Meghna Annual Report 2017-2018
Meghna Annual Report 2017-2018
2017-2018
ANNUAL REPORT
2017-2018
Your Satisfaction
is our achievement
PRODUCT FLOW DIAGRAM
CHILMARI
FATULLAH
EPOL DEPOT
BHAIRAB
MPL CHANDPUR
MPL RANGPUR
MPL
SREEMONGAL
PARBATIPUR
DAULATPUR NATORE
05 n¯ÍvšÍi cÎ
25 Transmittal Letter
CONTENTS 07
26
40Zg evwl©K mvaviY mfvi weÁwß
Notice of the 40th AGM
08 †Pqvig¨v‡bi e³e¨
31 Chairman’s Message
09-16 †kqvi‡nvìvi‡`i cÖwZ cwiPvjKgÛjxi cÖwZ‡e`b
32-39 Directors Report to the Shareholders
17-22 Av‡jvKwPÎ
23 †Kv¤úvwbi fwel¨r cwiKíbv
24 Membership of Bangladesh Association of
Publicly Listed Companies (BAPLC)
27 Board of Directors
28 Corporate Management
29 Company Profile
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24
Annual
2017-2018
2018
2018
25
Annual
2017-2018
40
Notice is hereby given that the 40th Annual General Meeting of the Company will be held on 29
Poush 1425, 12 January 2019, Saturday at 11:30 am at “City Hall Convention Center”, Agrabad
Access Road, Chattogram for the purpose of transacting the following business :
To confirm the minutes of the 39th Annual General Meeting held on 06 Magh 1424, 20 January 2018;
To receive and adopt the Report of the Directors and the Audited Accounts of the Company for
the year ended 30th June, 2018;
To approve the declaration of Dividend for the year ended 30th June 2018;
To re-elect Directors of the company in the vacancies caused by one-third Board of Directors
retirement as per Articles 140, 141, 142 & 143 of the Articles of Association of the Company;
To appoint Joint Auditors for the year 2018-2019 and fix their remuneration;
04 Poush, 1425
18 December, 2018
(Reza Md. Riazuddin)
1. 02 December, 2018 is the RECORD DATE. Shareholders 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 receive dividend approved.
2. The Board of Directors have recommended for Cash Dividend of Tk. 14.00 (i.e. 140%) per
10.00 Taka share for the year ended 30th June 2018 to be considered in the AGM.
3. A Member entitled to attend the Annual General Meeting may appoint a proxy to attend on
his/her behalf. In order to be effective, proxies duly signed and stamped (Tk. 20/-) must be
received at the Company’s Registered Office, 58 Agrabad C/A, Chattogram-4100 not later than
SEVENTY TWO HOURS before the meeting.
4. Entrance in the meeting room will be strictly maintained on producing the attendance slip.
5. Annual report, attendance slip and proxy form along with the notice are being sent to the
members by post or courier service. The Shareholder may also collect the annual report or proxy
form from the registered office of the company and may download those from the company’s
website (www.mpl.gov.bd).
No gift or benefit in cash or kind shall be paid to the shareholders in terms of
BSEC Notification No. SEC/SRMI/2000-953/1950 dated 24 October, 2000
for attending this AGM of the Company.
26
Annual
2017-2018
27
Annual
2017-2018
Md. Shahin Reza Khan Md. Tipu Sultan Md. Mafizur Rahman
Deputy General Manager (Dhaka) Deputy General Manager (HR) Deputy General Manager (A&F)
28
Annual
2017-2018
436
29
Annual
2017-2018
Chattogram-4100, Bangladesh.
Chattogram-4100.
Bogura Sadar
Bogura.
Chattogram
Chattogram
Chattogram
Chattogram.
M/s. Hoda Vasi Chowdhury & Co., Chartered Accountants, Delwar Bhaban (4th Floor), 104, Agrabad C/A, Chattogram.
30
Annual
2017-2018
Dear Shareholders,
I welcome you all on the occasion of 40th Annual General Meeting of Meghna Petroleum Limited. It gives me immense
pleasure to present before you the Company’s 40th Annual Report for the year 2017-2018. In this occasion I like to take
the opportunity to share you the achievement as well as highlight of the business performance of the Company.
With your support and trust, MPL has concluded the financial year 2017-2018. During the year Country’s total
consumption of petroleum products was 62.57 Lac Metric Ton which was 53.44 Lac Metric Ton in 2016-2017. Out of
that Company’s sale of petroleum products was 24.71 Lac M.Ton which was 20.78 Lac M. Ton in 2016-2017 i.e sale
increase 18.91% from Previous year. Market share of the Company in the industry (without Jet Fuel) was 39.39% which
is 1.36% higher compared to the previous year and Lubricants market share was 54.04% within three oil marketing
companies. In terms of market share and profit the Company’s position is top in the financial year 2017-2018.
During the year, the financial performance of MPL is excellent. The turnover of MPL increased in value by 17.01% of
Tk. 18085 crores in 2017-2018 which was 15457 crores in 2016-2017. The Company has earned profit before tax of Tk.
491.83 crores in the year 2017-2018 which was Tk. 313.08 crores in 2016-2017. Profit after tax increased to 360.41
crores in the year 2017-2018 from Tk. 219.48 crores in the year 2016-2017. This is mainly due to increase of sales
volume, operating & non-operating income and decrease of administrative, selling and distribution expenses.
We have completed significant development works during this year. The project with software firm M/s. Flora Limited
for design, develop, installation, testing and commissioning of integrated web based application software (ERP)
solution is carrying on smoothly. Company has another project of “Meghna Bhaban” a 19 (Nineteen) storied with 3
(Three) basement floor Head Office Building at 72, Agrabad Commercial Area, Chattogram. Inauguration of
construction work had been done on 04-11-2017. Now the construction works is continuing and hope that it will be
completed within 2 years. To expedite the business, MPL has taken initiative to set up a power plant at Company’s own
land Maheshwar Pasha, Khulna as a part of business divercification.
Having the right team is a key to success in our business. It is the commitment and dedication of our employees that has
helped MPL to achieve its goals. We would like to take this opportunity to thank each and every one of our employees
whose commitment, enthusiasm and hard work made 2017-2018 yet another successful year for the company.
MPL has a glorious history in meeting the petroleum demand of the country. We have a responsibility to cater to the
national demand. We are focusing on making MPL financially safe and secure by making effective future plan and
balancing the business portfolio to ensure the company from any future detrimental impact.
Returns to shareholders is always a key priority for the Board and the management team. You will be delighted to know
that the Board of Directors has recommended high rate of dividend i.e. 140% cash dividend for the year 2017-2018
which 110% in 2016-2017.
Thank You,
31
Annual
2017-2018
32
Annual
2017-2018
18.91% in volume, sales value resulted in increase of 17.01%. It may be mentioned that during the financial
year 2017-2018 country’s overall demand of petroleum products was 62.57 Lac M Tons (without Jet Fuel)
which was 53.44 Lac M Tons in 2016-2017.
Market share of the company was 39.39% in Fuel, LPG & Bitumen and 54.04% in Lubricants (among the 3
oil marketing companies). During the said period, company sold 10668 Metric Tons of Lubricating oils
which was 9543 Metric Tons in previous year. Sales of Lubricants showed an increase of 1125 Metric Tons
in comparison with previous year. In terms of profit and market share the Company’s position is top during
the reporting year.
Operating Cost :
Total operational expenses stood at taka 12378.94 Lac as against taka 13978.42 Lac in the previous year.
