A Total of 26 People Attended on the Night, Made up of Members, the Management Team And

The first Annual General Meeting (AGM) of our company took place on Thursday 3rd April, at the Village Hall in Prestbury.

A total of 26 people attended on the night, made up of members, the management team and new residents to the Mill. The minutes of the meeting, the Directors’ reports and full details of the resolutions passed on the night are provided in the first section of this newsletter, which also includes an update on:

Housekeeping policy

On-going plans for 2008/09

Membership of CMRA

Contact details for the CMRA team.

For the first time since the CMRA association formed, Sergey was unable to attend the meeting, but for very good reason; his wife Jane gave birth to their first baby -Andrew, on 30th March. Congratulations to you both from us all.

As always, if you have any questions or concerns you wish to raiseplease contact one of the Clarence Mill team -our details can be found on the last page of this newsletter.

Jo Stoneman

Director and Company Secretary

CMRA Bollington RTM Co Ltd

CMRA Bollington RTM Company Ltd

Annual General Meeting - 3rd April 2008

Minutes

The Annual General Meeting of the company took place at Prestbury Village Hall, at 7pm,

on Thursday 3rd April 2008, and was attended by:

John WoodSue WoodGillian Garner

Jo StonemanJim CrookMichael Garner

Bill AttwellJoyce CrookGareth Davies

Roger FowlerPaula GiffneyAnn Davies

Allen FordPam TurnbullPhil Fletcher

Matt WalkerSteve Dean

Peter AllenMark Lenton

Shane WilliamsAnna Bowden

Colin GearyDavid Bowden

Kath GearyCharles Chruszcz. Nigel Bacon

Agenda

1. Welcome, apologies for absence and format of meeting

1. To approve and adopt Minutes of the EGMsheld on 21 November 2006 and 24 April 2007
2. Chairman’s Report

1. Financial Director’s Report and Resolution to approve and adopt the financial accounts to 31 December 2007

1. Property & Legal Director’s Report

1. Resignations of the Board of Directors and Resolution(s) to re- appoint the following nominees who have all agreed to stand for re-election:

Chairman -John Wood

Vice Chairman-Joanne Stoneman

Property & Legal Director- Roger Fowler

Financial Director-William Attwell

Company Secretary-Joanne Stoneman.

1. Resolution to agree remuneration to Directors

1. Resolution to re-appoint Booth Ainsworth & Co Accountants

1. Any other business

1. Close of meeting

Post meeting business: Nomination and election of sub-committee members 2008/09.

______

1) Welcome and Introduction

Jo Stoneman thanked and welcomed those present to the meeting, outlined the format for the evening and passed on apologies received from the following members:

Derek and Mary Schofield, Sergey Naumkin, Roly Cronshaw, David Young, Richard and Susan Yorke, Ivor Abadi, Pete and Lilian Hobbs, Anne Cain, Craig Bartlett and Karen Jones.

Proxy Forms representing 5 apartments were also confirmed as received from absent members.

2) To approve and adopt Minutes of the EGMs held on 24 April 2006 and 24 April 2007

JS indicated copies of the minutes from the last two meetings were available for review if required. No amendments or additions were requested by the members present.

The Resolution was proposed by Phil Fletcher, seconded by Colin Geary and carried unanimously.

3) Chairman’s Report

John Wood welcomed the group and provided an outline of key achievements for the company’s first year:

What a year since our EGM on the 24th April 2007. I’m delighted to say that, despite the appalling state of affairs inherited from Clarence Mill Residents Company Ltd and Stevens Scanlan - the original managing agents, we have managed to achieve most of our plans and more. May I take a moment to run through some of them:

1. The establishment of reliable and cost effective service contractors, all of whom have agreed new terms to coincide with the Companies cash flow throughout the year. The window cleaning task, has now been taken on by a local contractor, where we are seeking to not only improve the quality of this work, but experiment with new cherry picker machines, to find the most suitable and safe appliance at a competitive rate.

1. Major refurbishment of the fire alarm and sprinkler systems; We have appointed the Nationwide Fire Sprinklers Co. Ltd to overhaul and service this vital facility. We have carried out extensive repairs to the emergency lighting systems, fitting new batteries, tubes and replacement units where necessary. This was despite the instability of the commercial alarm system, which following our persistence has now been brought up to specification and placed under a reliable maintenance contractor.

1. Emergency exit signage has been added and repairs carried out to a number of the fire check doors.

1. The installation of a state of the art CCTV assignable entry system, to allow us more control over those who can gain access to the Mill.

1. The stabilizing and upgrading of all 3 lifts that were previously, often out of service, to include fitting of new readily available UK components, instead of waiting for unreliable and expensive Italian parts to arrive.

1. The replacement and cleaning of all external lighting units, both around the Mill and in the car park.

1. The redecoration of the main reception area and currently underway - the major redecoration and re carpeting of the Atrium 4th floor.

