged in all segments (2001-2005), one of the most successful general
of petroleum downstream operations. insurance companies in Bangladesh. He has also been
interviewed in TIME magazine edition December 16,
Mr. Chowdhury is the Director of Omera Petroleum Ltd, 2019. He got the most prestigious award “Business
the largest LPG operators of the country. He is also the Person of the Year 2018” jointly given by DHL and The
Director of Omera Cylinders Ltd. & Omera Fuels Ltd. Daily Star.

Mr. Chowdhury is the President of LPG Operators He is a renowned golfer and achieved laurels several
Association of Bangladesh (LOAB). He is the President times in this sporting arena.

Memberships held by Mr. Azam J Chowdhury

» Chairman, East Coast Group » Director, Omera Tank Terminal


» Managing Director, MJL Bangladesh PLC. » Chairman, The Consolidated Tea & Lands Company
» Director, Omera Petroleum Ltd. Bangladesh Limited (Finlay)
» Director, Omera Cylinders Ltd. » President, Bangladesh Ocean Going Ship Owner’s
» Director, Omera Fuels Ltd. Association (BOGSOA)
» Director, MJL (S) Pte. Ltd. » President, LPG Operators Association of Bangladesh
33
Annual Report 2022-23
MJL
34
34 PLC.
BangladeshPLC.
MJL Bangladesh

MR. ABDUL-MUYEED CHOWDHURY


Director, MJL Bangladesh PLC.

Mr. Abdul-Muyeed Chowdhury is a Nominee Director government service, Mr. Chowdhury joined the globally
representing EC Securities Limited on the Board of known homegrown NGO BRAC (www.brac.net) as its
MJLBPLC. He is also the Founder and CEO of Tiger Executive Director and COO and held the position from
Tours Limited (www.tigertoursbd.com), the only 2000-2006 with a three-month interregnum for the
BIDA registered joint venture tourism company in Caretaker Government in 2001.
Bangladesh. Furthermore, he is also on the Board of
several listed and reputed private limited companies as Mr. Chowdhury was Founding Chairman of SME
a Nominated or an Independent Director. Foundation, Bangladesh. This not-for-profit company
under public-private partnership was set up by
Mr. Chowdhury was an Adviser in the Caretaker the Government of Bangladesh for promoting and
Government of Bangladesh in 2001 when he held developing the SME sector in Bangladesh. He was also
charge of five ministries. He was a career civil servant Vice President of Bangladesh Olympic Association
for 33 years, having joined the erstwhile Civil Service and acted as Chef de Mission of the Bangladesh
of Pakistan (CSP) in 1967. He was a Secretary to the contingent to the SAF 9th Games held in Islamabad,
Government in various ministries from 1994 to 2000. His Pakistan (28 March-06 April, 2004), President of Sports
last assignment was as Secretary of Internal Resources Shooting Federation of Bangladesh (1998-2006). He
Division (IRD) of the Ministry of Finance and ex-officio
was also a Global Councilor of International Union for
Chairman of the National Board of Revenue (NBR)
Conservation of Nature (IUCN) during 2005-08.
from 1998-2000 when he retired from service. During
his service tenure, he was also Deputy Commissioner Mr. Chowdhury has always been actively associated
of greater Faridpur district (1975-78), greater Dhaka with social welfare and human development activities
district (1978-80) and Commissioner of Chittagong through his involvement with various institutions.
Division (1984-86). Mr. Chowdhury was Executive
Director of Jamuna Multipurpose Bridge Authority and Currently he is involved in (i) The Society for Assistance
Secretary of Jamuna Bridge Division from 1996-98, to Hearing Impaired Children (SAHIC), (ii) Board of
when he successfully steered the construction work of Bangladesh Institute of Governance and Management
the Bangabandhu Bridge to completion in record time. (BIGM; former Civil Service College), (iii) the Trustee
His hard work and efficient handling of this mega civil Board of BRAC University, (v) Life Member and Vice-
engineering project was recognised and honored by President of Bangladesh Diabetic Samity (BADAS),
the Institution of Civil Engineers (ICE), UK, by making (vi) Chairman, Gono Shahajya Sangstha (NGO, (vii)
him a Fellow of that Institution. After retirement from Chairman, BIRDEM Hospital.
Memberships held by Mr. Abdul-Muyeed Chowdhury

» Director, MJL Bangladesh PLC. » Director, ACI Limited


» Director, Omera Petroleum Ltd. » Director, Summit Alliance Port Limited
» Director, Omera Cylinders Ltd. » Independent Director, ACI Formulations Limited
» Director, Omera Fuels Ltd. » Independent Director, National Housing Finance &
» Director, Omera Chemicals Ltd. Investment Limited and also a member of its Executive
» Founder & CEO, Tiger Tours Limited Committee and Chairman of the Audit Committee
MR. GIAS UDDIN ANSARY
Director, MJL Bangladesh PLC.

Mr. Gias Uddin Ansary joined the MJL Bangladesh PLC. Accounts, Finance, Audit, Commercial and Operations
Board on 14 October 2018 as a Nominee Director of divisions. Besides, he was also appointed as additional
Jamuna Oil Company Limited (subsidiary of Bangladesh in-charge Secretary, BPC. During his tenure, he visited
Petroleum Corporation). various countries representing BPC.

Mr. Ansary joined Bangladesh Petroleum Corporation Mr. Ansary obtained B.Com (Hons) and M.Com in
Accounting from the University of Chattogram and an
(BPC) as a 1st Class Officer in 1991 and worked for over
MBA from a private university.
32 years in various positions, with the last 13 years as
General Manager and Senior General Manager at the

Memberships held by Mr. Gias Uddin Ansary

» Director, MJL Bangladesh PLC. » Director, Omera Cylinders Ltd.


» Managing Director, Jamuna Oil Company Limited » Director, Omera Fuels Ltd.
» Director, Omera Petroleum Ltd.

35
Annual Report 2022-23
MJL
36
36 PLC.
BangladeshPLC.
MJL Bangladesh

MR. TANJIL CHOWDHURY


Director, MJL Bangladesh PLC.

Mr. Tanjil Chowdhury is the Managing Director of He was an elected director of Bangladesh Cricket Board
East Coast Group (ECG), a diversified conglomerate for two terms and served as Chairman of the Facilities
with more than 44 years of experience in Energy Management and Age Group Committee of BCB.
& Downstream Hydrocarbons. He is the current
Mr. Chowdhury served as President of Bangladesh
Chairman of Prime Bank (2020 – Present), one of the
Merchant Bankers Association (BMBA) for 2014 &
leading private commercial banks in the country; he
2015 and was the former President of Solar Module
had previously served as both a board member and the Manufacturers Association of Bangladesh (SMMAB).
Chairman of the Executive Committee of the Bank. He served as Convener of the Standing Committee on
He completed his BA (Hons) in Accounting & Finance Financial Institutions, Capital Market and Services-2014
with distinction and went on to complete MSc in and Co-Convener of the Standing Committee
on National Energy Strategy for Private Sector
International Management (Finance) from King’s
Development-2013, Dhaka Chamber of Commerce &
College London (KCL). Mr. Tanjil Chowdhury is an
Industries (DCCI).
advisor to British International Investment (BII), formerly
CDC Group Plc, UK’s development financial institution, He is also the Chairman of the Prime Exchange Co. Pte.
and an impact investor with assets of £7.5 billion across Ltd, Singapore and current President of Prime Bank
the world in emerging economies. Cricket Club.

Memberships held by Mr. Tanjil Chowdhury

» Director, MJL Bangladesh PLC. » Director, Omera Fuels Ltd.


» Chairman, Prime Bank Limited » Director, Omera Chemicals Ltd.
» Managing Director, East Coast Group » Director, Omera Gas One Ltd.
» Director, Omera Petroleum Ltd. » Director, MJL (S) Pte Ltd.
» Director, Omera Cylinders Ltd. » Director, Omera Tank Terminal
DR. G.M. KHURSHID ALAM
Independent Director, MJL Bangladesh PLC.

Dr. G.M. Khurshid Alam is an Independent Director of Dr. Alam started his career with Bangladesh Civil Service
MJL Bangladesh, joining the Board on 28 April 2021. (Administration) cadre in 1981. In 1995, he initially
Dr. Alam, an economist, has been serving as Operations joined on lien the World Bank, and subsequently after
Director of “The Policy Research Institutions of resignation from government service continued in that
Bangladesh” (PRI) since January 01, 2014. He is organization, where he served as Senior Private Sector
also holding the position of Chairman of Prime Bank Development Specialist in the South Asia Private Sector
Securities Limited (PBSL), and Director Prime Bank and Finance (SASFP) Department, until retirement in
Investment Limited (PBIL). He had previously served as August 2012.
Independent Director of Prime Bank Limited, being the
Dr. Alam has widely travelled around the globe and
Chairman of the Board’s Risk Management Committee
went through different skills development training
at the bank.
at the World Bank, besides professional training on
Dr. Alam completed his Ph.D in Economics from Boston privatization and private participation at Harvard
University, USA in 1990. Prior to that he completed Institute for International Development (HIID), Harvard
MA in Economics from the same university. He also University; and public-private partnership (PPP) at the
obtained M.A and B.A. (Hons) in Economics from the Institute for Public-Private partnership, Washington
University of Dhaka in 1976 and 1975 respectively. DC, USA.

Memberships held by Dr. G.M. Khurshid Alam

» Independent Director, MJL Bangladesh PLC. » Chairman, Prime Bank Securities Limited
» Operations Director, Policy Research Institute of » Director, Prime Bank Investment Limited
Bangladesh
37
Annual Report 2022-23
MJL
38
38 PLC.
BangladeshPLC.
MJL Bangladesh

PROF. NAUSHEEN RAHMAN


Independent Director, MJL Bangladesh PLC.

Prof. Nausheen Rahman is an Independent Director of Prof. Rahman started her career with North South
MJL Bangladesh, joining the Board on 30th January University in 1994, later she joined University of Dhaka
2023. Prof. Rahman has vast teaching experience in the in 1996 as a lecturer. She held various positions in
the department over the years such as MBA Director,
field of finance and has been teaching at the Faculty
Placement Director, Student’s counselor etc. in the
of Business Studies, University of Dhaka for the past
department. She was associated with Bangladesh
27 years. She has also taught in a number of reputed School of Management under Bangladesh Bank for
Private Universities as a faculty. more than 8 years as an external resource person
representing University of Dhaka and helped design the
Prof. Rahman has completed both her B.Com. (hons)
syllabus of the MBM program and also an interviewer
and M.Com in Finance from Finance department of the
of various reputed banks’ selection board as an expert
Faculty of Business Studies, University of Dhaka securing from her relevant field. Currently she is also serving as
first position in both the exams. She is a gold medalist an independent director of Mir Group and a faculty in
having secured first position among the departments North South University.
in the Faculty of Business Studies. Later in 2000 with
Prof. Rahman has more than 20 publications in various
Australian Government Scholarship, she completed recognized journals and attended and presented papers
her MBA degree from University of Canberra, Australia in international conferences and seminars inside and
majoring in Finance with high distinctions. outside the country.

Memberships held by Prof. Nausheen Rahman

» Independent Director, MJL Bangladesh PLC. » Independent Director, Omera Cylinders Ltd.
» Independent Director, Omera Petroleum Ltd. » Independent Director, Mir Akhter Hossain Ltd.
OUR SENIOR
MANAGEMENT

Sitting Left to Right

Engr. Salah Uddin Ahmed M Mukul Hossain Nagma Mahmood


Chief Operating Officer Chief Executive Officer Head of Human Resources &
Administration

Standing Left to Right

Md. Zamiur Rahman Md. Mohasin Ali Mondal Mohammad Amin-Ur-Rashid


Head of Finance & Planning (Acting) Head of National Sales Head of Marketing

Engr. Md. Shahin Alom Shafquat Mahmud Fahmi Partha Sharathi Bhowmik
Senior General Manager Chief Technology Officer Head of Supply Chain
Sales & Marketing
MJL Bangladesh PLC.

OUR CORE
OPERATIONS TEAM
40

Sitting Left to Right

Md. Wahiduzzaman Engr. Sheikh Ashiqur Rahman Nargis Sultana


Assistant General Manager Assistant General Manager Manager - Treasury
Automotive Lubricant Industrial Lubricant

Syed Tanbir Hassan Sheulee Siddiquee Mohammad Amin-Ur-Rashid


Senior Manager Executive - HR & Admin Head of Marketing
Business Analysis & Planning

Shafquat Mahmud Fahmi Engr. Salah Uddin Ahmed


Chief Technology Officer Chief Operating Officer

Standing Left to Right

Roni Ch Paul Md. Mehedi Hasan Abu Salek


Assistant Manager - HR & Admin Deputy Manager - Brand Deputy Manager - Industrial Lubricant

Shibbir Ahmed Mahmuda Akther Joya Md. Anwar Hossain


Deputy Manager - HR Deputy Manager - CS Deputy Manager - Automotive Lubricant

Nusrat Sharmin Mohammad Jaman


Deputy Manager - CS Senior Manager - Automotive Lubricant
Sitting Left to Right

M Mukul Hossain Engr. Md. Shahin Alom Nagma Mahmood


Chief Executive Officer Senior General Manager Head of Human Resources &
Sales & Marketing Administration

Md. Zamiur Rahman Md. Mohasin Ali Mondal S.M. Zeeshan Saad, FCCA (UK),
Head of Finance & Planning (Acting) Head of National Sales ACA (England & Wales)
Head of Internal Audit & Compliance
Partha Sharathi Bhowmik Moontaha Zafar
Head of Supply Chain Executive - HR & Admin

Standing Left to Right

Nafisa Farah Shams Uddin Ahmed Foyed Ahmed, FCA (ICAB), ACA
Deputy Manager - F&P Senior Manager - VAT & Tax (England & Wales)
Finance Controller
Abdullah Hel Aziz Sheikh Md. Jabed Hasan Hasib Murtaza
Manager - Import Assistant General Manager - IT Manager - Supply Chain

Mir Mohammad Rokibul Kabir Abu Sadat Khan


Company Secretary Manager - Export
MJL Bangladesh PLC.

OUR
LOBP TEAM
42

Standing from Left to Right

Abdulla Al Mamun Zaber Hasan Mahmud Farzana Naim Chowdhury


Deputy Quality Manager Assistant Manager - Procurement Senior Executive - Admin &
& Production Planner Accounts

Md. Shihab Uddin Md. Ali Kaiser A S M Solaiman


Deputy Manager - E&M Deputy Manager - VAT Manager - Administration

Abu Zafar Md Aurangazeb Md. Akramul Hoque Md. Anwar Sadat


Head of Engineering & Plant Manager (DGM) Head of Blending & Filling
Maintenance Operation

Md. Jahangir Alam Md. Kamrul Islam Muhammad Shariful Islam Mollah
Head of Warehouse Head of Lab Technical Manager

Mohammed Arif Uddin Sabbir Mohammad Muntasir Mohammad Mamunur Rashid


Assistant Manager - QA Assistant Manager - Filling Assistant Maintenance Manager -
Mechanical
Board of Directors

Audit Executive
Committee Committee

Managing Director

Internal Audit & Company


Compliance Secretary

Chief
Executive Officer

General Chief
Manager Financial Officer
ORGANOGRAM

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

Engineering &
QA/QC Lab Marketing Reporting
Maintenance

Blending
Administration Brand Treasury
& Filling

Industrial Payment
Warehouse Omera Sales
Sales Process

Automotive
VAT & Tax
Sales
CORPORATE
INFORMATION
Registered Corporate Office Khulna Sales & Marketing Office
MJL Bangladesh PLC. House -171, Road-11, Sonadanga R/S, Phase-1, Khulna,
Mobil House, CWS(A) 13/A, Gulshan Avenue, Bangladesh.
Bir Uttam Mir Shawkat Sarak, Dhaka-1212, Bangladesh Cell: 01708457752
Tel: +88 (02) 58815895, 58815828, Tangail Sales & Marketing Office-1
58815829, 58813661 Holding-21 (1st Floor), Block-E, Purbo Adalat Para,
Fax: +88 (02) 222285271, 222285269 Tangail Sadar, Tangail, Bangladesh. Cell: 01708-457751
Tangail Sales & Marketing Office-2
Tejgaon Warehouse & Customer Services office
Holding-21 (1st Floor), Engr. Mohammed Sanowar Hossen
241, Tejgaon I/A, Dhaka-1208, Bangladesh. House, 1st Floor, Flat no #A1, Housing Mat. West Akur
Tel: +88 (02) 8878977, 8878651 Thakur Para Tangail, Tangail, Bangladesh.
Fax: +88 (02) 8878660 Cell: 01700708178
Kathghor Warehouse & Customer Services office Kushtia Sales & Marketing Office
Sea Beach Road, Charpara, South Patenga, House No- 26, Sokal Sondha Goli. In front of DC Court.
Kathgor, Chattogram, Bangladesh Purbo Mojompur, Kushtia. Bangladesh. Cell: 01708-457753
Tel: +88 (02) 333300257, 333300258; Fax:+88(031)2502256 Dinajpur Sales & Marketing Office
1047/1 Eidgah Abashik Elaka, C&B Moor, Dinajpur Sadar,
Chattogram Sales & Marketing office
Bangladesh. Cell: 01313028238
Mobil House, House-2 (7th Floor), Road - 3, Block - K
Halishahar Housing Estate, Chattogram-4216. Mymensingh Sales & Marketing Office
24/7, Itakhola Road, Kachejhuli, Mymensingh,
Tel:02333314640, 02333316997, Fax:02333316998
Bangladesh. Cell: 01799985460
Lube Oil Blending Plant Rajshahi Sales & Marketing Office
Guptakhal, East Patenga Chattogram-4205, Bangladesh. 56/3 Mirerchak, Ghoramara, Boalia, Rajshahi ,Bangladesh.
Tel: +88 (02) 333300937, 333301090, 333301093 Cell: 01730374912
Fax: +88 (02) 333301094
Faridpur Sales & Marketing Office
Bogura Warehouse, Sales & Marketing Tipti House, House# 24, Block# C, Housing Estate, Faridpur,
& Customer Services Office Bangladesh. Cell: 01708458810
Bogura-Dhaka Highway Betgari, Banani, Bogura-5800, Sylhet Sales & Marketing Office
Bangladesh Tel: 02 589904796, Cell: 01730342480 Clean Fuel CNG Filling Station, Central Bus Terminal Road,
Fax: 02 589904798 Kodomtoli, Sylhet, Bangladesh. Cell: 01755638287

Sylhet Sales & Marketing Office Share Office


Mobil House, CWS(A) 13/A, Gulshan Avenue,
Clean Fuel CNG Filling Station, Central Bus Terminal Road,
Bir Uttam Mir Shawkat Sarak, Dhaka-1212, Bangladesh
Kodomtoli, Sylhet-3100, Bangladesh Tel: 0821-2830358
Tel: +88 (02) 9849510; Cell: 01713436364
Jashore Warehouse, Sales & Marketing & Customer Statutory Auditor
Services Office Hoda Vasi Chowdhury & Co.
House-1010, Dhaka Road, Dharmotala, Jashore. BTMC Bhaban, 7-9 Karwan Bazar C/A
Tel: +88-0421-68343; Fax: +88-042-68343 Dhaka-1215, Bangladesh
Rangpur Sales & Marketing Office Legal Advisor
House # 60/1, Road # 1, Mulatol, Pukurpar, Rangpur–5400, C. T. Karim & Partners Suite # 7D,
Paramount Height (7th Floor) 65/2/1 Culvert Road,
Bangladesh. Cell: 01730-335598
Purana Paltan, Dhaka–1000, Bangladesh
Faridpur Sales & Marketing Office Bankers
House - 21, Block- C, Holding- 0001-29-02 Housing Estate, The Hongkong and Shanghai Banking Corporation
Faridpur–7800, Bangladesh. Standard Chartered Bank
Tel: 01313028251, 01313028263 Citibank, N.A
Commercial Bank of Ceylon
Cumilla Sales & Marketing Office
Prime Bank Limited
House No - 845 (2nd Floor), Road No-01, Eastern Bank Limited
BSCIC Road, Cumilla–3500, Bangladesh. Jamuna Bank Limited
Cell: 01730-336963 BRAC Bank Limited
45

Dutch Bangla Bank Limited


Barishal Sales & Marketing Office
United Commercial Bank PLC.
Annual Report 2022-23

Apon Nibash, Holding-794, New College Road, Mutual Trust Bank Limited
West Boiddo Para,
Nothullabad, Barisal, Bangladesh. Cell: 01799-985459 Business Hours: 9.00 AM to 6.00 PM
MJL Bangladesh PLC.

OUR FINANCIAL
PERFORMANCE
46

Despite operating in a challenging environment, our organization's well-established capabilities and adaptive
capacity to navigate volatility yielded a commendable performance by MJLBPLC. This translated into a resilient
financial outcome during the fiscal year 2022-23, characterized by positive growth across our key financial metrics.

Revenue (BDT mn) Gross profit (BDT mn)

9,341 8,376 8,408 9,261 11,292 2,553 2,640 2,812 2,994 3,855

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

Operating profit (BDT mn) Finance expenses (BDT mn)

1,916 2,037 2,324 2,450 3,155 248 256 79 127 229

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

Profit before tax (BDT mn) Profit after tax (BDT mn)

1,896 2,069 2,738 2,489 3,106 1,420 1,543 2,147 2,188 2,702

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23
Earnings per share (BDT ) Total assets (BDT mn)

4.48 4.87 6.78 6.91 8.53 19,383 19,664 19,595 20,204 19,924

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

Debt-equity (Times) Cash and liquid balances (BDT mn)

0.33 0.27 0.15 0.13 0.2 168 126 148 129 132

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

Net Asset Value per share (BDT) Net operating cash flow per share (BDT)

33.72 34.09 36.36 37.77 41.3 5.01 7.01 6.72 5.72 3.3
47
Annual Report 2022-23

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

Note: All figures have been presented on standalone basis


Key triggers of our 2022-23 financial performance

Strong charter rates and Tactical price hikes Ongoing efficiency


utilisation levels at our oil in lube oils enhancement and cost
tanker business control measures

Resource Judicious forex and liquidity Strategic capital


productivity gains management allocation

Improved tax
planning
UPDATE FROM
OUR LEADERS
MJL Bangladesh PLC.

CHAIRMAN’S
BULLETIN
50

In today’s scenario, new energy solutions


are critical for economic growth. However,
this is not enough as something that is
equally important is they are a prerequisite
for sustainable and environmentally
compatible growth.

Md. Nurul Alam


Chairman
Dear Valued Stakeholders, long-term strategy. So we continued to invest in our
brand portfolio, our market penetration initiatives,
I take pleasure in writing this statement to share with and our sustainability and ESG work. This was driven
you some of the highlights of our progress in the by our assurance to our customers on availability and
financial year 2022-23 (July-June period). supply even as the general market showed hesitancy
in making customer commitments due to factors that
General Overview of the Year
made it difficult for them to ensure regular production
At the onset of 2022-23, the ramifications of the or imports.
Russia-Ukraine conflict became visible within the global
Our commitment to ensuring product security for our
economic landscape. Businesses had to face a range of
customers bolstered our position as a company that
issues, such as disrupted supply chains that were already
could be relied upon even in crisis situations to maintain
weakened by the pandemic, geopolitical instability,
essential supplies, thus embedding us further as their
elevated inflation, rising interest rates, significant
partner of choice. In fact, a few customers in the power
currency volatility, and capital outflows resulting from a
plant sector made the shift from other lube oils to
risk-averse stance among investors.
Mobil, choosing to make investment in the switch that
Similar issues were observed in the economic landscape shows their confidence in us and erosion of trust in their
of Bangladesh too, where inflation reached over 9%, previous vendors. So, to stay on course as part of our
surpassing the tolerable threshold set by the Bangladesh long-term strategy required us to cover new ground,
Bank. Consequently, this led to a significant increase which the team achieved quite commendably through
in food and oil prices, placing strain on household new customer acquisition that gives us long-duration
incomes. In order to cope, there was a noticeable contract security.
slowdown in consumption as consumers transitioned to
We did not waver in our resolve to deliver on our short-
purchasing lower-value packs, opting for unpackaged
term expectations, progress on our long-term ambitions,
and unbranded products. While household savings
and yet remain true to the core of our strategy, which is
depleted, there was a lack of significant spending on
to provide our customers high-performance products
non-essential or discretionary items.
and facilitate the new energy transition in Bangladesh.
These had an effect on major headline indicators, Our decentralized structure allows us to be close to our
including a fall in sales of 2- and 4-wheelers, suppressed consumers and respond to shifts in their needs, while
bank credit growth, and sluggish sales in the fast- our global, balanced and well-diversified portfolio helps
moving consumer goods (FMCG) sector. A decline in us weather inflation and supply chain challenges.
consumer spending was observed in all categories due
to the combination of low consumer confidence and Energizing our Strengths
financial strain. Scaling sustainable energy solutions is our prime
Added to this, competition remained high with national, objective and we continue to focus significant efforts
regional and local entities jostling for a share of the to drive progress against our core initiative of meeting
market. The prevalence of price undercutting and other the larger themes of energy security and environmental
unsavoury practices remained significant, as market protection, which is fundamental for a developing
participants sought to swiftly liquidate their inventory nation.
in order to free up working capital and cash in a In today’s scenario, new energy solutions are critical
challenging economic environment. Price remained the for economic growth. However, this is not enough
only factor of concern in consumer decision-making, as something that is equally important is they are
which caused downtrading. a prerequisite for sustainable and environmentally-
Fixed on our Long-Term Strategy compatible growth. Bangladesh is a signatory of the
Paris Climate Accords, popularly known as the Paris
Laying out the general economic scenario, it will be Agreement, that puts the onus on the country to meet
obvious to you that we had to put up with yet another the climate targets. New energy solutions are central in
51

challenging year. these targets.


Annual Report 2022-23

However, there was little doubt in our mind and it We have a clear strategic approach to focus on the areas
was clear to us that we could not lose sight of our where we believe we can drive the most impact with our
MJL Bangladesh PLC.

strategy, that is lube oils and liquified petroleum gas (LPG), To support the acceleration of our growth, we are
with environmental, social and governance (“ESG”) goals becoming more agile and local-consumer focused. We
and initiatives that include involvement and oversight by are committed to investing in a diverse and talented
our Board of Directors and leadership. This includes our workforce that helps our business move forward with
ongoing efforts to deepen our initiatives in sustainable speed and agility, along with future-forward growth
52

sourcing and resourcing, reducing our end-to-end capabilities. We empower our teams to innovate
environmental impact, and innovating across our processes and deliver solutions that meet or exceed customer
and packaging to reduce waste and promote recycling. expectations, while continuing to leverage our global
reputation and expertise to efficiently support our
We run our business with a long-term perspective growth strategy.
and we believe the successful delivery of our strategic
growth framework will drive consistent financial growth Vote of Thanks
and long-term value creation, and yet ensure we meet
I express my appreciation to the MD and the CEO and
our sustainability and ESG objectives.
the senior leadership team in executing the company’s
Our Operating Imperatives strategy through these challenging economic times
as well as to our resolute employees who continue to
Our plan to drive long-term growth includes key remain unwavering in their commitment.
operative imperatives, including accelerating customer-
centric growth. Our customers are the reason we To my colleagues on the Board, thank you for your
want to be the best and most dependable supplier of invaluable input, wise counsel and strategic support
new energy solutions, and we put them at the heart of throughout another challenging, yet satisfying year.
everything we do. Thank you to all our stakeholders too for your continued
support and engagement.
We have made notable investment in both our lube
oil and LPG businesses, ensuring capability and I would also like to extend my thanks to the Government
preparedness to meet long-term demand, even under of Bangladesh, the Ministry of Power, Energy and
the most optimistic scenario. In the realm of customer Mineral Resources Division, Bangladesh Securities and
Exchange Commission, Dhaka and Chittagong stock
centricity, we will both expand horizontally and deepen
exchanges, National Board of Revenue and all our other
vertically our customer and consumer engagement
regulators for their positive liaison that has strengthened
programs, including participation in seminars, lube oil
the company’s foundations for continued service to the
clinics, trade shows, etc., to help ensure brand salience
nation.
and prominence.
One of MJL Bangladesh’s biggest strengths is our
Next is our operational excellence and continuous
preparedness for today and tomorrow. We remain
improvement plans that include a focus on optimising
favourably positioned in Bangladesh with our diverse
our sales, marketing and customer service efforts. To
businesses that have long established a strong product-
drive productivity gains and cost improvement across
market fit. With our focus on consistent operational
our business, we also plan to harness our technology
excellence and customer service standards, our business
platform SAP S/4 HANA better to unlock business
will remain relevant and sustainable.
performance through better utilisation of this advanced
software, driving greater efficiency in our supply chain Based on this, I am confident that our company’s growth
and inventory management, and applying strong cost trajectory will continue unabated – today and into the
discipline across our operations. future.

We expect the improvements and efficiencies we I convey my warm wishes to you and your family.
drive will fuel our growth and continue to expand our
financial performance. We are also looking to boost Sincerely,
digital commerce through both website and an app
that will help to meet any additional consumer demand
and sales opportunities, while enabling direct customer Md. Nurul Alam
engagement. Chairman
MJL Bangladesh PLC.

REPORT BY OUR
MANAGING DIRECTOR
54

If we want to succeed in our ambitions, and I am


convinced we will, then we must understand the
decisions we make today will not only have a
profound impact on our business but also
on the future of the planet.

Azam J Chowdhury
Managing Director
Key messages

Managing Paving Our Path to Ensuring Continued Success


Challenges Sustainable Progress and Prosperity

Dear Esteemed Stakeholders, critical in rolling the wheels of progress. Being unseen,
they are hardly conversation-starters and yet if you ask
We will remember 2022-23 as a year of unprecedented any engineers, they will say how crucial genuine and
events: the war between Russia and Ukraine, the energy
authentic lube oils are in their operations.
and food supply crisis, and the persistent challenge of
disrupted supply chains. Truly, a new era is dawning, It is these conversations that we have with engineers
a paradigm change that is transforming the face of and other technical specialists who tell us how
globalization and complicating the attainment of the important Mobil is for their systems that really is the
UN Sustainable Development Goals (SDGs). wind beneath our wings to stay on mission-mode in
supplying the best lube oils in Bangladesh through our
With regards to energy security in particular, the year
world-renowned Mobil brand.
was a challenging one, and as a leading energy company
of Bangladesh, we proactively adopted significant From day one we were clear that we had to create
multidirectional efforts to meet market demand for lube a market for authentic lube oils that symbolize the
oils and LPG (liquified petroleum gas), helping stabilize assurance of quality, high-performance and reliability.
the energy value chain and continuing to firmly support We instinctively knew that if we continue on the path
the country in its quest for meeting its growing energy of this vision and stayed patient the market would
demands, climate and other social goals. eventually reward us.

In this context, we must not forget how closely energy and We feel asserted as for many years now, Mobil has
socio-economic issues are interlinked. While Bangladesh stayed as the number one lube oil brand in Bangladesh.
does not have full self-sufficiency for feeding the energy So much so that there is no noticeable second. Proud
requirements of its large population, it is imperative for as we are, we are also truly humbled in being given this
the market to remain sufficiently supplied. This is most
opportunity to serve the market and contribute to the
essential considering the energy intensity of the nation’s
progress of Bangladesh. I can proudly say that Mobil
industries and the importance of the industrial sector
products blended in Bangladesh are as good as Mobil
in the GDP. It is a large-scale employment provider,
products anywhere in the world and few in our industry
creates essential products and services for the domestic
can claim the same about their products.
market, earns foreign exchange, and makes substantial
contributions to the exchequer. Though a significant part of the lube oil sector is still
with non-Mobil players, a large part of this market is
This warrants a closer look at Bangladesh’s energy
comprised of spurious, illicit, and obsolete products
scenario and our businesses, not to mention the
that sell on-the-basis of their low price. However, we
importance of energy sustainability for our future
saw this advantage disappear as the prevalent scenario
generations.
comprising tightened regulations around LCs and
Our lube oil business – A well-oiled machine short supply of dollars made it highly challenging for
55

competitors to import products into Bangladesh.


Lube oils are a critical product in the context of any
Annual Report 2022-23

nation, more so Bangladesh. They are literally the driving Such was the scenario that a few bulk customers of lube
force behind moving machinery parts and hence are oil, including power plants, made the switch to Mobil
MJL Bangladesh PLC.

from other products, placing their trust in not only experts talk of how Mobil can add value to their assets,
our products, but also in our ability to assure supplies operations, and competitiveness.
despite the challenges. This was a double vindication
for us. Thus, we were able to capture market share from We also engage with a community that is at the
the others. grassroots and is a major decision-maker for its
56

customers – small shops and mechanics. We directly


The aforementioned factors enforced around 20% reach out to them and talk to them about how Mobil
decline in annual lube oil demand in Bangladesh in can add value to their businesses, the biggest being a
2022-23. However, Mobil’s volumes declined by only satisfied customer. We also incentivize them as a means
7% during the year, despite us having to effect price to boost their confidence. We hold lube oil clinics and
revisions across the products’ basket. This clearly participate in programs that enable us to directly interact
demonstrates that Mobil is not about the price on which with customers and influencers and talk to them about
other brands compete, but about value. And this is and
our products.
will be an enduring competitive advantage for us.
Mobil is a mature brand and we have huge scope for
While good markets are decent for us, challenging
growth in a market that is slowly realizing the benefits
markets are also worthy as we are able to acquire
of genuine products and is also progressively shifting
market share at a greater propensity. This makes our
away from price as the sole decision-making factor.
lube oil business a well-oiled machine with strong
global sourcing network, financing ability for import The future is closer than you think
transactions with favorable credit terms, world-class
blending asset in the form of our LOBP (lube oil blending This classic quote comes to my mind when I think of the
plant) and a large and diversified customer base. future of the energy sector of the world in general, and
Bangladesh in particular.
To talk about the value of Mobil, we organize regular
seminars and knowledge sharing sessions that are In tandem with the increase in per capita GDP, there
well-attended by engineers, technical specialists, and has been a corresponding rise in per capita energy
decision makers. They come to hear our renowned consumption in Bangladesh, as shown in the chart below.

Energy consumption in Bangladesh (MTOE)

26.48 29.82 32.8 33.1 34.5 39.85 40.52 42.12 42.9

2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22

Source: HCU Data Bank


It is evident that there has been a notable 1.6x increase and primary electricity sources, 2021-22. This shows
in the overall commercial energy consumption in overwhelming reliance on a single energy source and
the country, from 26.48 million tons of oil equivalent makes the country prone to any sort of an exigent shock.
(MTOE) in 2013-14 to 42.9 MTOE in 2021-22. The era Petroleum products constitute a more reasonable share
of speedy rise in energy consumption was between of 28.09%. However, the share of renewable sources is
2013-14 and 2018-19, with a net increase of 13.37 less than 1.5% of the overall primary energy mix, which
MTOE during the period, which corresponds to the indicates the country has to do much catching up to
7-8% GDP growth rates consistently clocked by the achieve energy sustainability.

economy. This reinforces the fact that economic growth Fuels and primary electricity sources, 2021-22
is directly correlated to energy consumption.
Fuel sources MTOE (%)
It is anticipated that if the current trend of significant
Natural gas 25.1 58.51
demand growth continues, Bangladesh will consume
Petroleum products 12.05 28.09
over 100 MTOE of commercial energy by the year 2050.
Coal 4.19 9.67
In 2021-22, we were already at the 42% mark of the
projection. Hydroelectricity 0.17 0.40
Renewables (solar, wind) 0.53 1.24
Coming now to the energy mix of Bangladesh, what Imported electricity 0.86 2.09
you see is natural gas constituting the majority of
Total 42.9 100%
the fuel demand, accounting for 58.51% of the total
portfolio in 2021-22, as indicated in the chart: Fuels Source: HCU Data Bank

In order to sustain rapid economic expansion over Over the course of the past four years (up to 2021-
the past decade, Bangladesh increased its natural gas 22), the annual supply of both domestic natural gas
output to meet the growing energy demand. The period and imported LNG has exhibited general consistency
without showing any noticeable uptick. The current
from 2008-09 to 2015-16 witnessed a notable surge
supply of natural gas in the country, particularly for
in natural gas output. However, production peaked
industrial purposes, falls significantly short of existing
in 2017. If this current pattern persists, it is likely that
demand, hence exerting a substantial impact on
natural gas reserves will be depleted in the near future. industrial operations. While natural gas is plateauing,
In order to address the deficit, the government initiated LNG has not been able to fully offset the impact due
liquefied natural gas (LNG) imports starting from 2019. to limited domestic regassification capacity and the

Annual supply of natural gas and LNG (Billion Cubic Feet) Natural Gas LNG
892.76

842.01

240.56
216.1
654

704

709

744

801

820

890

971

972

961

965

116

887

203
0

57
Annual Report 2022-23

2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22
MJL Bangladesh PLC.

prevalent situation of shortage of dollar currency that There comes a tide in the affairs of men
has become acute over time.
This quote by Shakespeare is still relevant even in the
What this means is that Bangladesh needs another 21st century.
major fuel source that can be scaled up quickly to net off
We had anticipated the oncoming demand tide for LPG
58

the challenges. This is where LPG comes in and perhaps


and had thus conceptualized a business that would not
a future frontier fuel.
only serve the existing market but also create a new
Projections show that the market for LPG will one. This is the genesis of Omera Petroleum Limited
(OPL), which overtook the market leader in 2022-23 to
expand from the current 1.4 million MT per annum
emerge as Bangladesh’s largest LPG operator.
(approximately) to about 3 million MT per annum by
2030, more than doubling over the period. The demand The company achieved LPG as sales volume growth
for LPG has been on the rise with an annual growth of over 16% to reach about 200,000 MT in 2022-23,
rate of around 15% due to its multi-sectoral adoption, catering to about 20% of the total market. It broke its
ranging from uses for domestic purposes to industrial own records too, sales achieved in June 2023 being
and transportation sectors. surpassed by July 2023 sales. The sales of July 2023
were the highest-ever monthly sales accomplished by
Demand for LPG began to grow when the government the company so far, which corroborates its enhanced
halted new natural gas connections to households and ability to cater to a growing demand environment and
commercial establishments, concerned with the supply capture a larger share of a competitive market. After
shortages that started surfacing in 2009. LPG demand fulfilling national demand, we are exporting LPG to the
took-off progressively and is today growing as a fuel of seven sister states of India.
choice amongst both households and industries.
OPL’s pole position is the coming together of a number
For the manufacturing sector, this shift is due to natural of factors, both external and internal.
gas shortages that reduce pipeline pressure, thus
The company was able to successfully meet the surge in
enforcing challenges in industrial production leading to LPG demand from the industry sector, reflected in the
sub-par capacity utilization, which compels an elevation 100% growth in sales volume achieved during the year.
in costs. For households, the shift to LPG has been This was made possible through our Omera Priority
driven by concerted marketing efforts by operators and platform, a dedicated service created to exclusively
due to the growing recognition of other domestic fuels cater to the needs of large industrial/bulk consumers
such as wood and kerosene having negative long-term for their industrial heating needs. The demand for LPG
health impacts due to their smoke and emissions upon is especially increasing in energy-intensive industries,
burning. LPG has no such issue as it is smokeless with a such as Steel, Ceramic, RMG etc. Around 20-25% of our
better heat calorific value. total gas is sold to industries.

Currently, it is estimated that only around 20% Having a customer service mindset, we had visualized
such a platform that would help expand the industrial
households have access to clean cooking fuel, thus
LPG base of Bangladesh through offering end-to-
pointing to huge market scope. Additionally, LPG is
end solutions. We now have a significant number of
most favorable in Bangladesh’s context as it directly
industrial sector clients, an increase from just a few
accredits SDG #7 Affordable and Clean Energy.
years ago. Omera Priority to me is a case study of a
By replacing diesel in industries and dirty cooking fuels company successfully carving out a niche market and
in households and commercial/bulk use, experts opine bringing it mainstream.

that the demand of LPG may increase significantly Omera LPG is the right choice for households. This was
in near future. Furthermore, if natural gas subsidy is the marketing brief as we amplified the messaging over
rationalized in the coming days, more and more vehicles the years through outdoor activations and installments,
will opt for automotive LPG or auto gas, which is yet broadcast and social media. We demonstrated the
again a tremendous positive for LPG. benefits of LPG to households and conveyed to
distributors and retailers why Omera LPG could be large gas carriers (VLGC). Notably, we also sell LPG
a business-enhancing solution for them. We told from VLGC to other operators who have contracted
customers we would offer them doorstep deliveries and their capacity requirement to us.
easy product accessibility through a vast physical retail
MJL (S) Pte Limited, a Singapore-domiciled entity and
and e-commerce network.
an associate company of MJL Bangladesh PLC. arranges
Further, our subsidiary, cylinder manufacturing the logistics and finances, including opening LCs, for
company Omera Cylinders Limited (OCL) helps flex facilitating gas imports into Bangladesh through VLGC.
our competitive advantage in customer service as we Singapore is a global financial and logistics hub and
are assured of cylinders for LPG bottling. Through establishing an entity there has been a strategic step
in-house manufacturing of cylinders at our Habiganj for us. Furthermore, earnings of MJL (S) Pte Limited
plant, we were able to keep control on our LPG cylinder also help Bangladesh to earn foreign currency through
inventory both new and used and ensure their proper dividend repatriation.
utilization and return-back for retesting, repainting
MJL (S) Pte Limited supplies around 45,000 to 50,000
and requalification. It also helps keep control on costs.
MT LPG per month in Bangladesh. Hence, it is a matter
Cylinders manufactured by us are also supplied to the
of pride for us that the company caters to around 40%
local market and exported to African countries too.
of the total monthly LPG consumption of the country of
OCL manufactures new cylinders and also engages in around 120,000 MT.
retesting/refurbishment of cylinders of third-party LPG
A major potential trigger that will give a boost to LPG
operators in Bangladesh, thus opening up an additional
revenue stream. Today, OCL has become a large entity, demand in Bangladesh in the future is the withdrawal of

having the manufacturing capacity of 7 lac cylinders per subsidy on piped gas. If so, the price difference between
year. LPG and piped gas will virtually disappear. LPG prices
are already lower than diesel/furnace oil prices as the
Of course, our success in LPG is a factor of our ability to government has withdrawn subsidy on diesel.
make investment. We have invested almost BDT 2,000
crore since inception, creating a network of integrated Demand for LPG is witnessing an uptrend, thanks to
assets, including 3 barges – Omera Princess, Omera a growing population and lifestyle changes among
King and Omera Glory – that navigate Bangladesh’s vast people. Further, we have hardly touched demand in
network of internal waterways to bring LPG from main rural areas, which is the next frontier of opportunity for
terminal to other satellite stations. Our main terminal us.
is located at Mongla and the remaining three satellite
Preparing for tomorrow, today
stations are located at Ghorashal, Bogura and Mirsharai.
We have injected around 5.50 to 6.00 million cylinders Given Bangladesh’s demographics, its progression
in the LPG market of Bangladesh through OPL. towards a middle-income country, and new-age sectors
brimming with untapped potential, the country is well-
Our fleet of more than 50 tankers transports LPG to our
placed for long-term growth.
satellite stations, industrial customers, and for export to
India. LPG is bottled in four terminals and is transported With a density dividend with over 1,200 people/sq km,
by a large number of fleets to our 40,000+ distributors demographic bulge with 50% of the population under
and retailers located around the country. Success in the age of 35 years, vibrant entrepreneurial talent, tech-
LPG is contingent on logistics & distribution, and this is adaptable population with 100 million+ people on the
where we have prioritized investment. In reality, we have internet and 99 million+ in the MFS (mobile financial
constructed scale up with the ability to meet nearly one services) system, Bangladesh has a bright outlook
third of the country’s future LPG demand on our own. ahead of it.
59

Our market leadership is due a large part to our ability Furthermore, external factors such as the “China + 1”
to import LPG. We import LPG from Middle Eastern strategy of large global manufacturing companies,
Annual Report 2022-23

countries, including Saudi Arabia and Qatar, as well as energy transition and decarbonization, and emergence
the USA, and ship it to Kutubdia in Cox’s Bazar by very of conscious fashion in the apparel trade will remain as
MJL Bangladesh PLC.

a source of opportunity for Bangladesh to capitalize differently. We, however, compete based on our inherent
upon. strengths of our product quality, brand recognition and
loyalty, service and solutions, product innovation, ease
At MJL Bangladesh PLC., we took three initiatives in the
of availability, and value. The ability to identify and
recent year to prepare for our growth journey, diversify
satisfy customer needs and expectations, effectiveness
60

our business within its existing verticals, and create new


of our sales and marketing strategies, routes to market
sources of value for shareholders.
and distribution network are vital in our endeavors to
One of the initiatives comprised the placement of a new serve the market with speed and efficiency.
Aframax oil tanker construction order with Daehan, a
Our advantaged country-wide footprint, operating scale
South-Korea based shipbuilding major. We shortlisted
and portfolio of brands have all significantly contributed
them for the 115,000 DWT vessel due to their
to building our market-leading positions across lube
established skills and competencies in shipbuilding and
oils and LPG. To grow and maintain our market status,
impeccable delivery track record. The ship is expected
we have to focus on meeting consumer needs through
to join us in the first quarter of the calendar year 2026
new product launch and innovation and high standards
and will double our existing oil tanker capacity, which
of product quality. We will also continue to optimize
currently stands at 106,000 DWT through our oil tanker
our manufacturing and other operations and invest in
Omera Legacy. The long-term outlook for the oil tanker
our brands through ongoing research and development
business is positive given the dominance of oil in global
(R&D), marketing, and consumer promotions.
trade and continued movement from producing regions
to consuming ones. We believe the strength of our workforce is one of
the significant contributors to our success. All our
The other initiative of the year was the acquisition of
employees add to our vision and mission and help
a 50-bigha plot of land strategically located on the
us drive strong financial performance. Attracting,
estuary of the Shitalakshya River in Narayanganj district.
developing and retaining talent with the right skills
The purchase of this land parcel was an opportunistic
to drive our business is central to our purpose and
move and being proximate to a major river opens up
the potential for us to explore businesses in the trade long-term growth strategy. Beyond this, diversity is
and logistics sectors. The management is evaluating all a strength that drives innovation and growth, and we
possibilities and will take a decision on the best possible strive to champion diversity, inclusion and economic
utilization of the land. empowerment.

We have also begun building a new warehouse in We promote a culture of learning and development
Chattogram that will be situated next to our current for talent transformation. While cross-functional
warehouse Kathghar. We’ll be able to generate more learning is encouraged for our teams to get a more
income by renting out the newly built warehouse to a holistic understanding of our operations, emphasis
third party. is placed on core competence-building that leads to
subject matter expertise, innovation and cultivation
These initiatives have contributed to strengthening our of new ideas. We have established a work model
foundations and preparing us for future growth. that benefits from flexibility and collaboration, and
we expect our employees to engage with colleagues,
Bolstering our competitive moat
customers and suppliers on a regular basis. We also
We compete with ourselves. This mindset has stood stress-on occupational health and safety and strive to
us in good stead in a competitive market that includes continuously improve our work processes to enhance
global, regional and local competitors, including new worker protection.
companies starting up.
Diversity, equity and inclusion significantly contribute
Some competitors have different profit objectives and to our winning growth culture. We work to reflect the
investment time horizons than we do and therefore diversity of ideas and our people and to maximize the
they may approach pricing and promotional decisions power and potential of our employees.
Looking ahead Our thanks

We will continue to deftly negotiate the current On this positive note, I would like to express our
inflationary and supply chain pressures to stay firm as gratitude to the Board members, all regulators,
the backbone of our customers in meeting their demand
employees, shareholders, trade & finance partners and
for lube oils and LPG that are central to their operations.
the entire stakeholder ecosystem for their trust and
With the objective of offering sustainable growth and support in us. We shall continue to move forward on
consistent performance, we have charted out our the path of achieving many more milestones.
long-term strategy that builds on meeting customer
expectations. We are also undertaking varied initiatives If we want to succeed in our ambitions, and I am
as primary drivers of our long-term growth, order convinced we will, then we must understand the
placement for our new oil tanker being an example. decisions we make today will not only have a profound
impact on our business but also on the future of the
The medium to long-term growth story of MJL
Bangladesh PLC. remains intact. Our growth, going planet.
forward, will be driven by all our businesses, meshed
In this journey, your cooperation and guidance, as
with the significant under-penetration of our products
and services especially in the rural heartlands. There is always, will be highly solicited.
scope for growth for LPG in rural households and we
Thank you once again
have already demonstrated early signs of success here
by making inroads into tier-III+ regions.

It is worth mentioning that a stable and growing business


like ours stands further out during uncertain times. We
believe a productive asset base with predictable income
streams and inherent growth linked to industrialization
and economic mobility will help the company deliver Azam J Chowdhury
sustainable long-term value for shareholders. Managing Director

61
Annual Report 2022-23
MJL Bangladesh PLC.

LETTER FROM OUR


CHIEF EXECUTIVE OFFICER
62

The changing landscape of energy sustainability has


spawned a progressive shift to fuel sources that
are clean, productive, safe and reliable,
effectively activating a demand
transference to branded lubricant
products and liquified
petroleum gas (LPG).

M Mukul Hossain
Chief Executive Officer
Dear Esteemed Shareholders, The result is that while Bangladesh’s lube oil market
plunged by around 20% in 2022-23, the decline in our
Bringing this report to you, laying out the scorecard for sales volume remained capped to about 7% over the
the financial year 2022-23 gives me immense pleasure. previous year, which implies we performed much better
It is an opportunity for us to showcase to you what than the market.
has been achieved with your support through these
challenging, yet opportunity-filled times. The company’s LPG business under “Omera” met with
resounding success in the year 2022-23. It was the
THE ENERGY TRANSITION year in which Omera Petroleum Ltd (OPL) became the
largest LPG company of Bangladesh by sales volume
The world is racing towards a net-zero carbon
and market share. This is a great success story for a
environment
company coming into the market and grabbing pole
In boardrooms across the world and in Bangladesh, position in less than 9 years since its inception.
there is an unprecedented focus on the energy transition,
When the company started out, it was under no illusion
resulting in the direction of organizational energies
of an easy path, but was rather aware of the reality
towards advancing initiatives that support climate action
and the challenges at hand. Yet, it had the belief and
and contribute to a safer and greener environment. In
conviction that it could solve the challenges to ensure
doing so, the Environmental, Social and Governance or
that an important fuel exists in the energy mix of
ESG principles and the Sustainable Development Goals or
Bangladesh. It was convinced that LPG was the future.
SDGs are becoming interlinked to these efforts.
Today, standing at a vantage point, the company has
The changing landscape of energy sustainability has
justified its belief to enter a highly competitive market
spawned a progressive shift to fuel sources that are
and create a successful business model that serves the
clean, productive, safe and reliable, effectively activating
largest customer base in the household and industrial
a demand transference to branded lubricant products
segments of the market. Through its innate ability to
and liquified petroleum gas (LPG). While branded lube
source imported LPG into Bangladesh via a multimodal
oils from established players such as our company’s
transport network and a strong financial backing and
“Mobil” brand offering has always enjoyed a strong
distribute the fuel around the country via a modern
credibility factor in the market, there is a renewed
multi-location storage, bottling and transportation
appreciation now as the damage caused by spurious
infrastructure is hugely creditable, as significant
and counterfeit products has been exposed. The
investment required for this network has come to
story is similar in our LPG brand “Omera” too that has
fruition.
triggered a switch from natural gas and other energy
sources to LPG for both household and domestic OUR WORTHY STRENGTHS
heating purposes.
Uniquely positioned to leverage our scale and
FLIGHT TO SAFETY deliver value
Growing preference for Mobil and Omera MJL Bangladesh is uniquely positioned to drive
brands across Bangladesh sustainable value in its business domains.
In addition to the business-as-usual scenario where The benefit of having multiple businesses that are
we are supplying to our existing customers, the flight sufficiently integrated within the group presents
to our lube oil products has been further galvanized a distinctive strength. We are able to leverage our
by supply-related challenges faced by other operators substantial knowledge, skills and financial and human
that has compelled large customers to shift to Mobil. capital to fortify our new-age businesses, validated
This is a ringing endorsement of our ability to meet through applied market research. As mentioned earlier,
market demand in an uninterrupted manner, despite this has been the case with our LPG business that has
the disruptions. It further attests to the company’s become Bangladesh’s largest within a short span of
63

integrated business model that remains functional even under a decade.


amid exigent times, and also speaks of the seriousness
Annual Report 2022-23

we assign to customer service and timely deliveries in The Mobil brand benefits from our integrated strategy
view of the criticality of our products in their operations. of locally blending and distribution of high-quality
MJL Bangladesh PLC.

internationally certified products. The success here is We are now in a very strong position to develop
also an element of our distributed sales network, our meaningful and lasting competitive advantage. This next
distinguished R&D laboratory that enables the precise phase of creating a sustainable competitive advantage
testing of lube oils, and our skilled personnel that through leveraging our unique position, where we
facilitate our customers to gain advantage from our have leadership position in businesses that have scale
64

solutions capabilities and from our knowhow of which and growing national relevance, will be harder for
product to use that would best suit their processes competitors to replicate and thus differentiate us further
and machineries. This directly contributes to the in the market.
competitiveness of our customers as they find real value
in our products and knowhow. APPRECIATION

BUILDING COMPETITIVE ADVANTAGE A heartfelt thanks to all our stakeholders for


their support and conviction
Our ongoing journey towards building a
lasting competitive edge The most notable aspect of financial year 2022-23 has
been the company overcoming the challenges that
With a portfolio of products, effective business strategy, surfaced due to inflation, supply bottlenecks and tepid
clear market focus, and significant growth runway, MJL demand, and yet emerging more determined to achieve
Bangladesh is concentrating on building sustainable its goals. Our resilience is the result of many factors, not
long-term competitive advantage, with the aim of least being a shared vision and values.
reinforcing our market leadership in both the lube oil
and LPG businesses. I would like to acknowledge the contribution of our
Board, our senior management team, and all employees
Over the past few years, the group has built a solid for coming together and further building the company
base that includes a clearly defined strategy with well- into an organization we can all be proud of.
positioned brands, highly capable skill-sets, and an agile
business model. I would also like to thank all our stakeholders – customers,
network partners and regulators. To our shareholders,
In our first phase of development, we improved our I thank you for your conviction in us. We are taking all
structures, standardised systems and focused on steps to further unlock value for you over the long term.
brand propositions. The second phase saw enhanced
operational efficiencies, including strengthening our Sincerely,
performance management, establishing benchmarks
and setting clear targets. We also introduced training
and development initiatives in pivotal areas, further
defined our brand value propositions, improved
customer service and consolidated and standardized M Mukul Hossain
our financial processes. Chief Executive Officer
OPERATIONAL
UPDATE
MJL Bangladesh PLC.

