To the Members,
Your Directors present the Thirty Fourth Annual Report and Audited Statement of
Accounts of the Company for the year ended 31st March, 2026 .
PERFORMANCE AT A GLANCE:
(Rs. in Lakhs)
| Particulars |
Year ended 31st March, 2026 |
Year ended 31st March, 2025 |
| Revenue from opeations |
1043.50 |
940.89 |
| Other income |
232.92 |
22.38 |
| Total Income |
1276.42 |
963.27 |
| Financial Expenses |
162.00 |
163.03 |
| Depreciation |
95.93 |
132.03 |
| Profit/ (Loss) Before Tax |
(247.40) |
(449.41) |
| Less: Exceptional Items |
- |
- |
| Less: Extraordinary Items |
- |
- |
| Tax expenses: |
|
|
| a. Current Tax |
- |
- |
| b. Deferred Tax |
(221.46) |
(10.35) |
| Profit/(Loss) for the year |
(25.94) |
(439.06) |
| APPROPRIATIONS: |
|
|
| Transfer to General Reserve |
Nil |
Nil |
| Final Dividend proposed |
Nil |
Nil |
| Profit(Loss) for the year carried to Balance Shee Earnings Per
Share-Basic and Diluted per |
t (25.94) |
(439.06) |
| Share of face value of '10/- each |
- 0.16 |
- 2.69 |
SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31.03.2026 was Rs.1630.87 Lakhs
and there was no further issue of shares during the year 2025-26. The Company neither
issued any shares with differential voting rights nor granted Stock Options or Sweat
Equity.
DIVIDEND
In view of absence of Profit in the Financial year 2025-26, the Board of Directors has
not recommended Dividend for the financial year 2025-26 (Previous Year - Nil).
TRANSFER TO RESERVES
The total Reserves and Surplus as on March 31, 2026 is ?(1525.31)Lakhs. (Previous Year:
?(1499.37) Lakhs. Transfer to Reserve for the year is NIL.
BUSINESS OPERATIONS
There was a gross income of Rs. 1276.42 Lakhs during the year under review (previous
year- Rs. 963.27 Lakhs). The depreciation for the year under review amounted to Rs. 95.93
Lakhs as against Rs. 132.03 Lakhs in the corresponding period of the previous year. Loss
Before Tax was Rs. 25.94 Lakhs during the year under review as against loss Before Tax of
Rs. 439.06 Lakhs during the previous year. Similarly there was a loss of Rs. 25.94 Lakhs
(After Tax) during the year under review as against a loss of Rs. 439.06 Lakhs (After Tax)
during the previous year.
MARKET SCENARIO & PERFORMANCE OF YOUR COMPANY
The main business of your Company is manufacturing and trading of Wedding Invitation
Cards, Greeting Cards, Visiting Cards, Office Envelopes, Cloth-lined Covers, Student
Notebooks, Account Books, Files, etc. Your Company is also involved in the trading of the
items like Screen-Offset Inks. Severe competition in sales by the small players in the
industry functioning at the nearby locations where your company is situated (due to their
less overheads and less taxes due to their small volume of business) is the main problem
faced by your company. Further, the business of wedding and greeting cards Industry is
continuously affected due to electronic modes of communications for all sorts of functions
and celebrations. The performance of your company was seriously affected due to the
reasons stated above.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the Company is
contained in the “MANAGEMENT DISCUSSION AND ANALYSIS REPORT” that forms an
integral part of this report. (Annexure -I).
MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate and the date of this report.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance note on Board
evaluation issued by SEBI vide its circular dated January 5, 2017, the annual performance
evaluation of its Board, the directors individually and Committees of the Board, viz.
Audit Committee and Nomination and Remuneration Committee has been carried out.
The Board and the committees were evaluated on various criteria as stated below:
1. Composition ofthe Board and Committees.
2. Understanding ofthe Company and its business by the Board.
3. Availability ofinformation to the Board and Committees.
4. Effective conduct of Board and Committee meetings.
5. Monitoring by the Board management effectiveness in implementing strategies,
managing risks and achieving the goals.
