AREAS OF PRACTICE

The Firm is regularly engaged by foreign companies, multinationals and large local companies to advise them and/or to represent them in cases which, amongst others, fall in the following areas:

Aviation Law

The Firm has advised and represented manufacturers (for example, Rolls Royce in bringing a claim against a local airline) as well as airlines in various matters. In addition thereto, the Firm has advised or represented insurance brokers (Willis) and insurance companies (EFU Insurance etc.) in case of an aviation accident.

The Firm was recently engaged to advise M/s Airblue Limited and its insurers on all aspects of Pakistani law (including compensation), to review the documentation in relation to the settlement process and to carry out settlements with the families of the deceased passengers throughout Pakistan in the aftermath of the crash of Airblue Flight ED 202.

Arbitrations Laws (including enforcement of foreign awards)
Banking Laws
Civil Law/ Construction Law
General Commercial Law
Company Law (including Shareholders' Rights Litigation)

Shareholders' Rights Litigation
The firm is retained by several multinational companies, and industrial groups to provide them with advisory services in relation to issues arising from company law matters. The firm regularly files cases invoking the company jurisdiction of various High Courts throughout Pakistan and it also appears before the SECP in various matters.

The firm has been extensively involved in issues arising out of the rights of shareholders (both majority shareholders as well as minority shareholders) and in recent years it has successfully acted for the majority shareholders of Gul Ahmed Textile Mills Limited in proceedings initiated by the minority shareholders. The firm has also acted for Mr. Arif Dawood, who was a minority shareholder in the Dawood Group (joint venturers with Yamaha Motorcycle Company), and was able to obtain a favourable out-of Court settlement for Mr Arif Dawood. The firm successfully represented Searle Pakistan in a suit filed by minority shareholders. The firm also successfully represented the minority shareholder in JDW Sugar Mills Ltd (the largest and most profitable sugar mill in Pakistan ) in a very acrimonious dispute with the majority shareholder. In addition thereto, the firm is currently advising the shareholders of foreign and domestic business groups in relation to on-going disputes with other shareholders.

Restructuring/ Mergers/ Demergers
The firm is extensively advising its clients in relation to the restructuring of groups/ group entities/ companies etc. The firm recently advised, prepared and successfully obtained court approvals for the restructuring of Sapphire Group (involving the de-mergers of four Group Companies as well as the subsequent merger of some of the demerged companies. The firm played a similar role for the International Brands Ltd. group of companies in which companies were demerged and then subsequently merged at the second stage. It may be noted that an important consideration in such de-merger and subsequent merger is the huge tax savings that can be realised by going through a Court approved scheme.

The firm also advised MCB Bank Ltd. (which is one of the largest banks in Pakistan ) in relation to the merger between MCB Asset Management Company Ltd. and Arif Habib Securities and Investment Company Ltd. The firm advised the same in applying for the necessary regulatory approval ( i.e. from the State Bank of Pakistan , the Competition Commission of Pakistan, and the Securities and Exchange Commission of Pakistan ) as well as the drafting of the Scheme of Arrangement and the negotiation of the Shareholders' Agreement.

Regulatory Actions
The firm is regularly engaged by clients to advise them or appear on their behalf in relation to acts initiated by the Securities and Exchange Commission of Pakistan (SECP) for the alleged violation of the provisions of the Companies Ordinance, 1984 or by the Competition Commission of Pakistan (CCP) for an alleged violation of the provision of the Competition Act, 2010. The firm appears before the SECP/ CCP as well as before the Superior Courts of Pakistan at an appellate level.

The firm is regularly engaged by the Central Depository Company to appear in various matters pending before the Superior Courts of Pakistan.

Succession Planning
The firm has been approached by several clients to prepare a corporate plan to enable them to make a smooth transition from one generation to another. In this regard, the firm provides tailor-made solutions to its clients without losing sight of the vision of the founder of the Group (which in every case is to build upon its strength and to create a greater synergy) but at the same time the interests of the different family members are, wherever possible, made independent of each other so as to avoid any potential problems in the future following the demise of the founder of the Group.

Competition Law

The firm has been actively involved in advising and representing clients from time of the promulgation of the Competition Ordinance, 2007. The firm has represented clients at all levels (i.e. Supreme Court, High Courts and before the Commission). It was also actively involved in advising and representing clients under the Monopolies and Restrictive Trade Practices (Control & Prevention) Ordinance, 1970.

