The Ministry of Economy became the trustee of the Future Bank again

According to the economic correspondent of Fars News Agency, in September of last year, after reviewing the report of the intelligence agencies and the central bank’s supervision deputy, the Money and Credit Council voted for a resolution based on which the voting rights of the surplus shares of the main shareholder of the bank amount to 44.8% and the surplus shares of the owner “Future Bank” unit delegated 15.49 percentage points to the Ministry of Economy.

But on December 4 of the same year, the Administrative Court of Justice stopped and violated the Central Bank’s decision. However, in May 1401, this issue was raised again in the Court of Administrative Justice, and this institution rejected the objection of the shareholders of Aindeh Bank and approved the decision of the Council of Money and Credit.

Despite this vote, some shareholders of Future Bank pursued their request again in the Court of Administrative Justice, and the fourth branch of the Court of Appeal, by confirming the objection of the shareholders, annulled the resolution of the Money and Credit Council.

This story continued and with the follow-up of the responsible institutions, the 26th branch of the Court of Appeal of Administrative Justice issued a definitive and final decision about this case, based on which, it ruled to reject the complaint of the plaintiffs, who were some shareholders of Aindeh Bank, and the approval of the Monetary Council and He confirmed the fact that 60.3% of the shares of the shareholders of Aindeh Bank are surplus and the delegation of the voting rights of these shares to the Ministry of Economic Affairs and Finance.

This ruling, which has been definitively issued, is the end of the possibility of the shareholders of this bank to complain about the decision of the Money and Credit Council, and no one can submit an objection to this decision to the Administrative Court of Justice.

The full text of the decision of the 26th branch of the Court of Administrative Justice is as follows:

By looking at the documents and content of file 1: Based on Article 1 of the Law on the Implementation of General Policies, Article 44 of the Constitution of the Holy System of the Islamic Republic of Iran, amended in 2017 (the following text replaces Article 5 of the Law and its notes: Article 5 – Credit institutions, including banks and Non-governmental organizations that were established or will be established before or after the approval of this law, or government banks whose shares are transferred, are only allowed to operate in the form of joint-stock companies and joint-stock cooperatives, the ownership of the shares of these institutions up to 10% by the owner The unit is allowed without obtaining a license. Also, the owner of the unit can acquire shares of each of the mentioned credit institutions at two levels of more than 10% to 20% and more than 20% to 33% with the permission of the Central Bank and according to the instructions proposed by the Central Bank. and the approval of the Money and Credit Council is allowed. The acquisition of the shares of other credit institutions in any amount by a single owner who is more than 10% shareholder in one of the credit institutions is prohibited without the permission of the Central Bank.))

2: Pursuant to the note of Article 1 of the aforementioned law, “the sole owner is assigned to a person or natural or legal persons independently or to more than one natural or legal person who, as determined by the Central Bank and in the form of the directives of the Money and Credit Council, has Financial relationships are kinship (causal or relative, proxy or management) with each other.)

3: According to the note of the two aforementioned laws, the owner of the shares of credit institutions exceeding the above-mentioned permissible limits, in relation to the surplus shares, has no ownership rights, including the right to vote, receive pre-emptive rights and receive profits, and the income from dividends distributed in pre-emptive rights The sold shares will be taxed at a rate of 100% and the voting rights resulting from the surplus shares in public meetings will be delegated to the Ministry of Economic Affairs and Ownership. has been authorized, he has the opportunity within a period of one year from the effective date of this law or the occurrence of a force majeure event, for any person to take the necessary action for obtaining the necessary license or to transfer his surplus shares, otherwise he will be subject to the provisions at the beginning of this note.))

4: Based on Article 18 of the Law on Permanent Provisions of the Country’s Development Programs (the ceiling on the contribution of the foreign party to the establishment of an Iranian bank in compliance with the law on the implementation of general policies of Article 44 of the Constitution approved on 25/03/1389 and its subsequent amendments with the proposal of the Central Bank and the approval of the Council of Ministers This article replaces paragraph “d” of article 31 of the amended country’s monetary and banking law approved on 04/25/1354.

