Source Several lawsuits involving the two founders and Konoplex, a company with cannabis crops in the Penza Region, may be indicative of a corporate conflict. At issue are the cancellation of the board of directors’ decision and two pledge agreements on the property of two Penza subsidiaries of Konoplex, including the one worth 283.3 million rubles. The GC believes that the Cypriot offshore co-founder Konoplex Limited may transfer the equipment to third parties.
The first lawsuit against the LLC was filed by the Cypriot company Konoplex Limited. The claim seeks to invalidate the decisions of Extraordinary General Meetings of Konoplex’s shareholders. The offshore company also attempted to obtain interim measures. In particular, it prohibited the inter-district Inspection of the Federal Tax Service No 46 for Moscow to make decisions and make changes in the Unified State Register of Legal Entities in respect of the company based on the statements of the LLC dated 30 August. And to suspend the decisions of the already mentioned extraordinary meetings of the participants of the LLC which were the basis for the appeals to the FTS.
However, the court denied the request and scheduled the next hearing for November 28. The second co-founder of Konoplex (50%) and its head Roman Belousov, as well as the tax inspectorate, are third parties in the case.
At the end of September, Konoplex Limited and Konoplex LLC tried to bring to justice the tax inspection, Roman Belousov and a number of related companies – Toll Road LLC, Central Research and Design Institute Toll Road LLC, and Toll Road Management Company LLC.
In the first one Mr Belousov acts as director and founder (51%), in two other companies the founder is just Toll Road LLC. The third party in the case is Penza-based Interindustry Innovation Complex LLC, in which Mr Belousov is also a director and co-founder (40%). Although public sources on October 4 reported that the director position was unreliable.
In this lawsuit, Konoplex and Konoplex Limited sought to invalidate certain transactions, as well as entries in the Unified State Register of Legal Entities, and to recover interest on monetary obligations. However, the lawsuit was returned to the plaintiffs due to improper formatting.
In October the proceedings were transferred to the Penza arbitration court. On 19 October, Roman Belousov filed a lawsuit on behalf of Konoplex and in the interests of Konoplex Foods, a subsidiary of Penza LLC. The Cypriot offshore became a defendant, while Konoplex Management Company LLC became the third party in the case.
The plaintiff demanded to invalidate the pledge agreement between Konoplex Foods LLC and Konoplex Limited dated 5 September this year. At the same time, Mr Belousov felt it necessary to request this agreement from the defendant: he had been unable to obtain the document himself. It was, however, “relevant to the proper resolution of the case”.
The plaintiff also applied for an injunction: “Conoplex Limited is prohibited from taking any action to enforce the pledged property under this agreement or to transfer it to third parties.
However, it is clear from the documents that Konoplex and Konoplex Foods only learned about the pledge of the movable property on 13 October from a notice on the website of the Russian Federal Notary Chamber. And under the pledge agreement in favour of the Cypriot company it turned out to be a serious pledge of the company’s property. Those were five production lines for vegetable oils, refining, bottling/packing, capping and labelling, as well as other related equipment. In total, we are talking about 24 units and at first glance, we are talking about almost all the important equipment of the plant.
From the document it follows that the contract was approved by the management company Managing Company Konoplex, but the sole founder of Konoplex OOO turned out to be unaware of it. He did not give his consent for the contract, although the management company is obliged to obtain it for transactions worth more than 2 million rubles. At the same time, the sole founder of the management company is the same Konoplex LLC.
The next hearing on the suit is scheduled for December 1, by November 22, Konoplex Limited must provide the court with the pledge agreement.
Konoplex Penza LLC filed a similar lawsuit in Penza arbitration. The defendant is a Cypriot company, and the subject of the suit is also the pledge agreement from the same date. Here we are also talking about the company’s movable property, the list is not specified, but the value is given as 283.3 million roubles. And just as in the previous lawsuit, the Konoplex Managing Company did not seek permission from the Konoplex founder when signing the contract. The Penzenskaya firm also filed for interim measures, and the hearing is scheduled for November 16.
It is curious that in both suits the main argument in favour of the interim measures is the proof that the Cyprus offshore “carries out actions suggesting its intent to alienate or otherwise transfer the property for use or possession to another person”.
Towards the end of October, the proceedings again moved to the capital’s arbitration, with Konoplex Limited acting as the initiator of the lawsuit. The defendant is Konoplex Ltd.
One of the applications seeks to invalidate the decision of the board of directors. The second plaintiff in the case is Yevgeny Skigin, co-founder of Konoplex Group and son of Dmitry Skigin, founder of St. Petersburg Oil Terminal (headed by Mikhail Skigin).
Roman Belousov, Vadim Kovalenko (head of LLC Toll Road, LLC Toll Road Management Company and TsNIPI Toll Road, Moscow Region Toll Road), as well as Viktor Kravchenko and Alexey Fert are named as third parties in the case. The names of the latter coincide with the head of the Sakhalin-based LLC Port Poronaisk and LLC Multifunctional Cargo Port.
BV earlier reported that Olga Khromchenko, who was described by the media as a close friend of Russian Finance Minister Anton Siluanov, was related to these companies. In March 2021, Mikhail Mishustin approved a concession agreement for the construction of a multifunctional cargo complex in the port of Poronaisk on Sakhalin. The total investment will amount to 35.9 billion rubles, and the state will allocate 3.96 billion rubles.
The nature of the second suit filed by Konoplex Limited, which was filed just two days ago, is not yet known. However, the amount of the claim is 327.9 million rubles. There is only one third party here – Roman Belousov. It is not out of the question that the question is again about the pledge agreements, probably issued in connection with a loan of some kind.
– The dispute may be linked either to the recovery of damages or the offshore company has applied for withdrawal from the company and is claiming the actual value of its share in court,” the Arbitrator tg-channel believes in its turn.
As a reminder, Penza LLC MIK entered into a concession agreement with the Russian Ministry of Industry and Trade to build a plant for the production of pulp from bast crops in Penza Oblast. The term of the agreement is 49 years and the amount of investment is 3 billion roubles. Its founders are Roman Belousov (40%), LLC RusDor-Finance (20%) and LLC Konopleks. The founders of the latter are Roman Belousov (50%) and Konoplex Limited (50%).
According to Cisco, the already mentioned Olga Khromchenko was a co-founder of RusDor-Finance until May this year. She transferred her share, 66.5%, to Olga Puchkova. A whole network of RusDor-Finance subsidiaries is engaged in projects to build toll roads in the Moscow Region and near St. Petersburg.
According to Checko, last year Konoplex Penza increased its revenues by 278% to 87.8 million rubles. At the same time, losses also increased – by 188%, to 218 million rubles. The operating company OOO MC Konoplex has lower revenues – 43.5 million rubles (23% less than in 2020), the loss increased by 268% to 3.7 million rubles. In the parent company Konoplex LLC, revenues fell by 19% to 18.4 million rubles, while the loss increased by 102% to 41.4 million rubles. One of the GC companies that had higher revenue in 2021 is Konoplex Foods – 66.7 million rubles (41% growth), the loss decreased to 38 million rubles (3%). Revenue of MIK LLC is not shown, the loss increased by 638% to RUB 6 million.