Content Letter of Transmittal 04 Notice of the 13th Annual General Meeting 05 Corporate Information 06 Board of Directors 07 Brief Profile of the Directors 08 Top Management 11 Management Team 12 Plant Personnel 14 Company Profile 16 Shareholding Structure at the year end 2010 17 Five Year s Financial Highlights 19 Performance Indicators 20 Financial Highlights in 2010 22 From the Desk of Chairman 23 Directors Report to the Shareholders 24 Managing Director s Review of Business Environment 28 Value Added Statement 31 Distribution of products 32 Principal Products and Services 33 Photo Album 40 Corporate Social Responsibility 42 Statement on Directors Responsibility 43 Corporate Governance 44 Compliance Report on SEC s Notification 46 Auditors Report 50 Statement of Financial Position 52 Statement of Comprehensive Income 53 Statement of Changes in Equity 54 Statement of Cash Flows 55 Notes to the Financial Statements 56 Attendance Slip and Proxy Form 87 Letter of Transmittal All Shareholders Bangladesh Bank Securities and Exchange Commission Registrar of Joint Stock Companies & Firm Dhaka Stock Exchange Limited Chittagong Stock Exchange Limited Dear Sir (s): Annual Report for the year ended December 31, 2010 Enclosed please find a copy of the Annual Report together with the Audited financial statements including consolidated and separate Balance sheet as at December 31, 2010 and income statements, cash flow statements and changes in equity statements for the year ended December 31, 2010 along with notes thereon. Thank you. Yours sincerely, Md. Warisul Abid Company Secretary 4 MJL Bangladesh Limited ANNUAL REPORT 2010 MJL Bangladesh Limited Mobil House, CWS (C) 9, Gulshan-1, Dhaka-1212 Notice of the 13th Annual General Meeting Notice is hereby given that the 13th Annual General Meeting of the company will be held on Wednesday, September 21, 2011 at 10:30 AM at Bangabandhu International Conference Centre, Agargaon, Dhaka to transact the following business: Agenda: 1. To confirm the minutes of the 12th Annual General Meeting held on June 25, 2010. 2. To receive, consider and adopt the Report of the Directors and the Audited Accounts of the Company for the year ended on December 31, 2010. 3. To declare dividend for the year ended on December 31, 2010. 4. To elect Directors of the Company. 5. To appoint Auditors of the Company for the term until conclusion of the next Annual General Meeting and fix their remuneration. August 25, 2011 By order of the Board of Directors Md. Warisul Abid Company Secretary Notes: 1. August 14, 2011 is the record date. Shareholder whose name will appear in the share register of the company or in the depository register on that date will be eligible to attend the AGM and to receive dividend approved. 2. A member eligible to attend the Annual General Meeting is entitled to attend and vote on his/her behalf. No person shall act as a proxy unless he/she is entitled to be present and vote in his/her own right. 3. Form of proxy, duly completed, must be deposited at the company s share department not later than 48 hours before the time fixed for the meeting. MJL Bangladesh Limited ANNUAL REPORT 2010 5 Corporate Information Registered and Corporate Office MJL Bangladesh Limited. Mobil House, CWS (C) 9 Gulshan-1, Dhaka-1212. Bangladesh. Tel: +88 (02) 8813597-8, 8813661 Fax:+88 (02) 9885269 Share Department House 73, Block-K, Suhrawardy Avenue Baridhara, Dhaka-1212. Tel: +88 (02) 8829510, +88 01713436364 Chittagong Office House # 138/A, Road # 1, CDA R/A, Agrabad, Chittagong- 4100, Bangladesh. Ph: +88 (031) 716997, 714640 Fax: +88 (031) 716997 Plant Address Guptakhal, East Patenga Chittagong-4205, Bangladesh. Ph: +88 (031) 2501093, 2500937 Fax: +88 (031) 2501094 Business Hours 9.00 A.M to 6.00 P.M Auditors ACNABIN Chartered Accountants BDBL Bhaban (13th Floor) 12, Karwan Bazar, Dhaka 1215 Legal Advisor C. T. Karim & Partners Suite # 7D, Paramount Height (7th Floor) 65/2/1 Culvert Road, Purana Paltan, Dhaka - 1000 6 MJL Bangladesh Limited ANNUAL REPORT 2010 Board of Directors Chairman Mohammad Mejbahuddin Secretary, Energy & Mineral Resources Division, Ministry of Power, Energy & Mineral Resources, Government of Bangladesh Directors Mizanur Rahman Managing Director, Jamuna Oil Company Limited Abdul- Muyeed Chowdhury Chairman, Tiger Tours Limited Md. Aminur Rahman Director, Mobil Jamuna Fuels Limited Quazi Mohammad Shariful Ala Managing Director, Delta Brac Housing Finance Corp. Ltd Azam J. Chowdhury Director, Prime Bank Limited Managing Director Azam J. Chowdhury Company Secretary Md. Warisul Abid MJL Bangladesh Limited ANNUAL REPORT 2010 7 Brief Profile of the Directors Mohammad Mejbahuddin Chairman, Board of Directors Mr. Mohammad Mejbahuddin is Chairman of the Board of Directors of MJL Bangladesh Limited (MJLBL). Mr. Mejbahuddin is representing the Jamuna Oil Company Limited on the Board of MJLBL since May 5, 2010. He is presently the Secretary of the Energy & Mineral Resources Division, Ministry of Power, Energy & Mineral Resources, Government of Bangladesh. Besides MJLBL, Mr. Mejbahuddin represents the Government on the Board of Directors of Karnaphuli Fertilizer Company Limited (KAFCO). He is also the Chairman of Titas Gas Transmission & Distribution Company Limited; Bangladesh Petroleum Exploration & Production Company Limited; Bangladesh Gas Fields Company Limited; and Bangladesh Petroleum Institute. Prior to his appointment as Secretary In-charge of the Energy & Mineral Resources Division, he was Additional Secretary of Economic Relations Division (ERD) of the Ministry of Finance. Mr. Mejbahuddin joined the Civil Service of Bangladesh in 1983, and served in a number of ministries at various important levels, including Joint Secretary of the Ministry of Communication; Economic Counselor of the Embassy of Bangladesh in Rome, Italy; and Joint Commissioner of Customs at the National Board of Revenue. Mr. Mejbahuddin earned his Master of Arts degrees in Public Administration from Dhaka University, Bangladesh and also obtained Hubert H. Humphrey Fellowship from Pennsylvania State University, USA. Abdul-Muyeed Chowdhury Director Mr. Abdul-Muyeed Chowdhury is a nominee Director representing EC Securities Limited in the Board of Directors of MJLBL since December 14, 2003. He is currently the Chairman of BRAC Bdmail Network Limited, a US Bangladesh joint venture ISP Company and an independent Director of Pioneer Insurance Company Limited. Mr. Chowhdury was a former Adviser to Caretaker Government of 2001 in Bangladesh. A career civil servant for 33 years he was a Secretary to the Government in various ministries from 1994 to 2000. His last assignment was as Secretary Internal Resources Division (IRD) of the Ministry of Finance and ex-officio Chairman of the National Board of Revenue (NBR) for two years until his retirement in July, 2000. He was a successful Managing Director of Biman Bangladesh Airlines. As Executive Director of Jamuna Multipurpose Bridge Authority and Secretary Jamuna Bridge Division, he steered the construction work of Bangabandhu Bridge on river Jamuna to completion in record time. Mr. Chowdhruy was the Executive Director of BRAC from 2000 to 2006. He was also the Chairman of SME Foundation, Bangladesh, a not-for-profit organization under public-private partnership for promoting and developing the SME sector in Bangladesh. He also held the position of Chairman at Bangladesh Telecentre Network (BTN), a coalition of organizations and individuals committed to provide Internet based shared access points for information and other facilities to the rural communities across the country. Mr. Chowdhury was a Vice President of Bangladesh Olympic Association, President of National Shooting Federation of Bangladesh. He was a Global Councilor of International Union for Conservation of Nature (IUCN) during 2004-2008. Mr. Chowdhury obtained a Bachelor of Arts (Honors) in History in 1964 and a Master of Arts in Modern History from the University of Dhaka in 1965. He also attended University of Tennessee (Knoxville, USA) for 9-months as a Fulbright scholar in 1980-81. 8 MJL Bangladesh Limited ANNUAL REPORT 2010 Md. Aminur Rahman Director Mr. Md. Aminur Rahman was appointed at the Board of Directors of MJLBL as a nominee Director of EC Securities Limited in September 2008. Mr. Rahman joined the Civil Service of Bangladesh in November 1970, and retired as Secretary of the Ministry of Commerce of Government of Bangladesh in January 2005. During his long service tenure with the Government, he served in a number of ministries at various important levels, including Secretary of the Ministry of Housing and Public Works and Secretary-in-Charge of the Ministry of Textile. Mr. Rahman obtained a Bachelor of Science degree from the University of Dhaka and a Post-Graduate Diploma in Economics & Social Studies from the University of Manchester, UK. Mizanur Rahman Director Mr. Mizanur Rahman is a nominee Director representing Jamuna Oil Company Limited at the Board of MJL Bangladesh Limited since March 23, 2009. Mr. Rahman is presently the Managing Director of Jamuna Oil Company Limited, a shareholder of MJL Bangladesh Limited. Mr. Rahman has over 30 years of professional experience in the downstream petroleum industry of the country. After being graduated with Honors in Political Science from the University of Dhaka, he joined Bangladesh Petroleum Corporation (BPC) in June 1978, and served until November 10, 2009, with the position of Director, Marketing. He is also widely known as an accomplished theatre worker, actor and playwright. MJL Bangladesh Limited ANNUAL REPORT 2010 9 Quazi Mohammad Shariful Ala Director Mr. Quazi Mohammad Shariful Ala is a nominee Director representing EC Securities Limited at the Board of MJL Bangladesh Limited since September 2002. He is presently the Managing Director and CEO of Delta BRAC Housing Finance Corporation (DBH), a position he has held since July 1997. Besides, he is also a Director of BRAC Bank Limited. Prior to joining DBH, he was the Finance Director of Green Delta Insurance Company Limited. He has also worked in the London Office of Price Waterhouse Coopers (one of the big four international accountancy and consultancy firms) for six years. Whilst at Price Waterhouse, Mr. Ala had worked on assignments with some of the largest listed companies in the UK and US including, JP Morgan, Barclays Bank, Shell Group, Unilever, etc. He has altogether more than 28 years professional experience primarily in the financial sector both in Bangladesh and in the United Kingdom. Mr. Ala is a Chartered Accountant from the Institute of Chartered Accountants of England & Wales and graduated with first class honors in Economics from the London School of Economics, University of London, UK. Azam J. Chowdhury Director and Managing Director Mr. Azam J. Chowdhury is a nominee Director representing EC Securities Limited at the Board of Directors of MJL Bangladesh Limited since March 1999. Mr. Chowdhury was also appointed as the Managing Director of the Company in January 2002. He is the Chairman of East Coast Group, a fast growing group with a highly diversified business portfolio. He is also the Chairman of Bangladesh-Norway Chamber of Commerce & Industry; Vice President of Bangladesh Energy Companies Association and Member of Advisory Council of the Government of Bangladesh on Power, Energy & Mineral Resources. He is also the Director of Prime Bank Limited, Central Depository Bangladesh Limited (CDBL). Mr. Chowdhury is also the Chairman of the Consolidated Tea & Lands Co. (Bangladesh) Limited (James Finlay). He was Chairman of Green Delta Insurance Co. Limited, one of the most successful general insurance companies in Bangladesh. Having completed his Masters in English Literature from the University of Dhaka, he attended courses on Business Administration in UK and Singapore. He also completed a course in Pricing and Costing sponsored by UNCTAD under United Nations. In recognition to his performance, Hungarian Government nominated him as the Honorary Consul of the Republic of Hungary in Bangladesh. He is actively involved in various philanthropic activities, including establishment and management of school and charitable clinic with primarily focus to provide underprivileged people free access to educational and medical facilities. He is also a renowned Golfer and achieved laurels several times in this sporting arena. 10 MJL Bangladesh Limited ANNUAL REPORT 2010 Top Management Managing Director Azam J. Chowdhury Chief Executive Officer Sanaul Haque General Manager and Chief Engineer M. Mukul Hossain Chief Financial Officer Mohammad Tipu Sultan, FCA Plant Manager Engr. Salah Uddin Ahmed Chief Human Resources Officer & Company Secretary Md. Warisul Abid MJL Bangladesh Limited ANNUAL REPORT 2010 11 Management Team 12 From the left (sittinng) From the left (standing) Seakh Awan Hoque Assistant General Manager, Logistics & Order Fulfillment Shehabun Saaqeb Assistant Manager, Business Systems Asif Malik Chief Operating Officer Shafquat Mahmud Fahmi Manager, Information and Technology Sanaul Haque Chief Executive Officer Abdullah Hel Aziz Assistant Manager, Logistics & Order Fulfillment M. Mukul Hossain Chief Engineer and General Manager A. B. M. Mostakur Rahman Assistant Territory Manager- Dhaka Center Mohammad Tipu Sultan FCA Chief Financial Officer Monirul Islam Manager, Customer Services Warisul Abid Chief Human Resources Officer and Company Secretary Md. Shahin Alom Assistant Manager, Industrial Lubricants MJL Bangladesh Limited ANNUAL REPORT 2010 Md. Ariful Karim Assistant Manager, Automotive Lubricants Ashraful Alam Assistant Manager, Sales & Marketing Mir Mohammad Rokibul Kabir Senior Executive, Share Department Abu Sadat Khan Assistant Manager, Customer Service Syed Atiqur Rahman Accounts Controller Md. Rasheduzzaman Manager, Industrial Lubricants Naymun Nahar Assistant Manager, Human Resources Zamiur Rahman Assistant Treasury Controller Md. Masudul Hoque Controller, VAT and Tax Nazrul Alam Swapon Manager, Sales & Marketing Farhana Afreen Mahmood Manager, Human Resources & Admin. Sk. Ashiqur Rahman Assistant Manager, Industrial Lubricants Tareq Sami Rahman Manager, Finance & Planning Kajal Kumar Addya Assistant Accounts Controller MJL Bangladesh Limited ANNUAL REPORT 2010 13 Plant Personnel From the left Mohammad Anwar Sadat Assitant Manager (Blending & Filling) Shahriar Shahadat Bulbul Senior Chemist Md. Ahsan Ullah Manager, Administration Akramul Hoque Chief Chemist Jahangir Alam Manager, Warehouse Jyotirmay Sarker Manager (Blending & Filling) Kamrul Islam Senior Chemist Dipankar Kumar Das Senior Production Engineer Engr. Salah Uddin Ahmed Plant Manager 14 MJL Bangladesh Limited ANNUAL REPORT 2010 Company Profile MJL Bangladesh Limited, formerly Mobil Jamuna Lubricants Limited, is a joint venture company between state owned Jamuna Oil Company and EC Securities Limited (subsidiary of the East Coast Group). The journey of blending world-class lubricants in Bangladesh started in 1998 when Mobil Corporation (after the merger known as ExxonMobil Corporation) decided to set up Mobil Jamuna Lubricants Limited in partnership with the state owned Jamuna Oil Company Limited. MJL Bangladesh Limited envisioned that Bangladesh would be one of the few countries in the region to blend high quality lubricants. MJLBL started its commercial operation on May 20, 1999. The company commissioned a state- of-the-art Lube Oil Blending Plant (LOBP) - the first of its kind in the country - in May 2003. Since then, the production of this plant and marketing activities of MJL Bangladesh Limited have expanded greatly. As required by ExxonMobil s Quality Integrity Management System (QIMS), this zero emission Plant strictly follows the quality programs, starting from receiving the base oils from ExxonMobil and additives sourced from other global suppliers as per ExxonMobil recommendation and formulation. The Plant is certified by ExxonMobil QP&G and QIMS, and Germinischer Lloyd (GLC) for ISO 9001-2008. A team of highly qualified, trained and skilled personnel operate the Plant with a warranty of hundred percent product quality assurances. With a nationwide supply chain to cater the lubricant needs of the country, the Company strictly follows a customer first policy. Its expert sales and engineering support service personnel work with utmost dedication to help identify the right products and services for the customer s needs. One can easily find in the market a professional array of the quality products blended and marketed by MJL Bangladesh Limited (MJBL). Where there is engine there is presence of MJL Bangladesh Limited to give appropriate lubrication solutions. Thus the lubricants blended and marketed by MJL Bangladesh Limited are being used in powering the engines touching all corner-stones of modern developments of the country including motor vehicles, locomotive engines, river, sea and ocean going vessels, aviation and power and other sectors of the country. Being a shining example of Technology Transfer in the country, the company has created direct employment opportunities for 120 people, 2000 associated jobs, significant value addition in lube blending and the availability of world-class lubricants and greases in Bangladesh. 