Name: SYED ALI ZAFAR
Son of: S. M. ZAFAR
Address Lahore Off: Zafar Chambers, 7/B-I, Aziz Avenue, Canal Bank, Gulberg-V, Lahore, Pakistan Tel Off: (92-42) 35715479-82 Fax: (92-42) 35715483 E-mail: [email protected]; [email protected]
Address Karachi Off: Mandviwalla Chambers, C-15, Block-2 Clifton, Karachi, Pakistan Tel Off: (92-21) 35867041-3 Fax: (92-21) 35860895 E-mail: [email protected]
Address Islamabad Off: 1st Floor, Al-Babar Centre, F/8 Markaz, Islamabad, Pakistan Tel Off: (92-51) 2853438 Fax: (92-51) 2853449 E-mail: [email protected]
CURRENT POSITION
Mr. Syed Ali Zafar is a senior partner of Mandviwalla & Zafar, which is one of the largest and a leading law firm of Pakistan, having its offices in Lahore, Karachi and Islamabad. He is also a President of one of the Chapters of SAARC Law and the Director of Soneri Bank Limited.
EDUCATION
Mr. Zafar, having passed LL.B (Hons) from London School of Economics & Political Science (University of London) in 1983, was called to the Bar of England & Wales in 1984. Mr. Zafar was enrolled as an Advocate of High Court on 11th February, 1985 and as an Advocate of Supreme Court of Pakistan on 10th June 1995.
DRAFTING OF LAWS
Mr. Zafar has assisted in and contributed to the drafting of new Anti Money Laundering laws, Assets backed securitization, take over code on behalf of Government of Pakistan, Companies Ordinance 1984, Central Depositories Act, 1997 Modaraba, Companies and Modarabas (Flotation and Control) Ordinance XXXI of 1980 and Securities and Exchange Commission of Pakistan Act, 1997.
Mr. Zafar has recently drafted for the Government of Punjab the laws relating to transport system and plying of the buses in Punjab. The law is known as Punjab Motor Vehicles Ordinance, 2005 and contains detail provisions introducing the concept of notifying certain routs on which certain specified types and kind of vehicles can ply as transport vehicles.
AS A PLEADER
Mr. Zafar is entitled to appear and plead cases and has been regularly appearing in all courts in Pakistan including the Sindh High Court, Balochistan High Court, Peshawar High Court, Lahore High Court, Federal Shariat Courts, Supreme Court of Pakistan, Shariat Appellate Bench of the Supreme Court of Pakistan and all Administrative Authorities and Tribunals including the Customs, Sales Tax, Excise Duty, Income Tax and other Tribunals.
During the years of his practice before these various courts Mr. Zafar has appeared in hundreds of important and famous cases. Due to the national importance of the matters in which Mr. Zafar has appeared, his name has been appearing regularly in all the major newspapers of Pakistan. Press clipping relating to some of Mr. Zafar’s cases can be obtained from the website of Mandviwalla & Zafar.
DISPUTE RESOLUTION-LITIGATION AND ARBITRATION
Mr. Zafar deals with litigation involving:-
Contractual Banking and finance; Capital markets; Construction; Taxation; and Constitutional disputes and matters. In this connection he represents and acts for clients before the Supreme Court of Pakistan, all High Courts, all District Courts, all Civil Courts, all Banking Tribunals, Customs, Sales Tax and Excise Tribunals, Departmental Authorities, all Labour Courts, NIRC, Commissioners of the SECP and many other authorities set up under the law. He represents and acts for clients in a number of arbitrations.
