Directors Report of OK Play India Ltd.
Mar 31, 2023
The Directors of your Company have immense pleasure in presenting the 34th Annual Report on the business and operations of the company and the audited accounts for the Financial Year ended 31st March, 2023.
The Companyâs financial performance, for the year ended 31st March, 2023 is summarized below:
|
(Rs in Lacs) |
||||
|
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
|
2021-22 |
2022-23 |
2021-22 |
2022-23 |
|
|
Revenue from Operations |
7206.56 |
13280.27 |
10114.60 |
118145.19 * |
|
Other Income |
434.21 |
25.59 |
121.67 |
24.18 |
|
Profit /(loss) before exceptional Items and Tax |
(1124.10) |
30.53 |
10236.27 |
18169.37 |
|
Exceptional item Gain/(loss) |
(8.16) |
(22.84) |
(8.21) |
(22.84) |
|
Profit/ (Loss) before Tax |
(1132.26) |
7.69 |
(1061.93) |
285.27 |
|
Less: Provision for Tax |
||||
|
i) Current |
- |
- |
0.11 |
|
|
ii) Earlier year Tax |
- |
- |
1.71 |
|
|
iii) Deferred Tax |
(310.38) |
397.77 |
(290.10) |
479.22 |
|
Profit/ (Loss) after Tax |
(821.88) |
(390.08) |
(771.83) |
(195.77) |
|
Other Comprehensive Income/Loss |
4.10 |
(56.58) |
4.10 |
(56.58) |
|
Total Comprehensive Income/Loss |
4.10 |
(56.58) |
4.10 |
(56.58) |
|
Balance of profit/Loss for earlier years |
(901.18) |
(1723.06) |
(1449.814) |
(2241.42) |
|
Profit /loss transfer to Reserve |
(821.88) |
(390.08) |
(771.82) |
(195.93) |
|
Balance carried forward |
^(1723.06) |
(2113.14) |
(2241.42) |
(2440.77) |
STATUS OF COMPANYâS AFFAIRS /BUSINESS OPERATIONS
The turnover of the company for the year under review stands at Rs.13280.27 lacs as compared to Rs.7206.56 Lacs of the last year. There has been an increase of 84.28 % in the turnover of the Company. Further the Company incurred a net loss of (Rs3 90.08) compared to the net loss of (Rs.821.88 Lacs) of the last year.
A detailed review of the companyâs performance and future prospects is included in the Management Discussion and analysis section of this Annual Report.
During the year no amount is proposed to be transferred to General Reserve.
To conserve the surplus reserves for the business and expansion plan of the Company, your Directors regret their inability to recommend any dividend.
During the Financial year 2022-23, no amount was transferred to IEPF.
Declaration given by Independent Directors meeting the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.
AUDITORS AND AUDITORSâ REPORT
M/s J Madan & Associates has furnished a certificate of their eligibility and consent under section 139 and 141 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 for their re- appointment as the Auditors of the company in the upcoming Annual General Meeting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes occurred in the composition of Board of directors/KMP of the Company.
a) Mr. Rajan Handa has been reappointed as Whole Time Director of the Company with effect from 1st March 2023 to 28th February, 2026.
b) Mrs. Mamta Handa has been reappointed as Whole Time Director of the Company with effect from 20th June, 2022 to 19th June, 2025
c) Mr. Rishab Handa has been reappointed as Whole Time Director of the Company with effect from 20th March 2023 to 19th March, 2026.
d) Mr. Raghav Handa has been reappointed as Whole Time Director of the Company with effect from 20th March 2023 to 19th March, 2026.
e) In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Mamta Handa, Director will retire by rotation at the forthcoming AGM of Company and being eligible, offers herself for reappointment.
f) The Board has recommended that Mr. Rajan Wadhera (DIN 01412577) be reappointed as a Whole Time Director of the Company effective October 1, 2023, subject to approval of shareholders at the ensuing AGM.
g) Mr. Ajay Vohra''s (DIN: 03332920) second consecutive term as an Independent Director will expire on September 30, 2023. Board proposes to appointed Mr Pankaj Kalra (DIN:07219227) as an Independent Non-Executive Director w.e.f 1st October,2023 ,subject to approval of shareholders in the ensuing AGM. Mr. Pankaj Kalra is B.A Hons. in Economics from Hindu College, Delhi University has vast experience in Economics and Finance. The Board considers that his association would be of immense benefit to the Company.
INTERNAL FINANCIAL CONTROLS FOR FINANCIAL STATEMENTS
The company has in place adequate internal financial controls with reference to the financial statements and no significant weakness was found in the implementation of controls during the year under review. The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Companyâs internal control system commensurate with the nature of its business, size and complexity of its operations. The Audit Committee periodically reviews the adequacy of internal financial controls.
The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2023.
In terms of provisions of Section 92, 134(3)(a) of the Companies Act,2013 read with Rule 12 of Companies Act,2013 read with rule 12 of Companies (Management and Administration) Rules,2014, the draft of the Annual Return having all the available information of the Company as on 31 March,2023 is available on the Companyâs website i.e. www.okplay.in.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are entered on armâs length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the listing regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or KMP etc. which may have potential conflict with the interest of the Company at large which warrants the approval of shareholders. All related party transactions are reported to the Audit Committee. Details of all related party transactions are reported to the Audit Committee for scrutiny/ review and referred for approval of the Board on a quarterly basis. Accordingly, the disclosure of related party transactions as required under Section 134 (3)(h) of the Companies Act,2013 in Form AOC-2 forms part of the Annual Report. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Companyâs policy on Related Party Transactions is available at our website www.okplay.in.
The Company has a risk management mechanism in place to identify, evaluate, monitor and manage both business and non-business risks through the oversight of Board, senior management personnel and external advisors. The risk identified by the Company broadly fall in the category of operational risk, regulatory risk, financial & accounting risk. The Company has an elaborate Risk Charter and risk policy defining risk management governance model, risk assessment and prioritization process. The objective of the mechanism is to minimize the impact of various risks identified, advance actions to mitigate it, monitor and report effectiveness of the process and procedures. In the opinion of the Board, none of the said risks which have been identified may threaten the existence of the Company and controls. The Audit Committee has additional oversight in the area of financial risk.
LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of Loans, Guarantees and Investments forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Statutory disclosures as required under Section 134 of the Companies Act, 2013, Particulars relating to Conservation of Energy, technology absorption, foreign exchange earnings and outgo are given in Annexure - I which forms part of the report.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statement relate and the date of report except divestment of stake from its subsidiary i.e. OK Play Healthcare Private Limited.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER BY THE STATUTORY AUDITOR OR SECRETARIAL AUDITOR
The Statutory Auditors of the company have given a unqualified Audit report (Standalone & Consolidated) for the financial year 2022-23.
The Board of Directors appointed Mr. Puneet Kumar Pandey, Company Secretary (COP- 10913), for conducting Secretarial Audit for the financial year 2022-23. Copy of Secretarial Audit Report is annexed as Annexure-III of this report.
Observation by Secretarial Auditor:
(i) The Company had declared its Audited Yearly/quarterly Financial Results for the Quarter/year ended 31st March 2022 on "02nd June 2022â which was beyond the due date.
(ii) Listing Approval of 6,00,000 Equity Shares allotted to Mr. Rajan Handa (One of the Promoters of the Company) against the conversion of Warrants into Equity Shares was awaited since several years.
(i) Penalty laid by SEBI has been paid by the company.
(ii) The approval has been obtained by the company on 22 Feb 2023 and trading approval on 2nd March 2023.
Further Auditors and Secretarial auditors have not observed / reported any fraud which is reportable.
The Board of Directors appointed M/s Shalini Grover & Co., Chartered Accountants (C.P No 15896) as Internal Auditor for the Financial Year 2022-23. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Internal Auditors have submitted their Report to the Chairman of the Audit Committee and this was further reviewed by Management and taken on record.
Mr. Rishab Handa, CFO and Mr. Rajan Handa, Managing Director of the Company have certified to the Board that all the requirements of the Listing Obligations, inter alia, dealing with the review of financial statements and Cash flow statement for the year ended 31st March, 2023, transactions entered into by the Company during the said year, their responsibility for establishing and maintaining internal control systems for financial reporting and evaluation of the effectiveness of the internal control system and making of necessary disclosures to the Auditors and the Audit Committee have been duly complied with.
CORPORATE GOVERANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Corporate Governance stems from the belief and realization that corporate citizenship has a set of responsibilities, which must be fulfilled for a company to progress and succeed over the long term. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and a Report on Corporate Governance along with Certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed as Annexure- lV to the Directorsâ Report.
A declaration by the Managing Director regarding the compliance with the Code of Conduct also forms part of this Annual Report.
NUMBER OF THE MEETINGS OF THE BOARD & ATTENDANCE OF DIRECTORS
There were fourteen Board Meetings held during the Financial Year 2022-23. Details of the same forms part of the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
OK Play is a socially conscious and responsible company supporting organizations working in conservation, education, environmental, management, sustainable development and humanitarian affairs. Provision relating to Corporate Social Responsibility is not applicable to the company during the Financial Year 2022-23.
DISCLOSURE ON BOARD COMMITTEES
Details already provided in the Corporate Governance Section of this Annual report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has adhered to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no complaint received during the year and pending during the financial year under provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Details already provided in the Corporate Governance Section of this Annual report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS
The company has not received any order from the Courts, regulators or tribunals impacting the going concern status and companyâs operation in future.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements as per Indian Accounting Standards. The Audited Consolidated Financial Statements along with Auditorsâ Report thereon forms part of this Annual Report.
Details of subsidiary Companies i.e. OK Play Auto Private Limited, RIRA E- Vehicles Private Limited and Isht Technologies Private Limited and their business operations during the year under review are covered in the Annual Report. Further the Company has made divestment of interest in OK Play Healthcare Private Limited w.e.f 27th June 2022. The Company acquired 100% stake in Isht Technologies Private Limited w.e.f 27th February 2023. Report on the performance and financial position of the subsidiaries as per the provisions of the Companies Act, 2013, is included in this report and hence not repeated here for the sake of brevity.