16 MJL Bangladesh Limited ANNUAL REPORT 2010 Shareholding Structure at the Year End 2010 Name of Shareholders Number of Shares % of total Shareholding EC Securities Limited 105,220,000 74.98575 % Jamuna Oil Company Ltd 35,080,000 25.00000 % Mr. Azam J. Chowdhury 4,000 00.00285 % Mrs. Marina Yasmin Chowdhury 4,000 00.00285 % Mr. Tanjil Chowdhury 4,000 00.00285 % Ms. Dilruba Chowdhury 4,000 00.00285 % M/s Parkesine Products Ltd 4,000 00.00285 % 140,320,000 100.00000 % Total Shareholding Structure at the Year End 2010 Others 0.014250% Jamuna Oil Company Ltd 25.00000% EC Securities Limited 74.98575% MJL Bangladesh Limited ANNUAL REPORT 2010 17 18 MJL Bangladesh Limited ANNUAL REPORT 2010 Five Year’s Financial Highlights Figure in Tk 000 unless specified Particulars 2010 2009 2008 2007 2006 Sales 3,847,949 3,238,077 2,857,405 2,338,480 1,963,810 Less: COGS 2,898,732 2,397,792 2,114,391 1,803,531 1,583,649 Gross Profit 949,217 840,285 743,014 534,949 380,161 82,005 69,214 78,822 12,552 6,303 Less: Administrative and selling expenses 235,153 194,608 158,447 110,639 86,619 Less: Financial Charges 114,168 59,381 60,079 77,695 66,637 Profit before Tax 681,901 655,510 603,309 359,168 233,208 - - 57,410 83,986 - Less: Provision for income tax 173,564 312,258 143,018 15,792 20,499 Net Profit After Tax 508,337 343,252 402,882 259,390 212,709 3.62 2.45 11.48 7.39 6.06 Add: other Income Less: Tax Holiday Reserve Earnings Per Share (Tk) MJL Bangladesh Limited ANNUAL REPORT 2010 19 Performance Indicators Current Ratio 0.89 0.78 0.87 2008 1.68 1.45 2007 0.21 .98 1.36 2.08 1.48 Quick Ratio 2006 2009 2010 2006 2007 Year 2008 2009 2010 Year Net Asset Turnover Ratio 2008 2009 2010 Year 2.12 2.23 1.18 2.78 2007 2.63 2006 1.98 2.49 4.53 2.66 3.4 Inventory Turnover Ratio 2006 2007 2008 2009 2010 Year Earning Per Share 20 MJL Bangladesh Limited ANNUAL REPORT 2010 2009 2010 22.88 19.36 2006 2007 24.67 2008 Year 25.95 2007 26.00 2006 3.62 2.45 6.06 7.39 11.48 Gross Margin Ratio 2008 2009 2010 Year Net Income Ratio 2006 17.57 2010 2009 2010 2006 2007 2008 2009 15.64 10.01 22.53 29.53 36.84 Return on Equity Ratio 12.34 15.36 13.97 15.07 2008 Year 2009 Year Return on Asset Ratio 2007 2008 15.28 2007 r a eY 2006 19.82 2010 20.55 2009 31.50 2008 11.84 2007 8.84 11.03 2006 10.38 10.8 13.72 Opearting Income Ratio 2010 Year MJL Bangladesh Limited ANNUAL REPORT 2010 21 Financial Highlights in 2010 Profit after Tax Earnings per share increased by reached BDT 48% 3.62 Net Asset Value Total Assets per share BDT grew by 23.17 82.30% to reach BDT 508.33 million 2009: BDT 10.86 Shareholder equity rose by 113.46% to reach 3,251 million 22 MJL Bangladesh Limited ANNUAL REPORT 2010 2009: BDT 2.45 to reach BDT 5,089 million From the Desk of Chairman It is indeed a great pleasure for me to be here with you in the 13th Annual General Meeting of the MJLBL. On behalf of the Board of Directors and myself, I would like to express my heartful thanks and profound gratitude to all of you for your continuous support and guidance in achieving excellence in the performance of the company for the calendar year 2010. It is my pleasure to announce that MJLBL got listed in Dhaka Stock Exchange and Chittagong Stock Exchange in June 2011.The Company collected Tk 4,600.00 million at a premium of Tk 105.00 (Taka 10 face value per share). The issue price was derived through price discovery process under book building method. I express my gratitude to investors for their overwhelming confidence reflected in its being oversubscribed. During the calendar year 2010, Company s sales revenue was Tk 3847.9 million which was Tk 3230.8 million in 2009 reflecting 19% growth in sales revenue. Revenue Pie consists of 48% from manufacturing unit and 52% from trading unit. The growth in sales revenue was also augmented by the growth of sales volume and sales price. MJL Bangladesh Ltd is a very profitable company with consistent high return over the years. Profit after tax of the company stood at Tk 508.33 million in calendar year 2010 against Tk 343.25 million in the previous year indicating a sharp increase of 48%. While analyzing other profitability indicators, Earning per share stood at Tk 3.62 in 2010 against Tk. 2.45 of 2009 Finally, I would like to extend my gratitude to Securities and Exchange Commission, Dhaka Stock Exchange, Chittagong Stock Exchange, Registrar of Joint Stock Companies and Firms, National Board of Revenue, Bangladesh Bank and all other regulatory authorities for their valuable guidance, support and cooperation. Mohammad Mejbahuddin Chairman MJL Bangladesh Limited ANNUAL REPORT 2010 23 Directors’ Report to the Shareholders Oil Industry Profile Throughout the world oil sector is one of the most sensitive sectors in the economy as the economic growth in general and business cycles in particular are greatly influenced by the fluctuations in oil prices. Despite enhanced awareness about adverse impact on climate from fossil fuel use, demand for liquid fuel has gone up particularly in emerging countries. Global energy demand growth in 2010 was 5.6 percent compared to global GDP growth of 4.9 percent. More particularly, globally oil production growth in 2010 was 2.2 percent while consumption growth was 3.1 percent which further exacerbated an already fragile demand- supply balance. The current gap between demand and supply in combination with political unrest in Middle East has contributed to price hike in oil in 2011 comparable to 2008. The economies of the world, in particular, the less developed ones are under intense fiscal pressure due to price hike of petroleum products. The commercial energy mix in Bangladesh is predominantly dependent on natural gas which is 73 percent followed by petroleum products at 25 percent. Following Government s fuel diversification strategy for power generation, import of liquid fuel is expected to grow 40 percent in 2011-12 compared to last year. A high import cost of oil is not only putting pressure on the country s balance of payment but also generating huge fiscal stress on budget as price pass on is limited. The petroleum sector operates mainly under government control. However, private sector operation has been allowed in condensate fractionation, production and marketing of LPG and lube products. The private sector can now also import furnace oil for industrial use. 24 MJL Bangladesh Limited ANNUAL REPORT 2010 At present, the three oil marketing companies captured only about 30% of the market demand of lubricant products. It is notable here that BPC has no price control on the lubricants products. The pricing structure is settled by the government at ex-refinery level, depots level, and also at consumer level in different distances. The commission at each level of suppliers i.e. oil marketing companies, agents, dealers are also fixed by the Government. According to the Gazette, BPC reimburses the transportation cost to the oil marketing companies. Business Review: During the calendar year 2010, Company s sales revenue was Tk 3847.9 million which was Tk 3230.8 million in 2009 reflecting 19% growth in sales revenue. Revenue Pie consists of 48% from manufacturing unit and 52% from trading unit. The growth in sales revenue was also augmented by the growth of sales volume and sales price. MJL Bangladesh Ltd is a very profitable company with Sales Revenue 3230.8 On behalf of the Board of Directors, I welcome you to the 13th Annual General Meeting of the company and have the pleasure to present the Audited Balance Sheet, Profit & Loss Account, Cash Flow Statement and Statement of Changes in Equity for the year 2010 along with the Auditors Report thereon. GoB established BPC by a Presidential Ordinance in 1976 (# 88, 13/11/1976) with the philosophy of providing petroleum products to all consumers at equal price irrespective of transportation cost. As per the Bangladesh Petroleum Act, 1974, production, processing, refining and marketing of petroleum products in the country is vested exclusively with the Government of Bangladesh. The Petroleum Act also specifies the authorities, functions and responsibilities of BPC including establishment of plants & infrastructure, building necessary facilities and their extensions for marketing of petroleum products; monitoring, coordination of the subsidiary companies of BPC and any other functions and responsibilities as directed by the government. In order to regulate the sector the major five functions of BPC are being performed by subsidiary companies of BPC. In the lube market, severe competition has been prevailing due to the presence of more than 50(fifty) competitors along with famous brands marketed by three state owned oil marketing companies. 3847.9 Dear Shareholders, 2010 2009 consistent high return over the years. Profit after tax of the company stood at Tk 508.33 million in calendar year 2010 against Tk 343.25 million in the previous year indicating sharp increase of 48%. While analyzing other profitability indicators, Earning per share stood at Tk 3.62 in 2010 against Tk. 2.45 of 2009. 343.25 508.33 The cost efficiency (Cost of goods Profit After Tax sold to sales revenue) of the company was almost stable in the last two years. During the year 2010 it was marginally higher to 75.33 % against 74.05% in 2009. The average unit cost of base oil increased by 19% in 2010 and by 8% in 2009.Again average unit cost of additives was increased by 16% and 23% in respective years. However average 8% in 2010 2009 2010 and average 12% in 2009 increase of sales price induced to keep the cost efficiency in line with the previous year of the company. 74.05% 75.33% MJLBL is basically an import based (considering volume of raw materials) Cost of Goods Sold company that requires to Sales Revenue maintaining significant inventory. However, due to short collection period of receivables and timely repayment of payables, liquidity position always remains at modest level. It is reflected by the current ratio which stood at 2.08 times during the year. It may be noted that the company has a policy to sell all its product 2010 2009 mostly on cash basis. For 12% Slaes Price Increase 2010 2009 Due to strong market image of MJL Bangladesh Limited, it enjoys excellent relationship with different financial institutions and have the Base Oil Price Increase flexibility to raise funds at a very attractive rate.. The profit generation of the company was good to serve the interest obligation against the revolving credit facilities. In terms of interest coverage ratio, the earnings before charging interest was 8.75 times in the year 2010 and 12.55 2010 2009 times in 2009 showing excellent debt servicing capacity of the company. 8% Manufacturing Unit 48% this reason, there was no significant trade receivable at year end. Against the above, the raw materials are purchased through sight/ deferred L/C, consequently average payable holding period existed in 6-10 days. The company maintains considerable investment in FDR and other securities amounting Tk.640.66 million i.e.17.80 % of total current assets, which are considered highly liquid assets. 8% Trading Unit 52% 19% Revenue Competitive Condition of Business: In the lube market, severe competition has been prevailing due to the presence of more than 50 (fifty) competitors At present, the three oil marketing companies captured only about 30% of the market demand of lubricant products. It is notable here that BPC has no price control on the lubricants products. The pricing structure is settled by the government at ex-refinery level, depots level, and also at consumer level in different distances. The commission at each level of suppliers i.e. oil marketing companies, agents, dealers are also fixed by the Government. MJL Bangladesh Limited ANNUAL REPORT 2010 25 Corporate and Financial Reporting Framework Contribution to the National Exchequer: In accordance with Securities and Exchange Commission s Notification No./SEC/CMRCD/2006158/Admin/02-08 dated February 20,2006 the directors are pleased to conform the following: a. The financial statements together with the notes thereof have been drawn up in conformity with the Companies Act 1994 and Securities and Exchange Rules 1987. These statements present fairly the Company s state of affairs, the results of its operations cash flow and changes in equity. With a view to assist the Government in building up revenues and thus contribute to the economic development of the country, MJLBL regularly pays its corporate tax on time. We also deposit Excise duty, withholding tax and VAT to government exchequer on time. The Shareholding Pattern as per Clause 2(k) of SEC Notification No. SEC/CMRRCD/2006-158/Admin/0208 dated February 20, 2006 is shown in page no. 18 of this report. b. Proper books of account of the Company have been maintained. c. Appropriate accounting policies have been consistently applied in preparation of the financial statements and the accounting estimates are based on reasonable and prudent judgment. Board Meetings and Attendance International Accounting Standards, as applicable in Bangladesh, have been followed in preparation of the financial statements Human Resource Management: d. e. The systems of internal controls are sound and have been effectively implemented and monitored. f. There are no significant doubts about the Company s ability to continue as a going concern. g. The significant deviations from last year in operating results of the company have been highlighted in the report and reasons thereof have been explained h. The key operating and financial data for the last five years are annexed. Dividend: Profit after tax during the year stood at Tk 508.33 million against Tk 343.25 million in the previous year indicating a sharp increase of 48% in after tax profit. The Board of Director of MJL Bangladesh Limited has recommended 15% cash dividend and 15 % stock dividend for the calendar year 2010. 