Sergey Makhlai’s offshore companies were given a lot, and a lot will be exacted
Uralchem achieved bankruptcy of the co-owner of Togliattiazot convicted of fraud due to a debt of 87.6 billion rubles
On January 27, the Arbitration Court of the Volga District (Kazan) rejected a cassation appeal against the decision to declare bankrupt the beneficial owner of PJSC Togliattiazot Sergey Makhlai, the court told RAPSI. Thus, Yegerev’s proper qualifications and powers related to the inventory, valuation and sale of property belonging to Sergei Makhlai were once again confirmed.
In addition, the cassation instance confirmed the legality of the decisions of the courts of first and appellate instances to refuse to involve other solidary defendants in the bankruptcy case as third parties in the conviction of the Komsomolsky District Court of Togliatti dated July 5, 2019.
In accordance with the verdict, the beneficiaries of ToAZ Sergey Makhlai, his father Vladimir Makhlai, the owner of the Swiss company Ameropa AG Andrew Zivy, the director of the subsidiary Amerope of the company Nitrochem Distributions AG Beat Ruprecht, and the former general director of Togliattiazot Evgeny Korolev were found guilty of fraud on an especially large scale with sales of ToAZ products for export. The defendants in the case were sentenced in absentia to imprisonment for a term of 8.5 to 9 years. The court also ordered them to pay damages to the victims – over 77 billion rubles to Togliattiazot and over 10 billion rubles to Uralchem.
Sergei Makhlai
Makhlai bankruptcy case
On August 9, 2021, the Arbitration Court of the Samara Region declared Sergey Makhlai bankrupt and introduced a procedure for the sale of property against him. Oleg Egerev from the Ural SRO of Arbitration Managers was appointed as the financial manager of Makhlai.
On July 7, 2021, the Samara Arbitration Court accepted the relevant application of Uralchem for processing and initiated bankruptcy proceedings. In the application for declaring Makhlai bankrupt, Uralchem bases its claims on the provisions of the Federal Law “On Insolvency (Bankruptcy)”, in particular, indicates that the debtor does not fulfill monetary obligations, has an outstanding conviction for committing an intentional crime in the field of economy, and Makhlai has no grounds for debt restructuring.
The court rejected a number of the debtor’s motions. In particular, Makhlai was denied the suspension of bankruptcy proceedings pending consideration of the cassation appeal against the verdict of the Komsomolsky District Court of Togliatti dated July 5, 2019, which entered into force, as well as the appointment of a financial and economic expertise.
Earlier, Togliattiazot tried to enter the Makhlai bankruptcy case, but the arbitration court did not recognize ToAZ as a proper creditor. In addition, trying in every possible way to drag out the case, Makhlai, together with his wife Irina Makhlai, filed applications for her to join the case on the basis that a judicial division of property was underway between the spouses. The case on the division of property, which is being heard in the Zamoskvoretsky Court of Moscow, is most likely an attempt to save part of Makhlai’s property from collection by transferring it to his wife.
The arbitration recalled that the circle of persons participating in the bankruptcy case, as well as the list of persons participating in the arbitration process in the insolvency case, are established in articles 34 and 35 of the bankruptcy law.
The direct participants in a separate dispute, in addition to the main participants in the bankruptcy case, when considering the validity of the application for declaring the debtor insolvent, are the applicant, as well as all other persons whose bankruptcy applications were accepted by the court for consideration, the court noted. Irina Makhlai does not belong to the persons participating in the bankruptcy case, the arbitration ruling says.
Where did Makhlai’s debt come from?
The claim in the amount of more than 87 billion rubles arose against Sergei Makhlai on the basis of a guilty verdict of the Komsomolsky District Court of Togliatti dated July 5, 2019, which entered into force on November 26, 2019. In accordance with the verdict, the beneficiaries of ToAZ Sergey Makhlai, his father Vladimir Makhlai, the owner of the Swiss company Ameropa AG Andrew Zivy, the director of the Amerope subsidiary of Nitrochem Distributions AG Beat Ruprecht, and the former general director of Togliattiazot Evgeny Korolev were found guilty of large-scale fraud, committed by a group of persons by prior agreement (part 4 of article 159 of the Criminal Code).
