Quarterly report "Interregional Distribution Grid Company of Centre", Joint-Stock Company - bet 57

According to the item 2of the Article 81of the Law, the provisions of the Chapter XI of the Law obliging to perform approval of interested party transactions are not applied to transactions containing an interest for all shareholders of the Company. In this case a sole shareholder of IDGC of Centre, JSC is RAO UES of Russian, JSC holding 100% of voting shares of IDGC of Centre, JSC in denoted period was an entity interested in the transaction settlement and the transaction did not require to be approved at the General meeting of shareholders.
Date of transaction settlement: 20.04.2007
Type and subject of transaction:
paid services agreement, subject – delegation of powers of sole executive body
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Company delegates, and the Management organization assumes obligations and entrenches the power of sole executive body of the Company (General Director)by the Company Articles of Association, local documents of the Company and applicable Law of the Russian Federation
Maturity: 1 year from the conclusion, obligations are fulfilled
Parties and beneficiaries of transaction: IDGC of Centre and North Caucasus, JSC – the Management organisation, "Ryazanenergo", JSC – the Company
Amount of transaction in monetary terms: 48 483.11076
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 10
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of contract) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 392 886
The transaction is one containing an interest for the issuer
Information on approval of transaction
The transaction did not require to be approved in accordance with the Law of the Russian Federation
According to the item 2of the Article 81of the Law, the provisions of the Chapter XI of the Law obliging to perform approval of interested party transactions are not applied to transactions containing an interest for all shareholders of the Company. In this case a sole shareholder of IDGC of Centre, JSC is RAO UES of Russian, JSC holding 100% of voting shares of IDGC of Centre, JSC in denoted period was an entity interested in the transaction settlement and the transaction did not require to be approved at the General meeting of shareholders.
For 2008.
Material transactions (groups of interrelated transactions) the amount of liabilities on which is 10 and more percent of balance sheet value of assets of the issuer according to the data of its accounting statements for the last reporting quarter preceding the date of settlement of transaction
Date of transaction settlement: 01.01.2008
Type and subject of transaction:
lease agreement of buildings and constructions, subject – lease of building
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
the lessor grants lease of, and the lessee takes a lease of building located per addressee: Moscow city, Zhivarev Lane, 2/4 bld. 1 (hereinafter referred to as “the Building”), intended for performance of business activity
Maturity: till 29.12.2008 (prolonged till 31.12.2009 (Supplementary agreement No.1 dated 26.12.2008to the agreement No.06-09-0052/46-854/4677-141 dated 01.01.2008)
Parties and beneficiaries of transaction: IDGC of Centre, JSC – the lessor, “KESKO – М’ Ltd. – the lessee
Amount of transaction in monetary terms: 81 221.965
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 22
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of agreement) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
state registration is made dated 24.03.2009 No.№77-77-11/055/2009-391
Date of transaction settlement: 28.03.2008
Type and subject of transaction:
credit contract (in form of credit line), subject – opening of credit line
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Bank is obliged to grant the Borrower a credit in the form of credit line with period of loan since March 28, 2008 through September 28, 2009. The Borrower is obliged to repay a credit and to pay interests on it within the period stipulated by the contract
Maturity: till 28.09.2009, obligations are fulfilled
Parties and beneficiaries of transaction: the Borrower IDGC of Centre, JSC; the Bank – “Gazprombank” (Joint-Stock Company)
Amount of transaction in monetary terms: 1 300 000
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 433
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of contract) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
The transaction is a major one
Information on approval of transaction
The issuer’s management body taken the decision on approval of transaction: General meeting of shareholders (participants)
Date of taking the decision on approval of transaction: 27.03.2008
Date of drawing up the Minutes: 27.03.2008
Number of Minutes: 1844pr/1
Date of transaction settlement: 28.03.2008
Type and subject of transaction:
Credit agreement N RBA/4698 dated 28.03.2008.
