Standard & Poor’s deceives investors

Standard & Poor’s granted a high rating to the bank with cancelled registration and unknown owners.

PRAVDA.Ru once promised to find out, how such oligarchs like Vagit Alekperov (the president of LUKOIL) or such monsters as LUKOIL obtained their power and wealth. We have to say that such idle questions occur not only to journalists, but to serious politicians as well. There are good reasons for that.

Anatoly Kulikov, a deputy of the Russian State Duma, deputy chairman of the committee for security addressed with an inquiry to the chairman of the Russian Federation Central Bank, Sergey Ignatyev and to Moscow Prosecutor, Mikhail Avdyukov. The inquiries were about the violations of the Russian Federation Civil Code and of the federal law “About Limited Liability Companies,” “About Banks and Banking Activities” during the process, when Bank Petrocommerce was transformed from a limited liability company to a joint-stock company.

Here is the gist of the story. Once upon a time, there was Bank Petrocommerce. It was neither big, nor small. The bank had its shareholders. Someone sold a share and the bank had new shareholders. Unfortunately, the new shareholders of the bank represented the company LUKOIL and other companies, which were connected with this Russian oil giant. All shareholders of Bank Petrocommerce were getting along with each other very well until the default of the year 1998. LUKOIL had Bank Imperial, and the company was settling its bank questions with the help of this bank. However, Bank Imperial went bankrupt after the default, and that was the time, when LUKOIL recalled Bank Petrocommerce.

The meeting of shareholders of Bank Petrocomemrce took place on December 30, 1999. According to protocol №32, two-thirds of the total number of shareholders gathered for the session. They all represented either LUKOIL, or its branch companies. LUKOIL decided to do without other shareholders. Those shareholders made up a decision to transform Bank Petrocomemrce from a limited liability company to a joint-stock company. Needless to mention that the conditions of the deal were very good for them.

The law demands such decisions should be made by all shareholders unanimously. If not, then the decision will be null and void (due to the fact that the volume of property of a shareholder can be seriously cut or just abolished during the process of transformation). However, LUKOIL was not confused by it at all.

It is not easy for little people to struggle with big and powerful ones. In addition to that, the Central Bank preferred not to pay any attention to that blatant affair and did not register the new joint-stock company (although the Central Bank must strictly observe the law). An unforeseen trouble happened soon after that. One of the offended shareholders – the scientific and industrial concern Futurum went bankrupt. Court-appointed external manager Ury Selishev started looking into the matter regarding the concern and found out that they simply cast Futurum aside, and that there were countless violations in the matter of Bank Petrocommerce.

Futurum contributed some 100 thousand dollars in the authorized capital of Bank Petrocommerce, when the bank was being formed in the year 1992. This money was a part of the loan, which was raised from Sberbank of Russia (or Savings Bank). This loan has not been returned yet, and LUKOIL does not seem to return this money to Futurum. So, it happens that LUKOIL is holding Sberbank’s money. Furthermore, Futurum’s share ($100 thousand) has been allegedly redeemed by Vagit Alekperov and Sergey Kukura (the first vice president of LUKOIL) for ridiculous three thousand dollars. Nevertheless, loan funds are prohibited for any authorized capital contribution (both in 1992 and nowadays). But the Central Bank did not pay any attention to this little thing.

Furthermore, Bank Petrocommerce was founded with participation of foreign capital. Pursuant to the law “About Foreign Investments in the Russian Federation” of 1991, any changes of the charter are valid only after they are registered by the state. However, according to the data that the Central Bank submitted to courts, no changes were registered in the structure of shareholders until the year 2000. The decision on the reorganization was made by completely different people.

Yury Selishev, a legally educated man, sued the Central Bank at the Moscow Arbitration Court, and the latter upheld the suit on February 6, 2002 and cancelled the transformation of Bank Petrocommerce.

It deemed that everything was fine. However, our powers-that-be are not used to bowing their heads in front of a court, especially if it contradicted their wishes and needs. Bank Petrocommerce filed an appeal and attached a document to it, pursuant to which all shareholders and their deposits were excluded from the charter of the Bank on May 25, 1994, on the ground of the request from Vagit Alekperov, the chairman of the Board of Directors of the bank. The document was legalized by Nina Pankratova. Sergey Aleksashenko, the first deputy chairman of the Central Bank appointed this woman for the position of deputy chairman of the Moscow Central Directorate of the Central Bank in 1998. Nina Pankratova did not have the power of attorney to sign on behalf of the chief of the Central Directorate of the Central Bank in 1994.

The documents of doubtful contents and origin from the Central Bank of Russia raise loads of questions. If all shareholders were excluded in 1994, then why wasn’t that change registered in the charter, as it happened with ten other changes, which happened during that time? Why was Oleg Sirotkin registered as the chairman of the Board of Directors of Bank Petrocommerce, and not Vagit Alekperov? Who became the owner of the bank in 1994, who was making all decisions for eight years? Why didn’t the Central Bank register all those changes and violations? Therefore, the document, which was signed by Nina Pankratova , is illegal?

As it can be seen, the court of appeal is not supposed to be confused with such things of no importance. They decided that the norms of the federal law “About Limited Liability Companies” and the decision of the Moscow court (to return the property right on the share in the authorized capital of Bank Petrocommerce to the scientific and industrial concern Futurum) were not a good reason to fight with the principal bank of the company LUKOIL. As it turned out, police officers had not been able to execute that decision since 2000. They even returned the act of execution, being unable to do anything. This is because there are no more shares in the bank after its reorganization. Now the bank has stocks. Since there are no shares, then there is nothing to return. Yury Selishev asked the State Duma to help, but deputies did not achieve much, really.

Alexander Kozlov, the first deputy chairman of the Central Bank eventually said that there was nothing to correct, since there were no violations.

Deputy Prosecutor of Moscow Mr.Matyushov said: “Pursuant to Article 3 of the Federal law “About Proceedings of Execution,” the forced execution of courts’ decisions is to be done by the special service of police officers. In this case a claimant is entitled to address to the international department of the service of police officers on the address of a debtor to take measures for the institution of proceedings of execution.

The position of arbitration judges is simple: if there is a stamp of the Central Bank, then a document is lawful. The Office of the Public Prosecutor is supposed to check the lawfulness of evidence within a scope of a criminal case. Vagit Alekperov managed to convince the prosecutors not to fulfil their duties properly. This is the position of the Russian justice.

Bank Petrocommerce has a good reputation, it is in the top ten of Russian largest and most successful banks. The bank has very good partners both in Russia and abroad. Standards & Poor’s granted CCC+ rating to the bank in November of 2001, which is actually a very high rating. Apparently, the auditors of the agency did not bother themselves to check the state of things in Bank Petrocommerce, misleading the international business society. Is there any transparency or stability of a bank, if it is not clear, who owns it? What will happen to that rating from Standard & Poor’s, if the decision of the court is eventually executed?

Do foreign partners of the bank know that the bank has a burden of the unexecuted court decision, that there are several serious legal infringements? Do they know that the Central Bank of Russia, the Office of the Prosecutor General do not do anything about it? Do they know that this all looks like corruption? If it was all happening in the West, then it would end up with a crash of careers and with a prison. But this is happening in Russia, and everybody feels great about it. This is the Russian reality, unfortunately. Please, foreign investors, be on the alert. Mr.Alekperov might take something from you tomorrow otherwise.

Nikita Nebaluyev PRAVDA.Ru

Translated by Dmitry Sudakov