advokatska kancelarija – law offices – despacho de abogados

ZIVKOVIC & SAMARDZIC

Beograd, Kralja Milutina 37, Tel/Fax: (+381 11) 32 33 185, 688 776

=======================================

COMMERCIAL COURT IN BELGRADE

Registration department

V-Fi-2790/99

Reg.no. 1-13979-00

For the Higher Commercial Court in Belgrade

Belgrade

 

PROPOSAL BY: PUBLIC BROADCASTING COMPANY RADIO B92 from Belgrade, Makedonska 22.

PERSON WITH LEGAL INTEREST: MIRKOVIC, SAŠA from Belgrade, represented by Branislav Zivkovic and Nebojša Samardzic, Belgrade lawyers, K.Milutina 37.

APPEAL

BY SAŠA MIRKOVIC

AGAINST THE DECISION OF THE COMMERCIAL COURT NO. V-Fi-2790/99

FROM APRIL 1, 1999 ON REGISTRATION OF THE CHANGE OF THE PERSON AUTHORISED TO REPRESENT THE PUBLIC BROADCASTING COMPANY RADIO B92

AND

PROPOSAL BY SAŠA MIRKOVIC

TO ANNUL UNFOUNDED REGISTRATION OF THE PERSON AUTHORISED TO REPRESENT THE PUBLIC BROADCASTING COMPANY RADIO B92, ALEKSADAR NIKAČEVIĆ, AS ITS DIRECTOR

  1. On April 1, 1999, the Commercial Court in Belgrade, its registration department, ruled that the registration of Saša Mirkovic as director of the company was to be revoked and that Nikacevic was to be registered as director of the aforementioned company.

    2. Evidence: Inspection of the documents mentioned.

  2. On the basis of the arguments stated so far it is clear that Saša Mirkovic from Belgrade, as the person registered as the director of the company until the day when the decision on the appeal is reached, has interest based on law since his right and interest have been violated in the course of the proceedings.

  3. The appellant found out on April 2, 1999 during the procedure of taking up duties by the new director carried out by the Commercial Court in Belgrade that the disputed decision had been made.

    4. Evidence: Inspection of the documents of the Commercial Court in Belgrade.

  4. This appeal is in accordance with the Law on judicial registration. Therefore, the appeal has been filed timely by the person whose right i.e. interest based on law has been violated.

THE COURT'S DECISION IS BEING DISPUTED BECAUSE OF:

E X P L I C A T I O N

  1. The decision according to which another person has been registered as the director of the company has never been delivered to the interested party in this proceeding, therefore, the appellant does not know on the basis of WHICH DOCUMENTS the court has reached its decision. Since neither the court's ruling nor other documents have been delivered to the appellant, such a decision by this court of law is NEITHER FINAL NOR VALID as it has NOT been DELIVERED TO THE APPELLANT. Consequently, it cannot be the basis for such a court's ruling.

  2. Further, the documents on which the court of first instance has based its illegal decision is not only invalid due to the reasons stated under paragraph 1 of the explication of this appeal, but also due to the fact that, according to the statute of the Public Broadcasting Company Radio B92, THE COMPANY'S ASSEMBLY IS THE ONLY ORGAN AUTHORISED TO APPOINT OR DISMISS DIRECTOR OF THE COMPANY. Since this organ has not reached any decision, any other decision on which the court has based its ruling has been reached by an UNAUTHORISED PERSON/ORGAN.
    3. The competence of the company's assembly in this matter is not only defined by the company's statute, but is also prescribed by relevant legal acts, namely the Company Law which says, in the article 396, paragraph 2, that the decision on appointing the director in public companies without the board of directors is to be made by THE COMPANY'S ASSEMBLY.

    Evidence: Inspection of the company's statute in the court's registration office. (article 23 and article 19)

  3. On the basis of the previous two paragraphs it is clear that the court's decision has been based on documents WHICH DO NOT SATISFY EITHER FORMAL OR MATERIAL CONDITIONS for registering the change of the person authorised to represent the company.

  4. The court of first instance has not, therefore, verified whether the documents submitted, on the basis of which it has reached its decision, are valid, i.e. whether the DECISION on registration of the person authorised to represent the company – the director, HAS BEEN REACHED WITHIN PRESCRIBED PROCEDURE BY THE COMPETENT ORGAN AND WHETHER IT HAS BEEN FINAL.

The registration court had to take into account that disputes regarding appointment and dismissal of the organs within the framework of a company and other legal entities are to be dealt with by the competent municipal court.

The appellant suggests, on the basis of what we have stated so far, that

  1. THE REGISTRATION COURT REACHES A NEW DECISION on the change of the person authorised to represent the company i.e. director, by rejecting demand to register new director and putting into effect the ruling according to which the registered director of the company is Saša Mirkovic.

  2. IF THE REGISTRATION COURT RULES THAT THERE IS NO BASIS TO ALTER THE DECISION, THEN IT SHOULD TAKE THE APPEAL TO THE COURT OF SECOND INSTANCE AND SUGGEST THAT THE APPEAL BE ACCEPTED AND DECISION ALTERED BY REJECTING REQUEST TO REGISTER THE CHANGE OF THE PERSON AUTHORISED TO REPRESENT THE COMPANY (DIRECTOR) AND BY REINSTATING THE REGISTRATION OF SAŠA MIRKOVIC AS A PERSON AUTHORISED TO REPRESENT THE COMPANY AS THE DIRECTOR OF THE PUBLIC BROADCASTING COMPANY RADIO B92.

 

 

 

PROPOSAL TO ANNUL UNFOUNDED REGISTRATION IN THE COURT'S OFFICES

 

Apart from the appeal, Saša Mirkovic, as the person with legal interest, also submits this request to annul unfounded judicial registration by which he proposes that the Commercial Court IN LINE OF DUTY IMMEDIATELY ANNUL AS UNFOUNDED the registration of Aleksandar Nikacevic as the director of the company, on the basis of what has been stated above in this appeal, and in accordance with the articles 59, 60 and 61 of the Law on judicial registration, and reinstate former registration of Saša Mirkovic from Belgrade, as the director of the Public Broadcasting Company Radio B92.

If the registration court does not accept this proposal of the interested party, this proposal is to be considered as the appeal in further proceedings.

The representatives of the appellant i.e. the proposer REQUEST FROM THE COURT to ACT PROMPTLY regarding this appeal i.e. proposal, in accordance with the article 7 of the Law on judicial registration, as in the case of the court's reaching a decision which is being disputed by this appeal.

The representatives of the appellant are taking this request to the court in order to protect the interests of the registered Public Broadcasting Company Radio B92, and thus prevent any unwanted consequences and possible damage in further business dealings of this company as a legal entity, while bearing in mind that temporary measure cannot be requested in this proceeding.

On behalf of the appellant, In Belgrade, April 2, 1999

______________

Nebojša Samardzic

lawyer

Kralja Milutina 37

Belgrade