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Bank is obliged to grant the Borrower a credit line in accordance with the conditions of the Agreement to the amount of 1 400 000 000 (one billion four hundred million) Russian Rubles. The Borrower is obliged to repay credits and pay other sums payable to the Bank in accordance with the Agreement
Maturity: till 28.09.2009, obligations are fulfilled
Parties and beneficiaries of transaction: the Borrower IDGC of Centre, JSC; the Bank - “Raiffeisenbank”, JSC
Amount of transaction in monetary terms: 1 400 000
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 464.8
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of agreement) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
The transaction is a major one
Information on approval of transaction
The issuer’s management body taken the decision on approval of transaction: General meeting of shareholders (participants)
Date of taking the decision on approval of transaction: 27.03.2008
Date of drawing up the Minutes: 27.03.2008
Number of Minutes: 1844pr/1
Date of transaction settlement: 28.03.2008
Type and subject of transaction:
credit contract (in form of credit line), subject – opening of credit line
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Creditor is obliged to open to the Borrower a credit line with nonrecurrent indebtedness limit in the amount of 3.000.000.000 (Three billion) Rubles. The Borrower pays the Creditor interests in the amount stipulated by the Contract
Maturity: till 01.02.2013, the contract is being performed
Parties and beneficiaries of transaction: the Borrower IDGC of Centre, JSC; the Creditor – Joint-Stock Commercial Bank “Rosbank” (Joint-Stock Company)
Amount of transaction in monetary terms: 3 000 000
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 996.01
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of contract) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
The transaction is a major one
Information on approval of transaction
The issuer’s management body taken the decision on approval of transaction: General meeting of shareholders (participants)
Date of taking the decision on approval of transaction: 27.03.2008
Date of drawing up the Minutes: 27.03.2008
Number of Minutes: 1844pr/1
Date of transaction settlement: 28.03.2008
Type and subject of transaction:
credit contract in the form of overdraft, subject – granting of credit
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Bank is obliged to grant the Borrower credits in the form of overdraft by means of execution of payment documents of the Borrower (payment orders of the Borrower, payment demands accepted by the Borrower, cheques for receipt of cash monetary funds) at insufficiency or absence of monetary funds at the current account of the Borrower, and the Borrower is obliged to repay granted credits
Maturity: till 28.03.2009, obligations are fulfilled
Parties and beneficiaries of transaction: the Borrower IDGC of Centre, JSC; the Bank – “Gazprombank” (Joint-Stock Company)
Amount of transaction in monetary terms: 700 000
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 232.4
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of contract) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
The transaction is a major one
Information on approval of transaction
The issuer’s management body taken the decision on approval of transaction: General meeting of shareholders (participants)
Date of taking the decision on approval of transaction: 27.03.2008
Date of drawing up the Minutes: 27.03.2008
Number of Minutes: 1844pr/1
Date of transaction settlement: 28.03.2008
Type and subject of transaction:
credit contract, subject – opening of credit line in the currency of the Russian Federation with nonrecurrent indebtedness limit
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Bank is obliged to grant the Borrower credits in the form of credit line with nonrecurrent indebtedness limit, and the Borrower is obliged to return the received monetary sum and to pay interests on it
Maturity: till 28.03.2011
Parties and beneficiaries of transaction: the Borrower IDGC of Centre, JSC; the Joint-Stock Bank “OGRESBANK” (Joint-Stock Company)
Amount of transaction in monetary terms: 2 000 000
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 664.01
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of contract) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
The transaction is a major one
Information on approval of transaction
The issuer’s management body taken the decision on approval of transaction: General meeting of shareholders (participants)
Date of taking the decision on approval of transaction: 27.03.2008
Date of drawing up the Minutes: 27.03.2008
Number of Minutes: 1844pr/1
Date of transaction settlement: 28.03.2008
Type and subject of transaction:
paid services agreement, subject of agreement is general conditions of settlement, change, termination of Transactions; granting by Bank to Client using “GPB-Dealing” system of a credit (credits), return by Client to Bank of received sums and payment of interests on them under the conditions provided in this Agreement and ED“Ticket”
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Bank is obliged to grant to the Client funds (a credit) in the sum (amount) subject to the terms and conditions provided by the credit contract, and the Client is obliged to pay interests for use of the credit in the currency the credit is granted and to repay the credit in the currency it was granted in accordance with the conditions of the credit contract
Maturity: till 28.03.2011 with prolongation, contract is being performed
Parties and beneficiaries of transaction: the Client - IDGC of Centre, JSC; the Bank – “Gazprombank” (Joint-Stock Bank)
Amount of transaction in monetary terms: 800 000
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 265.6
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of contract) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
The transaction is a major one
Information on approval of transaction
The issuer’s management body taken the decision on approval of transaction: General meeting of shareholders (participants)
Date of taking the decision on approval of transaction: 27.03.2008
Date of drawing up the Minutes: 27.03.2008
Number of Minutes: 1844pr/1
Date of transaction settlement: 28.03.2008
Type and subject of transaction:
credit contract (in form of credit line), subject – opening of credit line
Intention of transaction including civil rights and obligations to which establishment, change or termination the settled transaction is intended:
The Creditor opens to the Borrower a credit line with adjustment of maximum amount of nonrecurrent indebtedness of the Borrower in the amount of 1.300.000.000,00 (One billion three hundred million) Rubles. The Borrower, but not limited to, is obliged to pay the Creditor interests on the credit in the amount, order and terms provided by the Contract as well as to repay the credit in full amount within the contractual time terms
Maturity: till 24.09.2008, obligations are fulfilled
Parties and beneficiaries of transaction: the Borrower IDGC of Centre, JSC; the Creditor – Joint-Stock Commercial Bank “Bank of Moscow” (Joint-Stock Company)
Amount of transaction in monetary terms: 1 300 000
Currency: thousand Rubles
Amount of transaction in percentage terms of value of assets of the issuer: 431.6
Value of assets of the issuer as of the date of ending of the reporting period (quarter, year), preceding the date of settlement of transaction (date of contract) and in respect of which accounting statements is drawn up in accordance with the Law of the Russian Federation: 301 202
The transaction is a major one
Information on approval of transaction
The issuer’s management body taken the decision on approval of transaction: General meeting of shareholders (participants)
Date of taking the decision on approval of transaction: 27.03.2008
Date of drawing up the Minutes: 27.03.2008
Number of Minutes: 1844pr/1
For 2009.