The Policy for determining material subsidiaries may be accessed on the Companyâs website.
The Company will make available the annual accounts of the subsidiary and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary are also available on website of the Company and are open for inspection at the Registered Office of the Company. The Consolidated Financial statements presented by the Company includes the financial results of its subsidiary companies.
Copy of Annual Report of the Company is available on the website of the Company.
ISSUE OF CONVERTIBLE SHARE WARRNATS
Company has allotted 1,35,30,000 fully convertible warrants at a price of Rs. 60.21 aggregating to Rs. 81.46 Crores in the Financial Year 2023-24. Out of these warrants 35,65,000 warrants have been converted into equity shares till the date of this report.
The Table containing the names and other particulars of employees in accordance with the provisions of Section 197(1), of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-II to this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Y our Directors confirm that:
⢠in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
⢠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 the company as at March 31st, 2023 and of the Profit of the company for the year ended on that date;
⢠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 the company and for preventing and detecting fraud and other irregularities;
⢠the Directors had prepared the annual accounts on a going concern basis; and
⢠the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively
⢠the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
During the year under review, M/s Goyal, Goyal & Associates, Cost Accountants (FRN-000100) was appointed as Cost Auditors for the Financial Year 2022-23. In terms of Section 148(1) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Company is required to maintain Cost records of the Company and accordingly such accounts and records are made and maintained.
The Board has framed a policy for selection and appointment of Directors, senior management and their remuneration. The Policy is uploaded on Companyâs website.
Key principles governing the Remuneration Policy are as follows:
⢠Market competitiveness
⢠Role played by the individual
⢠Reflective of size of the Company, complexity of the sector/ industry/ Companyâs operations and the Companyâs capacity to pay
⢠Consistent with recognized best practices; and
⢠Aligned to any regulatory requirements.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
Qualifications: The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry experience.
Positive Attributes: Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independence in judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
Independence: A Director will be considered independent if he/ she meets the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
Your Company continues to enjoy cordial relations amongst all its employees. In this pursuit of creating its own management cadre, your company has recruited executives and staff at various levels, including senior management positions during the year.
During the year, your company maintained harmonious and cordial industrial relations.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors. The performance evaluation of Independent Directors was done by the entire Board, excluding Directors being evaluated.
DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.
INCREASE IN AUTHORIZED AND PAID UP CAPITAL
Company has increased its authorized capital from existing 30,00,00,000 Crores divided into 3,00,00,000 equity shares of Rs 10 each to Rs 40,00,00,000 Crores divided into4,00,00,000 equity shares of Rs 10 each. Paid up capital of the company is Rs 22761150/-
The Board of Directors wishes to place their appreciation of the companyâs clients, vendors, bankers, and investors for their continued support during the year. Your Directors also wish to place on record their deep appreciation of the dedication and contribution made by employees at all levels, who through their competence, hard work and support have enabled the company to work efficiently and look forward to their continued support in future as well.
Mar 31, 2018
To
The Members,
The Directors are pleased to present the 29th Annual Report along with Audited Financial Statements of the Company for the financial year ended on 31stMarch, 2018.
FINANCIAL RESULTS
The highlights of the financial results are as under:
(Rs in Lakhs)
|
Particulars |
Financial Year ended on 31st March, 2018 |
Financial Year ended on 31st March, 2017 |
|
Revenue from Operations |
11,104.68 |
7,492.62 |
|
Other Income |
412.52 |
99.93 |
|
Total Revenue |
11,517.20 |
7,592.55 |
|
Profit before exceptional items and Tax |
909.38 |
95.81 |
|
Exceptional item (Net gain/(Loss) |
(843.87) |
37.61 |
|
Profit before Tax |
65.51 |
133.42 |
|
Current Tax/M AT |
12.37 |
- |
|
Deferred Tax |
45.13 |
68.48 |
|
Provision of Tax for earlier years written back |
(65.14) |
|
|
Profit/(Loss ) for the year |
73.15 |
64.94 |
FINANCIAL RESULTS OF SUBSIDIARY COMPANY
(Rs. in Lakhs)
|
Particulars |
Financial Year ended on 31st March, 2018 |
Financial Year ended on 31st March, 2017 |
|
Revenue from Operations |
4699.72 |
2036.96 |
|
Other Income |
86.91 |
24.54 |
|
Total Revenue |
4786.63 |
2061.50 |
|
Profit before exceptional items and Tax |
430.67 |
27.93 |
|
Profit before Tax |
391.20 |
27.90 |
|
Current Tax/MAT |
11.88 |
- |
|
Deferred Tax Charges / Credit |
165.71 |
27.72 |
|
Profit/(Loss ) for the year |
213.61 |
0.18 |
RESULT OF OPERATIONS
Revenue from Operations during the year was Rs. 11,104.68 Lakh against Rs. 7,492.62 Lakh in the previous year, which is an increase of 48 %. Profit before exceptional item and tax for the year was Rs. 909.38 Lakh against Rs. 95.81 lakh and Profit after tax for the year was Rs. 73.15 Lakh against Rs. 64.94 Lakh in the previous year.
INDIAN ACCOUNTING STANDARDS (Ind AS)
In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare Financial Statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2017. Ind AS has replaced the existing GAAP Prescribed under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014.
Accordingly the Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2017 and the Financial Statement for the year ended 31st March, 2018 have been prepared in accordance with Ind AS. The Financial Statement for the financial year ended on 31st March, 2017 have been re-stated to comply with Ind AS to make them comparable.
The MCA notification also mandates that Ind AS shall be applicable to Subsidiary Companies, Joint venture or Associates of the Company.
The effect of the transition from Indian GAAP to Ind AS has been explained by way of reconciliation in the Standalone and Consolidated Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard. The audited Consolidated Financial Statements along with Auditorsâ Report thereon form part of this Annual Report.
SUBSIDIARY COMPANY
There is no change in the subsidiary company during the year. Details of subsidiary Company i.e. OK Play Auto Private Limited and its business operation during the year under review are covered in the Annual Report. Report on the performance and financial position of subsidiary company as per the Companies Act, 2013, is included in this report and hence not repeated here for the sake of brevity.
The Policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link: http://okplay.co.in/policy_for_determining_material_subsidiaries.pdf
The Company will make available the annual accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial statements presented by the Company include the financial results of ths subsidiary company.
Copy of Annual Report of the Company uploaded on the website of the Company i.e. www.okplay.co.in.
DIVIDEND
To conserve the surplus reserves for the business and expansion plan of the Company, your Directors regret their inability to recommend any dividend.
TRANSFER TO RESERVES
During the year no amount is proposed to be transferred to General Reserve.
FIXED DEPOSITS
During the financial year under review, your Company had neither accepted nor renewed any deposit from the public within the meaning of Chapter V of the Act. There were no outstanding deposits at the beginning and closing of the financial year. Hence, disclosure of information regarding unpaid and unclaimed deposits, defaults in the repayment of deposits, maximum deposits during the year etc. is not applicable on the Company.
DIRECTORS AND KEY MANAGERIAL PERSON:
In accordance with the provisions of the Companies Act, 2013 and the Companyâs Articles of Association, Mrs. Mamta Handa (DIN- 00238019) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment as Whole Time Director. The Notice also contains proposal for the appointment of Mrs. Mamta Handa as Whole Time Director and approval for payment of remuneration.
Shri Naresh Kumar, Independent Director of the company resigned from Directorship w.e.f. 03rd August, 2017. The Board places on records its appreciation for the contribution made by Mr. Naresh Kumar during his tenure.
Justice (Retd) T.R. Handa, Founder Chairman of the Company has left for his heavenly abode on 5th December, 2017. The Board of Directors place on record its deep sense of gratitude and appreciation for the leadership and direction provided by Late Justice (Retd,) T.R. Handa, as Founder Chairman of the Company during last 29 years.
All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with Company.
After the date of Balance Sheet, Mr. Triloki Nath Verma has resigned from the position of Company Secretary of the Company on 27th April, 2018 and Mr. Rakesh Bhardwaj, an Associate Member of the Institute of the Company Secretaries of India has been appointed in his place with effect from 28th April, 2018.
Further, Mr. Vijayendra Kumar Jain, Director of the Company has resigned from Directorship of the Company w.e.f. 14th August, 2018 due to his pre-occupation in other assignments. The Board places on records its appreciation for the contribution made by Mr. Vijayendra Kumar Jain.
BOARD MEETINGS
During the financial year 2017-18, 11 (Eleven) meeting of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report which forms part of this report. The intervening period between the two meetings was within the period prescribed by the Companies Act, 2013.
BOARD EVALUATION
The Board of Directors has carried out the Annual Performance Evaluation of its own, Board Committees and Individual Directors pursuant to the provision of the Companies Act, 2013 and Corporate Governance requirement as prescribed under the SEBI (LODR) Regulations, 2015.
The performance of the Board was evaluated by the Board, after seeking input from all the Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board process, information and functioning etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the individual Director to the Board and Committee meetings.
Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and Chairman was evaluated, taking into account the view of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this report.
RISK MANAGEMENT
Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risk it faces. Manufacturing sites are analyzed to minimize risk associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continues to be the top priority at manufacturing site. The Companyâs business operations are exposed to a variety of financial risk, market risk, Liquidity risk etc.
The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section 134(5) (e) of the Companies Act, 2013, the Company has in place adequate internal financial control with reference to financial statement. Audit Committee periodically reviews the adequacy of internal financial controls. During the year such control were tested and no reportable material weakness in the design or operation were observed.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) 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 the company at the end of the financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act, 2013 the extract of Annual Return of the Company in Form MGT-9 is annexed as Annexure-1 of this report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The details of establishment of the Whistle Blower Policy/Vigil mechanism has been disclosed on the website of the Company at the link: http://okplay.co.in/Whistle-Blower-Policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 were not applicable on the Company during the financial year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The particular of loans, guarantee and investments have been disclosed in the Standalone Financial Statement of the Company.
RELATED PARTIES TRANSACTIONS
The related party transactions during the financial year were in the ordinary course of business and on armâs length basis. Transactions with related parties are disclosed in Notes to the Financial Statements provided in this Annual Report.