In this connection he has recently
been engaged by Bahria Town (Pvt.) Limited in various matters before different forums including Civil Courts, High Courts as well as the Supreme Court of Pakistan
been representing Royal Palm Golf & Country Club before the Supreme Court of Pakistan in a constitutional issue regarding the procurement process to be undertaken by the Government
been representing various allottees/purchasers of plots allotted/sold by National Police Foundation in a Suo Moto Case pending before the Supreme Court of Pakistan
successfully represented Makhdoom Amin Fahim (a prominent politician of Pakistan) in a very famous case known as NICL Scam
been representing Deewan Petroleum before various forums including Supreme Court of Pakistan
successfully obtained judgement from the Supreme Court in which it was decided that the constitution of Election Commission of Pakistan be done in accordance with the Constitution of Pakistan as a result of which Election Commission of Pakistan is now functioning
successfully obtained judgement from the Supreme Court in which it was decided that Election Commission of Pakistan and National Database Registration Authority (NADRA) should rectify Electoral Rolls
successfully obtained judgments confirming International Finance Corporation’s right to avail recovery proceedings under Pakistani Law;
represented the Karachi Stock Exchange, Lahore Stock Exchange and Islamabad Stock Exchange in successfully defending various matters challenging their regulations;
acted on behalf of Central Depository Company in successfully defending the challenge to the Central Depository System in Pakistan;
successfully defended the major international shipping lines operating in Pakistan in respect of the imposition of War Risk Surcharge on containers imported from Pakistani ports to foreign destinations;
successfully defended the International Power Producers (IPP’s) against challenge to the government’s power purchasing and the implementation agreement and power purchase agreements executed between IPP’s and the Government of Pakistan/WAPDA;
acted for the Muslim Commercial Bank, the largest private sector bank in Pakistan regarding takeover dispute with Adamjee Insurance Company, the largest insurance company in Pakistan;
successfully challenged the action of the Government of Pakistan to disconnect and reduce the gas supply to cement plants;
acted for Star TV in relation to disputes with Pakistan Telecom Corporation.
acted in a dispute regarding acquisition of assets of a major hotel chain.
successfully defended the laws of the Corporate & Industrial Restructuring Corporation (CIRC) in the case of General Meditarean S.A.
represented various power projects like Liberty Power Limited, Southern Electric Limited in Pakistan against the cancellation of their agreements by the Government of Pakistan, WAPDA and Karachi Electricity Supply Corporation.
represented the clients in cases which laid down important laws relating to banking, company, contract, construction works, arbitration.
represented major banks in Pakistan in cases which laid down the law on liability of guarantors in matters of execution of judgments in various courts.
in constitutional matters, successfully represented the clients in petitions challenging the imposition of import duties.
successfully defended the challenge to franchise system for buses in Municipal limits.
represented Tobacco companies in the challenge to the imposition of Tobacco development cases.
successfully defending financial institutions in Pakistan relating to their right to change the rates of interests/profits payable on deposits.
involved in many land mark cases relating to winding up of companies.
represented the clients in the constitutional petitions relating to challenge of regulatory duty.
successfully challenged the imposition of surcharge imposed by the Government under the Custom Act.
successfully challenge the imposition of luxury tax on vehicles by the Government of Punjab.
represented the clients in the constitutional petitions relating to excise duty on bank advances.
successfully defended the imposition of Highway tax.
represented the clients in their rights to hold various foreign currency deposits.
successfully defended banking companies in the matter relating to the jurisdiction of banking courts to review their judgments.
successfully challenged the imposition of cases on educational institutions.
represented Fauji Foundation in matters involving imposition of income tax on trust funds and successfully had such imposition declared illegal.
represented the Government of Punjab in the matter of withdrawal of concession from the large Industrial Estate of Gadoon, NWFP.
successfully defended various sugar mills in respect of seizure of their assets.
successfully challenged the imposition of advance tax.
represented the investment companies in respect of the imposition of the income tax and the mechanism of recovery.
successfully challenged of imposition of import license fee.
successfully challenged of imposition of professional tax on companies.
acted on behalf of Modaraba companies in respect of the jurisdiction of the Federal Investigating Agency to investigate the businesses of Modaraba companies.
represented Daewoo Corporation of Korea and Bayindir of Turkey in various arbitrations with the National Highway Authority in disputes arising as a result of construction of the M-I and M-II Motorways.
acted for various producers and distributors of films and plays in Pakistan including the challenge to the viewing of the film “Jinnah” in theaters in Pakistan.
represented the Horticulture Society of Pakistan in challenges to their jurisdiction to set up food streets in different areas of the Punjab.
acted for PTV against mobile phone companies.
represented the clients in various election matters.
successfully defended a case involving a major property transaction in which the concepts of assignment of a decree and the power of the court in suits for specific performance in contract of sales of immovable properties was decided. successfully acted on behalf of companies involved in Information Technology in cases which laid down the law relating the right of the employers to impose restrictions upon employees after resignation from employment.
