OK Play India Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the 29th Annual Report along with Audited Financial Statements of the Company for the financial year ended on 31stMarch, 2018.

FINANCIAL RESULTS

The highlights of the financial results are as under:

Particulars Financial Year ended on 31st March, 2018 Financial Year ended on 31st March, 2017
Revenue from Operations 11,104.68 7,492.62
Other Income 412.52 99.93
Total Revenue 11,517.20 7,592.55
Profit before exceptional items and Tax 909.38 95.81
Exceptional item (Net gain/(Loss) (843.87) 37.61
Profit before Tax 65.51 133.42
Current Tax/MAT 12.37 -
Deferred Tax 45.13 68.48
Provision of Tax for earlier years written back (65.14)
Profit/(Loss ) for the year 73.15 64.94

FINANCIAL RESULTS OF SUBSIDIARY COMPANY

Particulars Financial Year ended on 31st March, 2018 Financial Year ended on 31st March, 2017
Revenue from Operations 4699.72 2036.96
Other Income 86.91 24.54
Total Revenue 4786.63 2061.50
Profit before exceptional items and Tax 430.67 27.93
Profit before Tax 391.20 27.90
Current Tax/MAT 11.88 -
Deferred Tax Charges / Credit 165.71 27.72
Profit/(Loss ) for the year 213.61 0.18

RESULT OF OPERATIONS

Revenue from Operations during the year was Rs. 11,104.68 Lakh against Rs. 7,492.62 Lakh in the previous year, which is an increase of 48 %. Profit before exceptional item and tax for the year was Rs. 909.38 Lakh against Rs. 95.81 lakh and Profit after tax for the year was Rs. 73.15 Lakh against Rs. 64.94 Lakh in the previous year.

INDIAN ACCOUNTING STANDARDS (Ind AS)

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare Financial Statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2017. Ind AS has replaced the existing GAAP Prescribed under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014.

Accordingly the Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2017 and the Financial Statement for the year ended 31st March, 2018 have been prepared in accordance with Ind AS. The Financial Statement for the financial year ended on 31st March, 2017 have been re-stated to comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to Subsidiary Companies, Joint venture or Associates of the Company.

RESULT OF OPERATIONS

Revenue from Operations during the year was Rs. 11,104.68 Lakh against Rs. 7,492.62 Lakh in the previous year, which is an increase of 48 %. Profit before exceptional item and tax for the year was Rs. 909.38 Lakh against Rs. 95.81 lakh and Profit after tax for the year was Rs. 65.51 Lakh against Rs. 133.42 Lakh in the previous year.

INDIAN ACCOUNTING STANDARDS (Ind AS)

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare Financial Statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2017. Ind AS has replaced the existing GAAP Prescribed under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014.

Accordingly the Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2017 and the Financial Statement for the year ended 31st March, 2018 have been prepared in accordance with Ind AS. The Financial Statement for the financial year ended on 31st March, 2017 have been re-stated to comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to Subsidiary Companies, Joint venture or Associates of the Company.

The effect of the transition from Indian GAAP to Ind AS has been explained by way of reconciliation in the Standalone and Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard. The audited Consolidated Financial Statements along with 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 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 Companys website at the link: http://okplay.co.in/policy_for_determining_material_subsidiaries.pdf

The Company will make available the annual accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial statements presented by the Company include the financial results of ths subsidiary company.

Copy of Annual Report of the Company uploaded on the website of the Company i.e. www.okplay.co.in.

DIVIDEND

To conserve the surplus reserves for the business and expansion plan of the Company, your Directors regret their inability to recommend any dividend.

TRANSFER TO RESERVES

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

FIXED DEPOSITS

During the financial year under review, your Company had neither accepted nor renewed any deposit from the public within the meaning of Chapter V of the Act. There were no outstanding deposits at the beginning and closing of the financial year. Hence, disclosure of information regarding unpaid and unclaimed deposits, defaults in the repayment of deposits, maximum deposits during the year etc. is not applicable on the Company.

DIRECTORS AND KEY MANAGERIAL PERSON:

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mrs. Mamta Handa (DIN- 00238019) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment as Whole Time Director. The Notice also contains proposal for the appointment of Mrs. Mamta Handa as Whole Time Director and approval for payment of remuneration.

Shri Naresh Kumar, Independent Director of the company resigned from Directorship w.e.f. 03rd August, 2017. The Board places on records its appreciation for the contribution made by Mr. Naresh Kumar during his tenure.

Justice (Retd) T.R. Handa, Founder Chairman of the Company has left for his heavenly abode on 5th December, 2017. The Board of Directors place on record its deep sense of gratitude and appreciation for the leadership and direction provided by Late Justice (Retd,) T.R. Handa, as Founder Chairman of the Company during last 29 years.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with Company.

After the date of Balance Sheet, Mr. Triloki Nath Verma has resigned from the position of Company Secretary of the Company on 27th April, 2018 and Mr. Rakesh Bhardwaj, an Associate Member of the Institute of the Company Secretaries of India has been appointed in his place with effect from 28th April, 2018.

Further, Mr. Vijayendra Kumar Jain, Director of the Company has resigned from Directorship of the Company w.e.f. 14th August, 2018 due to his pre-occupation in other assignments. The Board places on records its appreciation for the contribution made by Mr. Vijayendra Kumar Jain.

BOARD MEETINGS

During the financial year 2017-18, 11 (Eleven) meeting of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report which forms part of this report. The intervening period between the two meetings was within the period prescribed by the Companies Act, 2013.