The Board also carried out the evaluation of directors and Chairman based on the
following:
1. Attendance at the meetings.
2. Understanding and knowledge ofthe entity.
3. Maintaining confidentiality of the entity.
4. Maintaining confidentiality of Board discussion.
5. Maintaining independentjudgment in the decisions ofthe Board.
EXTRACT OF ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014, is available on company's
website and can be accessed at www.oclwed.com
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company has complied with the provisions and Policy prescribed under the above
Act. No complaints have been received under the above Act during the financial year ended
31st March, 2026 and no complaints were pending for disposal as on 31st March, 2026. The
required Policy is also available on our website at the link: www.oclwed.com.
DIRECTORS AND KEY MANAGEMENT PERSONNAL:
In accordance with Section 152 of the Companies Act, 2013 Mrs. S. Jarina (DIN:
00269434), Women Director will retire by rotation at the ensuing Annual General Meeting.
She being eligible offers herself for re- appointment. The subject forms part of the
Ordinary Business in the Notice of the 34th Annual General Meeting.
Pursuant to Regulation 17(1A) and other applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 approval of shareholders by way of a Special Resolution is required for the
continuation of a non-executive director who has attained the age of 75 years. Mr.
Alagarsamy Uthandan (DIN: 07847682) is a highly esteemed professional. The Members
approved his re-appointment for a second term of 5 consecutive years effective from
10.06.2026 at the Annual General Meeting held on 20.09.2025. He will be crossing the age
of 75 years on 16.07.2027. The Nomination and Remuneration Committee and the Board of
Directors of the Company strongly believes that his rich experience, continued guidance
and independent judgement are invaluable to the Board. It is therefore in the interest of
the Company to continue to avail his services for the remainder of his approved term. The
subject forms part of the Special Business-Special Resolution.
The Board of Directors, upon the recommendation of the Nomination and Remuneration
Committee, has approved and recommended the appointment of Mr. Nagayasamy Rajkumar (DIN:
00617000) as an Independent Director on the Board of the Company for a term of 5 years
from the date of the Annual General Meeting subject to the approval of the shareholders.
The subject forms part of the Special Business-Special Resolution.
The Company has received from Mr. Nagayasamy Rajkumar (DIN: 00617000) (i) a declaration
in writing that he meets the criteria for independence as provided under Section 149(6) of
the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015; (ii) consent to act as a
director in Form DIR-2; and (iii) a declaration that he is not disqualified from acting as
a director under the Act.
The following persons were formally noted as the Key Managerial Personnel of the
company in compliance with the provisions of Section 203 ofthe Companies Act, 2013:
1. Mr. N. Mohamed Faizal, Managing Director/Chief Executive Officer
2. Mr.R. Dhanasekharan, Chief Financial Officer
3. Dr.S. Kuppan, Company Secretary & Compliance Officer
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent Director of the
Company under Section 149 (7) of Companies Act, 2013 that the Independent Directors of the
company meet with the criteria of their Independence laid down in Section 149 (6) of the
Companies Act, 2013.
PARTICULARS OF EMPLOYEES:
Disclosure 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 Personnel) Rules, 2014:
No employee of the Company was in receipt of remuneration during the financial year
2025-26 in excess of the sum prescribed under Section 197 (12) of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
NUMBER OF MEETINGS OF BOARD:
The details of number of meetings of Board of Directors are included as a part of
Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013. The Board met four times on 28th May,
2025; 14th August, 2025;
11th November, 2025; and 12th February, 2026.
BOARD MEETINGS:
| Name of Director |
Date of meeting 28.05.2025 |
Date of meeting 14.08.2025 |
Date of meeting 11.11.2025 |
Date of meeting 12.02.2026 |
| Mr.N.Mohamed Faizal |
Attended |
Attended |
Attended |
Attended |
| Mr.Alagarsamy Uthandan |
Attended |
Attended |
Attended |
Attended |
| Mr.N. Sridharan |
Attended |
Attended |
Attended |
Attended |
AUDIT COMMITTEE MEETINGS:
| Name of Director |
Date of meeting |
Date of meeting |
Date of meeting |
Date of meeting |
|
28.05.2025 |
14.08.2025 |
11.11.2025 |
12.02.2026 |
| Mr. N. Sridharan |
Attended |
Attended |
Attended |
Attended |
| Mr.Alagarsamy Uthandan |
Attended |
Attended |
Attended |
Attended |
| Mr.N.Mohamed Faizal |
Attended |
Attended |
Attended |
Attended |
NOMINATION AND REMUNERATION COMMITTEE MEETINGS:
| Name of Director |
Date of meeting |
Date of meeting |
|
28.05.2025 |
14.08.2025 |
| Mr. N. Sridharan |
Attended |
Attended |
| Mr.Alagarsamy Uthandan |
Attended |
Attended |
| Mrs. S. Jarina |
Attended |
Attended |
STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:
| Name of Director |
Date of meeting |
|
12.02.2026 |
| Mr.N. Sridharan |
Attended |
| Mr.Alagarsamy Uthandan |
Attended |
| Mrs. N. Mohamed Faizal |
Attended |
Currently the Board has the following Committees: Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Internal Complaints
Committee and Whistle Blower Committee.
