Dear Shareholders,
The Board of Directors ("the Board") of Clara Industries Limited ("the
Company") is pleased to present the Fourth Annual Report, along with the audited
financial statements for the financial year ended March 31, 2025.
SUMMARY OF FINANCIAL RESULTS
For FY 2024-25, the Company recorded a total income of Rs1,103.78 lakhs, with revenue
from operations at Rs1,077.89 lakhs. Profit Before Tax stood at Rs282.97 lakhs, while
Profit After Tax was Rs189.03 lakhs, reflecting disciplined cost management and
operational stability during a challenging year.
Below is the detailed financial statement:
Sr.
No. |
Particulars |
Year to date figures as on 31.03.2025 |
% of total income |
Year to date figures as on 31.03.2024 |
% of total income |
|
Income from Operations |
|
|
|
|
1. |
Revenue from Operations |
1077.89 |
97.65% |
1268.13 |
99.30% |
II. |
Other Income |
25.89 |
2.35% |
8.99 |
0.70% |
III. |
Total Income from Operations (Net) |
1103.78 |
100.00% |
1277.12 |
100.00% |
IV. |
Expenses |
|
|
|
|
|
Cost of Material Consumed |
874.00 |
79.18% |
597.53 |
46.79% |
|
Purchase of stock-in-trade |
- |
- |
21.25 |
1.66% |
|
Changes in Inventories |
-130.16 |
-11.79% |
-58.58 |
-4.59% |
|
Employees Benefits Expenses |
7.35 |
0.67% |
27.53 |
2.16% |
|
Finance Costs |
17.17 |
1.56% |
8.32 |
0.65% |
|
Depreciation & Amortization Expenses |
25.34 |
2.30% |
36.47 |
2.86% |
|
Other Expences |
27.11 |
2.46% |
35.67 |
2.79% |
|
Total Expenses(IV) |
820.81 |
74.36% |
668.19 |
52.32% |
V. |
Profit before exceptional items and tax (IIMV) |
282.97 |
25.64% |
608.93 |
47.68% |
VI. |
Exceptional Items (Net Gain/Loss) |
- |
- |
8.63 |
0.68% |
VII. |
Profit before tax (V-VI) |
282.97 |
25.64% |
600.29 |
47.00% |
X. |
Tax Expenses |
|
|
|
|
|
Current Tax |
67.48 |
6.11% |
158.36 |
12.40% |
|
Earlier years Tax |
22.72 |
2.06% |
22.34 |
1.75% |
|
Deferred Tax |
3.74 |
0.34% |
-0.09 |
-0.01% |
|
Tax Expenses for the Year |
93.94 |
8.51% |
180.61 |
14.14% |
XI. |
Profit (Loss) for the period from continuing operations (IX-X) |
189.03 |
17.13% |
419.68 |
32.86% |
PERFORMANCE OF THE COMPANY
During the financial year 2024-25, Clara Industries Limited navigated a dynamic
business environment marked by fluctuating input costs and moderated demand trends.
Despite these challenges, the Company delivered a total income of Rs1,105.78 lakhs,
compared to Rs1,277.12 lakhs in the previous year. Revenue from operations stood at
Rs1,077.89 lakhs, while Profit Before Tax was Rs282.97 lakhs, and Net Profit After Tax
amounted to Rs189.05 lakhs.
Although the topline performance reflected a temporary slowdown due to market
conditions and the strategic decision to prioritise consolidation over aggressive
expansion, the Company continued to strengthen its fundamentals. Disciplined cost
management, process efficiency improvements, and operational alignment across business
units ensured profitability and liquidity stability.
Clara Industries remained committed to its strategic roadmap, which included key
investments in capacity expansion for future growth. The procurement of advanced woven
sack manufacturing machinery during the year marked a significant step toward
diversification, with the operational benefits expected to materialize in FY 2025-26.
The management remains optimistic about the coming fiscal year, supported by an
improved demand outlook, ongoing efficiency initiatives, and a strong product portfolio
across packaging films, flexible packaging, food wrap solutions, PP mats, and recycled
granules.
COMPANY'S WEBSITE
The official website of your Company, www.clara.co.in. serves as a comprehensive
information hub, reflecting Clara Industries' business operations and commitment to
transparency. The homepage provides an overview of our core business segments, product
portfolio, and value-driven solutions.
