Quarterly report "Interregional Distribution Grid Company of Centre", Joint-Stock Company

QUARTERLY REPORT
"Interregional Distribution Grid Company of Centre",
Joint-Stock Company
Issuer’s code: 10214-A
FOR QUARTER I, 2010
Location: 4/2 Glukharev lane, Moscow, 129090 Russian Federation
The information containing in this quarterly report is subject to disclosure in accordance with the legislation of the Russian Federation on securities.
General Director
Date: May 14, 2010.
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____________ E.F. Makarov
signature
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Director for the accounting policy
Date: May 11, 2010.
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____________ S.Yu. Puzenko
signature
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Contact person: Principle Specialist of the Department for Corporate Governance of IDGC of Centre Yulia Dmitriebna Staryh
Phone: (495) 747-9292 #3286
Fax: (495) 747-9295
e-mail: Staryh_YD@mrsk-1.ru
Internet website used by the issuer for the information disclosure, containing in this quarterly report: www.mrsk-1.ru
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Table of contents
Introduction
Grounds of the issuer’s obligation to fulfill information disclosure in the form of the quarterly report
The issuer performed registration of securities prospectus in relation to securities.
S.Yu. Puzenko, Director for the accounting policy of IDGC of Center, JSC, exercises functions of the Chief accountant of IDGC of Centre, JSC in accordance with concluded employment agreement No. 33 dated 21.05.2007 and staff schedule of the Company.
The present quarterly report contains estimations and forecasts of the authorized governance bodies of the issuer concerning future events and/or actions, prospects of development of the economy sector, in which the issuer carries out its primary activity, and results of activity of the issuer, including plans of the issuer, probability of occurrence of the certain events and fulfillment of certain actions. Investors should not fully rely on estimations and forecasts of governance bodies of the issuer as actual results of activity of the issuer in the future can differ from those predicted for many reasons. Purchase of securities of the issuer is connected with the risks described in the present quarterly report.
I. Brief data on the persons forming a part of the governance bodies of the issuer, data on bank accounts, on the auditor, appraiser and the financial adviser of the issuer, and also on other persons who signed the quarterly report
1.1. The persons who are a part of the governance bodies of the issuer
Issuer’s Board of Directors
Full name
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Year of birth
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Sergey Borisovich Kosarev (Chairman)
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1960
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Tatiana Alexandrovna Seliverstova
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1972
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Alexander Markovich Branis
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1977
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Sergey Nikolaevich Ivanov
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1961
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Evgeny Fedorovich Makarov
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1955
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Sergey Nikolaevich Popovsky
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1971
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Denis Alexandrovich Spirin
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1980
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Alexander Grigorievich Starchenko
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1968
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Sergey Borisovich Syutkin
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1959
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Maria Gennadyevna Tikhonova
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1980
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Roman Alexeevich Filkin
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1983
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Issuer’s Sole Executive Body
Full name
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Year of birth
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Makarov Evgeniy Fedorovich
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1955
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Issuer’s collegial executive body
Full name
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Year of birth
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Evgeny Fedorovich Makarov (Chairman)
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1955
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Sergey Alexandrovich Arkhipov
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1967
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Evgeny Alekseevich Bronnikov
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1974
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Ivan Petrovich Kleymenov
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1960
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Rustem Lenorovich Nabiullin
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1961
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Sabir Rafikovich Agamaliev
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1977
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Vadim Nikolaevich Fedorov
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1972
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Sergey Anatolievich Shumakher