26 Shareholding Pattern MJL Bangladesh Limited ANNUAL REPORT 2010 During the year ended on December 31, 2010, Five Meetings of the Board of Directors were held. The attendance of the Directors is shown in Annexure II MJLBL has adopted the HR practices and organizational culture in line with ExxonMobil s practices worldwide. MJLBL has sound human resource policy to ensure the congenial working environment and better carrier path for the employees. Its HR development plan and performance evaluation system is in line with other renowned organization of the country. Development programs are implemented in three stages. First, training needs for a particular employee are assessed by the departmental heads, then training programs are conducted in in-house and outside the organization, finally assessment is done for the trained employee how he or she utilizes the training in the workplace. For employees performance evaluation a structured evaluation technique is adopted by the company which includes both quantitative and qualitative assessments. In addition to compensation package, a number of policies are formulated for welfare of employees in the form of incentive/ performance bonus, medical allowance, subsidized lunch, contributory provident fund and employee gratuity scheme. At end of 2010, the total human resource strengths were 105 against 81 in 2009. Retirement & Rotation of Directors: In Accordance with the Article of Association of the company, Mr. Mizanur Rahman, Abdul-Muyeed Chowdhury, Md. Aminur Rahman, Qazi Md. Shariful Ala, Azam J. Chowdhury shall retire from the Board at this Annual General Meeting and all of them are eligible for re-election. Proposal is put forward for their re-election. Appointment of Auditors: ACNABIN was the auditor of the company during the year under review. They will retire at this Annual General Meeting. Since they are eligible for re-appointment as the Auditor s of the company, the shareholders may give approval for appointment of the aforesaid auditor for carrying on responsibility until the next Annual General Meeting. Appreciation: The Directors would like to express their gratitude to the esteemed shareholder, valued clients, the Securities & Exchange Commission, the National Board of Revenue, the Registrar of Joint Stock Companies and firms, The Dhaka Stock Exchange and other regulatory bodies for their cooperation extended to the company during the year. The Directors also express their appreciation for the relentless and sincere effort of the management team and other staff members of the company without which it would not have been possible to achieve the excellent growth recorded by your company during the year. Thank you. On Behalf of Board of Directors Mohammad Mejbahuddin Chairman MJL Bangladesh Limited ANNUAL REPORT 2010 27 Managing Director’s Review of Business Environment No one would dispute the negative impact in the world economies from the recession starting from 2009. But the degree of severity varies from country to country. The impact on the lubricant and lubricant base stock market also differed in magnitude and duration. China, India, Indonesia, Vietnam and Bangladesh barely slowed down. On the other hand growing economies like Russia & Brazil went into recession but the contraction was milder in comparison with America and European Countries. Lubricants, therefore, remain one of the key drivers of growth in Asia and growing countries around the world. Bangladesh Economy Bangladesh remains largely unaffected from recession but lack of prudent management of macroeconomic and monetary policy led to large scale investment in unproductive sectors including stock market. Demand for consumer goods continued to rise in the backdrop of a weak supply chain & domestic production not proportionate to geometrical growth of demand for consumer goods. The rising inflation could not be contained despite efforts by regulators. Bangladesh economy made remarkable progress despite shortage of energy and resource constraints. The garments, textile, pharmaceuticals, ceramics & IT business remain resilient. The rise in export of garment & remittance from non-resident Bangladeshies significantly contributed in healthy balance of payment. However, Bangladesh will have to face challenges of ensuring energy security to help sustain the current level of GDP growth consistently. Contribution of MJL Bangladesh Limited MJL Bangladesh Limited is a key player to keep the engine of industrial growth running. Its contribution in automobile and industrial market is substantial. Industries operating in Bangladesh market differ from each other in terms of complexity and operation which demand application of premium grade lubricants. It produces more than I5O products. The company being a market leader remains the largest supplier of lubricant solution with efficient supply chain and inventory management. Product quality management is the top priority of the company. Lubricant Sales: Market Share 2010 2009 26% 29% 46% 51% 11% 13% 2% 2% 2% Mobil 6% 2% 2% 6% 2% Caltex Shell BP The market for lubricants is growing steadily, driven by an increase in demand Low-cost brands total for quality and branded products. Out Castrol of the Tk. 1,200 crore retail markets of lubricants in 2010, automobiles consumed nearly three-fourths, while the industrial sector, aviation, marine and irrigation used the rest. The lubricant market had a turnover of Tk. 1,000 crore in 2009 in terms of retail sales. The low-quality and low-cost products have come down to 46 percent from 53 percent of the total consumption in 2010. The yearly import of base oil of 11 local blenders are approximately 20,000 tons, while MJL alone imports about half of the total import. Apart from MJL, the size and blending capacity of the other blenders are smaller, ranging from 500 to 1,500 tons per year forcing the blenders to import base stock in expansive flexibags. MJL Bangladesh inaugurated its inline lube oil blending plant in 2003, where it blends and markets Mobil lubricants under license of Exxon Mobil Corporation, world s largest company. MJL is now exporting Mobil lubes to Nepal and Bhutan, the entry of Bangladesh lubricant in export market. Lubricant consumption is projected at a minimum 450 kilo barrels (1 kilo barrel= 1,000 barrels) for 2011, up by just 15 kilo barrels compared to that of 2010. The consumption was 425 kilo barrels in 2009. Mobil is by far the market leader with a 29 percent stake worth Tk. 600 crore, followed by BP with 13 percent, Total 6 percent, Shell 2 percent, Caltex 2 percent and Castrol 2 percent. The rest 46 percent by low-quality and low-cost brand operates. According to statistics, sales of major brand products have increased significantly in 2009-2010. In 2009, Mobil had a market share of 26 percent and BP was holding 11 percent. Engine oil, also known as motor oil, is a liquid product used for lubricating various types of internal combustion engines, such as automobile and industrial engines. It is also used in marine, agriculture, railway and locomotive engines of aircrafts. The key function of the oil is to lubricate and clean the moving parts of machines or engines to prevent corrosion and rust and keep the engines cool by carrying away the heat from the sliding parts. The private sector lubricant business in Bangladesh is just a decade old; until 2000, only the state-owned oil companies were allowed to import, blend and distribute lubricants in Bangladesh market. At that time, most lube oils, nearly 65 percent contained no additives. The government liberalized the market and banned non-additised lubricants in 2001, to ensure minimum standard. Since then, nearly 70 brands MJL Bangladesh Limited ANNUAL REPORT 2010 29 of lubricants, including renowned multinationals, have entered the market, half a dozen brands of which account for nearly 50 percent of the total business. The application of low quality engine oil has become a concern, as it can ruin an engine. Awareness campaigns have paid off as MJL Bangladesh Ltd. has been trying to sensitize the consumers for some years now. Expansion plan As part of its business expansion plan, the company has set up 3 projects namely Grease manufacturing plant, Transformer oil manufacturing plant and additive manufacturing facilities named Viscosity Improver Projects. These projects have come into operation. It has also taken initiative to set up a State of the art LPG terminal with storage & bottling facilities at Mongla to meet the growing demand of LPG in the market. Note of Appreciation I am not elaborating all areas of operation as they are adequately covered in the Annual Report. You are our source of success and I want you to take pride of being shareholders of this great company. I owe you thanks for the support and confidence reposed on us. I sincerely thank ACNABIN Chartered Accountants for carrying out the external audit professionally and advise us on various compliance issues relating to International Accounting Standards and Bangladesh Accounting Standards. In fine, I would like to express my deep gratitude to our regulators, Well-wishers and Stakeholders for their continuous support and guidance in our quest for excellence. The roll of our human resource is praise-worthy and truly in the core strength on the company. Their hard work makes MJL Bangladesh Limited different in the eyes of one and all. My sincere note of gratitude also goes out our distinguished Chairman and Honorable members of the Board of Directors for their continuous support in running the operations of the company and for their guidance, encouragement and empowerment to the management team without which 2010 result would not have been achieved. Azam J. Chowdhury Managing Director 30 MJL Bangladesh Limited ANNUAL REPORT 2010 Value Added Statement The value added statement provides a detailed account of total value addition and the distribution of the value created by the organization. MJLBL contributes positively to socio-economic development by empowering employees through the payment of salaries and allowance; by assisting the regulatory capacities through paying taxes and of course keeping in mind company s continuous expansion and growth. 2010 (Taka) 2009 % (Taka) Growth % % Value Addition Revenue 3,847,949,116 3,238,077,318 18.83% Cost of Revenue 2,860,997,697 2,361,867,291 21.13% Value Added Manufacturing 986,951,419 876,210,027 12.64% Operation Expenses Less Employees Remuneration & Depreciation 256,759,792 175,131,897 46.61% 730,191,627 701,078,130 4.15% Add: Other Income 82,004,579 73,139,054 12.12% Gross Value Added 812,196,207 100% 774,217,184 100% 4.91% Distribution of Value Addition Employees as Remuneration 98,601,664 12.14% 88,302,696 11.41% 11.66% Government as Income Tax 173,563,682 21.37% 312,258,123 40.33% -44.42% 31,693,544 3.90% 508,337,317 62.59% 812,196,207 100% Depreciation Value retained in Business Number of employees at the end of the year Value added per employee 30,404,576 3.93% 4.24% 343,251,789 44.34% 48.09% 774,217,184 4.91% 105 81 7,735,202 9,558,237 100% MJL Bangladesh Limited ANNUAL REPORT 2010 31 Distribution of products MJLBL has made main distribution agreement with Jamuna Oil Company Limited (JOCL), which is an oil marketing company of Bangladesh Petroleum Corporation (BPC). Under this agreement, MJLBL has been using the large infrastructural facilities of JOCL. JOCL has got a countrywide extensive network of 16 depots in addition to its main installation at Guptakhal in Chittagong, 431 Filling Stations, 852 Agents and 181 Packed Point Dealers. All sorts of industrial, automotive and aviation lubricants are supplied to JOCL s installation plant at Chittagong and subsequently JOCL distributes products throughout the country. Major state owned industries and power plants are supplied through JOCL. Other than JOCL, MJLBL has distributed its products through wholesalers and directly to the industrial buyers. Currently the company appointed 74 wholesalers to sell the products throughout the country except to the JOCL s customers. Moreover, MJLBL has supplied directly to more than 1000 industrial buyers. Own distribution infrastructure of MJLBL includes main warehouse in Chittagong, one warehouse in Dhaka and one warehouse in Bogra. Besides, two more warehouse are under construction in Chittagong and Dhaka. MJLBL s total distribution pie is evenly distributed i.e. each party (JOCL, wholesalers and industrial buyers) are getting about 30%-35% of total distribution. Sales are made against A/C Payee cheques for JOCL and against Demand Draft or Payment order for wholesalers and industrial buyers so there is no scope of irrecoverable debts. 