
NGC BoD constitutes restructuring body to oversee transition
ISLAMABAD: The National Grid Company (NGC), formerly known as the National Transmission and Despatch Company (NTDC), has informed the Power Division that its Board of Directors (BoD) has constituted a Restructuring Committee to oversee all phases of the transition, as approved by the Federal Cabinet, sources told Business Recorder.
The move follows a letter from the Power Division dated November 20, 2024, regarding the implementation of the Cabinet's decision— communicated on November 6, 2024— to restructure NTDC.
Maria Rafique, Chief Law Officer (CLO) of NGC, informed the Power Division that, in compliance with the Cabinet directive, NTDC shareholders in their 2nd Extraordinary General Meeting on December 26, 2024, unanimously resolved to change the company's name to National Grid Company of Pakistan Limited, subject to approvals from the Securities and Exchange Commission of Pakistan (SECP).
Cabinet decides to divide NTDC into two entities
To facilitate this transition, the CLO was authorised to carry out all necessary legal and procedural requirements.
Nepra issued its no-objection to the proposed name change on February 24, 2025, in response to the application submitted on December 19, 2024. Subsequently, SECP formally approved the change through a Certificate of Incorporation on March 20, 2025 (Identification No. 0039611).
Simultaneously, the Energy Infrastructure Development and Management Company (EIDMC) was also incorporated. The Ministry of Energy (Power Division) submitted incorporation documents, including the Articles and Memorandum of Association, to SECP on January 1, 2025. SECP issued the Certificate of Incorporation on January 3, 2025, under Section 16 of the Companies Act, 2017, legally establishing the company.
Following incorporation, the CLO communicated post-incorporation steps via emails dated January 15, January 28, February 25, and March 28, 2025, to relevant officials in the Power Division under the framework of the State-Owned Enterprises Act and SECP regulations.
On the matter of the Independent System & Market Operator (ISMO), NGC's Legal Department facilitated its incorporation by preparing the Articles and Memorandum of Association and ensuring full regulatory compliance. ISMO was formally incorporated on December 4, 2024. To support ISMO's operationalization, NGC allocated legal, finance, and HR resources with effect from January 1, 2025. Additionally, NTDC, CPPA-G, and ISMO jointly submitted applications to Nepra for the transfer and acquisition of relevant licenses on December 31, 2024.
Business Transfer Agreements (BTAs) and Service Level Agreements (SLAs) between NTDC and ISMO, as well as between CPPA-G and ISMO, have been approved by the respective Boards and signed by all parties involved.
Although the Power Division's directive only required NTDC's Board to implement the transitions to NGC and EIDMC, the company also proactively supported the incorporation and initial operations of ISMO.
The restructuring is progressing in line with the Cabinet's directives, with major milestones already achieved. The transition to the National Grid Company of Pakistan Limited remains ongoing, including steps such as organisational rightsizing.
'We have been regularly updating the Power Division on restructuring progress as required. Further updates will be provided upon completion of the remaining formalities,' said Maria Rafique, adding that the BoD of NGC has formally established a Restructuring Committee to guide the transition.
Nepra has also issued licenses to the newly established entities, supporting the restructuring process and marking a significant advancement in Pakistan's power sector reform agenda.
