The decision of the Arbitration Court of the Saratov Region, which relieved the owners and management of the defense plant of PJSC Tantal from subsidiary liability for 1.3 billion rubles, resisted the appeal.
The operative part was announced on January 25, the full text of the decision was ready on January 31, but only on February 2 appeared in the database of arbitration cases. The court of first instance considered that only the economic situation was to blame for the troubles of Tantalum, which had lost defense orders and slid into bankruptcy.
12 AAS repeated his conclusions, and considered all the arguments of the bankruptcy trustee Anatoly Dokukin to be unsubstantiated. No one was again to blame for the problems of the enterprise, which secretly reported, did not modernize production and sold its real estate to affiliated firms.
According to the manager, Tantal’s general director Alexander Solopov, the founder Alexander Lyashenko and members of the board of directors Nadezhda Lyashok and Vadim Ivankov should have responded in rubles. Since February 1, 2018, the plant has accumulated debts of 1.38 billion rubles.
But the court of appeal concluded the following: the presence of debts and the obligation to pay bills does not necessarily lead the company to bankruptcy. Owners are subject to subsidiary liability if the claims of creditors cannot be fully repaid due to their fault. But the fact that it was they who brought the plant to its current state, the court considered not proven.
As it was established earlier, by the beginning of 2018, Tantal had already lost solvency and began to accumulate debts since November 2017, but the owners, as the manager noted in his statement, were in no hurry to file for bankruptcy. The court also concluded that the presence of debts that arose after the expiration of the one-month period for filing a bankruptcy petition with the court does not yet mean that Tantal had these signs as of February 1, 2018.
Also, 12 AAC did not see evidence that it was Lyashenko, Solopov and the others who, by their actions, pushed the plant into a debt hole, since “the onset of negative consequences for a legal entity in the form of an increase in accounts payable does not in itself indicate dishonesty and (or) unreasonable actions its leader and members. Entrepreneurship is always a risk, so what to talk about, the court decided. Against this background, the attitude towards the Solar Products holding and its beneficiary Vladislav Burov looks very contrasting. There, the court turned out to have enough similar evidence from Rusagro, the creditor that had successfully absorbed the holding’s production assets. And so far no one has removed the issue of a subsidy for Burov from the agenda.
But the owners of Tantalum, as well as the composition of the board of directors of the Engels Locomotive Plant, turned out to be beyond suspicion. The very fact of having accounts payable does not oblige the head of the company to go to court and declare that his company is bankrupt, the court decision explains.
In support of his arguments, the manager cited the debtor’s transactions with its affiliates and Tanmed LLC, Saratov Shooting Club LLC, Tantal-Shield LLC and other companies. All of them, the applicant emphasized, provided for the lease of Tantal’s real estate with a subsequent purchase, and the buildings were bought together with the land at a price below the market. But the court concluded that the manager did not provide sufficient evidence that these transactions pushed the plant into bankruptcy and harmed the property rights of creditors.