successfully defended the banks from being involved in liability under the National Accountability Bureau Act.
successfully defended the financial institution involved in assessment of Pakistan Steel Mills Case.
successfully acted in a case on behalf of the bank in a case which laid down the law regarding the right of a prior hypothecation over assets acquired by a lessee in future.
successfully defended a leading bank in a case involving the scope of powers of the liquidator under the company law.
successfully defended the financial institutions in a case which involved and laid down the principles of challenging the judgment and decree obtained under the Financial Institutions Recovery of Finances Ordinance 2001
successfully defended a sitting Minister in a election matter which involved the concepts of corporate liability and the effect of default of a company owned by family members and the issue of disqualification under the election laws.
successfully acted on behalf of the manufacturing concern in a case involving constitutional and fiscal issues on whether the laws of Pakistan could automatically apply to the state of Azad Jammu and Kashmir without the consideration by the AJK parliament.s
successfully defended a leading pharmaceutical company in a case involving the liability of drug manufacturers and distributors under the drugs laws of Pakistan.
successfully defended different airlines in cases involving suits by aggrieved passengers/cargo operators.
successfully acted for companies against imposition of duties upon import of Tractors in a case which involved and laid down the principles of promissory estopple in fiscal matters.
successfully defended financial institutions in a case that laid down the procedures for trial of cases in winding up matters.
successfully acted for financial institutions in a case which involved the issue of calculation and right of charging rate of interest on Foreign Currency Loans and the validity of such interest under the regulations relating to application of Islamic Law in banking matters.
successfully acted for manufacturing concerns in respect of the refund of duties in a case which laid down the principles that a tax mistakenly paid is liable to be refunded irrespective of limitation period.
successfully acted on behalf of a bank in a case which laid down the principles for determining the priorities and rights of various claimants in the matter of insolvency proceedings.
successfully defended the yarn manufacturers and exporters against the Export Promotion Bureau regarding entitlement to quota for export to European countries.
successfully acted for a Saudia Arabian Investment Group in a dispute involving rights of acquisition of shares by one set of share holders against the other.
successfully defended the right of a auction purchaser under a court sale against claim by the local authorities for payment of past dues.
successfully acted for foreign and local companies in various arbitrations involving claims for supply of equipment to Government and other buyers/authorities where payments were denied owing to claims by the buyers that the equipment was defective.
successfully acted in various arbitrations involving constructions disputes relating to dams, plant buildings, commercial and residential buildings, roads, highways and motorways etc.
successfully acted in arbitrations involving dispute between producers, directors and actors of movies and television plays and between TV channels and private producers.
successfully involved in defending the legal rights of an auction purchaser of a valuable property from the Privatization Board.
successfully acted on behalf of the Government of Pakistan in laying down the proposition that exemptions for payment of tax can be withdrawn by the Government unless specifically time bound even if an industrial estate was specifically developed in a remote area.
acted in a case in the Shariat courts which established the concepts of Islamic finance in Pakistan.
currently acting for WAPDA in a dispute with the Government of NWFP involving arbitration and civil litigation in court regarding the payments of Net Hydel Profits by the Federation to the Provinces for use of water.
currently involved in litigation on behalf of a construction company relating to the validity and enforceability of an international arbitration clause in which the parties had agreed to refer the matter to arbitration under the ICC Rules to London.
currently engaged in defending a case in the Superior Courts regarding liability in tort of a credit rating agency under the laws of Pakistan.
currently engaged in an appeal on behalf of the Lahore stock Exchange relating to the liability of an exchange to a private investor and the concept of the tort of conversion (the court of 1st instance had passed judgment of more then ten (10) million US $ against the exchange)
currently engaged in the case involving the role of the court in auction of assets and the procedures and principle to be followed in regard to sale of assets under supervision of court (the case involves the largest auction side in Pakistan legal history).
currently engaged in defending the sponsors of the largest bank in Pakistan in a case in which the privatisation of this bank has been challenged.
currently involved on behalf of a leading University in a constitutional matter relating to the territory of Islamabad and the jurisdiction of the Government of Punjab and the Federation of Pakistan within this territory in respect of administration of a University.
currently engaged on behalf of the Regulatory Authority in the case involving the concept of manipulation of the share markets which led to the crash of the Stock Exchanges in the recent years.