32 MJL Bangladesh Limited ANNUAL REPORT 2010 Principal Products and Services MJLBL has a state-of-art Lube Oil Blending Plant (LOBP) in which a wide range of lubricants are produced and distributed across the country of Bangladesh since 2003. Different types and qualities of lubricants are made as per diversified demand in the lubricant market. MJLBL also import some finished products directly. The company has more than seventeen (17) types of product lines serving wide range of customers from different sectors of the country. A. Automotive Passenger Vehicle Lubricants: Two types of Automotive Passenger Vehicle Lubricants are marketed by MJLBL. Major Lubricants under this product line are as follows: Synthetic Oils: The world s leading Synthetic Engine Oils have unsurpassed engine protection with excellent resistance to High Temperatures, Low-Temperature performance, Cleaning properties, Low Fuel Consumption as well as greatly increase the engine overall life. The followings are the products of Synthetic Oils. − Mobil 1 5W-50 − Mobil 1 0W-40 Mineral Oils: High quality premium Mineral Engine Oils are designed to provide high level of performance and protection under severe operating conditions. They provide superior engine protection against harmful deposits, sludge & varnish, corrosion and have very good cleaning properties under a variety of driving conditions. The followings are the products of Mineral Oils. − Mobil Super 1000 20W-50 − Mobil Special 20W-50 − Mobil Super 2T − Mobil Super 4T 20W-50 − Mobil Outboard Plus − Omera Heavy Duty Extra series − Omera HD series B. Automotive Commercial Vehicle Lubricants: Heavy duty diesel engine oils are to meet all required specifications for Bus, Truck, Covered Van, Earth Moving Equipment, Diesel Generator, etc. Major lubricants under this product line are as follows: Synthetic oils: The world s most leading Synthetic Engine oils have unsurpassed engine protection, superior resistance to high temperatures, great Low-Temperature performance, excellent cleaning properties, low fuel consumption as well as increase the over all engine life for of all diesel engines. The name of the product under synthetic oil is as under: − Mobil Delvac 1 5W-40 Mineral Oils: The most advanced chemistry of Diesel Engine Oils provide outstanding performance both in most modern, demanding low-emission diesel engines and older diesel engines operating on low or high sulfur fuels. Lube oils blended with high performance base stocks and using progressive additive technology MJL Bangladesh Limited ANNUAL REPORT 2010 33 systems to provide superior control of oil thickening due to soot build-up and high temperatures as well as outstanding resistance to oxidation, corrosion, and high temperature deposits. The followings are the products under Mineral Oil category. − Mobil Delvac MX 15W-40 − Mobil Diesel Special 20W-50 − Mobil Delvac 1350 − Mobil Delvac 1340 − Mobil Delvac 1330 − Mobil Hydraulic 10W − Esso DIOL 13 RD 40 C. Automotive CNG Engine Oil The premium fleet engine oil formulated to provide reliable protection for passenger vehicles, trucks and buses using Compressed Natural Gas (CNG) or Liquefied Natural Gas (LNG). This engine oil is formulated from high quality base stocks and a balanced additive system under proprietary formulation. This advanced low ash formulation provides excellent oxidation, nitration, and thermal stability to minimize combustion chamber ash deposits and provide long oil drain interval. The name of the product under automotive CNG engine oil category. − Omera CNG Special 20W-50 D. Automotive Gear & Transmission Fluid Major Lubricants under this product line are: Synthetic oils: The Synthetic base oils composition enable excellent performance even in the severest of operating conditions. They offer outstanding gear shifting and power transfer performance. Synthetic oils have resistance against thermal breakdown at high operating temperatures, while still providing outstanding performance as they improve overall transmission durability and cleanliness. The followings are the products of synthetic Oil under automotive gear & transmission fluid category: − Mobil 1 Synthetic Gear − Mobil 1 Synthetic ATF Mineral Oils: These oils are formulated from high-quality base oils combined with special additive technology systems including VI improvers, anti-oxidants, and Anti-foam properties providing smooth and controlled friction/wear where extreme pressures and shock loadings are expected as well as increase the equipment life. The followings are the products of mineral Oil under automotive gear & transmission fluid category: − Mobil ATF 220 − Mobilube HD 80W-90 − Mobilube HD 85W-140 − Mobilube GX 80W-90 − Mobilube GX-140 E. Brake Oil The extra high performance hydraulic Brake Fluid for use in automotive disc, drum and anti-skid brake systems and clutch systems. The Potential Benefits of this product is Consistent and Safe Brake Performance under severe braking pressure, Rubber Seal compatibility Reduces leakage and loss of fluid to a minimum level. It provides excellent Corrosion Protection and extends life and reliability of brake system components. Major Lubricant under this product line is: − Mobil Brake Fluid Dot 4 34 MJL Bangladesh Limited ANNUAL REPORT 2010 F. Antifreeze/Coolant This product is suitable for cooling systems of different car, bus, truck etc. Mobil Concentrated antifreeze formulation is hard water compatible and can be mixed with tap water before filling into the cooling system. The potential benefit of this product is to help reduce scale deposits, corrosion in the engine. G. Industrial Gear and Circulating Oils Heavy-Duty Industrial Oils series are extra high performance gear oils, which are formulated from high quality Synthetic or Mineral base oils and advance extreme pressure additive technology. Major Lubricants under this product line are as follows: Synthetic oils: The Mobil Synthetic lubricants are recognized and appreciated around the world for their unique invention and outstanding performances. Advantages and Potential Benefits of these products areExtend equipment high temperature operating capability, Minimizes sludge and deposits for trouble-free operation and long filter life. Balanced additive combination provides excellent performance in terms of rust and corrosion prevention, demulsibility, foam control & air release performance ensuring smooth operation in a wide range of industrial applications and reduced over all operating costs. − Mobil Glygoyle 460 − Mobil Glygoyle 220 − Mobil SHC 626 − Mobil SHC 629 − Mobil SHC 630 − Mobil SHC 632 − Mobil SHC 634 − Mobil SHC 636 − Mobil SHC 639 Mineral Oils: The extra high performance mineral base gear oils having out-standing extreme pressure characteristics and load-carrying properties, intended for use in all types of enclosed gear drives with circulation or splash lubrication systems. The potential benefits of these products are enhanced gear wear protection from micro-pitting, reduced debris denting from generated wear particles, outstanding compatibility with a range of seal materials, excellent resistance to oil oxidation and thermal degradation as well as increase the equipment life. Major Lubricants under this product line are as follows: − Mobilgear 600 XP 68 − Mobilgear 600 XP 100 − Mobilgear 600 XP 150 − Mobilgear 600 XP 220 − Mobilgear 600 XP 320 − Mobilgear 600 XP 460 − Mobilgear 600 XP 680 − Mobil Vacuoline 148 H. Turbine & Circulating Oils Synthetic Oil: Mobil SHC 800 Series turbine oils are designed specifically to meet the needs of the most severe industrial gas turbine applications. The potential feature of these products under the series is outstanding high Thermal/Oxidative Stability and Deposit Control, very good resistance to foaming and good Air Release property, ensure long oil life as well as reduce maintenance cost. Major lubricants under this series are as follows: − Mobil SHC 800 Series MJL Bangladesh Limited ANNUAL REPORT 2010 35 Mineral Oils: Mobil DTE brands mineral-based oils have been the choice for turbine operators worldwide for more than one hundred years. These products meet or exceed most major turbine equipment builder specifications and industry specifications. These products also provide the ultimate flexibility to the operator because they can be used in all turbine types: steam, gas, geared, hydro-turbines. Major Lubricants under this product line are as follows: − Mobil DTE 800 series − Mobil DTE 700 series − Mobil DTE Oil Light − Mobil DTE Oil Medium − Mobil DTE Oil Heavy Medium − Mobil DTE Oil Heavy − Mobil vacuoline 500 series I. Hydraulic Oils Major Lubricants under this product line are: Marine Applications: These oils are constructed from selected base oils and a proprietary additive technology to provide well balanced performance in a wide range of applications. The products exhibit exceptional oxidation and thermal stability allowing long oil life and minimized deposit formation in severe hydraulic systems using high pressure, high output pumps with better demulsibility properties. The innovative ultra keep clean performance protects critical hydraulic system components from malfunction, such as tight tolerance servo and proportional valves in many modern hydraulic systems. − Mobil DTE 500 Series (Synthetic Oil) − Mobil DTE 10 Excel 32 − Mobil DTE 10 Excel 46 − Mobil DTE 10 Excel 68 − Mobil DTE 10 Excel 100 − Mobil DTE 10 Excel 150 Industrial Applications: These oils are formulated with high quality base oils and a super-stabilized additive technology that neutralizes the formation of corrosive materials. They are designed to work with systems operating under severe conditions where high levels of anti-wear and film strength protection are needed. − Mobil DTE 24 − Mobil DTE 25 − Mobil DTE 26 − Mobil DTE 27 − Mobil Nuto H 32 − Mobil Nuto H 46 − Mobil Nuto H 68 − Mobil Nuto H 100 − Mobil Nuto H 150 36 MJL Bangladesh Limited ANNUAL REPORT 2010 J. Textiles/Garments Machinery Oils These oils are premium performance products primarily designed for the lubrication of knitting & high speed spindles in textile machines. They are also used in some critical hydraulic, circulation systems and air line oilers where the appropriate viscosity grade is selected. They are formulated from high-quality, low viscosity base oils and additives that impart good resistance to oxidation and protection from rust and corrosion. Major Lubricants under this product line are as follows: − Mobil Velocite 3 − Mobil Velocite 6 − Mobil Velocite 10 − Mobil Velocite HP 24 K. Gas Engine Oils The next generation of Mobil Pegasus branded high performance gas engine oils are designed to provide today s high output, low-emission four-cycle gas engines with the highest levels of protection. The balanced formulation to provide outstanding anti-wear characteristics to protect heavily loaded valve train components, pistons, liners, bearings, and gear trains. Their detergent-dispersant system controls the formation of carbon and varnish deposits to minimize oil consumption and maintain engine cleanliness even during extended drain intervals. Mobil Pegasus oils can help users keep their engines running longer and cleaner with improved reliability. − Mobil Pegasus 1 (Synthetic Oil) − Mobil Pegasus 1005 − Mobil Pegasus 805 − Mobil Pegasus 710 L. Compressor Oils Major Lubricants under this product line are: Synthetic Oils: The Supreme performance oils primarily intended for the lubrication of severe duty rotary Screw and Vane & Reciprocating air compressors. These oils provide excellent wear protection and outstanding resistance to oxidation and thermal degradation, greatly superior to mineral oils. − Mobil Rarus SHC 1024 − Mobil Rarus SHC 1025 − Mobil Rarus SHC 1026 − Mobil SHC 600 Series − Mobil Rarus 825 − Mobil Rarus 827 − Mobil Rarus 829 Mineral Oils: The premium performance ash-less air & gas compressor lubricants designed to meet the stringent requirements of the major compressor manufacturers. They are formulated with high quality mineral base-oils and a high performance additive technology designed to provide exceptional equipment protection and reliability for compressors operating under mild to severe conditions. − Mobil Rarus 424 − Mobil Rarus 425 − Mobil Rarus 426 − Mobil Rarus 427 − Mobil Rarus 429 MJL Bangladesh Limited ANNUAL REPORT 2010 37 M. Refrigeration Compressor Oils The high performance Synthetic oil and Naphthenic base narrow-cut mineral oil primarily intended for use in refrigeration compressors. They have a low pour point and excellent fluidity at very low temperatures. Major Lubricants under this product line are: − Mobil Gargoyle Arctic 226E (Synthetic Oil) − Mobil EAL Arctic 32 − Mobil Gargoyle Arctic 300 − Mobil Gargoyle Arctic 155 N. Other Industrial Oils There are various types of other oils blended with high quality base oils & proprietary additive technology for intended use in various fields of machinery application; such as high temperature operated chain oil, electric Transformer Insulating oil, Thermic Fluids and Metal Cutting oil. Major Lubricants under this product line are as follows: − Mobil Synthetic Oven Lube 1090 (Synthetic Oil) − Mobil Pyrolube 830 (Synthetic Oil) − Transformer Oil − Mobiltherm 605 − Mobilcut 100 O. Marine Lubricants The premium, extra high performance high & medium TBN engine oils are designed for use in the most severe residual-fuelled medium-speed diesel applications found in marine and stationary power industries. These diesel engine oils have been specially formulated to provide outstanding residual fuel compatibility characteristics for excellent engine cleanliness, especially in crankcase, camshaft areas, piston ring belt and under piston crown. They provide excellent high temperature oxidation and thermal stability, low volatility, and high load carrying properties and corrosion protection. − Mobil Gard 412 − Mobilgard 312 − Mobilgard M 330 − Mobilgard M 340 − Mobil Gard M 430 − Mobil Gard M 440 − Mobilgard M 50 − Mobil Gard 570 − Mobilgard 300 − Mobil Sterntube Oil P. Greases Greases are called magician s lubricants and are in the form of semi solid or sold natures. Greases are used where the oil will fall out, amount of oil release needs to be controlled and equipment access is difficult. Major greases are as follows: 38 MJL Bangladesh Limited ANNUAL REPORT 2010 Synthetic oils: These greases are blended with selective Synthetic base oils and advanced additive technology under proprietary technology to sustain and perform the needed functions in equipment s operating under most severe conditions. These greases are used where operating temperature is very high. Major greases under the product lines are as follows: − Mobilith SHC 460 − Mobilith SHC 220 − Mobilith SHC 100 − Mobiltemp SHC 100 Minerals oils: These greases are formulated with high quality mineral base oils and selective additive technology to meet or exceed the required demand or specifications for most of the equipment manufactures. These greases are used in moderate to higher operating temperatures. − Mobilux EP 0 − Mobilux EP 1 − Mobilux EP 2 − Mobilux EP 3 − Mobilgrease XHP 222 − Mobil Unirex N 3 − Omera Grease MP − Omera Lith EP Series (EP 0, 1, 2, 3) − Omera Plex XHP 2 Q. Aviation Lubricants are the preferred brand for most of the leading aviation equipment manufacturers. MJL Bangladesh Ltd. is also marketing Mobil branded aviation high quality lubricants in Bangladesh. Aviation Lubricants offer nose-to-tail lubrication solutions that help make flying easier and safer. Major brands under this product line are as under: − Mobil Grease 28 − Mobil Jet Oil II MJL Bangladesh Limited ANNUAL REPORT 2010 39 Photo Album 1 2 3 4 5 1. Sponsorship in Golf Tournament 2. Training on usage of Lubricants 3. Mobil 1 Customer Relationship Program 4. Industrial Seminar 5. Lottery for Allotment of Shares 40 MJL Bangladesh Limited ANNUAL REPORT 2010 Lube Oil Blending Plant, Patenga, Chittagong MJL Bangladesh Limited ANNUAL REPORT 2010 41 Corporate Social Responsibility With businesses focusing on generating profits, sustainability was not a popular concern among companies up until recently. Now, in an era of globalization, multinational corporations (those that conduct business in more than one country) and local businesses are no longer able to conduct destructive and unethical practices, such as polluting the environment, without attracting negative feedback from the general public. With increased media attention, pressure from non-governmental organizations, and rapid global information sharing, there is a surging demand from civil society, consumers, governments, and others for corporations to conduct sustainable business practices. In addition, in order to attract and retain employees and customers, companies are beginning to realize the importance of being ethical while running their daily operations. The corporate response has often meant an adoption of a new consciousness and this has been known as Corporate Social Responsibility (CSR) since the 1970s. MJLBL is deeply conscious of its obligations to the Bangladeshi society and people and remains committed to their welfare within the possessions on hand to it, at any time. Event : Venue : 42 MJL Bangladesh Limited ANNUAL REPORT 2010 Organizing Health Clinic for the employees of Bangladesh Road Transport Corporation (BRTC) BRTC Bus Depot, Mirpur, Dhaka. Event : Organizing Relief Work for Flood Affected People Venue : Dhunot, Bogra. Statement on Directors’ Responsibility The Directors are