The Composition and activities are as follows:
Audit Committee:
Composition: |
Mr. N. Sridharan, Independent Director-Chairman. |
|
Mr. Alagarsamy Uthandan, Independent Director -Member |
|
Mr. N. Mohamed Faizal, Managing Director - Member |
The Committee met 4 times on 28.05.2025; 14.08.2025; 11.11.2025 & 12.02.2026. All
the members attended all the meetings.
Highlights of duties, responsibilities and activities:
The Committee was mandated with the same terms of reference specified in the relevant
provisions of the Companies Act, 2013, Regulation(s) of the SEBI(LODR) Regulations, 2015.
The Audit Committee is responsible for overseeing the company's financial reporting
process, reviewing the quarterly/half-yearly/annual financial statements, reviewing with
the management the financial statements and adequacy of internal audit functions,
recommending the appointment/re- appointment of statutory auditors and fixation of audit
fees, reviewing the significant internal audit findings/related party
transactions/reviewing the Management Discussion and Analysis of financial condition and
results of operations and also compliance issues.
The Committee acts as a link between the management, external and internal auditors and
the Board of Directors of the Company.
Nomination and Remuneration Committee:
Composition: |
Mr. N. Sridharan, Independent Director-Chairman. |
|
Mr. Alagarsamy Uthandan, Independent Director -Member |
|
Mrs. S. Jarina, Non-Executive-Non-Independent Director - Member |
The Committee met 2 times on 28.05.2025 and 14.08.2025. All the members attended all
the meetings.
Highlights of duties, responsibilities and activities:
REMUNERATION POLICY:To fix salary and allowances and other perks to senior level
personnel as and when appointed by the Company. The Remuneration Policy of the company for
the managerial personnel is based on the performance potential and performance of the
individual/personnel.
Internal Complaints Committee:
Composition: |
Mr. N. Sridharan, Independent Director-Member. |
|
Mr. Alagarsamy Uthandan, Independent Director -Chairman |
|
Mrs. S. Jarina, Non-Executive-Non-Independent Director - Member |
Number of meetings held during the year: Nil Highlights of duties, responsibilities and
activities:
To consider and redress complaints of employees and sexual harassment of Women
Employees.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at workplace (Prevention,
Prohibition, Redressal) Act, 2013. Number of complaints received during the year - Nil;
Disposed off - Nil; Number of complaints pending - Nil.
Whistle Blower Committee:
Composition: |
Mr. Alagarsamy Uthandan, Independent Director -Chairman |
|
Mrs. S. Jarina, Non-Executive-Non-Independent Director - Member |
Number of meetings held during the year: Nil Highlights of duties, responsibilities and
activities:
This provides adequate safeguards against victimization of Directors, employees or any
other person.
Number of meetings held during the year: Nil
Stakeholders Relationship Committee:
Composition: |
Mr. N. Sridharan, Independent Director-Chairman. |
|
Mr. Alagarsamy Uthandan, Independent Director -Member |
|
Mr. N. Mohamed Faizal, Managing Director - Member |
The Committee met on 12.02.2026. All the members attended all the meetings.
Highlights of duties, responsibilities and activities:
The Committee meets according to the necessity. The shares received are usually
transferred within a period of 10 to 15 days from the date of receipt subject to their
validity.
Investors are eligible to file their nomination against shares held under physical
mode.
The facility of Nomination is not available to non-individual shareholders such as
societies, trust, bodies corporate, Karta of Hindu Undivided Families and holders of Power
of Attorney.
Investors are advised to avail this facility, especially investors holding securities
in single name to avoid the process of transmission by law.
Investors holding shares held in electronic form, the nomination has to be conveyed to
the relevant Depository Participants directly, as per the format prescribed by them.
