The property transferred to the authorized capital of "Moldovagaz" was not contributed at fair value, and the shares were determined incorrectly.
Thus, the share of the Moldovan government in JSC "Moldovagaz" can be 43.3%, and the Transnistrian side - 5.3%, and not 35.33% and 13.44%, respectively, as now. This is stated in the materials of the Accounts Chamber, presented on Friday in Parliament. As noted, the property invested by the shareholders during the creation of JSC "Gazsnabtranzit" and during the creation of JSC "Moldovagaz" was not assessed in accordance with the current regulatory framework and delimited properly. As noted, according to the data of the balance sheet of Moldovagaz, as of December 31, 2021, investments in the amount of 4 billion 720 million 927.1 thousand lei were registered, including: I) the size of the authorized capital of the established entities - 713 million 621.8 thousand lei, of which from the Right Bank side - 375 million 480.8 thousand lei and from the Left Bank side - 338 million 140.9 thousand lei, II) the amount of additional capital - 642 million 931.8 thousand lei (only for institutions of the Right Bank), III) the cost of revaluation of fixed assets transferred to the authorized capital - 3 billion 364 million 373.501 thousand lei (only for the subjects of the Right Bank). Thus, the amount of investments in the subjects of the Right Bank amounted to 4 billion 382 million 786.2 thousand lei, and investments in the subjects of the Left Bank - 338 million 140.9 thousand lei. The registration of investments in related parties was carried out as a result of the formation of the authorized capital of JSC Moldovagaz, which, in turn, went through several stages of formation: the establishment of JSC Gazsnabtranzit (11.08.1995) (subsequently renamed JSC Aprogaztransit), the establishment of JSC Moldovagaz (25.05.1999). The property invested in the establishment of JSC Gazsnabtranzit (11.08.1995) and in the establishment of JSC "Moldovagaz" (25.05.1999) was not valued and delimited according to the same principles that were used to pay off debts to Gazprom. Part of the property located on the right bank of the Dniester was considered to be contributed by the Transnistrian side, and the other part did not participate in the formation of the authorized capital, which provoked the risk of incorrectly establishing the shares in the authorized capital of Moldovagaz JSC and not reducing debts to Gazprom, a fact that materialized. Regarding the formation of JSC Gazsnabtranzit, the Accounts Chamber noted that on 07.10.1994, the implementation of the agreement between JSC Gazprom (Russia) and the State Concern Moldova-gaz on the creation with their participation of a joint-stock company with a mixed form of ownership was approved, confirmed by a parliamentary decree of 06.12.1994, according to which the Russian side should be transferred in the form of a share in the authorized capital of a joint-stock company, in payment of the debt of the Republic of Moldova to Gazprom, part of the property complex of the Moldova-gaz State Concern. Government Decree No. 302 of 05/12/1995 approved the draft Agreement on the establishment and the charter of the joint Moldovan-Russian Closed Joint-Stock Company Gazsnabtranzit, establishing that the authorized capital will be formed at the expense of the state property of the Republican enterprise of main gas pipelines Moldovatransgaz and the Regional Directorate of Main Gas Pipelines "Tiraspoltransgaz”, transferring to it the property existing as of 10/01/1994, estimated as of 01/01/1994 in the amount of 439.9 million lei ($104 million). According to the statements of the previous control of the Accounts Chamber, “the initial value of the property was assessed in accordance with the provisions of the government decree of 03/05/1993, and the indexation of fixed assets was calculated in accordance with paragraph 2 of Appendix No. 1 to it, without taking into account paragraph 4 of Appendix No. 2, whose norms are contradictory. According to Article 9 (2) of the Law on Foreign Investments of April 1, 1992, the contribution to the authorized capital of an enterprise must be valued at world prices, which is not confirmed for the corresponding period. According to the Accounts Chamber, when JSC Gazsnabtranzit was established, the lists for assessing the property of Tiraspoltransgaz in the amount of 96 million 782.4 thousand lei included the property located on the right bank of the Dniester in the total amount of 61 million 875.04 thousand lei ($ 14 million 627.7 thousand), of which 61 million 867.98 thousand lei were identified in the Act of acceptance and transfer of fixed assets associated with the complex of gas pipelines located in the south of the Republic of Moldova, drawn up on 30.06.1999 by the Regional Department of Main Gas Pipelines "Tiraspoltransgaz" and JSC Moldovatransgaz, they affected the reliability of the calculation of the share of the founders, as well as the amount of debts repaid for gas, which were calculated in accordance with the contribution of the property of the Moldovatransgaz and Tiraspoltransgaz enterprises to the property of the mixed Moldovan-Russian Closed Joint Stock Company Gazsnabtranzit (renamed on 12.11.1997 at JSC Aprogaztransit). Thus, in the above circumstances, the materialization of the risk of an unjustified increase in the debt of the Right Bank for natural gas in the amount of $ 7 million 313.85 thousand and an unjustified understatement of the debt of the Left Bank by the same amount, as well as an underestimation of the share of the government of the Republic of Moldova in the authorized capital of JSC Gazsnabtranzit. The control of the Accounting Chamber, carried out in 2002, showed that out of the total length of the main gas pipelines crossing the territory of Moldova along the Right Bank and the Left Bank, which amounted to 542.9 km, only 416 2 km, which is only 76% of their length or 126.7 km less. Thus, only a part of the property managed by Moldovatransgaz and Tiraspoltransgaz was contributed during the establishment of JSC Gazsnabtranzit, but as a result, it managed the property that was not contributed to its authorized capital. The Moldovagaz company was established in 1999 as a result of reorganization through the merger of the Moldovagaz State Concern and the joint Moldovan-Russian enterprise JSC Gazsnabtranzit (later renamed JSC Aprogaztransit). At the end of 2021, the authorized capital of JSC "Moldovagaz" amounted to 1 billion 332 million 908 thousand