currently involved in various litigation involving construction disputes.
currently involved in a case on behalf of potential bidder (bids were for a development of an Expo Centre, Hotel Complex, Shopping centre and IT tower) in a case relating to failure of the Government to follow the laws and principles relating to procurement laws.
currently involved in litigations relating to planning and environmental laws on behalf of the Government of Punjab and the environmental impact of urban development.
currently involved in the case relating to illegal imposition of income tax amounting to billion of rupees upon a Steel Mill in Pakistan (the case also involve the concepts of completion and substantial completion in EPC contracts).
currently involved in a dispute on behalf of a Russian Company relating to international law and the effect of disintegration of USSR.
currently involved in a highly contested case relating to the rights of minority share holders in private companies.
currently involved in a Constitutional matter for allowing the right to screen Indian movies in cinemas in Pakistan.
currently involved in cases on behalf of companies relating to supply and setting up of defective Textile Plants.
currently involved in the case relating to the environmental impact of cutting of trees in the city of Lahore.
currently acting for sitting Minister in respect of an election matter involving the jurisdiction of the election tribunal in quashing an election.
currently acting for a bank in a litigation involving the liability of the bank for encashment of shares under the principles of Islamic Banking and the calculations of the marked up price under the State Bank of Pakistan regulations.
currently involved on behalf of foreign investors in the case involving the nature of certificates issued by banks under the Islamic Provisions.
currently involved in a case on behalf of bank involving the concepts of on lending in respect of loans given by foreign entities to the Government of Pakistan, and from the Government of Pakistan to the private banks for onward lending to borrowers, and the issue of whether the Islamic provisions against imposition of interest would apply to such loans.
currently involved in a case on behalf of land developers which relates to the jurisdiction of the civil courts to open up disputes relating to the evacuee nature of the land being developed.
currently involved in a case relating to the right of a Government to force the sale of private properties for development purposes and the enforcement of fundamental rights.
currently involved in a case on behalf of a sugar mill involving the liability of the Government for payment of interest on delayed refund.
currently involved in a dispute between two large manufacturing concerns as regard the suitability of their equipments for a particular project.
currently engaged in a case on behalf of lecturers involving the issue whether the teachers in sports educations can be treated as lecturers and whether sports education can be equated with other academic fields.
currently engaged on behalf of various manufacturing concerns in cases involving fiscal matters and the concepts of res judicata and whether the rights conferred in a judgment which has not been appealed against remains valid notwithstanding that in other similar cases, the Supreme Court has changed the laws.
currently engaged on behalf of Dr. A.Q. Khan in a case involving his illegal detention. The Lahore High Court Lahore declared Dr. A.Q. Khan as a free citizen of Pakistan and all restrictions imposed by the Government have been withdrawn under the order of the Court.
currently engaged on behalf of Mubasher Lucman a citizen of Pakistan in a case involving the Election Commission of Pakistan to provide reasons for the discrepancies that exist between the electoral rolls maintained by it, the NADRA and further, that the reasons for these discrepancies be verified. The Supreme Court of Pakistan cancelled the voters’ lists of such constituency and directed that the new voter lists be prepared as per NADRA’s data base.
currently engaged on behalf of Pakistan Railways for the purchase of 150 locomotives for Pakistan Railways. The High Court allowed the Pakistan Railways to purchase 150 locomotives of its own standardized and approved engines of the technical requirements and specifications, instead of purchasing Chinese locomotives.
currently engaged on behalf of various manufacturing concerns in cases involving Tetra Pak Pakistan Limited for the alleged adulteration in milk supply to consumer in Pakistan. The High Court was convinced that the Tetra Pak is not involved in milk production and, it realizes the significance of this case for the betterment of people of Pakistan and deems it a part of its cooperative social responsibility to voluntarily provide assistance to the court in this matter. Ultimately, the Court made Tetra Pak a party to assist the Court in the proceedings. The Court after examining the report of Eurofins came to the conclusion that that the allegations of contamination made by Wattan Party against the milk packed in Tetra Pak packaging are unsubstantiated and contradicted by the report and accordingly dismissed the Petition.
