The battle associated with another attempt to seize assets, apparently, is unfolding in the Moscow and Penza arbitrations. We are talking about a corporate conflict in the Konoplex Group of Companies with the participation of its two founders – Roman Belousov and Evgeny Skigin (through the Cypriot Konoplex Limited).
The latter is considered a key investor, but Mr. Belousov managed to seize control of the company. It is known as one of the leaders in the production of industrial hemp and its products. The plant is located in the Penza region.
BV has already written about the battles unfolding around the property of the Penza subsidiaries of Konoplex, which, it seems, constitutes all the equipment of the plant. In mid-February, the head of the Agro-Industrial Association of Hemp Growers (APAK), the former director of the management company “Konoplex” and the companies of the “Konoplex” group, Milena Aleksandrova, made a statement about the corporate conflict.
– Now the group of companies “Konoplex” is experiencing a corporate conflict between the shareholders of the parent company. The conflict that had been developing for six months escalated in December 2022, when the management of the subsidiaries of Konoplex LLC was transferred to its new CEO, Sergey Nacharkin, while one of the owners of the Konoplex group of companies, Evgeny Skigin, did not make such a decision , she told the MASHNEWS portal.
According to Alexandrova, these actions had a negative impact on the production activities of companies. We are talking about three Penza enterprises – LLC “Konoplex Penza”, LLC “Konoplex Foods”, LLC “Konoplex Agro” and one metropolitan – LLC “Management Company” Konoplex “, which was previously headed by Ms. Aleksandrova. The common founder of all companies is Konoplex LLC, headed by Roman Belousov (50% of the authorized capital), which is probably behind all these upheavals.
Since December, Mr. Nacharkin has been the head of K-Pharma LLC (established in 2018, the production of medicines), the founders of which are the same Mr. Belousov and RusDor-Finance. Previously, a stake in the latter was owned by Olga Khromchenko, whom the media called an acquaintance of the Minister of Finance Anatoly Siluanov. In May last year, she handed it over to Olga Puchkova, who is affiliated with a number of companies associated with the construction of the Poronaysk port on Sakhalin.
Evgeny Skigin (co-founder of Konoplex Group of Companies and son of Dmitry Skigin, founder of the St. Petersburg Oil Terminal) and the Cypriot Konoplex Limited (owns 50% in Konoplex LLC) headed by him, achieved the cancellation of decisions taken at meetings of the general meeting of participants (August 28, 2022) with two lawsuits years) and the board of directors of Konoplex LLC.
It follows from the court documents that at the general meeting in August, where Mr. Belousov was elected chairman, a new version of the charter and regulations on the board of directors of the LLC, the new composition of the board and its chairman were approved. Skigin and Belousov remained on the board of directors, but the director of the Konoplex management company, Milena Alexandrova and Andrey Rogachev, were removed.
Instead, the shares were received by individuals associated with Mr. Belousov with participation in the same companies – Vadim Kovalenko (now the head of Podmoskovnaya Toll Road LLC, Toll Road Management Company LLC and TsNIPI Paid Doroga, Podmoskovnaya toll road”) and Alexey Fert (formerly the general director of Sakhalin Port Poronaysk LLC, Multifunctional Cargo Port LLC, associated with Olga Puchkova). And also Viktor Kravchenko, who was later elected chairman of the board of directors of Konoplex LLC.
At the same time, the courts say that there is a corporate conflict between the participants of Konoplex LLC. In March last year, the parties decided to create a board of directors, which was supposed to control the actions of the general director and approve his management decisions. However, in July, General Director Belousov voted against all decisions made, without providing an audit report and a business plan.
As a result, Mr. Skigin, being the director of Konoplex Limited, announced the holding of the meeting and the deprivation of Mr. Belousov of the powers of the director, expressing no confidence in him as a conscientious partner and leader. Probably, all this was the reason for Mr. Belousov’s cardinal actions to change the composition of the board of directors. By the way, after the controversial August meeting, the new Board of Directors canceled about 20 decisions of the previous Board of Directors.
Both Evgeny Skigin and Konoplex Limited asked that the decisions taken be declared invalid: there was no quorum at the meetings, and no one notified the applicants about their holding. Thus, a message about the event was sent to Mr. Skigin in Switzerland and handed over after the meetings. Despite the fact that earlier he was notified quite timely at an address in Moscow, while sending materials by e-mail. The arbitration is sure that Konoplex LLC, obviously, in the person of Mr. Belousov, deliberately concealed the fact of holding a board of directors.
With Konoplex Limited, it turned out even more interesting: the company, represented by the same Skigin, claimed that it had not been notified of the general meeting of participants in Konoplex LLC. The court presented a letter received to a Cypriot address, but it did not contain information about the event. There was only Belousov’s notification of a deferred payment under the contract for the sale and purchase of a share in the authorized capital of Penza Intersectoral Innovation Complex LLC (MIK) in September 2021, as well as an arbitration decision.
Konoplex LLC and Belousov, who is behind it, claimed that the Cypriot company was represented by Mr. Belousov himself. He was a director of Konoplex Limited and held a power of attorney issued on 1 September 2022 to represent her. True, the power of attorney is valid until August 31, 2022, and Mr. Belousov was fired from the post of director of the Cypriot company back in April.
In these circumstances, the court considered obvious the lack of will on the part of the Cypriot founder to change the management structure initiated by him, “expanding the powers of the director, whose trust has been lost, as well as reducing the powers of the board of directors of the company when changing its composition.” As a result, the arbitration called Mr. Belousov’s actions unfair and invalidated the decisions of the extraordinary general meeting of participants in the LLC, as well as all decisions made by the board of directors. There were no appeals, but Mr. Belousov launched a series of retaliatory lawsuits.
In response, in January, Konoplex Limited again filed a lawsuit in arbitration, appointing Konoplex and Mr. Belousov as defendants, a third party – the Moscow Tax Service. The plaintiff petitioned for interim measures, demanding that Konoplex be prohibited from fulfilling obligations under agreements with Roman Belousov, including loan agreements, and entering into new such agreements, including with persons affiliated with Mr. Belousov.
And also to prohibit the LLC from disposing of the shares belonging to Konoplex in the authorized capital of the above subsidiaries and the capital management company Konoplex. They are also required to impose a ban on the conclusion of major transactions, transactions with interest and transactions on the pledge of property. However, the court denied the petition, considering the demands disproportionate to the main claim.
Insiders are already linking this apparently protracted conflict of shareholders with the appearance of those who want to “fish in troubled waters.” The impetus for this could be the sanctions and the withdrawal of a number of companies from Russia after the start of the SVO, as well as the bill “On deoffshorization”, thanks to which the topic of non-resident investors and the fate of their assets in Russia is being actively discussed.
– Fortunately, when considering cases, the courts take into account the actual circumstances and the rule of law, and not verbal accusations against investors that they are citizens of other countries. It is also obvious that the participants are not protected within the framework of a corporate conflict: it is impossible, for example, to prohibit a participant who illegally replaced the general director from doing it again, states the Arbitr TV channel.
Reference. The Konoplex Group of Companies, founded in 2015 by Evgeny Skigin and Roman Belousov on a parity basis, occupies a leading position in the Russian technical hemp market, with a sown area of 12.5 thousand hectares, mainly in the Penza region. The aforementioned LLC “MIK” and the Ministry of Industry and Trade of the Russian Federation signed a concession agreement on the construction of a plant for the production of cellulose from bast crops in the Penza region. The term of the agreement is 49 years, the volume of investments is 3 billion rubles.