The website also hosts an extensive repository of investor-related information,
including annual financial results, shareholding patterns, details of the Board of
Directors and senior management, committee compositions, corporate policies, and
governance frameworks. In addition, it features updates on the Company's key initiatives,
strategic developments, and sustainability practices.
All disclosures mandated under the Companies Act, 2015 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are promptly uploaded to ensure
compliance and enable stakeholders to access accurate and timely information.
CAPITAL STRUCTURE
During the financial year 2024-25, the Company undertook strategic measures to
strengthen its capital base and enhance shareholder value. The Authorized Share Capital
was increased from Rs11.00 crore (comprising 1.10 crore equity shares of Rs10/- each) to
Rs21.00 crore (comprising 2.10 crore equity shares of Rs10/- each) by creating an
additional 1 crore equity shares of Rs10/- each.
Further, with the approval of shareholders, the Company issued 1,65,58,520 fully
paid-up Bonus Equity Shares of Rs10/- each, aggregating to Rs16.54 crore, in the ratio of
4:1 (four fully
paid-up equity shares for every one equity share held), by capitalizing amounts from
retained earnings. These Bonus Shares carry the same voting rights and rank pari passu in
all respects with the existing equity shares.
For shareholders holding shares in dematerialized form, the Bonus Shares were credited
directly to their respective demat accounts, while physical share certificates were issued
within prescribed timelines. No fractional entitlements arose from the bonus issue; any
fractions were ignored and rounded down to the nearest integer.
Post these changes, the Issued, Subscribed, and Paid-up Share Capital of the Company
stands at ^20,67,29,000, divided into 2,06,72,900 equity shares of Rs10/- each, as on
March 31, 2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in the composition of the Board of
Directors.
Ms. Nidhi Varun Kumar resigned from the position of Company Secretary of the Company
with effect from January 3, 2025.
Subsequently, the Board appointed Ms. Pooja as the Company Secretary and Compliance
Officer at the board meeting held on January 4, 2025.
Further, none of the Directors are disqualified from being appointed or re-appointed as
Directors of the Company in terms of the provisions of Section 164 of the Companies Act,
2013.
CHANGE IN NATURE OF BUSINESS
During the financial year ended March 31, 2025, there were no changes in the nature of
the Company's business activities. The operations continued to align with the core
objectives and strategic direction established by the Board, ensuring stability and
consistency in our business model.
ANNUAL RETURN
In compliance with Section 92 and Section 134 of the Companies Act, 2013, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company in Form MGT-7 is available on the Company's website at www.clara.co.in.
GENERAL RESERVES
In accordance with applicable Accounting Standards, the Profit After Tax has been
retained under the 'Reserve & Surplus' section. Accordingly, no amount has been
transferred to the General Reserve during the financial year.
BOARD EVALUATION
The Board of Directors conducted its annual performance evaluation in accordance with
the provisions of the Companies Act, 2013. This comprehensive evaluation covered the
performance of the Board as a whole, its various Committees, and individual Directors.
Inputs were sought from all Directors based on defined criteria, including the Board's
composition and structure, the effectiveness of its processes, quality of information
shared, and overall functioning.
Based on the feedback and analysis, the Board concluded that its performance during the
year was effective and aligned with the evaluation framework, supporting the Company's
growth-oriented objectives. The Committees were also found to be functioning independently
and efficiently, fulfilling their roles as mandated under the Act.
Furthermore, each Director discharged their duties and responsibilities diligently, as
prescribed under the Companies Act, 2015, and contributed meaningfully through their
experience, knowledge, and strategic insights in navigating both opportunities and
challenges faced by the Company during the year.
PARTICULARS OF REMUNERATION OF DIRECTORS AND OTHER EMPLOYEES
None of the employees of the Company received remuneration in excess of the limits
prescribed under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during the financial year.
PUBLIC DEPOSITS
During the year under review, the Company has not invited or accepted any fixed
deposits from the public in accordance with the provisions of Section 75 of the Companies
Act, 2015 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the
said provisions are not applicable to the Company.
DIVIDEND
During the year under review, the Board of Directors, at its meeting held in June 2024,
declared an Interim Dividend of Rs. 20,67,290/- on the Equity Shares of the Company. The
said interim dividend has already been paid to the eligible shareholders of the Company.