Copyright Business Recorder, 2025
Hashtags

Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles


Business Recorder
20 hours ago
- Business Recorder
Corporate board elections
Introduction: A reform that misses the mark In July 2023, the Securities and Exchange Commission of Pakistan (SECP) amended the Code of Corporate Governance through S.R.O. 906(I)/2023, introducing a new regulation (7A) that mandates separate, category-wise voting for director elections in listed companies. Ostensibly designed to streamline compliance with board diversity requirements—such as the presence of female and independent directors—this amendment has produced the opposite of good governance. Rather than fostering inclusion or transparency, these reforms have imposed severe procedural limitations on minority shareholders, undermining the time-tested cumulative voting method enshrined in the Companies Act, 2017. As a result, the amended framework risks institutionalizing majority dominance and relegating shareholder democracy to a symbolic formality. The case in point: an unwinnable election In 2024, a minority shareholder controlling 12.51 percent equity in a listed company prepared to contest upcoming board elections under Section 159(3) of the Companies Act. With seven board seats available and the company's free float limited to 25%, the shareholder aimed to secure one board seat —an achievable strategy under the earlier cumulative voting framework that allowed aggregation of votes to elect at least one director. However, the company's new voting process, aligned with Regulation 7A, subdivided the election into three separate categories: female, independent, and other directors. Critically, it rigidly allocated voting rights to each category based on the number of seats designated for that group. For the 'Other Directors' category — where the minority nominee had filed — this meant that a candidate needed at least 20.10 percent of the total votes to win a single seat. In a company where the controlling shareholders held over 75% of the voting power, the outcome was a foregone conclusion. Even with controlling 12.51% equity, the minority shareholder found the contest practically unwinnable. Facing a futile effort, the nominee withdrew his candidacy. The company subsequently announced that all remaining candidates stood unopposed — rendering the election process an administrative formality. The problem: a procedural lockout This episode is not an isolated event, but a clear illustration of the deeper structural flaws introduced by the 2023 reforms: — Voting power is fragmented: By dividing voting into fixed categories, Regulation 7A prevents shareholders from strategically allocating their full voting strength—effectively neutralizing minority influence. — Cumulative voting is undermined: While the Companies Act guarantees cumulative voting to empower minority blocs, the new mechanism bypasses this intent by introducing category-based segmentation, which is arguably inconsistent with Sections 159 and 166 of the Act. — Uncontested elections are now the norm: The separation of ballots makes it easier for controlling shareholders to fill reserved seats (e.g., for female or independent directors) without competition, thereby complying with the letter of the law while violating its spirit. — Independence is compromised: Directors elected with majority backing, regardless of being labeled 'independent,' are unlikely to offer meaningful dissent or oversight — defeating the very purpose of their designation. Global best practices: where Pakistan falls short Across jurisdictions, mechanisms like cumulative voting or slate-based minority representation are considered essential tools for equitable corporate governance. For example: — The OECD Principles of Corporate Governance recognize cumulative voting as a legitimate and effective way to ensure minority shareholders have a voice in the boardroom. — Italy and the UK have adopted dual-voting or slate-voting structures that guarantee at least one board seat to the non-controlling shareholders. — Saudi Arabia and China require cumulative voting in listed companies to prevent entrenchment of control. Pakistan's shift to a segmented voting framework moves away from these norms, replacing proportional representation with category-specific majoritarianism. In practical terms, this means the controlling shareholders not only dominate the board but now do so with the veneer of compliance and procedural legitimacy. Recommendations: restoring balance and credibility To preserve the integrity of corporate governance in Pakistan and re-empower minority shareholders, the following reforms should be considered: Restore cumulative voting across a unified slate: Reinstate the cumulative voting method as originally provided in the Companies Act, allowing shareholders to allocate votes freely among all candidates. Introduce reserved minority representation: Mandate at least one board seat to be filled exclusively through votes cast by non-controlling shareholders, ensuring true minority representation. Enhance transparency through vote disclosure: Require companies to disclose, in advance, the vote thresholds typically needed to win a seat under the new system. This would help shareholders make informed decisions and organize support. Strengthen oversight and post-election review: SECP should introduce a mandatory review of election results, including unopposed outcomes, to