PERFORMANCE OVERVIEW BY
OUR HEAD OF FINANCE & PLANNING
66

Business diversification and


a strong financial profile
were the two key drivers of
our 2022-23 performance.

Md. Zamiur Rahman


Head of Finance & Planning (Acting)
MJLBPLC’s balance sheet strength stood us in good Our oil tanker business reported the sharpest revenue
stead during the period under review, supporting gain of 105% to BDT 223 crore during the year in
our liquidity. This came out as an advantage for us review due to strong market conditions that ensured
in an environment with heightened regulations that buoyancy in charter rates and vessel utilization levels.
constrained liquidity and imports for others through Our oil tanker asset, the 106,000 DWT Omera Legacy,
controls placed on LC-based transactions. The continued to remain pressed into service through most
government continued to push for preserving foreign of the year which explains the revenue expansion the
currency reserves and thus permitted imports of only business registered in the year. Strong cost controls
essential cargoes which played a role too in making it and asset efficiency measures enabled the business to
more challenging for others to import base feedstock report excellent net profit level growth too.
for lube oils, finished lube oils, and LPG.
Here, a major highlight was the MJLBPLC Board
Our market status, banking relationships, promoter granting their consent towards addition of one more
reputation, sound credit ratings, integrated business vessel, thus taking the oil tanker business to a fleet of
model, good understanding of the market, and two when the new vessel will join the business. The
international presence through Singapore-based order for a greenfield Aframax vessel of 115,000 DWT
associate company enabled us to circumvent many of capacity was placed with South Korea-based Daehan
the aforementioned challenges to ensure a business- that has the largest share of the Aframax vessel market.
as-usual scenario. The cost of the acquisition of about $75 mn is being
funded through a mix of $45 mn debt and $30 mn equity
Two of the major issues we dealt with effectively contribution. The vessel is expected to be delivered in
was liquidity to meet our daily operations and capital the first quarter of CY2026.
planning to meet our future growth targets. Fortunately,
we continued to have strong cash generation from our Diversification as a theme and our growing focus
businesses that helped avoid major reliance on external area gave us good benefits during the year, as all the
sources such as debt. Yet, we also had the comfort of three businesses segment under MJL Bangladesh –
unutilized working capital credit lines from our banking Manufacturing, Trading and Oil Tanker played to their
respective strengths to add to collective consolidated
consortium.
performance heft during the year.
Led by the Mobil brand, the lubricant business of the
Overall, MJL Bangladesh registered a 22% increase
Company registered an optimistic performance. I say
in revenue to BDT 1,129 crore, 29% increase in gross
this because while the overall industry volumes dropped
profit to BDT 386 crore, and 24% increase in net profit
by about 20%, our volumes declined much slower at 7%,
to BDT 270 crore. This helped buoy EPS that expanded
meaning we were able to contain the drop significantly.
by 24% to 8.53 during the year in review.
This also makes the business well-positioned for the
future due to the fact that recovery would be that While the acquisition of the Aframax vessel was a
much harder for the other players than for us. Probably, major highlight, two others also stood out during the
the situation will get desperate for others and so we year. One was our strong standing in the ExxonMobil
will grow our vigil against counterfeiting while also ecosystem that enabled us to garner a deferred
maintaining our pricing discipline. payment entitlement for base stock. Such an exclusive
credit period is a testament of our reputation and
One would think that in a slow market it would not be
financial profile and aided in our liquidity efforts.
possible to raise prices. However, this is exactly what we
were able to do, increasing our lube oils prices by some The other major highlight was the Board granting
extent during the year to offset rising inflation-related approval for acquisition of a 50 bigha land parcel in
cost increases. Despite the price increase we remained Narayanganj, which is near the River Shitalakshya that
well settled in the market with no disruption to demand. has a draft of up to 7 metres. This multipurpose land
is strategically located and gives the company the
Revenue from our lube oil business expanded from BDT
flexibility to plan and prepare for its future growth plans.
67

817 crore in 2021-22 to BDT 906 crore in 2022-23,


Annual Report 2022-23

which to me is a high-quality accomplishment in light of The LPG businesses of MJL Bangladesh also performed
20% of demand vanishing from the market. well during the year, with the major highlight being
MJL Bangladesh PLC.

Omera Petroleum Ltd (OPL) becoming the number 1 cause temporary disruption, impacting mobility and
player in the market with a share of 20%. general life.

Such an achievement within a relatively short period


However, considering the company’s deep-rooted
since market entry is an acknowledgement of the
huge capabilities that the business has built, together strengths, we shall overcome any obstacles in our
68

with the farsightedness of the management. A crucial way in the pursuit of sustainable growth. Our solid
component of success for the company was its ability to management with years of experience across various
seamlessly procure LPG from the Middle East through
market cycles is definitely a huge competitive edge and
the Singapore-based group associate. In addition to
meeting its own requirements, the company also made positions the business well for the future.
sales of LPG to other players in the market in the face
Thank you.
of their shrunken ability to import. Likewise, Omera
Cylinders Ltd and Omera Gas One Ltd performed well
too considering the uptick in the LPG market.

Going forward, we are cautiously optimistic of the future Md. Zamiur Rahman
as the general elections slated in January 2024 might Head of Finance & Planning (Acting)
OUR
OPERATING SPACE

The years 2022 and 2023 witnessed a significant energy


price shock and an increase in food costs, resulting in a cost-
of-living crisis and enforcing suppressed economic growth.
Consequently, inflation reached unprecedented levels,
surpassing those observed over several decades.

Market overview

During the year 2022, commodity prices had begun to gradually increase
due to the economic recovery following the pandemic. However, there
was a significant increase in inflation on a global scale, triggered by the
invasion of Ukraine by Russia, an event that subsequently led to the
ongoing war. Inflation heightened in the year 2023 as the full impact of
the war played out.

At MJL Bangladesh, we possess a diverse portfolio that spans an


integrated value chain, hence enabling us to counter volatility better. Key takeaway
Further, the diversity of our businesses enhances our ability to withstand The global benchmark
fluctuations in demand and costs. oil price, Brent, averaged
The primary objective of our annual planning cycle and regular portfolio $101 per barrel in 2022,
evaluation is to ascertain the adequacy of our capital investment and the highest annual
operating expenses within the scenario of a volatile price environment. average price since
Additionally, our objective is to uphold a robust balance sheet in order to 2013. This represented
enhance our ability to bear adverse market conditions characterised by a 40%+ increase from
high costs and weak pricing power. the annual average of
$71/b recorded in the
A brief portrayal of the key trends in global crude oil and natural gas, prior year. High prices
two resources that exert an impact on our resource costs and business were mostly realised in
environment, are described below.
the first half of the year,
Trends in crude oil with demand recovering
as economies re-
Russia’s invasion of Ukraine triggered concerns about supply availability, opened and supply was
sending Brent to a high of $133/b on March 8, 2022. Prices stayed at an constrained by decisions
elevated level until the middle of the year, before declining as recession of major oil producing
concerns weighed on the market. countries (primarily
OPEC).
Brent averaged $80/b in December 2022, the same price as it was in the
69

fourth quarter of 2021. West Texas Intermediate (WTI), another major


Annual Report 2022-23

crude variety, traded at a sharper discount of around $6/b to Brent in


2022, compared to a discount of about $3/b in 2021. This was because
MJL Bangladesh PLC.

of rising demand for Brent as a replacement for Urals, Global oil production increased to 100 mb/d in 2022, up
which is the most common grade of Russian crude by 4.7 mb/d from 2021. Growth was largely led by the
exports. ramp-up of Saudi Arabian and US shale oil. Saudi Arabia
delivered an additional 1.4 mb/d compared with 2021,
In 2022, global oil demand rose by more than 2 mb/d to about half of the OPEC supply growth.
nearly 100 mb/d, approaching the pre-COVID level of
70

100.5 mb/d in 2019. Growth largely came from jet fuel Outside of the OPEC, the USA added 1.2 mb/d, providing
(ATF), supported by the rebound in air travel after the about 60% of the non-OPEC growth. During the third
pandemic. Growth in other product segments continued quarter of CY2022, there were concerns about whether
in 2022, albeit at a slower pace. OPEC would raise production in step with demand
recovery because a number of member countries were
Global diesel/gas oil growth eased from 1.5 mb/d in 2021 producing below quota. But the trend started shifting
to 0.66 mb/d in 2022 based on IEA estimates, reflecting from the fourth quarter of CY2022 onwards, with OPEC
weakening economic activities. Regionally, growth in November 2022 re-introducing production cuts of 2
largely came from non-OECD markets, particularly the mb/d in view of the potential surplus, should economic
Middle East and India. Chinese demand dropped by conditions worsen.
about 0.4 mb/d as lockdowns in the country affected
demand. It is to be seen what impact the faltering real A very recent development has been Israel declaring war
estate industry in the country has on global commodity on the Palestinian militant group Hamas after it carried
prices in the future. out an unprecedented attack on it from the Gaza strip.
This has triggered increase in oil prices over fears of a
Among the OECD markets, European growth was wider regional conflict that may envelop the petroleum-
particularly weak. While high gas prices resulted in a producing Gulf region and threaten global output. It is a
switch from gas to oil, this was largely offset by a weak wait-and-watch situation as of now.
petrochemical sector, which struggled with high energy
costs.

Trends in Natural Gas

The YoY downturn came after gas demand rebounded in 2021 from
the historically low levels during the pandemic. Europe’s gas market
experienced an unprecedented supply shock from the sharp reduction in
Russian pipeline gas imports. Already-elevated spot gas prices in Europe
rose further under the threat of Russian supply curtailments and the
uncertainty about the LNG market’s ability to make up for the imbalance. Key takeaway
This situation triggered demand cut in Europe’s industrial sector. It also Global demand for
caused a slowdown in LNG import purchases in China amid economic natural gas in 2022
weakness and COVID lockdowns. Emerging economies, such as Pakistan is estimated to have
and Bangladesh, struggled with the affordability of spot LNG. declined by 1.6%, as
compared to 2021.
The pricing environment was a catalyst for major demand destruction.
This was a result of
The residential and commercial consumer sector shed more than 15%
of demand YoY, assisted by mild temperatures. The industrial sector is
high and volatile prices
estimated to have lost more demand YoY than any period for over a and shorter supply,
decade. particularly in Europe
and emerging Asian
Europe remained the highest-priced global gas market for 2022 and countries such as India
attracted substantial volumes away from other markets, especially in and Bangladesh, which
Asia. Higher LNG exports into Europe, coupled with demand curtailment, led to reduced industrial,
made up for the lack of Russian pipeline imports, allowing for a commercial and
comfortable storage situation by the start of the northern hemisphere residential consumption.
winter.
Asian spot LNG prices, as reflected by the Japan biggest LNG importer back to Japan. South Korea and
Korea Marker (JKM), traded at a significant discount Japan continued to import LNG despite the high spot
to European prices for most of 2022, driven largely by prices because of JKM buyers’ high concentration
lower LNG imports into China.
of long-term LNG contract volume. Crude-oil-linked
By end-2022, China had imported about 15 million contracts were cheaper than JKM prices by an average
tonnes less LNG YoY, ceding the title of the world’s of 50% in 2022.

Our operating landscape and demand drivers

Levers of demand for MJL Bangladesh


Amid continued global economic and geopolitical uncertainty, we see both challenges and
opportunities. By considering our market context, we are better able to determine our material matters,
to understand the impact these have on our business model, and to develop and execute on our strategy
by leveraging our many institutional strengths and competitive advantages, including our scale, brand
presence, technical skills, market presence and financial standing. We are also able to better align our
priorities with those of our stakeholders as we strive to create shared value. Alongside, we present
some of the key levers of demand in our operating space.

Demand Triggers

Growing population Rising urbanisation Large, underserved Major switchover


with a larger share of driving mobility and population with demand from
young and working- movement significant under- NG (natural gas)
age population penetration in to LPG amongst
products and services manufacturing and
process industries

Possible NG subsidy Vibrant HoReCa Growing nuclear


withdrawal leading to (hotels, restaurants, households driving
near price parity with caterers) sector, giving demand for LPG
LPG impetus to bulk LPG
MJL Bangladesh PLC.

MATERIALITY
ASSESSMENT
72

MJL Bangladesh is committed to developing and maintaining quality


relationships with our stakeholders to create shared value for all in
the short, medium and long term. This is essential in our materiality
assessment process and subsequent value creation.

Our organizational strategy is centered on fostering stakeholder participation, liaison and engagement. Our
genuine, transparent and inclusive interactions with our primary objective is to satisfy the expectations of our
stakeholders. This approach allows us to gain a deeper current stakeholders while ensuring that the capacity of
understanding of their perspectives, leverage their future generations to meet their desires and necessities
valuable ideas, prioritize their needs, and effectively is not compromised.
resolve any grievances they may have. Additionally, it
Our stakeholders, their interests and their level of
enables us to identify possible areas of collaboration,
influence in our operations vary according to the nature
minimize risks to the organization, and foster a sense
of their association. The manner, level and extent of our
of mutual trust and respect. The aforementioned
engagements are driven by their influence, interests,
aspect plays a crucial role in the continuous day-to- expectations and concerns.
day superintendence of the business and is essential
for recognizing the substantial matters that may have A continuous level of engagement with our stakeholders
a considerable influence on our performance and long- enables us to uncover our material matters comprising
term sustainability. These matters are highlighted in the those factors that could substantially affect the delivery
materiality assessment chart given below. of our strategy, our profitability and our sustainability
and therefore influence our ability to create and sustain
The Investor Relations Department of the company, value. From time to time, we identify, assess and
under the supervisory guidance of our senior prioritize material matters as part of our work to support
management, assumes a significant role in facilitating the delivery of our purpose and strategy.

Materiality Assessment at MJL Bangladesh PLC.

Higher

Macroeconomic
Competition conditions
and Pricing
Impact Materiality

Greater ESG
Focus

Financial
Future-fit Resilience
Workforce Regulatory
Environment

Lower
Higher
Financial Materiality
Macroeconomic conditions the $, making imports more expensive on top of high
merchant charter rates.
MJL Bangladesh operates in a market with political and
We will navigate these headwinds through continued
policy stability. However, the company also relies on
implementation of initiatives in our businesses,
global markets for imports and any disruptions there
disciplined capital allocation, enhanced risk management
could impact its business in Bangladesh.
framework, and venturing into newer complementary
To some extent, global and regional macroeconomic businesses, which we believe can further strengthen our
volatility has increased due to the lasting effects of the long-term position and standing in the market.
pandemic and, majorly, the war in Ukraine, which has
Over the near to medium-term, we see unique
destabilized the global markets and disrupted supply
opportunity in Bangladesh to capture growth. This is
chains. European and American sanctions on Russia due
supported by structurally higher demand for branded
to it inciting an unprovoked war has cast a long shadow
lube oils not only due to progressive shift from cheap
on the world.
and spurious products, but also from existing market
One of the major effects of the war has been elevation players who find it challenging to supply products on a
in inflation, with central banks all over the world moving reliable basis. Thus, there is scope for enhancing organic
demand as well as demand capture from other players.
to hike policy rates to rein in the sharp increase in prices
and deflate inflation. This has helped subdue demand Our Mobil and Omera LPG brands provide the
but has also given rise to concerns about deflation. foundation for our strategic intent to provide cutting-
edge, performance-oriented solutions for Bangladesh’s
Furthermore, over recent times, oil prices have risen
progress.
again due to concerted action by the OPEC to adjust
demand through quotas amongst its members. In Going forward, the macroeconomic outlook in our
an environment of subdued growth, this can exert market is underpinned by strong economic growth and
a deleterious effect on countries dependent on oil an exciting demographic opportunity, which support
imports. Further, currency volatility has also been a major our compelling growth story. We will leverage our
characteristic of the economic landscape. In Bangladesh, leading position in both our lube oils and LPG business
the BDT has witnessed substantial devaluation against to enhance our return profile and create shared value.

» Exciting demographic opportunity with young, fast-growing


population as well as relatively low adoption of branded lubes
» Structurally higher demand for lube oils through switchover
demand amongst bulk consumers such as power plants

Opportunities » Proactive interventions to navigate near-term macroeconomic


pressures, ensuring we remain in a position of strength for
sustained long-term growth
» Continued investment in capacities to maintain the scale and
leadership advantage in both our businesses
» Strong balance sheet enables us the flexibility to invest in medium-
and long-term growth opportunities
73

Regulatory environment We monitor developments across both our businesses


to ensure response readiness. We maintain ongoing
Annual Report 2022-23

The regulatory environment in Bangladesh is varied and engagement with our regulators and other government
ever evolving with increasing compliance requirements. stakeholders, supported by our comprehensive
MJL Bangladesh PLC.

regulatory and stakeholder management policies and `The LPG sector on the other hand is a highly regulated
strict alignment to the laws of the land. one with regulations and sanctions on both input costs
and end product prices. This is because of LPG being
The regulatory environment is relatively varied in our deemed as an essential product.
lube oils and LPG businesses. The first is semi-regulated
In the past, the government encouraged the LPG
74

that has spawned a large market for spurious and tax-


market through subsidising the fuel for the consumer
evaded products. Customers are attracted to their low
and by giving other incentives. This was primarily to
price but later repent the damage caused by these to
shift demand away from natural gas that is increasingly
their equipment and machinery. Pricing is market-
becoming a scarce national resource. This has helped
driven, it being primarily anchored on the landed cost the demand for LPG explode, which has attracted more
of products. The market itself is highly competitive and players into the market and has triggered heightened
the customer price-sensitive, which puts the onus on competition. Yet, past trends have shown that only those
efficiency at the operator’s end for margins and market companies will survive that have scale, an integrated
share gains. operating model and the financial wherewithal.

» Mobil and Omera LPG are both leaders in their respective markets
and their experience and presence enable them to align to regulatory
standards and ensure they run an ethical and well-governed business
» The management engages in regulatory liaison on an ongoing basis
to put forth its views on the industry and explore solutions that create
Opportunities beneficial outcomes for all stakeholders
» We have a robust regulatory and compliance framework and
specialized teams that ensure we align to all regulations and with no
scope for deviations

Competition and pricing doorstep delivery that heightens the value perception
around our products and contributes to sales.
As mentioned earlier, both the lube oil and LPG markets
exhibit high degree of competition from entrenched We are competitive in terms of our pricing. While our
players, newcomers and the unorganized market. There pricing enables us to generate a profit and surplus
is immense competition for share of the customer’s essential for forward investment, we are also conscious
wallet. of market limits and hence engage in price adjustments
that enable us to recover costs and yet ensure
Both the lube oil and LPG customers show a similar affordability for our customers.
profile, them being price conscious and value-seekers.
Further, knowledge about the product is increasing too One of the key ways by which we defend our business
with the exposure to social media and digital reading. against competition is through our ability to provide
Hence, the customer is relatively well-informed that solutions to our clients. This ability originates from our
makes the selling process that much easier. strong technical skills and knowledge of all application
industries. Hence, we solve customer challenges
With affordability and value big pillars of sales, we through our solutions capabilities that is appreciated
offer promotions and incentivization schemes with a and respected by our customers. Further, our state-
view to not just attract customers but also retain them. of-the-art laboratory, R&D and testing infrastructure
Retention is important to preserve our existing market is a huge competitive edge that enables us to provide
share. Further, we also offer a number of other benefits, testing of lube oils with precise results on performance
such as distribution of gifts or sample products or and quality.
» We have built strong brands in the market that have a high and valued
recall
» We strive to manage pricing through the prism of value delivery,
ensuring that our customers get their money’s worth

Opportunities » We deflect competitive pressure through our commitment to authentic


products, customized solutions, prompt and reliable delivery, and
multi-channel availability
» We have undertaken a reasonable market segmentation with a focus
on regional and local sales

Greater ESG Focus performance, which encompasses its adherence to its


environmental, social and governance goals.
The increasing significance of environmental, social and
governance (ESG) factors in the strategies of investors, Climate-induced risks have an impact on various aspects
along with the improved uniformity of worldwide ESG of our operations, including manufacturing, product and
standards, is congealing ESG as a widely accepted service delivery, and revenue generation. The successful
business concept that has a profound impact on various implementation of our ESG programs is crucial for
aspects of a corporate, such as perception, reputation, ensuring the long-term sustainability of our business.
investment returns and strategy. This aligns with our strategic goal of contributing to
Bangladesh’s SDGs or sustainable development goals
The reputation and success of MJL Bangladesh and our commitment to creating shared value for all our
is becoming more closely associated with its ESG stakeholders.

» We have headroom to work on our ESG principles, most notably


technology governance
» We are doing the aforementioned activity through developing our
own data and recovery centre in Jashore, an area that is deemed
least vulnerable to earthquakes and other calamities. This will ensure
Opportunities sustainable business operations even amid unforeseen contingencies
» We are building on our employee value proposition through our focus
on learning and training, career progression and fostering an overall
meritocratic environment that is acclimatized to ESG principles

Future-fit workforce Investment in our human capital development is a further


lever in our competitive landscape. Skill-building and
Our people are at the heart of our business. They are learning are considered essential to creating a culture of
the ones who implement our strategy and growth
high performance and engagement. Every individual has
plans. Our people are also the face of the business, and
their own development plan, created by the team lead
75

a happy and engaged workforce enables a connected


and HR, in support of their long-term career growth.
customer experience. It is important for us to ensure that
Annual Report 2022-23

we employ and invest in people who share our brand These plans are reviewed on an ongoing basis to ensure
purpose, values and passion to help grow a future-fit they remain aligned to both personal and professional
and future-ready business. needs.
MJL Bangladesh PLC.

Our skill development programs focus on building proficiency and other soft skills, all of which are required
management, technical and leadership skills, functional to support the growing demands and expectations of
expertise, commercial competence, interpersonal our customers.
76

» We create employment opportunities, invest in our peoples’ training


and development, reward them for their work, and foster a culture of
diversity and inclusion
» We place ethics and values on the highest pedestal and ensure that
performance is achieved within the perimeter of our purpose and
Opportunities
values
» We create many reasons for our employees to build their long-term
career with us, which helps in our retention strategy and enables us to
retain our valuable intellectual capital

Financial resilience and expansion works at the LOBP and LPG operations
towards capacity and resilience enhancement. A
We are focused on fortifying our balance sheet that will stronger balance sheet provides flexibility, enabling us
enable us to meet our future capex needs. Further, a to deliver on our purpose, strategic intent and priorities.
strong balance sheet serves as a critical shock-absorber
in the current challenging macroeconomic environment We always make decisions from a long-term lens and
and provides the flexibility to pursue our strategic from the perspective of adding to shareholder value. In
priorities to drive growth and create shared value. this realm, we took two big initiatives of the year that
comprised acquisition of a strategic 50-bigha land parcel
Our ability to grow revenue and generate cash also in Narayanganj that can be potentially foundational for
supports our ability to invest. Our capital allocation our future business plans. The other was placing an
framework guides how we deploy our capital order with a reputed South Korean shipbuilding major
expenditure, balancing our investment in maintenance for a 115,000 DWT Aframax oil tanker vessel.

» We have a successful track record in scaling capital-intensive


businesses and in creating an integrated model that benefits from a
well-knit value chain
» Over the years, we have made judicious financial decisions anchored
on the long-term, which is vindicated in the fact that while we have
Opportunities standalone total assets of BDT 1,992 crore, total debt on our books is
only BDT 260 crore (as on 30 June 2023)
THE WAY OUR BUSINESS WORKS
A complex model made simple!
At MJL Bangladesh, we operate an integrated business model that is the source of value creation at our company.
Some of the key complementary strengths that support our value creation objectives include our strong credit rating
and financial standing, eminent reputation of our promoters, and our significant track record in Bangladeshi enterprise.
We present hereunder an info-graphical representation of our business model to show how our business works.

INPUTS BUSINESS
OUR RESOURCES OUR STRATEGY AND
AND RELATIONSHIPS FOCUS AREAS

Our Businesses
Strong balance sheet with
standalone total assets
of BDT 1,992 cr and total
Financial equity of BDT 1,308 cr as
Strength on end June 2023.

Lube oil manufacturing LPG bottling


Showpiece LOBP, together & lube oil trading
with other infrastructure, such
Physical as LPG storage, bottling and
Presence distribution.

173 members in the workforce with Cylinder Bulk LPG


strong performance and merit-based manufacturing
Valued career progression, and emphasis on
People learning and development.

Strong trust-based relationships with


Our Material
customers and focus on enhancing
Robust customer value propositions. Matters
Relationships
Sustain s
ity and

operat
ion

Pioneering lube oil blending


inclus
Divers

and LPG businesses, together


able
ion

with strong brand and


Intellectual
marketing activities.
Capital
t
ge e

an erna
en

Go
na lienc

d
m

v
e

Environmental consciousness
i

thi ce
k m res

not only in blending and


cs
n
Ris and
a

Eco- other activities, but in


Consciousness workplace initiatives too.
Products and
solutions
PURPOSE ACCOUNTABILITY IMPACT
OUR STAKEHOLDER OUR INTERNAL CONTROLS OUR VALUE
PROPOSITIONS AND SAFEGUARDS CREATION 2022-23

Customers Governance MJL Bangladesh PLC.


We place our customers at Strong governance for
the heart of everything we
do. Customised solutions
oversight of effectiveness,
adequacy and integrity
BDT 1,129 cr of total turnover
and integrity and ethics of internal controls, and
are the hallmarks of our effective risk management. BDT 386 cr of gross Profit
customer value.

BDT 316 cr of operating profit


Employees Accountability
We strive to make MJL the Board of Directors comprising BDT 270 cr of net profit
best place to work through eminent members with
competitive remuneration specialised knowledge and
and benefits, learning experience in a wide range 1 Woman Director
and training, and career of fields relevant to the
progression opportunities. Company.

Customers
Government Policies and processes
We meet government Long-term and day-to-day 3,500
mandate through delivering decisions guided by sound
essential products, through policies and processes. hese
employment creation, and also support enhancing
via exchequer contribution. rganisational conduct and Exchequer contribution
prevention of unlawful activities.
BDT 177 cr to
government exchequer

17 01

16 02
Partne al (19)
the Go

(7)
rship fo
Ju stitu

Poverty
sti
In
ce tion

No

(8)
& s (1
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r

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ace
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,

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on alt (1
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nd Li o od ll Be
(1 fe G We
2) &

14 Life B
04
elo lity )
Water w Qua tion (10
(10) SUSTAINABLE Educ
a
SDGs
DEVELOPMENT
We have a positive
GOALS
Climate Gender
13 Action (5) Equality (9)
05 impact on the SDGs,
ble
nsi )
Cle
a
& S n Wa
contributing to social and
spo (11 anit ter

n
Re tion
sum
p
atio
n (8
)
economic development
Co
12
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Cl erg
s ( bl

06
ea y
)
tie na

En

n (5
Ci stai
Su

uali educed

Eco wth (1
)

Gro
(10

Industry,
Innovation,
Infrastructure (8)

)
nom 2)
ties
R

ic

11 07
Ineq

10 08
09
MJL Bangladesh PLC.

ENTERPRISE
RISK MANAGEMENT
80

Risk management is critical to the successful achievement of


our strategic goals and enables us to respond effectively to
mitigate risks and maximize opportunities as these arise.

The enterprise risk strategy we employ is resilient and business and that the measures taken to mitigate risks
adaptable in light of the ongoing uncertainty within our are strong and effective.
larger operating environment. This concern is principally
The primary emphasis of our analysis revolves around
due to the prolonged effects of the pandemic, which
the residual or remaining risk, which encompasses
have been further compounded by uncertain economic
the probability of events transpiring, the potential
conditions resulting from the Russia-Ukraine war. Our
consequences in the case of their occurrence, and the
ability to adjust our responses in accordance to emerging
usefulness of our current measures and safeguards.
developments is ongoing, and we have successfully
incorporated a robust level of adaptability and resilience The Board and committees of MJL Bangladesh are
into our risk profile. responsible for supervising an integrated enterprise-
wide risk management process by regularly engaging
Our top risks
with the management across a broad range of
Our organization adopts a comprehensive strategy operations to ensure the efficiency of risk management.
to managing risks across all levels and functions. This
Overview, 2022-23
statement outlines the procedures and methodologies
employed within MJL Bangladesh to actively recognize The primary focal points that were of immediate concern
and manage potential risks and opportunities that have throughout the reporting period were the management
an effect on both our strategic and operational goals. of foreign exchange and import risks, as well as the
prevailing demand conditions. The risks were effectively
Risk management is considered a fundamental
mitigated through prompt and cautious initiatives and a
competency that is integrated into our organization’s
proactive approach.
operations. It is achieved by fostering a risk culture
that is supported by both top-down and bottom-up A description of the top strategic risks we continue
approaches. Our aim is to ensure that risk management to face and what we do to manage them is given
practices are comprehensive, aligned to the scale of our hereunder.

Forex risk

The threat of financial impact from swings in currency rates is referred to as foreign exchange risk, or exchange rate
risk. Put more simply, foreign exchange risk is the chance that fluctuations in currency exchange rates will have an
effect on the financial performance of a business.

Key mitigants at MJL Bangladesh

Negotiation capability with banking Strategic pass-over of costs to the Natural hedge in terms of
consortium market $-denominated oil tanker income
Liquidity risk

Liquidity is a company’s ability to meet its cash and collateral obligations. An inability to do the same could threaten its
financial position or existence.

Key mitigants at MJL Bangladesh

Financial ability to create Prudent management of Strong capital planning


buffer liquidity day-to-day liquidity capability that supports
our future capex plans

Unutilized working capital Sound surplus liquidity


limits from banks an added management ability to
source of comfort create additional income

Business sustainability » Strong integration within these that serve our


diversification agenda
This refers to a company’s ability to stay relevant in
» Diversification has enabled revenue augmentation
the market with respect to its products and services.
and de-risking across commodity and market cycles
It also refers to the company’s adaptive capacity in an
environment of constant change. » Fortification of the oil tanker business under MJL
Bangladesh through placing order for a new
Key mitigants at MJL Bangladesh 115,000 DWT Aframax tanker that will be inducted
in the first quarter of calendar year 2026
» Ongoing assessments of our strategies, plans,
models and forecasting » Acquired a strategic land plot of 50 bighas in
Narayanganj that sets the foundation for any future
» Business flexibility to adapt to the impact under
ventures
changing operating conditions
» In-depth business planning that drives our forward Inflation
initiatives and actions
High increase in commodity costs due by inflation may
» Well-defined corporate governance structures, render a business uncompetitive if it is not able to absorb
systems and procedures that safeguards the costs or pass on increases to the market. Inflation is a
business against regulatory risks
threat particularly for a commoditized business.
» Well-established and proven long-term financial
and capital planning capabilities Key mitigants at MJL Bangladesh
» Active cost and liquidity management to ensure » Lube oils are sold under Mobil have tremendous
enterprise agility in an inflationary environment brand value, recall and pricing power
» LPG sold under our Omera brand enables us to
Diversification counter pressure generally witnessed by commodity
It is a growing concern among companies to not depend LPG operators or those that have sub-scale brands
on only a sole product or service but to have diversified » Strong ability to calibrate prices across our pricing
operations. This could offer protection against a scale
downturn or amid rapid disruptions.
81

» Focusing on internal efficiency measures to cut


costs and drive efficiencies
Key mitigants at MJL Bangladesh
Annual Report 2022-23

» Effective negotiation with suppliers, long-term


» Well-diversified and robust operations – lube oil, oil
contracts and bulk purchases
tanker and LPG businesses
MJL Bangladesh PLC.

Demand Cost risk

This is a key proponent of the marketing and sales Managing cost is a vital part of any business. An inherent
function where it is critical to foster and generate high-cost structure or high costs influenced by external
demand, especially during general market periods of factors can push down the profitability level of a business
82

troughs or slowdown in consumption. and impact its investments and growth.

Key mitigants at MJL Bangladesh Key mitigants at MJL Bangladesh


» Natural, sustainable demand trends due to criticality » Inflation-driven increase in input commodity prices
of products in key sectors of the economy passed on strategically to the market, ensuring no
stretching of demand
» Continued focus on further demand stimulation
through enhancing our value propositions » Strong process and value reengineering ability to
optimize costs
» Many dealer incentive schemes in place to support
demand » Robust market forecasting for preemptive action;
for instance, inventory stocking if we perceive prices
» Regular engagement with customers, mechanics
will increase in the near term
and dealers on product awareness
» Ongoing negotiations with suppliers
» Lube oil seminars conducted on an ongoing basis
to showcase product attributes and how they could » Ability to pass on costs to the market that protect
solve customer challenges our future viability

Personnel

People and their skills are a central part of any business. An inability to train people or attract and retain key people
may enforce growth challenges.

Key mitigants at MJL Bangladesh

Ability to retain our key Specialist workforce with strong Career progression and learning
employees despite competition base of technical skills and and training opportunities
for talent intellectual capital

Focus on occupational health Robust employee value Performance-oriented, work-


and safety and employee well- propositions facilitating quality focused and bias-free work
being manpower intake and retention environment
INTEGRATED
REPORT
MJL Bangladesh PLC.
84

HUMAN
CAPITAL
Our People – Our biggest asset

The core value of our organization is centered around prioritizing the expectations
and needs of our employees. We strive to cultivate a stimulating atmosphere that
acknowledges and appreciates the contributions of our staff members, while also
ensuring that they are treated with dignity and understanding. The strength of
our workforce lies in its diversity and inclusivity, which facilitates innovation, the
establishment of new standards, and sustainable high performance.

What is our Human Capital

Our employees are our Human Capital. Most of them are professionally qualified and contribute
a wealth of intellectual capital to our technical expertise and are integral to our competitive
differentiation of providing cutting-edge solutions to our clients. We invest Financial Capital in
building our Human and Intellectual Capital to attract and retain these high-caliber employees. They
are passionate and committed to quality and excellence, which is key to creating and maintaining
confidence in our value proposition.

Why is this capital important

We are a people-centric business and our employees are our ambassadors who are instrumental in
delivering superior customer service. We continue to innovate and identify talented individuals and
potential leaders.
Bound by Ethics, Driven by Performance

At MJL Bangladesh, we are unique as we are a team of functions, and strives to create a value-based high
domain specialists working under the common goal of performance and growth culture where employees are
sustainable value creation. rewarded not only for their performance, but also for
living the values of our organization.
What brings us together is our values and strong ethics
framework, which is our guiding principle. Our group Our leadership and management engage with
is represented by a diverse set of people, with each all colleagues across our offices through regular
team bringing their own unique ideas, perspectives communication, formal discussions, engagement
and skills that align well with our overarching culture of sessions and informal meetings, thus creating a
decentralization and empowerment.
personalized connect which further helps in fostering
Our Human Resources (HR) framework facilitates hiring our specific ways of working and belief systems, while
the best talent, supports the new recruit’s transition actively listening to our colleagues to strengthen the
within the organization across business verticals and overall fabric of the Company.

Key Employee Value Propositions (EVPs)

Modern Workplace Health and Safety


Environment

MJL
Employee Value
Bias-free Learning and
Workplace
Propositions Training

Mentoring and Meritocracy and


Counselling Career Acceleration

Diversity, Equity and Inclusion (DEI) employees on any grounds. This is enshrined in our
Code of Conduct.
Our DEI focus is integral to our growth and powers
innovation, variety of ideas, and a truly vibrant MJL Bangladesh is an equal opportunity employer. We
workplace. We strive to be the place where the best believe in compensating our talent in line with the roles
talent works. We are proud to foster a diverse and they perform and the responsibilities they undertake.
inclusive working environment, with the focus being These are linked to qualifications and local market
on making each individual successful in their respective competitiveness.
roles and a place where each individual’s success
Creating a Learning Culture - Our Key Pillar of
85

is celebrated and failures are thought of learning


Growth
experiences and stepping stones for onward success.
Annual Report 2022-23

We take pride in what we have built and we safeguard Learning agility is integral to our business and people
against any bias towards employees or prospective strategy. We at MJL Bangladesh hire for attitude and
MJL Bangladesh PLC.

train for skills, and our entrepreneurial drive allows each team meetings have found to accelerate the path to
employee to take charge of their learning and career productivity for new employees and facilitate them to
growth through regular conversations with managers improve their learning curve. To share best practices
and the HR Team. We are focused on developing in a team meeting, these online learning tools have
leaders by equipping employees with the right tools and been operated which are an effective way for teams to
86

opportunities to upskill themselves. continue to level up, share knowledge, and reinforce a
culture of constant learning.
Our learning focus and engagement helps our
employees and managers to prepare themselves for Inside training with internal talent pool
the future and creates a positive impact on our business
and customers. Our learning and development efforts This training program involves cultivating an internal
are aligned to our business strategy and the outcome is talent pool database where employees with specialized
measured through key performance indicators or KPIs. skills and competencies in specific arenas are identified
and selected as in-house trainers. Employees have the
Key Initiatives in Learning and Skilling opportunity to collaborate with co-workers and develop
Learning and development (L&D) is the practice of stronger relationships with other team members
providing employees with the opportunity to acquire through knowledge-sharing and collaborative growth.
knowledge and develop new skills in the workplace. The aim of this program is to develop team-building
As the world is constantly changing and posing new opportunities through the exchange of knowledge, skills
challenges for the workforce, we believe that more and experiences within the organization.
mature hybrid training solutions should be developed to
Feedback and evaluation
keep up with the trends.
The effectiveness of our training programs and the
To foster a connection between the workforce and
degree of success achieved are evaluated by adopting
a strong learning culture, we at the HR Team are
continually conducting various initiatives for advancing a few steps, including employee assessment, program
our employees’ skills, helping them discover their talents assessment, and employees’ and supervisors’ feedback.
and enhancing their leadership competencies. In addition These help create a constant loop of training and
to our regular L&D activities, some new initiatives have feedback that hones both these mechanisms for a more
also been developed to enhance employee engagement productive and focused workforce.
and productivity, while also boosting employee morale.
Upskilling and reskilling employees
These include the following:
Given the ever-changing demands of the modern
On-the-job training
workforce, it is anticipated that upskilling and reskilling
On-the-job training is an ongoing program provided will remain a priority for organizations across the board.
by the supervisors to coach employees who need to Like other progressive industry leaders, we also believe
improve their knowledge and competence in specific that upskilling, reskilling and even right-skilling L&D
areas. Performance evaluations are conducted to programs should be our priority as employees will need
determine the employees’ level of improvement. to learn new skills, take on new roles and update their
competencies to be more competitive, thus helping
Mentoring programs develop a workforce for the future.
This program helps new employees learn more quickly
Employee Motivation, Safety, Career Growth
about our organization and how to meet the expectations
and Retention
of their job requirements. With existing employees, it
helps them grow and develop their capacity to take on Ensuring employee motivation, safety, career growth and
newer challenges. retention is essential for the success and sustainability
of any organization. Various initiatives have been
Online training and team discussions
implemented to address these aspects of employee
Utilizing a mix of compact and relevant online training satisfaction and well-being at the Company. Some of
information along with follow-up discussions in the key initiatives in this regard include:
Motivation: emergencies, including fire drills and evacuation
procedures.
» Recognition and Rewards: We have implemented an
employee recognition program that acknowledges Career Growth:
outstanding performance through awards, bonuses
or praise. » Mentorship and Coaching: We offer mentorship
programs and coaching to help employees navigate
» Professional Development: We encourage their career paths and make better decisions.
employees to participate in training and development
» Promotion from Within: We prioritize internal
programs to enhance their skills and stay engaged.
promotions and career advancement opportunities
» Regular Feedback: We have established a feedback for our existing employees.
culture with regular performance evaluation and
» Training and Skills-building: We invest in training and
constructive feedback sessions to help employees in
skill-building programs to help employees acquire
their professional careers.
new skills and ensure they advance in their careers.
» Subsidized Food: The launch of Café 8, a subsidized
lunch facility for the employees of MJL Bangladesh Retention Strategy:
and other subsidiary occupants at Mobil House in » Succession Planning: Succession planning is the
Dhaka is a state-of-the-art cafeteria that serves high process of selecting and developing key talent
quality and nutritious food. to ensure continuity of critical roles. Succession
planning recognizes that some jobs are the lifeblood
Safety: of the organization and too critical to be left vacant
» Health and Safety Training: We conduct regular or filled by any but the best qualified persons. Based
safety training sessions to educate employees on on the business contribution and position criticality,
safety protocols and procedures. we have formulated double-tier succession planning
to identify and groom employees so that senior
» Workplace Ergonomics: We ensure that workstations roles are always occupied by people who are well
are ergonomically designed to reduce the risk of prepared and ready for the job and responsibility.
workplace injuries.
» Competitive Compensation: We ensure that
» Emergency Response Plans: We have developed employee salaries and benefits are competitive
and disseminated clear plans for responding to within the industry.

87
Annual Report 2022-23
MJL Bangladesh PLC.
88

FINANCIAL
CAPITAL
Strong Balance Sheet – Excellent Market Standing

Financial Capital is used as a part of our daily business operations to ensure we


achieve the organization’s strategic objectives. When using our capital resources,
we engage with stakeholders that will be impacted, consider our material
matters, and balance the capital trade-offs with other capitals that are impacted.
This process culminates in sustainable value creation and value preservation, as
depicted in the fact of steady dividend disbursement by the company over the
last five years.

What is our Financial Capital

Our Financial Capital includes cash, investments, debt and equity resources. We use a combination
of these financial resources in our business operations to ensure financial sustainability and value
creation. A notable part of our Financial Capital is the judicious utilization of capital and liquidity, not
only with a view to meet our day-to-day operations as working capital, but also to ensure sufficient
resources for any future investment.

Why is this capital important

We use cash generated by our business activities as well as funding, both debt and equity, to finance
business growth and through strategic investments to support the organization’s short, medium
and long-term sustainability targets and growth agendas. We provide our shareholders with a
return on their investment through dividend payments.

19,924 13,082
Total Standalone Assets (BDT mn) Total Standalone Equity (BDT mn)
Well-Weighed Decisions, Sound Outcomes

At MJL Bangladesh, our financial philosophy is anchored In this respect, our ability to pre-stock imported products,
on conservatism. We remain opportunistic, yet weigh our robust financial standing, and our strong relationships
our decisions from the prism of caution and long-term with our banking consortium comprising both local and
approach. We have a prudent capital management foreign banks bolstered our ability to import base oils and
policy and look to make investments in our businesses
other resources for our lube oil blending operations as
to generate returns that outweigh our cost of debt
well as import finished products that complemented our
and equity. This is the basis of value creation for our
overall portfolio.
shareholders and other stakeholders.

Year overview For our LPG operations, we imported LPG from the
Middle East and other countries through our Singapore-
During the year in the report, that is 2022-23, we focused based group company. Singapore is a global financial
on defending our financial planning against forex volatility
and logistics hub, and routing shipments through our
and liquidity risks. The US dollar scarcity in the market,
Singapore-domiciled entity enabled us to circumvent the
triggered by the significant erosion in the value of the
import challenges prevalent in Bangladesh. This helped
Bangladeshi Taka, and curbs placed by the government
on imports to preserve foreign reserves, led to challenges solve a key challenge. Further, this business also earned
for importers. This was more acute as banks were a fee for bringing contracted international LPG cargo
generally restricted from opening LCs (Letters of Credit) for other operators in Bangladesh. This helped boost
that further impeded cross-border transactions. revenues of the LPG operations.

Key highlights of the year


» Planned for US$ 75 mn investment for commissioning the building of a new Aframax tanker of 115,000 DWT
capacity, placing the order successfully with a reputed Korean shipbuilding company.
» Successfully closed a land acquisition deal in Narayanganj strategically located near the Shitalakshya River,
comprising around BDT 95 crore. The acquisition is opportunistic and the Board will evaluate land utilization
opportunities to ensure the best possible outcome.
» Finance also focused during the year on liquidity management and ensured sufficient liquidity buffers for smooth
day-to-day operations. In addition to internal cash generation, we also relied on external borrowings, albeit to a
lower extent. We have unutilized working capital credit borrowings that helps build comfort in the system.
» Cost control was a major area of focus and we tried to seek every potential opportunity to optimize costs and lower
our overall expense base.
» Tax and other regulatory compliance remained high on the agenda too during the year and we ensured all statutory
obligations being met in full and on time.

For more information, pls refer to the “Performance Overview by our Head of Finance”
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MJL Bangladesh PLC.
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MANUFACTURING
CAPITAL
Integrated Operations, Sustainable Value Capture

Led by our manufacturing and production assets, our operations are predicated
on the principle of optimizing integration and cost efficiency to generate value
and enhance resilience for us to ensure seamless production and market
dispatches. Moreover, the allocation of resources towards strategic assets, such
as Narayanganj land parcel purchase and order placement for a new Aframax oil
tanker, plays a crucial role in fostering a forward-thinking mentality that supports
our future growth expectations.

What is our manufacturing Capital

Our manufacturing Capital includes our fixed assets that comprise our LOBP and LPG bottling and
distribution infrastructure. We utilize our world-class assets for production of lube oils and bottling
of LPG to be able to meet the expectations of our customers in terms of product quality and supply
dependability. Our manufacturing Capital is also represented by our modern head office building in
Dhaka, “Mobil House”, as well as our other regional offices located in the country.

Why is this capital important

Our manufacturing and bottling assets enable us to meet market demand for our products, which
is the basis of our being in business. Further, products produced competitively enable us to retain
and grow our customer base, while value captured in the manufacturing process enables us to meet
financial resource requirements for growth-oriented investment.

150 10,050 900,000


Total lube oil blending Total LPG storage Total cylinder manufacturing
capacity (KBL) capacity (MT) capacity (Pcs)
Cultivating Quality, Harvesting Excellence

LOBP – The heartbeat of our operations First, the company was able to offset any disruption
or bottlenecks in imported products through advance
Central to our lubrication operations lies our integrated procurement of base oils. This enables a major
lube oil blending facility (LOBP), strategically situated in advantage ensuring seamless end product supplies to
Patenga near Chattogram. the market. Second, the company ensured compliance
The LOBP, constructed in accordance to the highest to all regulations around safety and health. By fulfilling
engineering standards, enables the integration of a our economic and social responsibility as a vital service
diverse range of Mobil and Omera lubricants that cater provider, we concurrently established customer
to both the industrial and non-industrial (retail) sectors of confidence through the assurance of a consistent supply.
the market. The utilization of automation and advanced
The other major highlight of the year was putting in
process controls facilitates the manufacture of lubricating
place our processes at the LOBP to manufacture two
oils that adhere to rigorous performance criteria and
new products. These critical lube oils have bulk demand
instill confidence in our customers.
amongst diesel marine power plants, automotive
The strategic and highly beneficial location of our LOBP segment and regularization of supplies of these products
can be attributed to the presence of the Chattogram port, to the market enabled us to sustain our capacity utilization
which facilitates the import of base oil from ExxonMobil levels at the LOBP.
Asia Pacific Pte Ltd. Additionally, the central location
Furthermore, considering the demand trends in the
of the facility contributes to the distribution of finished
market, we ensured a healthy mix of our own blending
goods throughout the country in an efficient and cost-
and imported products, therefore ensuring the right
competitive manner.
balance in maintaining production planning as well as
Just like our lubricant operations, our LPG business, serving the market with relevant products.
which operates through subsidiary/step-down
subsidiary companies, is characterized by a high level Our Contemporary Office Skyscraper
of integration. This integration encompasses both
MJL Bangladesh completed full relocation to its central
cylinder manufacturing and LP gas bottling, which are
office “Mobil House”, a building it owns that has achieved
carried out in contemporary manufacturing settings that
LEED Platinum certification by the Green Building Council
prioritize worker health and safety and mitigate potential
(GBC). This building is situated in the central business hub
threats. The integration of activities contributes to the
of Dhaka.
preservation of value and reduces reliance on external
suppliers for critical inputs. The office tower is equipped with advanced features
and modern amenities. These facilities, along with
Significant events of the Year
environmentally friendly designs, have played a significant
The seamless and uninterrupted functioning of LOBP role in the building’s attainment of the highest Platinum
operations emerged as a significant area of emphasis certification awarded by LEED. The building consists of
throughout the disruptions caused by the supply chain 15 floors with an additional 4 basements and a helipad. In
dislocations due to the war in Europe. Our efforts to addition, intelligent workspaces are designed to stimulate
address this challenge were executed through two the integration of comfort, creativity, productivity and
overarching approaches. efficiency.
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INTELLECTUAL
CAPITAL
Our Knowledge and Knowhow – Our Unique Differentiators

Offering our customers a superior, premium and high-performance product


is at the heart of our Intellectual Capital. This is bolstered in a significant way
by our robust marketing and brand reinforcement programs that we organize
on a regular basis. Furthermore, our technology and systems enable seamless
operations.

What is our Intellectual Capital

Our Intellectual Capital is our knowledge and know-how, it is our skills and competencies
and relationships with our customers. It is also our ability to engage with our large distribution
ecosystem that is typically small-scale enterprises and mechanic shops that are located around the
country. Key focus areas in this capital include deployment of appropriate and effective processes
and technologies, data-driven insights, the right marketing and engagement approaches, and
applied corporate governance. Our systems, processes and employee development plan all focus
on delivering value and successful outcomes. This is measured by our financial progression, market
competitiveness, customer acquisition, and market share gains.

Why is this capital important

As a leading new energy company, our Intellectual Capital, particularly through our key pillars of
manufacturing and marketing excellence is what enables the delivery of our strategy. Structural
and operational support, at brand and site (customer premises) level as well as centrally, enables
effective and efficient development and refinement of the Intellectual Capital capability of the
company. Cooperation between divisions is a differentiator that supports data-driven and research-
led improvements.
Heightened Engagement, Deepened Trust

Our brand and marketing activities singles and doubles- while Pakistan, Cambodia, and
Laos played in the Boy’s events only.
Mobil Sponsored the 2023 ITF Asia 14/U
Development Championships - Organized by Bangladesh Tennis Federation president and State
Bangladesh Tennis Federation
Minister of Shipping Khalid Mahmud Chowdhury, MP
The International Tennis Federation (ITF) Asia Under-14 inaugurated the tournament as the Chief Guest.
Development Championship held on Sunday, January
MJL Bangladesh PLC.’s Managing Director, Mr. Azam
8, 2023 at the Sheikh Jamal National Tennis Complex
J Chowdhury was also present as Special Guest.
in Ramna. A total of 34 players from 10 countries took
part in the competition. Including the host country State Minister of Youth and Sports, Mr. Md. Zahid

Bangladesh, players from Bhutan, Chinese Taipei, Ahsan Russel, MP distributed the prizes among the
Myanmar, Mongolia, Nepal, and Maldives fought it out participants and winners at the prize giving ceremony
in all four events-Boy’s singles and doubles and Girl’s as the Chief Guest.

Glimpses of the 2023 ITF Asia 14U Development Championships sponsored by MJL Bangladesh PLC.

Regional Partners Meet: Dhaka Throughout the meet, our wholesalers were impressed

by the level of professionalism and dedication of


The company held a successful Regional Partners Meet
for the Greater Dhaka Region. Wholesalers were greeted the MJL Bangladesh team. The CEO’s presentation

with warm hospitality, with red roses being handed provided valuable insights and gave wholesalers a clear
out to each attendee. The CEO, M. Mukul Hossain, understanding of the company’s plans for the future.
gave a comprehensive presentation that showcased
The interactive session allowed them to share their ideas
the company’s plans and how both parties could work
and suggestions, making the event truly collaborative,
together to grow their business. The session was lively
and interactive, with wholesalers contributing with their productive and beneficial for all.
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ideas and suggestions. The event ended on a high note


Overall, the Regional Partners Meet further strengthened
with a gala lunch, where they were presented with a
Annual Report 2022-23

gift hamper as a token of our appreciation for their the partnership between the company and its wholesalers

partnership with the company. and paved the way for a bright future for both parties.
MJL Bangladesh PLC.
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Glimpses of Regional Partners Meet in Dhaka

Industrial Seminar
As the leader in lubricant industry of Bangladesh, the company invests heavily in improving the technical capabilities
of its customers. Recently, four seminars were held for engineers and senior-level officials from 80 different industries.
Attendees learned about the exceptional performance and cost-effectiveness of Mobil synthetic products and how
they could benefit from their machinery’s TCO at these sessions.

Mr. M Mukul Hossain, CEO, is seen delivering a valuable Mr. M Mukul Hossain, CEO, and Md. Shahin Alom, Sr. GM
speech before the audience in an IL seminar held at are seen with the audience
Moulovibazar
Md. Shahin Alam, Sr. GM, Sheikh Ashiqur Rahman, A keen participant is seen asking question to the keynote
AGM, and Mr. Mahboob Hasan, Manager are seen speaker.
handing over souvenirs to a participant

Road Show
MJL Bangladesh arranged several roadshow programs across the country to raise awareness amongst retailers, LCC
mechanics and technicians about the importance of proper lubrication. The programs were interactive, allowing
participants to engage with the resource person from the company who delivered technical presentations and
discussed how Mobil products could cater to their unique needs better than the other products.

The road shows emphasized the benefits of high-quality Mobil lubricants with a security seal, such as improved engine
performance, extended equipment life, smooth driving experience, and reduced maintenance costs. Overall, the
roadshow programs were a huge success and helped spread awareness about the importance of proper lubrication
and the advantages of using Mobil products.

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Snapshots of various roadshow programs

Participation in Suzuki Free Service Clinic 2022


Suzuki is a renowned FCD in the country and Uttara Motors Limited is the sole distributor of Suzuki passenger
vehicles in Bangladesh. The company arranged a nationwide free service clinic. About 500 cars were serviced during
the program. Experts from MJL Bangladesh participated in the event. They enriched Suzuki car owners by sharing
technical aspects of engine oil, how to choose the right oil for their vehicles, tips for getting better performance and
mileage out of the vehicle, etc.
Mr. Ahamed Sheepar Khan Chowdhury, AGM -S&M of Mr. Jewel Hasan, Executive-S&M of MJLBPLC is seen
MJLBPLC is seen handing over a souvenir to one of the handing over a souvenir to one of the participants at
participants at Khulna Rajshahi

Mr. Kazi Iftekhar Rahman, Executive-S&M of MJLBPLC A UML mechanic is seen filling a Suzuki vehicle with Mobil
is seen handing over a souvenir to one of the participants Super 1000 at the Suzuki Free Service Clinic
at Chattogram

Participation at US Trade Show 2022


MJL Bangladesh participated in the US-originated brand’s biggest show, the US Trade Show in October 2022. The
company’s premium pavilion was a huge hit among visitors, attracting large crowds of technical knowledge-seekers
and enthusiasts.

