Romania’s National Agency for Financial Management (ANAF), following an audit, ordered the National Company for Constanta Seaport Management (CNAPM) to pay shareholders a dividend of approximately 87,3 million Romanian lei (339 million MDL or $19.64 million) from profits recorded in 2023 and 2024, as well as late payment interest of almost 7.1 million lei, totaling 94.4 million lei (367 million MDL or $21.24 million), reports profit.ro.
CNAPM is controlled by the Ministry of Transportation, which owns 80% of the capital, while the remaining 20% of shares are held by the Proprietatea Foundation. It is also known for having won the tender announced by the EBRD to buy the operator of the Giurgiulesti International Free Port (ICS Danube Logistics SRL) for about $65 million, with additional investments of at least $28 million planned for the port’s infrastructure.
The National Company of Constanta Seaports filed a lawsuit against the tax authorities, stating that “for the fiscal years 2023 and 2024, dividends were set at zero (0 lei) by decisions of the general meeting of shareholders (i.e. by the state – ed.)”.
But CNAPM’s main argument is that it has just committed to pay $65 million for the Giurgiulesti port in Moldova, and therefore it simply does not have the free resources to pay dividends, and if the dividends are enforced, its ability to repay the amount for the acquisition of Danube Logistics will be affected by the same amount.
“In this institutional and contractual context, considering the profits earned by the company in fiscal years 2023 and 2024, as well as the budget policy for 2025 under the heading ‘available profits’ for distribution in the form of dividends, is deeply flawed. Such a qualification ignores the fact that profits are already indirectly leveraged to secure an important contractual obligation made in the public interest and authorized by government decisions.
Distributing dividends in the period prior to the maturity of the $65 million dollar obligation would reduce the financial ability to meet that obligation, with a real risk of affecting the completion of the transaction or requiring additional financing that could be more costly and contrary to the public interest.
In this sense, the decision to use profits to strengthen the company’s financial resources represents a measure of prudent and sound management, consistent with the mandate received from the shareholder state,” the Seaport Authority argues.
The tax authorities, however, reject all the arguments of the Port of Constanta.
“As for the plaintiff’s arguments that the increase in damages may also be due to the damage caused to the strategic investment project in Giurgiulesti, under which it has a firm obligation to pay the sum of $65 million, assumed by entering into a share purchase agreement, we consider that this fact has no relevance to this case, since this agreement was entered into on the plaintiff’s own initiative, which concluded that it would not result in institutional and strategic damage, as alleged by the
ANAF’s point of view won in the first instance, but the Port of Constanta appealed.