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1955
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1.2. Data on bank accounts of the issuer
Information on the credit organization
Full company name: "Bank of Moscow " Joint-Stock Commercial Bank (Open Joint-Stock Company)
Abbreviated company name: "Bank of Moscow ", JSC
Location: 107996, Moscow, Rozhdestvenka Street, 8/5, bld.3
Taxpayer identification number: 7702000406
BIC: 044525219
Number of the account: 40702810800120001813
Correspondent account: 30101810500000000219
Type of the account: rouble settlement account
Information on the credit organization
Full company name: "TransCreditBank", Open Joint-Stock Company
Abbreviated company name: "TransCreditBank", OJSC
Location: 105066, Moscow, Novaya basmannaya Street, 37А
Taxpayer identification number: 7722080343
BIC: 044525562
Number of the account: 40702810300000006996
Correspondent account: 0101810600000000562
Type of the account: rouble settlement account
Information on the credit organization
Full company name: VTB Bank branch (joint-stock company) in Belgorod city
Abbreviated company name: VTB Bank branch (JSC) in Belgorod city
Location: 190000, St. Petersburg, Bolshaya Morskaya 29
Taxpayer identification number: 7702070139
BIC: 041403757
Number of the account: 40702810616000001807
Correspondent account: 30101810400000000757
Type of the account: rouble settlement account
Information on the credit organization
Full company name: "Bank of Moscow " Joint-Stock Commercial Bank (Open Joint-Stock Company), Kursk branch
Abbreviated company name: "Bank of Moscow ", JSCB (OJSC), Kursk branch
Location: 107996, Moscow, Rozhdestvenka street, 8/15 bld. 3
Taxpayer identification number: 7702000406
BIC: 044525219
Number of the account: 40702810700520002399
Correspondent account: 30101810500000000219
Type of the account: rouble settlement account
Information on the credit organization
Full company name: "Bank of Moscow " Joint-Stock Commercial Bank (Open Joint-Stock Company), Kursk branch
Abbreviated company name: "Bank of Moscow ", JSCB (OJSC), Kursk branch
Location: 107996, Moscow, Rozhdestvenka street, 8/15 bld. 3
Taxpayer identification number: 7702000406
BIC: 044525219
Number of the account: 40702810000520002400
Correspondent account: 30101810500000000219
Type of the account: rouble settlement account
Information on the credit organization
Full company name: Joint-Stock Commercial Savings Bank of the Russian Federation (Open Joint-Stock Company)
Abbreviated company name: Savings Bank of Russia, JSC
Location: 117997, Moscow, Vavilov street, 19
Taxpayer identification number: 7707083893
BIC: 044525225
Number of the account: 40702810540020002105
Correspondent account: 30101810400000000225
Type of the account: rouble settlement account
Information on the credit organization
Full company name: "Absolut Bank" Joint-Stock Commercial Bank (Closed Joint-Stock Company)
Abbreviated company name: "Absolut Bank", JSCB (CJSC)
Location: 127051, Moscow, Tsvetnoy Boulevard, 18
Taxpayer identification number: 7736046991
BIC: 044525976
Number of the account: 40702840622000010312
Correspondent account: 30101810500000000976
Type of the account: rouble settlement account
Information on the credit organization
Full company name: "KOMMERTSBANK EVRAZIYA" Closed Joint-Stock Company
Abbreviated company name: " KOMMERTSBANK EVRAZIYA", CJSC
Location: 119017 Moscow, Kadashevskaya Embankment, 14/2
Taxpayer identification number: 7710295979
BIC: 044525105
Number of the account: 40702810000002203115
Correspondent account: 30101810300000000105
Type of the account: rouble settlement account
Information on the credit organization
Full company name: EVROFINANCE MOSNARBANK Joint-Stock Commercial Bank (Open Joint-Stock Company)
Abbreviated company name: "EVROFINANCE MOSNARBANK JSCB, OJSC
Location: 121099, Moscow, Novy Arbat street 29
Taxpayer identification number: 7703115760
BIC: 044525204
Number of the account: 40702810100205772190
Correspondent account: 30101810900000000204
Type of the account: rouble settlement account
Information on the credit organization
Full company name: “Alpha-Bank”, Open Joint-Stock Company
Abbreviated company name: “Alpha-Bank”, OJSC
Location: 107078, Moscow, Kalanchevskaya Street, 27
Taxpayer identification number: 7728168971
BIC: 044525593
Number of the account: 40702810801100001161
Correspondent account: 30101810200000000593
Type of the account: rouble settlement account
Information on the credit organization
Full company name: VTB Bank branch (joint-stock company) in Belgorod city
Abbreviated company name: VTB Bank branch (JSC) in Belgorod city
Location: 190000, St. Petersburg, Bolshaya Morskaya 29
Taxpayer identification number: 7702070139
BIC: 041403757
Number of the account: 40702840216000000265
Correspondent account: 30101810400000000757
Type of the account: rouble settlement account
Information on the credit organization
Full company name: VTB Bank branch (joint-stock company) in Belgorod city
Abbreviated company name: VTB Bank branch (JSC) in Belgorod city
Location: 190000, St. Petersburg, Bolshaya Morskaya 29
Taxpayer identification number: 7702070139
BIC: 041403757
Number of the account: 40702840016008000564
Correspondent account: 30101810400000000757
Type of the account: rouble settlement account
Information on the credit organization
Full company name: "Bank of Moscow " Joint-Stock Commercial Bank (Open Joint-Stock Company), Kursk branch
Abbreviated company name: "Bank of Moscow ", JSCB (OJSC), Kursk branch
Location: 107996, Moscow, Rozhdestvenka street, 8/15 bld. 3
Taxpayer identification number: 7702000406
BIC: 044525219
Number of the account: 40702810300520002401
Correspondent account: 30101810500000000219
Type of the account: rouble settlement account
1.3. Data on the auditor(s) of the issuer