The Related Party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted are reviewed and a statement giving detail of all related party transaction is placed before the Audit Committee for its approval.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://okplay.co.in/Related-Party-Transaction-Policy.pdf.
Details of material contracts or arrangement or transactions at armâs length basis are provided in the Form AOC-2 published in this report
CORPORATE GOVERNANCE
Corporate Governance Report along with Auditors Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed analysis of your Companyâs performance and prospects is discussed in the Management Discussion and Analysis Report which form part of this Annual Report.
INFORMAITON UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaints Committee (ICC) under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.
STATUTORY AUDITORS
M/s D. S. Chadha & Associates, Chartered Accountants (FRN-026723-N), were appointed as Statutory Auditors by the members in the 27th Annual General meeting for the block of 5 years.
Notice of 29th Annual General Meeting contains the proposal/ resolution for the continuation of the existing Auditors for the next financial year. Audit Committee has obtained a certificate and letter of consent from M/s D.S. Chadha & Associates, Chartered Accountants (FRN-026723-N), that his continuation In the office will be in accordance with the requirement of Companies Act, 2013 and they are not disqualified for re-appointment within the meaning of the said Act. Board of Directors also recommends the ratification of appointment of M/s. D.S. Chadha & Associates, Chartered Accountants (FRN-026723-N), as the Statutory Auditors of the Company until the conclusion of the 31st Annual General Meeting of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Statutory disclosures required under Section 134, particulars relating to Conservation of Energy, technology absorption, foreign exchange earnings and outgo is annexed with this report as Annexure-2.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12), of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, is annexed with this Report.
There was no employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 Cr. or more or employed for part of the year and in receipt of remuneration of Rs. 8.50 lakh per month or more during the financial year. Disclosure under Rule 5(2) of the Companies appointment and Remuneration of Managerial Personal Rules 2014 forms part of this report as Annexure-3.
REMUNERATION POLICY
The Board has framed a policy for selection and appointment of Directors, Senior Manager and their remuneration.
COST AUDITORS
Company was not required to appoint Cost Auditors during the financial year 2017-18. Cost Accounting records are maintained by the Company.
INTERNAL AUDITORS
The Board of Directors has appointed, M/s. Shashi Kant & Associates, Chartered Accountants (FRN- 024848N) for conducting Internal Audit for financial year 2017-18. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
SECRETARIAL AUDITORS
The Board of Directors has appointed Mr. Puneet Kumar Pandey, Company Secretary (COP- 10913), for conducting Secretarial Audit for the financial year 2017-18. Copy of Secretarial Audit Report is annexed with this report as Annexure-4.
FRAUDS
Statutory Auditors and Secretarial auditors have not observed / reported any fraud which is reportable.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There is no/ nil amount which remain unpaid or unclaimed for a period of 7 years.
DEMATERIALIZATION OF SHARES
As on 31stMarch, 2018, 95.78 % of equity shares out of the total subscribed capital have been dematerialized.
Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companyâs Equity Shares is INE870B01016.
NOTES TO FINANCIAL STATEMENTS
The notes to the accounts referred to by the Auditors in their report are self-explanatory and may be treated as information/explanation submitted by the Board.
The auditorâs report presented by Statutory Auditors on the accounts of the Company for the financial year ended 31st March, 2018 is self-explanatory and requires no comments.
LISTING OF SECURITIES
Presently, the Securities of the Company are listed at the BSE Ltd.
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its employees. In this pursuit of creating its own management cadre, your company has recruited executives and staff at various levels, including senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial industrial relations.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the co-operation received from Companyâs Customers, Vendors, Bankers, Financial Institutions and Shareholders and look forward to their continued support in future as well.
Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees of the company at all levels.
By order of the Board of Directors
for OK PLAY INDIA LTD.
-Sd- -Sd-
Rajan Handa Mamta Handa
Date : 4th September, 2018 Managing Director Whole Time Director
Place : Tehsil Nuh, District Mewat DIN No- 00194590 DIN No- 00238019
Mar 31, 2016
DIRECTORâS REPORT
To
The Members,
The Directors have great pleasure In presenting the 27th Annual Report on the operations of the Company together with the audited Financial Results of the Company for the financial year ended 31st March, 2016.
FINANCIAL RESULTS OF COMPANY
Rs. In Lakhs
|
|
Current Year ended on 31st March, 2016 |
Previous Year ended on 31st March, 2015 |
|
Sales (Gross)(including excise) |
10233.26 |
595,3.40 |
|
Other Receipt |
27.41 |
2250.25 |
|
Profit/(Loss) before exceptional and extraordinary items and Tax |
497.48 |
(89.42) |
|
Exceptional item: (Net gain/(Loss) on Exchange Fluctuation on FCCB/ECB |
(143.75) |
(141.75) |
|
Exceptional item: Loss on account of Fire |
792.43 |
0 |
|
Profit/(Loss) before extraordinary items and Tax |
(438.69) |
(231.17) |
|
Provision for tax for earlier years |
54.00 |
0 |
|
Profit/(Loss) before Tax |
(384.69) |
(231.17) |
|
Current Tax |
- |
- |
|
Provision for Tax for earlier years written back |
(185.28) |
(67.32) |
|
Profit/(Loss ) for the year |
(199.41) |
(163.85) |
FINANCIAL RESULTS OF SUBSIDIARY COMPANY
Rs. In Lakhs
|
|
Current Year ended on 31â March, 2016 |
Previous Year ended on 31 â March, 2015 |
|
Sales (Gross) (including excise) |
1358.39 |
1397.21 |
|
Other Receipt |
2.46 |
6.16 |
|
Profit/(Loss) before exceptional and extraordinary items and Tax |
(218.39) |
(276.19) |
|
Profit/(Loss) before extraordinary items and Tax |
(218.39) |
(276.19) |
|
Provision for tax for earlier years |
- |
- |
|
Profit/(Loss) before Tax |
(218.39) |
(276.19) |
|
Current Tax |
- |
- |
|
Deferred Tax Charge / Credit |
66.79- |
97.92 |
|
Profit/(Loss ) for the year |
(151.59) |
(178.27) |
OPERATIONS
The sales in the year under review have increased by Rs.4279.86 Lakhs from Rs.5953.40 Lakhs to Rs.10233.26 Lakhs in the current year. This is an increase of 71.89% (Approx) in current year compared to the last year. During the year the Rupee weakened against the dollar and consequently there was an Exchanges Fluctuation Loss of Rs.143.74 Lakhs in the current year.
There was a fire at the plant on the intervening night between 9th & 10th January, 2015 in which the company lost its stocks and part of the Building and Plant & Machinery. The company has incurred a loss due to the fire which has been reflected in extraordinary items.
After the fire incident Company is in the process of procurement and installation of new Machines for improvement in the production process The Company continues to have a strong brand image in the market and the ongoing quality improvement efforts including improvement in process capabilities, reduction of scrap will enable the Company to meet new challenges in cost, quality and productivity.
The Company, as in the previous years and with a long term view, put lot of its efforts on Research and Development for introducing new products to its existing range to cater to its customers in the automobile sectors, children products sector where new products are being added to the existing diversified product range.
A detailed review of the company''s performance and future prospects is included in the Management Discussion and analysis section of this Annual Report.
There is no change in the nature of the Business of Company during the financial year. In the Financial Year 16-17, Company is entering into manufacturing and distribution of E-Vehicles. Company has got its designs registered in the name of E-RAAJA.
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and on the date of report
DIVIDEND
In absence of net profit during the year and to conserve the surplus reserves for the business and expansion plan of the Company, your Directors regret their inability to recommend any dividend.
RESERVES
In absence of Net Profit during the year, the Board has decided not to transfer any amount in the reserves of Company.
FIXED DEPOSITS
During the financial year under review, your Company had neither accepted nor renewed any deposit from the public within the meaning of Chapter V of the Act. There were no outstanding deposits at the beginning and closing of the financial year. Hence, disclosure of information regarding unpaid and unclaimed deposits, defaults in the repayment of deposits, maximum deposits during the year etc. is not applicable on the Company.
NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS
The Board met 10 (Ten) times during the financial year the details of which are given in the Corporate Governance Report. The Intervening period between the two meetings was within the period prescribed by the Companies Act, 2013.
CHANGE IN DIRECTORS / KEY MANAGERIAL PERSON:
Mr. Rakesh Kumar Bhatnagar resigned in the meeting of Board of Directors held on 14th August, 2015 stating his personal reasons.
Mr. Ajay Vohra and Mr. Naresh Kumar were appointed as Independent Director of the Company in the Annual general meeting held on 30th September, 2015.
In accordance with the provisions of the Companies Act, 2013 and the companyâs Articles of Association, Dr. Rajan Wadhera (DIN- 01412577) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Directors. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Director.
INDEPENDENT DIRECTORS
There are 4 (Four) Independent Director on the Board of Directors of Company. The Company has received declaration from all the Independent directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as âSEBI (LODR) Regulations, 2015â).
The Policy for selection of Independent Directors as approved by the Board may be accessed on the Companyâs website at the link http://www.okDlav.co.in/corDrate-aovernanace1.html
Your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) 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 the company at the end of the financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
An extract of the annual return in Form MGT-9 is annexed as Annexure -1 of this report
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Directors draw attention of the members to Note 27(6) to the financial statement which sets out related party disclosures.
Company is implementing its automotive projects through its 100% wholly owned subsidiary namely OK Play Auto Private Limited. To ensure successful development of automotive component production in OK Play Auto Private Limited, it is proposed to render all inputs, components and services as may be required on cost to cost basis.
Board of Directors, in its Meeting held on 14th August, 2014, after approval in the Audit Committee held on same date, approved the transactions pertaining to Related Party OK Play Auto Private Limited (100% wholly owned subsidiary of OK Play India Limited) and also sought approval of shareholders by way of special resolution pursuant to Section 188 of the of the Companies Act, 2013 read with applicable provisions of the Companies (Meeting of Board and its Powers) rules 2014.