Further, after considering the Company's performance, the need to conserve resources
for future growth, and its long-term expansion plans, the Board of Directors has deemed it
prudent not to recommend any final dividend on the Equity Shares for the financial year
ended March 51, 2025.
Accordingly, the total dividend distributed during the financial year 2024-25 amounts
to Rs. 20,67,290/-, representing the interim dividend declared and paid.
In terms of Regulation 45A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, only the top 1000 listed entities based on market
capitalization are required to formulate and adopt a Dividend Distribution Policy. Since
the Company does not fall within the said threshold as on March 51, 2024, the requirement
to adopt a Dividend Distribution Policy is not applicable to the Company.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
Pursuant to Section 154(5)(d) of the Companies Act, 2015, the Company confirms that it
has received necessary declarations from all Independent Directors under Section 149(7) of
the Act, affirming that they meet the criteria of independence as laid down in Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements)
Regulations, 2015 ("SEBI Listing Regulations").
Each Independent Director has submitted a declaration confirming that:
• They continue to fulfill the criteria of independence as specified under Section
149(6) of the Act, read with Schedule IV, and Regulation 16(1)(b) of the SEBI Listing
Regulations;
• They are not aware of any circumstances that exist or are anticipated which
could impair or impact their ability to discharge duties effectively, as required under
Regulation 25(8) of the SEBI Listing Regulations;
• They are not debarred from holding the office of Director pursuant to any SEBI
order or the order of any other such authority; and
• There has been no change in circumstances that may affect their status as
Independent Directors.
Additionally, all Independent Directors have affirmed compliance with the Code of
Conduct prescribed for Independent Directors under Schedule IV of the Act. The Board is of
the opinion that all Independent Directors possess the requisite qualifications,
expertise, integrity, and proficiency as required under applicable laws and continue to be
independent of the management.
SEPARATE MEETING OF INDEPENDENT DIRECTOR
In accordance with Section 149(7) of the Companies Act, 2015, read with Para VII(1) of
Schedule IV to the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the
Company was held on March 5, 2024, without the presence of Non-Independent Directors and
members of the management.
During the meeting, the Independent Directors, inter alia, reviewed and discussed the
following:
• Performance of the Non-Independent Directors and the overall functioning of the
Board;
• Performance of the Chairman of the Company, taking into account the views of
both Executive and Non-Executive Directors; and
• The quality, quantity, and timeliness of the flow of information between the
management and the Board, which is essential for the Board to discharge its functions
effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS
All contracts, arrangements, and transactions entered into by the Company with related
parties during the financial year 2024-25 were in the ordinary course of business and
conducted at arm's length. The Company did not enter into any material related party
transactions, as defined under its Related Party Transactions Policy ("RPT
Policy"), during the year. Accordingly, the disclosure in Form AOC-2 is not
applicable. All applicable related party transactions were duly reviewed and approved by
the Audit Committee and the Board, as required. Disclosures pursuant to Ind AS-24 on
Related Party Transactions have been provided in the notes to the standalone financial
statements.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year ended March 51, 2025, the Company did not make any loans,
provide any guarantees, or make any investments as specified under Section 186 of the
Companies Act, 2013 and the rules made thereunder.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, the Company did not have any subsidiary, joint venture,
or associate company as defined under the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Companies Act, 2013, the Company has a duly
constituted CSR Committee comprising Mr. Avdesh Kamboj (DIN: 09526364) as Chairperson,
Mrs. Parry Kukreja (DIN: 06649401), and Mr. Manmohan Singh (DIN: 07790507) as Members. The
Committee's terms of reference are provided in the Corporate Governance Report, and the
CSR Policy is available on the Company's website at: CSR Policy.
The Company views social responsibility as an integral part of its business and strives
to deploy its CSR budget for the benefit of society and the environment. For FY 2024-25,
based on the average net profits of FY 2021-22, 2022-23, and 2023-24, the prescribed CSR
spend was Rs8.67 lakh. Out of this, the Company spent Rs6.32 lakh during the year in line
with the recommendations of the CSR Committee and the approval of the Board. The unspent
amount of Rs2.35 lakh was subsequently utilized in accordance with Schedule VII of the
Act, by contributing to the Prime Minister's National Relief Fund (PMNRF).
The Annual Report on CSR activities for FY 2024-25 is annexed as Annexure B and forms
part of this Report.
