Cordoba Logistics & Ventures : Transmission of Annual Report for the Year Ended June 2023

ANNUAL REPORT

2023

CORDOBA LOGISTICS & VENTURES LIMITED

CORDOBA LOGISTICS & VENTURES LIMITED

	Independent Auditor's Review Report	7
		8
	Chairman's Review	20
		21
		25
		26
		27
	Unconsolidated Financial Statements	28
	Consolidated Financial Statements	59
	Form of Proxy

	CORDOBA LOGISTICS
	& VENTURES LIMITED
CORPORATE INFORMATION
Board of Directors:
Independent Director/Chairman	: Mr. Zeshan Afzal
Independent Directors	: Mr. Muneer Kamal
	: Ms. Maleeha Humayun Bangash
Non- Execuµve Directors	: Mr. Danish Elahi

• Mr. Sohail Ilahi
• Ms. Anum Raza

Execuµve Director/CEO	: Mr. Misbah Khalil Khan
Nominee Director (NIT)	: Ms. Ambereen Israr
Company Secretary	: Mr. Syed Ali Jawwad Jafri
Chief Financial Officer	: Mr. Wajahat Hussain
Head of Internal Audit	: Mr. Abdul Rehman
Auditors	: Parker Russell-A.J.S.
	Chartered Accountants
Legal Advisor	: Mr. Rana Muhammad Iqbal - Advocate
Audit Commiee	: Ms. Maleeha Humayun Bangash	Chairperson
	: Mr. Sohail Ilahi	Member
	: Ms. Anum Raza	Member
HR & Remuneraon Commiee	: Mr. Zeshan Afzal	Chairman
	: Mr. Sohail Ilahi	Member
	: Ms. Anum Raza	Member
Investment Commiee	: Mr. Muneer Kamal	Chairman
	: Mr. Danish Elahi	Member
Bankers	: Meezan Bank Ltd.
	: Dubai Islamic Bank Pak Ltd.
Registered Office	: Office No. 420, 4th Floor, Eden Towers,
	Main Boulevard, Gulberg III, Lahore.
	Phone: [phone]
	Email: [e-mail]
	Website: www.cordobalv.com
Shares Registrar	: Hameed Majeed Associates (Pvt.) Ltd.
	H.M House, 7-Bank Square, Lahore.
	Tel: [phone] Fax: [phone]

2

CORDOBA LOGISTICS & VENTURES LIMITED

VISION, MISSION AND VALUES

OUR VISION

Our vision is to be a trusted partner for our shareholders and a respected leader in the area of logistics and ventures.

OUR MISSION

Our mission is to add value with active portfolio management to help our shareholders reach their long-term inancial goals. We achieve this through our investment strategies, adhering to our values and investment principles, and offering employees a challenging and rewarding place to build a career.

OUR CORE VALUES

We do the right thing

We act with integrity and put our shareholders irst.

We think for the long term

We engage in thoughtful decision making and believe that investment excellence should drive our decisions.

We work together to achieve common goals

We show respect and humility towards each other and our shareholders. We believe in creating a supportive work environment that fosters teamwork, collegiality, and effective communication.

We strive for excellence

We make the extra effort, practice continuous improvement, and stay lexible to adapt to changing circumstances.

We are committed to employees

We foster an environment that provides lexibility and opportunity for growth, while also requiring accountability.

We are community minded

We support philanthropic giving and encourage employee volunteerism.

3

CORDOBA LOGISTICS & VENTURES LIMITED

STATEMENT OF COMPLIANCE WITH LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

Name of Company: Cordoba Logistics & Ventures Limited

Year ending: June 30, 2023

The company has complied with the requirements of the Regulations in the following manner:-

1. The total number of directors are eight (8) as per the following:

a.	Male	5
b.	Female	3

2. The composition of the Board is as follows:

Category	Name
	Zeshan Afzal
Independent directors	Muneer Kamal
	Maleeha Humayun Bangash (Female)
	Danish Elahi
Non-Executive directors	Sohail Ilahi
	Anum Raza (Female)
Executive director	Misbah Khalil Khan
Nominee director	Ambereen Israr (Female)*

*The company has a NIT nominee director.

