OK Play India Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the 30th Annual Report along with Audited Financial Statements of the Company for the financial year ended on 31st March, 2019.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(In Rs.)

PARTICULARS

STANDALONE

CONSOLIDATED

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 1,189,274,013.92 1,090,421,758.75 1,567,266,199.50 1,422,569,250.39
Other Income 42,366,558.21 41,251,680.66 9,923,839.03 26,896,740.59
Profit /(loss) before exceptional Items and Tax 103,227,524.28 90,937,217.70 166,509,131.00 127,585,635.28
Exceptional item Gain/(loss) (25,342,202.71) (84,386,632.55) (25,497,191.94) (88,333,531.69)
Profit/ (Loss) before Tax 77,885,321.57 6,550,585.15 141,011,939.06 39,252,103.59
Less: Provision for Tax
i) Current 16,105,000.00 1,237,000.00 29,127,000.00 2,425,000.00
ii) Earlier year Tax 95,438.00 (6,514,036.00) 834,254.00 (6,514,036.00)
iii) Deferred Tax 32,227,000.00 4,513,000.00 48,570,000.00 21,084,000.00
Profit/ (Loss) after Tax 29,457,883.57 7,314,621.15 62,480,685.06 22,257,139.59
Other Comprehensive Income/Loss 30,476.00 (403,573.00) 30,476.00 (403,573.00)
Total Comprehensive Income/Loss 29,488,359.57 6,911,048.15 62,511,161.06 21,853,566.59
Balance of profit/Loss for earlier years (22,088,547.20) (29,403,168.35) (91,566,694.54) (113,823,834.13)
Profit /loss transfer to Reserve 29,457,883.57 7,314,621.15 62,480,685.06 22,257,139.59
Balance carried forward 7,369,336.37 (22,088,547.20) (29,086,009.48) (91,566,694.54)

STATUS OF COMPANYS AFFAIRS /BUSINESS OPERATIONS

Your Companys Standalone Balance Sheet as at 31st March, 2019 reflects a healthy position. The Sales turnover of the company for the year under review stands at Rs. 1,189,274,013.92 as compared to Rs. 1,090,421,758.75 of the last year. There has been an increase of 9.06 % in the turnover of the Company. Further the Company earned a net profit of Rs. 29,457,883.57 compared to the net profit of Rs.7,314,621.15 of the last year. There has been an increase of 302.72 % in the net profit of the Company.

A detailed review of the companys 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 under review.

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.

TRANSFER TO RESERVE

During the year no amount is proposed to be transferred to General Reserve.

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 IEPF

During the Financial year 2018-19, no amount was liable to be transferred to IEPF.

INDEPENDENT DIRECTORS

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 AUDITORS REPORT

At the 27th Annual General Meeting, the shareholders had approved the appointment of M/s. D.S. Chadha & Associates, Chartered Accountants (ICAI Firm Registration No.026723-N) as the Statutory Auditors until the conclusion of the 31stAnnual General Meeting to be held in the year 2020, subject to ratification by the shareholders every year, if so required under law. Pursuant to the recent amendment to Section 139 of the Companies Act, 2013 effective May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.

M/s. D.S. Chadha &Associates has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 for their continuance as the Auditors of the Company for the FY 2019-20. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors Report for FY 2018-19 on the financial statements of the Company forms part of this Annual Report. The Statutory Auditors report on the financial statements for FY 2018-19 does not contain any qualification, reservation or adverse remark or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Companies Act, 2013.

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. Vijayendra Kumar Jain, Independent Director, resigned with effect from 14th August, 2018.

b) Mr. Triloki Nath Verma, Company Secretary of the Company resigned from the post of Company Secretary with effect from 27th April, 2018.

c) Mr. Rakesh Bhardwaj, who was appointed as Company Secretary of the Company with effect from 28th April 2018 has resigned with effect from 22nd April, 2019.

d) Ms. Meenu Goswami was appointed as Company Secretary of the Company with effect from 22nd April, 2019.

e) Mr. Narayan Chandra Rout, Chief Financial Officer of the Company has resigned from the Company with effect from 30th September, 2018 and Mr. Rabinder Singh was appointed as Chief Financial Officer with effect from 27th March, 2019.

f) In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajan Wadhera, Director will retire by rotation at the forthcoming AGM of Company and being eligible, offers himself for reappointment.

g) Mr. Shalabh Jasoria is being proposed for reappointment as Independent Director for another term of five consecutive years as the Board feels that his continued association would be of immense benefit to the Company and his appointment is recommended by Nomination and Remuneration Committee.

