The Directors have great pleasure in presenting the 28th Annual Report on theoperations of the Company togetherwith the audited Financial Results ofthe Company for thefinancial year ended 31st March 2017.
FINANCIAL RESULTS OF COMPANY
Rs. In Lakhs
| ||Current Year ended on 31st March 2017 ||Previous Year ended on 31st March 2016 |
|Sales (Gross)(including excise) ||7492.62 ||10233.26 |
|Other Receipt ||93.55 ||27.41 |
|Profit/(Loss) before exceptional and extraordinary items and Tax ||92.79 ||497.48 |
|Exceptional item: || || |
|(Net gain/(Loss) on Exchange Fluctuation on FCCB/ECB ||38.79 ||(143.75) |
|Exceptional item: || || |
|Loss on account of Fire ||- ||792.43 |
|Profit/(Loss) before extraordinary items and Tax ||131.59 ||(438.69) |
|Provision for tax for earlier years ||- ||54.00 |
|Profit/(Loss) before Tax ||131.59 ||(384.69) |
|Current Tax ||- ||- |
|Deferred tax charge/(credit) ||68.48 ||(185.28) |
|Profit/(Loss ) for the year ||63.11 ||(199.41) |
FINANCIAL RESULTS OF SUBSIDIARY COMPANY
| ||Current Year ended on 31st March 2017 ||Previous Year ended on 31st March 2016 |
|Sales (Gross) (including excise) ||2036.96 ||1358.39 |
|Other Receipt ||24.54 ||2.46 |
|Profit/(Loss) before exceptional and extraordinary items and Tax ||28.52 ||(218.39) |
|Profit/(Loss) before extraordinary items and Tax ||28.52 ||(218.39) |
|Provision for tax for earlier years ||- ||- |
|Profit/(Loss) before Tax ||28.52 ||(218.39) |
|Current Tax ||- ||- |
|Deferred Tax Charge / Credit ||27.72 ||(66.79) |
|Profit/(Loss ) for the year ||0.80 ||(151.59) |
The sales in the year under review have decreased by Rs. 2740.64 Lakhs from Rs.10233.26 Lakhs to Rs. 7492.62 Lakhs in the current year. This is decrease of 26.78%(Approx.) in current year compared to the last year. During the year the Rupee weakenedagainst the dollar and consequently there was an Exchanges Fluctuation Loss of Rs. 38.79Lakhs in the current 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 during the financial year 2015-16.
After the fire incident Company has constructed/ renovated its premise at Plot No 17& 18 Roz Ka Meo Industrial Estate Tehsil Nuh District Mewat Haryana-122103 whichis nearing its completion in the current financial year 17-18.
Company has invested Rs. 619.29 Lakhs in new machines for improvement in the productionprocess. Company has developed new range of Battery Operated Vending Cart and GarbageLoader keeping in mind the woman and underprivileged society empowerment and enabling themto reach the objective of selfemployment. Company products are also a step towards CleanIndia mission promoted by Government of India. During the financial year Company has madeits presence felt at BV Tech Expo and India E-Vehicle Show in the month of March 2017held at Pragati Maiden New Delhi. Company unveiled a wide-range of electric vehicles inIndia at the BV Tech Expo and India E-Vehicle Show in Delhi. With e-rickshaws e-vendingcarts e-mobile shops e-loaders e-garbage collectors e-school buses and e-scootersCompany has become the first company to reveal such a large range of indigenous electricvehicles in India. Company has also set up its distribution networks in more than tenstates of India for its new battery operated E-Rickshaw and E-Cart.
The Company shall continue to have new range of product line and shall invest morecapital on ongoing quality improvement efforts including improvement in processcapabilities etc.
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.
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 adequate distributable net profit during the year and to conserve thesurplus reserves for the business and expansion plan of the Company your Directors regrettheir inability to recommend any dividend.
Company is not required to appoint Cost Auditors during the year. Cost Accountingrecords are maintained by the Company.
All the profit during the year has been used to setoff previous loss suffered by theCompany during the last financial year. Securities Premium Account has been increasedduring the year by Rs. 816.76 Lakhs due to allotment of626015 Equityshares allotted at apremium of Rs. 130.47 pershares by private placement on preferential basis.
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 7 (Seven) 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:
There is no change in the Directorship of the Company during the financial year. AfterBalance sheet date Mr. Naresh Kumar (DIN- 00452811) Independent Director has resignedfrom his office stating his personal reasons. Notice of 28th Annual General Meetingcontains resolution for appointment of Mr. Atul Nripraj Barar (DIN- 00805515) asIndependent Director of Company. Board Recommends appointment of Mr. Atul Nripraj Barar asIndependent Director.