5: According to Article 3 of the instructions on how to acquire shares of banks and non-bank credit institutions, the examples of the unit owner are as follows:
1-3 natural or legal persons independently
2-3 natural persons with causal and relative kinship relationships
3-3 natural and legal persons with financial relations, including: the set of natural persons and their subordinate or related units or their causal and relative relatives,
2-3-3 The collection of a natural person and its subordinate or affiliated units and the units of which the legal person is a subordinate or affiliated unit.
4-3 Legal entities with management relationships including legal entities or other legal entities that share more than half of their board members.
2-4-3 Legal entity or other legal entity that has a common chairman of the board of directors.
3-4-3 The collection of legal person and natural person in which he or his causal and relative relative is a member of the board of directors or the CEO.
4-4-3 Legal entity or other legal entity that is able to appoint at least one member of the board of directors.
5-3 Persons with proxy relations, including natural or legal persons, with other persons or persons who, through contractual representation relations such as attorneys, legal or judicial representation, or other relational proxies, have common interests in the ownership of the shares of the credit institution and the rights arising therefrom. .
6-3 Other cases, other relationships which, according to the Central Bank, are similar in nature to the cases mentioned in the mentioned rows 3-3 to 5-3 of this article.

6: According to the Article 17 of the above-mentioned directive, the credit institution is obliged to provide the information of all the shareholders with the details of the transfer of shares by them and the cases of violation of the limits of the acquisition of shares subject to this directive to the Central Bank in a manner determined by the Central Bank.

7: Based on Article 18 of the above-mentioned instructions, the owner of a unit that owns shares of any credit institution in excess of the permitted limits, is obliged to hand over his excess shares within a maximum period of 6 months in relation to obtaining the necessary license for each level.

8: According to Article 19 of the said directive, a unit owner who, after the expiration of the deadlines specified in this directive, without the necessary permission, still owns the shares of any credit institution in an amount that exceeds the permitted limit in relation to the excess of the permitted ceiling in the general meetings of the shareholders of the related credit institution, has the right It will not have a vote and according to the announcement of the Central Bank, the voting rights arising from free shares in public assemblies will be delegated to the Ministry of Economic Affairs and Finance.

9: According to Article 20 of the above instructions, the central bank, together with the issuance of the permission to hold assemblies, will notify the credit institution of the violation cases of the unit owner regarding the limits of the shares of the credit institution, which it has identified based on the latest available information, to be discussed in the assembly. First of all, what is inferred from the law on how to implement the general policies of Article 44 of the Constitution and Article 18 of the permanent decrees of the country’s development programs and the instructions on how to acquire the shares of banks and credit institutions, non-banks, regarding the owner of the unit, the owner of the unit is the person who is the beneficiary. It is considered as a unit. As a result, by examining the expressions used in the law and regulations such as financial, representative or managerial relations and interpretations such as power of attorney or agency, it indicates that the owner of the unit is either the owner in the special sense of private rights or the beneficiary in exercising the right to the shares. The status of the owner is considered, even though the ownership process has not yet been completed in terms of compliance with the formalities and preparation of documents, and the legislator deliberately used single owner and single beneficiary instead of private ownership, and for this reason, the relation of kinship, relative and causal is considered as the owner. He has considered the unit and beneficiary as the owner.

Secondly: Based on the documents expressed by the central bank and the security and intelligence agencies and the explicit confessions of some people in the staff investigation branch, it is indicated; The shares that exist in the name of a number of shareholders on the stock exchange board or by virtue of the stock ownership papers belong to a single beneficiary.

Thirdly: According to the documents in the file, about 50% of the shares of Aindeh Bank belong to one of the shareholders, and Aindeh Bank has not submitted any request on his behalf for the issuance of a free stock license to the competent authorities.

Fourthly: According to the current laws and regulations, the independent determination of the central bank regarding the verification of the owner of the unit has the necessary validity and there is no need to inquire about the list of shareholders from the Securities and Exchange Organization.

Fifthly: Decision-making and policy-making in the field of money and banking and the organization of financial and credit and banking institutions are under the responsibility of the Central Bank and the Money and Credit Council, which is one of the pillars of the Central Bank. The country’s five-year development plans and annual budget laws, etc., have been explicitly and implicitly mentioned, considering that a single natural person has beneficial ownership of more than the legal license of future bank shares in the form of affiliated companies and subject to power of attorney or proxy. And identifying the owner of the unit with more than the percentage of authorized shares and its details is the responsibility of the Central Bank and the Council of Money and Credit.

Therefore, the resolution of the Money and Credit Council (paragraph A, Clause 2, resolution of the session No. 1221_ 06/20/1400) and the complained report and programs regarding the deprivation of the right to vote and its delegation to the Ministry of Economic Affairs and based on the ruling laws and regulations Therefore, the 26th branch of the Court of Appeal, taking into account the above-mentioned circumstances, based on Article 79 of the Law on Organizations and Procedures of the Court of Administrative Justice approved in 2012, while violating the decree No. 1381836 dated 06/16/1401, issued by the fourth branch of the Court of Appeals and with the approval of the decree No. 254463 dated 02/07/1401, issued by the third branch of the Court of Administrative Justice, issues and announces the ruling to reject the complaint. The decision is final.

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