Throughout the show, the company’s experts were available to provide technical presentations and answer queries
from attendees, highlighting the benefits of using high-quality lubricants. The trade show provided a valuable platform
for the company to reach out to a wider audience and showcase its commitment to providing top-quality lubricants
and services. Overall, the company’s participation in the trade show was a resounding success, solidifying its position
as the leading provider of lubrication solutions in the country.
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Annual Report 2022-23

Mobil premium stall along with MJLBPLC officials are seen at the US Trade Show 2022
MJL Bangladesh PLC.

Participation at the Bangladesh International


Automobiles Expo 2022 – Bogura

MJL Bangladesh participated in the Bangladesh International Automobiles Expo 2022 held in Bogura. The expo
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provided a platform for the company to showcase its latest offerings and engage with potential customers, while also
gaining valuable insights into the latest market trends and customer preferences.

The company’s participation in the event underlines its commitment to delivering innovative and high-quality products
to the Bangladeshi market.

Customer interactions at the Bangladesh International Mr. Amin-Ur-Rashid HOM of MJLBPLC are seen handing
Automobiles Expo 2022 over Mobil lubricant to a customer at the expo

LCC Mechanics Awareness Program 2022: Activation


Workshop mechanics are critical partners in the customer’s lube oil selection process and play a crucial role. We strive
to enhance the skills of Lube Change Center (LCC) mechanics by offering technical support, training and guidance.
Over time, the LCC Mechanics Awareness Program has emerged as one of the most successful initiatives in the lube
industry of Bangladesh.

Mr. Amin-Ur-Rashid, HOM, Mr. Fazley Lohany, Deputy Manager, and Mr. Rafaat Shaeer, Executive- S&M of MJLBPLC are
seen activating the LCC Mechanics Awareness Program 2022
Introduction to Health Care Services for Wholesalers
MJL Bangladesh partnered with Zaynax Health to offer top-notch healthcare services to its wholesalers. This
collaboration will provide wholesalers with access to a wide range of medical services, including 24-hour doctors’
telemedicine support, preventive care, discounted diagnostic tests, OPD coverage, hospitalization coverage for
various diseases, and life insurance coverage.

This initiative of the company will offer wholesalers peace-of-mind and the assurance of receiving high-quality
healthcare services. The company is taking another important step towards improving the lives of its wholesalers and
ensuring that their overall well-being is taken care of.

Mr. M. Mukul Hossain, CEO, Mr. Shahin Alom, Senior GM- S&M, Mr. Mohasin Ali Mondal, HONS- Automotive Lubricant,
Mr. Amin-Ur-Rashid, HOM of MJLBPLC are seen handling over partner health cards to the respected wholesalers

Customer/Lube Clinic Programs


The company regularly arranges technical clinics amongst different industrial customers. These clinics aim to educate
customers on the fundamentals of lubricating oils, including engine oil, gear oil, ATF, grease and hydraulic oil and their
critical functions. The clinics covered the benefits of using synthetic oils and introduced the concept of Looble and
Lube oil analysis/Signum. A Q&A session was also held, allowing customers to clarify their doubts and gain a deeper
understanding of the subject.

The technical clinics were well received by industrial customers who appreciated the opportunity to learn about the
latest developments in lubrication technology and improve their knowledge of the subject. The clinics are a testament
to the commitment of the company to provide comprehensive support and solutions to its customers.

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Mr. Zahidul Islam, Manager, Eng. Mr. Mahboob Hasan, Manager, S&M of MJLBPLC are seen discussing the various
Annual Report 2022-23

benefits of using Mobil lubricants at a customer clinic held at Tusuka Processing Ltd.
MJL Bangladesh PLC.
100

Mr. Abu Salek, Deputy Manager & Lube Engineer, and Mr. Jubayer Hossain, Sales Engineer are seen in at customer
clinic program at Bengal Group.

New Product Added to Mobil Portfolio


MJL Bangladesh launched “Mobil Coolant Extra Ready Mixed -24°C” in Bangladesh,
a new product in the market to tackle extreme weather conditions and enhance
rust protection. This hybrid coolant is designed to protect engines from rust and
corrosion, even in the harshest weather conditions.

With its effective anti-rust properties and ready-mixed formula, the product provides
customers with reliable protection for their vehicles. The freezing point of -24°C
ensures engine protection even in extreme cold conditions, while the IAT and OAT
formulations provide added protection to iron and aluminum surfaces from rust and
corrosion.

The convenience of the ready-mixed formula and its effectiveness in providing three
years of protection make Mobil Coolant Extra a top choice for vehicle owners in
Bangladesh.

Agreement Signing Ceremonies

Mr. M Mukul Hossain, CEO along with other senior officials of MJLBPLC are seen handing over the agreement papers
to the officials of Pickaboo and eCourier

MJL Bangladesh signed a new agreement with pickaboo.com to sell its popular Mobil line of products on the online
platform. This partnership is a win-win for both companies and a tremendous opportunity for customers to easily
access the trusted Mobil engine oils they need for their vehicles.
The company also signed a partnership agreement with eCourier to handle its outer-Dhaka deliveries. This collaboration
is aimed at providing fast and efficient delivery services to customers located outside the city. The partnership is a step
forward in the company’s goal of providing a seamless shopping experience to customers, no matter where they are
located.

The partnership between the company and eCourier is expected to bring new levels of convenience and satisfaction
to Mobil customers residing outside of Dhaka city.

Retailers’ Sales Promotion Program, 2023


The company’s Retailers’ Sales Promotion Program is a bid to stimulate secondary sales by setting specific targets
for each retailer. The program includes gift incentives, POSM activations and rewards for target achievers. It fosters a
competitive sales culture, strengthening the company’s relationship with retailers and driving sustainable growth in
the retail industry.

Mr. Aminur Rashid, HOM and Mr. Hasan Uddin, Senior Mr. Wahiduzzaman, AGM, Mr. Mosfequn Kaisar, Deputy
Manager, S&M of MJLBPLC are seen activating RSPP’23 Manager, S&M of MJLBPLC are seen activating RSPP’23

Customer Meet Programs


MJL Bangladesh organized several customers meet events targeting mechanics, fleet owners, retailers and corporate
clients. The event showcased the capability and performance of the Mobil CVL product portfolio and highlighted the
usage benefits of the products for local fleets. It fostered consumer interactions and provided valuable information
to stakeholders. The focus products were Mobil Delvac Super 1400 and Delvac MX. The event aimed to strengthen
relationships and create awareness of the company’s offerings among the target audience.

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Mr. Ahosan Habib, Asst. Manager, S&M of MJLBPLC is seen handing over a souvenir to a winner of an interactive quiz
MJL Bangladesh PLC.

Seminar for Future Leaders


MJL Bangladesh organized two programs for future leaders at Ahsanullah University of Science and Technology (AUST)
and BGMEA University of Fashion and Technology (BUFT). The programs titled “The Science Behind Lubricating Oils
and its Engineering Applications” attracted more than 650 students and faculty members.
102

The event featured a digital registration process for enthusiast participants, an information booth to share knowledge,
and event and product banners for attendees to learn more about the subject. The program included a visit to the
university labs, interactive sessions held by Mr. Shahin Alom (Senior GM, MJL Bangladesh). The keynote speaker was
Mr. M. Mukul Hossain (CEO, MJL Bangladesh).

The seminars were followed by Q&A sessions. The event concluded with group photos and the distribution of
mementos as souvenirs.

A glimpse of participants at BUFT seminar A glimpse of participants at AUST seminar

ICMEAS- MIST
MJL Bangladesh actively participated in the International Conference on Mechanical Engineering and Applied Sciences
(ICMEAS). The company demonstrated its commitment to innovation and collaboration in advancing the mechanical
engineering industry through this participation

Mr. Shahin Alom, Sr. GM, S&M of MJLBPLC is seen MJLBPLC officials at the Mobil booth at ICMEAS- MIST
delivering a speech in an international conference at
MIST
Sponsorship – Mechanical Engineers Reunion at RUET
MJL Bangladesh proudly sponsored the Mechanical Engineers Alumni Association of Rajshahi University of Engineering
and Technology (RUET). The event saw participation of approximately 2,000 engineers.

At the venue, the company set up an information desk to provide valuable insights about products and services. The
event also featured a showcase of Mobil products, allowing attendees to learn more about the quality and benefits of
these products for mechanical engineering applications.

The sponsorship program demonstrated MJL Bangladesh’s support to the engineering community and its commitment
to promote innovation and excellence in the field.

Product demonstration by Mr. Rafaat Shaeer, Executive, Product demonstration by Mr. Shahin Alom, Sr. GM,
S&M of MJLBPLC at RUET S&M of MJLBPLC at RUET

Bajaj Motorcycle Service Campaign


MJL Bangladesh actively participated in a five-day Bajaj Motorcycle Service Campaign organized by Uttara Motors
Limited that is the sole representative of Bajaj Auto Ltd in Bangladesh. Around 850 bikers availed free services, genuine
parts and discounted prices on Mobil lubricants.

During the campaign, MJL Bangladesh’s lubricant experts provided valuable guidance and answered customer queries
regarding proper bike maintenance. The participation in the event exemplifies the company’s commitment to ensuring
satisfaction.

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Mr. Abidur Rahman, Asst. Manager, S&M of MJLBPLC MJLBPLC and UML officials are seen at the Bajaj
is seen interacting with customers Motorcycle Servicing Campaign
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MJL Bangladesh PLC.

LCC/MCO LCC Mechanics Awareness Program and Awards


MJL Bangladesh awarded the Lube Change Center (LCC) mechanics for their successful completion of the Mechanics
Awareness Program. The program focused on raising awareness among LCC mechanics about counterfeit products.
POSM was activated at the workshop premises to reinforce the message.
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As a token of appreciation, mechanics were presented with Mobil-branded T-shirts, highlighting their association
with the most trusted brand. This initiative demonstrates the company’s commitment to promoting authenticity and
ensuring mechanics’ knowledge and support in delivering genuine products to consumers.

Mr. Mosfequn Kaisar, Deputy Manager, Mr. Abidur Rahman, Asst. Manager, S&M of MJLBPLC are seen awarding the
achievers of LCC Mechanics Awareness Program

New Year Greetings & Ramadan Souvenir


MJL Bangladesh extended goodwill through exchanging New Year greetings to its esteemed wholesalers by presenting
them with thoughtful gifts. The recipients received gifts such as cakes, diaries and calendars, symbolizing the start of
a prosperous new year.
Additionally, during the holy month of Ramadan, the company distributed special souvenirs to express gratitude
and celebrate the occasion with its respected wholesalers. These gestures exemplify the company’s commitment to
fostering strong relationships and acknowledging valuable partnerships with its wholesalers.

Mr. Fazle Lohany, Mr. Kawsar Rahman, Deputy Manager, Mr. Aushafurdulla Shaon, Asst. Manager, S&M of
Mr. Rafaat Shaeer, Executive, S&M of MJLBPLC are MJLBPLC is seen handing over New Year greetings
seen exchanging New Year greetings and a cake to one cake to one of the wholesalers
of the wholesalers - the achiever of LCC Mechanics
Awareness Program
Customer Clinic
MJLBPLC boasts of an exceptional workforce comprising highly qualified engineers and experienced professionals,
dedicated to delivering outstanding service to esteemed customers. The lube clinic is a testament to their commitment,
where customers receive expert guidance in selecting the most suitable products and solutions for their equipment.
Every query is thoughtfully addressed, ensuring customers leave with confidence in their choices and with their
equipment optimized for peak performance. At the company, customer satisfaction remains the utmost priority, and
our team takes pride in their unwavering dedication to customer service excellence.

Mr. Abu Salek, Deputy Manager and Mr. Jubayer Hossain, Sales Engineer, S&M of MJLBL are seen in a customer clinic
program at N.A.Z. Bangladesh Limited

Training Seminar with BD Power Development Board


MJL Bangladesh conducted an informative seminar for Bangladesh Power Development Board’s esteemed customers,
focusing on the crucial aspects of lubricating oil application and quality. The seminar emphasized the significance
of proper lubricant selection and application techniques to enhance equipment performance and longevity. Quality
aspects, including adherence to industry standards and best practices, were comprehensively discussed to ensure
optimal results. The event aimed to empower participants with valuable insights for efficient operations and
maintenance practices.

Mr. M. Mukul Hossain, CEO, Mr. Shahin Alom, Sr. GM of MJLBPLC are seen delivering valuable speeches before the
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audience
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MJL Bangladesh PLC.

IL Seminar: Gazipur and Chattogram


MJL Bangladesh regularly organizes informative seminars tailored for industrial customers where the company
highlights vital elements of lubricating oil applications and quality. These sessions emphasize the importance of
selecting the right lubricants and employing proper application techniques to boost equipment performance and
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longevity, thereby extending the Oil Drain Interval (ODI). The aim is to equip participants with valuable insights for
efficient operational practices and enhanced equipment maintenance.

Mr. M. Mukul Hossain, CEO, Mr. Shahin Alom, Sr. GM of MJLBPLC are seen delivering valuable speeches before the
audience

Mr. M. Mukul Hossain, CEO of MJLBPLC is seen Mr. Shahin Alom, Sr. GM and other S&M members of
delivering valuable speeche before the audience MJLBPLC are seen handing over a gift to a customer
after the Q&A session

IT and innovation
MJL Bangladesh has always regarded technology as a MJL Bangladesh has regarded investment in technology
catalyst for sustained growth, demonstrating a forward- as a strategic necessity for establishing the groundwork
thinking perspective. The company’s implementation for future expansion, with the objective of securing a
of SAP S/4HANA, an advanced software by SAP, greater share of the market. The company’s commitment
to its objective is evident in its effective utilization of SAP
exemplifies this observation and forward-thinking
S/4HANA, an advanced enterprise resource planning
abilities. The successful execution of this significant
(ERP) system developed by SAP. This ERP system is
project within a nine-month timeframe, especially specifically designed for large-scale organizations and
amidst the pandemic, is indicative of the company’s incorporates intelligent technologies that enhance
commitment to embracing technological advancements adaptability and facilitate the transformation of business
and swift implementation. processes.
Highlightable developments popularity. In addition, we also launched an app, Lube
Solution, on both Androaid and iOS, and engaged in
MJL Bangladesh’s IT team made sound progress during
marketing campaigns to create awareness and stimulate
the year. With the successful implementation of SAP
downloads.
S/4HANA, most of the company’s key infrastructure is
in place. Some of the major highlights of the year are Through the e-commerce platform and app, we are
mentioned hereunder: developing new channels of sales and marketing for
» Changed computer infrastructure, including for improving customer outreach.
desktops and laptops, to give a new and more
modern experience to users Going into the new financial year, we are establishing
our data centre and archive unit at our new office
» Executed a local drive backup to ensure enhanced
building in Jessore that is in a low earthquake prone
data redundancy
zone. This centre will enable us to mirror data with easy
One of the other highlights of the year was the launch access in case of any contingency. It will greatly fortify
of an exclusive e-commerce website showcasing our business continuity plans.
all Mobil products that could be purchased through
multiple payment options by customers and delivered We are also focusing on learning and development at
at their doorstep in a convenient manner. We initiated the IT team, looking to expose our members to learning
topical marketing campaigns on major social media new and cutting-edge analytical and data visualization
platforms, such as Facebook, to drive awareness and tools, such as Tableau, Power BI, etc.

Performance recognition award


The praiseworthy performance of Mr. Aminul Karim, Deputy Manager of Automotive Lubricants, and Mr. Arif Kibria,
Sales Engineer, in the Industrial Lubricants team, was recognised at the annual sales conference for their exceptional
achievements in 2022. Their dedication sets new standards within the company, inspiring colleagues to excel. Heartfelt
congratulations on their well-deserved recognition, and we look forward to their continued contributions to our
collective success, driving us towards new horizons in the lubricant industry.

Mr. M. Mukul Hossain, CEO, Mr. Shahin Alom, Sr. GM, Mr. Mohasin Ali Mondal, HOM are seen handing over the
performance recognition award to Mr. Aminul Karim, Deputy Manager and Mr. Arif Kibria, Sales Engineer, S&M of
MJLBPLC
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SOCIAL AND RELATIONSHIP


CAPITAL
Strong Stakeholder Connect, Conducive Operating Environment

Our Social and Relationship Capital reinforces our license to operate. It is vital in
our efforts to create value for all those associated with the company and create a
favorable recall of our corporate.
From an ESG standpoint, this capital is important too as it helps build trust with our
stakeholders and ensures we carry out activities in-synch with their expectations.
Thus, by actively engaging with our key stakeholders and supporting communities
where we operate, this capital’s deployment informs how we shape our strategy,
identifying material matters and being proactive with stakeholder feedback to
protect our brand and reputation.

What is our social and relationship capital

Social and Relationship Capital incorporates our relationships with the communities in which we
operate and that we serve as well as other key stakeholders, including our customers and employees.
Shareholders and regulators also form a part of our stakeholder ecosystem. Transparency,
responsiveness and dialogue characterize our stakeholder relationship management approach. We
also embed corporate citizenship by giving back to the broader society through outreach projects
within our areas of operation as well as by instilling a culture of respect, diversity and inclusion in all
aspects of our work internally and externally.

Why is this capital important

Our business actions impact our key stakeholders. Therefore, we ensure that their input forms an
integral part of our strategy development and implementation process in our sustainable stakeholder
value creation process.
We also participate in activities that support and sustain communities where and when they need us
the most. Our citizenship action focuses largely on positive outcomes through local employment and
procurement opportunities, including local purchases. We align to the United Nations (UN) SDGs,
focusing on inclusive and equitable work and the promotion of livelihood opportunities for all.
Beneficial Inputs, Positive Outcomes

Creating Oneness with our Stakeholders we understand and support the need for a smooth
transition process in minimizing the impacts on our
Our aim is to be a credible partner in creating
stakeholders, including the environment.
sustainable shared value. Meaningful partnerships and
engagements with our stakeholders enable us to attain We have a broad range of stakeholders associated
our strategic objectives. In this respect, our approach with us who we impact and, in turn, they impact us.
to stakeholder engagement is rooted in transparency, We recognize that trust, open dialogue and mutual
even as we remain focused on delivering on our understanding are key elements and aim to build and
promises and co-developing sustainable solutions with maintain the spirit of these among our stakeholders
our stakeholders.
through openness and transparency in our dealings. We
The role we play for communities is conducted bearing endeavor to meet our obligations by being responsive
our sustainability approach in mind. As the world and solutions-focused. We identify, assess and monitor
prepares for transitioning to a lower-carbon economy, stakeholders’ expectations, together with significant
and as Bangladesh prepares to transition out of the issues that could have an impact on our operations and
least developed country status in the near future, strategy.

Key

High engagement Medium engagement

MJL Bangladesh’s stakeholder engagement framework

Stakeholders Engagement Material Matters Our Response

» Consistent and » Efficient execution leading to


predictable delivery of timely supplies
high-quality products
» Maintained constructive and
Customers and solutions
Our customers are core transparent engagements,
to our business. Being » Competitive pricing understanding customer needs
customer-centric means and meeting their expectations,
» Multiple product
being responsive to their especially through our lube oil
accessibility options,
needs and expectations, seminars and other technical
including via online and
workshops
delivering delightful physical channels
service and improving » Worked with customer inputs
the overall customer on incorporating expectations
experience. into our products, especially
comprising our Omera lube oils
» Improved customer experience
and offerings via digital app and
e-commerce portal
109
Annual Report 2022-23
MJL Bangladesh PLC.

Stakeholders Engagement Material Matters Our Response

» Articulation of long- » Maintained sustainability and


term industry and ensured strong financial viability
corporate prospects in a volatile environment
110

Shareholders To make consistent and » Strengthening the » Strengthened balance


and providers of balance sheet sheet through disciplined
clear communication
capital
and promoting our capital management
» Environmental and
investment case, strategy regulatory compliance » Continued entrenching our
and strategic objectives enterprise risk management
» Organic/inorganic
enables informed process
expansion of business
decision-making
» Ensured all financial obligations
and helps manage being paid on time, including
expectations with regards loans
to our operations and
financial profile.

» Strategic direction, » Continued with an open


including our approach to social investment
environmental impact
» Focused on lending a helping
Communities and Business sustainability is » Contribution to hand to alleviate local challenges
societies interdependent on the improving community
relationships we build living standards,
with the communities including need-based
around which we operate support
and the contributions we » Providing respectable
make towards societal occupational means,
upliftment. especially through local
procurement

» Compliance with all » Complied with all applicable


relevant laws and legislation, including
legislations environmental obligations
Governments
Engaging with » Occupational » Ensured worker safety and
and regulators
governments and health and safety aligned to all labour and other
regulators presents an management laws
opportunity to enhance » Responsible tax
our relationships, secure contribution
our license to operate,
» Support national
advance mutually
and local agendas,
beneficial key commercial including employment
objectives, and contribute
to improved policy.
Stakeholders Engagement Material Matters Our Response

» Career progression » We have a robust R&R platform


that recognises achievers
» Employment safety
» We offer strong long-term
Employees » Rewards and
Our employees are career progression opportunities
recognition (R&R)
the backbone of the » We focus on diversity and
enterprise. They help » Learning and
inclusion as a means to create
execute and deliver development
a unique workforce that draws
our goals and we, in » Grievance redress from diverse experiences and
turn, provide them with insights
strong long-term career
opportunities.

CSR Activity – Winter cloth distribution and donation of computers

As part of its CSR activities, MJL Bangladesh PLC. donated computers and contributed substantial funding to support
the educational progress and the development of new college building of Mohtasin Ali High School and College. MJL
Bangladesh PLC. also contributed for the expansion of medical services of Bakhtunnessa Chowdhury Diabetes Center
(BCDC). We are proud to support these two institutions located in Kulaura, Moulvibazar District.

Mr. M. Mukul Hossain, CEO with other officials of MJL Bangladesh handed over the computers and cheques to Col.
Liaquat Ali Khan (Retd.), Head of CSR, East Coast Group

MJL Bangladesh PLC. demonstrated its commitment to society by distributing winter clothes and blankets to the
people affected by the harsh winter conditions in Bogura and Thakurgaon. The initiative aimed to provide warmth and
comfort to those in need during the cold season. 111

Mr. Fazle Lohany and Mr. Kawsar Rahman, Deputy Mr. Fazle Lohany, Deputy Manager, Mr. Rezaul Karimul,
Manager, S&M of MJLBPLC are seen handing over Executive, S&M of MJLBPLC are seen distributing
Annual Report 2022-23

winter clothes to the beneficiaries of Sariakandi winter clothes to the winter-affected people of
Upazilla, Bogura Sariakandi Upazilla, Bogura
GROUP
COMPANIES
MJL Bangladesh PLC.

OMERA PETROLEUM LIMITED


LARGEST LPG COMPANY OF
BANGLADESH
114

(Subsidiary of MJL Bangladesh PLC.)

2015 4,000,000+ 20%


Establishment Customers served Market shares

481 2,090 8
Distributors Income from operations Net profit (BDT million)
(BDT million)

Overview Performance update

Omera Petroleum Limited (OPL) initiated its liquefied OPL launched Omera LPG as a means to address the
increasing fuel demands of the nation and to contribute
petroleum gas (LPG) venture in Bangladesh in 2015
to enhancing the diversity of its energy portfolio. The
with the key objective to grow and expand the usage of demand fundamentals of LPG are strong due to both
a new-age fuel in Bangladesh. Over time, the company the inherent desirable qualities of the fuel and other
external factors.
has been able to develop an integrated bouquet of
assets, including bottling, storage, and distribution LPG – A safe and trusted fuel
infrastructure. This has enabled the company to supply » Safe, trusted, and established fuel source used
LPG to virtually all corners of the country in a seamless around the world

and efficient way. » High heating or calorific value, thus optimizing


heating costs

Robust procurement contracts and strong financial » Consistent burning property, hence ensuring higher
reliability
backing have been key for the company to ensure
» Government’s emphasis on promoting LPG
reliable imports of LPG into Bangladesh. These pillars
» Shift away from wood and biomass-based fuels as
have been central in OPL emerging as the largest LPG product substitution towards LPG
company of Bangladesh in 2022-23 with an approx.
» Clean and sulphur-less fuel with no emission of
market share of 20%. smoke, thus ensuring better health and safety
OPL’s Competitiveness Framework
Bangladesh’s
largest LPG
player with a
20% market
Ongoing branding and share Financial and operational
sales stimulation capacity to import LPG
programs

Strong brand name Largescale and


“Omera” becoming a distributed bottling
household staple and logistics infra

Skilled and experienced Last-mile connectivity,


professionals thus ensuring customer
Backward facilitation
integration,
assuring cylinder
availability

2022-23 - Key financial performance indicators

BDT 18,788 mn BDT 2,090 mn


Revenue, up 26% YoY Operating profit, up 197% YoY

BDT 8 mn BDT 0.04


Net profit, up 102% YoY EPS, up 102% YoY

Some of the major reportable highlights of the year » Accomplished the highest-ever monthly sales
2022-23 comprise the following: volume in July 2023, a record in the industry that
catapulted the company to a leadership position in
» Achieved over 16% growth in LPG volume sales to
LPG in Bangladesh
around 200,000 MT
» Continued to meet market demand through
» Reported a 26% growth in revenue to BDT 18,778
uninterrupted supplies and competitive pricing that
million
enabled the company to grow its customer base
» Recorded a swing-back in net profit from a loss of and market share
BDT 350 million in 2021-22 to a net profit of BDT 8
million in 2022-23 OPL possesses a robust basket of integrated
assets comprising European-standard bottling and
115

» Initiated on test basis two novel route-to-market


approaches, including D2R or direct-to-retailer storage facilities in Mongla, Ghorashal, Bogra, and
Mirsharai. It has 3 vessels for enabling ship-to-storage
Annual Report 2022-23

model to cut dependence on distributors, and D2C


model or direct-to-consumers, primarily through transportation from inland waterways, and 50+ road
e-commerce tankers with an LPG carriage capacity of 17 tons
MJL Bangladesh PLC.

each. This infrastructure enables the company to serve which is the largest in the LPG sector of the country. It
customers on a pan-Bangladesh basis, especially since is recognized as a trailblazer in the utilization of inland
the key success factor in LPG is a robust distribution waterways for the transportation of LPG, employing
model. three specialized barges exclusively designed for this
purpose. Additionally, OPL also possesses the most
116

OPL is recognized as a prominent entity in the


extensive fleet of road tankers in the industry.
business, known for its adherence to safety, health, and
environmental regulations. It has gained a reputation as Marketing and branding initiatives:
the largest and most advanced facility for the storage
and distribution of LPG. Omera LPG, the most loved LPG brand in the country,
recently organized a series of events named “Safety
The facility encompasses many components, such as Awareness Campaign” across the country. The program
LPG storage, LPG cylinder filling centre, and LPG truck was aimed at households in order to educate them on
loading bays. The main import terminal (mother plant) the safe usage of LPG.
is situated in Bagerhat (Mongla), accompanied by
three satellite stations in Bogra (Sherpur), Narshingdi Omera LPG recently held its nationwide retailer
(Ghorashal), and Chattogram (Mirsharai). meet Programs with the aim of discussing business
opportunities and priorities.
Our trade partners, in compliance with our policies,
assure the most efficient delivery to all corners of The brand team developed a new corporate website to
Bangladesh, ensuring safe doorstep delivery of bottled reach the target audience in a more effective manner.
cylinders in the shortest possible time span. The website is very dynamic and has great adaptability
to any kind of change.
Omera’s distinction among its peers is attributed to its
ISO-certified terminals that assure quality control and Omera LPG was the proud associate sponsor of
safety which are prerequisites for a business operating Bangladesh Premier League (BPL) 2023. The brand got
in the fuels industry. Furthermore, Omera’s diversified massive exposure in front of the mass audience through
client group benefits from the provision of the field branding which was displayed on national television
country’s highest-grade LPG, facilitated by world-class throughout the country.
European technology and sophisticated downstream
To grab the attention of the mass audience, we have
infrastructure. With an annual supply capacity exceeding
executed neon signage near the Army Stadium, Dhaka
300,000 MT, Omera is capable of meeting one-third of
Airport Road. The location is strategically set up to
Bangladesh’s LPG demand.
ensure maximum people can view the billboard while
Omera is also renowned for its extensive retail network, commuting to and from the main city of the capital.
OMERA CYLINDERS LIMITED
A LEADING CYLINDERS
MANUFACTURER OF BANGLADESH
(Subsidiary of MJL Bangladesh PLC.)

2012 2015 13
Inception Establishment Product SKUs

900,000 11.98 2.89


Installed capacity (cylinders) Income from operations Net profit (BDT crore)
(BDT crore)

Summary the manufacturing process employing state-of-the-art


automated machinery. The company has the capability
Omera Cylinders Limited (OCL), a prominent maker of and capacity to manufacture cylinders of varying
steel LPG cylinders in Bangladesh, has been actively
sizes, from 4 kg to 50 kg thus enabling it to meet a
involved in manufacturing sector of the country since
comprehensive demand range for both household and
2015.
non-household purposes.
The company possesses a skilled and committed
In OCL’s continuous pursuit of its product quality, OCL
workforce, complemented by robust QA/QC systems
as established state of the art Quality Control Laboratory
implemented at each phase of its production operations,
equipped with sophisticated machineries. OCL has
thereby assuring international quality standards. An
unwavering philosophy of OCL towards supplying an achieved ISO 9001 and ISO 45001 certifications. As a
essential product used by both households as well as recognition of OCL’s commitment towards excellence,
industrial customers such as restaurants, coupled with OCL has become country’s first and only company that
its commitment to focus on continuous development, is exporting LPG Cylinders overseas.
has positioned the company as a leader in Bangladesh’s
With an annual capacity of 900,000 cylinders, OCL
steel cylinder manufacturing.
manufactures 13 SKUs comprising 4 kg, 5.5 kg, 6 kg, 10
117

The cylinders manufactured by OCL are produced in kg, 12 kg, 13 kg, 20 kg, 25 kg, 30 kg, 35 kg, 40 kg, 45 kg
strict adherence to European technical standards with and 50 kg.
Annual Report 2022-23
MJL Bangladesh PLC.

As daily wear and tear takes its toll on LPG Cylinders, Major Development, Activities and
rigorous use and handling by user of different level leads Achievements, 2022-23
to various kind of damage of LPG Cylinders. This makes
OCL reported sound financial progress during the year,
cylinders not only less attractive, but also compromises
with revenue growth of 72% to BDT 147 crore. This
on their safety and lifespan. Only regular maintenance
118

performance was accomplished on the back of key


of LPG Cylinders makes it safe and useable. Besides
reportable highlights, as follows:
regular maintenance, periodic requalification is also
a regulatory requirement. In this regard, realizing » Received AEO (Authorized Economic Operator)
the potential and user safety, OCL has established Award
its state-of-the-art LPG Cylinders Refurbishment & » Increase in sales of cylinders to Omera Petroleum
Requalification facility in Bahubhal, Habiganj in 2023 Ltd (group company OPL) and other third-party
where each and every cylinders is inspected, made to customers
undergo the refurbishment and requalification (testing) » Participation in WLPGA Asia Regional Summit 2023
work and make the cylinder compliant, safe and reliable. and East Africa LPG Expo 2023 to promote LPG
Unsafe and noncompliant cylinders scrapped during cylinder export.
requalification process. » Modernization of Quality Control Lab.

OCL is always committed to its journey towards » Continued exports of cylinders to Africa
excellence, from new cylinders manufacturing to » Distribution of relief to affected people at Sylhet as
Refurbishment & Requalification of LPG Cylinders. part of OCL’s CSR activities.

Key strengths at a glance

Stringent quality controls to Superior European technology Large product portfolio that
ensure the highest levels of and machinery caters to all customer segments
safety and reliability

Modern and state-of-the-art Premium grade steel and Submersible arc welding
lab and R&D international quality safety technology to ensure high-
valves quality welding

Zinc metallization for corrosion Skilled and experienced


prevention, hence advancing personnel
cylinder reliability and usability

Innovation and R&D

Innovation and Research & Development (R&D) serves as a critical link between a company’s strategic objectives and
its business plans, facilitating the creation of measurable outcomes.

OCL has a robust R&D setup that not only enables ongoing product development, but also innovation with regards to
engineering and processes. In this regard, OCL’s R&D team comprises of engineers and other technical specialists who
possess strong qualifications and experience in taking the company’s R&D agenda forward.
Few key accomplishments of the R&D team include:

Design and development of new Process optimization that helps Improvement in product quality
products and solutions, reflected in enhance productivity and safety through better material quality and
the multiple SKUs in the company’s technology
product basket

Solving production challenges Solve any customer challenges


through in-depth analysis to through accumulated efforts of
maintain quality production, engineering and quality
control

119
Annual Report 2022-23
MJL Bangladesh PLC.

Key certifications

ISO 9001:2015

OCL has implemented a Quality Management System (QMS) in line with the ISO 9001:2015 standard with a view to
meeting customer requirements and enhancing their satisfaction. In 2017, OCL was certified by the ISO 9001:2015
120

standard by Bureau Veritas Bangladesh Limited, the accredited certification body for QMS. Since then, OCL has kept
building its management system, adhering to this well-known certification standard.
ISO 45001:2018

To ensure safe operations and a risk-free working environment, OCL has implemented ISO 45001:2018 Occupational
Health Safety Management System, complying to all the requirements in the standard.

OCL always strives to eliminate risks throughout its operations by assessing hazards, ensuring workplace safeguards
and assuring functioning of safeguards to ensure zero accident incidents at the workplace.

The company has also implemented ISO 45001:2018 to ensure successful outcomes based on documented,
implemented and readily accessible means of ensuring safe operations and working environment, complying with all
the requirements stated in the standard.

Outlook

The demand for LPG in Bangladesh is on an uptick and it is expected that it will emerge as the fuel of choice in the
country. With a sanguine demand scenario for LPG and with LPG having a direct correlation with LPG cylinders, the
demand for cylinders is also expected to take-off more meaningfully in the future. With products made from premium-
grade steel and under international technology and certification standards, OCL is poised to capture a larger share of
121

the market.

Along with new production, OCL has also started Refurbishment & Requalification (retesting) of LPG Cylinders. As
Annual Report 2022-23

huge number of LPG Cylinders are in circulation in Bangladesh and day by day the condition of these cylinder is
deteriorating, there is huge potential in LPG Cylinders Refurbishment & Requalification business also.
MJL Bangladesh PLC.

OMERA GAS ONE LIMITED


BULK LPG SPECIALISTS OF BANGLADESH
122

(Step-down subsidiary of MJL Bangladesh PLC.)

Introduction

Omera Gas One Ltd (OGL) was established in the year 2016 as a joint venture (JV) company between Omera Petroleum
Ltd (OPL) of Bangladesh and Saisan Co., Ltd of Japan. The company is the first Japan-Bangladesh JV in the petroleum
sector of Bangladesh and represents a major technology transfer and technical training, anchored on enhancing trade
relations between the two nations.

OGL embodies the coming together of two energy majors with the primary motive of supplying liquefied petroleum
gas (LPG), a clean and convenient source of fuel, to bulk users in Bangladesh’s residential, industrial, and commercial
sectors. It was the culmination of efforts of both companies to create world-class assets and infrastructure to serve a
nascent market with responsibility and a long-term view.

The primary areas of focus for OGL encompass the following business sectors:

Selling bulk LPG to consumers of residential, Construction, operation, and management of LPG
commercial, and industrial complexes through the auto gas stations (fuel pumps) for the sale of LPG to
development of gas infrastructure automotive customers

Import, storage, sales, and marketing of Autogas Turnkey consultancy, solutions, engineering, and
conversion kits installation of LPG reticulation systems for industrial
customers

OGL is thus committed to contributing to the With the ability to cater to the growth in market
improvement of people’s life in Bangladesh, a view demand, especially on the back of innovative customer-
that finds resonance amongst both the promoter- centric initiatives such as priority services, OGL was able
shareholders of the company. to report an exceptional performance during the year in
the report.
Performance in 2022-23
OGL formed a dedicated team established to cater to
OGL reported a robust performance in the financial year industrial users. It provides industrial LPG supply and
2022-23, driven by a significant increase in the demand solutions round-the-clock, including engineering and
for bulk LPG in Bangladesh. This was primarily triggered safety audits.
by a sharp rise in the price of other fuels, such as diesel,
that prompted bulk consumers to shift to LPG which Further, the company also achieved progress in network
continued to offer price stability. expansion and new bulk customer acquisition, with the
latter registering a 29% growth during the year under Outlook
report, as compared to the prior year.
The company will continue to focus on meeting its
OGL reported a sharp expansion in sales quantity by business targets and expects to sustain the growth
61% in 2022-23. Sharp growth in sales, together with momentum in the current year too, as new customer
efficiency enhancement and cost discipline enabled the acquisition, network expansion, and ensuring stable
company to report a swing-back in profitability from a customer supplies will continue to remain our prioritized
net loss of previous years. focus areas in the current year.
ESG
REPORT
EMBEDDING ESG
PRINCIPLES IN OUR BUSINESS

At MJL Bangladesh, our ESG focus is a leverage for us to


evaluate and assess our company’s sustainability standards
and influence in the critical domains of environmental, social
and governance (ESG) performance. It is evident that there is a
growing recognition among investors, customers and regulators
regarding the significance of ESG criteria in assessing our
performance and informing their decision-making processes.

Environment Social Governance


Fostering ecologically- Cultivating trust and Nurturing a culture
conscious practices harmony with our people of trust, transparency
and stakeholders and stewardship

We incorporate a wide range of initiatives and practices of ESG and its necessary position within our company,
related to ESG considerations within our operational enabling us to implement initiatives that distinguish us
framework. These mostly encompass our carbon in the market and strengthen our competitive position.
emissions, employment practices, initiatives to foster
diversity and inclusion, ethical leadership, and numerous As a company with a longstanding presence in the
other components. industrial operating environment of Bangladesh with
exposure to global market trends and developments,
Our organization upholds a set of fundamental principles, we demonstrate a strong commitment to adaptability
including the core values of ethical decision-making and and progress by actively embracing ESG as an essential
sustainable planning, which hold significant importance. part of our business strategy. Our organization stands
By diligently incorporating responsible and sustainable at the forefront of the industry due to our unwavering
principles into our fundamental business activities, we adherence to sustainable, resource-efficient and
enhance our ability to withstand challenges posed by ecologically-conscious manufacturing practices.
external events and shifting market dynamics, as well as
meet evolving societal expectations. From our standpoint, ESG is truly a proactive strategy
aimed at protecting the environment, promoting
Inside our organization, ESG factors play a crucial role environmental advancements, exerting active influence
in facilitating sustainable growth and enhancing our on society and individuals, and advocating for ethical
competitive edge. This highlights the essential nature principles and transparent disclosure.
MESSAGE FROM
THE MANAGING DIRECTOR
Dear Shareholders,

I am pleased to provide an overview of our advancements in the areas of Environmental, Social and Governance (ESG)
principles for the fiscal year 2022-2023. This report outlines our efforts to systematically address economic, social and
environmental aspects, ensuring the well-being of all our stakeholders and the planet.

The significance of sustainability within the manufacturing sector extends beyond the borders of Bangladesh,
encompassing a crucial role in the global industry as well. The industrial and automotive sectors contribute to greenhouse
gas (GHG) emissions, consumption of resources, and waste generation. Through the adoption of sustainable practices,
it is possible to mitigate our carbon footprint and safeguard the planet’s resources for subsequent generations.

As a prominent organization that has spearheaded the adoption of sustainable practices in Bangladesh by offering
high-quality lubricating oil products and solutions, as well as liquefied petroleum gas (LPG), the preferred fuel in the
country, we recognize the significance of sustainability in addressing the essential needs of society.

The foundation of our success is rooted in our fundamental principles, operational procedures and commitment to
providing exceptional customer service. Through surpassing the expectations of our customers, we have established a
strong level of trust and loyalty. We take pride in our successful expansion to cover virtually all corners of the country,
which has allowed us to broaden our scope and establish a connection with a wider customer base and households.
Our primary goal is to enhance the quality of their lives by providing valuable offerings and services.

Through engaging in stakeholder discussions and via an open dialogue, we have obtained valuable contributions from
various constituents, thereby facilitating the identification of our key areas of emphasis. In the forthcoming years, we
will continue to prioritize environmental advancement, water stewardship, resource optimization, and the cultivation
of a culture that embraces sustainability in daily practices.

In light of the current circumstances, it is plainly evident that there is a pressing need to adapt and transform in order
to establish a lasting and environmentally responsible legacy for forthcoming generations. Our organization is strongly
committed to the establishment of a sustainable environment in Bangladesh, which would enable everyone to pursue
their aspirations. We are dedicated to this goal.

I express my thanks on behalf of our company to all our stakeholders for their support in our endeavors on our ESG
principles and sustainability initiatives.

Sincerely,

Azam J Chowdhury
Managing Director
127
Annual Report 2022-23
INITIATIVES IN
THE ESG REALM
Environmental Progress
Climate change is progressively emerging as a significant and serious concern as we are now observing its global
repercussions. The global temperature has already increased by over 1º Celsius in comparison to pre-industrial levels.
The task of restricting the temperature increase to 1.5o Celsius is perceived as a significant obstacle.

The industrial, mobility and manufacturing sectors are projected to face increasing regulatory compliance needs due
to climate change, resource scarcity, uncontrolled urbanization, pollution, and wealth disparity. Therefore, it is crucial
to mitigate and reverse the negative consequences of the sectors.

At MJL Bangladesh, our environmental sustainability measures are motivated by the goal of attaining resource
efficiency and endeavoring to preserve the natural environment, among various other technical interventions aimed at
mitigating our carbon footprint.

Some of the ways in which we minimize our negative impacts include the following:

Health and well-being Energy conservation Water Resource use


of people and carbon footprint management and process re-
minimization engineering

Waste management Preparedness against Sustainable culture Future adaptability


climate-induced risks and business practices and resilience
We describe some of our initiatives in the environmental Bio-friendly building design: Aligning to
realm here. nature-friendly principles
Energy efficiency: Paving the way for a Bio-friendly design is a holistic approach that connects
sustainable future people to the greens by incorporating natural elements
and materials into the built environment. This design
At MJL Bangladesh, energy efficiency lies at the heart
approach acknowledges the inherent human need for a
of our sustainable development initiatives. We are
connection to nature and recognizes the positive impact
committed to minimizing our carbon footprint and that such a connection can have on people well-being
promoting eco-friendly practices throughout our and overall health.
organization – in our LOBP, LPG bottling operations
and across our office footprint. Our focus on energy » Natural light and views: We have focused on
maximizing access to natural light and views of
efficiency encompasses a range of initiatives that align
the outdoors that allow occupants to experience a
with our vision for a greener and more sustainable
sense of openness, comfort and well-being
future.
» Indoor air quality: We have prioritized air quality
Our new office headquarters in Dhaka city epitomizes through proper ventilation that helps create a
our environmental focus and our commitment to a healthier indoor environment, promoting better
low-carbon future. There are many features in our new respiratory health
building that promote the sense of a modern workplace » Acoustics: We have addressed noise concerns with
that is in-sync with the realities of the time. For one, we sound-absorbing materials and thoughtful layout
have ensured thoughtful building orientation through planning that creates a noise-free environment
meticulous planning to reduce heat gain, maximize
» Collaboration: We have designed areas that foster
daylight, and limit cooling demands. By optimizing
positive people interactions and open discussions
building orientation thus, we promote energy
conservation and create more comfortable working Emissions management: Committed to the
spaces, thus giving a thrust to people productivity too. responsible management of our carbon
We use energy-efficient lighting fixtures that have footprint
contributed to better luminosity, optimized costs and
improved energy consumption leading to conservation. Greenhouse gases (GHGs) like carbon dioxide,
methane and nitrous oxide are released into the earth’s
Further, we have attempted to maximize daylight atmosphere when carbon-based fuels are combusted,
penetration by leveraging natural light, thus reducing contributing to climate change.
the need for artificial lighting, leading to energy
conservation. Further, we have also ensured proper GHG emissions primarily fall into one of three
shading and glare reduction through the carefully categories: Scope 1, Scope 2, or Scope 3. As indicated
planned elevation. by the Greenhouse Gas Protocol, Scope 1 emissions
are any GHGs directly emitted from sources controlled
Besides, the building premises itself boasts of a number or owned by an organization. This scope includes
of environment-friendly features, such as automatic door emissions resulting from stationary combustion as a
closing technology that go a long way in maintaining result of burning fossil fuels, and mobile combustion
efficiency of air-conditioning, thus leading to optimum resulting from fossil fuels burning from transportation.
electricity consumption. Further, these helps maintain Scope 2 emissions are those resulting from purchased
a clean indoor environment too, preventing ingress of electricity. Scope 3 encompasses any GHGs produced
dust particles and other pollutants. by the organization but not directly owned or controlled
by the organization, such as emissions in its extended
Additionally, we have also strived to limit paper
value chain.
consumption through relying on digital communication
technologies, such as digital booking of meeting rooms, We care about our energy-related emissions and
129

corporate intranet, etc. We also cultivate employee have taken many steps at our LOBP, LPG bottling and
awareness on principles such as switching-off lights cylinder manufacturing plants to reduce them by using
Annual Report 2022-23

when not in use, printing only if necessary, and ensuring certified equipment, energy-efficient processes, etc.
conservation of water in washrooms, etc. Further, most of our systems and technologies are PLC-
MJL Bangladesh PLC.

controlled that go a long way in optimizing our energy them to perform at their best, while we simultaneously
requirements. cultivate future leaders by creating a culture of deep
learning, collaboration, openness in assessing our
Besides, amongst our workmen, we also inculcate
training needs, and innovation. We prioritize the safety
the habit of energy conservation in each step of our
of our employees, especially our workers working in our
operational processes, thus optimizing and reducing the
130

industrial establishments, and our initiatives reflect our


energy intensity of our industrial footprint.
commitment to occupational health and well-being.
We also stress on virtual meets where possible to save
At our Company, our employees are our most valuable
emissions. We believe that carbon footprint reduction
asset, and we are determined to provide them with the
is not restricted to our operational footprint alone, but
resources and support they need to achieve long-term
extends to the whole organization and is an organization-
success.
wide effort. In this regard, we show preference to virtual
events over physical ones that help curtail emissions People retention
by diminishing travel-related emissions, thus helping
reduce Scope 3 emissions. Retaining our people is a top priority at MJL Bangladesh.

Responsible material use and waste Employee turnover rates in an organization have a
management: Committed to resource profound impact on its human and intellectual capital.
circularity High turnover rates not only lead to significant financial
costs, but also affect productivity, employee morale, and
Proficient and ideal utilization of assets and materials are the corporate culture. At our organization, we prioritize
essential to our operations. The industrial sector is highly reducing employee turnover to foster a stable and
resource intensive and we are mindful of the impact we engaged workforce, contributing to long-term success.
create. Hence, we endeavor to utilize materials that not
only have good environmental credentials but we also To retain top talent and enhance employee satisfaction,
seek to transport them safely and responsibly within our we implement strategies, such as competitive
operations as they are deemed hazardous products – compensation, career development opportunities, and a
base oils and other chemicals for our lube oil operations, positive work environment. We are especially mindful of
and liquefied petroleum gas (LPG) in our bottling employee turnover in the senior management category
operations. In fact, our ability to manage these safely and take every possible effort to retain experienced
and securely forms the basis of our license to operate. talent in crucial positions. These efforts align and attest
to our sustainability objectives.
Further, we have sought to ensure the most environment-
friendly transportation of our input resources, primarily Employee engagement
relying on our pipeline infrastructure for safe and cost-
effective internal transportation for storage and use. Employee engagement activities help build a culture
Besides, we operate a modern fleet for LPG tankers and in the organization that fosters trust and transparency
other material transportation that help optimize fuel among employees. Through such engagements, they
consumption. feel cared for and take pride in identifying with the
organization. It helps improve employee retention too.
Social Initiatives We held many programs for our employees during
the year, thus ensuring cohesion and the spirit of
At MJL Bangladesh, the significant contribution of our camaraderie.
people in advancing our strategic objectives is duly
recognized, as it is important in maintaining our leading Employee benefits
position within the industry. We strongly believe in
Employee benefits serve as a significant indicator of
investing in the well-being, professional grooming and
the organization’s commitment to its workforce. The
career advancement of our employees.
nature and quality of benefits provided play a vital role
We are committed to fostering a work environment in employee retention and are instrumental in achieving
that nurtures employee engagement, satisfaction and the organization’s overarching business objectives.
retention. Our unwavering dedication to supporting By offering attractive and meaningful benefits, we
our employees with the right people strategies enables demonstrate our investment in the well-being and
satisfaction of our employees, cultivating a strong For more information, pls refer to the report on “Human
and motivated team that contributes to our collective Capital”.
success.
Applied Governance
Health and safety
MJL Bangladesh believes that corporate governance is
Health and safety are of paramount importance in an interplay between people, process, performance and
our industry. At MJL Bangladesh, we ensure that our purpose. Our values and behaviors form the bedrock of
employees and workers have access to a safe and healthy our corporate governance framework.
workplace. Our operational establishments strive to be
For us, corporate governance is the combination of rules,
places for enabling safe and secure operations.
processes or laws by which businesses are operated,
Some of our key occupational health and safety regulated or controlled. It is a set of defined principles,
processes and systems that govern a Company. The
measures include:
elements of our governance practices are transparency,
» Mandatory safety training for all staff, promoting a accountability, responsibility, compliance, ethics,
safety culture values and trust. The basic philosophy of governance
» Robust fire-fighting equipment with fire alarms and in the Company is to achieve business excellence and
fire surveillance dedicate ourselves to enhancing long-term shareholder
value, keeping in mind the needs and interests of all
» Ensuring PPEs or personal protective equipment for stakeholders.
the entire workforce
As a reputed industrial house of Bangladesh, we
» Caution boards and signs for awareness
are committed to meet the aspirations of all our
» Proper illumination at all work sites stakeholders. Corporate governance thus encompasses
» Fall protection with barricades and safety nets a set of systems and practices at our organization that
ensures the Company’s affairs are being managed in
» Machinery protection with safety guards a manner that assures accountability, transparency,
» Comprehensive electrical and fire safety balance and fairness in all transactions in the widest
sense. The objective is to meet stakeholders’ aspirations
» Safe assembly points and emergency response and societal expectations. Good governance practices
» Accessible drinking water for all stem from the dynamic culture and positive mindset of
our organization, led by our Promoter and Managing
» On-site first-aid
Director, Mr. Azam J Chowdhury, a highly respected
» Adequate restroom facilities business person of Bangladesh.

» Proper bins and other facilities for waste disposal Thus at MJL Bangladesh, corporate governance is all
» Timely waste (food, etc.) disposal about maintaining a valuable relationship and trust with
all stakeholders.
We also provide our people with regular and ongoing
training, thereby not only improving their functional Our board
skills and competence but also reinforcing in them the The members of our Board hold critical positions and
culture of safety and safe operations. are responsible for providing guidance and direction
to the organization, ensuring it achieves its goals and
Social responsibility
objectives.
Inclusivity and equality are fundamental in our diverse
Our Board is the custodian of stakeholder trust and
and talented team. We foster an inclusive work is one of the most eminent boards of Bangladesh’s
environment that empowers our people to excel. corporate landscape comprised of accomplished
131

Transparent communication with our stakeholders individuals with considerable experience. They bring a
builds trust and accountability. We treat all our vendors wealth of knowledge to our table that stimulates vibrant
Annual Report 2022-23

and suppliers fairly to nurture lasting partnerships and discussions and dialogue that keeps in focus the best
foster the spirit of trust, respect and mutual benefit. long-term interests of our shareholders and stakeholders.
MJL Bangladesh PLC.

The MJL Bangladesh Board comprises of members from We procure our base oils only from ExxonMobil Asia
both the public and private sectors, thus adding to the Pacific Pte Limited, who understand the exact and
effectiveness of decision-making. In addition to policy- stringent standards of the oil giant. Thus, our extended
setting and decision-making, they also track progress supply chain also exerts a strong focus on sustainability
on the key deliverables of the management. and manufacture products conforming to all legislations
132

and environmental standards.


Additionally, they enable the company to chart an
accelerated growth journey by providing inputs on Moreover, we also have ongoing supplier assessment
potential new ventures or on fast-tracking growth focusing on environmental and social practices. Through
inorganically in our existing businesses. This is best this, we are able to identify and address potential
exemplified in two major decisions of the Board negative impacts in our supply chain. Our goal is to
in 2022-23, comprising the acquisition of a plot of ensure that all our suppliers adhere to our sustainability
land strategically located in Narayanganj near the standards. Our journey towards a sustainable supply
chain is ongoing, and we are dedicated to continuously
Shitalakshya River, and decision to place order on
monitor, evaluate and improve our practices. By
Daehan, a South Korean ship-building major, for the
reducing our environmental impact and promoting
construction of a 115,000 DWT Aframax oil tanker as
social responsibility, we aim to foster a more sustainable
part of reinforcing the company’s oil tanker business
future for all.
through a second vessel.
Economic impact
During the year in report, the Board also appointed
a Woman Director, Professor Nausheen Rahman, Industry and manufacturing play a vital role in driving
a renowned academic and financial expert, as economic growth at the local, regional and national
Independent Director on the Board of the company. levels. As a company, we actively contribute to this
impact through various means, including creating
Transparency and fairness employment opportunities, both directly and indirectly,
We uphold fair and transparent conduct with the generating spending in the economy, contributing to tax
revenues, and facilitating shared value creation.
highest standards of professionalism, honesty, integrity
and ethics. Any violation of the code is treated seriously, Additionally, our business has a major positive impact
and employees are encouraged to promptly report on critical sectors, such as power plants and the
violations to the management. In compliance with automotive industry, and also in a wide number of other
regulations, we have established a policy to provide a manufacturing and process industries where we supply
mechanism for stakeholders to report concerns about LPG as a fuel of choice, helping substitute other fuels
illegal or unethical practices. We have a strict view on such as natural gas that is scarce and in short supply in
any regulatory deviations or maleficence and this in itself the country. Further, natural gas is a currently subsidized
serves the purpose of preventing any such acts. fuel.

In addition to robust regulatory oversight, we also have We impact the common household too as our lube oil
strong systems and processes in place to detect any products help drive mobility, them being of critical use
potential irregularities, which further acts as a barrier to in motorcycles and scooters, passenger vehicles, trucks
such acts. and buses.