There has been an decrease in Administrative, Selling and Distribution expenses by taka 1795.79 Lac as
against the previous year. Working/operational gain in the previous year was taka 894.50 Lac and in the
reporting year it stood at taka 1051.60 Lac. Working/Operational gain has been increased by taka 157.10
Lac as compared to previous year.
Proposed Dividend :
I am glad to declare that considering the interest of shareholders, Company’s performance of current year,
the Board of Directors of the Company at its board meeting held on 07 November, 2018 has proposed to
pay cash dividend of taka 14.00 (Taka Fourteen) per 10 (Ten) taka share (140%). Board has proposed to pay
the dividend on the basis of paid up capital of Tk. 10821.61 Lac on the record date of 02 December 2018
taka 15150.25 lac @ 140% of total amount of paid up capital of taka 10821.61 Lac will be payable as
dividend subject to approval of the shareholders in this Annual General Meeting.
Contribution to National Exchequer :
During the said year the company has contributed taka 30999 Lac to the National Exchequer in the form of
VAT, Customs Duty, Income Tax, River Dues, Dividend (BPC) and others as against Taka 22839 Lac in the
previous year.
Debt – Equity :
Long term borrowing represent fund from Government of Bangladesh (GOB) for the construction of 02
(Two) nos. 10,000 M. Ton capacity HSD Storage Tank at Main Installation, Chattogram. Total project value
is Tk. 1456.96 Lac out of which Meghna Petroleum Limited pays 15% and GOB pays 85%. GOB is
providing the 60% of the fund as loan at the rate of 5% interest and balance 40% as equity. The loan has
been repayable in 20 years with a grace period of 5 years. Equity portion will be converted to share capital
subject to approval of relevant regulatory authorities. The equity portion of Tk. 495.37 Lac is shown under
share money deposit account.
During the year, the company has a deferred liability of taka 706.51 Lac being provision for Employees
Gratuity out of the capital employed of Taka 124718.16 Lac.
Return on Capital Employed :
Company’s Return on capital employed is 39.44% as against 29.98% in the previous year resulting in an
increase of 31.55%.
Debtors and Creditors:
Debtors/Accounts receivable balances as on 30th June 2018 were Taka 399387.71 Lac as against Taka
340790.48 Lac on 30th June 2017. Debtors/Accounts receivable balances were due from BPC, Government
& Semi-Government Organizations. Creditors’ balances on 30th June 2018 were taka 869913.75 Lac out of
which taka 220956.38 Lac was due to BPC against product cost which have already been paid in the
following months. Creditors balance was taka 671530.96 Lac as on 30th June 2017. Stock as on 30th June,
2018 was Taka 138181.03 Lac and Cash & Bank balances were taka 438163.81 Lac. Therefore, Company’s
liabilities are fully covered by sufficient stock, Cash & Bank balances and debtor/receivable balances.
33
Annual
2017-2018
A) Authorized Capital:
40,00,00,000 equity Shares of taka 10- each 400,00,00,000
B) Issued, Subscribed and Paid –up Capital:
i) 3 Ordinary shares of taka 10/-each fully paid –up in cash 30
ii) 50,00,000 Ordinary shares of taka 10/- each issued for
consideration other than cash 5,00,00,000
iii) 54,50,002 Ordinary shares of taka 10/- each issued as bonus share 5,45,00,020
iv) 2,95,49,995 Ordinary shares of taka 10/- each issued bonus share 29,54,99,950
v) 40,00,000 Ordinary shares of taka 10/- each issued as bonus share 4,00,00,000
vi) 22,00,000 Ordinary shares of taka 10/- each issued as bonus share 2,20,00,000
vii) 23,10,000 Ordinary shares of taka 10/-each issued as bonus share 2,31,00,000
viii) 1,45,53,000 Ordinary shares of taka 10/- each issued as bonus share 14,55,30,000
ix) 1,89,18,900 Ordinary share of taka 10/- each issued as bonus share 18,91,89,000
x) 1,63,96,380 Ordinary shares of taka 10/- each issued as bonus share 16,39,63,800
xi) 98,37,828 Ordinary shares of taka 10/- each issued as bonus share 9,83,78,280
Total : 10,82,16,108 Shares 108,21,61,080
Reserve Fund :
During the year, transfer of Tk. 21000 Lac has been proposed to General Reserve Fund from Profit &
Loss Appropriation Account. As a result, total General Reserve stands to Tk. 96050 Lac as on 30 June,
2018.
The reason of transfer of amount to reserve fund is to meet the increasing demand of petroleum products
in the country, the company has taken steps to construct 19 storied building at plot no. 72 Agrabad C/A,
Chattogram and 40 storied building 131,132 & 133 Motijheel C/A Dhaka, new storage tanks for Products,
Lube Blending Plant & other related construction works at Main Installation, Chattogram and other up
country depots.
The Shareholders equity /funds as on 30th June 2018 was taka 122496.08 Lac which was taka 98358.84
Lac on 30th June 2017 during the year shareholders fund increased by taka 24137.24 Lac. There is no
outside financing which points to a risk free capital structure.
34
Annual
2017-2018
8.03 : The company has been showing Tk. 8.03 : A system of borrowing as well as issuing of
3,17,19,810 in stock (with corresponding products on loan to various BPC units (here-in
provision of Tk. 2,59,81,162 for possible after Oil Exchange) pending since long. After
recoverability) being the net value of products initiative of BPC the reconciliation between BPC and
at current price given on loan to other units of other subsidiary companies have been completed
BPC which is outstanding since 2003 upto June 2017. MPL already provided for in the
although the possibility of its recovery is very accounts an amount of Taka 2,59,81,162 as against
bleak. receivable of Taka 3,17,19,810. Management of the
Company tried to reconcile with all the Units by the
guidance of BPC for finalization of unadjusted
quantity of products. It is to be mentioned here that
BPC has taken steps for upto date of reconciliation
between BPC & inter company transaction with the
help of appointing the Chartered Accountants firm
and reconciliation has already been completed as of
June 2017 and reconciliation is continuing 30 June
2018. So we hope the issue will be resolved and
proper adjustment to be shown in 2018-2019
Company’s financial statements.
Audit Committee :
The Audit Committee conducted five meeting to scrutinize Annual Financial Accounts and Statement for
the year ended 30 June, 2018. 1st Quarter accounts ended 30 September 2017, Half Yearly account for the
period ended 31 December, 2017, third Quarter Report for the period ended 31 March, 2018 and Revised
Budget 2017-2018 & Proposed Budget 2018-2019. The purpose of the Audit Committee is to ensure and
to improve the adequacy of internal control system and provides the update information to the Board of
Directors. The committee is empowered to examine the matter relating to the financial and other affairs of
the Company.
Business Development :
MPL has 806 nos. Filling Stations, 180 Nos. Packed Point Dealers, 902 Nos. Agents, 1249 Nos. LPG
dealers and 13 Nos. Consumers Outlets. They are playing vital role for the development of our market.
Company has established business relationship with some direct customers/ industries/power plants.
Company has also supplied POL product through floating pump to the river transports. We have taken
initiative to extend supply of fuel to the related projects. Supplies of Lube oil to the power stations in
our country are continuing through LUKOIL brand. The company is supplying bunker to Bangladesh
Shipping Corporation International Vessels and trying to supply foreign and foreign going vessels to
earn more profit.
35
Annual
2017-2018
36
Annual
2017-2018
Appointment of Auditors:
Company’s external Joint Auditors M/S. Hoda Vasi Chowdhury & Co., Chartered Accountants and M/S.