1. A complete inventory made of the common parts electrical supply and installation, to establish what is actually being charged to the residential supply meters. Currently we are in litigation with the freeholder as a result of our investigations.

These and many more issues have all been achieved with the full support of my fellow Directors and without the support of any funds at the start of this new company as at 1st January 2007.

I would now like to hand over to our Financial Director, Bill Atwell who will report on Company finances and the performance of Booth Ainsworth. This will be followed by a detailed account on legal and property matters by our Director Roger Fowler.

4) Financial Director’s Report and Resolution to approve and adopt the financial accounts

to 31 December 2007

Bill summarised our financial position and progress during our first year of trading:

Just over a year ago we took control of Clarence Mill’s services and immediately removed from office their agent, Stevens Scanlan. Many of you will recall, that under Steven Scanlan’s stewardship, the service company became insolvent and unable to pay its debts as they fell due. We were within days of having our electricity supply cut off; there was no reserve fund against contingencies; we had never received proper financial statements; and the quality of the services we received was quite simply appalling.

It was against this background we took charge of managing the Mill’s services, and set ourselves four key financial objectives:

1. To provide residents with a satisfactory and reliable level of services at a reasonable cost - you must judge this for yourselves when you have heard the remainder of my report. For myself, I believe our services are now significantly better than at any time in the past, and we are well set to improve them still further

1. To review our suppliers, re-negotiating their contracts and changing suppliers as necessary -during 2007 John Wood and Roger Fowler sought alternative tenders and re-negotiated contracts. Not only are our services markedly improved through this process, but as you can see, they saved us a great deal of money

1. To improve our cash flow -we have put in place effective payment and debt collection procedures, which were notably absent in the past. We have had remarkable success in recovering monies from owners who fail to pay their service charges on time. The result is a strong cash flow and minimal bad debt

1. To introduce a proper system of controls aimed at cutting expenditure, and putting our finances for the first time onto a sound footing - as you can see from the circulated accounts, the end result is extremely gratifying. We have succeeded in not only meeting, but by far exceeding, our budget targets. In one year, we have done the two essential things Stevens Scanlan failed to achieve in any of their four years in office - to break even, and build up a Reserve Fund. We budgeted to place £10,000 in a Reserve Fund during 2007, but the savings we realisedhave enabled us to build up, in just one year, a fund of £30,000.

Last year was exceptional. We did not know quite what to expect, until we got to grips with the detail, so the budget we prepared at the start of 2007 was naturally set with some caution. In the event we have produced some quite exceptional results, but do not expect this level of performance every year. We have already taken most of the savings that were there to be had.

I must pay tribute to Booth Ainsworth, our Accountants, who have helped and supported us this year, and provided us with a quite outstanding level of service.

For the first time we have transparency with our finances. Owners now receive each year full details of how your service charge is calculated, where our money is spent, and consequently, how well your Directors have performed. Barring any unexpected events, I believe we are now in a strong position to improve further the quality of services you expect for your money, and in doing so, hopefully we shall continue to receive the support and confidence you have shown this year in your Board of Directors.

Bill followed his report by seeking approval and adoption of the Financial Accounts for 2007, published to all members on the 8th March 2008.

16 members voted for the resolution, with 1 abstention and none against. The resolution was proposed by Charles Chruszcz, and seconded by David Bowden.

Charles Chruszcz followed Bill’s report by congratulating the Board on their success in achieving this financial turnaround in CMRA’s first year as an official company.

Phil Fletcher asked Roger Fowler for clarification on the level of outstanding debt from 2007 (RF) estimated this to be approximately 2K, all of which is expected to be recovered within the next 4-6 weeks as a result of a recently served County Court Claim.

5) Property and Legal Director’s report

Roger Fowler followed, and updated the group on development issues, relationships with our Landlords and collection of outstanding debts:

Development issues covered included:

1. A refresher explanation of the complexities and difficult working relationship due to the Landlord/Freeholder/Joint Venture company background between Clarence Mill Ltd and Miller Homes in the development of the Mill.

1. The current position regarding the Developers’ breach of Planning Conditions - potentially falling as financial liabilities on the Apartment owners should the developer fail to carry them out, in relation to a Section 278 agreement with the Borough Council for landscaping, public footpath extension to Clarence Terrace and a canal footbridge. An update confirmed that:

• the landscaping has now been completed
• a community payment of £30,000 was paid by Miller Homes forL&C to Macclesfield Borough Council in lieu of the footbridge obligation, for which planning consent has now lapsed
• a route has been agreed with the Highways dept on the footpath from Clarence Road to Clarence Terrace on which work should commence this year.

All planning obligations to MBC will then have been fulfilled and any possible financial liability on owners for their completion will have been removed.