Supply chain Omera LPG delivered in household-compatible


cylinders is also emerging as a fuel of choice as it
At MJL Bangladesh, we understand the importance is safe, convenient and reliable with a high calorific
of sustainability and its impact on the environment value, thereby progressively helping replace harmful
and society, especially from the point of view of the and threat-prone fuels such as kerosene, wood, etc.,
company’s indirect Scope 3 emissions. Thus we ensure that can cause major long-term health impacts due to
ongoing progress in enhancing our supply chain smoke emitted from their burning. Thus, we contribute
sustainability. to public health and safety too through our LPG fuel.
DRIVING PERFORMANCE IN
CHALLENGING TIMES
MJL Bangladesh PLC.

HISTORICAL
FINANCIAL DATA
134

Operating performance
Figures are in Tk million except ratios

2018-19 2019-20 2020-21 2021-22 2022-23

Revenue from operations 20,321 18,867 20,367 24,266 30,718

Operating profit 3,592 2,998 3,041 3,280 5,351

Profit before tax 3,058 2,596 3,289 2,150 6,444

EBITDA 5,134 4,964 5,383 4,615 6,747

Net profit after tax 2,108 1,845 2,497 1,883 2,769

Earnings per share (BDT) 5.87 5.52 7.53 6.36 8.73

Statement of financial position

2018-19 2019-20 2020-21 2021-22 2022-23

Current assets 10,946 10,634 13,009 13,437 14,945

Total assets 32,682 31,706 33,639 35,494 37,196

Property, plant and equipment 20,520 19,622 19,709 21,148 21,233

Net current assets -3,448 -3,783 -1,492 -4,428 -5,164

Long term liabilities 4,960 3,616 4,392 2,740 1,017

Current liabilities 14,394 14,417 14,501 17,866 20,109

Total liabilities 19,354 18,032 18,893 20,605 21,126

Total equity 13,328 13,673 14,746 14,892 16,070

Statement of financial position

2018-19 2019-20 2020-21 2021-22 2022-23

Gross profit ratio 24.05% 22.78% 20.04% 17.75% 20.98%

Current ratio 0.76 0.74 0.90 0.75 0.74

Return on capital employed 20.85% 19.20% 18.84% 19.63% 32.76%

Debt equity ratio 0.91 0.71 0.69 0.80 0.98

*All financial numbers and derivatives have been presented on a consolidated basis to reflect more accurately our
performance as MJLBPLC Group.
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. MJLBPLC contributes positively to socio-economic development by empowering employees
through the payment of salaries and allowance by assisting the regulatory capacities through paying taxes and of
course keeping in mind company’s continuous expansion and growth.

Jul 22 - Jun 23 Jul 21 - Jun 22 Growth


(Taka) % (Taka) % %

Value Addition

Gross Revenue 33,156,355,824 26,416,164,551 25.52%

Purchases of goods and services 23,490,593,421 19,100,123,918 22.99%

Gross Value Added (GVA) 9,665,762,403 100% 7,316,040,633 100% 32.12%

Distribution of Value Addition

Remuneration and other benefits to Employees 728,103,266 7.53% 731,446,678 10.00% -0.46%

Government as Direct and Indirect Tax 2,978,364,411 30.81% 2,810,119,209 38.41% 5.99%

Dividend to Shareholders 1,583,760,135 16.39% 1,583,760,135 21.65% 0.00%

Depreciation 1,149,165,521 11.89% 1,154,343,642 15.78% -0.45%

Value retained in Business 3,226,369,069 33.38% 1,036,370,969 14.17% 211.31%

9,665,762,403 100% 7,316,040,633 100% 32.12%

Number of employees at the end of the year 440 398

Value added per employee 21,967,642 18,382,012 19.51%

Jul 22 - Jun 23 (Consolidated basis) Jul 21 - Jun 22 (Consolidated basis)


7.53% 10.00%
14.17%

33.38%
30.81% 15.78%
38.41%

11.89% 21.65%
16.39%

Remuneration and other Government as direct and Remuneration and other Government as direct and
benefits to Employees indirect Tax benefits to Employees indirect Tax
Dividend to shareholders Depreciation Dividend to shareholders Depreciation
Value retained in Business Value retained in Business
135

*All numbers have been presented on consolidated basis


Annual Report 2022-23
MJL Bangladesh PLC.

MARKET
VALUE-ADDED STATEMENT
136

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 the 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, 2023 and June 30, 2022
Figures are in Tk million

June 30,2023 June 30,2022

Market value of shares outstanding 27,462 29,046

Book value of shares outstanding 14,023 12,846

Market value added 13,439 16,200

Market value of shares outstanding Book value of shares outstanding Market value added
29,046 27,462 12,846 14,023 16,200 13,439

June 30,2022 June 30,2023 June 30,2022 June 30,2023 June 30,2022 June 30,2023

*All numbers have been presented on consolidated basis


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 22 - Jun 23 Jul 21 - Jun 22


Description
(Taka) (Taka)

Operating profit 5,481,086,441 3,673,407,875

Provision for Income Tax 540,426,003 660,155,438

Net Operating Profit After Tax (NOPAT) 4,940,660,438 3,013,252,437

Charges for Capital

Capital Employed 17,086,891,998 17,631,260,243

WACC 6.80% 7.81%

Capital Charges 1,161,806,096 1,377,807,617

Economic Value Added (EVA) 3,778,854,341 1,635,444,820

*All numbers have been presented on consolidated basis

137
Annual Report 2022-23
MJL Bangladesh PLC.

OUR CONTRIBUTION TO
NATIONAL ECONOMY
138

At MJLBPLC, our commitment to acting with integrity We disclose our both direct and indirect tax contributions
and transparency remains core to our approach to to the government, as we believe that it is an important way
Taxation. to demonstrate that it is possible to achieve an effective
balance between meeting stakeholder aspirations and our
As a publicly listed company, we have obligations to a responsibility to the state exchequer.
wide range of stakeholders, which ranges (directly and
Year wise VAT & Tax contribution to the economy (BDT mn)
indirectly) from long-term investment funds to individual
shareholders. These stakeholders seek transparency, 1,666 2,032 2,424 2,810 2,978
ethics and governance, and their core objectives remain
the protection and maximization of their investment.

Furthermore, we believe it is our responsibility to our


society as a whole through the payment of direct and
indirect and, thus, our contribution to public finances.
This we also believe to be a robust practice to secure
sustainable and long-term growth.
2018-19 2019-20 2020-21 2021-22 2022-23

» All numbers have been presented on consolidated basis

Card No. 2023-0101-0306852


BIN 000358969-0101
Name MJL Bangladesh PLC. changed fr
Issue Date 01/07/2023
Expiry Date 30/06/2024

This is to certify that the person is involved in taxable business


and is a compliant taxpayer
FOSTERING RESILIENCE THROUGH
QUALITY GOVERNANCE
MJL Bangladesh PLC.

A FRAMEWORK OF TRUST
THROUGH GOVERNANCE
140

At MJL Bangladesh PLC., 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 Conduct and required to confirm their commitment and
compliance by executing a declaration of compliance
Corporate Governance framework of MJL Bangladesh annually.
PLC. has been developed and enhanced based on
the basic principles and best practices outlined in the Code of Conduct
following:
The Code of Conduct has been prepared to provide
1. Bangladesh Securities and Exchange Commission guidance as well as assist the Board and the
(BSEC) Notification on Corporate Governance;
Management to focus on the roles and responsibilities
2. The Companies Act 1994 and other applicable of Board members and Management to facilitate
regulations of Bangladesh; Dhaka and Chittagong the Board’s and management’s accountability to the
Stock Exchanges Listing Regulations; Company and shareholders as well as ensuring effective
3. Laws of the land; communication between the Board and Management.
Being a publicly listed company, MJL Bangladesh PLC.
4. Standards of Business Conduct, Policies and
has set the scope of the authority in the laws of the
Guidelines of the Company;
country as well as in the Memorandum and Articles
5. Statement of Risk Management; of Association of the company reflecting to maintain
6. Internal Control Systems of the Company; its business operations to the highest standard of the
Corporate Governance. The Board and the Management
7. Statement of Delegated Authorities of the
team are committed to practice strong compliance and
Company; and
transparent business ethics and integrity at all levels of
8. Local and global best practices. internal and external business conduct.

The Board continuously reviews its corporate Board Structure


governance frameworks to ensure its relevance,
effectiveness and sustainability in addressing future Board size and composition
business challenges.
The size of the Board will provide for sufficient diversity
The conduct of all employees of the Company, including among non-employee directors while also facilitating
the Board of Directors, are governed by the Company’s substantive discussions in which each director can
policies, guidelines and Standards of Business Conduct. participate meaningfully. The Board size will be within
Each and every employee, including Directors, is the limits prescribed by applicable laws, which currently
expected to live up to the structure of Business provide that the Board may have no fewer than five and
no more than twenty members. Currently, the Board Managing Director
consists of seven Directors, comprising four Non-
Executive Directors, two Independent Directors and The Managing Director (MD) is appointed by the Board
one Executive Director, who is the Managing Director. in accordance with the Memorandum and Articles of
Association of the Company. The MD of the Company is
Roles of the Board elected by the Board of Directors. Position of Chairman
and MD is filled by different persons. The MD does not
The business and affairs of MJLBPLC are managed by or hold the same position in any other listed company.
under the direction of its Board in accordance with laws
and regulations of the country. The directors’ fiduciary Non-Executive Directors
duty is to exercise their business judgment in the best
All the Non-Executive Directors are nominated by their
interests of MJLBPLC’s shareholders. The Board is
respective institutions except for the Independent
responsible for ensuring that the business activities
Directors. All the Directors bring forth independent
are soundly administered and effectively controlled.
judgment and considerable knowledge to perform their
The Directors keep themselves informed about the
roles effectively. The Board of Directors ensures that
company’s financial position and ensure that its
the Company’s activities are always conducted with
activities, accounts and asset management are subject
adherence to stringent and the highest possible ethical
to adequate control. The Board also ensures that the
standards and in the best interests of all stakeholders.
company’s Policies and Procedures, Codes of Conduct
and Corporate Governance Code are implemented None of the Directors of the Board, except the Managing
and maintained and the Company adheres to generally Director, are involved in the day-to-day operations of
accepted principles for good governance and effective the Company; rather, they provide their valuable insights
control of business activities. The Board is appraised and guidance to the management in the meeting of the
by the presentation on finance, sales, marketing, major Board and its committees.
business segments and operations of the Company and
other matters, as the members require from time to Independent Directors
time. At least one-fifth of the Board will consist of directors
whom the Corporate Governance Code has determined
The Managing Director along with the Company
to be independent. In general, an independent director
Secretary finalizes the agenda papers for the Board
must have no material relationship with MJLBPLC,
meeting in consultation with the other concerned
directly or indirectly, except as a director. The Board
individuals. The minutes of the proceedings of each
will determine independence on the basis of the
Board meeting are maintained in terms of statutory
standards specified in the Corporate Governance Code
provisions. Each Director has a legal duty to act in the
of Bangladesh Securities and Exchange Commission;
best interest of the Company. The Directors, collectively
and other facts and circumstances the Board considers
and individually, are aware of their responsibilities to
relevant.
shareholders and stakeholders for the manner in which
the affairs of the Company are managed. The Board One of the Independent Directors, Prof. Nausheen
sets the Company’s ethics, values and standards and Rahman is a professor of Faculty of Business Studies,
ensures that its obligations to its shareholders and University of Dhaka. She provides guidance in matters
stakeholders are understood and met. applicable to accounting and audit related issues to
ensure compliance and reliable financial reporting.
Chairman
Nomination of Directors
The Chairman is appointed by the Board in accordance
with the Memorandum and Articles of Association of the Non-Executive Directors are nominated by the Sponsor
Company. The Chairman of the Company is elected by shareholders. Recommendation for Independent
141

the Board of Directors from among the non-executive Directors are received from various sources for highly
Directors of the Company. The Board considers the capable and seasoned professionals aligned with the
Annual Report 2022-23

Chairperson being independent. Position of Chairman businesses of the Company and also recommended by
and Managing Director is filled by different persons. nomination and remuneration committee.
MJL Bangladesh PLC.

Election of Directors participation an appropriate expense to be reimbursed


by the Company.
Board of Directors regularly review the size and
composition of the Board and mix of expertise, skills, Board and Committee Meeting
experiences and perspectives that may be desirable to
The Company conducts its Board and Committee
142

permit the Board to execute its functions. The Directors


meetings and records the minutes of the meetings as
are appointed by the shareholders in the Annual General
well as keep required books and records in line with
Meeting (AGM). Managing Director is appointed by the
the provisions of the relevant Bangladesh Secretarial
Board subject to the consent of the shareholders in the
Standards (BSS) as adopted by the Institute of Chartered
Annual General Meeting (AGM). Casual vacancies, if any,
Secretaries of Bangladesh (ICSB) in so far as those
are filled by the Board in accordance with Companies
standards are not inconsistent with any condition of this
Act, 1994.
Code. The Board and its subcommittee meet regularly to
Term limits discharge their duties effectively. Nine Board meetings,
four Audit Committee meetings and two Nomination
The Board believes that experience as an MJLBPLC and Remuneration Committee Meeting were held
Director is a valuable asset, especially in light of the size during the year 2022-23.
and scope of the Company’s operations. Therefore,
directors are not subject to term limits except for the Management Committee
Independent Directors. The tenure of office of an
The responsibility for the day-to-day management of
Independent Director is for a period of 3 (three) years,
the Company relies on the Management Committee.
which may be extended for 1 (one) tenure only. A
In performing this role, the Management Committee
former Independent Director may be considered for
also has responsibility for monitoring the detailed
reappointment for another tenure after a time gap of performance of all aspects of the Company. The
one tenure, i.e., three years from his or her completion Management Committee is chaired by the Managing
of consecutive two tenures i.e., six years. Director and comprises of nine others key senior
executives. The Management Committee, as the
Retirement
Company’s Management Body, is committed to serving
Not less than one third of the whole number of the interest of the Company and ensuring achieving
Directors are persons whose period of office is liable to sustainable growth in the Company value.
determination of at any time by retirement of Directors
Agenda and briefing material
rotation. The Independent Directors are not subject to
retirement by rotation. An agenda for each Board meeting and briefing
materials will, to the extent practicable in light of the
Orientation
timing of matters that require Board attention, be
New directors will receive a comprehensive orientation distributed to each director approximately seven days
from appropriate executives regarding MJLBPLC.’s prior to each meeting. The Managing Director along
business and affairs. with the Company Secretary normally set the agenda
for Board meetings. Any Director may request the
Continuing education inclusion of specific items.

Reviews of aspects of MJLBPLC.’s operations will Meeting attendance


be presented by appropriate executives from time to
time as part of the agenda of regular Board meetings. It is expected that each Director makes every effort to
The Board will also normally conduct an on-site visit attend each Board meeting and each meeting of any
to an MJLBPLC. facility other than the corporate committee on which he or she sits. Board meetings and
headquarters in conjunction with a regular Board attendance during the year ended on June 30, 2023 has
meeting. It is also expected that each director will remain been attached to this annual report as Annexure II.
well informed regarding current developments and best
Confidentiality
practices in corporate governance. In that regard, the
Board considers it desirable that directors participate in The proceedings and deliberations of the Board and its
continuing education opportunities and considers such committees are confidential. Each director will maintain
the confidentiality of information received in connection Financial Reporting and Transparency
with his or her service as a director, including internal
discussions and information on processes of the Board All financial statements are made in accordance
and its Committees. with International Financial Reporting Standards
(IFRS), the Companies Act 1994, the Securities and
Committees Exchange Ordinance and Rules, and other (amended
2020) applicable financial legislations. The financial
The Board will appoint from among its members statements are reviewed by the Department of Finance
committees it determines are necessary or and Planning, Managing Director and Audit Committee
appropriate to conduct its business. Currently, the on a regular basis i.e., quarterly and annual basis.
standing committees of the Board are the Audit External auditors examine the financial statements in
Committee, Executive Committee and Nomination and accordance with International Auditing Standards (IAS)
Remuneration Committee. and in line with the Company’s internal control system.
Finally, the financial statements (both audited and
Committee reports
unaudited) are placed before the Board for their review
The Chair of each Board committee reports to the full and approval.
Board on the activities of his or her committee and any
recommended changes to the committee’s charter.
Internal Controls

The Directors are responsible for instituting a


Annual General Meeting
system of internal controls to ensure the effective
The Board considers the Company’s AGM as the main implementation of all policies and decisions of the
means of communication with the shareholders and Board. The Board ensures that the Directors maintain
welcomes their participation. The Annual General full and effective control of all significant strategic,
Meeting normally takes place within the six months financial, organizational and compliance issues. The
of each fiscal year. Among other things, the Annual Directors have delegated Management Committee
General Meeting decides the adoption of Annual the responsibility of establishing and implementing a
Financial Statements and the Directors’ declaration system of internal control appropriate to the business
in the Directors’ Report, the election of the Board environment in which the Company operates. The
members and the appointment of the Auditors. All Company has an Internal Audit Department headed
shareholders are entitled to attend the AGM, at which by the Head of Internal Audit & Compliance. The
the Board members also remains present. The Board internal control system is maintained and reviewed by
views the AGM as a good opportunity to meet with an internal audit function that operates throughout
its shareholders. All shareholders can ask question the Company and reports to the Management and the
the Chairman, the Committee Chairs and the rest of Audit Committee. The Company operations are also
the Board during the meeting. During the pandemic subject to be reviewed by the Internal Audit Division of
of COVID-19 , Bangladesh Securities and Exchange the Company.
Commission permitted the holding of the Annual
Risk Management
General Meeting through digital platform to vide
directive No. SECSRMIC9-23191 dated March 31, A Risk Management system that operates effectively is
2021 without the physical presence of the Members at imperative for responsible governance. MJLBPLC’s Risk
a common venue. In compliance with the provisions of Management system is tailored to meet the practical
the BSEC directive, the AGM of the Company is being needs of our business, aiming to identify potential
held through digital platform. For details, please refer to risks at an early stage and mitigate or control them
the Notice of the 25th AGM. promptly. You can find more information about our Risk
Management system in the “Risk Management” section
Independent Scrutinizer on page 80 of this annual report.
An Independent Scrutinizer has been appointed
143

Communication with Shareholders


to oversee the e-voting process of the AGM. Their
responsibilities include verifying the authenticity of the MJL Bangladesh PLC. values shareholder engagement
Annual Report 2022-23

votes and preparing a report to be submitted to the and maintains open communication with them
Bangladesh Securities and Exchange Commission. throughout the year, inviting their participation
MJL Bangladesh PLC.

at shareholders’ meetings. The Company shares 4. Appoint MD, CEO and ensure management team
its business, financial position, and earnings with of the highest caliber is in place to manage the
shareholders quarterly, with reports provided in the Company having recommendation of Nomination
form of Quarterly Financial Statements, Half Yearly and Remuneration Committee (NRC).
Financial Statements, and the Annual Report. These are 5. Ensure there is in place a succession planning
144

considered the Company’s primary communication with strategy to replace senior management, when
its shareholders and other stakeholders. Additionally, necessary.
the Company publishes its quarterly and half-yearly
6. Ensure that the Company is adequately capitalized to
results in newspapers. Shareholders receive their
support the risks undertaken and to meet regulatory
Annual Reports in digital format, which are sent to the requirements.
email addresses provided in their beneficial owner (BO)
accounts with the depository. The Company also prints 7. Review the adequacy and integrity of the Company’s
internal control system on a regular basis.
sufficient copies of the Annual Report to fulfill requests
from shareholders who prefer a hard copy. These reports 8. Ensure that there is an effective and satisfactory
are available for collection at the registered office of framework for reporting internal financial controls
the Company or its Investors’ Relation Department and regulatory compliance so that the Board and
by request in writing. Furthermore, the reports can be Management will receive relevant and reliable
accessed on our website at www.mjlbl.com. information on a timely basis.
9. Approval of the audited Financial Statements and
Delegation of authority Directors’ Report;
Responsibility or authority is assigned through the 10. Dividend Declaration for the financial year;
delegation of authority framework. The delegation of
11. Recommendation for appointment of External and
authority framework for the Company is continuously
Corporate Governance Auditors along with their
reviewed and updated as circumstances change to
remuneration;
ensure relevance and applicability.
12. Review of yearly operating performance and
Access to employees providing suggestions for improvement of
operational performance further;
Directors have full access to senior management of the
13. Conducting Annual General Meeting of the
Company and other employees on request to discuss
Company;
the business and affairs of the Company. The Board
expects that there will be regular opportunities for 14. Review and Approval of quarterly unaudited
directors to meet with the CEO and other members of financial statements taking into consideration of
the management in Board and Committee Meetings Audit Committee reviews and recommendations on
and in other formal or informal settings. financial statements.
17. Review and approval of related party transactions;
Roles and responsibilities
18. Review and approval of sanction of Corporate
The board Guarantee as and when required;
1. Review and approve strategic business plans, 19. Approval of appointment/re-appointment of the
financial objectives, major capital and operating Independent Directors of the Company.
budget and matters of policy proposed by senior
management. The Chairman
2. Monitor senior management’s performance to 1. Providing leadership to the Board in matters relating
implement the adopted strategies and provide to the effective execution of all Board responsibilities.
relevant direction and advice where necessary to He or she is expected to spend whatever time
senior management to ensure the achievement of necessary to fulfil his or her duties.
the Company’s objectives.
2. Presiding over Board and General Meetings of the
3. Review and approve performance objectives for Company. He or she is expected to ensure that the
senior management team and monitor senior Board is well informed and effective; that members,
management’s performance on a regular basis to individually and as a group, have the opportunity
ensure high standards of performance. to air differences, explore ideas and generate the
collective views and wisdom necessary for the knowledge and skills to enhance the effectiveness of
proper operation of the Board and the Company. the Board as a team.
Additionally, the Chairman must ensure that General 9. Working with the Board in establishing the
Meetings too are conducted efficiently and that performance criteria and evaluation for the Board,
shareholders have adequate opportunity to air their the various Board Committees, individual Directors,
views and obtain answers to their queries. the MD/CEO and the senior management team.
Within the evaluation framework, the Chairman
3. Providing effective leadership in formulating the
shall encourage regular Board discussions and
strategic direction for the Company and the Board.
He or she has overall responsibilities in the execution assessments of the MD/CEO and the senior
of the strategic, financial and operating plans and management team’s performance.
policies and the annual and long-term business and 10. Promoting effective relationships and open
financial results of the Company. communication between the Board and senior
4. Monitoring workings of the Board especially the management team, in relation to corporate
conduct of Board meeting. This includes work with governance matters and corporate performance.
the Company Secretary to schedule Board and 11. Representing the Company and the collective
Board Committee meetings, liaise with the MD/CEO views of the Board externally and overseeing the
and the Company Secretary on the agenda, ensure public relations, including relations with key clients,
that all relevant issues for the effective running of government officials, other public organizations
the Company’s business are on the agenda and and the public generally. In addition, the Chairman
ensure that Directors receive accurate, timely and is encouraged to use his or her best endeavors to
clear information in particular about the Company’s promote the Company’s business in Bangladesh
performance, to enable the Board to make sound and overseas.
decisions, monitor effectively and provide sensible
advice to achieve the Company’s objectives. 12. Besides, the Chairman may/shall assume any other
responsibility if the Board assigns within the purview
5. Working with the Board in establishing appropriate of the Rules, Regulations, Acts and Articles of the
Board Committee structures including the company
assignment of Directors to Board Committees
and the appointment of Chairman of each Board The Managing Director
Committee and Code of Conduct. The Code
of Conduct should set out matters relating to 1. Liaison between Management and the Board. Work
the authority (in particular whether the Board closely with the Chairman to ensure that Board and
Committee has the authority to act on behalf of Board Committee meetings are focused on the right
the Board or simply has the authority to examine issues, and that information provided to the Board
a particular issue and report back to the Board is timely and complete in order to enable them to
with a recommendation), functions, membership, discharge their responsibilities. Participate in Board
operations and responsibilities of such Board discussions as a director of the Company.
Committees, and other matters that the Board may 2. Developing the long-term vision for the Company,
consider appropriate. guides strategic planning process to develop
6. Ensuring the independence of the Board in and recommend strategic plans to the Board in
discharging its duties. This includes encouraging order to ensure Company’s profitable growth and
Non-Executive Directors of the Board to meet achievement of its business objectives and secure
regularly to deliberate on matters of concern and Board’s approval for the business plan annually.
ensuring that the Board may engage independent 3. The Managing Director is responsible for driving
advisors as required (subject to the proper approval
business operations, leading the development and
process).
execution of the Company’s long-term strategies
7. Ensuring that the Board and individual Directors with a view to create shareholder value.
fully exercise their responsibilities and fully comply
4. Authorizing commitment of corporate resources in
with applicable policies, laws, regulations, rules,
the ordinary course of business in order to pursue
145

directives and guidelines.


the approved strategic plans and objectives of the
Annual Report 2022-23

8. Considering and addressing the development Company provided that major commitments, and
needs of individual directors and the Board as a exposures will be reported to the Board on a regular
whole; maintain the necessary depth and breadth of and timely basis.
MJL Bangladesh PLC.

5. The MD’s leadership role also entails being ultimately Company’s business; (b) using the Company’s
responsible for all day-to-day management property, information, or position for personal gain;
decisions and for implementing the Company’s long and/or (c) competing with the Company for business
and short-term plans. opportunities, provided, however, if the Company’s
disinterested directors determine that the Company
6. The Managing Director acts as a direct liaison
will not pursue an opportunity that relates to the
146

between the Board and Management of the


Company’s business, a director may do so.
Company and communicates to the Board on behalf
of the Management. 10. Directors shall comply, and oversee compliance by
employees, officers and other directors, with laws,
7. The MD also communicates on behalf of the
rules and regulations applicable to the Company,
Company to shareholders, employees, Government
including insider trading laws. The Directors
authorities, other stakeholders and the public. will follow the rules and regulations of Dhaka/
Chittagong Stock Exchanges and that of Bangladesh
The Directors
Securities and Exchange Commission for dealing
1. The members of the Board shall act honestly, in good in the securities of the Company. Directors shall
faith and in the best interests of the shareholders oversee fair dealing by employees and officers with
and the company. the Company’s customers, suppliers, competitors
and employees.
2. The Board members will be obligated to be
independent in judgment and actions and take all 11. Directors should promote ethical behaviour and
reasonable steps to be satisfied as to the soundness take steps to ensure the Company: (a) encourages
of decision taken by the Board of Directors. employees to talk to supervisors, managers and
other appropriate personnel when in doubt about
3. Confidential information acquired by the members
the best course of action in a particular situation; (b)
in the course of exercise of directorial duties shall
encourages employees to report violations of laws,
remain the property of the company and it will be
rules, regulations or the Company’s HR Policies
improper to disclose or allow it to be disclosed,
including Code of Conduct to appropriate personnel;
unless that disclosure has been authorized by the
and (c) informs employees that the Company will
company or legally mandated.
not allow retaliation for reports made in good faith.
4. The members of the Board shall make every effort
12. Directors should communicate any suspected
to attend all Board and Committee Meetings during
violations of this Code promptly to the Chairman
their tenure. They will not absent themselves without
of the Board. Violations will be investigated by the
good reasons or confirming leave of absence.
Board or by a person or persons designated by the
5. Board members having interest of any nature in the Board and appropriate action will be taken in the
agenda of the meeting, shall declare beforehand the event of any violations of the Code.
nature of their interest and withdraw from the room,
13. The Directors will be indemnified against any liability
unless they have a dispensation to speak. incurred by them in defending any civil or criminal
6. Training opportunities/orientation/workshops will proceedings in which judgment is given in their favor
be arranged for the members (especially for the or in which they are acquitted. Indemnification is also
newly inducted members) to make them acquainted permitted where the court grants relief because the
with the international best practices, their fiduciary Director acted honestly and reasonably and ought
obligations, Code of Conduct etc. fairly to be excused.

7. Board Members shall always maintain ‘Fit and Proper 14. Any question on interpretation of any clause in this
Test Criteria’, clean CIB status and other obligations Code or an amendment to any provision of this Code
declared by the Primary and other Regulators. shall be handled only by the Board of Directors.

8. Directors must avoid any conflicts of interest between 15. All Directors shall issue an annual declaration
the director and the Company. Any situation that confirming compliance with this Code. The Annual
involves, or may reasonably be expected to involve, Report of the Company shall carry a certificate to
a conflict of interest with the Company, should be this effect duly signed by the concerned.
disclosed promptly to the Chairman of the Board or
the Chairman of the Audit Committee. Chief Executive Officer

9. Directors are prohibited from: (a) taking for The primary function of the CEO is to direct and
themselves personal opportunities related to the supervise the business and affairs of the Company.
In terms of the financial, business and administrative employees, customers, suppliers, regulators and
authorities vested upon him by the board, the CEO public bodies.
shall discharge his own responsibilities. He shall remain 10. Development and succession to provide the
accountable for achievement of financial and other continuity of leadership required by the Company in
business targets by means of business plan, efficient future.
implementation thereof and prudent administrative and
11. Create a positive work climate that is conducive to
financial management.
attract, retain and motivate top-quality employees
The specific duties and responsibilities of the CEO are at all levels and foster a culture of personal
as follows: accountability in balance with an acceptance of the
importance of teamwork.
1. Take full accountability for the setting and
achievement of the Company’s objectives and 12. Together with the management team, identify
one-year budgetary targets for all key performance strategic opportunities for the company, including
indicators. Successfully implement the business strategic collaboration, alliances, mergers,
and operational plans of the company including acquisitions and dispositions and pursue and
ensuring that resource allocation is correct, day negotiate the same. Besides, the CEO may/shall
to-day operations run effectively and that financial assume any other responsibility if the Board assigns
monitors and controls are in place to measure within the purview of the Rules, Regulations, Acts
progress towards stated efficiency and productivity and Articles of the Bank.
goals.
Chief Financial Officer
2. Review and report regularly to the Board on the
overall progress and results against operating and CFO of the company has to be a graduate from
financial objectives and initiate courses of action for a recognized university or equivalent, having at
improvement. least 5 years experiences in handling financial and
corporate affairs of a listed company and member
3. Continuously collect and analyze information on the
of recognized body of professional accountants.
current business and economic climate and trends,
and on conditions in markets, technologies, products CFO is responsible to prepare financial statements,
and people which may present risk or opportunity to budgets, operational reporting and interpreting,
the Company. evaluating operating results, establishing internal
control procedures to safe-guard company’s assets.
4. Ensure that this intelligence is communicated
CFO presents the financial position relating to the
appropriately and influences the company’s short-
period which has been over, and the period which
term behavior and long-term directions. Foster a
culture which enables the company to respond to has to come that is the financial position attained
new developments. and the financial projection i.e., where the company
will be. Therefore, CFO plays a very important role
5. Ensure that processes and systems are in place to
as he controls the reflection of performance, which is
enable the CEO to keep the Board fully informed
reported to different authorities and the organization
on all material undertakings and activities of
is assessed by them, and he must perform his job with
the Company and any material external factors
emanating from industry, financial markets, professional competency and integrity, so that the
governments and regulators. financial statements give credible information to its
users. The corporate governance code provides the
6. Ensure effective disclosure policy, internal controls
regulations and opportunity to do this.
and risk management systems are in place.
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
meetings, any issue with financial implications is being
8. Act as the principal spokesperson for the Company
discussed, the person likely to be most in command
for the financial and investment community and
of these implication is on the spot and immediately
147

shareholders.
available for questions.
9. Ensure effective communications and appropriate
Annual Report 2022-23

relationships are maintained with all stakeholders, In order to strengthen and formalize corporate decision-
including shareholders, the Board, management, making process, significant issues are required to be
MJL Bangladesh PLC.

placed for the information, consideration and decision Internal and external reporting
of the boards of directors by the CFO. These are:
CFO has extensive responsibilities for internal and
1. Annual business plans, cash flow projection,
external reporting. All the information required for
forecasts and long-term plans.
decision-making by the Board of Directors, Managing
2. Budgets include capital, manpower and overhead
148

Director and Chief Executive Officer is processed


budgets along with variance analysis. and furnished by the CFO. Apart from this, external
3. Quarterly operating results of the company as a reporting requirement is fulfilled by CFO, the accounts
whole and in terms of its operating divisions or and financial statements are signed by the CFO before
business segments. they are sent to concerned authorities.

4. Details of joint ventures or collaboration agreements Head of internal audit & control
or agreements with distributors, agents, etc.
5. Default in payment of principal and/or interest, Head of Internal Audit & Control must be professionally
including penalties on late payments and other qualified and suitably experienced and member of
dues, to a creditor, bank or financial institution, or recognized body of professional accountants. Head
default in payment of public deposit. of Internal Audit & Control is widely responsible to
examine and evaluate Company’s financial and internal
6. Failure to recover material amounts of loans,
control systems, management procedures to ensure
advances, and deposits made by the company,
including trade debts and inter-corporate finances. that records are accurate and controls are adequate to
protect against fraud and waste. He plays an important
7. Significant public or product liability claims likely to be role to appraise company operations, evaluating its
made against the company, including any adverse
efficiency, effectiveness, and compliance with corporate
judgment or order made on the conduct of the
policies and procedures, laws, and government
company.
regulations. He is also responsible to submit reports
Responsibilities towards shareholders to management on how well accounting policies are
working and where changes should be made.
CFO is required to provide all the necessary data to be
1. The main responsibilities of the Head of internal
presented in the Director’s Report. For this purpose,
Audit & Control is to carry out an independent
CFO must ensure the following:
appraisal of the effectiveness of the policies,
» The financial statement, prepared by the procedures and standards by which the Company’s
management of company, present fairly its states of financial, physical and information resources are
affairs, the results of its operation, cash flows and managed. Ensure an independent audit mechanism
changes in equities. to monitor the effectiveness of the organizational
and procedural controls. Examine and evaluate the
» Proper books of accounts of the company have
financial system of the Company to ensure that it is
been maintained.
being run efficiently and economically.
» Appropriate accounting policies have been
2. Examine and evaluate the adequacy and
consistently applied in preparation in financial
effectiveness of the organization’s governance, risk
statements and accounting estimates are based on
management process, system of internal control
reasonable and prudent judgment.
structure and the quality of performance to achieve
» International accounting standards, as applicable in the company goals and objectives.
Bangladesh, have been followed in preparation of
3. Reviewing the reliability and integrity of financial
financial statements and any departure there from
and operating information and the means to identify
has been adequately disclosed.
measure, classify and report such information.
» The system of internal control is sound in design and
4. Review the systems established to ensure
has been effectively implemented and monitored.
compliance with those policies, plans, procedures,
» There are no significant doubts upon the laws and regulations which could have a significant
company’s ability to continue as going concern. impact on operations and reports and whether the
» There has been no material departure from the best company is in compliance.
practice of corporate governance as detailed in the 5. Review specific operations at the request of the
listing regulations. Audit Committee or management, as appropriate.
6. Monitor and evaluate the effectiveness of the appointment of the company secretary is a matter for
organization’s risk management system. the board approval as a whole and his/her removal is
7. Reviewing the quality of performance of external also a decision of the board.
auditors and the degree of coordination with
The Company Secretary is responsible for:
internal audit.
1. Performs as the bridge between the Board,
8. Review the internal control statement by the senior
Management and Shareholders on strategic and
management used by the external auditor for audit
statutory decisions and directions.
planning.
2. Acts as a quality assurance representative in all
9. Prepare the audit plan on annual basis to cover all key information streams towards the Shareholders/Board.
functions based on risk rating subject to approval by
Audit Committee. Leading the comprehensive and 3. Is responsible for ensuring that appropriate Board
risk-based teams to perform audit checks across procedures are followed and advises the Board on
different sections and conduct physical audit based on Corporate Governance matters.
the audit plan. Prepare reports through compilation of
Company Secretary acts as the Disclosure Officer of
findings and recommendations thereon and advising
management of appropriate remedial action. the Company and monitors the compliance of the Acts,
rules, regulations, notifications, guidelines, orders/
10. Responsible for monitoring/reviews and surveillance, directives, etc. issued by BSEC or Stock Exchange(s)
identifying the corrective course of action to
applicable to the conduct of the business activities
management. The significant deficiencies identified
of the Company so as to protect the interests of the
by the audit team should be reported to the board on
investors and other stakeholders.
a periodic basis. The Audit Committee of the board
should be the cell to whom such report should be 1. Support the chairperson in the smooth functioning of
forwarded for review. Contribute to the overall work the Board. Receive agenda items from other Directors/
of the Internal Audit department with respect to staff and ensure appropriate agenda items are tabled
implementation of policies and procedures. at Board meetings. This is done in consultation with
the Chief Executive and the Chair who is responsible
11. The deficiencies identified during the audits should
for preparing Board meeting agendas.
be notified to the appropriate level and significant
audit findings should be reported to the Managing 2. The company secretary is closely involved in preparing
Director level. At the end of the year there should be the schedule of board and committee meetings for the
a summary report on the audit findings and corrective year. The company secretary prepares the agendas for
actions taken which should be forwarded to the Audit these meetings in conjunction with the chairperson
Committee of the board and the Managing Director. and key executives. The company secretary should
ensure that information is dispatched timorously to
12. Monitoring and evaluating the effectiveness of the all directors to enable them to prepare adequately
organization’s risk management system. for these meetings. The company secretary takes the
13. Reviewing the quality of performance of external minutes of these meetings and should ensure that
auditors and the degree of coordination with they are distributed as soon as possible thereafter
internal audit. to aid directors in implementing the decisions. He/
She confirms that Annual General Meetings (AGMs)
Assumes any other responsibilities when deemed and Extraordinary General Meetings (EGMs) are run
necessary and/or advised by the competent authority. effectively. This includes checking that a quorum is
Also accountable for adherence to Company policies present. Also make sure that agendas and minutes of
and procedures. Board Meeting, AGMs and EGMs are circulated timely.
3. The company secretary must ensure that the
Company secretary directors and management operate within an
authority framework approved by the board and
The Company Secretary is responsible for ensuring
reviewed and updated from time to time.
the compliance of the company in relation to financial
and legal practices, as well as issues of corporate 4. Maintain strict confidentiality of information,
149

governance. He/She acts as a point of communication manage situations like conflict of interest, identify
problems and implement or recommend solutions.
Annual Report 2022-23

between the management, board of directors, company


shareholders, reporting in a timely and accurate manner 5. Maintain liaison with various corporate bodies
on company procedures and developments. The Chambers/other bodies, Regulators.
MJL Bangladesh PLC.

DIVIDEND DISTRIBUTION
POLICY
150

1. Introduction declared at a rate higher than the average dividend


declared by the Company during the immediately
This policy, known as the “Dividend Distribution Policy of
preceding three financial years. In case no final
MJL Bangladesh Limited”, have been formulated in line
dividend is declared, interim dividend paid during
with the Directive no. BSEC/CMMRRCD/2021-386/03
the year, if any, will be regarded as final dividend in
dated 14 January 2021 of Bangladesh Securities and
the Annual General Meeting.
Exchange Commission (BSEC) on dividend distribution
and management of all listed companies in Bangladesh. 4.2 Final dividend: Subject to approval of shareholders
2. Purpose in Annual General Meeting, the Board of the
Company may recommend quantum of final
The objective of the Policy is to set standard procedures/ dividend payable to shareholders in its meeting in
guidelines to be followed by the Board of Directors line with BSEC regulation, based on the audited
in deciding/recommending the amount of dividend financial statements.
(interim and/or final) per share. A dividend policy
defines the proportion of dividend to be declared and 4.3 Special dividend: The Board of Directors may
paid and the amount of profit to be kept as retained additionally recommend a Special Dividend in
earnings. Retained earnings are an important source of special circumstances subject to the approval of
internal finance for long term growth of the company the Shareholders.
while dividend payout reduces the available cash funds
of company. The objective of the Dividend Distribution 4.4 Form and mode of dividend: The dividend shall
Policy of the Company is to reward its shareholders by be paid either in cash or in stock. Cash dividend
sharing a portion of the profits/earnings against their shall be paid through BEFTN or dividend warrant
investments while also ensuring that enough funds are or through use of any electronic mode of payment
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 of
give prior intimation as per BSEC regulation.
the Company.
4.6 Record date or date of closure of transfer books:
3. Authority
The Company shall intimate/announce (at least
Shareholders for making final approval, Board of Directors seven working days in advance, excluding the
for making approval of interim and recommending the date of the intimation and the record date/dates
final dividend and lastly Management for distributing of closure of its transfer books) the record date/
and ensuring compliances. dates of closure of its transfer books to the stock
exchange(s) for the purpose of declaration of
4. Forms of dividend
dividend.
4.1 Interim Dividend: The Board of Directors may
4.7 Provisions with regard to dividend distribution:
declare Interim Dividend at its absolute discretion
in line with this Policy, based on profits earned as Subject to the provisions of the Act and BSEC
per quarterly (or half- yearly) financial statements. Regulations and Memorandum and Articles
In case the Company has incurred loss during the of Association of the Company and the terms
current financial year up to the end of the quarter & conditions of the issue of securities by the
immediately preceding the date of declaration of Company, the Company may pay dividend in
interim dividend, such interim dividend shall not be proportion to the amount paid up on each share.
5. Provision with regard to dividend namely:-
distribution
a) The total amount to be drawn from such
5.1 Tax: Applicable tax laws and rule of Bangladesh will accumulated profits shall first be utilized to set
be applicable at the time of dividend distribution. off the current year’s loss of the Company as per
Audited Financial Statements of the Company and
5.2 Transfer to the reserves: The Company may at the remaining amount, if any, can then be distributed
time of declaration of any dividend in any financial to the Shareholders.
year transfer such percentage of its profit for that
financial year, as it may consider appropriate, to b) But in any case, the dividend amount should not
the reserve fund of the Company in accordance be more than the last year’s declared dividend
with the relevant provisions of the Act. amount. The balance if any will be kept as reserve.

6. Utilization of profit and retained earnings c) This above provision can also be over ridden by the
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 of This Dividend Distribution Policy shall be published on
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 10.1 This Policy will be revised/amended in accordance
financial parameters enumerated herein above. with the guidelines issued by Bangladesh
Securities and Exchange Commission or such
Board of directors recommend dividend and other regulatory authority as may be authorized,
shareholders of the company approve it in AGM, but no from time to time, on the subject matter.
dividend shall be exceeded the amount recommended
10.2 The Company reserves its right to alter, modify,
by the Board.
add, delete or amend any of the provisions of this
7. Circumstances under which shareholders Policy.
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 and
Company incurs losses.
Exchange Commission. This Policy does not constitute
8. Declaration of dividend in case of a commitment regarding the future dividends of the
inadequacy or absence of profits in any Company, but only represents a general guidance
financial year regarding dividend policy. The statement of the Policy
does not in any way restrict the right of the Board
Subject to the relevant provisions of the Act , in the to use its discretion in the recommendation of the
event of inadequacy or absence of profits in any year, dividend to be distributed in the year and the Board
the Company may declare dividend out of free reserves reserves the right to depart from the policy as and when
subject to the fulfillment of the following conditions, circumstances so warranted.
151
Annual Report 2022-23
MJL Bangladesh PLC.

SUMMARIZED STATEMENT OF
UNPAID OR UNCLAIMED DIVIDEND
152

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 & stock dividend remained unpaid or unclaimed in a
summarized manner.

Cash Dividend Figures are in BDT

Payment made
Sl. Year 30 June 2023 30 June 2022
during the year
1 Dividend Payable-Equity Share up to 2010 NIL NIL -
2 Dividend Payable-Equity Share-2011 NIL NIL -
3 Dividend Payable - 2012 NIL NIL -
4 Dividend Payable - 2013 NIL NIL -
5 Dividend Payable - 2014 NIL NIL -
6 Dividend Payable - 2015 NIL NIL -
7 Dividend Payable - 2016-17 NIL NIL -
8 Dividend Payable - 2017-18 NIL NIL -
9 Dividend Payable - 2018-19 NIL 5,991,660.35 Transferred to CMSF
10 Dividend Payable - 2019-20 6,684,125.69 6,803,571.25 119,445.56
11 Dividend Payable - 2020-21 7,882,861.99 8,295,873.55 413,011.56
12 Dividend Payable - 2021-22 5,895,715.75 - 1,577,864,419.25
Total 20,462,703.43 21,091,105.15

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 amounting to Tk. 6,054,956.44 (Six Million Fifty Four Thousand Nine Hundred Fifty Six & Paisa Forty Four
only) for the period of 2018-2019 to the bank A/C of Investment Corporation of Bangladesh (ICB) on 17 January 2023.

Stock Dividend In Units


Sl. Year 30 June 2023 30 June 2022 Remarks
1 Bonus 2010 (Including IPO Closure) - -
2 Bonus 2011 - - Unpaid all Bonus
3 Bonus 2014 - - Shares have been
4 Bonus 2015-16 - - transferred to ICB on
5 Bonus 2017-18 - - 11 January 2022
Total - -

Ageing Analysis as on 30.06.2023 In Units

Sl. Year Cash Dividend (in BDT) Stock Dividend (in Units)
1 Less than 3 years (2019-20, 2020-21 and 2021-22) 20,462,703.43 NIL
2 More than 3 years (before 2019-20) NIL NIL
Total 20,462,703.43 NIL
COMMITTEES
1. BOARD COMMITTEES
1.1 Audit Committee

Chairman Member Secretary Members


Prof. Nausheen Rahman Md. Rokibul Kabir Tanjil Chowdhury
G.M. Khurshid Alam

1.2 Nomination and Remuneration Committee

Chairman Member Secretary Members


G.M. Khurshid Alam Md. Rokibul Kabir Tanjil Chowdhury
Abdul-Muyeed Chowdhury

1.3 Executive Committee

Chairman Member Secretary Members


G.M. Khurshid Alam Md. Rokibul Kabir Tanjil Chowdhury
Md. Gias Uddin Ansary

2. MANAGEMENT COMMITTEES
2.1 Management Committee

Chairman Member Secretary Members


Azam J Chowdhury Md. Akramul Hoque M. Mukul Hossain
Eng. Salah Uddin Ahmed
Engr. Md. Shahin Alom
Nagma Mahmood
Shafquat Mahmud Fahmi
Mohammad Amin-Ur-Rashid
Md. Mohasin Ali Mondal
Partha Sharathi Bhowmik
Md. Zamiur Rahman

2.2 Product Quality Committee

Chairman Vice Chairman Member Secretary Members


Azam J Chowdhury M. Mukul Hossain Md. Akramul Hoque Eng. Salah Uddin
Ahmed
153

Md. Monirul Islam


Annual Report 2022-23
MJL Bangladesh PLC.

2.3 Purchase Committee

Chairman Member
M. Mukul Hossain Md. Zamiur Rahman
154

2.4 Risk Management Committee

Chairman Member Secretary Members


Foyed Ahmed, FCA (ICAB), Md. Zamiur Rahman Shafquat Mahmud Fahmi
ACA (England & Wales) Md. Monirul Islam
Md. Akramul Hoque

2.5 Compliance Audit Committee

Management Representative Member Secretary Members


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

2.6 Business Continuity Planning (BCP) Core Committee

BCP Sponsor BCP Coordinator Members


M. Mukul Hossain Shafquat Mahmud Fahmi Eng. Salah Uddin Ahmed
Md. Monirul Islam
Foyed Ahmed, FCA (ICAB),
ACA (England & Wales)
DIRECTORS’
REPORT
Dear Valued Shareholders of MJL Bangladesh PLC., World Economic Overview
The Board of Directors of the Company are privileged A rocky recovery
to present the Audited Statement of Financial Position,
Statement of Profit or Loss & Other Comprehensive The fiscal year 2022-23 will go down in history as the year
Income, Statement of Cash Flows, and Statement of of paradoxes. The waning of the virulent disease coincided
Changes in Equity for the financial year ended June with a major unplanned occurrence in the form of the
30, 2023, together with the Auditor’s Report, for your Russia-Ukraine war, which has subsequently morphed into
valued consideration. a major worldwide geopolitical confrontation. Following
escalation on the Taiwan/Korean peninsula and Palestine/
We are committed to deliver value to our esteemed
Israel borders, global energy and commodity prices have
shareholders and stakeholders and during the year in
review we remained committed to this ideal, focusing become even more volatile.
on managing our day-to-day business with excellence As per the International Monetary Fund (IMF), global
and ensuring ongoing improvement, while also economic growth is expected to decline from 3.4% in
strengthening the foundation for future growth. 2022 to 2.8% in 2023, before settling at 3.0% in 2024.
We assure our esteemed shareholders that we are Advanced economies (AEs) are expected to witness an
doing everything possible to realize the full value of our especially pronounced growth slowdown, from 2.7%
company and though we have a legacy of many years in 2022 to 1.3% in 2023 (CY). Global headline inflation
now, we still operate with the same mindset – that of is set to moderate from 8.7% in 2022 to 7.0% in 2023
being dynamic, responsive, agile and resilient to capture due to lower commodity prices, yet underlying (core)
opportunity and deliver sustainable growth and long- inflation is likely to decline more slowly. Inflation’s return
term value. to target seems unlikely before 2025 in most cases.

Overview of the World Economic Outlook Projections (per cent change, unless noted otherwise)
2022 2023 (P) 2024 (P)
World Output 3.4 2.8 3.0
Advanced economies 2.7 1.3 1.4
- United States 2.1 1.6 1.1
- Euro Area 3.5 0.8 1.4
- Japan 1.1 1.3 1.0
- United Kingdom 4.0 -0.3 1.0
- Canada 3.4 1.5 1.5
- Other Advanced Economies 2.6 1.8 2.2
Emerging Market and Developing Economies 4.0 3.9 4.2
- Emerging and Developing Asia 4.4 5.3 5.1
• China 3.0 5.2 4.5
• India 6.8 5.9 6.3
• ASEAN-5 5.5 4.5 4.6
Middle East and North Africa 5.3 3.1 3.4
Emerging Market and Middle-Income Economies 3.9 3.9 4.0
Source: IMF staff estimates in April 2023 WEO
155

The global economy is at a highly uncertain juncture, with the cumulative effects of the past three years of adverse
Annual Report 2022-23

shocks, most notably the COVID-19 pandemic and Russia’s invasion of Ukraine manifesting in unforeseen ways.
Additionally, the recent Israel-Hamas conflict has further complicated the geopolitical challenges and has added to
economic uncertainty, while heightening tensions.
MJL Bangladesh PLC.

Spurred by pent-up demand, lingering supply disruptions the country’s GDP by 1.2-1.3%. Megaprojects including
and commodity price spikes, inflation reached multi- the partially operationalized Dhaka Metro, the Padma
decade highs last year in many economies, pushing Bridge Rail Link, the Rooppur Nuclear Power Plant that
central banks to tighten monetary policy aggressively is soon to commence operations, the Dhaka Elevated
to bring inflation back towards their targets and keep Expressway, and the Matarbari Deep Sea Port, among
156

expectations anchored. Required to put inflation on a others, will also contribute to the rapid transformation
downward path, an inadvertent consequence was the of the nation, ensuring infra-led economic growth that
rapid rise in interest rates and slowing of economic is vital for a developing nation.
activity. Besides, supervisory and regulatory gaps and
materialization of bank-specific risks contributed to Bangladesh’s macroeconomic conditions have improved
stresses in parts of the financial system, raising financial significantly in the last ten years, thanks to a decade of
stability concerns. continuously strong economic growth, which witnessed
GDP growth surpass 7% in FY2015-16 and reach a
The major forces that affected the world in 2022
historic 8% in FY2018-19. Even though the COVID
comprising central banks’ tight monetary stances to
pandemic caused the growth rate to drop to 3.45%
allay inflation, limited fiscal buffers to absorb shocks
in FY2019-20, the economy demonstrated its famed
amid historically high debt levels, commodity price
resilience and adaptability by rebounding to post an
spikes and geo-economic fragmentation with Russia
expansion of 6.94% in FY2020-21, a period during which
locking in a war with Ukraine and China’s economic
the world was still reeling by the impacts of the pandemic.
challenges, especially the trouble brewing in its real
estate industry, seem likely to continue well into 2024. GDP growth of Bangladesh stood at 6.03% in FY2022-
23, according to the provisional estimate of Bangladesh
These forces are also now being overlaid by new
Bureau of Statistics (BBS). This is one of the world’s fastest
financial stability concerns. A hard landing, particularly
rates of economic development, and it is astonishing that
for advanced economies, has become a much larger
risk. Policymakers may face difficult trade-offs to bring a small nation with a population of around 170 million
sticky inflation down and maintain growth while also people has pulled off such a growth miracle.
preserving financial stability.

Bangladesh Economic Analysis


Resilient amidst the challenges
GDP growth triggers
With the government’s skillful and coordinated handling
of the economy and finances, Bangladesh has avoided
» Large domestic economy with 170
the COVID-triggered crisis. As a result, the nation has million+ people
resumed its previous growth trajectory.
» Government commitment to business
With the facilitation of the IMF’s US$ 4.5 billion support reform and trade facilitation
package, wise policy decisions, and the announcement
of a clear course of action through the 2041 Smart
Bangladesh Vision, the government led by Hon’ble
PM Sheikh Hasina has made every effort to shield
the domestic economy from external challenges,
ensure rapid social and economic transformation, Growth challenges
and withdraw Bangladesh from the list of the least
developed countries (LDCs) by 2026. » Upcoming general elections that may
cause temporary disruptions
It is admirable that the government is focusing on
» Elevated inflation levels
infrastructure. For instance, the US$ 4 billion Padma
Bridge, Bangladesh’s longest bridge at nearly 6 » Dampened consumer sentiment with
kilometres, is a state-funded megaproject that is lower discretional spends
predicted to favourably impact the SDGs and increase
The Medium-Term Macroeconomic Framework declined by about 20%, which is quite steep that led to
(MTMF) has envisaged GDP growth to pick up to 8% significant pressures especially on the smaller operators.
in FY2025-26. MJL Bangladesh PLC. performed commendably in this
regard, with volume decline contained to 7%, much
Inflation lower than the industry.
Inflation, a major headline indicator of the past few
Due to the COVID-19 outbreak, nationwide lockdowns
quarters, has been primarily caused by the easy
worldwide, disruption in manufacturing activities and
monetary policy of central banks during COVID.
supply chains, and production halts negatively impacted
Though having subsided recently due to targeted policy
the market in 2020 and 2021, with the challenges
measures, inflation has elevated commodity prices such
continuing to this day in varying degree. However,
that it has triggered a cost-of-living challenge in many
the conditions started recovering in 2022 onwards,
parts of the world, including Bangladesh.
restoring the market’s growth trajectory.
In Bangladesh, inflation at the end of June 23 stood at
In the short term, some of the major factors, such as
9.74%, much higher than the set target of 7.50%.
growing demand from the power generation industry,
Economic roadmap increasing activities of metalworking and metallurgy,
and increasing demand from the automotive and RMG
The Asian Development Bank (ADB) has projected industries, are expected to drive the market forward.
Bangladesh’s GDP to grow by 6.5% in FY2023-24. A Conversely, low adoption rates of synthetic lubricants
slower growth forecast reflects subdued domestic are expected to hinder the market’s growth. Yet,
demand and weaker export expansion due to lackluster the same also comprises a long-term opportunity as
global growth following the Russian invasion of Ukraine adoption rates would increase in due course of time.
and the aftereffects of the pandemic. However, the
government’s judicious economic management against The automotive and transportation segments are also
external challenges and sustained reform will be key to some of the other dominant sectors of the market and
maintain the nation’s economic momentum over the are expected to grow during the forecast period, similar
short to medium-term. to the growth prospects in the power plant industry.

