LHBL Annual Report 2022
LHBL Annual Report 2022
LHBL Annual Report 2022
53 - 98 STRATEGIC GOVERNANCE
Notice is hereby given that the 25th Annual General Meeting of the Shareholders of LafargeHolcim Bangladesh Limited (the
“Company”) will be held on Tuesday, May 9, 2023, at 03:00 P.M. (the “AGM”). The AGM will be held virtually by using digital
platform through the following registration link https://lhbl25thagm.virtualagmbd.com to transact the following businesses:
AGENDA
Ordinary Business:
1. To receive, consider and adopt the Directors’ and Auditors’ Reports together with the Audited Financial Statements of the
Company for the year ended on December 31, 2022.
2. To declare dividend for the year ended on December 31, 2022.
3. To elect/re-elect Directors.
4. To ratify the appointment of the Chief Executive Officer.
5. To appoint Statutory Auditors for the year 2023 and fix their remuneration.
6. To appoint Corporate Governance Compliance Auditors for the year 2023 and fix their remuneration.
By order of the Board
NOTES
‣ Pursuant to the Bangladesh Securities and Exchange Commission’s (BSEC) Notification No. SEC/SRMIC/94-231/91 dated
31 March 2021, the AGM will be held through digital platform.
‣ Detailed procedures for joining and participation will be communicated to the Shareholder’s email ID in due course and
it would also be available at the Company’s website: www.lafargeholcim.com.bd
‣ Member’s name appearing in the Member/Depository Register as on Record Date i.e. March 27, 2023 will be eligible to
attend the AGM and receive dividend.
‣ Pursuant to BSEC Notification No. BSEC/CMRRCD/2006-158/208/Admin/81 dated June 20, 2018, soft copy of the Annual
Report 2022 will be sent to Members' respective email addresses as available with the Company. The Annual Report
2022 shall also be available at the Company’s website: www.lafargeholcim.com.bd
‣ A Member entitled to attend and vote at the AGM may appoint a Proxy to attend and vote instead. Duly filled Proxy Form
must be sent through email to the Company’s Share Office at least 72 hours before commencement of the AGM at
info.cs@lafargeholcim.com
‣ Members may submit their questions in advance to info.cs@lafargeholcim.com or to the Company Secretary at
mizanur.rahman@lafargeholcim.com
‣ We encourage Members to log in to the system fifteen (15) minutes before the meeting.
‣ Please contact +8801708139426 for any technical difficulties in accessing the virtual AGM.
EXECUTIVE COMMITTEE
Mr. Mohammad Iqbal Chowdhury Chief Executive Officer
Mr. Amit Agarwal Commercial Director (Sales & Marketing)
Mr. Kazi Mizanur Rahman Legal Director and Company Secretary
Mr. Md. Anisuzzaman Chief Financial Officer
Mr. Mohammad Asif Bhuiyan Chief Corporate Affairs Officer & Human Resources Director
Mr. Wedage Lakmal Suranjan Fonseka Logistics & Procurement Director
REGISTERED OFFICE
LafargeHolcim Bangladesh Limited
NinaKabbo, Level-7, 227/A Bir Uttam Mir Shawkat Sarak
(Tejgaon Gulshan Link Road) Tejgaon, Dhaka 1208, Bangladesh
Phone: +880 (2) 222281002, 222286393, Fax: +880 (2) 222286394
Email: info.cs@lafargeholcim.com, Web: www.lafargeholcim.com.bd
Holcim builds progress for people and the planet. As a global leader in innovative and sustainable
building solutions, Holcim is enabling greener cities, smarter infrastructure and improving living
standards around the world. With sustainability at the core of its strategy Holcim is becoming a net
zero company, with people and communities at the heart of its success. The company is driving
circular construction as a world leader in recycling to build better with less. Holcim is 60,000 people
around the world who are passionate about building progress for people and the planet through
four business segments: Cement, Ready-Mix Concrete, Aggregates and Solutions & Products.
Becoming the
innovative and
sustainable 60,000 29
employees billion CHF net sales
Leading
the way in Net Zero SBTi ESG Rankings Green Solutions
sustainability pledge validated 2030 and from MSCI to Sustainalytics 1/3 of our sales
2050 targets
#1 R&D
organization
Global R&D 300 Scientists >300 500+
in our industry organization - 6 hubs worldwide in green construction patent families startups assessed per year
CEMENT AGGREGATES
4 BUSINESS SEGMENTS
READY-MIX SOLUTION &
CONCRETE PRODUCTS
At Cementos Molins we aim to boost social development and people’s quality of life by creating inno-
vative and sustainable construction solutions.
CORE VALUES
Presence in
6200 152
12
Countries
Employees
around the Total Plants
Passion Integrity
Respect for
world Environment
Non
Efficiency Conformity &
Continuity
3 LAFARGEHOLCIM BANGLADESH LTD.
ANNUAL REPORT 2022
BOARD OF
DIRECTORS
CHRISTOF HÄSSIG
CHAIRMAN
Nationality : Swiss
Age : 65
Date of Appointment : March 15, 2018
SHAREHOLDING
Nil (Nominee of Surma Holding BV)
Mr. Christof Hässig is one of the most respected strategy leaders in Holcim Group. With his
considerable wealth of experience, Mr. Hässig brings immense value to the Board of Directors’ of the
Company. Under his leadership, the Company achieved significant improvements and overall
cost-competitiveness and accolades in Corporate Governance excellence. The impact of his guidance
is appreciable from the high progression curve of the Company.
Mr. Hässig was the Head of Corporate Strategy, Mergers and Acquisitions at Holcim Group. He also
supervised corporate finance and treasury functions for over 15 years. In 2013, he took over the
additional responsibility as Head, Merger and Acquisitions. He holds Masters degree in banking and
advanced management from Harvard Business School. An experienced banker, Mr. Hässig worked
for over 25 years at UBS Switzerland in different functions including Global Relationship Manager
and investment Banker.
Mr. Hässig is a member of the Nomination and Remuneration Committee of the Company.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
NIL
AREA OF EXPERTISE:
Finance Diversity Global Mergers & Leadership Technology Board Service Sales &
Business Acquisitions & Governance Marketing
5
BOARD OF DIRECTORS
Nationality : Bangladeshi
Age : 49
Date of Appointment : February 15, 2023
SHAREHOLDING
Nil (Nominee of Surma Holding BV)
Mr. Iqbal Chowdhury is the Director & Chief Executive Officer of the Company who joined in July 2017
as CFO and was re-designated as Chief Operating Officer (COO) in December, 2022. He has over 22
years’ of diversified experience in the Manufacturing and Marketing Industry covering FMCG &
building materials. He is an accomplished professional with a proven record of success and intimate
knowledge in the fields of Finance & Corporate Affairs. He has worked for several Multinational
companies with remarkable success stories. Prior to joining the Company, he worked in Marico
Bangladesh, a FMCG listed company for 11 years, where he headed different portfolios including
being CFO, Director-Finance & Company Secretary. Prior to that, he worked for Avery Dennison and
Berger Paints Bangladesh. He was instrumental in the creation of two highest valued IPO of the
country for Berger Paints and Marico Bangladesh.
As a young and dynamic sector leader, he has been part of many transformations in his career which
has created the base for sustainable business growth. He is an MBA in Finance and also a Fellow
member of Institute of Chartered Secretaries (ICSB) and leading Trade, Tariff, Taxation & Company
Affairs Sub-Committee of FICCI (Foreign Investors Chamber of Commerce and Industry), EC Member
of Switzerland – Bangladesh Chamber of Commerce and Industry (SBCCI) and a founder member of
Intellectual Property Association of Bangladesh (IPAB).
INTEREST/MEMBERSHIP-OTHER ENTITIES:
- Lafarge Umiam Mining Private Limited
- Lum Mawshun Minerals Private Limited
AREA OF EXPERTISE:
Global Board Service Sales & Mergers & Profit & Loss
Business & Governance Marketing Acquisitions Management
6
BOARD OF DIRECTORS
Nationality : Spanish
Age : 52
Date of Appointment : December 7, 2019
SHAREHOLDING
Nil (Nominee of Surma Holding BV)
Mr. Jorge Bonnin is the Group Chief Financial Officer of Cementos Molins.
He has more than 26 years of experience in executive and senior leadership positions in Controlling,
Finance, IT, Legal and Procurement functions at leading global technology industrial groups in the
cement, paper & packaging, elevator, automotive, heating and power tools markets. Mr. Bonnin is
experienced in managing multifunctional and multicultural teams whose focus is to accelerate the
performance and to increase Shareholder’s value.
Before joining Cementos Molins Group in June 2019, Mr. Bonnin held executive leadership positions
at industrial conglomerates in Spain, Portugal and Germany like Bosch, ThyssenKrupp, and DS Smith.
He has sound experience on growth processes, turnaround, reorganization, change management,
operational performance, financing optimization and restructuring, M&A, and divestments. Mr.
Bonnin managed the transformation and boosted the performance of the stock listed group,
Europac, leading its sale to DS Smith amounting to EUR 1.9 billion, acting later as the CFO of DS Smith
in South Europe with 65 manufacturing centres. Mr. Bonnin was also the CFO of ThyssenKrupp
Elevator in South Europe, Africa and Middle East with presence over 36 countries.
Born in 1971, Mr. Jorge Bonnin, a Spanish national, has a bachelor’s degree in business
administration specialized in Management, from Complutense University (Madrid, Spain) and
attended executive programs at Harvard Business School (USA) and Ashridge Business School (UK).
Mr. Bonnin shall retire at the 25th Annual General Meeting of the Company and being eligible offers
himself for re-election as per the provisions of the Companies Act, 1994.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
AREA OF EXPERTISE:
Finance Diversity Global Mergers & Leadership Technology Board Service Sales &
7 Business Acquisitions & Governance Marketing
BOARD OF DIRECTORS
Nationality : Spanish
Age : 61
Date of Appointment : March 1, 2016
SHAREHOLDING
Nil (Nominee of Surma Holding BV)
Mr. Julio Rodríguez Izquierdo is the Chief Executive Officer of Cementos Molins Group since 2015.
Mr. Rodríguez is active in several institutions of Spanish civil society and in 2012 received the
“Executive Director of the Year” award from the Spanish Association of Directors.
Mr. Rodríguez career has been linked to Schneider Electric between 1984 and 2015. Throughout this
period, he held several senior management responsibilities, the last of them being the Vice President
of Global Operations. He has been a member of the executive Committee of Schneider Electric
worldwide from 2003 to 2015.
Mr. Rodríguez is also a member of the Board of Directors’ of Schneider Electric, Spain and
Laboratories del Dr Esteve, a reputed Spanish Company in the Pharma sector.
Mr. Rodríguez is a graduate in Industrial Engineering from the University of Barcelona. He holds a
degree in Marketing from EADA Business School and a General Management Programme (PDG) from
IESE Business School, University of Navarra.
Mr. Rodríguez is a member of the Nomination and Remuneration Committee of the Company.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
AREA OF EXPERTISE:
Finance Diversity Global Mergers & Leadership Technology Board Service Sales &
Business Acquisitions & Governance Marketing
8
BOARD OF DIRECTORS
MANZURUL ISLAM
DIRECTOR
Nationality : Bangladeshi
Age : 62
Date of Appointment : November 11, 1997
(since incorporation)
SHAREHOLDING
500,200 shares held in person,
31,914,200 shares held by Islam Cement Limited.
Mr. Manzurul Islam is one of the most respected business personalities in Bangladesh. He has over
35 years of experience and knowledge of managing various businesses in Bangladesh. Mr. Islam is
the Chairman of Islam Group – the group that played an instrumental role in bringing legacy Lafarge
group as a foreign partner in Bangladesh. As a promoter, he is the longest serving member on the
Board of Directors’ of the Company and plays a key role in the strategic developments of the
Company.
Islam group has diverged into multidimensional sectors under his leadership including engineering,
construction, trading, manufacturing – pharmaceuticals, jute, media, real estate, finance and
agricultural sector. Mr. Islam is the Executive Committee Member of Bangladesh Association of
Publicly Listed Companies. He is the former President of France-Bangladesh Chamber of Commerce
& Industry, former Chairman of IFIC Bank Ltd., former Chairman of Navana Pharmaceuticals Limited
and former Vice Chairman of Bangladesh Associations of Banks.
Mr. Islam attended Capthorne School, Sussex, UK and Westminster School, London, UK. He
completed his graduation in Economics from the University of London, UK.
Mr. Islam shall retire at the 25th Annual General Meeting of the Company and being eligible offers
himself for re-election as per the provisions of the Companies Act, 1994.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
AREA OF EXPERTISE:
Finance Diversity Global Mergers & Leadership Technology Board Service Sales &
Business Acquisitions & Governance Marketing
9
BOARD OF DIRECTORS
Nationality : Spanish
Age : 50
Date of Appointment : June 11, 2014
SHAREHOLDING
Nil (Nominee of Surma Holding BV)
Mr. Marcos Cela Rey is Area Manager for Africa, South America and Asia of Cementos Molins Group,
and a Member of its Executive Committee.
Mr. Rey has over 23 years’ experience in finance management, control and risk management with
major global organizations.
Since 2016, Mr. Rey has been involved in managing the businesses of various international
operations of Cementos Molins Group. His professional experiences include running diversified
business and complex organizations in a wide range of industries which include, cement, mechanical
and retail. Mr. Rey is also a visiting Professor at the UNIR University of Spain.
Prior to joining Cementos Molins Group in January 2004, Mr. Rey held several positions at European
Division of BIC and at the Spanish subsidiary of Decathlon, one of the biggest manufacturer and
retailer of sports apparels and equipment.
Mr. Rey is a graduate in Business Administration from University of Barcelona and obtained his MBA
from ESADE Business School in Spain. He also obtained a Senior Business Management Program
(PADE) from IESE Business School, University of Navarra, Spain.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
AREA OF EXPERTISE:
Finance Diversity Global Mergers & Leadership Technology Board Service Sales &
Business Acquisitions & Governance Marketing
10
BOARD OF DIRECTORS
MARTIN KRIEGNER
DIRECTOR
Nationality : Austrian
Age : 61
Date of Appointment : August 22, 2019
SHAREHOLDING
Nil (Nominee of Surma Holding BV)
Mr. Martin Kriegner, an Austrian national born in September 1961. He is a graduate of Vienna
University with a Doctorate in Law and he obtained an MBA at the University of Economics in Vienna.
He joined the Holcim Group in 1990 and became the CEO of the Austrian operations in 1998. He
moved to India as CEO in 2002 and later served as Regional President Cement for Asia. In 2012, he
was appointed CEO for India for Cement, RMX and Aggregates. In July 2015 he became Area Manager
Central Europe and was appointed Head of India in 2016.
Martin became a member of the Holcim Group Executive Committee in 2016 and is currently the
Region Head for Asia, Middle East & Africa.
Mr. Kriegner has a long association with the Company. In 2002, he was appointed first time as a
Director of the Company. From April 2007 to August 2013, he was the Chairman of the Board of
Directors of the Company.
Mr. Kriegner shall retire at the 25th Annual General Meeting of the Company and being eligible offers
himself for re-election as per the provisions of the Companies Act, 1994.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
AREA OF EXPERTISE:
Finance Diversity Global Mergers & Leadership Technology Board Service Sales &
Business Acquisitions & Governance Marketing
11
BOARD OF DIRECTORS
Nationality : Bangladeshi
Age : 55
Date of Appointment : January 26, 2021
SHAREHOLDING
Nil
Mr. Rajiv Prasad Shaha is a Bangladeshi business entrepreneur. Currently he runs a welfare
organization in Bangladesh named; Kumudini Welfare Trust of Bengal (BD) Ltd. For the last 23 years
he has been holding the position of Chairman and Managing Director of Kumudini Welfare Trust. Mr.
Shaha is a member of the Board of Directors of Kumudini Pharma Ltd. LafargeHolcim Bangladesh
Ltd and Reliance Insurance Ltd.
Mr. Shaha is the grandson of Rai Bahadur Ranada Prasad Shaha, one of the greatest philanthropists
of Bangladesh. His grandfather had set up Kumudini Welfare Trust in 1947. All funds generated by
the Income Generating Units of the Trust are spent for the welfare of the poor and needy. Among
others the Trust is running a 1050 bed free hospital since 1944.
Besides his corporate identity, he is also a keen golfer and a very widely travelled individual.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
- Managing Director, Kumudini Welfare Trust of Bengal (BD) Ltd. and Kumudini Pharma Ltd.
- Chairman, Ranada Prasad Shaha University
- Director, Reliance Insurance Ltd.
AREA OF EXPERTISE:
Nationality : Bangladeshi
Age : 59
Date of Appointment : December 7, 2019
SHAREHOLDING
Nil
Dr. Rubana Huq is a businesswoman, and a poet. Dr. Huq is the Vice Chancellor of the Asian
University for Women (AUW), a fully independent, regional institution dedicated to women’s
education and leadership development. Dr. Huq is also the Vice Chairman of the Board of Trustees of
AUW. She is the immediate past President of the Bangladesh Garment Manufacturers and Exporters
Association (BGMEA), and she was also the first female occupant of the post. She is the Managing
Director of Mohammadi Group, a family business conglomerate whose journey began exporting
readymade garments, and has since diversified into software, digital distribution, real estate, power
generation and the group’s latest is the launch of a television channel called Nagorik. She was
featured in BBC’s 100 Women. Huq won the SAARC Literary Award for her poems in 2006. Her first
book of poems is titled Time of My Life. She is the former CEO of TV Southasia, a collaborative
platform of South Asian electronic media based in Kolkata.
She has recently been elected to represent the global manufacturers in the UNFCCC fashion industry
charter for Climate Action for the period of 2021-22 to the Steering Committee of UN Fashion Charter.
Dr. Huq holds a PhD in English Literature from Jadavpur University in Kolkata and a M.A. in English
from East West University in Dhaka. In earlier years she was educated at Viqarunnisa Noon School
and Holy Cross College.
Dr. Huq is the Chairperson of the Nomination and Remuneration Committee of the Company.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
- MG Shirtex Ltd. - Mohammadi Gourp Ltd. - Jadoo Cable & Boardband Ltd.
- MG Nich Stitch Ltd. - Mohammadi Knit Star Ltd. - Jadoo Digital and Broadband Ltd.
- MG Niche Flair Ltd. - Digi Jadoo Broadband Ltd. - Mohammadi Fashion Sweater Ltd.
- Jadoo Media Ltd. - Mati Naturals Ltd. - Mohammadi Fancy Yarn Dyeing Ltd.
- MG Properties Ltd. - Techno Vista Ltd. - Desh Energy Chandpur Power Company Ltd.
- MG Knit Flair Ltd. - Jadoo Vision Limited - Desh Cambridge Kumargaon
- Desh Energy Ltd. Power Company Ltd.
AREA OF EXPERTISE:
SONAL SHRIVASTAVA
DIRECTOR
Nationality : Indian
Age : 53
Date of Appointment : October 9, 2020
SHAREHOLDING
Nil (Nominee of Surma Holding BV)
Ms. Sonal Shrivastava is the Chief Financial Officer, AMEA - Asia, Middle East & Africa Region of Holcim
Group.
Prior to her current role, Ms. Shrivastava was the CFO, Ambuja Cements Limited, India. She joined the
Holcim Group in 2002 as Senior Manager M&A, Strategy & Business Development.
Ms. Shrivastava’s experiences includes mergers and acquisitions, audit, strategy and business
development, supply chain, and finance. Besides Holcim Group, Ms. Shrivastava also worked for
leading companies of the energy and mining sectors.
Ms. Shrivastava holds a Bachelor Degree in Chemical Engineering from Vinoba Bhave University, and
a Master’s degree in Finance from the Jamnalal Bajaj Institute of Management Studies.
Ms. Shrivastava is a member of the Audit Committee of the Company and the Chairperson of Lafarge
Umiam Mining Private Limited, the Indian subsidiary of the Company.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
- Virtual Sense Gobal Technologies Private Limited - United Cement Corporation Limited
- LH Global Hub Services Private Limited - Ash Resources Proprietary Limited
- Lafarge Umiam Mining Private Limited - Lafarge Industries South Africa Proprietary Limited
- Lum Mawshun Minerals Private Limited - Lafarge Mining South Africa Proprietary Limited
AREA OF EXPERTISE:
14
BOARD OF DIRECTORS
Nationality : Bangladeshi
Age : 71
Date of Appointment : September 17, 2018
SHAREHOLDING
Nil
Mr. Syed Mahmudul Huq is a reputed businessman with significant contributions in the development of
exports, regional trade and investment in Bangladesh including capital market development of the country.
Mr. Huq is the Vice Chairman of the Board of Directors of Premier LP Gas Limited, Chairman of Bangladesh
Shrimp and Fish Foundation, Member of the Board of Trustees of Independent University of Bangladesh &
Chittagong Independent University and the Honorary Consul of Malta in Chittagong, Bangladesh.
He is the immediate past President of the France-Bangladesh Chamber of Commerce and Industry and
served as President of Bangladesh Frozen Foods Exporters’ Association from 1991 through 1994 and a
member of the Management Board of Export Promotion Bureau from 2002 through 2006. He was also the
founder Director of Chittagong Stock Exchange and played an important role in the formation of South Asian
Federation of Exchanges. He pioneered a transit route for Nepal via Chittagong port in 1979.
Mr. Huq also has stakes in renewable energy (Japan Solartech Bangladesh Limited), Information and
Communication Technology including Internet Services (Broad Band Telecom Services), Inter Connection
Exchange (M&H Telecom), International Gateway (Venus Telecom Ltd.) and Nationwide Telecommunication
Transmission Network (BAHON Limited).
Mr. Huq completed his B. A. (Hons.) and M. A. (Economics) from University of Dhaka.
INTEREST/MEMBERSHIP-OTHER ENTITIES:
AREA OF EXPERTISE:
Finance Diversity Global Mergers & Leadership Technology Board Service Sales &
Business Acquisitions & Governance Marketing
15
EXECUTIVE COMMITTEE MEMBERS
EXECUTIVE
COMMITTEE
MEMBERS
Mr. Iqbal Chowdhury is the Director & Chief Executive Officer of the
Company who joined the Company in July 2017 as CFO and was
re-designated as Chief Operating Officer (COO) in December, 2022. He
has over 22 years’ of diversified experience in the Manufacturing and
Marketing Industry covering FMCG & building materials. He is an
accomplished professional with a proven record of success and intimate knowledge in the fields of
Finance & Corporate Affairs. He has worked for several Multinational companies with remarkable
success stories. Prior to joining the Company, he worked in Marico Bangladesh, a FMCG listed
company for 11 years, where he headed different portfolios including being CFO, Director-Finance &
Company Secretary. Prior to that, he worked for Avery Dennison and Berger Paints Bangladesh. He
was instrumental in the creation of two highest valued IPO of the country for Berger Paints and
Marico Bangladesh.
As a young and dynamic sector leader, he has been part of many transformations in his career which
has created the base for sustainable business growth. He is an MBA in Finance and also a Fellow
member of Institute of Chartered Secretaries (ICSB) and leading Trade, Tariff, Taxation & Company
Affairs Sub-Committee of FICCI (Foreign Investors Chamber of Commerce and Industry), EC Member
of Switzerland – Bangladesh Chamber of Commerce and Industry (SBCCI) and a founder member of
Intellectual Property Association of Bangladesh (IPAB).
AMIT AGARWAL
COMMERCIAL DIRECTOR (SALES & MARKETING)
Earlier, he worked in the Legal Departments of various Oil & Gas companies and FMCG companies.
He obtained his LL.B. (Honours) and LL.M, from the University of Dhaka. He is a Chevening Scholar
and completed the Commonwealth Young Lawyers Course from the School of Oriental and African
Studies (SOAS), University of London. He also completed professional courses on contract
negotiation and dispute resolution from University of Dundee, Scotland, UK.
MD. ANISUZZAMAN
CHIEF FINANCIAL OFFICER
Mr. Anisuzzaman is a Fellow Member of the Institute of Chartered Accountants of Bangladesh and
Fellow Member of the Institute of Cost and Management Accountants of Bangladesh.
M. ASIF BHUIYAN
CHIEF CORPORATE AFFAIRS OFFICER AND HR DIRECTOR
Mr. Bhuiyan has wide experience in the fields of general management, marketing, sales and
distribution, customer and trade marketing, corporate audit, route to market excellence and
capability building both in Bangladesh and overseas. In his career which spans over almost two and
half decades, he has worked for companies like British American Tobacco, Unilever and Beximco
before joining LHBL. He had three international assignments in Unilever as Senior Audit Manager
based at Singapore, Country Manager Lebanon and Syria based at Beirut, Head of Customer
Marketing and Capability building based at Casablanca. He also served as the Customer Marketing
Director for Unilever Bangladesh and was part of the Management Committee. Prior to joining the
Company, he was the Chief Operating Officer (COO) at Beximco Petroleum Limited. He has a
Bachelor's degree in Economics and Master of Business Administration (MBA), from Aligarh
University, India.
Mr. Lakmal Fonseka, joined the Company in February 2019. He has over
18 years of experience in the manufacturing industry in the field of
procurement and logistics with significant international exposure. He is
a young leader with grate passion for bring changers and
transformation in the business.
He is mastering in driving efficiency improvement in the system and creating higher value though
digitization and automation. He has worked as Head of Supply Chain, Hayleys Fentons Limited, Head
of Procurement at Siam City Cement (Lanka) Limited (Ex Holcim (Lanka) Limited). He is a father of two
kids and love to travel with family. He holds an MBA from the University of Colombo, Sri Lanka and
B.Sc. Engineering (Hons) from the University of Moratuwa, Sri Lanka.
2022
2023 as we look to continue introducing new innovative
and sustainable building material solutions in the
Bangladesh market.”
REVENUE
GROWTH
15%
OPERATING EARNING
PROFIT PER SHARE (EPS)
23% 15%
CASH
DIVIDEND CONVERSION
48% 82%
Sir,
Pursuant to the Credit Rating Companies Rules, 2022, this is to inform you that the Rating Committee
of Credit Rating Information and Services Limited (CRISL) has assigned the following rating to
“LafargeHolcim Bangladesh Limited” on 30.03.2023 in consideration of its audited financials up to
31st December, 2022 and other relevant quantitative as well as qualitative information up to the date
of rating declaration:
The above is reported as price sensitive information as per guidance in clause 8 A (b) of chapter III of
Credit Rating Companies Rules 2022 by BSEC.
Thanking you,
Know where
to draw the line
Call our
Integrity Line
+880 9610 101 404
Global identifier code: 77084
Integrity Line
Doing business with integrity is the LafargeHolcim way. If you have a question, or need
to raise a concern regarding LafargeHolcim business practices, speak to your
supervisor, HR, legal, or compliance colleagues. And if you don’t feel comfortable doing
that, use the LafargeHolcim Integrity Line.
Lafarge Umiam Mining Private Limited Lafarge Umiam Mining private limited
(LUMPL) a subsidiary of LafargeHolcim (LUMPL) was adjudicated as “Overall
Bangladesh was awarded the ‘’Five Star’’ First” by the Directorate General of
rating by the Ministry of Mines, Mines Safety (DGMS) for being the
Government of India under its safest Opencast mines in the North-East
“Sustainable Development Framework” for Region of 18th North East Metalliferous
safe mining. The Five-Star rating was given Mines Safety Week for the period
to LUMPL for the fourth consecutive years 2020-21.
for its outstanding contribution.
Quarry in
Meghalaya, India
Rangpur
Mymensingh
Rajshahi
Sylhet
Chhatak
Dhaka
Cement &
Aggregate Plant
Meghna Ghat I
Grinding Unit
Chattogram
Khulna
Barisal
Meghna Ghat II
Grinding Unit
Mongla
Grinding Unit
High performance
It is my pleasure to welcome you to the 25th Annual General Meeting of LafargeHolcim Bangladesh
Limited (the "Company").
Your Company is a proud partner in the development of Bangladesh for almost two decades. During
this period, the Company relentlessly worked to establish itself on solid footings. Focusing on the
fundamental business principles, maintaining the basics of financial discipline, understanding the
pulse of the customers and giving overarching importance to customer satisfaction, excellence in
operations, with continuous focus on growth opportunities and facing challenges with courage, the
right strategy and hard work, your Company has grown its roots deep and strong.
In the last several years, the corporate houses across the globe faced unprecedented external
challenges, like pandemics and large scale unrests. Small, medium and large business houses were
impacted by the chain effects of such global crisis. During these challenging times, the solid base and
strong deep roots, have helped your Company not only to survive but to excel!! During the last few
years, your Company has diversified its brand portfolio. We introduced unique, specialized, premium
quality cement for our customers with significant added benefits. During this time, we took the bold
step to come out of our boundaries as a cement producing company to a building materials solution
and services providing entity by introducing locally produced international quality Aggregates. We
challenged the traditional approach of marketing and distribution, introduced new innovative
channels to directly reach the door steps of the customers in the remote untapped corners of the
market.
The results of the right strategy, hard works and undaunted challenging spirit are reflected in the
continuous business growth and financial reports placed before you, the honorable shareholders.
With the experience of each successful year, the horizon of your Company is expanding and
becoming brighter. Our initiatives and efforts for consistent and sustainable growth shall continue
into the future.
I take immense pride to inform you of numerous contributions of the Company in sustainability and
environment. It will be an understatement if I only mention that our operations are in compliance
with the applicable environment parameters. Sustainable waste management has been identified as
a major challenge for the global environment. Household and industrial wastes are polluting land, air
and water bodies, be it agricultural lands, forests or oceans. The Surma Plant of your Company
provides the only sustainable, environment friendly waste co-processing facility in Bangladesh,
under the brand name Geocycle. In 2022 alone, we disposed of around 37,000 tones of wastes. The
waste co-processed in the Surma Plant is also providing Alternative Fuel to our Kiln and we are able
to use less fossil fuel like gas! While this initiative is contributing to create a better world to live in,
your Company is also getting benefits and preparing itself for challenges posed by the depleting
energy reserves of the country.
Your Company is particularly honourd for having two import substitute projects. Markets of Clinker
and Aggregates in Bangladesh are fully dependent on imports. Your Company is producing both
these products locally. The more we produce these products locally, the more the country saves on
its valuable foreign currency.
In our Health & Safety culture, there is no scope for complacency. Following the highest standards for
health and safety without the slightest compromise for the last two decades, the slogan “Safety First”
is deeply embedded in our DNA. While we take pride for more than 5 years of Lost Time Injury (LTI)
free operations, we are not complacent. From the top management up to field level, every employee
receives trainings and refresher trainings. In every operational site, every morning starts with safety
talks, bringing focus on each individual’s responsibilities to safety and reinforce our commitment to
create a safe working environment for ourselves and for your fellow colleagues.
As far as compliance is concerned, your Company follows the principles of zero-tolerance! There is no
scope to compromise on maintaining highest standards of corporate governance, integrity, ethics
and values. To run our business in compliance with applicable laws, policies and standards, there are
control standards, dedicated resources, trainings, tools and systems. At the end of the day, our
customers, employees, contractors, service providers and stakeholders are proud to work for a
company which values and relentlessly maintains the highest ethical standards. At the heart of these
results are the people, whom I thank very heartily for their continuing support and motivation to
drive the company forward. I also take the opportunity to thank Mr. Rajesh Surana for serving so
many years not only as CEO but as a strong leader with great ambitions. I wish him all the success in
his future endeavors and very warmly Welcome Mr. Mohammad Iqbal Chowdhury as our new CEO. I
look forward to work with him on a trustworthy and successful relationship.
I gratefully acknowledge the unequivocal supports and confidence entrusted on the Board of
Directors and management of the Company by the honorable shareholders. Your unambiguous,
indisputable support has been the foremost driving force in the sustainable growth journey of the
Company in the last two decades. For our future endeavors the Board of Directors and Management
of the Company count heavily on the continued support and confidence of the shareholders!
Christof Hässig
Date: April 7, 2023 Chairman
Dear Shareholders,
The Directors of LafargeHolcim Bangladesh Limited (the “Company”) are delighted to present the
25th Annual Report of the Company.
The Directors’ Report along with the audited financial statements (Consolidated and Standalone) for
the year ended on December 31, 2022, and the Auditors Report thereon have been prepared in
compliance with the provisions of Section 184 of the Companies Act, 1994, the Corporate Governance
Code issued by Bangladesh Securities and Exchange Commission’s (BSEC) notification dated June 3,
2018 and the Listing Rules of the Dhaka Stock Exchange Limited and the Chittagong Stock Exchange
Limited.
The Company has delivered another commendable performance in 2022. Strong cost control,
efficiency improvements, introduction of new cement brands, excellent business performance of
Aggregates and praiseworthy success in sustainable Alternative Fuel through Geocycle are the
hallmarks of the successes of 2022!
The Company has undertaken a transformation journey – transformation from a clinker and cement
producing company to a building materials solution and service providing company. The
encouraging performance of 2022 is a giant leap in the transformation!
2022 2021
Particulars Growth
(million BDT) (million BDT)
Revenue 23,594 20,534 15%
Cost of goods sold 15,260 13,894 10%
Gross Profit 8,334 6,640 26%
Net profit before tax (PBT) 5,744 4,828 19%
Net profit after tax (PAT) 4,445 3,882 14%
Total assets 28,971 29,622 -2%
Net asset value 17,711 19,794 -11%
Net operating cash flow 6,694 6,077 10%
Earnings per share (in BDT) 3.83 3.34 15%
Net Asset Value (NAV) per share (in BDT) 15.25 17.04 -11%
Net operating cash flow per share (in BDT) 5.76 5.23 10%
Return on equity 25.10% 19.61% 28%
Gross margin 35.32% 32.34% 9%
Net profit before tax (PBT) Margin 24.34% 23.51% 4%
Net profit after tax (PAT) Margin 18.84% 18.90% 0%
The Company delivered yet another resilient financial result in 2022. Net Sales increased by 15% to
23,594 million Bangladesh Taka (mBDT) as compared to 20,534 mBDT in 2021. The Company started
its Aggregates business in 2021, which gave a leverage to the Company increasing its revenue by 10%
in 2022. The Profit After Tax (PAT) during the year was up by 14% to 4,445 mBDT as compared to 3,882
mBDT in 2021.
The year 2022 has been challenging for the cement industry as it experienced spiralling cost increas-
es for all the key raw materials, fuel and ocean freight resulting from global challenges and currency
devaluation. Due to market reality, the cement industry could not pass the increased input costs to
the customers. The Company has increased the price by 14% during the year. The cement volume
sold by the Company was same as of 2021.
The Company successfully navigated through the external challenges. The biggest saviour for the
Company was securing 95% volume growth of Aggregates and cost optimization. Our commitment
to the customers to make international standard specialized cement available in local markets and
the excellent market responses to the new brands like Supercrete Plus, Holcim Shokti and Holcim
Water Protect played encouraging role in the good financial results of 2022. Digital applications and
new E-commerce platform helped the Company to be more efficient. Direct to Retail (D2R) channel
has been another prime factor of the Company’s success.
In November 2022, the Board of Directors recommended second interim dividend of eighteen
percent (18%), in cash, on the paid-up capital of the Company out of the ten (10) months’ profit of
2022 (from January 1, 2022 to October 31, 2022). At BDT 1.80 per share of BDT 10.00 each the said
interim dividend amounted to BDT 2,090,472,300.
On March 2, 2023, the Board of Directors’ of the Company recommended a final dividend of fifteen
percent (15%), in cash, on the paid-up capital of the Company out of the profits of 2022 (January 1,
2022 to December 31, 2022). At BDT 1.50 per share of BDT 10.00 each the said final dividend to BDT
1,742,060,250.
Accordingly, the total dividend recommended by the Board of Directors for the year ended on
December 31, 2022 is 48% of the paid-up capital amounting to BDT 5,574,592,800 which is BDT 4.80
per share of BDT 10.00 each.
