ELM CLOSE ESTATE LIMITED DIRECTORS' REPORT 1976

The Directors submit their report for the year ended December 31, 1976 to the shareholders of the above Company.

Since our last report several major items of maintenance have been undertaken: gates have been installed at the entry to the Close; further flowering trees have been planted as replacements of some of the older ones lost because of Dutch Elm Disease. All of this in addition to the regular grass cutting and the spring and autumn clear-ups. Our thanks to everyone who has joined in these efforts to protect and upkeep our communal environment. Voluntary effort makes many things possible which would be beyond our means if they had to be paid for out of our limited resources.

The gates have certainly proved their worth, in that casual parking by 'outsiders' blocking the entrance has now virtually stopped. They have also enhanced the appearance of the entry to Elm Close. It was unfortunate that subsequently some thoughtless parking at the narrow entry to the Close resulted in considerable damage to the grass verge near the entrance. Besides spoiling the verges, such parking does cause considerable and very expensive damage to the road surface itself. It is the Directors' hope that ALL residents will now join the majority and keep the 'Elm Close Parking Code', which was circulated in November, and thus avoid causing these problems.

At the end of August notice was received from Chiltern District Council of a public inquiry to review a planning application to develop Amersham Station coal-yard and its surrounding area, which could have a detrimental effect on Elm Close. Copies of this notice together with a note of the Directors' views were circulated on September 9, and a representative attended the inquiry on September 20. Subsequently, a brief report was sent to all residents, and the Directors have been keeping this important matter under review. On March 26 we were notified that on the advice of the Inspector who conducted the inquiry, the Secretary of State has allowed the London Transport Executive's appeal, subject to certain conditions. A full report will be given at the Annual General Meeting.

Considerable time has been spent during the year considering the difficult and complex problem of possible amendments to the Company's Articles of Association. Advice has been sought from solicitors and proposals are attached for your consideration and comment at the Annual General Meeting. (See Below)

Other points which have been the cause of concern during the year are: children are still playing in the road - in some cases deliberately getting in the way of cars (not a practice to be encouraged for a long and happy life:); trees and shrubs have been damaged, often destroying several years' growth; dogs are still 'walked' on the Close verges and centre green - Elm Close is NOT a dog loo, so please let your dog perform in your own garden or make arrangements to re-move its tracks yourself. If you should see non-residents exercising their dogs, please ask them to leave the Close.

Since the last A.G.M. several houses in the Close changed hands. As a result we said:

Farewell to:

Mrs. Jackson - No. 1
Mr. Chrisfield - No. 13
Mrs. Dickinson - No. 22

Welcomed:

Mr. & Mrs. Baker - No. 1
Mr. & Mrs. Fairbairn - No. 13
Mr. & Mrs. Norman - No. 22

Finance Report

During the year the Company incurred a deficit of £25. This arose due to the purchase of gates and has been deducted from the balance brought forward on the Revenue Account. The balance to carry forward amounts to £298.

The Directors who served during the year were:
Mrs. S. Coker
Mr. R. Stevenson who held one share
Mr. M. Biggs who held one share
Mrs. S. Moore who held one share
Mr. D. Whitson who held one share

On behalf of the Board

R. Stevenson .....................
D. Whitson ......................
Directors

Sycamore House, Woodside Road, Amersham, Bucks.

BALANCE SHEET
AS AT DECEMBER 31, 1976

as at 31.12.75
FIXED ASSETS
£30		Centre Green at cost		£30
	42	Mower at cost	42
26	16	Less: Depreciation to date	20	22
56				52
CURRENT ASSETS
	18	Sundry Debtors	22
	27	Cash - Current Account	30
	289	Cash - Deposit Account	260
	334		312
320	14	Less: Sundry Creditors	13	299
£376				£351
		SHARE CAPITAL	Author	Fully Paid
32	£100	Ordinary Shares of £1 each	£100	32
		GENERAL RESERVE
21		As per last account		21
		REVENUE ACCOUNT
323		Balance per attached account		298
£376				£351

For and on behalf of the Board
D. Whitson ..............................
R. Stevenson ............................
Directors.

In our opinion the above Balance Sheet and Profit & Loss Account give a true and fair view of the Company's state of affairs as at December 31, 1976, and its deficit for the year ended on that date, and comply with the Companies Acts 1948 to 1967.

Francis F. King & Son, Chartered Accountants, Sycamore House, Woodside Road, Amersham, Bucks.