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 Companys 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 Companys internal control system commensurate with the nature of its business, the size and complexity of its operations. The Audit Committee periodically reviews the adequacy of internal financial controls.

DEPOSITS

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 , 2019.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 pursuant to the provisions of Section 92 (3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-I to this report.The same is also available on the Companys website viz. www.okplay.co.in.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arms 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 Companys policy on Related Party Transactions is available at our website www.okplay.co.in.

RISK MANAGEMENT

The Company has a risk management mechanism in place to identify, evaluate, monitor and manage both business and nonbusiness 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 - 2 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.

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 an unqualified Audit report for the financial year 2018-19. Hence, there is no explanation or comments required from the Board of Directors of the company.

The Board of Directors has appointed Mr. Puneet Kumar Pandey, Company Secretary (COP- 10913), for conducting Secretarial Audit for the financial year 2018-2019. Copy of Secretarial Audit Report is annexed as Annexure-4 of this report.

Observation by Secretarial Auditor:

The Company is in the process of taking the Listing approval from BSE in respect of 6,00,000 Equity Shares allotted to Mr. Rajan Handa on 23 April, 2018 against the conversion of warrants into Equity shares.

Reply by the company :

Company has already applied for listing approval and is in the process of providing clarifications and reply on the application filed with BSE.

Further Auditors and Secretarial auditors have not observed / reported any fraud which is reportable.

INTERNAL AUDITOR

The Board of Directors appointed M/s I. P. Pasricha & Co., Chartered Accountants (FRN-000120N) as Internal Auditors for the Financial Year 2018-19. 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.

CEO/CFO CERTIFICATION

Mr. Rabinder Singh, 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, 2019, 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- V to the Directors 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 Seven Board Meetings held during the Financial Year 2018-19. Details of the same forms part of the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) as envisaged u/s 135 of the Companies Act, 2013 is not applicable to company.

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.

VIGIL MECHANISM

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 companys 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 Auditors 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 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 Companys 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 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 company.Copy of Annual Report of the Company is available on the website of the Company i.e. www.okplay.co.in.

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 Personnel) Rules, 2014, is appended as Annexure-3 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your 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 31st March, 2019 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.

COST RECORDS

During the year under review, M/s Goyal, Goyal & Associates, Cost Accountants (FRN-000100) was appointed as Cost Auditors for the Financial Year 2018-19.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.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior management and their remuneration.The Policy is uploaded on Companys website and the same can be accessed at the following link - http://okplav.co.in/nomination- and-remuneration-policy.pdf. The 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/ Companys operations and the Companys capacity to pay

• Consistent with recognized best practices

• 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.

CHANGE IN CAPITAL

Allotment of 6,00,000 Equity Shares of Rs. 10/- (Rupees Ten each) at a premium of Rs. 130.47 (Rupees One Hundred Thirty and Forty Seven paisa only) to Mr. Rajan Handa, Promoter of the company on 23rd April, 2018.Subsequently the Paid-Up Equity Share Capital of the company is increased by Rs. 60,00,000/- ( Rupees Sixty Lacs).

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.

BOARD EVALUATION

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.

ACKNOWLEDGEMENT

The Board of Directors wishes 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.

By Order of the Board of Directors

For OK PLAY INDIA LTD.