There were no stated transactions within this period
For the reporting quarter
There were no stated transactions within this period
8.1.7. Data on credit ratings of the issuer
Credit ratings for the last 5 completed financial years that are known to the issuer, and if the issuer performs its activity less than 5 years – for each completed financial year
Rating award entity: the issuer
Organization that awarded the credit rating
Full company name: "National Rating Agency " Limited
Reduced company name: "NRА" Ltd.
Location: 32А, Khoroshevskoe highway, Moscow, 107023
Brief description of credit rating award method or Website page, at which information on credit rating award method is placed (published) in free access:
Information on credit rating award method is available on the Internet: www.ra-national.ru
Value of the credit rating as of the date of completion of the reporting quarter: "А+" – high creditability, the first level
History of change of values of the credit rating for the last 5 completed financial years, prior to the date of completion of the reporting quarter, and if the issuer performs its activity less than 5 years – for each completed financial year prior to the date of completion of the reporting quarter, indicating the value of the credit rating and the date of award (change) of the value of the credit rating
Date of assignment
|
Value of the credit rating
|
22.08.2007
|
"A" level - high solvency, the 2nd level
|
16.09.2008
|
"A" level - high solvency, the 1st level
|
Rating award object: the issuer
Organisation that awarded the credit rating
Full business name: Standard & Poor’s
Brief business name: S&P
Location: the 7th floor, room 2, 4/7, Vozdvizhenka St., business-center “Mokhovaya”, Moscow, 125009
Brief description of credit rating award method or Website page, at which information on credit rating award method is placed (published) in free access:
www.standardandpoors.ru
Value of the credit rating as of the date of completion of the reporting quarter: ВВ-/B/ruAA- forecast "Stable"
History of change of values of the credit rating for the last 5 completed financial years, prior to the date of completion of the reporting quarter, and if the issuer performs its activity less than 5 years – for each completed financial year prior to the date of completion of the reporting quarter, indicating the value of the credit rating and the date of award (change) of the value of the credit rating
Date of assignment
|
Value of the credit rating
|
16.11.2009
|
ВВ-/B/ruAA- forecast "Stable"
|
8.2. Data on each category (type) of shares of the issuer
Category of shares: ordinary
Par value of each share (rubles): 0.1
Amount of the shares which are in circulation (amount of shares which are not repaid or cancelled): 0
Amount of the additional shares which are in process of placement (amount of shares of additional issue concerning which the state registration of the report on results of their release is not carried out): 0
Amount of the declared shares: 258 532
Number of shares at the issuer’s balance: 0
Amount of additional shares which may be placed as a result of converting the placed securities convertible into shares, or as a result of exercise of liabilities under options of the issuer: 0
Issue of shares of this class (type):
Date of the state registration
|
Registration number
|
24.03.2005
|
1-01-10214-А
|
Rights granted by shares to their holders:
These rights are determined by the clause 6.2. of the Article 6 of the Articles of Association of the issuer: «Each ordinary share of the Company shall provide a shareholder - its owner - an equal volume of rights.
The rights of shareholders owners of the ordinary shares of the Company shall be the following:
1) to participate personally or through representatives in general shareholders meeting of the Company with the right of vote on all items in its competence;
2) to introduce moves in the agenda of the general meeting according to the legislation of the Russian Federation and this Articles of Association;
3) to obtain information on the activity of the Company and get acquainted with the documentation of the Company in accordance with Article 91 of the Federal Law “On Joint Stock Companies” and other regulatory and legal statements and this Articles of Association;
4) to receive dividends announced by the Company;
5) to preferential right to acquire additional shares and emission securities placed through the open subscription, converted into shares in the amount proportional to the number of ordinary shares possessed by them, in cases provided by the law of the Russian Federation;
6) to receive a part of the Company’s property in case of its liquidation;
7) to exercise other rights stipulated in the legislation of the Russian Federation and this Articles of Association»
Supplementary information on shares specified by the issue at its discretion:
The issuer did not issue preferred shares
8.3. Data on the previous issues of equity securities of the issuer except for shares of the issue
8.3.1. Data on the issues all the securities of which are repaid (annulled)
There are no stated issues
8.3.2. Data on the issues, the securities of which are in circulation
There are no stated issues
8.3.3. Data on the issues, the obligations of the issuer under the securities of which were not executed (Default)
There are no stated issues
8.4. Data on the person (persons), who provided security on bonds of the issue
The issuer did not place bonds with security, liabilities on which have not been fulfilled yet
8.5. Conditions of maintenance of execution of obligations under bonds of the issue