Hussain Farhad & Co., Chartered Accountants have retired at this Annual General Meeting. As per
directives of Bangladesh Securities and Exchange Commission, the existing auditor M/S. Hoda Vasi
Chowdhury & Co., Chartered Accountants will not be eligible for re-appointment since they have
completed the tenure of 3 (three) consecutive years as auditor of the company. But M/S. Hussain Farhad
& Co., Chartered Accountants is eligible as the auditor of the Company for the year 2018-2019 as they
have completed the tenure of 2 (two) consecutive years as auditor of the company. Company Board and
BPC have nominated M/S. Hussain Farhad & Co., Chartered Accountants and M/s. Rahman Mostafa
Alam & Co., Chartered Accountants and Company Board recommended to place before it to AGM for
final approval of them as Joint Auditors for the year 2018-2019. The Board of Directors has recommended
audit fee of Tk 1,80,000 (In place of Tk. 1,60,000) equally devisable between two firms.
37
Annual
2017-2018
As per directives of Bangladesh Securities and Exchange Commission regarding Corporate Governance
Code, Section 129 of Articles of Association of the Company to be revised to increase number of
Independent Directors to 02 (Two) nos and maximum number of directors to 10 (Ten) Nos. Proposal is
put forward for appointment of one Independent Director at 8th Extra Ordinary General Meeting.
Corporate Governance :
The company is determined to ensure good governance abiding by all applicable rules and regulations and
to discharge its obligation to the valued shareholders, customers as well as the society. MPL has taken
necessary steps to maintain standard corporate management. As the Company is enlisted with the Dhaka
Stock Exchange Limited and the Chattogram Stock Exchange Limited, the rules, regulations and
guidelines of the Bangladesh Securities and Exchange Commission have been followed and disclosed in
this report as Annexure-3 in respect of financial statements and Compliance Report as per the BSEC
Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07-08-2012.
Company has another project of “Meghna Bhaban” a 19 (Nineteen) storied with 3 (Three) basement floor
Head Office Building at 72, Agrabad Commercial Area, Chittagong. Inauguration of construction work
had been done on 04-11-2017. Now the construction works is continuing and hope that it will be
completed within 2 years.
Company has taken a decision to set up a power plant in company’s own land at Maheshwar Pasha,
Khulna as a part of business divercification.
Company has a plot of 22.50 kathas land at 131, 132 & 133 Motijheel Commercial Area, Dhaka. To
ensure the best utilization of the land, Consultant for preparing Feasibility Study Report has been
appointed. But mutation of the land has not yet been completed. Hope the mutation work will be
completed within quickest possible time.
38
Annual
2017-2018
The Directors also acknowledge the contribution made by the large number of dealers, agents and
distributors spread all over the country towards improving the service to our valued customers and users
as well as for the overall performance of the company.
The employees of the company have continued to display their total commitment towards the pursuit of
excellence. Your Directors take this opportunity to place on record their appreciation for the valuable
contribution made by the employees and look forward to their services with zeal and dedications in the
years ahead to enable the company to scale even greater heights.
Directors are thankful to the shareholders for their faith and continued support in endeavors of the
company.
39
Annual
2017-2018
2017-2018 2016-2017
1846010.32 1569621.58
(1762902.38) (1508371.18)
83107.94 100.00 61250.40 100.00
2017-2018
2016-2017
38,110.81
40,000.00
35,000.00
30,000.00
23,831.87
25,000.00 22,110.04
20,000.00 15,855.00
15,150.26
15,000.00 11,903.77
9,659.76
10,000.00 7,736.83
5,000.00
0.00
Depreciation,
Amortization
& Retained
Earnings
40
Annual
2017-2018
41
Annual
2017-2018
4 4 4
18 18 18
806 735 699
180 156 156
902 876 876
1249 1253 1253
42
Annual
2017-2018
As per section 1.5(x) & 1.5(xxii) of Corporat Governance Code the number of Board Meetings, the
attendance of Directors and their remuneration paid during the year 2017-2018 were as follows:
Remuneration
Paid (Tk)
Independent
Mr. A K M Jashim Uddin 22 10 92,000/-
Director
Ex-Independent
22 01 8,050/-
Director
22 20 1,73,650/-
22 19 1,64,450/-
43
Annual
2017-2018
ANNEXURE-3
Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/CMR-
RCD/2006-158/207/Admin/80 dated 3 June 2018 issued under section 2CC of the Securities and Exchange
Ordinance, 1969:
Compliance Status
Condition Remarks
Title Not
No. Complied Complied (if any)
1. Board of Director
Size of the Board of Directors :
1.1
Board size : members should not be less than 5 (five) and more than 20 (twenty)
1.2 Independent Director :
1.2(a) At least one-fifth (1/5) of the total number of directors in the company’s Board;
Not hold any share in the company or holds less than one percent (1%) shares of the
1.2(b)(i)
total paid-up shares of the company;
Not a sponsor of the company or is not connected with the company’s any sponsor or director
or nominated director or shareholder of the company or any of its associates, sister
1.2(b)(ii) concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more
shares of the total paid-up shares of the company on the basis of family relationship and
his or her family members also shall not hold above mentioned shares in the company
1.2(b)(iii) Not been an executive of the company in immediately preceding 2 (two) financial years;
Not have any other relationship, whether pecuniary or otherwise, with the company or its
1.2(b)(iv)
subsidiary or associated companies;
Not a member or TREC (Trading Right Entitlement Certificate) holder, director or officer of
1.2(b)(v)
any stock exchange;
Not a shareholder, director excepting independent director or officer of any member or
1.2(b)(vi)
TREC holder of stock exchange or an intermediary of the capital market;
Not a partner or an executive or was not a partner or an executive during the preceding
3 (three) years of the concerned company’s statutory audit firm or audit firm engaged in
1.2(b)(vii)
internal audit services or audit firm conducting special audit or professional certifying
compliance of this Code;
1.2(b)(viii) Who is not independent director in more than 5 (five) listed companies;
Who has not been convicted by a court of competent jurisdiction as a defaulter in payment of
1.2(b)(ix)
any loan or any advance to a bank or a Non-Bank Financial Institution (NBFI);
1.2(b)(x) Who has not been convicted for a criminal offence involving moral turpitude;
The independent director(s) shall be appointed by the Board and approved by the shareholders
1.2(c)
in the Annual General Meeting (AGM);
1.2(d) The post of independent director(s) cannot remain vacant for more than 90 (Ninety) days;
The tenure of office of an independent director shall be for a period of 3 (three)
1.2(e)
years, which may be extended for 1 (one) tenure only:
1.3 Qualification of Independent Director :
Independent director shall be a knowledgeable individual with integrity who is able to ensure
1.3(a) compliance with financial laws, regulatory requirements and corporate laws and can make
meaningful contribution to the business;
Who is or was a promoter or director of an unlisted company having minimum paid-up
1.3(b)(i) capital of Tk. 100.00 million or any listed company or a member of any national or
international chamber of commerce or business association; or
Who is or was a top level executive not lower than Chief Executive Officer or Managing
Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or
1.3(b)(ii) Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal
Service or a candidate with equivalent position of an unlisted company having minimum
paid up capital of Tk. 100.00 million or of a listed company; or
Former official of government or statutory or autonomous or regulatory body in the position
1.3(b)(iii) not below 5th Grade of the national pay scale, who has at least educational
background of bachelor degree in economics or commerce or business or law; or
University Teacher who has educational background in Economics or Commerce or Business
1.3(b)(iv)
Studies or Law; or
Who is or was an advocate practicing at least in the High Court Division of
Bangladesh Supreme Court or a Chartered Accountant or Cost and Management
1.3(b)(v) Accountant or Chartered Financial Analyst or Chartered Certified Accountant or Certified
Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent
qualification;
44
Annual
2017-2018
The independent director shall have at least 10 (ten) years of experiences in any field
1.3(c)
mentioned in clause (b);
In special cases, the above qualifications or experiences may be relaxed subject to prior
1.3(d)
approval of the Commission.