Evaluation of Bangladesh’s Lube Due to their inherent versatility, lubricants are used in
automotive applications, such as engine, brake systems,
Oil Industry fuel systems, transmission manufacturing, steering
Challenges abound, yet long-term prospects systems, exhaust systems, and many more. Lubricants
are bright in automobiles reduce friction by creating a thin layer
or film between the moving parts. Shock absorption
Bangladesh’s lubricant oil industry, similar to elsewhere during heavy loads and contaminants absorption are
in the world, is suffering from a challenging period due to some advantages that ensure peak performance of
significant demand slowdown for the organized players the vehicle. Further, lubricants in marine transportation
triggered by two factors – one, general economic are used to dissipate heat, reduce friction and combat
slowdown, and two, shift in share from the organized to wear and tear between the surfaces of two moving
the unorganized market operators. components. Additionally, lubricants help thwart
corrosion and rust in the engine.
There remained significant inflation pressures for the
public that prompted a downshift to cheaper lube Due to the rapid growth in the country’s sales of motor
oil varieties; further, postponement of purchases vehicles (both locally built and imported), engine oil
was also witnessed during the year. However, the demand has constantly shown an upward trajectory in
organized players in the market tried to claw back recent years. Challenges related to public transportation,
through promoting the superiority and relevance of increased disposable income and wide product choice
their products, while also offering select promotions
157

have been key contributors to demand for vehicles


and discounts. Notably, their financial wherewithal is seeing an uptick in recent years in the country.
considerable to be able to sustain a competitive price
Annual Report 2022-23

environment that other operators may not have. Overall, In 2021, 445,030 vehicles were registered, according
in financial year 2022-23, Bangladesh’s lube oil market to the Bangladesh Road Transport Authority (BRTA).
MJL Bangladesh PLC.

Sedans or private cars accounted for over 37% of » Shift in share from the unorganised to the organised
passenger vehicle registrations during the year, with players as consumers become more aware of the
16,049 units registered. Bangladesh is also anticipating quality of oil getting into their assets/equipment
growth in the aviation market, with the population » Growth in economic and social mobility, which is a
increasing and the use of the aerial route for traveling fundamental part of any economy
158

increasing gradually, owing to the growing middle-class


» Sustained demand from the power plant industry as
income. Increasing air travel rates in the country are, in
energy is fundamental for economic growth
turn, supporting mobility and hence the demand for
lube oils. » Greater propensity amongst dealers and small shop
owners to sell quality lube oil products for their own
As per data published by BRTA, private passenger benefit of customer retention
vehicle registrations increased significantly from 16,049
in 2021 to 12,100 by August 2022, whereas for buses, Thus, considering the abovementioned factors, the long-
the count increased from 1,517 in 2021 to 1,705 till term prospects of lube oils in Bangladesh are bright.
August 2022. The transportation market by bus is
Source: https://www.mordorintelligence.com/industry-
relatively subdued owing to curtailed inter-city travel as
reports/bangladesh-lubricants-market
people face income pressures and are also them being
habituated to virtual meetings that negate the necessity Our performance
for travel. However, this segment will pick up as personal
and trade-related mobility increases over time. Our standalone revenues for 2022–2023 climbed by 22%
to BDT 11,292 million from BDT 9,261 million realized
Owing to all the above factors, the demand for the year before. We were able to retain our revenues
lubricants is expected to grow in Bangladesh over the throughout the year thanks in part to our diverse company
period of 2023-2027. profile, breadth and quality of our product line, excellent
risk management procedures, and sound experience in
Lube oils have witnessed uptake due to growing
harnessing positives while navigating out of a challenging
demand from the power generation sector of the
business environment. Our manufacturing, trade, and oil
country. In power generation, lubricants are used to
tanker divisions each contributed 39.82%, 40.43% and
reduce wear and tear and friction between the moving
parts of the equipment and machinery involved in 19.74% of the company’s standalone revenues for the
generating electricity. They are thus critical in equipment year, under our business categories.
performance and serve a fundamental public need for In comparison to BDT 6,267 million in the years prior,
energy.
the cost of goods sold climbed by 19% to BDT 7,437
According to International Trade Administration, the million in 2022–23 on a standalone basis. Additionally,
electricity demand in Bangladesh is projected to reach the Company’s standalone gross profit increased by
50,000 MW by 2041. About 8-10% of the country’s 29% to BDT 3,855 million in 2022–2023. When the
current electrical power comes from coal. The country simultaneous effects of rising raw material prices and
is set to increase its coal-based power generation fluctuating foreign exchange rates were taken into
capacity to ensure supply security. Moreover, depleting account, our standalone net profit after tax climbed
gas reserves have also prompted power plant operators by 24% to BDT 2,702 million throughout the year. Our
to shift to more dependable fuel sources such as coal. standalone earnings per share increased along with our
Besides, the current share of renewable energy in the net profit growth, and in 2022–23 they were BDT 8.53
overall energy pie is miniscule, which indicates that as opposed to BDT 6.91 in the prior reporting period.
renewable energy catching up will take time. Till such
Our market capitalization stood at BDT 27,462 million
period, conventional energy will be required to power
at the end of June 30, 2023.
Bangladesh’s economic growth.
Parent/Subsidiary/Associated Companies
Some of the key demand drivers of lube oils in
Bangladesh are summarised below: MJL Bangladesh PLC. is a Public Limited company listed
» Low per capita car ownership that will eventually rise on the Dhaka and Chittagong Stock Exchanges. The
to catch up to standards as the country’s economic major shareholders of the company are EC Securities
profile transforms over time Limited and Jamuna Oil Company Limited owning
52.062% and 19.454% stakes respectively. The rest of Bangladesh Financial Reporting Standards, as
the shares are owned by general public. applicable in Bangladesh, have been followed in
preparation of the financial statements and any
MJL Bangladesh PLC. is the parent company of Omera
departure there from has been adequately disclosed.
Petroleum Ltd (OPL) and Omera Cylinders Ltd (OCL).
MJL Bangladesh PLC. also formed an associate e. The system of internal control is sound in design and
company incorporated in Singapore by the name of has been effectively implemented and monitored.
MJL (S) PTE LTD on May 18, 2016. Its principal activities
f. There are no significant doubts upon the issuer
being wholesale of solid, liquid and gaseous fuels and
company’s ability as a going concern.
related products. It is operating as a trading arm of MJL
Bangladesh PLC. and Omera Petroluem Limited. Management discussion and analysis
Related Party Transaction Management’s Discussion and Analysis signed by CEO
and Head of Finance & Planning presenting detailed
A statement on related party transactions is shown in
analysis of the company’s position and operations
page no. 229 of this annual report
along with a brief discussion of changes in the financial
Protection of Minority Shareholder statements is given in page no. 54-64 of this annual
report.
MJL Bangladesh PLC. always aims to strike a proper
balance between the rights and interest of majority and Certification by CEO and Head of Finance &
minority shareholders. To protect the interest of minority Planning
shareholders the company has some effective means like
representation of minority shareholders on Board, minority The certification of the CEO and Head of Finance &
shareholders’ contract in the form of put option, effective Planning to the Board on the correctness and fair
representation of independent directors on Board, presentation of financial statement is shown in page no.
redressal of investors’ complaints shown in the page no. 169 of this annual report.
189 of this report, internal appraisal in the form of internal
Reporting and Compliance of Corporate
audit and compliance, ISO certification, standard business
Governance Code
policies, process and procedure to support business
decisions in the larger interest of the company as a whole. The Company obtained a certificate of compliance
regarding corporate governance from Hussain Forhad
Corporate and financial reporting framework
and Co. Chartered Accountants. The certificate of
The members of the board, in accordance with the compliance and compliance report are shown in page
Bangladesh Securities and Exchange Commission’s no. 170 of this annual report.
Notification no: BSEC/CMRRCD/2006-158/207/
Admin/80 dated 03 June 2018, confirm compliance
Risk factors
with the financial reporting framework for the following: Different risk factors and management perception
a. The financial statements prepared by the about their mitigation is reported in page no. 80 of this
management of MJLBPLC present fairly its state of annual report.
affairs, the result of its operations, cash flows and
Key operating and financial data of last five
changes in equity.
years
b. Proper books of accounts of the issuer company
have been maintained. Key operating and financial data for the last five years is
shown in page no. 134 of this annual report.
c. Appropriate accounting policies have been
consistently applied in preparation of the financial Dividend
statements and that the accounting estimates are
The Board has recommended 50% cash dividend i.e.
159

based on reasonable and prudent judgment.


Taka per share recommended by the Board of Directors
d. International Accounting Standards (IAS)/ of the company on October 26, 2023, having the record
Annual Report 2022-23

Bangladesh Accounting Standards (BAS)/ date of November 16, 2023. The company did not
International Financial Reporting Standards (IFRS)/ declare any stock dividend as interim dividend.
MJL Bangladesh PLC.

Contribution to the national exchequer Directors’ remuneration

MJLBPLC & its subsidiaries regularly pays tax and VAT Directors are not entitled to any remuneration other
on time. Our consolidated contribution to government than the fees for attending the meeting of the Board
exchequer was BDT 2,978 million in 2022-23. and its Committee. The amount of remuneration paid to
160

directors is also disclosed in page no. 227 of this annual


Shareholding pattern report.

The shareholding pattern of the company at the end of Approval of appointment of Independent
June 30, 2023 is shown in page no. 187 of this annual Director
report.
As per corporate governance guidelines of Bangladesh
Securities Exchange and Commissions (BSEC), the
Board meetings and attendance
Independent Director(s) shall be recommended by
During the period ended June 30, 2023, nine meetings of Nomination and Remuneration Committee, appointed
the Board of Directors were held. The attendance of the by the Board and approved by the shareholders
in the Annual General Meeting. Nomination and
Directors is shown in page no. 163 of this annual report.
Remuneration Committee in its meeting held on January
Audit committee 12, 2023 recommended Prof. Nausheen Rahman for
appointment to the Board as Independent Director
During the period ended June 30, 2023, four meetings for the first tenure in place of Mr. N K A Mobin and
of the Board of Audit Committee were held. The accordingly, she has been appointed as Independent
attendance of the members is shown in page no. 163 of Director to the Board of MJLBPLC in its 124th meeting
this annual report. held on January 30, 2023 after obtaining necessary
approval of BSEC subject to shareholders’ approval at
Nomination and Remuneration Committee this 25th Annual General Meeting.

During the period ended June 30, 2023, two meetings Re-Appointment of Managing Director
of the Nomination and Remuneration Committee was
In accordance with the Company Act 1994, “Any
held. The attendance of the members is shown in page
Individual holding the office of the Managing Director
no. 163 of this annual report. in a company shall, unless his term expires earlier,
be deemed to have vacated his office immediately
Going concern
on the expiry of five years”. Accordingly, Mr. Azam J
The financial statements of the company have been Chowdhury will be completed the tenure of his office
as Managing Director of the company on December 13,
prepared on a going concern basis, which encompasses
2023. He was reappointed as Managing Director of the
the realization of assets and the satisfaction of liabilities
company for a further period of five years effective from
in the normal course of business. The Board of Directors
December 14, 2023 by the Board of Directors (BOD) of
of MJLBPLC has made an annual assessment about the company in the BOD meeting held on October 26,
whether there exists any material uncertainty which 2023. His re-appointment as Managing Director has
may cast significant doubt upon the company’s ability been placed for the approval by the shareholders in the
to continue as a going concern and confirms the entity 25th Annual General Meeting.
as a going concern.
Directors’ election and re-appointment
Human resources
As per the Articles of Association of the Company, Mr.
Details on human capital of the company are shown in Tanjil Chowdhury will retire by rotation at the 25th AGM
page no. 84 of this annual report and being eligible, offer himself for re-appointment.
Dr. Md Khairuzzaman Mozumder, Senior Secretary of
Directors’ Profile Energy and Mineral Resources Division was appointed
as Director as well as the Chairman of the Board of
Directors’ profiles along with their representation in other Directors of the Company on 30 January 2023. Later
companies is shown in page no. 30 of this annual report. on, Mr. Md. Nurul Alam, Secretary of Energy and
Mineral Resources Division was appointed as Director Acknowledgement
as well as the Chairman of the Company in place of Dr.
Md. Khairuzzaman Mozumder on 20 September 2023. On behalf of the Board of Directors, I would like to
The tenure of office of Mr. Md. Nurul Alam will expire express my sincere gratitude to all of our stakeholders,
on this 25th AGM and being eligible, offer himself for especially our esteemed clients, shareholders, suppliers,
re-appointment. Dr. Md. Khairuzzaman Mozumder and business partners for their ongoing support to the
has been replaced by Mr. Nurul Alam in the Board of Group. In addition, I want to express my gratitude to the
MJLBPLC as per nomination of Jamuna Oil Company financial institutions and banks who have consistently
Limited. supported us over the years.

Appointment of compliance auditor I would also like to express my gratitude for our colleagues
who have bravely, self-assuredly, and resolutely risen to
Hussain Farhad & Co., Chartered Accountants was meet these extraordinary times by serving our clients,
appointed as Certified Compliance Professional for the lending a helping hand to our communities, and
year 2022-23 and holds office until the 25th Annual
exceeding our performance objectives. As we advance
General Meeting (AGM) of 2023. They have completed
in the pursuit of our goals, team MJL Bangladesh PLC.
the Compliance Audit of Corporate Governance for the
is unquestionably a strength and a source of great
year ended June 30, 2023 of MJL Bangladesh PLC.
confidence.
They have expressed their interest to act as Certified
Compliance Professional (Compliance Auditor) of the The Board would also like to thank Government
Company for the next financial year 2023-24. Therefore, of Bangladesh, the Ministry of Energy and Mineral
the Board of Directors has proposed, Hussain Farhad & Resources Division, the Ministry of Commerce
Co. Chartered Accountants to appoint as compliance and Industries, Bangladesh Bank (BB), Bangladesh
auditors (subject to approval of shareholder at the 25th Investment Development Authority (BIDA), the National
Annual General Meeting to be held on December 20, Board of Revenue (NBR), the Bangladesh Securities &
2023) up to the 26th Annual General Meeting to be held Exchange Commission (BSEC), the Registrar of Joint
in 2024. Stock Companies and Firms (RJSC), the Dhaka Stock
Exchange (DSE), the Chittagong Stock Exchange (CSE),
Appointment of auditors
Central Depository Bangladesh Limited (CDBL).
The auditors, Hoda Vasi Chowdhury & Co. Chartered
Accountants, will retire at the conclusion of the ensuing Finally, I want to express my gratitude to all our board
Annual General Meeting. As per Bangladesh Securities members for providing us with the strategic direction we
and Exchange Commission notification no. SEC/ needed to get through these difficult and complicated
CMRRCD/2009-193/104/Admin dated July 27, 2011; times.
every public listed company shall not appoint any firm
With the ongoing support of all our stakeholders, I am
of Chartered Accountants as its statutory auditors for a
sure that we will surpass all expectations and work
consecutive period exceeding three years. Since Hoda
toward a better future for everyone.
Vasi Chowdhury & Co. Chartered Accountants have
completed 1st year, they will retire at this Annual General On behalf of the Board of Directors,
Meeting and has expressed their interest to perform
the audit of the company’s financial statements for
the year 2023-2024. Therefore, the Board of Directors
has proposed, Hoda Vasi Chowdhury & Co Chartered
Accountants to re-appoint as statutory auditors (subject
to approval of shareholder at the 25th Annual General
Meeting to be held on December 20, 2023) up to the Md. Nurul Alam
26th Annual General Meeting to be held in 2024. Chairman
161
Annual Report 2022-23
MJL Bangladesh PLC.

ANNEXURE I
Pattern of shareholding on June 30, 2023 as required by the revised Corporate Governance Guidelines issued by BSEC:
i) Parent/Subsidiary/Associated companies and other related party:
162

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. Nurul Alam Nominated Director of Jamuna Oil Company Ltd. Nil

Abdul-Muyeed Chowdhury 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
Prof. Nausheen Rahman Independent Director Nil
M Mukul Hossain Chief Executive Officer Nil
Md. Zamiur Rahman Head of Finance & Planning (Acting) Nil
Md. Rokibul Kabir Company Secretary Nil
S.M. Zeeshan Saad FCCA (UK), ACA
Head of Internal Audit & Compliance Nil
(England & Wales)

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

Designation Relation Shares Held


Chief Operating Officer Engr. Salah Uddin Ahmed Nil
Senior General Manager- Sales & Marketing Engr. Md. Shahin Alom Nil

Head of National Sales Md. Mohasin Ali Mondal Nil

Head of Human Resources & Administration Nagma Mahmood Nil


Chief Technology Officer Shafquat Mahmud Fahmi Nil

iv) Shareholders holding five 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


ANNEXURE II
Board meeting and attendance during the period ended June 30, 2023

Number of
meetings held Meetings
Name of Directors Remarks
whilst a Board Attended
member
Md. Mahbub Hossain 5 5 Resigned on January 30, 2023
Appointed
on January 30, 2023 and
Dr. Md. Kahiruzzaman Mozumder 4 4
resigned
on September 20, 2023
Abdul-Muyeed Chowdhury 9 9
Azam J Chowdhury 9 9
Tanjil Chowdhury 9 9
Md. Gias Uddin Ansary 9 8
N K A Mobin, FCA ,FCS ,CFC 3 3 Resigned on January 3, 2023
G.M. Khurshid Alam 9 7
Dr. M Tamim 4 4 Resigned on January 3, 2023
Prof. Nausheen Rahman 4 4 Appointed on January 30, 2023

Audit Committee meeting and attendance during the period ended June 30, 2023

Number of
meetings held Meetings
Name of Directors Remarks
whilst a Board Attended
member
Prof. Nausheen Rahman 2 2 Appointed on January 30, 2023
N K A Mobin, FCA ,FCS ,CFC 2 2 Resigned on January 3, 2023
G.M. Khurshid Alam 4 4
Tanjil Chowdhury 4 4

Nomination and Remuneration Committee meeting and attendance during the period ended June 30, 2023

Number of
meetings held Meetings
Name of Directors Remarks
whilst a Board Attended
member
G.M. Khurshid Alam 2 2
Abdul-Muyeed Chowdhury 2 2
Tanjil Chowdhury 2 2
163
Annual Report 2022-23
MJL Bangladesh PLC.

REPORT OF
AUDIT COMMITTEE
164

MJL Bangladesh PLC. 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 PLC. appointed by the Board of Directors comprised of 03 (three) members including two Independent
Directors. Following are the members of the Audit Committee:

1. Prof. Nausheen Rahman Independent Director Chairman


Non-Executive
2. Mr. Tanjil Chowdhury Member
Director
3. Dr. G M Khurshid Alam Independent Director Member

Being one of the Independent Directors, Prof. company’s processes for monitoring compliance
Nausheen Rahman is currently the Chairman of the with laws and regulations.
Audit Committee. » Review the adjustments, disagreements and key
issues of external auditors. Meet with Management
Mr. Md. Rokibul Kabir, Company Secretary is the member
and external auditors to review critically the financial
secretary of the audit committee.
statements, accounting policies and assumptions as
well as its corresponding financial effect on audited
Major Responsibilities of the Audit
financial statement.
Committee:
» Recommend appointment, reappointment and
The authority, roles and responsibilities of the Audit termination of external auditors to the Board.
Committee are delineated in the Audit Committee Review the scope of work and evaluate the works
Charter. The Board has assigned authority and performed by external auditors.
responsibilities to the Committee to provide oversight » Review the effectiveness of internal audit functions
of the financial reporting process, the audit process, the including performance, structure, adequacy of
system of internal controls and compliance with laws resources and compliance with professional
and regulations. standards. Verify audit findings and material
weaknesses and monitor timely implementation of
Some of the major responsibilities of the Audit Management action plans of the open audit issues.
Committee are as follows:
» Review the Management’s Discussion and Analysis
» Review the periodic financial reporting and other before disclosing in the Annual Report;
financial results, and upon getting satisfactory review
» Review statement of all related party transactions
outcome recommend the same for submission to
submitted by the management;
the Board for approval.
» Review Management Letters or Letter of Internal
» Review the effectiveness and appropriateness
Control Weakness issued by statutory auditors;
of accounting policies and principles, financial
reporting process and guidelines, internal control » Carry out other tasks as mentioned in the Charter
system, risk management framework, and overall approved by the Board of Directors.
Committee Meetings: » Reviewed the draft audited accounts of the company
for the year ended June 30, 2023 and recommended
According to the requirement of approved charter, for submission to the Board for approval.
committee needs to sit for at least four (04) meetings
in a year. Audit Committee may hold special meeting » Reviewed and approved the Annual Internal Audit
as and when required. A total of four (04) meetings Plan Outlook for the year 2023.
were held for the period from July 2022 to June 2023. » Reviewed and recommended the Compliance report
The committee reviewed different issues related to to be presented in each Board Audit Committee
company’s risk management, internal control system, meeting.
accounting policies, principles and reporting process
» Reviewed and recommended action plans for all
and periodic financial statements. Key officials as
previous open audit issues.
relevant to the matters discussed were present in the
meeting as mandated by the Committee. All meeting proceedings including the observations
and recommendations of the Audit Committee were
Committee’s Report Summary:
properly documented and reported to the Board of
During the year, Audit Committee conducted the Directors for information, approval and necessary
following major activities: action.
» Reviewed the audited accounts for the year ended
June 30, 2022 and recommended for submission to
the Board for approval.
» Reviewed the quarterly accounts for the period
ended September 30, 2022, December 31, 2022, Prof. Nausheen Rahman
March 31, 2023 and recommended for submission Chairman
to the Board for approval. Board of Audit Committee

165
Annual Report 2022-23
MJL Bangladesh PLC.

STATEMENT ON NOMINATION AND


REMUNERATION COMMITTEE
166

Composition of NRC

In accordance with the requirements of Corporate Governance Code of BSEC, the NRC of MJL Bangladesh PLC.
appointed by the Board of Directors comprised of 03 (Three) members including an independent director. Following
are the members of the Nomination and Remuneration Committee:

1. G. M. Khurshid Alam Independent Director Chairman

2. Abdul-Muyeed Chowdhury Non-Executive Director Member


3. Tanjil Chowdhury Non-Executive Director Member

Md. Rokibul Kabir, Company Secretary is the member secretary of the NRC.

Major Responsibilities of the NRC » Recommended for nomination of new Director Dr.
Md. Khairuzzaman Mojumder in place of Mr. Md.
The key roles of NRC shall oversee, among others, Mahbub Hossain
the following matters and make report with
» Recommended for nomination of Independent
recommendation to the Board:
Director Prof. Nausheen Rahman in place of Mr.
» Formulating the criteria for determining NKA Mobin and
qualifications, positive attributes and independence
of a director and recommend a policy to the Board, NRC also reviewed the following NRC policies:
relating to the remuneration of the directors, top
Nomination and remuneration policies/criteria
level executive considering the fixed guidelines as
directed in the notification. The nomination and remuneration policies and the
» Devising a policy on Board’s diversity taking into benchmark of which pursuing the business code of
consideration of age, gender, experience ethnicity, conduct and standards perceptible in the market
educational background and nationality. context and appropriate to meet the present and future
» Identifying persons who are qualified to become needs of the company, is followed by the company. The
directors and who may be appointed in top level board criteria in this respect for the Directors and Top-
executive position in accordance with the criteria level Executives of the Company are as follows:
laid down and recommend their appointment and
removal to the Board. Policy regarding qualification, positive attribute and
independence of director
» Formulating the criteria for evaluation of
performance of independent directors and the » General understanding of the Company’s business
Board. dynamics, global business;

» Identifying the company’s needs for employees at » Educational and professional background; minimum
different Graduate.

Activity of NRC During the Year » Expertise in specific function;

» Industry experience;
Two meeting of NRC was held during the year 2022-23
and the committee noted the nomination » Demonstrable leadership skills;

» Standing in the profession;


and remuneration policies ensuring the standards
and compliance accordingly. The activities of the NRC » Personal and professional ethics, integrity and
during the year 2022-23 were as follows: values;
» Commitment to the promotion of equal » Corporate Leader who is or was a top-level
opportunities, community cohesion and health and executive not lower than Chief Executive Officer or
safety in the workplace; Managing Director or Deputy Managing Director
or Chief Financial Officer or Head of Finance or
» Willingness to devote sufficient time and energy
Accounts or Company Secretary or Head of Internal
in carrying out their duties and responsibilities
effectively; Audit and Compliance or Head of Legal Service or
a candidate with equivalent position of an unlisted
» The members of the Board shall make every effort company having minimum paid-up capital of Tk.
to attend all Board and Committee Meetings during 100.00 million or of a listed company;
their tenure. They will not absent themselves without
good reasons or confirming leave of absence. » Former official of government or statutory or
autonomous or regulatory body in the position not
» The members of the Board/top level executive shall below 5th Grade of the national pay scale, who
act honestly, in good faith and in the best interests has at least educational background of bachelor
of the shareholders and the company. degree in economics or commerce or business or
» The Board members /top level executive will be Law; or University Teacher who has educational
obligated to be independent in judgment and background in Economics or Commerce or
actions and take all reasonable steps to be satisfied Business Studies or Law; or Professional who is
as to the soundness of decision taken by the board or was an advocate practicing at least in the High
of directors. Court Division of Bangladesh Supreme Court or a
Chartered Accountant or Cost and Management
» Directors remuneration to be fixed through
Accountant or Chartered Financial Analyst or
the decision of Board and top level executive
Chartered Certified Accountant or Certified Public
remuneration to be fixed by negotiation
Accountant or Chartered Management Accountant
Policy relating to the remuneration of the or Chartered Secretary or equivalent qualification;
directors and top level executive » The independent director shall have at least 10 (ten)
» The structure scale and composition of remuneration years of experiences in any field mentioned in clause
are reasonably considered based on the Company’s (b);
Policy and Guideline set by the Board of Directors to » In special cases, the above qualifications or
attract, retain and motivate suitable directors to run experiences may be relaxed subject to prior approval
the company successfully. of the Commission.
» The relationship of remuneration to performance » The Board of Directors appoints Independent
is clear and meets appropriate performance Directors upon nomination and recommendation of
benchmarks ; and
the NRC, which is then approved by shareholders at
» Remuneration of directors, top level executive the Annual General Meeting of the Company.
involves a balance fixed and incentive pay reflecting
short and long –term performance objective Policy on Board’s diversity taking into
appropriate to the working of the company and its consideration age, gender, experience, ethnicity,
goals. educational background and nationality.

Qualification of Independent Director » Assess the appropriate mix of diversity, skills,


experience and expertise required on the Board and
» Independent director shall be a knowledgeable
assess the extent to which the required skills are
individual with integrity who is able to ensure
represented on the Board,
compliance with financial laws, regulatory
requirements and corporate laws and can make » Make recommendations to the Board in relation
meaningful contribution to the business; to appointment, and maintain an appropriate mix
of diversity, skills, experience and expertise on the
» Business Leader who is or was a promoter or director
167

Board, and
of an unlisted company having minimum paid-up
» Periodically review and report to the Board
Annual Report 2022-23

capital of Tk. 100.00 million or any listed company or


a member of any national or international chamber requirements, if any, in relation to diversity on the
of commerce or business association; or Board.
MJL Bangladesh PLC.

» The Board shall have an optimum combination of Independent Directors (IDs) shall also be carried out
executive, non-executive and independent directors by the entire Board of Directors excluding the Director
in accordance with requirements of the Articles of being evaluated in the same way as it is for the Executive
Association of MJLBPLC. Directors of the Company except the Director getting
evaluated. Evaluation performance should be carried
Policy regarding qualification to become
168

out at least once in a year.


directors and appointment of top-level
executive. While evaluating the performance of Independent
Directors (‘ID”s), the following parameters shall be
» General understanding of the Company’s business
considered:
dynamics, global business;

» Educational and professional background must (a) Attendance at meetings of the Board and
be Graduate. Appointment of MD/CEO, ensure Committees thereof,
management team of the highest caliber is in place
(b) Participation in Board Meetings or Committee
to manage the Company.
thereof,
» Expertise in specific function;
(c) Contribution to strategic decision making,
» Industry experience;

» Demonstrable leadership skills; (d) Review of risk assessment and risk mitigation,

» Standing in the profession; (e) Review of financial statements, business


performance.
» Personal and professional ethics, integrity and
values; (f) Contribution to the enhancement of brand image of
» Willingness to devote sufficient time and energy the Company.
in carrying out their duties and responsibilities
While evaluating the performance of the Board, the
effectively;
Nomination and Remuneration Committee shall always
» Code of Conduct and Article of Association also consider the appropriate benchmarks set as per industry
to be followed for appointment of Directors and standards, the performance of the individual and also of
Independent Directors. the Company.

Policy for evaluation of performance of Evaluation of performance shall be carried out at least
Independent Directors and the Board. once a year.

The Nomination and Remuneration Committee The Company shall provide suitable training to the Non-
(‘NRC”) shall carry out the evaluation of performance Executive Directors including Independent Directors.
of every Director. The evaluation of performance of the Any other need-based training shall also be provided.
REPORT ON FINANCIAL STATEMENTS
BY CEO AND HEAD OF
FINANCE & PLANNING
October 26, 2023

The Board of Directors


MJL Bangladesh PLC.
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, 2023

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 PLC. for the year ended on June 30, 2023 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, 2023 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,
169
Annual Report 2022-23

Md. Zamiur Rahman M Mukul Hossain


Head of Finance & Planning (Acting) Chief Executive Officer
COMPLIANCE REPORT ON
BSEC’S NOTIFICATION

Report to the Shareholders of


MJL Bangladesh PLC.
on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by MJL Bangladesh PLC. (the “Company”)
for the year ended on June 30, 2023. 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; A.K.M. Fazlul Haque, FCA


Dated : 16.11.2023 Partner
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
Not
Complied
Complied
1. BOARD OF DIRECTORS
1.1 Board's The number of the Board members of the company shall The Board of MJL
Size not be less than 5 (five) and more than 20 (twenty). √ Bangladesh PLC.
consists of 07 Directors
1.2 (a) At least one fifth (1/5) of the total number of Directors There are two
Independent in the company’s Board shall be Independent Directors. Independent Directors
Directors in MJLBangladesh

Board namely: Prof.
Nausheen Rahman 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
(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
√ -
171

(five) listed companies


(ix) who has not been convicted by a court of competent
Annual Report 2022-23

jurisdiction as a defaulter in payment of any loan or any


√ -
advance to a bank or a Non-Bank Financial Institution
(NBFI)
MJL Bangladesh PLC.

(Report under condition no. 9.00)


Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
172

(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.
1.3 (a) Independent director shall be a knowledgeable
Qualification individual with integrity who is able to ensure compliance
of with financial laws, regulatory requirements and √ -
Independent corporate laws and can make meaningful contribution
Directors: 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 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;
(c) The independent director shall have at least 10 (ten)
√ -
years of experiences in any field mentioned in clause (b)
(Report under condition no. 9.00)
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
(d) In special cases, the above qualifications or
experiences may be relaxed subject to prior approval of Not Applicable
the Commission
1.4 Duality of (a) The positions of the Chairperson of the Board and Chairman- Dr. Md.
Chairperson the Managing Director (MD) and/or Chief Executive Khairuzzaman
of the Board Officer (CEO) of the company shall be filled by different Mozumder
of Directors individuals
and managing Managing Director- Mr.
Director Azam J Chowdhury.
or Chief
Head of Finance &
Executive
Planning-Md. Zamiur
officer
Rahman

CEO-M Mukul Hossian.

(Note: After our


auditing period, MJL
Bnagladesh PLC. has
appointed Mr. Md.
Nurul Alam as new
chairman from dated 20
September, 2023)
(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 The Board of the company shall include the following
Directors’ additional statements or disclosures in the Directors’
Report to Report prepared under section 184 of the Companies
Shareholders 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 √ -
(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
√ -
173

activities and their implications (gain or loss)


(vi) A detailed discussion on related party transactions
Annual Report 2022-23

along with a statement showing amount, nature


√ -
of related party, nature of transactions and basis of
transactions of all related party transactions
MJL Bangladesh PLC.

(Report under condition no. 9.00)


Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
174

(vii) A statement of utilization of proceeds raised through Not Applicable as no


public issues, rights issues and/or any other instruments such event has occurred
(viii) An explanation if the financial results deteriorate
after the company goes for Initial Public Offering (IPO), Not Applicable as no
Repeat Public Offering (RPO), Rights Share Offer, Direct such event has occurred
Listing, etc.
(ix) An explanation on any significant variance that
Not Applicable as no
occurs between Quarterly Financial performances and
such event has occurred
Annual Financial 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
(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 from the
Not Applicable as no
last year’s operating results of the issuer company shall
such event has occurred
be highlighted 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 company Not Applicable as no
has not declared dividend (cash or stock) for the year such event 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
(Report under condition no. 9.00)
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
(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)
(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
(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
175

to the shareholders in the next AGM


(xxvi) Declaration or certification by the CEO and the
Annual Report 2022-23

CFO to the Board as required under condition No. 3(3) √ -


shall be disclosed as per Annexure-A
MJL Bangladesh PLC.

(Report under condition no. 9.00)


Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
176

(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 The company shall conduct its Board meetings and
of the Board of record the minutes of the meetings as well as keep
Directors 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 (a) The Board shall lay down a code of conduct, based
of Conduct on the recommendation of the Nomination and
for the Remuneration Committee (NRC) at condition No. 6, for
Chairperson, the Chairperson of the Board, other board members and
other Board Chief Executive Officer of the company √ -
members
and Chief
Executive
Officer
(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
(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
(Report under condition no. 9.00)
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
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 (a) The Board shall appoint a Managing Director (MD) MD- Azam J
Appointment or Chief Executive Officer (CEO), a Company Secretary Chowdhury,
(CS), a Chief Financial Officer (CFO) and a Head of CEO- M Mukul Hossian,
Internal Audit and Compliance (HIAC) CS- Md. Rokibul Kabir,

Head of Finance &
Planning- Md. Zamiur
Rahman and HIAC-S.M.
Zeeshan Saad (ACA).
(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
(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 The MD or CEO, CS, CFO and HIAC of the company shall
Requirement attend the meetings of the Board:
to attend
Provided that the CS, CFO and/or the HIAC shall not √ -
Board of
attend such part of a meeting of the Board which
Directors’
involves consideration of an agenda item relating to their
Meetings
personal matters.
3.3 Duties (a) The MD or CEO and CFO shall certify to the Board
of Managing that they have reviewed financial statements for the year
Director and that to the best of their knowledge and belief:
(MD) or Chief
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
177

for the company’s Board or its members;


(c) The certification of the MD or CEO and CFO shall be
Annual Report 2022-23

√ -
disclosed in the Annual Report.
MJL Bangladesh PLC.

(Report under condition no. 9.00)


Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
178

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 (a) The company shall have an Audit Committee as a Chairman - Prof.
Responsibility subcommittee of the Board Nausheen Rahman
to the Board √ Members - Dr. G.M.
of Directors. Khurshid Alam & Mr.
Tanjil Chowdhury
(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 (a) The Audit Committee shall be composed of at least
Constitution 3 (three) members
√ -
of the Audit
Committee
(b) The Board shall appoint members of the Audit
Independent Director-
Committee who shall be non-executive directors of the
√ G.M. Khurshid Alam &
company excepting Chairperson of the Board and shall
Prof. Nausheen Rahman
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
(d) When the term of service of any 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 √ In Practice
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 secretary of Company secretary-

the Committee; Md. Rokibul Kabir
(f) The quorum of the Audit Committee meeting shall
not constitute without at least 1 (one) independent √ -
director
5.3 (a) The Board shall select 1 (one) member of the Audit
Chairperson Committee to be Chairperson of the Audit Committee, Independent Director-

of the Audit who shall be an independent director Prof. Nausheen Rahman
Committee
(Report under condition no. 9.00)
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
(b) In the absence of the Chairperson of 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 √ In Practice
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.
5.4 Meeting (a) The Audit Committee shall conduct at least its four
of the Audit 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 The Audit Committee shall:
of Audit
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;
179

(j) review statement of all related party transactions


√ -
submitted by the management
Annual Report 2022-23

(k) review Management Letters or Letter of Internal


√ -
Control weakness issued by statutory auditors;
MJL Bangladesh PLC.

(Report under condition no. 9.00)


Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
180

(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 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 √ In Practice
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 (a) Reporting to the Board of Directors
of 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 been
occurred
(b) suspected or presumed fraud or irregularity or Not Applicable as no
material defect identified in the internal audit and such event has been
compliance process or in the financial statements occurred
(c) suspected infringement of laws, regulatory Not Applicable as no
compliances including securities related laws, rules and such event has been
regulations occurred
(d) any other matter which the Audit Committee deems Not Applicable as no
necessary shall be disclosed to the Board immediately; such event has been
occurred
(b) Reporting to the Authorities
If the Audit Committee has reported to the 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 Not Applicable as no
necessary and if the Audit Committee finds that such such event has been
rectification has been unreasonably ignored, the Audit occurred
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.
(Report under condition no. 9.00)
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
5.7 Reporting Report on activities carried out by the Audit Committee,
to the including any report made to the Board under condition Not Applicable as no
Shareholders No. 5(6)(a)(ii) above during the year, shall be signed by such event has been
and General the Chairperson of the Audit Committee and disclosed occurred
Investors in the annual report of the issuer company.
6.00 Nomination and Remuneration Committee (NRC)
6.1 (a) The company shall have a Nomination and Chairman- Dr. G.M
Responsibility Remuneration Committee (NRC) as a sub-committee of Khurshid Alam,
to the Board the Board √ Member- Tanjil
of Directors Chowdhury and Abdul
Muyeed Chowdhury.
(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 (a) The Committee shall comprise of at least three
Constitution members including an independent director √ -
of the NRC
(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, 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 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
(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
181

6.3 (a) The Board shall select 1 (one) member of the NRC
Chairperson of to be Chairperson of the Committee, who shall be an √ -
Annual Report 2022-23

the NRC independent director


MJL Bangladesh PLC.

(Report under condition no. 9.00)


Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
182

(b) In the absence of the Chairperson of the NRC, the


remaining members may elect one of themselves as
Chairperson for that particular meeting, the reason √ In Practice
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 (a) The NRC shall conduct at least one meeting in a
√ -
the NRC financial year
(b) The Chairperson of the NRC may convene any Not Applicable as
emergency meeting upon request by any member of the no such emergancy
NRC 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
6.5 Role of the (a) NRC shall be independent and responsible or
√ -
NRC 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
(Report under condition no. 9.00)
Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
(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
(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.
8. Maintaining a website by the Company
(1) The company shall have an official website linked

183

-
with the website of the stock exchange
(2) The company shall keep the website functional from
√ -
Annual Report 2022-23

the date of listing


MJL Bangladesh PLC.

(Report under condition no. 9.00)


Compliance Status
(Put √ in the
Condition No. Title appropriate column) Remarks
Not
Complied
Complied
184

(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.
RENEWED CERTIFICATE OF
BAPLC

185
Annual Report 2022-23
MJL Bangladesh PLC.

COMMUNICATION TO
SHAREHOLDERS AND
STAKEHOLDERS
186

At MJLBPLC, we believe that our success depends not only on embracing the highest standards of performance and
service delivery that our stakeholder ecosystem has come to expect of us, but also on our ability to understand, influence
and manage the expectations of this ecosystem. This represents the cornerstone of our focus on communication to
shareholders and other stakeholders

At our Company, we take into cognizance the interests of all our external and internal stakeholders. These include
current as well as potential shareholders, clients, colleagues, government regulators, media, professional bodies and
trade associations and the communities around our manufacturing facilities and distribution centres. We recognise
that consistent, effective, open, transparent, honest and timely communication is important to help us convey our
aims, objectives, policies and other key corporate developments on an ongoing basis and to endorse our integrity and
trustworthiness as a publicly-listed company.

In this regard, we provide information through a number of channels including traditional media and through digital
channels, such as our website and social media sites. We ensure at all times that our communication conveys our
beliefs and values while explaining in some detail the core rationale behind the update. We are also prompt to issue
notifications that might be pricesensitive, to the concerned authorities and regulatory bodies. Importantly, we pursue
our commitment of open and honest communication through:

» Shareholders and potential investors – We communicate with shareholders and potential investors via our investor
relations page on our website and share information about the Company’s performance through a comprehensive
and information-rich Annual Report, at our Annual General Meeting and through full-year and quarterly results
presentations. We also engage with analysts and other investment management firms to share updates while
providing them with a contextual reference on our progress and aspirations.

» External stakeholders – We deploy a range of media to communicate with external stakeholders. These include
face-to-face meetings and events as well as sharing marketing materials such as brochures, case studies and
newsletters, especially with our customers. We operate a proactive programme of communication to share
information with the media and ensure we provide timely and accurate information about our achievements,
performance and successes, on our website and social media channels.

» Internal stakeholders – We communicate with our colleagues across Bangladesh through both informal and
formal communication channels, with a particular emphasis on ensuring we have feedback mechanisms in place
to promote open and active dialogue and communication between colleagues. These communication channels
include webinars, staff notices, newsletters, posters and conferences to ensure colleagues understand the
Company’s overarching aims and objectives and know where they fit in to help achieve these. This also provides a
mechanism for knowledge exchange throughout the Group.
USEFUL INVESTOR
INFORMATION
Shareholding composition of June 30, 2023
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 3,832,199 1.2098
Pubali Bank Securities Limited 4,000,000 1.2628
Pubali Bank Limited 2,270,502 0.7168
Agrani Bank Limited 1,402,058 0.4426
Sonali Bank Limited 2,136,000 0.6743
NRB Bank Limited 840,000 0.2652
IBSL Stock Dealer Account 855,000 0.2699
Other Institutions 53,608,774 16.9245
Sub-Total 68,944,533 21.7661

Individuals:
Public (Individuals) 20,893,537.00 6.5962
Sub-Total 20,893,537.00 6.5962

3 FOREIGN:
Both Institutions & Individuals 371,189 0.1172
Sub-Total 371,189 0.1172

0.1172
6.5962

21.7661

71.5205
187
Annual Report 2022-23

Foreign Sponsors/Directors Institutions Public


MJL Bangladesh PLC.

Dividend of last five years (%) EPS of last five years (Consolidated basis)

45% 45% 55% 50% 50% 5.87 5.52 7.53 6.36 8.73
188

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

Trend of share price

Weighted Turnover
Date Lowest Price Highest Price Closing Price Average Price
Average Price (BDT mn)
31-07-2022 86.70 87.50 86.80 86.90 86.95 1.88

31-08-2022 89.00 90.50 90.30 89.67 89.57 2.40


29-09-2022 89.00 90.00 89.10 89.13 89.09 4.74
31-10-2022 86.70 87.20 87.00 86.77 86.81 5.96
30-11-2022 86.70 86.70 86.70 86.70 86.70 0.13
29-12-2022 86.70 86.70 86.70 86.70 86.70 0.44
31-01-2023 86.70 86.70 86.70 86.70 86.70 0.56
28-02-2023 86.70 86.70 86.70 86.70 86.70 0.00
30-03-2023 86.50 86.70 86.70 86.67 86.64 2.45
30-04-2023 86.70 93.30 87.30 87.83 87.78 2.12
31-05-2023 86.70 87.50 86.80 86.97 86.95 1.46
26-06-2023 86.70 86.70 86.70 86.70 86.70 1.70
REDRESSAL OF
INVESTOR’S 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 MJLBPLC, 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.

189
Annual Report 2022-23
MJL Bangladesh PLC.
190

EVENT HIGHLIGHTS

Our CEO, M Mukul Hossain is seen to receiving ‘ICMAB Best Corporate Award 2022’ from
Honorable Commerce Minister of Bangladesh

Our CEO, M. Mukul Hossain is seen to receiving ‘10th ICSB National Award 2022’
Board of Directors along with CEO &
A Glimpse of participation in Dhaka Motor
Company Secretary are seen at 24th Annual
Show 2023 by MJL Bangladesh PLC.
General Meeting of MJL Bangladesh PLC.

Mr. M Mukul Hossain, CEO, Mr. Shahin Alom-Senior GM, S&M and other officials of S&M of MJLBPLC
are seen along with the participating wholesalers at Chattogram Region Dealers Meet

191
Annual Report 2022-23

Glimpses of Mobil Cup Golf Tournament at Shaheen Golf & Country Club Patenga (SGCCP)
MJL Bangladesh PLC.
192

Glimpses of Lube Solution App Launching Campaign


FINANCIAL STATEMENTS
OF MJLBPLC
MJL Bangladesh PLC.

INDEPENDENT AUDITOR’S REPORT


194

To the Shareholders of MJL Bangladesh PLC.


Report on the Audit of the Consolidated and Separate Financial Statements

Opinion financial statements in Bangladesh and we have


fulfilled other ethical responsibilities in accordance
We have audited the consolidated financial with these ethical requirements. We believe that the
statements of MJL Bangladesh PLC. and its audit evidence we have obtained is sufficient and
subsidiaries/associate (hereinafter referred to as “the appropriate to provide a basis for our opinion.
Group”), as well as the separate financial statements
of MJL Bangladesh PLC. (hereinafter referred to as Emphasis of Matter
“the Company”), which comprise the consolidated
We draw attention to the notes # 2.18 (iii) and 37
and the separate statement of financial position as at
to the accompanying financial statements where
30 June 2023, consolidated and separate statement
the management has explained the reasons of
of profit or loss and other comprehensive income,
non-provisioning for Workers’ Profit Participation
consolidated and separate statement of changes in
Fund (WPPF) during the year under audit and also
equity and consolidated and separate statement of
for the previous years which is apparently as non-
cash flows for the year then ended and a summary of
compliance of the Bangladesh Labour (Amendment)
significant accounting policies and other explanatory
Act 2013. However, as per the aforesaid Act, the
information.
estimated financial effect of WPPF for the year 2022-
In our opinion, the accompanying consolidated and 2023 is BDT147,899,710 and the cumulative effect is
separate financial statements give true and fair view BDT1,213,503,034 which has been reported in the
of the consolidated financial position of the Group accompanying financial statements as contingent
and the separate financial position of the Company liability as at 30 June 2023.
as at 30 June 2023, and of its consolidated and
Our opinion is not modified in respect of this matter.
separate financial performance and its consolidated
and separate cash flows for the year then ended in Key Audit Matters
accordance with International Financial Reporting
Standards (IFRSs) and other applicable laws and Key audit matters are those matters that, in our
regulations. professional judgement, were of most significance in
our audit of the consolidated and separate financial
Basis for Opinion statements of the current year. These matters
were addressed in the context of our audit of the
We have conducted our audit in accordance with
consolidated and separate financial statements as a
International Standards on Auditing (ISAs). Our
whole, and in forming our opinion thereon, and we do
responsibilities under those standards are further
not provide a separate opinion on these matters. For
described in the Auditor’s Responsibilities for the
each matter below, our description of how our audit
Audit of the Consolidated and Separate Financial
addressed the matter is provided in that context.
Statements section of our report. We are independent
of the Group and the Company in accordance We have fulfilled the responsibilities described in
with the ‘International Ethics Standards Board the Auditor’s Responsibilities for the Audit of the
for Accountants’ Code of Ethics for Professional Consolidated and Separate Financial Statements
Accountants (IESBA Code) together with ethical section of our report, including in relation to these
requirements that are relevant to our audit of the matters.
Accordingly, our audit included the performance of » We obtained and reviewed supporting documents
procedures designed to respond to our assessment for sales transactions recorded;
of the risks of material misstatements of the » We assessed whether the sufficient disclosure has
consolidated and separate financial statements. been given; and
These results of our audit procedures, including
» We tested the timing of revenue recognition as well
the procedures performed to address the matters as cut off checked.
below, provide the basis for our audit opinion on the
accompanying consolidated and separate financial 2) Property, plant and equipment
statements.
Included on the financial statements is Group’s property,
1) Revenue recognition plant and equipment balance of BDT21,233,025,077
(separate BDT7,384,273,024) as at 30 June 2023.
Revenue recognition has significant and wide
Property, plant, and equipment include the Group’s and
influence on consolidated and separate financial
the Company’s long-term assets, which flow economic
statements. The Group reported revenue for
benefits to the entities for more than one year. Property,
the amount of BDT33,156,355,824 (separate
plant, and equipment measured at historical cost less
BDT12,643,722,811). Revenue is recognized
accumulated depreciation as per IAS-16 “Property,
when the amounts and the related costs are
Plant and Equipment”.
reliably measured and the performance obligation
is completed through passing of control to the The carrying value of property, plant and equipment
customers. The Company has multiple revenue represents a significant portion of the Group’s and
units including oil tanker unit, manufacturing unit the Company’s assets which includes function
and trading unit. Since sales contracts include many of depreciation charges that involves estimation.
different terms, there is a considerable risk due to Therefore, it has been considered as a significant area of
the complexity of the systems necessary for properly management’s judgment and requires special attention.
There is also a risk that the impairment charges may not
recording and identifying revenue and the risk of
have been recognized.
incorrect timing of revenue recognition.
Refer to note 3 and 3A to the financial statements
Refer to note 27 and 27A to the financial statements
for relevant disclosures regarding property, plant and
for relevant disclosures regarding revenue.
equipment.
How our audit addressed the key audit
How our audit addressed the key audit matter
matter
» We understood, evaluated and validated
» We assessed the reporting environment of the management’s key controls over property, plant
Group and the Company as well as other relevant and equipment;
systems supporting the accounting of revenue;
» We reviewed the basis of recognition, measurement
» We examined customer invoice (Mushak 6.3), and valuation of assets;
VAT submission form (Mushak 9.1) and receipts
» We checked ownership of the major assets;
of payment on a test basis;
» We checked the capital work-in-progress (CWIP)
» We examined ERP system (SAP) which generated
and its transfer to property, plant and equipment;
sales register and compared with delivery
certificates; » We performed physical asset verification during our
audit; and
195

» We summarized Mushak 9.1, Mushak 6.7, month


wise sales and cross checked with consolidated » We reviewed the Group’s and the Company’s
Annual Report 2022-23

assumptions in relation to recoverable amounts


and separate financial statements;
of the major property, plant and equipment to
» We performed detailed walk-through tests for identify if there is any requirement of recognition of
the discounts and trade incentives; impairment.
MJL Bangladesh PLC.

3) Valuation of inventories located in Singapore. The financial statements


196

of two subsidiaries have been audited by Hoda


The Group had an inventory of BDT4,262,036,266 Vasi Chowdhury & Co, Chartered Accountants.
(separate BDT1,953,738,958) on 30 June 2023, The auditors of subsidiaries have expressed an
held in multiple distribution centers and warehouses unmodified opinion on those financial statements as
across the country. of 30 June 2023. Associate has been consolidated
Inventory consisting of raw materials, finished goods, following equity method.
work-in-progress, vessel stocks and other inventory Reporting on Other Information
are measured at the lower of cost and net realizable
value. The cost includes allocation of production Management is responsible for the other
overheads that relate to bringing the inventories to information. The other information comprises all of
their present condition and location. As a result, there the information in the Annual Report other than the
may be a risk that inventory being included in the consolidated and separate financial statements and
financial statements at the inaccurate value due to our auditor’s report thereon. The Annual Report is
miscalculation of cost or the fact that cost has been expected to be made available to us after the date of
used although the net realizable value is lower than this auditor’s report.
cost.
Our opinion on the consolidated and separate
Refer to note 10 and 10A to the financial statements financial statements do not cover the other
for relevant disclosures regarding inventories. information and we do not express any form of
assurance conclusion thereon.
How our audit addressed the key audit
matter In connection with our audit of the consolidated and
» We evaluated the design and implementation of separate financial statements, our responsibility is to
key inventory controls operating across the Group read the other information identified above when it
and the Company, including those at a sample of becomes available and, in doing so, consider whether
distribution centers and warehouses; the other information is materially inconsistent with
the consolidated and separate financial statements
» We attended year-end inventory counting of the
Company and reconciled the counting results with or our knowledge obtained in the audit or otherwise
the inventory schedules to test the completeness appears to be materially misstated.
of data;
If, based on the work we have performed, on the
» We have examined the correctness of the costing other information obtained prior to the date of this
of finished goods and valuation of raw materials; audit report, we conclude that there is a material
» We compared the net realizable value obtained misstatement of this other information, we are
through a detailed review of sales subsequent required to report that fact. We have nothing to
to the year-end with the cost of some items of report in this regard.
inventories; and
Responsibilities of Management and
» We verified the sufficiency and appropriateness
Those Charged with Governance for the
of disclosures in the consolidated and separate
Consolidated and Separate Financial
financial statements.
Statements
Other Matter
Management is responsible for the preparation and
The Group comprises the holding company MJL fair presentation of the consolidated and separate
Bangladesh PLC. and its two subsidiaries namely financial statements in accordance with International
Omera Petroleum Limited (OPL) and Omera Financial Reporting Standards (IFRSs), the Companies
Cylinders Limited (OCL) located in Bangladesh Act 1994, the Securities and Exchange Rules 2020
and one associate namely MJL (S) Pte. Ltd. and other applicable laws and regulations and for
such internal control as management determines is fraud is higher than for one resulting from error,
necessary to enable the preparation of consolidated as fraud may involve collusion, forgery, intentional
and separate financial statements that are free from omissions, misrepresentations, or the override of
material misstatement, whether due to fraud or error. internal control.
» Obtain an understanding of internal control
In preparing the consolidated and separate financial
relevant to the audit in order to design
statements, management is responsible for assessing audit procedures that are appropriate in the
the Group’s and the Company’s ability to continue as circumstances, but not for the purpose of
a going concern, disclosing, as applicable, matters expressing an opinion on the effectiveness of
related to going concern and using the going concern internal control.
basis of accounting unless management either
» Evaluate the appropriateness of accounting
intends to liquidate the Group and the Company or
policies used and the reasonableness of
to cease operations, or has no realistic alternative but
accounting estimates and related disclosures
to do so. made by management.
Those charged with governance are responsible for » Conclude on the appropriateness of
overseeing the Group’s and the Company’s financial management’s use of the going concern basis
reporting process. of accounting and, based on the audit evidence
obtained, whether a material uncertainty
Auditor’s Responsibilities for the Audit of exists related to events or conditions that may
the Consolidated and Separate Financial cast significant doubt on the Group’s and the
Statements Company’s ability to continue as a going concern.
If we conclude that a material uncertainty
Our objectives are to obtain reasonable assurance exists, we are required to draw attention in our
about whether the consolidated and separate auditor’s report to the related disclosures in the
financial statements as a whole are free from material consolidated and separate financial statements or,
misstatement, whether due to fraud or error, and to if such disclosures are inadequate, to modify our
issue an auditor’s report that includes our opinion. opinion. Our conclusions are based on the audit
Reasonable assurance is a high level of assurance, evidence obtained up to the date of our auditor’s
report. However, future events or conditions may
but is not a guarantee that an audit conducted in
cause the Group and the Company to cease to
accordance with ISAs will always detect a material
continue as a going concern.
misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, » Evaluate the overall presentation, structure
individually or in the aggregate, they could reasonably and content of the consolidated and separate
be expected to influence the economic decisions of financial statements, including the disclosures,
users taken on the basis of these consolidated and and whether the consolidated and separate
financial statements represent the underlying
separate financial statements.
transactions and events in a manner that achieves
As part of an audit in accordance with International fair presentation.
Standards on Auditing (ISAs), we exercised » Obtain sufficient appropriate audit evidence
professional judgment and maintained professional regarding the consolidated financial information
skepticism throughout the audit. We also: of the entities or business activities within the
Group to express an opinion on the consolidated
» Identify and assess the risks of material
financial statements. We are responsible for the
misstatement of the consolidated and separate
direction, supervision and performance of the
197

financial statements, whether due to fraud or


Group’s audit. We remain solely responsible for
error, design and perform audit procedures
our audit opinion.
Annual Report 2022-23

responsive to those risks, and obtain audit


evidence that is sufficient and appropriate to » We communicate with those charged with
provide a basis for our opinion. The risk of not governance regarding, among other matters,
detecting a material misstatement resulting from the planned scope and timing of the audit and
MJL Bangladesh PLC.

significant audit findings, including any significant Report on Other Legal and Regulatory
198

deficiencies in internal control that we identify Requirements


during our audit.
In accordance with the Companies Act, 1994 and
We also provide those charged with governance with International Standards on Auditing (ISAs), we also
a statement that we have complied with relevant report the following:
ethical requirements regarding independence, and to
a. we have obtained all the information and
communicate with them all relationships and other
explanations which to the best of our knowledge
matters that may reasonably be thought to bear on
and belief were necessary for the purpose of our
our independence, and where applicable, related
audit and made due verification thereof;
safeguards.
b. in our opinion, proper books of account as
From the matters communicated with those charged required by law have been kept by the Group
with governance, we determine those matters and the Company so far as it appeared from our
that were of most significance in the audit of the examination of those books;
consolidated and separate financial statements of the c. the consolidated and separate statement of
current year, and are therefore the key audit matters. financial position and the consolidated and
We describe these matters in our auditor’s report separate statement of profit or loss and other
unless law or regulation precludes public disclosure comprehensive income along with the annexed
about the matter or when, in extremely rare notes 1 to 51 dealt with by the report are in
circumstances, we determine that a matter should agreement with the books of account; and
not be communicated in our report because the d. the expenditures incurred and payments made
adverse consequences of doing so would reasonably were for the purposes of the Group’s and the
be expected to outweigh the public interest benefits Company’s affairs.
of such communication.