The members of the Company have approved the transaction in the last Annual General Meeting held on 30th September, 2014. None of the Directors was concerned or interested in the resolution except, to the extent common directors such as Mr. Rajan Handa and Mrs. Mamta Handa, as they are the Director of the Subsidiary Company.
Transaction with other related parties are carried out in the ordinary course of business and at arm''s length price. These transactions are exempted under Section 188 of the Companies Act, 2013.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://okplav.co.in/Related-Partv-Transaction-Policv.pdf.
Details of material contracts or arrangement or transactions at arms length basis is mentioned in the Form AOC-2 published in this report.
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its employees. In this pursuit of creating its own management cadre, your company has recruited executives and staff at various levels, including senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial industrial relations.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
Statutory disclosures as required by under Section 134, particulars relating to Conservation of Energy, technology absorption, foreign exchange earnings and outgo are given in the enclosed Annexure- 2 which forms part of the report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There is no/ nil amount which remain unpaid or unclaimed for a period of 7 years.
CORPORATE GOVERNANCE
It has been the endeavor of your company to follow and put into practice the code of Corporate Governance, in letter and spirit. A detailed Corporate Governance Report is attached and forms part of this report.
A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance report, as stipulated the SEBI (LODR) Regulations, 2015, forms part of this report.
SUBSIDIARY AND ASSOCIATES COMPANY
There is no change in the subsidiary company during the year. Details of subsidiary i.e. OK Play Auto Private Limited and their business operation during the year under review are covered in the annual report. Report on the performance and financial position of subsidiary and associate company as per the Companies Act, 2013 is included in this report and hence not repeated here for the sake of brevity.
The Policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link: http://okplav.co.in/policv for determining material subsidiaries.pdf
The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial statements presented by the Company include the financial results of its subsidiary company.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report highlighting the performance and prospects of the Companyâs plastic manufacture businesses (as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015) is attached in a separate section and forms part of this report.
PARTICULARS OF EMPLOYEES
The Table containing the names and other particulars of employees in accordance with the provisions of Section 197(12), of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, is appended as Annexure-3 to this Report.
There was no employee employed throughout the financial year and in receipt of the Rs. 1.02 Crores or more or employed for part of the year and in receipt of the Rs. 8.50 Lakh per month or more during the year. Disclosures under Rule 5 (2) of the Companies Appointment and Remuneration of Managerial Personal) Rules, 2014, are given in Annexure-3.
DEMATERIALIZATION OF SHARES
As on 31st March, 2016, 95.27 % (approx) of equity shares out of the total subscribed capital have been dematerialized.
Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companyâs Equity Shares is INE870B01016.
AUDITORS
M/s D. S. Chadha & Associates, Chartered Accountants (FRN-026723-N), were appointed as Statutory Auditors by the members in the Last Annual General meeting. Their appointment would be ratified at the ensuing Annual General Meeting for the remaining period of block of 5 years. Audit Committee has obtained a certificate and letter of consent from M/s D. S. Chadha & Associates, Chartered Accountants (FRN-026723-N) that his continuance in the office will be in accordance with the requirement of Companies Act, 2013, and they are not disqualified for re-appointment within the meaning of the said Act. Board of Director also recommends the ratification of appointment of M/s D. S. Chadha & Associates, Chartered Accountants (FRN-026723-N) as Auditor of the Company till the conclusion of 31st Annual General Meeting.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report are self-explanatory and may be treated as information/explanation submitted by the Board.
The auditor''s report presented by Statutory Auditors on the accounts of the Company for the financial year ended 31st March, 2016 is self explanatory and requires no comments.
INTERNAL AUDITOR
The Board of Directors has appointed, M/s. Jain Sanjeev Kumar & Associates, Chartered Accountants (FRN- 08231C) for conducting Internal Audit.. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
The Board of Directors has appointed M/s. Mukesh Agarwal & Co., Company Secretaries (COP- 3851), for conducting Secretarial Audit for the financial year 2015-16. Copy of Secretarial Audit Report is annexed as Annexure-4 of this report.
Regarding observation made by Secretarial auditors, The Board of Directors submits that Company is in the process of inviting application and interviewing the candidate for the appointment of CFO.
LISTING OF SECURITIES
Presently, the Securities of the Company are listed at the Bombay Stock Exchange Ltd., The Ahmedabad Stock Exchange Ltd., and the Jaipur Stock Exchange Ltd. Honâble BIFR has directed Ahmedabad Stock Exchange Ltd. and Jaipur Stock Exchange Limited to waive off the arrears and allow the delisting of the companyâs shares from these stock exchanges.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy. The Policy comprehensively provides an opportunity for any employee/ Director of the Company to rise any issue concerning breaches of law, accounting policies or any act resulting in financial loss and misuse of Company''s funds/ property or suspected or actual fraud. The Policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The Policy has been communicated to the employees and also posted on the Company''s Website. The Whistle Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle Blower Policy/Vigil mechanism has been disclosed on the website of the Company at the link: httD://okplav.co.in/Whistle-Blower-Policv.Ddf
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 were not applicable on the Company during the period.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.
BOARD EVALUATION
Pursuant to provision of the Companies Act, 2013 and the SEBi (LODR) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.
The evaluation of Non-independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors.
The performance evaluation of Independent Directors was done by the entire Board, excluding Directors being evaluated.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the Financial Year 2015-2016 and hence no compliant is outstanding as on 31.03.2016 for redressal.
REMUNERATION POLICY
The Board has framed a policy for selection and appointment of Directors, Senior Manager and their remuneration.
ACKNOWLEDGEMENT
The Board of Directors wishes to place their appreciation of the companyâs clients, vendors, bankers, and investors for their continued support during the year.
Your Directors also wish to place on record their deep appreciation of the dedication and contribution made by employees at all levels, who through their competence, hard work and support have enabled the company to work efficiently and look forward to their continued support in future as well.
By order of the Board of Directors
for OK PLAY INDIA LTD.
-Sd- -Sd-
Justice T. R. Handa (Retd.) Rajan Handa
Chairman-cum-Whole-time Director Managing Director
Place: New Delhi
Dated: 12th August, 2016
Mar 31, 2015
Dear Members,
The Directors have great pleasure in presenting the 26th Annual Report
on the operations of the Company together with the Audited Financial
Results of the Company for the financial year ended 31st March, 2015.
FINANCIAL RESULTS OF COMPANY
Rs. In Lacs
Current Year Previous Year
ended on ended on
31st March. 31st March
2015 2014
Sales (Gross) 5,953.39 11,705.80
Other Receipt 22.50 27.99
Profit/(Loss) before exceptional 462 69
and extraordinary
items and Tax
Exceptional item:
(Net gain/(Loss) on Exchange (141.75) (347.65)
Fluctuation on FCCB/ECB
Profit/(Loss) before extraordinary (231.17) 115.04
items and Tax
Provision for tax for earlier years - 13.32
Profit/(Loss) before Tax (231.17) 101.72
Current Tax - (54.00)
Provision for Tax for earlier years (67.32) (465.09)
written back
Profit/(Loss) for the year (163.85) (417.36)
FINANCIAL RESULTS OF SUBSIDIARY COMPANY
Rs. In Lacs
Current Year Previous Year
ended on ended on
31st March. 31st March
2015 2014
Sales (Gross) 1,397.21 796.20
Other Receipt 6.16 1.17
Profit/(Loss) before exceptional (276 19) (581 66)
and extraordinary
items and Tax
ProfiV(Loss) before extraordinary (276.19) (581.66)
items and Tax
Provision for tax for earlier years - -
Profit/(Loss) before Tax (276.19) (581.66)
Current Tax - -
Provision for Tax for earlier 97.92 18.08
years written back
Profit/(Loss) for the year 178.27 400.85
The sales in the year under review have decreased by Rs. 5751.81 Lacs
from Rs. 11705.80 Lacs to Rs. 5953.39 Lacs. This is an decrease of
49.14% (Approx) in current year compared to the last year. During the
year, the Rupee weakened against the dollar and consequently there was
an Exchanges Fluctuation Loss of Rs. 141.75 Lacs in the current year.
There was a fire at the plant on the intervening night between 9th &
10th January, 2015 in which the company lost its stocks and part of the
Building and Plant & Machinery. The company has incurred a loss of Rs
22.25 crores due to the fire which have been reflected in other
expenses. Due to this mish happening, a major chunk of finished goods
was destroyed which resulted in the dip in the sales.
After the fire incident, Company is in the process of procurement and
installation of new Machines for improvement in the production process.
The Company continues to have a strong brand image in the market and
the ongoing quality improvement efforts including improvement in
process capabilities, reduction of scrap will enable the Company to
meet new challenges in cost, quality and productivity.
The Company, as in the previous years and with a long term view, put
lot of its efforts on Research and Development for introducing new
products to its existing range to cater to its customers in the
automobile sectors, children products sector where new products are
being added to the existing diversified product range.
A detailed review of the company's performance and future prospects is
included in the Management Discussion and analysis section of this
Annual Report.
There is no change in the nature of the Business of Company during the
financial year.
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year
and on the date of report.
DIVIDEND
In absence of net profit during the year and to conserve the surplus
reserves for the business and expansion plan of the Company, your
Directors regret their inability to recommend any dividend.
RESERVES
In absence of Net Profit during the year, the Board has decided not to
transfer any amount in the reserves of Company.
FIXED DEPOSITS
During the financial year under review, your Company had neither
accepted nor renewed any deposit from the public within the meaning of
Chapter V of the Act. There were no outstanding deposits at the
beginning and closing of the financial year. Hence, disclosure of
information regarding unpaid and unclaimed deposits, defaults in the
repayment of deposits, maximum deposits during the year etc. is not
applicable on the Company.
NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS
The Board met 9 (Nine) times during the financial year the details of
which are given in the Corporate Governance Report. The Intervening
period between the two meetings was within the period prescribed by the
Companies Act, 2013.
CHANGE IN DIRECTORS / KEY MANAGERIAL PERSON:
During the financial year Mr. Krishan Murthy Vijayan has resigned from
the directorship of the Company w.e.f. 30th June, 2014.