1.4 Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer :
The positions of the Chairperson of the Board and the Managing Director (MD) and/or Chief
1.4(a)
Executive Officer (CEO) of the company shall be filled by different individuals;
The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall
1.4(b)
not hold the same position in another listed company;
The Chairperson of the Board shall be elected from among the non-executive directors
1.4(c)
of the company;
The Board shall clearly define respective roles and responsibilities of the
1.4(d)
Chairperson and the Managing Director and/or Chief Executive Officer;
In the absence of the Chairperson of the Board, the remaining members may elect one of
1.4(e) themselves from non-executive directors as Chairperson for that particular Board’s meeting;
the reason of absence of the regular Chairperson shall be duly recorded in the minutes.
1.5 The Directors’ Report to Shareholders :
1.5(i) An industry outlook and possible future developments in the industry;
1.5(ii) The segment-wise or product-wise performance;
1.5(iii) Risks and concerns including internal and external risk factors, threat to
sustainability and negative impact on environment, if any;
1.5(iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where
applicable;
1.5(v) Discussion on continuity of any extraordinary activities and their implications (gain or loss);
1.5(vi) A detailed discussion on related party transactions along with a statement showing
amount, nature of related party, nature of transactions and basis of transactions of all
related party transactions;
1.5(vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any Not
other instruments; Applicable
1.5(viii) An explanation if the financial results deteriorate after the company goes for Initial Not
Public Offering (IPO), Repeat Public Offering (RPO), Rights Share Offer, Direct Listing, etc.; Applicable
1.5(ix) An explanation on any significant variance that occurs between Quarterly
Financial performances and Annual Financial Statements;
1.5(x) A statement of remuneration paid to the directors including independent directors;
1.5(xi) A statement that the financial statements prepared by the management of the issuer
company present fairly its state of affairs, the result of its operations, cash flows and changes in
equity;
1.5(xii) A statement that proper books of account of the issuer company have been maintained;
1.5(xiii) A statement that appropriate accounting policies have been consistently applied in preparation
of the financial statements and that the accounting estimates are based on reasonable and
prudent judgment;
1.5(xiv) A statement that International Accounting Standards (IAS) or International Financial
Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in
preparation of the financial statements and any departure there from has been adequately
disclosed;
1.5(xv) A statement that the system of internal control is sound in design and has been effectively
implemented and monitored;
1.5(xvi) A statement that minority shareholders have been protected from abusive actions by, or in the
interest of, controlling shareholders acting either directly or indirectly and have effective means
of redress;
1.5(xvii) A statement that there is no significant doubt upon the issuer company’s ability to continue as a going
concern, if the issuer company is not considered to be a going concern, the fact along with reasons there of
shall be disclosed;
1.5(xviii) An explanation that significant deviations from the last year’s operating results of the issuer company
shall be highlighted and the reasons thereof shall be explained;
1.5(xix) A statement where key operating and financial data of at least preceding 5 (five)
years shall be summarized;
1.5(xx) An explanation on the reasons if the issuer company has not declared dividend Not
(cash or stock) for the year; Applicable
1.5(xxi) Board’s statement to the effect that no bonus share or stock dividend has been or shall be declared as Not
interim dividend; Applicable
1.5(xxii) The total number of Board meetings held during the year and attendance by each director;
1.5(xxiii)a Parent or Subsidiary or Associated Companies and other related parties(name-wise details);
Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal
1.5(xxiii)b Audit and Compliance and their spouses and minor children (name-wise details);
1.5(xxiii)c Executives; and
45
Annual
2017-2018
1.5(xxiii)d Shareholders holding ten percent (10%) or more voting interest in the company (name-wise details);
1.5(xxiv)a A brief resume of the director;
1.5(xxiv)b Nature of his or her expertise in specific functional areas; and
Names of companies in which the person also holds the directorship and the membership of
1.5(xxiv)c committees of the Board;
1.5(xxv)a Accounting policies and estimation for preparation of financial statements;
Changes in accounting policies and estimation, if any, clearly describing the effect on financial
1.5(xxv)b performance or results and financial position as well as cash flows in absolute figure for such
changes;
Comparative analysis (including effects of inflation) of financial performance or results and
1.5(xxv)c financial position as well as cash flows for current financial year with immediate preceding five
years explaining reasons thereof;
Compare such financial performance or results and financial position as well as cash flows with the peer
1.5(xxv)d industry scenario;
1.5(xxv)e Briefly explain the financial and economic scenario of the country and the globe;
Risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation
1.5(xxv)f plan of the company; and
Future plan or projection or forecast for company’s operation, performance and financial position,
1.5(xxv)g with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM;
Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3)
1.5(xxvi) shall be disclosed as per Annexure-A; and
The report as well as certificate regarding compliance of conditions of this Code as required under
1.5(xxvii) condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.
1.6 Meetings of the Board of Directors :
The company shall conduct its Board meetings and record the minutes of the meetings as well as keep
required books and records in line with the provisions of the relevant Bangladesh Secretarial
1.6 Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so
far as those standards are not inconsistent with any condition of this Code.
1.7 Code of Conduct for the Chairperson, other Board members and Chief Executive Officer:
The Board shall lay down a code of conduct, based on the recommendation of the Nomination and
1.7(a) Remuneration Committee (NRC) at condition No. 6, for the Chairperson of the Board, other board
members and Chief Executive Officer of the company;
The code of conduct as determined by the NRC shall be posted on the website of the company including,
among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws,
1.7(b) rules and regulations; prohibition of insider trading; relationship with environment, employees,
customers and suppliers; and independency.
2. Governance of Board of Directors of Subsidiary Company :
Provisions relating to the composition of the Board of the holding company shall be made applicable to the Not
2(a) composition of the Board of the subsidiary company; Applicable
At least 1 (one) independent director on the Board of the holding company shall be a director on the Board Not
2(b) of the subsidiary company; Applicable
The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Not
2(c) Board meeting of the holding company; Applicable
The minutes of the respective Board meeting of the holding company shall state that they have Not
2(d) reviewed the affairs of the subsidiary company also; Applicable
The Audit Committee of the holding company shall also review the financial statements, in Not
2(e) particular the investments made by the subsidiary company. Applicable
Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO),
3.
Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) :
Appointment
The Board shall appoint a Managing Director (MD) or Chief Executive Officer
3(1)(a) (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of
Internal Audit and Compliance (HIAC);
The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company
3(1)(b) Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall
be filled by different individuals;
The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position
3(1)(c) in any other company at the same time;
The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the
3(1)(d) CS;
The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval
3(1)(e) of the Board as well as immediate dissemination to the Commission and stock exchange(s).
Requirement to attend Board of Directors’ Meetings
3(2) The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board:
Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial
Officer (CFO)
3(3)(a)(i) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading; and
These statements together present a true and fair view of the company’s affairs and are in compliance with
3(3)(a)(ii) existing accounting standards and applicable laws;
The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no
3(3)(b) transactions entered into by the company during the year which are fraudulent, illegal or in violation
of the code of conduct for the company’s Board or its members;
3(3)(c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.
