OK Play India Ltd.
|BSE: 526415||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE870B01016|
|BSE 15:40 | 19 Jan||123.55||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||230|
|Mkt Cap.(Rs cr)||229.93|
OK Play India Ltd. (OKPLAYINDIA) - Director Report
Company director report
The Directors have great pleasure in presenting the 27th Annual Report onthe operations of the Company together with the audited Financial Results of the Companyfor the financial year ended 31st March 2016.
FINANCIAL RESULTS OF COMPANY
Rs. In Lakhs
FINANCIAL RESULTS OF SUBSIDIARY COMPANY
The sales in the year under review have increased by Rs. 4279.86 Lakhs from Rs. 5953.40Lakhs to Rs. 10233.26 Lakhs in the current year. This is an increase of 71.89% (Approx) incurrent year compared to the last year. During the year the Rupee weakened against thedollar and consequently there was an Exchanges Fluctuation Loss of Rs. 143.74 Lakhs in thecurrent year.
There was a fire at the plant on the intervening night between 9th & 10th January2015 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 inextraordinary items.
After the fire incident Company is in the process of procurement and installation ofnew Machines for improvement in the production process The Company continues to have astrong brand image in the market and the ongoing quality improvement efforts includingimprovement in process capabilities reduction of scrap will enable the Company to meetnew challenges in cost quality and productivity.
The Company as in the previous years and with a long term view put lot of its effortson Research and Development for introducing new products to its existing range to cater toits customers in the automobile sectors children products sector where new products arebeing added to the existing diversified product range.
A detailed review of the company's performance and future prospects is included in theManagement 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 ofE-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 ofthe Company between the end of the financial year and on the date of report
In absence of net profit during the year and to conserve the surplus reserves for thebusiness and expansion plan of the Company your Directors regret their inability torecommend any dividend.
In absence of Net Profit during the year the Board has decided not to transfer anyamount in the reserves of Company.
During the financial year under review your Company had neither accepted nor renewedany deposit from the public within the meaning of Chapter V of the Act. There were nooutstanding deposits at the beginning and closing of the financial year. Hence disclosureof information regarding unpaid and unclaimed deposits defaults in the repayment ofdeposits 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 givenin the Corporate Governance Report. The Intervening period between the two meetings waswithin 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 14thAugust 2015 stating his personal reasons.
Mr. Ajay Vohra and Mr. Naresh Kumar were appointed as Independent Director of theCompany in the Annual general meeting held on 30th September 2015.
In accordance with the provisions of the Companies Act 2013 and the companysArticles of Association Dr. Rajan Wadhera (DIN- 01412577) is liable to retire by rotationat the ensuing Annual General Meeting and being eligible offer themselves forre-appointment as Directors. The Notice convening the Annual General Meeting includes theproposals for re-appointment of Director.
There are 4 (Four) Independent Director on the Board of Directors of Company. TheCompany has received declaration from all the Independent directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (herein after referred as "SEBI (LODR) Regulations 2015").
The Policy for selection of Independent Directors as approved by the Board may beaccessed on the Companys website at the link
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall 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 thisreport PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Directors draw attention of the members to Note 27(6) to the financial statementwhich sets out related party disclosures.
Company is implementing its automotive projects through its 100% wholly ownedsubsidiary namely OK Play Auto Private Limited. To ensure successful development ofautomotive component production in OK Play Auto Private Limited it is proposed to renderall 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 approvalin the Audit Committee held on same date approved the transactions pertaining to RelatedParty 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 Section188 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 GeneralMeeting held on 30th September 2014. None of the Directors was concerned orinterested in the resolution except to the extent common directors such as Mr. RajanHanda 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 ofbusiness and at arm's length price. These transactions are exempted under Section 188 ofthe Companies Act 2013.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website at thelink http://okplav.co.in/Related-Partv-Transaction-Policv.pdf.
Details of material contracts or arrangement or transactions at arms length basis ismentioned in the Form AOC-2 published in this report.
Your Company continues to enjoy cordial relations amongst all its employees. In thispursuit of creating its own management cadre your company has recruited executives andstaff at various levels including senior management positions during the year.
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 toConservation of Energy technology absorption foreign exchange earnings and outgo aregiven 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.
It has been the endeavor of your company to follow and put into practice the code ofCorporate Governance in letter and spirit. A detailed Corporate Governance Report isattached and forms part of this report.
A certificate from the auditors of the Company regarding compliance of conditions ofCorporate Governance report as stipulated the SEBI (LODR) Regulations 2015 forms partof this report.
