The developer of the Pirogovskaya Riviera residential complex (SZ ComfortInvest LLC), known in the connections with the media reports about the seizure of a large construction holding Ilgar Hajiyev SDI Group LLC (subsidiary legal entities are building residential real estate with an area of 669 thousand sq m), lost the control of the majority founders and continues to sell apartments while in prison.
In the new agreement on the equity participation of a two-room apartment in the Pirogovskaya Riviera residential complex, received at the developer’s sales office, OOO SZ ComfortInvest acts as the seller of the living space, the general director Nikita Danilchenko, dismissed by the majority founders (jointly owns 70% of the authorized capital) at the end of April 2019, now detained and by the decision of the Kuntsevsky court of the capital, was taken into custody. This was reported by the network edition “Lenpravda”. He is suspected of a serious crime against the person.
At the beginning of June 2020, in the community uniting equity holders of the Pirogovskaya Riviera on the WhatsApp social network, there were reports that the developer resumed the procedure for registering ownership of premises in the leased buildings of the residential complex. A group member posted a fragment of the apartment purchase and sale agreement signed by the removed CEO. A study carried out by extrajudicial experts from KBK-Expert at the request of the majority founder LLC Stil (owns 51% of the authorized capital of LLC SZ ComfortInvest), established stable signs that this signature was made by another person, i.e. was probably fake.
At the disposal of the editors was a payment order to transfer a cash loan in the amount of 95 million rubles. from the developer’s account to a certain ARPT JSC. On the same day, a loan for the same amount to the same ARPT JSC was issued by another company – Akkord Spetsstroy LLC, the general contractor for the construction of the Akkord residential complex. Smart-quarter “. This complex is the second in terms of living space projects of the SDI Group LLC, a holding company over which, according to Ilgar Hajiyev, he lost control in February 2019.
So what happened to the loan provided by OOO NW ComfortInvest? Perhaps this transaction was blocked by the bank, since Article 18 of the Federal Law No. 214-FZ “On Participation in Shared Construction of Apartment Buildings” operations to write off funds from the developer’s current account are strictly limited by law and the provision of loans is not included in the permitted list of operations. Is the conclusion of a loan agreement for the specified amount within the competence of the director, or should it have been agreed with the founders? If the latter, then it is doubtful that such a deal was ever agreed by the actual founders.
Soon after these events, the legal owner of SZ ComfortInvest LLC Ilgar Hajiyev (18.57% of the capital belongs to himself, and 51% through the controlled LLC Stil) dismissed Danilchenko from the position of general director, and in his place the owners of the largest share in the company appointed Regina Ishmakova.
However, soon the founders faced numerous difficulties in legalizing their decisions. At first, the registration of the appointment of a new manager was suspended due to the securing of the loan of the co-founder, Albert Imanilov. Imanilov owns 30% of the shares in the authorized capital of the company.
According to the materials of the court case, Albert Imanilov borrowed 4.5 million rubles. from Emil Zohrabov, and he demanded through the court to secure the execution of the loan of Imanilov’s shares in the authorized capital of LLC SZ ComfortInvest. The corresponding claim from Zohrabov was submitted to the Odintsovo City Court of the Moscow Region simultaneously with the re-registration of the General Director.
However, on September 9, 2019, the Judicial Collegium for Civil Cases of the Moscow Regional Court canceled the corresponding ruling (prohibiting the registration of amendments to the Unified State Register of Legal Entities), adopted earlier by the Odintsovo City Court of the Moscow Region, recognizing interim measures as one of the ways for third parties to gain corporate control over ComfortInvest. This turnover is a legal synonym for the term “raiding”.
In addition, the collegium of the Moscow Regional Court indicated that the judge of the Odintsovo City Court did not have legal and factual grounds for taking the declared interim measures, and also drew particular attention to the fact that the contractual jurisdiction declared by the parties in the Odintsovo City Court did not correspond to any real economic and legal content. Later, the ruling of the Moscow Region Court was confirmed by the General Jurisdiction Court of Cassation in Saratov.
And yet, no entry was made in the state register about the change of the general director. On December 5, 2019, the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 46 for Moscow made a decision to suspend state registration, guided by a decree banning registration actions from the FSSP administration in the SEAD of Moscow. The latter was issued by the FSSP on the basis of enforcement proceedings No. 417667/19/77056-IP of the bailiff AV Petrov. We could not find a document with such details in the electronic bank of the FSSP enforcement proceedings.
Thus, the owner claims that he actually lost control over the company, and the actual management was carried out by the dismissed top manager, who was soon physically removed from the ability to manage the legal entity.
According to the publication www.newia.ru , law enforcement officers may discern corpus delicti, for example, fraudulent actions, in the actions of the responsible persons of the developer SZ ComfortInvest LLC, believes Artyom Antonov, a lawyer from the Moscow Legal Center collegium.
He predicts difficulties in obtaining ownership documents from buyers who entered into transactions after the order to change the general director of the company.
The founder of SZ ComfortInvest LLC Ilgar Hajiyev, who is now in London, responded to our inquiry. “As an owner, albeit removed from management, I, of course, am interested in the sale of as many apartments as possible, as well as in gaining control over the developers of the Pirogovskaya Riviera and other legal entities, plus access to the legal entities to construction sites in the residential complex “VernadSKY” and the residential complex “Accord. Smart-quarter, “Hajiyev says. “After all, I left Russia at a stage when all the structures were actually already started up, and all that remained was to“ collect the return”, that is, profit.”
“But as a builder with experience, I cannot but know what consequences such schemes can lead to homeowners. It is especially offensive that people will unwittingly identify their future problems in the absence of the guilty parties with my name, ”concludes Ilgar Hajiyev.
Denis Mitrofanov, the head of the law firm “Power of the Law”, is convinced that under the current conditions the developer has no legal right to accept and dispose of funds from equity holders and owners. “If the detention of the general director in a pre-trial detention center in theory is not a legal restriction for the activities of society by virtue of the issuance of a power of attorney, for example, although I do not know about such episodes, then the decision to dismiss the founders from office is definitely an obstacle to the implementation of activities,” Mitrofanov says.