46
Annual
2017-2018
47
Annual
2017-2018
48
Annual
2017-2018
49
Annual
2017-2018
3,52,76,212 32.60
94,53,114 8.73
10,82,16,108
500 0.0002%
50
Annual
2017-2018
51
Annual
2017-2018
2,471,202
2,500,000 2,078,037
1,948,615
1,808,735 1,795,492
2,000,000
1,500,000
1,000,000
500,000
0
2013-2014 2014-2015 2015-2016 2016-2017 2017-2018
2,000,000.00 1,808,540.98
1,525,881.49 1,545,660.23
1,439,642.24 1,420,276.99
1,500,000.00 2013-2014
2014-2015
1,000.000.00 2015-2016
2016-2017
2017-2018
500,000.00
52
Annual
2017-2018
12000 11639
10000 8889
0
2013-2014 2014-2015 2015-2016 2016-2017 2017-2018
2016-2017 2017-2018
3381 4862
3762 4023
7363 11639
6984 8889
1349 1586
22839 30999
2000000 1808541
1525881 1545660
1439642 1420277
1500000
1000000
500000
2016-2017 2017-2018
Chattogram 316929 424267
636399 672337
350688 425927
Bogura 241644 286010
1545660 1808541
53
Annual
2017-2018
2017-2018
BITUMEN. 0.80%
MTT & SBPS. 0.09%
LUBRICANTS.
JBO. 0.26% 0.43%
OTHERS (LPG &
B. WATER). 0.18% 1807023
HOBC.
56515
FO. 15.41%
3.59% 94918
MS.
3.84% 88625
380710
SKO.
2.29%
6473
HSD. 73.12%
MTT & SBP 2229
19684
10668
4357
2471202
40,000.00 36,041.01
35,000.00
30,000.00
15,000.00
120% 110%
105% 105%
95% Financial Year Cash Dividend Stock Dividend
100%
2013-2014 95% 10%
80%
2014-2015 105% 0%
2016-2017 110% 0%
40% 2017-2018 140% (Proposed) 0%
20% 10%
0% 0% 0% 0%
0% 2017-2018
2013-2014 2014-2015 2015-2016 2016-2017
(Proposed)
Financial Year
Bonus Cash
54
Annual
2017-2018
55
Annual
2017-2018
We have examined the compliance status of the Corporate Governance Code by Meghna
Petroleum Limited for the year ended on June 30, 2018. This Code relates to the Notification
No BSEC/CMRRCD/2006-158/207/Admin/80 dated June 3, 2018 of the Bangladesh Securities
and Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the Company.
Our examination was limited to the procedures and implementation thereof as adopted by
the Management in ensuring compliance with the conditions of the Corporate Governance
Code.
This is a scrutiny and verification and an independent audit on compliance of the conditions
of the Corporate Governance Code as well as the provisions of relevant Bangladesh
Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of
Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this
Corporate Governance Code.
We state that we have obtained all the information and explanations, which we have
required, and after due scrutiny and verification thereof, we report that, in our opinion:
a) The Company has complied with the conditions of the Corporate Governance
Code as stipulated in the above mentioned Corporate Governance Code
issued by the Commission except the compliance matters which are under
process and those to be complied with from next time due to time Gap this
year as mentioned in the attached checklist (Annexure-C) thereof;
b) The Company has complied with the provisions of the relevant Bangladesh
Secretarial Standards (BSS) as adopted by the Institute of Chartered
Secretaries of Bangladesh (ICSB) as required by this Code;
c) Proper books and records have been kept by the company as required under
the Companies Act, 1994, the securities laws and other relevant laws; and
Dated, Chattogram
26 November, 2018
Haradhan Dey, FCA
Partner
56
Annual
2017-2018
12 November, 2018
Chattogram.
2018
57
Annual
2017-2018
AUDITORS’ REPORT
TO THE SHAREHOLDERS OF
MEGHNA PETROLEUM LIMITED
We have audited the accompanying financial statements of MEGHNA PETROLEUM LIMITED (MPL),
which comprise of the Statement of Financial Position as at 30 June 2018, Statement of Profit or Loss and
Other 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.
Management Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with International Financial Reporting Standards (IFRS), the Companies Act, 1994 and other
applicable laws and regulations 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.
Auditors’ 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 (BSA). Those standards require that we
comply with ethical requirement 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 the 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
qualified audit opinion.
Basis for qualified opinion
i) As stated in note 4.01 (Property, plant and equipment) the legal titles of the immovable properties
acquired from erstwhile Meghna Petroleum Marketing Company Limited (MPMCL) and Padma Petroleum
Limited (PPL) have not yet been transferred in favour of the Company which may attract any future legal
complicacy.
ii) The Company has been showing Tk. 31,719,810 in stock (with corresponding provision of Tk.
58
Annual
2017-2018
25,981,162 for possible recoverability) being the net value of products at current price given on loan to
other units of Bangladesh Petroleum Corporation (BPC) which is outstanding since 2003 although the
possibility of its recovery is very bleak (note 8.03).
Qualified Opinion
In our opinion, except for the possible effect of the matters described in the Basis of Qualified Opinion
paragraph, the financial statements, prepared in accordance with International Accounting Standards (IAS)
and International Financial Reporting Standard (IFRS), give a true and fair view of the Statement of
Financial Position as at 30 June 2018 and its financial performance and its cash flows for the year then
ended and comply with the Companies Act 1994, Bangladesh Securities and Exchange Rules 1987 and
other applicable laws and regulations.
Report on Other Legal and Regulatory Requirements
In accordance with the Companies Act 1994 and Securities and Exchange Rules 1987, we also report the
following:
(a) we have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit and made due verification thereof,
(b) in our opinion, proper books of account as required by law have been kept by the Company so far as
it appeared from our examination of those books,
(c) the Company’s statement of financial position and statement of profit or loss and other comprehensive
income dealt with by the report are in agreement with the books of account and returns; and
(d) the expenditure incurred was for the purpose of the Company’s business.
59
Annual
2017-2018
Current Assets
Short Term Investments (FDR) 7 13,918,455,549 7,634,708,826
Inventories 8 13,818,103,299 8,414,104,242
Trade and Other Receivables 9 39,938,770,970 34,079,048,126
Advances, Deposits and Pre-payments 10 1,813,478,320 1,518,954,025
Cash and Cash Equivalents 11 29,897,925,691 25,550,831,619
Total Current Assets 99,386,733,829 77,197,646,838
TOTAL ASSETS 100,823,967,462 78,506,348,204
Non-Current Liabilities
Defined Benefit Obligations - Gratuity 14 70,651,076 358,808,149
Deferred Tax Liabilities 15 27,716,018 123,308,765
Long Term Borrowing 16 74,304,766 74,304,766
Total Non-Current Liabilities 172,671,860 556,421,680
Current Liabilities
Creditors and Accruals 17 86,991,374,816 67,153,095,863
Provision for WPPF and Welfare Fund 18 245,914,731 156,539,915
Unclaimed Dividend 19 72,335,916 69,463,870
Income Tax Payable 20 1,042,526,109 685,406,344
Total Current Liabilities 88,352,151,572 68,064,505,992
Total Liabilities 88,524,823,432 68,620,927,672
TOTAL EQUITY AND LIABILITIES 100,823,967,462 78,506,348,204
Net Assets Value (NAV) Per Share - (Basic) 27 113.20 90.89
The annexed notes 1 to 37 form integral part of these financial statements.
60
Annual
2017-2018
61
62
MEGHNA PETROLEUM LIMITED
Statement of Changes in Equity
Annual
Amount in Taka
D. Net Increase of Cash and Cash Equivalents during the year (A+B+C) 4,347,094,072 1,221,019,821
E. Opening Cash and Cash Equivalents 25,550,831,619 24,329,811,798
F. Closing Cash and Cash Equivalents (D+E) 29,897,925,691 25,550,831,619
63
Annual
2017-2018
64
Annual
2017-2018
65
Annual
2017-2018
66
Annual
2017-2018
67
Annual
2017-2018
3.04 Inventories
Nature of Inventories
Inventories comprise petroleum products, lubricants, LPG, bitumen, receptacles and stores and
spares etc.