As per the dividend distribution policy of the Company and applicable laws, a dividend (including
interim dividend) can be declared out of current profits and/or profits accumulated of earlier years.
The Board declared a dividend @125% of the profit to ensure the optimum use of retained earnings
and sufficient cash balances.
The highest ever dividend recommendation by the Board of Directors demonstrates the dedication
of the employees and successful implementation of the right strategy by the Management. It also
reflects the continued support and confidence of the shareholders on the Company since inception.
The above dividend recommendation of the Board of Directors’ shall be forwarded to the
Shareholders for their consideration and approval at the 25th Annual General Meeting of the
Company scheduled on May 9, 2023.
The status of unpaid/unclaimed cash dividend is annexed to this Report 2022 and is also uploaded on
the Company’s website.
Retained Earnings
The total Retained Earnings of the Company as of December 31, 2022, stood at BDT 5,871,541,000
details of which are given in the Statement of Changes in Equity of the Consolidated Financial
Statement.
3. BUSINESS TRANSFORMATION
With the core focus on sustainability in terms of brand innovation, product diversification, innovative
business model & digitalization, your Company has taken several initiatives in 2022. Through
continuous efforts to provide more environment friendly green products and to adopt to business
mode with digital footprints, we continued with our growth and transformation ambitions
pioneering the building materials industry of Bangladesh. Some salient ingenuities in our way
towards the most sustainable building material solution Company are as follows.
Brand Innovation:
Supercrete Plus – The Country’s No. 1 Fair Face Cement: In pursuit of providing premium products
and to ensure a robust portfolio, the Company added yet another brand named “Supercrete Plus” in
November 2022. “Fair Face Cement” is whiter and brighter cement used for modern aesthetic look of
a building without using paints. Supercrete Plus primarily focuses on the need of the Fair Face
segment and adds up with a unique strength enhancing formula with a lower carbon footprint.
Response of the customers to this new brand is excellent. We sold more than 14,000 Metric Ton (MT)
in the first four months of the launch.
Holcim Shokti - the first rapid early strength cement in Bangladesh market: The “R” category
specialized cement with its “Rapid Set” technology (solution for speedy construction) with lower
energy emission formula, is spreading in the niche market segment. It was launched at the end of
2021 and ensures 50% extra strength in two days. Due to its rapid early strength, it saves 15%-25%
construction time at the de-shuttering stage, leading to lower construction costs. In 2022, we have
also completed a 9 month long research and development process for accrediting the Unique Selling
Proposition (USP) for Holcim Shokti in collaboration with the nation’s top engineering institute
Bangladesh University of Engineering and Technology (BUET). Holcim Shokti delivers value for our
customers and further reinforces customer faith in the innovation capabilities of the Company.
Holcim Water Protect – fit for purpose for the wet weather in Bangladesh: The success journey
of the most unique brand with water proofing solution “Holcim Water Protect” continues, as this
contributes 4% of the total Holcim brand sales. Holcim Water Protect is the only water proof cement
in the country that can be used from the foundation to the roof. Our differentiated approach to
establish the product in the market through influencer activations, live demonstration, digital
communication based on USP, and loyalty programs has helped us to expand our distribution
network for this unique brand in around 1300 retail stores, taking it closer to consumers. Given the
heavy rainfall in the country, Holcim Water Protect is now helping our customers to build their dream
homes free from dampness and seepages.
All these research and developments are supported by our very own CIAC (Concrete Innovation
Application Centre) lab which was re-inaugurated in April 2022 with modern equipment, facilities and
upgraded technical services. CIAC provides different product and solution related testing support to
the external users and work as a knowledge hub and learning for the influencers.
Product Diversification:
The Company has been producing clinker and cement for almost two decades. To materialize our
ambition to transform from a cement producing company to a building materials solution and
service providing company, the first major step was introduction of Aggregates Project. The
construction sector of the country has significant demand for world class high quality Aggregates,
and the demand is met by imports from overseas. The Company commenced its production of
international standard Aggregates in its plant at Chhatak, Sunamganj in January 2021. The response
from the market is overwhelming. This is an import substitution project; the country saves valuable
foreign currency for every ton of high quality Aggregates that we produce. This segment of our
business contributed 10% of the Company’s total revenue of 2022. Your Company is the only
manufacture of international quality Aggregates in the country adding more than 100% value addition.
“Shojon” – Direct to Retail (D2R): Traditionally, the cement market is dependent on Distributors. By
end of 2020, the Company took a bold step to break the shackle to expand its customer reach and to
cover untapped white spaces in the market. The Company is also approaching directly to serve the
retailers to increase numeric coverage and unlock growth potential. In 2022, this new marketing
channel kept its flag flying high. It had a positive impact with higher margin and improved cash
based transactions. Through this channel the Company covered more than 1200 new retailers
contributing 8% additional sales over distributor channel & 14% Growth. The new retailers are using
our customized self-sufficient digital customer App to capture Order to Delivery and Cash, which is
unique in the cement industry.
1. The Quarry: 100 ha limestone mine in Meghalaya, India, along with two (2) heavy duty
crushing units and other ancillary services. In 2022, the Quarry exported 3.06 million tonnes
of limestone to Surma Plant.
2. The Belt Conveyor: Seventeen (17) kilometre long cross border elevated belt conveyor
systems transporting the crushed limestone from the Quarry in Meghalaya, India to Surma
Plant in Chhatak, Bangladesh. In 2022, 3.06 million tons of limestone was transported
through belt conveyor.
3. Surma Plant: The only integrated cement plant of the country established at Chhatak,
Sunamganj produces clinker and cement. In 2022, Surma Plant produced 1,311 thousand
tonnes of clinker and 1,131 thousand tons of Supercrete cement.
4. Meghnaghat I Plant: The grinding units are located at Sonargaon, Narayanganj. 963
thousand tonnes of cement have been produced in 2022 which includes Holcim Red, Holcim
Strong Structure, Holcim Shokti, Holcim Black, Holcim Water Protect, Supercrete and
Supercrete Plus brand cement.
5. Meghnaghat II Plant: The grinding units are located at Sonargaon, Narayanganj. 382
thousand tonnes of cement have been produced in 2022 which includes Holcim Strong
Structure and Supercrete brand cement.
6. Mongla Plant: This grinding unit is located at Mongla, Bagerhat. 231 thousand tonnes of
cement have been produced in 2022 which includes Holcim Strong Structure, Holcim Red and
Supercrete brand cement.
7. Aggregates Plant: Located within the premises of Surma Plant. In 2022, the plant produced
757 thousand tonnes of Aggregates.
8. Geocycle: Waste Co-processing facilities: Located within the premises of Surma Plant. In
2022, Geocycle co-processed 37,000 tonnes of waste, contributing 7.25% TSR (Thermal
Substitution Rate) enabling the Company to produce additional 79,000 tonnes of clinker.
Altogether, the Company is currently having the annual capacity to produce 1.3 million tons of
clinker, 4.2 million tonnes of cement and 1.2 million tonnes of clear size Aggregates. The Quarry in
Meghalaya, India has permits to produce up to 5 million tonnes of limestone per annum.
Health, Safety and Environment (HSE) is the core value of the Company. “ZERO Harm” to people,
communities and the environment is the Company’s uncompromised principle. Behind any business
decision that we undertake, HSE gets the highest and foremost priority. All employees of the
Company, irrespective of their position and responsibility, work continuously and relentlessly to
improve our safety culture and performance across our operations in Bangladesh and in Meghalaya,
India.
For the 5th consecutive year, the Company had zero (0) Lost Time Injury (LTI) and Lost Time Injury
Frequency Rate (LTIFR) applicable for the employees and contractors. In 2022, the Company achieved
35.76 million Safe Man Hours and 1,873 safe days. To ensure a safe & healthy working environment
and to ensure that every employee and contractor’s employee return home safely after work, the
Company undertakes various operational, training and visibility programs throughout the year in
consultation with the Sponsor Groups. Transport safety is another area of focus for which the
Company has installed modern facilities like In-vehicle Monitoring Systems (iVMS) in its vehicles to
monitor drivers’ behaviour, reduce logistics costs and carbon footprint. A Reward and Recognition
and Consequence Management Policy is in place and regular follow ups conducted to improve safety
culture in logistics operations.
Towards sustainable environment, the Company has set pilot projects for 2023 with an objective to
achieve ZERO Environmental impact in terms of CO2 emissions, water discharge and waste disposal.
The Company is aware that there is no scope for complacency in health, safety and environment
matters. The Company regularly and continuouslyemphasise on uncompromised, mandatory and
strict compliance of HSE.
In 2022 Surma Plant produced 1,311 thousand tonnes of clinker and 1,131 thousand tonnes of
cement. Cement dispatch was 1,134 thousand tonnes. This is a commendable performance by the
Surma Plant team, especially considering that normally our Kiln Shutdown is around 15 days in a
year, but in 2022, Surma Plant had 32 days Kiln Shutdown for Electrostatic Precipitator (ESP) to Bag
House Conversion project. This project contributed to the reduction of stack dust emission from 100
mg/Nm3 to 10 mg/Nm3, which is more environment friendly and also facilitated our waste
co-processing systems.
1500 1500
1400 1400
1,321 1,311
1300 1,270 1,268
1300
1,231 1,223 1,222
1200
1,180
1200
1,131
1100 1100 1,057
1000
1000
2018 2019 2020 2021 2022
2018 2019 2020 2021 2022
Surma Plant laboratory scored 100% in the “Global Round Robin Test” campaign of 2022 and secured
First position in Asia Pacific Region in Holcim Group. We are working to achieve unprecedented
performance levels in strong symbiosis with the environment and communities.
Lafarge Umiam Mining Private Limited (LUMPL), the subsidiary of the Company, owns and operates
the limestone Quarry in Meghalaya, India, and transports the crushed limestone to the Surma Plant
in Chhatak, Bangladesh through the 17 kilometre long cross border elevated belt conveyor system.
LUMPL exported 3,060 thousand tonnes of limestone during the year in review, which is the highest
ever export since inception. The Quarry team demonstrated an exemplary performance in
optimization of mining and crushing costs. The 33 Kilovolt (kV) Grid Power line commissioned at the
Quarry has decreased the dependency on diesel generators for crushers and belt conveyor. Use of
Grid Power has reduced carbon footprint. It has
reduced the power consumption cost by 50%,
from Indian Rupees (INR) 48 per tonne to INR 24 Quarry Production (kt) (2018-2022)
per tonne.
3500 3,060
The Quarry has been awarded Five Star rating for
3000
the consecutive 5th year by the Indian Bureau of 2,543
Mines, Ministry of Mines, Government of India 2500 2,291
for the exemplary performance and initiatives 2,114 2,105
taken for the implementation of all-round 2000
Sustainable Development at the mines. In the
1500
year 2021-22, total 1083 mines participated from
all over India out of which only 76 mines were 1000
awarded Five Star rating. Our Quarry is the only 2018 2019 2020 2021 2022
mine awarded with such prestigious award in
the north-eastern region of India.
The Aggregates business restarted at the end of March 2022 after about six (6) months stoppage due
to opposition from some businessmen from the local community. An exceptional year in terms of
performance, we recovered and performed better than what was budgeted for 2022. Despite
challenging factors, we were able to grow our market base and improve on our margins to ensure
that we made and maintained one of the most profitable EBITDA margins in the Group. We
performed well and managed to improve month on month, manufacturing world class Aggregates.
Keeping sustainability at the core of our strategy and decarbonisation, we have now moved to a
100% delivered model to lower our carbon footprint and emission. To further streamline and lower
our footprint we are going to be automating our entire circuit from Quarry to Lorry thereby ensuring
better streamlining and cost effective energy efficient operations.
Geocycle waste management solution in a future oriented way requires disruptive thinking, active
engagement and collaboration. Geocycle rethinks waste challenges to provide innovative ways to
manage it. Sustainability is at the core of our strategy for the future and Geocycle is well placed to
accelerate the green growth in the Company. Through Geocycle the Company dispose of the wastes
of the country in an environment friendly sustainable manner. It reduces use of fossil fuel and
increases our clinker production. With the increased use of high calorific wastes to substitute the
demand for traditional fossil fuels we are well placed to attain our CO2 emission targets and the path
for Net Zero by 2050.
Being the only Department of Environment (DOE) approved facility, the Company's dedication to the
environment is reflected in the co-processing of waste through Geocycle. To obtain the sustainability
goal of the Company, this year Geocycle Bangladesh has safely disposed of around 37,000 metric
tonnes of various waste streams (hazardous, non-hazardous, plastic waste etc.), thus making a
tangible contribution to bringing the society a step closer to a zero-waste future. This has resulted in
a 7.25% TSR and production of additional 79,000 tonnes of clinker.
We are working on various projects with municipal corporations, various industries for proper
segregation and disposal of different wastes categories to ensure less materials going to landfill. By
energy recovery from these wastes streams through co-processing we aim to reduce the
dependence on traditional fuels and build on the energy security of the Company.
In February 2023, the Company has entered into an agreement with Sylhet City Corporation under
which the Company shall co-process the wastes of Sylhet City, which shall be the beginning of a new
era for the environment friendly sustainable municipal waste disposal in Bangladesh.
We strive to be the country’s most reliable and trustworthy partner dedicated to your vision of
future-friendly solutions, environmental protection, and sustainable waste management.
Your Company has a strong pan Bangladesh presence supported by strategically located production
facilities in north-east, central and south-west regions of the country. These production facilities have
given the Company competitive advantages to be closer to the customers. The Company reaches to
the end customers with around 750 dealers, 7,200 retailers and 700 corporate customers in real
estate, industrial and Ready-Mix segments. Anticipating customer requirements early and being able
to address them effectively requires a strong commercial backbone. The Company continues to
develop this strength by institutionalising sound commercial processes and building world-class
commercial capabilities across its marketing and sales teams.
To drive people capability in order to evolve as a sustainable organization through driving business
transformation and cultural shift, 8,960 Man hours of classroom training sessions were conducted
for the Sales team on the functional and techno commercial aspect, soft (sales craftsmanship) skills
and digital skills in both physical and virtual format. To instil a broader strategic perspective for the
Company, different strategic team building sessions were organized through internal & external
resources.
Our marketing team is driving the brand initiatives through digital, print and electronic media. We
went ahead with a razor-sharp targeting approach in digital to reach individual house builders, their
spouses, engineers, industry experts, retailers, distributors, masons etc. Apart from communication
in digital arena, we maintained brand communication in TV and newspapers. As a tool to help
customer taking the best decision in retail, we extensively branded cement selling outlets across the
country with shop paint, stickers, banners, festoons, demo-kits, shop signboard etc. As a part of the
With all of the above initiatives finally the business was secured with the below cement volume:
3500
3000 2,705 2,688 2,684
2,535 2,482
2500
2000
1500
1000
500
0
2018 2019 2020 2021 2022
Channel wise Cement Sales Volume (kt) Product wise Cement Sales Volume (kt)
Digitalization is one of the key factors that ensure a sustainable future. The Company is the trailblazer
in the cement industry in digitalization. Digital system in every aspect of our work streams are
helping the Company to serve the customers efficiently. It is also reducing carbon footprint and
increasing resource efficiency.
The Company is taking a purpose driven and digital approach on the journey to becoming a net-zero
Company. We have introduced e-Office Invoice and Contract Management System, Price and Credit
Approval System, Travel Claim System and HR-Connect solutions. With the help of these tools, we
ensure that the Company conducts its daily operation in a paperless and eco-friendly manner.
On the commercial side, the Company has already ensured customer satisfaction by mobile app
based customer order management tools i.e. Customer Portal, Shojon D2R App, Retails Management
System, and Technical Service Engineers App. All these together contribute on the order to cash
management with minimal human involvement. The Company has also introduced “Nirman
Bandhob” which is an e-Commerce website, the first ever integrated online solution in the cement
industry of Bangladesh. Soon IHB customers will be able to receive the best building material one
stop solution and value added services with the click of their finger.
The Digital transformation to achieve sustainable growth is a continuous journey and the Company
is on the right track with the right strategy to improve product and service quality to maintain
stakeholders’ satisfaction.
The year 2022 was full of challenges in the field of supply chain as the world went through difficult
times navigating rough markets and tough inflation environment. However, it also offered new
opportunities and learnings.
Raw materials such as clinker, gypsum, slag etc. recorded highest ever prices and all other
commodity prices also increased due to cost increase of energy and freight. In this dynamic and
unprecedented time the Company planned well and executed agile procurement strategies to
minimize cost impact on our bottom-line. Creating competition by introducing new suppliers,
alternative sourcing, and eliminating unplanned / emergency purchases further helped us to
maintain the cost discipline.
Sustainability has also been a core priority for us. Outbound and inbound logistics focused more on
efficiency improvement and sustainability by reducing CO2 footprint. In 2022, all the green initiatives
under logistics helped to reduce our CO2 emission. Overall freight cost increased in the market due
to fuel price hike by more than 40%.
This year, the Company expanded the Stock on Wheel (SoW) model in new markets to support the
sales channel expansion strategy including Direct to Retailer (D2R) and e-commerce. We started a
24x7 Logistics Call Center to provide support to the customers in terms of cement dispatch, monitor
and control the safety and behavior of the drivers of the vehicles on the road.
The Company is committed towards sustainability with more decarbonisation in logistics and
implementation of our sustainable competitiveness strategy in the coming years.
Human Resources
People are the most valuable assets of the Company. We focus on building teams that inspire each
other to deliver the most innovative and sustainable solutions to accelerate the world’s green
transformation. Our strategy focuses on creating a stronger performance culture and investing in
developing current and future leaders.
Diversity and Inclusion (D&I) is one of the HR agendas to ensure diversity, equity, inclusion and
gender balance which ought to benefit the Company in many ways, from improved financial
performance to enhancement in innovation to higher employee engagement. The Company aims at
ensuring a diverse and inclusive culture by having 30% of female by 2025. As part of the continued
endeavour on the Learning and Development (L&D), the HR Function is conducting skill gap analysis,
identifying gaps and development opportunities; based on the finding and the organizational
requirements, training and capacity building calendar is prepared and executed. Performance
Management is ensured by individual and functional goal setting and continued feedback and
evaluation. Employee Engagement (EE) is one of our priorities and we are driving it with required
rigor and defined actions.
In line with the Company's strategic lan and vision, HR is playing an instrumental role in building and
supporting the organization by recruiting the right talents including for the new business verticals.
In the space of digital transformation, HR Connect (HRIS) project was launched in 2022 for one stop
solutions for end-to-end HR processes. The efforts are focused on building a culture to support
growth, transparency, learning, team work, and workforce agility. The Company is committed to
continue its efforts in delivering the business results.
The Company is committed to conduct its business in full compliance with applicable law of the
country. The Company has a Code of Business Conduct (COBC), set Policies and Directives covering
every functions of the Company. Adherence to the COBC, Policies and Directives are mandatory for
all employees and strictly followed up and monitored by the Company. Commitment to integrity,
honesty and fairness is at the core of our culture. We conduct our businesses with strong ethical
standards and resilience. The Board of Directors, senior management team, employees and our
business partners, all strive to follow without exception.
Our compliance program is comprehensive and structured to confirm adequate assessment of risks,
implementation of controls, trainings and communication, monitoring and governance. The
compliance program enables the Company to prevent, detect and deter fraud. To ensure proper
reporting and to encourage whistle blowing, the Company has an Integrity Line, which allows
employees to report any concerns regarding breach of COBC without any fear or hesitation.
The Audit Committee, a sub-committee of the Board of Directors’, in every meeting, evaluates and
scrutinizes the status of compliance and suggests the management of the Company as it deems necessary.
The Nomination & Remuneration Committee (NRC), a sub-committee of the Board, has framed the
necessary criterion for the evaluation as per the guidelines provided by the Corporate Governance
Code. In accordance with the criterion, the Company undertook the evaluation of the Board of
Directors’ in 2022, participated by all the members of the Board of Directors’. The details of the
evaluation including the parameters and process have been provided in the Corporate Governance
Statement of the Annual Report 2022.
As part of our continuous endeavour, in 2022 we strengthened our initiatives in the field of
education, healthcare, skill development and women empowerment for the underprivileged people
of the local communities. So far, 6,500 students have completed their primary and secondary
education from our Community Welfare School in Chhatak and the wholly sponsored secondary
school in Nongtrai Village in Meghalaya - the Nongtrai Secondary School. We also established 6 sub
centres for outreach students of the communities particularly for the student from the remote areas
who cannot come to our main school. The Company has also provided scholarship to 433 meritorious
students in 2022.
The Company has been carrying out comprehensive health program for the Chhatak community and
for Nongtrai & Shella communities in the Indian side since commencement of its operation through
its community development centre and six sub-centres / dispensaries located in the remote areas. In
the year 2022, the Company provided healthcare services to around 25,000 people. Skill
development trainings has been provided to the local community people, especially the women so
that they can earn their livelihood.
During the devastating flood in Sylhet region in May 2022, the Company and its employees stood by
the local communities when they needed us the most. We provided shelter for homeless marginalized
people and distributed necessary food items in three phases among more than 6000 families.
In 2022 we have planted around 3,000 saplings. The Company also collaborated with Water & Life for
cementation of Bhashantek slum in Dhaka to ensure safe drinking water and proper walkway for
about 5,000 slum dwellers.
The Company won “The Daily Star and CSR Window Bangladesh - A Better Tomorrow CSR Awards” in
the Healthcare Category for its initiatives in Chhatak to improve the marginalized people’s lives which
is the most prestigious CSR award of the country.
For 2023 and beyond the Company plans to carry out its sustainable community development
activities and to introduce new initiatives that will create a positive impact in the lives of the
communities around its operations.
Another major risk lies in the Company’s cross border operation. Any interruption of limestone
supply from its Indian subsidiary company causes a business continuity issue. Strict compliance with
applicable laws coupled with strong community development programs are key to minimize this risk.
Bangladesh is a cement capacity surplus market. Despite this fact, new capacity is being added at a
higher rate than demand growth. This may further intensify competition in the market resulting in
pressure on price. The availability of clinker in Asia impacts the price of clinker imports, which has a
significant impact on the level of cement prices in the market and hence on the Company’s profitability.
7. RISK MANAGEMENT
The management of the Company is responsible for the establishment of the Company's risk
management framework. Risk management policies require establishing standard procedures to
identify and analyse the main risks to which the Company is exposed and continually deploying and
managing risk management systems designed to eliminate or reduce the probability that risks will
arise and to limit their impact. The Company is exposed to credit risk, liquidity risk and market risk.
A. Credit Risk
Credit risk is the risk of financial loss to the Company, if a customer or counterparty to a
financial instrument fails to meet its contractual obligations, and arises principally from the
Company's receivables from customers and other current assets. The management has
established a credit policy under which each new customer is analysed individually for
creditworthiness. Credit limits are established for each customer and reviewed on a regular
basis. Any sales exceeding those limits require approval from the Credit Committee. The
Company obtains bank guarantee from all trade customers. A large part of non-trade
customers are also under the coverage of bank guarantee and security cheques.
B. Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it
will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the
Company's reputation.
C. Market Risk
Market risk is the risk that changes in market prices, e.g. foreign exchange rates and interest
rates that may impact the Company's income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimizing the return. The Company uses
derivatives to manage market risks. Market risk comprises the following three types of risks:
ii. Interest Rate Risk - The risk is that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The Company is
exposed to interest rate risk on its debts and short term deposits. However, the
exposures of Interest Rate Risk are within the acceptable parameters to optimize the
Company’s return
iii. Commodity Risk - Commodity risk arises from fluctuation of value of commodity in
terms of price, quantity, and cost of the market from or to which the Company procure
or sell product respectively. The Company does not have any significant exposure to
commodity price risk.
The Directors are responsible for the governance of the Company, as part of preparation and
presentation of the Financial Statements, the Directors confirm, to the best of their knowledge that:
‣ The financial statements prepared by the Management of the Company presents fairly its
state of affairs, the result of its operations, cash flows and changes in equity.
‣ The system of internal control is sound in design and has been effectively implemented and
monitored.
‣ The 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.
‣ The Board of Directors’ have made appropriate examinations and analysed the significant
financial, operating as well as other indicators for enabling them to understand the ability of
the Company to continue its operations for a foreseeable period.
‣ The Board of Directors’ is satisfied and has a reasonable expectation that the Company has
adequate resources to continue its operation consistently for the foreseeable future. Hence,
the Company adopted the going concern basis in preparing of the Company’s financial
statements.
‣ The Company issued IPO Share in 2003 and Rights Share in 2011. No further issuance of any
kind was made since then.
‣ No remuneration was paid to any Director of the Company during the year.
‣ The key operating and financial data for the last five (5) years, discussion on cost of goods
sold, gross profit margin and net profit margin and explanation on significant deviation from
the last year’s operating results are disclosed in Annex I.
‣ Details of the Board Meetings held, attendance in the meetings are disclosed in Annex II.
‣ A declaration signed by the CEO and CFO to the Board as required under the Corporate
Governance Code is disclosed in Annex VI.
‣ A Management’s Discussion and Analysis signed by CEO presenting detailed analysis of the
Company’s position and operations along with a brief discussion of changes in the financial
statements is disclosed in Annex VII.
2.75%
Islam Cement Ltd.
35.89%
Other Shareholders
2.49% 58.87%
Sinha Fashions Ltd. Surma Holding B.V.
Surma Holding B.V., incorporated in The Netherlands, owns 58.87% shares of your Company. Lafarge
S.A. (a subsidiary of Holcim) owns 50% shares of Surma Holding B.V., and the other 50% are owned by
Cemolins Internacional S.L.U. of Spain.
ABOUT HOLCIM
Holcim builds progress for people and the planet. As a global leader in innovative and sustainable
building solutions, Holcim is enabling greener cities, smarter infrastructure and improving living
standards around the world. With sustainability at the core of its strategy Holcim is becoming a net
zero company, with its people and communities at the heart of its success. The company is driving
circular construction as a world leader in recycling to build more with less. Holcim is 60,000 people
around the world who are passionate about building progress for people and the planet through
four business segments: Cement, Ready-Mix Concrete, Aggregates and Solutions & Products. More
information is available on https://www.holcim.com.
Cementos Molins is one of the most important companies in the sector in Spain. Born as a family
business, over the years, it has developed products of recognized prestige in the construction
materials industry, keeping intact its traditional values of integrity, continuous improvement,
efficiency, passion, sustainability and environmental protection. Cementos Molins operates in Spain,
Argentina, Uruguay, Mexico, Bolivia, Colombia, Tunisia and Bangladesh. In addition to cement, it
participates in the business of concrete, aggregates, prefabricated concrete, special mortars,
adhesive cements and eco-materials. More information is available on https://www.cemolins.es.
Besides Surma Holding B.V., other sponsors of this venture are Islam Cement Limited and Sinha
Fashions Limited from Bangladesh.
The Board of Directors’ of the Company has twelve (12) members. Three (3) of them are
Independent Directors.
Mr. Rajesh Kumar Surana, Director and Chief Executive Officer of the Company submitted his
resignation, which was accepted by the Board of Directors effective from February 14, 2023.
The Members of the Board very gratefully acknowledged the valuable contributions of Mr.
Surana during his tenure in office and wish him all the success in his new enlarged role at
Holcim Group.
Ms. Naheed Akhter, Director, submitted her resignation which was accepted by the Board of
Directors effective from March 28, 2023. The Board acknowledged the valuable contributions
and guidance of Ms. Akhter during her association with the Company.
In accordance with Article 15.1.2 of the Articles of Association of the Company, Surma Holding
B.V., the parent company of the Company, on February 9, 2023 nominated Mr. Mohammad
Iqbal Chowdhury on the Board of Directors of the Company. Following the nomination, the
Board of Directors appointed Mr. Chowdhury as Director of the Company.
In accordance with Article 15.2.1 of the Articles of Association of the Company, the Board of
Directors appointed Mr. Mohammad Iqbal Chowdhury as the Chief Executive Officer of the
Company, for a term of five (5) years from February 15, 2023, subject to ratification by the
shareholders of the Company in a General Meeting.
Dr. Rubana Huq, Independent Director, completed one (1) term of three (3) years in office.
Pursuant to the provisions of the Corporate Governance Code, the Board of Directors’
reappointed Dr. Rubana Huq as Independent Director for a 2nd term of three (3) years,
effective from December 7, 2022.
It is proposed that the Shareholders approve the appointment of Dr. Rubana Huq as an
Independent Director of the Company, not liable to retire by rotation at the 25th Annual
General Meeting of the Company.
Pursuant to Regulation 79 of Schedule I of the Companies Act, 1994, the following Directors of
the Board shall retire at the 25th Annual General Meeting. Being eligible they offer themselves
for re-election:
Credentials of the above mentioned three Directors are provided on page numbers 7, 9 & 11 in
this Annual Report.
For ensuring good governance, the Board of Directors’ have formed two sub-committees.
The Audit Committee consists of three (3) Directors including one (1) Independent
Director as the Chairman of the Audit Committee. The Audit Committee ensures that
adequate internal checks & balances supported by adequate Minimum Control Stan
dards as defined by the Sponsor Groups are in place for detection of errors, frauds and
other deficiencies. The Audit Committee also ensures compliance of requirements of
Bangladesh Securities & Exchange Commission (BSEC). The Audit Committee reviews
the Quarterly and Annual Financial Statements. The Audit Committee also reviews
adequacy and effectiveness of financial reporting process, accounting policies, internal
control and risk management process. In addition, the Audit Committee oversee the
compliance and provides necessary advices to the Management and Board of
Directors’ to ensure running the business in 100% compliance of the applicable laws,
policies and directives.
The Nomination and Remuneration Committee (NRC) consists of three (3) Directors
including one (1) Independent Director as Chairman of the NRC to set the principles,
parameters and governance framework for the nomination and remuneration of the
Directors, Key Managerial Personnel, Top-Level Executives and other employees
comprising the senior management.
In 2022, the Board of Directors’ of the Company met on six (6) and Audit Committee of the
Company met on four (4) occasions respectively. The NRC of the Company met on one (1)
occasion.
The meetings of the Board of Directors’, Audit Committee and NRC meetings were held
virtually (except 1 (one) Board of Directors meeting that was held in Zug, Switzerland on
October 13, 2022) in terms of the Bangladesh Securities and Exchange Commission’s (BSEC)
Order No. SEC/SRMIC/94-231/25 dated July 08, 2020.
The details including dates of the meetings and attendance records of the Directors are
annexed to this Annual Report as Annex II. The Directors who could not attend the meetings
were granted leave of absence.
In 2022, the Company received two (2) prestigious awards in the field of Corporate Governance and
Corporate Social Responsibility (CSR). The Institute of Chartered Secretaries of Bangladesh (ICSB)
recognised the Company for Corporate Governance Excellence and The Daily Star & CSR Window
awarded the Company for its contribution in the healthcare sector at the “A Better Tomorrow CSR
Awards 2022”.
15. AUDITORS
(a) Auditors Report
The Statutory Auditors of the Company submitted their Report to the Shareholders on the
Consolidated Financial Statements, which is forming part of the Annual Report.
Pursuant to Section 210 of the Companies Act, 1994, the Company’s Statutory Auditors; M/s
Hoda Vasi Chowdhury & Co., Chartered Accountants, retire at the 25th Annual General Meeting
of the Company on completion of consecutive term of three (3) years. They are not eligible for
reappointment as per BSEC Notification on financial reporting and disclosure dated June 20,
2018 and Dhaka & Chittagong Stock Exchange (Listing) Regulations, 2015 dated June 30, 2015.
M/s Nurul Faruk Hasan & Co., Chartered Accountants expressed their interest to be appointed
as statutory auditors of the Company for the year 2023. The Board of Directors has accepted
the willingness of M/s Nurul Faruk Hasan & Co., Chartered Accountants, as per
recommendation of Audit Committee, for appointment as statutory auditors for the year
ending December 31, 2023 which is being placed in the 25th Annual General Meeting.
Every year, the Company obtains a certificate of compliance from a Practicing Professional
Accountant/Secretary (Chartered Accountant/Cost and Management Accountant/Chartered
Secretary) regarding compliance of conditions of the Corporate Governance Code.
M/s Al-Muqtadir Associates, Chartered Secretaries & Consultants completed three (3)
consecutive years and shall retire at the 25th Annual General Meeting of the Company. The
Company need to change the Compliance Auditors every three (3) consecutive years for the
good Corporate Governance.
M/s Mohammad Sanaullah & Associates, Chartered Secretaries & Management Consultants
expressed their interest to be appointed as compliance auditors of the Company for the year
2023. The Board of Directors has accepted the willingness of M/s Mohammad Sanaullah &
Associates, Chartered Secretaries & Management Consultants, as per recommendation of
Audit Committee, for appointment as compliance auditors for the year ending December 31,
2023 which is being placed in the 25th Annual General Meeting.
Though construction activities got back to normal after COVID 19, global and external challenges
stalled the construction industry and interrupted the growth. The shipping crisis ignited the freight
costs to increase by USD 6-7/ per tonne, which in turn increased the costs of imported raw materials
abnormally. In addition, the surge in the diesel price caused logistics costs to increase by 20%-30%
across the country. Most projects and individual house builders (IHB) segments have slowed down
for lower funds, high priced construction materials, no revision to schedule of rates, non-payment of
contractors, and problems in opening LCs for dollar crisis. Meanwhile, the Government has decided
to stop the subsidy in the power sector eventually and as a first step increased the natural gas price
to ~179% and electricity price to ~15% recently. Cement prices however remained stagnant and the
abnormal increase in the raw material costs could not be passed on to the consumers for the high
competition in market.
Bangladesh is still one of the lowest consumers of cement products in the world, with per capita
cement consumption of around 200 kg, despite the rapid growth of the industry.
17. ACKNOWLEDGEMENTS
Your Directors are thankful to the various departments and offices of the Government of
Bangladesh, the Government of India and the State Government of Meghalaya for their continued
guidance and co-operation. The Directors are grateful to all the valuable stakeholders of the
Company viz. customers, dealers, vendors, banks, suppliers, business partners for their relentless
support and services during the year. The Directors are also obliged to the local communities around
the Surma Plant in Chhatak, Mongla Plant, Meghnaghat Plants and the Quarry in Meghalaya for the
support received. The Directors would like to recognize the efforts of the management and all
employees of the Company and thank them for their dedication and perseverance. The results
achieved are outstanding and were only possible due to their robust and continued believe in
building a better Company every day. Finally, the Directors are grateful to the Shareholders for their
continued and valuable support to the Company.
Christof Hässig
Date: April 7, 2023 Chairman
CORPORATE
GOVERNANCE
STATEMENT
The Board of Directors present the Report on Corporate Governance pursuant to the Bangladesh
Securities and Exchange Commission Notification on Corporate Governance dated June 3, 2018 (the
“Corporate Governance Code”) for the year ended December 31, 2022.
At LafargeHolcim Bangladesh Limited (the “Company’), Corporate Governance has been an integral
part of the way we have been doing our business since inception. We believe that good Corporate
Governance emerges from the application of the best and sound management practices and
compliance with the laws coupled with adherence to the highest standards of transparency and
business ethics.
The Company places great emphasis on values such as empowerment and integrity of its employees,
safety of the employees and communities surrounding our plants, transparency in decision making
process, fair and ethical dealings with all, pollution free clean environment and last but not the least,
accountability to all the stakeholders.
Throughout its existence spanning over 26 years, the Company has effectively sustained and
nurtured itself since its inception with highest levels of professionalism. Our core principles
represent the edifice of our two tier governance model, with the Board of Directors and the
Committees of the Board at the apex, and the management structure at the operational level. The
Board and its Committees guide, support and complement the management team’s ideas and
initiatives, which in turn assumes accountability, strives to achieve the set objectives and enhances
value creation for all.
