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 spouse of the former leader of Miass, Viktor Ardabyevskiy, who controlled around one third of the company's shares, has taken legal action against the company. She is demanding that a loan deal worth 120 million rubles from Chelyabinvestbank be canceled. It was discovered that the decision to go through with the deal was made without the involvement of the shareholder. The shareholder's interests were ignored by the company's management and other major shareholders for many years. Representatives of the shareholder have announced that they will not pay dividends, and they have also challenged the decision in court. However, Vitaly Arbuzov, the majority stake owner, is trying to reverse this decision and is making efforts to remove the remaining shareholders. However, the battle for dividends and control of assets may weaken in the near future. With major automakers pulling out of the Russian market, the company's profits are at risk of significant decrease, putting the focus on maintaining production and the plant's 500-person workforce.
The Chelyabinsk Region Arbitration Court has considered Natalya Ardabyevskaya's claim against JSC Kedr regarding the invalidity of the company's transactions and PJSC Chelyabinvestbank's provision of property as loan collateral.
At the end of 2020, the plant received a 120 million ruble loan to boost its working capital, using its production premises and other facilities as collateral. The deal was approved by the board of directors. The loan guarantors were General Director Alexander Belyak, who owns 55.23% of the shares, and LLC Kedr-Avtomotiv associated with Kedr.
Natalia Ardabievskaya
Photo: personal page of Natalia Ardabievskaya in social networks
A special meeting of shareholders, where the issue of finalizing a major deal could have been addressed, was cancelled by the board of directors. Ardabievskaya's representatives in court emphasized the need to get shareholders' approval for this deal.
“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 value of the assets as of January 2020 was assessed at 425 million rubles, and the property used as collateral was valued at 209 million rubles in March of the same year, according to the company's hired appraiser. However, according to Ardabievskaya's representatives, another appraiser estimated the property's value at 237 million rubles in November 2020.
However, the plant's representatives were able to show in court that getting bank loans is a normal part of the business, and they shouldn't have to quickly revalue their property before getting another loan. Because of this, the court rejected Ardabievskaya's request to cancel the transaction.
This is not the first dispute among the company's shareholders. In 2021, Dmitry Barabanov, who controlled 33.57% of the shares before they were transferred to Natalya Ardabyevskaya, pointed out in court that Kedr was not giving complete information about the company and its related companies.
However, in court, the company stated that JSC KEDR is not required to keep and share the list of related companies, or provide shareholders with that information. The Bank of Russia disagreed with Kedr's position, but viewed the violation as minor – Kedr said the information about related companies was in the accounting records. As a result, the Central Bank of the Russian Federation only made a comment to Kedr.
The Ardabyevsky family had some success in their long-standing battle with Kedr's shareholders, where Vitaly Arbuzov controls at least 51%. After a long process, Ardabievskiy successfully challenged the decision to issue an additional 3,000,000 shares in 2018. This would have significantly reduced the shares of a shareholder who owned 3,357 shares of the same value.
The Cassation Court also upheld this decision. However, Kedr continues to dispute the decision to this day. Shareholders have previously tried to issue more shares, as noted by representatives of Expertise LLC, who managed Ardabyevsky's shares.
“Since 2007, after obtaining a controlling stake in CJSC Kedr, shareholder Arbuzov V.I. has not paid dividends, and CJSC “Kedr” has been trying to remove the remaining shareholders from owning and managing CJSC “Kedr”, – they stated during the proceedings.
It's important to mention that Ardabevsky has been in charge of Kedr since 1988. In 2005, he became the general director of the company, in 2010 he lost his position after a conflict with the Duma speaker, and in 2012 he again became the director. In 2013, he was arrested on suspicion of being part of the criminal group “Turbazovsky”. Investigators claimed Ardabyevsky ordered the murders of the heads of Kedr’s rival firms – the general director of Trek CJSC Andrey Paduchin and the director of Nadezhda LLC Pavel Sidorov. He pleaded not guilty and died in a Moscow detention center in 2020.
Photo: newsmiass.ru
Kedr company has mainly been increasing its earnings in recent years. The Kontur.Fokus system shows that from 2016 to 2019, revenue grew from 788 to 936 million rubles, and net profit increased from 25 to 34 million rubles. In 2020, revenue decreased by 3% to 904 million rubles, and net profit dropped to 11 million rubles.
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.