Valuation of Inventories
Inventories are measured at lower of cost and net realizable value in accordance with IAS-2
“Inventories”. Net realizable value is Based on estimated selling price in the ordinary course of
business less any further costs expected to be incurred to make the sale.
68
Annual
2017-2018
69
Annual
2017-2018
70
Annual
2017-2018
recorded when it is probable that a liability has been incurred and the amount can be reasonably
estimated. In accordance with IAS-37 "Provisions, Contingent Liabilities and Contingent Assets",
contingent liabilities and commitments are disclosed in the financial statements.
3.14 Revenue
In compliance with the requirements of IAS 18: Commission earnings from sales of petroleum
products are measured at fair value of the consideration received or receivable. Commission on
petroleum products are determined by Government through official gazette notification issued from
time to time.
Revenue is recognized when the significant risks and rewards of ownership have been transferred
to the buyer, recovery of the consideration is probable, the associated costs and possible return of
goods can be estimated reliably, there is no continuing management involvement with the goods,
and the amount of revenue can be measured reliably.
3.15 Other Income - Non-Operating
Other non-operating income includes land rent, service charges, filling & power station rent, MPL
products handling, interest income on delayed payment, interest income from SND and FDR, profit
on disposal of assets, commission & service charges and sale of scrap. Other non-operating income
are recognized as revenue income as and when accrued / realized.
3.16 Earnings Per Share (EPS)
The company calculates Earnings per share (EPS) in accordance with IAS 33 “Earnings per share”
which has been shown on the face of Statement of profit or loss and other Comprehensive Income.
3.16.01 Basis of Earnings
The Company calculates earnings for the year attributable of the ordinary shareholders. As there no
preference dividend, minority interest or extra ordinary items, the net profit after tax for the year
has been considered as fully attributable to ordinary shareholders.
3.16.02 Basic Earnings Per Share
This has been calculated by dividing the basic earnings by the number of ordinary shares
outstanding during the year.
3.16.03 Diluted Earnings Per Share
Diluted earnings per share is required to be calculated for the year when there is scope for dilution
exists.
3.16.04 Re-stated Earnings Per Share
Issue of bonus share in any year requires re-stating the EPS of the prior year. In such a case, the EPS
calculation for those and any prior financial statements presented are based on the new number of
shares.
3.17 Foreign Currency Transactions
Transactions in foreign currencies are translated into Taka at the rates prevailing on the dates of the
transactions. Monetary assets and liabilities in foreign currencies at the date of statement of
financial position are retranslated into Bangladesh taka at the exchange rate prevailing on that date.
All exchange differences if any, are recognized in the statement of profit or loss and other
comprehensive income.
The company is exposed to currency risk on certain revenues and purchases of raw materials and
equipment. Company's foreign currency transactions are denominated in USD and relate to import
of capital machinery and raw materials.
71
Annual
2017-2018
72
4. Property, Plant and Equipment - at Cost Less Accumulated Depreciation Amount in Taka
Filling & Oil Tanker Computer
Freehold Leasehold Plant & Furniture Storage Equipment Sundry
Building Vehicle Service Station & Floating & Total
Land Land Machinery & Fixture Tanks & Fittings Plants
Facilities Equipment Accessories
At Cost
Balance as on 1 July 2016 9,868,682 8,776,206 457,754,689 1,377,300 75,549,542 10,839,750 427,867,483 21,968,451 748,027,849 26,669,308 53,311,331 177,220,611 2,019,231,202
Additions during 2016-2017 - - 50,637,766 - 3,573,050 1,970,576 29,599,989 - 164,415,760 2,034,700 6,653,758 32,088,052 290,973,651
Balance as at 30 June 2017 9,868,682 8,776,206 508,392,455 1,377,300 79,122,592 12,810,326 457,467,472 21,968,451 912,443,609 28,704,008 59,965,089 209,308,663 2,310,204,853
Balance as on 1 July 2017 9,868,682 8,776,206 508,392,455 1,377,300 79,122,592 12,810,326 457,467,472 21,968,451 912,443,609 28,704,008 59,965,089 209,308,663 2,310,204,853
Additions during 2017-2018 - - 83,039,588 - 31,289,000 2,326,645 40,159,537 16,285,345 11,791,898 1,035,250 4,518,484 66,630,551 257,076,298
Adjustment made during 2017-2018 - - - - (3,249,000) - - - - - - - (3,249,000)
Balance as at 30 June 2018 9,868,682 8,776,206 591,432,043 1,377,300 107,162,592 15,136,971 497,627,009 38,253,796 924,235,507 29,739,258 64,483,573 275,939,214 2,564,032,151
Accumulated Depreciation
Balance as on 1 July 2016 - 2,252,990 196,189,889 1,374,425 67,603,306 6,146,171 240,353,661 14,788,822 311,551,825 23,438,897 30,937,905 61,588,172 956,226,063
Charge for the year 2016-2017 - 137,650 26,931,081 2,875 5,567,652 619,619 20,994,596 562,314 55,018,105 1,645,600 2,511,701 12,164,990 126,156,183
Balance as at 30 June 2017 - 2,390,640 223,120,970 1,377,300 73,170,958 6,765,790 261,348,257 15,351,136 366,569,930 25,084,497 33,449,606 73,753,162 1,082,382,246
Balance as on 1 July 2017 - 2,390,640 223,120,970 1,377,300 73,170,958 6,765,790 261,348,257 15,351,136 366,569,930 25,084,497 33,449,606 73,753,162 1,082,382,246
Depreciation Rate - 1.01% - 3.33% 6.60% 6.60% 6.6-20% 6.60% 6.60% 6.60% 6.60% 20.00% 6.60% 6.60%
Charge for the year 2017-2018 - 137,650 31,939,668 - 7,219,646 752,606 23,480,602 1,619,400 53,652,220 1,820,941 3,124,617 16,578,525 140,325,875
Adjustment made during 2017-2018 - - - - (3,249,000) - - - - - - - (3,249,000)
Balance as at 30 June 2018 - 2,528,290 255,060,638 1,377,300 77,141,604 7,518,396 284,828,859 16,970,536 420,222,150 26,905,438 36,574,223 90,331,687 1,219,459,121
Carrying Amounts
As at 30 June 2017 9,868,682 6,385,566 285,271,485 - 5,951,634 6,044,536 196,119,215 6,617,315 545,873,679 3,619,511 26,515,483 135,555,501 1,227,822,607
As at 30 June 2018 9,868,682 6,247,916 336,371,405 - 30,020,988 7,618,575 212,798,150 21,283,260 504,013,357 2,833,820 27,909,350 185,607,527 1,344,573,030
4.01 The transfer of the legal titles relating to the immovable properties acquired on 31 March 1978, from Meghna Petroleum Marketing Company Limited (MPMCL) and the Padma Petroleum Limited (PPL) is still pending. Such immovable properties
continue to remain registered in the name of "ESSO, MPMCL or PPL" as the case may be. However the physical possession of the immovable properties of the MPMCL and PPL which were acquire by the Company on 31 March 1978 continues to
remain with the Company. BPC in whom the aforesaid properties were originally vested under section 31(C) of the Ordinance No. LXXXVIII of 1976 has undertaken to execute and register the transfer on demand by the Company of the immovable
properties described in schedule "C" of the Agreement for sale executed on February 29,1984 between BPC and the Company.