The firm is currently representing four cement manufacturers including the two largest cement manufacturers in Pakistan (i.e. Lucky Cement Limited and D. G. Khan Cement) in relation to the action initiated by the Competition Commission of Pakistan against the cement manufacturing companies for allegedly forming a cartel to fix the price of cement and to control the supply of the same as well.

The firm is also currently representing the Pakistan Banks Association as well as Habib Bank Limited, Allied Bank Limited, United Bank Limited, Saudi-Pak Commercial Bank Limited, Atlas Bank Limited, National Bank of Pakistan, MCB Bank Limited, ABN AMRO Bank (Pakistan) Limited (now Faysal Bank Limited), NIB Bank Limited and HSBC Pakistan in a Constitutional Petition challenging the vires of the Competition Ordinance, 2007 and the Show-Cause notices issued to the Petitioners for having allegedly formed a cartel.

In addition thereto, the firm is also representing Karachi Stock Exchange, the largest stock exchange of Pakistan, before the High Court against a decision of Competition Commission of Pakistan.

The Firm has also advised Ms/ Fauji Fertilizer Company Limited from time to time against the notices issued by the Competition Commission of Pakistan in relation to the increase in price of fertilizer by the fertilizer companies.

The firm successfully appeared in the case of D.G. Khan Cement Companies Limited versus Monopolies Control Authority (reported PLD 2007 Lahore 1) in which a landmark judgment was delivered by the Lahore High Court on, inter alia , the meaning and import of unreasonably restrictive trade practices under the Monopolies and Restrictive Trade Practices (Control & Prevention) Ordinance, 1970.

The firm also advises clients in relation to obtaining an exemption from the Competition Commission (under Section 5 of the Competition Act, 2010) and also to apply for and obtain Pre-Merger Approvals (Section 11 of the 2010 Act).

Constitutional Law

The Firm has been at the forefront of high-profile constitutional litigation from the time of the formation of Pakistan . Our senior partners have appeared in leading cases involving the interpretation of the provisions of the Constitution of Pakistan, 1973 and the erstwhile 1962 and 1956 Constitutions. The Firm has been involved in all the cases in which the Pakistani Supreme Court examined the validity of coup d'etats carried out in 1969, 1977 and 1999.

The former senior partner appeared in several high-profile cases including the petitions filed to, inter alia , challenge the military takeover by the then Chief of Army Staff General Zia-ul-Haq (entitled Begum Nusrat Bhutto v Chief of Army Staff & Others reported as PLD 1977 SC 657). He was also appointed as an amicus curiae (friend of the Court) in the famous case of  Miss Asma Jilani v The Government of Punjab & Another (reported as PLD 1972 SC 179) in which the Supreme Court decided the issue of the validity of the Martial Law imposed in 1969.

The current Senior Partner appeared for Mr. Muhammad Nawaz Sharif to successfully challenge the dismissal of his government by the then President Ghulam Ishaq Khan (entitled  Muhammad Nawaz Sharif v President of Pakistan & Others  reported as 1993 PLD 473 SC). He thereafter appeared on behalf of the President of Pakistan to successfully defend the dismissal of the second government of Mohtarma Benazir Bhutto (entitled  Mohtarma Benazir Bhutto v President of Pakistan & Others  reported as 1997 SCMR 353).

Mr. Anwer was also engaged to challenge the military takeover by the then Chief of Army Staff General (R) Pervez Musharraf (entitled  Zafar Ali Shah & Others v General Pervez Musharraf & Others  reported as 2000 PLD 869 SC).

In addition thereto, Mr. Anwer has appeared in dozens of high-profile constitutional cases such as the Pir Sabir Shah Case (reported as PLD 1995 SC 66) and he continues to be engaged regularly to appear in such matters.

Customs Laws

The firm has a strong history of advising and representing clients at all levels in relation to matters involving Customs Laws. The firm is currently representing M/s Indus Motor Company Limited (the assembler for Toyota) and M/s Dewan Farooque Motor Company Limited (the assembler for Hyundai) at various fora (High Courts and the Inland Revenue Appellate Tribunal) in relation to the demand raised by the Customs Department for adding the running royalty paid to their respective principals abroad when calculating the transaction value under Section 25 of the Customs Act, 1969. It is pertinent to mention that the Firm was able to successfully convince the IRAT (formerly CESAT) and obtained a favourable verdict for M/s Indus Motor Company Limited and M/s Dewan Farooque Motor Company Limited and the appeals filed by the Department are pending adjudication before the Hon'ble High Court of Sindh at Karachi .

