On February 1, the 11th Arbitration Court of Appeal stopped the proceedings on the appeals of the shell companies of Sergei Makhlai and Triumph Development Limited of Andrew Qiwi, who controlled the majority stakes of the TogliattiAzot chemical plant. It confirmed the legality of holding an extraordinary general meeting of its shareholders on November 27, 2021.
The Court of Appeals rejected the complaints of the Trafalgar Developments Limited, Bairiki Incorporated, Kamara Limited, Instantania Holdings Limited Makhlay, and Triumph Development Limited offshore companies.
The Arbitration Court of the Samara Region granted the application of TogliattiAzot’s minority shareholders, Uralchem and Chemaktivinvest, on November 19, 2021, that jointly held more than 10% of the enterprise, to convene and hold an extraordinary general meeting of the plant's shareholders. The court granted Uralchem's claim to oblige it to carry out a meeting of shareholders within the time frame stipulated by law.
Oleg Yegerev voted TogliattiAzot’s majority shares. The court had previously appointed him as the financial manager of the property of the plant’s co-owner Sergei Makhlai as part of his bankruptcy proceedings. Under the Federal Law “On Insolvency (Bankruptcy)” Yegerev was given the right to dispose of Makhlai’s property, including the shares of TogliattiAzot owned by him, which Makhlai managed through offshore companies.
According to the verdict of the Komsomolsky District Court of Togliatti on July 5, 2019, TogliattiAzot’s beneficiaries Sergei Makhlai, his father Vladimir Makhlai, Andrew Zivi, the owner of Swiss company Ameropa AG, Beate Ruprecht, the head of the Amerope subsidiary Nitrochem Distributions AG, and former CEO of TogliattiAzot Evgeny Korolev were found guilty of large-scale fraud in selling the company’s products for export. The defendants were sentenced in absentia to 8.5 to 9 years in prison. The court also ordered them to pay compensation to the victims, over 77 billion rubles ($1.02 bln) to TogliattiAzot and over 10 billion rubles ($131.29) to Uralchem.
Shareholders at the extraordinary general meeting of TogliattiAzot on November 27, 2021, decided to terminate the authority of the Corporation TogliattiAzot management company and members of the Board of Directors of the enterprise, controlled by TogliattiAzot’s owners. The meeting elected a new Board of Directors, which included representatives of Uralchem, Andrey Yermizin, Sergey Momtsemlidze, Mikhail Lopatin, Dmitry Tatyanin, and Artur Karamashev.
Dmitry Tatyanin, Uralchem's Chief Legal Officer, was elected Chairman of the Board of Directors. Anatoly Shablinsky, who previously headed Uralchem's branch of the Kirovo-Chepetsk Chemical Plant in the Kirov Region, was elected CEO of TogliattiAzot.
“We are satisfied with the decision of the 11th Arbitration Court of Appeal. It confirmed that the Extraordinary General Meeting of Shareholders of TogliattiAzot, called at the request of Uralchem, took place in full compliance with the Russian law. I believe that the termination of the powers of the management organization and the election of the new Board of Directors was an exceptionally crucial event for TogliattiAzot, which liberated the enterprise from its criminal past.
I consider the activity of the former management bodies that were under the control of the plant’s owners convicted on a felony article to be contrary to the interests of TogliattiAzot. Their actions caused considerable economic damage to the enterprise. The new management immediately stopped the illegal withdrawal of money and other illegal activities that were detrimental to the enterprise and its employees. The main efforts of the Board of Directors are now aimed at increasing the production efficiency and financial activities of TogliattiAzot, bringing the plant in compliance with industrial safety standards and regulations, and minimizing environmental risks. In addition, TogliattiAzot can expect to get the compensation for the damage of 77.3 billion rubles ($1.01) which was caused by the actions of the plant’s owners in previous years,” said Dmitry Tatyanin, Chairman of the Board of Directors of TogliattiAzot.
Original story: http://rapsinews.ru/judicial_news/20220203/307703302.html