73
Annual
2017-2018
Annual
2017-2018
These costs include costs incurred initially to construct property, plant and equipment (PPE). Construction costs are
transferred to PPE when the construction is completed.
6.00 Goodwill
Opening balance 24,925,412 33,233,883
Amortization during the year 22.00 (8,308,471) (8,308,471)
Closing balance 16,616,941 24,925,412
6.01 The Company purchased 4,000 shares of Tk.100 each (80% of the issued shares) of Salateen Syndicate Limited
(herein after referred to as SSL) for Tk. 5,000,000 only in 1982 - 1983 accounting year from the Government of
Bangladesh through tender. Out of the aforesaid price, the Government granted relief of Tk. 487,000 to the
Company for occupancy by a tenant of certain properties of SSL. The Company paid Tk. 68,800 on account
stamp duty and a further sum of Tk. 3,000 as legal fee.
Again the Company purchased rest 20% i.e. 1,000 shares and Tk: 42,837,500 was paid on 11 May 2010 as
purchase consideration. Thus the total investment stood of Tk. 47,422,300.
The Company nominated 04 (four) officials in the board of Salateen Syndicate Limited by transferring 500
shares free of cost in the name of those officials. The honorable High Court Division of the Supreme Court of
Bangladesh in their order dated 12 November 2012 directed the company to issue 110.95 share of Tk.10 each of
Meghna Petroleum Limited against 01 share of Tk.100 each of Salateen Syndicate Limited. This decision was
apparently given by the honorable High Court Division of The Supreme Court of Bangladesh due to
misrepresentation of fact by the company's legal advisor.
Company management decided to go back to the High Court Division of The Supreme Court of Bangladesh for
a correction in the verdict which was approved by the Board of Directors in their meeting # 468 held on 23 July
2014. Under the situation the Company management considered the difference between purchase price and net
book value of asset being net loss as goodwill. It may be mentioned here that the land and building owned by
SSL located at Motijheel C/A, Dhaka has also been considered at book value. By obtaining a professional
opinion about impairment of Goodwill the Company's Board by their resolution dated 27 July 2016 decided to
impair the Goodwill by five years equally i.e. Tk. 8,308,471 per year totalling Tk. 41,542,354 effective from the
year ended 30 June 2016.
74
Annual
2017-2018
8.00 Inventories
Stores & Spares 8.01 77,678,435 80,540,133
Product and Receptacles 8.02 13,740,424,864 8,333,564,109
13,818,103,299 8,414,104,242
8.03 There was reportedly a system of borrowing as well as issuing of products on loan to various BPC units. This system was
discontinued since 2003. The Company's account shows 464,502 Liter Petroleum Products and 13,772 Liter additives
receivables from others and 164,246 Liter Petroleum Products due to others. Exchanges / Borrowings took place during
1979 to 2003 and at current cost price the net value of product receivable is Tk. 31,719,810 which is doubtful of recovery
and Tk. 25,981,162 has been provided for in the accounts.
75
Annual
2017-2018
10.01 Advances
Advance to Employees 10.01.01 69,604,218 65,413,563
Advance Income Tax 10.01.02 831,140,866 647,633,710
Chattogram Custom Authority 31,519,080 -
Against Expense 64,159,148 64,405,178
Mongla Oil Installation 692,958,250 621,254,406
Lube Blending Plant 1,014,800 1,015,520
Chattogram Port Authority 11,726,781 3,672,758
1,702,123,143 1,403,395,135
76
Annual
2017-2018
Advance to employees represents amount of advances recoverable in cash or adjustment against salary of employees of the
Company.
10.03 Pre-Payments
Insurance Premium - 4,706,107
Rent & Rates 12,197,812 11,122,319
12,197,812 15,828,426
77
Annual
2017-2018
78
Annual
2017-2018
79
Annual
2017-2018
The management created full provision of gratuity in respect of all employees upto 30 June 2018 in this account taking into
consideration of short provision made during previous years.
* Leasehold land has not been taken into computation since the accounting base and the tax base are same, and no temporary
difference exist.
Long term borrowing represent fund from Government of Bangladesh (GOB) for the construction of 02 (Two) Nos. 10,000
M. Ton capacity HSD Storage Tank at Main Installation, Chittagong. Total project value is Tk. 145,695,619 out which
Meghna Petroleum Limited will pay 15% and GOB will pay 85%. GOB is providing the 60% of the fund as loan at the rate
of 5% interest and balance 40% as equity. The loan has been repayable in 20 years with a grace period of 5 years. Equity
portion will be converted to share capital subject to approval of relevant regulatory authorities. The equity portion of taka
49,536,510 is shown under share money deposit account-Note 12.03
80
Annual
2017-2018
* Subsequently Tk. 677,432 has been paid thereof from 01 July 2018 to 28 October 2018.
81
Annual
2017-2018
30 June 2018
Reconciliation of Effective Tax Rate Percentage Taka
Profit for the year 4,672,379,886
Total income tax expense 24.91% 1,163,871,947
(Recoverable)
Accounting Assessment Payable as per Revised Demand
Year order of Tax Note IT (15) Remarks
Year
Department Refund
82
Annual
2017-2018
Minor Products
Major Products
MS 94,918 11,119,412,337 (10,900,094,228) 73,585 8,676,737,680 (8,491,157,413)
HOBC 88,625 10,143,978,988 (10,075,332,377) 72,449 8,366,033,778 (8,306,931,791)
HSD 1,807,023 132,013,314,051 (130,946,233,003) 1,528,362 113,241,001,914 (112,365,168,682)
FO 380,710 16,936,704,000 (16,606,997,475) 295,662 13,372,234,356 (13,109,968,672)
SKO 56,515 4,492,650,394 (4,452,634,120) 70,247 5,629,568,203 (5,586,789,002)
JBO 6,473 672,240,699 (667,888,460) 6,336 660,155,240 (697,336,459)
MTT 2,171 196,806,772 (190,436,400) 430 38,977,728 (37,716,300)
SBPS 58 7,753,200 (7,552,128) 43 5,733,000 (5,584,320)
Sub Total 2,436,493 175,582,860,441 (173,847,168,191) 2,047,114 149,990,441,899 (148,600,652,639)
Minor Products
Lubricants 10,668 4,105,730,414 (3,556,420,662) 9,543 3,637,624,247 (2,998,996,844)
LPG (Cylinder) 4,357 219,591,155 (212,615,500) 4,754 243,793,133 (237,075,260)
Bitumen 19,684 945,910,016 (933,796,568) 16,625 694,133,831 (686,200,456)
Battery Water - 6,138 (2,319) 1 29,818 (42,295)
Sub Total 34,709 5,271,237,723 (4,702,835,049) 30,923 4,575,581,029 (3,922,314,855)
83
84
Annual
2017-2018
Value of
Opening Closing
Operation Transit Sales at Conversion Sales Average Closing
Product Inventory as at Purchase Sub Total Inventory as at
Gain/(Loss) Gain/(Loss) Natural Gain/(Loss) at 30o C Unit price Inventory as at
01 July 2017 30 June 2018
Taka 30 June 2018
1 2 3 4 5 6=(2+3+4+5) 7 8 9=(7-8) 10=(6-9) 11 12=(10*11)
MS (In Liter) 5,720,662 134,864,122 (188,974) (255,061) 140,140,749 135,068,873 (331,946) 135,400,819 4,739,930 80.50 381,564,365
HOBC (In Liter) 3,459,203 123,747,933 41,419 (205,464) 127,043,091 121,238,738 (226,175) 121,464,913 5,578,178 82.86 462,207,829
HSD (In Liter) 87,727,533 2,233,194,603 1,181,414 (3,424,132) 2,318,679,418 2,143,129,590 (1,988,758) 2,145,118,348 173,561,070 61.01 10,588,960,881
FO (In Liter) 12,585,636 409,592,217 784,828 (232,920) 422,729,761 411,927,928 1,300,355 410,627,573 12,102,188 40.45 489,533,505
SKO (In Liter) 11,359,315 74,402,558 213,572 (123,030) 85,852,415 71,661,079 (81,035) 71,742,114 14,110,301 62.06 875,685,280
MTT (In Liter) - 2,769,386 2,614 - 2,772,000 2,772,000 - 2,772,000 -
SBPS (In Liter) - 85,200 - - 85,200 85,200 - 85,200 -
JBO (In Liter) 1,119,353 7,917,890 32,236 (12,345) 9,057,134 7,502,674 (7,341) 7,510,015 1,547,119 88.66 137,182,137
TOTAL 121,971,702 2,986,573,909 2,067,109 (4,252,952) 3,106,359,768 2,893,386,082 (1,334,900) 2,894,720,982 211,638,786 12,935,133,997
LPG (Cylinder) 1004 351931 (837) - 352,098 348,550 - 348,550 3,548 610.00 2,164,280
Bitumen(In MT) 130 19677 - - 19,807 19,684 - 19,684 123 54,373.42 6,687,931
Battery Water(In
183 - - 183 180 - 180 3 20.00 60
Liter)
Conversion gain/(loss) in column 8 arises due to difference between sales at 30°C and natural temperature is adjusted with products cost where as products receipts/purchase (column-3) is calculated on 30°C.
