02 March 2021
Tolexis Trading Limited will challenge in court the re-appointment of acting director of ZTMC
Tolexis Trading Limited (Cyprus), a member of Group DF holding 49% of ZTMC LLC, will challenge in court the decision of the General Meeting of the founders of ZTMC of 23 February 2021 to re-appoint Sergii Lubennikov as an acting director of ZTMC. According to the lawyers of Tolexis Trading Limited, the dismissal of Lubennikov and his reappointment on the same day was illegal and such that contradicts the effective legislation.
“On 12 November 2020, the Commercial Court of Zaporizhzhya Region has already declared the appointment of Lubennikov illegal. The State Property Fund of Ukraine filed an appeal against this decision that will be considered on 10 March 2021. Instead of complying with the law and holding an open selection procedure within the period established by the laws, SPFU displays contempt for the court and the law. SPFU “reappoints” its protege on the same day, trying to legalize his tenure,” says Roman Chishinsky, a lawyer at Tolexis Trading Limited.
According to the Cabinet of Ministers of Ukraine Resolution No. 777 dated 3 September 2008, the selection procedure for the position of ZTMC director should have taken place three months after the appointment of the acting director. Contrary to the requirements of the law, Lubennikov holds the post of acting director of ZTMC since May 2020. Therefore, since September, he has been running the company without any legal basis.
“Unfortunately, government officials were involved in these illegal acts. Approval for the reappointment of Lubennikov as an acting director was issued by the Cabinet of Ministers of Ukraine urgently after the fact – at the meeting on 24 February 2021 (Resolution No. 137-p). At the same time, no one looked into the results of Lubennikov’s “management” at ZTMC in 2020; the financial and production performance of the state-owned enterprise during this period are deliberately hidden from the Government, the public, and from us, as a minority shareholder,” noted Roman Chishinsky.
SPFU, holding 51% of ZTMC, continues to demonstratively ignore the interests of the minority shareholder. ZTMC management keeps the production and financial information away from the owner of 49% of ZTMC. In 2021, the company has been operating without an approved financial plan. It is revealing that on 23 February 2021, at the meeting of ZTMC participants, a decision was made to approve 2020 ZTMC financial plan (i.e. retroactively). At the same meeting, it was decided for ZTMC to draw a loan in the amount of UAH 170 million without specifying the goals, the creditor and the collateral.
“The concealment of financial results, illegal reappointment of Lubennikov, drawing a loan without clear financial plan can only indicate that systematic steps are being taken to bring the asset to bankruptcy or prepare it for privatization by a dedicated buyer. Those who manage ZTMC have something to hide: drop in production, increase in losses and debts, almost a thousand employees have been laid off. NABU is investigating a number of criminal cases based on the results of the activities of the incumbent management. At the same time, SPFU, for some reason, considers Lubennikov an effective manager. We will forward corresponding letters to the Government and to the Presidential Office. The respective documents will also be sent to NABU and Specialized Anti-Corruption Prosecutor’s Office, which, I am sure, will become the basis for new criminal cases,” summed up Chishinsky.