As follows from the verdict, these persons in the period 2009-2011. organized the sale of Togliattiazot’s products – ammonia and urea – for export at prices 20-40% below the market average. All export products were sold under an exclusive agreement with Nitrochem Distributions AG, affiliated with the beneficiaries of ToAZ. Nitrochem then resold it to independent buyers at market prices, and the margin illegally obtained in this way was sent to the accounts of Togliattiazot’s co-owners through a system of offshore companies in various jurisdictions. The court recognized PJSC Togliattiazot and its minority shareholder JSC UCC Uralchem as victims of fraud. The defendants in the case were sentenced in absentia to imprisonment for a term of 8.5 to 9 years. The court also ordered them to pay damages to the victims – Togliattiazot over 77 billion rubles, Uralchem - over 10 billion rubles.
In its application for declaring Sergei Makhlai bankrupt, Uralchem bases its claims on the provisions of the Federal Law “On Insolvency (Bankruptcy)”, indicating that Makhlai does not fulfill monetary obligations, has an outstanding conviction for committing an intentional crime in the field of the economy, and has no grounds for restructuring debt. According to the statement of Uralchem, the Arbitration Court of the Samara Region ordered the Ural Self-Regulatory Organization of Arbitration Managers to submit a candidate for an arbitration manager to the court, and the FSSP to submit materials of enforcement proceedings against the debtor.
Other events around the Togliattiazot case
Earlier, on April 3, 2021, the Arbitration Court of the Samara Region introduced the procedure of arbitration management in Tomet LLC, controlled by one of the defendants in the criminal case of fraud – Andrew Zivy through his Hong Kong offshore Triumph Development Ltd. By decision of the court, Tomet was foreclosed on a debt – the same 87 billion rubles. But due to the insufficient value of Tomet’s assets, the company was declared bankrupt. Upon completion of the arbitration management procedure, Tomet’s property will be sold to pay off the debt.
Sergei Makhlai, OOO Tomet and 18 other legal entities and individuals associated with Togliattiazot are joint defendants in the criminal fraud case. According to the law, creditors have the right to require any of them to pay the entire amount due.
As previously reported, the TFR initiated and is investigating criminal cases against Sergey Makhlai and other persons associated with the activities of PJSC Togliattiazot on the organization of a criminal community and participation in it (part 3 of article 210 of the Criminal Code of the Russian Federation), tax evasion in a particularly large amount (part 2 of article 199 of the Criminal Code of the Russian Federation) and giving a bribe on an especially large scale (part 3 of article 30 and part 5 of article 291 of the Criminal Code of the Russian Federation).
According to the investigating authorities, members of the criminal organization, which included Sergey and Vladimir Makhlai and other defendants, acted in the form of a structured organized group at Togliattiazot in the period 2005–2013. committed several grave crimes in the field of economic activity against the state, against the property of PJSC Togliattiazot and other legal entities and individuals. To commit and conceal crimes, the criminal community actively involved in its activities employees of companies controlled by them, and also used front companies registered in various offshore jurisdictions.
Investigators believe that Togliattikhimbank, which until 2011 belonged to Vladimir Makhlai, and then to his son Sergei Makhlai, acted as an illegal financial center as part of this criminal organization. The investigation established that Popov, acting as part of an organized criminal community led by the Makhlai, ensured the illegal withdrawal of money from ToAZ through Togliattikhimbank.
On June 9, 2021, the Central District Court of Togliatti delivered a guilty verdict to Popov in a criminal case on bribery of judges of the Supreme Court of the Russian Federation for resolving a tax dispute with the Federal Tax Service in favor of Togliattiazot. The court sentenced him to 7.5 years in prison in a strict regime colony and ordered him to pay a fine of 500 million rubles. In the case of a bribe, together with Popov, Sergei Makhlai is also involved as the customer of the crime.
Currently, all the property of Togliattiazot, including the majority stake in the enterprise, has been arrested by the court as an interim measure. The shares and all property of PJSC Transammiak, which has the same owners as Togliattiazot, are also under arrest.
Offshore “king”: list of property of the owner of Togliattiazot Sergey Makhlai published
It became known what kind of property the Togliatti businessman, the beneficiary of the Togliattiazot corporation Sergey Makhlai officially owns. The information was made public in the inventory, which always precedes the sale of the property of a private person officially declared bankrupt.
As a rule, in order to pay off debts, all the property of a bankrupt is put up for sale. To do this, the financial manager compiled an inventory of what Sergey Makhlai owns. The list turned out to be quite impressive. True, on the accounts opened in the name of a businessman in Togliattikhimbank, there are rather modest amounts – 1,866,285.43 rubles, 678.91 euros and 20.97 dollars.
Of the property – two apartments. One is located in Moscow on Mira Avenue – an area of 122 square meters. In the second, the businessman owns only 1/3. It is located in the Central District of Togliatti on Mira Street. The businessman is registered there, judging by the document. The small-sized Volga vessel is also registered to the entrepreneur – this is a hydrofoil boat, which was produced in the USSR in various modifications.