The firm has also been involved in litigation which, inter alia , has examined the nature and scope of amendments made to the Customs Act, 1969. The Government had amended the Customs Act so as to nullify the decision obtained by the Firm in the famous Al-Samrez Case (reported as 1986 SCMR 1917). The Government sought to apply the amendments retrospectively. This interpretation was challenged by the Firm on behalf of another client, and subsequently, the Supreme Court of Pakistan examined the effect of the retrospective amendments made as a consequence of the Al-Samrez Case, and notwithstanding the amendments, the Supreme Court of Pakistan accepted the plea of our firm on behalf of Molasses Trading and Export Pvt. Limited (reported as 1993 SCMR 1905). Similarly, the firm was also involved in ligation on behalf of Fecto Belarus Tractor Ltd. which resulted in the Government making amendments to the Customs Act again for the express purpose of nullifying the decision in favour of our client.

The firm has represented Schlumberger Seaco and is currently representing Proctor & Gamble in a large number of customs cases in which the Customs Department had raised huge claims against our clients.

The firm has also represented Haji Sheikh Noor ud Din and Sons (HSNDS), a Dubai based multinational company, and part of the Dinsons Group, in a range of appeals before the High Court & Supreme Court challenging the imposition of millions of dollars of fines and penalties .

The firm is representing Al-Hamza Ship Breaking Company in an appeal filed in the Supreme Court challenging the fixation of Import Trade Price on Ships imported for ship-breaking for the purpose of calculating customs duty.

Cyber Laws
Intellectual Property
Labour Laws
Legislative Drafting
Media Laws
Mergers & Acquisitions
Petroleum & Natural Resources
Privatizations
Power Projects & Energy Laws

Litigation
The firm is currently representing eight Independent Power Producers (IPPs) under the 2002 Power Policy in the Supreme Court on the non-payment by NTDC of their outstanding dues amounting to over Rs. 50 Billion despite the fact that the Government of Pakistan has issued them Sovereign Guarantees in this regard.

The firm is also representing 54 industrial undertakings in a petition filed under Article 184(3) of the Constitution of Pakistan, 1973 to challenge the decision given by the Peshawar High Court regarding the interpretation of Article 158 of the Constitution. The main question in this Petition is whether given the national shortage of natural gas, load-shedding should be uniformly applied throughout the whole country or whether those provinces which produce more natural gas than they consume should receive preferential treatment? Needless to say, this is a question of the utmost national importance which has huge economic and political ramifications both for industry as well as for the future of the Federation.

The firm has regularly advises clients and handles cases arising out of or under the Electricity Act, 1910, the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997 (the NEPRA Act), etc.. The firm appears at all levels in such cases.

The firm is currently representing Warid Telecom Pakistan (which is one of the largest telecom companies in Pakistan) in a petition filed before the Sindh High Court to challenge the imposition of electricity duty on the electricity generated by the generators installed at the 850 BTS sites throughout the Province of Sindh. The firm has successfully obtained an interim order restraining the Province from taking any coercive measures against Warid.

The firm has recently, acted for a client in a dispute with the Karachi Electric Supply Company Ltd. (KESC) in which KESC had challenged the actions of our client in supplying electricity from one of its own factories to another factory of its own situated close by. KESC has alleged that this was an infringement of KESC's distribution license. Furthermore, the firm is currently defending a client which is supplying electricity to the Pakistan Navy in a case filed by KESC claiming that the Pakistan Navy does not have the legal right to purchase electricity from our client. KESC had obtained an ex parte stay order restraining our client from supplying electricity to the Navy. The firm was able to get the injunction modified to the satisfaction of our client.

The firm is currently representing Indus Motor Company in a dispute with KESC over the excess billing by KESC.

The firm recently represented KESC in a Constitutional Petition involving the constitutionality and the interpretation of the Industrial Relations Act, 2012. The firm was able to persuade the Supreme Court to dismiss the Petitions filed by the KESC employees.

The firm is currently representing Tapal Energy in various Income Tax References pending in the Sindh High Court.

Transactional Work
The firm has been involved in advising both the sponsors and lenders in the drafting, negotiating and finalizing of project and security documents.