Auditor (auditors) conducting independent audit of the accounting and financial (accounting) statements of the issuer on the grounds of the contract concluded with him as well as the provision relating to an auditor (auditors) approved (elected) for the audit of the annual (financial) statements of the issuer following the results of the current or completed financial year:
The Auditor that conducted audit of the issuer’s annual accounting reporting for 2009 according to RAS:
Full company name: Closed Joint-Stock Company HLB Vneshaudit”
Abbreviated company name: “HLB Vneshaudit”, JSC
Location: Registered address - 109180, Moscow, B. Yakimanka street, 25-27/2 ;
Postal address – 123610, Moscow, Krasnopresnenskaya nab., 12, door 3, office 701
Taxpayer identification number: 7706118254
Primary State Registration Number (OGRN): 10277393144488
Phone: (495) 967-0495; (495) 967-0496
Fax: (495) 967-0497
E-mail: vneshaudit@vneshaudit.ru
License for realization of the auditor activity
Authority which issued the license: Ministry of Finance of the Russian Federation
Number: Е000548
Date of issue: 25.06.2002
Date of expiry: 25.06.2012
Data on the Auditor’s membership in self-regulating organisations of auditors
Full name: Non-commercial partnership" Institute of Professional Auditors" (NP IPA)
Location
117420 Russia, Moscow, Nametkin St., 14 Block. 1 of. 812, 8133
Supplementary information:
Organisation registration number 10202000095 in the register of auditors and auditing organisations – members of SRO NP IPA
Data on membership of the auditor in boards, associations or other professional entities (organizations):
“HLB Vneshaudit”, JSC is:
• member of International auditor consultative system HLB International;
• founder and member of self-regulatory professional association Institute of Professional Auditors;
• member of Association of Professional Auditor Organizations.
Financial year (years) within which the auditor conducted independent audit of the issuer’s accounting and financial (accounting) statements.
Factors which can influence independence of auditors of the issuer, including the information on presence of the essential interests connecting auditors (officials of auditors) with the issuer (officials of the issuer)
Factors which can influence independence of auditors of the issuer, including the information on presence of the essential interests connecting auditors (officials of auditors) with the issuer (officials of the issuer): none.
The procedure of selection of the auditor of the issuer
Presence of the procedure of the tender connected with selection of the auditor, and its main terms:
The candidate of the Auditor of the issuer is defined as a result of the Competitive Selection of the auditor by the issuer.
For participation in the Competition, the auditor organizations should meet the following requirements:
- not to be in the process of liquidation;
- absence of the decision on abeyance of activity adopted in accordance with the procedure stipulated by the Code of the Russian Federation on Administrative Offences, at the date of consideration of the Application Form for participation in the Competition;
- not to have debts under the accrued taxes, tax collections and other obligatory payments to the budgets of any level or the state unappropriated funds as of the last calendar year, the amount of which exceeds twenty five percent of the balance sheet asset of the participant according to the accounting reports as of the last completed reporting period;
- not to fall under terms (in relation to the Company and subsidiaries and affiliates of IDGC Holding, JSC) enlisted in item 1 of the Article 8 of the Federal Law "On Auditing activities".
Procedure of nomination of the candidate of the auditor for approval at the meeting of shareholders (participants), including the governance bodies who made the corresponding decision:
In accordance with the Article 47 of the Federal Law «On joint-stock companies» approval of the Auditor of the Company is related to the competence of the General meeting of shareholders.
Having considered the proposal of the Committee for Audit on the auditor’s candidate of IDGC of Centre, JSC at the meeting dated April 30, 2009 (minutes No.7/09) the Board of Directors of the Company took the decision to recommend the General meeting of shareholders to approve “HLB Vneshaudit”, JSC as the auditor of IDGC of Centre, JSC for audit of financial and economic activity in 2009.
“HLB Vneshaudit”, JSC is approved as the issuer’s auditor for 2009 at the annual General meeting of shareholders of IDGC of Centre, JSC dated 11.06.2009 (Minutes No. 01/09 dated 16.06.2009)
Information on the works performed by the auditor within the frameworks of special audit engagements:
Works within the frameworks of special audit engagements were not performed by the auditor.
The procedure of determination of the remuneration amount to the auditor, actual remuneration amount paid by the issuer to the auditor following the results of each from five last completed financial years, for which the auditor conducted independent audit of the accounting and financial (accounting) statements of the issuer:
The procedure of payment and amount of monetary remuneration to the auditor organizations and individual auditors for carrying out the audit (including the obligatory) and rendering associated services are defined by contracts of rendering auditor services and may not be attached to performance of any requirements of the audited persons about the contents of the conclusions which can be made as a result of the audit.
The amount of payment for the auditors’ services of the issuer approved by the general shareholders meeting of the issuer for obligatory annual check and acknowledgement of the annual financial reports of the issuer shall be determined by the issuer’s Board of Directors.