At the same time, Sergei Makhlai is the beneficial owner of a large number of foreign companies. They are registered all over the planet from Uruguay to Switzerland:
- Thomton Ventures Limited (Great Britain);
- Tech-Lord SA (Switzerland);
- Borgat Investment Limited (Cyprus);
- A.S. Industries (CYPRUS) LTD (Cyprus);
- Todan Limited (Cyprus);
- Wickerton Limited (British Virgin Islands);
- Riverdelle Worldwide Limited (British Virgin Islands);
- Sanita Global Limited (British Virgin Islands);
- Silvergrove Resources Limited (British Virgin Islands);
- Halnure Ltd (British Virgin Islands), formerly Halnure LTDa (Halnure SA), Eastern Republic of Uruguay;
- Magnum Investment Trading Corporation (British Virgin Islands);
- Niteroi Limited (British Virgin Islands);
- Arodoet Enterprises Limited (Cyprus);
- Kizzie Consulting Limited (Cyprus);
- Farodot Consulting Limited (Cyprus);
- Florenta Management Limited (Cyprus);
- Evanda Holdings Limited (Cyprus);
- Entouraga Limited (Cyprus);
- Tiberius Investment Group Ltd;
- Trafalgar Trafhold Limited (Saint Lucia), formerly Trafalgar Developments Ltd. Anguilla;
- Instantania Holdings Ltd. (British Virgin Islands);
- Balriki Inc. (British Virgin Islands) – previously the company was registered in Nevis;
- Kamara LTD (Saint Lucia).
- Billions owed
The inventory of property and money owed to Sergei Makhlai were also included. The right to claim these debts can also be sold.
In particular, Niteroi Limited (British Virgin Islands) owed the businessman $3.35 million, Tex-Lord Finance SA (Switzerland) – $2.59 million, Morumbi Limited (British Virgin Islands) – $342 .8 million rubles. The money is on the accounts of organizations in Togliattikhimbank.
Also, Sergey Makhlai is entitled to dividends for work in PJSC Transammiak for 2016 – 83.45 million rubles (the amount on the account with PJSC AKB Avangard), and on shares of Togliattikhimbank in the amount of 4,840,000 pieces with a par value of 50 rubles each.
But Togliattiazot, judging by the inventory of the financial manager, owed Sergei Makhlai remuneration for his activities as chairman of the board of directors in 2014 and 2015 for a total of 1.6 billion rubles. Dividends from the enterprise for this period were estimated at 9.92 billion rubles.
How many shares of Togliattiazot are left with Makhlai
At the same time, Sergei Makhlai still has a controlling stake in Togliattiazot – 50.9%. They are held on depo accounts opened with Togliattikhimbank by Trafalgar Trafhold Limited, Instantania Holdings LTD, Bairiki lnc, Kamara LTD, Halnure Ltd.
Securities accounts transferred to a credit institution by its customers for safekeeping and (or) accounting, for trust management, brokerage and other operations are recorded on depo accounts.
– There are also 100 shares of Togliattiazot Corporation JSC worth 1,000 rubles each, 4.84 million shares of Togliattihimbank with a par value of 50 rubles each, and 5.56 million shares of Transammiak PJSC with a par value of 1 ruble each. Sergey Makhlai owns the latter through 6 Cypriot companies Arodoet Enterprises Limited, Kizzy Consulting Limited, Farodot Consulting Limited, Florenta Management Limited, Evanda Holdings Limited and Entouraga Limited.
Under Uralchem
In November-December 2021, there was a change of leadership at Togliattiazot. The new Board of Directors includes Andrey Ermizin, Sergey Momtsemlidze, Mikhail Lopatin, Dmitry Tatyanin, Artur Karamashev. Dmitry Tatyanin, director of the Uralchem plant for legal issues, was elected chairman, Anatoly Shablinsky, who previously headed the branch of Uralchem in Kirovo-Chepetsk, was elected general director
Also, the powers of the managing organization of PJSC TOAZ, JSC Togliattiazot Corporation, were terminated ahead of schedule.
Moreover, the controlling stake in PJSC Togliattiazot at the meeting was voted by Oleg Egerev, the financial manager of the property of Sergei Makhlai. It is possible that this package will also be transferred to Uralchem soon.
Now Togliattiazot is one of the largest ammonia producers in the world. Finance at the end of 2020: balance sheet – 110.6 billion rubles, revenue – 53.6 billion rubles, net profit – 1.3 billion rubles.