POLICIES OF THE BOARD
WHISTLE BLOWER POLICY (POLICY ON VIGIL MESHANISM:
As per Section 177(9) of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of SEBI(LODR) Regulations, 2015, the Company has established a Vigil
Mechanism overseen by the Audit Committee. The Policy ensures that strict confidentiality
is maintained while dealing with concerns and aso that no discrimination will be meted out
to any person for a genuinely raised concern. This has been uploaded in he Company's
website. No complaint under this facility was received in the financial year 2025-26.
There has been no change to the Whistle Blower Policy adopted by the Company during the
financial year 2025-26.
REMUNERATION POLICY:
The Remuneration Policy of the Company for the managerial personnel is based on the
performance potential and performance of the individual/personnel.
Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Part-D
Schedule II (1) of SEBI (LODR) Regulation 2015.
The Non-Executive Directors will be paid sitting fees for attending the Board and
Committee Meetings as per the stipulations in the Act and the Articles of Association of
the company and as recommended by the Nomination and Remuneration Committee. Different
scales of sitting fee may be fixed for each category of the directors and type of meeting.
However, the fees payable to the Independent Directors and Woman Directors shall not be
lower than the fee payable to other categories of directors.
In addition to this, the travel and other expenses incurred for attending the meetings
are to be met by the Company. Subject to the provisions of the Act and the Articles of
Association, the Company in General Meeting may by special resolution sanction and pay to
the Directors remuneration not exceeding 1 % of the net profits of the Company computed in
accordance with the relevant provisions of the Act. The company shall have no pecuniary
relationship or transactions with any Non-Executive Directors except Mrs. S. Jarina, Women
Director.
SALIENT FEATURES OF REMUNERATION POLICY:
In accordance with the Nomination and Remuneration Policy salient features of the
Nomination and Remuneration Committee are given below:
1. The Committee shall formulate the criteria for determining qualifications, positive
attributes and independence of a Director.
2. The Committee shall identify persons who are qualified to become Director and
persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in this policy.
3. Recommend to the Board appointment and removal of Director(s), KMP and Senior
Management Personnel.
4. The Board shall carry out evaluation of performance of every Director, Managerial
Person, KMP and Senior Management Personnel at regular intervals.
5. The Remuneration, Compensation and commission, etc. to the Managerial Person and KMP
and Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The Remuneration, Compensation and commission, etc. shall be subject
to prior/post approval of the shareholders of the Company and Central Government wherever
required.
RISK MANAGEMENT POLICY:
The Company has Business Risk Management framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage.
RELATED PARTY TRANSACTION POLICY
The Policy regulates all transactions between the Company and its related parties.
INSIDER TRADING POLICY:
The Policy provides the framework in dealing with Securities of the Company.
AUDITORS AND THEIR REPORT:
M/s. Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No.
012360S) were appointed for a period of five years in the 2024 Annual General Meeting as
the Statutory Auditors of the company.
AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT:
Modified Opinion(s) in the Audit Report: Modified opinion by the auditors. There have
been audit qualifications on the financial statements of the Company. Management's replies
are provided below:
Auditor's Observations
1. Confirmation not provided for Sundry Debtors and sundry Creditors Reply by the
management
The Company is currently undergoing a comprehensive reconciliation exercise with
several major vendors and customers to align disputed balances and historical accounts.
Consequently, direct external confirmations could not be presented to the auditors during
the audit window. However, Management assures that the financial statements reflect a true
and fair view based on internal ledgers and subsequent payment trails. Management has
accelerated the reconciliation process to ensure all outstanding balances are fully
verified and confirmed in the upcoming financial year.
2. Audit Trail (Edit Log)
Reply by the management
However, the company has always maintained strict internal controls, physical
documentation and manual approval matrices to ensure the integrity and accuracy of its
financial records. To ensure absolute compliance with statutory requirements, the
Management has successfully upgraded and implemented accounting software system featuring
an unalterable audit trail facility, effective January, 2026.
3. In Respect of Inventories
Reply by the Management
The differences between the stock statements filed with the banks and the books of
accounts during the first three quarters were primarily due to the bank returns being
prepared on an estimated or provisional basis to meet timely submission deadlines. The
interim differences were due to timing and cut-off differences regarding goods-in-transit,
provisional trade discounts and delayed raw material invoicing from vendors at the
respective quarter-ends. These timing differences were progressively reconciled throughout
the year. The books of account, however, undergo rigorous period-end closing adjustments,
cut-off procedures and physical verification processes. All reconciling items were fully
reconciled and aligned by the end of the financial year, resulting in a NIL variance in
the final quarter. The company is strengthening its quarterly closing processes to
minimize such interim gaps going forward.
