Shareholders of the Miass plant Kedr, which produces components for the automotive industry, including Chevrolet, Renault and AvtoVAZ, are challenging the plant’s major deals.
Natalya Ardabyevskaya, the wife of the ex-head of Miass, Viktor Ardabyevskiy, who controlled about a third of the company’s shares, filed a corresponding claim with the arbitration court. She demands to terminate the deal to attract a loan from Chelyabinvestbank for 120 million rubles. As it turned out, the decision to conclude it was made without the participation of the shareholder, whose interests were ignored by the management of the enterprise and part of the owners of large blocks of shares for many years. Representatives of the shareholder announced the refusal to pay dividends, attempts to squeeze Ardabevsky out of the enterprise through an additional issue and were able to challenge the decision to carry it out in court. However, Vitaly Arbuzov, the owner of a controlling stake, is trying to get this decision canceled and “directs all efforts to eliminate the remaining shareholders.” However, the fight for dividends and asset control may weaken in the near future. With the refusal of large automakers from the supply and production of cars in Russia, the profit of the enterprise is at risk of being reduced significantly, and the issues of maintaining production and the staff of the plant, which employs about 500 people, will probably come to the fore.
The Arbitration Court of the Chelyabinsk Region considered the claim of Natalya Ardabyevskaya against JSC Kedr on the recognition of the transactions of the enterprise and PJSC Chelyabinvestbank on providing pledge of property under loans as invalid.
At the end of 2020, the plant received a loan of 120 million to replenish working capital, pledging property on it (production premises and other facilities). The deal itself was approved by the board of directors. The guarantors for the loan were General Director Alexander Belyak, the owner of 55.23% of the shares, and LLC Kedr-Avtomotiv associated with Kedr.
Natalia Ardabievskaya
Photo: personal page of Natalia Ardabievskaya in social networks
It is noteworthy that the extraordinary meeting of shareholders, where the issue of concluding a major transaction could have been raised, was canceled by the board of directors. Representatives of Ardabievskaya in court pointed out the need to coordinate this transaction with shareholders.
“The General Meeting of Shareholders makes a decision to conclude or subsequently approve a major transaction only if the unanimity of the board of directors is not reached or if the subject of the transaction is property, the value of which is more than 50 percent of the book value of the company’s assets,” the court decision says.
The balance sheet value of the assets as of January 2020 was determined at 425 million rubles, and the market value of the property pledged, according to the data of the appraiser involved by Kedro, as of March of the same year was 209 million rubles. However, according to representatives of Ardabievskaya, who referred to the data of another appraiser, as of November 2020, the property was worth 237 million rubles.
However, the representatives of the plant were able to prove in court that attracting bank loans is a regular activity of the enterprise, and prompt revaluation of property before issuing another loan is not necessary. Given this, the court refused Ardabievskaya to terminate the transaction.
This is far from the first conflict between the company’s shareholders. In 2021, Dmitry Barabanov, in whose trust management was 33.57% of the shares before the transfer to Natalya Ardabyevskaya after the death of her husband Viktor Ardabyevskaya, in court pointed out Kedr’s evasion from providing a complete list of information about the activities of the enterprise and its affiliates.
In response, in court, “the company reported that JSC KEDR has no obligation to maintain and disclose the list of affiliates, as well as the obligation to provide shareholders with such information.” However, the Bank of Russia did not agree with this position of Kedr, however, it also considered the violation to be insignificant – the company stated that the data on affiliates were indicated in the explanations in the accounting records. As a result, the Central Bank of the Russian Federation limited itself to a remark addressed to Kedr.
For the Ardabyevsky family, the long-term confrontation with the shareholders of Kedr, where Vitaly Arbuzov controls at least 51%, nevertheless led to some success. After lengthy proceedings, Ardabievskiy managed to challenge the decision on the additional issue of shares in the amount of 3,000,000 shares with a nominal value of 10 rubles each, which was made in 2018. The issuance of shares would result in a significant reduction in the share of the shareholder who held 3,357 shares of the same nominal value.
The Court of Cassation also confirmed this position. However, Kedr disputes the decision to this day. Shareholders have made attempts to issue additional shares before, as pointed out by representatives of Expertise LLC, in whose trust management were Ardabyevsky’s shares.
“Starting from 2007, after the acquisition of a controlling stake in CJSC Kedr, shareholder Arbuzov V.I. does not pay dividends, and CJSC “Kedr” directs its efforts to remove the remaining shareholders from the ownership and management of CJSC “Kedr”, – they reflected their position in the proceedings.
It is worth noting that Ardabevsky has been in charge of Kedr since 1988. In 2005, the general director of the enterprise was elected the head of Miass, in 2010 he was deprived of his powers after a conflict with the speaker of the Duma, and in 2012 he again headed the mayor’s office. In 2013, he was detained on suspicion of participation in the organized criminal group “Turbazovsky”. According to investigators, Ardabyevsky acted as the customer for the murders of the heads of Kedr’s competing firms – the general director of Trek CJSC Andrey Paduchin and the director of Nadezhda LLC Pavel Sidorov. He himself pleaded not guilty and died in a pre-trial detention center in Moscow in 2020.
Photo: newsmiass.ru
The Kedr company has been mainly increasing its revenue in recent years. According to the Kontur.Fokus system, from 2016 to 2019 it grew from 788 to 936 million rubles, net profit increased from 25 to 34 million rubles. In 2020, revenue decreased by 3% to RUB 904 million, net profit to RUB 11 million.
Last year, the company announced the release of a new range of products for both the domestic auto industry (Chevrolet NIVA) and foreign cars, including those produced in Russia.
However, the leading automakers General Motors, Renault, Skoda, Volkswagen, Hyundai announced the suspension of production and deliveries of cars to Russia. Dealers have already stopped sales of such models as Lada Vesta and Renault Duster, the components for which are produced by Kedr.
They refused to comment on the situation at the Pravda UrFO enterprise, saying “the management is extremely busy.” They also indicated that AvtoVAZ is the main buyer of their products.