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Meroni: Ventbunkers 23 December 2011 shareholders meeting - falsified

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In Latvia there are no problems in registering fake documents, especially when the most notorious and skillful forger of shareholder meetings – Martins Kveps – is involved, Rudolf Meroni, Chairman of AS Ventbunkers Supervisory Board, said in an interview to BNN.

Baltic news, News from Latvia, BNN-NEWS.COM, BNN-NEWS.RUWhat happened on the 23rd of December 2011, when a meeting of certain shareholders of AS Ventbunkers changed the Supervisory Board?

We can clearly establish what happened on the 23rd of December 2011. Some minority shareholders gathered under the lead of the notorious lawyer Martins Kveps. Even though no such a meeting had been convoked by the legitimate management of Ventbunkers, this criminal group alleged that this was a Shareholders’ Meeting. The real Shareholders’ Meeting took place on December 20, 2011. At that meeting, more than 70% of the real legitimate shareholders of Ventbunkers were represented and have reconfirmed the existing Supervisory Board of the Company.

On the 23rd of December, there were less than 30% of the Shareholders represented. The falsification, which Kveps did, was as in two aspects: First, Kveps held a meeting which was never convoked as a Shareholders’ Meeting of Ventbunkers; and, Second, he introduced and accepted as Shareholders the companies Steropes Ltd and Gyges Ltd., which are not and which never ever were Shareholders of the company Ventbunkers.

So in the result, the situation was as follows: on a date, on which no Shareholders’ Meeting was convoked two companies, which are not shareholders of AS Ventbunkers reunited with a minority group of Shareholders and alleged, that this was a real Shareholders’ Meeting. The falsified documents were signed by Kveps, and submitted to the Register of Enterprises by an associate of Kveps’ law firm. On the face of the papers, for the Register of Enterprises everything looked normal. Therefore, the registration was made. Obviously, it is too simple to submit false documents and effect a change in the management of a company.

Why did these falsifications happen and who was behind it?

The question who stands behind this brutal falsification can be easily answered. If you look at the list of the shareholders who participated at the false meeting, it becomes very clear who is responsible.

Obviously, everything was orchestrated by Kveps, who probably is the most famous and most skillful falsifier of Shareholders’ Meetings in Latvia. With him the following companies participated:

The company Kement was represented by Janis Berkis. This company is owned by his father Olaf Berkis, who by coincidence was elected to become the Chairman of the Supervisory Board of Ventbunkers. Also present were the company Topmar Baltic Investments, which is beneficially owned by Oleg Stepanov. Stepanov’s puppet Alexey Ovod was also elected to the Supervisory Board. The two companies (who are not Shareholders) Steropes and Gyges were represented by Janis Junkers, who also was elected to the Supervisory Board. These companies are beneficially owned by Igors Skoks and Gennady Shevcovs.

Now, the most intriguing point was that the company Optima Management was also represented at this Meeting by Gatis Klimas, who was elected to the Supervisory Board. Surprisongly, Optima Management also participated at the legitimate Shareholders’ Meeting of December 20. It is very well knows that Optima Management is close to the Lembergs family. And, last but not least, Anrijs Lembergs and his sister Liga also participated. From this, it becomes clear, that the brutal falsification was also supported and accepted by the Lembergs family. There is a rumor that the participation of the Lembergs family was managed by Edgars Jansons.

Why was it so important to get these illegal changes registered shortly before the year end?

There may be several reasons. First of all, there are a few very important court cases ahead in the beginning of this year 2012. Probably, the falsifiers wanted to be able to represent Ventbunkers in Court in the case against Litasco. It is well known that the whole dispute with Litasco is only related to the defrauding of income from Ventbunkers by exactly these minority shareholders, which falsified the Shareholders’ Meeting (except Lembergs). Additionally, they probably planned to implement again some criminal schemes to steal additional money from Ventbunkers by signing some agreements just before the year-end, similarly as was done at the end of 2009.

But now you and your team is back in power in Ventbunkers? How was it possible?

Ventbunkers has submitted its complaint to the Register of Enterprises and to the criminal investigation authorities. Additionally the Ventbunkers Management made certain precautions. As the threat of falsifications was apparent since August, some reserve meetings had been convoked and the Shareholders’ Meeting on December 26, 2011 decided on the corrections.

Can you explain, how a person can illegally take control over another company and register this in the Enterprise Register? How is it possible and how can the Register of Enterprises be deceived?

Unfortunately, it is too simple. A falsifier simply falsifies a Shareholders’ Meeting, which has never been convoked and at which not a majority of the Shareholders of a company take part. But the paper (wrongly) states the opposite. On the face, such a document may look genuine.

Unfortunately, the Register of Enterprises refuses to verify the documents submitted to it, even if it is warned. The Register of Enterprises acts like a blind machine and registers any documents, be they false or not, which fulfill the formal requirements, which have been set by the Register. Even if the Register receives a substantiated warning by the legitimate Shareholders, the Register does not exercise any control, whether documents are genuine or false. This is obviously an invitation for criminal minds to make such falsifications and even be successful with the Registration.

The Law must be changed. In this area, the Latvian legislation has a major defect. It allows the registration of false documents, even if the register is warned. Most countries in Western Europe, have a special system, that the legitimate shareholders, who become aware of attempts of some criminals to take over control over the Company, can warn the Register. The Register then stops the registration and refers the matter to a decision by the Civil Courts. These systems work pretty normal in Western Europe.

Latvia, however, has nothing to protect the legitimate Shareholders. This defect in the Latvian legislation must be corrected. It is a must for a functioning economy.

P.S. When BNN was preparing the interview for publishing, it unfortunately turned out that more than 70% of shareholders’ interests are not protected. The Enterprise Register has revoked its entry of AS Ventbunkers Supervisory Board and its Chairman Rudolf Meroni. The management of the company was returned back in the hands of the minority shareholders.

BNN expects that the aggressive attempts to take over one of the leading oil transit companies are not even close to being over once and for all.


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