REVENUE ACCOUNT
FOR THE YEAR ENDED DECEMBER 31, 1976,

1975
£173		Subscriptions & Donations		£210
29		Deposit Account Interest		21
202				231
		LESS EXPENSES
	-	Gates for Estate	104
	40	Estate Maintenance	108
	446	Road Re-Surfacing	-
	11	Audit Fee	13
	7	Insurance	11
	3	Stationery, Printing & Postage	15
	1	Sundries	1
512	4	Wear & Tear - Mower	4	256
310		DEFICIT FOR YEAR		25
633		Balance last accounts		323
£323		Balance to Balance Sheet		£298

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Suggested Constitutional Changes - May 1977

As you know for some time the Directors have been wrestling, with the help of various Solicitors, with the problems of managing a Company formed over 50 years ago and in particular with the difficulties caused by the shareholdings in Elm Close Estate Limited. After many meetings we now have a proposal on which we would like you views. This matter will be discussed at the Annual General Meeting on 27th May. It is important that you should attend and let us know what you think of the proposals. If you are unable to be present could you let us have your comments either verbally to one of the Directors or in writing to the Sectary before the AGM, if possible.

BACKGROUND

Briefly, over many years Elm Close Estate shares were issued to new owners without the shares of the outgoing owners being returned for cancellation. We know from the records that there are more shares issued than there are freeholders of properties in Elm Close. Unfortunately, we do not know the present whereabouts of many of those who have retained their shares but are no longer resident in Elm Close.

WHAT DOES THIS MEAN?

We know that several former residents who kept their shares have since died and we can reasonably assume that the possibility of their shares coming to light is minimal. In any event the Directors can refuse to register any transfer of shares to the names of their executors or heirs. This leaves an unknown number of shares in the hands of people of unknown address who are still alive and who used to reside in Elm Close. There are two risks associated with such shares.
First, these people could claim the right to vote at Elm Close Estate meetings and just possibly be elected as Directors, thus enabling people living outside to have a say in the running of Elm Close. Secondly, and more importantly, if ever Elm Close were to be developed, these 'missing' shareholders could claim a share in the sale/proceeds, not of course in the value of the houses themselves, but of the company owned land: the centre green, roadway and verges. The Directors consider that the risk of either of these events happening is small and should they ever occur we would oppose them strongly. Furthermore the risk is diminishing all the time since the Directors now ensure that shares are transferred to any new owners and the old shares are cancelled - a practice we have followed for a number of years. .
Nevertheless, we do feel that in the interests of the present and any future shareholders, we should deal with the problem and eliminate the risks altogether. In our "View" it is important that the Company should be brought up to date and be strong enough to deal with whatever problems may arise.

PROPOSED ACTION?

We have been advised by a Solicitor that the best course is to set up a new company to take over the assets of Elm Close Estate Limited. This new company would only have 30 shares, one being issued to each of the present Freeholders, each share giving the right to attend and vote at Elm Close meetings and of course to share in any future - and at the moment unlikely - sale of the commonly owned land. The shares of Elm Close Estate Limited in the hands of the Present Freeholders would be handed in and cancelled and the old company Elm Close Estate Limited allowed to lapse. As a result of such action the 'missing' shares would become valueless and any rights in them disappear.
 
The formation of the new company would also provide an opportunity to tidy up some anomalies associated with Elm Close Estate Limited, which was set up with widely drawn objects including 'the purchase and development of land'.
 
For example, the new company would have formal powers to levy an annual subscription in line with present day costs instead of the present 2 guineas provided for in the deeds. The amount of any new subscriptions would be fixed at the Annual General Meeting each year as it is now. This does not mean that the Directors will be proposing any more frequent or larger subscriptions than would be the case if Elm Close Estate Limited continued to exist. Nor does it mean that the Treasurer meets any resistance to the current level subscription. The change would merely be a move to a more realistic situation. The formation of a new company would also enable us to make other minor administrative changes to the constitution: Firstly to restrict the right to be a Director to resident Freeholders only and secondly to allow not only resident Freeholders but also their spouses to be Directors. A move which should widen the number of people eligible to be Directors of the company.

COSTS?

To set up a new company will of course involve costs for legal fees, stamp duties and so on and our Solicitor estimates these costs at about £200. We have this amount available in company funds and we would not need to raise an extra levy to cover them.

DIRECTORS' COMMENTS?

In our view, with the interests of present and future shareholders in mind, these proposals are worth the expenditure involved and we strongly commend them to you.
This paper is not a formal proposal; that will have to be presented at an Extraordinary Meeting of Elm Close Estate Limited. However it is intended to be a way of consulting you as the shareholders to get your views. Do please come to the AGM and let us know what you think.
 
The Directors
The Secretary
The Treasurer