The issuer did not place bonds with security, which are in circulation (are not redeemed) or liabilities on which have not been fulfilled (default)
8.5.1. Conditions of maintenance of execution of obligations under bonds with mortgage covering
The issuer did not place mortgage-backed bonds, liabilities on which have not been fulfilled yet
8.6. Data on the organizations which carry out accounting of the rights to the equity securities
Person performing keeping the register of owners of the issuer’s registered securities: registrar
Data on registrar
Full company name: “Central Moscow Depositary” Open Joint-Stock Company
Abbreviated company name: JSC “CMD” or “Central Moscow Depositary”, JSC
Location: 105082, Moscow, B.Pochtovaya street, d. 34, bld. 8
Taxpayer identification number: 7708047457
Primary State Registration Number: 1027700095730
Data on license for realization of the securities owners register keeping
Number: 10-000-1-00255
Date of issue: 13.09.2002
Date of expiry: Term less
Authority which issued the license: FCSM of Russia
Date from which the registrar keeps the register of holders of the issuer’s securities: 03.04.2006
Postal address of the registrar: 105082, Moscow, B.Pochtovaya street, d. 34, bld. 8
Phone/fax: (495) 221-13-34, 221-13-30, 221-13-33, (495) 221-13-83
E-mail of the registrar: dr@mcd.ru
Information according to the Regulation on information policy of the Company (app. by the Board of Directors Minutes No.009/06 dated October 18, 2006):
Information on remuneration amount of the Company registrar paid out for the last completed financial year as well as information on the existing agreements relating to such payments in the current financial year.
On the grounds of the contracts concluded between IDGC of Centre, JSC and “Moscow Central Depository ”, JSC the following remuneration (including VAT) was paid out to the registrar:
- in 2009 – 3 109 200,4 Rubles.
- as of March 31, 2010 - 296 861,1 Rubles.
On the grounds of the contracts concluded between IDGC of Centre, JSC and “Moscow Central Depository ”, JSC the remuneration in the amount of 890 583,3 Rubles (including VAT) will be paid out to the registrar in 2010.
8.7. Data on the legislative acts regulating questions of import and export of the capital, which can influence payment of dividends, interests and other payments to non-residents
Names and details of legislative acts of the Russian Federation existing for the date of completion of the last reporting quarter, which regulate issues of import and export of the capital and can influence on payment of dividends on the issuer’s shares to non-residents:
Main principles of realization of the currency transactions in the Russian Federation, rights and duties of legal entities and physical persons at ownership, use and disposal of the foreign currency and currency of the Russian Federation, the responsibility for infringement of the currency legislation are established by the Federal Law of the Russian Federation "About currency regulation and currency control of 12/10/2003 173-FZ;
At the same time, the acts specified below also contain the corresponding norms establishing the order of fulfilment of transactions and calculations with use of Russian and the foreign currency:
-
Civil Code of the Russian Federation (Part I) of 30.11.1994 N 51-FZ;
-
Civil Code of the Russian Federation (Part III) of 26.11.2001 N 146-FZ;
-
Tax Code of the Russian Federation (Part I) of 31.07.1998 N 146-FZ;
-
Tax Code of the Russian Federation (Part II) of 5.08.2000 N 117-FZ;
-
Federal Law of the Russian Federation of 9.07.1999 N 160-FZ (as amended on 26.06.2007) "On foreign investments into the Russian Federation";
-
Federal Law of 7.08.2001 No.115-FZ "On countermeasures to legalization (laundering of proceeds) of the incomes, received by criminal way and financing of terrorism".
-
International agreements (contracts) of Russia with the foreign countries ratified by Federal Laws of the Russian Federation, and establishing the mode of avoidance of the double taxation on the territory of the countries which are participants of these agreements (contracts):
-
Agreement between the Government of the Russian Federation and the Government of the Republic of Uzbekistan of 2.03.1994 "On avoidance of the double taxation of incomes and property" (Agreement was ratified by the Federal Law of the Russian Federation of 24.04.1995 N 51-FZ);
-
Agreement between the Government of the Russian Federation and the Government of the Ukraine of 8.02.1995 "On avoidance of the double taxation of incomes and property and prevention of evasion from payment of taxes" (Agreement is ratified by the Federal law of the Russian Federation of 8.07.1999 N 145-FZ);
-
Agreement between the Government of the Russian Federation and the Government of Belarus of 21.04.1995 "On avoidance of the double taxation and prevention of evasion from payment of taxes concerning taxes to incomes and property" (Agreement was ratified by the Federal Law of the Russian Federation of 10.01.1997 N 14-FZ);
-
Agreement between the Government of the Russian Federation and the Government of the Republic of Moldova of 12.04.1996 "About avoidance of the double taxation of incomes and property and prevention of evasion from payment of taxes" (the Agreement was ratified by the Federal Law of the Russian Federation of 28.04.1997 N 72-FZ);
-
Convention between the Government of the Russian Federation and the Government of the Republic of Kazakhstan of 18.101996 "On elimination of the double taxation and prevention of evasion from payment of taxes to incomes and the capital" (the Convention was ratified by the Federal Law of the Russian Federation of 28.04.1997 N 74-FZ);
-