Dhaka, Bangladesh A F Nesaruddin, FCA


Date: 26 October 2023 Enrolment # 469
Firm Reg. No. -CAF-001-057
DVC: 2310300469AS452416
Senior Partner
Hoda Vasi Chowdhury & Co
Chartered Accountants
MJL Bangladesh PLC.
Consolidated Statement of Financial Position
As at 30 June 2023

30 June 2023 30 June 2022


Note
BDT BDT
Assets
Property, plant and equipment 3 21,233,025,077 21,147,846,353
Intangible assets 4 58,337,574 64,882,352
Right of use assets (RoUA) - Lease 5 172,587,171 187,183,722
Investment property 6 167,252,635 170,546,418
Capital work-in-progress 7 325,970,519 241,384,919
Investment in subsidiaries and associate 8 283,460,244 237,043,633
Investment in bonds and shares 9 10,500,000 10,500,000
Total non-current assets 22,251,133,220 22,059,387,396
Inventories 10 4,262,036,266 3,101,879,166
Trade and other receivables 11 2,964,486,368 1,569,711,157
Investment in bonds and shares 9.1 361,643,467 165,937,641
Intercompany receivables 12 1,254,458,204 1,255,136,993
Advances, deposits and prepayments 13 2,496,858,304 1,834,725,747
Advance income tax 14 2,953,695,104 5,317,145,479
Investments in fixed deposits 15 3,970,603 2,056,258
Cash and cash equivalents 16 647,689,182 206,819,779
Total current assets 14,944,837,498 13,453,412,220
Total assets 37,195,970,718 35,512,799,616
Equity
Share capital 17 3,167,520,270 3,167,520,270
Share premium 2.21 4,074,000,000 4,074,000,000
Retained earnings 18 6,781,837,901 5,606,555,860
14,023,358,171 12,848,076,130
Non-controlling interest 19 2,046,495,346 2,043,568,580
Total equity 16,069,853,517 14,891,644,710
Liabilities
Deferred tax liabilities 20 507,196,651 637,727,884
Long term loan 270,050,000 838,502,714
Lease obligation - (RoUA) 170,061,409 177,353,502
Advance lease rental against cylinder 69,730,421 1,086,031,432
Total non-current liabilities 1,017,038,481 2,739,615,533
Long term loan 648,120,000 902,137,252
Lease obligation - (RoUA) 12,946,189 11,665,726
Short term loan 21 12,305,782,974 8,062,130,505
Bank overdraft 22 371,134,923 229,265,927
Trade creditors 23 1,731,742,089 1,898,584,818
Provision for income tax 24 3,707,982,401 5,913,905,521
Subscription money payable 4,967,581 4,967,581
Unpaid dividend 49 20,464,577 21,092,454
Other liabilities 25 1,305,937,988 837,789,589
Total current liabilities 20,109,078,720 17,881,539,373
Total liabilities 21,126,117,201 20,621,154,906
Total equity and liabilities 37,195,970,718 35,512,799,616
Net asset value (NAV) per share - Consolidated 33 44.27 40.56

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

Managing Director Director Head of Finance & Planning (Acting) Company Secretary
199

A F Nesaruddin, FCA
Enrolment # 469
Annual Report 2022-23

Dhaka, Bangladesh Firm Reg. No. -CAF-001-057


Dated: 26 October 2023 Senior Partner
DVC: 2310300469AS452416 Hoda Vasi Chowdhury & Co
Chartered Accountants
MJL Bangladesh PLC.

MJL Bangladesh PLC.


Consolidated Statement of Profit or Loss and Other
Comprehensive Income
200

For the year ended 30 June 2023

Jul'22-Jun'23 Jul'21-Jun'22
Note
BDT BDT
Revenue 27 33,156,355,824 26,416,164,551
Less: VAT 2,437,938,408 2,149,963,771
Net revenue 30,718,417,416 24,266,200,780

Less: Cost of revenue 28 24,273,957,188 19,957,987,129


Gross profit 6,444,460,228 4,308,213,651
Add: Other income 29 247,419,856 180,703,327
Less: Administrative and selling expenses 30 1,093,905,021 1,027,927,109
Income from operation 5,597,975,063 3,460,989,868
Less: Financial charges 31 2,419,076,022 1,310,879,612
Profit before tax 3,178,899,042 2,150,110,256
Less: Provision for income tax
Current tax expenses 24 540,426,003 660,155,438
Deferred tax income 20 (130,531,233) (393,121,333)
Net profit after tax 2,769,004,272 1,883,076,151
Other comprehensive (loss) / income (7,035,328) 2,483,561
Total comprehensive income 2,761,968,943 1,885,559,712

Non-controlling interest - share of total comprehensive income/ 2,926,767 (131,260,617)


(loss)
Comprehensive income attributable to ordinary shareholders 2,759,042,177 2,016,820,329
2,761,968,943 1,885,559,712

Consolidated earnings per share (EPS) 32 8.73 6.36

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

Managing Director Director Head of Finance & Planning (Acting) Company Secretary

A F Nesaruddin, FCA
Enrolment # 469
Dhaka, Bangladesh Firm Reg. No. -CAF-001-057
Dated: 26 October 2023 Senior Partner
DVC: 2310300469AS452416 Hoda Vasi Chowdhury & Co
Chartered Accountants
MJL Bangladesh PLC.
Consolidated Statement of Cash Flows
For the year ended 30 June 2023

Jul'22-Jun'23 Jul'21-Jun'22
Note
BDT BDT
A. Cash flows from operating activities
Cash received from customers 29,787,666,316 24,300,285,176
Payroll and other payments to employees (768,254,963) (819,792,038)
Payment to suppliers (25,084,293,221) (19,388,023,485)
Payment for administrative and selling expenses (1,188,268,822) (520,493,825)
Finance expenses (1,390,624,523) (893,576,642)
Income tax paid (830,634,429) (1,334,186,151)
Other business income 70,706,160 106,203,298
Net cash flows from operating activities 596,296,519 1,450,416,335

B. Cash flows from investing activities


Acquisition of fixed assets (776,132,688) (1,071,331,047)
Payment against capital work-in-progress (507,996,055) (427,961,568)
Proceeds from sale of fixed assets 6,528,331 16,579,687
Advance for land (8,887,221) (43,844,608)
(Investment in) / encashed from FDR (1,914,344) 502,447,193
Investment in subsidiary - (43,250,000)
Intercompany payment 2,475,085 112,033,011
Investment in bond and shares (201,612,540) (120,388,920)
Investment income received 125,398,624 116,650,305
Net cash used in investing activities (1,362,140,809) (959,065,947)

C. Cash flows from financing activities


Repayment of long term loan (822,469,975) (452,301,333)
Payment for lease (16,456,012) (14,681,240)
Subscription money paid - (10,289,552)
Dividend paid (1,584,388,013) (1,775,724,381)
Short term loan received 3,479,267,355 1,501,821,578
Bank overdraft 141,868,996 213,389,767
Net cash flows from / (used in) financing activities 1,197,822,351 (537,785,161)

D. Net increase in cash and cash equivalents (A+B+C) 431,978,061 (46,434,773)


E. Effects of exchange rate changes on cash and cash 8,891,342 315,171
equivalents
F. Cash and cash equivalents at beginning of the year 206,819,779 252,939,381
G. Cash and cash equivalents at end of the year 647,689,182 206,819,779

Consolidated net operating cash flow per share (NOCFPS) 34 1.88 4.58

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


201
Annual Report 2022-23
MJL Bangladesh PLC.

MJL Bangladesh PLC.


Statement of Financial Position
As at 30 June 2023
202

30 June 2023 30 June 2022


Note
BDT BDT
Assets
Property, plant and equipment 3A 7,384,273,024 7,399,822,425
Intangible assets 4A 58,070,905 64,446,366
Right of use assets (RoUA) - Lease 5A 246,717 1,700,566
Investment property 6A 167,252,635 170,546,418
Capital work-in-progress 7A 223,971,428 176,040,333
Investment in subsidiaries and associate 8A 2,978,553,664 2,978,553,663
Investment in bonds and shares 9A 10,500,000 10,500,000
Total non-current assets 10,822,868,372 10,801,609,771
Inventories 10A 1,953,738,958 1,193,434,016
Trade and other receivables 11A 2,184,217,325 1,243,134,437
Investment in bonds and shares 9A.1 361,643,467 165,937,641
Intercompany receivables 12A 1,254,458,204 1,255,136,993
Advances, deposits and prepayments 13A 259,686,180 98,448,494
Advance income tax 14A 2,953,695,104 5,317,145,479
Investments in fixed deposits 15A 1,437,141 -
Cash and cash equivalents 16A 131,957,965 128,791,634
Total current assets 9,100,834,343 9,402,028,694
Total assets 19,923,702,715 20,203,638,465
Equity
Share capital 17 3,167,520,270 3,167,520,270
Share premium 2.21 4,074,000,000 4,074,000,000
Retained earnings 18A 5,840,253,653 4,721,767,244
Total equity 13,081,773,923 11,963,287,514
Liabilities
Deferred tax liabilities 20A 29,176,661 40,654,109
Lease obligation - (RoUA) - 285,051
Total non-current liabilities 29,176,661 40,939,160
Short term loan 21A 2,337,840,666 1,372,806,647
Lease obligation - (RoUA) 340,657 1,695,885
Bank overdraft 22A 267,060,369 213,280,579
Trade creditors 23A 308,406,747 491,841,054
Provision for income tax 24A 3,209,423,524 5,539,412,980
Subscription money payable 4,967,581 4,967,581
Unpaid dividend 20,464,577 21,092,454
Other liabilities 25A 664,248,010 554,314,611
Total current liabilities 6,812,752,131 8,199,411,791
Total liabilities 6,841,928,792 8,240,350,951
Total equity and liabilities 19,923,702,715 20,203,638,465
Net asset value (NAV) per share 33A 41.30 37.77

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

Managing Director Director Head of Finance & Planning (Acting) Company Secretary

A F Nesaruddin, FCA
Enrolment # 469
Dhaka, Bangladesh Firm Reg. No. -CAF-001-057
Dated: 26 October 2023 Senior Partner
DVC: 2310300469AS452416 Hoda Vasi Chowdhury & Co
Chartered Accountants
MJL Bangladesh PLC.
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2023

Jul'22-Jun'23 Jul'21-Jun'22
Note Oil Tanker Manufacturing Trading
Total Total
Unit Unit Unit

Revenue 2,229,370,975 5,178,595,160 5,235,756,676 1,476,535,852


12,643,722,811
Less: VAT - 681,659,919 670,066,982 1,351,726,901 1,215,305,238
Net revenue 27A 2,229,370,975 4,496,935,241 4,565,689,694 11,291,995,910 9,261,230,614
Less: Cost of revenue 28A 1,029,015,455 2,746,117,116 3,661,417,374 7,436,549,944 6,267,431,632
Gross profit 1,200,355,520 1,750,818,125 904,272,321 3,855,445,966 2,993,798,981
Add: Other income 29A - 89,129,698 90,492,418 179,622,116 165,979,419
1,200,355,520 1,839,947,823 994,764,739 4,035,068,082 3,159,778,400
Less:
Administrative and selling 30A 13,214,981 340,824,916 346,035,850 700,075,747 543,766,822
expenses
Financial charges 31A 15,277,652 106,099,298 107,721,470 229,098,420 127,149,891
28,492,633 446,924,215 453,757,319 929,174,167 670,916,713
Profit before tax 1,171,862,887 1,393,023,609 541,007,419 3,105,893,915 2,488,861,687
Less: Provision for income tax:
Current tax expenses 24A 415,124,819 567,312,818
Deferred tax income 20A (11,477,448) (266,222,514)
403,647,371 301,090,304
Net profit after tax 2,702,246,543 2,187,771,383

Other comprehensive income - -

Total comprehensive income 2,702,246,543 2,187,771,383

Earnings per share (EPS) 32A 8.53 6.91


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

Managing Director Director Head of Finance & Planning (Acting) Company Secretary

A F Nesaruddin, FCA
Enrolment # 469
Dhaka, Bangladesh Firm Reg. No. -CAF-001-057
Dated: 26 October 2023 Senior Partner
DVC: 2310300469AS452416 Hoda Vasi Chowdhury & Co
Chartered Accountants
203
Annual Report 2022-23
204 MJL Bangladesh PLC.

MJL Bangladesh PLC.


Consolidated Statement of Changes in Equity
For the year ended 30 June 2023
(Amount in BDT)

Particulars Share capital Share premium Retained earnings Non controlling interest Total Equity
Balance as on 01 July 2022 3,167,520,270 4,074,000,000 5,606,555,860 2,043,568,580 14,891,644,710
Dividend for the year 2021-22 - - (1,583,760,135) - (1,583,760,135)
Total comprehensive income for the year - - 2,759,042,177 2,926,767 2,761,968,943
Balance as on 30 June 2023 3,167,520,270 4,074,000,000 6,781,837,901 2,046,495,346 16,069,853,517

Balance as on 01 July 2021 3,167,520,270 4,074,000,000 5,329,536,279 2,174,829,198 14,745,885,746


Dividend for the year 2020-21 - - (1,742,136,149) - (1,742,136,149)
Total comprehensive income for the year - - 2,019,155,729 (131,260,617) 1,887,895,112
Balance as on 30 June 2022 3,167,520,270 4,074,000,000 5,606,555,860 2,043,568,580 14,891,644,710

MJL Bangladesh PLC.


Statement of Changes in Equity
For the year ended 30 June 2023
(Amount in BDT)

Particulars Share Capital Share Premium Retained Earnings Total Equity


Balance as on 01 July 2022 3,167,520,270 4,074,000,000 4,721,767,244 11,963,287,514
Dividend for the year 2021-22 - - (1,583,760,135) (1,583,760,135)
Total comprehensive income for the year - - 2,702,246,543 2,702,246,543
Balance as on 30 June 2023 3,167,520,270 4,074,000,000 5,840,253,653 13,081,773,923

Balance as on 01 July 2021 3,167,520,270 4,074,000,000 4,276,132,010 11,517,652,280


Dividend for the year 2020-21 - - (1,742,136,149) (1,742,136,149)
Total comprehensive income for the year - - 2,187,771,382 2,187,771,382
Balance as on 30 June 2022 3,167,520,270 4,074,000,000 4,721,767,244 11,963,287,514

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


MJL Bangladesh PLC.
Statement of Cash Flows
For the year ended 30 June 2023

Jul’22-Jun’23 Jul’21-Jun’22
Note
BDT BDT

A. Cash flows from operating activities


Cash received from customers 10,569,861,145 9,382,186,568
Payroll and other payments to employees (420,216,126) (394,087,881)
Payment to suppliers (8,434,872,866) (5,963,396,359)
Payment for administrative and selling expenses (219,446,830) (222,674,404)
Finance expenses (212,194,069) (122,739,570)
Income tax paid (381,663,900) (990,288,678)
Other business income 58,123,750 63,696,263
Net cash flows from operating activities 959,591,104 1,752,695,938

B. Cash flows from investing activities


Acquisition of fixed assets (245,228,031) (391,340,931)
Payment against capital work-in-progress (68,995,511) (46,094,675)
Proceeds from sale of fixed assets 1,981,394 9,027,700
Advance for land (8,887,221) (43,844,608)
(Investment in) / enchased from FDR (1,437,140) 504,503,451
Intercompany payment 678,790 112,268,502
Investment in bond and shares (201,612,540) (120,388,920)
Investment income received 125,398,624 116,650,305
Net cash (used in) / flows from investing activities (398,101,635) 140,780,827

C. Cash flows from financing activities


Payment for lease (1,640,279) (1,485,547)
Subscription money paid - (10,289,552)
Dividend paid (1,584,388,013) (1,775,724,381)
Short term loan received / (paid) 965,034,021 (323,325,540)
Bank overdraft 53,779,790 197,404,410
Net cash used in financing activities (567,214,481) (1,913,420,609)

D. Net cash increase in cash and cash equivalents (A+B+C) (5,725,012) (19,943,843)
Effects of exchange rate changes on cash and cash
E. 8,891,342 315,171
equivalents
F. Cash and cash equivalents at beginning of the year 128,791,634 148,420,305
G. Cash and cash equivalents at end of the year 131,957,965 128,791,634

Net operating cash flow per share (NOCFPS) 34A 3.03 5.53

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


205
Annual Report 2022-23
MJL Bangladesh PLC.

MJL Bangladesh PLC.


Notes to the Financial Statements
For the year ended 30 June 2023
206

1. Background of the Company

1.1 Company profile

MJL Bangladesh PLC. (formerly known as MJL Bangladesh Limited and prior to that as Mobil Jamuna Lubricants Limited)
was incorporated on 03 December 1998 as a private limited company. The Company went into commercial operation on 20
May 1999. The Company was converted into a Public Limited Company on 30 December 2009 as MJL Bangladesh Limited
and changed its name as MJL Bangladesh PLC. on 01 February 2023. The shares of the Company are publicly traded in
Dhaka and Chittagong Stock Exchanges since June 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 state-of-the-art lube oil blending plant and offer high-performance and authentic lubricants, grease
products and other innovative energy solutions to the local market and exports some of its products to the international
market as well.

1.1.3 Vessel - MT Omera Legacy

MT Omera Legacy (MTOL) is a Crude Oil Tanker purchased by MJL Bangladesh PLC. under the Memorandum of Agreement
dated 12 October 2017. The Tanker is jointly managed and operated by Thome Ship Management Pte Ltd (TSM), Singapore
and EC Bulk Carriers Limited, Dhaka, Bangladesh in consideration of a fixed fee. MTOL is the largest AFRAMAX Oil Tanker
by a Bangladeshi ship owner and Bangladeshi Flagged vessel and its trading routes are the Persian Gulf and the Arabian
Sea.

1.1.4 Description of subsidiaries and associate

i. Omera Petroleum Limited (OPL):

Omera Petroleum Limited (OPL) is a subsidiary of MJL Bangladesh PLC. The Company holds 62.496% share in the
subsidiary company. OPL built an LPG (Liquefied Petroleum Gas) plant to import, store, bottle and distribute LPG through
a robust distribution channel across the country. The main LPG Terminal is located in Mongla (Bagerhat) industrial area.
Primarily, the company set-up three satellite LPG bottling plants in Bogura, Narshindi and Chattogram. The rated capacity
of these plants is 300,000 MT per annum.

ii. Omera Cylinders Limited (OCL):

Omera Cylinders Limited (OCL), a subsidiary of MJL Bangladesh PLC. 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. The company
delivers quality LPG cylinder at an affordable rate to the intended segment of the market which eventually plays a significant
role in the process of industrialization of the country. The particulars of the LPG cylinder manufacturing plant are as follows:

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 PLC. holds 99.98% share of this company.

iii. MJL (S) Pte. Ltd.

MJL (S) Pte. Ltd., a limited liability company incorporated and domiciled in the Republic of Singapore and an associate
company of MJL Bangladesh PLC., is engaged in the business of wholesale and trading of petroleum and related products.
MJL Bangladesh PLC. holds 25% share in this company.
2. Basis of preparation of financial statements

2.1 Statement of compliance

These consolidated and separate financial statements have been prepared and presented in accordance with the
International Financial Reporting Standards (IFRSs), the Companies Act, 1994 and the Securities and Exchange Rules,
2020.

2.2 Basis of measurement

These financial statements have been prepared on a going concern basis under the historical cost convention while
‘Investment in shares’ has been presented at fair value in accordance with International Financial Reporting Standards
(IFRSs).

2.3 Basis of consolidation

The consolidated financial statements comprise of the financial statements of the Company and its subsidiaries/associate
as of 30 June 2023. The financial statements of the subsidiaries/associate used in the preparation of the consolidated
financial statements are prepared following the same reporting date of the holding company.

All account balances, income, expenses, dividends and unrealized gain and losses resulting between the holding company
and the subsidiaries have been eliminated.

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.

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.

2.7 Going concern

In the preparation of the 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 MJL Bangladesh PLC. assessed if there were any
conditions or events existed that might cause significant doubt on the ability of MJL Bangladesh PLC. 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.

2.8 Reporting period

This financial statement is prepared to cover the year from 01 July 2022 to 30 June 2023.

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
207

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
Annual Report 2022-23

freight, installation costs, duties and non-refundable taxes.


MJL Bangladesh PLC.

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
208

of property, plant and equipment are recognized in the profit or loss account when 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 20%
Plant and machinery 10%
Furniture and fixture 20%
Oil tanker* 11.02813%
Software 10-20%

For additions during the year, depreciation is charged from the month when the asset is ready for use for commercial
operation. No depreciation is charged from the month 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 the above-
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. Software is amortized over the estimated useful life of 05 (five) years commencing from the date these software
became available for use. SAP software is amortized over the estimate useful life of 10 (ten) years.

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 (CWIP) 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.

2.13 Leases

The Company has adopted IFRS 16: “Leases” on 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 statement of financial position) 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 statement of financial position) 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.

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 the estimated selling price in the ordinary course of the business less estimated cost
of completion of 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 shares, cash and cash equivalents, trade and 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 and shares

Investment in shares is recognized at fair value through profit or loss account as per para 4.1.5 of IFRS-9: “Financial
Instruments” 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.
209

ii. Cash and cash equivalents

Cash and cash equivalents include notes and coins in hand and at banks which are held and available for use by the Company
Annual Report 2022-23

without any restriction.


MJL Bangladesh PLC.

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.
210

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/fulfilled. The performance obligation is satisfied/fulfilled at a point in time when the
customer obtains the control of goods and services.

ii. Interest income

The interest income is recognized on an accrual basis on agreed terms and conditions.

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 among trading, manufacturing and oil tanker units

Common costs from 01 July 2022 to 30 June 2023 have been allocated among 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. 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. Employees of the Company contribute
10% of their basic salary as a subscription to the Fund. The Company also contributes an equal amount of the employees’
contribution. The Company introduced the contributory Provident Fund Scheme in 2009.

ii. Gratuity fund

The Company operates a funded 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 in 2020 as per IAS-19 “Employee Benefits”. The Company introduced the gratuity scheme in December
2010.

iii. Workers’ Profit Participation Fund

The Bangladesh Association of Publicly Listed Companies (BAPLC), on behalf of all the member companies, have filed an
appeal to the Ministry of Labour and Employment of Government of People’s Republic 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 of Chapter 15, Labour Act – 2006 to incentivize economic development
and preserving long term interests of the workers/labours in Bangladesh on 23 May 2019. BAPLC has given copies to the
other related ministries.
After reviewing the letter, the Ministry of Labour and Employment assured to the companies through BAPLC vide No.
40.00.0000.015.99.001.20-118 dated 27 March 2022 that this prayer has been sent to the working team of Bangladesh
Labour Act Amendment Committee for taking necessary action to amend the Rule 15 after scrutinizing with the law/act.

Since the implementation of WPPF lies within the domain of the Ministry of Labour and Enforcement, we are treating this
as contingent liabilities as per paragraph 10 of IAS -37: “Provision. Contingent Liabilities and Contingent Assets”, which
states that,

“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 control of the entity”

According to paragraph 27 and 28 of the IAS 37, we do not recognize this WPPF as a liability rather giving adequate
disclosure under paragraph 86 of the same IAS. Detailed disclosures have been given in note#37.

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 tax

Provision for current income tax has been made as per the prescribed rate in the Income Tax Act, 2023 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 tax

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 profit or loss and other comprehensive income as per IAS-12: “Income Taxes”.

2.20 Provision for liabilities

A provision is recognized in these financial statements 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 represents the excess of issue price over the nominal value of the shares. In the year 2011, the Company
issued 40 million ordinary shares of BDT10 each at a price of BDT115 per share. The aggregate amount of BDT4,200 million
was received as share premium. However, the net amount of BDT4,074 million was recognized as share premium after
deducting 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 profit or loss and other comprehensive income. This has been calculated by dividing the net
profit after tax by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share

No diluted earnings per share is required to be calculated for the year as there was no scope for dilution during the year
under review.

2.23 Foreign currency transaction


211

i. Foreign currency
Annual Report 2022-23

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 BDT which is the Company’s functional and presentation currency.
MJL Bangladesh PLC.

ii. Foreign currencies translation gains and losses

Foreign currencies are translated into BDT 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 profit or loss and other comprehensive income.
212

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.

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 and Exchange Rules 2020.

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 year in which the shareholders’ right to receive
payment is established.

However, the Board of Directors of the Company in its meeting held on 26 October 2023 has recommended cash dividend
@ 50% (i.e., BDT 5 per share) totaling BDT1,583,760,135. This will be placed for approval by the shareholders at the
forthcoming Annual General Meeting (AGM).

2.28 Approval of financial statements

These financial statements were approved by the Board of Directors on 26 October 2023

2.29 General

i. Figures appearing in these financial statements have been rounded off to the nearest BDT. As a result of these
rounding off, in some instances the total may not match the sum of individual balances; and

ii. Previous year’s figures have been rearranged wherever considered necessary to conform to the current year’s
presentation.
30 June 2023 30 June 2022
BDT BDT
3 Consolidated property, plant and equipment

A. Cost
Opening balance 28,581,281,772 26,155,693,246
Add: Addition during the year 1,202,433,444 2,589,146,087
29,783,715,216 28,744,839,333
Less: Disposal / reclassification during the year 25,496,964 163,557,562
Total (A) 29,758,218,252 28,581,281,772

B. Accumulated depreciation
Opening balance 7,433,435,419 6,446,414,502
Add: Charge during the year 1,114,233,474 1,123,066,420
8,547,668,893 7,569,480,922
Less: Disposal / reclassification during the 22,475,718 136,045,503
year
Total (B) 8,525,193,175 7,433,435,419
C. Written down value (A-B) 21,233,025,077 21,147,846,353

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

3A Property, plant and equipment

A. Cost
Opening balance 9,060,412,452 7,749,064,262
Add: Addition during the year 269,182,747 1,463,980,759
9,329,595,199 9,213,045,021
Less: Disposal / reclassification during the year 13,614,970 152,632,569
Total (A) 9,315,980,229 9,060,412,452

B. Accumulated depreciation
Opening balance 1,660,590,027 1,454,982,196
Add: Charged during the year 284,494,445 336,075,000
1,945,084,472 1,791,057,196
Less: Disposal / reclassification during the year 13,377,268 130,467,169
Total (B) 1,931,707,205 1,660,590,027
C. Written down value (A-B) 7,384,273,024 7,399,822,425

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

4 Consolidated intangible assets

A. Cost
Opening balance 99,917,544 32,998,419
Add: Addition during the year 1,763,000 66,919,125
101,680,544 99,917,544
Less: Disposal / (adjustment) during the year - -
Total (A) 101,680,544 99,917,544

B. Accumulated amortization
Opening balance 35,035,192 30,097,149
Add: Charged during the year 8,307,778 4,938,043
43,342,970 35,035,192
Less: Disposal / (adjustment) during the year - -
Total (B) 43,342,970 35,035,192
C. Written down value (A-B) 58,337,574 64,882,352
213

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


Annual Report 2022-23
MJL Bangladesh PLC.

30 June 2023 30 June 2022


BDT BDT

4A Intangible assets
214

A. Cost
Opening balance 79,280,032 12,646,858
Add: Addition during the year 1,763,000 66,633,174
81,043,032 79,280,032
Less: Disposal / (adjustment) during the year - -
Total (A) 81,043,032 79,280,032

B. Accumulated amortization
Opening balance 14,833,666 10,090,760
Add: Charged during the year 8,138,461 4,742,906
22,972,127 14,833,666
Less: Disposal / (adjustment) during the year - -
Total (B) 22,972,127 14,833,666
C. Written down value (A-B) 58,070,905 64,446,366

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

5 Consolidated right of use assets (RoUA) - Lease

A. Cost
Opening balance 234,993,009 226,561,605
Add: Addition during the year 8,496,248 8,431,404
243,489,257 234,993,009
Less: Disposal / (adjustment) during the year - -
Total (A) 243,489,257 234,993,009

B. Accumulated amortization
Opening balance 47,809,287 25,226,726
Add: Charged during the year 23,092,789 22,582,560
70,902,076 47,809,287
Less: Disposal / (adjustment) during the year (10) -
Total (B) 70,902,086 47,809,287
C. Written down value (A-B) 172,587,171 187,183,722

A schedule of Consolidated right of use assets (RoUA) - Lease is given in Annexure-C.

5A Right of use assets (RoUA) - Lease

A. Cost
Opening balance 4,881,453 2,960,616
Add: Addition during the year - 1,920,837
4,881,453 4,881,453
Less: Disposal / (adjustment) during the year - -
Total (A) 4,881,453 4,881,453

B. Accumulated amortization
Opening balance 3,180,887 1,727,027
Add: Charged during the year 1,453,849 1,453,850
4,634,736 3,180,877
Less: Disposal / (adjustment) during the year - (10)
Total (B) 4,634,736 3,180,887
C. Written down value (A-B) 246,717 1,700,566

A schedule of Right of use assets (RoUA) - Lease is given in Annexure-C.


30 June 2023 30 June 2022
BDT BDT
6 Consolidated investment property

A. Cost
Opening balance 177,566,854 154,794,740
Add: Transfer from PPE / addition during the year 275,480 22,772,114
177,842,334 177,566,854
Less: Disposal / (adjustment) during the year - -
Total (A) 177,842,334 177,566,854

B. Accumulated depreciation
Opening balance 7,020,436 3,263,818
Add: Transfer from PPE / Charge during the year 3,531,480 3,756,619
10,551,916 7,020,436
Less: (adjustment) /Disposal during the year (37,783) -
Total (B) 10,589,699 7,020,436
C. Written down value (A-B) 167,252,635 170,546,418

A schedule of consolidated investment property is given in Annexure-D.

6A Investment property

A. Cost
Opening balance 177,566,854 154,794,740
Add: Transfer from PPE / addition during the year 275,480 22,772,114
177,842,334 177,566,854
Less: Disposal / (adjustment) during the year - -
Total (A) 177,842,334 177,566,854

B. Accumulated depreciation
Opening balance 7,020,436 3,263,818
Add: Transfer from PPE / charge during the year 3,531,480 3,756,619
10,551,916 7,020,436
Less: (adjustment) / Disposal during the year (37,783) -
Total (B) 10,589,699 7,020,436
C. Written down value (A-B) 167,252,635 170,546,418

A schedule of investment property is given in Annexure-D.

7 Consolidated capital work-in-progress


Opening balance 241,384,919 335,155,687
Add: Addition during the year 184,800,262 441,830,568
426,185,182 776,986,255
Less: Transferred during the year 100,214,662 535,601,336
325,970,519 241,384,919

7A Capital work-in-progress
Opening balance 176,040,333 206,476,754
Add: Addition during the year 119,912,325 46,675,084
295,952,658 253,151,838
Less: Transferred during the year 71,981,229 77,111,505
223,971,428 176,040,333

8 Consolidated investment in subsidiaries and associate


Investment in Omera Petroleum Limited 1,858,409,582 1,858,409,582
Investment in Omera Cylinders Limited 1,118,176,831 1,118,176,831
215

Investment in Omera Gas One Limited 244,397,968 221,000,802


Investment in MJL (S) Pte. Ltd. 39,062,276 16,042,831
Annual Report 2022-23

3,260,046,658 3,213,630,046
Less: Intercompany balance / investment 2,976,586,414 2,976,586,414
283,460,244 237,043,633
MJL Bangladesh PLC.

30 June 2023 30 June 2022


BDT BDT
8.1 Omera Petroleum Limited (OPL) holds 50% share of Omera Gas One Limited (OGL), 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
216

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.
8A Investment in subsidiaries and associate
Investment in Omera Petroleum Limited 1,858,409,582 1,858,409,582
Investment in Omera Cylinders Limited 1,118,176,831 1,118,176,831
Investment in MJL (S) Pte. Ltd. 1,967,250 1,967,250
2,978,553,664 2,978,553,663

9 Consolidated investment in bonds and shares (Non current portion)


Invested by MJL Bangladesh PLC. 10,500,000 10,500,000

9.1 Consolidated investment in bonds and shares (Current portion)


Invested by MJL Bangladesh PLC. 361,643,467 165,937,641

9A Investment in bonds and shares (Non current portion)


Investment in Omera Logistics Limited 10,500,000 10,500,000

9A.1 Investment in bonds and shares (Current portion)


Investment in portfolio 323,139,155 127,933,329
Investment in Prime Bank Securities Ltd. 4,312 4,312
Investments in mutual funds 38,500,000 38,000,000
361,643,467 165,937,641
10 Consolidated inventories
MJL Bangladesh PLC. 1,953,738,958 1,193,434,016
Omera Petroleum Limited 1,666,662,655 1,018,808,713
Omera Cylinders Limited 641,634,653 889,636,437
4,262,036,266 3,101,879,166
10A Inventories
Raw materials Note 10A.1 990,436,683 445,647,178
Goods in transit Note 10A.2 - -
Work-in-progress Note 10A.3 45,148,835 39,484,840
Finished goods Note 10A.4 837,080,722 604,020,241
Vessel stocks Note 10A.5 64,103,965 88,676,704
Other inventories Note 10A.6 16,968,752 15,605,054
1,953,738,958 1,193,434,016

10A.1 Raw materials


Opening balance 445,647,178 341,671,449
Add: Purchase during the year 3,043,467,872 2,254,919,703
3,489,115,050 2,596,591,151
Less: Consumption during the year 2,498,678,367 2,150,943,974
990,436,683 445,647,178
10A.2 Goods in transit
Opening balance - 184,912,061
Add: Addition during the year - 373,625,037
- 558,537,098
Less: Transferred during the year - 558,537,098
- -

10A.3 Work-in-progress
Opening balance 39,484,840 38,747,139
Add: Addition during the year 2,379,995,802 1,516,469,581
2,419,480,642 1,555,216,720
Less: Transferred during the year 2,374,331,806 1,515,731,880
45,148,835 39,484,840
30 June 2023 30 June 2022
BDT BDT
10A.4 Finished goods
Opening balance 604,020,241 618,873,688
Add: Addition during the year 6,079,779,834 5,508,784,564
6,683,800,075 6,127,658,252
Less: Cost of revenue during the year 5,846,719,353 5,523,638,011
837,080,722 604,020,241
10A.5 Vessel stocks
Opening balance 88,676,704 33,079,864
Add: Addition during the year 465,597,957 357,155,970
554,274,661 390,235,833
Less: Consumption during the year 490,170,696 301,559,129
64,103,965 88,676,704
10A.6 Other inventories
Spare parts 11,281,457 6,007,709
Promo material 4,722,966 8,692,603
Consumable material 964,329 904,742
16,968,752 15,605,054
11 Consolidated trade and other receivables
Receivable from contract customers 1,171,812,784 1,008,762,792
Receivable from vessel freight 44,542,708 87,519,392
Accrued interest receivables 25,065 -
Other receivables 355,539,324 26,282,553
Current account with technical manager of MT Omera Legacy 1,286,236,119 488,916,336
Bank guarantee margin 219,449,574 1,683,892
3,077,605,574 1,613,164,965
Less: Set-off of subsidiaries' balance 113,119,206 43,453,808
2,964,486,368 1,569,711,157
11A Trade and other receivables

Receivable from contract customers 610,665,046 639,794,207


Receivable from vessel freight 44,542,708 87,519,392
Accrued interest receivables 25,065 -
Other receivables 24,224,027 26,145,824
Current account with technical manager of MT Omera Legacy 1,286,236,119 488,916,336
Bank guarantee margin 218,524,360 758,678
2,184,217,325 1,243,134,437
12 Consolidated intercompany receivables
Omera Fuels Limited Group Company 1,108,101,442 1,104,423,177
MJL (S) Pte. Ltd. Group Company 127,421,548 133,783,617
EC Holdings Ltd. Group Company 3,818,000 1,752,000
Omera Logistics Ltd Group Company 15,117,213 15,178,199
1,254,458,204 1,255,136,993
12A Intercompany receivables
Omera Fuels Limited Group Company 1,108,101,442 1,104,423,177
MJL (S) Pte. Ltd. Group Company 127,421,548 133,783,617
EC Holdings Ltd Group Company 3,818,000 1,752,000
Omera Logistics Ltd Group Company 15,117,213 15,178,199
1,254,458,204 1,255,136,993
13 Consolidated advances, deposits and prepayments
217

Advance to employees 9,371,054 7,165,200


Advance to suppliers 273,309,169 127,708,745
Annual Report 2022-23

Advance for land 10,654,818 6,420,897


Prepaid expenses 49,429,469 6,601,223
Security deposits 49,386,081 38,066,094
VAT receivables 90,662,982 4,081,846
MJL Bangladesh PLC.

30 June 2023 30 June 2022


BDT BDT
Prepayment 12,043,374 43,971,593
VAT current account 137,239 36,009,596
Advance income tax deducted at source 2,001,864,117 1,564,700,554
218

2,496,858,304 1,834,725,747

13A Advances, deposits and prepayments

Advance to employees 3,063,101 4,991,323


Advance to suppliers 142,181,912 70,563,760
Advance for land 10,654,818 6,420,897
Prepaid expenses 7,303,921 6,601,223
Security deposits 5,819,446 5,789,446
VAT receivables 90,662,982 4,081,846
259,686,180 98,448,494
14 Consolidated advance income tax
MJL Bangladesh PLC. 2,953,695,104 5,317,145,479

14A Advance income tax


Opening balance 5,317,145,479 4,326,856,801
Add: Paid during the year 373,204,614 990,288,678
5,690,350,093 5,317,145,479
Less: Adjustment during the year 2,736,654,988 -
2,953,695,104 5,317,145,479
15 Consolidated investment in fixed deposits
Investments in fixed deposits 3,970,603 2,056,258

15A Investments in fixed deposits

IPDC Finance Limited 1437,141 -


16 Consolidated cash and cash equivalents

Cash in hand 1,412,000 1,941,872


Cash at banks 646,277,182 204,877,907
647,689,182 206,819,779
16A Cash and cash equivalents
Cash in hand 44,543 144,240
Cash at banks Note 16A.1 131,913,421 128,647,395
131,957,965 128,791,634

16A.1 Cash at banks


Standard Chartered Bank 30,140,511 46,217,678
The Hongkong and Shanghai Banking Corporation Ltd. (22,848,466) 30,233,743
Commercial Bank of Ceylone PLC. 14,823,312 583,862
Woori Bank 1,109,325 2,771,100
Dutch-Bangla Bank Limited 17,169,697 219,893
Prime Bank Limited 28,079,286 329,010
Prime Bank Limited - Dividend accounts 15,693,863 16,732,308
Citibank N. A. (50,460,013) 18,419,977
BRAC Bank Limited 10,720,361 8,128,176
United Commercial Bank Limited 36,687,606 -
Eastern Bank Limited 4,663,693 4,280,426
Dhaka Bank Limited 45,938,914 -
Bank Alfalah Limited - 705,452
Jamuna Bank Limited 23,838 25,770
One Bank Limited 171,494 -
131,913,421 128,647,395

16A.2 The adverse balances represent overdrawn amounts created for issuing cheques without depositing the required
amount in the bank accounts which are subsequently cleared from the banks by transfer of required fund.
30 June 2023 30 June 2022
BDT BDT
17 Share capital

Authorised share capital


1,000,000,000 ordinary shares of Taka 10 each 10,000,000,000 10,000,000,000

Issued, called and paid-up:


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

Details of shareholdings are as under:

Name of the shareholder No. of shares % of holding BDT BDT

EC Securities Limited (ECSL) 164,906,818 52.062 1,649,068,180 1,649,068,180


Jamuna Oil Company Limited (JOCL) 61,621,900 19.454 616,219,000 616,219,000
Azam J Chowdhury 7,025 0.002 70,250 70,250
Tanjil Chowdhury 7,025 0.002 70,250 70,250
Others 90,209,259 28.479 902,092,590 902,092,590
316,752,027 100 .000 3,167,520,270 3,167,520,270

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

Less than 500 33,064 3,805,027 1.20 1.26


From 501 to 5,000 2,825 4,340,191 1.37 1.41
From 5,001 to 10,000 320 2,300,676 0.73 0.79
From 10,001 to 50,000 273 5,932,856 1.87 2.12
From 50,001 to 1,000,000 163 30,364,609 9.59 9.77
Above 1,000,000 15 270,008,668 85.24 84.65
36,660 316,752,027 100.00 100.00

18 Consolidated retained earnings


Opening retained earnings 5,606,555,860 5,329,536,279
Add: Consolidated total comprehensive income during the year 2,759,042,177 2,019,155,729
8,365,598,036 7,348,692,008
Less: Dividend paid during the year 1,583,760,135 1,742,136,149
6,781,837,901 5,606,555,860
18A Retained earnings
Opening retained earnings 4,721,767,244 4,276,132,010
Add: Total comprehensive income during the year 2,702,246,545 2,187,771,382
219

7,424,013,788 6,463,903,392
Less: Dividend paid during the year 1,583,760,135 1,742,136,149
Annual Report 2022-23

5,840,253,653 4,721,767,244
MJL Bangladesh PLC.

30 June 2023 30 June 2022


BDT BDT
19 Non-controlling interest
Opening balance 2,043,568,580 2,174,829,197
220

Add: Non-controlling interest during the year 2,926,767 (131,260,617)


- 2,046,495,346 2,043,568,580
20 Consolidated deferred tax liabilities
MJL Bangladesh PLC. 29,176,661 40,654,109
Omera Petroleum Limited 378,717,632 501,154,126
Omera Cylinders Limited 99,302,358 95,919,649
507,196,651 637,727,884

Opening deferred tax liabilities 637,727,884 1,030,849,217


Closing deferred tax liabilities 507,196,651 637,727,884
Deferred tax income 130,531,233 393,121,333

30 June 2023
20A Deferred tax liabilities BDT

Taxable/ (Deductable)
Carrying Amount Tax Base
Temporary Difference
Manufacturing and Trading unit
Property, plant and equipment 1,292,436,445 1,140,252,786 152,183,659
Intangible assets 58,070,905 19,372,168 38,698,737
Right of use assets (RoUA) - Lease 246,718 - 246,718
Lease obligation (340,657) - (340,657)
Investment in bonds and shares 361,639,155 405,793,170 (44,154,015)
Gratuity (751,137) - (751,137)
1,711,301,429 1,565,418,124 145,883,305

Applicable rate 20%


Deferred tax liability as on 30 June 2023 of Manufacturing and Trading unit 29,176,661
Deferred tax liability as on 30 June 2023 29,176,661
Deferred tax liability as on 30 Jun 2022 40,654,109
Deferred tax income for the year ended 30 June 2023 (11,477,448)

30 Jun 2022
BDT

Taxable/ (Deductable)
Carrying Amount Tax Base
Temporary Difference
Manufacturing and Trading Unit
Property, plant and equipment 1,381,302,876 1,168,619,234 212,683,642
Intangible assets 64,446,366 34,001,002 30,445,364
Right of use assets (RoUA) - Lease 1,700,566 - 1,700,566
Lease obligation (1,980,936) - (1,980,936)
Investment in bonds and shares 165,933,329 205,511,421 (39,578,092)
1,611,402,200 1,408,131,657 203,270,544

Applicable rate 20%


Deferred tax liability as on 30 June 2022 of Manufacturing and Trading unit 40,654,109

Deferred tax liability as on 30 Jun 2022 40,654,109


Deferred tax liability as on 30 Jun 2021 37,040,643
Deferred tax expenses for the year ended 30 June 2022 3,613,465
Shipping unit
Deferred tax liability as on 30 Jun 2022 -
Deferred tax liability as on 30 Jun 2021 269,835,980
Deferred tax income for the year ended 30 June 2022 (269,835,980)
Total deferred tax income during the year (266,222,514)
30 June 2023 30 June 2022
BDT BDT
21 Consolidated short term loan

Uses payment at sight loan (UPAS)


The Hong Kong and Shanghai Banking Corporation Limited 7,536,950,876 2,343,904,794
Standard Chartered Bank 494,015,638 2,347,391,005
Citibank N. A. - 660,193,775
Commercial Bank of Ceylon Limited 3,857,214 -
Dhaka Bank Limited - 910,597,425
Eastern Bank Ltd. - 35,043,617
8,034,823,729 6,297,130,616
Other facilities (revolving loan and post import financing)
The Hong Kong and Shanghai Banking Corporation Limited 300,000,000 25,000,000
Standard Chartered Bank - 30,000,000
The City Bank Limited 150,000,000 -
Citibank N. A. 150,000,000 185,000,000
United Commercial Bank Limited 80,000,000 120,000,000
Commercial Bank of Ceylon Limited 1,250,000,000 -
BRAC Bank Limited - 99,999,889
Jamuna Bank Limited 300,000,000 -
Eastern Bank Limited 780,000,000 390,000,000
Bank Alfalah Ltd 550,000,000 195,000,000
Dhaka Bank Ltd - 200,000,000
Dutch Bangla Bank Ltd 500,000,000 520,000,000
Mutual Trust Bank Limited 210,959,245 -
4,270,959,245 1,764,999,889
12,305,782,974 8,062,130,505
21A Short term loan

Uses payment at sight loan (UPAS)


Standard Chartered Bank 277,226,036 136,395,662
Commercial Bank of Ceylon Limited 3,857,214 -
The Hong Kong and Shanghai Banking Corporation Limited 526,757,417 246,182,101
Citibank N. A. - 285,228,883
807,840,666 667,806,647

Other facilities (revolving loan and post import financing)


The Hong Kong and Shanghai Banking Corporation
Limited 300,000,000 -
Citibank N. A. - 185,000,000
Eastern Bank Limited 430,000,000 -
Commercial Bank of Ceylon Limited 300,000,000 -
Dutch-Bangla Bank Limited 500,000,000 520,000,000
1,530,000,000 705,000,000

2,337,840,666 1,372,806,647
The interest and security details of these facilities are as follows:
Type of facility Interest rate (%) Nature of security
a. Short term loan * Promissory note and letter of continuation.
b. Other facilities * Registered first charge over stocks and book debts on pari-passu
6.75 - 8.75 p.a.
(revolving loan and post basis.
import financing)
* Corporate guarantee
c. UPAS loan 7.00% - 8.80% +SOFR * Against letter of credit

30 June 2023 30 June 2022


221

BDT BDT
22 Consolidated bank overdraft
Annual Report 2022-23

BRAC Bank Ltd 27,901,370 253,475


Trust Bank Limited 534,129 -
Eastern Bank Limited 4,988,750 -
Jamuna Bank Limited 975,610 390,990
MJL Bangladesh PLC.

30 June 2023 30 June 2022


BDT BDT

United Commercial Bank Limited 69,674,695 155,660


Dutch-Bangla Bank Limited 266,115,183 183,968,421
222

Standard Chartered Bank 945,186 -


Mutual Trust Bank Limited - 899,115
The Hong Kong and Shanghai Banking Corporation Limited - 23,843,007
Prime Bank Limited - 19,755,259
371,134,923 229,265,927
22A Bank overdraft
Dutch-Bangla Bank Limited 266,115,183 183,968,421
Standard Chartered Bank 945,186 -
The Hong Kong and Shanghai Banking Corporation Limited - 9,556,899
Prime Bank Limited - 19,755,259
267,060,369 213,280,579
23 Consolidated trade creditors
Accounts payable 1,600,620,791 1,736,573,658
ExxonMobil Asia Pacific Pte. Limited-blending fees
payable 226,078,206 205,464,968
VAT payable 12,832,904 -
Tax deducted at source from suppliers and employees 2,653,296 -
Advance received against supply of LPG 2,676,098 -
1,844,861,295 1,942,038,626
Less: Set-off with subsidiaries' balances 113,119,206 43,453,808
1,731,742,089 1,898,584,818
23A Trade creditors
Accounts payable 82,328,541 286,376,086
ExxonMobil Asia Pacific Pte. Limited-blending fees
payable 226,078,206 205,464,968
308,406,747 491,841,054

24 Consolidated provision for income tax

Opening balance 5,913,905,521 5,253,750,082


Add: Provision during the year 540,426,003 660,155,438
6,454,331,524 5,913,905,521
Less: Adjustment during the year 2,746,349,123 -
3,707,982,401 5,913,905,521

24A Provision for income tax


Opening balance 5,539,412,980 4,972,100,162
Add: Provision for the year 415,124,819 567,312,818
5,954,537,799 5,539,412,980
Less: Adjustment during the year 2,745,114,276 -
3,209,423,524 5,539,412,980

25 Consolidated other liabilities


Tax payable-deduction from suppliers 39,834,120 35,804,777
VAT payable-deduction from suppliers 16,951,688 16,137,422
Provision for expenses 178,854,215 66,728,352
Contract liabilities 254,555,698 253,398,323
Provision for gratuity 751,137 -
Others payable 148,221,502 129,760,246
Accrued interest on UPAS, STL and OD 194,335,716 61,915,206
Salary and other payable 48,924,910 50,869,510
Accruals of operating expenses 423,509,003 223,175,753
1,305,937,988 837,789,588
Less: Set-off with subsidiaries' balances - -
1,305,937,988 837,789,588
30 June 2023 30 June 2022
BDT BDT
25A Other liabilities

Tax payable-deduction from suppliers 25,866,529 23,021,532


VAT payable-deduction from suppliers 3,731,362 4,305,663
Contract liabilities 254,555,698 253,398,323
Provision for gratuity 751,137 -
Accrued interest on UPAS, STL and OD 32,347,373 6,551,680
Salary and other payable 48,924,910 43,861,662
Accruals of operating expenses 298,071,000 223,175,753
664,248,010 554,314,611

26 Segment reporting

Segment reporting is presented in accordance with IFRS 8: Operating Segments. Revenue attributable to MJL Bangladesh
PLC. 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 BDT2,229 million which accounted for 20% of total revenue. Revenue from
manufacturing unit is BDT4,497 million and trading lubricant is BDT4,566 million which accounted for 40% and 40% of
total revenue respectively.

Jul'22-Jun'23 Jul'21-Jun'22
MJL OPL OCL Total Total

27 Consolidated revenue

Revenue 1,544,144,852
12,643,722,811 19,798,980,371 33,986,848,034 27,207,352,707
Less: VAT 1,351,726,901 1,011,470,587 74,740,920 2,437,938,408 2,149,963,771
1,469,403,932
11,291,995,910 18,787,509,784 31,548,909,626 25,057,388,937
Adjustment of intercompany (7,847,552) - (822,644,658) (830,492,210) (791,188,157)
sales
11,284,148,358 18,787,509,784 646,759,274 30,718,417,416 24,266,200,780

Locally blended lubricants 4,466,867,932 - - 4,466,867,932 4,162,272,759


Imported lubricants local 4,544,399,501 - - 4,544,399,501 3,935,217,026
Sales
Export sales of lubricants 51,112,284 - - 51,112,284 74,180,722
Packaging materials 245,217 - - 245,217 -
Voyage freight earning 2,153,332,771 - - 2,153,332,771 1,018,662,276
Demurrage earning 76,038,204 - - 76,038,204 70,897,830
Sales revenue - Cylinder - - 854,293,295
18,787,509,784 18,787,509,784
Sales revenue - LPG - - 1,469,403,932 1,469,403,932
14,941,865,027
Service revenue - - - - -
Adjustment of intercompany (7,847,552) - (822,644,658) (830,492,210) (791,188,157)
sales
11,284,148,358 18,787,509,784 646,759,274 30,718,417,416 24,266,200,780

Manufacturing
27A Net revenue Oil Tanker Unit Trading Unit Total Total
Unit
Revenue 2,229,370,975 5,178,595,160 5,235,756,676
12,643,722,811 10,476,535,852
Less: VAT - 681,659,919 670,066,982 1,351,726,901 1,215,305,238
223

Net revenue 2,229,370,975 4,496,935,241 4,565,689,694 11,291,995,910 9,261,230,614


Annual Report 2022-23
MJL Bangladesh PLC.

