The chamber has found the “Rosnano” related-party transactions

Chairman of the Board of JSC “RUSNANO” Anatoly Chubais

Available RBC was a complete version of the report of the accounting chamber on the audit of JSC “Rosnano” for 2010-2015, excerpts of which the Agency released in April 2016. Auditors analyzed the use of “RUSNANO” funds attracted under the state guarantees, evaluated the effectiveness of their use and the risks of non-fulfilment of obligations, secured by state guarantees. RBC got acquainted with the claims Department and invited the representatives of the “RUSNANO” to answer criticism of the company.

Put the point of return to profitability

In December 2015, “RUSNANO” approved the program of development until 2020, which replaces the previous business plan until 2020, which the company adopted in late 2014. The program was coordinated Federal property management Agency and Ministry of economic development. In the new document plans of an exit “Rosnano” projects 2015-2016 were shifted 2017-2019, and the completion of unprofitable activities — 2014-2016 2015-2017, said the chamber. 2017 “Rosnano” have to start to repay a large amount of liabilities on bonds, and on loans of the savings Bank. Only in 2017, the company has to repay RUB 47.2 billion, which is about 37% of its loan portfolio by 30 June 2015. In the rules of providing state guarantees for the debts of “RUSNANO” approved by the government in 2010, not established methods of analysis of the financial condition of the company, the report said (this is included in the powers of the Ministry of Finance).

The representative “Rosnano” Alexander Barkhatov told RBC that the new programme the Board of Directors approved by the Directive of the government and the recommendations of the economic development Ministry, under which state companies must annually update long-term forecasts. According to Barkhatova, differences in performance can be explained by the fact that in the new program they are formed according to the principles of IFRS and previous — over. “Risk assessment was extremely conservative due to the deterioration of economic forecasts”, — he stressed. This, he explains shifting release dates of some projects: “Rosnano” are required to respond to external factors, to ensure maximum return on investment, he added.

Barkhatov added that by the end of 2015 “Rosnano” has exceeded the plan for revenues by 39% (1.9 billion rubles), including due to the exit from the project “Metaclay” not “according to plan”, and in the most favorable moment. He also noted that already by the end of 2014 “Rosnano” received a profit of about 8 billion roubles and in 2015 — about 17 billion roubles under IFRS.

Put out their old debts by new ones, obtained under the state guarantees

Development program “Rosnano” provides additional measures of support of state companies in 2016-2020 70 billion rubles in state guarantees on loans, the report says audit chamber. These funds RUSNANO shall have the right to direct the repayment of loans or bond loans. In other words, the program provides the opportunity to get under the state guarantees loans to repay old loans, the audit says. In the program “Rosnano” refers to the possibility of failure 70 billion rubles of state support “key risk”.

The need for additional measures of state support of the head of “RUSNANO” Anatoly Chubais explained the cash gaps that the company might face in the years 2017-2021. According to him, were studied variant in which the support ends after 2015 and cash shortages are covered by the outputs from the previously made investments, but then the “Rosnano” would be left with virtually no investment resources.

In the audit chamber report also notes that “Rosnano” partially repaid two loans obtained in the savings Bank under the state guarantees, with funds from two bond issues of series 04 and 05, also placed under the state guarantees.

“Rosnano” does not use borrowed funds to refinance debt, says a company representative. The loan from Sberbank in the amount of RUB 1.91 billion, which cites the example of the accounting chamber, “Rosnano” repaid on August 28, 2014 due to state subsidies. Means of the bonded loan of a series 04 the company has completely used up to 30 Oct 2012, so it could not serve as a source for repayment of this loan, says Aleksandr Barkhatov. When used in place of funds received through the issuance of bonded loan of 05 series, he did not elaborate.

Conducted related-party transactions that caused the conflict of interest

Placement of bonds by the state Corporation “Rosnanotech” (legal form of “RUSNANO” until 2011) and JSC “RUSNANO” series 01-05 were related party transactions, says the report of the accounting chamber. The person with the interest was the Chairman of Vnesheconombank Vladimir Dmitriev, according to the auditors. VEB was the largest purchaser of securities of the series 01-05 and Dmitriev at the same time was a member of the Supervisory Board of Rosnanotekh, and then a member of the Board of Directors “Rosnano”. This resulted in “a conflict of interests of stakeholders and non-profit organizations”, the document says.