Agreement between the Government of the Russian Federation and the Government of the Republic of Armenia of 28.12.1996 "On elimination of the double taxation on incomes and property" (the Agreement was ratified by the Federal Law of the Russian Federation of 17.12.1997 N 151-FZ);
-
13.01.1999 "On avoidance of the double taxation and prevention of evasion from payment of taxes to incomes" (the Agreement was ratified by the Federal Law of the Russian Federation of 8.07.1999 N 146-FZ);
-
Agreement between the Government of the Russian Federation and the Government of the Lithuanian Republic of 29 June 1999 "On avoidance of the double taxation and prevention of evasion from payment of taxes concerning taxes to incomes and the capital" (the Agreement was ratified by the Federal Law of the Russian Federation of 26.04.2005 N40-FZ);
-
The Agreement between the Government of the Russian Federation and the Government of the United Mexican States concerning avoidance of double taxation with respect to taxes on income dated June 7, 2004 (the Agreement is ratified by the Federal Law N 27-FZ dated March 04, 2008);
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The Agreement between the Government of the Russian Federation and the Government of the Republic of Singapore concerning avoidance of double taxation and prevention of tax evasion with respect to taxes on income dated September 9, 2002 (the Agreement is ratified by the Federal Law N 256-FZ dated December 22, 2008);
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The Agreement between the Government of the Russian Federation and the Government of the Syrian Arab Republic concerning avoidance of double taxation with respect to taxes on income dated September 17, 2000 (the Agreement is ratified by the Federal Law N 81-FZ dated June 23, 2003);
-
The Agreement between the Government of the Russian Federation and the Government of Australia concerning avoidance of double taxation and prevention of tax evasion with respect to taxes on income dated September 7, 2000 (the Agreement is ratified by the Federal Law N 156-FZ dated December 06, 2003);
-
The Agreement between the Government of the Russian Federation and the Government of New Zealand concerning avoidance of double taxation and prevention of tax evasion with respect to taxes on income dated September 5, 2000 (the Agreement is ratified by the Federal Law N 79-FZ dated June 23, 2003);
-
The Agreement between the Government of the Russian Federation and the Government of the Republic of Finland concerning avoidance of double taxation with respect to taxes on income dated May 4, 1996 (Applicable in the Russian Federation since January 1, 2003 (the letter of Ministry of Taxation of the Russian Federation N RD-6-23/320 dated March 19, 2003);
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Contract between the Russian Federation and the USA from 17.06.1992 "On avoidance of the double taxation and prevention of evasion from the taxation concerning taxes to incomes and the capital" (the Contract was ratified by the Decision of the Supreme Council of the Russian Federation of 22.10.1992 N 3702-1);
-
Convention between the Government of the Russian Federation and the Government of the State of Israel of 25.04.1994 "On avoidance of the double taxation and prevention of evasion from the taxation concerning taxes to incomes" (the Convention was ratified by the Federal law of the Russian Federation of 8.10.2000 N 126-FZ);
-
The Convention between the Government of the Russian Federation and the Government of the United Kingdom of the Great Britain and Northern Ireland of 15.02.1994 "On avoidance of the double taxation and prevention of evasion from the taxation concerning taxes to incomes and increase in value of property (together with exchange of the Notes of 15.02.1994 "Between the plenipotentiary Ambassador of the United Kingdom of the Great Britain and Northern Ireland in the Russian Federation and the deputy minister of foreign affairs of the Russian Federation) (the Convention and the Agreement concluded in the form of an exchange by notes, on application of separate provisions of the Convention, were ratified by the Federal Law of 19.03.1997 N 65-FZ);
-
Agreement between the Russian Federation and Federal Republic Germany of 29.05.1996 "On avoidance of the double taxation concerning taxes to incomes and property" (the Agreement was ratified by the Federal Law of the Russian Federation of 18.12.1996 N 158-FZ);
Agreement between the Government of the Russian Federation and the Government of the Republic of Cyprus of 5.12.1998 "On avoidance of the double taxation concerning taxes to incomes and the capital" (the Agreement was ratified by the Federal Law of 17.07.1999 N 167-FZ).
8.8. Description of incomes taxation procedure of the issuer’s floated equity securities and equity securities which are in the process of floatation
Taxation of incomes from the placed issuer's equity securities and the securities in the process of placement are regulated by the Tax Code of the Russian Federation (further on called "TC"), and also other normative legal acts of the Russian Federation adopted according to the Tax Code of the Russian Federation.
TAXATION RATES
Profit type
|
Legal entities
|
Physical persons
|
Residents
|
Non-residents
|
Residents
|
Non-residents
|
Profit from sale of securities
|
20% (including: federal budget – 2%,
budget of the federation entity– 18%)
|
20%
|
13%
|
30%
|
Profit in the form of dividends
|
0% (subitem1 item 3 Article 284 of the RF-TC) and 9%(subitem 2 item 3 Article 284 of the RF-TC
|
15%
|
9%
|
15%
|
TAX ASSESSMENT METHOD FOR PHYSICAL PERSONS
Tax type – individual income tax.
