డైరెక్టర్ల నివేదిక Lila World Wide Ltd.

Jul 31, 2012

The Directors have the pleasure in presenting their 37th Annual Report on the business and operations of your Company for the year ended 31st July, 2012

1. FINANCIAL RESULTS

Year ended Year ended July 31, 2012 July 31, 2011

Sales 16,751,300 36,010

Profit/Loss Before Tax 120,916 (376,484)

Add: Balance brought

forward 130,891,173 131,267,657

Balance available for appropriation 131,012,089 130,891,174

2. PERFORMANCE REVIEW

During the year under review your Company has recorded sale of Rs. 16,751,300/- (Rs. 36,010/- in the previous year). The Profit before tax earned Rs.120,916/- (Loss of Rs. 376,484/- in the previous year).

A detailed review of the Company's operations has been provided in the Management Discussion and Analysis Report, which forms part of this document.

The Board of Directors at its meeting held on 4th July, 2012, has changed the financial year of the Company to 1st April to 31st March, from the year 2012 onwards.

3. DIVIDEND

In view previous years losses, your Directors do not recommend any dividend.

4. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors, M/s. K. R. Manik & Co., confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

5. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Act, your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of your Company for that year;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors had prepared the annual accounts on a 'going concern' basis.

6. DIRECTORS

Pursuant to the provisions of Section 260 of the Act and applicable provisions of the Articles of Association, Mr. Subhash Shinde, Mr. Vijayan Iyer, Ms. Nikita Sharma and Ms. Indu Dalmia, were appointed as the Additional Directors with effect from 29th June, 2012. They hold office up to the date of the forthcoming Annual General Meeting. The Company has received notices from members proposing their appointment as Directors.

Ms. Manju Gurbani was appointed as an Additional Director of the Company with effect from 29th June, 2012, and resigned on 30th June, 2012.

Mr. Samdhan Ogle and Mr. Mangesh Nagotkar has resigned as a Director of the Company with effect from 29th June, 2012.

Brief resume of the Directors, nature of their expertise in specific functional areas and names of Companies in which they are directors and members/Chairman of committees, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

(a) Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels. The requirements of disclosure of particulars in the prescribed format with respect to conversation of energy as prescribed in Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company and hence not provided.

(b) There is no foreign exchange earnings and outgo during the year under review.

8. FIXED DEPOSITS

The Company has not accepted fixed deposits.

9. AUDITORS

M/s. K. R. Manik & Company, Chartered Accountants, Statutory Auditors, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

10. PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, were in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

11. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of assistance and co-operation received from the banks, financial institutions, Government authorities, customers, vendors and investors during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Sd/- Gangaram T. Kamble Chairman & Whole-time Director

Guwahati, 10th August 2012

Registered Office:

302, Furtos Trade Centre, Guwahati - 781 001, Assam.

Corporate Office : Vatsa House, Fort, Mumbai - 400 001, India E-mail: [email protected]