After the date of Balance sheet, Mr. Rakesh Kumar Bhatnagar has also
resigned in the meeting of Board of Directors held on 14th August, 2015
stating his personal reasons.
Notice of the meeting contains business item for the appointment of Mr.
Ajay Vohra and Mr. Naresh Kumar as Independent Director of the Company
for approval of the shareholders.
Mr. Dhir Singh Bhati, Company Secretary, has resigned with effect from
13th February, 2015. Board of Directors has appointed Mr. Triloki Nath
Verma has as Company Secretary and Compliance officer with effect from
2nd March, 2015.
In accordance with the provisions of the Companies Act, 2013 and the
company's Articles of Association, Mrs. Mamta Handa (DIN- 00238019) is
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment as Directors. The
Notice convening the Annual General Meeting includes the proposals for
re-appointment of Directors.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent directors
of the Company confirming that they meet with the criteria of
independence as prescribed both under sub section(6) of section 149 of
the Companies Act, 2013 and Clause 49 of the Listing Agreement with
Stock Exchange.
The Policy for selection of Independent Directors as approved by the
Board may be accessed on the Company's website at the link
http://www.okplay.in/corprate-governanace1 .html
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) 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
the company at the end of the financial year and of the profit and loss
of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
An extract of the annual return in Form MGT-9 is annexed as Annexure -1
of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Directors draw attention of the members to Note 27(6) to the
financial statement which sets out related party disclosures.
Company is implementing its automotive projects through its 100% wholly
owned subsidiary namely OK Play Auto Private Limited. To ensure
successful development of automotive component production in OK Play
Auto Private Limited, it is proposed to render all inputs, components
and services as may be required on cost to cost basis.
Board of Directors, in its Meeting held on 14th August, 2014, after
approval in the Audit Committee held on same date, approved the
transactions pertaining to Related Party OK Play Auto Private Limited
(100% wholly owned subsidiary of OK Play India Limited) and also sought
approval of shareholders by way of special resolution pursuant to
Section 188 of the of the Companies Act, 2013 read with applicable
provisions of the Companies (Meeting of Board and its Powers) rules
2014.
The members of the Company have approved the transaction in the last
Annual General Meeting held on 30th September, 2014. None of the
Directors was concerned or interested in the resolution except, to the
extent common directors such as Mr. Rajan Handa and Mrs. Mamta Handa,
as they are the Director of the Subsidiary Company.
Transaction with other related parties are carried out in the ordinary
course of business and at arm's length price. These transactions are
exempted under Section 188 of the Companies Act, 2013.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link
http://okplay.in/Related-Party-Transaction-Policy.pdf
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its
employees. In this pursuit of creating its own management cadre, your
company has recruited executives and staff at various levels, including
senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial
industrial relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statutory disclosures as required by under Section 134, particulars
relating to Conservation of Energy, technology absorption, foreign
exchange earnings and outgo are given in the enclosed "Annexure-2"
which forms part of the report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provision of section 205A (5) and 205C of the Companies
Act, 1956 there is no/ nil amount which remain unpaid or unclaimed for
a period of 7 years.
CORPORATE GOVERNANCE
It has been the endeavor of your company to follow and put into
practice the code of Corporate Governance, in letter and spirit. A
detailed Corporate Governance Report is attached and forms part of this
report.
A certificate from the Company Secretary in practice regarding
compliance of conditions of Corporate Governance report, as stipulated
under clause 49 of the Listing Agreement, forms part of this report.
SUBSIDIARY AND ASSOCIATES COMPANY
There is no change in the subsidiary Company during the year. Details
of subsidiary i.e. OK Play Auto Private Limited and their business
operation during the year under review are covered in the annual
report. Report on the performance and financial position of subsidiary
and associate company as per the Companies Act, 2013 is included in
this report and hence not repeated here for the sake of brevity.
The Policy for determining material subsidiaries as approved may be
accessed on the Company's website at the link: http://okplay.in/policy
for determining materiaLsubsidiaries.pdf
The Company will make available the Annual Accounts of the subsidiary
company and the related detailed information to any member of the
Company who may be interested in obtaining the same. The annual
accounts of the subsidiary Company will also be kept open for
inspection at the Registered Office of the Company and that of the
respective subsidiary Company. The Consolidated Financial statements
presented by the Company include the financial results of its
subsidiary Company.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
India, in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report highlighting the
performance and prospects of the Company's plastic manufacture
businesses (as stipulated under Clause 49 of the listing agreement) is
attached in a separate section and forms part of this report.
PARTICULARS OF EMPLOYEES
The Table containing the names and other particulars of employees in
accordance with the provisions of Section 197(12), of the Companies
Act, 2013, read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personal) Rules, 2014, is appended as
Annexure-3 to this Report.
There was no employee employed throughout the financial year and in
receipt of the Rs. 60 Lakh or more or employed for part of the year and
in receipt of the Rs. 5 Lakh per month or more during the year.
Disclosures under Rule 5 (2) of the Companies Appointment and
Remuneration of Managerial Personal) Rules, 2014, are not applicable on
the Company.
DEMATERIALISATION OF SHARES
As on 31st March, 2015, 95.11 % (approx) of equity shares out of the
total subscribed capital have been dematerialized.
Under the Depository System, the International Securities
Identification Number (ISIN) allotted to the Company's Equity Shares is
INE870B01016.
AUDITORS
M/s S. P. Marwaha & Co., Chartered Accountants, the present auditors of
the Company have resigned in the Board Meeting held on 14th August,
2015. Audit Committee has obtained a certificate and letter of consent
from M/s D. S. Chadha & Associates, Chartered Accountants
(FRN-026723-N) that appointment, if made, will be in accordance with
the requirement of Companies Act, 2013, and they are not disqualified
for re-appointment within the meaning of the said Act. Board of
Director also recommends the appointment of M/s D. S. Chadha &
Associates, Chartered Accountants (FRN- 026723-N) as Auditor of the
Company till the conclusion of 27th Annual General Meeting.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report
are self-explanatory and may be treated as information/ explanation
submitted by the Board.
The auditor's report presented by M/s. S. P. Marwaha & Co., Chartered
Accountants, Statutory Auditors on the accounts of the Company for the
financial year ended 31st March, 2015 is self explanatory and requires
no comments.
INTERNAL AUDITOR
The Board of Directors has appointed, M/s. Jain Sanjeev Kumar &
Associates, Chartered Accountants (FRN- 08231C) for conducting Internal
Audit for the financial year 2015-16. The Company has in place adequate
internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material
weakness in the design or operation was observed.
COST AUDITORS
The Board of Directors has appointed, M/s. Goyal & Goyal Associates,
Cost Accountants for conducting Cost Audit for the financial year
2015-16.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
The Board of Directors has appointed M/s. Mukesh Agarwal & Co., Company
Secretaries (COP- 3851), for conducting Secretarial Audit for the
financial year 2014-15. Copy of Secretarial Audit Report is annexed as
Annexure-4 of this report.
Your director submits that the changes in the Companies law have
brought significant changes in the Compliance Reporting. Compliance
Reporting has been increased manifold without giving any transition
period. These changes are still continuing and thus lead to ambiguity,
confusion on the interpretation of provisions under the Companies Act,
2013. These changes, ambiguity and confusion on the interpretation
resulted in the non compliance of new provisions. Parawise reply on the
qualifications made under Secretarial Auditors Report is as under:
1. Company is in the process of inviting application and interviewing
the candidate for the appointment of CFO. This compliance will be done
in the next Board Meeting.
2. Board of Directors in its meeting held on 14th August, 2015 have
appointed M/s. Jain Sanjeev Kumar & Associates, as internal auditor of
the Company. This compliance has been done by the Company.
3. Regarding remarks made at 3, 4 & 5 point, It is clarified that in
the 25th Annual General Meeting, shareholders have authorized the Board
to Borrow the money upto Rs. 200 Crores. Copy of this resolution has
been filed with ROC in due course. Subsequent filing of each and every
resolution was done when Board became aware of the new compliance
regime. This is an inadvertent error without any prejudice to the
stakeholders. However, Company will seek condonation of delay from
Central Government for filing of same.
4. Related Party Transaction with subsidiary company are approved by
the Shareholders in the 25th Annual General Meeting. Transaction with
other entities has been done in the regular course of business at arm's
length price which is exempt under Section 188 itself and requires no
approval.
5. Notice for the ensuing Annual General Meetings contains the
proposal for the appointment of Independent Directors.
LISTING OF SECURITIES
Presently, the Securities of the Company are listed at the Bombay Stock
Exchange Ltd., The Ahmedabad Stock Exchange Ltd., and the Jaipur Stock
Exchange Ltd. Hon'ble BIFR has directed Ahmedabad Stock Exchange Ltd.
and Jaipur Stock Exchange Limited to waive off the arrears and allow
the delisting of the company's shares from these stock exchanges.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy. The Policy
comprehensively provides an opportunity for any employee/ Director of
the Company to rise any issue concerning breaches of law, accounting
policies or any act resulting in financial loss and misuse of Company's
funds/ property or suspected or actual fraud. The Policy provides for a
mechanism to report such concerns to the Audit Committee through
specified channels. The Policy has been communicated to the employees
and also posted on the Company's Website. The Whistle Blower Policy
complies with the requirements of Vigil mechanism as stipulated under
Section 177 of the Companies Act, 2013. The details of establishment of
the Whistle Blower Policy/Vigil mechanism has been disclosed on the
website of the Company at the link: http://okplay.in/Whistle-
Blower-Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 were not applicable on the Company during the
period.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and/or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of
the Company.
BOARD EVALUATION
Pursuant to provision of the Companies Act, 2013 and Clause-49 of the
Listing Agreement, the Board has carried out an Annual Performance
Evaluation of its own performance and the Directors individually.
The manner of evaluation of Non-independent Directors, Chairman and the
Board as a whole was done at a separate meeting held by Independent
Directors.
The performance evaluation of Independent Directors was done by the
entire Board, excluding Directors being evaluated.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the Financial Year
2014-2015 and hence no compliant is outstanding as on 31.03.2015 for
redressal.