currently, representing Justice Mrs. Yasmeen Abbassi, who took oath under PCO on 30-11-2007. Arguing that the Judges should continue to remain a Judge in the absence of validation of 18th amendment as his client was appointed as a Judge of the Sindh High Court on 25-10-2005 under the Constitution. Further argued that Judges of the High and the Supreme Court are equal and contempt of Court cannot be issued by Judges to fellow Judges. The Supreme Court reserved its judgment.
involved in a case challenging the appointment of Governor of the Punjab (Departed Mr. Salman Taseer on the petition filed by the Watan Party in the Full Bench of the Lahore High Court. He submitted that the Petition had wrongly impleaded the Government of Punjab as a party in the case because the Punjab Government has nothing to do with the Governor’s appointment, who was to be appointed by the President of Pakistan and as such it is the Federation which is a necessary party to the case. The High Court dismissed the petition accordingly.
involved in a case challenging the appointment of the Chief Justice AJK Riaz Akhtar Chaudhry. The matter was heard before full Bench headed by the Chief Justice of Pakistan. He argued that the Petition involved the important issue of independence of AJK as a separate territory. He added that that there were very important constitutional issues involved in the case which require resolution, including the relationship between the Supreme Court of Pakistan and the
Supreme Court of AJK and any decision on the matter was likely to affect Pakistan-Kashmir policy as well as the status of the Kashmir issue vis-à-vis India. One of the Judges observed that the matter should be resolved and it is not necessary to create a dispute about this issue.
currently, involved in a case challenging the order of the Supreme Court of Pakistan for illegal settlement of loans and action against the borrowers under Circular 29. Representing Indus Sugar Mills contended that the Mills had already paid double amount than what the mills had received. He argued that the Mills took loan Rs.486 Millions but his clients paid Rs.780 Millions. Hence it was not a case of written off loan. He further argued that under the Banking Ordinance, 1962, the SBP has full jurisdiction to lay down guidelines for the banks to waive off the principal, interest and mark up in case where the asset value of the company is eroded.
currently, involved in a case challenging the use of polypropylene bags for the storage of wheat by the Food Department. He added that the polypropylene bags were not only damaging the health and environment, but also against the Punjab Procurement Rules, 2009. The High Court accordingly issued notice to Food Department for further proceedings.
CONTRACTUAL DISPUTES
Mr. Ali Zafar has vast experience of twenty five years in representing clients in arbitration proceedings belonging from various sectors including oil and gas, manufacturing, procurement of machinery and supplier of services. In this connection Mr. Zafar has acted as counsel under the international rules of International Chambers of Commerce (ICC), London Court of International Arbitration, Singapore International Arbitration Centre, International Center for Settlement of Investment Disputes (ICSID) and American Arbitration Association.
He has negotiated settlements and acted as counsels specializing in arbitral disputes pertaining to supply of equipment and machinery. He has also undertaken disputes on behalf of the state run oil companies on various regulatory and legal issues and have also regularly acted for international clients with regard to disputes pertaining to legal and regulatory framework of oil and gas laws in Pakistan including investment policies.
CORPORATE AND BANKING; ASSETS FINANCE; INFRASTRUCTURE AND PRODUCT FINANCE
In the fields of corporate and banking laws Mr. Zafar is considered to be a leading authority in Pakistan. The Banking and Corporate clients who regularly seek his advice and opinions include the following:-
(i) International Finance Corporation (IFC) (ii) Commonwealth Development Corporation (CDC Group plc) (iii) Deutsche Investitions - und Entwicklungsgesellschaft mbH (DEG) (iv) Citibank N.A. (v) Grindlays Modaraba
(vi) Pak Kuwait Investment Company Limited (vii) Standard Chartered Bank (vii) ABN-AMRO Bank (viii) Credit Agricole Indosuez Bank (ix) Bank of America (x) Emirates Bank International (xi) Faysal Bank Limited (xii) Crescent Investment Bank Limited (xiii) United Bank Limited (xiv) Bank Alfalah Limited (Formerly-Habib Credit & Exchange Bank Limited) (xv) National Bank of Pakistan (xvi) First National Bank Modaraba (xvii) Soneri Bank Limited (xviii) Habib Bank Limited (xix) Muslim Commercial Bank Limited (xx) Pakistan Industrial Credit and Investment Corporation (xxi) PICIC Commercial Bank Limited (xxii) Saudi Pak Agricultural Investment Company (xxiii) Union Bank Limited (xxiv) Prudential Commercial Bank Limited (xxv) International Housing Finance Company (Private) Limited (xxvi) Zarai Taraqiati Bank Limited (xxvii) Trust Commercial Bank Limited (xxviii)Doha Bank
For International Finance Corporation (IFC) he has been involved in the financing of Atlas Investment Bank, Crescent Investment Bank, the Modarba Companies of Pakistan. For IFC, Common Wealth Development Corporation (CDC), German Investment and Development Company (DEG), Citi Bank, ABN Amro Bank and many other banks and financial institutions he has acted in the restructuring of finance facilities to companies in the textile and cement sectors.