SUBSIDIARY AND ASSOCIATES COMPANY
There is no change in the subsidiary company during the year. Details of subsidiaryi.e. OK Play Auto Private Limited and their business operation during the year underreview are covered in the annual report. Report on the performance and financial positionof subsidiary and associate company as per the Companies Act 2013 is included in thisreport and hence not repeated here for the sake of brevity.
The Policy for determining material subsidiaries as approved may be accessed on theCompanys website at the link: http://okplav.co.in/policv for determining materialsubsidiaries.pdf
The Company will make available the Annual Accounts of the subsidiary company and therelated detailed information to any member of the Company who may be interested inobtaining the same. The annual accounts of the subsidiary company will also be kept openfor inspection at the Registered Office of the Company and that of the respectivesubsidiary company. The Consolidated Financial statements presented by the Company includethe financial results of its subsidiary company.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Regulation 34 of the SEBI (LODR) Regulations 2015 prepared in accordance withthe Accounting Standards prescribed by the Institute of Chartered Accountants of India inthis regard.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report highlighting the performance and prospectsof the Companys plastic manufacture businesses (as stipulated under Regulation 34 ofthe SEBI (LODR) Regulations 2015) is attached in a separate section and forms part ofthis report.
PARTICULARS OF EMPLOYEES
The Table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personal) Rules 2014 is appendedas 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 Lakhper month or more during the year. Disclosures under Rule 5 (2) of the CompaniesAppointment 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 subscribedcapital have been dematerialized.
Under the Depository System the International Securities Identification Number (ISIN)allotted to the Companys Equity Shares is INE870B01016.
M/s D. S. Chadha & Associates Chartered Accountants (FRN-026723-N) were appointedas Statutory Auditors by the members in the Last Annual General meeting. Their appointmentwould be ratified at the ensuing Annual General Meeting for the remaining period of blockof 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 inthe office will be in accordance with the requirement of Companies Act 2013 and they arenot disqualified for re-appointment within the meaning of the said Act. Board of Directoralso recommends the ratification of appointment of M/s D. S. Chadha & AssociatesChartered Accountants (FRN-026723-N) as Auditor of the Company till the conclusion of 31stAnnual General Meeting.
NOTES ON ACCOUNTS
The notes to the accounts referred to by the Auditors in their report areself-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 forthe financial year ended 31st March 2016 is self explanatory and requires nocomments.
The Board of Directors has appointed M/s. Jain Sanjeev Kumar & AssociatesChartered Accountants (FRN- 08231C) for conducting Internal Audit.. The Company has inplace adequate internal financial controls with reference to financial statements. Duringthe year such controls were tested and no reportable material weakness in the design oroperation 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. Copyof Secretarial Audit Report is annexed as Annexure-4 of this report.
Regarding observation made by Secretarial auditors The Board of Directors submits thatCompany is in the process of inviting application and interviewing the candidate for theappointment 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. Honble BIFRhas directed Ahmedabad Stock Exchange Ltd. and Jaipur Stock Exchange Limited to waive offthe arrears and allow the delisting of the companys shares from these stockexchanges.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy. The Policy comprehensively providesan opportunity for any employee/ Director of the Company to rise any issue concerningbreaches of law accounting policies or any act resulting in financial loss and misuse ofCompany's funds/ property or suspected or actual fraud. The Policy provides for amechanism to report such concerns to the Audit Committee through specified channels. ThePolicy 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 stipulatedunder Section 177 of the Companies Act 2013. The details of establishment of the WhistleBlower Policy/Vigil mechanism has been disclosed on the website of the Company at thelink: 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 orTribunals impacting the going concern status of the Company.
Pursuant to provision of the Companies Act 2013 and the SEBI (LODR) Regulations 2015the Board has carried out an Annual Performance Evaluation of its own performance and theDirectors individually.
The evaluation of Non-independent Directors Chairman and the Board as a whole was doneat a separate meeting held by Independent Directors.
The performance evaluation of Independent Directors was done by the entire Boardexcluding Directors being evaluated.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION ANDREDRESSALI ACT. 2013
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. There were no complaint received from any employee during theFinancial Year 2015-2016 and hence no compliant is outstanding as on 31.03.2016 forredressal.
The Board has framed a policy for selection and appointment of Directors SeniorManager and their remuneration. ACKNOWLEDGEMENT
The Board of Directors wishes to place their appreciation of the companysclients vendors bankers and investors for their continued support during the year.
Your Directors also wish to place on record their deep appreciation of the dedicationand contribution made by employees at all levels who through their competence hard workand support have enabled the company to work efficiently and look forward to theircontinued support in future as well.