BOARD EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Board Committees and Individual Directors pursuant to the provision of the Companies Act, 2013 and Corporate Governance requirement as prescribed under the SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board, after seeking input from all the Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board process, information and functioning etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the individual Director to the Board and Committee meetings.

Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and Chairman was evaluated, taking into account the view of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this report.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risk it faces. Manufacturing sites are analyzed to minimize risk associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continues to be the top priority at manufacturing site. The Companys business operations are exposed to a variety of financial risk, market risk, Liquidity risk etc.

The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section 134(5) (e) of the Companies Act, 2013, the Company has in place adequate internal financial control with reference to financial statement. Audit Committee periodically reviews the adequacy of internal financial controls. During the year such control were tested and no reportable material weakness in the design or operation were observed.

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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACTOFANNUALRETURN

As required under Section 92(3) of the Companies Act, 2013 the extract of Annual Return of the Company in Form MGT-9 is annexed as Annexure-1 of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The details of establishment of the Whistle Blower Policy/Vigil mechanism has been disclosed on the website of the Company at the link: http://okplay.co.in/Whistle- Blower-Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 were not applicable on the Company during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particular of loans, guarantee and investments have been disclosed in the Standalone Financial Statement of the Company.

RELATED PARTIES TRANSACTIONS

The related party transactions during the financial year were in the ordinary course of business and on arms length basis. Transactions with related parties are disclosed in Notes to the Financial Statements provided in this Annual Report.

The Related Party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted are reviewed and a statement giving detail of all related party transaction is placed before the Audit Committee for its approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link http://okplay.co.in/Related-Party-Transaction-Policy.pdf.

Details of material contracts or arrangement or transactions at arms length basis are provided in the Form AOC-2 published in this report

CORPORATE GOVERNANCE

Corporate Governance Report along with Auditors Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Companys performance and prospects is discussed in the Management Discussion and Analysis Report which form part of this Annual Report.

INFORMAITON UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee (ICC) under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

STATUTORY AUDITORS

M/s D. S. Chadha & Associates, Chartered Accountants (FRN-026723-N), were appointed as Statutory Auditors by the members in the 27th Annual General meeting for the block of 5 years.

Notice of 29th Annual General Meeting contains the proposal/ resolution for the continuation of the existing Auditors for the next financial year. Audit Committee has obtained a certificate and letter of consent from M/s D.S. Chadha & Associates, Chartered Accountants (FRN-026723-N), that his continuation In the office will be in accordance with the requirement of Companies Act, 2013 and they are not disqualified for re-appointment within the meaning of the said Act. Board of Directors also recommends the ratification of appointment of M/s. D.S. Chadha & Associates, Chartered Accountants (FRN-026723-N), as the Statutory Auditors of the Company until the conclusion of the 31st Annual General Meeting of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Statutory disclosures required under Section 134, particulars relating to Conservation of Energy, technology absorption, foreign exchange earnings and outgo is annexed with this report as Annexure-2.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12), of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, is annexed with this Report.

There was no employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 Cr. or more or employed for part of the year and in receipt of remuneration of Rs. 8.50 lakh per month or more during the financial year. Disclosure under Rule 5(2) of the Companies appointment and Remuneration of Managerial Personal Rules 2014 forms part of this report as Annexure-3.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Manager and their remuneration.

COST AUDITORS

Company was not required to appoint Cost Auditors during the financial year 2017-18. Cost Accounting records are maintained by the Company.

INTERNAL AUDITORS

The Board of Directors has appointed, M/s. Shashi Kant & Associates, Chartered Accountants (FRN- 024848N) for conducting Internal Audit for financial year 2017-18. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

SECRETARIAL AUDITORS

The Board of Directors has appointed Mr. Puneet Kumar Pandey, Company Secretary (COP- 10913), for conducting Secretarial Audit for the financial year 2017-18. Copy of Secretarial Audit Report is annexed with this report as Annexure-4.

FRAUDS

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There is no/ nil amount which remain unpaid or unclaimed for a period of 7 years.

DEMATERIALIZATION OF SHARES

As on 31st March, 2018, 95.78 % of equity shares out of the total subscribed capital have been dematerialized.

Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys Equity Shares is INE870B01016.

NOTES TO FINANCIAL STATEMENTS

The notes to the accounts referred to by the Auditors in their report are self-explanatory and may be treated as information/explanation submitted by the Board.

The auditors report presented by Statutory Auditors on the accounts of the Company for the financial year ended 31st March, 2018 is self-explanatory and requires no comments.

LISTING OF SECURITIES

Presently, the Securities of the Company are listed at the BSE Ltd.

HUMAN RELATIONS

Your Company continues to enjoy cordial relations amongst all its employees. In this pursuit of creating its own management cadre, your company has recruited executives and staff at various levels, including senior management positions during the year.

INDUSTRIAL RELATIONS

During the year, your Company maintained harmonious and cordial industrial relations.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation received from Companys Customers, Vendors, Bankers, Financial Institutions and Shareholders and look forward to their continued support in future as well.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees of the company at all levels.

By order of the Board of Directors
for OK PLAY INDIA LTD.
-Sd- -Sd-
Rajan Handa Mamta Handa
Date : 4th September, 2018 Managing Director Whole Time Director
Place : Tehsil Nuh, District Mewat DIN No. 00194590 DIN No. 00238019