In accordance with the provisions of the Companies Act 2013 and the company's Articlesof Association Mr. Rajan Handa (DIN- 00194590) is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer themselves for re-appointment asDirectors. The Notice convening the Annual General Meeting includes the proposals forre-appointment of Director.
There were 4 (Four) Independent Director on the Board of Directors of Company duringthe year and as on 31st March 2017. The Company has received declaration from all theIndependent directors of the Company confirming that they meet with the criteria ofindependence as prescribed both under the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (herein after referred asSEBI (LODR) Regulations 2015).
The Policy for selection of Independent Directors as approved by the Board may beaccessed on the Company's website at the linkhttp://www.okplay.co.in/corprate-governanace1.html
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 ofthe 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(5) to the financial statementwhich sets out related party disclosures.
Board of Directors in its Meeting held on 14th August 2014 after approval in theAudit Committee held on same date approved the transactions pertaining to Related PartyOK Play Auto Private Limited (100% wholly owned subsidiary of OK Play India Limited) andalso sought approval of shareholders by way of special resolution pursuant to Section 188of the of the Companies Act 2013 read with applicable provisions of the Companies(Meeting of Board and its Powers) rules 2014. Remuneration paid to the Directors and otherrelated parties is approved by members of Company in the 25th 26th and 27th AnnualGeneral Meetings respectively. Audit Committee in its meeting held on 27th May 2016 hasgiven omnibus approval for related party transactions during the year.
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 Company's website at the linkhttp://okplay.co.in/Related-Party- Transaction-Policy.pdf.
Details of material contracts or arrangement or transactions at arm's length basis arementioned 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. Copy of Standalone AnnualReport is available on http://okplay.co.in/corprate-governanace3.html
The Policy for determining material subsidiaries as approved may be accessed on theCompany's 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 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 ofthe respectivesubsidiary company. The Consolidated Financial statements presented by the Company includethe financial results of its subsidiary company.
Copy of Annual Report of the Company and its subsidiary are uploaded on the website ofthe Company i.e. www.okplay.co.in.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Regulation 34 ofthe 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 Company's plastic manufacture businesses (as stipulated under Regulation 34 oftheSEBI (LODR) Regulations 2015) is attached in a separate section and forms part of thisreport.
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 2017 95.59 % (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 Company's EquityShares is INE870B01016.
M/s D. S. Chadha & Associates Chartered Accountants (FRN-026723-N) were appointedas Statutory Auditors by the members in the 27th Annual General meeting for the block of 5years.
Notice of 28th Annual General Meeting contains the proposal/ resolution for theratification/reappointment/ continuation of 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 continuance in the officewill be in accordance with the requirement of Companies Act 2013 and they are notdisqualified for re-appointment within the meaning of the said Act. Board of Director alsorecommends the ratification of appointment of M/s D. S. Chadha & Associates CharteredAccountants (FRN-026723-N) as Auditor of the Company till the conclusion of 31st AnnualGeneral Meeting.
Auditors and Secretarial auditors have not observed / reported any fraud which isreportable.
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 2017 is self-explanatory and requires no comments.
The Board of Directors has appointed M/s. Shashi Kant & Associates CharteredAccountants (FRN- 024848N) for conducting Internal Audit. The Company has in placeadequate internal financial controls with reference to financial statements. During theyear 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 Mr. Puneet Kumar Pandey Company Secretary (COP-10913) for conducting Secretarial Audit for the financial year 2016-17. Copy ofSecretarial Audit Report is annexed as Annexure-4 of this report.
Regarding observation made by Secretarial auditors The Board of Directors submits thatCompany has appointed Mr. Narayan Chandra Rout Cost Accountant as Chief FinancialOfficer of the Company w. e. f. 1st July 2017. Further Company undertakes to make anapplication for condonation in delay for filing of form MGT-14.
LISTING OF SECURITIES
Presently the Securities of the Company are listed at the BSE Ltd.
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 ofthe 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 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 ofthe 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 ANDREDRESSAL) 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 2016-2017 and hence no compliant is outstanding as on 31st March 2017 forredressal.
The Board has framed a policy for selection and appointment of Directors SeniorManager and their remuneration.
The Board of Directors wishes to place their appreciation of the company's clientsvendors 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.
| ||By order of the Board of Directors |
| ||for OK PLAY INDIA LTD. |
|-Sd- ||-Sd- |
|Justice T. R. Handa (Retd.) Chairman-cum-Whole-time Director ||Rajan Handa Managing Director |
|Place: New Delhi |
|Dated: 14th August. 2017 |