The business of the Company is a thrifty three-tier pursuit resulting from the concerted governance
of the Shareowners, the Board of Directors and the Management Team - all having a thoroughly and
distinctly delineated area of governance. It is a perfect stature of 'corporate democracy' as outlined
below:
Shareholders
The Board is constituted by the shareholders, from amongst the shareholders and at a meeting of
the shareholders. They appoint and authorize the directors, appoint the statutory and compliance
auditors, approve the audited financial statements and hold the directors accountable for the
conduct of business. The Board reports to the Shareholders at the AGM.
Board of Directors
The Board and its sub-committees are tasked with specific responsibilities as per law and the Articles
of Association of the Company. Based on their specific charter, they delegate the authorities and
control measures, set strategies of investment and business and exercise their control and
supervision over the Executive Management.
Management Team
The Executive Team of Management concentrates on the actual day-to-day affairs and management
of business with meticulous compliance of laws of the land and the associated rules and regulations.
They perform squarely within the mandated areas of operations and answerable to their line of
hierarchy - the Board of Directors, who in turn reports to the Shareholders.
Thus, the undertaking in the Company is a blend of shared stewardship and governance recognised
by global practices and corporate culture.
The Company is professionally managed it’s function under the overall supervision of the Board of
Directors. The Board of Directors is made up of eminent and qualified persons who ensure that the
tradition of demonstrating high standards of Corporate Governance is maintained. The Board of
Directors sets out the overall corporate objectives and provides direction and independence to the
Management to achieve these objectives for value creation through sustainable profitable growth.
The Board of Directors seeks accountability of the Management in creating long term sustainable
growth leading to the fulfilment of stakeholders' aspirations. It also sets out standards of corporate
behaviour and ensures compliance with laws and regulations.
I. All companies shall have effective representation of Independent Directors on their Boards, so
that the Board, as a group, includes core competencies considered relevant in the context of each
company;
II. At least one-fifth (1/5) of the total number of directors in the company’s Board shall consist of
Independent Directors;
As on March 2, 2023, the Board comprised (12) Directors, consisting of one (1) Non-Executive
Chairman, three (3) Independent Directors, seven (7) Non-Executive Directors and one (1) Executive
Director. The Chief Executive Officer (CEO) of the Company is the only Executive Director. An
independent director is the chairperson of each of the Board committees – namely Audit Committee,
and Nomination and Remuneration Committee.
The Board of Directors play a fundamental role in upholding and nurturing the principles of good
governance. The Board of Directors is the highest body of the governance of the Company, who
works within the framework of the Memorandum & Articles of Association of the Company, as
approved by the Shareholders.
75%
75% 25% Male Directors
25%
Non-Executive Directors Independent Directors
and Executive Director
Female Directors
Non Executive
Directors 7.3 6 >4 years
Independent
Directors 3.17 5 >2–4 years
Executive
Director <1 1 <1-2 years
0 1 2 3 4 5 6 7 8 0 1 2 3 4 5 6 7
• The primary role of the Board of Directors is that of a trustee – to set and protect the culture
and values for the Management, by ensuring high ethical standards. It provides strategic
guidance and direction, monitors operational performance and ensures that robust policies
and procedures are in place.
• The Board has a fiduciary responsibility to ensure that the Company has clear goals aligned to
shareholder value and its growth.
• The Board of Directors, through its various Committees, reviews the identified risks and the
mitigation measures undertaken/to be undertaken in respect thereof, ensures integrity in the
Company's accounting and financial reporting systems, adequacy of internal controls and
compliance with all relevant laws.
• In particular, the Board of Directors reviews and approves quarterly/half yearly unaudited
financial results and the audited annual financial statements, corporate strategies, business
plans, annual budgets, sets corporate objectives and monitors its implementation and
oversees the major capital expenditure.
• The Board monitors overall operating performance, H&S performance and reviews such other
items which require the Board of Directors attention. It directs and guides the activities of the
Management towards achieving set goals and seeks accountability.
• It also sets standards of corporate behaviour and ensures transparency in corporate dealings.
The Agenda for the Board Meetings are supported by relevant information, documents and
presentations to enable the Board of Directors to take informed decisions. The Agenda is sent
out to the Directors within the prescribed time period.
• In compliance with clause 1(5) of the Corporate Governance Code and section 184 of the
Companies Act, 1994, the Board of Directors has placed its Report before the Shareholders,
which forms part of the Annual Report 2022.
The Chairman leads the Board of Directors. The Chairman is responsible for fostering and promoting
the integrity of the Board of Directors while nurturing a culture where the Board of Directors works
harmoniously for the long-term benefit of the Company and all its stakeholders. The Chairman is
primarily responsible for ensuring that the Board of Directors provides effective governance to the
Company. In doing so, the Chairman presides over meetings of the Board of Directors and of the
Shareholders of the Company.
The Chairman is responsible for the providing leadership and governance of the Board of Directors
and ensures that all key and appropriate issues are discussed by the Board of Directors in a timely
manner. He promotes effective relationships and open communication, and creates an environment
that allows constructive debates and challenges, both inside and outside the Boardroom, between
Independent & Non-Executive Directors and the Management. He ensures that the strategies and
policies agreed by the Board of Directors are effectively implemented by the Chief Executive Officer.
He sets, in consultation with the Chief Executive and Company Secretary, the Board meeting
schedule and agenda to take full account of the important issues facing the Company and the
concerns of all Directors, and ensures that adequate time is available for thorough discussions on
critical and strategic issues.
The Chairman establishes good corporate governance practices and procedures and promotes the
highest standards of integrity, probity and corporate governance throughout the Company and
particularly at Board level. The Chairman works actively with the Nomination and Remuneration
Committee to plan the composition of the Board, induction of Directors to the Board, plans for
Director Succession, leads the Board evaluation process and engages with individual directors to
provide constructive feedback and advice.
The role of the Independent Directors is to ensure Board effectiveness to maintain high-quality
governance of the organization and the effective functioning of the Board. In compliance to the
Notification, there are three (3) Independent Directors, on the Board of Directors of the Company.
The Independent Directors are appointed by the Board of Directors and approved by the
Shareholders in the Annual General Meeting (AGM). Independent Directors are appointed for a
period of 3 (three) years, which may be extended for 1 (one) term only. The Independent Directors
shall (i) not subject to retire by rotation, (ii) not serve as "Independent Directors" in more than 5 (five)
listed companies and (iii) meet the criteria requirements of clause 1(2)(b) and clause 1(3) of the
Corporate Governance Code.
(III) CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
In compliance of clause 3 of the Corporate Governance Code, the Board of Directors has appointed
CEO and CFO of the Company.
The CEO is an Executive Director of the Company. CEO is in overall operational control and
responsible for the day-to-day working of the Company in terms of the Articles of Association of the
Company. He provides strategic directions, lays down policy guidelines and ensures implementation
of the decisions of the Board of Directors and its various Committees and functions under the
superintendence, direction and control of the Board of Directors.
The CFO operates the Finance Department and reports to CEO of the Company. The CFO does not
hold any executive position in any other company at the same time. The Board of Directors has
clearly defined his roles, responsibilities and duties. The CFO attends the meetings of the Board of
Directors.
(IV) COMPANY SECRETARY (CS) AND HEAD OF INTERNAL AUDIT & COMPLIANCE (HIAC)
In compliance of clause 3 of the Corporate Governance Code, the Board of Directors has appointed a
CS and HIAC of the Company.
The CS has the prescribed qualifications, to perform the duties as a secretary under the Bangladesh
Companies Act, 1994 (the “Act”). The CS is functionally responsible to the Chairman of the Board of
Directors and administratively to the CEO.
The Company has in place an internal audit function which functioning reports to the Audit
Committee providing reasonable assurance that its key organizational and procedural controls are
effective. The HIAC, shall oversee and be responsible for the internal audit and compliance activity of
the Company and its subsidiary companies. In addition the HIAC reports administratively to the CFO
of the Company on day to day activities of internal audit function.
The Company Secretary and Head of Internal Audit & Compliance of the Company do not hold any
executive position in any other company at the same time. The Board of Directors has clearly defined
their respective roles, responsibilities and duties. They attend the meetings of the Board of Directors.
The Board of Directors comprises of highly renowned professionals drawn from diverse fields. They
collectively bring with them a wide range of skills and rich experiences, which enhances the quality
of the Board's decision making process. The profile of the Directors’ is enclosed to this Annual Report.
The Independent Directors and their competencies are precisely as per the CG Codes
prescribed by BSEC,
None of the Independent Directors is more than six years at the Board,
Roles and responsibilities of the Chairman, Directors and CEO are clearly demarcated,
Roles and functions of the Board and Management are clearly delineated,
Thus the Company Board is capable to deliver the utmost 'collective wisdom' to the Company.
In terms of the present Articles of Association of the Company (the “Articles”), none of the
Independent Director or the Non-Executive Directors receive any sitting fees or remuneration from
the Company. The CEO, who is an Executive Director, is paid as per the terms and conditions of his
employment contract with the Company. The Company provides for the travel arrangements for the
Directors attending the Board meetings of the Company.
Six (6) Board meetings were held in the year 2022 among which five (5) Board meetings were held
virtually on account of travel restrictions and social distancing requirements and one (1) Board
meeting was held physically. The Company records the Minutes of the meetings as well as keeps
required books and register in line with the provisions of the relevant Bangladesh Secretarial
Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as
those standards are not inconsistent with any condition of this Code.
BOARD COMMITTEES
For better, quicker and informed flow of information and thereby exercising effective governance,
the Board has also constituted two (2) sub-committees, viz: Audit Committee and Nomination and
Remuneration Committee. These Committees assist the Board in the efficient discharge of its
responsibilities. The role of the Board Committees is to review and assess respective areas and to
advise and make recommendations to the Board. Each Committee operates in accordance with the
respective terms of reference (ToR), as approved by the Board. The Board also appoints the members
and Chairman of each Committee. Minutes of the Committee meetings are placed for review at the
following Board meeting of the Company.
BOARD OF DIRECTORS
The Composition of the Audit Committee and details of the Members participation at the meetings
of the Committee, and a report on the activities carried out by the Audit Committee are enclosed to
this Annual Report.
As required by clause 6(5)(c) of the Notification, the Nomination and Remuneration Policy and the
evaluation criteria and activities of the NRC during the year are enclosed to this Annual Report.
The effectiveness of the Board, Independent Directors and Chairman is crucial to the overall success
of the Company. In line with the requirements of the Corporate Governance Code, the Company
undertakes a formal assessment of the operation of the Board of Directors annually. The evaluation
is an important part of the Board’s corporate governance framework and is based on the criteria and
framework adopted by the Nomination and Remuneration Committee of the Company and approved
by the Board of Directors.
The evaluation is carried out through tailored questionnaires pragmatically structured to draw out
significant issues that are relevant to the Board, each of the three (3) Independent Directors and the
Chairman of the Board of Directors. The questionnaires are aimed at identifying any areas for
improvement as given below: -
• Confidentiality
• Adherence to Code of
Conduct
• Negative press
Evaluation process
1 2 3 4
Tailored Secured online Results for the Final Report –
questionnaires platform for response of the Outcome and
prepared in providing the evaluation feedback
accordance to responses complied discussed at the
the criteria (Google Forms) internally by Q1 of 2023
framed by NRC Company Board Meeting
and approved Secretary and and Action Plan
by the BOD. shared with agreed.
Chairman.
A report in respect of the feedback from the Directors in the evaluation questionnaires and
suggested recommendations for areas to focus on in the coming year was presented to the Board for
consideration, following which an action plan was agreed. Overall, the review determined that the
Board as a whole has been functioning as a cohesive body which is well engaged with different
perspectives. There is a good balance of skills and experience on the Board to ensure the delivery of
stakeholder goals. Independent Directors are hard-working and demonstrate a strong commitment
to the principles guiding the Company. Behaviour in the boardroom is mostly seen to be
constructive. There is very strong confidence in the leadership of the Board; and the Company
Secretariat Department is functioning effectively.
SUCCESSION PLANNING
The Nomination and Remuneration Committee works with the Board of Directors on the leadership
succession plan to ensure orderly succession in appointments to the Board. The Company strives to
maintain an appropriate balance of skills and experience within the organization and the Board in an
endeavour to introduce new perspectives while maintaining experience and continuity.
The Board members bring to the table their broad and diverse skills and viewpoints to aid the
Company in advancing its strategy.
1 2 3 4
Board delegates NRC based on Board Proposal is
the screening the defined recommends placed before
and selection criteria, makes appointment of Shareholders
process to the recommendatio director to the for approval
NRC ns to the Board Shareholders
The Executive Committee operates within the framework of the strategic policies laid down by the
Board of Directors and is responsible and accountable for overall business deliverables. The
Executive Committee meets on a regular basis to review and monitor the performance vis-a-vis the
annual plans and budgets, discusses cross functional operational issues and addresses business
challenges and issues.
SUBSIDIARY COMPANIES
The Company has 2 (two) subsidiary companies i.e. Lafarge Umiam Mining Private Limited and Lum
Mawshun Minerals Private Limited (collectively the “Subsidiary Companies”). In compliance with
Clause 2 of the Notification:
I. The Company reviews the affairs of the Subsidiary Companies and the minutes of the Board
Meeting of the Company records the same.
II. Minutes of the Board Meetings of the Subsidiary Companies are placed for review at the
following Board meeting of the Company. The Audit Committee of the Company also reviews
the Financial Statements of the Subsidiary Companies at the Meetings of the Audit
Committee and Board of Directors of the Company
III. The financial results of the Subsidiary Companies are also provided to the Audit Committee
for an overview prior to their consolidation with the Parent Company
No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the
Bangladesh Securities and Exchange Commission or by any statutory authority on any matters
related to capital markets during the last three years.
The Company emphasises on high standards of business integrity through its Code on Business
Conduct Policy (COBC), which must be followed by all employees and Directors of the Company. The
Company has zero tolerance for any behaviour that is inconsistent to the COBC. The Board of the
Company had also laid down a code of conduct, based on the recommendation of the NRC for the
Chairperson of the Board, other Board Members, CEO. The COBC lays emphasis amongst other
things, on the integrity at workplace and in business practices, honest and ethical personal conduct,
diversity, fairness and respect etc. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure
To raise awareness of the COBC amongst employees, the Company conducts regular awareness
workshops right from the induction stage to periodic face to face training and annual online
e-learning courses. The Company has also undertaken various initiatives to enhance the accessibility
and outreach of its compliance culture.
The conduct of all employees, including Directors and all other employees, must be in accordance
with the COBC. Apart from adhering to the tenets articulated in the COBC, all employees and Board
Members have confirmed their commitment and compliance by executing a declaration of
compliance annually.
The Company has been carrying out extensive training sessions for creating awareness among
relevant employees on fair competitive practices. In 2022, trainings were organized over video
conference and physical training was held. The training sessions audience was primarily those in
sales and procurement functions, on various aspects of competition law and on behaviour aspects
for ensuring fair competition in the market place. E-Learning training is imparted to all such
employees in addition to face-to-face training.
In addition to the above, the processes of the Company are subject to periodic reviews and, where
required, have been further strengthened.
(iii) Compliance
The Company’s Corporate Governance philosophy encompasses not only regulatory and legal
requirements, but also compliance with other best practices aimed at a high level of business ethics,
effective supervision and enhancement of value for all shareholders and stakeholders. Some of such
initiatives include :
The Directors expressly confirm that the financial statements have been prepared in accordance with
the Bangladesh Accounting Standards and applicable rules and regulations. A statement on
implementation of the different accounting standards is set out at the Directors' Report and at notes
to the financial statements.
The Board and General Meetings of the Company and subsequent preparation of minutes of
meetings, as also other necessary pre-meeting requirements viz: serving of notices, agenda, passing
of resolutions etc. are precisely done as per the Bangladesh Secretarial Standards (BSS) as adopted
by the Institute of Chartered Secretaries of Bangladesh (ICSB). Such compliances are also reflected
and mentioned in the Certificate of Compliance appended in this Report.
The Company is committed to the high standards of corporate governance and stakeholder
responsibility.
In 2021, the Company introduced the Integrity Line and a “one stop service” for all Compliance
related documents and literatures - the ‘Integrity Kiosk’ both virtually and in physical locations across
the country.
The Company has an ethics advice and reporting system called the Integrity Line to deal with
instances of report violations of the COBC, policies, or directives or any other breaches of law fraud
and mismanagement, if any. The Integrity Line ensures that strict confidentiality is maintained whilst
dealing with concerns and also ensures that no discrimination is meted out against any person for a
genuinely raised concern. The Integrity Line can be contacted to report any suspected or confirmed
incidence of violations of COBC, policies, or directives or any other breaches of law fraud and
mismanagement.
The Company has in place an Insider Dealing and Share Transaction Restrictions Policy (Insider
Trading Policy) to govern Price Sensitive Information, disclosure of Insider Information and on
trading on Company Securities by employees. The Insider Trading Policy prohibits the purchase or
sale of the Company’s shares by the Directors and their immediate relatives, designated persons and
connected persons, while in possession of unpublished price sensitive information in relation to the
Company and during the period(s) when the Trading Window to deal in the Company’s shares is
closed.
MEANS OF COMMUNICATION
Financial reporting system is the backbone of a successful information structure. The Company has
strong financial reporting procedures in place. Financial statements are prepared in accordance with
International/Bangladesh Financial Reporting Standards (IFRS/BFRS), the Companies Act 1994, the
Securities and Exchange Rules 1987 and other applicable financial legislations. These financial
statements, once prepared, are reviewed initially by CFO and CEO and then by the Audit Committee
on a regular basis. The statutory auditors review the annual financial statements prepared in
accordance with the local financial reporting policies and Company procedures. After all internal
scrutiny, the financial reports are placed before the Board for final review and approval.
The Company follows a robust process of communicating with its stakeholders and investors. For this
purpose, it provides multiple channels of communications viz. through dissemination of information
on the online portal of the Stock Exchanges, Press Releases, the Annual Reports and uploading
relevant information on its website.
The unaudited quarterly results (both standalone and consolidated) are announced within 45 days of
the close of the first quarter and within 30 days of the Second Quarter & Third Quarter. The audited
annual results are announced within 120 days from the close of the financial year, as required under
Listing Regulations. The aforesaid financial results are disseminated to the Stock Exchanges within
thirty minutes from the close of the Board Meeting at which these are considered and approved. The
results are published in leading daily newspapers having national circulation and online newspapers.
The audited financial statements form a part of the Annual Report which is sent to the Members
within the statutory period and well in advance of the Annual General Meeting.
The Annual Report of the Company, the quarterly/half yearly results and the annual audited financial
statements and the press releases of the Company are also placed on the Company's website:
https://www.lafargeholcim.com.bd/ and can be downloaded.
The Company discloses to the Stock Exchanges, information required to be disclosed including
material information which have a bearing on the performance/operations of the Company or which
is price sensitive in nature. All information is filed electronically on Dhaka and Chittagong exchanges
online portal.
The Board of Directors decides on the materiality of information for the purpose of making
disclosure to the Stock Exchanges.
All disclosures made to the Stock Exchanges are also made available on the Company's website and
can be accessed through web link: https://www.lafargeholcim.com.bd/financial-reports
As a Company that is constantly focused to uphold standard corporate practices, the Company
maintains internal health and safety policies and procedures and country's regulations to ensure a
safe working environment. The issues of staff health, safety and security are paramount to the
Company and we are working with our employees to ensure that health and safety standards are
maintained and improved. LafargeHolcim Bangladesh Limited provides adequate life and
hospitalization insurance coverage to all its permanent employees.
The records, documents and assets are of prime importance to the Company. The Board recognizes
its role as the Trustees of the investors' funds. And, as such, it assigns special care to protect and
safeguard the records, documents and all assets of the Company. From acquisition to disposal of
assets due transparency and accountability is ensured keeping in mind the interests of the investors.
Implementation of adequate safety and security measures followed by periodic check and physical
verification of the assets are duly ensured. Accuracy and genuineness of the inventory of assets are
thoroughly checked with actual situation. The assets are properly insured with renowned insurance
companies against fire and industrial risks. Records of the Company are systematically preserved to
ensure adequate and timely retrieval as and when necessary.
The divisibility of dividend and its payout is an annual exercise of the Board. Being a yearly
entitlement of the shareholders, the Board strives to ensure the highest pragmatic return of dividend
to them. To that end, the Board has instituted an allocation strategy which forms the basis for fund
provisioning, appropriation and distribution of dividend. The allocations are worked out taking into
consideration the primary business performance of the year, over against its strategic initiatives,
future engagements, investments, equity build-up, long and short-term obligations and the vital
working capital needs. The Board believes that it is in the best interest of the Company to frame out
a long term and predictable future dividend policy that is sustainable and could also be in the
foremost benefit interest of the shareholders. Abiding by the requirements, the dividends once
declared are transferred to a separate dividend account. Further, the unclaimed dividends are
treated meticulously as per the regulatory guidelines. LafargeHolcim Bangladesh Limited being a
listed entity, the Board always upholds full transparency for all to make informed investment in the
Company. A summary of unclaimed dividend is presented at the Directors' Report and at 'notes to the
annual accounts' of the Company.
The cash dividends are paid directly to the respective bank accounts within 15 days and not more
than 30 (thirty) days of the date of approval by the shareholders at the AGM and the date of Board
approval in the case of an interim dividend, subject to compliance with BSEC or Bangladesh Bank or
other regulatory authority circulars/directives from time to time.
Unpaid or unclaimed cash dividends for less than three years from the declaration date shall be paid
to shareholders upon application and disbursed within the time period specified. In case of the cash
or stock dividend for more than three years from the declaration date shall be settled as per the
instructions of the BSEC or other regulatory authorities from time to time.
STATUTORY AUDITORS
The Audit Committee recommends and the Board endorses the appointment of the Statutory
Auditor which is approved by the Shareholders at the Annual General Meeting. Along with the
appointment, the Shareholders also fix the remuneration of the Statutory Auditors.
In compliance with the BSEC Notification on financial reporting and disclosure dated June 20, 2018,
and Dhaka Stock Exchange (Listing) Regulations, 2015 dated June 30, 2015, the statutory auditors are
not appointed for a consecutive period exceeding three (3) years.
The Audit Committee meets with the Statutory Auditors to ensure that the auditors are acting
independently and reviews the financial statements before submission to the Board for approval.
The Financial Statements included in this Annual Report have been audited by M/s. Hoda Vasi
Chowdhury & Co., Chartered Accountants.
Every year, the Company obtains a certificate from a Practicing Professional Accountant/ Secretary
(Chartered Accountant/ Cost and Management Accountant/ Chartered Secretary) regarding
compliance of conditions of the Corporate Governance Code and send the same to the Shareholders
along with the Annual Report.
The compliance certificate issued by M/s. Al-Muqtadir Associates, Chartered Secretaries &
Consultants., is appended as Annexure - IX to this Report.
The status of compliance with the Corporate Governance Code is captured in the checklist appended
as Annexure - X to this Report.
SUMMARY
Effective governance is a continuous process that must weave all functions and employees of the
Company into a unified whole to attain the ultimate corporate goals. Being a fully compliant entity,
the Company upholds the spirit of transparency and accountability to the society through the
establishment of an effective governance regime. Hence, the Company drives good governance
procedures across all functions, as it is a key input in managing the business professionally,
effectively and responsibly, which makes it transparent, ethical and law abiding, while ensuring
accountability.
Overall, the Company upholds its commitment to good corporate governance and pledge to
continue to work in meeting the best interests of our shareholders and all other stakeholder groups.
Annexure I
[As per condition No. 1(5)(xix)]
Taka in Million
Particulars 2022 2021 2020 2019 2018
Revenue 23,594 20,534 16,222 17,840 16,632
Gross Profit 8,334 6,640 4,606 4,532 4,100
Operating profit 5,970 4,840 2,954 2,921 2,310
Profit before tax 5,744 4,828 2,849 2,681 1,883
Profit for the year 4,445 3,882 2,361 1,737 1,115
Property, plant and equipment 16,033 16,384 16,675 16,531 16,665
Goodwill 318 318 318 318 318
Intangible assets 2,170 2,210 2,293 2,520 2,614
Current assets 10,450 10,710 6,933 7,414 7,149
Share capital 11,614 11,614 11,614 11,614 11,614
Retained earnings 5,872 8,163 5,442 4,242 3,666
Shareholders' equity-Parent company 17,711 19,794 17,289 16,199 15,578
Non-controlling interests (0.180) (0.210) (0.170) (0.134) (0.066)
Equity 17,710 19,794 17,289 1,6199 15,578
Current liabilities 8,917 7,153 5,941 7,243 6,978
in BDT
Particulars 2022 2021 2020 2019 2018
Net asset value per share 15.25 17.04 14.89 13.95 13.41
Net operating cash flow per share 5.76 5.23 3.91 3.52 2.68
Earnings per share 3.83 3.34 2.03 1.50 0.96
DISCUSSION ON COST OF GOODS SOLD, GROSS PROFIT MARGIN AND NET PROFIT MARGIN:
Year 2022, hoped to be a brilliant year following the end of pandemic. However, this was not the case it had to observed the
new Front of War in the Eastern Europe, which almost paralysed the Country’s economies in every sector, mainly on Energy
and Forex exchange area. Despite all these odds, your Company continued to be the best in class with many others new fronts
like growing in Aggregates, expanding the Geocycle footprint, increasing its TSR up to 7.25% from very basic, introducing two
new Green products. The efforts resulted in good savings of the costs and increase the profit despite spiralling hike of prices
of energy and almost all the raw materials. However, we have not carried out any extra-ordinary activities that resulted any
gain or loss.
Total Revenue of 2022 were BDT 23,594 million; out of these, Cement Business was BDT 21,299 million (2021: BDT 19,463
million) and Aggregate Business BDT 2,295 million (2021:BDT 1,072 million), with total 15% growth over 2021. However, profit
before tax grew by 19% with hard works and dedication by its employees and management.
25000 23,594
20,534
21000
17,840
16,632
17000 16,222
13000
9000
5000
2018 2019 2020 2021 2022
The Gross Profit Margin was improved by 26%. The Earnings Per Share (EPS) of the Company increased by 14% and stood at
Tk. 3.83 in 2022 whereas it was Tk. 3.34 in 2021.
6000 5,744
5000 4,828
4,445
3,882
4000
3000 2,849
2,681
2,361
1,883
2000 1,737
1,115
1000
2018 2019 2020 2021 2022
9000 8,334
8000
7000 6,640
6000
5000 4,532 4,606
4,100
4000 35%
3000 32%
2000 28%
24 25% 25%
1000
2018 2019 2020 2021 2022
Thanks to new business of Aggregates, increasing TSR percentage of 7.25%, aggressive cost challenges for production and logistic
operations, lower finance cost helped to achieve 14% % Earning Per Share (EPS) growth in 2022 over 2021. However, there was no
significance variance occurred between Quarterly Financial Performance and Annual Financial Statements of the Company. The
Company’s accounts reflect the performance of the Company after consolidation. Statements regarding the consolidated
performance are as under:
Annexure II
[As per condition No. 1(5)(xxii)]
Details of the Board Meetings held and attendance during the Year:
Dates on which the Board Meetings were held Total Strength of the Board No. of Directors Present
January 31, 2022 12 10
April 25, 2022 12 10
July 20, 2022 12 08
October 13, 2022 12 09
November 15, 2022 12 11
December 1, 2022 12 11
The Composition of the Nomination and Remuneration Committee (NRC) as of December 31, 2022 and details of the Members
participation at the meetings of the Committee are as under:
Annexure III
The Audit Committee is pleased to present its report to the Board of Directors of LafargeHolcim Bangladesh Limited (“LHBL”
or the “Company”) in accordance with Condition No. 5(6)(a) of the Corporate Governance Code issued by the Bangladesh
Securities & Exchange Commission (“BSEC”) vide its Notification dated June 3, 2018 (the “Corporate Governance Code”).
All members of the Audit Committee have the adequate qualifications as defined under the Corporate Governance Code.
MONITORING SYSTEM
Good monitoring system in
place within the business.
CORPORATE
GOVERNANCE CODE
COMPLIANCE Responsible for the duties set forth
Company complies with laws and by the board of directors in
regulations, internal policies and compliance with the corporate
material licenses and permits. governance guidelines
promulgated in Condition No. 5(5)
of the Corporate Governance Code.
As per its Terms of Reference, the Audit Committee has been authorized by the Board of Directors of the Company to have free
fair access to any information and activities within the business. Directors, members of management team and employees are
expected to cooperate with any request made by the Audit Committee. The Terms of Reference of the Audit Committee may
be amended from time to time as required for the business in line with the Corporate Governance Code, subject to approval
by the Board of Directors of the Company.
Review the annual, half-yearly and Quarterly financial - Ensure Business Risks Management Framework
statements & other financial results focusing on: adopted by the Company is effective in
identification, assessing and monitoring of risks &
- Compliance with applicable accounting & opportunities. Risks treatment plans are in place
reporting standards & other legal & regulatory followed by an implementation timeline;
requirements: - Ensure system of internal control is sound in design
- Choice of accounting policies & practices & and has been effectively implemented and
changes thereon; monitored. Provide recommendations to the Board
- Explanation on any significant variance that of Directors to improve the system of internal
occurs between quarterly and annual control derived from the findings of the internal &
financial performance: external auditors, Group auditors:
- Going concern assumption; and - Review extent of compliance with established
- Material adjustment arising from the audit. internal policies, standards, plans and procedures
including for example, the Company Standards of
Business Conduct;
- Ensure internal Policies, Directives and Standards
are in place and compliance with laws and
regulations are well monitored.
- Ensure Internal Audit has full. Free and unrestricted - Review any related party transactions along with a
access to all activities, records, property and statement showing amount, nature and basis of
personnel necessary to perform its duties as related party transactions and conflict of interest
defined in Audit Terms of Reference; situations that may compromise management's
- To review and approve the Internal Audit and integrity.
Compliance Plan in line with the Business Risks
Management Framework of the Company and
review of the Internal Audit and compliance Report
and ensure that appropriate actions have been
taken to implement the audit recommendations;
- To monitor Internal Audit and Compliance process
to ensure that it is adequately resourced and has
the competency and qualifications to complete its
mandates and approved audit plans.
- Oversee the hiring and performance of external - Reporting its activities to the Board. The report
auditors; details member composition, terms of reference,
- Oversee the determination of audit fees based on number of meetings held during the preceding year
scope and magnitude, level of expertise including the activities of internal audit services.
deployed and time required for effective audit and - Audit Committee is also required to immediately
evaluation of the performance of external auditors; report to the Board on the following findings, if any:
- Hold meetings with external auditors for review of - Report on conflicts of interests;
the annual financial statements before submission - Suspected or presumed fraud irregularity or
to the Board of Directors for approval or adoption; material defect in or the internal control system;
- Review the management letter on Risk - Suspected infringement of laws, including
Management and Internal Control weakness of the securities related laws, rules and regulations;
Company as issued by external auditors. - Any other matter that it deems necessary.
- Audit Committee is also responsible to review the
Board's statements on compliance with the CGC for
inclusion in the Annual Report.
- In the event that the Audit Committee has reported - Report on activities carried out by the Audit
to the Board of Directors about anything which has Committee, including the report made to the Board
material impact on the financial condition and of Directors under Condition No. 5(6)(a)(ii) during
results of operation and has discussed with the the year, is signed by the Chairperson of the Audit
Board and the management that any rectification is Committee and disclosed in the Annual Report of
necessary and if the Audit Committee finds that the Company.
such rectification has been unreasonably ignored,
the Audit Committee shall report such finding to the
(“BSEC"), upon reporting of such matters to the
Board of Directors for three (3) times or completion
of a period of six (6) months from the date of first
reporting to the Board of Directors, whichever is
earlier.
Meeting Attendance
In 2022, the Audit Committee met on four (4) occasions. Which were held virtually in accordance to the Bangladesh Securities
and Exchange Commission’s (BSEC) Order No. SEC/SRMIC/04-231/932 dated March 24, 2020.
The Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Head of Internal Audit & Compliance (HIAC) attended the
meetings as invitees.
The Audit Committee met with the statutory auditors on an annual basis to discuss about the financial reporting and
management letter on internal control weakness.
A record of the attendance of each member of the Audit Committee at the meetings held in 2022 forms part of the Annual
Report.
• Reviewed the quarterly and annual financial statements of the Company and its subsidiaries
FINANCIAL focusing on significant changes to accounting policies and practices, compliance with
REPORTING accounting and reporting standards and other legal requirements.
• Concluded that the financial statements presented a true and fair view of the Company's
financial performance before recommending them to the Board of Directors for approval.
• The Audit Committee closely monitored the Business Risk Management Framework adopted
by the Company.
• The Audit Committee has reviewed the progress of implementation of minimum control
standards followed by annual financial certifications.
• The Audit Committee reviewed the extent of governance and compliance has been
INTERNAL established within the organization and the level of communications to promote the
CONTROL speak-up culture for ethics, integrity and Code of Business Conduct.
• Reviewed the report on compliance of conditions of the Corporate Governance Code.
• Ensured internal Policies, Directives and Standards are in place and compliance related to
laws and regulations are well monitored.
• Reviewed the implementation and effectiveness of the Company's systems and processes
for ensuring compliance with all applicable laws, regulations, and material licenses and
permits.
• The Audit Committee reviewed the adequacy of Internal Audit activities carried out during
the year.
• The Internal Audit Reports were reviewed by the Audit Committee and monitored the
INTERNAL implementation of Audit recommendations to improve Internal Control Environment.
AUDIT • The annual internal audit plan 2022 and resource allocation for the Internal Audit Services
was reviewed and approved by the Audit Committee.
• All the audit recommendations have been reviewed and followed up by the Audit Committee
to ensure effective internal control and compliance at place.
• The Audit Committee appraised the external auditor’s audit plan, nature and scope of the
EXTERNAL audit plan, audit report and the overall performance of the external auditor for the year
AUDIT 2022.
• The Audit Committee also reviewed the comments and responses in Management Letters
issued by the statutory auditors for the year 2022.
• Reviewed reports of related party transactions showing amount, nature and basis of related
RELATED PARTY party transactions and conflict of interest situations that may raise questions of
TRANSACTIONS management integrity to ensure that all related party transactions are undertaken on an
arm’s length basis and consistent with the Company’s normal course of action.
Compliances
ICS 2022 Revenue and
FOCUS AREAS customer
credits
Accounting &
Sustainability
Treasury Human Fixed
Resource Assets &
Inventory
The full risk spectrum from market, operations, finance, legal, environmental and sustainability, to external risk factors of the
business environment is reviewed, including compliance, information technology and reputational risks. Key risks are
analyzed more deeply regarding their causes, and risk mitigating actions are defined by the Management. Risk transfer
through insurance solutions and the Internal Control system forms an integral part of the risk management process.
Recommendations
The recommendations of the Audit Committee are regularly placed before the Executive Committee and Board of Directors for
necessary action.
Annexure IV
The NRC is a sub-committee of the Board of Directors. The NRC is responsible to the Board of Directors and they assist the
Board of Directors in formulation of the nomination criteria or policy for determining qualifications, positive attributes,
experiences and independence of directors and top level executive (TLE) as well as a policy for formal process of considering
remuneration of directors and TLE’s.
In accordance with the requirements of the BSEC Notification, all members of the NRC are appointed by the Board of Directors.
The NRC comprises of three (3) non-executive directors. The Chairman of the NRC is an Independent Director. The Company
Secretary functions as the Secretary of the NRC.
During the year 2022, the Nomination and Remuneration Committee has recommended and accordingly the Board Directors
of LafargeHolcim Bangladesh Limited has approved Dr. Rubana Huq's reappointment as an Independent Director on
December 6, 2022 for a term of three (3) years i.e. up to December 5, 2025 by its Resolution dated October 3, 2022.
Bangladesh Securities and Exchange Commision (BSEC) has also approved the reappointment of Dr. Rubana Huq as per
condition No. 1(2)(c) of the Commission's Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated June 3, 2018.