responsible for preparing the annual report and financial statement in accordance with the Companies Act, 1994, Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS) as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), Securities and exchange Rules 1987 and the Listing Regulation of the DSE and CSE. The Companies Act requires the Directors to present the report along with the financial statements for each financial year in accordance with BFRS and BAS as adopted by the Institute of Chartered Accountants of Bangladesh and applicable laws and regulations. The financial statements are required by law and Bangladesh Accounting standards to present fairly the financial position and the performance of the company for the period and to comply with rules and regulations issued by Bangladesh bank, The Companies Act, 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations. In preparing financial statements, the Directors are required to: z select suitable accounting policies and then apply them consistently z make judgments and estimates that are reasonable an prudent z ensure that the financial statements have been prepared in accordance with Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS) as adopted by the Institute Of Chartered Accountants of Bangladesh z prepare the financial statements on going concern basis unless it is inappropriate to presume that the company will continue in business The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act, 1994 and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. To ensure this the Directors have taken proper and sufficient care in installing a system of internal control, which is reviewed, evaluated and updated on a regular basis. Under applicable laws and regulations, the Directors are responsible for preparing a directors report that comply with that laws and regulations. The Directors confirm that the annual report together with the Directors report and the financial statements have been prepared in compliance with the laws, rules and regulatory guidelines. Mohammad Mejbahuddin Chairman, Board of Directors MJL Bangladesh Limited ANNUAL REPORT 2010 43 Corporate Governance Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance. Corporate governance principle of MJL Bangladesh Limited ensures that Board remains informed, independent and involved in the affairs of the company as well as the ongoing efforts towards better corporate governance to mitigate non business risk. The Board of MJLBL consists of six Directors including two representatives from JOCL and four representatives from EC Securities Limited (ECSL). The Board members have sound exposures in the operation and technical aspect of the business, since they were involved in diversified services for long. The Board formulated strategic objective and policies for the company, provides leadership in implementing those objectives as well as supervises management of the company s affairs. Under the supervision of the Board, Managing Director looks after the overall operational activities as per the delegation of power and in accordance with the Memorandum and Articles of Association of the company. To enhance the speed of the corporate functions, MJLBL has formed an APQC (Affiliate Product Quality Committee) consisting all functional heads and headed by MD. The committee meets twice a year to evaluate the operational procedures of the company. Another committee formed by MJLBL which is called Management Committee which sits every month to see the overall activities of the company. Directors of MJL Bangladesh Limited possess the highest personal and professional ethics, integrity and values and are committed to representing the long term interests of the stakeholders. 44 MJL Bangladesh Limited ANNUAL REPORT 2010 Compliance Report on SEC’s Notification Status of Compliance with the conditions imposed by the Commission, Pursuant to the Notification no. SEC/CMRRCD/2006-158/Admin/02-08 dated 20 February 2006 issued under Section 2CC of the Securities Exchange Ordinance, 1969, detailed in Annexure I, II below: Annexure- I Condition No. 46 Compliance Status Title Complied 1.0 Board of Directors 1.1 Board s Size: Board members should not be less than 5 (Five) and more than 20 (Twenty) 1.2 (i) Independent Director: At least 1/10th 1.2 (ii) Appointment of Independent Director(s) by elected Directors 1.3 Individual Chairman of the Board , Chief Executive, clearly defined roles and responsibilities 1.4 Directors Report to the shareholders 1.4 (a) Report of Fairness of state of affairs, the results of operations, cash flows and changes in equity 9 1.4 (b) Maintenance of Proper Books of Accounts 9 1.4 (c) Consistency in application of appropriate accounts policies in preparation of Financial Statements 9 1.4 (d) IASs as applicable in Bangladesh, followed in FS preparation and any departure adequately closed 9 1.4 (e) Soundness of Internal Control System and effectively implemented and monitored 9 1.4 (f) No significant doubts upon its ability to continue as a going concern 9 1.4 (g) Significant Deviation from last year in Operating Results 9 1.4 (h) Key Operating and Financial Data in the last three preceding years 9 1.4 (i) If the Company not Declared Dividend 9 MJL Bangladesh Limited ANNUAL REPORT 2010 Not Complied Explanation for non-compliance with the condition 9 9 9 9 under review under review Condition No. Compliance Status Title Complied 1.4 (J) Number of Board Meeting held during the year and attendance by each Director 9 1.4 (k) Pattern of Shareholding 2.0 Chief Financial officer and Company Secretary 9 9 2.1 Appointment of CFO, Company Secretary and defining their respective roles, responsibilities and duties 9 2.2 Attendance of CFO and the Company secretary at Board of Directors meeting 9 3.0 Audit Committee 3.1 (i) Constitution of Committee 3.1 (ii) Constitution of Audit Committee with Board Members including one Independent Director 3.1 (iii) Filling of Casual Vacancy in Committee 3.2 (i) Chairman of the Committee 3.2 (ii) Professional qualification and experience of the Chairman of the Committee 3.3.1 (i) Not Complied Explanation for non-compliance with the condition 9 9 under review 9 9 9 under review Reporting on the activities of the Audit Committee to the Board 9 under review 3.3.1 (ii) (a) Reporting of Conflict of Interest to the Board of Directors 9 under review 3.3.1 (ii) (b) Reporting of any fraud or irregularity to the Board of Directors 9 under review 3.3.1 (ii) (c) Reporting of violation of laws to the Board of directors 9 under review 3.3.1 (ii) (d) Reporting of any other matter to the board of Directors 9 under review 3.3.2 Reporting of qualified point to Commission 9 under review 4.0 External/Statutory Auditors: 4.00 (i) Non-engagement in appraisal or valuation 9 4.00 (ii) Non-engagement in designing of Financial Information System 9 4.00 (iii) Non-engagement in Book- Keeping 4.00 (iv) Non-engagement in Broker-Dealer Service 9 9 under review under review under review MJL Bangladesh Limited ANNUAL REPORT 2010 47 Condition No. Compliance Status Title Complied 4.00 (v) Non-engagement in Actuarial Service 4.00 (vi) Non-engagement in Internal Audit 4.00 (vii) Non-engagement in any other Service Not Complied Explanation for non-compliance with the condition 9 9 9 Compliance of section 1.4 (j) Annexure- II Composition 48 Board Audit committee Meeting held Attended Meeting held Attended Mohammad Mejbahuddin 5 5 N/A N/A Abdul-Muyeed Chowdhury 5 5 N/A N/A Md. Aminur Rahman 5 5 N/A N/A Mizanur Rahman 5 5 N/A N/A Quazi Mohammad Shariful Ala 5 4 N/A N/A Azam J. Chowdhury 5 5 N/A N/A MJL Bangladesh Limited ANNUAL REPORT 2010 MJL Bangladesh Limited ANNUAL REPORT 2010 49 Auditors’ Report To the Shareholders of MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) We have audited the accompanying financial statements of MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) which comprise the statements of financial position as at 31 December 2010, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information for the year then ended. Management Responsibilities for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards where applicable, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) as at 31 December 2010, and its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards and comply with the Companies Act 1994, Securities and Exchange Rules 1987 and other applicable laws and regulations. 50 MJL Bangladesh Limited ANNUAL REPORT 2010 We also report that: (a) our examination and checking of records, relevant books of accounts, registers, schedules and financial statements were sufficient to enable us to form an informed and assessed opinion on the authenticity and accuracy of the financial statements; (b) we have obtained all the information, explanations and documents as required by us; (c) the company s management has followed relevant provisions of laws and rules in managing the affairs of the company. Proper books of accounts, records and other statutory books have been properly maintained; (d) the statement of financial position and comprehensive income are in agreement with the said books of account maintained by the company and examined by us; and (e) the expenditure incurred and payments made were for the purpose of the company s business for the year. Dhaka, 02 May 2011 ACNABIN Chartered Accountants MJL Bangladesh Limited ANNUAL REPORT 2010 51 MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) Statement of Financial Position As of 31 December 2010 Notes 31.12.2010 Taka 31.12.2009 Taka ASSETS Property, Plant and Equipments Intangible Assets Capital Work-in Progress Investments in Bonds and Shares Total Non-Current Assets 3 4 5 6 717,805,639 1,463,060 720,362,576 52,498,994 1,492,130,269 729,575,801 1,594,007 121,679,139 49,998,994 902,847,941 Inventories Receivables Advances, Deposits and Prepayments Advance Income Tax Investments Cash and Cash Equivalents Total Current Assets 7 8 9 1,039,932,037 177,520,128 141,367,895 354,548,118 640,664,148 1,243,231,372 3,597,263,697 911,608,552 93,710,391 60,091,133 266,030,100 434,877,311 122,557,525 1,888,875,013 5,089,393,965 2,791,722,953 12 13 14 1,403,200,000 1,219,200,000 628,727,970 3,251,127,970 1,403,200,000 120,390,653 1,523,590,653 15 110,380,242 110,380,242 110,851,587 110,851,587 16 17 18 19 20 1,110,559,290 88,845,836 25,966,104 400,560,911 101,953,611 1,727,885,753 1,838,265,995 5,089,393,965 712,147,858 9,714,632 79,920,039 271,525,881 83,972,303 1,157,280,713 1,268,132,300 2,791,722,953 23.17 10.86 10 11 Total Assets EQUITY AND LIABILITIES Equity Share Capital Share Money Deposits Retained Earnings Total Equity Liabilities Non-Current Liabilities Deferred Tax Liabilities Total Non-Current Liabilities Current Liabilities Short Term Loan Bank Overdraft Sundry Creditors Provision for Income Tax Other Liabilities Total Current Liabilities Total Liabilities Total Equity and Liabilities Net Asset Value (NAV) 26.1 The annexed notes form an integral part of the Statement of Financial Position. Chairman Managing Director Chief Financial Officer Company Secretary This is the Statement of Financial Position referred to in our separate report of even date. Dhaka 02 May 2011 52 MJL Bangladesh Limited ANNUAL REPORT 2010 ACNABIN Chartered Accountants MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) Statement of Comprehensive Income For the year ended 31 December 2010 Notes Manufacturing Unit 2010 Trading Unit Sales 21 1,861,327,660 Less: Cost of Goods Sold 22 Total 2009 Total 1,986,621,456 3,847,949,116 3,238,077,318 1,286,213,631 1,612,518,300 2,898,731,931 2,397,792,122 575,114,029 374,103,156 949,217,185 840,285,196 39,687,961 42,316,618 82,004,579 73,139,054 614,801,991 416,419,774 1,031,221,765 913,424,250 24 113,748,048 121,404,907 235,152,955 198,533,075 25 55,225,186 58,942,625 114,167,811 59,381,263 168,973,233 180,347,533 349,320,766 257,914,338 445,828,757 236,072,241 681,900,999 655,509,913 131,707,370 42,327,657 174,035,027 201,406,536 (471,345) - (471,345) 110,851,587 Gross Profit Add: Other Income 23 Less: Administrative and Selling Expenses Financial Charges Profit Before Tax Less: Provision for Income Tax: 2.9 Current Tax Deferred Tax 15 131,236,025 42,327,657 173,563,682 312,258,123 314,592,732 193,744,584 508,337,317 343,251,789 Other Comprehensive Income - - - - Total Comprehensive Income 314,592,732 193,744,584 508,337,317 343,251,789 3.62 2.45 Net Profit after Tax Earning Per Share (EPS) 26.2 The annexed notes form an integral part of the Statement of Comprehensive Income. Chairman Managing Director Chief Financial Officer Company Secretary This is the Statement of Financial Position referred to in our separate report of even date. Dhaka 02 May 2011 ACNABIN Chartered Accountants MJL Bangladesh Limited ANNUAL REPORT 2010 53 54 MJL Bangladesh Limited ANNUAL REPORT 2010 - Interim Dividend Declared for 2009 Dividend paid for the year 2008 1,403,200,000 Total Comprehensive Income for the year Balance as at 31 December 2010 - 1,403,200,000 Share Money Deposit Balance as at 01 January 2010 1,403,200,000 Balance as at 31 December 2009 Transfer to Reserve & Surplus - - (87,700,000) 1,052,400,000 87,700,000 Dividend - - - - - - - - (141,395,601) - - - - - 141,395,601 Tax Holiday Reserve - - 1,052,400,000 (1,052,400,000) - Stock Dividend Issued for 2009 - Dividend Declared for 2008 350,800,000 Balance as at 01 January 2009 Net Profit for the year Share Capital Particulars For the year ended 31 December 2010 Statement of Changes in Equity (Formerly Mobil Jamuna Lubricants Limited) MJL Bangladesh Limited - - - - - - - - - 1,219,200,000 - 1,219,200,000 Share Money Deposit 628,727,970 508,337,317 - 120,390,653 120,390,653 141,395,601 - - (1,052,400,000) (87,700,000) 343,251,789 775,843,262 Retained Earnings 3,251,127,970 508,337,317 1,219,200,000 1,523,590,653 1,523,590,653 - - (87,700,000) - - 343,251,789 1,268,038,864 Equity (Total) (Figures are in Taka) MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) Statement of Cash Flows For the year ended 31 December 2010 Notes 2010 Taka 2009 Taka 28 27 29 30 31 32 34 3,809,141,386 (91,359,598) (2,924,914,306) (357,340,147) (107,757,765) (133,518,018) 2,531,192 3,236,345,876 (97,940,716) (2,009,288,227) (264,893,220) (58,468,953) (268,179,491) 3,925,339 196,782,744 541,500,607 (598,683,437) 585,000 (111,361,441) - (205,786,837) (2,500,000) 53,326,172 (19,792,432) 320,122,689 (49,998,994) 106,188,343 (209,371,155) (772,851,534) 55,579,441 1,219,200,000 398,411,432 79,131,204 (87,700,000) (306,470,909) (3,842,599) (166,701,112) 1,696,742,637 (564,714,620) 1,120,673,846 122,557,525 32,365,429 90,192,096 1,243,231,372 122,557,525 1.40 3.90 A. Cash flows from Operating Activities: Cash received from Sales Payroll and other payments to employees Payment to Suppliers Payment for Admin & Selling Expenses Finance Expenses Paid Income Tax Paid Other Business Income Net cash flow from operating activities B. Cash flows from Investing Activities: Payment against Capital Work-in Progress Proceeds from sale of fixed assets Encashment of FDR & Mutual Fund/(Investment in FDR & Mutual Fund) Investments Financial Income received Acquisition of fixed assets 33 Net cash flow from investing activities C. Cash flows from Financing Activities: Share Money Deposits Dividend paid Short term loan Obligation under finance lease Bank Overdraft Net cash used in financing activities D. Net Cash (Deficit)/Surplus for the year (A+B+C) E. Cash & Cash equivalent at beginning of the year F. Cash & Cash equivalent at end of the year Net Operating Cash Flow Per Share (NOCFPS) 11 26.3 MJL Bangladesh Limited ANNUAL REPORT 2010 55 MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) Notes to the Financial Statements For the year ended 31 December 2010 1. Background of the company Mobil Jamuna Lubricants Limited was incorporated on 3 December 1998 as a private limited company. The company went into commercial operations on 20 May 1999. Trial production of the lube oil blending plant commenced on 9 May 2003. Commercial production commenced on 2 July 2003. During the period, the company was in the business of blending and marketing of lubricants and greases. The Company converted into Public Limited Company on 03 December 2009 and changed its name to MJL Bangladesh Limited (MJLBL). The address of the registered office of the company is Mobil House, CWS (C) 9, Gulshan-1, Dhaka-1212. MJLBL has offered its shares to the market through Initial Public Offering (IPO) of 40,000,000 ordinary shares of Tk.10.00 per share including a premium of Tk. 142.40 per share. The price of share has been determined via Book-Building method (as per Public Issue Rules - 2006). After due process, shares will be alloted to successful applicants/shareholders as per the following percentage: Segment No of Shares Eligible Institutional Investors 20% 8,000,000 Non-Resident Bangladeshis 10% 4,000,000 Mutual Funds 10% 4,000,000 General Public 60% 24,000,000 100% 40,000,000 Total 2. Percentage Significant Accounting Policies 2.1 Basis of Accounting The financial statements have been prepared in accordance with The International Financial Reporting Standards adopted in Bangladesh, Companies Act 1994, Securities & Exchange Rules 1987 and other related rules & regulations as applicable. 