The amount of the actual rate of remuneration paid to the auditor by the issuer for the held independent checks of book keeping and financial (accounting) reporting of the issuer:
By the decision of the Board of Directors of the Company (Minutes No.12/09 dated 04.08.2009) the amount of payment for the auditors’ services (“HLB Vneshaudit”, JSC) on the audit of the issuer’s statements in accordance with the Russian Accounting Standards in 2009 is 6,822 mln RUR including VAT. In the 4th quarter 2009 the issuer paid out 3,411 mln RUR, including VAT, to the issuer’s auditor (Closed JSC "HLB Vneshaudit").
Information on deferred and back payments for services rendered by auditors:
There are no deferred and back payments for services rendered by auditors.
Full company name: KPMG, Closed Joint-Stock Company
Abbreviated company name: KPMG, CJSC
Location: 119019, Moscow, Gogolevsky Boulevard, 11
Taxpayer identification number: 7702019950
Primary State Registration Number (OGRN): 1027700125628
Phone: (495) 937-4477
Fax: (495) 937-4499
E-mail: moscow@kpmg.ru
License for realization of the auditor activity
Authority which issued the license: Ministry of Finance of the Russian Federation
Number: Е003330
Date of issue: 17.01.2003
Date of expiry: 17.01.2013
Data on the Auditor’s membership in self-regulating organisations of auditors
Full name: Non-commercial partnership "Auditor Chamber of Russia" (NP ACR)
Location
Bld. 3, 3/9, the 3rd Syromyatnichesky Lane, Moscow, 105120, Russia
Supplementary information:
Organisation registration number 10202000095 in the register of auditors and auditing organisations – members of SRO NP ACR
Data on membership of the auditor in boards, associations or other professional entities (organizations):
KPMG, CJSC is a member of the following professional associations:
• Association of the European Business;
• Russian-British Chamber of Commerce;
• American Chamber of Commerce in Russia;
• Japanese Business Club;
• International Forum of Leaders of Business;
• Union of German Economy in the Russian Federation;
• Russian-American Business Council;
• French Club;
• Canadian-Eurasian Business Association of Russia;
• Auditor Chamber of Russia;
• Association of the International Community of Nizhny Novgorod;
• Association of Russian Banks;
• National Corporate Governance Council;
• Institute of Professional Bookkeepers and Auditors.
Financial year (years) conducted independent audit of the accounting and financial (accounting) statements of the issuer
Factors which can influence independence of auditors of the issuer, including the information on presence of the essential interests connecting auditors (officials of auditors) with the issuer (officials of the issuer)
Factors which can influence independence of auditors of the issuer, including the information on presence of the essential interests connecting auditors (officials of auditors) with the issuer (officials of the issuer): none.
The procedure of selection of the auditor of the issuer
Presence of the procedure of the tender connected with selection of the auditor, and its main terms:
The candidate of the Auditor of the issuer is defined as a result of the Competitive Selection of the auditor by the issuer.
For participation in the Competition, the auditor organizations should meet the following requirements:
- not to be in the process of liquidation;
- absence of the decision on abeyance of activity adopted in accordance with the procedure stipulated by the Code of the Russian Federation on Administrative Offences, at the date of consideration of the Application Form for participation in the Competition;
- not to have debts under the accrued taxes, tax collections and other obligatory payments to the budgets of any level or the state unappropriated funds as of the last calendar year, the amount of which exceeds twenty five percent of the balance sheet asset of the participant according to the accounting reports as of the last completed reporting period;
- not to fall under terms (in relation to the Company and subsidiaries and affiliates of IDGC Holding, JSC) enlisted in item 1 of the Article 8 of the Federal Law "On Auditing activities".
Procedure of nomination of the candidate of the auditor for approval at the meeting of shareholders (participants), including the governance bodies who made the corresponding decision:
Candidacy of an auditor involved for audit of the combined financial reporting of IDGC of Centre, JSC in compliance with the International Financial Reporting Standards is not submitted for approval of the General meeting of shareholders.
Information on the works performed by the auditor within the frameworks of special audit engagements:
Works within the frameworks of special audit engagements were not performed by the auditor.
The procedure of determination of the remuneration amount to the auditor, actual remuneration amount paid by the issuer to the auditor following the results of each from five last completed financial years, for which the auditor conducted independent audit of the accounting and financial (accounting) statements of the issuer:
Amount of remuneration and procedure of payment for the auditor’s services that conducted audit of the combined financial reporting according to IFRS is determined in the contract concluded between the Company and the auditor. Contract amount concluded by the issuer with CJSC “KPMG” is 19 mln Rubles.
In accordance with the conditions of the contract concluded by IDGC of Centre, JSC with CJSC “KPMG”, the advance in the amount of 5,7 mln Rubles, including VAT, is paid out to the auditor as of the reporting date.
Information on deferred and back payments for services rendered by auditors:
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