He has acted in the acquisition of Pakistan Branches of Bank of America, United Bank Limited, Gulf Commercial Bank Limited, Prudential Bank Limited, Privatization of 10 % shares of National Bank of Pakistan and take over of National Development Finance Corporation by National Bank of Pakistan.
Mr. Zafar has been involved in setting up of the first Micro Finance Bank in Pakistan on behalf of Agha Khan Foundation.
He has acted as lead counsel in Citi Bank N.A. led syndicate financing for Pakistan State Oil (PSO), Bank Alfalah Limited led syndicate financing for Water and Power Development Corporation of Authority (WAPDA), Standard Chartered Bank led syndicate for Sui Northern Gas Pipelines Limited and many others.
ISLAMIC FINANCING
Mr. Zafar has a keen interest in Islamic financing. When Mr. Zafar came back to Pakistan after completing his Bar in 1985, Pakistan was going through a phase where its Banking system was being transformed from an “interest based system” to Islamic Financing. At that particular point in time the scope and ambit of the modes of Islamic Financing under the Sharia was not well defined, at least in Pakistan, and the legal documentation and various rules and regulations had to be prepared. As a young lawyer Mr. Zafar was entrusted alongwith others, the task of examining the various modes of Morabaha, Musharaqa, Ijara and other related concepts of Islamic Financing and to assist in the preparation of relevant financing and security documents. From that time onwards, Mr. Zafar has also regularly given advice and opinions to the State Bank of Pakistan, Pakistan Banking Council, Government of Pakistan and private banks on the Sharia Law. Mr. Zafar’s contribution to the development of Islamic Financing in Pakistan is well recognized. Mr. Zafar has also been involved in many cases where the various legal aspects relating to Islamic Financing have been decided, which has also led to the advancement and modernization of these laws in Pakistan.
When the Federal Shariat Court decided to examine the validity of the banking practices and transactions undertakes by banks in Pakistan and related commercial laws like the Negotiable Instruments Act in the light of the Sharia principles, Mr. Zafar was engaged by the Government of Pakistan to represent the Government’s point of view on all the matters relating to the modes of Islamic Financing, the relevant documentation in respect of such financing and the various commercial laws of Pakistan which had been called in question.
Currently Mr. Zafar is constantly giving lectures to various Banking Institutions, Chartered Accountant Bodies, Legal Forums and Government Bodies on the provisions and concepts of Islamic Financing.
Mr. Zafar has appeared in various arbitrations and disputes outside Pakistan in which the matters of Islamic Financing are involved.
CONSTRUCTION LAW
Apart from banking, corporate matters and commercial law, Mr. Zafar is considered to be a leading expert of construction law in Pakistan. All the leading construction groups and companies in Pakistan regularly seek advice and opinions from Mr. Zafar and often engage his services for the purpose of drafting, negotiating and finalizing their contracts. Mr. Zafar has acted for the international contractors who built the Tarbela Dam, the largest dam in Pakistan. He has represented Daewoo Corporation in all matters relating to construction of the first motorway built in Pakistan (the Lahore- Islamabad motorway). He also advised and acted for the Turkish construction company incharge of building the Islamabad-Peshawar motorway (which is second motorway built in Pakistan). He also acts for PAMIC, the Construction Company constituted of all the major Pakistani construction companies, who are incharge of constructing the third motorway between Pindi Bhattian and Faisalabad. He also represents most of the large local and international construction companies in Pakistan. Mr. Zafar appeared also in a number of arbitrations and cases in courts
being conducted in Pakistan on construction law. He also acts for the National Highway Authority from time to time.