assess whether procedural reforms are delivering on their governance objectives. Conclusion: a call to rebalance power The intention behind SECP's 2023 amendment may have been noble—ensuring compliance with board diversity mandates. But in its current form, Regulation 7A disables one of the few levers minority shareholders have to assert their rights. The cumulative result is a system where even a shareholder with controlling 12.51% equity cannot credibly contest an election, and where the majority's grip on governance is quietly tightened. Pakistan must not let formalism replace fairness. Regulatory reform must advance both diversity and equity. Otherwise, shareholder participation risks becoming an illusion—legally permitted, procedurally blocked, and practically futile. It is time to revisit these reforms—not to abandon them—but to realign them with the foundational principles of transparency, inclusivity, and balance that underpin good governance worldwide. Copyright Business Recorder, 2025


Business Recorder
2 days ago
- Business Recorder
Nepra's KE MYT decision: Power Div. submits review motion
ISLAMABAD: The Power Division on Monday submitted the much-talked about review motion challenging the National Electric Power Regulatory Authority's recent Multi-Year Tariff (MYT) determinations for K-Electric (KE) for 2024-25 to 2029-30. The government is urging Nepra to revise key assumptions, performance benchmarks and profit margins in line with real-world data and standards applied to other power utilities. According to Power Division, Nepra allowed KE several cost items and profit margins that are more generous than those granted to other utilities across the country. As a result, electricity bills for Karachi consumers are set to rise disproportionately, and public finances will bear an unnecessary burden. Total financial impact is in excess of Rs 300 billion of the intervention identified for review by GoP in KE MYT. Power Minister, Sardar Awais Khan Leghari, in his tweet said that the power sector of Pakistan cannot afford any inefficiencies encouraged through tariff structure of any company, irrespective of whether it is private or public. 'Our review supports a sustainable and healthy environment in the distribution system of Pakistan in a responsible manner. Power Division hopes that the review process is carried out in a transparent and fair manner,' he added. The key concerns in the Review Petition are as follows: Supply (fuel and fuel related costs): Nepra set KE's fuel-cost rate at Rs. 15.99/kWh, whereas other utilities buy power at lower rates from the national grid. This gap shifts about Rs. 28 billion (FY 2024) and Rs. 13 billion (FY 2025) of extra costs onto the federal budget rather than onto KE customers. Recovery Loss Allowance: KE was permitted to include 'recovery losses' in its tariff even though its own records show it recovers more than the level Nepra allowed. No other utility received this special allowance. This adds roughly Rs. 36 billion in FY 2024 and Rs. 35 billion in FY 2025 to KE's revenue that consumers end up paying. Cumulative impact over a 7-year period is more than Rs 200 billion. Working Capital Allowance: NEPRA permitted KE a 24 percent markup on working capital, a much higher percentage than in its previous tariff and higher than any other power distributor. This increased KE's allowable revenue by about Rs. 2.4 billion in FY 2024 and is projected to total around Rs. 15 billion over the control period of 7 years Higher Allowed Distribution Loss: Nepra set KE's allowed loss at 13.90 percent, instead of the 13.46 percent KE had planned. Losses are electricity that is generated but not billed, due to leaks or theft, or kunda. Around 7 percent of all such leakages can be attributed to theft. By permitting a higher loss level, KE passes on an extra Rs. 3.1 billion in FY 2024, rising to about Rs. 21 billion over the control period. 'Law & Order' Margin: KE received a special 2 percent margin to offset security costs in Karachi—a perk not granted to any other utility, even those operating in equally or more volatile regions. Moreover, Law & Order in Karachi has improved considerably over the last few years, and thereby there exists no reason for such a margin. This margin adds approximately Rs. 14 billion in FY 2024 and up to Rs. 99 billion over the multi-year period to KE's revenue requirement. Retention of 'Other Income': KE is allowed to keep money from fines imposed on its contractors, interest on bank deposits, and profits from side businesses. In effect, consumers have already paid for the assets that generate these incomes, so these funds should reduce KE's costs to customers, not pad its revenue. Effectively, it is being proposed that any such gain on assets that has been financed by consumers needs to be shared with consumers. Transmission (Moving Power from Grid to KE): High transmission loss Target & skewed sharing; NEPRA allowed KE a 1.30 percent loss target, even though KE's historical losses are closer to 0.75 percent. KE keeps 75 percent of any savings if it performs better than 1.30 percent, passing only 25 percent of savings to consumers. This encourages inefficiency and keeps bills high. Financial impact is about Rs. 4 billion in FY 2024, rising to roughly Rs. 28 billion over the control period. Excessive Return on Equity (RoE): KE was granted a 12 percent RoE in U.S. dollars (about 24.46 percent in rupee terms). Other national