4. Control for inventory and advance bookings from customers
Reply by the Management
We have accepted the auditor's recommendation regarding the need for a more formalized
process and stricter cut-off controls surrounding inventory management and customer
advances for order dispatches. We recognize that strengthening these areas will minimize
financial reporting risks and enhance operational efficiency.
Further, we are establishing a strict Standard Operating Procedure (SOP) for year-end
and month-end cut-offs.
A hard cut-off time will be enforced for dispatch documentation (e.g., Goods
Issued/Delivery Notes) to ensure revenue and inventory reductions are recognized in the
correct accounting period.
Mr. S. Senthilnathan is the Internal Auditors of the Company.
COSTAUDIT
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) amendment rules, 2014, the Company's product does not
fall under the purview of Cost Audit.
SECRETARIALAUDIT:
Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. R. Deenadayalu, Membership No. F3850 (COP No.27727) in the place of Mrs . M.
Keerthana, Practicing Company Secretary, M. No. A63005 (COP No.26186) to undertake the
Secretarial Audit of the Company for a period of five years from the Financial Year
2025-26.
The Secretarial Audit Report was placed before the Board and their observations are
shown in the Secretarial Audit Report. (Annexure-II).
Employees Provident Fund (PF) contribution has not been remitted from April, 2026 to
June, 2026. Reply by the Management
Due to poor income this delay occurred. The Company is taking steps to remit the dues
at the earliest.
Employees State Insurance Amount has not been remitted from May, 2025 to June, 2026.
Reply by the Management
Due to poor income this delay occurred. The Company is taking steps to remit the dues
at the earliest. There was demand from GST authorities against which process of Appeals
are pending:
Reply by the Management
On receipt of final orders from GST authorities the company will take steps to remit
the dues.
Statutory dues have not been paid properly Reply by the Management
Due to poor income this delay occurred. The Company is taking steps to remit the dues
at the earliest.
The Company has paid the annual listing fees for the year 2025-26 lately on 12.09.2025
which was due on 30.04.2025
Due to poor income this delay of payment occurred.
The application for “Review of Waiver of fines” filed with the Bombay Stock
Exchange Limited under Regulation SOP Reg-31-December, 2020 - '9,440/- and under
Regulations SOP Reg-19(1)/(2)- December, 2020-'1,46,320/- is pending.
Reply by the Management
Orders from the Mumbai Stock Exchange Ltd are awaited.
PUBLIC DEPOSITS
The Company has not accepted deposits during the year and therefore no public deposits
fallen due for payment and claimed but not paid as on 31st March, 2026. The total amount
of deposit outstanding as at 31st March, 2026 was Nil.
REPORTING FRAUDS BY AUDITORS
There is no fraud reported in the Company during the financial year ended 31st March,
2026. This is also supported by the reports of the auditors of the company as no fraud has
been reported in their audit report for the financial year ended 31st March, 2026.
DETAILS OF ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE
REASONS THEREOF
During the year under review there was no instance of a one-time settlement with any
bank or financial institution.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END
OF THE FINANCIAL YEAR
No application was made and no proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.
COMMISSION RECEIVED BY DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANY:
The Company neither has any holding nor has any subsidiary company. Therefore,
disclosure under Section 197(14) of the Companies Act, 2013 is not applicable.
SIGNIFICANT & MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board. During the
year, such controls were tested and no reportable material weaknesses in the operations
were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company did not give any Loan or Guarantee or provided any security or make
investment covered under Section 186 ofthe Companies Act, 2013 during the year.
CORPORATE SOCIAL RESPONSIBILTY:
The requirements of compliance of Corporate Social Responsibility are not applicable to
our company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
Particulars of contracts or arrangements with Related Parties referred in Section
188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 (Annexure-III).
FORMAL ANNUAL EVALUATION:
The Board has carried out the annual performance evaluation of its own performance and
the Directors individually after taking into consideration inputs received from the
Directors, covering various aspects on the Boards' functioning such as adequacy of the
composition of the Board and its Committees, performance of specific duties, obligations
and governance.