THE NRC ALSO PERFORMED THE FOLLOWING FUNCTIONS DURING THE YEAR UNDER REVIEW:
a. Reviewed the mix and composition of the Board and Committees of the Company and those of its Subsidiaries,
b. Reviewed the background qualifications, positive attributes and level of independence of the directors in the Board of
the Company and those of its Subsidiaries,
c. Reviewed the report relating to Independent Directors as submitted to the regulatory authority,
d. Reviewed the frequency of meetings of the Committee in a year.
TERMS OF REFERENCE:
The terms of reference of the NRC have been determined by the Board of Directors as per the BSEC Notification. The NRC shall
oversee, amongst others, the following matters and make report with recommendation to the Board of Directors.
formulating the criteria for determining qualifications, positive attributes and independence of a director
and recommend a policy to the Board, relating to the remuneration of the directors, top level executive;
devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity,
educational background and nationality;
identifying persons who are qualified to become directors and who may be appointed in top level executive
position in accordance with the criteria laid down, and recommend their appointment and removal to the
Board;
formulating the criteria for evaluation of performance of independent directors and the Board;
identifying the Company’s needs for employees at different levels and determine their selection, transfer or
replacement and promotion criteria;
developing, recommending and reviewing annually the Company’s human resources and training policies.
MEETING OF NRC:
According to the requirement of BSEC Notification, the NRC is required to sit for at least one (1) meeting in a year. In 2022, the
NRC met on November 25, 2022. However, the NRC passed two (2) resolutions by correspondences which were ratified in the
NRC meeting on November 25, 2022.
During the year under review, the NRC carried out the following activities:
‣ Recommend Directors liable to retire by rotation at the 24th Annual General Meeting of the Company.
‣ Identified and recommended to the Board, potential individuals for filling one (1) casual vacancy created by the
resignations/ end of term of Directors in terms of the Criteria formulated by the NRC pursuant to Condition No 6(5)(b)(iii)
of the BSEC Notification.
‣ Identified and recommended to the Company, potential individuals for filling three (3) vacancies created by the changes
to Top Level Executives in terms of the Criteria formulated by the NRC pursuant to Condition No 6(5)(b)(iii)of the BSEC
Notification.
‣ Formulating and approving a plan for 2022 for fulfilling the requirements and evaluations specified in Clause 6(5)(b) of
the BSEC Notification.
The NRC expresses their sincere thanks to the members of the Board of Directors and the management of the Company for
their outstanding support and co-operation.
ENCLOSURE A
1. PURPOSE:
• Nomination and Remuneration Committee (NRC) is a subcommittee of the Board of Directors (the “Board”) of
LafargeHolcim Bangladesh Limited (the “Company”).
• The purpose of this policy is to specify the authority delegated to the NRC by the Board of the Company and to set out
the role, responsibilities, membership and operation of the NRC in terms of the Corporate Governance Code notified
by the Bangladesh Securities & Exchange Commission vide notification dated June 3, 2018 (the “CG code”).
• The NRC shall be independent and responsible or accountable to the Board and to the Shareholders of the Company.
a) The NRC shall comprise of at least three (3) members including an independent director;
b) All members of the NRC shall be non-executive directors;
c) Members of the NRC shall be nominated and appointed by the Board;
d) The Board shall have authority to remove and appoint any member of the NRC;
e) In case of death, resignation, disqualification, or removal of any member of the NRC or in any other cases of vacancies,
the Board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the NRC;
f) The Chairperson of the NRC may appoint or co-opt any external expert and/or member(s) of staff to the NRC as advisor
who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or
member(s) of staff shall be required or valuable for the NRC;
g) The Company Secretary shall act as the secretary of the NRC;
h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;
i) No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role
or otherwise, other than Director’s fees or honorarium from the Company.
a) The Board shall select one (1) member of the NRC to be Chairperson of the NRC, who shall be an independent director;
b) In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for
that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;
c) The Chairperson of the NRC shall attend the Annual General Meeting (AGM) to answer the queries of the shareholders:
d) Provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present
in the AGM for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be
recorded in the minutes of the AGM.
6. TERMS OF REFERENCE :
a) NRC shall be independent and responsible or accountable to the Board and to the Shareholders;
b) NRC shall oversee, among others, the following matters and make report with recommendation to the Board:
i. formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering
the following:
a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
suitable directors to run the Company successfully;
b. the relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
c. remuneration to directors, top level executive involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the Company and its
goals;
ii. devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational
background and nationality;
iii.identifying persons who are qualified to become directors and who may be appointed in top level executive
position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;
iv. formulating the criteria for evaluation of performance of independent directors and the Board;
v. identifying the Company’s needs for employees at different levels and determine their selection, transfer or
replacement and promotion criteria; and developing, recommending and reviewing annually the Company’s
human resources and training policies;
c) The Company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC
during the year at a glance in its annual report.
Annexure V
[As per condition No. 1(5)(xxiii)]
THE PATTERN OF
SHAREHOLDING
(A) Parent/Subsidiary/Associated companies and other related parties (name wise details):
Name of Shareholders holding ten percent or more voting interest Status Share held Percentage
Surma Holding B.V. Foreign 683,698,700 58.87%
(B) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and Compliance
and their spouses and minor children (name wise details):
No. of shares
Sl.
Name Position Minor
No. Self Spouse
Children
1. Mr. Christof Hässig Director/Chairman as nominee of Surma Holding BV Nil Nil Nil
2. Mr. Mohammad Iqbal Chowdhury Director as nominee of Surma Holding BV and CEO Nil Nil Nil
3. Mr. Jorge Bonnin Bioslada Director as nominee of Surma Holding BV Nil Nil Nil
4. Mr. Julio Rodriguez Izquierdo Director as nominee of Surma Holding BV Nil Nil Nil
5. Mr. Manzurul Islam Director as nominee of Islam Cement Ltd 500,200 Nil Nil
6. Mr. Marcos Cela Rey Director as nominee of Surma Holding BV Nil Nil Nil
7. Mr. Martin Kriegner Director as nominee of Surma Holding BV Nil Nil Nil
8. Mr. Rajiv Prasad Shaha Independent Director Nil Nil Nil
9. Dr. Rubana Huq Independent Director Nil Nil Nil
10. Ms. Sonal Shrivastava Director as nominee of Surma Holding BV Nil Nil Nil
11. Mr. Syed Mahmudul Huq Independent Director Nil Nil Nil
12. Mr. Md. Anisuzzaman Chief Financial Officer Nil Nil Nil
13. Mr. Kazi Mizanur Rahman Company Secretary Nil Nil Nil
14. Mr. Mohammad Nurul Alam Head of Internal Audit and Compliance Nil Nil Nil
Note: The Directors’ shares shown above are as per the holdings in their personal names; but the shareholdings of the
companies that they represent are as follows:
(C) Executives (top five salaried employees other than the Directors, Chief Executive Officer, Company Secretary,
Chief Financial Officer, Head of Internal Audit and Compliance):
No. of
Name Position
shares
Mr. Mohammad Asif Bhuiyan Chief Corporate Affairs Officer & Human Resources Director Nil
Mr. Harpal Singh Head of Industrial Operations & Plant Manager Surma Nil
Mr. Amit Agarwal Commercial Director (Sales & Marketing) Nil
Mr. Wedage Lakmal Suranjan Fonseka Logistics & Procurement Director Nil
Mr. Md. Mahabobur Rahman Sarker Head of Sales and Operation Planning Nil
(D) Shareholders holding ten percent (10%) or more voting interest in the Company (name wise details):
Name of Shareholders holding ten percent or more voting interest Status Share held Percentage
Surma Holding B.V. Foreign 683,698,700 58.87%
Slabs by number of Shares Number of Shareholders Number of Shares Total Holding (%)
Less than 500 Shares 13,547 3,154,759 0.27
501 to 5,000 Shares 13,802 26,199,033 2.26
5,001 to 10,000 Shares 2,255 17,166,897 1.48
10,001 to 20,000 Shares 1,387 20,561,425 1.77
20,001 to 30,000 Shares 547 13,750,090 1.18
30,001 to 40,000 Shares 248 8,770,188 0.76
40,001 to 50,000 Shares 239 11,194,119 0.96
50,001 to 100,000 Shares 396 29,577,605 2.55
100,001 to 1,000,000 Shares 400 104,453,263 8.99
Over 1,000,000 Shares 39 926,546,121 79.78
Total 32,860 1,161,373,500 100.00
Annexure VI
[As per condition No. 1(5)(xxvi)]
Subject: Declaration on Financial Statements for the year ended on December 31, 2022.
Dear Sir’s:
In compliance with the Condition No. 1(5)(xxvi) of the Corporate Governance Code as issued by the BSEC vide its notification
dated June 3, 2018, we do hereby declare that:
1. The Financial Statements of LafargeHolcim Bangladesh Limited (the “Company”) for the year ended on December 31, 2022
have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting
Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed;
2. The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order
for the financial statements to reveal a true and fair view;
3. The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presented in
its financial statements;
4. To ensure above, the Company has taken proper and adequate care in installing a system of internal control and
maintenance of accounting records;
5. Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and
procedures of the Company were consistently followed; and
6. The management’s use of the going concern basis of accounting in preparing the financial statements is appropriate and
there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern.
i. We have reviewed the financial statements for the year ended on December 31, 2022 and that to the best of our
knowledge and belief:
a. these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
b. these statements collectively present true and fair view of the Company’s affairs and are in compliance with
existing accounting standards and applicable laws.
ii. There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or in violation of the code of conduct for the Company’s Board of Directors or its members.
Sincerely Yours,
Annexure VII
[As per condition No. 1(5)(xxv)]
Management Discussion and Analysis on the Company’s position on the operation and
financial statements for the year ended December 31, 2022
In compliance with the Condition No. 1(5)(xxv) of the Corporate Governance Code as issued by the BSEC vide its notification
dated June 3, 2018; a brief Management analysis is given on the Company’s position on the operations and financial
statements focusing, in particular, on the following issues:
(a) Accounting Policies and estimation for preparation of financial statements: Accounting Policies and estimation
for preparation of financial statements have been detailed under Note No 3 of the Consolidated Financial Statements.
(b) Changes in accounting policies and estimation: The details of changes accounting policies and estimation are
detailed under Note No 3 of the Consolidated Financial Statements.
(c) Comparative analysis (including effects of inflation) of financial performance or results and financial position as
well as cash flow for current year with immediate preceding five years: Enclosed in Annexure I to the Directors Report.
(d) Compare such financial performance or results and financial position as well as cash flows with peer industry
scenario: The Company maintains its financial year from January to December. Peer companies of the Industry are
maintaining financial year from July to June. A comparison with peer listed companies based on their previous years
published data is given below. The Statement of Financial Position as at 30 June 2022 or 31 December 2022 and
Statement of Profit and Loss for the year ended 30 June 2022 or 31 December 2022 have been considered for the
same.
(Taka in Million)
LHBL= LafargeHolcim Bangladesh Ltd., HCBL = Heidelberg Cement Bangladesh Ltd., CCPLC = Crown Cement PLC., MCML
= Meghna Cement Mills Ltd., EPS = Earnings Per Share, NAVPS = Net Asset Value Per Share, NOCFPS = Net Operating Cash
Flows Per Share.
(e) Briefly explain the financial and economic scenario of the country and the globe: The Directors’ Report and the
Chairman’s Statement have explained the financial and economic scenario of the country and the global impact.
(f) Risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation plan of
the Company: This issue has been elaborated in the Directors’ Report as well as in Note No. 31B of the Consolidated
Financial Statements.
(g) Future plan or projection or forecast for company’s operation, performance and financial position, with
justification thereof, i.e. actual position shall be explained to the shareholders in the next AGM: The shareholders
shall be updated of the future plans at the Annual General Meeting and also by communications time to time.
1 Interim 2014 9-Jun-14 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 579,424,993.00 1,261,757.00 0.22 1,261,757.00 As per BSEC Directive No.
2 Final 2014 5-Mar-15 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 574,274,435.35 6,412,314.65 1.12 7,674,071.65 BSEC/CMRRCD/2021-386/
3 Interim 2015 10-Jun-15 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 573,476,852.32 7,209,897.68 1.26 14,883,969.33 03 dated 14 January 2021
and BSEC (CMSF) Rules,
4 Final 2015 3-Mar-16 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 574,521,251.29 6,165,498.71 1.07 21,049,468.04 2021, LHBL transferred
5 Interim 2016 27-Oct-16 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 575,627,932.68 5,058,817.32 0.88 26,108,285.36 the unpaid / unclaimed
6 Final 2016 9-Mar-17 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 574,523,863.43 6,162,886.57 1.07 32,271,171.93 cash dividend from 2014
to 2017 to CMSF on
7 Interim 2017 14-Jun-17 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 575,387,563.30 5,299,186.70 0.92 37,570,358.63 August 29, 2021
8 Final 2017 13-Mar-18 1,161,373,500 10.00 11,613,735,000 5% 580,686,750.00 576,325,854.20 4,360,895.80 0.76 41,931,254.43
Total 9,290,988,000 92,909,880,000 40% 4,645,494,000.00 4,603,562,745.57 41,931,254.43 7.29
9 Final 2018 27-Feb-19 1,161,373,500 10.00 11,613,735,000 10% 1,161,373,500.00 1,155,572,836.95 5,800,663.05 0.50 47,731,917.48 As per BSEC Directive No.
BSEC/CMRRCD/2021-386/
Total 10,452,361,500 104,523,615,000 50% 5,806,867,500.00 5,759,135,582.52 47,731,917.48 7.80
03 dated 14 January 2021
and BSEC (CMSF) Rules,
2021, LHBL transferred
the unpaid / unclaimed
cash dividend for the year
2018 (as of June 30, 2022)
to CMSF on July 3, 2022
10 Final 2019 4-Mar-20 1,161,373,500 10.00 11,613,735,000 10% 1,161,373,500.00 1,155,573,028.23 5,800,471.77 0.50 53,532,389.25 As per Clause (3)(vii) of
BSEC Directive No.
11 Final 2020 2-Mar-21 1,161,373,500 10.00 11,613,735,000 10% 1,161,373,500.00 1,157,941,202.45 3,432,297.55 0.30 56,964,686.80 BSEC/ CMRRCD/ 2021-
12 Final 2021 31-Jan-22 1,161,373,500 10.00 11,613,735,000 25% 2,903,433,750.00 2,895,489,912.97 7,943,837.03 0.27 64,908,523.83 386 /03 dated 14
January 2021 LHBL
13 ID 2022 20-Jul-22 1,161,373,500 10.00 11,613,735,000 15% 1,742,060,250.00 1,612,688,038.55 129,372,211.45 8.02 194,280,735.28 published the year-wise
14 2nd ID 2022 15-Nov-22 1,161,373,500 10.00 11,613,735,000 18% 2,090,472,300.00 1,950,197,960.88 140,274,339.12 7.19 334,555,074.40 unpaid / unclaimed cash
dividend list and
Total 5,806,867,500 58,068,675,000 78% 9,058,713,300.00 8,771,890,143.08 286,823,156.92 16.29
summery in the
Grand Total 16,259,229,000 162,592,290,000 128% 14,865,580,800.00 14,531,025,725.60 334,555,074.40 24.08 website.
Annexure IX
[As per condition No.1(5)(xxvii)]
We have examined the compliance status to the Corporate Governance Code by LafargeHolcim Bangladesh Limited for the
year ended on 31st December 2022. This code relates to the gazette notification no: BSEC/CMRRCD/2006-158/207/Admin/80
dated the 3rd June 2018 of Bangladesh Securities and Exchange Commission (BSEC).
Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to
the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of
Corporate Governance Code. This is a scrutiny and verification and an independent audit on compliance of the conditions of
Corporate Governance Code as well as provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the
Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of
the Corporate Governance Code.
We state that we have obtained all the information and explanations or representations, which we have required, and after
due scrutiny and verification thereof, we report that in our opinion and subject to the remarks and observations as reported
in the connected Compliance Statement :
(a) The Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
Corporate Governance Code issued by the Commission.
(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by
the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code.
(c) Proper books and records have been kept by the Company as required under the Companies Act 1994, the securities
laws and other relevant laws, and
This report, however, is no endorsement about quality of contents in the Annual Report of the Company for the year 2022.
Annexure X
[As per condition No.1(5)(xxvii)]
Status of compliance with the conditions set out by BSEC on Corporate Governance:
(Report under Condition No. 9.3)
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
1 Board of Directors
The Board is
comprised of 12
1(1) Size of the Board of Directors
The total number of members of a company’s Board of Directors (twelve)
(hereinafter referred to as “Board”) shall not be less than 5 (five) and Directors
more than 20 (twenty).
For the purpose of this clause “independent director” means a The IDs have
1(2)(b)(i) director- who either does not hold any share in the company or holds declared their
less than one percent (1%) shares of the total paid-up shares of the compliances
company.
who is not a sponsor of the company or is not connected with the
company’s any sponsor or director or nominated director or
shareholder of the company or any of its associates, sister concerns,
subsidiaries and parents or holding entities who holds one percent
1(2)( b)(ii) (1%) or more shares of the total paid-up shares of the company on DO
the basis of family relationship and his or her family members also
shall not hold above mentioned shares in the company: Provided that
spouse, son, daughter, father, mother, brother, sister, son-in-law and
daughter-in-law shall be considered as family members;
who has not been an executive of the company in immediately
1(2)(b)(iii) DO
preceding 2 (two) financial years;
who does not have any other relationship, whether pecuniary or
1(2)(b)(iv) otherwise, with the company or its subsidiary or associated DO
companies;
who is not a member or TREC (Trading Right Entitlement Certificate)
1(2)(b)(v) holder, director or officer of any stock exchange. DO
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
who has not been convicted by a court of competent jurisdiction as a
1(2)(b)(ix) defaulter in payment of any loan or any advance to a bank or a DO
Non-Bank Financial Institution (NBFI); and
who has not been convicted for a criminal offence involving moral DO
1(2)(b)(x)
turpitude;
The appointments
The independent director(s) shall be appointed by the Board and
1(2)(c) are duly approved
approved by the shareholders in the Annual General Meeting (AGM). at AGM
1(2)(d) The post of independent director(s) cannot remain vacant for more No vacancy
than 90 (ninety) days; and occurred
The qualification
Independent director shall be a knowledgeable individual with and backgrounds
integrity who is able to ensure compliance with financial laws, of IDs justify their
1(3) (a) abilities as such
regulatory requirements and corporate laws and can make
meaningful contribution to the business;
1(3)(b) Independent director shall have following qualifications:
Business Leader who is or was a promoter or director of an unlisted The IDs are
1(3)(b)(i) company having minimum paid-up capital of Tk. 100.00 million or any Business Leaders
with long standing
listed company or a member of any national or international chamber backgrounds
of commerce or business association;
Corporate Leader who is or was a top level executive not lower than
Chief Executive Officer or Managing Director or Deputy Managing
Director or Chief Financial Officer or Head of Finance or Accounts or
Company Secretary or Head of Internal Audit and Compliance or N/A
1(3)(b)(ii)
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;
Former official of government or statutory or autonomous or
1(3)(b)(iii) regulatory body in the position not below 5th Grade of the national
N/A
pay scale, who has at least educational background of bachelor
degree in economics or commerce or business or law; or
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
The Managing Director (MD) and/or Chief Executive Officer (CEO) of
1(4) (b) a listed company shall not hold the same position in another listed
company;
The Chairperson of the Board shall be elected from among the
1(4) (c)
non-executive directors of the company;
The Board shall clearly define respective roles and responsibilities of The respective
1(4) (d) the Chairperson and the Managing Director and/or Chief Executive
roles and
responsibilities are
Officer; clearly defined
1(5) (iii) Risks and concerns including internal and external risk factors, threat DO
to sustainability and negative impact on environment, if any;
1(5) (iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net DO
Profit Margin, where applicable;
1(5) (v) A discussion on continuity of any extraordinary activities and their N/A DO
implications (gain or loss);
A detailed discussion on related party transactions along with a
1(5) (vi) statement showing amount, nature of related party, nature of DO
transactions and basis of transactions of all related party
transactions;
1(5) (xii) A statement that proper books of account of the issuer company DO
have been maintained;
A statement that appropriate accounting policies have been
1(5) (xiii) consistently applied in preparation of the financial statements and
DO
that the accounting estimates are based on reasonable and prudent
judgment;
A statement that International Accounting Standards (IAS) or
International Financial Reporting Standards (IFRS), as applicable in
1(5) (xiv) Bangladesh, have been followed in preparation of the financial DO
statements and any departure there from has been adequately
disclosed;
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
1(5) (xv) A statement that the system of internal control is sound in design and DO
has been effectively implemented and monitored;
A statement that minority shareholders have been protected from
1(5) (xvi) abusive actions by, or in the interest of, controlling shareholders DO
acting either directly or indirectly and have effective means of redress;
A statement that there is no significant doubt upon the issuer company’s ability
1(5) (xvii) to continue as a going concern, if the issuer company is not considered to be a DO
going concern, the fact along with reasons there of shall be disclosed;
An explanation that significant deviations from the last year’s
1(5) (xviii) operating results of the issuer company shall be highlighted and the DO
reasons thereof shall be explained;
A statement where key operating and financial data of at least
1(5) (xix) DO
preceding 5 (five) years shall be summarized;
An explanation on the reasons if the issuer company has not Declared 48% cash
1(5) (xx) declared dividend (cash or stock) for the year; N/A dividend for the year
ended December
31,2022
1(5) (xxi) Board’s statement to the effect that no bonus share or stock dividend As stated in the
Directors' Report
has been or shall be declared as interim dividend;
1(5) (xxii) The total number of Board meetings held during the year and DO
attendance by each director;
A report on the pattern of shareholding disclosing the aggregate
1(5) (xxiii) number of shares (along with name-wise details where stated below) DO
held by:-
1(5) (xxiii) (a) Parent or Subsidiary or Associated Companies and other related DO
parties (name-wise details);
Directors, Chief Executive Officer, Company Secretary, Chief
1(5) (xxiii) (b) Financial Officer, Head of Internal Audit and Compliance and their DO
spouses and minor children (name-wise details);
1(5) (xxiii) (c) Executives; and DO
1(5) (xxiii) (d) Shareholders holding ten percent (10%) or more voting interest in the DO
company (name-wise details);
1(5) (xxiv) (b) nature of his or her expertise in specific functional areas; and DO
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
compare such financial performance or results and financial position DO
1(5) (xxv) (d)
as well as cash flows with the peer industry scenario;
briefly explain the financial and economic scenario of the country and
1(5) (xxv) (e) DO
the globe;
risks and concerns issues related to the financial statements,
1(5) (xxv) (f) DO
explaining such risk and concerns mitigation plan of the company; and
future plan or projection or forecast for company’s operation,
1(5) (xxv) (g) performance and financial position, with justification thereof, i.e., DO
actual position shall be explained to the shareholders in the next AGM;
Declaration
Declaration or certification by the CEO and the CFO to the Board as
1(5) (xxvi) included in the
required under condition No. 3(3) shall be disclosed as per Annexure A; and Annual Report
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
The Audit Committee of the holding company shall also review the
2 (e) financial statements, in particular the investments made by the DO
subsidiary company.
Managing Director (MD) or Chief Executive Officer (CEO), Chief
3 Financial Officer (CFO), Head of Internal Audit and Compliance
(HIAC) and Company Secretary (CS)
Appointment
The Board has
The Board shall appoint a Managing Director (MD) or Chief duly appointed the
Executive Officer (CEO), a Company Secretary (CS), a Chief CEO, CS, CFO
3 (1) (a) and HIAC in the
Financial Officer (CFO) and a Head of Internal Audit and Compliance Company
(HIAC);
The positions of the Managing Director (MD) or Chief Executive
Officer (CEO), Company Secretary (CS), Chief Financial Officer They are different
3 (1) (b) (CFO) and Head of Internal Audit and Compliance (HIAC) shall be individuals
filled by different individuals;
The MD or CEO, CS, CFO and HIAC of a listed company shall not In practice
3 (1) (c) hold any executive position in any other company at the same time;
The Board shall clearly define respective roles, responsibilities and The roles and
3 (i) (d) duties are
duties of the CFO, the HIAC and the CS; separately defined
The MD or CEO, CS, CFO and HIAC shall not be removed from their No such case in
3 (1) (e) position without approval of the Board as well as immediate N/A the reporting year
dissemination to the Commission and stock exchange(s).
Requirement to attend Board of Directors’ Meetings
The MD or CEO, CS, CFO and HIAC of the company shall attend the
meetings of the Board:
In practice
3 (2) Provided that the CS, CFO and/or the HIAC shall not attend such
part of a meeting of the Board which involves consideration of an
agenda item relating to their personal matters.
3 (3) (c) The certification of the MD or CEO and CFO shall be disclosed in the
DO
Annual Report.
Board of Directors’ Committee:-
4 For ensuring good governance in the company, the Board shall have
at least following subcommittees:
4 (i) Audit Committee; and Already in place
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
5 Audit Committee:-
5 (1) Responsibility to the Board of Directors:
The members of
the Audit
Committee are
The Board shall appoint members of the Audit Committee who shall be appointed by the
5 (2) (b) nonexecutive directors of the company excepting Chairperson of the Board who are
non-executive
Board and shall include at least 1 (one) independent director; Directors and
which includes 1
(One) Independent
Director
All members of the audit committee should be “financially literate” The backgrounds
and at least 1 (one) member shall have accounting or related of AC members
5 (2) (c)
financial management background and 10 (ten) years of such conform to the CG
Codes of BSEC
experience;
When the term of service of any Committee member expires or there
is any circumstance causing any Committee member to be unable to
hold office before expiration of the term of service, thus making the
No such case in the
5 (2) (d) number of the Committee members to be lower than the prescribed N/A reporting year
number of 3 (three) persons, the Board shall appoint the new
Committee member to fill up the vacancy immediately or not later
than 1 (one) month from the date of vacancy in the Committee to
ensure continuity of the performance of work of the Audit Committee;
5 (2) (e) The company secretary shall act as the secretary of the Committee; In practice
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
5 (4) (a) The Audit Committee shall conduct at least its four meetings in a
financial year.
The quorum of the meeting of the Audit Committee shall be
5 (4) (b) constituted in presence of either two members or two third of the
members of the Audit Committee, whichever is higher, where
presence of an independent director is a must.
hold meeting with the external or statutory auditors for review of the
5 (5) (e) annual financial statements before submission to the Board for approval DO
or adoption;
review along with the management, the annual financial statements DO
5 (5) (f)
before submission to the Board for approval;
5 (5) (g) review along with the management, the quarterly and half yearly DO
financial statements before submission to the Board for approval;
5 (5) (h) review the adequacy of internal audit function; DO
5 (5) (i) review the Management’s Discussion and Analysis before disclosing in DO
the Annual Report;
5 (5) (j) review statement of all related party transactions submitted by the DO
management;
5 (6) (a) (ii) The Audit Committee shall immediately report to the Board on the
following findings, if any:-
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
5 (6) (a) (ii) (a) report on conflicts of interests; None
5 (6) (a) (ii) (d) any other matter which the Audit Committee deems necessary shall
be disclosed to the Board immediately;
Reporting to the Authorities
If the Audit Committee has reported to the Board about anything
which has material impact on the financial condition and results of
operation and has discussed with the Board and the management
5 (6) (b) that any rectification is necessary and if the Audit Committee finds
that such rectification has been unreasonably ignored, the Audit N/A
Committee shall report such finding to the Commission, upon
reporting of such matters to the Board for three times or completion
of a period of 6 (six) months from the date of first reporting to the
Board, whichever is earlier.
Reporting to the Shareholders and General Investors The activities of the
Report on activities carried out by the Audit Committee, including any Audit Committee
are duly disclosed
5 (7) report made to the Board under condition No. 5(6)(a)(ii) above during in the Annual
the year, shall be signed by the Chairperson of the Audit Committee Report of the
and disclosed in the annual report of the issuer company. Company
6 (1) (c) The Terms of Reference (ToR) of the NRC shall be clearly set forth in
The ToR is in place
writing covering the areas stated at the condition No. 6(5)(b).
6 (2) Constitution of the NRC
The NRC is
6 (2) (a) The Committee shall comprise of at least three members including an constituted as per
independent director; the CG Codes
6 (2) (b) All members of the Committee shall be non-executive directors; DO
6 (2) (c) Members of the Committee shall be nominated and appointed by the DO
Board;
The Board shall have authority to remove and appoint any member of
6 (2) (d) In practice
the Committee;
In case of death, resignation, disqualification, or removal of any member
No such case in the
6 (2) (e) of the Committee or in any other cases of vacancies, the board shall fill None reporting year
the vacancy within 180 (one hundred eighty) days of occurring such
vacancy in the Committee;
The Chairperson of the Committee may appoint or co-opt any external
expert and/or member(s) of staff to the Committee as advisor who shall
6 (2) (f) be non-voting member, if the Chairperson feels that advice or None DO
suggestion from such external expert and/or member(s) of staff shall be
required or valuable for the Committee;
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
In practice
6 (2) (g) The company secretary shall act as the secretary of the Committee;
6 (2) (h) The quorum of the NRC meeting shall not constitute without DO
attendance of at least an independent director;
No member of the NRC shall receive, either directly or indirectly, any
6 (2) (i) remuneration for any advisory or consultancy role or otherwise, other DO
than Director’s fees or honorarium from the company.
6 (3) Chairperson of the NRC
The Board shall select 1 (one) member of the NRC to be The NRC Chairman
6 (3) (a) selected by the Board is
Chairperson of the Committee, who shall be an independent director; an Independent Director
6 (4) (b) The Chairperson of the NRC may convene any emergency meeting
upon request by any member of the NRC;
The quorum of the meeting of the NRC shall be constituted in
6 (4) (c) presence of either two members or two third of the members of the
Committee, whichever is higher, where presence of an independent
director is must as required under condition No. 6(2)(h);
The proceedings of each meeting of the NRC shall duly be recorded
6 (4) (d) in the minutes and such minutes shall be confirmed in the next
meeting of the NRC.
6 (5) Role of the NRC
NRC shall be independent and responsible or accountable to the The NRC performs
6 (5) (a) as per the CG
Board and to the shareholders; Codes
NRC shall oversee, among others, the following matters and make
6 (5) (b)
report with recommendation to the Board;
formulating the criteria for determining qualifications, positive
attributes and independence of a director and recommend a policy to
6 (5) (b) (i) DO
the Board, relating to the remuneration of the directors, top level
executive, considering the following;
the level and composition of remuneration is reasonable and
6 (5) (b) (i) (a) sufficient to attract, retain and motivate suitable directors to run the DO
company successfully;
the relationship of remuneration to performance is clear and meets
6 (5) (b) (i) (b) DO
appropriate performance benchmarks; and
remuneration to directors, top level executive involves a balance
6 (5) (b) (i) (c) between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company
and its goals;
devising a policy on Board’s diversity taking into consideration age,
6 (5) (b) (ii) gender, experience, ethnicity, educational background and DO
nationality;
identifying persons who are qualified to become directors and who The NRC
6 (5) (b) (iii) may be appointed in top level executive position in accordance with maintained the list
of probable
the criteria laid down, and recommend their appointment and candidates
removal to the Board;
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
formulating the criteria for evaluation of performance of independent
6 (5) (b) (iv) DO
directors and the Board;
identifying the company’s needs for employees at different levels and
6 (5) (b) (v) determine their selection, transfer or replacement and promotion DO
criteria; and
developing, recommending and reviewing annually the company’s
6 (5) (b) (vi) DO
human resources and training policies;
The company shall disclose the nomination and remuneration policy The NRC report at
6 (5) (c) a glance is
and the evaluation criteria and activities of NRC during the year at a disclosed in the
glance in its annual report. Annual Report
shareholders.
8 Maintaining a website by the Company:-
8 (1) The company shall have an official website linked with the website of Company Website is
duly linked with those
the stock exchange. of the stock exchanges
8 (2) The company shall keep the website functional from the date of In place
listing.
The company shall make available the detailed disclosures on its
8 (3) website as required under the listing regulations of the concerned In place
stock exchange(s).
9 Reporting and Compliance of Corporate Governance:-
The company shall obtain a certificate from a practicing Professional The Certificate of
Accountant or Secretary (Chartered Accountant or Cost and Compliance obtained
9 (1) Management Accountant or Chartered Secretary) other than its from Al-Muqtadir
Associates is duly
statutory auditors or audit firm on yearly basis regarding compliance presented in the
of conditions of Corporate Governance Code of the Commission and Annual Report
Compliance Status
Condition Remarks
Title (If any)
No. Not
Complied Complied
The professional who will provide the certificate on compliance of this M/s. Al-Muqtadir
9 (2) Corporate Governance Code shall be appointed by the shareholders Associates is duly
appointed at AGM
in the annual general meeting.
The directors of the company shall state, in accordance with the The status of
9 (3) Annexure C attached, in the directors’ report whether the company compliance is duly
published in the
has complied with these conditions or not. Directors' Report.
Opinion
We have audited the consolidated financial statements of LafargeHolcim Bangladesh Limited (hereinafter referred to as “the
Company”), which comprise the consolidated statement of financial position as at 31 December 2022, consolidated statement
of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement
of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying consolidated financial statements give true and fair view of the consolidated financial
position of the Company as at 31 December 2022, and of its consolidated financial performance and its consolidated cash
flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) and other applicable laws
and regulations.
We have conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section
of our report. We are independent of the Company in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled other ethical responsibilities in
accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Emphasis of Matter
We draw attention to note 9.1 to the accompanying consolidated financial statements stating that the Company has legal
issues in relation to the excess gas tariff raised by Jalalabad Gas Transmission and Distribution System Limited (JGTDS).
JGTDS filed an appeal before the Appellate Division, Supreme Court of Bangladesh (the “Appeal”) on 8 March 2021. The
Appellate Division directed the Company to pay JGTDS the full claimed amount of Taka 903 million in quarterly instalments of
Taka 100 million. The Company is since complying with the Court order.
However, the Arbitration Tribunal has been formed. The hearing has been completed on 23 February 2023 and the Company
is awaiting for the Arbitration Award from the Tribunal.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatements of the consolidated financial statements. These results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial
statements.
National Office: BTMC Bhaban (6th & 7th Floor), 7-9 Karwan Bazar Commercial Area, Dhaka-1215, Bangladesh
Chattogram Office: Delwar Bhaban (4th Floor), 104 Agrabad Commercial Area, Chattogram-4100, Bangladesh
1) Revenue
Revenue recognition has significant and wide influence on consolidated financial statements. The Company reported revenue
for the amount of Taka 23,594 million. Revenue is recognized when the amounts and the related costs are reliably measured
and the performance obligation is completed through passing of control to the customers. While the risk and rewards are
being transferred for the performance obligations at the delivery point and control has passed, there is a risk that the
Company might misstate or manipulate sales quantity or price in the consolidated financial statements. There is also a risk
that revenue may be overstated or understated through various discounts and incentives.
The Company is required to, at least annually, perform impairment assessments of intangible assets including goodwill that
have an indefinite useful life. For intangible assets with useful lives, the Company is required to review these for impairment
whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable, and at least
annually, review whether there is any change in their expected useful lives.
For the purpose of performing impairment assessments, intangible assets including goodwill have been allocated to the
Company of cash generating units (CGUs). The recoverable amount of the underlying CGUs is supported by value-in-use
calculations which are based on future discounted cash flows.
Management concluded that the intangible assets including goodwill were not impaired for the year ended 31 December
2022.
We focused on this area as the assessments made by management involved significant estimates and judgments, including
sales growth rates, gross profit margin, net profit margin and perpetual growth rates used to estimate future cash flows and
discount rates applied to these forecasted future cash flows of the underlying CGUs. These estimates and judgments may be
affected by unexpected changes in future market or economic conditions or discount rates applied.