utilities (like NTDC) receive only 15 percent RoE in rupees. This difference costs consumers around Rs. 4 billion in FY 2024 and approximately Rs. 37 billion over the control period. Distribution (delivering power to homes & businesses)- High distribution - RoE disparity: KE's distribution arm was allowed 14 percent RoE in U.S. dollars (about 29.68 percent in rupees). By comparison, other Discos like FESCO get only about 14.47 percent RoE in rupees. This adds roughly Rs. 3.7 billion in FY 2024 and Rs. 35.6 billion over the control period to KE's revenue. Distribution Loss & Special Allowance: KE was granted an extra 2 percent 'law & order' margin on top of its allowed losses, even though Karachi's security situation is similar to or better than other regions. KE also keeps 25 percent of any savings if it performs better. These practices cost consumers about Rs. 14 billion in FY 2024 and up to Rs. 99 billion over the multi-year period. Working Capital Markup: A 23.91 percent markup was approved for KE's distribution working capital—far higher than any other utility. This adds about Rs. 0.8 billion in FY 2024 and roughly Rs. 10 billion over the control period to KE's revenue requirement. Generation (KE's Own Power Plants), Payments to Idle Power Plants (Take-or-Pay): Nepra approved capacity payments to several KE power plants (BQPS-I, KCCP, KGTPS, SGTPS) even though these plants will run at minimal or no output because KE sources cheaper power from the national grid. Consumers and the government pay for capacity that is not used. This costs about Rs. 12.7 billion in FY 2025 and roughly Rs. 82.5 billion over the multi-year period. Favorable indexation &RoE for KE's plants: Under a hybrid 'take-or-pay' model, KE's plants keep full inflation adjustments (indexed to U.S. CPI or USD/PKR), while independent power producers (IPPs) do not receive equally generous terms. RoE for KE's plants was set at 17 percent (using PKR 168/USD), higher than typical IPP terms, costing Rs. 7 billion in FY 2024 and about Rs. 57.3 billion over the control period. This will result in overall higher bills for Karachi customers; KE's allowed costs, profit margins, and extra allowances will cause Karachi consumers' electricity bills to rise significantly compared to other regions. Several KE cost items—especially the inflated fuel benchmark and payments to idle plants—are effectively covered by the government, stretching public finances. The determinations are unfair treatment & efficiency discouraged: Granting KE advantages not given to other utilities creates a 'two-tier' system. This discourages KE from boosting efficiency, and it undermines transparent, consistent tariff-setting nationwide. The Government maintains that all utilities should be treated equally. KE should not receive special cost or profit allowances unavailable to other power companies and tariffs must reflect actual costs and reasonable returns. Extra allowances for inefficiency and high profit rates must be removed to keep bills affordable. For regulatory accountability Nepra should revise assumptions, benchmarks, and profit margins so they align with real performance data and the standards used for other utilities. Copyright Business Recorder, 2025


Business Recorder
2 days ago
- Business Recorder
Nepra's KE MYT decision: PD submits review motion
ISLAMABAD: The Power Division on Monday submitted the much-talked about review motion challenging the National Electric Power Regulatory Authority's recent Multi-Year Tariff (MYT) determinations for K-Electric (KE) for 2024-25 to 2029-30. The government is urging Nepra to revise key assumptions, performance benchmarks and profit margins in line with real-world data and standards applied to other power utilities. According to Power Division, Nepra allowed KE several cost items and profit margins that are more generous than those granted to other utilities across the country. As a result, electricity bills for Karachi consumers are set to rise disproportionately, and public finances will bear an unnecessary burden. Total financial impact is in excess of Rs 300 billion of the intervention identified for review by GoP in KE MYT. Power Minister, Sardar Awais Khan Leghari, in his tweet said that the power sector of Pakistan cannot afford any inefficiencies encouraged through tariff structure of any company, irrespective of whether it is private or public. 'Our review supports a sustainable and healthy environment in the distribution system of Pakistan in a responsible manner. Power Division hopes that the review process is carried out in a transparent and fair manner,' he added. The key concerns in the Review Petition are as follows: Supply (fuel and fuel related costs): Nepra set KE's fuel-cost rate at Rs. 15.99/kWh, whereas other utilities buy power at lower rates from the national grid. This gap shifts about Rs. 28 billion (FY 2024) and Rs. 13 billion (FY 2025) of extra costs onto the federal budget rather than onto KE customers. Recovery Loss Allowance: KE was permitted to include 'recovery losses' in its tariff even though its own records show it recovers more than the level Nepra allowed. No other utility received this special allowance. This adds roughly Rs. 36 billion in FY 2024 and Rs. 35 billion in FY 2025 to KE's revenue that consumers end up paying. Cumulative impact over a 7-year period is more than Rs 200 billion. Working Capital Allowance: NEPRA permitted KE a 24 percent markup on working capital, a much higher percentage than in its previous tariff and higher than any other power distributor. This increased KE's allowable revenue by about Rs. 2.4 billion in FY 2024 and is projected to total around Rs. 15 billion over the control period of 7 years Higher Allowed Distribution Loss: Nepra set KE's allowed loss at 13.90 percent, instead of the 13.46 percent KE had planned. Losses are electricity that is generated but not billed, due to leaks or theft, or kunda. Around 7 percent of all such leakages can be attributed to theft. By permitting a higher loss level, KE passes on an extra Rs. 3.1 billion in FY 2024, rising to about Rs. 21 billion over the control period. 