CORPORATE GOVERNANCE
The Company, being listed on the Small and Medium Enterprise (SME) Platform, is exempt
from the provisions of Corporate Governance as stipulated under Regulation 15 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, no
Corporate Governance Report is provided in this Annual Report. Nevertheless, the Company
voluntarily adheres to the majority of the prescribed corporate governance practices.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire profit for the financial year
2024-25 in the Statement of Profit and Loss as at March 31, 2025.
CREDIT RATING
During the year under review, the Company did not have any outstanding instruments
requiring a credit rating.
BOARD MEETINGS
During the year under review, the Board of the Company convened meetings on May 25,
2024; June 6, 2024; June 12, 2024; July 8, 2024; September 16, 2024; November 14, 2024;
December 30, 2024; January 3, 2025; January 4, 2025; February 10, 2025; March 5, 2025; and
March 8, 2025. The interval between any two consecutive meetings did not exceed the limit
of one hundred and twenty days, in compliance with Section 173 of the Companies Act, 2013
and Regulation 17 of the SEBI Listing Regulations.
DIRECTOR'S ATTENDANCE RECORD
The last Annual General Meeting was held on September 29th 2024. The attendance record
of the Directors at the Board Meeting during the year ended on March 31, 2025, and at the
last Annual General Meeting is as under:
Name of Directors |
Number of Board Meetings Attended During The Year |
Whether Attended Last Annual General Meeting |
Mr. Nikhil Kukreja |
12 out of 12 |
Yes i |
Ms. Parry Kukreja |
12 out of 12 |
Yes |
Ms. Priyanka Mediratta |
10 out of 12 |
Yes |
Mr. Avdesh Kumar Kamboj |
12 out of 12 |
Yes |
Mr. Man Mohan Singh |
12 out of 12 |
Yes |
BOARD COMMITTEES
In accordance with SEBI (Listing Obligations and Disclosure Requirements), 2015,
provisions on Corporate Governance the Board of Directors of the Company had constituted
following Committees. The details are as under:
1. Audit Committee
2. Nomination & Remuneration Committee 3.Shareholder's & Investor's Grievance
Committee 4.Internal Complaint Committee
5.Corporate Social Responsibility (CSR) Committee
The composition of various committees are as follows:
AUDIT COMMITTEE
The terms of reference of the Audit Committee are as per the guidelines set out in the
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015 with the stock exchanges read with Section 177 of the Companies Act, 2013. The detail
of the Committee is as follows:
Members |
DIN and Membership No. |
Designation |
Mr. Avdesh Kumar Kamboj |
09526364 |
Chairman |
Mr. Man Mohan Singh |
07790507 |
Member |
Mr. Nikhil Kukreja |
06649387 |
Member |
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company has constituted a Nomination & Remuneration
Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the
object of Remuneration & Nomination Committee is to recommend / review the
remuneration of Managing Directors / Wholetime Directors. The remuneration policy of the
Company is directed towards rewarding performance and attracting new talents / retaining
them. While deciding the remuneration, the Committee considers the financial position of
the Company, trend in the Industry, Appointee's qualification, experience, past
performance, past remuneration etc.
Members |
DIN and Membership No. |
Designation |
Mr. Man Mohan Singh |
09526564 |
Chairman |
Mr. Avdesh Kumar Kamboj |
07790507 |
Member |
Ms. Priyanka Mediratta |
00494156 |
Member |
STAKEHOLDER'S RELATIONSHIP AND INVESTOR'S GRIEVANCE COMMITTEE
The Committee is in charge of looking after grievances of Investors and Shareholders.