• We understood, evaluated and validated management’s key controls over the impairment assessment process;
• We compared the methodology used (value-in-use calculations based on future discounted cash flows) by the
Company with market practice;
• We obtained management’s future cash flow forecasts, tested the mathematical accuracy of the underlying
value-in-use calculations and agreed them to the approved one-year financial budget and future forecasts. We also
compared historical actual results to those budgeted to assess the quality of management’s forecasts;
• We also assessed the reasonableness of key assumptions used in the calculations, comprising sales growth rates,
operating profit margin, EBITDA margin, perpetual growth rate and discount rates. When assessing these key
assumptions, we discussed them with management to understand and evaluate management’s basis for
determining the assumptions, and compared them to external industry outlook reports and economic growth
forecasts from a number of sources. We also engaged our valuation experts to assist us in assessing the
reasonableness of the discount rates used by management by comparing the discount rates used to entities with
similar risk profiles and market information;
• We obtained and tested management’s sensitivity analysis around the key assumptions, to ascertain that selected
adverse changes to key assumptions, both individually and in aggregate, would not cause the carrying amount of
intangible assets including goodwill to exceed the recoverable amount;
• We evaluated management’s assessment on whether any events or change in circumstances indicate there may be
a change in the expected useful lives of intangible assets; and
• We found the Company estimates and judgments used in the impairment assessment and review of useful lives of
intangible assets to be supported by the available evidence.
The Company reported net deferred tax liabilities amounting to Taka 2,057 million as at 31 December 2022. Significant
judgment is required in relation to deferred tax liabilities as their settlement/recoverability is dependent on forecasts of future
profitability over a number of years.
Refer to note 14 to the consolidated financial statements for relevant disclosures regarding deferred tax liabilities.
• We obtained an understanding, evaluated the design and tested the operational effectiveness of the Company key
controls over the recognition and measurement of deferred tax and the assumptions used in estimating the
Company future taxable income;
• We also assessed the completeness and accuracy of the data used for the estimations of future taxable income;
• We involved tax specialists to assess key assumptions, controls, recognition and measurement of deferred tax (DTs);
and
• Finally assessed the appropriateness and presentation of disclosures against IAS 12: Income Tax.
Other Matter
The Company comprises the parent LafargeHolcim Bangladesh Limited and its two subsidiaries namely Lafarge Umiam
Mining Private Limited (LUMPL) and Lum Mawshun Minerals Private Limited (LMMPL) located in India. The financial
statements of two subsidiaries have been audited locally by RKP Associates, Chartered Accountants, India. The auditors of
subsidiaries have expressed an unmodified opinion on those financial statements as of 31 December 2022.
Management is responsible for the other information. The other information comprises all of the information in the Annual
Report other than the consolidated financial statements and our auditor’s report thereon. The Annual Report is expected to
be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, on the other information obtained prior to the date of this audit report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance
with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 and
other applicable laws and regulations and for such internal control as management determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of an audit in accordance with International Standards on Auditing (ISAs), we exercised professional judgment and
maintained professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the consolidated financial information of the entities or
business activities within the Company to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the Company’s audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current year, and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
In accordance with the Companies Act, 1994 and International Standards on Auditing (ISAs), 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 purpose 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 consolidated financial position and the statement of consolidated profit or loss and
other comprehensive income along with the annexed notes 1 to 35 dealt with by the report are in agreement with
the books of account; and
d. the expenditures incurred and payments made were for the purposes of the Company’s affairs.
A F Nesaruddin, FCA
Senior Partner
Enrolment # 469
Hoda Vasi Chowdhury & Co
Dhaka, Bangladesh Chartered Accountants
Date: 02 March 2023
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
2022 2021
Notes Taka'000 Taka'000
Assets
Non-current assets
Property, plant and equipment 5 16,033,485 16,384,327
Goodwill 6 317,776 317,776
Intangible assets 6 2,170,241 2,209,540
Current assets
Inventories 7 2,930,286 2,903,883
Trade receivables 8 525,707 556,658
Other current assets 9 2,150,258 1,812,216
Advance income tax 19 - 160,942
Cash and cash equivalents 10 4,843,726 5,276,723
A F Nesaruddin, FCA
Senior Partner
Enrolment # 469
Dhaka, Bangladesh Hoda Vasi Chowdhury & Co
Date: 02 March 2023 Chartered Accountants
2022 2021
Notes Taka '000 Taka '000
A F Nesaruddin, FCA
Senior Partner
Enrolment # 469
Dhaka, Bangladesh Hoda Vasi Chowdhury & Co
Date: 02 March 2023 Chartered Accountants
2022 2021
Taka'000 Taka'000
A F Nesaruddin, FCA
Senior Partner
Enrolment # 469
Dhaka, Bangladesh Hoda Vasi Chowdhury & Co
Date: 02 March 2023 Chartered Accountants
In thousands of taka
Balance at 1 January 2021 11,613,735 5,442,469 (89,671) 322,712 17,289,245 (170) 17,289,075
Total comprehensive income for the year - 3,881,873 (142,041) (73,667) 3,666,165 (40) 3,666,125
Dividend for 2020 - (1,161,374) - - (1,161,374) - (1,161,374)
Balance at 31 December 2021 11,613,735 8,162,968 (231,712) 249,045 19,794,036 (210) 19,793,826
Balance at 1 January 2022 11,613,735 8,162,968 (231,712) 249,045 19,794,036 (210) 19,793,826
4,444,540 17,429 190,472 4,652,441 30 4,652,471
Total comprehensive income for the year - (2,903,435) - - (2,903,435) - (2,903,435)
Dividend for 2021 - (3,832,532) - - (3,832,532) - (3,832,532)
Balance at 31 December 2022 11,613,735 5,871,541 (214,283) 439,517 17,710,510 (180) 17,710,330
2022 2021
Notes Taka'000 Taka'000
Net effect of foreign currency translation on cash and cash equivalents 22,898 (15,606)
*Refer to Note 34 for a reconciliation between net profit with cash flows from operating activities.
The accompanying Notes 1 to 35 form an integral part of these financial statements.
1. General information
LafargeHolcim Bangladesh Limited (LHBL) - (hereinafter referred to as "the Company") was incorporated on 11
November 1997 as a private limited company in Bangladesh under the Companies Act 1994 having its registered office
in Dhaka. At the time of incorporation the name of the Company was "Lafarge Surma Cement Limited". On 07 February
2017 the Registrar of Joint Stock Companies and Firms of Bangladesh (RJSC) approved the name change to
"LafargeHolcim Bangladesh Limited" of the Company. The Company has subsequently been converted into a public
limited company on 20 January 2003 and went for Initial Public Offering of shares in November 2003 which was fully
subscribed and issued. The shares have since been listed and are being traded in Dhaka and Chittagong Stock
Exchanges. Presently the Company has two subsidiaries in India. The main objectives of the subsidiaries are to support
the holding company. A brief description of each of the subsidiary is given below:
Lafarge Umiam Mining Private Limited (LUMPL) - LUMPL is fully owned subsidiary of the Company. LUMPL was
incorporated under the Indian Companies Act 1956 on 22 March 1999 as a private limited company with its registered
office at Shillong in the State of Meghalaya, India.
Lum Mawshun Minerals Private Limited (LMMPL) - LMMPL is a 74% owned subsidiary of the Company. LMMPL was
incorporated under the Indian Companies Act 1956 on 17 November 1994 as a private limited company with its
registered office at Shillong in the State of Meghalaya, India.
2. Nature of business
LafargeHolcim Bangladesh Limited (LHBL) - The Company operates cement and aggregates manufacturing plants at
Chhatak under Sunamganj district, and three (3) grinding plants near Dhaka and Khulna. The Company extracts and
processes the basic raw materials of limestone from the quarry in Meghalaya, India, owned by the Company's fully
owned subsidiary Lafarge Umiam Mining Private Limited. A 17 kilometres cross-border conveyor belt links the quarry
with the cement plant for transportation of raw materials. The Company is engaged in manufacturing and marketing of
building materials in the local and international market.
Lafarge Umiam Mining Private Limited (LUMPL) - LUMPL owns and operates the limestone and shale mine located at
Nongtrai and Shella area of East Khasi Hills District, Meghalaya. The project involves supply of crushed limestone and
shale from the mines located in the State of Meghalaya through continuous cross border elevated belt conveyor to the
plant at Chhatak in Bangladesh promoted by Lafarge SA France and Cementos Molins of Spain for the manufacture
building materials by LHBL.
Lum Mawshun Minerals Private Limited (LMMPL) - LMMPL was formed for acquisition of mining and land rights to
facilitate the mining operation of limestone and shale. During the earlier years LMMPL transferred the mining and land
rights as well as freehold and leasehold lands as was acquired to LUMPL along with the preoperative expenses and
related account balances pertaining to such lands transferred, after obtaining necessary approval from the Government
of India. Consequently, there has been no business during the year as well as in the previous years. However, LMMPL is
exploring new opportunities.
These financial statements have been prepared in accordance with the International Financial Reporting Standards
(IFRS), the Companies Act 1994 and the Securities and Exchange Rules 1987. They were authorized for issue by the
Company's Board of Directors on 02 March 2023.
Pursuant to recent amendment to the Companies Act, 1994 incorporating certain amendments, among others, is to
change of the word ‘Limited’ by the word ‘PLC’ in case of Public Limited Companies including listed ones. Necessary
formalities are in progress in implementing this change.
The accounts of all the subsidiaries of the Company have been fully consolidated as the Company controls these entities.
The Company holds majority of voting right in all of the subsidiaries.
The name of subsidiaries, country of incorporation and proportion of ownership interest are as follows:
Country of % of ownership
Name of subsidiary incorporation interest
i) Subsidiaries
Subsidiaries are entities controlled by the Company. The Company ‘controls’ an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date
on which control commences until the date on which control ceases.
Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions.
i) Estimates
The preparation of the consolidated financial statements in conformity with IFRS requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities and of revenues and expenses. Such estimates are
prepared on the assumption of going concern and are established based on currently available information. Changes in
facts and circumstances may result in revised estimates, and actual results could differ from the estimates.
Significant estimates made by management in the preparation of these consolidated financial statements include
assumptions used for depreciation, deferred taxes, impairment of investment in subsidiary and provisions for employees
benefits.
ii) Judgements
The accounting for certain provisions and the disclosure of contingent liabilities and claims at the date of the
consolidated financial statements is judgmental.
These consolidated financial statements are presented in Bangladesh Taka (Taka/Tk/BDT) which is the functional and
presentation currency of the Company. Figures have been rounded off to the nearest thousand Taka, unless stated
otherwise.
The accounts of the Indian subsidiaries have been translated into Bangladesh Taka using the year end closing rate of
exchange for all financial position items and the average rate of exchange for revenues, expenses and amounts
presented in the statement of cash flows. The resulting translation adjustments are included as a separate component
of shareholders’ equity. The exchange rates used for consolidating the Indian entities are as follows:
Taka equivalent of Rs. 1 2022 2021
Category Rate %
Building 2-3.5
Plant & machinery 3.33-20
Vehicles 20
Office equipment 10, 20 & 33.33
Furniture & fixtures 10
v) Impairment of property, plant and equipment
The carrying amounts of property, plant and equipment are reviewed at each reporting date to determine whether there
is any indication that the assets might be impaired. Any provision of impairment is charged to the statement of profit or
loss in the year concerned.
vii) Leases
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
end of the lease term.
The Company presents right-of-use assets in ‘property, plant and equipment’ and lease liabilities in ‘borrowings’ in the
statement of financial position.
The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and
short-term leases. The Company recognizes the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
3.7 Goodwill
Goodwill arising on acquisition of subsidiary is measured at cost less accumulated impairment losses.
i) Software
Software costs are capitalized where it is expected to provide future economic benefits. Capitalization costs include
license fees and cost of implementation/system integration services which are capitalized in the year in which the
relevant software is installed for use. Costs of maintenance, upgradation and enhancements are charged off as revenue
expenditure unless they bring similar significant additional long term benefits.
ii) Others
Capitalization costs of leasehold land and quarry land include statutory fees, lump sum payment to lessor and
subsequent development cost. These are shown as "intangible assets" in line with the Company policy.
b) Others
The leased land and quarry land are amortized using the straight-line method over their amortization year calculated on
the basis of different leased years. However, the quarry lands are amortized over a maximum of thirty years. The rate of
amortization for lease hold land is 1%- 5%.
3.9 Inventories
Inventories are stated at the lower of cost and net realizable value while packing materials and spare parts are valued at
cost. The cost of inventories is based on the weighted average cost method.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or
issue. A trade receivable without a significant financing component is initially measured at the transaction price.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business
model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at
FVTPL.
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
- the stated policies and objective for the portfolio and the operation of those policies in practice. These include whether
management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported to the Company's management;
- the risks that affect the performance of the business model (and the financial assets held within that business model)
and how those risks are managed;
- how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales
for this purpose, consistent with the Company's continuing recognition of the assets.
Forward exchange contracts are used to hedge foreign currency exchange rate exposures.
Pursuant to the guidance in IFRS 9, the Company records in the consolidated statement of financial position derivative
instruments at their fair values. The accounting of changes in fair value of a derivative depends on the intended use of
the derivative and the resulting designation. The Company designates its derivatives based on the criteria established
under IFRS 9.
In case of fair value hedge relationship, changes in fair value on the hedging items are recognized in the consolidated
statement of profit or loss of the year of change.
In case of cash flow hedge relationship, changes in fair value on the hedging items are recognized directly in other
comprehensive income for the effective portion and in the consolidated statement of profit or loss under the "Finance
cost/income" caption for the ineffective portion. The gain and loss recognized in equity is subsequently reclassified to the
consolidated statement of profit or loss when hedge exposure affects earnings.
iv) Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of financial position, but
retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred
assets are not derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified
liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair
value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
v) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position
when, only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to
settle them on a net basis or to realize the asset and settle the liability simultaneously.
3.12 Taxation
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it
relates to items recognized directly in equity or in OCI.
The Company has determined that interest and penalties related to income taxes, including uncertain tax treatments, do
not meet the definition of income taxes, and therefore accounted for them under IAS 37: Provisions, Contingent
Liabilities and Contingent Assets.
i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount or current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes,
if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any
tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax liabilities are recognized for all temporary taxable differences.
Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilized.
Sale of the products, net of value added tax is recognized upon meeting the performance obligation and raising invoices
to customers.
Contract liabilities primarily relate to the advance consideration received from customers for goods for which delivery
will occur at a future point in time.
3.14 Provision
The Company recognizes provisions when it has a legal or constructive obligation resulting from past events, the
resolution of which would result in outflow of resources embodying economic benefits from the Company.
Each material class of similar items is presented separately in the financial statements. Items of dissimilar nature or
function are presented separately unless they are immaterial.
3.16 Comparatives
Comparative figures and account titles in the financial statements have been rearranged/reclassified where necessary to
conform with changes in presentation in the current year.
Final dividend distributions to the Company's shareholders are recognized as a liability in the financial statements in the
period in which the dividends are approved by the Company's shareholders at the Annual General Meeting, while interim
dividend distributions are recognized in the period in which the dividends are declared and paid.
LafargeHolcim Bangladesh Limited have two operating segments clinker & cement and aggregates whose results are
regularly reviewed by the entity’s Chief Operating Decision Maker to make decisions about resources to be allocated to
segments and assess its performance and for which discrete financial information is available.
The management of the Company is responsible for the preparation and fair presentation of the separate financial
statements of LafargeHolcim Bangladesh Limited. Information about subsidiaries of LafargeHolcim Bangladesh Limited
has been detailed in Note-1.
The new and amended standards are not expected to have a material impact on the Company’s financial statements.
Cost
Balance as at 1 January 2022 1,530,593 2,804,953 179,597 20,280,637 264,702 525,797 71,832 641,654 26,299,765
Additions - 77,788 - 545,448 - 18,059 - 212,809 854,104
Disposals - - - (61,210) (25,290) - - - (86,500)
Transfers - 179,290 - 443,004 - 442 - (622,736) -
Translation adjustments 2,844 24,941 - 186,290 9,714 4,475 1,428 8,446 238,138
Balance as at 31 December 2022 1,533,437 3,086,972 179,597 21,394,169 249,126 548,773 73,260 240,173 27,305,507
Accumulated depreciation
Balance as at 1 January 2022 - 595,529 121,206 8,580,577 178,583 370,813 68,730 - 9,915,438
Disposals - - - (26,213) (24,876) - - - (51,089)
Charge for the year - 104,054 26,965 1,064,652 18,439 26,589 3,030 - 1,243,729
Translation adjustments - 4,185 - 150,677 4,243 4,226 613 - 163,944
-
Balance as at 31 December 2022 - 703,768 148,171 9,769,693 176,389 401,628 72,373 11,272,022
Carrying amount
Balance at December 31, 2022 1,533,437 2,383,204 31,426 11,624,476 72,737 147,145 887 240,173 16,033,485
LAFARGEHOLCIM BANGLADESH LIMITED
Notes to the consolidated financial statements
For the year ended 31 December
In thousands of taka
Particulars Right of
Freehold use assets- Plant and Office Furniture Construction
2021 land Building Building machinery Vehicles equipment and fixture in progress Total
Cost
Balance as at 1 January 2021 1,531,021 2,517,632 179,597 19,392,453 233,448 517,821 64,738 1,012,735 25,449,445
Additions - 45,068 - 263,837 69,106 8,650 4,035 564,557 955,253
Disposals - - - (21,301) (36,458) - - - (57,759)
Transfers - 244,536 - 685,111 - - 3,262 (932,909) -
Translation adjustments (428) (2,283) - (39,463) (1,394) (674) (203) (2,729) (47,174)
Balance as at 31 December 2021 1,530,593 2,804,953 179,597 20,280,637 264,702 525,797 71,832 641,654 26,299,765
Accumulated depreciation
Balance as at 1 January 2021 - 491,558 92,022 7,590,660 194,775 342,493 62,599 - 8,774,107
Disposals - - - (16,096) (36,458) - - - (52,554)
Charge for the year - 104,547 29,184 1,023,314 20,919 28,956 6,223 - 1,213,143
Translation adjustments - (576) - (17,301) (653) (636) (92) - (19,258)
Balance as at 31 December 2021 - 595,529 121,206 8,580,577 178,583 370,813 68,730 - 9,915,438
Carrying amount
Balance at December 31, 2021 1,530,593 2,209,424 58,391 11,700,060 86,119 154,984 3,102 641,654 16,384,327
In thousands of taka
Accumulated depreciation
Balance as at 1 January 2022 - 66,425 440,775 163,084 - 670,284 670,284
Charge for the year - 72,601 42,398 - - 114,999 114,999
Translation adjustments - 975 56,189 451 - 57,615 57,615
Balance as at 31 December 2022 - 140,001 539,362 163,535 - 842,898 842,898
Carrying amount
Balance at 31 December 2022 317,776 1,566,754 590,683 127 12,677 2,170,241 2,488,017
In thousands of taka
Carrying amount
Balance at 31 December 2021 317,776 1,628,735 568,066 62 12,677 2,209,540 2,527,316
120
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
2022 2021
Taka'000 Taka'000
7. Inventories
Raw materials 770,339 907,028
Semi-finished and finished products 1,013,424 920,122
Parts and supplies 1,146,523 1,076,733
2,930,286 2,903,883
8. Trade receivables
Trade receivables 525,707 556,658
See Note 31B(i) for disclosures regarding credit risk, allowance for doubtful debts and ageing analysis of trade receivables.
2,150,258 1,812,216
*Other current assets mentioned above are unsecured and considered good.
On 3 January 2021, Jalalabad Gas Transmission and Distribution System Limited (JGTDS) issued a Final Notice instructing
the Company to pay for the gas, since September 2015, at the rate fixed by Bangladesh Energy Regulatory Commission
(BERC). The Company's position is that, pursuant to the Gas Sales Agreement (GSA), JGTDS has agreed to limit the price
for the supply of gas to a Ceiling Price. On 3 February 2021, the Company issued the Notice of Arbitration on JGTDS to
resolve the dispute as per the provisions of the GSA. As per the GSA, the dispute is being resolved by a three (3) members
tribunal under the UNCITRAL Rules 1976 ("Arbitration").
To ensure continued supply of gas to the plant during the pendency of the Arbitration, the Company filed an application
before the High Court Division, Supreme Court of Bangladesh (the "High Court Division") for an interim injunction
restraining JGTDS from terminating the GSA or stopping the supply of gas. On 7 February 2021, the High Court Division
issued such interim relief in favor of the Company subject to submission of Bank Guarantee of Taka 860 million.
Accordingly, the Company submitted the Bank Guarantee.
However, JGTDS filed an appeal against the interim order before the Appellate Division, Supreme Court of Bangladesh
(the “Appellate Division”) on 8 March 2021 (the "Appeal"). The Appellate Division maintained the interim relief but directed
the Company to pay JGTDS the claimed amount which is Taka 903 million and monthly gas bills at the rate fixed by BERC.
The Company has paid Taka 1,392 million as of 31 December 2022 to JGTDS and accounted for the amount as other
receivable. The order of the Appellate Division relates to the interim relief and shall have no impact on the merit of the
Arbitration pending before the Tribunal. The Company has a good case before the Arbitration Tribunal. If the Tribunal
finds in favor of the Company, the Ceiling Price shall be applicable and the amounts paid to JGTDS against the order of
the Appellate Division shall be refunded.
The hearing before the Tribunal has been concluded on 23 February 2023. The Company is awaiting for the Arbitration
Award.
2022 2021
Taka'000 Taka'000
Cash and cash equivalents for the purpose of the statement of cash flows 4,843,726 5,276,723
*The current accounts balances are included amounting to Taka 286,823 (in thousands) of dividend accounts.
In the year 2011, authorized capital was increased from Taka 7,000,000,000 to Taka 14,000,000,000. Further 58,068,675
ordinary shares of Taka 100 per share were issued as right shares at par amounting to Taka 5,806,867,500 offered on the
basis of 1:1, for which approval of Bangladesh Securities and Exchange Commission (BSEC) was obtained on 8 September
2011. Moreover, face value of each ordinary share has been denominated from Taka 100 to Taka 10 at 4 December 2011.
2022 2021
Taka'000 Taka'000
2022 2021
Taka'000 Taka'000
11.7 Dividends
The final dividend amounts to Taka 1.74 billion which is Taka 1.50 per share of Taka 10 each for the year 2022 proposed
by Board of Directors of the Company for approval at the Annual General Meeting of Shareholders. As this dividend is
subject to approval by the shareholders in the Annual General Meeting, it has not been included as a liability in these
financial statements as of 31 December 2022. Total cash dividend including this final cash dividend stands at 48% of the
paid-up capital (i.e. BDT 4.80 per share) for the year 2022.
2022 2021
Taka'000 Taka'000
B. Short term
Current portion 27,582 29,280
2022 2021
Taka'000 Taka'000
14. Deferred tax liabilities
Deferred tax by type of temporary differences that resulted in deferred tax assets and liabilities:
Property, plant and equipment 2,199,220 2,364,094
Actuarial gain - 704
Deferred tax liabilities 2,199,220 2,364,798
B. Actuarial valuation
The actuarial valuations of the plan and the present value of the defined benefit obligation were carried out at 31
December 2022 by a professional actuary using Projected Unit Credit Method.
2022 2021
Taka'000 Taka'000
2022 2021
Taka'000 Taka'000
F. Sensitivity
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
31 December 2022
Effect in thousands of taka
Increase Decrease
Discount rate 504,411 554,265
Salary increase rate 553,804 504,599
2022 2021
Taka'000 Taka'000
D. Sensitivity
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
31 December 2022
Effect in thousands of taka
Increase Decrease
Discount rate 174,412 195,257
Salary increase rate 194,495 174,730
2022 2021
Taka'000 Taka'000
16. Provisions
Site restoration provisions
Balance at 1 January 50,493 41,865
Addition for the year 9,870 9,516
Translation adjustment 6,838 (888)
Balance at 31 December 67,201 50,493
The Company is required to restore a quarry site, the estimated costs of site restoration are accrued and recognized to
the cost of sales, on the basis of mines closure plan submitted to Indian Bureau of Mines (IBM).
*The Company entered into forward contracts with the commercial banks in order to manage its foreign exchange
exposure due to change in exchange rates. The amount is the difference between market prices and prices the Company
would pay to settle the foreign exchange liabilities at the end of the year.
20.1 Commitments
Commitments related to operating activities
2022 2021
Taka'000 Taka'000
20.2 Contingent Liabilities
Tax related cases with the tax authorities and Hon'ble High Court 1,869,132 1,869,132
VAT related cases with the VAT authorities and Hon'ble High Court 444,250 444,250
Custom related case with the Hon'ble High Court 5,000 5,000
2,318,382 2,318,382
20.3 Claims
a. Claims against the Company not acknowledged as debt Nil Nil
i) The Ministry of Environment, Forests and Climate Change (MOEFCC), vide Letter No. F.No.8- 64/2007-FC dated 22 April 2010
and Letter No. F.No.8-64/2007-FC dated 29 February 2012, has granted permission for diversion of 116.589 ha. of forest land
for limestone mining and other ancillary activities in favour of M/s Lafarge Umiam Mining Private Limited (LUMPL) in Sohra
-Tehsil, Khasi Hills Division of Meghalaya. In terms of conditions of forest clearance, it was mandated that Compensatory
Afforestation, shall be raised and maintained over 428.483 ha. of degraded forest land from the funds realized from LUMPL.
Accordingly, LUMPL deposited an amount of Rs. 239 lakhs as cost of raising and maintaining Compensatory Afforestation with
the State Government.
In 2018, the Principal Chief Conservator of Forests (PCCF), Government of Meghalaya communicated to MOEFCC that
Compensatory Afforestation could not be raised due to non-availability of degraded forest land. By a letter dated 09 December
2019, PCCF has directed the Company to provide the details of 307 ha. of non-forest land for the purpose of transferring to the
State Forest Department for Compulsory Afforestation.
In 2020 LUMPL has received another letter from the Meghalaya Government (Chief Conservator of Forests & Nodal Officer FC
Act, 1980) dated 09 June 2020, to provide/acquire 116.589 ha. of non-forest land for raising compensatory afforestation.
Accordingly, the quantum of land likely to be reduced from earlier demand of 307 ha to 116.589 ha. and also the total cost is
approximately from Rs. 3,700 lakhs to Rs. 1,400 lakhs based on prevailing land rates.
By letter dated 14 October 2020, the Principal Chief Conservator of Forests (PCCF) has submitted a proposal to the
Government of Meghalaya recommending that LUMPL purchase only 116.589 ha. for CA in the land bank of 400 ha. identified
by the Government of Meghalaya. On 22 October 2020 the Government of Meghalaya has forwarded the proposal to the
Regional office of MOEFCC at Shillong. The proposal is presently being reviewed by the Regional office.
Since the requirement of provision of land by the Company was not part of the conditions based on which approval of “Forest
Clearance” was granted to the Company in the year 2012, the direction of the PCCF is subject to review and approval of
MOEFCC. LUMPL has made representations clarifying its position. The matter is still under review by MOEFCC. Till the outcome
of said review no provision has been made. However, the likely compensation that could arise for the procurement of land by
the Company for Compulsory Afforestation demanded by the State Government could be approximately Rs. 1,400 lakhs based
on prevailing land rates which is equivalent to Taka 178,332 (in thousand) as of 31 December 2022.
ii) The Company has received a demand notice from the Additional Director General, Directorate General of Goods & Service
Tax Intelligence, Guwahati Zonal Unit demanding Rs. 860.60 lakhs which are equivalent to Taka 109,623 (in thousand) as of 31
December 2022 as Service Tax under the Reverse Charge Mechanism on services received from the Government for extraction
of limestone during the period April 2016 to June 2017, the Company has paid Rs. 587.58 lakhs as Service Tax for the above
period before issuing the demand notice. The net demand of service tax of Rs. 276.77 lakhs are arising only due to
misinterpretation as to point of taxation/time of supply by the revenue authority. While the Company has paid Rs. 332.80 lakhs
GST in respect of services received from the Government under the Reverse Charge Mechanism, the revenue authority is
proposing service tax against the same.
In this connection, reference can be made to the judgement of the Hon’ble Supreme Court in the case of Udaipur Chamber of
Commerce and Industry vs UOI [SLP No. 37326 / 2017] wherein the Hon’ble Court has vide its order dated 11 January 2018
granted a stay from payment of service tax on grant of mining lease/royalty and the matter is presently sub-judice. Similar stay
from payment of service tax against royalty for mining has been granted by various Hon’ble High Courts.
The Company has submitted a reply to the Commissioner, Central GST Commissionerate, Shillong against the demand and
their response is awaited. The case has not been adjudicated in view of various ongoing cases for similar matters and
adjudication is kept in abeyance until the matter is settled at Hon’ble Supreme Court and various High Courts.
iii) The Company entered into a Limestone Mining Agreement with a mining contractor (the “Contractor”). The Contractor
failed to engage the right mining equipment, many mining equipment were more than 5 years old and in violation of the
provisions of the Agreement. The Contractor failed to produce right sizes of Limestone as specified in the Agreement. The
Company issued notices of Breach, Material Breach to the Contractor in terms of the Agreement. On 28 February 2017 the
Agreement was terminated. The Company submitted its ‘Request for Arbitration’ to the Secretariat of the International Court
of Arbitration (ICC), Paris as per the provisions of the Agreement, with a claim of Taka 264.86 million. The Contractor made
counter-claim of Taka 733.25 million. By order dated 11 September 2017, the ICC appointed Arbitration Tribunal rejected the
counterclaim of the Contractor on procedural ground. On 11 December 2017, the Contractor filed an application before the
Calcutta High Court under Section 34 of the Arbitration and Conciliation Act, 1996 seeking to set aside the Order of the
Arbitration Tribunal dated 11 September 2017 (the "Application"). The Hearing on the Application is awaited. Arbitration
proceedings however continue to proceed on the claim filed by LUMPL. The Contractor has filed an application for stay of the
Order dated 11 September 2017 before the Tribunal on the ground that the matter is pending before the High Court. The
application is yet to be heard by the Tribunal. The Company is of the opinion that the counter-claim of the Contractor, even if
taken on record by the Tribunal at a subsequent stage or under order of the High Court, is not likely to succeed in full on merits
of the matter and accordingly counterclaim of the Contractor has not been acknowledged as debt and no provision for the
same has been made. The lawyers are of the view that the case of Company is strong on merits.
2022 2021
Taka'000 Taka'000
21. A. Revenue
The Company derives its revenue from the transfer of goods at a point in the time in the following product lines. This is
consistent with the segment information that is disclosed for each reportable segment under IFRS 8 (Note- 21B).
Segment revenue
B. Segment information
C. Major customers
The Company has no reliance on any of its customers.
2022 2021
Taka'000 Taka'000
22 Cost of Sales
Opening finished goods and work in process (Note-7) 920,122 611,756
Raw materials costs (Note-22.1) 5,192,878 4,816,723
Consumption of purchased clinker 3,381,058 3,202,502
Power and fuel costs 1,859,805 1,901,678
Production and maintenance costs (Note-22.2) 3,051,360 2,603,149
Plant-general and administrative costs (Note-22.3) 407,359 407,127
Freight cost to customers 341,712 338,777
Depot operating and transportation costs (Note-22.4) 1,109,030 923,099
Site restoration costs 9,870 9,516
Closing finished goods and work in process (Note-7) (1,013,424) (920,122)
15,259,770 13,894,205
2022 2021
Taka'000 Taka'000
22.3 Plant general and administrative costs
Salary, allowances and benefits 105,819 131,793
Contributions to employees' benefit schemes 7,386 7,026
Staff welfare expenses 56,982 45,795
Training, seminars and meetings 5 513
Travelling 7,310 5,161
Rent 3,190 1,494
Gas, electricity and water 806 982
Telephone, fax and postage 1,896 2,079
Office maintenance 32,860 33,867
Security services 80,177 72,267
Printing and stationery 907 833
Other supplies and spares 11,131 8,292
Other office expenses 27,810 20,869
Legal expenses 2,061 1,265
Consultancy 7,332 11,028
Vehicles running expenses 3,834 4,403
Corporate social activities 22,696 16,470
Insurance 35,157 42,990
407,359 407,127
2022 2021
Taka'000 Taka'000
24. Sales and marketing expenses
Salary, allowances and benefits 171,913 149,913
Contributions to employees' benefit schemes 16,166 13,596
Staff welfare expenses 164 -
Training, seminars and meeting 535 679
Travelling 18,652 15,141
Gas, electricity and water 1,060 667
Telephone, fax and postage 2,040 2,013
Entertainment 260 211
Office maintenance 3,762 2,261
Printing and stationery 142 289
Other office expenses 17,452 8,869
Registration and other fees 7,162 8,141
Vehicles running expenses 30,103 24,722
Advertisement expenses 313,658 208,924
Promotional expenses 23,371 20,025
Bad debts and provision for trade receivables 8,096 2,457
General survey and studies 2,712 1,120
Depreciation 1,533 1,880
618,781 460,908
25. Other operating income and expenses
A. Other operating income
Sale of miscellaneous scrap items 44,398 31,551
Gain on sale of property, plant and equipment - 2,730
Others 218 101,770
44,616 136,051
B. Other operating expense
Loss on sale of property, plant and equipment 12,017 -
2022 2021
28. A. Earnings per share (EPS)
The computation of basic and diluted earnings per share for the
years ended 31 December 2022 and 31 December 2021 are as follows:
Transaction Receivable/
value during (Payable)
the year at 31 Dec 2022
Name of the Party Relationship Nature of transaction Taka '000 Taka '000
Surma Holding B.V. Shareholder Dividend payment 3,965,455 -
LH Trading Pte Ltd Group Company Intercompany purchase 1,028,431 (67,740)
Lafarge S.A. Group Company Technical assistance/trademark license 183,907 (554,794)
Cementos Molins Group Company Trademark license/travel expenses 101,048 (266,432)
Holcim Limited Group Company Trademark license 119,236 (244,083)
Bengal Development Corporation Shareholder's associated entity Cement sales 5,608 (42)
Holcim Group Services Ltd. Group Company Intercompany services 18,791 (57,954)
Eastern Housing Ltd. Shareholder's associated entity Cement sales 2,771 82
Jahurul Islam Medical College Shareholder's associated entity Cement sales 8,084 676
Bank Asia Limited Shareholder's associated entity Cement sales 168 -
Holcim Services (South Asia) India Group Company Intercompany services 54,521 (106,445)
Holcim Technology Holderbank Group Company Intercompany services - (7,813)
Holcim Technology Ltd. Group Company Trademark license 404,190 (1,018,591)
Aftab Bahumukhi Firm Ltd. Shareholder's associated entity Cement sales 1,671 30
Opex Group Shareholder's associated entity Cement sales 1,426 148
Sinha Peoples Energy Ltd. Shareholder's associated entity Cement sales 469 99
MG Properties Ltd. Shareholder's associated entity Cement sales 1,056 (126)
LAFARGEHOLCIM BANGLADESH LIMITED
Notes to the consolidated financial statements
For the year ended 31 December
Transaction Receivable/
value during (Payable)
the year at 31 Dec 2021
Name of the Party Relationship Nature of transaction Taka '000 Taka '000
Surma Holding B.V. Shareholder Dividend payment 683,701 -
LH Trading Pte Ltd Group Company Intercompany purchase 1,287,088 (108,075)
Lafarge S.A. Group Company Technical assistance/Trademark license 95,802 (498,591)
Cementos Molins Group Company Trademark license/Travel expenses 84,793 (255,496)
Holcim Limited Group Company Trademark license (111,260) (124,847)
Holcim Asean Business Service Centre Group Company Technical assistance - (47,027)
Bengal Development Corporation Shareholder's associated entity Cement sales 752 (207)
Holcim Group Services Ltd. Group Company Intercompany services 12,843 (66,673)
Holcim International Services Singapore Pte Ltd. Group Company Intercompany services 13,414 (4,862)
Eastern Housing Ltd. Shareholder's associated entity Cement sales 243 64
Jahurul Islam Medical College Shareholder's associated entity Cement sales 552 552
Bank Asia Limited Shareholder's associated entity Cement sales - (1)
Holcim Services (South Asia) India Group Company Intercompany services 45,810 (77,859)
Holcim Technology Holderbank Group Company Intercompany services - (6,428)
Holcim Technology Ltd. Group Company Trademark license 339,171 (745,078)
Aftab Bahumukhi Firm Ltd. Shareholder's associated entity Cement sales 287 147
Opex Group Shareholder's associated entity Cement sales 86 176
Sinha Peoples Energy Ltd. Shareholder's associated entity Cement sales - 15
LafargeHolcim IT EMEA Group Company Technical assistance 1,869 (1,812)
2022 2021
Taka'000 Taka'000
30. Directors', Managers' and Officers' Remuneration
Salary, allowances and benefits 511,065 524,746
Contributions to employees' benefit scheme 41,761 40,434
Reimbursable expenses 19,350 11,902
572,176 577,082
During the year, the Board of Directors did not receive any remuneration or fees for services rendered by them.