85
Annual
2017-2018
Annual
2017-2018
Taka Taka
21.05 Other Operating Income
Handling commision service charges & others 331,413,073 197,754,396
Transshipment gain/ loss from Tanker operation 9,368,067 11,955,783
Earning from Megna Model Service Center 17,686,821 12,382,946
358,467,961 222,093,125
Earnings per share (EPS) has been computed by dividing the net profit after tax (NPAT) by the number of ordinary shares outstanding
as on 30 June 2018 as per IAS-33" Earnings Per Share".
86
Annual
2017-2018
*At the time of determining net assets value (NAV) share money deposited amount by Government considered as non equity fund.
28.00 Auditors' Remuneration
Audit fee (Statutory) 160,000 160,000
Provident Fund 12,000 12,000
Gratuity Fund 12,000 12,000
WPP and WF 12,000 12,000
196,000 196,000
28.01 During the period ended 30 June 2018, there were 22 (twenty Two) Board Meeting & 6 (Six) Audit Committee meeting Held. The
Attendance status of all the meetings is as follows.
29.02 Transport
(i) The Managing Directors are provided with free use of Company's car.
(ii) Other Managers and some officers are enjoying cash loan facilities, subject to limit.
(iii) Other Officers are paid cash allowances.
29.03 Telephone
Residential telephone for mainly Company's business- for Managing Director and Managers, subject to limit.
29.04 Medical
The Managing Director, Managers and Officers are provided with free medical facilities according to Company policy.
29.05 Insurance
The Managing Director, Managers and Officers are provided with coverage for group insurance according to the company policy.
87
Annual
2017-2018
29.06 Remuneration
The Directors other than the Managing Director, who is an ex-officio director, are not paid any remuneration except for fees
and expenses in connection with attending to Company's Board Meeting.
Number in Figure
30 June 2018 30 June 2017
30.00 Employees
Number of employees whose salary was below Tk. 3,000 - -
Number of employees whose salary was above Tk. 3,000 436 457
436 457
Product Supply
Subsidiary of
Eastern Refinery Limited on behlaf of BPC 1,234,293 (Cr.) 1,051,005 (Dr.)
BPC
& Others
33.00 Guarantee
There was no guarantee to third party on 30 June 2018.
88
Annual
2017-2018
89
Annual
2017-2018
90
Annual
2017-2018
91
Annual
2017-2018
MPL at a glance
Last 32 years Company's Turnover, Profit after tax & AGM Date.
Financial Year Turnover Profit after tax AGM
(Amount in Crore) (Amount in Crore) No. Held on
1986-1987 392.67 1.55 09 15-06-1988
1987-1988 443.26 1.34 10 13-04-1989
1988-1989 488.43 1.22 11 25-04-1990
1989-1990 472.18 1.01 12 25-03-1991
1990-1991 696.71 0.15 13 30-06-1991
1991-1992 825.79 0.01 14 13-06-1994
1992-1993 907.72 0.74 15 15-03-1995
1993-1994 953.26 1.68 16 30-09-1995
1994-1995 1092.07 2.74 17 03-08-1996
1995-1996 1133.53 4.60 18 29-05-1997
1996-1997 1342.37 5.67 19 30-04-1998
1997-1998 1519.86 5.66 20 22-07-1999
1998-1999 1594.60 5.54 21 22-07-2000
1999-2000 1647.85 3.86 22 16-08-2001
2000-2001 2054.23 6.01 23 04-07-2002
2001-2002 2321.13 7.30 24 07-07-2003
2002-2003 2695.26 6.22 25 08-07-2004
2003-2004 2977.54 6.26 26 19-05-2005
2004-2005 3443.62 9.69 27 18-05-2006
2005-2006 4394.50 13.70 28 28-06-2007
2006-2007 4853.50 21.17 29 21-06-2008
2007-2008 5544.94 38.14 30 27-06-2009
2008-2009 6176.38 38.11 31 26-06-2010
2009-2010 6463.86 46.42 32 07-05-2011
2010-2011 8491.00 89.20 33 25-02-2012
2011-2012 11651.20 139.21 34 26-01-2013
2012-2013 13912.06 186.44 35 17-01-2014
2013-2014 15258.81 235.98 36 16-01-2015
2014-2015 14396.42 203.48 37 20-02-2016
2015-2016 14202.77 185.02 38 25-02-2017
2016-2017 15456.60 219.48 39 20-01-2018
2017-2018 18085.41 360.41 40 12-01-2019
92
Annual
2017-2018
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INDIA
MPL IN BANGLADESH
PANCHAGARH
THAKURGAON LALMONIRHAT
NILPHAMARI
KURIGRAM LEGEND
CHILMARI
HEAD OFFICE S H O R E D E P OT
DINAJPUR RANGPUR
REGIONAL OFFICE F LOAT I N G B A R G E D E P OT
PARBATIPUR M A I N I N S TA L L AT I O N R A I L H E A D D E P OT
GAI BANDHA OT H E R S E L L I N G P O I N T
JOIPURHAT SHERPUR
SUNAMGANJ SYLHET
NAOGAON
JAMALPUR MOGHLA BAZAR
BOGRA NETRAKONA HARIPUR
NAWABGANJ
MYMENSINGH
RAJSHAHI
MOULAVI BAZAR
HARIYAN
SERAJGANJ TANGAIL
NATORE KISHOREGANJ SREEMONGAL
HOBIGANJ
BAGHABARI
BHAIRAB
PABNA
GAZIPUR
NARSHINGDI
INDIA
MEHERPUR KUSHTIA MANIKGANJ DHAKA
BRAHMANBARIA
CHANDPUR KHAGRACHARI
SARIATPUR
NARAIL
MADARIPUR
JESSORE
GOPALGANJ
LAKSHMIPUR
BARISAL FENI
DAULATPUR NOAKHALI
SATKHIRA
FEROJPUR
BAGERHAT
JHALOKATI
KHULNA
CHITTAGONG
PATUAKHALI RANGAMATI
BHOLA
BARGUNA
BANDARBAN
COX’S BAZAR
B A Y O F B E N G A L
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