September 19, 2007

Mahindra Gesco Developers

Mahindra Gesco Developers Ltd has informed that the members at the 8th Annual General Meeting (AGM) of the Company held on September 17, 2007 inter alia, have accorded to the following:

1. Adoption of the Balance Sheet as at March 31, 2007 and the Profit and Loss Account for the year ended March 31, 2007, together with the reports of the Auditors' and Directors'.

2. a. Declaration of dividend @ 10.50% on 10,00,000 fully paid-up Non-cumulative Redeemable Preference Shares of Rs 100/- each subject to Companies (Transfer of Profits to Reserves) Rules, 1975 and all other applicable provisions of the Companies Act, 1956 for the year ended March 31, 2007 aggregating Rs 1,05,00,000/- out of profits for the current year.

b. Declaration of dividend @ 15% on 3,99,47,350 fully paid-up equity shares of Rs 10/- each subject to Companies (Transfer of Profits to Reserves) Rules, 1975 and all other applicable provisions of the Companies Act, 1956 for the year ended March 31, 2007 aggregating Rs 5,99,21,025/- out of profits for the current year.

3. Re-appointment of Mr. Arun Nanda, Mr. Hemant Luthra & Mr. Shailesh Haribhakti as Directors of the Company.

4. Re-appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants and M/s. B K Khare & Co., Chartered Accountants, as Joint Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company on remuneration, terms & conditions.

5. Change of name of the Company from "Mahindra Gesco Developers Ltd" to "Mahindra Lifespace Developers Ltd" or such other name as may be approved by Registrar of Companies, Mumbai, Maharashtra and acceptable to the Board of Directors of the Company and that authority be granted to the Board of Directors of the Company.

6. Appointment of Mr. Pawan Kumar Malhotra as a Director of the Company, liable to retire by rotation.

7. Appointment of Mr. Pawan Kumar Malhotra as the Managing Director, designated as "Managing Director & Chief Executive Officer" of the Company for a period of three years with effect from June 11, 2007, on remuneration, terms & conditions.

8. Authority to the Board to Company ("the Board" which term shall be deemed to include Remuneration Committee or any committee thereof which the Board may constitute to exercise its powers, including the powers conferred by this resolution) to vary, as authorised by the provisions of Section 115WKA of the Income-tax Act, 1961, certain terms of the Scheme approved by the shareholders at the 7th Annual General Meeting of the Company held on July 21, 2006 as Special Resolutions at Item Nos. 13 and 14, of the Notice dated June 22, 2006, to provide for the recovery from the eligible employees, the fringe benefit tax in respect of options which will be granted to or vested or exercised by, the eligible employees on or after the April 01, 2007.

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