134
135
31. Financial instruments
A. Accounting classifications
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair
value information for financial assets and financial liabilities not measure at fair value if the carrying amount is a reasonable approximation of fair value.
31 December 2021
2022 2021
Taka'000 Taka'000
The carrying amounts of financial assets represents the maximum credit exposure.
Expected credit losses on financial assets recognized in profit or loss up to 2022 were as follows:
Expected credit loss on trade receivables from contracts with customers (143,992) (145,175)
(143,992) (145,175)
The management has established a credit policy under which each new customer is analyzed individually for
creditworthiness. The Company's review includes financial statements and industry information. Credit limits are
established for each customer and reviewed on a regular basis. Any sales exceeding those limits require approval from
the credit committee.
The Company limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one
to three months for distributors and corporate customers respectively. In monitoring customer credit risk, customers are
grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they
are distributors, corporate customers, industry, trading history with the Company and existence of previous financial
difficulties. The Company obtains bank guarantees from customers.
For trade receivables the Company determined expected losses on trade receivables by using a provision policy, estimated
based on historical credit loss based on past due status of the debtors. The Company also considered whether the receivables
were secured by bank guarantee in determining the amount of expected credit loss.
2022 2021
Taka'000 Taka'000
The change in the valuation allowance for
doubtful receivables is as follows:
Balance at 1 January (145,175) (145,852)
Decrease in current year 1,183 677
(143,992) (145,175)
The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on
financial liabilities. The Company also monitors the level of expected cash inflows on trade and other receivables together with
expected cash outflows on trade and other payables.
31 December 2022
31 December 2021
The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by
the Company in line with the requirements of IFRS 9.
a) Currency risk
The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between the
currencies in which purchases and borrowings are denominated. The currencies in which these transactions are
primarily denominated are Euro, US dollars, Swiss franc and Indian rupee.
At each financial position date, monetary assets and liabilities denominated in foreign currencies recorded at historical
cost are retranslated at the functional currency closing rate provided by Bangladesh Bank (Central Bank). The resultant
gain and loss has been reflected in the financial statements. These rates are as follows:
A change of 50 basis points (bp) in foreign currencies would have increased or decreased equity and profit or loss of the
Company by the amounts shown below:
Estimated Estimated
impact impact
on profit/loss on profit/loss
and equity (+/-) and equity (+/-)
2022 2021
Taka'000 Taka'000
Particulars
Assets denominated in USD 1,209 2,202
Assets denominated in INR 11,518 13,611
Other liabilities denominated in USD 1,190 1,485
Other liabilities denominated in EUR 239 287
Other liabilities denominated in INR 12,074 8,644
Other liabilities denominated in CHF 241 218
2022 2021
Taka'000 Taka'000
Interest bearing financial instruments of the Company
at reporting date are as follows:
Financial assets
Short term deposits 2,500,337 3,714,401
2,500,337 3,714,401
Financial liabilities
Lease liabilities 31,426 58,391
31,426 58,391
2022 2021
32. Number of Employees
LafargeHolcim Bangladesh Limited
Nationality:
Bangladeshi 562 544
Non-Bangladeshi 6 7
Salary range:
Monthly Taka 3,000 or above 700 668
Monthly below Taka 3,000 Nil Nil
2022 2021
34. Reconciliation of net profit with cash flows from operating activities
Net profit for the period 4,444,511 3,881,843
Income tax expenses 1,299,201 945,816
To the Shareholders of
LafargeHolcim Bangladesh Limited
Opinion
We have audited the financial statements of LafargeHolcim Bangladesh Limited (hereinafter referred to as “the Company”),
which comprise the statement of financial position as at 31 December 2022, 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 notes to the
financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the
Company as at 31 December 2022, and of its financial performance and its cash flows for the year then ended in accordance
with International Financial Reporting Standards (IFRSs), the Companies Act 1994 and other applicable laws and regulations.
We have conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of
Ethics for Professional Accountants (IESBA Code) together with ethical requirement that are relevant to our audit of the
financial statements in Bangladesh, and we have fulfilled other ethical responsibilities in accordance with the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to note 10.1 to the accompanying financial statements stating that the Company has legal issues in relation
to the excess gas tariff raised by Jalalabad Gas Transmission and Distribution System Limited (JGTDS).
JGTDS filed an appeal before the Appellate Division, Supreme Court of Bangladesh (the “Appeal”) on 8 March 2021. The
Appellate Division directed the Company to pay JGTDS the full claimed amount of Taka 903 million in quarterly instalments of
Taka 100 million. The Company is since complying with the Court order.
However, the Arbitration Tribunal has been formed. The hearing has been completed on 23 February 2023 and the Company
is awaiting for the Arbitration Award from the Tribunal.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current year. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter
below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatements of the financial statements. These results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
National Office: BTMC Bhaban (6th & 7th Floor), 7-9 Karwan Bazar Commercial Area, Dhaka-1215, Bangladesh
Chattogram Office: Delwar Bhaban (4th Floor), 104 Agrabad Commercial Area, Chattogram-4100, Bangladesh
1) Revenue
Revenue recognition has significant and wide influence on financial statements. The Company reported revenue for the
amount of Taka 23,594 million. Revenue is recognized when the amounts and the related costs are reliably measured and the
performance obligation is completed through passing of control to the customers. While the risk and rewards are being
transferred for the performance obligations at the delivery point and control has passed, there is a risk that the Company
might misstate or manipulate sales quantity or price in the financial statements. There is also a risk that revenue may be
overstated or understated through various discounts and incentives.
• We assessed the reporting environment of the Company as well as other relevant systems supporting the
accounting of revenue;
• We examined customer invoice (Mushak 6.3), VAT submission form (Mushak 9.1) and receipts of payment on a test
basis;
• We examined ERP system (SAP) which generated sales report (48 report) and compared with dispatch report (701
report);
• We summarized Mushak 9.1, Mushak 6.7, month wise sales and cross checked with financial statements booked as
revenue;
• We performed detailed walk through tests for the discounts and trade incentives;
• We obtained and reviewed supporting documents for sales transactions recorded;
• We assessed whether the sufficient disclosure has been given; and
• We tested the timing of revenue recognition as well as cut off checked.
The Company is required to, at least annually, perform impairment assessments of intangible assets including goodwill that
have an indefinite useful life. For intangible assets with useful lives, the Company is required to review these for impairment
whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable, and at least
annually, review whether there is any change in their expected useful lives.
For the purpose of performing impairment assessments, intangible assets including goodwill have been allocated to the
Company of cash generating units (CGUs). The recoverable amount of the underlying CGUs is supported by value-in-use
calculations which are based on future discounted cash flows.
Management concluded that the intangible assets including goodwill were not impaired for the year ended 31 December
2022.
We focused on this area as the assessments made by management involved significant estimates and judgments, including
sales growth rates, gross profit margin, net profit margin and perpetual growth rates used to estimate future cash flows and
discount rates applied to these forecasted future cash flows of the underlying CGUs. These estimates and judgments may be
affected by unexpected changes in future market or economic conditions or discount rates applied.
• We understood, evaluated and validated management’s key controls over the impairment assessment process;
• We compared the methodology used (value-in-use calculations based on future discounted cash flows) by the
Company with market practice;
• We obtained management’s future cash flow forecasts, tested the mathematical accuracy of the underlying
value-in-use calculations and agreed them to the approved one-year financial budget and future forecasts. We also
compared historical actual results to those budgeted to assess the quality of management’s forecasts;
• We also assessed the reasonableness of key assumptions used in the calculations, comprising sales growth rates,
operating profit margin, EBITDA margin, perpetual growth rate and discount rates. When assessing these key
assumptions, we discussed them with management to understand and evaluate management’s basis for
determining the assumptions, and compared them to external industry outlook reports and economic growth
forecasts from a number of sources. We also engaged our valuation experts to assist us in assessing the
reasonableness of the discount rates used by management by comparing the discount rates used to entities with
similar risk profiles and market information;
• We obtained and tested management’s sensitivity analysis around the key assumptions, to ascertain that selected
adverse changes to key assumptions, both individually and in aggregate, would not cause the carrying amount of
intangible assets including goodwill to exceed the recoverable amount;
• We evaluated management’s assessment on whether any events or change in circumstances indicate there may be
a change in the expected useful lives of intangible assets; and
• We found the Company estimates and judgments used in the impairment assessment and review of useful lives of
intangible assets to be supported by the available evidence.
The Company reported net deferred tax liabilities amounting to Taka 1,839 million as at 31 December 2022. Significant
judgment is required in relation to deferred tax liabilities as their settlement/recoverability is dependent on forecasts of future
profitability over a number of years.
Refer to note 14 to the financial statements for relevant disclosures regarding deferred tax liabilities.
• We obtained an understanding, evaluated the design and tested the operational effectiveness of the Company key
controls over the recognition and measurement of deferred tax and the assumptions used in estimating the
Company future taxable income;
• We also assessed the completeness and accuracy of the data used for the estimations of future taxable income;
• We involved tax specialists to assess key assumptions, controls, recognition and measurement of deferred tax; and
• Finally assessed the appropriateness and presentation of disclosures against IAS 12: Income Taxes.
Management is responsible for the other information. The other information comprises all of the information in the Annual
Report other than the financial statements and our auditor’s report thereon. The Annual Report is expected to be made
available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, on the other information obtained prior to the date of this audit report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with
International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 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.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
REPORT AND FINANCIAL STATEMENTS
As part of an audit in accordance with International Standards on Auditing (ISAs), we exercised professional judgment and
maintained professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current year, and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
In accordance with the Companies Act, 1994 and International Standards on Auditing (ISAs), 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 purpose 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 the statement of profit or loss and other comprehensive income along
with the annexed notes 1 to 40 dealt with by the report are in agreement with the books of account; and
d. the expenditures incurred and payments made were for the purposes of the Company’s affairs.
A F Nesaruddin, FCA
Senior Partner
Dhaka, Bangladesh Enrolment # 469
Dated: 02 March 2023 Hoda Vasi Chowdhury & Co
DVC: 2303070469AS426880 Chartered Accountants
REPORT AND FINANCIAL STATEMENTS
Assets
Non-current assets
Property, plant and equipment 5 15,882,733 16,408,511
Intangible assets 6 317,776 317,776
Investment in subsidiaries 7 519,893 519,893
Current assets
Inventories 8 2,983,040 2,839,158
Trade receivables 9 525,707 556,658
Other current assets 10 1,759,274 1,149,467
Cash and cash equivalents 11 4,633,586 4,429,276
Non-current liabilities
Lease liabilities 13A 2,844 27,809
Deferred tax liabilities 14 1,838,780 2,075,324
Employee benefits 15 177,521 290,329
Current liabilities
Trade payables 16 8,458,243 6,213,486
Other current liabilities 17 1,037,043 806,142
Lease liabilities 13B 27,408 28,353
Current income tax liabilities 18 359,640 81,586
Unclaimed dividend 286,823 18,662
Total current liabilities 10,169,157 7,148,229
A F Nesaruddin, FCA
Senior Partner
Dhaka, Bangladesh Enrolment # 469
Dated: 02 March 2023 Hoda Vasi Chowdhury & Co
DVC: 2303070469AS426880 Chartered Accountants
2022 2021
Notes Taka'000 Taka'000
A F Nesaruddin, FCA
Senior Partner
Enrolment # 469
Dhaka, Bangladesh Hoda Vasi Chowdhury & Co
Dated: 02 March 2023 Chartered Accountants
DVC: 2303070469AS426880
2022 2021
Taka'000 Taka'000
29,609 (129,383)
297 (4,730)
Other comprehensive income for the year, net of tax 29,906 (134,113)
A F Nesaruddin, FCA
Senior Partner
Enrolment # 469
Dhaka, Bangladesh Hoda Vasi Chowdhury & Co
Dated: 02 March 2023 Chartered Accountants
DVC: 2303070469AS426880
In thousands of taka
Other
Share Retained components Total
capital earnings of equity equity
2022 2021
Notes Taka'000 Taka'000
*Refer to Note 36 for a reconciliation between net profit with cash flows from operating activities.
1. General information
LafargeHolcim Bangladesh Limited (LHBL) - (hereinafter referred to as "the Company") was incorporated on 11
November 1997 as a private limited company in Bangladesh under the Companies Act 1994 having its registered office in
Dhaka. At the time of incorporation the name of the Company was "Lafarge Surma Cement Limited". On 7 February 2017 the
Registrar of Joint Stock Companies and Firms of Bangladesh (RJSC) approved the name change to "LafargeHolcim Bangladesh
Limited" of the Company. The Company has subsequently been converted into a public limited company on 20 January 2003
and went for Initial Public Offering of shares in November 2003 which was fully subscribed and issued. The shares have since
been listed and are being traded in Dhaka and Chittagong Stock Exchanges.
The Company operates cement and aggregates manufacturing plants at Chhatak under Sunamganj district, and three
(3) grinding plants near Dhaka and Khulna. The Company extracts and processes the basic raw materials of limestone
from the quarry in Meghalaya owned by the Company's fully owned subsidiary Lafarge Umiam Mining Private Limited. A
17 kilometres cross-border belt conveyor links the quarry with the cement plant for transportation of raw materials. The
Company is engaged in manufacturing and marketing of building materials in the local and international market.
These financial statements have been prepared in line with the International Financial Reporting Standards (IFRS), the
Companies Act 1994 and the Securities and Exchange Rules 1987. More specifically, the financial statements of the
Company have been prepared in accordance with the provisions of International Accounting Standard 27 “Separate
Financial Statements". They were authorized for issue by the Company's Board of Directors on 2 March 2023.
Pursuant to recent amendment to the Companies Act, 1994 incorporating certain amendments, among others, is to
change of the word ‘Limited’ by the word ‘PLC’ in case of Public Limited Companies including listed ones. Necessary
formalities are in progress in implementing this change.
i) Estimates
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and of revenues and expenses. Such estimates are prepared on the
assumption of going concern and are established based on currently available information. Changes in facts and
circumstances may result in revised estimates, and actual results could differ from the estimates.
Significant estimates made by management in the preparation of these financial statements include assumptions used
for depreciation, deferred taxes, impairment of investment in subsidiary and provisions for employees benefits.
ii) Judgments
The accounting for certain provisions and the disclosure of contingent liabilities and claims at the date of the financial
statements is judgmental.
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair
values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques
as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the assets or liabilities,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Further information about the assumptions made in measuring fair values is included in financial instruments (Note 2.8
and 30).
These financial statements are presented in Bangladesh Taka (Taka/Tk/BDT), which is the Company's functional and
presentation currency. Figures have been rounded off to the nearest thousand Taka, unless stated otherwise.
Category Rate %
Building 2-3.5
Plant & machinery 3.3-20
Vehicles 20
Office equipment 10, 20 & 33.33
Furniture & fixtures 10
vii) Leases
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease. The Company uses its incremental borrowing rate as the
discount rate.
The Company presents right-of-use assets in ‘property, plant and equipment’ and lease liabilities in ‘borrowings’ in the
statement of financial position.
The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and
short-term leases. The Company recognizes the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
2.5 Goodwill
In the year 2019, Holcim Cement (Bangladesh) Limited (HBL) was amalgamated with the Company pursuant to a court
order. Investment in subsidiary - HBL and net equity of HBL have been eliminated and the excess representing goodwill
has been booked into the financial statements of the Company. This goodwill originally arose on the acquisition of HBL
as on 07 January 2018.
i) Software
Software costs are capitalized where it is expected to provide future economic benefits. Capitalization costs include
license fees and cost of implementation/system integration services which are capitalized in the year in which the
relevant software is installed for use. Costs of maintenance, up gradation and enhancements are charged off as revenue
expenditure unless they bring similar significant additional long term benefits.
2.7 Inventories
Inventories are stated at the lower of cost and net realizable value while packing materials and spare parts are valued at
cost. The cost of inventories is based on the weighted average cost method.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or
issue. A trade receivable without a significant financing component is initially measured at the transaction price.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business
model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL.
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
- the stated policies and objective for the portfolio and the operation of those policies in practice. These include
whether management’s strategy focuses on earning contractual interest income, maintaining a particular
interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or
expected cash outflows or realizing cash flows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported to the Company's management;
- the risks that affect the performance of the business model (and the financial assets held within that business
model) and how those risks are managed;
- how managers of the business are compensated-e.g. whether compensation is based on the fair value of the
assets managed or the contractual cash flows collected; and
- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales
for this purpose, consistent with the Company's continuing recognition of the assets.
Forward exchange contracts are used to hedge foreign currency exchange rate exposures.
Pursuant to the guidance in IFRS 9, the Company records in the statement of financial position derivative instruments at
their fair values. The accounting of changes in fair value of a derivative depends on the intended use of the derivative
and the resulting designation. The Company designates its derivatives based on the criteria established under IFRS 9.
In case of fair value hedge relationship, changes in fair value on the hedging items are recognized in the statement of
profit or loss of the year of change.
In case of cash flow hedge relationship, changes in fair value on the hedging items are recognized directly in other
comprehensive income for the effective portion and in the statement of profit or loss under the "Finance cost/income"
caption for the ineffective portion. The gain and loss recognized in equity is subsequently reclassified to the statement
of profit or loss when hedge exposure affects earnings.
iv) Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of financial position, but
retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred
assets are not derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The
Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
v) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position
when, only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to
settle them on a net basis or to realize the asset and settle the liability simultaneously.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rate between
the functional currency and foreign currency at the date of the transaction.
At each financial position date, monetary assets and liabilities denominated in foreign currencies recorded at historical
cost are retranslated at the functional currency closing rate provided by Bangladesh Bank (Central bank). The resultant
gain and loss has been reflected in the financial statements.
2.11 Taxation
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it
relates to items recognized directly in equity or in OCI.
The Company has determined that interest and penalties related to income taxes, including uncertain tax treatments, do
not meet the definition of income taxes, and therefore accounted for them under IAS 37: Provisions, Contingent
Liabilities and Contingent Assets.
i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount or current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes,
if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any
tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax liabilities are recognized for all temporary taxable differences.
Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilized.
Sale of the products, net of value added tax is recognized when the Company satisfied a performance obligation and
raising invoices to customers.
Contract liabilities primarily relate to the advance consideration received from customers for goods for which delivery
will occur at a future point in time.
2.13 Provision
The Company recognizes provisions when it has a legal or constructive obligation resulting from past events, the
resolution of which would result in outflow of resources embodying economic benefits from the Company.
Each material class of similar items is presented separately in the financial statements. Items of dissimilar nature or
function are presented separately unless they are immaterial.
Final dividend distributions to the Company's shareholders are recognized as a liability in the financial statements in the
period in which the dividends are approved by the Company's shareholders at the Annual General Meeting, while interim
dividend distributions are recognized in the period in which the dividends are declared and paid.
The new and amended standards are not expected to have a material impact on the Company’s financial statements.
The management of the Company is responsible for the preparation and fair presentation of the separate financial
statements of LafargeHolcim Bangladesh Limited.
Cost
Balance as at 1 January 2022 1,507,337 1,653,763 2,504,082 130,348 17,712,798 205,921 430,793 79,539 542,143 24,766,724
Additions - - 21,423 - 469,296 - 18,059 - 160,854 669,632
Disposals - - - - (29,387) (23,849) - - - (53,236)
Transfers - - 90,865 - 430,736 - 442 - (522,043) -
Balance as at 31 December 2022 1,507,337 1,653,763 2,616,370 130,348 18,583,443 182,072 449,294 79,539 180,954 25,383,120
Accumulated depreciation
Balance as at 1 January 2022 - 32,497 383,426 75,131 7,303,647 158,465 348,891 56,156 - 8,358,213
Disposals - - - - (15,053) (23,435) - - - (38,488)
Charge for the year - 72,601 100,081 24,965 934,957 18,439 24,589 5,030 - 1,180,662
Balance as at 31 December 2022 - 105,098 483,507 100,096 8,223,551 153,469 373,480 61,186 - 9,500,387
Carrying amounts
Balance as at 31 December 2022 1,507,337 1,548,665 2,132,863 30,252 10,359,892 28,603 75,814 18,353 180,954 15,882,733
LAFARGEHOLCIM BANGLADESH LIMITED
Notes to the financial statements
For the year ended 31 December
In thousands of taka
Cost
Balance as at 1 January 2021 1,507,337 1,653,763 2,216,719 130,348 17,179,330 192,392 422,143 75,047 707,283 24,084,362
Additions - - 42,827 - 148,278 49,987 8,650 1,230 489,149 740,121
Disposals - - - - (21,301) (36,458) - - - (57,759)
Transfers - - 244,536 - 406,491 - - 3,262 (654,289) -
Balance as at 31 December 2021 1,507,337 1,653,763 2,504,082 130,348 17,712,798 205,921 430,793 79,539 542,143 24,766,724
Accumulated depreciation
Balance as at 1 January 2021 - 600 282,090 48,213 6,512,856 174,004 319,936 49,933 - 7,387,632
Disposals - - - - (16,096) (36,458) - - - (52,554)
Charge for the year - 31,897 101,336 26,918 806,887 20,919 28,955 6,223 - 1,023,135
Balance as at 31 December 2021 - 32,497 383,426 75,131 7,303,647 158,465 348,891 56,156 - 8,358,213
Carrying amounts
Balance as at 31 December 2021 1,507,337 1,621,266 2,120,656 55,217 10,409,151 47,456 81,902 23,383 542,143 16,408,511
In thousands of taka
6. A. Intangible assets
Reconciliation of carrying amount In thousands of taka
2022 Construction
Goodwill Software in progress Total
Cost
Balance as at 1 January 2022 317,776 158,847 - 476,623
Balance as at 31 December 2022 317,776 158,847 - 476,623
Accumulated depreciation
Balance as at 1 January 2022 - 158,847 - 158,847
Balance as at 31 December 2022 - 158,847 - 158,847
Carrying amounts
Balance as at 31 December 2022 317,776 - - 317,776
In thousands of taka
2021 Construction
Goodwill Software in progress Total
Cost
Balance as at 1 January 2021 317,776 158,847 - 476,623
Balance as at 31 December 2021 317,776 158,847 - 476,623
Accumulated depreciation
Balance as at 1 January 2021 - 158,847 - 158,847
Balance as at 31 December 2021 - 158,847 - 158,847
Carrying amounts
Balance as at 31 December 2021 317,776 - - 317,776
2022 2021
Taka'000 Taka'000
7. Investment in subsidiaries
Details of investment in subsidiaries
Lafarge Umiam Mining Private Limited (LUMPL) 519,356 519,356
- a fully owned subsidiary incorporated in India
Lum Mawshun Minerals Private Limited (LMMPL) 537 537
- a 74% owned subsidiary incorporated in India
519,893 519,893
These represent investments made in the above entities against the shares issued by those companies in the name of
LafargeHolcim Bangladesh Limited (formerly known as Lafarge Surma Cement Limited).
2022 2021
Taka'000 Taka'000
8. Inventories
Raw materials 935,499 951,768
Semi-finished and finished products 1,055,296 933,043
Parts and supplies 992,245 954,347
2,983,040 2,839,158
9. Trade receivables
Trade receivables 525,707 556,658
To ensure continued supply of gas to the plant during the pendency of the Arbitration, the Company filed an application
before the High Court Division, Supreme Court of Bangladesh (the "High Court Division") for an interim injunction
restraining JGTDS from terminating the GSA or stopping the supply of gas. On 07 February 2021, the High Court Division
issued such interim relief in favor of the Company subject to submission of Bank Guarantee of Taka 860 million. Accordingly,
the Company submitted the Bank Guarantee.
However, JGTDS filed an appeal against the interim order before the Appellate Division, Supreme Court of Bangladesh (the
“Appellate Division”) on 8 March 2021 (the "Appeal"). The Appellate Division maintained the interim relief but directed the
Company to pay JGTDS the claimed amount which is Taka 903 million and monthly gas bills at the rate fixed by BERC. The
Company has paid Taka 1,392 million as of 31 December 2022 to JGTDS and accounted for the amount as other receivable. The
order of the Appellate Division relates to the interim relief and shall have no impact on the merit of the Arbitration pending
before the Tribunal. The Company has a good case before the Arbitration Tribunal. If the Tribunal finds in favor of the
Company, the Ceiling Price shall be applicable and the amounts paid to JGTDS against the order of the Appellate Division shall
be refunded.
The hearing before the Tribunal has been concluded on 23 February 2023. The Company is awaiting for the Arbitration Award.
2022 2021
Taka'000 Taka'000
Cash and cash equivalents for the purpose of the statement of cash flows 4,633,586 4,429,276
12.2 In the year 2011, authorized capital was increased from Taka 7,000,000,000 to Taka 14,000,000,000. Further 58,068,675
ordinary shares of Taka 100 per share were issued as right shares at par amounting to Taka 5,806,867,500 offered on the
basis of 1:1, for which approval of Bangladesh Securities and Exchange Commission (BSEC) was obtained on 08 September
2011. Moreover, face value of each ordinary share has been denominated from Taka 100 to Taka 10 at 04 December 2011.
12.3 Issued and subscribed capital
1,161,373,500 ordinary shares of Taka 10 each 11,613,735 11,613,735
2022 2021
Taka'000 Taka'000
2022 2021
Taka'000 Taka'000
12.8 Dividends
The final dividend amounts to Taka 1.74 billion which is Taka 1.50 per share of Taka 10 each for the year 2022 proposed
by Board of Directors of the Company for approval at the Annual General Meeting of Shareholders. As this dividend is
subject to approval by the shareholders in the Annual General Meeting, it has not been included as a liability in these
financial statements as of 31 December 2022. Total cash dividend including this final cash dividend stands at 48% of the
paid-up capital (i.e. BDT 4.80 per share) for the year 2022.
B. Short term
Current portion 27,408 28,353
2022 2021
Taka'000 Taka'000
B. Actuarial valuation
The actuarial valuations of the plan and the present value of the defined benefit obligation were carried out at 31
December 2022 by a professional actuary using Projected Unit Credit Method.
D. Movement in the present value of the defined benefit obligation are as follows:
Balance at 1 January 514,083 372,688
Current service cost 48,116 36,070
Interest cost 36,276 24,910
Actuarial (gain)/loss [Note D.1] (37,724) 111,775
Benefits paid during the year (32,276) (31,360)
Balance at 31 December 528,475 514,083
F. Sensitivity
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
31 December 2022
Effect in thousands of taka
Increase Decrease
Discount rate 504,411 554,265
Salary increase rate 553,804 504,599
2022 2021
Taka'000 Taka'000
C. Movement in the present value of the defined benefit obligation are as follows:
Balance at 01 January 149,810 105,991
Current service cost 12,766 9,646
Interest cost 10,563 7,205
Actuarial (gain)/loss [Note C.1] (23,442) 33,734
Benefits paid during the year (2,182) (6,766)
Balance at 31 December 147,515 149,810
D. Sensitivity
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
31 December 2022
Effect in thousands of taka
Increase Decrease
Discount rate 140,417 155,157
Salary increase rate 155,018 140,472
2022 2021
Taka'000 Taka'000
2022 2021
Taka'000 Taka'000
19.1 Commitments
Commitments related to operating activities
19.3 Claims
a. Claims against the Company not acknowledged as debt Nil Nil
20. A. Revenue
Sale of gray cement* 21,111,262 18,534,653
Sale of cement clinker 187,364 928,553
sale of aggregates 2,295,412 1,071,236
23,594,038 20,534,442
2022 2021
Taka'000 Taka'000
2022 2021
Taka'000 Taka'000
2022 2021
Taka'000 Taka'000
During the period, the Company carried out a number of transactions with related parties in the normal course of business. The name of these related parties, nature of these
transactions and their total value have been set out in accordance with the provisions of IAS 24: Related Party Disclosure.
2022
Transaction Receivable/
value during (Payable)
the year at 31 Dec 2022
Name of the Party Relationship Nature of transaction Taka '000 Taka '000
Lafarge Umiam Mining Private Limited Subsidiary company Purchase of limestone/dividend income 3,912,223 (1,967,202)
Surma Holding B.V. Shareholder Dividend payment 3,965,455 -
LH Trading Pte Ltd Group Company Intercompany purchase 1,028,431 (67,740)
Lafarge S.A. Group Company Technical assistance/trademark license 183,907 (554,794)
Cementos Molins Group Company Trademark license/travel expenses 101,048 (266,432)
Holcim Limited Group Company Trademark license 119,236 (244,083)
Bengal Development Corporation Shareholder's associated entity Cement sales 5,608 (42)
Holcim Group Services Ltd. Group Company Intercompany services 17,309 (56,236)
Eastern Housing Ltd. Shareholder's associated entity Cement sales 2,771 82
Jahurul Islam Medical College Shareholder's associated entity Cement sales 8,084 676
Bank Asia Limited Shareholder's associated entity Cement sales 168 -
Holcim Services (South Asia) India Group Company Intercompany services 49,518 (105,975)
Holcim Technology Holderbank Group Company Intercompany services - (7,813)
Holcim Technology Ltd. Group Company Trademark license 404,190 (1,018,591)
Aftab Bahumukhi Firm Ltd. Shareholder's associated entity Cement sales 1,671 30
Opex Group Shareholder's associated entity Cement sales 1,426 148
Sinha Peoples Energy Ltd. Shareholder's associated entity Cement sales 469 99
MG Properties Ltd. Shareholder's associated entity Cement sales 1,056 (126)
170
171
LAFARGEHOLCIM BANGLADESH LIMITED
Notes to the financial statements
For the year ended 31 December
2021
Name of the Party Relationship Nature of transaction Taka '000 Taka '000
Lafarge Umiam Mining Private Limited Subsidiary company Purchase of limestone 2,544,527 (409,256)
Surma Holding B.V. Shareholder Dividend payment 683,701 -
LH Trading Pte Ltd Group Company Intercompany purchase 1,287,088 (108,075)
Lafarge S.A. Group Company Technical assistance/trademark license 95,802 (498,591)
Cementos Molins Group Company Trademark license/travel expenses 84,793 (255,496)
Holcim Limited Group Company Trademark license (111,260) (124,847)
Holcim Asean Business Service Centre Group Company Technical assistance - (47,027)
Bengal Development Corporation Shareholder's associated entity Cement sales 752 (207)
Holcim Group Services Ltd. Group Company Intercompany services 11,566 (62,100)
Holcim International Services Singapore Pte Ltd. Group Company Intercompany services 13,414 (4,862)
Eastern Housing Ltd. Shareholder's associated entity Cement sales 243 64
Jahurul Islam Medical College Shareholder's associated entity Cement sales 552 552
Bank Asia Limited Shareholder's associated entity Cement sales - (1)
Holcim Services (South Asia) India Group Company Intercompany services 41,292 (74,442)
Holcim Technology Holderbank Group Company Intercompany services - (6,428)
Holcim Technology Ltd. Group Company Trademark license 339,171 (745,078)
Aftab Bahumukhi Firm Ltd. Shareholder's associated entity Cement sales 287 147
Opex Group Shareholder's associated entity Cement sales 86 176
Sinha Peoples Energy Ltd. Shareholder's associated entity Cement sales - 15
LafargeHolcim IT EMEA Group Company Technical assistance 1,869 (1,812)
2022 2021
Taka'000 Taka'000
29. Directors', Managers' and Officers' Remuneration
Salary, allowances and benefits 458,882 474,065
Contributions to employees' benefit scheme 38,306 36,356
Reimbursable expenses 18,872 11,560
516,060 521,981
During the year, the Board of Directors of the Company did not receive any remuneration or fees for services rendered by them.
LAFARGEHOLCIM BANGLADESH LIMITED
Notes to the financial statements
For the year ended 31 December
31 December 2021
172
REPORT AND FINANCIAL STATEMENTS
2022 2021
Taka'000 Taka'000
The carrying amounts of financial assets represents the maximum credit exposure.
Expected credit losses on financial assets recognized in profit or loss up to 2022 were as follows:
Expected credit loss on trade receivables from contracts with customers (143,992) (145,175)
(143,992) (145,175)
The management has established a credit policy under which each new customer is analyzed individually for
creditworthiness. The Company's review includes financial statements and industry information. Credit limits are
established for each customer and reviewed on a regular basis. Any sales exceeding those limits require approval from
the credit committee.
The Company limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one
to three months for distributors and corporate customers respectively. In monitoring customer credit risk, customers are
grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they
are distributors, corporate customers, industry, trading history with the Company and existence of previous financial
difficulties. The Company obtains bank guarantees from customers.
For trade receivables the Company determined expected credit losses on trade receivables by using a provision policy,
estimated based on historical credit loss based on past due status of the debtors. The Company also considered whether the
receivables was secured by bank guarantee in determining the amount of expected credit loss.
2022 2021
Taka'000 Taka'000
The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on
financial liabilities. The Company also monitors the level of expected cash inflows on trade and other receivables together with
expected cash outflows on trade and other payables.
31 December 2022
31 December 2021
The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by
the Company in line with the requirements of IFRS 9.
a) Currency risk
The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between the
currencies in which purchases and borrowings are denominated. The currencies in which these transactions are
primarily denominated are Euro, US dollars and Swiss franc.
A change of 50 basis points (bp) in foreign currencies would have increased or decreased equity and profit or loss of the
Company by the amounts shown below:
Estimated Estimated
impact impact
on profit/loss on profit/loss
and equity (+/-) and equity (+/-)
2022 2021
Taka'000 Taka'000
Particulars
Assets denominated in USD 339 579
Liabilities denominated in USD 11,024 3,514
Liabilities denominated in EUR 239 287
Liabilities denominated in CHF 232 195
2022 2021
Taka'000 Taka'000
2022 2021
Taka'000 Taka'000
33. Materials consumption
In terms of value
Imported
Raw materials 5,566,326 5,041,424
Spare parts and other supplies 283,665 219,321
5,849,991 5,260,745
Indigenous
Raw materials 1,292,376 1,175,376
Spare parts and other supplies 121,571 93,995
1,413,947 1,269,371
7,263,938 6,530,116
2022 2021
In terms of percentage
Imported
Raw materials 76.63 77.20
Spare parts and other supplies 3.91 3.36
80.54 80.56
Indigenous
Raw materials 17.79 18.00
Spare parts and other supplies 1.67 1.44
19.46 19.44
100.00 100.00
2022 2021
Items Unit Quantity'000 Taka'000 Quantity'000 Taka'000
2022 2021
2022 2021
Taka'000 Taka'000
36. Reconciliation of net profit with cash flows from operating activities
Net profit for the year 4,460,720 3,507,631
Income tax expenses 953,348 784,854
Net profit before tax 5,414,068 4,292,485
Depreciation and amortization 1,180,662 1,023,135
Other non-cash items 60,882 45,716
Non-operating items 317,101 36,504
Contribution to gratuity plan (152,182) (206,766)
Income tax paid (868,414) (369,946)
Changes in net working capital 587,469 267,673
Cash flows from operating activities 6,539,586 5,088,801
Annual
installed Actual Production
Products capacity 2022 2021
2022 2021
Taka'000 Taka'000
2022 2021
Number of Final for 2021 Number of Final for 2020
Name of Shareholder shares Taka'000 shares Taka'000
2022 2021
Name of Shareholder Currency Amount Currency Amount
* In addition to the above, an amount of Taka 3,568,910,033 (EUR 34,809,883) representing 683,698,700 shares has been
remitted through NITA account.