REMUNERATION POLICY
The Board has framed a policy for selection and appointment of
Directors, Senior Manager and their remuneration.
ACKNOWLEDGEMENT
The Board of Directors wishes to place their appreciation of the
company's clients, vendors, bankers, and investors for their continued
support during the year.
Your Directors also wish to place on record their deep appreciation of
the dedication and contribution made by employees at all levels, who
through their competence, hard work and support have enabled the
company to work efficiently and look forward to their continued support
in future as well.
By order of the Board of Directors
for OK PLAY INDIA LTD.
-Sd- -Sd-
Place: New Delhi Justice T. R. Handa (Retd.) Rajan Handa
Dated: 14th August, 2015 Chairman -cum-Whole-time Managing
Director Director
Mar 31, 2014
Dear Members,
The Directors have great pleasure in presenting the 25th Annual Report
on the operations of the Company together with the Audited Financial
Results of the Company for the financial year ended 31st March, 2014.
FINANCIAL RESULTS Rs. In Lacs
Current Year Previous Year
Ended 31st Ended 31st
March, 2014 March, 2013
Sales (Gross) 11705.80 6615.65
Other Receipt 27.99 34.52
Profit/(Loss) before exceptional
and extraordinary items and Tax 462.69 (34.14)
Exceptional item: (347 65) (195 85)
(Net gain/(Loss) on Exchange
Fluctuation on FCCB/ECB (347.65) (195.85)
Profit/(Loss) before
extraordinary items and Tax 115.04 (229.99)
Provision for tax for earlier years 13.32 -
Profit/(Loss) before Tax 101.72 (229.99)
Current Tax (54.00) -
Provision for Tax for earlier
years written back (465.09) 17.14
Profit/(Loss ) for the year (417.36) (212.85)
OPERATIONS
The sales in the year under review have increased by Rs.5090.15 Lacs
from Rs. 6615.65 Lacs to Rs. 11705.80 Lacs. This is an increase of
76.94 % (Approx) in current year compared to the last year. During the
year the Rupee weakened against the dollar and consequently there was
an Exchanges Fluctuation Loss of Rs. 347.65 Lacs in the current year.
The Company, as in the previous years and with a long term view, put
lot of its efforts on Research and Development for introducing new
products to its existing range to cater to its customers in the
automobile sectors, children products sector where new products are
being added to the existing diversified product range.
A detailed review of the company''s performance and future prospects is
included in the Management Discussion and analysis section of this
Annual Report.
DIVIDEND
To conserve the funds for the business of the Company including the
funding for the expansion plans, your Directors regret their inability
to recommend any dividend.
FIXED DEPOSITS
During the financial year under review, your Company had neither
accepted nor renewed any deposit from the public within the meaning of
Section 58A of the Companies Act, 1956.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
company''s Articles of Association, Mr. Rajan Handa and independent
Directors Sh. Rakesh Kumar Bhatnagar, Sh. Shalabh Jasoria and sh.
Vijayendra Kumar Jain retire by rotation at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment as
Directors. The Notice convening the Annual General Meeting includes the
proposals for re-appointment of Directors.
The Company has received declaration from all the Independent directors
of the Company confirming that they meet with the criteria of
independence as prescribed both under sub section(6) of section 149 of
the Companies Act, 2013 and Clause 49 of the Listing Agreement with
Stock Exchange.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (2AA) of Section 217 of the
Companies Act, 1956, your Directors confirm:
(i) That in the preparation of the Annual Accounts, the applicable
standards have been followed along with proper explanation relating to
material departures, if any;
(ii) That the Company 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 the Company at the end of the financial year as on 31st March, 2014
and of the profit & loss account of the Company for that period;
(iii) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the accounts of your Company have been prepared on a going
concern basis.
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its
employees. In this pursuit of creating its own management cadre, your
company has recruited executives and staff at various levels, including
senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial
industrial relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statutory disclosures as required by the Companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988,
particulars relating to Conservation of Energy, technology absorption,
foreign exchange earnings and outgo are given in the enclosed
"Annexure-A" which forms part of the report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provision of section 205A (5) and 205C of the companies
Act, 1956 there is no/ nil amount which remain unpaid or unclaimed for
a period of 7 years.
Pursuant to the provision of Investor Education and Protection Fund
(Uploading of Information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the nil return on
the website of the Ministry of Corporate affairs website.
CORPORATE GOVERNANCE
It has been the endeavor of your company to follow and put into
practice the code of Corporate Governance, in letter and spirit. A
detailed Corporate Governance Report is attached and forms part of this
report.
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance report, as stipulated under clause
49 of the Listing Agreement, forms part of this report.
SUBSIDIARY COMPANY
Details of subsidiary that is OK Play Auto Private Limited and their
business operation during the year under review are covered in the
annual report . The Subsidiary Company is having a plastic
manufacturing unit for auto sector. In accordance with general circular
no. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate
Affairs, Government of India has granted general exemption under
section 218(8) of the Companies Act 1956, As required under the
circular, The Board of director has, at its meeting held on 14th day of
August, 2014 passed a resolution giving consent for not attaching the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary company. The Company will make available the Annual Accounts
of the subsidiary company and the related detailed information to any
member of the Company who may be interested in obtaining the same. The
annual accounts of the subsidiary company will also be kept open for
inspection at the Registered Office of the Company and that of the
respective subsidiary company. The Consolidated Financial statements
presented by the Company include the financial results of its
subsidiary company.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards (AS)-17 read with 23 prescribed by the Institute of Chartered
Accountants of India, in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
performance and prospects of the Company''s plastic manufacture
businesses is attached and forms part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee who falls under the
terms of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
DEMATERIALISATION OF SHARES
As on 31st March, 2014, 94.06% (approx) of equity shares out of the
total subscribed capital have been dematerialized.
Under the Depository System, the International Securities
Identification Number (ISIN) allotted to the Company''s Equity Shares is
INE870B01016.
AUDITORS
M/s S. P. Marwaha & Co., Chartered Accountants, the present auditors of
the company will retire as auditors at the ensuing Annual General
Meeting and are eligible for re-appointment.
The Company has received letters the effect that their re-appointment,
if made, would be within the prescribed limits under Section 141(3)(g)
of the Companies Act, 2013 and they are not disqualified for
re-appointment within the meaning of the said Act.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report
are self-explanatory and may be treated as information/ explanation
submitted by the Board as contemplated under section 217(3) of the
Companies Act, 1956.
COST AUDITORS
The Company has appointed, M/s. Goyal & Goyal Associates, Cost
Accountants for conducting Cost Audit for the financial year 2013-14.
LISTING OF SECURITIES
Presently, the Securities of the Company are listed at the Bombay Stock
Exchange Ltd., The Ahmedabad Stock Exchange Ltd., and the Jaipur Stock
Exchange Ltd. Hon''ble BIFR has directed Ahmedabad Stock Exchange Ltd.
and Jaipur Stock Exchange Limited to waive off the arrears and allow
the delisting of the company''s shares from these stock exchanges.
ACKNOWLEDGEMENT
The Board of Directors wishes to place their appreciation of the
company''s clients, vendors, bankers, and investors for their continued
support during the year.
Your Directors also wish to place on record their deep appreciation of
the dedication and contribution made by employees at all levels, who
through their competence, hard work and support have enabled the
company to work efficiently and look forward to their continued support
in future as well.
By order of the Board of Directors
for OK PLAY INDIA LTD.
-Sd-
Place: New Delhi Justice T.R.Handa (Retd.)
Dated: 14th August, 2014 Chairman-cum-Whole-time Director
Mar 31, 2013
To The Members,
The Directors have great pleasure in presenting the 24th Annual Report
on the operations of the Company together with the audited Financial
Results of the Company for the financial year ended 31st March, 2013.
FINANCIAL RESULTS Rs. In Lacs
Current Year Previous Year
Ended Ended
31st March , 2013 31st March , 2012
Sales (Gross) 6615.65 4429.93
Other Receipt 34.52 41.77
Profit/(Loss) before
exceptional and extraordinary
items and Tax (34.14) (434.08)
Exceptional item: (195.85) (511.72)
(Net gain/(Loss) on Exchange
Fluctuation on FCCB/ECB)
Profit/(Loss) before extraordinary
items and Tax (229.99) (945.80)
Provision for tax for earlier years - 65.14
Profit/(Loss) before Tax (229.99) (1010.94)
Deferred Tax Credit 17.14 274.57
Profit/(Loss ) for the year (212.85) (736.37)
OPERATIONS
The sales in the year under review have increased by Rs.2185.72 Lacs
from Rs. 4429.93 Lacs to Rs. 6615.65 Lacs. This is an increase of 49.34
% (Approx) in current year compared to the last year. During the year
the Rupee weakened against the dollar and consequently there was an
Exchanges Fluctuation Loss of Rs. 195.85 Lacs in the current year.
The Company, as in the previous years and with a long term view, put
lot of its efforts on Research and Development for introducing new
products to its existing range to cater to its customers in the
automobile sectors, children products sector where new products are
being added to the existing diversified product range.
A detailed review of the company''s performance and future prospects is
included in the Management Discussion and analysis section of this
Annual Report.
DIVIDEND
To conserve the funds for the business of the Company including the
funding for the expansion plans, your Directors regret their inability
to recommend any dividend.
FIXED DEPOSITS
During the financial year under review, your Company had neither
accepted nor renewed any deposit from the public within the meaning of
Section 58A of the Companies Act, 1956.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
company''s Articles of Association, Dr. Rajan Wadhera and Sh. Rakesh
Kumar Bhatnagar retire by rotation at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment as
Directors. The Notice convening the Annual General Meeting includes the
proposals for re-appointment of Directors.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (2AA) of Section 217 of the
Companies Act, 1956, your Directors confirm:
(i) That in the preparation of the Annual Accounts, the applicable
standards have been followed along with proper explanation relating to
material departures, if any;
(ii) That the Company 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 the Company at the end of the financial year as on 31st March, 2013
and of the profit & loss account of the Company for that period;
(iii) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the accounts of your Company have been prepared on a going
concern basis.