The Performance evaluation of the Independent Directors was carried out by the entire
Board and the Performance evaluation of the Managing Director and the Executive Director
was carried out by the Independent directors at their meeting held on 12th February, 2026.
The Directors expressed their satisfaction with the overall evaluation process.
RATIO OF REMUNERATION TO EACH DIRECTOR:
| The ratio of the remuneration of each Director to the median |
Name of the Director |
Ratio |
| remuneration ofthe employees of Company for the financial year |
Mr. N. Mohamed Faizal |
3.125:1 |
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 |
' In Lakhs |
% increase |
|
2025-26 |
2024-25 |
|
| Mr.N. Mohamed Faizal, Managing Director |
6.00 |
6.00 |
Nil |
| Mr. R. Dhanasekharan, Chief Financial Officer |
5.28 |
4.68 |
12.82% |
| Mr. S. Kuppan, Company Secretary |
4.10 |
4.20 |
- 2.44% |
| The average increase in salary of employees other than Managerial
Personnel 2025-26 |
- 1.09 |
| The percentage increase in the median remuneration of Employees in the
financial year |
4.58 |
| The number ofpermanent employees on the rolls ofthe company: |
36 |
| The explanation on the relationship between average Increase in
remuneration and company performance |
The remuneration payable to the Key Managerial Personnel and the Managing
Director (Whole-Time Director) are in accordance with the Industry and Geographical
standards, as per the remuneration policy of the company and based on their performance. |
| Comparison of the remuneration of the Key Managerial Personnel against
the performance of the Company |
Comparison of the remuneration of the Key Managerial Personnel against
the performance of the Company in the period under review: Remuneration of KMP as a
percentage of Revenue is 1.20%. Remuneration of KMP as a percentage of PBT: Negative PBT. |
Variations in the market capitalization of the Company, price earnings ratio as at the
closing date of the financial year and previous financial year and percentage increase
over decrease in the market quotations of the shares of the Company in comparison to the
rate at which the company came out with the last public ofer in case of listed companies,
and in case of unlisted companies, the variations in the net worth of the company as at
the close of the current financial year and previous financial year:
| Particulars |
31.03.2026 |
31.03.2025 |
change |
| Stock price in (?) |
2.81 |
3.70 |
- 24.05% |
| Market Cap (' In Crores) |
4.58 |
6.03 |
- 24.05% |
| EPS in ' |
-0.16 |
-2.69 |
- |
| PE |
- |
- |
|
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.
| Name |
' In Lakhs |
|
2025-26 |
2024-25 |
% increase |
| Mr.N. Mohamed Faizal, Managing Director |
6.00 |
6.00 |
Nil |
| Mr. R. Dhanasekharan, Chief Financial Officer |
5.28 |
4.68 |
12.82% |
| Mr. S. Kuppan, Company Secretary |
4.10 |
4.20 |
- 2.44% |
The remuneration payable to the Key Managerial Personnel and the Managing Director
(Whole-Time Director) are in accordance with the Industry and Geographical standards, as
per the remuneration policy ofthe company and based on their performance.
| The key parameters for any variable component of remuneration availed by
the directors: |
There is no variable component in the remuneration paid to the
Director(s) |
| The ratio of remuneration ofthe highest paid director To that ofthe
employees who are not directors but Receive remuneration in excess ofthe highest paid
Director during the year |
NIL |
| Affirmation that the remuneration is as per the Remuneration policy of
the company |
YES |
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Unpaid/unclaimed Amount transferred to 'IEPF' during year. Nil.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required to be given as per Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed hereto and the
same forms part of this Report. (Annexure -IV)
MATERNITY BENEFIT ACT, 1961
Your Company affirms that it has duly complied with all the provisions of the Maternity
Benefit Act, 1961 and has extended all statutory benefits to eligible women employees
during the year under review as required under Rule 8(5)(xiii) of the Company (Account)
Rules, 2014.
LOANS FROM DIRECTORS
Your Company has availed unsecured interest-free loan(s) of '333.83 Lakhs from the
Director during the financial year under review and the outstanding balance amount was
'461.77 Lakhs as on 31st March, 2026.
CREDIT RATING
The Company has not obtained any Credit Rating from any agency.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 IN RESPECT OF VOTING RIGHTS
EXERCISED BY EMPLOYEES PURSUANT TO ANY SCHEME:
This section is not applicable to your company.
