Practices

Mandviwalla & Zafar's work involves negotiations with other consortium member companies, consideration of relevant statutory regimes, restructuring of interests and dealing with government authorities and relevant state-owned companies and financing institutions.

Energy & Power

M&Z has significant experience in the area of power and energy that extends to both local and foreign companies whose business involves energy generation, distribution and transmission.

In 1985 the Government of Pakistan for the first time introduced measures to encourage private investment / participation in the Power Sector in Pakistan. These measures resulted in the introduction of various power policies by the Government of Pakistan and the setting up of the Private Power and Infrastructure Board (PPIB).

M&Z has the distinction of being the only law firm in Pakistan that has represented power projects as well as sponsors for setting up projects under each of the following power policies:

  • 1994 Power Policy
  • 1995 Hydel Policy
  • 1995 Transmission Line Policy
  • 1998 Power Policy
  • 2002 Power Policy
  • Policy for Development of Renewable Energy for Power Generation

We were the exclusive legal counsels in Mangla Dam and Tarbela Dam projects and were involved in advising most of the projects that were set up under the Private Power Policy 1994 in Pakistan which involved detailed negotiations with PPIB, WAPDA and KESC in respect of the principal agreements relating to power projects (the Implementation Agreement, Power Purchase Agreement and Fuel Supply Agreement/Gas Supply Agreement). The final standard documents presently used in power projects resulted from these negotiations.

The firm is currently involved in advising on all aspects of three hydro projects in the northern areas of Pakistan including the SK Hydro Project with a capacity of 840MW. The firm is also currently negotiating on behalf of clients for wind power in Pakistan in the Sindh area. Apart from this we have also acted as transaction counsel for various captive power projects.

M&Z also has the distinction of representing not only the project company but in certain instances also the sponsors of such projects. We have also represented clients in all aspects of the power project in relation to the financing requirements of the power project.

M&Z advised Pakistan State Oil and Pakistan Petroleum on various regulatory and legal issues and disputes arising out of laws pertaining to Oil and Gas. Internationally we have advised Petrobas (Petroleo Brasileiro) the largest oil company of Brazil on legal and regulatory framework of oil and gas laws in Pakistan including investment policies and all the issues involved for foreign companies in setting up of businesses in oil and gas in Pakistan. We advised Pyramid Gas (Private) Limited, one of the major LPG companies operational in Pakistan on issues of gas distribution and related laws. We have also advised and drafted.

Transactional Experience

Acquisition and Revival of a Power Project

M&Z represented foreign buyers in the proposed acquisition of a 180MW power and the subsequent revival and rehabilitation of the same. The transaction involved the due diligence of the project and negotiations with NTDC, PPIB and the existing sponsors.

Faysal Bank Limited - Energy Saving Solutions (Private) Limited

Energy Savings Solutions, a company incorporated in Sweden, incorporated a subsidiary in Pakistan by the name of Energy Saving Solutions (Private) Limited for the establishment of an approximately 47.76 MW gas powered combined cycle power plant in Dhabeji Sindh. M&Z acted as the counsel for the lenders for the financing being availed by the company for the establishment of the project.

Zorlu Enerji Elektrik Uretim A.S.

M&Z is acting as the local counsel for ZorluEnerjiElektrikUretim A.S. and ZorluEnerji Pakistan Limited, for establishing a 50 MW wind power plant in Sindh.

Harbin Power Engineering Company Limited

Harbin Power Engineering Company Limited being an entity owned by the Chinese Government is supplying equipment and facilitating the construction of a 560MW combined cycle power plant proposed to be established in Karachi. M&Z represented Harbin Power in the project.

Karachi Electric Supply Corporation

M&Z acted as the transaction counsel for the US$ 275,000,000 and PKR 12,000,000,000 project finance facility extended to KESC by a consortium of foreign multilateral lenders and local lenders for Phase I of KESC's extension. The foreign multilateral lenders comprised of Asian Development Bank and the International Finance Corporation.

DHA Cogen Limited

DHA Cogen (Cogen), is a combined power generation and desalination facility, power plant with a capacity of approximately 94 MW gross ISO and a desalination plant with a capacity of 3MGD for production of potable water in Phase VIII, Defence Officers Housing Authority, Karachi. This is a public private partnership in which the Defence Housing Authority holds 26% shares along with private sector investors. M&Z acted as the transaction counsel for Cogen in respect of the establishment of the first combined power generation and desalination facility in Pakistan.

Beacon Energy (Private) Limited

M&Z acted as the project counsel for the sponsors of Beacon Energy for the establishment of a wind power plant in the province of Sindh. In this regard we have negotiated the Energy Purchase Agreement with NTDC and AEDB.

Orient Power Company (Private) Limited

M&Z acted as the local counsels for DEG - Deutsche Investitions - und Entwicklungsgesellschaft mbH Köln in respect of their equity investments in Orient Power Company (Private) Limited.

Sapphire Power Generation Limited

M&Z acted as the local counsels for DEG - Deutsche Investitions - und Entwicklungsgesellschaft mbH Köln in respect of their equity investments in Sapphire Power Generation Limited.

Rupali Power Project

M&Z acted as the transaction counsel for the Rupali Power Project in respect of obtaining all necessary governmental approvals for the establishment of their power project, including the Power Purchase Agreements, the Implementation Agreement, the Equipment, Procurement and Construction Contracts and the Financing Documents.

In addition to the above, we acted for Rupali for the acquisition of Faisalabad Electric Supply Company.

Wartsila Development & Financial Services Oy - Finland

M&Z provided legal assistance to Wartsila Development and Financial Services Oy - Finland since 1993 in respect of their investments (both debt and equity) in various power projects established or being established in Pakistan. Our involvement with Wartsila in Pakistan included, acting as the lead counsel for the development of Tapal Energy Limited (126 MW).

We have also advised on other Wartsila projects in Pakistan being Gul Ahmed and Kohinoor.

Wartsila - Attock Gen Limited

M&Z acted as the local counsel for Wartsila Finland Oy and Wartsila Pakistan (Private) Limited in respect of the negotiations of the Equipment Supply Contract and the Construction Services Contract for the design engineering, supply, construction and commissioning of Attock Gen Limited, a 156 MW RFO Fired combined cycle power plant at Morgah Rawalpindi.

Wartsila - Nishat Chunnian Power Limited

M&Z acted as local counsel for Wartsila Finland Oy and Wartsila Pakistan (Private) Limited in respect of the negotiations of the Equipment Supply Contract and the Construction Services Contract for the design engineering, supply, construction and commissioning of NishatChunian Power Limited, an approximately 200 MW RFO Fired Combined Cycle Power Plant proposed to be constructed at JambarKalan, District Kasur, Near Lahore.

Wartsila - Nishat Power Limited

M&Z acted as local counsel for Wartsila Finland Oy and Wartsila Pakistan (Private) Limited in respect of the negotiations of the Equipment Supply Contract and the Construction Services Contract for the design engineering, supply, construction and commissioning of Nishat Power Limited, an approximately 200 MW RFO Fired Combined Cycle Power Plant proposed to be constructed at JambarKalan, District Kasur, Near Lahore.

Siemens (Pakistan) Engineering Company Limited

M&Z acted for Siemens Pakistan and Siemens A.G. with respect to the privatization of Karachi Electric Supply Corporation. In this connection we conducted a complete due diligence of KESC in relation to generation; transmission; distribution and billing systems of KESC. We have also advised Siemens with respect to the operation and management contract with KESC.