Банкеръ Weekly



The apparently boring decisions voted by the General Assembly of Industrialen Investment Co., which took place on May 10, 2001 disturbed the existing peaceful atmosphere there. The company is much more popular as the fund of Czech Europa Capital Management (ECM). The disagreement demonstrated by some of its founders is about to bring dragging court procedures for the company. The reason, as usually, can be found in money. The replacement of some Board of Directors members ran emotions so high that many of the concerned started showing some affairs up. According to Tsacho Filkov, one of the replaced board members and former division manager at the bankrupt Slavyany Bank, a number of procedures were violated at the forum.
Filkov said that Industrialen Investment Co. shareholders were not presented the last year PL account. Besides, the document proving that Spas Shopov is a legal representative of the Cyprus Enerholding - one of the biggest shareholders, was also missing. After the closing of the assembly, the shareholders did not receive the protocol. On the basis of these violations Tsacho Filchev and the others plan to place a claim at court for declaring the decisions of the Assembly null and void.
Borislav Kirov, the Industrialen Investment Co. Executive Director, however, seems to have a quite different opinion. According to him the only reason for Filkov's attacks is his desire to remain a board of directors member as long as possible, since that implies handsome monthly remuneration. He will keep receiving these remunerations only in case the May 10, 2001 General Assembly decisions are dealyed from coming into force. Similar development seems rather possible. That is supported by the statement of another shareholder, Srebrin Iliev, working for the former Slavyany Bank official, who said that not less than eight claims for invalidation of the General Assembly decisions will be placed at court.
Executive Director Kirov said that the General Assembly was fully legitimate. According to him all necessary documents were at the disposal of all interested participants, but Filkov and Iliev did not request to see them. The PL account was printed in two copies only, but they were available for each shareholder. The Letter of Authorisation, issued by Enerholding to Spas Shopov, was fully legitimate. Obviously the Sofia City Court will have to decide where the truth is. One thing is for sure - the dispute will not close soon.
Yet the tensions around Industrialen Investment Co. will not be settled just by declaring the legitimacy of the May 10, 2001 General Assembly decisions. Filkov and Iliev intend to claim violations which occured last year. According to them in the period May - November 2000 the Board of Directors did not meet at all. While according to the Statutes the Board should meet once monthly. Even the State Securities Commission was informed about this fact. The managers of the former privatisation fund have sent a fax to SSC, indicating that the Board has met three times during that period.
Some decisions were made through simple majority vote, and not unanimously, as indicated in the statutes, claims Filkov. According to Borislav Kirov, the amendment of statutes was made at Industrialen Investment General Assembly last spring. While Filkov insists that no text like that sort was voted then. Which means that the Board of Directors has presented statutes to SSC which were not voted by the General Assembly. It is again the court, which will have to decide whether this is true or not.

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