Locally blended lubricants - 4,466,867,932 - 4,466,867,932 4,162,272,759


local sales
Imported lubricants local - - 4,544,399,501 4,544,399,501 3,935,217,026
sales
Export sales of lubricants - 30,067,308 21,044,976 51,112,284 74,180,722
224

Packaging materials - - 245,217 245,217 -


Voyage freight earning 2,153,332,771 - - 2,153,332,771 1,018,662,276
Demurrage earning 76,038,204 - - 76,038,204 70,897,830
2,229,370,975 4,496,935,241 4,565,689,694 11,291,995,910 9,261,230,614
Jul'22-Jun'23 Jul'21-Jun'22
MJL OPL OCL Total Total

28 Consolidated cost of revenue

Cost of revenue 7,436,549,944 1,316,946,415


16,350,953,039 25,104,449,398 20,749,175,286
Adjustment of intercompany
sales - (826,923,282) (3,568,928) (830,492,210) (791,188,157)
7,436,549,944 15,524,029,757 1,313,377,487 24,273,957,188 19,957,987,129

Jul‘22 - Jun‘23 Jul‘21 - Jun‘22


BDT BDT
28A Cost of revenue

Oil Tanker unit


Opening stock of bunker and other oil 88,676,705 33,079,864
Add: Purchase during the year 465,597,957 357,155,970
554,274,662 390,235,833
Less: Closing stock 64,103,965 88,676,705
490,170,697 301,559,128
Add: Other direct expenditure-
Port expenditure 63,914,938 53,332,680
Ship running expenditure 171,517,640 82,771,003
Technical operational expenditure 66,052,500 61,535,000
Salary of crew 92,581,084 59,605,150
Insurance expenditure 33,294,740 21,855,109
Depreciation 111,483,855 168,577,873
538,844,758 447,676,815
1,029,015,455 749,235,943

Manufacturing unit

Opening stock of raw material 445,647,178 341,671,449


Add: Purchase during the year 3,043,467,872 2,254,919,703
3,489,115,051 2,596,591,151
Less: Closing stock 990,436,683 445,647,178
Raw material used in production 2,498,678,368 2,150,943,973
Add: Overhead and operating expenses (Note 28A.1) 335,682,321 312,580,432
2,834,360,689 2,463,524,405
Add: Opening stock of work-in-progress 39,484,840 38,747,139
2,873,845,529 2,502,271,545
Less: Closing stock of work-in-progress 45,148,835 39,484,840
Cost of goods manufactured 2,828,696,694 2,462,786,705
Add: Opening stock of finished goods 177,704,802 221,200,382
Locally blended lubes available for sale 3,006,401,496 2,683,987,087
Less: Closing stock of finished goods 254,817,642 177,704,802
2,751,583,854 2,506,282,285
Add : Other overhead and expenses (5,466,738) (10,213,732)
2,746,117,116 2,496,068,553
Jul‘22 - Jun‘23 Jul‘21 - Jun‘22
BDT BDT
Trading unit

Opening stock 426,315,440 397,673,308


Add: Purchase during the year 3,830,505,203 3,045,997,859
4,256,820,644 3,443,671,167
Less: Closing stock 582,263,080 426,315,440
Consumption 3,674,557,564 3,017,355,727
Add : Other overhead and expenses (13,140,190) 4,771,409
3,661,417,374 3,022,127,136
7,436,549,944 6,267,431,632
28A.1 Overhead and operating expenses

Blending fees 169,270,785 154,161,790


Depreciation 49,432,282 58,439,476
Factory expenses 23,309,135 15,417,423
Employee compensation 44,239,020 41,820,922
Gratuity expenses 1,352,436 356,386
PF employer's contribution 1,720,341 1,649,743
Travelling expenses 318,950 636,518
Employee welfare 2,552,514 2,435,720
Entertainment 548,415 882,518
Training expenses - 59,073
Utilities 9,873,436 9,329,557
Printing, stationery and postage 397,141 577,391
Maintenance and repairing expenses 1,599,194 1,868,332
Government fees and charges 2,807,101 3,084,639
Jetty usage charges 1,228,245 1,186,429
Overhead variance - 203,499
Contract labour 18,301,580 11,526,053
Insurance expenses 2,299,019 2,435,427
Spares consumable 2,169,767 3,080,989
Lab consumable 309,662 21,194
Security service expenses 3,953,297 3,407,352
335,682,321 312,580,432

29 Consolidated other income

Financial income Note 29.1 127,086,286 117,570,618


Other business income Note 29.2 26,912,081 70,159,132
Non operatioal income Note 29.3 45,876,262 45,325,857
Share of profit/(loss) from associate and JV Note 29.4 53,451,940 (30,248,382)
Loss from investments Note 29.5 (5,906,713) (22,103,899)
247,419,856 180,703,326
Less: Adjustment of intercompany transactions - -
247,419,856 180,703,326

29.1 Consolidated financial income

Interest on deposit 110,177,201 108,442,228


Dividend income 16,909,085 9,128,391
127,086,286 117,570,618

29.2 Consolidated other business income


225

Gain / (loss) on sale of non-current assets 2,755,488 2,465,254


Sale of drums 1,234,783 576,087
Annual Report 2022-23

Other income 22,921,810 67,117,791


26,912,081 70,159,132
MJL Bangladesh PLC.

Jul‘22 - Jun‘23 Jul‘21 - Jun‘22


BDT BDT
29.3 Non operatioal income
Rent income 45,876,262 45,325,857
226

29.4 Share of profit/(loss) from associate and JV

MJL (S) Pte. Ltd. 30,054,774 (12,480,655)


Omera Gas One Limited (JV of Omera Petroleum Limited) 23,397,166 (17,767,727)
53,451,940 (30,248,382)

Audit of the financial statements of MJL (S) Pte. Ltd. is in progress. Thus, the provisional financial statements of MJL (S)
Pte. Ltd. are taken for consolidation.
29.5 Loss from investments

Loss from investments (5,906,713) (22,103,899)

(Amount in BDT)
Jul’22-Jun’23 Jul’21-Jun’22
Manufacturing
Trading Unit Total Total
Unit
29A Other income

Financial income Note 29A.1 62,236,076 63,187,614 125,423,690


115,397,007
Other business income Note 29A.2 7,060,464 7,168,413 14,228,877 27,360,454
Non operational income Note 29A.3 22,764,109 23,112,154 45,876,262 45,325,857

Loss from investments Note 29A.4 (2,930,951) (2,975,762) (5,906,713)


(22,103,899)
89,129,698 90,492,418 179,622,116 165,979,419

29A.1 Financial income


Interest on deposits 53,845,675 54,668,931 108,514,605
106,268,617
Dividend income 8,390,401 8,518,683 16,909,085 9,128,391
62,236,076 63,187,614 125,423,690 115,397,007

29A.2 Other business income


Gain / (loss) on sale of non-current assets 983,179 998,210 1,981,389 8,990,048
Sale of drums 612,707 622,075 1,234,783 576,087
Testing fee 3,081,556 3,128,670 6,210,226 3,888,198
Sale of slop oil 2,383,022 2,419,457 4,802,479 13,906,121
7,060,464 7,168,413 14,228,877 27,360,454

29A.3 Non operatioal income


Rent income 22,764,109 23,112,154 45,876,262 45,325,857

29A.4 Loss from investments


Loss from investments (2,930,951) (2,975,762) (5,906,713) (22,103,899)

(Amount in BDT)
Jul'22-Jun'23 Jul’21-Jun’22
MJL OPL OCL Total Total
30 Consolidated administrative and selling
expenses
Employee compensation 228,615,138 140,475,577 13,676,071 382,766,786
400,617,464
Gratuity expenses 6,975,889 - - 6,975,889 6,309,563
Provident fund - employer's contribution 8,780,467 - - 8,780,467 8,229,929
Directors' fees 2,132,804 2,273,333 330,001 4,736,138 4,228,914
(Amount in BDT)
Jul'22-Jun'23 Jul’21-Jun’22
MJL OPL OCL Total Total
AGM related expenses 1,549,651 - 58,040 1,607,691 776,722
Travelling expenses 6,301,304 15,488,742 2,063,923 23,853,969 17,353,459
Entertainment 1,076,515 2,143,383 - 3,219,898 5,112,029
Employee training and welfare 12,777,869 9,505,679 - 22,283,548 17,534,061
Transportation, storage and handling 45,870,365 30,311,320 96,587 76,278,272 89,216,198
Utilities 8,915,316 2,648,141 847,447 12,410,904 11,199,324
Telephone, cable and postage expenses 6,059,144 4,485,824 404,896 10,949,864 11,868,120
Membership / Subscription fees 498,426 11,760,811 - 12,259,237 12,743,293
Govt fees and charges 5,618,429 - - 5,618,429 5,225,015
Office repairs and renovation 30,373,283 22,511,905 2,674,344 55,559,532 47,161,245
Office rent - 4,752,879 1,854,799 6,607,678 6,938,766
Legal and professional fees 1,104,735 5,011,402 921,008 7,037,145 5,482,910
Audit fees and charges 995,000 - 230,000 1,225,000 1,225,250
Other contract services 21,331,751 - - 21,331,751 9,363,544
Indirect ship running expenses 10,123,490 - - 10,123,490 3,237,724
Insurance expenses 4,138,727 3,960,777 - 8,099,504 5,617,582
Advertisement and publications 1,651,919 31,435,791 4,928,350 38,016,060 74,491,944
Marketing expenses 10,494,197 - - 10,494,197 4,854,797
Branding expenses 48,595,923 - - 48,595,923 15,452,688
Sales promotion 42,432,489 - - 42,432,489 14,337,968
Land and city corporation tax 9,904,754 - - 9,904,754 1,255,004
Depreciation and amortization 27,639,232 7,025,801
135,248,248 169,913,281 152,759,564
Sales incentive expenses 7,299,916 - - 7,299,916 2,278,092
RDC operational expenses - 21,858,495 - 21,858,495 15,208,444
Donation, gift and contribution 64,422 2,209,716 - 2,274,138 1,489,380
Office supplies 6,375,546 - - 6,375,546 12,917,965
CSR expenses 20,751,567 - - 20,751,567 425,398
Security service expenses 10,861,040 - - 10,861,040 7,741,329
Labor and wages expenses 1,703,576 - - 1,703,576 833,880
VAT expenses - 245,000 - 245,000 672,750
Provision for doubtful receivables - 20,000,000 - 20,000,000 52,312,945
Depreciation - RoUA 1,453,848 - - 1,453,848 1,453,850
700,075,747 358,718,007 35,111,267 1,093,905,021 1,027,927,109

Jul'22-Jun'23 Jul'21-Jun'22
Oil Tanker Manufacturing Trading
Total Total
Unit Unit Unit
30A Administrative and selling expenses
Employee compensation - 113,440,364 228,615,138
115,174,774 217,911,171
Gratuity expenses - 3,461,483 3,514,406 6,975,889 6,309,563
Provident fund - employer's contribution - 4,356,927 4,423,540 8,780,467 8,229,929
227

Directors' fees 421,078 849,370 862,356 2,132,804 1,955,580


AGM related expenses 305,947 617,134 626,570 1,549,651 450,000
Annual Report 2022-23

Travelling expenses - 3,126,749 3,174,555 6,301,304 5,580,128


Entertainment 212,536 428,712 435,267 1,076,515 1,906,502
Employee training and welfare - 6,340,464 6,437,405 12,777,869 6,786,156
Transportation, storage and handling - 22,761,182 23,109,182 45,870,365 55,225,133
MJL Bangladesh PLC.

Jul'22-Jun'23 Jul'21-Jun'22
Oil Tanker Manufacturing Trading
Total Total
Unit Unit Unit
Utilities - 4,423,839 4,491,476 8,915,316 7,799,773
Telephone, cable and postage expenses - 3,006,588 3,052,556 6,059,144 5,687,930
228

Membership/subscription fees - 247,322 251,104 498,426 1,963,066


Government fees and charges - 2,787,902 2,830,527 5,618,429 5,225,015
Office supplies - 3,163,589 3,211,958 6,375,546 12,917,965
Office repairs and renovation - 15,071,427 15,301,856 30,373,283 15,812,332
Gift and donation expenses - 31,967 32,456 64,422 322,233
CSR expenses - 10,297,067 10,454,500 20,751,567 425,398
Security service expenses - 5,389,321 5,471,719 10,861,040 7,741,329
Labor and wages expenses - 845,326 858,250 1,703,576 833,880
Sales incentive expenses - 3,622,267 3,677,649 7,299,916 2,278,092
Legal and professional fees - 548,177 556,558 1,104,735 1,478,480
Audit fees and charges 196,442 396,250 402,308 995,000 995,250
Other contract services - 10,584,958 10,746,793 21,331,751 8,958,544
Indirect ship running expenses 10,123,490 - - 10,123,490 3,237,724
Insurance expenses - 2,053,664 2,085,063 4,138,727 4,601,400
Advertisement and publications - 819,693 832,226 1,651,919 4,867,133
Marketing expenses - 5,207,291 5,286,906 10,494,197 4,854,797
Branding expenses - 24,113,623 24,482,300 48,595,923 15,452,688
Sales promotion - 21,055,286 21,377,204 42,432,489 14,337,968
Land and city corporation tax 1,955,489 3,944,479 4,004,787 9,904,754 1,255,004
Depreciation and - 67,111,087 68,137,161
amortization 135,248,248 116,912,810
Depreciation - RoUA - 721,409 732,439 1,453,848 1,453,850
13,214,981 340,824,916 346,035,850 700,075,747 543,766,822

Jul'22-Jun'23 Jul'21-Jun'22
BDT BDT
31 Consolidated financial charges

Interest on short term loan 792,405,940 282,158,246


Bank charges 21,838,749 9,039,699
Finance expenses - lease 15,772,704 16,691,921
Foreign exchange loss 1,589,058,629 1,002,989,746
2,419,076,022 1,310,879,612
Less: Adjustment of intercompany transactions - -
2,419,076,022 1,310,879,612

Jul'22-Jun'23 Jul'21-Jun'22
Oil Tanker Manufacturing Trading
Total Total
Unit Unit Unit
31A Financial charges

Interest on short term loan - 73,122,098 74,240,075 147,362,174 64,624,963


Bank charges 312,459 2,740,474 2,782,374 5,835,307 3,875,790
Finance expenses - lease - 49,959 50,722 100,681 255,414
Foreign exchange loss 14,965,193 30,186,767 30,648,298 75,800,258 58,393,724
15,277,652 106,099,298 107,721,470 229,098,420 127,149,891

32 Consolidated earnings per share (CEPS) - Basic


Comprehensive income attributable to ordinary shareholders 2,759,042,177 2,016,820,329
Other comprehensive (loss) / income (7,035,328) 2,483,561
Net profit after tax attributable to ordinary shareholders 2,766,077,505 2,014,336,768
Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Consolidated earnings per share (CEPS) - Basic 8.73 6.36
30 June 2023 30 June 2022
BDT BDT
32A Earnings per share (EPS) - Basic
Net profit after tax (numerator) 2,702,246,543 2,187,771,383
Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Earnings per share (EPS) - Basic 8.53 6.91

Diluted EPS is not required to be calculated as there is no scope of dilution.


Reasons for higher basic EPS:
From 01 July 2022 to 30 June 2023, the standalone net revenue of MJL Bangladesh PLC. has increased by 22% largely
due to higher freight rate of oil tanker segment along with the currency depreciation against US dollar.

Consolidted basic EPS increased mainly due to higher EPS of MJL Bangladesh PLC. as mentioned above and the profit
added by subsidiaries.

33 Consolidated net asset value (NAV)

Net assets (total assets-liabilities-non controlling interest) 14,023,358,171 12,848,076,130


Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Consolidated net asset value (NAV) per share 44.27 40.56

33A Net asset value (NAV)

Net assets (Total assets- liabilities) 13,081,773,923 11,963,287,514


Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Net asset value (NAV) per share 41.30 37.77

Jul'22-Jun'23 Jul'21-Jun'22
BDT BDT
34 Consolidated Net Operating Cash Flow Per Share (NOCFPS)
Net operating cash flows 596,296,519 1,450,416,335
Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Consolidated net operating cash flow per share 1.88 4.58

34A Net operating cash flow per share (NOCFPS)

Net operating cash flow 959,591,104 1,752,695,938


Number of ordinary shares outstanding (denominator) 316,752,027 316,752,027
Net operating cash flow per share 3.03 5.53

35 Related party disclosures

i) Related party transactions


During the year, the Company has 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:
(Outstanding) (Outstanding)
/ Receivable (Receives)/ / Receivable
Name of the Nature of Nature of Transaction
Balance on Payments Balance on
party Transactions Relationship value (BDT)
01 July 2022 (BDT) 30 June 2023
(BDT) (BDT)
Additive
purchase, Rent (6,000,000) (273,913,575) 279,913,575 -
EC Distribution Group
payment
Ltd. company
Sale of finished
17 27,152,162 (25,016,847) 2,135,331
229

products
East Coast Additive Group
(26,599,597) (747,392,110) 773,991,706 -
Trading (Pvt) Ltd. purchase company
Annual Report 2022-23

Jamuna Oil Sale of finished


(4,583,928) 1,568,744,416 (1,604,621,191) (40,460,702)
Company products Shareholder
Limited Diesel Purchase - (6,466,802) 6,466,802 -
MJL Bangladesh PLC.

(Outstanding) (Outstanding)
/ Receivable (Receives)/ / Receivable
Name of the Nature of Nature of Transaction
Balance on Payments Balance on
party Transactions Relationship value (BDT)
01 July 2022 (BDT) 30 June 2023
(BDT) (BDT)
Rent Income - 1,636,644 (1,636,644) -
230

Payments
Omera Fuels borne by MJL Group 1,104,423,177 88,664,628 (84,986,363) 1,108,101,442
Bangladesh
Ltd. PLC. company
Sale of finished
- 116,563 (116,563) -
products
Supply of
plastic can and - (112,499,033) 112,499,033 -
Parkesine Group
pails
Products Ltd. company
Sale of finished
(3,442) 9,558,488 (9,599,541) (44,495)
products
LPGs purchase
for Café 8 in
Omera Corporate 145,321 (681,440) 708,769 172,650
Mobil House
Petroleum Subsidiary
(Dhaka)
Limited
Rent income (2,751,000) 17,885,711 (17,829,502) (2,694,791)
Sale of finished
(3,783) 4,278,624 (4,274,841) -
products
Omera Rent income (1,176,350) 7,582,416 (7,582,416) (1,176,350)
Cylinders Sale of finished Subsidiary
- 3,580,928 (3,580,928) -
Limited products
Payments
borne by MJL
15,178,199 1,139,015 (1,200,000) 15,117,213
Bangladesh
PLC.
Omera Group
Transport
Logistics Ltd. company - (13,449,353) 15,590,255 2,140,902
Services
Rent income - 781,956 (456,141) 325,815
Sale of finished
- - - -
products
Clean Fuel Sale of finished
6,154,193 98,814,834 (98,864,777) 6,104,250
products Group
Filling Station
Payments for company
Ltd. - (3,790,241) 3,790,241 -
fuel purchase
Common
Prime Bank Ltd. Rent income (690,000) 4,368,908 (3,678,908) -
control
Payments for
- (1,409,640) 1,409,640 -
Tanker
EC Shipping Group
Rent Income-
Lines Ltd. company
MH-Ctg. Guest - 39,876 (39,876) -
House
EC Bulk Carrier Payments for Group
(4,192,219) (66,052,500) 69,963,331 (281,388)
Ltd. Tanker company
Sale and
payment
MJL (S) Pte.
for finished Associate 133,783,617 31,979,104 (38,341,173) 127,421,548
Ltd.
products for
Tanker
Rent income (2,020,867) 11,944,652 (11,938,882) (2,015,097)
Omera Gas Group
Sale of finished
One Limited company - 160,960.00 (160,960.00) -
products
*The Company purchases main components of raw materials, e.g. base oils, mainly from ExxonMobil (EM). To formulate
the lubricants, the Company needs 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 the Company purchases the packing material
from the group companies in a market competitive price.
**The Company provides 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 from 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.
ii) Particulars of Directors of MJL Bangladesh PLC. as at 30 June 2023

BOD of MJL
Entities they represent / where Directorship / Sponsorship / Ownership with
Name Bangladesh
they have interests other companies
PLC.
Md. Nurul Alam Chairman Jamuna Oil Company Limited "Titas Gas Transmission & Distribution Co. Ltd. -
Chairman
Bangladesh Gas Fields Co. Ltd. - Chairman
Bangladesh Petroleum Exploration & Production
Co. Ltd. (Bapex) - Chairman
Padma Oil Company Ltd. (POCL) - Chairman
Omera Fuels Ltd. (Nominee Director) - Chairman
Omera Gas One Ltd. (Nominee Director) -
Chairman
Omera Petroleum Ltd. (Nominee Director) -
Chairman
Omera Cylinders Ltd. (Nominee Director) -
Chairman
Omera Tank Terminal Ltd. - Chairman
Karnaphuli Fertilizer Co. Ltd. (KAFCO) - Chairman
Bangladesh Infrastructure Finance Fund Ltd.
(BIFFL) - Director
Bangladesh Petroleum Institute - Chairman
Karnphully Gas Distribution Co. Ltd. - Director
Bangladesh Bridge Authority (BBA) - Director
Gas Transmission Company Ltd. (GTCL) -
Chairman
Meghna Petroleum Ltd (MPL) - Chairman"
Mr. Azam J Managing EC Securities Ltd. "Prime Bank Limited
Chowdhury 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)
Omera Tank Terminal Ltd. (Nominee Director)"
Mr. Abdul Director EC Securities Ltd. "Tiger Tours Ltd.
-Muyeed Summit Alliance Port Ltd. (Independent Director)
Chowdhury ACI Formulations Ltd. (Independent Director)
ACI Ltd. (Nominated Director)
Independent Director, National Housing Finance
& Investment Limited and also a member of its EC
231

and Chairman of the Audit Committee.


Desh Garments Ltd. (Nominee Director)
Omera Fuels Ltd. (Nominee Director)
Annual Report 2022-23

Omera Petroleum Ltd. (Nominee Director)


Omera Cylinders Ltd. (Nominee Director)
Omera Chemicals Ltd. (Nominee Director) "
MJL Bangladesh PLC.

BOD of MJL
Entities they represent / where Directorship / Sponsorship / Ownership with
Name Bangladesh
they have interests other companies
PLC.
Mr. Md. Gias Director Jamuna Oil Company Limited "Omera Fuels Ltd. (Nominee Director)
Uddin Ansary Omera Petroleum Ltd. (Nominee Director)
232

Omera Cylinders Ltd. (Nominee Director)"


Mr. Tanjil Director EC Securities Ltd. "Prime Bank Limited
Chowdhury 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.
Radiant Alliance 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)
Omera Tank Terminal Ltd. (Nominee Director)"
Mr. G.M. Independent "Operations Director, Policy Research Institute
Khurshid Alam Director (PRI) of Bangladesh (Non profit Organisation)
Director Prime Bank Investment Limited (PBIL)
Chairman, Prime Bank Securities Limited (PBSL)"
Prof. Nausheen Independent "Omera Petroleum Limited (Nominee Director)
Rahman Director Omera Cylinders Limited (Nominee Director)
Mir Akter Hossain Ltd. (Independent Director) "
30 June 2023 30 June 2022
36 Commitments

i. Contracted but not accounted for BDT766 million BDT320 million


ii. Approved but not contracted for: purchase of newly built AFRAMAX tanker BDT7884 million -
iii. Outstanding letters of credit and bill acceptance BDT962 million BDT316 million
37 Contingencies and corporate guarantee
Contingencies
Disputed tax and VAT related issues BDT520 million BDT520 million

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.
Workers’ Profit Participation Fund

Since the implementation of WPPF lies within the domain of the Ministry of Labour and Enforcement, the Company is
treating this as contingent liabilities as per paragraph 10 of IAS-37: “Provision. Contingent Liabilities and Contingent
Assets”. According to paragraph 27 and 28 of the IAS 37, the Company does not recognize WPPF as a liability rather
giving adequate disclosure under paragraph 86 of the same IAS as:
As per Labour (Amenment) Act 2013, the estimated financial effect as contingent liability of WPPF for the year 2022-
2023 is BDT147,899,710 and the cumulative effect as contingent liability as of 30 June 2023 is BDT1,213,503,034.
Corporate guarantees:
The Company has provided corporate guarantees to the subsidiaries, associates and group companies. List of guarantees
as at 30 June 2023 are given below:

Company 30 June 2023 30 June 2022


Omera Petroleum Limited BDT17,309,388,000 BDT14,568,188,000
Omera Cylinders Limited BDT1,220,000,000 BDT1,220,000,000
MJL (S) Pte. Ltd. USD 80,000,000 USD 40,000,000
The Company provides corporate guarantees 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.
30 June 2023 30 June 2022
Capacity
Utilization Utilization
38 Capacity utilization
Lube oil (Mobil + Omera) 150 kB 56.03% 60.20%
Omera grease 850 MT 7.08% 8.71%
Viscocity improver (VI) 800 MT 73.81% 76.71%
Omera transfer oil 2000 MT 7.37% 9.02%

Note: 159 Ltr.= 1 Barrel and 1000 kg=1 MT


MT Omera Legacy DWT -MT 107,091 107,091

39 Disclosure on managerial remuneration:

30 June 2023 30 June 2022


Particulars Managing Other Managing Other
Total Total
Director managers Director managers
Basic salary 10,800,000 98,725,857 109,525,857 10,320,000 94,565,857 104,885,857
House rent 4,500,000 43,218,079 47,718,079 4,300,000 41,410,038 45,710,038
Conveyance 900,000 8,227,155 9,127,155 860,000 7,878,403 8,738,403
Medical 1,200,000 8,227,155 9,427,155 1,200,000 7,878,403 9,078,403
Bonus/
10,800,000 74,857,431 85,657,431 10,380,000 84,692,364 95,072,364
Incentives
Other
1,800,000 6,201,950 8,001,950 1,720,000 5,911,360 7,631,360
allowances
Total salaries
30,000,000 239,457,627 269,457,627 28,780,000 242,336,424 271,116,424
and allowances
40 Blending fees payable to ExxonMobil:
MJL Bangladesh PLC. 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 2022 and for the 1st half of 2023 (January - June 2023).
June 2022 Conversion June 2022 June 2023 Conversion June 2023
USD Rate BDT USD Rate BDT
January to
852,185.41 88.17 75,139,514 693,772.08 105.49 73,182,796
June
July to
784,929.94 98.74 77,505,366
December
Adjustment 2,448.43 102.32 250,529 - -
1,639,563.78 152,895,409 693,772.08 73,182,796
From 01 July 2022 to 30 June 2023, the Company has made payment to ExxonMobil amounting to BDT132,350,512
(equivalent to USD 1,543,151) as blending fees.

Jul‘22 - Jun‘23 Jul‘21 - Jun‘22


BDT BDT
41 Gross profit ratio

Sales (denominator) 11,291,995,910 9,261,230,614


Gross profit (numerator) 3,855,445,966 2,993,798,981
Gross profit ratio 34.14% 32.33%

42 Net profit ratio


Sales (denominator) 11,291,995,910 9,261,230,614
Net profit after tax (numerator) 2,702,246,543 2,187,771,383
Net profit ratio 23.93% 23.62%
233

43 Financial risk management


Annual Report 2022-23

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.
MJL Bangladesh PLC.

44 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
234

risk profile i.e. frequency of payment, legal status, financial condition etc. Trade and other receivables consist of domestic
receivables, export receivables, inland export receivables and interest receivables. As at 30 June 2023, a substantial part of
the receivables are those from Bangla Trac Limited and other clients are subject to insignificant credit risk. Risk exposures
from other financial assets, i.e. cash at banks 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:
30 June 2023 30 June 2022
BDT BDT
Trade and other receivables 2,184,217,325 1,243,134,437
Intercompany receivables 1,254,458,204 1,255,136,993
Investment in bonds and shares (Current portion) 361,643,467 165,937,641
Investment in bonds and shares (Non-current portion) 10,500,000 10,500,000
Cash and cash equivalents 131,957,965 128,791,634
3,942,776,960 2,803,500,705
The maximum exposure to credit risk for financial assets as at the statement of financial position date by geographic regions was:
Domestic 2,428,103,632 2,006,394,747
Foreign 1,514,673,328 797,105,958
3,942,776,960 2,803,500,705
(b) Ageing of trade receivables
The ageing of gross trade receivables as at the statement of financial position date was:
Past due 0-90 days 355,355,317 674,451,677
Past due 91-180 days 32,336,481 21,731,697
Past due 181 -365 days 7,878,722 25,202,322
Past due more than 365 days 15,379,915 9,371,968
410,950,435 730,757,664
45 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 in time, 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.

Contractual cash 1 year or less More than 1 year


flows BDT BDT BDT
As of 30 June 2023
Short term loan 2,337,840,666 2,337,840,666 -
Lease obligation - (RoUA) 340,657 340,657 -
Bank overdraft 267,060,369 267,060,369 -
Trade creditors 308,406,747 308,406,747 -
Provision for income tax 3,209,423,524 3,209,423,524 -
Subscription money payable 49,67,581 49,67,581 -
Unpaid dividend 20,464,577 20,464,577 -
Other liabilities 664,248,010 664,248,010 -
6,812,752,130 6,812,752,130 -

As at 30 June 2022

Short term loan 1,372,806,647 1,372,806,647 -


Lease obligation - (RoUA) 1,695,885 1,695,885 -
Bank overdraft 213,280,579 213,280,579 -
Trade creditors 491,841,054 491,841,054 -
Provision for income tax 5,539,412,980 5,539,412,980 -
Subscription money payable 49,67,581 49,67,581 -
Unpaid dividend 21,092,454 21,092,454 -
Other liabilities 554,314,611 554,314,611 -
8,199,411,791 8,199,411,791 -

46 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 fees 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:
30 June 2023 30 June 2022
BDT BDT
Foreign currency denominated assets
Trade receivables - export sales 5,769,951 9,422,720
Other receivables and foreign currency bank balances 1,381,481,829 653,899,621
MJL (S) Pte. Ltd. 127,421,548 133,783,617
1,514,673,328 797,105,958

Foreign currency denominated liabilities


(Avance to vendor)/Accounts payable (7,756,926) 101,589,746
ExxonMobil Asia Pacific Pte. Ltd. - blending fees payable 226,078,206 -

205,464,968
Short term loan - UPAS loan 807,840,667 667,806,647
1,026,161,947 974,861,361
488,511,381 (177,755,403)
The following rate has been applied:

US Dollar ($) 108.02 93.50


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 at 30 June 2023.
Profile
As at 30 June 2023, the interest rate profile of the Company's interest bearing financial instruments was:
Fixed rate instruments
Financial assets (short term investments - FDR) 1,437,141 -

Financial liabilities 2,605,241,692 1,587,783,110

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 at 30 June 2023 As at 30 June 2022
Carrying amount Fair value Carrying amount Fair value
BDT BDT BDT BDT
Financial assets:
Assets carried at fair value through profit or loss
235

Investment in shares 323,143,467 323,143,467 127,937,641 127,937,641


Investment in mutual funds 38,500,000 38,500,000 38,000,000 38,000,000
Annual Report 2022-23

Assets carried at amortized cost


Short term investment - FDR 1,437,141 1,437,141 - -
Investment in shares 10,500,000 10,500,000 10,500,000 10,500,000
MJL Bangladesh PLC.

Trade receivables and others 2,184,217,325 2,184,217,325 1,243,134,438 1,243,134,438


Intercompany receivables 1,254,458,204 1,254,458,204 1,255,136,993 1,255,136,993
Investment in subsidiaries and associate 2,978,553,664 2,978,553,664 2,978,553,663 2,978,553,663
6,790,809,800 6,790,809,800 5,653,262,734 5,653,262,734
236

As at 30 June 2023 As at 30 June 2022


Carrying amount Fair value Carrying amount Fair value
BDT BDT BDT BDT
Financial liabilities:

Liabilities carried at fair value through profit or loss

Liabilities carried at amortised cost


Short term loan 2,337,840,666 2,337,840,666 1,372,806,647 1,372,806,647
Current portion of lease obligation-(RoUA) 340,657 340,657 1,695,885 1,695,885
Bank overdraft 267,060,369 267,060,369 213,280,579 213,280,579
Sundry creditors 308,406,747 308,406,747 491,841,054 491,841,054
Provision for income tax less AIT 255,728,419 255,728,419 222,267,501 222,267,501
Subscription money payable 4,967,581 4,967,581 4,967,581 4,967,581
Unpaid dividend 20,464,577 20,464,577 21,092,454 21,092,454
Other liabilities 664,248,010 664,248,010 554,314,612 554,314,612
3,859,057,026 3,859,057,026 2,882,266,313 2,882,266,313

47 Reconciliation of consolidated net profit with cash flows from


operating activities:
Jul'22-Jun'23 Jul'21-Jun'22
BDT BDT

Net profit before tax 3,178,899,042 2,150,110,256


Adjustment for MJL (S) Pte. Ltd. (30,054,774) 12,480,655
Adjustment for:
Depreciation 1,140,857,741 1,148,761,233
Amortization 8,307,778 4,938,043
Gain on sale of assets (3,744,779) (11,455,302)
Foreign exchange loss 755,493,773 325,953,907
Adjustment for non-operating items:
Tax paid (382,898,750) (1,334,186,151)
Investment income (119,516,977) (93,293,108)
Operating cash flows before changes in working capital 4,547,343,054 2,203,309,534
Changes in working capital:
Inventories (1,160,157,099) (429,844,828)
Receivables (1,464,415,543) (272,685,569)
Advances, deposits and prepayments (657,933,033) (33,249,164)
Trade creditors (98,939,219) 392,679,196
Other liabilities 361,523,586 154,378,592
Investment in bonds and shares (23,397,166) 17,767,727
Advance lease rental against cylinder (1,016,301,011) (605,742,695)
Accrued interest 108,572,949 23,803,542
(3,951,046,535) (752,893,199)
Net cash flows from operating activities 596,296,519 1,450,416,335

Reconciliation of net profit with cash flows from operating activities:

Net profit before tax 3,105,893,915 2,488,861,687


Adjustment for:
Depreciation 289,479,772 340,641,103
Amortization 8,138,462 4,742,906
Gain on sale of assets (1,981,389) (8,990,048)
Foreign exchange gain (8,891,342) (315,172)
Adjustment for non-operating items:
Tax paid (381,663,900) (990,288,678)
Investment income (119,516,977) (93,293,108)
Operating cash flows before changes in working capital 2,891,458,541 1,741,358,690
Changes in working capital:
Inventories (760,304,941) 27,336,025
Receivables (941,057,822) (17,267,704)
Advances, deposits and prepayments (157,003,764) (30,453,810)
Trade creditors (183,434,307) (42,269,931)
Other liabilities 109,933,398 73,992,667
(1,931,867,436) 11,337,248
Net cash flows from operating activities 959,591,104 1,752,695,938

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


2022-23
BDT
Company Particulars Ref Amount in BDT Rate
Profit before tax 3,105,893,915
Total tax expense (A) 403,647,371 13.00%
Adjustment (B): 217,418,825 7.00%
Deferred tax 11,477,448 0.37%
Taxable perquisites u/s 30(e) (42,329,008) (8,465,802) -0.27%
MJL Bangladesh Temporary differences (145,883,305) (29,176,661) -0.94%
PLC. Income from ship-Exempted 1,171,862,887 234,372,577 7.55%
Disallowed ship running expenses 10,710,000 2,142,000 0.07%
Export income exemption 11,685,870 934,870 0.03%
Exemption for other items 13,762,879 2,752,576 0.09%
Dividend income-rate adjustment 16,909,085 3,381,817 0.11%
Standard Corporate Tax (A+B) 621,066,196 20.00%

Gross receipt 19,204,412,254


Total tax expense (A) 762,729 0.00%
Omera Adjustment (B): 121,218,365 0.60%
Petroleum Deferred tax 122,436,494 0.64%
Limited Disallowed expenses (23,513,743) (6,466,279) -0.03%
Taxable perquisites u/s 30(e) (4,429,559) (1,218,129) -0.01%
Standard Corporate Tax (A+B)* 121,981,094 0.60%

Gross Receipt 1,469,403,932


Omera Total Tax Expense (A) 5,484,670 0.37%
Cylinders Adjustment (B): 3,382,709 0.23%
Limited Deferred tax 3,382,709 0.23%
Standard Corporate Tax (A+B)* 8,867,379 0.60%
* Tax on Gross Receipt
2021-22
BDT
Company Particulars Ref Amount in BDT Rate
Profit before tax 2,488,861,688
Total tax expense (A) 301,090,305 12.10%
Adjustment (B): 258,903,574 10.40%
Deferred tax 266,222,513 10.70%
237

MJL Bangladesh Taxable perquisites u/s 30(e) (9,183,610) (2,066,312) -0.08%


PLC. Temporary differences (47,038,023) (10,583,555) -0.43%
Annual Report 2022-23

Export income exemption 19,459,268 2,043,223 0.08%


Exemption for other items 13,597,757 3,059,495 0.12%
Dividend income-rate adjustment 9,128,391 228,210 0.01%
Standard Corporate Tax (A+B) 559,993,879 22.50%
MJL Bangladesh PLC.

Company Particulars Ref Amount in BDT Rate


Gross receipt 14,293,728,864
Total tax expense (A) (63,304,689) -0.44%
Omera
Adjustment (B): 149,244,493 1.04%
238

Petroleum
Deferred tax 151,017,880 1.06%
Limited
Taxable perquisites u/s 30(e) (6,448,681) (1,773,387) -0.01%
Standard corporate tax (A+B)* 85,939,804 0.60%

Gross receipt 854,904,845


Omera Total tax expense (A) 29,248,489 3.42%
Cylinders Adjustment (B): (24,119,060) -2.82%
Limited Deferred tax (24,119,060) -2.82%
Standard corporate tax (A+B)* 5,129,429 0.60%
* Tax on Gross Receipt
30 June 2023 30 June 2022
BDT BDT

49 Consolidated unpaid dividend

Unpaid dividend - 2018-19 - 5,991,136


Unpaid dividend - 2019-20 6,685,999 6,805,445
Unpaid dividend - 2020-21 7,882,862 8,295,873
Unpaid dividend - 2021-22 5,895,716 -
20,464,577 21,092,454

50 Number of employees

The total number of employees of the Company as at 30 June were as


follows:
i) Remuneration up to Taka 3,000 per month - -
ii) Remuneration above Taka 3,000 per month 173 172
173 172

51 Quantity movement

Raw materials Packaging Work-in- Locally blended Imported finished


Particulars
(kg) materials (pcs) progress (ltr) finished goods (ltr) goods (ltr)
Opening balance 1,745,083 5,176,449 260,337 1,175,423 1,501,129
Add: Received 14,903,614 22,233,752 14,869,977 26,342,509 14,768,771
Available 16,648,697 27,410,201 15,130,314 27,517,932 16,269,900
Less: Issued 13,134,488 19,694,944 14,880,292 26,203,576 14,716,986
Closing balance 3,514,209 7,715,257 250,022 1,314,356 1,552,914
MJL Bangladesh PLC. Annexure-A

Consolidated Schedule of Property, Plant and Equipment


As at 30 June 2023
Amount in BDT
Cost Depreciation
Written down
Name of assets (Disposal) / (Disposal) / value as at
Balance as at Addition during (Reclassification) Balance as at Balance as at Charged during the (Reclassification) Balance as at
01 July 2022 the year 30 Jun 2023 01 July 2022 year 30 Jun 2023 30 Jun 2023
during the year during the year

Manufacturing and Trading unit


Land 5,552,568,344 160,355,998 (299,068) 5,712,625,274 - - - - 5,712,625,274
Land development 410,455,132 4,250,816 - 414,705,948 139,304,205 20,634,947 - 159,939,152 254,766,796
Building 1,499,078,339 26,388,246 (275,480) 1,525,191,104 435,899,964 57,429,406 (37,783) 493,291,587 1,031,899,517
Office equipment 222,067,134 9,363,161 (613,671) 230,816,624 108,674,422 34,445,072 (591,160) 142,528,334 88,288,290
Computer and IT equipment 163,846,643 41,717,165 (175,773) 205,388,035 108,274,813 41,895,994 (175,773) 149,995,034 55,393,000
Plant and machinery 6,430,784,809 66,146,502 (1,650,133) 6,495,281,177 2,070,480,272 273,204,518 (1,650,132) 2,342,034,658 4,153,246,519
Motor vehicle 489,922,381 13,228,773 (21,084,457) 482,066,697 291,719,813 50,771,141 (19,155,150) 323,335,804 158,730,893
Furniture and fixtures 135,072,260 651,803 (1,398,382) 134,325,681 91,074,774 13,767,988 (865,720) 103,977,042 30,348,639
Barge 828,020,766 - - 828,020,766 133,786,101 27,819,454 - 161,605,555 666,415,211
Cylinders 10,941,191,387 805,550,350 - 11,746,741,737 3,652,495,656 478,914,309 - 4,131,409,965 7,615,331,772
Jetty and pontoon 178,356,768 - - 178,356,768 24,677,637 3,747,534 - 28,425,171 149,931,597
Office decoration 23,799,362 - - 23,799,362 23,680,107 119,255 - 23,799,362 -
Shipping unit
Oil tanker 1,706,118,450 74,780,631 - 1,780,899,081 353,367,656 111,483,855 - 464,851,511 1,316,047,570
Total as at 30 June 2023 28,581,281,772 1,202,433,444 (25,496,964) 29,758,218,252 7,433,435,420 1,114,233,474 (22,475,718) 8,525,193,175 21,233,025,077

Total as at 30 June 2022 26,155,693,246 2,589,146,087 (163,557,562) 28,581,281,772 6,446,414,502 1,123,066,420 (136,045,503) 7,433,435,420 21,147,846,352

Annual Report 2022-23 239


240 MJL Bangladesh PLC.

MJL Bangladesh PLC. Annexure-A

Schedule of Property, Plant and Equipment


As at 30 June 2023

Amount in BDT
Cost Depreciation
Written down
Name of assets (Disposal) / (Disposal) / value as at
Balance as at Addition during (Reclassification) Balance as at Balance as at Charged during the (Reclassification) Balance as at
01 July 2022 the year 30 Jun 2023 01 July 2022 year 30 Jun 2023 30 Jun 2023
during the year during the year

Manufacturing and Trading unit


Land 4,836,315,160 106,726,472 - 4,943,041,632 - - - - 4,943,041,632
Building 1,034,660,434 21,119,635 (275,480) 1,055,504,590 283,257,071 34,067,232 (37,783) 317,286,520 738,218,070
Office equipment 174,588,355 8,583,158 (251,900) 182,919,610 71,094,881 30,784,991 (251,898) 101,627,974 81,291,636
IT equipment 126,221,690 40,655,909 - 166,877,599 73,784,661 39,955,932 - 113,740,593 53,137,006
Machinery 926,314,235 17,281,844 (1,650,133) 941,945,947 708,948,864 44,367,291 (1,650,132) 751,666,023 190,279,924
Motor vehicle 137,689,136 - (11,437,457) 126,251,679 89,368,698 11,587,944 (11,437,455) 89,519,186 36,732,493
Furniture 118,504,991 35,098 - 118,540,089 80,768,207 12,247,201 - 93,015,408 25,524,681
Shipping unit
Oil tanker 1,706,118,450 74,780,631 - 1,780,899,082 353,367,646 111,483,855 - 464,851,501 1,316,047,581
Total as at 30 June 2023 9,060,412,452 269,182,747 (13,614,970) 9,315,980,229 1,660,590,027 284,494,445 (13,377,268) 1,931,707,205 7,384,273,024

Total as at 30 June 2022 7,749,064,262 1,463,980,759 (152,632,569) 9,060,412,452 1,454,982,196 336,075,000 (130,467,169) 1,660,590,027 7,399,822,425
MJL Bangladesh PLC. Annexure-B

Consolidated Schedule of Intangible Assets


As at 30 June 2023
Amount in BDT
Cost Amortization
Written down
Name of assets Adjustment Adjustment value as at
Balance as at Addition during the / (Disposal) Balance as at Balance as at Charged during / (Disposal) Balance as at
01 July 2022 year 30 Jun 2023 01 July 2022 the year 30 Jun 2023 30 Jun 2023
during the year during the year

Software 99,917,544 1,763,000 - 101,680,544 35,035,192 8,307,778 - 43,342,970 58,337,574


Total as at 30 June 2023 99,917,544 1,763,000 - 101,680,544 35,035,192 8,307,778 - 43,342,970 58,337,574

Total as at 30 June 2022 32,998,419 66,919,125 - 99,917,544 30,097,149 4,938,043 - 35,035,192 64,882,352

MJL Bangladesh PLC.


Schedule of Intangible Assets
As at 30 June 2023
Amount in BDT
Cost Depreciation/Amortization
Written Down
Name of assets Adjustment/ Adjustment/ Value as at 30
Balance as of 01 Addition during the Balance as of Balance as of 01 Charged during Balance as of 30 June 2023
July 2022 year (Disposal) 30 June 2023 July 2022 the year (Disposal) June 2023
during the year during the year

Software 79,280,032 1,763,000 - 81,043,032 14,833,666 8,138,461 - 22,972,127 58,070,905


Total as at 30 June 2023 79,280,032 1,763,000 - 81,043,032 14,833,666 8,138,461 - 22,972,127 58,070,905

Total as at 30 June 2022 12,646,858 66,633,174 - 79,280,032 10,090,760 4,742,906 - 14,833,666 64,446,366

Annual Report 2022-23 241


242 MJL Bangladesh PLC.

MJL Bangladesh PLC. Annexure-C

Consolidated Schedule of Right of Use Assets


As at 30 June 2023 Amount in BDT
Cost Amortization
Written down
Name of assets Adjustment value as at
Balance as at Addition during /Adjustment
(Disposal) Balance as at Balance as at Charged during / (Disposal) Balance as at
01 July 2022 the year 30 Jun 2023 01 July 2022 the year 30 Jun 2023 30 Jun 2023
during the year during the year

Jashore office 2,960,616 - - 2,960,616 2,220,459 493,431 10 2,713,900 246,716


Sylhet office 1,916,868 - - 1,916,868 1,414,830 502,037 - 1,916,867 1
Bogura office 1,750,184 - - 1,750,184 1,291,802 458,381 - 1,750,183 1
Mobil House (rent) 186,163,897 1,329,554 - 187,493,451 14,302,453 5,981,348 - 20,283,801 167,209,650
Omera House (rent) 8,567,075 - - 8,567,075 11,043,225 2,476,150 - 13,519,374 (4,952,300)
Lease hold office (Chakaria DP) - 7,166,694 - 7,166,694 - 597,225 - 597,225 6,569,469
Lease-hold land 33,634,369 - - 33,634,369 17,536,518 12,584,218 - 30,120,736 3,513,634
Total as at 30 June 2023 234,993,009 8,496,248 - 243,489,257 47,809,287 23,092,789 10 70,902,086 172,587,171

Total as at 30 June 2022 226,561,605 8,431,404 - 234,993,009 25,226,726 22,582,560 - 47,809,287 187,183,723

MJL Bangladesh PLC.


Schedule of Right of Use Assets
As at 30 June 2023
Amount in BDT
Cost Amortization
Written down
Name of assets Balance as at Addition during Adjustment Balance as at Balance as at Charged during Adjustment Balance as at value as at
01 July 2022 the year / (Disposal) 30 Jun 2023 01 July 2022 the year / (Disposal) 30 Jun 2023 30 Jun 2023
during the year during the year

Jashore office 2,960,616 - - 2,960,616 2,220,469 493,431 - 2,713,900 246,715


Sylhet office 1,004,074 - - 1,004,074 502,036 502,037 - 1,004,073 1
Bogura office 916,763 - - 916,763 458,381 458,381 - 916,762 1
Total as at 30 June 2023 4,881,453 - - 4,881,453 3,180,887 1,453,849 - 4,634,736 246,717

Total as at 30 June 2022 2,960,616 1,920,837 - 4,881,453 1,727,027 1,453,850 10 3,180,887 1,700,566
MJL Bangladesh PLC. Annexure-D

Consolidated Schedule of Investment Property


As at 30 June 2023
Amount in BDT
Cost Depreciation
Written down
Name of assets Reclassified Adjustment / Adjustment value as at
Balance as at from PPE (Disposal) during Balance as at Balance as at Charged during / (Disposal) Balance as at
01 July 2022 30 Jun 2023 01 July 2022 the year 30 Jun 2023 30 Jun 2023
during the year the year during the year

Mobil House, CTG 17,958,664 275,480 - 18,234,144 2,238,097 339,194 - 2,577,292 15,656,852
Mobil House, DHK 159,608,190 - - 159,608,190 4,782,339 3,192,286 - 7,974,625 151,633,565
Total as at 30 June 2023 177,566,854 275,480 - 177,842,334 7,020,436 3,531,480 - 10,551,916 167,290,418

Total as at 30 June 2022 154,794,740 22,772,114 - 177,566,854 3,263,818 3,756,619 - 7,020,436 170,546,418

MJL Bangladesh PLC.


Schedule of Investment property
As at 30 June 2023
Amount in BDT
Cost Depreciation
Written down
Name of assets Reclassified Adjustment / Adjustment value as at
Balance as at from PPE (Disposal) during Balance as at Balance as at Charged during / (Disposal) Balance as at
01 July 2022 30 Jun 2023 01 July 2022 the year 30 Jun 2023 30 Jun 2023
during the year the year during the year

Mobil House, CTG 17,958,664 275,480 - 18,234,144 2,238,097 339,194 37,783 2,615,074 15,619,069
Mobil House, DHK 159,608,190 - - 159,608,190 4,782,339 3,192,286 - 7,974,625 151,633,565
Total as at 30 June 2023 177,566,854 275,480 - 177,842,334 7,020,436 3,531,480 37,783 10,589,699 167,252,635

Total as of 30 Jun 2022 154,794,740 22,772,114 - 177,566,854 3,263,818 3,756,619 - 7,020,436 170,546,418

Annual Report 2022-23 243


FINANCIAL STATEMENTS OF
OMERA PETROLEUM LIMITED
Omera Petroleum Limited
Report from the CEO
for the year ended on 30 June 2023

Dear Shareholders, (Safety Health & Environment Team) to avoid any


accidental fire hazards.
I am privileged to have the opportunity to present the
overall operation and financial performance of Omera OPL reaffirms its commitment to corporate social
Petroleum Limited (OPL) along with the Statement responsibility (CSR) as an integral part of its business
of Financial Position, Profit or Loss and Other operations. In the financial year 2022-2023, OPL has
Comprehensive income, Changes in Equity and Cash been actively engaged in various CSR activities aimed
Flows and a summary of significant accounting policies at supporting local communities and initiatives,
and other explanatory information for the year ended promoting education, and contributing to social well-
on 30 June 2023 before the valued shareholders of MJL being. In this regard, the OPL proudly sponsored the
Bangladesh PLC at the 25th Annual General Meeting. MYC Academy Cup 2022-2023, organized by MYC
Cricket Academy. This initiative seeks to promote and
1. Operation nurture regional cricket talent at the national level.
By supporting this event, OPL is playing a pivotal role
Omera Petroleum Limited, a subsidiary of MJL
in the development of young and aspiring cricketers,
Bangladesh PLC., came into existence in the year
enabling them to reach their full potential. In line
2015 by partnering with BB Energy and Dutch
with our dedication to education, OPL provided
Development Bank FMO to deliver the finest LPG
grants for five scholarships to “Accounting Alumni,”
solution in Bangladesh with the utmost commitment
a benevolent organization consisting of students
to quality, availability & safety of LPG products.
from the Department of Accounting & Information
By utilizing state-of-the-art technologies, Omera Systems at the University of Dhaka. This initiative aims
LPG is focused on bolstering the LPG industry of to facilitate higher education for deserving students,
Bangladesh. Omera has one LPG import terminal in empowering them to achieve their academic and
Mongla, and three LPG satellite plants in Mirsharai, career aspirations. I believe that Omera Petroleum
Ghorashal, Bogura. OPL operates 3 self-propelled Limited remains deeply committed to its role as a
LPG carrying barges namely “Omera Princess’’, socially responsible corporate entity. The initiatives
“Omera Glory” and “Omera King”- built on European undertaken in the financial year 2022-2023
& Japanese technologies. Moreover, OPL utilizes demonstrate our dedication to promoting education,
a total 37 modern road tankers to move the LPG fostering talent, and contributing to the well-being
product from Mongla to its three satellite plants. of society. We will continue to explore and engage in
These strategically located plants combined with an further CSR activities to create a positive and lasting
efficient transportation system enable OPL to serve impact on the communities we serve.
Bangladesh’s LPG industry with a competitive edge.
We hope that Omera LPG will beget new success
Safety has always been the prime concern for OPL. stories in its future endeavors through sustainable
Omera nurtures well well-trained “SHE Team” development and arduous contribution from our end.

2. Financial Position
The Financial Status during the year ended 30 June is stated below:

Particulars 2023 2022


Property, plant, and equipment 13,097,473657 12,932,565,508
Intangible assets 100,017 195,334
245

Right-of-use assets 130,594,514 139,519,451


Capital Work-in-progress 39,327,460 50,685,823
Annual Report 2022-23

Investment in shares 244,397,968 221,000,802


Current Assets 4,585,894,328 2,782,590,595
Total Assets 18,097,787,944 16,126,557,513
MJL Bangladesh PLC.

