The Chelyabinsk manufacturer of equipment for Russian Railways – NPO Elektromashina – became a participant in major litigation with representatives of the shareholders of OAO Elektromashina, at whose facilities it has been working for many years.
As it turned out, the last of the mentioned enterprises, whose incomes are mostly formed by rental income, by decision of the management and without taking into account the opinions of all shareholders, decided to order R&D for the development of equipment for more than 350 million rubles. At the same time, the cost of work far exceeded the company’s revenue from its core activities, and accounts payable approached 200 million. The plaintiff, representing the position of the company’s private shareholders, came to the conclusion that transactions were concluded to withdraw funds. The practice of concluding such contracts for R & D at inflated prices, according to lawyers, really appeared several years ago. However, in response, representatives of the NGO, which partially controls OJSC Elektromashina, announced in court their plans to develop mass production of products for the needs of Russian Railways in the latter. In official announcements about plans for the release of new products, the research and production association controlled by Rostec still appears.
The Arbitration Court of the Chelyabinsk Region ruled on a claim for the recovery of 347 million rubles, filed by the trustee Vyacheslav Kataev in the interests of Elektromashina OJSC against NPO Elektromashina OJSC (part of the Uralvagonzavod concern of the state corporation Rostec). These funds were paid to the research and production association for the development of design documentation for the production of electromagnetic contactors of the KEMV-3.0-400ET and KEMV-3.0-800ET series, the climate control unit for the driver’s cab of the diesel locomotive TEP70BS, as well as for the modernization of the fire extinguishing system based on SAP2 . The plaintiff considered the transactions concluded in 2020 to be imaginary, made in the interests of only a part of the members of the society and, probably, aimed at withdrawing funds.
Igor Afanasiev, General Director of Electromashina
It should be noted that OJSC Elektromashina is controlled by OJSC NPO Elektromashina and JSC NPK Uralvagonzavod by 49.999703%, which is reflected in the court proceedings of 2020-2021. The remaining blocks of shares are controlled by individuals, including Evgeny Chepurnov (19.67%), whose interests in the courts were previously represented by the aforementioned Vyacheslav Kataev, and Alexander Shindyapin (25.29%). These for a long time, shareholders disputed the actions of the board of directors to elect Igor Afanasyev as the general director of Elektromashina and other leaders proposed by NGOs and NPK Uralvagonzavod. The same person, by the way, also heads the NGO of the same name. The latter leases production facilities from Elektromashina, where it works on the production of products, including for the needs of Russian Railways.
Electromashina for 2020 received revenue of 124 million (in 2019 – 151 million), the net profit, however, amounted to only 314 thousand. At the end of the year, the enterprise had obligations for the forthcoming payment for R&D in the amount of 295 million rubles. At the same time, the company’s accounts payable increased from 19 to 182 million, and receivables decreased from 584 to 490 million (of which 476 million fall on buyers and customers).
Analyzing the situation, the court did not find grounds for forming an opinion on the infliction of damage by JSC Elektromashina with the conclusion of contracts for the development of design documentation.
“The stable economic situation at the enterprise is due to the planned reduction in the company’s expenses, as well as the presence of a permanent large tenant – NPO Elektromashina JSC. At the same time, it should be noted that the amount of rent paid by NPO Elektromashina JSC is overestimated in comparison with market prices, ”the court decision indicates with reference to the previously considered dispute on rent from 2012.
This trial on the claim of the shareholder Shindiapin, who considered the rent of 2.981 million to be understated, lasted more than a year, and within the framework of it, the NGO admitted that the deal was not approved by all shareholders. According to the expert’s assessment, “the average market rent from 01.02.2011 to 06.03.2012 for the lease of real estate, taking into account the condition for the tenant to carry out current and major repairs of the leased property, is 432,057 rubles. 76 kopecks. At the same time, no valuation of the lease of movable property (including equipment) was carried out.
It is noteworthy that in the framework of the case on the return of 347 million paid for R & D, the requirement to conduct an examination of the compliance of the works with the declared value was not carried out. For example, documentation contracts for the production of electromagnetic contactors of the KEMV-3.0-400ET and KEMV-3.0-800ET series cost 90.96 and 86.4 million rubles, respectively.
“For quite a long time, Soviet design developments have been actively used to cover up transactions between affiliated companies. R&D of the 60s or 70s is taken, somewhat “adapted” to Russian realities by the forces of several performers and “voila”. We have the latest innovative nanotechnological development. What really was the subject of the transaction and what fabulous money is paid for, then I have to sort out the arbitration court, ”lawyer Ivan Kadochnikov shares his opinion.
It is curious that in 2018 JSC NPO Elektromashina held a tender for acceptance testing of electromagnetic high-voltage contactors KEMV-3.0-400 ET, KEMV-3.0-800 ET. And at the beginning of 2021, it announced a tender for the provision of services for the right to use an accounting copy of the design documentation set “Production of electromagnetic contactors of the KEMV-3, 0-400ET series”. At the end of last year, the enterprise announced preparations for the mass production of contactors of the KEMV-3.0 series, expanding the line and creating KEMV-400ET on their basis.
In court, NGO representatives stated that Elektromashina OJSC, which had been leasing the production complex for almost a decade, now intends to independently produce products and even began recruiting personnel, and the organization of production, “according to preliminary forecasts, is possible in 2022-2023.” In what quantity, however, new employees were accepted, it was not indicated.
Photo: ngs.ru
“In substantiating the need to conclude the disputed contracts, the defendant indicated that the fixed assets of the company are becoming obsolete, in particular, buildings and structures, equipment, which, in turn, requires major repairs, inexorably entails an increase in costs, a decision was made to resume production on the basis of OJSC Elektromashina “civilian products”, – NGO representatives substantiated their position.
The arbitration was satisfied with this explanation, and the court, relying on it, did not find grounds for recognizing the transaction as detrimental to the interests of society. The court did not accept the arguments that some of the shareholders of Elektromashina OJSC were not informed about the conclusion of contracts for R&D, since the company provided information on sending the relevant explanations in response to a request before concluding contracts, but the letter was returned due to lack of demand. Ultimately, the court denied the plaintiff.
However, while the decision has not entered into force and an appeal is possible.