The sources of income of the Russian Federation include:
- Dividends and interest received from the Russian organization, and also the interest received from the Russian individual businessmen and (or) the foreign organization in connection with activity of its permanent mission in the Russian Federation;
- Incomes of sale in the Russian Federation of shares or other securities, and also stakes in the authorized capital of the organizations..
Tax base.
1. On income from participatory interest in other organisations
Tax base on income received from participatory interest in other organizations is determined by tax agent taking particulars defined by this point into consideration.
If the Russian organization is the source of tax payer income, this organization is recognized to be tax agent and determines tax amount subject to deduction from tax payer income.
Tax amount subject to deduction from tax payer income – receiver of dividends, is calculated by tax agent according the following formula:
T = R x Tr x (d - D),
wherein:
T – tax amount subject to deduction;
R – relation of amount of dividends subject to distribution in favor of tax payer – receiver of dividends, to the total amount of dividends subject to distribution by tax agent;
Tr – relevant tax rate;
d – total amount of dividends subject to distribution by tax agent in favor of all receivers;
D - total amount of dividends received by tax agent within the current reporting (tax) period and previous reporting (tax) period by the date of distribution of dividends in favor of tax payers – receivers of dividends, providing that these amounts of dividends had not been accounted when determining tax base defined in respect to income received by tax agent in the form of dividends.
In case T value is minus, liability on tax payment does not occur and compensation from the budget is not paid.
2. On income relating to transactions with securities
When determining tax base on income relating to transactions with securities, income received on the following transactions are taken into account:
1) with securities circulating in the organized stock market;
2) with securities non-circulating in the organized stock market.
Securities circulating in the organized stock market are:
1) securities admitted to trading of the Russian trade organizer in the stock market, including at stock exchange.
Besides, securities are considered to be circulating in the organized stock market, if the market quotation of a security is calculated on them. The market quotation of a security means:
1) weighted average price of a security on transactions settled within one trading day through the Russian trade organizer in the stock market, including stock exchange, - for securities admitted to trading of such trade organizer in the stock market, at stock exchange;
2) closing price on a security calculated by foreign stock exchange on transactions settled within one trading day through such stock exchange, - for securities admitted to trading at foreign stock exchange.
Income from purchase-sale (repayment) of securities received within tax period are recognized to be income relating to transactions with securities.
Income in the form of interest (warrant, discount) received within tax period on securities are included in income relating to transactions with securities, if otherwise is provided by this article.
Expenses which are documentary confirmed and actually effected by a tax payer connected with acquisition, sale, keeping and repayment of securities, fulfillment and termination of liabilities on such transactions are considered to be expenses relating to transactions with securities and expenses relating to transactions with financial instruments of future transactions. These expenses include:
1) amounts paid to the issuer of securities as payment for placed securities as well as amounts paid in accordance with securities purchase contract, including warrant amounts;
2) payment for services rendered by professional stock market participants as well as stock exchange mediators and clearing centres;
3) expenses reimbursed to a professional stock market participant;
4) stock exchange fee (commission);
5) payment for services of persons keeping the register;
6) tax paid by tax payer when receiving securities by way of inheritance;
7) tax paid by tax payer when receiving shares by way of gift;
8) amounts of interests paid by tax payer on credits and loans received for settlement of transactions with securities within the amounts calculated basing on the refinancing rate of the Central Bank of the Russian Federation current as of the date of interest payment, increased in 1,1 times – for credits and loans expressed in Rubles and basing on 9 percent – credits and loans expressed in foreign currency;
12) other expenses connected directly with transactions with securities as well as expenses connected with services rendered by professional stock market participants within their professional activity.
Financial result on transactions with securities and transactions with financial instruments of future transactions is determined as income from transactions after deduction of the relevant expenses.
Expenses which can not be directly related to decrease of income on transactions with securities, whether circulating or non-circulating in the organized market, or to decrease of the relevant type of income are distributed proportionally to a stake of each type of income.
Tax payers that suffered losses in previous tax periods on transactions with securities circulating in the organized stock market, transactions with financial instruments of future transactions circulating in the organized market are entitled to reduce tax base on transactions with securities circulating in the organized stock market, transaction with financial instruments of future transactions circulating in the organized market, respectively in the current tax period by the total amount of the suffered loss or a part of this amount (transfer the loss to the future periods).
Amounts of loss received on transactions with securities circulating in the organized stock market which were transferred to the future periods decrease tax base of the relevant tax periods on such transactions.
It is not admitted to transfer losses suffered on transactions with securities, non-circulating in the organized stock market, to the future periods.
A tax payer is entitled to transfer loss to the future periods within 10 years next to the tax period in which this loss was suffered.