lei, the owners of which, according to registrations from the registers of the Unified Central Securities Depository, were the following shareholders: JSC "Gazprom" - 50% or 666.5 million lei ($145.3 million at the exchange rate of lei against the dollar as of 01.07.1997); Moldova, represented by the Public Property Agency - 35.33% or 470.9 million lei ($102.7 million); Transnistrian region - 13.44% or 179.1 million lei ($39 million); other legal entities and individuals who own only 1.23% of shares or 16.4 million lei ($3.5 million). As noted in the materials of the Accounts Chamber, the amount of property contributed by shareholders to the authorized capital of JSC Moldovagaz (1999), due to which the debts for natural gas supplied by Gazprom, were to be reduced, is difficult to determine, being subject to a high risk of underestimation. Despite the fact that, in accordance with the Agreement of the company, property (net assets) in the amount of 1 billion 332 million 908 thousand lei should have been contributed to the authorized capital of Moldovagaz JSC, at the time of the establishment of the enterprise (01.07.1999) the net assets contributed founders, amounted to only 713 million 817.3 thousand lei, or 619 million 090.9 thousand lei less, being reflected in the balance sheet account "Unpaid capital". The determination of the value of net assets (property) that were contributed to the authorized capital of Moldovagaz JSC, as well as liabilities and debts to the founders, was carried out with numerous shortcomings in accounting, differentiation and identification. According to the auditors of the Accounts Chamber, an important aspect that was not taken into account when identifying the contributed property is that this entity (JSC Moldovatransgaz) records both the property of the founders and the debts to Gazprom, as a result, the income was not correctly identified and losses of the founders when contributing property to the authorized capital. For example, according to the company's agreement, the contribution of property and the repayment of debts must be made according to the situation on 01.07.1997 (the exchange rate of 1 US dollar was 4.5875 lei), while the property was contributed as of 01.07.1999 (the exchange rate of 1 US dollar was 11.3444 lei). Thus, the negative exchange rate difference associated with the debt to Gazprom, which must be repaid by contributing property from the other shareholders (the Government of the Republic of Moldova and Transnistria), represents a loss for Gazprom and income for other shareholders. Although JSC Moldovatransgaz reflected the corresponding exchange rate difference at its cost to expenses and to increase in debt, the net assets of Moldovatransgaz contributed to the authorized capital of JSC Moldovagaz were not adjusted (increased). As noted, in September 2009 JSC "Moldovagaz" reflected on the adjustment of the results (income) of previous periods the exchange rate difference existing in December 2001 (495 million 317.3 thousand lei), compared with the exchange rate existing on 01.07.1997, not taking into account the fact that the corresponding income belongs to Moldovagaz only for the period 07.01.1999 - December 2001. As a result, the net assets of Moldovatransgaz JSC and Tirapoltransgaz JSC contributed to the authorized capital of Moldovagaz JSC must be increased by 319.6 million lei and, accordingly, by 85.6 million lei. As a result of the audit, it was established that the value of the property assessed for contribution to the authorized capital of Moldovagaz JSC is less than the value of the property of Gazsnabtranzit JSC, which should have been contributed to the authorized capital of Moldovagaz JSC, (by 39 million 052.04 thousand lei) and the one that was actually contributed (by 225 million 346 thousand lei). The reason for this situation may be the assessment and introduction of main gas pipelines from the right / left bank of the Dniester, which did not participate in the formation of the authorized capital of JSC Gazsnabtranzit. At the same time, these additional contributions of property to the authorized capital of JSC "Moldovagaz" (about $ 49 million 121.75 thousand) did not participate in reducing debts to Gazprom. The audit found that the value of the property contributed to the authorized capital of JSC Moldovagaz, through which the debt for gas supplied by Gazprom was to be repaid, does not correspond to the value of the property assessed for contribution to the authorized capital of JSC Moldovagaz. Thus, the government of the Republic of Moldova contributed property worth 15.5 million lei ($3.38 million) more, while the Transnistrian side did not contribute property worth 17.97 million lei ($3.92 million). As a result, a debt to the Public Property Agency in the amount of 15.5 million lei and as an unpaid capital/liability of the Transnistrian side in the amount of 17.97 million lei ($3.92 million) should have been registered. As noted, JSC "Moldovagaz" incorrectly assessed the property contributed to the authorized capital. Thus, according to the Control Act of the Audit Commission dated February 21, 2005, it was indicated that the value of the property additionally contributed by the government and the Transnistrian side amounted to 25 million 106.1 thousand lei and, accordingly, 72 million 907.2 thousand lei. As a result, in December 2004 the additional capital of AO Moldovagaz was unjustifiably increased by these amounts. “Based on the above, the audit mission testifies that the shares in the authorized capital of Moldovagaz JSC were distributed improperly, according to the estimates made by the audit, they should be as follows: Gazprom JSC - 50%, the Government of the Republic of Moldova - 43.3% and the Transnistrian side - 5.3%," the Report of the Accounts Chamber says. As noted, despite the fact that in 2005 the property contributed by the Transnistrian region to the authorized capital of JSC "Moldovagaz" was actually withdrawn, de jure it retains its status as a shareholder to this day. Although the Law on Joint Stock Companies does not grant shareholders the right to withdraw their contribution to the authorized capital, including the property contributed during the creation of the company, in 2005 the Transnistrian region withdrew the property contributed during the creation of Moldovagaz JSC and withdrew from participation as a shareholder of JSC "Moldovagaz", however, it continues to participate in the management of JSC "Moldovagaz" through "Gazprom". // 03.03.2023 — InfoMarket