The firm was engaged by Gul Ahmed Energy in its financing of a 120 MW Power Project by international agencies and financial institutions. The firm handled all aspects of the matter and was involved in negotiating and drafting all the Agreements with the power purchaser, the Engineering and Procurement Contractor, the Operation and Maintenance Contractor, etc. It continues to advise GAEL on a regular basis.

In recent times, the firm has acted for a syndicate headed by National Bank which was financing a combined cycle power project in Jhang, Punjab. It helped revive an earlier licensed project and drafted and negotiated the finance agreements with the sponsors and the Power Project Agreement and the Implementation Agreement with governmental bodies.

The firm also acted as the local counsel for the acquirers of two Punjab based IPPs.

The firm is acting for the sponsors of two 50 MW wind power projects (Gul Ahmed Wind Power and Metro Wind Power) being set up in Gharo, Sindh for which negotiations with financial institutions and for the procurement of wind turbines are continuing.

The firm also advises Sapphire Power, Nishat Power and several other IPPs based in Punjab on their various disputes involving interpretation of the project agreements, the relevant laws and the regulatory framework.

Project Financing
Real State Finance
Legal Secretarial Services
Taxation Laws
Telecommunication Laws
WTO (and related matters including Anti-Dumping)


In addition thereto, the Firm is regularly engaged and/or assists clients in arbitrations as well as negotiations of complex commercial contracts abroad.

News Update

The firm is currently representing nine Independent Power Producers i.e. Hub Power Company, Nishat Power, Sapphire Electric Power, Atlas Power, Orient Power, Saif Power, Halmore Power Generation, Liberty Power Tech, and Nishat Chunian Power in the Supreme Court in Petitions filed against the non-payment by the NTDC of their outstanding dues amounting to over Rs. 70 Billion.

The firm is also representing four mobile operators namely, Warid Telecom, Telenor Pakistan, Pakistan Telecom Mobile (Ufone) and CM Pak (Zong) in petitions filed before the Islamabad High Court challenging the constitutionality of the demand for Federal Excise Duty on telecom services in excess of Rs. 47 Billion. The firm has successfully obtained interim relief against various show cause notices and demands issued by the FBR / LTU.

The firm is advising JS Bank in relation to the proposed amalgamation/ acquisition of HSBC Middle East (Pakistani Operations).

Khalid Anwer & Co has been ranked as a top tier firm for dispute resolution by the Legal 500 (2013).

The firm has been engaged, inter alia, by Lucky Textile Mills (Pvt.) Limited and Continental Biscuits Limited to challenge the vires of the Gas Infrastructure Development Cess Act, 2011 and the recovery of cess in terms thereof. The firm successfully obtained ad-interim orders (which were subsequently confirmed) against the recovery of the said cess.

The firm has been engaged by Pakarab Fertilizers Limited (jointly owned by the Arif Habib Group and the Fatima Group) in relation to its dispute with Dawood Hercules Corporation Limited for the sale of the shares of DH Fertilizers Limited. The firm has successfully obtained ad-interim relief from the Sindh High Court against the sale of the shares of DH Fertilizers Limited by Dawood Hercules Corporation Limited to any third-party.

The firm is currently advising a foreign investor interested in purchasing a major stake in the power sector in Pakistan.

The firm recently advised two IPPs in relation to a major equity investment by a Singapore based fund.

The firm is currently advising an IPP in relation to its negotiations with IFC for the injection of equity and financing of debt.

The firm has been engaged by Warid Telecom (Pvt.) Limited to file appeals before the Supreme Court to challenge the initiation of audit proceedings (both income tax and federal excise duty) by FBR which were upheld by the IHC.

The firm has been engaged by a group of companies in the ship-breaking industry to challenge the retrospective application, by the Collector of Customs of a Statutory Regulatory Order, through which the FBR enhanced the witholding income tax by 400% on the import of shipping vessels. The firm has successfully obtained ad-interim orders and restrained the Collector from interpreting and applying the SRO retrospectively and collecting the enhanced amount of tax.

The firm is representing M/s Standard Chartered Bank Pakistan Limited & M/s Deutsche Bank in relation to the demand raised by the FBR on account of FED on Banking Services in the Province of Sindh. The firm has successfully obtained ad-interim orders from the Sindh High Court in relation to the same.

The firm has been recently engaged by Fauji Fertilizer Company Ltd, the largest manufacturer of fertilizers in Pakistan, to challenge an order of the Competition Commission of Pakistan whereby a significant penalty has been imposed on the Company.

© 2013 Khalid Anwer & Co.