In “Rosnano” knew that Dmitriev is an interested party in this transaction so approved before the Commission in full accordance with the Russian legislation, says a company representative. From the conclusions of the accounting chamber does not follow that “there were violations,” said RBC representative of the company. The representative of audit chamber in response to the request of RBC said that despite the issues in the report, transactions on placement of bonds made in accordance with the law”.

In the event of a conflict of interest transaction must be approved by the authorities without a vote of a person who has a conflict of interest: in this example, Dmitriev was not supposed to participate in the voting of the Board “RUSNANO”, said partner law office A2 Mikhail Alexandrov. According to him, there “it is difficult to talk about conflict of interests: the Chairman of VEB is appointed by the President of Russia and members of the Board of Directors of “RUSNANO” approved by the government — that is, here and there, “Dmitriev was represented by education, the owner of which 100% is state”. “In such circumstances, a conflict of interest can be stated only if you make a convincing argument for the fact that Dmitriev was personally interested in the fact that the bonds were placed in the Vnesheconombank”, — said the lawyer.

In the reception room of Vladimir Dmitriev, who is now Vice-President of the chamber of Commerce and industry (CCI), RBC forwarded to the Bank, in a press-service VEB — in the court of auditors.

Invested in projects that are not related to nanotechnology

Spot checks of audit chamber have shown that a number of projects which have invested RUSNANO, do not belong to the field of nanotechnology. In addition, four projects of the company are interrelated in terms of the technologies they develop and use.

So, Galileo suggested the creation of enterprises for the production of labels, radio frequency identification (RFID) and metallized packaging materials; draft “PCT-invent” — the development of Russian RFID chip; the project “Store of the future” — the introduction of retail RFID technology; the project “Polysilicon” is the creation of large-scale complex producing polycrystalline silicon monosilane.

The rector of MEPhI Mikhail Strikhanov and Director of the Institute of silicate chemistry of the. Grebenschikov, Vladimir Shevchenko, which are included in the scientific and technical Council of RUSNANO has reached a negative conclusion on the ownership of these projects to the field of nanotechnology, the report said. In the project “Polysilicon” “there is no scientifically-the technical novelty and uncertain commercial perspective”, wrote in its recommendations, the Ministry of economic development. Despite the negative reviews for these projects “Rosnano” has spent up 10.47 billion rubles at the expense of loans and bonds, secured by state guarantees, said the chamber.

All procedures, including the approval of the scientific and technical Council of RUSNANO has complied with, disagree Barkhatov. “Dissenting opinion of some experts, the scientific and technical Council always takes into account, since each of them is authority in science. But the decision, the Council shall by a majority of votes”, — he reminded. Also RUSNANO presented the chamber of accounts conclusion the Ministry of education, which is the organ of management and coordination of the company. The Ministry confirmed that all of these projects belong to the field of nanotechnology, said Barkhatov. According to him, just for today, the Council rejected 31 projects, 24 — by reason of failure to prove the presence of nanotechnology.

Out of the draft with a loss instead of profit

The chamber selectively reviewed the documents on the implementation of “RUSNANO” 18 projects with a total investment of 34.8 billion rubles. of the 16 projects of “RUSNANO” was published until September 30, 2015, the output from two more scheduled for 2017 and 2018. Admission to “Rosnano” from these 16 projects amounted to 14.4 billion RUB — on RUB 10.8 billion (or 42.8%) less in funding (25.2 billion rubles). For example, in “Polysilicon” 2009 “Rosnano” invested 16.4 billion rubles., of which 9.4 billion rubles — funds issued under the state guarantees. The output from the project “Rosnano” received only 6 billion rubles. the Aim of the project “Polysilicon” was not achieved, therefore, the chamber recognized its inefficient.

Barkhatov agrees that, between 2007 and 2015, RUSNANO has invested in 107 projects, so that the selection of the accounting chamber amounted to less than 20% both by number and by volume of invested funds. Because of the specificity of the activity related to high risk, negative results on some of the projects are in line with industry practice, he said. The average yield of “RUSNANO” for the entire period of operation until 31 December 2015 is 5.3%, Barkhatov said.

With the participation of Yulia Polyakova, Ivan Osipov