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Directors Report of OK Play India Ltd.

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, 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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