2022 2021
Taka'000 Taka'000
40. Lease disclosures
Short-term lease expenses (3,150) (12,828)
Payment for short-term leases (3,150) (12,828)
Dear Shareholders:
The Directors of Lafarge Umiam Mining Private Limited (the “Company”) take pleasure in presenting
their report together with audited financial statements of your Company for the year ended on
December 31, 2022.
During the year, your Company’s core focus remained on ‘Health, Cost and Cash’. Our operations
continued to pave the way for business continuity and resilience as we drove cost efficiencies and
prudently optimized cash flows.
Your Company is a subsidiary of LafargeHolcim Bangladesh Ltd. (LHBL). During the year in review the
Company exported 3,060 Kilo Tonne of limestone, the highest ever in its history. This impressive
achievement was made possible by the hard works and dedication of the Quarry team who
demonstrated an exceptional performance in optimizing mining and crushing costs.
One of the major steps taken by the quarry team to optimize the process was the commissioning of
a 33 Kilovolt (kV) Grid Power line. This played a crucial role in reducing the dependency on diesel. The
use of grid power not only reduced the carbon footprint of the Quarry, but it also resulted in a
significant reduction of power consumption cost, which dropped from INR 48 per tonne to INR 24 per
tonne, a reduction of 50%.
The Quarry received 5-star rating awarded by the Ministry of Mines, Government of India for its
efforts and initiatives taken for implementation of all-round Sustainable Development at the mine for
the last five (5) consecutive years from 2018-19 to 2022-23. Only 6% of mining companies in India
have received the 5-star rating and our Quarry is the only one in the north-eastern region of India
awarded with such prestigious rating.
Our dynamic growth trajectory and commitment to creating comprehensive value will persist with
the invaluable contributions of our employees, stakeholders, suppliers, financial institutions,
government and Board of Directors. As we embark on the upcoming year, the company places
utmost importance on health and safety and remains dedicated to fostering a supportive
environment. With confidence in our established processes for sustained value creation, the
company remains optimistic for the future.
Financial results:
In million INR
Year ended Year ended
Particulars 31st December 2022 31st December 2021
Revenue from operations 2,656.43 2,067.59
Expenditure 1,575.01 1,418.49
EBITDA 1,081.42 649.10
Interest and finance charges 5.35 1.50
Interest and other income 71.80 22.74
Depreciation 205.92 159.49
Profit / ( Loss ) before Taxation 941.95 510.85
Provision for tax 291.93 139.19
Other Comprehensive Income/(Loss) 5.27 1.51
Profit / ( Loss ) After Taxation 644.75 373.17
Earnings /(loss) per Share : 15.80 9.04
In 2022, your Company’s total export sale was INR 2,656.43 million. The dispatch volumn was 3.06
million tons. EBIDTA performance was INR 1081.42 million, which is 67% higher as compared to 2021.
The profit before tax was INR 941.95 million, which is 84% more than 2021. With a profit after tax of
INR 644.75 million, reserve and surplus stood at INR 2,490.71 million as compared to INR 2,462.96
million in 2021. There were several factors contributing these achievements, namely export of
highest quantity limestone in a year, cost optimization initiatives - variable costs and fixed costs,
reduction in interest cost and fluctuation in foreign exchange.
There has been no change in the nature of business of the Company during the financial year.
Dividend:
The Company has been accruing and preserving cash for growth, for future capital investment, to
meet working capital requirements and to cover for appropriate market & economic risks.
The Board of Directors does not recommend any Dividend for the financial year ended December 31,
2022.
Transfer to reserves:
The Company has not transferred any amount to the Reserves for the financial year ended December
31, 2022.
Share capital:
During the year under review, the Company has not issued any shares or convertible securities. The
Company does not have any scheme for the issue of shares, including sweat equity to its employees
or Directors.
Health and Safety (H&S) is the core value of your Company. H&S gets the highest priority in our
business decisions. Our goal is “ZERO Harm” to people, communities and environment. We
continuously work to improve our safety culture and performance across our operations in
Meghalaya, India.
During the year under review, your Company conducted its operations with zero harm. There was no
fatality, no Lost Time Injury and no Medical Injury.
On account of the continued COVID 19 pandemic, the Business Resilience Team (BRT) took proactive
steps in guarding the safety of Company employees, business partners and local communities.
Your Company shall continue to monitor the situation and ensure the health and wellbeing of all its
employees and local communities in 2023.
Production Performance:
Your Company exported 3.06 million tonnes of limestone which is significantly higher compared to
2.54 million tonnes exported in 2021. There is continuous improvement to feed both MMD & Skid
Mounted Crusher in parallel to run at 750 tonnes per hour (tph) of rated capacity. The performance
of the MMD and L&T Skid Mounted Crusher improved to 95.25% reliability as strict measures were
implemented to reduce overheads costs. The Grid Power has a reliability factor of 75% and a total of
INR 109 million have been saved from September 2021 to December, 2022 as compared to Diesel
Generator (DG) operations.
The Company has in place a Corporate Social Responsibility (CSR) Committee (the “Committee”)
which is a sub-committee of the Board of Directors. The Committee currently comprises of four (4)
members.
The CSR Policy of the Company has been placed on the Company’s website.
The Chief Financial Officer of the Company has certified that CSR funds so disbursed for the projects
have been utilized for the purposes and in the manner as approved by the Board.
The establishment of an effective corporate governance and internal control system is essential for
sustainable growth and long-term improvements in corporate value, and accordingly the Company
works to strengthen such structures. The Company believes that a strong internal control framework
is an important pillar of Corporate Governance.
The Company has in place necessary internal financial controls and systems with regard to
adherence to Company policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial information. The system includes policies and procedures, delegation of authority, internal
audit and review framework etc.
The Company periodically assesses design as well as operational effectiveness of its internal controls
across multiple functions and locations through extensive internal audit exercises. Based on the
assessment of internal audit function of the parent company, LHBL, process owners undertake
corrective action in their respective areas, and thereby strengthen the controls.
Directors:
The Company has six (6) Directors on the Board. The Directors are not liable to retire by rotation.
Appointments:
Mr. George Chacko was appointed as an Additional Director on the Board of the Company effective
from November 24, 2022 (Nominated by LHBL).
Resignations:
Mr. Narayan Sharma has resigned from the Board with effect from December 1, 2022.
The Board of Directors of the Company thanks Mr. Sharma for his contributions, leadership and
guidance provided during his tenure as Director of the Company.
Furthermore, Mr. Rajesh Kumar Surana has resigned from the Board with effect from February 14,
2022. The Board of Directors of the Company thanks Mr. Surana for his contribution, excellent
leadership, dedication and guidance provided during his tenure as Director of the Company.
In accordance with Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their
knowledge and belief and according to the information and explanation obtained by them, confirm that:
1. in preparation of the annual accounts for the year ending December 31, 2022, the applicable
Accounting Standards have been followed along with proper explanations provided for
material departures, if any;
2. the accounting policies selected have been applied consistently and judgments and
estimates are made, that are reasonable and prudent to give a true and fair view of the state
of affairs of the Company as on December 31, 2022, and of the profit of your Company for
the year ended on that date;
3. proper and sufficient care has been taken for the maintenance of adequate accounting
records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
4. the annual accounts for the year ended December 31, 2022, have been prepared on a going
concern basis;
5. that proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively; and
6. that the directors have devised proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating effectively.
183
BOARD OF DIRECTORS’ REPORT
Lafarge Umiam Mining Private Limited
There are no observations made in the Auditor’s Report and the notes to the accounts are
self-explanatory and hence do not call for any further comments. The Auditors Report is enclosed
with the financial statements in this Annual Report. The Secretarial Audit Report is not obtained by
the Company as the same is not applicable on your company.
Reporting of fraud:
The Auditors of the company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any
other sources.
Statutory Auditors:
As per Section 139(2)(b) of the Companies Act, 2013 read with Rule 6(3)(i) and the first proviso of Rule
3(7) of the Companies (Audit & Auditors) Rules, 2014, the maximum period for which an audit firm
can serve a company as a Statutory Auditors is for two (2) terms of five (5) consecutive years subject
to ratification in every annual general meeting by way of passing an ordinary resolution.
M/s RKP Associates, Chartered Accountants (having Firm Registration No. 322473E), Statutory
Auditors of the Company will be completing one (2) term of five (5) years at the conclusion of this
23rd Annual General Meeting of the Company. Accordingly, it is proposed P. Gaggar & Associates,
Chartered Accountants be appointed as Statutory Auditors of the Company for a term of five (5) years
to hold office from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th
Annual General Meeting of the Company subject to ratification of their appointment at every AGM by
way of passing an ordinary resolution.
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board meetings and Annual General Meetings.
Cost Records:
The Company has maintained cost records in accordance with the provisions of Companies Act, 2013
read with Companies (Cost Records and Audit) Rules, 2014.
During the year ended December 31, 2022, the Board of Directors met five (5) Board Meetings were
held in 2022 viz. on January 27, 2022, February 18, 2022, April 25, 2022, July 19, 2022 and November
24, 2022.
The particulars of loans, guarantees, and investments have been disclosed in the financial
statements.
The Company has zero tolerance towards sexual harassment at the workplace. A policy has been
adopted in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has in place an Internal
Complaints Committee for dealing with complaints of sexual harassment. In 2022, no complaints of
sexual harassment were received by the Company.
The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the
financial year.
There are no proceedings, either filed by LUMPL or filed against LUMPL, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other
courts during the year 2022.
The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.
During the year under review, there were no such transactions.
The names of companies which have become or ceased to be its Subsidiaries, joint ventures or
associate companies during the year
The company does not have any Subsidiaries, joint ventures or associate company.
Annual Return:
As per the provisions of section 92(3) of the Companies Act, 2013, the Annual Return of the Company
for the financial year ended 31st December 22 is available on our website www.lumpl.com
The MCA vide its notification No G.S.R. 111(E) dated February 16, 2015, has made the application of
Companies (Indian Accounting Standards) Rules, 2015 (the “2015 Rules”), effective for certain
categories of companies from accounting periods beginning on or after April 01, 2016.
The audited financial statements of the Company drawn up for the financial year ending December
31, 2022 are in compliance with Clause III of Sub – Rule – 1 of Rule 4 of the 2015 Rules. Figures for the
previous year have also been re-stated in line with the requirements of the 2015 Rules.
Information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this report
as Annexure “B”.
The Company has formulated a risk management policy and has in place a mechanism to inform the
Board Members about risk assessment and minimization procedures. The Board periodically reviews
the risk to ensure that executive management controls risk by means of a properly designed
framework.
Public Deposits:
During the year under review, the Company has not accepted any deposit from the public.
Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report
No material changes or commitments have occurred between the end of the financial year and the
date of this Report, which affect the Financial Statements of the Company with respect to the
reporting year.
The Quarry received 5-star rating at the National Level awarded by the Ministry of Mines, Government
of India for its efforts and initiatives taken for implementation of all-round Sustainable Development
at the mine for the last five (5) consecutive years from 2018-2019 to 2022-2023. For the assessment
year 2021-22, only 6% of mining companies in India have received the 5-star rating and our quarry is
the only one in the north-eastern region of India awarded with such a prestigious rating.
Acknowledgements:
Your Directors wish to place on record their sincere appreciation of the efforts and dedicated service
of all employees, which contributed to the continuous growth and consequent performance of the
Company amidst a challenging environment. Your Directors wish to place on record their gratitude
for the valuable assistance and co-operation extended to the Company by the Central Government of
India, State Government of Meghalaya, Government of Bangladesh, the Durbars of Nongtrai and
Shella villages, LHBL, banks, and project consultants.
ANNEXURE “A”
[Pursuant to Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended]
Number of Number of
Designation /
Name of meetings of CSR meetings of CSR
Nature of
Director Committee held Committee attended
Directorship
during the year during the year
Ms. Sonal Shrivastava Chairperson 2 1
Mr. Narayan Sharma * Member 2 2
Mr. Kazi Mizanur Rahman Member 2 2
Mr. Mohammad Iqbal Chowdhury Member 2 1
* Mr. Narayan Sharma has resigned on December 1, 2022 and Mr. George Chacko has been
appointed as Member on November 24, 2022.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects
approved by the board are disclosed on the website of the Company:
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of
sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if
applicable (attach the report):
Not Applicable.
5. Details of the amount available for set-off in pursuance of sub-rule (3) of rule 7 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for
set-off for the financial year, if any:
6. Average net profit of the Company as per section 135(5): INR 5,16,916,000
7. (a) Two percent of average net profit of the Company as per section 135(5) : INR 1.03 Cr
(b) Surplus arising out of the CSR projects or programmes or activities of the previous
financial years : Nil
(c) Amount required to be set-off for the financial year, if any : Nil
(d) Total CSR obligation for the financial year (7a + 7b - 7c). : INR 1.03 Cr
189
Mode of
Implementation -
Location of Amount Amount transferred
Amount Through
Item from the list the project spent in the to Unspent CSR
Name Local allocated Mode of Implementing Agency
Sl of activities Project current Account for the
of the area for the Implementation
No in Schedule VII duration financial project as per CSR
Project (Yes/ No) project - Direct (Yes/No)
year (in Section 135(6)
- - - - - - - - - - - - -
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
Mode of
Implementation -
Item from the list Location of Amount spent Through
of activities in the project
Name Local for the project Mode of Implementing
Sl Schedule VII to
of the area Implementation Agency
No the Act
Project (Yes/ No) - Direct (Yes/No)
CSR
State District Name Registration
number
Environmental Sustainability
4 -cleaning drives and plantation, (iv) Yes Meghalaya East Khasi Hills 13,68,117 Direct N/A N/A
Assistance to Community
development activities
SL Particulars Amount
1 Two percent of average net profit of the company 1,03,28,300
as per section 135(5)
9. (a) Details of Unspent CSR amount for the preceding three financial years:
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding
financial year(s):
- - - - - - - - -
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset
so created or acquired through CSR spent in the financial year (asset-wise details):
(a) Date of creation or acquisition of the capital asset(s) : NONE
(b) Amount of CSR spent for creation or acquisition of capital asset : NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset
is registered, their address etc. : NOT APPLICABLE
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset) : NOT APPLICABLE
11. Specify the reason(s), if the company has failed to spend two per cent of the average net
profit as per section 135(5): Not Applicable
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014
Sl. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Mining and quarrying 5109 100
192
193
IV. SHARE HOLDING PATTERN
(Equity share capital breakup as percentage of total equity)
No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of [As on 1-January-2022] [As on 31-December-2022] % Change
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil -- Nil --
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the financial year
* Addition Nil -- Nil --
* Reduction Nil Nil Nil Nil
Net Change Nil Nil Nil Nil
Indebtedness at the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil -- Nil --
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Not applicable as LUMPL is a Private Company
194
195
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Brief Description Details of Penalty / Authority Appeal made,
A. COMPANY
Penalty
ANNEXURE “C”
A. CONSERVATION OF ENERGY:
• Focused drive on improving energy consumption footprint by continual deployment of state of the art energy equipment.
• Installed and commissioned Grid Energy - A total of 33 KV power line utilized fully for running crushing plant and for all
the miscellaneous lighting purpose.
(b) The steps taken by the company for utilizing alternate sources of energy:
• As part of our commitment towards Green Energy, your Company has commissioned 33 KV Grid power line for a
sustainable energy- a step to reduce carbon footprint.
• Eliminate the dependency on diesel and Captive diesel power plant of 5 MVA (DG sets of 1,250 KVA X4), and;
• Promote green and clean energy.
• NIL
B. TECHNOLOGY ABSORPTION:
(b) Benefits derived like product improvement, cost reduction, product development or import substitution:
• NIL
(c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):
• NIL
• Foreign exchange earnings for the year ended 31.12.2022: INR 26,564.27 lakhs
• Foreign exchange outgo for the year ended 31.12.2022: INR 25.62 lakhs.
ANNEXURE “D”
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act,
2013 (‘the Act’) and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/ arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Act including certain arm’s length transactions under third proviso thereto:
Sl Particulars Details
1
a) Name (s) of the related party & nature of relationship LafargeHolcim Bangladesh Limited (Holding Company)
registered under the Bangladesh Companies Act 1994
b) Nature of contracts/arrangements/transaction Long Term Limestone and Shale purchase Agreement
c) Duration of the contracts/arrangements/transaction 35 years
d) Salient terms of the contracts or arrangements or LUMPL is a company incorporated in India as a 100%
transaction including the value, if any subsidiary of LafargeHolcim Bangladesh Limited of
Bangladesh, has been operating a limestone &shale mine
in Meghalaya, India for the purpose of extraction and
export of limestone & shale to a cross-border cement
manufacturing plant of LafargeHolcim Bangladesh
Limited in Bangladesh. The project was set up under the
agreement between the Government of India and the
Government of Bangladesh.
e) Date of approval by the Board May 2, 2002
f) Amount paid as advances, if any NIL
2
a) Name(s) of the related party & nature of relationship Holcim Services (South Asia) Limited, India (“HSSA”)
b) Nature of contracts/arrangements/transaction IT Enabled Services which includes Business application and
support services, Technical Services and IT Service Quality.
c) Duration of the contracts/arrangements/transaction 1 year
d) Salient terms of the contracts or arrangements or INR 39,29,400 (Rupees Thirty Nine Lacs Twenty Nine
transaction including the value, if any Thousand Four Hundred only) per annum.
e) Date of approval by the Board April 25, 2022
f) Amount paid as advances, if any NIL
3
a) Name(s) of the related party & nature of relationship Holcim Group Services Limited (“HGS”) - Software Use and
IT Service Agreement
b) Nature of contracts/arrangements/transaction IT Enabled Services which includes Business application and
support services, Technical Services and IT Service Quality.
c) Duration of the contracts/arrangements/transaction 1 year
d) Salient terms of the contracts or arrangements or Two agreement for year 2021 CHF 13,677 and for year
transaction including the value, if any 2022 CHF 19,588
e) Date of approval by the Board April 25, 2022
f) Amount paid as advances, if any NIL
1. Opinion
A. We have audited the accompanying standalone Ind AS Financial Statements of LAFARGE UMIAM MINING
PRIVATE LIMITED (“the Company”), which comprises the Balance Sheet as at 31st December, 2022, the
Statement of Profit and Loss Account (including Statement of Other Comprehensive income), Statement of
Change in Equity, the Cash Flow Statement for the year then ended, and notes to the Financial Statements
including a summary of significant accounting policies and other explanatory information (hereinafter referred
to as the “standalone Ind AS financial statements”).
B. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in
the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the
Company as at 31st December, 2022 and its profit, other comprehensive income, changes in equity, and its
cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the standalone Ind AS Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Ind AS
Financial Statements under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have
fulfilled our other Ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone Ind AS Financial statements
3. Information other than the Financial Statements and Auditor’s Report there on:
The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include
the standalone Ind AS financial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the standalone
Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013
with respect to the preparation of these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the Ind AS financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
5. Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements:
A. Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone Ind AS financial statements.
B. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the standalone Ind AS financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are
also responsible for expressing our opinion on whether the company has adequate internal financial
controls system in place and the operating effectiveness of such controls.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
5. Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements,
including the disclosures, and whether the standalone Ind AS financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
C. Materiality is the magnitude of misstatements in the standalone Ind AS Financial Statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i)
planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of
any identified misstatements in the Financial Statements.
D. We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
E. We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
F. From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the standalone Ind AS financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
6. Other Matter:
1. As per the requirement of Section 203 of the Companies Act, 2013, the Company has not appointed any
Company Secretary as on the date of audit report for the period ending 31st December 2022.
However, our opinion is not modified in respect of above matter
a. We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit;
b. In our opinion proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books;
c. The Balance Sheet, Statement of Profit and Loss (including Statement of Other Comprehensive
Income), Statement of Change in Equity, and Cash Flow Statement dealt with by this Report are in
agreement with the books of account ;
d. In our opinion the aforesaid standalone Ind AS financial statements comply with Indian Accounting
Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2016 as amended;
e. On the basis of written representations received from the directors as on 31st December, 2022, taken
on record by the Board of Directors, none of the directors is disqualified as on 31st December, 2022,
from being appointed as a director in terms of Section 164(2) of the Act ;
f. With respect to the adequacy of the internal financial control over financial reporting of the Company
and the operating effectiveness of such control, refer to our separate report in ‘Annexure – A’ to this
report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of
the Company’s internal financial controls over financial reporting;
g. Pursuant to the Notification No. GSR 463(E) dated 5th June 2015 issued by the Ministry of Corporate
Affairs, Government of India, provisions of Section 197 of the Companies Act, 2013, are not applicable
to the Company, being a Private Limited Company; and
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone Ind AS financial statements – Refer Note 33 & 34 to the financial statements;
ii. The Company had not entered into any long-term contracts including derivative contracts for
which there would have been any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the Company
from any person or entity, including foreign entity (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of section 143 of The Companies Act 2013, we give in the “Annexure-B”, a
statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)
We have audited the internal financial controls over financial reporting of LAFARGE UMIAM MINING PRIVATE LIMITED. (‘the
Company’) as of 31 December’ 2022 in conjunction with our audit of the standalone financial statements of the Company for
the year ended on the date.
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditor’s Responsibility:
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (the ‘Guidance Note’) and the Standards on Auditing, as specified under section 143(10) of the Companies Act, 2013,
to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial control systems over financial reporting.
A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transaction and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the
Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial
statements.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the
risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31st December’ 2022,
based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.
I) a) The Company has maintained proper records showing full particulars including
A) Quantitative details and situation of Property, Plant and Equipment.
B) The Company has maintained proper records showing full particulars of intangible assets.
b) As explained to us, all the Assets of the Company have been physically verified by the management at reasonable
intervals during the year and no material discrepancies have been noticed on such verifications.
c) According to the information and explanations given by the management, title deeds of immovable properties are
held in the name of the Company.
d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and
intangible assets during the year.
e) According to the information and explanations given by the management, no proceedings have been initiated
during the year or are pending against the Company as at 31st December, 2022 for holding any benami property
under the Benami Transactions (Prohibition) Amendment Act, 2016 and rules made thereunder.
II) a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year.
In our opinion, the procedures of physical verification of inventories followed by the management are reason¬able and
adequate having regard to the size and the nature of its business. The discrepancies noticed on physical verification of
inventory as compared with book records were not material considering the size of the company and the nature of its
business and the same have been properly dealt with in the books of accounts.
b) The Company had not been sanctioned working capital limits in excess of ₹ 5 crore, in aggregate from banks on the basis
of security of current assets and hence, filing of quarterly returns or statements is not applicable the company.
III) The Company has not made investments in any company, has not granted secured/ unsecured loans/advances in
nature of loans, or stood guarantee, or provided security to any parties. Therefore, the reporting under para 3 (iii) (a) (b)
(c) (d) (e) & (f) of the Order are not applicable to the Company.
IV) In our opinion and according to the information and explanations given to us, the Company had neither given any loan
or guarantee nor provided any security to director or any person to whom the directors are interested. Further, the
Company had not made any loan, investment, guarantee which are in violation of section 185 and 186 of the Companies
Act, 2013.
V) In our opinion and according to the information and explanation given to us, the Company has not accepted any
deposits from public. Therefore, the provisions of Para. 3(v) of the CARO 2020 are not applicable to the Company.
VI) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central
Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of the
opinion that prima facie the prescribed cost records have been maintained. However, we have not made a detailed
examination of the same.
VII) a) On the basis of test check carried out during the course of audit, we are of the opinion that, the Company is regular
in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State
Insurance, Income-tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Goods & Services
Tax, Cess and other statutory dues applicable to it.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
The unpaid undisputed dues in respect of Income-tax, Duty of Custom, Duty of Excise, Value Added Tax, Goods &
Services Tax, Cess and other statutory dues in arrears as at 31st December, 2022 for a period of more than six
months from the date they became payable, are:-
Period to Amount
Name of the Statute Nature of Dues which the involved
amount relates (Rs. in lacs)
b) According to the information and explanations given to us there are no dues of Income tax, Sales Tax, Service Tax,
Duty of Custom, Duty of Excise, Value Added Tax, Goods & Services Tax which have not been deposited on account
of any dispute.
VIII) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
IX) a) According to the records of the Company examined by us and the information and explanations given to us, the
Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender
during the year.
b) According to the information and explanations given to us and on the basis of our audit procedures, we report that
the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any
government authority.
c) In our opinion, and according to the information and explanations given to us, the company has no taken term loans
taken during the year hence, the provision of this clause is not applicable to the company.
d) According to the information and explanations given to us, and the procedures performed by us, and on an overall
examination of the financial statements of the Company, we report that no funds raised on short-term basis have
been used for long-term purposes by the Company.
e) According to the information and explanations given to us and on an overall examination of the financial statements
of the Company, we report that the Company has not taken any funds from any entity or person on account of or to
meet the obligations of its joint ventures or associate.
f) According to the information and explanations given to us and procedures performed by us, we report that the
Company has not raised loans during the year on the pledge of securities held in its subsidiaries, hence the clause
3(ix)(f) of the Order is not applicable to the Company.
X) a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments)
during the year and hence reporting under clause 3(x)(a) of the Order is not applicable
b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible
debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
XI) a) According to the information and explanations given to us and procedures performed by us, no fraud by the
Company and no material fraud on the Company has been noticed or reported during the year.
b) According to the information and explanations given to us and procedures performed by us, no report under
sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of
Companies (Audit and Auditors) Rules, 2014, as amended with the Central Government, during the year and upto
the date of this report.
c) We have taken into consideration the whistle blower complaints if any received by the Company during the year (and
upto the date of this report), while determining the nature, timing and extent of our audit procedures.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
XII) In our opinion and according to information & explanations given to us, the Company is not a Nidhi Company.
Therefore, the provisions of Para. 3(xii) (a), (b) & (c) of the Order are not applicable to the Company.
XIII) According to information & explanations given by the management, and on the basis of audit procedure performed for
the purpose, we are of the opinion that, transactions with the related parties are in compliance with section 177 and
section 188 of Companies Act, 2013, wherever applicable, and the details have been disclosed in the notes to the
Standalone Financial Statements, as required by the applicable Accounting Standards.
XIV) a) In our opinion and based on our examination, the Company have an internal audit system commensurate with the
size and nature of its business.
b) According to information & explanations given to us and based on our examination of the records of the Company
during the year, the Company had conducted internal audit for the year under audit, which we have considered in
determining the nature, timing and extent of our audit procedures.
XV) According to information & explanations given to us and based on our examination of the records of the Company
during the year, the Company has not entered into any non-cash transactions with its directors or persons connected
with its directors. and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
XVI) a) In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act,
1934 and accordingly, the provisions of Para. 3(xvi) (a), (b) & (c) of the Order are not applicable to the Company.
b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies
(Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
XVII) According to information & explanations given to us and based on our examination of the records of the Company
during the year, the Company has not incurred cash losses during the financial year covered by our audit and the
immediately preceding financial year.
XVIII) There has been no resignation of the statutory auditors of the Company during the year.
XIX) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and
Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to
our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report
indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit
report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year
from the balance sheet date, will get discharged by the Company as and when they fall due.
XX) a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects
requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to
sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not
applicable for the year.
b) There are no unspent amounts towards Corporate Social Responsibility (CSR) on ongoing projects requiring a
transfer to a Fund to a special account in compliance with the proviso to sub-section (6) of Section 135 of the said Act.
As at 31.12.2022 As at 31.12.2021
Particulars Note ( Rs. in Lakhs) ( Rs. in Lakhs)
I. Assets
Non-current assets
(a) Property, plant and equipment 03 10,496.82 10,553.72
(b) Right of use assets 03B 140.56 90.22
(c) Capital work-in-progress 04 462.62 870.92
(d) Other Intangible assets 03 3,765.41 3,895.23
(e) Financial assets
(i) Loans & Advance 05 168.00 209.18
(ii) Other financial assets - -
(f) Other non-current assets 06 226.77 2,124.82
Total non-current assets 15,260.18 17,744.09
Current assets
(a) Inventories 07 1,271.81 1,136.59
(b) Financial assets
(i) Trade receivable 08 15,418.43 3,544.14
(ii) Cash and cash equivalents 09 1,649.54 2,939.74
(iii) Other bank balances other than (ii) above 10 - 4,709.57
(iv) Other financial assets 11 & 05 - 54.44
(c) Current Tax Assets (Net) 06 - -
(d) Other current assets 06 2,899.48 5,417.70
Total current assets 21,239.26 17,802.18
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 03C 2.68 28.84
(ii) Other financial liabilities 18 3.38 3.38
(b) Provisions 14 738.77 673.05
(c) Deferred tax liabilities (net) 15 1,716.23 1,765.74
Total non-current liabilities 2,461.06 2,471.01
Current liabilities
(a) Financial liabilities
(i) Borrowings 16 - -
(ii) Lease liabilities 03C 25.74 22.80
(iii) Trade payable
Due to Micro Enterprises and Small Enterprises 17 29.66 26.95
Other than Micro Enterprises and Small Enterprises 17 3,528.95 3,233.00
(iv) Other financial liabilities 18 49.84 6.58
(b) Other current liabilities 19 1,286.74 1,034.95
(c) Provisions 14 97.04 8.12
(d) Current Tax Liabilities (Net) 14 - -
Total current liabilities 5,017.97 4,332.40
Earnings (basic) per share in rupees (face value of Rs 10/- each) . 15.80 9.04
Earnings (diluted) per share in rupees (face value of Rs 10/- each) 15.80 9.04
Company profile and background 01
Significant accounting policies 02
The notes referred to above form an integral part of the Standalone Financial Statements
As per our report of even date For and on behalf of the Board of Directors
For R K P Associates
Chartered Accountants
Place: Silchar
Date: 28th February 2023
UDIN: 23304922BGVGPL7491
As per our report of even date For and on behalf of the Board of Directors
For R K P Associates
Chartered Accountants
Place: Silchar
Date: 28th February 2023
UDIN: 23304922BGVGPL7491
Notes:
1. Include cash and cheques on hand, balance in current and deposit accounts with banks (refer note - 09) .
2. Figures in brackets represent outflows.
3. Previous year figures have been regrouped/restated wherever necessary.
4. The above statement of cash flow has been prepared under the indirect method as set out in Ind AS 7 "Statement of Cash
Flows".
As per our report of even date For and on behalf of the Board of Directors
For R K P Associates
Chartered Accountants
Place: Silchar
Date: 28th February 2023
01. Background
"Lafarge Umiam Mining Private Ltd (“LUMPL”), a private limited company incorporated under the laws of India, having its
registered office in Shillong, Meghalaya, is a 100% subsidiary company of LafargeHolcim Bangladesh Ltd. (“LHBL”), (
former Lafarge Surma Cement Ltd) a public limited company incorporated under the laws of Bangladesh.
LUMPL owns and operates the limestone and shale mine located at Nongtrai and Shella area of East Khasi Hills District,
Meghalaya. The project involves supply of crushed limestone and shale from the mines located in the State of Meghalaya
through continuous a cross border elevated belt conveyor to the plant at Chattak in Bangladesh promoted by Lafarge SA
of France and Cementos Molins of Spain for the manufacture of clinker, cement and building materials by LHBL."
The financial statements have been prepared in accordance with Ind AS as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the Act) and other
relevant provisions. The financial statements up to and for the year ended 31 December 2022 were prepared in
accordance with the Companies (Accounts) Rules 2014, notified under section 133 of the Act and other provisions
of the Act. The Company's first standalone financial statements prepared in accordance with Indian Accounting
Standards (Ind AS), Ind AS 101- First Time Adoption of Indian Accounting Standards has been applied for the year
ended 31 December 2021.
b) Use of Estimates
The preparation of the financial statements requires the management to make estimates and assumptions that
affect the reporting balances of assets and liabilities and disclosures relating to contingent assets and liabilities
as at the date of the financial statements and reporting amounts of income and expenses during the year.
Examples of such estimates include provision for doubtful debts, future obligations under employee retirement
benefit plans, income taxes, and useful life of fixed assets and intangible assets. Contingencies are recorded
when it is probable that a liability will be incurred, and the amount can be reasonably estimated. Actual results
could differ from such estimates. Any revision to accounting estimates is recognized prospectively in the current
and future periods.
c) Revenue Recognition
d) Financial Instruments
1) Financial assets
a) Initial recognition
Financial assets are recognised when the Company becomes a party to the contractual provisions of the
instruments. Financial assets are initially recognised at fair value plus transaction costs for all financial assets not
carried at fair value through profit or loss. Financial assets carried at fair value through Profit or Loss are initially
recognised at fair value, and transaction costs are expensed in the Statement of Profit and Loss.
b) Subsequent measurement
Financial assets, other than equity instruments, are subsequently measured at amortised cost, fair value through
Other Comprehensive Income (OCI) or fair value through profit or loss on the basis of:
i) the entity’s business model for managing the financial assets; and
ii) the contractual cash flow characteristics of the financial asset.
The losses arising from impairment of these assets are recognised in the Statement of Profit and Loss.
On derecognition of these assets, gain or loss, if any, is recognised to Statement of Profit and Loss.
d) De-recognition
The Company de-recognises a financial asset when the contractual right to the cash flows from the financial asset
expires, or it transfers the contractual rights to receive the cash flows from the asset.
2) Financial Liabilities
b) Subsequent measurement
Financial liabilities measured at amortised cost are subsequently measured using EIR method. Financial liabilities
carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in
the Statement of Profit and Loss.
d) De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the Statement of Profit and Loss.
a) The Company measures financial instruments, such as, derivatives at fair value at each Balance Sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, assuming that market participants act in their economic
best interest.
b) A fair value measurement of a non-financial asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs.
c) The Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly.
Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based
on observable market data.
d) For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
e) For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as
explained above.
4) Lease
a) Ind AS 116,”Leases” (notified by Ministry of Corporate Affairs (MCA) from reporting period 1 April 2019),
introduces a single lease accounting model for lessee and requires the lessee to recognize right of use assets and
lease liabilities for all leases which is not a short-term lease, unless the underlying asset is low value in nature. As
per Ind AS 116, the lessee needs to recognize depreciation on rights of use assets and finance costs on lease
liabilities in the statement of profit and loss. The lease payments made by the lessee under the lease
arrangement will be adjusted against the lease liabilities.
b) On transition, the Company recognized a lease liability measured at the present value of the remaining lease
payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily
determinable, using the average of incremental borrowing rates.
c) The right-of-use asset is recognized at an amount equal to lease liability as at 1 April 2019. It is depreciated
from the commencement date on a straight-line basis over the lease term or useful life of the underlying asset,
whichever is less.
d) For short-term and low value leases, the Company recognizes the lease payments as an operating expense on
a straight-line basis over the term of the lease.
e) The company has some of its premises under operating lease. The lease agreements generally have an
escalation clause and are structured to increase necessarily in line with expected general inflation and hence
operating lease receipts are recognised as revenue in the Statement of Profit and Loss on actual basis over the
lease term.
Property, plant and equipment are stated at original cost of acquisition less accumulated depreciation. Cost
includes inward freight, duties, taxes and incidental expenses related to acquisition and installation of asset.
Software expected to provide future enduring economic benefits is stated at cost less amortization. All up
gradation/enhancements are charged off as revenue expenditure unless they bring significant additional
benefits.
f) Development of Quarry
Cost as listed below incurred in relation to quarry where the future economic benefits associated with those cost
flows are capitalized and amortized over the mining lease rights period.
b) Cost for obtaining definite extraction permit which includes amongst others environmental clearance as per
statutory rules and regulations in force from time to time and as imposed by regulatory authorities.
g) Inventory
Extracted Limestone and Shalestone are valued at the lower of cost and net realizable value.