2.2 Reporting Period The financial period of the company covers year ended 01 January to 31 December 2010. 2.3 Revenue Recognition Revenue represents the invoice value of goods supplied to customers during the year. Revenue from sale of goods is recognized in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Sales are recognized when delivery certificate is raised against confirmed orders. Sales in these accounts are stated as per Net Realization Value. 56 MJL Bangladesh Limited ANNUAL REPORT 2010 2.4 Property, Plant & Equipment As per policy, assets purchased at unit value exceeding Tk.20,000 are capitalised. Depreciation is provided on straight line method and charged at normal rate (s) of 2% to 20% for additions from the month of acquisition. No depreciation is charged in the month of disposal or adjustment. No depreciation is charged for land and capital work in progress. 2.5 Intangible Assets Intangible asset is stated at cost less accumulated amortization using straight-line method. Intangible assets include cost of acquisition of ERP software named Lubes Enterprise Information system (LENISYS) purchased from Technovista as Local vendor. These are amortized over a period of fifteen years starting from the month of acquisition irrespective of its purchases date. 2.6 Inventories Inventories are valued in accordance with Bangladesh Accounting Standard-2: Inventories i.e. at cost or estimated net realizable value whichever is lower. The cost of inventories includes expenditure for acquiring the inventories and bringing them to their existing location and condition. Net realizable value is estimated upon selling price in the ordinary course of business less estimated cost of completion of considering the selling. When the inventories are used, the carrying amount of those inventories are recognized in the year in which the related revenue is recognized. 2.7 Capital Work in Progress Capital work in progress is reported on the basis of the report prepared by the construction company. 2.8 Foreign Currency Transaction Foreign currency transaction have been translated into BDT at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in the foreign currencies are translated at prevailing rates ruling at the financial position date. Non minority assets and liabilities denominated in foreign currencies, which are related at historical cost, are translated into Bangladesh Taka at the exchange date ruling at the date of transactions. Foreign exchange fluctuation gain/losses are charged to statement of comprehensive Income for the respective period. 2.9 Taxation Current Tax: Income Tax @ 37.5% is payable on net profit before tax. For trading business the company is assessed under the provision of section 82C of the Income Tax Ordinance 1984. According to this provision, all income taxes paid at source, under certain sections of the Ordinance, will be treated as final discharge of the income tax liability of the company. MJL Bangladesh Limited ANNUAL REPORT 2010 57 Deferred Tax: Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet method in accordance with the provision of BAS-12:Income Taxes. No deferred tax is calculated on trading unit as tax assessment is made under section 82(c) as final discharges. Tax rate prevailing at the balance sheet date is used to determine deferred income tax. 2.10 Allocation of common costs between trading and manufacturing units Common costs from 01 January 2010 to 31 December 2010 have been allocated between trading and manufacturing units on the basis of proportionate sales revenue. 2.11 Gratuity & Provident Fund The company introduced Gratuity and contributory Provident Fund Scheme from September 2009. 2.12 Leased Assets Lease transactions have been classified based on the extent to which risks and rewards incident to ownership of the assets lie with the lessor/lessee. According to this classification, all lease transactions have been identified as finance lease, as per IAS/BAS # 17: Leases. 2.13 Earning Per Share The company calculate Earning Per Share (EPS) in accordance with BAS-33: Earning Per Share, which has been shown at the bottom of the Statement of Comprehensive Income and the computation of EPS is stated in note # 24. Basic Earnings: This represents earnings for the year attributable to the ordinary shareholders. As there was no preference dividend, minority interest or extra ordinary items, the net profit for the year has been considered as fully attributable to ordinary shareholders. Basic earnings per share has been calculated by dividing the net profit or loss by the number of ordinary shares outstanding during the year. Computation of number of ordinary shares are required as number of shares outstanding has been changed during the year. The basic EPS for the year 2009 has been restated by the current Share Capital. Diluted Earnings Per Share: No diluted EPS is required to be calculated for the year as there was no scope for dilution during the year under audit. 2.14 Statement of Cash flows Statement of cash flows is prepared principally in accordance with BAS-7: Statement of Cash Flows and the cash flows from operating activities have been presented under direct method as per part III of securities & Exchange Rules 1987. 58 MJL Bangladesh Limited ANNUAL REPORT 2010 2.15 Event after Reporting date All material events occurring after the reporting date are considered and where necessary, adjusted for or disclosed. 2.16 Provisions A provision is recognized on the date of financial position if, as a result of past events, the company has a present legal obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. 2.17 General i. Figures have been rounded off to the nearest Taka. ii. Previous year s figures have been rearranged wherever considered necessary to conform to the current year s presentation. iii. The number of employees drawing Tk.3,000 or more per month during the year was 105. MJL Bangladesh Limited ANNUAL REPORT 2010 59 3. 31.12.2009 Taka Taka Property, Plant & Equipments A. Cost i) Own Assets Opening Balance Add: Addition during the year Add: Transferred/Adjustments during the year ii) Add: Addition during the year 209,371,155 945,226,121 913,698,187 (785,500) 11,735,500 944,440,621 925,433,687 - 11,735,500 11,735,500 Less: Transferred to fixed assets during the year - (11,735,500) Total Cost - - 944,440,621 925,433,687 195,857,887 158,491,610 31,249,836 30,273,630 227,107,723 188,765,240 (472,741) 7,092,646 226,634,982 195,857,886 Opening Balance - 7,092,646 Add: Charged during the year - - - 7,092,646 Less: Transferred during the year - 7,092,646 Total Leased Assets - - Total (B) 226,634,982 195,857,886 Written Down Value (A-B) 717,805,639 729,575,801 Accumulated Depreciation i) Own Assets Opening Balance Add: Charged during the year Add/Less: Transferred/(Disposal) Total Own Assets Leasehold Assets A Schedule of Property, Plant & Equipment is given in Annexure-A. MJL Bangladesh Limited ANNUAL REPORT 2010 19,792,433 - B. C. 704,327,032 - Total (A) ii) 925,433,688 Leased Assets Opening Balance 60 31.12.2010 4. 31.12.2010 31.12.2009 Taka Taka 1,963,228 1,963,228 - - 1,963,228 1,963,228 Opening Balance 369,221 238,274 Add: Charged during the year 130,947 130,947 Total Accumulated Depreciation (B) 500,168 369,221 1,463,060 1,594,007 Opening balance 121,679,139 10,317,698 Add: Addition during the year 598,683,437 111,361,441 720,362,576 121,679,139 49,998,994 49,998,994 2,500,000 - 52,498,994 49,998,994 49,998,994 49,998,994 2,500,000 - Raw materials (Note: 7.1) 217,058,566 198,729,400 Finished goods (Note: 7.2) 433,593,582 469,029,095 Goods in transit (Note: 7.3) 388,219,578 243,850,056 1,060,310 - 1,039,932,037 911,608,552 Intangible Assets A. Cost Opening Balance Add: Addition during the year Total Cost (A) B. Accumulated Depreciation i) Own Assets C. Written Down Value (A-B) A Schedule of Intangible Asset is given in Annexure-B. 5. Capital Work in Progress 5.1 Capital Work in Progress consists of acquisition of Land, preparation of Ware House in Dhaka, Chittagong, Tongi and also installation of Grease Plant in Chittagong. 6. Investments Investments in Bonds (Note : 6.1) Investments in Private placement of IPO shares (Note : 6.2) 6.1 Investments in Bonds Investments consist of ACI 20% Convertible Zero Coupon Bond 6.2 Private placement in IPO shares Investments consist of IPO Share of Westin Hotel 7. Inventories Work-in-Progress (Note: 7.4) MJL Bangladesh Limited ANNUAL REPORT 2010 61 7.1 Add: Purchase during the year Less: Consumption during the year Add: Purchase during the year Less: Consumption during the year Add: Addition during the year Less: Transferred during the year Add: Addition during the year Less: Transferred during the year 89,288,797 1,108,835,252 925,788,431 1,307,564,653 1,015,077,228 1,090,506,087 816,347,828 217,058,566 198,729,400 469,029,095 668,638,116 1,554,827,313 1,161,322,144 2,023,856,408 1,829,960,260 1,590,262,826 1,360,931,165 433,593,582 469,029,095 243,850,056 308,760,309 1,288,591,733 255,851,226 1,532,441,789 564,611,535 1,144,222,211 320,761,479 388,219,578 243,850,056 - - 1,060,310 - 1,060,310 - - - 1,060,310 - Receivable from Mobil Jamuna Fuels Limited (Note: 8.1) 37,274,211 23,538,261 Accrued Interest Receivable 58,129,381 32,567,165 Receivables (Note: 8.2) 56,768,937 28,275,131 Bank Guarantee Margin 25,347,599 9,329,834 177,520,128 93,710,391 Receivables 8.1 62 198,729,400 Work-in-Progress Opening balance 8. Taka Goods in transit Opening balance 7.4 Taka Finished goods Opening balance 7.3 31.12.2009 Raw materials Opening balance 7.2 31.12.2010 MJL Bangladesh Limited ANNUAL REPORT 2010 Mobil Jamuna Fuels Limited (MJFL) whose work station is currently at Mobil House. Sometimes, MJL Bangladesh Limited incurs expenses on behalf of MJFL and subsequently reimbursed by MJFL through current account named Receivable from Mobil Jamuna Fuels Limited. 8.2 "MJL Bangladesh Limited (MJLBL) exports finished lubricants to Nepal which comprise of lubricants for private & commercial vehicles and industrial lubricants. Once the importer places order of certain product, an invoice is generated for an agreed price and quantity and provided to importer for opening of Letter of Credit (L/C). Upon receipt of L/C, MJLBL then produces commercial invoice, packing list and EXP Forms for export of products. The export takes place upon legitimate assessment by Customs Authority . As per L/C terms the original shipping documents are required to be submitted to reach at importer s bank within 15 (fifteen) to 21 (twenty one) days of shipment of product. The L/Cs opened at importer s end are usually sight L/Cs and once clean document for shipment are accepted at importer s end through bank, the importer s bank releases funds as per terms and conditions endorsed within the L/C. The payment usually takes few days to reflect the account of MJLBL but once a certain quantity of product is launched for export, it is treated as Sale and reflects in Receivables portion the book of MJLBL. " 9. 31.12.2010 31.12.2009 Taka Taka 2,408,053 3,004,579 Advance to suppliers 23,562,455 22,159,502 Prepaid expenses 18,695,116 3,259,137 Security deposits 839,000 628,500 Advances, Deposits and Prepayments Advance to employees VAT rebate receivables 95,863,270 31,039,416 141,367,895 60,091,133 590,664,148 384,877,311 10. Investment Investments on Fixed Deposit (Note: 10.1) Investments on Mutual Funds (Note: 10.2) 50,000,000 50,000,000 640,664,148 434,877,311 24,000,000 66,646,186 Hongkong & Shanghai Banking Corportion Ltd. - 45,691,875 Dhaka Bank Limited - 122,070,500 43,051,951 39,173,750 Delta Brac Housing Limited 123,612,197 111,295,000 Union Capital Limited 300,000,000 - EC Securities Ltd. 100,000,000 - 590,664,148 384,877,311 10.1 Investments in Fixed Deposit Name of the Bank Prime Bank Limited IDLC Finance Limited MJL Bangladesh Limited ANNUAL REPORT 2010 63 31.12.2010 31.12.2009 Taka Taka 10.2 Investments in Mutual Fund Investments consist of Prime Bank 1st ICB AMCL Mutual Fund 50,000,000 50,000,000 10.3 Investments have been valued at Costs. Investments in Mutual funds are locked for six months which has expired on 06 March 2010. 11. Cash and Cash Equivalents Cash in hand Cash at bank (Note: 11.1) 298,187 16,718,429 1,242,933,185 105,839,096 1,243,231,372 122,557,525 11.1 Cash at bank Bank Name & A/c Type Hongkong & Shanghai Banking Corportion Ltd- CD - 23,588,191 Hongkong & Shanghai Banking Corportion Ltd- STD 386,772 8,278,845 Hongkong & Shanghai Banking Corportion Ltd- USD 8,307,580 4,377,927 Standard Chartered Bank-CD 1,498,357 - Standard Chartered Bank-STD 2,572,870 13,418,744 Standard Chartered Bank-USD 52,672 50,526 - 501,806 Commercual Bank of Ceylone PLC-STD 388,849 396,685 Dhaka Bank Limited-STD 179,981 177,060 Prime Bank Limited-CD 310,440 99,305 Trust Bank Limited-CD Premier Bank Limited-CD CITI Bank NA-CD CITI Bank NA-STD AB Bank Limited-CD Brac Bank Limited (Escrow) 12. 