CORDOBA LOGISTICS

1. • VENTURES LIMITED
2. Six (6) out of eight (8) directors are duly certied under the Directors' Training Program. No further trainings were arranged during the year, however, the Company has enrolled two (2) of its directors for Directors' Training Program.
3. The Board has approved appointment of chief nancial ofcer, company secretary and head of internal audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations;
4. Chief nancial ofcer and chief executive ofcer duly endorsed the nancial statements before approval of the Board;
5. The Board has formed committees comprising of members given below:-
6. 1. Audit Committee:

	Name of Members	Category	Designation
	Maleeha Humayun Bangash	Independent	Chairperson
	Director
	Sohail Ilahi	Non-Executive	Member
	Director
	Anum Raza	Non-Executive	Member
	Director
b) Human Resource and Remuneration Committee:

Name of Members	Category	Designation
Zeshan Afzal	Independent	Chairman
Director
Sohail Ilahi	Non-Executive	Member
Director

Female directors

Maleeha Humayun Bangash

Anum Raza

Ambereen Israr

	Anum Raza	Non-Executive	Member
	Director
c) Investment Committee:

1. The directors have conrmed that none of them is serving as a director on more than seven listed companies, including this company;
2. The company has prepared a code of conduct and has ensured that appropriate steps have been taken to disseminate it throughout the company along with its supporting policies and procedures;
3. The Board has developed a vision/mission statement, overall corporate strategy and signicant policies of the company. The Board has ensured that complete record of particulars of the signicant policies along with their date of approval or updating is maintained by the company;
4. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by Board/ shareholders as empowered by the relevant provisions of theAct and these Regulations;
5. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has complied with the requirements of Act and the Regulations with respect to frequency, recording and circulating minutes of meetings of the Board;
6. The Board have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations;

4

Name of Members	Category	Designation
Muneer Kamal	Independent	Chairman
Director
Danish Elahi	Non-Executive	Member
Director

1. The terms of reference of the aforesaid committees have been formed, documented and advised to the committees for compliance;
2. The minimum frequency of meetings (quarterly/half yearly/yearly) of the board/committees were as per following:-

	Board of Directors	Quarterly meetings
	Audit Committee	Quarterly meetings
	Human Resource and Remuneration	Annual meeting
	Committee
	Investment Committee	As and when required

5

CORDOBA LOGISTICS

	& VENTURES LIMITED
15.	The Board has outsourced the internal audit function to M/s Zafar Qamar & Co. who are considered qualied and
	experienced for the purpose and are conversant with the policies and procedures of the company;
16.	The statutory auditors of the company have conrmed that they have been given a satisfactory rating under the
	Quality Control Review program of the Institute of Chartered Accountants of Pakistan and registered with Audit
	Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of
	Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of CharteredAccountants of Pakistan and

Parker Russell-A.J.S.

CHARTERED ACCOUNTANTS

CORDOBA LOGISTICS & VENTURES LIMITED

901, Q.M. House,

Elander Road, Karachi - Pakistan. Tel: + 92-21-32621701-03

E-mail: [e-mail]

Offices also at Faisalabad, Lahore & Islamabad.

	that they and the partners of the rm involved in the audit are not a close relative (spouse, parent, dependent and non-
	dependent children) of the chief executive ofcer, chief nancial ofcer, head of internal audit, company secretary or
	director of the company;
17.	The statutory auditors or the persons associated with them have not been appointed to provide other services except in
	accordance with the Act, these Regulations or any other regulatory requirement and the auditors have conrmed that
	they have observed IFAC guidelines in this regard;
18.	We conrm that all requirements of the regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied
	with.
19.	Following are the explanations and action taken by the management to full compliance in accordance with the Code
	of Corporate Governance as laid out by SECP:
·	The Company has enrolled two (2) directors for the Director's Training Program. All directors on the board of CLVL
	have had vast experience across multiple industries and have served on the board of various listed entities.

For and on behalf of the Board

Lahore
September 28, 2023	Director	Chief Executive

6

Independent Auditor's Review Report

To The Members Of Cordoba Logistics & Ventures Limited

Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019.

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Cordoba Logistics & Ventures Limited (the Company) for the year ended June 30, 2023 in accordance with the requirements of regulation 36 of the Regulations.

The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our responsibility is to review whether the Statement of Compliance reects the status of the Company's compliance with the provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations.Areview is limited primarily to inquiries of the Company's personnel and review of various documents prepared by the Company to comply with the Regulations.

As a part of our audit of the nancial statements, we are required to obtain an understanding of the accounting and internal control systems sufcient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors statement on internal control covers all risks and controls or to form an opinion on the effectiveness of such internal controls, the Company's corporate governance procedures and risks

The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval, its related party transactions and also ensure compliance with the requirements of section 208 of the Companies Act, 2017. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee. We have not carried out procedures to assess and determine the Company's process for identication of related parties and that whether the related party transactions were undertaken at arm's length price or not.

Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reect the Company's compliance, in all material respects, with the requirements contained in the Regulations as applicable to the Company for the year ended June 30, 2023.

Chartered Accountants

Place:Karachi

Date:

7