The details of the committee is as follows:
Members |
DIN and Membership No. |
Designation |
Mr. Avdesh Kumar Kamboj |
09526564 |
Chairman |
Mr. Man Mohan Singh |
07790507 |
Member |
Mr. Nikhil Kukreja |
06649587 |
Member |
INTERNAL COMPLAINT COMMITTEE
The Committee is in charge of looking after grievances of internal complaints of the
company. The details of the Committee is as follows:
Members |
Designation |
Ms. Parry Kukreja |
Chairman |
Ms. Pooja |
Member |
Mr. Rakesh Kumar Pal |
Member |
Mr. Vidya Bhushan Tyagi |
Member |
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Committee is in charge of looking after all the CSR activities of the company. The
details of the Committee is as follows:
Members |
DIN and Membership No. |
Designation |
Mr. Avdesh Kumar Kamboj |
09526564 |
Chairman |
Ms. Parry Kukreja |
06649401 |
Member |
Mr. Man Mohan Singh |
06649587 |
Member |
STATUTORY AUDITORS
Pursuant to the provisions of Section 159 of the Companies Act, 2015 ("the
Act") read with the rules made thereunder, M/s. Gupta Agarwal & Associates,
Chartered Accountants (Firm Registration No. 529001E), were appointed as the Statutory
Auditors of the Company at the 1st Annual General Meeting ("AGM") held on
September 50, 2022, for a term of five years, commencing from the Financial Year 2022-25
up to the conclusion of the AGM of the Company to be held in the year 2027.
The Statutory Auditors have issued their report on the financial statements of the
Company for the Financial Year ended March 51, 2024. The report forms an integral part of
this Annual Report. The observations made in the Auditor's Report, if any, are
self-explanatory and do not call for further comments. The Auditor's Report does not
contain any qualification, reservation, or adverse remark.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2015 ("the
Act") read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors appointed M/s. Verma Ashish & Co. (Peer Reviewed
Firm) (Membership No. 59867) to conduct the Secretarial Audit of the Company for the
Financial Year 2024- 25.The Secretarial Audit Report for the Financial Year ended March
51, 2025, is annexed herewith as Annexure - A to this Report. The Report does not contain
any qualification, reservation, adverse remark, or disclaimer for the period under review.
MAINTENANCE OF COST RECORDS
The maintenance of cost records as prescribed by the Central Government under Section
148(1) of the Companies Act, 2015 is not applicable to the Company, as its business
activities do not fall within the categories specified under the said provisions.
REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013
During the year under review, the Statutory Auditors and the Secretarial Auditor have
not reported any instances of fraud committed in the Company by its officers or employees
to the Audit Committee under Section 145(12) of the Act. Accordingly, no disclosure is
required under Section 154(5)(ca) of the Act.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
Except as disclosed elsewhere in this Annual Report, there have been no material
changes or commitments affecting the financial position of the Company between the end of
the financial year 2024-25 and the date of signing of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
In accordance with the provisions of Section 154(5)(m) of the Companies Act, 2015, read
with the applicable rules, the particulars relating to conservation of energy and
technology absorption are not furnished, as the nature of the Company's operations during
the year under review does not necessitate such disclosures. Further, the Company has not
entered into any technology transfer agreement, nor were there any foreign exchange
earnings or outgo during the financial year.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the provisions of Section 125(2) of the Companies Act,
2015 were not applicable to the Company, as no amount was required to be transferred to
the Investor Education and Protection Fund (IEPF) established by the Central Government.
The Company has designated its Company Secretary as the Nodal Officer for all lEPF-related
matters.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the year under review, no significant or material orders were passed by
regulators, courts, or tribunals which could impact the going concern status of the
Company or its future operations.
RISK MANAGEMENT
The Company has formulated and implemented a Risk Management Policy to identify the
risks associated with its business and to outline measures for their mitigation. A
structured framework is in place for risk management, which includes the identification,
analysis, and assessment of potential risks, evaluation of their probable impact, and
formulation as well as implementation of appropriate mitigation strategies. While it is
not possible to eliminate all business risks entirely, the Company endeavours to minimize
their impact on its operations to the extent feasible.
The Company is not mandatorily required to constitute a Risk Management Committee.
However, the Board of Directors and the Audit Committee periodically review and evaluate
the effectiveness of the Company's risk management system.
INTERNAL CONTROL SYSTEMS INCLUDING INTERNAL FINANCIAL CONTROLS
The Company has established an adequate internal control system, commensurate with the
size, scale, and complexity of its operations. These controls are designed to provide
reasonable assurance regarding the accuracy and reliability of financial and operational
information, compliance with applicable laws and regulations, safeguarding of assets
against unauthorized use, execution of transactions with proper authorization, and
adherence to corporate policies. During the year under review, no material weaknesses or
significant observations were reported with respect to the adequacy or effectiveness of
such internal controls.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 54 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms a
separate section of this Annual Report. It provides detailed insights into the industry
structure and developments, financial and operational performance, and other material
developments during the financial year under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with Section 177(9) of the Companies Act, 2015 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
adopted a Whistle Blower Policy as part of its vigil mechanism. The policy provides a
secure avenue for Directors and employees to report concerns regarding any actual or
suspected violation of the Company's code of conduct, business principles, or applicable
laws.