Spare parts, oil & fuel and other supplies are valued at/ under cost.
Cost of inventories is ascertained on the weighted average basis
h) Depreciation/Amortisation
Depreciation is provided on straight line basis over the useful lives of assets, which is as stated in Schedule II of
Companies, Act 2013 or based on estimate made by the Company. The details of estimated useful life for each
category of asset are as under :
Buildings - 30 to 60 years
Plant and Machinery used in Crushing and Long Belt Conveyor - 21 years *
Capital Spares for above Plant & Machinery - 5 years *
Other Plant & Machinery - 15 years
Furniture and Fixtures - 10 years
Office & Household Equipments - 5 years
Electronic Data Processing Equipment - 3 to 6 years
Computer Softwares - 3 years
Vehicles - 8 years
Leasehold Land is amortised over the remaining tenure of the lease.
Development of property - Tangible and In-Tangible pertaining to Limestone and Shalestone quarry is amortised
over the remaining tenure of legal rights or useful period of the mine whichever is less.
*For Crusher and Long Belt Conveyor Plant & Machinery and related capital spare for the same , the Company
believes that the useful lives as given above best represent the period over which Company expects to use these
assets which is based on the Company's Group Company estimate followed. Hence the useful lives for these
assets are different from the useful lives as prescribed under Part C of the Schedule II of the Companies Act 2013.
a) Foreign currency transactions entered during the year are recorded at the rate of exchange prevailing on the
date of transactions.
b) Monetary items denominated in foreign currencies at the year end are restated at year end rates. Non
monetary foreign currency items are carried at cost . Any income or expense on account of exchange difference
either on settlement or on translation is recognized in the Statement of Profit and Loss
c) In case of forward exchange contracts which are entered into to hedge the foreign exchange risks in respect
of existing assets/liabilities, the premium or discount on such contracts is recognized over the life of the contract.
In case of forward exchange contracts entered into to hedge the foreign currency risk of a firm commitment or
a highly probable future forecast transactions, mark to market loss, if any, arising in respect of such outstanding
forward contracts at the balance sheet date is recognized in the Statement of Profit and Loss.
j) Employee Benefits
Defined Contribution Schemes: Company’s contribution towards Provident Fund paid / payable during the year
to the Provident Fund Authority are charged to Statement of Profit and Loss.
Defined Benefit Schemes: Company’s liabilities towards Gratuity are defined benefit scheme. All liability of
Defined Benefit Schemes is ascertained by independent actuarial valuations as per the requirements of IND AS
19 on “Employee Benefits”
k) Borrowing Cost
Borrowing costs to the extent / attributed to the acquisition / construction of qualifying assets are capitalized up
to the date when such assets are ready for its intended use and all other borrowing costs are recognized as an
expense in the period in which they are incurred
l) Taxes on Income
Income tax expense for the year comprises of current tax and deferred tax. It is recognised in the Statement of
Profit and Loss except to the extent it relates to a business combination or to an item which is recognised directly
in equity or in Other Comprehensive Income.
a) Current tax is the expected tax payable/receivable on the taxable income/loss for the year using applicable tax
rates at the Balance Sheet date, and any adjustment to taxes in respect of previous years. Interest
income/expenses and penalties, if any, related to income tax are included in current tax expense.
b) Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.
A deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting
period.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and
reduced to the extent that it is no longer probable that the related tax benefit will be realised.
c) Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the
recognised amounts and there is an intention to settle the asset and the liability on a net basis.
Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilities relate
to income taxes levied by the same taxation authority.
An impairment loss is recognized wherever the carrying amount of property, plant and equipment of cash
generating unit exceeds the recoverable amount i.e. net selling price or value in use, whichever is higher.
Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent
Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor
disclosed in the financial statements
All assets and liabilities are presented as Current or Non-current as per the Company’s normal operating cycle
and other criteria set out in the Schedule III of the Act. Based on the nature of products and the time between
the acquisition of assets for processing and their realization, the Company has ascertained its operating cycle as
12 months for the purpose of Current / Non-current classification of assets and liabilities.
03 A. Tangible Assets
Freehold Land 204.90 - - 204.90 - - - - 204.90 204.90
Plant and Machinery 20,652.31 740.73 (266.59) 21,126.45 11,682.23 1,627.84 (159.82) 13,150.25 7,976.20 8,970.08
Furniture and Fixtures 93.74 - - 93.74 57.22 5.28 - 62.50 31.24 36.52
Office & Household Equipments 117.13 - - 117.13 105.15 2.92 - 108.07 9.06 11.98
Electronic Data Processing Equipment 121.42 - - 121.42 116.74 1.23 - 117.97 3.45 4.68
Vehicles 423.03 - (12.07) 410.96 311.35 19.01 (12.07) 318.29 92.67 111.68
Total 23,756.31 1,953.68 (278.66) 25,431.33 13,202.59 1,903.81 (171.89) 14,934.51 10,496.82 10,553.72
03 B. Intangible Assets
Software ( acquired) 37.05 - - 37.05 37.05 - - 37.05 - -
03 A. Tangible Assets
Freehold Land 204.90 - - 204.90 - - - - 204.90 204.90
Plant and Machinery 16,964.86 3,687.45 - 20,652.31 10,319.42 1,362.81 - 11,682.23 8,970.08 6,645.44
Furniture and Fixtures 69.38 24.36 - 93.74 51.97 5.25 - 57.22 36.52 17.41
Office & Household Equipments 117.13 - - 117.13 102.02 3.13 - 105.15 11.98 15.11
Electronic Data Processing Equipment 121.42 - - 121.42 115.17 1.57 - 116.74 4.68 6.25
03 B. Intangible Assets
Software ( acquired) 37.05 - - 37.05 37.05 - - 37.05 - -
218
REPORT AND FINANCIAL STATEMENTS
Lafarge Umiam Mining Private Limited
As at As at
Lease liabilities 31st December 2022 31st December 2021
( Rs. in Lakhs) ( Rs. in Lakhs)
There are no projects where the completion is overdue or cost has exceeded when compared to its original plan.
07. Inventories As at As at
31.12.2022 31.12.2021
( Rs. in Lakhs) ( Rs. in Lakhs)
Trade receivable ageing schedule for the year ended as on December 31, 2022 and December 31, 2021:
Authorised:
42,000,000 (as at 31st December, 2021: 42,000,000) equity
shares of Rs. 10 each 4,200.00 4,200.00
4,200.00 4,200.00
Issued, Subscribed and Fully Paid up:
41,133,099 (as at 31st December, 2021: 41,133,099) equity 4,113.31 4,113.31
shares of Rs. 10 each 4,113.31 4,113.31
As at 31.12.2022 As at 31.12.2021
The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote
per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
31,077.06 24,629.55
Less: Approproations
Final dividend {Amount per equity share Rs. 15 (Previous year Rs. Nil)} 6,169.96 -
Additional information
(1) Sales of crushed limestone represent 100% export sales to holding company, LafargeHolcim Bangladesh Ltd, Bangladesh
Extracted Limestone
Opening stock 58.29 61.90
Add:- Cost of extraction 2,749.77 2,234.03
Less : Closing stock 60.64 58.29
Extracted Limestone Consumed 2,747.42 2,237.64
(1) Represents the contribution payable to Special Purpose Vehicle (SPV) based on Rs. 90/- per tonne of limestone
production from the Company's mines. The SPV was set up in terms of the directions of the Ministry of Environment and
Forests (MoEF), Government of India vis-à-vis Orders of the Supreme Court of India dated 12th April 2010 and the Order
and Judgement dated 6th July, 2011.The amount so deposited by the Company to SPV is meant for various welfare
projects mandated upon the SPV including the development of health, education, irrigation and agriculture in the mining
project area (i.e 50 kms) of the Company solely for the local community and welfare of Tribals.
(2) Corporate Social Responsbility Expenditure Rs. 105.37 lakhs (Previous year : Rs. 102.47 lakhs) incurred by the Company
represents with the requirement of the provision of Section 135 of the Companies Act, 2013.
The following table shows the carrying amounts and fair values of the financial assets and liabilities.
As at 31.12.2022 As at 31.12.2021
Particulars ( Rs. in Lakhs) ( Rs. in Lakhs)
Carrying amount Carrying amount
/ Fair Value / Fair Value
Note: 26 (i) The Management assessed that cash and cash equivalents, trade receivables, trade payables, and other
current liabilities approximate their carrying amounts.
Note: 26 (ii) The Forward Contracts have been taken by the Company for hedging its foreign currency exposures for both
receivable and payable in USD, and its fair value has been determined based on the forward rate provided by the bank
for outstanding forward contracts.
The Company has exposure to the following risks arising from financial instruments:
- credit risk (refer note (b) below)
- liquidity risk (refer note (c) below)
- market risk (refer note (d) below)"
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its
training and management standards and procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and obligations
The Company’s audit committee oversees how management monitors compliance with the Company’s risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by
the Company.
b) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company’s receivables from customers, loans to related
parties and cash and cash equivalents.
The carrying amount of financial assets represents the maximum credit exposure.
Expected credit loss (ECL) assessment for customers as at 31 December 2021 and 31 December 2022.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to repay the
company, as per the agreed terms. The Company categorises a loan or receivable for write off, on a case to case basis,
when a debtor fails to make contractual payments. Where loans or receivables have been written off, the Company
continues to engage in recovery of the receivables due. Where recoveries are made, these are recognized in Statement
of Profit or Loss.
c) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is
to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
(Rs. in lakhs)
(Rs. in lakhs)
d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, which will affect
the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters, while optimising the return.
i) Currency risk
Majority of the transactions entered into the company are denominated in INR. However, for certain transactions which
are entered in foreign currency, the Company enters into forward exchange contract to mitigate the risks associated
with foreign currency fluctuations.
ii. Outstanding Short Term Forward Exchange Contracts entered into by the Company on account of receivables:
(Rs. in lakhs)
31-Dec-22 31-Dec-21
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased
profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency
exchange rates, remain constant.
(Rs. in lakhs)
Impact on Profit or Loss
1% increase or decrease
31-Dec-22
Variable rate borrowings -
31-Dec-21
Variable rate borrowings -
29. Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs.
825.34 lakhs (as at 31st December, 2021 Rs. 902.87 lakhs).
31. Details of dues to Micro, Small and Medium Enterprises as defined under the Micro, Small and Medium Enterprises
Development Act, 2006*
As on As on
No. Particulars 31.12.2022 31.12.2021
(Rs. in lakhs) (Rs. in lakhs)
*This information has been determined to the extent such parties have been identified on the basis intimation
received from the “suppliers” regarding their status under the Micro, Small and Medium Enterprises Development
Act, 2006.
Year Ended 31st December 2022 Year Ended 31st December 2021
(Rs. in lakhs) % (Rs. in lakhs) %
i) Imported
Raw materials Nil Nil Nil Nil
Stores and Spares 3.19 2% 1.23 1%
ii) Indigenous
Raw materials 2,747.42 100% 2,237.64 100%
Stores and Spares 196.54 98% 126.73 99%
i) Bank Guarantee amounting to Rs. 370.00 lakhs (as at 31st December 2021 Rs. 209.07 lakhs) issued by The Hongkong
and Shanghai Banking Corporation Limited, Mumbai Branch on behalf of the Company favoring Indian Bureau of Mines
as financial assurance for the progressive mines closure plan.
ii) The Ministry of Environment, Forests and Climate Change (MoEFCC), vide Letter No. F.No.8-64/2007-FC dated 22nd
April 2010 and Letter No. F.No.8-64/2007-FC dated 29th February 2012, has granted permission for diversion of 116.589
ha forest land for limestone mining and other ancillary activities in favour of M/s Lafarge Umiam Mining Private Limited
(LUMPL) in Sohra -Tehsil, Khasi Hills Division of Meghalaya. In terms of conditions of forest clearance, it was mandated
that Compensatory Afforestation, shall be raised and maintained over 428.483 ha of degraded forest land from the funds
realized from LUMPL. Accordingly, LUMPL deposited an amount of Rs. 239 lakhs as cost of raising and maintaining
Compensatory Afforestation with the State Government.
In 2018, the Principal Chief Conservator of Forests (PCCF), Government of Meghalaya communicated to MoEF&CC that
Compensatory Afforestation could not be raised due to non-availability of degraded forest land. By a letter dated 9th
December 2019, PCCF has directed the Company to provide the details of 307 ha of non-forest land for the purpose of
transferring to State Forest Department for Compulsory Afforestation.
In 2020 LUMPL has received another letter from Meghalaya Government (Chief Conservator of Forests & Nodal Officer
FC Act, 1980) dated 9th June 2020, to provide/acquire 116.589 ha. of non-forest land for raising compensatory
afforestation. Accordingly, the quantum of land likely to be reduced from earlier demand of 307 ha to 116.589 ha and
also the total cost approximately from Rs. 3,700 lakhs to Rs. 1,400 lakhs based on prevailing land rates.
By letter dated October 14, 2020, the Principal Chief Conservator of Forests (PCCF) has submitted a proposal to the
Government of Meghalaya recommending that LUMPL purchase only 116.589 ha for CA in the land bank of 400ha
identified by Government of Meghalaya. On October 22, 2020 the Government of Meghalaya has forwarded the proposal
to the Regional office of MOEFCC at Shillong. The proposal is presently being reviewed by the Regional office.
Since the requirement of provision of land by the Company was not part of the conditions based on which approval of
“Forest Clearance” was granted to the Company in the year 2012, the direction of the PCCF is subject to review and
approval of MOEF&CC. LUMPL has made representations clarifying its position. The matter is still under the review of
MoEF&CC. Till the outcome of said review no provision has been made. However, the likely compensation that could arise
for the procurement of land by the Company for Compulsory Afforestation demanded by the State Government could be
approximately Rs. 1,400 lakhs based on prevailing land rates.
iii) The Company has received demand notice from the Additional Director General, Directorate General of Goods &
Service Tax Intelligence, Guwahati Zonal Unit demanding Rs. 860.60 lakhs as Service Tax under Reverse Charge
Mechanism on services received from Government for extraction of limestone during the period April 2016 to June 2017,
the Company has paid Rs. 587.58 lakhs as Service Tax for the above period before issuing the demand notice. The net
demand of service tax of Rs. 276.77 lakhs are arising only due to mis-interpretation as to point of taxation/time of supply
by the revenue authority. While the Company has paid Rs. 332.80 lakhs GST in respect of services received from
Government under Reverse Charge Mechanism, the revenue authority is proposing service tax against the same.
In this connection, reference can be made to the judgement of the Hon’ble Supreme Court in the case of Udaipur
Chamber of Commerce and Industry vs UOI [SLP No. 37326 / 2017] wherein the Hon’ble Court has vide its order dated
11-01-2018 granted a stay from payment of service tax on grant of mining lease / royalty and the matter is presently
sub-judice. Similar stay from payment of service tax against royalty for mining has been granted by various Hon’ble High
Courts.
The Company has submitted a reply to the Commissioner, Central GST Commissionerate, Shillong against the demand
and their response is awaited. The case has not been adjudicated in view of various ongoing cases for similar matters and
adjudication is kept in abeyance until the matter is settled at Hon’ble Supreme Court and various High Courts.
34. Company entered into a Limestone Mining Agreement with a mining contractor (the “Contractor”). The Contractor failed
to engage the right mining equipment, many mining equipment were more than 5 years old and in violation of the
provisions of the Agreement. The Contractor failed to produce right sizes of Limestone as specified in the Agreement.
Company issued notices of Breach, Material Breach to the Contractor in terms of the Agreement. On 28.02.2015 the
Agreement was terminated. Company submitted its ‘Request for Arbitration’ to the Secretariat of the International Court
of Arbitration (ICC), Paris as per the provisions of the Agreement, with a claim of Rs. 2,241 lakhs. The Contractor made
counter-claim of Rs. 6,204 lakhs. By order dated 11.09.2015, the ICC appointed Arbitration Tribunal rejected the
counterclaim of the Contractor on procedural ground. On 11.12.2015, the Contractor filed an application before the
Calcutta High Court under Section 34 of the Arbitration and Conciliation Act, 1996 seeking to set aside the Order of the
Arbitration Tribunal dated 11.09.2015 (the "Application"). On 18.01.2016, the Contractor filed an application for stay of
the Order dated 11.09.2015 before the Arbitration Tribunal on the ground that the matter is pending before the High
Court. On 01.02.2016, the Arbitral Tribunal passed an order adjourning hearing before the Tribunal until final disposal of
the Application by the Calcutta High Court. The Hearing on the Application is awaited. The Company is of the opinion that
the counter-claim of the Contractor, even if taken on record by the Tribunal at a subsequent stage or under order of the
High Court, is not likely to succeed in full on merits of the matter and accordingly counterclaim of the Contractor has not
been acknowledged as debt and no provision for the same has been made. The lawyers are of the view that the case of
Company is strong on merits.
35. The Company is under a legal obligation to restore the mines in terms of final mines closure plan submitted to Indian
Bureau of Mines at the end of mining operations. Based on the tenure of the current mining lease, estimated cost of site
restoration has been provided during the year.
The details of provisions for site restoration cost are summarized below:
36. The Company is recognizing the provision for the employee retirement benefits as per Ind AS 19 “Employee Benefits”.
Independent Actuarial Valuation of all employee benefit scheme was made on 31st December 2022 which is in the nature
of unfunded gratuity benefit.
The following tables set out the details of amount recognised in the financial statements in respect of defined benefit
scheme for unfunded gratuity as per the actuarial valuation under the Projected Unit Credit Method.
Sl. As on As on
Funded Status 31.12.2022 31.12.2021
No.
(Rs. in lakhs) (Rs. in lakhs)
B. Division of Defined Benefit Obligation (Current / Non-Current) at the end of the period
A. Sensitivity Analysis
Contribution to Defined Contribution Plan recognized as expense for the year and disclosed under “Contribution to
provident and other funds” in Note 23:
31.12.2022 31.12.2021
(Rs. in lakhs) (Rs. in lakhs)
d) Group Company:
38. Earnings per Share (EPS) – The numerators and denominators used to calculate Basic and Diluted EPS:
Analytical Ratios
Reason for
As at As at
% Variance if
Ratio Numerator Denominator December December
Variance more than
2022 2021
25%
Current ratio Total current assets Total current liabilities 4.23 4.11 3% NA
(in times)
Return on Net profit after tax Average total equity 22.51% 13.83% 63% Increase in
equity ratio (%) revenue
from
operations
Analytical Ratios
Reason for
As at As at
% Variance if
Ratio Numerator Denominator December December
Variance more than
2022 2021
25%
Trade Revenue from sale of Average trade 2.80 5.24 -47% Increase in
receivables goods receivables trade
turnover ratio receivables
(in times)
Trade payables Purchase + Other expenses Average trade payables 4.24 4.35 -3% NA
turnover ratio
(in times)
Net capital Total revenue from Working capital (i.e. 1.78 1.81 -1% NA
turnover ratio operations Total current assets less
(in times) Total current liabilities)
Net profit ratio Net profit after tax Total revenue from 24% 18% 36% Increase in
(in %) operations revenue
from
operations
Return on Earnings before interest, Capital employed 35.31% 22.62% 56% Increase in
capital depreciation, taxes and (Total equity + revenue
employed amortisations Borrowings +Deferred from
(in %) tax liabilities) operations
39. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s)or entity (ies), including foreign entities (“Intermediaries”)
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party
identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any
party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in
other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
40. None of the Company’s fixed assets are considered impaired as on the Balance Sheet Date.
41. During the year the Company had entered into certain forward exchange contracts which are not intended for
speculation purpose but only for hedging currency related risks. The Company has provided foreign exchange (gain)/loss
of Rs. 93.63 lakhs [as at 31st December 2021 Rs. (22.04) lakhs] due to fluctuation in foreign exchange rates in respect of
all outstanding forward contracts at the balance sheet date not backed by any underlying existing assets/liabilities by
marking them to the market.
The Company has spent towards various schemes of corporate social responsibility (CSR) as prescribed under Section
135 of the Companies Act, 2013. The details are:
43. The year end foreign currency exposures that are not hedged by a derivative Instrument or otherwise are given below:
Convertible amount as at
31st December 2022 31st December 2021
Particulars Currency
Foreign (Rs. Foreign (Rs.
Currency in lakhs) Currency in lakhs)
in lakhs in lakhs
Working capital loan USD Nil Nil Nil Nil
Interest on Working capital loan USD Nil Nil Nil Nil
Sundry Creditors USD 0.31 25.30 0.31 22.71
Euro 1.40 122.97 1.49 124.91
CHF 0.14 12.27 0.41 33.16
Sundry Receivables USD 186.24 15,418.43 47.70 3,544.14
44. The Company has no reportable segment as the company is primarily engaged in the mining activities and the entire
sales are export sales.
45. The company has declared final dividend at the rate of Rs. 15 per share on 42,122,099 issued, subscribed and fully paid
up equity shares of Rs. 10 each (i.e. Rs. 6169.96 lakhs) for the year ended December 2021 at the Annual General Meeting
of the company held on 16th Mar 2022 and Board of Directors’ Meeting held on 18th February 2022 out of the
accumulated profits/surplus of the financial year 2021.
The company has paid the declared dividend of Rs. 6169.96 lakhs to its 100% holding Company LafargeHolcim
Bangladesh Limited on 4th April 2022.
The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Companies Act
2013, Foreign Exchange Management Act 1999 and regulations made there under as amended till date.
46. The company has considered the possible effects that may result from Covid-19 in the preparation of these financial
results including the recoverability of carrying amount of financial and non- financial assets. The company has used
internal and external sources of information and expects that the carrying amount of the assets will be recovered.
47. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's
classification / disclosure.
For and on behalf of the Board of Directors
Dear Shareholders:
The Board of Directors of Lum Mawshun Minerals Pvt. Ltd. (the “Company”) take pleasure in
presenting to the members their report together with audited financial statements of the Company
for the year ended on December 31, 2022.
Your Company had been set up as a subsidiary of LafargeHolcim Bangladesh Limited (“LHBL”) to
obtain the land rights and mining leases for the mining project in Meghalaya, India. With due
approval of the Government of Meghalaya, the Company transferred all lands acquired for the
project to Lafarge Umiam Mining Private Limited ("LUMPL"). LUMPL is the operating company for the
Mining project. Your Company is now exploring new opportunities for development of future
business.
Financial Highlights:
The net loss for the year 2022 was INR 93,594/-.
Auditors Report:
The notes to accounts forming part of the financial statements are self explanatory and need no
further explanation.
There are no qualifications in the Auditors’ Report which requires any clarification/ explanation.
Directors:
The Company has six (6) Directors on the Board. The Directors are not liable to retire by rotation.
Appointments:
Mr. George Chacko was appointed as an Additional Director on the Board of the Company effective
from November 24, 2022 (Nominated by LHBL).
Resignations:
Mr. Narayan Sharma has resigned from the Board with effect from December 1, 2022.
The Board of Directors of the Company thanks Mr. Sharma for his contributions, leadership and
guidance provided during his tenure as Director of the Company.
Furthermore, Mr. Rajesh Kumar Surana has resigned from the Board with effect from February 14,
2022. The Board of Directors of the Company thanks Mr. Surana for his contribution, excellent
leadership, dedication and guidance provided during his tenure as Director of the Company.
In accordance with Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their
knowledge and belief and according to the information and explanation obtained by them, confirm
that:
1. in preparation of the annual accounts for the year ending December 31, 2022; the applicable
Accounting Standards have been followed along with proper explanations provided for
material departures, if any;
2. the accounting policies selected have been applied consistently and judgments and
estimates are made, that are reasonable and prudent to give a true and fair view of the state
of affairs of the Company as on December 31, 2022, and of the profit of your Company for the
year ended on that date;
3. proper and sufficient care has been taken for the maintenance of adequate accounting
records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
4. the annual accounts for the year ended December 31, 2022, have been prepared on a going
concern basis;
5. that proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively; and
6. that the directors have devised proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating effectively.
Auditors:
As per Section 139(2)(b) of the Companies Act, 2013 read with Rule 6(3)(i) and the first proviso of Rule
3(7) of the Companies (Audit & Auditors) Rules, 2014, the maximum period for which an audit firm
can serve a company as a Statutory Auditors is for two (2) terms of five (5) consecutive years subject
to ratification in every annual general meeting by way of passing an ordinary resolution.
M/s RKP Associates, Chartered Accountants (having Firm Registration No. 322473E), Statutory
Auditors of the Company will be completing one (2) term of five (5) years at the conclusion of this 28th
Annual general Meeting of the Company. Accordingly, it is proposed P. Gaggar & Associates,
Chartered Accountants be appointed as Statutory Auditors of the Company for a term of five (5) years
to hold office from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd
Annual General Meeting of the Company subject to ratification of their appointment at every AGM by
way of passing an ordinary resolution.
During the year ended December 31, 2022, the Board of Directors met four (4) times viz. on January
27, 2022, April 25, 2022, July 19, 2022 and November 24, 2022.
The Company has not made any investments or given any loans or guarantee or provided any
security during the year under scrutiny.
The Board has been taking necessary measures for the protection of women rights.
There have been no materially significant related party transactions between the Company and the
Directors, the management, the subsidiaries or the relatives except for those disclosed in the
financial statements.
The details forming part of the extract of the annual return in Form MGT – 9 are set out in Annexure
“A” in this Report.
Information on conservation of energy, technology absorption and foreign exchange earnings and
outgo, required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this report as
Annexure “B”.
Deposits:
During the year under review, the Company has not accepted any deposit from the public.
Acknowledgements:
Your Directors wish to express their grateful appreciation for the valuable support and cooperation
received from LHBL, LUMPL, project consultants and the Durbars of Nongtrai and Shella for their
continued support.
For and on Behalf of the Board
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of [As on 1-January-2022] [As on 31-December-2022] % Change
Shareholders during the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 1,420 25.98% 1,420 25.98% 0.00%
Sub Total (A) (1) 1,420 25.98% 1,420 25.98% 0.00%
(2) Foreign
c) Bodies Corp. 4,046 74.02% 4,046 74.02% 0.00%
Sub Total (A) (2) 4,046 74.02% 4,046 74.02% 0.00%
TOTAL (A) 5,466 100.00% 5,466 100.00% 0.00%
B. Public Shareholding NA NA
1. Institutions NA NA
2. Non-Institutions NA NA
Sub-total (B)(2):- 0.00% 0.00% 0.00%
Total Public (B) 0.00% 0.00% 0.00%
C. Shares held by 0.00% 0.00% 0.00%
Custodian for
GDRs & ADRs
Grand Total (A+B+C) 5,466 100.00% 5,466 100.00% 0.00%
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Not applicable as LMMPL is a Private Company
ANNEXURE B
A. CONSERVATION OF ENERGY:
(b) The steps taken by the company for utilizing alternate sources of energy
NA
B. TECHNOLOGY ABSORPTION:
NIL
To
The Members of
Lum Mawshun Minerals Private Limited
3rd Floor, Goenka Towers, Morello Compound
Keating Road,
Shillong – 793001,
Meghalaya
1. Opinion
A. We have audited the accompanying standalone financial statements of LUM MAWSHUN MINERALS PRIVATE
LIMITED (“the Company”), which comprises the Balance Sheet as at 31st December, 2022, the Statement of
Profit and Loss Account, and notes to the Financial Statements including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as the “standalone financial statements”).
B. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so
required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133
of the Act, accounting principles generally accepted in India, of the state of affairs of the Company as at 31st
December , 2022 and its Loss, for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with
the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the
Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other Ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
3. Information Other than the Financial Statements and Auditor’s Report Thereon:
The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include
the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013
with respect to the preparation of these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Rule 7 of
the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
B. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether the company has adequate internal financial controls
system in place and the operating effectiveness of such controls.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
C. Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our
audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the Financial Statements.
D. We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
E. We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
F. From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
6. Emphasis of Matter :
Without qualifying our report, we invite attention to Note 11 to the financial statements, regarding financial
statements being prepared on a going concern basis, in spite of full erosion of net worth of the Company as at the
year end, taking into account the continued financial support from its parent company
a. We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit ;
b. In our opinion proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books ;
c. The Balance Sheet, Statement of Profit and Loss referred to in this Report are in agreement with the
books of account ;
d. In our opinion, the Balance Sheet and the Statement of Profit & Loss referred to in this report are in
compliance with the Accounting Standard specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors as on 31st December, 2022, taken
on record by the Board of Directors, none of the directors is disqualified as on 31st December, 2022,
from being appointed as a director in terms of Section 164(2) of the Act ;
f. Our opinion on adequacy of the internal financial control over financial reporting of the company and
the operating effectiveness of such control is not required for the Company vide notification dated
13.06.17.
g. Pursuant to the Notification No. GSR 463(E) dated 5th June 2015 issued by the Ministry of Corporate
Affairs, Government of India, provisions of Section 197 of the Companies Act, 2013, are not applicable
to the Company, being a Private Limited Company;
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. As per the representation received from the management the company does not have any
pending litigations which would have impact in its financial positions.
ii. The Company did not have any long-term contracts including derivative contracts for which
there would have been any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
“Sarwam”, 1st Floor, JaniganjBazar, Silchar - 788001 Assam, India
Phone: +91-3842-231560 ♦ Mobile: +91 94355 65 649
Email: rkpaca@hotmail.com ♦ Web: www.rkpa.in
Branches:
Kolkata, Guwahati, Patna, Siliguri, Bhubaneswar, Cuttack & Jorethang
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the Company
from any person or entity, including foreign entity (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
2. This Report does not include a statement on the matter’s specified in Companies (Auditor’s Report) Order, 2020
(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act 2013, since in our opinion and according to the information and explanation given to us, the
said Order is not applicable to the Company.
As at As at
31.12.2022 31.12.2021
Note (Rupees ‘00) (Rupees,00)
(II) ASSETS
Non-current assets
As at As at
31.12.2022 31.12.2021
Note (Rupees ‘00) (Rupees,00)
IV EXPENSES
Cost of materials consumed - - -
Purchases of Stock-in-Trade - - -
Changes in inventories of finished goods - - -
work-in-progress - - -
Stock-in-Trade - - -
Employee benefits expense - - -
Finance costs - - -
Depreciation and amortisation expense - - -
Other expenses 09 962.49 1,032.05
Total Expenses 962.49 1,032.05
V Profit before exceptional and extraordinary items and tax (III - IV) (935.94) (1,005.67)
VI Exceptional items - -
VII Profit before extraordinary items and tax (V - VI) (935.94) (1,005.67)
VIII Extraordinary items - -
IX Profit / (Loss) before tax (VII- VIII) (935.94) (1,005.67)
X Tax Expense - -
XI Profit (Loss) for the period (IX - X) (935.94) (1,005.67)
XII Loss per equity share (Rupees):
Basic and Diluted 12 (17.12) (18.40)
The Notes referred to above form an integral part of the Profit and Loss Account
In terms of our report attached For and on behalf of the Board of Directors
For R K P Associates
Chartered Accountants
01. Background
Lum Mawshun Minerals Private Limited (“LMMPL”), a private limited company incorporated under the laws of India, having its
registered office in Shillong, Meghalaya, is a 100% subsidiary company of LafargeHolcim Bangladesh Ltd (“LHBL”) ( former
Lafarge Surma Cement Ltd), a public limited company incorporated under the laws of Bangladesh.
The Company was formed for acquisition of mining and land rights to facilitate the mining operation of limestone & shale by
Lafarge Umiam Mining Pvt Ltd (LUMPL), another subsidiary of the parent Company and supply of the same to the cement
plant being set up by the parent Company at Bangladesh. During the earlier years the Company had transferred the Mining &
Land rights as well as freehold & leasehold lands as was acquired to LUMPL along with the preoperative expenses and related
account balances pertaining to such lands transferred, after obtaining necessary approval from the Government.
Consequently there has been no business during the year as well as in the previous years. However, the Company is exploring
new opportunities."
The financial statements have been prepared on an accrual basis and under the historical cost convention in accordance with
the Generally Accepted Accounting Principles in India (‘Indian GAAP’) to comply with Accounting Standards specified under
Section 133 of the Companies Act, 2013 (“the Act”) read together with Rule 7 of the Companies (Accounts) Rules, 2014.
b) Use of Estimates
The preparation of the financial statements requires the management to make estimates and assumptions that affect the
reporting balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the
financial statements and reporting amounts of income and expenses during the year. Examples of such estimates include
provision for doubtful debts, future obligations under employee retirement benefit plans, income taxes, foreseeable
estimated contract losses and useful life of fixed assets and intangible assets. Contingencies are recorded when it is probable
that a liability will be incurred, and the amount can be reasonably estimated. Actual results could differ from such estimates.
Any revision to accounting estimates is recognized prospectively in the current and future periods.
c) Taxes on Income
Current tax is the amount of tax payable on the taxable income for the year determined in accordance with the provisions of
the Income Tax Act 1961.
Deferred tax is recognized subject to the consideration of prudence in respect of deferred tax assets, on timing difference,
being the difference between taxable income and accounting income that originate in one period and are capable of reversal
in one or more subsequent periods and is measured using tax rates and laws that have been enacted or subsequently enacted
by the Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realization.
Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but
are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.
The Company has one class of equity shares having a par value of Rs. 100 per share. Each shareholder is eligible for one vote
per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
As at 31.12.2022 As at 31.12.2021
Long Term Short Term Long Term Short Term
(Rupees ‘00) (Rupees ‘00) (Rupees,00) (Rupees,00)
Loans and Advances
(a) Interest accrued on deposits 4.16 - 241.40 -
(b) Other loans and advances
- Deposit account (1) 463.78 - 200.00 -
- TDS - - - -
Additional information
1. Pledged with the Director of Mineral Resources, Meghalaya
The Company has not received any intimation from “suppliers” regarding their status under the Micro, Small and Medium
Enterprises Development Act, 2006, and hence disclosures if any, relating to amounts unpaid as at the period end
together with interest paid/ payable are required under the said act have not been given.
11. The net worth of the Company as on 31.12.2022 has been fully eroded and the Company has been incurring losses over
the years including the current year. However, the Company enjoys continued supports from its parent company. In view
of this, going concern assumption has not been vitiated.
12. Earnings per Share (EPS) – The numerators and denominators used to calculate Basic and Diluted EPS:
1. Net Profit after tax attributable to Equity Shareholders (Rs) {A} (935.94) (1,005.67)
2. Weighted average number of Equity Shares outstanding during the year (Nos.) {B} 5,466 5,466
3. Nominal Value of Equity per share (Rs.) 100 100
4. Basic / Diluted Earnings per share (Rs.) {A÷B} (17.12) (18.40)
13. Deferred tax Asset/Liability has not been created during the year, there being no timing difference between the
accounting income and taxable income, which is capable of reversing in subsequent periods.
a. Holding Company:
Name: LafargeHolcim Bangladesh Ltd, Bangladesh
Ultimate Holding Company: Surma Holdings B.V, Netherland
b. Fellow Subsidiary:
Name: Lafarge Umiam Mining Pvt. Ltd.
Transaction: Expense paid by the fellow subsidiary on behalf of the Company Rs. 566.60 (Previous Year Rs.
1,076.31); Balance at the year-end: Rs. 12,227.00 (Previous Year Rs. 11,660.40)
15. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's
classification / disclosure.
FORM OF PROXY
of______________________________________________________________________________________________________________________ (address)
of _____________________________________________________________________________________________________________________ (address)
as my/our proxy, to participate and vote on my/our behalf at the 25th Annual General Meeting of the Company to be held on
May 9, 2023 at 03:00 P.M. virtually by using digital platform through the Registration link
__________________
Folio / BO
Signed (Member) No.
Member
Phone No.:
__________________
Signed (Proxy) Folio / BO
No.
Tk. 20.00
Note: ____________________________________________________________________________________________________________________________
• The proxy form, duly filled in and stamped, must be sent through email to LafargeHolcim Bangladesh Limited Share Office
at info.cs@lafargeholcim.com no later than 72 hours before the commencement of the AGM.