969,816 969,816 8,807,878 53,752,503 224,959 223,808 43,010 3,882 1,219,190,000 - 1,242,933,185 105,839,096 10,000,000,000 10,000,000,000 263,300,000 263,300,000 1,052,400,000 1,052,400,000 87,500,000 87,500,000 1,403,200,000 1,403,200,000 Share capital Authorised: 1,000,000,000 ordinary shares of Tk.10 each Issued, called and paid-up: 26,330,000 ordinary shares of Tk.10 each fully paid-up in cash 105,240,000 ordinary shares of Tk.10 each fully paid-up for Stock Dividend 8,750,000 ordinary shares of Tk.10 each fully paid-up for consideration other than cash 64 MJL Bangladesh Limited ANNUAL REPORT 2010 Details of shareholdings are as under: Name of the shareholder No. of share % of holding Amount Amount EC Securities Limited 105,220,000 74.985 1,052,200,000 1,052,200,000 35,080,000 25.000 350,800,000 350,800,000 Jamuna Oil Company Limited Parkesine Products Ltd. 4,000 0.003 40,000 40,000 Azam J. Chowdhury 4,000 0.003 40,000 40,000 Marina Yasmin Chowdhury 4,000 0.003 40,000 40,000 Tanjil Chowdhury 4,000 0.003 40,000 40,000 Dilruba Chowdhury 4,000 0.003 40,000 40,000 140,320,000 Slab wise number of shares No. of shareholders 100 1,403,200,000 1,403,200,000 No. of shares % of holding % of holding From 500 to 5,000 5 20,000 0.01 0.01 Above 1,000,000 2 140,300,000 99.99 99.99 7 140,320,000 100 100 13. Share Money Deposits The amount represents subscription from 231 Eligible Institutional Investors, who have subscribed in 20% of the offer i.e. 8,000,000 ordinary shares of Tk. 10.00 each under Book Building Method at a price of Tk. 152.40 per share, totalling to Tk. 1,219,200,000 14. 31.12.2010 31.12.2009 Taka Taka Retained Earnings Opening retained earnings 120,390,653 775,843,262 Add: Total Comprehensive Income after tax during the year 508,337,317 343,251,789 628,727,970 1,119,095,052 - 141,395,601 628,727,970 1,260,490,653 - 87,700,000 628,727,970 1,172,790,653 - 1,052,400,000 628,727,970 120,390,653 Add:Tax Holiday Reserve transferred (Note: 14.1) Less: Dividend paid Less: Transfer for declaration of Interim Stock dividend for the year 2009; (3 bonus shares for 1 existing share) MJL Bangladesh Limited ANNUAL REPORT 2010 65 31.12.2010 31.12.2009 Taka Taka 14.1 Tax holiday reserve Opening Balance - 141,395,601 Add: Current year's Retained Earnings - - - 141,395,601 - (141,395,601) - - Less: Transfer to Retained Earnings 14.2 Tax holiday reserve was created using appropriate rate of income as determined by the Income Tax Ordinance 1984 u/s 46A. The company has enjoyed tax holiday benefit for lube oil blending plant for five years commencing from 1 July 2003 which has expired on 30 June 2008 and subsequently the balance has been transferred to Retained Earnings. 31.12.2010 Taka 15. Deferred Tax Liabilities Carrying Amount Property Plant and Equipment-Own Temporary difference 113,039,949 295,966,335 731,530 343,863 387,666 (2,006,689) - (2,006,689) 407,731,125 113,383,813 294,347,312 Applicable Rate 37.5% Deferred Tax Liability/(Asset) as on 31 December 2010 110,380,242 Deferred Tax Liability/(Asset) as on 31 December 2010 110,380,242 Deferred Tax Liability/(Asset) as on 31 December 2009 110,851,587 Deferred Tax Income for the year ended 31 December 2010 66 Tax Base 409,006,284 Intangible Assets Gratuity Taxable/ (Deductable) Temporary Difference MJL Bangladesh Limited ANNUAL REPORT 2010 (471,345) 31.12.2009 Taka Taxable/ (Deductable) Temporary Difference Carrying Amount Tax Base 425,233,655 130,075,113 295,158,542 797,003 687,727 109,276 (1,178,708) - (1,178,708) 424,851,950 130,762,840 294,089,110 9,743,591 8,067,222 1,676,370 797,003 687,727 109,276 (270,524) - (270,524) 10,270,070 8,754,949 1,515,122 - Manufacturing unit Property Plant and Equipment Intangible Assets Gratuity Sub Total Trading Unit Property Plant and Equipment-Own Intangible Assets Gratuity Sub Total Total Temporary difference 295,604,232 Applicable Rate 37.50% Deferred Tax Liability/(Asset) as on 31 December 2009 Manufacturing unit 110,283,416 Trading Unit 568,171 Total 16. 110,851,587 31.12.2010 31.12.2009 Taka Taka Short term loan Loan Against Trust Receipt (LATR): The Hong Kong and Shanghai Banking Corporation Limited Standard Chartered Bank Citibank NA Commercial Bank of Ceylon Limited 277,341,706 83,419,474 13,103,405 174,182,310 120,853,292 57,588,159 421,623 - 411,720,026 315,189,943 Other facilities/Short Term Loan (STL) (revolving loan and post import financing): The Hong Kong and Shanghai Banking Corporation Limited 198,839,264 119,957,914 Standard Chartered Bank 200,000,000 - Citibank NA 300,000,000 277,000,000 698,839,264 396,957,914 1,110,559,290 712,147,858 MJL Bangladesh Limited ANNUAL REPORT 2010 67 The interest and security details of these facilities are as follows: Sl. Type of facility Interest rate (%) Nature of security * Promissory note and letter of continuation. * Registered first charge over stocks and book debts a. Loan against Trust Receipts 10-12 p.a. b. Other facilities (revolving loan and post import financing) 7.5-11 p.a. 17. on pari-passu basis. Standard Chartered Bank-CD Trust Bank Limited-CD CITI Bank NA-CD 485,587 - - 9,713,932 88,360,248 700 9,714,632 25,297,550 79,234,036 - 17,449 668,554 668,554 25,966,104 79,920,039 Opening Balance 271,525,884 244,313,967 Add: Provision during the year 174,035,027 201,406,536 445,560,911 445,720,503 45,000,000 174,194,622 400,560,911 271,525,881 Sundry Creditors Payable to Mobil Oil Australia Pty. Limited Provision for Income Tax Less: Payment/Adjustment during the year Other Liabilities Exxon Mobil Asia Pacific Pte. Limited-blending fees Payable 38,596,847 36,853,494 - 11,096,420 Tax payable-deduction from suppliers 3,504,251 58,843 VAT payable-deduction from suppliers 41,675 131,652 6,548,529 1,449,232 Payable to ECSL & Exxon Mobil Gratuity Payable Accrued Interest on LATR & STL 7,322,356 912,310 Salary Payable 17,630,380 - Accurals of operating expenses 27,523,493 33,470,352 786,081 - 101,953,611 83,972,303 Accrued Contract Labour 68 Taka - Payable to Exxon Mobil Oil Hong Kong Pte. Limited 20. Taka 88,845,836 Accounts payable 19. 31.12.2009 Bank Overdraft Hongkong & Shanghai Banking Corportion Ltd- CD 18. 31.12.2010 MJL Bangladesh Limited ANNUAL REPORT 2010 2010 21. Sales Lubricants Less: VAT Manufacturing Unit 2009 Trading Unit Total Total 2,143,326,721 2,260,009,954 4,403,336,675 3,708,966,174 281,999,061 273,388,498 555,387,559 470,888,856 1,861,327,660 1,986,621,456 3,847,949,116 3,238,077,318 0.40 Lubricants (Excluding VAT) Locally Blended Lubricants local sales 1,829,563,626 - 1,829,563,626 1,606,155,415 Imported Lubricants local Sales - 1,948,168,085 1,948,168,085 1,594,740,701 31,764,035 38,453,370 70,217,405 37,181,201 1,861,327,660 1,986,621,456 3,847,949,116 3,238,077,318 Export Sales of Lubricants 22. 31.12.2010 31.12.2009 Taka Taka Cost of Goods Sold Manufacturing Unit: Opening stock of raw material Add: Purchase Less: Closing stock of raw material Consumption 198,729,400 89,288,797 1,071,463,532 925,788,431 1,270,192,933 1,015,077,228 217,058,566 198,729,400 1,053,134,367 816,347,828 - 1,480,911 1,053,134,367 817,828,739 234,023,329 219,032,218 1,287,157,696 1,036,860,956 - - 1,287,157,696 1,036,860,956 Adjustments: Filling gain/( loss) Raw material used in production Overhead and operating expenses (Note: 22.1) Add: Opening stock of Work-in-Progress Less: Closing stock of Work-in-Progress Cost of goods manufactured Add: Opening stock of finished goods Locally blended lubes available for sale Less: Closing stock of finished goods 1,060,310 - 1,286,097,385 1,036,860,956 120,335,725 224,780,476 1,406,433,110 1,261,641,432 120,219,479 120,335,725 1,286,213,631 1,141,305,707 MJL Bangladesh Limited ANNUAL REPORT 2010 69 31.12.2010 31.12.2009 Taka Taka Trading unit: Opening stock 348,693,370 443,857,640 Add: Purchase 1,577,199,033 1,161,322,144 1,925,892,403 1,605,179,784 313,374,103 348,693,370 1,612,518,300 1,256,486,414 2,898,731,931 2,397,792,122 Less: Closing stock Consumption 22.1 Overhead and operating expenses The following figures are directly connected to production. Packaging materials 114,549,473 113,207,975 Blending fees 40,443,780 35,052,077 Depreciation 22,893,788 22,906,013 2,521,233 250,062 Factory expenses 18,458,915 20,430,155 Employee compensation (Note: 24.1) Consumable spares 13,581,562 12,748,294 Gratuity Expenses (Note: 24.1) 766,788 270,524 PF Employer's Contribution (Note: 24.1) 492,095 - Travelling expenses 936,527 724,748 60,803 11,084 Car rental Employee meal reimbursement 765,489 440,300 Daily refreshments 429,254 236,880 Training 116,582 357,387 Utilities 2,307,016 2,041,701 Postage 169,443 258,578 Printing and stationery 1,487,267 1,692,211 Maintenance and repairing expenses 4,920,379 3,686,836 8,064 - Jetty usage charges 480,000 500,960 Professional fee 101,161 - Contract labour 4,974,521 1,916,792 Insurance expenses 3,553,522 3,772,781 Periodical and magazine 4,967 7,772 Ad in Newspaper-Others 700 - - (1,480,911) 234,023,329 219,032,218 Govt Fees & Charges Filling (gain) / loss 70 MJL Bangladesh Limited ANNUAL REPORT 2010 2010 23. Other income Financial Income (Note : 23.1) Other Business Income (Note : 23.2) Manufacturing Unit 2009 Trading unit Total Total 38,159,844 40,728,543 78,888,387 69,213,715 1,528,118 1,588,074 3,116,192 3,925,339 39,687,961 42,316,618 82,004,579 73,139,054 23.1 Financial Income: Interest on deposit 33,625,017 35,888,458 69,513,475 69,213,715 Dividend Income Mutual Fund 2,418,597 2,581,403 5,000,000 - Investment IncomeZero Coupon Bond 2,116,230 2,258,682 4,374,912 - 38,159,844 40,728,543 78,888,387 69,213,715 23.2 Other Business Income: Gain/Loss on Sale of Asset 585,000 - 585,000 - - 620,500 620,500 1,193,600 Delivery charges 444,057 455,572 899,629 1,605,845 Testing fee 499,061 512,002 1,011,063 1,125,894 Sale of drums 1,528,118 1,588,074 3,116,192 3,925,339 24. Administrative and selling expenses Employee compensation (Note: 24.1) 37,030,026 39,522,673 76,552,699 73,071,897 Gratuity Expenses (Note: 24.1) 2,095,719 2,236,790 4,332,509 1,178,708 Provident Fund - Employer's Contribution (Note: 24.1) 1,391,182 1,484,828 2,876,010 1,033,273 Directors' Fees (Note: 24.2) 251,413 268,337 519,750 791,501 Traveling Expenses 7,867,405 8,396,993 16,264,399 10,773,693 Entertainment 1,282,706 1,369,050 2,651,756 1,871,860 Employee training and welfare 1,976,361 2,109,398 4,085,758 4,935,917 12,772,505 13,632,276 26,404,780 23,279,947 604,766 645,476 1,250,242 2,899,451 Telephone, cable and postage expenses 3,100,148 3,308,832 6,408,979 4,997,541 Membership/Subscription fees 2,202,731 2,351,006 4,553,737 973,274 472,260 504,050 976,310 3,908,375 Transportation, storage and handling Utilities Govt Fees & Charges MJL Bangladesh Limited ANNUAL REPORT 2010 71 2010 Manufacturing Unit Office supplies Office repairs and renovation Rent for property Sales Incentive expense Trading unit 2009 Total Total 4,026,499 4,297,539 8,324,038 8,408,492 10,895 11,629 22,524 - 4,783,555 5,105,556 9,889,111 8,493,128 844,066 900,884 1,744,950 7,350,483 Legal and professional fees 867,812 926,228 1,794,040 1,439,085 Audit fees 196,753 209,997 406,750 409,001 5,214,215 5,565,206 10,779,421 10,590,939 Insurance expenses 685,820 731,985 1,417,805 1,193,714 Advertisement and publications 20,983,849 22,396,360 43,380,209 22,290,385 554,191 591,496 1,145,687 1,062,614 Other contract services Land and city corporation tax Foreign exchange loss/(gain) 276,559 295,175 571,734 81,233 4,193,271 4,475,537 8,668,808 7,498,563 63,342 67,606 130,947 - 113,748,048 121,404,907 235,152,955 198,533,075 Depreciation Amortization- ERP SoftWare 24.1 31.12.2010 31.12.2009 Taka Taka Salaries & compensations Allocated To: Overhead and operating expenses Employees' compensation Contract Labor 14,840,445 13,018,818 4,974,521 1,916,792 19,814,966 14,935,610 Employee compensation 83,761,219 75,283,878 Contract Labor 10,779,421 10,590,939 Administrative and selling expenses Directors' Fees 24.2 Directors fees consists of fees for attending BOD meetings. 72 MJL Bangladesh Limited ANNUAL REPORT 2010 519,750 791,501 95,060,390 86,666,318 114,875,356 101,601,928 25. 31.12.2010 31.12.2009 Taka Taka Financial Charges Interest on short term loan 43,344,674 46,262,386 89,607,060 55,534,536 646,268 689,771 1,336,040 3,404,129 - - - 442,598 Bank charges Financing expense for capital lease IPO Expenses 11,234,244 11,990,468 23,224,711 - 55,225,186 58,942,625 114,167,811 59,381,263 3,251,127,970 1,523,590,653 140,320,000 35,080 23.17 43,431.89 26. Ratios: 26.1 Net Asset Value (NAV) Net Assets (Total Assets- Liabilities) Number of ordinary shares outstaning (Denominator) Net Asset Value (NAV) per share Restated: Net Assets (Total Assets- Liabilities) 1,523,590,653 Number of ordinary shares outstaning (Denominator) 140,320,000 Net Asset Value (NAV) per share 26.2 10.86 2010 2009 Taka Taka Earnings per share (EPS) Net profit after tax (Numerator) 508,337,317 343,251,789 Number of ordinary shares outstanding (Denominator) 140,320,000 35,080 3.62 9,784.83 Earnings per share (EPS) Restated: Net profit after tax (Numerator) 343,251,789 Number of ordinary shares outstanding (Denominator) 140,320,000 Earnings per share (EPS) 2.45 26.3 Net Operating Cash Flow Per Share (NOCFPS) Net Operating Cash Flows 196,782,744 547,548,393 Number of ordinary shares outstaning (Denominator) 140,320,000 35,080 1.40 15,608.56 Net Operating Cash Flows per share Restated: Net Assets (Total Assets-Intangible assets- Liabilities) 547,548,393 Number of ordinary shares outstaning (Denominator) 140,320,000 Net Asset Value (NAV) per share 3.90 MJL Bangladesh Limited ANNUAL REPORT 2010 73 27. 2010 2009 Taka Taka 14,840,445 13,018,818 Payroll and other payments to employees Payroll Cost of Goods Manufactured Employees' compensation Contract labour 4,974,521 1,916,792 19,814,966 14,935,610 83,761,219 73,071,897 Admin & selling Expenses Employees' compensation Directors' Fees Other contract services 519,750 791,501 10,779,421 10,590,939 95,060,390 84,454,337 114,875,356 99,389,947 5,099,297 1,449,231 Less: Gratuity Accrued Contract Labour 28. Add: Opening Receivables Less: Closing Receivables 91,359,598 97,940,716 3,847,949,116 3,238,077,318 28,275,131 26,543,690 3,876,224,248 3,264,621,008 67,082,862 28,275,131 3,809,141,386 3,236,345,876 117,746,524 132,826,719 2,664,708,602 2,178,759,904 2,782,455,126 2,311,586,624 68,108,877 119,195,756 2,714,346,249 2,192,390,868 911,608,552 1,066,687,222 1,802,737,697 1,125,703,646 1,039,932,037 911,608,552 2,842,669,734 2,037,312,198 62,528,752 90,552,722 2,762,179,775 1,930,529,710 144,773,324 62,528,752 2,924,914,306 2,009,288,227 Cash Paid to Suppliers for Raw Materials: Opening Balance of Creditors & Other Liabilities (Note: 29.2) Add: Expenses during the year (Note: 29.1) Less: Closing Sundry creditors and other liabilities (Note: 29.3) Less: Opening Inventory (Note: 7) Add: Closing Inventory (Note: 7) Less: Opening Accounts Receivable, Advances, deposits and prepayments (Note: 29.4) Add: Closing Accounts Receivable, Advances, deposits and prepayments (Note: 29.5) 74 1,449,231 Cash Received from Sales: Sales 29. 