RISKS IMPACT ON THE COMPANY - MITIGATING STRATEGY:
Cyber Security Risk: Nil; Phycological Risks: Very minimal; Practical and Execution
Risks: Nil.
REPORT ON CORPORATE GOVERNANCE
As required by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the auditors' certificate on Corporate
Governance is enclosed as Annexure-V to the Board's Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief, and according to the information and
explanations obtained by them, your Directors make the following statement in terms of
Section 134(5) of the Companies Act, 2013. The Directors confirm that
(a) In preparation of the annual accounts for the Financial Year ended March 31, 2026,
the applicable Accounting Standards have been followed.
(b) They have 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 Loss of
the Company for that period.
(c) They have taken proper and sufficient care towards 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) They have prepared the annual accounts on a going concern basis.
(e) They have laid down internal financial controls which are adequate and are
operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
SUCCESSION PLANNING:
The Nomination and Remuneration Committee works with the Board on the succession plan
and prepares for the succession in case of any exigencies.
INDEPENDENT DIRECTORS
The Company is managed and controlled by a professional Board of Directors with an
optimum combination of Executive, Non-Executive and Independent Directors including one
Woman director. The Non-Executive Independent Directors fulfill the conditions of
independence specified in Section 149(6) of the Companies Act, 2013. The Company has
received the necessary declaration from each Independent Director of the Company under
Section 149(7) of the Act, that they meet the criteria of independence as laid down in
Section 149(6) of the Act.
Whenever new Non-executive and Independent Directors are inducted into the Board, they
are introduced to our Company's culture through appropriate orientation sessions and they
are also introduced to our organization structure, our business, constitution, board
procedures, our major risks and management strategy . The draft appointment letter for
Independent Directors has been placed on the Company's website at www.oclwed.com.
Further, the Independent Directors have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms
of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014 and have obtained the certificate, either by clearing the
self-proficiency test or by claiming exemption.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a meeting on 12th February, 2026 without the attendance of Non-Independent
Directors and members of Management.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the company. The Policy and details of the familiarization programmes is
available on the website of the company: www.oclwed.com.
NAMES OF TOP 10 EMPLOYEES OF THE EMPLOYEES IN TERMS OF REMUNERATION DRAWN (OTHER THAN
KEY MANAGERIAL EMPLOYEES):
| Sl.No. Name |
' Per Month |
| 1. Mr. A.Mohamed Ali |
44,000/- |
| 2. Mr. SundaramurthyPonnuvel |
39,000/- |
| 3. Mr. D.MarudhuPandi |
30,000 |
| 4. Mr. Raja M.R. |
30,000/- |
| 5. Mr. G. Jayakanthan |
30,000/- |
| 6. Mr. M. Kathirasan |
26,560/- |
| 7. Mr.Thameemmul Ansari AbulKasim |
26,340/- |
| 8. Mr. V.S. Ganshan |
25,500/- |
| 9. Mr. V. Ravindran |
24,560/- |
| 10.Mr. Rajendran |
24,390/- |
DUES TO SMALL, MEDIUM & MICRO ENTERPRISES:
Dues outstanding more than Rs. 1,00,000/- to Small, Medium and Micro Industrial Units:
| 1. ADWELL INTERNATIONAL PVT LTD |
' 3,74,639 |
| 2. RANI'S TRADING CENTRE |
' 22,85,975 |
| 3. WILSON GREETINGS PVT LTD |
' 1,10,317 |
|
' 27,70,931 |
SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standards on meetings of the Board of
Directors (SS-1), General Meetings (SS-2), Dividend (SS-3) and Report of Board of
Directors (SS-4) issued by the Institute of Company Secretaries of India and approved by
the Central Government
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 2025-26 to
BSE where shares of the company are listed.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation for the continued co-operation,
support and assistance extended to the Company by the government of India, Government of
Tamil Nadu, Company's Bankers and the shareholders. Your Directors also place on record
their appreciation for the continued and dedicated performance and commitment by Officers
and staff of the Company.
|
For and on behalf of the Board |
| Place: Chennai |
N. MOHAMED FAIZAL (DIN:00269448), |
| Date: 12th August, 2026 |
CHAIRMAN |
|
S. JARINA (DIN: 00269434), |
|
WOMAN DIRECTOR |
|