'Law & Order' Margin: KE received a special 2 percent margin to offset security costs in Karachi—a perk not granted to any other utility, even those operating in equally or more volatile regions. Moreover, Law & Order in Karachi has improved considerably over the last few years, and thereby there exists no reason for such a margin. This margin adds approximately Rs. 14 billion in FY 2024 and up to Rs. 99 billion over the multi-year period to KE's revenue requirement. Retention of 'Other Income': KE is allowed to keep money from fines imposed on its contractors, interest on bank deposits, and profits from side businesses. In effect, consumers have already paid for the assets that generate these incomes, so these funds should reduce KE's costs to customers, not pad its revenue. Effectively, it is being proposed that any such gain on assets that has been financed by consumers needs to be shared with consumers. Transmission (Moving Power from Grid to KE): High transmission loss Target & skewed sharing; NEPRA allowed KE a 1.30 percent loss target, even though KE's historical losses are closer to 0.75 percent. KE keeps 75 percent of any savings if it performs better than 1.30 percent, passing only 25 percent of savings to consumers. This encourages inefficiency and keeps bills high. Financial impact is about Rs. 4 billion in FY 2024, rising to roughly Rs. 28 billion over the control period. Excessive Return on Equity (RoE): KE was granted a 12 percent RoE in U.S. dollars (about 24.46 percent in rupee terms). Other national utilities (like NTDC) receive only 15 percent RoE in rupees. This difference costs consumers around Rs. 4 billion in FY 2024 and approximately Rs. 37 billion over the control period. Distribution (delivering power to homes & businesses)- High distribution - RoE disparity: KE's distribution arm was allowed 14 percent RoE in U.S. dollars (about 29.68 percent in rupees). By comparison, other Discos like FESCO get only about 14.47 percent RoE in rupees. This adds roughly Rs. 3.7 billion in FY 2024 and Rs. 35.6 billion over the control period to KE's revenue. Distribution Loss & Special Allowance: KE was granted an extra 2 percent 'law & order' margin on top of its allowed losses, even though Karachi's security situation is similar to or better than other regions. KE also keeps 25 percent of any savings if it performs better. These practices cost consumers about Rs. 14 billion in FY 2024 and up to Rs. 99 billion over the multi-year period. Working Capital Markup: A 23.91 percent markup was approved for KE's distribution working capital—far higher than any other utility. This adds about Rs. 0.8 billion in FY 2024 and roughly Rs. 10 billion over the control period to KE's revenue requirement. Generation (KE's Own Power Plants), Payments to Idle Power Plants (Take-or-Pay): Nepra approved capacity payments to several KE power plants (BQPS-I, KCCP, KGTPS, SGTPS) even though these plants will run at minimal or no output because KE sources cheaper power from the national grid. Consumers and the government pay for capacity that is not used. This costs about Rs. 12.7 billion in FY 2025 and roughly Rs. 82.5 billion over the multi-year period. Favorable indexation &RoE for KE's plants: Under a hybrid 'take-or-pay' model, KE's plants keep full inflation adjustments (indexed to U.S. CPI or USD/PKR), while independent power producers (IPPs) do not receive equally generous terms. RoE for KE's plants was set at 17 percent (using PKR 168/USD), higher than typical IPP terms, costing Rs. 7 billion in FY 2024 and about Rs. 57.3 billion over the control period. This will result in overall higher bills for Karachi customers; KE's allowed costs, profit margins, and extra allowances will cause Karachi consumers' electricity bills to rise significantly compared to other regions. Several KE cost items—especially the inflated fuel benchmark and payments to idle plants—are effectively covered by the government, stretching public finances. The determinations are unfair treatment & efficiency discouraged: Granting KE advantages not given to other utilities creates a 'two-tier' system. This discourages KE from boosting efficiency, and it undermines transparent, consistent tariff-setting nationwide. The Government maintains that all utilities should be treated equally. KE should not receive special cost or profit allowances unavailable to other power companies and tariffs must reflect actual costs and reasonable returns. Extra allowances for inefficiency and high profit rates must be removed to keep bills affordable. For regulatory accountability Nepra should revise assumptions, benchmarks, and profit margins so they align with real performance data and the standards used for other utilities. Copyright Business Recorder, 2025