-Sd- -Sd-
Rajan Handa Mamta Handa
Date : 24th June, 2019 Managing Director Whole Time Director
Place : Mewat, Haryana DIN No. 00194590 DIN No. 00238019

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship Not Applicable
2 Nature of contracts/arrangements/transaction Not Applicable
3 Duration of the contracts/arrangements/transaction Not Applicable
4 Salient terms of the contracts or arrangements or transaction including the value, if any Not Applicable
5 Justification for entering into such contracts or arrangements or transactions Not Applicable
6 Date of approval by the Board Not Applicable
7 Amount paid as advances, if any Not Applicable
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Not Applicable

2. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS AT ARMS LENGTH BASIS

Name(s) of the related party and nature of relationship Nature of the contracts/ arrangements/transactions Duration of the contracts/ arrangements/transactions Salient terms of the contracts or arrangements of transactions including the value, if any Date(s) of approval by the Board, if any Amount paid as advance s, if any
Mr. Raj an Handa (Managing Director) Payment of remuneration as per approval of Shareholders under Section 197 1st October, 2018 to 28th February, 2020 As per resolution passed by shareholders in 29th Annual General Meeting 04-09 2018 Nil
Mrs. Mamta Handa. (Whole-time Director) Payment of remuneration as per approval of Shareholders under Section 197 20th June, 2019 to 19th June, 2022 As per resolution passed by shareholders in 29th Annual General Meeting 04-09 2018 Nil
Dr. Rajan Wadhera (Whole-time Director) Payment of remuneration as per approval of Shareholders under section 197 1st October, 2018 to 30th September, 2020 As per resolution passed by shareholders in 29th Annual General Meeting 04-09 2018 Nil
Mr. Rishab Handa. (Relative) Payment of remuneration as per approval of Shareholders under section 197 Continuous Employment As per resolution passed by shareholders in 26th Annual General Meeting 14-08 2015 Nil
Mr. Raghav Handa (Relative) Payment of remuneration as per approval of Shareholders under section 197 Continuous Employment As per resolution passed by shareholders in 26th Annual General Meeting 14-08 2015 Nil
OK Play Auto Private Limited (Wholly Owned Subsidiary Company) Sale / purchase of Goods 1st April, 2018 to 31st March, 2019 As per resolution passed by shareholders in 25th Annual General Meeting 27-05 2016 Nil
RMRS Electric Vehicles Private Limited ( Entity in which key managerial Personnel have control/significant influence) Sale 1st April, 2018 to 31st March, 2019 As per approval of Audit Committee in its meeting held on 14th August,2018 14-08 2018 Nil
RIRA E-vehicles Private Limited ( Entity in which key managerial Sale 1st April, 2018 to 31st March, 2019 As per approval of Audit Committee in its meeting held on 14th August,2018 14-08 2018 Nil
Personnel have control/significant influence)
RMRS Electric Vehicles Private Limited ( Entity in which key managerial Personnel have control/significant influence) Lease , 27^ July, 2019 As per Rent Agreement dated 28th August ,2018 14-08 2018 Nil
RIRA E-vehicles Private Limited ( Entity in which key managerial Personnel have control/significant influence) Lease As per Rent Agreement dated 30th June,2018 30-05 2018 Nil
OK Play Auto Private Limited (Wholly Owned Subsidiary Company) Receipt of Management Fees , , As per approval of Audit Committee in its meeting held on 10th November, 2018 10-11 2018 Nil

ANNEXURE-2

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014

A. CONSERVATION OF ENERGY

Energy conservation has always been given importance by the company. In this endeavor we have installed Solar Power System of size 427 KW having 1314 solar panels that generates 800 Volts DC supply.

We also conducted Energy Conservation Awareness Industrial Workshop in association with PCRA (Petroleum Conservation Research Association). The workshop aimed at providing awareness on the following topics:

Energy Scenario and Energy Security Global Warming and Climate Change Energy Transformations Energy Conservation Act 2001

Energy Efficiency Opportunities in Thermal utilities - Boiler, Furnace, Insulation, Heat Recovery and Heat Exchangers Energy Efficiency Opportunities in Electrical Utilities - motor, fan, pump, air compressor, DG Set, chillers, cooling towers, refrigeration system etc.