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its
employees. In this pursuit of creating its own management cadre, your
company has recruited executives and staff at various levels, including
senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial
industrial relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statutory disclosures as required by the Companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988,
particulars relating to Conservation of Energy, technology absorption,
foreign exchange earnings and outgo are given in the enclosed
"Annexure-A" which forms part of the report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provision of section 205A (5) and 205C of the companies
Act, 1956 there is no/ nil amount which remain unpaid or unclaimed for
a period of 7 years.
Pursuant to the provision of Investor Education and Protection Fund
(Uploading of Information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the nil return on
the website of the Ministry of Corporate affairs website.
CORPORATE GOVERNANCE
It has been the endeavor of your company to follow and put into
practice the code of Corporate Governance, in letter and spirit. A
detailed Corporate Governance Report is attached and forms part of this
report.
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance report, as stipulated under clause
49 of the Listing Agreement, forms part of this report.
SUBSIDIARY COMPANY
During the year under review, the company subscribed to 36,30,000
equity shares of OK Play Auto Private Limited. The Subsidiary Company
is having a plastic manufacturing unit for auto sector. In accordance
with general circular no. 2/2011 dated February 8, 2011 issued by the
Ministry of Corporate Affairs, Government of India has granted general
exemption under section 218(8) of the Companies Act 1956, As required
under the circular, The Board of director has, at its meeting held on
14th day of August, 2013 passed a resolution giving consent for not
attaching the Balance Sheet, Profit and Loss Account and other
documents of the subsidiary company. The Company will make available
the Annual Accounts of the subsidiary company and the related detailed
information to any member of the Company who may be interested in
obtaining the same. The annual accounts of the subsidiary company will
also be kept open for inspection at the Registered Office of the
Company and that of the respective subsidiary company. The Consolidated
Financial statements presented by the Company include the financial
results of its subsidiary company.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
India, in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
performance and prospects of the Company''s plastic manufacture
businesses is attached and forms part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee who falls under the
terms of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
DEMATERIALISATION OF SHARES
As on 31st March, 2013, 94.56% (approx) of equity shares out of the
total subscribed capital have been dematerialized.
Under the Depository System, the International Securities
Identification Number (ISIN) allotted to the Company''s Equity Shares is
INE870B01016.
AUDITORS
M/s S. P. Marwaha & Co., Chartered Accountants, the present auditors of
the company will retire as auditors at the ensuing Annual General
Meeting and are eligible for re-appointment.
The Company has received letters the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and they are not disqualified for
re-appointment within the meaning of Section 226 of the said Act.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report
are self-explanatory and may be treated as information/ explanation
submitted by the Board as contemplated under section 217(3) of the
Companies Act, 1956.
COST AUDITORS
The Company has appointed, M/s. Goyal & Goyal Associates, Cost
Accountants for conducting Cost Audit for the financial year 2012-13.
LISTING OF SECURITIES
Presently, the Securities of the Company are listed at the Bombay Stock
Exchange Ltd., The Ahmedabad Stock Exchange Ltd., and the Jaipur Stock
Exchange Ltd. Hon''ble BIFR has directed Ahmedabad Stock Exchange Ltd.
and Jaipur Stock Exchange Limited to waive off the arrears and allow
the delisting of the company''s shares from these stock exchanges.
ACKNOWLEDGEMENT
The Board of Directors wishes to place their appreciation of the
company''s clients, vendors, bankers, and investors for their continued
support during the year.
Your Directors also wish to place on record their deep appreciation of
the dedication and contribution made by employees at all levels, who
through their competence, hard work and support have enabled the
company to work efficiently and look forward to their continued support
in future as well.
By order of the Board of Directors
for OK PLAY INDIA LTD.
-Sd-
Place: New Delhi Justice T.R.Handa (Retd.)
Dated: 14th August, 2013 Chairman-cum-Whole-time Director
Mar 31, 2012
The Directors have great pleasure in presenting the 23rd Annual Report
on the operations of the Company together with the audited Financial
Results of the Company for the financial year ended 31st March, 2012.
FINANCIAL RESULTS Rs. In Lacs
Current Year Previous Year
Ended 31st Ended 31st
March, 2012 March, 2011
Sales (Gross) 4429.93 4032.95
Other Receipt 41.77 35.62
Profit/(Loss) before exceptional and
extraordinary items and Tax (434.08) (494.71)
Exceptional item:
(Netgain/(Loss) on Exchange Fluctuation
on FCCB/ECB (511.71) 74.47
Profit/(Loss) before extraordinary items
and Tax (945.80) (420.23)
Provision for tax for earlier years 65.14 (0.16)
Current Year Previous Year
Ended 31st Ended 31st
March, 2012 March, 2011
Profit/(Loss) before Tax (1010.94) (420.07)
Provision for Tax for earlier years
written back 274.57 112.25
Profit/(Loss) for the year (736.37) (307.82)
OPERATIONS
The sales in the year under review have increased by Rs.396.98 Lacs
from Rs. 4032.95 Lacs to Rs. 4429.93 Lacs. This is an increase of 10 %
(Approx) in current year compared to the last year. During the year the
Rupee weakened against the dollar and consequently there was an
Exchanges Fluctuation Loss of Rs. 511.71 Lacs in the current year.
The Company, as in the previous years and with a long term view, put
lot of its efforts on Research and Development for introducing new
products to its existing range to cater to its customers in the
automobile sectors, children products sector where new products are
being added to the existing diversified product range.
A detailed review of the company's performance and future prospects
is included in the Management Discussion and analysis section of this
Annual Report.
DIVIDEND
To conserve the funds for the business of the Company including the
funding for the expansion plans, your Directors regret their inability
to recommend any dividend.
FIXED DEPOSITS
During the financial year under review, your Company had neither
accepted nor renewed any deposit from the public within the meaning of
Section 58A of the Companies Act, 1956.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
company's Articles of Association, Ms. Mamta Handa and Sh. Vijendra
Kumar Jain retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment as Directors. The
Notice convening the Annual General Meeting includes the proposals for
re-appointment of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (2AA) of Section 217 of the
Companies Act, 1956, your Directors confirm:
(i) That in the preparation of the Annual Accounts, the applicable
standards have been followed along with proper explanation relating to
material departures, if any;
(ii) That the Company 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 the Company at the end of the financial year as on 31st March, 2012
and of the profit & loss account of the Company for that period;
(iii) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the accounts of your Company have been prepared on a going
concern basis.
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its
employees. In this pursuit of creating its own management cadre, your
company has recruited executives and staff at various levels, including
senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial
industrial relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statutory disclosures as required by the Companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988,
particulars relating to Conservation of Energy, technology absorption,
foreign exchange earnings and outgo are given in the enclosed
"Annexure-A" which forms part of the report.
CORPORATE GOVERNANCE
It has been the endeavor of your company to follow and put into
practice the code of Corporate Governance, in letter and spirit. A
detailed Corporate Governance Report is attached and forms part of this
report.
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance report, as stipulated under clause
49 of the Listing Agreement, forms part of this report.
SUBSIDIARY COMPANY
During the year under review, the company subscribed to 4, 60,000
equity shares of OK Play Auto Private Limited. The Subsidiary Company
is proposing a plastic manufacturing unit for auto sector. In
accordance with general circular no. 2/2011 dated February 8, 2011
issued by the Ministry of Corporate Affairs, Government of India has
granted general exemption under section 218(8) of the Companies Act
1956, As required under the circular, The Board of director has, at its
meeting held on 14th day of August, 2012 passed a resolution giving
consent for not attaching the Balance Sheet, Profit and Loss Account
and other documents of the subsidiary company. The Company will make
available the Annual Accounts of the subsidiary company and the related
detailed information to any member of the Company who may be interested
in obtaining the same. The annual accounts of the subsidiary company
will also be kept open for inspection at the Registered Office of the
Company and that of the respective subsidiary company. The Consolidated
Financial statements presented by the Company include the financial
results of its subsidiary company.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
India, in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
performance and prospects of the Company's plastic manufacture
businesses is attached and forms part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee who falls under the
terms of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
DEMATERIALISATION OF SHARES
As on 31st March, 2012, 94.09% (approx) of equity shares out of the
total subscribed capital have been dematerialized.
Under the Depository System, the International Securities
Identification Number (ISIN) allotted to the Company's Equity Shares
is INE870B01016.
AUDITORS
M/s S. P. Marwaha & Co., Chartered Accountants, the present auditors of
the company will retire as auditors at the ensuing Annual General
Meeting and are eligible for re-appointment.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report
are self-explanatory and may be treated as information/explanation
submitted by the Board as contemplated under section 217(3) of the
Companies Act, 1956.
LISTING OF SECURITIES
Presently, the Securities of the Company are listed at the Bombay Stock
Exchange Ltd., The Ahmedabad Stock Exchange Ltd., and the Jaipur Stock
Exchange Ltd. Hon'ble BIFR has directed Ahmedabad Stock Exchange Ltd.
and Jaipur Stock Exchange Limited to waive off the arrears and allow
the delisting of the company's shares from these stock exchanges.
ACKNOWLEDGEMENT
The Board of Directors wishes to place their appreciation of the
company's clients, vendors, bankers, and investors for their
continued support during the year.
Your Directors also wish to place on record their deep appreciation of
the dedication and contribution made by employees at all levels, who
through their competence, hard work and support have enabled the
company to work efficiently and look forward to their continued support
in future as well.
By order of the Board of Directors
for OK PLAY INDIA LTD.
Place: New Delhi Justice T.R.Handa (Retd.)
Dated: 14th August, 2012 Chairman-cum-Whole-time Director
Mar 31, 2011
The Members,
The Directors have great pleasure in presenting the 22nd Annual Report
on the operations of the Company together with the audited Financial
Results of the Company for the financial year ended 31st March, 2011.