1. Regarding the major roof defects causing water ingress to some 3rd floor apartments, the action being taken by Miller Homes on behalf of the JV developer/landlord was outlined. To rectify the problems, a full technical roof defect report by a specialist building surveyor has been commissioned and is awaited by Millers before tenders for the work are issued. There is the knock on effect of the delayed roof repairs causing delays to completion of remedialand redecorating work on apartments having resultant internal water damage to decorations etc. All snagging work in that direction is on hold until the roof is sound. It is hoped that a contractor will be appointed for these major roof repairs, expected to take three months, in the near future.

1. Other in house and external developments/improvements carried out by us are very positive, - as reported by the Chairman.

Legal Issues

1. Service charge collections and recovery of arrears have been very satisfactory:

• 4 Legal Claims were issued during the year and Judgements obtained and all charges fully recovered, including from one owner/investor with 3 apartments who soughtpersonal bankruptcy but from who’s estate all our service charges and landlord’s ground rents were recovered in full plus surcharged interest and costs
• One difficult debtor was traced to Switzerland and all monies due recovered in full plus costs and interest
• Two owners had to be threatened with possession orders, one legal charge was registered against an apartment and one Judgement debtor is still outstanding from whom recovery is expected in full within weeks.

Despite that one outstanding debtor, due to late payment surcharges and interest we still recovered over 100% of the invoiced service charge value for the year. The new door entry system will be a great aid to future service charge recoveries due to our ability to now remotely control the validation of door entry fobs. Leases state that owners’ access to the common parts and entrances to the Mill is a right granted by payment of service charge payments.

1. We have a difficult relationship with the un-cooperative freeholder director of Clarence Mill Ltd. We last year drew his attention to valid repair costs for damage caused by their contractors which we have paid out, and claimed shared electricity charges which remain unpaid (value over £11,000) and litigation is imminent if this is not resolved. We have experienced a stubborn and unhelpful attitude in trying to even meet to discuss these issues. Ideally we need a good working relationship with our freeholders but if they show no willingness to reciprocate our offers of co-operation we must just get on and deal with the situation.

1. Discipline - under our legal authority to enforce most of the landlord’s covenants in the Leases, we evicted two troublesome tenants during the year, one of whom had caused some criminal damage, and a third has just been given a final warning for unacceptable behaviour and vandalism. We intend to remain vigilant and determined to control any bad behaviour. The new CCTV access with its recorded and timed entry system has been instrumental in identifying offenders in this respect.

1. The possibility of owners to exercise recent legal rights to buy out their freehold interest in their apartments was raised by me at the EGM last year. Although our Landlords have been put on Notice of our interest no further action has been taken at this stage. The likely cost of owners’ freehold acquisition would be based on a multiple of their annual ground rent, which is negotiable but probably be between £2000-£3,000 per apartment. A show of hands to determine interest was taken (note NOT a Resolution to proceed) and as at least 50% of all owners must agree to this procedure and given the low interest shown, no further action will be taken for the time being in this regard.

Roger expressed his thanks for members’ attention and the full cooperation of fellow directors, the concierge, vigilant owners and members of the sub committee.

The following questions followed Roger’s report:

• Jim Crook asked who was responsible for the painting of the external windows (RF) confirmed this was an owner’s liability but would be probably carried out in cooperation with the Freeholder when other commercial windows were re-painted. RF also replied that pointing of the stonework is the freeholder’s responsibility.
• David Bowden asked about the Freehold and the impact should we not attempt to purchase (RF) replied that the situation would simply continue as at present and the ground rent would continue to be charged annually until the expiry of the Lease.
• Phil Fletcher questioned procedure around dealing with abandoned cars on site (JW) confirmed that a process is in place with action taken against all untaxed, abandoned vehicles, which involves the DVLA. However, whilst DVLA administration protracts removal of the cars, Allen Ford continues to monitor and post warnings upon them.
• Joyce Crook referred to the 24 hour flood lights in place on the upper level of the car park, and asked whether these could be adjusted/controlled(JW) confirmed that Allen and Phil would be looking at altering the lights for the Spring/Summer months, but sensor switches cannot be considered while the dispute with our Landlords is on-going and they refuse to share costs for improvements to shared facilities and services.

• Shane Williams asked about the car park, allocation of spaces to apartment owners, and plans for the newly converted building opposite the main entrance(RF) explained that the car park remains a facility shared with the commercial tenants, and our lease states that there is an allocation of one space per apartment, which is on a purely ‘first come, first served’ basis. The identified allocation of marked fixed spaces with door numbers would not be in the owners’ interests, due to shared commercial usage it would be impossible to control, and also cause problems for those owners with two or more vehicles on site. So far as the industrial building near the entrance is concerned, an application for conversion to residential development was refused a couple of years ago, it appears that work to renovate the building for its existing approved commercial use is now taking place.

6) Resignations of the Board of Directors and Resolution to re-appoint