OTHER AREAS OF WORK
Mr. Zafar also renders opinions, advice and appears in cases related matters of commercial law, company laws, contract, arbitration, energy disputes, matters of international trade, sales tax, customs duties, excise duty matters and constitutional law.
CORPORATE
A major area of Mr. Zafar’s practice is corporate. His clients include companies in most market sectors, with particular representation in manufacturing concerns, infrastructure projects, property, construction and engineering. The range of work includes advising on all aspects of corporate and commercial matters, including contracts, company laws and taxation.
In addition to routine advice on the formation and conduct of companies, joint ventures and partnerships, he is engaged in major transactional work. This includes the purchase, sale and financing of companies and business and development capital projects as well as corporate reorganisations.
He has particular experience of business transactions in an international context, ranging from corporate restructuring and acquisitions for overseas purchasers to acting as the pivotal advisers in complex cross-frontier acquisitions and disposals.
He gives advice on commercial agreements such as agency, distribution, franchising, licensing, manufacturing and equipment leasing agreements as well as on trading and consumer law.
Mr. Zafar represent many of the largest groups of companies in Pakistan including Dewan Salman group, Rupali group which comprises of Rupali Polyester Limited, Rupafab Limited, Rupafil Limited, Spintex Limited and Soneri Bank Limited etc.; Ibrahim group, which comprises of Ibrahim Fibres Limited, Ibrahim Textile Mills Limited, Ibrahim Modarba etc.; and the Crescent group which comprises of Crescent Textile Mills, Cres Bank Limited, Crescent Modarba etc.
RECENT DEALS
Recent deals/transactions in which Mr. Zafar has been involved is as follows:-
Privatization/Acquisition i) Acquisitions of…….
Pakistan Branches of Bank of America United Bank Limited Gulf Commercial Bank Limited Prudential Bank Limited Privatization of 10 % shares of National Bank of Pakistan Take over of National Development Finance Corporation by National Bank of Pakistan.
Restructuring ii) International Finance Corporation (IFC), Commonwealth Development Corporation (CDC) and German Investment and Development Company (DEG) restructuring of finance facilities to cement plants.
Setting up
(iii) Setting up of the first Micro Finance Bank in Pakistan on behalf of Agha Khan Foundation.
(iv) Setting up of Modaraba for National Bank of Pakistan.
Syndicate Financing
(v) Citi Bank N.A. led syndicate financing for Pakistan State Oil (PSO) and Bank Alfalah Limited led syndicate financing for Water and Power Development Corporation of Authority (WAPDA).
(vi) Syndicate term finance facility of Rs.500.000 Million for SNGPL.
(vii) Bank Alfalah led syndicate finance facility for AES Lalpir.
(viii) Bank Alfalah led syndicate finance facility for Hubco.
(ix) Muslim Commercial Bank of Pakistan led finance facility for WAPDA.
Franchise
(i) Involved in setting up the franchised system in the Beaconhouse schools and colleges franchised system all over Pakistan.
(ii) worked closely with CGE of France in respect of setting up the Lahore Solid Waste Management Product.
INFRASTRUCTURE AND PROJECT FINANCE
Mr. Zafar has been involved in almost all the major infrastructure and project finance deals in Pakistan over five years including the project finance relating to Ibrahim Fibre Limited, Rupali Polyester Mills Limited, Rupafab Limited, Southern Electric Power Company Limited, Liberty Power Limited, Jaya Japan Power and many others.
CAPITAL MARKETS/DEBT
Mr. Zafar regularly acts for Karachi Stock Exchange, Lahore Stock Exchange and Islamabad Stock Exchange in all matters which arise in the course of conducting their regular business including on any issues that relate to inter se members disputes, stock exchange issues with the Regulatory Authority or matters between the exchange and or the investors. He also from time to time advises the Securities & Exchange Commission of Pakistan on many regulatory steps that it intends to take in respect of matters relating to the capital markets as well as company law issues. He has been involved with the setting up of the Central Depository System in Pakistan and now deals with all matters relating to the Central Depository Company of Pakistan.