FINANCIAL RESULTS Rs. In Lacs
Current Year Previous Year
Ended 31st Ended 31st
March , 2011 March , 2010
Sales (Gross) 4032.95 5055.73
Other Receipt 35.62 16.75
Profit before Interest , Depreciation
& exceptional items 458.81 646.70
Interest 382.26 132.81
Exchange Fluctuation (74.47) (719.84)
Depreciation 570.93 494.30
Profit/(Loss) for the Year (419.91) 793.43
Excess provision written Back /Prior
Period expenses 0.16 (10.07)
Profit/(Loss) before Tax (420.07) 749.50
Provision for Tax (112.25) 278.69
Profit/(Loss ) after taxation (307.82) 470.81
Net Profit carried to Balance Sheet 1264.50 1572.33
OPERATIONS
The sales in the year under review have shown a reduction by Rs.1022.78
Lacs from Rs. 5055.73 Lacs to Rs.4032.95 Lacs. The decrease in sales is
mainly due to lack of Government orders in the current year compared to
the last year. During the year the dollar weakened against the rupee
and consequently there was an Exchanges Fluctuation gain of Rs. 74.47
Lacs in the current year.
The Company, as in the previous years and with a long term view, put
lot of its efforts on Research and Development for introducing new
products to its existing range to cater to its customers in the
automobile sectors, children products sector where new products are
being added to the existing diversified product range.
A detailed review of the company's performance and future prospects is
included in the Management Discussion and analysis section of this
Annual Report.
DIVIDEND
To conserve the funds for the business of the Company including the
funding for the expansion plans, your Directors regret their inability
to recommend any dividend.
FIXED DEPOSITS
During the financial year under review, your Company had neither
accepted nor renewed any deposit from the public within the meaning of
Section 58A of the Companies Act, 1956.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
company's Articles of Association, Sh.Shalabh Jasoria and Sh. Surinder
Mohan Handa retire by rotation at the ensuing Annual General Meeting
and being eligible offer themselves for re-appointment as Directors.
The Notice convening the Annual General Meeting includes the proposals
for re-appointment of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (2AA) of Section 217 of the
Companies Act, 1956, your Directors confirm:
(i) That in the preparation of the Annual Accounts, the applicable
standards have been followed along with proper explanation relating to
material departures, if any;
(ii) That the Company 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 the Company at the end of the financial year as on 31st March, 2011
and of the profit & loss account of the Company for that period;
(iii) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the accounts of your Company have been prepared on a going
concern basis.
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its
employees. In this pursuit of creating its own management cadre, your
company has recruited executives and staff at various levels, including
senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial
industrial relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statutory disclosures as required by the Companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988,
particulars relating to Conservation of Energy, technology absorption,
foreign exchange earnings and outgo are given in the enclosed
ÃAnnexure-AÃ which forms part of the report.
CORPORATE GOVERNANCE
It has been the endeavor of your company to follow and put into
practice the code of Corporate Governance, in letter and spirit. A
detailed Corporate Governance Report is attached and forms part of this
report.
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance report, as stipulated under clause
49 of the Listing Agreement, forms part of this report.
SUBSIDIARY COMPANY
During the year under review, the company subscribed to 39,00,000
equity shares of OK Play Auto Private Limited. The Subsidiary Company
is proposing a plastic manufacturing unit for auto sector. In
accordance with general circular no. 2/2011 issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary company are not
being attached with the Balance Sheet of the company. The Company will
make available the Annual Accounts of the subsidiary company and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
company will also be kept open for inspection at the Registered Office
of the Company and that of the respective subsidiary company. The
Consolidated Financial statements presented by the Company include the
financial results of its subsidiary company.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
India, in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
performance and prospects of the Company's plastic manufacture
businesses is attached and forms part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee who falls under the
terms of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
DEMATERIALISATION OF SHARES
As on 31st March, 2011, 93.84% (approx) of equity shares out of the
total subscribed capital have been dematerialized.
Under the Depository System, the International Securities
Identification Number (ISIN) allotted to the Company's Equity Shares is
INE870B01016.
AUDITORS
M/s S. P. Marwaha & Co., Chartered Accountants, the present auditors of
the company will retire as auditors at the ensuing Annual General
Meeting and are eligible for re-appointment.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report
are self-explanatory and may be treated as information/explanation
submitted by the Board as contemplated under section 217(3) of the
Companies Act, 1956.
LISTING OF SECURITIES
Presently, the Securities of the Company are listed at the Bombay Stock
Exchange Ltd., The Ahmedabad Stock Exchange Ltd., and the Jaipur Stock
Exchange Ltd. Hon'ble BIFR has directed Ahmedabad Stock Exchange Ltd.
and Jaipur Stock Exchange Limited to waive off the arrears and allow
the delisting of the company's shares from these stock exchanges.
ACKNOWLEDGEMENT
The Board of Directors wishes to place their appreciation of the
company's clients, vendors, bankers, and investors for their continued
support during the year.
Your Directors also wish to place on record their deep appreciation of
the dedication and contribution made by employees at all levels, who
through their competence, hard work and support have enabled the
company to work efficiently and look forward to their continued support
in future as well.
By order of the Board of Directors
for OK PLAY INDIA LTD.
Place: New Delhi Justice T.R.Handa (Retd.)
Dated: 10th August, 2011 Chairman-cum-Whole-time Director
Mar 31, 2010
The Directors have great pleasure in presenting the 21st Annual Report
on the operations of the Company together with the audited Financial
Results of the Company for the financial year ended 31st March, 2010.
FINANCIAL RESULTS
Rs. in Lacs
Current Year Previous Year
ended ended
31st March, 2010 31st March, 2009
Sales (Gross) 5055.73 4077.49
Other Receipt 16.75 12.54
Profit before Interest,
Depreciation & exceptional items 646.70 163.92
Interest 132.81 81.82
Exchange Fluctuation (719.84) 1227.43
Depreciation 494.30 424.52
Proft/(Loss) for the Year 793.43 (1569.85)
Excess provision written
Back /Prior Period expenses (10.07) 0.95
Proft/(Loss) before Tax 749.50 (1570.80)
Provision for Tax 278.69 (535.19)
Proft/(Loss) after taxation 470.81 (1035.61)
Net Profit carried to Balance Sheet 1572.33 1101.52
OPERATIONS
The sales in the year under review have increased by Rs.978.24 Lacs
from Rs. 4077.49 Lacs to Rs.5055.73 Lacs which is an increase of 24%
(approx.). During the year the dollar weakened against the rupee and
consequently there was an Exchanges Fluctuation gain of Rs. 719.84 Lacs
in the current year.
The Company was continued with its thrust on Research and Development
for introducing new products to its existing range to cater to its
customers in the automobile sectors, children products and point of
purchase products. The company is investing further in moulds which is
expected to give good returns in the future also
Besides above products the company has set its sight on the upcoming
infrastructure sector where plastic products have huge applications
like manholes, chambers, pipes, gully traps, oil & grease separators,
septic tanks, containers, commu- nication chambers etc.
A detailed review of the companys performance and future prospects is
included in the Management Discussion and analysis section of this
Annual Report.
DIVIDEND
To conserve the funds for the business of the Company including the
funding for the expansion plans, your Directors regret their inability
to recommend any dividend.
FIXED DEPOSITS
During the financial year under review, your Company had neither
accepted nor renewed any deposit from the public within the meaning of
Section 58A of the Companies Act, 1956.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
companys Articles of Association, Mr. Rakesh Kumar Bhatnagar and Dr.
Rajan Wadhera retire by rotation at the ensuing Annual General Meeting
and being eligible; offer themselves for re-appointment as Directors.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (2AA) of Section 217 of the
Companies Act, 1956, your Directors confirm:
i) That in the preparation of the Annual Accounts, the applicable
standards have been followed along with proper explanation relating to
material departures, if any;
(ii) That the Company 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 the Company at the end of the financial year as on 31st March, 2010
and of the profit & loss account of the Company for that period;
(iii) That your Company had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the accounts of your Company have been prepared on a going
concern basis.
HUMAN RELATIONS
Your Company continues to enjoy cordial relations amongst all its
employees. In this pursuit of creating its own management cadre, your
company has recruited executives and staff at various levels, including
senior management positions during the year.
INDUSTRIAL RELATIONS
During the year, your Company maintained harmonious and cordial
industrial relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statutory disclosures as required by the Companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988,
particulars relating to Conservation of Energy, technology absorption,
foreign exchange earnings and outgo are given in the enclosed
"Annexure-A" which forms part of the report.
CORPORATE GOVERNANCE
It has been the endeavor of your company to follow and put into
practice the code of Corporate Governance, in letter and spirit. A
detailed Corporate Governance Report is attached and forms part of this
report.
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance report, as stipulated under clause
49 of the Listing Agreement, forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
performance and prospects of the Companys energy and environment
businesses is attached and forms part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee who falls under the
terms of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
DEMATERIALISATION OF SHARES
As on 31st March, 2010, 88.65% (approx) of equity shares out of the
total subscribed capital have been dematerialized. Under the
Depository System, the International Securities Identification Number
(ISIN) allotted to the Companys Equity Shares is INE870B01016.
AUDITORS
M/s S. P. Marwaha & Co., Chartered Accountants, the present auditors of
the company will retire as auditors at the ensuing Annual General
Meeting and are eligible for re-appointment.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report
are self-explanatory and may be treated as information/ explanation
submitted by the Board as contemplated under section 217(3) of the
Companies Act, 1956.
LISTING OF SECURITIS
Presently, the Securities of the Company are listed at the Bombay Stock
Exchange Ltd., The Ahmedabad Stock Exchange, and the Jaipur Stock
Exchange Ltd. Honble BIFR has directed Ahmedabad Stock Exchange Ltd.
and Jaipur Stock Exchange Limited to waive off the arrears and allow
the delisting of the companys shares from these stock exchanges.
ACKNOWLEDGEMENT
The Board of Directors wish to place their appreciation of the
companys clients, vendors, bankers, and investors for their continued
support during the year.
Your Directors also wish to place on record their deep appreciation of
the dedication and contribution made by employees at all levels, who
through their competence, hard work and support have enabled the
company to work efficiently and look forward to their continued support
in future as well.
for OK PLAY INDIA LTD.
Place : New Delhi (Justice T. R. Handa) (Retd.)
Date : 13tn August, 2010 Chairman cum Whole Time Director
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