786,081 23,515,758 MJL Bangladesh Limited ANNUAL REPORT 2010 2010 2009 Taka Taka 29.1 Expenses during the year Cost of Goods Sold Less: Overhead and operating expense 2,898,731,931 2,397,792,122 234,023,329 219,032,218 2,664,708,602 2,178,759,904 68,920,111 30,964,594 668,554 668,554 17,449 17,449 69,606,115 31,650,597 29.2 Opening Balance of Accrual - Creditors & Other Liabilities Sundry creditors Accounts payable Payable to Mobil Oil Australia Pty Limited-Oil testing fees Payable to ExxonMobil Oil Hong Kong Pte. Limited Other liabilities ExxonMobil Asia Pacific Pte. Limited-blending fee 36,853,494 85,398,648 Payable to ECSL & Exxon Mobil 11,096,420 11,096,420 Tax payable-deduction from suppliers 58,843 4,590,202 VAT payable-deduction from suppliers 131,652 90,852 48,140,409 101,176,122 117,746,524 132,826,719 25,297,550 79,234,036 668,554 668,554 29.3 Closing Sundry creditors and other liabilities Sundry creditors Accounts payable Payable to Mobil Oil Australia Pty Limited-Oil testing fees Payable to ExxonMobil Oil Hong Kong Pte. Limited - 17,449 25,966,104 79,920,039 38,596,847 36,853,494 Other liabilities ExxonMobil Asia Pacific Pte. Limited-blending fee Payable to ECSL & Exxon Mobil - 11,096,420 Tax payable-deduction from suppliers 3,504,251 58,843 VAT payable-deduction from suppliers 41,675 131,652 42,142,773 48,140,409 68,108,877 128,060,448 MJL Bangladesh Limited ANNUAL REPORT 2010 75 2010 2009 Taka Taka 29.4 Opening Accounts Receivable, Advances, deposits and prepayments Accounts receivable Receivables 9,329,834 9,329,834 Advances, deposits and prepayments Advance to suppliers 22,159,502 8,552,881 VAT rebate receivable 31,039,416 81,999,842 53,198,918 90,552,722 62,528,752 90,552,722 25,347,599 9,329,834 25,347,599 9,329,834 23,562,455 22,159,502 29.5 Closing Accounts Receivable, Advances, deposits and prepayments Accounts Receivable Receivables Advances, deposits and prepayments Advance to suppliers VAT rebate receivable 30. 95,863,270 31,039,416 119,425,725 53,198,918 144,773,324 62,528,752 Opening Provision for operating expenses 33,470,352 4,418,346 Add: Expenses during the year (Note: 29.1) 322,607,384 289,219,999 356,077,737 293,638,345 27,523,493 33,470,352 328,554,244 260,167,992 30,430,477 25,705,249 298,123,767 234,462,744 59,216,380 30,430,476 357,340,147 264,893,220 Cash Paid for Admin & Selling Expenses Less: Closing provision for operating expenses Less: Opening Accounts Receivable, Advances, deposits and prepayments (Note: 29.2) Add: Closing Accounts Receivable, Advances, deposits and prepayments (Note: 29.3) 76 MJL Bangladesh Limited ANNUAL REPORT 2010 2010 2009 Taka Taka 30.1 Expenses during the year Total Expenses 469,176,284 419,046,204 Less: Depreciation 31,562,597 30,273,630 Less: Amortization 130,947 130,947 437,482,740 388,641,626 Less: Employees compensation 114,875,356 99,421,628 322,607,384 289,219,999 3,004,580 4,511,363 - 57,933 Prepaid expenses 3,259,137 5,551,024 Security deposits 628,500 969,510 30.2 Opening Accounts Receivable, Advances, deposits and prepayments Advance to employees Claim receivable-insurance Receivable from Mobil Jamuna Fuels Limited 23,538,261 14,615,418 30,430,477 25,705,249 2,408,053 3,004,579 - - Prepaid expenses 18,695,116 3,259,137 Security deposits 839,000 628,500 37,274,211 23,538,261 59,216,380 30,430,476 30.3 Closing Accounts Receivable, Advances, deposits and prepayments Advance to employees Claim receivable - insurance Receivable from Mobil Jamuna Fuels Limited 31. Finance Expenses Paid Opening Balance of Accrued Finance Charges Add: Expenses during the year Less: Closing Balance of Accrued Finance Charges 912,310 - 114,167,811 59,381,263 115,080,121 59,381,263 7,322,356 912,310 107,757,765 58,468,953 MJL Bangladesh Limited ANNUAL REPORT 2010 77 32. Taka 271,525,884 244,313,966 Add: Provision made during the year 174,035,027 201,406,536 445,560,911 445,720,502 400,560,911 271,525,881 45,000,000 174,194,621 266,030,100 172,045,231 (221,030,100) 2,149,391 354,548,118 266,030,100 133,518,018 268,179,491 Opening Balance of Accrued Interest Receivable 32,567,165 69,541,793 Add: Income during the year 78,888,387 69,213,715 111,455,552 138,755,508 Add: Closing Advance income tax Finance Income received Less: Closing Balance of Accrued Interest 58,129,381 32,567,165 53,326,172 106,188,343 - - 2,531,192 3,925,339 2,531,192 3,925,339 - - 2,531,192 3,925,339 Other Business Income Received Opening Balance of Other Business Income Add: Income during the year Less: Closing Balance of Other Business Income 35. Taka Opening Balance of of Corporate Tax Payable Less: Opening Advance income tax 34. 2009 Income Tax Paid Less: Closing Balance of Corporate Tax Payable 33. 2010 Related party disclosures i) Related party transactions During the year, the company carried out a number of transactions with related parties in the normal course of business and on an arms' length basis. The name of these related parties, nature of these transactions and their total value have been set out in accordance with the provisions of BAS 24: Related Party Disclosure. Nature of Relationship Transaction value (Taka) (Outstanding)/ Receivable balance on 30.12.2010 (Taka) Additive purchase Group company 115,766,761 - East Coast Trading (Pvt) Ltd. Additive purchase Group company 239,570,066 - Name of the party EC Distribution Ltd. 78 MJL Bangladesh Limited ANNUAL REPORT 2010 Nature of Transactions Name of the party Jamuna Oil Company Ltd. Nature of Transactions Sale of finished products Nature of Relationship Shareholder Transaction value (Taka) (Outstanding)/ Receivable balance on 30.12.2010 (Taka) 606,308,251 - Diessel Purchase Shareholder 5,023,980 - Mobil Jamuna Fuels Ltd. Payments borne by MJL Bangladesh Limited Group company 13,735,950 37,274,211 Parkesine Products Ltd. Supplying of Molds and Sub - Molds for Grease Plant Shareholder 17,886,376 - ii) Particulars of directors of MJL Bangladesh Limited as at 31 December 2010: Name BOD of MJL Bangladesh Limited Entities where they have interests Directorship/Sponsorship/Ownership with other companies Mr. Mohammad Chairman Mejbahuddin Jamuna Oil Company Ltd. Mobil Jamuna Fuels Limited Titas Gas Transmission & Distribution Company Ltd. Karnaphuli Fertilizer Co. Ltd. Bangladesh Gas Fields Co. Ltd. Bangladesh Petroleum Exploration & Production Co. Ltd. Mr. Azam J Chowdhury Managing Director "EC Securities Ltd. Prime Bank Ltd." Mr. Mizanur Rahman Director Jamuna Oil Company Ltd. Mobil Jamuna Fuels Limited Jamuna Oil Company Limited Mr. Abdul Muyeed Chowdhury Director EC Securities Ltd. Mobil Jamuna Fuels Limited Tiger Tours Limited BRAC BDMail Network Limited Pioneer Insurance Company Limited Mr. Md. Aminur Rahman Director EC Securities Ltd. Mobil Jamuna Fuels Limited East Coast Shipping Lines Ltd. East Coast Trading (Pvt.) Ltd. EC Distribution Ltd. Nordic Woods Limited Surma Oil Company Limited Bangladesh Trade Syndicate Ltd. The Consolidated Tea & Lands Co. (Bangladesh) Ltd. Mobil Jamuna Fuels Limited Greenways Industries (BD) Ltd. Clean Fuel Filling Station Ltd. EC Bulk Carriers Ltd. Baraoora (Sylhet) Tea Co. Ltd. Central Depository Bangladesh Ltd. MJL Bangladesh Limited ANNUAL REPORT 2010 79 Name Mr. Q. M. Shariful Ala 36. BOD of MJL Bangladesh Limited Entities where they have interests Directorship/Sponsorship/Ownership with other companies Director EC Securities Ltd. Delta BRAC Housing Finance Corp. Ltd. BRAC Bank Limited Mobil Jamuna Fuels Limited Capital Expenditure Commitment 37.1 As on 31 December 2010 MJL Bangladesh Limited has the following material commitments for capital expenditures: Figures are in Taka Particulars 3,246,382 Tongi Warehouse 213,838 Chittagong Warehouse Grease Plant 2,646,202 Base Oil Tank 5,593,978 11,700,399 Total 37. Other Commitments and Contingencies 37.1 37.1 Commitments As on 31 December 2010 the company had commitments of Tk.256.985 million in respect of outstanding letter of credit. 37.2 37.2 Contingencies As on 31 December 2010 the company had contingencies of Tk.44.982 million in respect of letter of bank guarantee. 38. 2009 Kilo Barrel in "000" Capacity Utilization Total Production Capacity in Kilo Barrel (159 Ltr.= Barrel) Capacity Utilised for the year Note: Licensed Capacity is not applicable for MJLBL 80 2010 Kilo Barrel in "000" MJL Bangladesh Limited ANNUAL REPORT 2010 150.00 150.00 44.35% 38.17% 39. Disclosure on Managerial Remuneration: 2010 Particulars 40. Managing Director 2009 Managers & others Total Managing Director 3,840,000 15,965,882 19,805,882 House Rent 480,000 3,412,600 3,892,600 480,000 2,925,723 3,405,723 Conveyance 240,000 1,680,450 1,920,450 240,000 1,161,723 1,401,723 Medical 720,000 3,679,400 4,399,400 720,000 3,071,723 3,791,723 Bonus/Incentives 2,880,000 12,008,700 14,888,700 2,560,000 Other Allowances 720,000 1,247,450 1,967,450 720,000 Total salaries and allowances 8,880,000 37,994,482 46,874,482 3,840,000 14,023,908 17,863,908 1,041,430 1,761,430 8,560,000 30,433,911 38,993,911 2010 2009 Kilo Barrel in "000" Kilo Barrel in "000" 1,075,506,087 816,347,828 Blending Fees in Foreign Currency Blending Fee 2010 BDT 40,443,780 2009 USD $ Beneficiary 566,785 Exxon Mobil Asia Pacific Pte. Limited, Singapore BDT USD $ 35,052,077 503,474 Beneficiary Exxon Mobil Asia Pacific Pte. Limited, Singapore 2010 2009 Taka Taka Gross Profit Ratio Gross profit (Numerator) Sales (Denominator) Earnings per share (EPS) 43. 8,209,404 10,769,404 Value of Import at CIF basis Particulars 42. Total Basic Salary Raw Materials 41. Managers & others 949,217,185 840,285,196 3,847,949,116 3,238,077,318 24.67% 25.95% 508,337,317 343,251,789 3,847,949,116 3,238,077,318 Net Profit Ratio Net profit after tax (Numerator) Sales (Denominator) Earnings per share (EPS) 13.21% 10.60% MJL Bangladesh Limited ANNUAL REPORT 2010 81 82 MJL Bangladesh Limited ANNUAL REPORT 2010 5,283,588 845,789 8,720,965 19,792,432 925,433,688 925,433,688 716,062,532 Total Own Assets Total as on 31 December 2010 Total as on 31 December 2009 209,371,155 19,792,432 2,454,438 5,801,640 8,128,540 3,812,250 1,080,411 32,037,358 Equipment Machinery Motor Vehicle Furniture 137,150 - 28,000 291,535 6,219,932 4,532,000 11,071,467 13,214,517 - 294,598,555 148,445,237 68,992,509 360,767,306 15,510,899 5,081,824 893,396,330 Balance as of 01.01.2010 Rate % 7,833,195 8,128,540 9,095,838 1,926,200 40,335,441 13,351,668 - - 925,433,688 (785,500) 944,440,621 2-8.33 4-20 4-10 10-20 6-7 294,598,555 148,473,237 2-8.33 69,706,927 4-20 366,987,239 4-10 19,257,399 10-20 5,081,824 6-7 904,105,180 Balance as of 31.12.2010 (785,500) 944,440,621 (422,883) (422,883) - - 422,883 (785,500) (362,617) Cost Adjustment/ Addition (Disposal) during the during the year year Building Trading unit Land Own assets Manufacturing unit Land Building Equipment Machinery Motor Vehicle Furniture Name of assets As of 31 December 2010 Schedule of Property, Plant & Equipments (Formerly Mobil Jamuna Lubricants Limited) MJL Bangladesh Limited 527,412 746,647 1,674,441 111,440 4,166,233 1,106,293 - 6,731,521 2,875,629 14,542,310 2,920,715 338,788 27,408,963 165,584,257 30,273,630 195,857,887 31,575,196 195,857,887 31,575,196 4,277,107 4,537,475 2,823,242 866,037 22,293,767 9,789,906 - 44,402,874 20,310,983 95,057,593 11,534,081 2,258,588 173,564,119 Balance as of 01.01.2010 4,479,160 5,284,121 4,497,683 977,477 26,134,640 10,896,198 - 51,134,395 23,511,972 109,587,303 13,669,296 2,597,376 200,500,342 Balance as of 31.12.2010 - 195,857,886 (798,100) 226,634,982 (798,100) 226,634,982 (325,359) (325,359) - - 325,359 (12,600) (785,500) (472,741) Depreciation Adjustment/ Charged (Disposal) during the during the year year 729,575,801 717,805,638 717,805,638 3,354,035 2,844,419 4,598,155 948,723 14,200,800 2,455,470 - 294,598,555 97,338,841 46,194,955 257,399,935 5,588,103 2,484,448 703,604,838 Written Down Value as of 31.12.2010 Annexure-A MJL Bangladesh Limited ANNUAL REPORT 2010 83 1,963,228 1,963,228 1,963,228 1,963,228 Total as on 31 December 2010 Total as on 31 December 2009 - - Addition Balance during as of 01.01.2010 the year Intangible Assets ERP Software Total Intangible Assets Name of assets As of 31 December 2010 Schedule of Intangible Assets (Formerly Mobil Jamuna Lubricants Limited) MJL Bangladesh Limited - - - Adjustment/ (Disposal) during the year Cost Rate % 1,963,228 1,963,228 1,963,228 6.67% 1,963,228 Balance as of 31.12.2010 238,274 369,221 369,221 369,221 Balance as of 01.01.2010 130,947 130,947 130,947 130,947 - - - 369,221 500,168 500,168 500,168 1,594,007 1,463,060 1,463,060 1,463,060 Amortization Written Adjustment/ Balance Charged Down (Disposal) as of during Value as of during the 31.12.2010 31.12.2010 the year year Annexure-B 84 MJL Bangladesh Limited ANNUAL REPORT 2010 Shareholders Note Shareholders Note MJL Bangladesh Limited Mobil House, CWS (C) 9, Gulshan-1,Dhaka-1212 Tel:+88(02) 8813597-8,8813661, Fax:+88(02) 9885269 Share Department: House 73, Block-K, Suhrawardy Avenue, Baridhara, Dhaka-1212. Attendance Slip I/We do hereby record my/our attendance at the 13th Annual General Meeting of the Company to be held on Wednesday, September 21, 2011 at 10:30 AM at Bangabandhu International Conference Centre, Agargaon, Dhaka. Name of the Member(s) .......................................................................................................................................................................... BD ID No. No. of shares being held .................................................... ................................................................................. Signature of the Shareholder(s)/Proxy Date. .......................................... Note: Shareholders attending the meeting in person or by proxy are requested to complete Attendance Slip and deposit the same at the entrance of the meeting hall. MJL Bangladesh Limited Mobil House, CWS (C) 9, Gulshan-1,Dhaka-1212 Tel:+88(02) 8813597-8,8813661, Fax:+88(02) 9885269 Share Department: House 73, Block-K, Suhrawardy Avenue, Baridhara, Dhaka-1212. Proxy Form I/We, ........................................................................................................................................................................................................................................... of ................................................................................................................................................................................................................................................. being a member of MJL Bangladesh Ltd., do hereby appoint Mr./Mrs./Ms. ................................................................................................... ...................................................................................................................................................................................................................................................... of.................................................................................................................................................................................................................................................. as my/our proxy to attend and vote in my/our behalf at the 13th Annual General Meeting of the company to be held on Wednesday, September 21, 2011 at 10:30 AM at Bangabandhu International Conference Centre, Agargaon, Dhaka and at any adjournment thereof. As witness my/our hand this ......................................... day of ......................................... 2011. -----------------------------(Signature of Proxy) Revenue Stamp of Tk.10.00 BO ID No. ---------------------------------(Signature of Shareholder) 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, not later II) Signature of the Member(s) must be in accordance with Specimen Signature recorded with the Company. than 48 hours before the time fixed for the meeting. ................................................................... (Authorized Signature) MJL Bangladesh Limited ...................................................... (Signature Verified) 90 MJL Bangladesh Limited ANNUAL REPORT 2010