Energy audit and its importance

Challenges in Energy Conservation

Initiatives by Government in promoting energy efficiency

Actions taken at global level to combat climate change.

The training was very successful as our employees got to know the various opportunities available in the industrial setup and the industrial equipment being used at workplace. It also gave the employees awareness regarding how energy conservation can conserve our environment.

B. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

In order to improve the performance, efficiency and effectiveness of our products the R&D department of the company has done a very remarkable job during the financial year 2018-19. In toys, school furniture and playground equipment segment, R&D activities were involved in the development of new plastic school furniture, new designs of play stations and toys. In Electric Vehicle segment, through continuous and rigorous efforts of R&D, the new Dx model of E-Rickhaw was launched that had higher load carrying capacity, better mileage, faster charging, high stability, better interiors and smart features like IoT. The R&D efforts also designed and developed a customized Electric Loader capable of carrying 16 LPG cylinders to meet the need of delivering to the end consumers. R&D is further working on the development of Heavy Duty Loader where the capacity would increase from 16 LPG cylinders to 32 LPG cylinders. The R&D team is also deeply engaged in the design and development of a high speed electric auto rickshaw under the category L5 of electric vehicles.

Expenditure on Research and Development:-

The following Expenditure was incurred on conducting R&D rs. jn Lakhs

A Capital Expenditure 756.11
B Recurring Expenditure NIL
C Total Expenditure 756.11
D Total R&D expenditure as a percentage of total turnover 6.14%

 

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Rs. in Lakhs
Foreign Exchange Earned 93.91
Outgo of Foreign Exchange 3340.70

 

By order of the Board of Directors

for OK PLAY INDIA LTD.

-Sd- -Sd-
Rajan Handa Mamta Handa
Date : 24th June, 2019 Managing Director Whole-Time Director
Place : Mewat, Haryana DIN No.00194590 DIN No.00238019

ANNEXURE-3: DISCLOSURE REQUIRED WITH RESPECT TO SECTION 197(12) OF THE COMPANIES ACT. 2013.

The Information required under section 197 of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are given below:

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

Name of Director 2019 2018
Late Justice T.R. Handa (Retd.)* - 20.13
Mr. Rajan Handa, Managing Director 69.29 69.36
Mrs. Mamta Handa, Whole-time Director 21.14 29.72
Dr. Rajan Wadhera, Whole-time Director 10.07 9.70
Mr. Shalabh Jasoria - -
Mr. Atul Nripraj Barar - -
Mr. Ajay Vohra - -

* Ceased to be Director of the Company due to demise on 05.12.2017.

(b)The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Name % Increase in Remuneration in the financial year 2018-19
Mr. Rajan Handa, Managing Director 40.42%
Mrs. Mamta Handa, Whole time Director -
Dr. Rajan Wadhera, Whole-time Director 45.95%
Mr. Shalabh Jasoria, Independent Director -
Mr. Atul Nripraj Barar, Independent Director -
Mr. Ajay Vohra, Independent Director -
Mr. Rakesh Bhardwaj, Company Secretary*

-

Mr. Triloki Nath Verma, Company Secretary**

-

Mr. Narayan Chandra Rout***

-

* Resigned as Company Secretary w.e.f 22nd April,2019

** Resigned as Company Secretary w.e.f 27th April,2018

*** Resigned as Chief Financial Officer w.e.f 30th September,2018

(c) The percentage increase in the median remuneration of employees in the financial year

The percentage increase in the median remuneration of employees (other than directors) in the financial year 2018-19 was around 47.48 %.

(d) The number of permanent employees on the rolls of the company: 175

(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year i.e 2018-19 was 7% whereas percentage increase in the managerial remuneration in the financial year 2018-19 was 9.59 %

(f) Affirmation that the remuneration is as per the remuneration policy of the company:

The company affirms that the remuneration is as per the remuneration policy of the company.

(g) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the C and Remuneration of Managerial

Personnel) Rules,2014,is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the members excluding the aforesaid annexure.In terms of section 136 of the Companies Act,2013,the said annexure is open for inspection at the Registered Office of the company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.