The vigil mechanism ensures adequate safeguards against victimization of individuals
who raise concerns and also provides for direct access to the Chairperson of the Audit
Committee in exceptional circumstances. The Company Secretary has been designated as the
officer responsible for the effective implementation of the policy and for addressing
complaints received under it.
During the year under review, no complaints were reported under the vigil mechanism.
CODE OF CONDUCT
The Company has adopted a Code of Conduct pursuant to Regulation 9 of the SEBI
(Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor, and report
trading by Designated Persons. The Code is aimed at preventing the misuse of Unpublished
Price Sensitive Information ("UPSI") by Designated Persons and their immediate
relatives.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 154(5) of the Companies Act, 2015, the Directors confirm that:
• in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanations relating to material departures, if any;
• the Directors have selected appropriate accounting policies and applied them
consistently. They have also made judgements 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 or loss of the Company for that period;
• the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2015,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
• the Directors have prepared the annual accounts on a going concern basis;
• the Directors have laid down internal financial controls to be followed by the
Company, and such controls are adequate and operating effectively; and
• the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws, and such systems are adequate and operating
effectively.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to providing a safe, respectful, and conducive work
environment for all its employees and associates. In accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015,
the Company has duly constituted an Internal Committee to address complaints, if any.
During the financial year under review, no complaints were received under the said Act.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the applicable
Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India, in accordance with Section 118 of the
Companies Act, 2015.
ANY PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings initiated or pending against the Company under the Insolvency
and Bankruptcy Code, 2016 which may have any material impact on the business or operations
of the Company.
HUMAN RESOURCE MANAGEMENT
The Management of Clara Industries Limited recognizes that its workforce is the most
valuable asset and a key driver of the Company's success. With an employee-centric
approach, the Company is committed to providing a secure, inclusive, and stimulating
workplace that enhances productivity and fosters professional growth.
The Company continually invests in its employees by upgrading skills, refining
expertise, and nurturing leadership abilities through relevant learning and development
programs. Diversity within the workforce is valued, and the Company strives to leverage it
as a strength to enhance corporate capabilities.
Management actively promotes teamwork and a self-motivated work culture that encourages
comprehensive employee development. To reinforce its human capital and attract, nurture,
and retain exceptional talent, Clara Industries Limited has established robust human
resource policies designed to foster a positive and growth-oriented work environment.
BOARD OF DIRECTORS
The Board of Directors of Clara Industries Limited comprises highly accomplished
professionals with diverse expertise and extensive industry experience, contributing
effectively to the Company's strategic growth and governance framework. The composition of
the Board is fully compliant with the provisions of the Companies Act, 2015, Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company's Articles of Association, and other applicable laws, while adhering to best
governance practices.
As of March 51, 2025, the Board consisted of five (5) Directors:
• One (1) Managing Director
• One (1) Executive Director
• One (1) Non-Executive Director
• Two (2) Independent Directors
The Chairperson of the Board is a Promoter Executive Director, and none of the
NonExecutive Directors were involved in the day-to-day operations of the Company during
the year under review.
At Clara Industries, we believe that a well-diversified and competent Board fosters a
culture of responsible leadership, providing long-term vision, strategic guidance, and
robust governance standards. The Board plays an active role in evaluating the Company's
strategic direction, overseeing management policies, and ensuring their effective
implementation. All actions and decisions of the Board remain aligned with the Company's
mission, values, and stakeholder interests.
As per the Articles of Association, the Board shall consist of not less than three (5)
Directors and not more than fifteen (15) Directors, in accordance with the applicable
provisions of the Companies Act, 2013.
