The ex-director of Rosnano tried to get KUMZ out of debt with “unfair accusations.” The structure of Sberbank requires to stop the sale of assets
SB Commodity Trading LLC (it was established by Sberbank to work in the raw materials sector of the Russian economy) in the Court of Appeal was able to achieve recognition of the debts of Kamensk-Ural Metallurgical Plant OJSC (KUMZ, part of the Aluminum Products holding, owned by Vladimir And Alexander Skornyakov, as well as the Renova group).
In total, we are talking about the recovery of 66 million rubles of obligations and penalties for their untimely fulfillment.
To clarify, Pravda UrFO spoke in detail about the conflict, in which the structure of Sberbank demanded through the court the execution of an agreement signed in 2021. Meanwhile, representatives of KUMZ, in a counterclaim, insisted on recognizing the transaction as sham and even issued an invoice for unjust enrichment [1]. According to the materials of the proceedings, the plant was supposed to supply the goods, the company – to pay for it.
At the same time, for a certain fee, the enterprise kept the finished product until the moment of its return delivery at a higher cost. As follows from the documents, KUMZ sold 995 tons of products to the plaintiff, for which he received 243 million rubles. More than 34 million of this amount was returned to SB Commodity Trading as a security deposit. In order to return their goods, aluminum manufacturers had to pay 442 million rubles, but only 400 million were transferred to the partner with a delay of six months.
Already in court, the company’s lawyers stated that there was no talk of any resale. According to them, SB Commodity Trading gave money on the security of products that had not yet been sold. After its implementation, KUMZ returned the money with interest.
“The plant had no obligation to pay for the goods at the price determined in accordance with the agreement, and the consequences of failure to fulfill this obligation are not applicable to it. The funds actually received by KUMZ from the company as a loan were returned with interest paid in accordance with the key rate of the Bank of Russia, since no other interest was agreed by the parties. Also, due to the overpayment on the side of the company, a debt to the plant in the form of unjust enrichment in the amount of 112.9 million rubles arose, ”KUMZ lawyers said in court.
The Arbitration Court of the Sverdlovsk Region sided with the metallurgical enterprise, but in the appellate instance, SB Commodity Trading was able to prove the fact of violations by the Renova structure and the Skornyakovs.
“A declaration of the invalidity of a transaction has no legal significance if the person who refers to the invalidity of the transaction acts in bad faith <…>. For the first time, arguments about the pretense of an agreement partially executed by the parties were stated by the plaintiff in a counterclaim only when the company presented claims for the collection of debt on it more than a year after the conclusion of the agreement. Until the specified time, the plant did not file a lawsuit to challenge it, and therefore the presentation of counterclaims should be considered as an abuse of the right, ”the case file says.
According to Pravda UrFO sources close to the company, the company decided on such a likely attempt to evade responsibility after a change in the management team. So, the former deputy chairman of the board, operating director of RUSNANO Mikhail Nenyukov headed KUMZ in September 2022, and a counterclaim with arguments about the nullity of the transaction was filed at the beginning of 2023. The former management of KUMZ confirmed the presence of debt and fulfilled obligations under the contract. Moreover, similar agreements were in effect at the plant both in 2019 and 2020, when it was led by Elena Golovataya, as industry experts say, “close to the Skornyakovs”.
As a result, the appeal concluded that the filing of a counterclaim “indicates the intention of the plant to avoid fulfilling its obligations under the agreement.” In addition, it follows from the proceedings that the company did not have the right to demand that the agreement be declared invalid and the amount of unjust enrichment be recovered, since in letters dated April 27 and June 15, 2022, the management of KUMZ confirmed its readiness to pick up the goods and even proposed a repurchase schedule, thereby fixing “relationships purchase and sale with the company.
We add that in a recent interview with Interfax, Mikhail Nenyukov spoke about his assumption of office in 2022: “The shareholders decided to completely restart the enterprise with the involvement of a new team. As a result, we launched a program of deep transformation of the plant,” said the top manager. At the same time, Pravda UrFO reported that the “new team”, among other things, assumed the return of “old managers” to the plant. According to industry representatives, the staff of top managers was again inflated at KUMZ [2] – in addition to the CEO, 11 more directors were approved.
In particular, the same Elena Golovataya, who was fired in December 2020, became the director of the enterprise for economics and finance. Currently, KUMZ has classified the data on its managers, indicating on the website only that the plant now employs 7 directors responsible for different profiles of activity. At the same time, Nenyukov said that the current team managed to bring the enterprise out of the crisis with a partial halt in production and multimillion-dollar debts to the assets of UC RUSAL, which supplied raw materials for further processing at the plant. At the same time, the top manager admitted that financial performance in 2022 was significantly worse than in 2021. According to the results of work in 2022, the company’s net profit exceeded 339 million rubles, which is 3.6 times less than in the previous reporting year.
According to a Pravda UrFO source familiar with the current state of affairs at KUMZ, “Moscow managers are currently trying to get rid of the so-called non-core assets.” “True, it is surprising that they included the engineering networks necessary for servicing the buildings and structures of the enterprise. Still, for the most part, they throw off the old networks that they simply don’t want to repair, ”the insider says.
Indirect confirmation of such judgments can be found in the Arbitration Court of the Sverdlovsk Region. At present, the company’s claim against the property management of the Kamensk-Uralsky municipal district, which refused to accept communal infrastructure as municipal property, is under consideration.
In particular, the plant demanded that not only networks serving hostels, residential buildings in the area of the enterprise and a cultural center be taken to the balance of the municipality, but also several collectors of fecal sewerage and heating mains that feed the buildings of the personnel department, security services and the trade union committee of KUMZ. The press service of the administration of Kamensk-Uralsky refrained from commenting on the reason for the evasion of taking the communal infrastructure on the balance sheet until the court decision was made. A new hearing in the case will take place in August.
In addition to trying to get rid of engineering networks, the plant decided to sell its other assets. Currently, SB Commodity Trading is trying to challenge the deal between KUMZ, BT LLC and Yuri Babich, who owns the said legal entity. Currently, Babich and BT are the owners of Drill Pipes LLC, which until June 2022 belonged to the aluminum enterprise. Although the applicant does not disclose what kind of transaction he is talking about, by indirect evidence it can be concluded that the dispute is related specifically to the sale and purchase of shares. In particular, at the last meeting, the plaintiff filed a petition to demand from the Federal Tax Service of Russia for the Verkh-Isetsky District of Yekaterinburg documents on the transaction for the alienation of shares in Drilling Labor LLC by KUMZ. What is the reason for the interest of the Sber asset in this particular transaction, it is not possible to quickly clarify hzikhidtidekrt managed.