The above investments have been financed as follows:


Particulars 2023 2022
Shareholders’ Equity 4,594,228,968 4,586,442,241
Long term liability 845,094,793 2,556,118,462
Short Term Loan 9,999,531,913 7,024,174,102
246

Current Liabilities 2,658,932,270 1,959,822,708


Total Equity and Liabilities 18,097,787,944 16,126,557,513

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

Name of the Shareholders No of Share % of Holding


MJL Bangladesh PLC. 138,731,583 62.496%
BB Energy (Asia) Pte Ltd 55,495,833 25.000%
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden
27,747,917 12.500%
N.V. (FMO)
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. Nurul Alam
(Nominated by MJL Bangladesh PLC.)
Director
Mr. Azam J. Chowdhury
(Nominated by MJL Bangladesh PLC.)
Director
Mr. Abdul-Muyeed Chowdhury
(Nominated by MJL Bangladesh PLC.)
Director
Mr. Tanjil Chowdhury
(Nominated by MJL Bangladesh PLC.)
Director
Mr. Md. Gias Uddin Ansary
(Nominated by MJL Bangladesh PLC.)
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))
Director
Prof. Nausheen Rahman
(Nominated by MJL Bangladesh PLC.)
Mr. N K A Mobin FCA, FCS Independent Director

5. Appointment of the Auditors 6. Acknowledgement


Hoda Vasi Chowdhury & Co. Chartered Accountants has The CEO acknowledges the contribution made and the
audited the Financial Statements of OPL for the year support and collaboration provided by the staff, officers,
ended 30 June 2023. workers, suppliers, consumers, banks, insurance companies,
utility providers, and the government in particular, and looks
forward to the company’s global position.

Chief Executive Officer


INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Omera Petroleum Limited
Report on the Audit of the Financial Statements

Opinion Responsibilities of Management and Those


Charged with Governance for the Financial
We have audited the financial statements of Omera Statements
Petroleum Limited (“the Company”), which comprise
the statement of financial position as at 30 June Management is responsible for the preparation of
2023, and the statement of profit or loss and other financial statements that give a true and fair view
comprehensive income, statement of changes in in accordance with IFRSs, the Companies Act, 1994
equity and statement of cash flows for the year and other applicable Laws and regulation and for
then ended, and notes to the financial statements, such internal control as management determines
including a summary of significant accounting is necessary to enable the preparation of financial
policies. statements that are free from material misstatement,
whether due to fraud or error.
In our opinion, the accompanying financial
statements present fairly, in all material respects, the In preparing the financial statements, management
financial position of the Company as at 30 June 2023, is responsible for assessing the Company’s ability to
and its financial performance and its cash flows for continue as a going concern, disclosing, as applicable,
the year then ended in accordance with International matters related to going concern and using the going
Financial Reporting Standards (IFRSs). concern basis of accounting unless management
either intends to liquidate the Company or to cease
Basis for Opinion operations, or has no realistic alternative but to do so.

We conducted our audit in accordance with Those charged with governance are responsible
International Standards on Auditing (ISAs). Our for overseeing the Company’s financial reporting
responsibilities under those standards are further process.
described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our
Auditor’s Responsibilities for the Audit of
the Financial Statements
report. We are independent of the Company in
accordance with the International Ethics Standards Our objectives are to obtain reasonable assurance
Board for Accountants’ Code of Ethics for about whether the financial statements as a whole
Professional Accountants (IESBA Code), and we have are free from material misstatement, whether due
fulfilled other ethical responsibilities in accordance to fraud or error, and to issue an auditor’s report
with the IESBA Code and the Institute of Chartered that includes our opinion. Reasonable assurance
Accountants of Bangladesh (ICAB) Bye Laws. We is a high level of assurance, but is not a guarantee
believe that the audit evidence we have obtained is that an audit conducted in accordance with ISAs
sufficient and appropriate to provide a basis for our will always detect a material misstatement when it
247

opinion. exists. Misstatements can arise from fraud or error


Annual Report 2022-23
MJL Bangladesh PLC.

and are considered material if, individually or in the to draw attention in our auditor’s report to the
248

aggregate, they could reasonably be expected to related disclosures in the financial statements or,
influence the economic decisions of users taken on if such disclosures are inadequate, to modify our
the basis of these financial statements. opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s
As part of an audit in accordance with ISAs, we report. However, future events or conditions may
exercise professional judgement and maintain cause the Company to cease to continue as a
professional skepticism throughout the audit. We
going concern.
also:
• Evaluate the overall presentation, structure
• Identify and assess the risks of material
and content of the financial statements,
misstatement of the financial statements,
including the disclosures, and whether the
whether due to fraud or error, design and
financial statements represent the underlying
perform audit procedures responsive to those
transactions and events in a manner that gives
risks and, obtain audit evidence that is sufficient
a true and fair view.
and appropriate to provide a basis for our
opinion. The risk of not detecting a material We communicate with those charged with
misstatement resulting from fraud is higher governance regarding, among other matters, the
than for one resulting from error, as fraud may planned scope and timing of the audit and significant
involve collusion, forgery, intentional omissions, audit findings, including any significant deficiencies
misrepresentations, or the override of internal in internal control that we identify during our audit.
control.
Report on Other Legal and Regulatory
• Obtain an understanding of internal control Requirements
relevant to the audit in order to design
audit procedures that are appropriate in the In accordance with the Companies Act, 1994, we
circumstances, but not for the purpose of also report the following:
expressing an opinion on the effectiveness of
the Company’s internal control. a) We have obtained all the information and
explanation which to the best of our knowledge
• Evaluate the appropriateness of accounting and belief were necessary for the purpose of our
policies used and the reasonableness of audit and made due verification thereof;
accounting estimates and related disclosures
made by management. b) In our opinion, proper books of account as
required by law have been kept by the Company
• Conclude on the appropriateness of so far as it appeared from our examination of
management’s use of the going concern basis those books; and
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists c) The statement of financial position and statement
related to events or conditions that may cast of profit or loss and other comprehensive income
significant doubt on the Company’s ability to along with the annexed notes 1 to 37 dealt with
continue as a going concern. If we conclude that by the report are in agreement with the books of
a material uncertainty exists, we are required account.

Sk Md Tarikul Islam, FCA


Partner
Membership No: 1238
Hoda Vasi Chowdhury & Co
Dhaka, 9 October 2023 Chartered Accountants
DVC:2310111238AS916281
Omera Petroleum Limited
Statement of Financial Position
As at 30 June 2023
30-Jun-23 30-Jun-22
Notes
BDT BDT
ASSETS
Non-current assets
Property, plant and equipment 4 13,097,473,657 12,932,565,508
Intangible assets 5 100,017 195,334
Right-of-use assets 6 130,594,514 139,519,451
Capital work-in-progress 7 39,327,460 50,685,823
Investment in shares 8 244,397,968 221,000,802
Total non-current assets 13,511,893,616 13,343,966,918
Current assets
Inventories 9 1,666,662,655 1,018,808,713
Trade and other receivables 10 750,345,027 312,817,583
Advances, deposits and prepayments 11 1,750,798,778 1,335,148,254
Investment in FDR 12 2,533,462 2,056,258
Cash and cash equivalents 13 415,554,406 113,759,787
Total current assets 4,585,894,328 2,782,590,595
Total assets 18,097,787,944 16,126,557,513
EQUITY AND LIABILITIES
Equity
Share capital 14 2,219,833,330 2,219,833,330
Share premium 15 1,268,950,000 1,268,950,000
Retained earnings 16 1,105,445,638 1,097,658,911
Total equity 4,594,228,968 4,586,442,241
Liabilities
Non-current liability
Long term debt - net off current maturity 17 270,050,000 838,502,714
Security deposit from distributors 18 69,730,421 1,086,031,432
Lease obligation - net off current maturity 19 126,596,740 130,430,190
Deferred tax liability 20 378,717,632 501,154,126
Total non-current liability 845,094,793 2,556,118,462
Current liabilities
Lease obligation - current maturity 19 8,256,321 6,954,408
Trade payables 21 1,459,236,255 1,314,647,573
Short term loan 22 9,351,411,913 6,122,036,850
Long term debt - current maturity 23 648,120,000 902,137,252
Accrued interest 24 152,620,492 54,149,150
Other liabilities 25 464,562,797 221,103,601
Over draft 13.1 104,074,554 15,985,348
Provision for income tax 26 470,181,851 346,982,628
Total current liabilities 12,658,464,183 8,983,996,810
Total liabilities 13,503,558,976 11,540,115,272
Total equity and liabilities 18,097,787,944 16,126,557,513
Net Asset Value (NAV) per share 33 20.70 20.66

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

N K A Mobin FCA Tanzeem Chowdhury Tanjil Chowdhury Md Munirul Hoque FCS


Director Chief Executive Officer Director
Head of Corporate Affairs &
Company Secretary
249

Sk Md Tarikul Islam, FCA


Partner
Annual Report 2022-23

Membership No: 1238


Hoda Vasi Chowdhury & Co
Chartered Accountants
Dhaka, 9 October 2023 DVC:2310111238AS916281
MJL Bangladesh PLC.

Omera Petroleum Limited


Statement of Profit or Loss and Other Comprehensive Income
For the period ended on 30 June 2023
250

30-Jun-23 30-Jun-22
Notes
BDT BDT

Revenue 27 18,787,509,784 14,941,865,027


Less: Cost of sales 28 16,350,953,039 13,825,669,946
Gross Profit 2,436,556,745 1,116,195,081
Less: Administrative and selling expenses 30 (358,718,009) (455,991,544)
Other operating income 29 11,861,405 44,360,739
Operating Profit 2,089,700,141 704,564,276
Less: Share of profit/(loss) of associate 8.1 23,397,166 (17,767,727)
Finance Cost 31 (2,104,547,851) (1,100,130,376)
Profit/(loss) before tax 8,549,456 (413,333,827)
Less: Taxation
Current tax expense 26 123,199,223 87,713,191
Deferred tax expense/(income) 20 (122,436,494) (151,017,880)
Net profit/(loss) after tax 7,786,727 (350,029,138)

Other comprehensive income - -


Total comprehensive income 7,786,727 (350,029,138)

Earning per share (EPS) - Basic 32 0.04 (1.58)

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

N K A Mobin FCA Tanzeem Chowdhury Tanjil Chowdhury Md Munirul Hoque FCS


Director Chief Executive Officer Director
Head of Corporate Affairs &
Company Secretary

Sk Md Tarikul Islam, FCA


Partner
Membership No: 1238
Hoda Vasi Chowdhury & Co
Chartered Accountants
Dhaka, 9 October 2023 DVC:2310111238AS916281
Omera Petroleum Limited
Statement of Changes in Equity
For the period ended on 30 June 2023

(Figures in BDT)

Particulars Share Capital Share Premium Retained Earnings Total Equity

Balance at 01 Jul 2021 2,219,833,330 1,268,950,000 1,447,688,049 4,936,471,379

Total comprehensive income - - (350,029,138) (350,029,138)

Balance at 30 June 2022 2,219,833,330 1,268,950,000 1,097,658,911 4,586,442,241

Balance at 01 Jul 2022 2,219,833,330 1,268,950,000 1,097,658,911 4,586,442,241

Total comprehensive income - - 7,786,727 7,786,727

Balance at 30 June 2023 2,219,833,330 1,268,950,000 1,105,445,638 4,594,228,968

Note 13 14 15

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

251
Annual Report 2022-23
MJL Bangladesh PLC.

Omera Petroleum Limited


Statement of Cash Flows
For the period ended on 30 June 2023
252

30-Jun-23 30-Jun-22
Notes
BDT BDT
A. Cash flows from operating activities

Cash receipts from customers 17,431,665,443 13,875,515,371


Deposits received from distributors 402,566,073 230,743,749
Payment for raw material (15,594,205,240) (12,734,536,440)
Payment for other expenses (859,190,927) (250,767,708)
Payment to employess (307,993,409) (340,566,326)
Income tax paid (360,984,588) (276,067,917)
Finance expenses paid (1,251,801,733) (749,540,432)
Cash receipts from other sources 11,087,306 41,895,485
Net cash generated from operating activities (528,857,075) (203,324,218)

B. Cash flows from investing activities

Acquisition of property, plant and equipment (512,153,803) (654,541,234)


Acquisition of intangibles - (285,951)
Investment in FDR (477,204) -2056258
Payment against capital work-in progress (390,987,677) (381,866,893)
Proceeds from sale of property, plant and equipment 3,249,091 7,551,987
Investment in joint venture (43,250,000)
Net cash used in investing activities (900,369,593) (1,074,448,349)

C. Cash flows from financing activities

Proceed/(payment) from/for long term loan (822,469,975) (510,535,033)


Proceed/(payment) from/for finance lease (11,646,364) (10,421,608)
Proceed from short term loan 2,477,048,420 1,825,147,117
Proceed from Overdraft 88,089,206 15,985,357
Net cash from financing activities 1,731,021,287 1,320,175,833

Net increase/(decrease) in cash and cash equivalent 301,794,619 42,403,266


Cash & cash equivalent at beginning of the period 13 113,759,787 71,356,521
Cash & cash equivalent at end of the period 13 415,554,406 113,759,787
Net Operating Cash Flow per share (NOCFPS) 34 (2.38) (0.19)

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


FINANCIAL STATEMENTS OF
OMERA CYLINDERS LIMITED
MJL Bangladesh PLC.

Omera Cylinders Limited


Report from the CEO
for the year ended on 30 June 2023
254

Dear Shareholders, 2. Resilience Amidst Challenges:


I am privileged to have the opportunity to present The year 2022 saw its fair share of challenges,
the overall operation and financial performance of notably the global COVID-19 pandemic, dollar
Omera Cylinders Limited along with the Statement crisis, Ukraine war OCL navigated these challenging
of Financial Position, Statement of Profit or loss times with unwavering resilience, dynamic initiatives,
and Other Comprehensive Income, Statement of and strategic adaptability, ensuring uninterrupted
Changes in Equity, Statement of Cash Flows and a business operations.
summary of significant accounting policies and other
explanatory information for the year ended on 30
3. Exporting Excellence:
June 2023 at the Annual General Meeting. One of our proudest achievements has been the
global recognition of OCL as the first Bangladeshi
1. Operation: LPG cylinder manufacturer to successfully export
our products overseas. This significant milestone
In our continuous pursuit of product quality and
underscores our steadfast commitment to delivering
meeting the ever-increasing demand, Omera top-tier quality and excellence, not just in Bangladesh
Cylinders Limited has solidified its position as but around the world.
a leading manufacturer of Liquefied Petroleum
Gas (LPG) cylinders. Our manufacturing facility in 4. Inaugurate refurbishment unit:
Habiganj adheres to the most stringent international
quality standards, including US DOT 4BA 240 and To support the vision of user safety and realize the
US DOT 4BW 240, approved by the Department of potential, Omera Cylinders Limited has established
Explosives of the Government of Bangladesh. a state-of-the-art Refurbishment & Requalification
facility in Bahubhal, Habiganj, Equipped with
Furthermore, OCL proudly upholds the capability superior European technology and cutting-edge
to manufacture LPG cylinders in compliance with machinery, this facility comprises various units to
various international standards such as ISO and ensure the highest standards of refurbishment and
EN. We employ cutting-edge European technology requalification, OCL’s dedication to excellence is
and fully automated machinery to craft cylinders of further reflected in its ISO 9001 and ISO 45001
superior quality. Our range spans from 5 kg to 45 kg, certifications, along with an in-house quality testing
tailored to the specific demands and specifications of lab and the most advanced testing technology to
our esteemed clients. ensure the safety of all products for end users

In closing, our journey to excellence is a testament to


Over the past year, through dedicated projects
Omera Cylinders Limited’s dedication to innovation,
and process optimizations, coupled with strategic
quality, and safety. As we look ahead, we are
investments in advanced machinery, OCL has
committed to further pioneering advancements in
achieved a substantial increase in production
the LPG industry.
capacity. Additionally, our state-of-the-art laboratory
facilities and robust quality control processes ensure Thank you for your unwavering support and trust
the highest levels of safety and reliability, meeting in OCL. We continue to strive for a sustainable and
global standards. prosperous future.

5. Financial Position:
The Financial Status during the year ended on 30 June of 2023 and 2022:

Particulars 2023 2022


Property, plant & equipment 751,278,396 815,458,421
Intangible Assets 166,652 240,652
Right-of-use assets 41,745,938 45,963,693
Capital Work-in-progress 62,671,629 14,658,762
Total Current Assets 1,371,228,032 1,312,212,341
Total Assets 2,227,090,648 2,188,533,870
The above investments have been financed as follows:
Particulars 2023 2022
Shareholders’ Equity 1,333,342,003 1,304,425,779
Non-Current Liabilities 142,767,027 142,557,911
Short Term Loan 616,530,394 567,287,008
Other Current Liabilities 134,451,224 174,263,172
Total Equity & Liabilities 2,227,090,648 2,188,533,870

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

Name of the Shareholders No of Share % of Holding


MJL Bangladesh PLC. 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

7. 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 PLC.)
Director
Mr. Abdul-Muyeed Chowdhury
(Nominated by MJL Bangladesh PLC.)
Director
Mr. Md. Khairuzzaman Mozumder
(Nominated by MJL Bangladesh PLC.)
Director
Mr. Md. Gias Uddin Ansary
(Nominated by MJL Bangladesh PLC.)
Director
Mr. Tanjil Chowdhury
(Nominated by EC Holding Limited)
Director
Mrs Nausheen Rahman
(Nominated by MJL Bangladesh PLC.)
Mr. N K A Mobin FCS, FCA Independent Director

8. Auditor of the Company:


Hoda Vasi Chowdhury & Co. Chartered Accountants has conducted audit of the Company for the year ended 30 June
2023.

9. Acknowledgement
The CEO records with deep appreciation the contribution, support & co-operation given by the staffs, officers, workers,
suppliers, customers, bank, insurance companies, utility providers, and the government in particulars and look forward
to the global role of the company.
255
Annual Report 2022-23

Chief Executive Officer


INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Omera Cylinders Ltd.
Report on the Audit of the Financial Statements

Opinion and other applicable Laws and regulation and for


such internal control as management determines
We have audited the financial statements of Omera is necessary to enable the preparation of financial
Cylinders Limited (“the Company”), which comprise statements that are free from material misstatement,
the statement of financial position as at 30 June whether due to fraud or error.
2023, and the statement of profit or loss and other
comprehensive income, statement of changes in In preparing the financial statements, management
equity and statement of cash flows for the year is responsible for assessing the Company’s ability to
then ended, and notes to the financial statements, continue as a going concern, disclosing, as applicable,
including a summary of significant accounting matters related to going concern and using the going
policies. concern basis of accounting unless management
either intends to liquidate the Company or to cease
In our opinion, the accompanying financial operations, or has no realistic alternative but to do
statements present fairly, in all material respects, the so.
financial position of the Company as at 30 June 2023,
and its financial performance and its cash flows for Those charged with governance are responsible
the year then ended in accordance with International for overseeing the Company’s financial reporting
Financial Reporting Standards (IFRSs). process.

Basis for Opinion Auditor’s Responsibilities for the Audit of


the Financial Statements
We conducted our audit in accordance with
International Standards on Auditing (ISAs). Our Our objectives are to obtain reasonable assurance
responsibilities under those standards are further about whether the financial statements as a whole
described in the Auditor’s Responsibilities for the are free from material misstatement, whether due
Audit of the Financial Statements section of our to fraud or error, and to issue an auditor’s report
report. We are independent of the Company in that includes our opinion. Reasonable assurance
accordance with the International Ethics Standards is a high level of assurance, but is not a guarantee
Board for Accountants’ Code of Ethics for that an audit conducted in accordance with ISAs
Professional Accountants (IESBA Code), and we have will always detect a material misstatement when it
fulfilled other ethical responsibilities in accordance exists. Misstatements can arise from fraud or error
with the IESBA Code and the Institute of Chartered and are considered material if, individually or in the
Accountants of Bangladesh (ICAB) Bye Laws. We aggregate, they could reasonably be expected to
believe that the audit evidence we have obtained is influence the economic decisions of users taken on
sufficient and appropriate to provide a basis for our the basis of these financial statements.
opinion.
As part of an audit in accordance with ISAs, we
Responsibilities of Management and Those exercise professional judgement and maintain
Charged with Governance for the Financial professional skepticism throughout the audit. We
Statements also:

Management is responsible for the preparation of • Identify and assess the risks of material
financial statements that give a true and fair view misstatement of the financial statements,
in accordance with IFRSs, the Companies Act, 1994 whether due to fraud or error, design and
perform audit procedures responsive to those conditions may cause the Company to cease to
risks and, obtain audit evidence that is sufficient continue as a going concern.
and appropriate to provide a basis for our
opinion. The risk of not detecting a material • Evaluate the overall presentation, structure
misstatement resulting from fraud is higher and content of the financial statements,
than for one resulting from error, as fraud may including the disclosures, and whether the
involve collusion, forgery, intentional omissions, financial statements represent the underlying
misrepresentations, or the override of internal transactions and events in a manner that gives
control. a true and fair view.

• Obtain an understanding of internal control We communicate with those charged with


relevant to the audit in order to design governance regarding, among other matters, the
audit procedures that are appropriate in the planned scope and timing of the audit and significant
circumstances, but not for the purpose of audit findings, including any significant deficiencies
expressing an opinion on the effectiveness of in internal control that we identify during our audit.
the Company’s internal control.
Report on Other Legal and Regulatory
• Evaluate the appropriateness of accounting Requirements
policies used and the reasonableness of
accounting estimates and related disclosures In accordance with the Companies Act, 1994, we
made by management. also report the following:

• Conclude on the appropriateness of a) We have obtained all the information and


management’s use of the going concern basis explanation which to the best of our knowledge
of accounting and, based on the audit evidence and belief were necessary for the purpose of our
audit and made due verification thereof;
obtained, whether a material uncertainty exists
related to events or conditions that may cast b) In our opinion, proper books of account as
significant doubt on the Company’s ability to required by law have been kept by the Company
continue as a going concern. If we conclude that so far as it appeared from our examination of
a material uncertainty exists, we are required those books; and
to draw attention in our auditor’s report to the
related disclosures in the financial statements c) The statement of financial position and statement
or, if such disclosures are inadequate, to modify of profit or loss and other comprehensive income
our opinion. Our conclusions are based on the along with the annexed notes 1 to 27 dealt with
audit evidence obtained up to the date of our by the report are in agreement with the books of
auditor’s report. However, future events or account.

Sk Md Tarikul Islam, FCA


Partner
Membership No: 1238
Hoda Vasi Chowdhury & Co
Chartered Accountants
Dhaka, 9 October 2023 DVC:2310111238AS198831
257
Annual Report 2022-23
MJL Bangladesh PLC.

Omera Cylinders Limited


Statement of Financial Position
As at 30 June 2023
258

Amount in Taka
Notes
30 Jun 23 30 Jun 22

ASSETS
Non-current assets
Property, plant and equipment, net 4 751,278,396 815,458,421
Intangible asset 5 166,652 240,652
Right-of-use assets 6 41,745,938 45,963,694
Capital work- in- progress 7 62,671,629 14,658,762
Total non-current assets 855,862,616 876,321,529
Current assets
Inventories 10 641,634,653 889,636,437
Trade receivables 11 143,043,222 57,212,945
Advances, deposits and prepayments 12 486,373,345 401,094,601.27
Cash and cash equivalents 13 100,176,811 (35,731,642)
Total current assets 1,371,228,032 1,312,212,341
Total assets 2,227,090,648 2,188,533,870
EQUITY AND LIABILITIES
Equity attributable to equity holders of the company
Share capital 14 1,118,426,840 1,118,426,840
Retained earnings 214,915,163 185,998,939
Total equity attributable to equity holders of the company 1,333,342,003 1,304,425,779
LIABILITIES
Non-Current Liabilities
Deferred tax liabilities 8 99,302,358 95,919,649
Finance lease obligation - net off current maturity 9 43,464,669 46,638,262
Total non-current liabilities 142,767,027 142,557,911
Current liabilities
Trade and other payables 15 77,218,294 135,515,600
Short term loan 16 616,530,394 567,287,008
Accrued interest payables 17 9,367,850 1,214,376
Other liabilities 18 15,138,840 7,007,848
Finance lease obligation- current maturity 9 4,349,211 3,015,433
Income tax provision 19 28,377,029 27,509,915
Total current liabilities 750,981,618 741,550,180
Total liabilities 893,748,645 884,108,092
Total equity and liabilities 2,227,090,648 2,188,533,870

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

Sk Md Tarikul Islam, FCA


Partner
Membership No: 1238
Hoda Vasi Chowdhury & Co
Chartered Accountants
Dhaka, 9 October 2023 DVC:2310111238AS198831
Omera Cylinders Limited
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2023

Amount in Taka
Note
30 Jun 23 30 Jun 22

Gross sales 20 1,544,144,852 897,061,202


Less: VAT 74,740,920 42,767,907
Net Sales 1,469,403,932 854,293,295
Less: Cost of sales 21 1,316,946,415 656,073,708
Gross profit 152,457,517 198,219,587

Add: Other income 22 2,484,395 611,550


Less: Administrative expenses 23 35,111,269 28,168,743
Operating Profit 119,830,644 170,662,394
Less: Financial expenses 24 85,429,750 83,599,345
Profit before tax 34,400,894 87,063,049
Less: Income tax expenses
Current tax expenses 19 2,101,961 5,129,429
Deferred tax expenses 8 3,382,709 24,119,060
Net Profit after tax 28,916,223 57,814,560

Other comprehensive income - -


Total comprehensive income 28,916,223 57,814,560

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

Sk Md Tarikul Islam, FCA


Partner
Membership No: 1238
Hoda Vasi Chowdhury & Co
Chartered Accountants
259

Dhaka, 9 October 2023 DVC:2310111238AS198831


Annual Report 2022-23
MJL Bangladesh PLC.

Omera Cylinders Limited


Statement of Changes in Equity
For the year ended 30 June 2023
(Figures in Taka)
260

Particulars Share Capital Retained earnings Total equity

Balance at 01 July 2022 1,118,426,840 185,998,939 1,304,425,779

Net profit for the year - 28,916,223 28,916,223

Balance at 30 June 2023 1,118,426,840 214,915,163 1,333,342,003

Particulars Share Capital Share Premium Share Money Deposit

Balance at 01 July 2021 1,118,426,840 128,184,379 1,246,611,219

Net profit for the year - 57,814,560 57,814,560

Balance at 30 June 2022 1,118,426,840 185,998,939 1,304,425,779


Omera Cylinders Limited
Statement of Cash Flows
For the year ended 30 June 2023

Amount in Taka

30 Jun 23 30 Jun 22
A. Cash flows from operating activities:

Cash received from customers 1,383,573,655 811,839,488


Payment to employees (40,045,428) (85,137,831)
Payment for expenses (109,631,065) (47,051,714)
Income tax paid (87,985,940) (67,829,556)
Payment to other suppliers (211,691,922) (90,238,097)
Payment for material purchase (770,151,915) (621,149,230)
Cash receipts from other income 1,495,104 611,550
Net cash flows from operating activities 165,562,489 (98,955,390)

B. Cash flows from investing activities:

Acquisition of property, plant and equipment (66,763,722) (25,162,933)


Cash procced on disposal of property, plant and equipment 1,297,846 -
Net cash used in investing activities (65,465,876) (25,162,933)

C. Cash flows from financing activities:

Short term loan received 37,184,914 58,233,701


Payment for finance lease obligation (3,169,369) (2,774,085)
Inter-company loan received/(paid) 1,796,295 (235,491)

Net cash flows from financing activities 35,811,840 55,224,124

D. Net increase/(decrease) in cash and cash equivalents 135,908,453 (68,894,198)


E. Cash & cash equivalent at beginning of the year (35,731,642) 33,162,556
F. Cash & cash equivalent at end of the year 100,176,811 (35,731,642)

261
Annual Report 2022-23
MJL Bangladesh PLC.

SAFA Corporate Governance


Disclosure Checklist
262

Items Page No.


1. BOARD OF DIRECTORS, CHAIRMAN AND CEO
1.1 Company's policy on appointment of directors disclosed. 140-141
1.2 Adequate representation of non executive directors i.e. one third of the Board, subject to a minimum of two 141
1.3 At least one independent director on the board and disclosure / affirmation of the Board on such director’s
141
independence.
1.4 Chairman to be independent of CEO 141
1.5 Responsibilities of the Chairman of the Board appropriately defined and disclosed. Disclosure of independence of Non
144-145
Executive Directors
1.6 Existence of a scheme for annual appraisal of the boards performance and disclosure of the same. 166-168
1.7 Disclosure of policy on annual evaluation of the CEO by the Board. 166-168
1.8 Disclosure of policy on training (including details of the continuing training program) of directors and type and nature
of training courses organized for directors during the year Existence of a scheme for annual appraisal of the boards 166-168
performance
1.9 At least one director having thorough knowledge and expertise in finance and accounting to provide guidance in the
140-142
matters applicable to accounting and auditing standards to ensure reliable financial reporting.
1.10 Disclosure of number of meetings of the board and participation of each director (at least 4 meetings are required to be
163
held)
1.11 Directors issue a report on compliance with best practices on Corporate Governance that is reviewed by the external
155-161
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 26
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
3.1.2 Whether it has specific terms of reference and whether it is empowered to investigate / question employees and retain
external counsel
164-165
3.1.3 More than two thirds of the members are to be Non Executive Directors
3.1.4 All members of the audit committee to be financially literate and at least one member to have expert knowledge of
finance and accounting.
3.1.5 Head of internal audit to have direct access to audit committee
3.1.6 The committee to meet at least four times a year and the number of meetings and attendance by individual members
163
disclosed in the annual report.
3.2 Objectives & Activities
3.2.1 Statement on Audit Committee’s review to ensure that internal controls are well conceived properly administered and
satisfactorily monitored
164-165
3.2.2 Statement to indicate audit committees role in ensuring compliance with Laws, Regulations and timely settlements 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.
164-165
- Recommend external auditor for appointment/ reappointment
3.2.4 Statement on Audit committee involvement in selection of appropriate accounting policies that are in line will applicable
accounting standards and annual review.
3.2.5 Statement of Audit Committee involvement in the review and recommend to the Board of Directors, annual and interim
financial releases
3.2.6 Reliability of the management information used for such computation
Items Page No.
4. INTERNAL CONTROL & RISK MANAGEMENT
4.1 Statement of Director's responsibility to establish appropriate system of internal control
4.2 Narrative description of key features of the internal control system and the manner in which the system is 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 80-82

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
5.1 Disclosure of statement of ethics and values, covering basic principles such as integrity, conflict of interest, compliance
with laws and regulations etc..
5.2 Dissemination / communication of the statement of ethics & business practices to all directors and employees and their
acknowledgement of the same 28-29
5.3 Board’s statement on its commitment to establishing high level of ethics and compliance within the organization
5.4 Establishing effective anti-fraud programs and controls, including effective protection of whistle blowers, establishing a
hot line reporting of irregularities etc.
6. REMUNERATION COMMITTEE
6.1 Disclosure of the charter (role and responsibilities) of the committee
6.2 Disclosure of the composition of the committee (majority of the committee should be non-executive directors, but
should also include some executive directors)
6.3 Disclosure of key policies with regard to remuneration of directors, senior management and employees 166-168

6.4 Disclosure of number of meetings and work performed


6.5 Disclosure of remuneration of directors, chairman, chief executive and senior executives.
7. HUMAN CAPITAL
7.1 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, performance
84-87
appraisal system, promotion and reward and motivation, training and development, grievance management and
counseling.
7.2 Organizational Chart 44
8. COMMUNICATION TO SHAREHOLDERS & STAKEHOLDERS
8.1 Disclosure of the Company's policy / strategy to facilitate effective communication with shareholders and other stake
holders
186-189
8.2 Disclosure of company’s policy on ensuring participation of shareholders in the Annual General Meeting and providing
reasonable opportunity for the shareholder participation in the AGM.
9. ENVIRONMENTAL AND SOCIAL OBLIGATIONS
9.1 Disclosure of general description of the company's policies and practices relating to social and environmental
responsibility of the entity 126-132
9.2 Disclosure of specific activities undertaken by the entity in pursuance of these policies and practices
263
Annual Report 2022-23
MJL Bangladesh PLC.

Integrated Reporting Checklist


Items Page No.
264

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 which it
17-24
operates.
An integrated report should identify the organization’s mission and vision, and provides essential context by
identifying matters such as:
27-29
• The organization’s:
• Culture, ethics and values
• Ownership and operating structure including size of the organization, location of its operations) 45, 187
• Principal activities and markets 17-24
• 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 suppliers, and 69-79
the intensity of competitive rivalry)
• Position within the value chain 8-13
• Key quantitative information 78-79
e.g., the number of employees, revenue and number of countries in which the organization operates 135
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 69-75, 155-158

• 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 issues 140-149
• 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.
Items Page No.
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 and
affected by the organization, which are referred to collectively as the capitals and how the organization 84-111
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, 78-79
and performance (including KPIs and financial considerations, like cost containment 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 78-79
environmental effects)
265

• 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
Annual Report 2022-23

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)
MJL Bangladesh PLC.

Items Page No.


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
266

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. 134, 158
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 80-82
the two.
• 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 plans:
69-79
• 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.
Items Page No.
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: 55-58, 155-158
• 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 and 11-13
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 11-13
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.
267

An integrated report need to include sufficient context to understand the organization’s strategy, governance, Qualitative
performance and prospects without being burdened with less relevant information
Annual Report 2022-23
MJL Bangladesh PLC.

Items Page No.


3.2 Reliability and completeness
An integrated report should include all material matters, both positive and negative, in a balanced way and Qualitative
without material error
3.3 Consistency and comparability
268

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 Qualitative
- Content elements
- Past , Present & Future
- Finance and other information

3.5 Materiality
An integrated report should disclose information about matters that substantively affect the organization’s Qualitative
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 11-13
• Any qualifications arising from the assurance, and the nature of the relationship between the
organization and the assurance providers
SAFA Standard Disclosure Index
Items Ref. Page No.
CORPORATE OBJECTIVES, VALUES & STRUCTURE CLARITY AND PRESENTATION
Vision and Mission 26
Overall strategic objectives 69-79
Core values and code of conduct/ethical principles 28-29
Profile of the Company 9, 17-19
Director’s profiles and their representation on Board of other companies & Organizations Chart 32-38, 44
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 50-64, 155-161
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
11, 126-132
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
206-212
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 46-47, 58
- Segment Results
- Turnover
- Operating profit
- Carrying amount of Net Segment assets
FINANCIAL STATEMENTS (INCLUDING FORMATS)
Disclosures of all contingencies and commitments 232
Comprehensive related party disclosures 229
Disclosures of Remuneration & Facilities provided to Directors & CEO 227, 233
Statement of Financial Position / Balance Sheet and relevant schedules 199, 202
269

Income Statement / Profit and Loss Account and relevant schedules 200, 203
Annual Report 2022-23
MJL Bangladesh PLC.

Items Ref. Page No.


Statement of Changes in Equity / Reserves & Surplus Schedule 204
Disclosure of Types of Share Capital 219
Statement of Cash Flow 201, 205
Consolidated Financial Statements (CFS) 199-201, 204
270

Extent of compliance with the core IAS/IFRS or equivalent National Standards 194-198
Disclosures / Contents of Notes to Accounts 206-212
INFORMATION ABOUT CORPORATE GOVERNANCE
Board of Directors, Chairman and CEO 140-147
Audit Committee (Composition, role, meetings, attendance, etc) Internal Control and Risk Management 164-165
Ethics and Compliance 28-29
Remuneration and other Committees of Board 153
Human Capital 84-87
Communication to Stakeholders
- Information available on website 187-189
- Other information
Management Review and Responsibility 54-64
Disclosure by Board of Directors of Audit Committee on evaluation of quarterly reports 164-165
Any other investor-friendly information 187-188
RISK MANAGEMENT AND CONTROL ENVIRONMENT
Description of the Risk Management Framework
Risk Mitigation Methodology 80-82
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 162, 187, 189
Redress of investors complaints
GRAPHICAL/ PICTORIAL DATA
Earnings per Share
Net Assets
Stock Performance 46-47
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 134
Statement of Financial Position (Balance Sheet)
- Shareholders Fund
- Property Plant and Equipment
- Net Current Assets
- Long Term Liabilities/Current Liabilities
Items Ref. Page No.
PROFITABILITY/DIVIDENDS/ PERFORMANCE AND LIQUIDITY RATIOS
Gross Profit Ratio
Earning before Interest, Depreciation and Tax
Price Earning Ratio
134
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
135
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
Cover and printing including the theme on the cover page
Appropriateness and effectiveness of photographs and their relevance Qualitative
Effectiveness of Charts and Graphs
Clarity, simplicity and lucidity in presentation of Financial Statements

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 20, 2023
• If the period is over 6 months – no marks shall be awarded

ADDITIONAL DISCLOSURES
• Sustainability Development Reporting 126-132
• Business Model 78-79
• Strategy
• Corporate Governance Certificate 170

• Geographical Presence 45

271
Annual Report 2022-23
NOTE
MJL Bangladesh PLC.
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 25th Annual General Meeting of the Company to be held on
December 20, 2023 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 PLC.


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 PLC., do hereby appoint Mr./Mrs./Ms. .......................................................................................... .................
................................................................................................................................................................................................................
of..............................................................................................................................................................................................................................
as my/our proxy to attend and vote in my/our behalf at the 25th Annual General Meeting of the company to be held on
December 20, 2023 at 11:00 AM through digital platform.

As witness my/our hand this ......................................... day of ......................................... 2023.

---------------------------------- Revenue ----------------------------


(Signature of Proxy) Stamp of (Signature of Shareholder)
Tk.100.00

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 PLC.
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275

cwiPvjbv K‡ib|
Annual Report 2022-23

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MJL Bangladesh PLC.

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276

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MÖnb I Aby‡gv`b:
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wewae× wbixÿK wb‡qvM Ges 2022-23 m‡bi Rb¨ Zv‡`i cvwi‡ZvwlK wbav©ib:
†kqvi †nvìviMb‡K GB g‡g© AewnZ Kiv nq †h, 30†k Ryb, 2022 mgvß erm‡i †Kv¤úvbxi Avw_©K cÖwZ‡e`b nvIjv`vi BDb~m
GÛ †Kvs PvU©vW© GKvD›U¨v›Um Øviv wbixÿv Kvh©µg m¤úbœ Kiv nq | evsjv‡`k wmwKDwiwUR GÛ G·‡PÄ Kwgkb Gi cÖÁvcb
bs GmBwm/wmGgAvi AviwmwW/2009-193/104 cÖkvmb ZvwiL RyjvB 27, 2011 †gvZv‡eK ZvwjKvf~³ †Kv¤úvbx †h †Kvb
PvUvW© GKvD›U¨v›U †Kv¤úvbx‡K Bnvi wewae× wbix¶K wnmv‡e ci ci wZb ermi wb‡qvM w`‡Z cvwi‡e| nvIjv`vi BDb~m GÛ
†Kvs BwZg‡a¨B Gg‡RGjweGj Gi wewae× wbix¶K wnmv‡e wZb eQi †gqv` m¤úbœ K‡i‡Q| û`v fvwm †PŠayix GÛ †Kvs PvU©vW©
GKvD›U¨v›Um Ges Ab¨vb¨ PvU©vW© GKvD›U¨v›Um dvg© 2022-23 mv‡ji †Kv¤úvwbi wbix¶K wnmv‡e wbix¶v Kvh©µg cwiPvjbvi
Rb¨ B”Qv †cvlY K‡i‡Q | GgZve¯’vq cwiPvjbv cl©` †Kv¤úvbxi 24†k A‡±vei, 2022Bs Zvwi‡L AbywôZ 122Zg cwiPvjbv
mfvq 2023 mv‡j AbywôZe¨ 25Zg evwl©K mvavib mfv ch©šÍ û`v fvwm †PŠayix GÛ †Kvs PvU©vW© GKvD›U¨v›Um†K g~mK ev‡`
6,65,000.00 UvKv cvwi‡Zvwl‡K wewae× wbix¶K wnmv‡e wb‡qvM `v‡bi Rb¨ mycvwik K‡i‡Qb|
†Kv¤úvbx mwPe Av‡jvP¨m~PxwU wWwRUvj cøvUd‡g© †kqvi †nvìviM‡Yi Aby‡gv`‡bi D‡Ï‡k¨ B-†fvwUs‡qi Rb¨ Dc¯’vcb K‡ib Ges
277

†kqvi †nvìviM‡Yi B-†fvwUs‡qi Rb¨ wKQy mgq cÖ`vb K‡ib |


Annual Report 2022-23

†kqvi †nvìviMY B-†fvwUs‡qi gva¨‡g Av‡jvP¨m~PxwUi c‡¶ 100% †fvU cÖ`vb K‡ib Ges msL¨vMwiô †kqvi †nvìviM‡Yi
me©m¤§wZµ‡g Aby‡gv`‡bi ci wb¤œewY©Z wm×všÍ M„wnZ nq |
MJL Bangladesh PLC.

GB g‡g© wm×všÍ M„nxZ nq †h, û`v fvwm †PŠayix GÛ †Kvs PvU©vW© GKvD›U¨v›Um†K wewae× wbix¶K wnmv‡e †Kv¤úvbxi Avw_©K
weeiYx wbix¶v Kivi Rb¨ cieZx© 25Zg evwl©K mvavib mfvi mgvwß ch©šÍ 30†k Ryb 2023 Zvwi‡L mgvc¨ erm‡ii Rb¨ g~mK
ev‡` 6,65,000.00 UvKv cvwikÖwg‡K wewae× wbix¶K wnmv‡e wb‡qvM cÖ`vb Kiv n‡jv|

Av‡jvP¨m~Px 7
278

2021-2022 mv‡ji Rb¨ cÖZ¨wqZ Kgcøv‡qÝ cÖ‡dkbvj wb‡qvM I Zv‡`i cvwi‡ZvwlK wbav©iY:
†kqvi †nvìviMb‡K GB g‡g© AewnZ Kiv nq †h, evsjv‡`k wmwKDwiwUR GÛ G·‡PÄ Kwgkb Gi Kvh©wewa †gvZv‡eK K‡c©v‡iU
Mf‡b©Ý †KvW Ae KÛv± Gi kZ©vejx cÖwZcvjb m¤úwK©Z cÖZ¨vqbcÎ cÖvwßi Rb¨ cÖ‡Z¨K cvewjK wjwg‡UW †Kv¤úvbx GKRb
mvwU©dv‡qW Kgcøv‡ÖqÝ cÖ‡dkbvj‡K wb‡qvM cÖ`vb Ki‡eb| Gi Av‡jv‡K †nv‡mb dinv` GÛ †Kvs PvUvW© GKvD›U¨v›Um mgvß
erm‡ii Kgcøv‡ÖqÝ wbixÿv mgvß K‡i‡Q Ges cieZx© 2022-2023 A_© erm‡ii Rb¨ g~mK ev‡` 1,00,000.00 UvKv evwl©K
cvwi‡ZvwlK wnmv‡e c~bivq KvR Kivi AvMÖn cÖKvk K‡i‡Q|
†Kv¤úvbx mwPe Av‡jvP¨m~PxwU wWwRUvj cøvUd‡g© †kqvi †nvìviM‡Yi Aby‡gv`‡bi D‡Ï‡k¨ B-†fvwUs‡qi Rb¨ Dc¯’vcb K‡ib Ges
†kqvi †nvìviM‡Yi B-†fvwUs‡qi Rb¨ wKQy mgq cÖ`vb K‡ib |
†kqvi †nvìviMY B-†fvwUs‡qi gva¨‡g Av‡jvP¨m~PxwUi c‡¶ 100% †fvU cÖ`vb K‡ib Ges msL¨vMwiô †kqvi †nvìviM‡Yi
me©m¤§wZµ‡g Aby‡gv`‡bi ci wb¤œewY©Z wm×všÍ M„wnZ nq |
GB g‡g© wm×všÍ M„nxZ nq †h, †nv‡mb dinv` GÛ †Kvs PvUvW© GKvD›U¨v›Um†K 2022-2023 mv‡ji Rb¨ K‡cv©‡iU Mf‡b©Ý
†Kv‡Wi ev¯Íevqb wbix¶vi Rb¨ †Kv¤úvbxi mvwU©dv‡qW Kgcøv‡qÝ cÖ‡dkbvj wnmv‡e g~mK ev‡` 1,00,000.00 UvKv evwl©K
cvwi‡ZvwlK wnmv‡e wb‡qvM cÖ`vb Kiv n‡jv|

we‡kl Av‡jvP¨m~Px
1. †Kv¤úvwbi wbewÜZ bvg ÒGg ‡R Gj evsjv‡`k wjwg‡UWÓ †_‡K ÒGg ‡R Gj evsjv‡`k wcGjwmÓ G cwieZ©b Kiv
†kqvi †nvìviMb‡K GB g‡g© AewnZ Kiv nq †h, †Kv¤úvwb AvBb, 1994, (ms‡kvwaZ 2020) Abymv‡i, †Kv¤úvwbi wbewÜZ
bvg ÒGg‡RGj evsjv‡`k wjwg‡UWÓ †_‡K ÒGg‡RGj evsjv‡`k wcGjwmÓ G cwieZ©b K‡i Ges †Kv¤úvbxi †g‡gv‡iÛvg I
AvwU©K¨vj Ad G‡mvwm‡qk‡bi cÖvmw½K aviv¸wj ms‡kvab Kivi Rb¨ we‡kl Av‡jvP¨m~PxwU cvm Kivi Rb¨ cÖ¯Íve Kiv n‡q‡Q |
†Kv¤úvbx mwPe Av‡jvP¨m~PxwU wWwRUvj cøvUd‡g© †kqvi †nvìviM‡Yi Aby‡gv`‡bi D‡Ï‡k¨ B-†fvwUs‡qi Rb¨ Dc¯’vcb K‡ib Ges
†kqvi †nvìviM‡Yi B-†fvwUs‡qi Rb¨ wKQy mgq cÖ`vb K‡ib |
†kqvi †nvìviMY B-†fvwUs‡qi gva¨‡g Av‡jvP¨m~PxwUi c‡¶ 100% †fvU cÖ`vb K‡ib Ges msL¨vMwiô †kqvi †nvìviM‡Yi
me©m¤§wZµ‡g Aby‡gv`‡bi ci wb¤œewY©Z wm×všÍ M„wnZ nq |
GB g‡g© wm×všÍ M„nxZ nq †h, †Kv¤úvwb AvBb 1994 (ms‡kvwaZ 2020) Abymv‡i, †Kv¤úvwbi wbewÜZ bvg ÒGg‡RGj evsjv‡`k
wjwg‡UWÓ †_‡K ÒGg‡RGj evsjv‡`k wcGjwmÓ †Z cwieZ©b Kivi cÖ¯Íve Ges †Kv¤úvwbi wbewÜZ bvg ÒGg‡RGj evsjv‡`k
wcGjwmÓ cwieZ©b‡K Kvh©Ki Kivi Rb¨, †Kv¤úvwbi †g‡gv‡iÛv‡gi cÖvmw½K aviv (we‡kl K‡i K¬R bs 1) Ges AvwU©‡Kj Ad
G‡mvwm‡qk‡bi cÖvmw½K aviv (we‡kl K‡i AvwU©‡Kj bs 3, 23 Ges 56) Gi ms‡kvab wbqš¿b KZ…©c‡¶i Aby‡gv`b ¯^v‡c‡¶
GZØviv Aby‡gvw`Z n‡jv|
2. †Kv¤úvbx Bnvi mn‡hvMx, mnvqK Ges mnKvix cÖwZôv‡bi c‡¶ †h‡Kvb Zdwmwj e¨vsK ev Avw_©K cÖwZôvb‡K K‡c©v‡iU
M¨vivw›U cÖ`v‡bi welhqwU we‡ePbv Ges Aby‡gv`b Kiv
†kqvi †nvìviMb‡K GB g‡g© AewnZ Kiv nq †h, Gg‡RGj evsjv‡`k wjwg‡UW MZ A_©eQ‡i MJL (S) Pte. Limited -Gi c‡¶
÷¨vÛvW© PvU©vW© e¨vsK wm½vcyi Ges nsKs mvsnvB e¨vsK wm½vcyi‡K Avjv`vfv‡e BDGmwW 20 wgwjqb M¨vivw›U cÖ`vb K‡iwQj,
hv G eQi DwjøwLZ e¨vsK¸‡jv‡K Avjv`vfv‡e BDGmwW 40 wgwjqb Wjv‡i DbœxZ Kiv n‡q‡Q | GQvovI Gg‡RGj evsjv‡`k
wjwg‡UW Zvi mnvqK †Kv¤úvwb I‡giv †c‡U«vwjqvg wjwg‡UW‡K K‡c©v‡iU M¨vivw›U cÖ`vb K‡i‡Q Ges fwel¨‡ZI K‡c©v‡iU M¨vivw›U
cÖ`vb K‡i _vK‡e | AZGe, ÷¨vÛvW© PvU©vW© e¨vsK wm½vcyi Ges nsKs mvsnvB e¨vsK wm½vcyi‡K MJL (S) Pte. Limited -Gi c‡¶
c„_Kfv‡e BDGmwW 40 wgwjqb K‡c©v‡iU M¨vivw›U msµvšÍ cÖ¯Íve Ges †mB mv‡_ †Kv¤úvbx Bnvi mvewmwWqvwi †Kv¤úvwb I‡giv
†c‡U«vwjqvg wjwg‡UW Ges Ab¨vb¨ mvewmwWqvwi †Kv¤úvwb¸wj‡K K‡c©v‡iU M¨vivw›U cÖ`v‡bi Rb¨ welqwU mvaviY †kqvi‡nvìvi‡`i
Aby‡gv`‡bi Rb¨ Dc¯’vcb Kiv n‡jv|
†Kv¤úvbx mwPe Av‡jvP¨m~PxwU wWwRUvj cøvUd‡g© †kqvi †nvìviM‡Yi Aby‡gv`‡bi D‡Ï‡k¨ B-†fvwUs‡qi Rb¨ Dc¯’vcb K‡ib Ges
†kqvi †nvìviM‡Yi B-†fvwUs‡qi Rb¨ wKQy mgq cÖ`vb K‡ib |
†kqvi †nvìviMY B-†fvwUs‡qi gva¨‡g Av‡jvP¨m~PxwUi c‡¶ 100% †fvU cÖ`vb K‡ib Ges msL¨vMwiô †kqvi †nvìviM‡Yi
me©m¤§wZµ‡g Aby‡gv`‡bi ci wb¤œewY©Z wm×všÍ M„wnZ nq |
GB g‡g© wm×všÍ M„nxZ nq †h, †Kv¤úvbxi mn‡hvMx, mnvqK Ges mnKvix cÖwZôvb¸‡jvi c‡¶ †h †Kvb Zdwmwj e¨vsK ev Avw_©K
cÖwZôvb †_‡K Fb ev †µwWU myweavi gÄywi / Aby‡gv`‡bi Rb¨ Gg‡RGj evsjv‡`k wjwg‡UW Gi cwiPvjbv cl©`‡K Ges
e¨e¯’vcbv‡K GB g‡g© K‡c©v‡iU M¨vivw›U cÖ`vb Kivi AbygwZ / ¶gZvAc©Y Kivi AbygwZ cÖ`vb Kiv n‡jv|
AviI wm×všÍ M„nxZ nq †h, MJL (S) Pte. Limited KZ…©K FY MÖnY Ges cwi‡kv‡ai myweavi Rb¨ MJL (S) Pte. Limited -Gi
c‡¶ (i) ÷¨vÛvW© PvU©vW© e¨vsK wm½vcyi Ges (ii) nsKs mvsnvB e¨vswKs K‡c©v‡ikb wm½vcyi‡K c„_Kfv‡e we`¨gvb BDGmwW 20
wgwjqb Gi cwie‡Z© BDGmwW 40 wgwjqb Gi K‡c©v‡iU M¨vivw›U c«`vb msµvšÍ cwiPvjbv cl©‡`i 121Zg †evW© mfvi wm×všÍwU
GZØviv Aby‡gvw`Z n‡jv|
cybivq wm×všÍ M„nxZ nq †h, Gg‡RGj evsjv‡`k wjwg‡U‡Wi mn‡hvMx cªwZôvb I‡giv †c‡Uªvwjqvg wjwg‡U‡Wi FY gÄyi Ges
cwi‡kv‡ai myweavi Rb¨ I‡giv †c‡Uªvwjqvg wjwg‡UW Gi c‡¶ ÷¨vÛvW© PvU©vW© e¨vsK †K K‡c©v‡iU M¨vivw›U cÖ`vb Kivi welqwU
GZØviv Aby‡gvw`Z n‡jv|
3. weGmBwm weÁwß bs weGmBwm / wmGgAviAviwW /2009-193/10/ A¨vWwgb/118 Zvwi‡Li 22†k gvP© 2021 Abyhvqx mswkøó
c‡¶i †jb‡`b (wbixw¶Z Avw_©K weeibxi †bvU- 36-G cÖKvk Kiv n‡q‡Q) we‡ePbv Ges Aby‡gv`b Kiv
Gg‡RGj evsjv‡`k wjwg‡UW GKwU †nvwìs †Kv¤úvwb wnmv‡e Zvi mn‡hvMx cÖwZôvb¸wji mv‡_ e¨emv Ki‡Q, †h¸wj mswkøó
c‡¶i †jb‡`b wnmv‡e we‡ewPZ nq, hvi wek` weeiY †Kv¤úvwbi Avw_©K weeibxi †bvU bs 36-G ewY©Z Av‡Q|
†Kv¤úvbx mwPe Av‡jvP¨m~PxwU wWwRUvj cøvUd‡g© †kqvi †nvìviM‡Yi Aby‡gv`‡bi D‡Ï‡k¨ B-†fvwUs‡qi Rb¨ Dc¯’vcb K‡ib Ges
†kqvi †nvìviM‡Yi B-†fvwUs‡qi Rb¨ wKQy mgq cÖ`vb K‡ib |
†kqvi †nvìviMY B-†fvwUs‡qi gva¨‡g Av‡jvP¨m~PxwUi c‡¶ 100% †fvU cÖ`vb K‡ib Ges msL¨vMwiô †kqvi †nvìviM‡Yi
me©m¤§wZµ‡g Aby‡gv`‡bi ci wb¤œewY©Z wm×všÍ M„wnZ nq |
GB g‡g© wm×všÍ M„nxZ nq †h, Gg‡RGj evsjv‡`k wjwg‡UW (Gg‡RGjweGj), †nvwìs †Kv¤úvwb wnmv‡e 30†k Ryb 2022 mgvß
eQ‡ii Rb¨ †Kv¤úvwbi wbixw¶Z Avw_©K eeibxi †bvU-36-G cÖKvwkZ wnmv‡e Zvi mn‡hvMx cÖwZôvb¸wji mv‡_ mswkøó c‡¶i
†jb‡`b Kivi welqwU GZØviv Aby‡gvw`Z n‡jv|
Avi †Kvb Av‡jvP¨m~Px bv _vKvq mfvcwZ KZ…©K mKj‡K ab¨ev` Rvwb‡q mfvi mgvwß †NvlYv Kiv nq|

†gv. AvwbQzi ingvb


279

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Annual Report 2022-23

wmwbqi mwPe
R¡vjvwb I LwbR m¤ú` wefvM

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