The details of the Board as on the date of this Report are set forth below:
Name, Designation, DIN, Date of Birth, Age, Occupation,
Address, Nationality, Original Date of Appointment, Change in Designation and Term |
Other Directorships in Companies |
Name: |
; Ms. Parry Kukreja |
|
Designation: |
: Managing Director |
|
DIN: |
:06649401 |
|
Date of Birth: |
j February 3, 1983 |
|
Age: |
142 Years |
|
Occupation: |
: Business |
|
Address: |
• 4/911, Jaffar Nawaz, Chand Plastic Corporation,
Near iSubzi Mandi Pul, Saharanpur, Uttar Pradesh-247001,
; India |
Clara Packing Solutions Limited |
Nationality: |
: Indian |
|
Original Date of Appointment: |
• September 09, 2021 |
|
Appointment as Managing Director: |
: September 28, 2021 |
|
Term: |
i Re-appointed as Managing Director with effect from
• September 28, 2021 to September 27, 2026 |
|
Name: |
i Mr. Nikhil Kukreja |
|
Designation: |
i Executive Director |
|
DIN: |
j06649387 |
|
Date of Birth: |
i July 11, 1982 |
|
Age: |
; 43 Years |
|
Occupation: |
i Business |
|
Address: |
; 4/911, Jaffar Nawaz, Chand Plastic Corporation, Near
Subzi Mandi Pul, Saharanpur, Uttar Pradesh-247001,
I India |
Clara Packing Solutions Limited |
Nationality: |
j Indian |
|
Original Date of Appointment: |
j September 09, 2021 |
|
Appointment as Chief Financial Officer: |
j September 28, 2021 |
|
Term: |
j Re-appointed as Chief Financial Officer with effect from
i September 28, 2021 |
|
Name: |
; Ms. Priyanka Mediratta |
|
Designation: |
; Non-Executive Director |
|
DIN: |
;0930974 |
|
Date of Birth: |
:June 1, 1980 |
|
Age: |
; 45 Years |
|
Occupation:
Address: |
i Service
j Kothi No.9, Alka Puri, Dayal Bagh, Agra, Uttar Pradesh- i 282005, India |
Clara Packing Solutions Limited |
Nationality: |
; Indian |
|
Original Date of Appointment: |
i September 09, 2021 |
|
Change in Designation to Non- Executive: |
; September 28, 2021 |
|
Term: |
; Liable to retire by rotation |
|
Name, Designation, DIN, Date of Birth, Age, Occupation,
Address, Nationality, Original Date of Appointment, Change in Designation and Term |
Other Directorships in Companies |
Name: |
| Mr. Man Mohan Singh |
|
Designation: |
Independent Director |
|
DIN: |
:07790507 |
|
Date of Birth: |
; January 25, 1945 |
|
Age: |
i 79 Years |
|
Occupation: |
: Business |
|
Address: |
: 16 Bharat Vatika, Opp Transport Nagar, Dehradun Road, ;
Saharanpur, Uttar Pradesh-247001, India |
|
Nationality: |
Indian |
|
Original Date of Appointment: |
: September 28, 2021 |
|
Term: |
: Appointed as Independent Director with effect from
September 28, 2021 to September 27, 2026 |
|
Name: |
Mr. Avdesh Kumar Kamboj |
|
Designation: |
; Independent Director |
|
DIN: |
;09526364 |
|
Date of Birth: |
January 2, 1987 |
|
Age: |
i 39 Years |
|
Occupation: |
Business |
|
Address: |
: 6/302, Brijvihar, Bhuteswar Mandir Road, Saharanpur,
Uttar Pradesh-247001, India |
|
Nationality: |
j Indian |
|
Original Date of Appointment: |
i September 28, 2023 |
|
Term: |
i Appointed as Independent Director with effect from
September 28, 2023 to September 27, 2028 |
|
CAUTIONARY STATEMENT
This Report contains forward-looking statements relating to the Company's objectives,
projections, and expectations, which may differ materially from actual results due to
economic conditions, market fluctuations, and changes in Government policies or
regulations. The Company assumes no obligation to update or revise such statements in
light of future developments.
ACKNOWLEDGEMENT
Your Directors express their sincere gratitude to the Ministry of Corporate Affairs and
other Central and State Government authorities for their guidance and support. The Board
also places on record its deep appreciation for the dedicated efforts of the Company's
employees at all levels, whose commitment has been integral to the Company's performance
and growth. Further, your Directors thank the Company's clients, vendors, bankers, and
advisors for their continued trust and support.
In conclusion, your Directors thank the members of the Company for their continued
support and confidence, and look forward to your ongoing patronage in achieving greater
success.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Parry Kukreja |
Place : Saharanpur |
Managing Director |
Date : September 06,2025 |
DIN: 06649401 |
|