DEVELOPMENT OF DOCUMENTS
In corporate finance, other than developing documents relating to Islamic Financing, Mr. Zafar has acted as principal counsel in the issuance of term finance certificate for various companies in the textile sector including the term finance certificate transaction for pharmaceuticals Company Limited, Pharmagen, while acting on behalf of banks, financial institutions, or companies has been actively involved in designing various financial products and instruments in Pakistan. In this connection Mr. Zafar has drafted and finalized the documents conforming to Islamic provisions for products like term finance certificates. The development of securitization in Pakistan is a fairly new concept, and Mr. Zafar’s services were engaged by Government of Punjab when the Government wanted to introduce the concept of securitization of its tolls on roads and bridges. In this connection Mr. Zafar developed the rules and regulations for securitization and all the documents which were relevant for this purpose. Since then Mr. Zafar is considered to be a leading authority relating to the laws, concepts and documents relevant to securitization.
AS AN ARBITRATOR
Due to the expertise of Mr. Zafar in commercial law and construction disputes, Mr. Zafar has been appointed as an arbitrator in many matters in Lahore, Karachi, Islamabad, Multan and Quetta.
ARBITRATIONS AND APPEARANCES IN COURTS OUTSIDE PAKISTAN
Other then arbitrations abroad, Mr. Zafar has also appeared in courts, by special permission, in Italy, Malaysia and Singapore Mr. Zafar has and continues to represent clients from all over the world. Amongst his international clients, Mr. Zafar represents the International Finance Corporation (IFC), Commonwealth Development Corporation Capital Partners (formerly known as CDC), DEG, Government of Russia and various European, Asian and USA based corporations and companies.
AS A LECTURER
In February 1985 Mr. Zafar was engaged by the University Law College, Punjab as a visiting lecturer. The University Law College at that time was the only law college in the entire Northern Pakistan, Mr. Zafar continued to give lectures on the laws of contract, torts and company law upto 1989. Thereafter owing to a very busy private practice, Mr. Zafar had to reduce the regular lectures at the University. Nonetheless Mr. Zafar is currently giving visiting lectures on invitation basis only without professional charges to many law colleges in Lahore and Islamabad. Mr. Zafar also regularly lectures on administrative and constitutional law topics in (NIPA), which is an institution which renders advanced courses in Public Sector Management to civil servants of various occupational groups like DMG, Police, Foreign Services & Income Tax, Accounts and Secretariat etc. He also delivers lectures at the Civil Services Academy from time to time. Mr. Zafar also regularly gets invited and give lectures upon various topics to professional bodies.
Mr. Zafar has rendered lectures in various universities in Pakistan and abroad relating to matters of law including lectures at the University of Punjab, University at Karachi, Islamic University Islamabad, S.M. Law College, Punjab Law College, University of London and to the Universities in England, USA, Singapore and Malaysia.
MEMBERSHIPS
Mr. Zafar is a member of the Punjab Bar Council, Lahore High Court Bar Association, Supreme Court of Pakistan Bar Association and Pakistan Bar Association. Mr. Zafar is also founder member of SAARC Law and regularly participates in the various conferences held all over the world.
Mr. Zafar is a human rights’ activist and is the Vice President of Human Rights Society of Pakistan. The Human Rights Society of Pakistan is a body which has been actively involved in championing the cause of human rights since 1965. It has amongst its members some of the most prominent politicians, lecturers, lawyers, doctors, other professionals and businessmen of Pakistan. A large number of its members consist of people from the general public. The Human Rights Society of Pakistan has its own quarterly publication and Mr. Zafar has regularly contributed articles to it.
Mr. Zafar has a keen interest in cultural activities and is the Chairman of Cultural Association of Pakistan Graduates, which is a sixty (60) years old institution, and is the Association responsible for giving “Graduate Awards” to the persons in the fields of the film, T.V., radio and stage.
PERSONAL
Mr. Zafar is married with a wife and three children and lives in Lahore. Mr. Zafar is a regular player of tennis and occasionally plays Golf. He has visited most of the countries in Europe, Africa and Asia and regularly visits USA on business or for pleasure.
LANGUAGES
Mr. Zafar speaks and writes English and Urdu.
ARTICLES AND BOOKS
Mr. Zafar has written various articles on matters of law and spoken at various seminars. Mr. Zafar is also currently in the process of writing a detailed book on company law. Mr. Zafar is currently involved in developing the laws and regulations for mediation as an alternate dispute resolution process and is setting up a mediation center for this purpose.