Tax base on transactions with securities and transactions with financial instruments of future transactions is determined upon completion of tax period, if otherwise is provided by this point.
Tax agent (trustee, broker, person performing transactions under trust agreement, commission agreement, agency agreement in favor of a tax payer, another person recognized by a tax agent in accordance with this Code) determines tax base of a tax payer according to all types of income from transactions settled by the tax agent in favor of a tax payer. At this trustee, broker, person performing transactions under trust agreement, commission agreement, agency agreement in favor of a tax payer, another person recognized by a tax agent in accordance with this Code is considered to be a tax agent on amounts of tax underwithheld by the issuer of securities.
Calculation, withholding and payment of the amount of tax are carried out by the tax agent upon completion of the tax period as well as till expiration of the tax period or expiration of trust agreement validity according to the procedure established by this chapter.
For the purposes of this point payment of cash to a tax payer or third person on a tax payer’s demand as well as transfer of money to a banking account of a tax payer or third person on a tax payer’s demand by a tax agent means payment of money.
When a tax agent pays out money (in-kind income) till expiration of the tax period or expiration of trust agreement validity the tax is calculated from tax base determined in accordance with this article.
To determine tax base a tax agent makes calculation of financial result for a tax payer which is paid out money or in-kind income to for the date of income payment. In this case, if the amount of money paid out to a tax payer does not exceed the amount calculated for him at the rate of financial result on transactions under which trustee (broker, person performing transactions under trust agreement, commission agreement, agency agreement in favor of a tax payer, another person recognized by a tax agent in accordance with this Code) acts as a tax agent, the tax is paid from the amount of payment.
In case of in-kind income payment the amount of payment is determined at the rate of actually effected and documentary confirmed expenses for acquisition of securities transferred to a tax payer.
When a tax agent pays out money (in-kind income) to a tax payer more than once within the tax period calculation of tax amount is made by accrued total method plus tax amounts previously paid.
When a tax payer has different type of income (including income subject to tax at different rates) on transactions settled by a tax agent in favor a tax payer, order of priority of their payment to a tax payer is determined by agreement between a tax payer and a tax agent in case of payment of money (in-kind income) till expiration of the tax period (expiration of trust agreement validity).
At impossibility to withhold the estimated sum of the tax from the tax bearer, the source of payment of the income, the tax agent (the broker, the confidential managing director or another person making operations under the contract of the assignment, to the contract of commission, agency agreement in favor of the tax bearer, another person recognized by a tax agent in accordance with this Code) within one month from the moment of occurrence of this circumstance in writing notifies tax body at the place of its accounting on impossibility of the specified deduction and the sum of debt of the tax bearer. Payment of the tax in this case is made in conformity with Article 228 TC.
Tax agents calculate, withhold and transfer the tax withheld from a tax payer not later than one month from the date of completion of the tax period or date of money payment (securities transfer).
A tax payer is provided with deduction in the amount of actually effected and documentary confirmed expenses in case a tax payer calculates or pays a tax by a tax agent (broker, trustee, management company that performs trust management of property being unit investment fund, or by another person settling transactions under trust agreement, commission agreement, agency agreement or another similar agreement in favor of a tax payer) or upon expiration of the tax period when tax return is submitted to tax authority.
TAX ASSESSMENT METHOD FOR LEGAL ENTITIES
Tax - the profit tax.
The income includes:
- Proceeds from realization of property rights (incomes of realization);
- Extraordinary incomes in the form of interest under securities and other promissory notes and/or from individual share in other organizations.
Tax base.
1.On income from transactions on sale or other retirement of securities.
Incomes of the tax bearer from operations on realization or other retirement of securities (including repayment) are defined proceeding from the price of realization or other retirement of the securities, and also the sum of the accumulated interest (coupon) income paid by the buyer to the tax bearer, and the sum of the interest (coupon) income paid to the tax bearer by the issuer. Thus, the income of the tax bearer from realization or other retirement of securities does not include the amounts of the interest (coupon) income earlier considered at tax assessment.
Charges at sale (or other retirement) of securities are defined proceeding from the price of purchase of the securities (including charges on its purchase), expenses for its realization, the amount of discounts from settlement cost of the investment contributions, the sum of the accumulated interest (coupon) income paid by the tax bearer to the seller of the securities. Thus, the charges do not include the sums of the accumulated interest (coupon) income earlier considered at tax assessment.
Securities are recognized to be circulating on the organized securities market only at the simultaneous observance of the following terms:
1) if they are admitted to circulation at least by one organizer of trade who is entitled for making such permission according to the national legislation;
2) if the information on their prices (quotations) is published in mass media (including the electronic mass media) or may be presented by the organizer of trade or other authorized person to any interested person within three years after the date of fulfillment of operations with securities;
3) if the market quotation is calculated on their basis within the last three months preceding the date of transaction with securities settled by a tax payer, if it is stipulated by the corresponding national legislation..
Market price of the securities circulating on the organized securities market, for the purposes of tax assessment is an actual price of sale or other retirement of securities if this price is in the interval between the minimal and maximal prices of transactions (an interval of the prices) with the specified securities registered by the organizer of trade on the securities market for the date of fulfillment of the corresponding transaction.
In case sale (acquisition) of the securities circulating on the organized securities market as for its price is below the floor price (exceeding maximum price) of transactions for the organized securities market, at definition of financial result the floor price (maximum price) of the transaction for the organized securities market is considered.
The accumulated interest (coupon) income is a part of the interest (coupon) income, the payment of which is stipulated by terms of the issue of these securities calculated proportionally to the quantity of the days which passed from the date of issue of the securities or date of payment of the previous coupon income till the date of fulfillment of the transaction (date of transfer of the securities).
Calculating price of securities that do not circulate in the organized stock market can be fixed by a tax payer independently or involving an appraiser using appraisal methods in accordance with the Law of the Russian Federation. Refinancing rate of the Central Bank of the Russian Federation can be used to determine calculating price of debt securities nominated in the Russian Federation currency. Procedure of determining of calculating price of securities, non-circulating in the organized market, as well as calculating price appraisal methods for such securities (if appraisal of calculating price is conducted by a tax payer independently) should be recorded in the tax payer’s accounting policy.
The tax base under operations with securities is defined by the tax bearer separately, except for the tax base on operations with the securities defined by professional participants of the securities market. Thus, tax bearers (except for the professional participants of the securities market who carry out dealer activity) define tax base on operations with the securities circulating on the organized securities market, separately from tax base on operations with the securities which are not circulating on the organized securities market.
At sale or other retirement of securities, the tax bearer independently according to the accounting policy accepted with a view of the taxation chooses one of the following methods of write-off of the cost of the retired securities to charges:
1) First In First Out (FIFO);
2) cost of a unit.
The tax bearers who received the loss (losses) from operations with securities in the previous tax period or during the previous tax periods, have the right to reduce the tax base received from operations with securities in the accounting (tax) period (to transfer the specified losses on the future) in accordance with the procedures and on terms established by Article 283 TC.
Thus losses from operations with the securities which are not circulating on the organized securities market received in the previous tax period (the previous tax periods) may be referred to reduction of tax base from operations with such securities defined in the accounting (tax) period. Losses from operations with the securities circulating on the organized securities market received in the previous tax period (the previous tax periods) may be referred to reduction of tax base from operations on sale of the given category of securities.
During the tax period, carryover of the losses occurred in the corresponding reporting period from operations with securities circulating on the organized securities market, and the securities which are not circulating on the organized securities market, is referred separately to the specified categories of securities accordingly within the limits of the profit received from operations with such securities.
In case the payment by the foreign organization tax agent of incomes which according to the international contracts (agreements) are assessed in the Russian Federation under the lowered rates, calculation and deduction of the sum of the tax from incomes are made by the tax agent under the corresponding lowered rates under condition of presentation by the foreign organization to the tax agent of the acknowledgement stipulated by item 1 of Article 312 TC of the Russian Federation. Thus, in case of payment of incomes by the Russian banks on operations with foreign banks acknowledgement of the fact of a constant location of foreign bank in the state with which there is the international contract (agreement) regulating issues of the taxation is not required, if such location proves to be true data of popular information directories.
2. On income from participatory interest in the activity of the organisations (dividends)
Tax base on income received from participatory interest in other organisations is determined by a tax agent taking particulars specified by this point into consideration:
1) If the source of a tax payer’s income is foreign organisation, tax amount in relation of received dividends is fixed by a tax payer independently basing on the amount of received dividends and the relevant tax rate
In this case tax payers that receive dividends from foreign organisation, including by means of permanent representation in foreign organisation in the Russian Federation, is not entitled to reduce tax amount calculated in accordance with this chapter by tax amount calculated and paid according to income source location, if otherwise is provided by the international contract.
2) If the source of a tax payer’s income is the Russian organisation, this organisation is recognized to be a tax agent and fixes tax amount taking provisions of this point into account.
Tax amount subject to withholding from income of a tax payer – receiver of dividends, is calculated by a tax agent according the following formula:
T = R x Tr x (d - D),
wherein:
T – tax amount subject to withholding;
R – relation of amount of dividends subject to distribution in favor of tax payer – receiver of dividends, to the total amount of dividends subject to distribution by tax agent;
Tr – relevant tax rate;
d – total amount of dividends subject to distribution by tax agent in favor of all receivers;
D - total amount of dividends received by tax agent within the current reporting (tax) period and previous reporting (tax) period by the date of distribution of dividends in favor of tax payers – receivers of dividends, providing that these amounts of dividends had not been accounted when determining tax base defined in respect to income received by tax agent in the form of dividends.
In case T value is minus, liability on tax payment does not occur and compensation from the budget is not paid.
3) If the Russian organisation – a tax agent pays out dividends to foreign organisation and (or) an individual who is non-resident of the Russian Federation, tax base of a tax payer – receiver of dividends under each such payment is determined as the amount of paid dividends.
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