Enter the first few characters of Company and click 'Go'

Directors Report of Wealth First Portfolio Managers Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 21^st Annual Report together with the Company''s Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014.

The Standalone and Consolidated working results for the year under review are as follows:				(In Lakhs)
Particulars	Standalone		Consolidated
	Year ended 31-3-2023	Year ended 31-3-2022	Year ended 31-3-2023	Year ended 31-3-2022
Profit / (Loss) before tax	1,824.42	2,462.79	1,867.56	2473.69
Less: Depreciation on Account of Change in Method	NIL	NIL	NIL	NIL
Less: Provision for Taxation
Current Tax	475.31	576.24	486.58	578.64
Deferred Tax	(2.28)	9.99	(2.28)	9.99
Short Provision of tax in earlier year	-	-	-	-
Profit/ (Loss) after tax	1,351.39	1,876.56	1,383.26	1,885.06
Add: Other Comprehensive Income	(34.60)	80.31	(34.60)	80.31
Total Comprehensive income for the year	1,316.80	1,956.86	1,348.66	1,965.37
Add: Balance in Securities Premium Account, Surplus in P & L and Balance in General Reserve Brought Forward	5,234.9	3,521.00	5,251.19	3,528.77
Balance Carried to Balance Sheet	6,551.70	5,477.86	6,599.85	5,494.14

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India. The Financial Statements as stated above are available on the Company''s website www.wealth-firstonline.com

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the Financial Year 2022-23, the Company''s operations resulted into total revenues of B2,943.65 Lakhs as compared to previous year''s revenue of B3,332.46 Lakhs which resulting in the reduction of approx 11.67% over last year and Profit before tax has been reduced from B 2,473.69 Lakhs to B 1,867.56 Lakhs (approx 24.50%.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is engaged in the business of Broking Services, Distributor of Mutual Fund, Govt. Securities Trading, Pension Products, Fixed Deposit, PMS, Direct Bonds-taxable and taxfree. There are no material changes in the nature of business during the year.

4. DIVIDEND:

Based on the Company''s performance, the directors are pleased to recommend final dividend of B3.00/- per equity share i.e. 30% of face value of B10/- each for the financial year ended on 31^st March, 2023.

The proposal is subject to the approval of members in the ensuing 21^st Annual General Meeting. If approved, the total outgo account of the Final Dividend on existing Equity Share Capital would be B3,19,65,000/-.

During the year under review, the Company has declared and paid Final Dividend of B2.00/- per equity share.

As on date of this report, there is no outstanding amount of Unclaimed and Unpaid Dividend on the Equity Shares of the Company.

5. TRANSFER TO RESERVES:

No amount from the net profit for the F.Y. 2022-23 under review is proposed to be carried to General Reserves. No amount from the net profit was transferred to reserve in the F.Y 2021-22.

6. SHARE CAPITAL:

As on 31^st March, 2023, the Share Capital Structure of the Company stood as follows:

Particulars	No. of Shares	Amount
Authorized Share Capital
Equity Shares of B10/- each	1,10,00,000	11,00,00,000
Total	1,10,00,000	11,00,00,000
Issued, Subscribed and Paid up Share Capital
Equity Shares of B10/- each	1,06,55,000	10,65,50,000
Total	1,06,55,000	10,65,50,000

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

D) EMPLOYEE STOCK OPTION

The Company has not issued any Employee Stock Option during the year under review.

E) ISSUE OF EQUITY SHARES

The Company has not issued any equity shares during the year under review.

7. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company has only 1 (One) Subsidiary as on March 31,2023. Details of the Subsidiary Company are as follows:

Sr.

No.

Name and address of the Company

CIN/ GLN No. Holding/

Subsidiary/

Associate

% of

held

Applicable

Section

Wealth First Investment Advisers Private Limited

Capitol House, 10 Paras-II, Near Campus Corner, Prahaladnagar, Anandnagar, Ahmedabad, Gujarat-380015

U74999GJ2016PTC093213 Subsidiary

100

2 (87) (ii)

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the Company''s subsidiaries in Form AOC-1 is attached to the financial statement of the Company.

There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at www.wealth-firstonline.com.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

9. PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT: In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and

commitments, which could affect the Company''s financial position, have occurred between the end of the financial year of the Company and date of this Report.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this Report. The policy is also available on the website of the Company www.wealth-firstonline.com

12. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2023, the Company has six Directors comprising of Two Executive Directors and 4 Independent Directors. There are Two Woman Directors on the Board.

The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

APPOINTMENT

There was no case of appointment in the board of directors and Key Managerial Personnel during the year under review.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Ms. Hena Ashish Shah (DIN: 00089161), Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.

Appropriate agenda for her re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Ms. Hena Shah and other related information has been detailed in the Annual Report and the same forms part of the Notice.

Your Directors recommended her re-appointment as WholeTime Director of your Company.

RE-APPOINTMENTS

During the year under review:

(a) Ms. Hena Ashish Shah (DIN: 00089161) was re-appointed as Whole-Time Director of the Company for the period of 5 Years from 28^th August, 2022 till 27^th August, 2027 in the 20^th Annual General Meeting of the Company, and

(b) Ms. Binal Bhukhanwala Gandhi (DIN: 02740604) was reappointed as an Independent Director of the Company for the period of 5 Years from 28^th August, 2022 till 27^thAugust, 2027 in the 20^th Annual General Meeting of the Company.

RESIGNATION

There was no case of cessation in the Board of Directors and Key Managerial Personnel during the year under review.

CHANGE IN DESIGNATION

There was no case of change in designation during the year under review.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ashish Shah, Managing Director, Ms. Hena Shah, Whole-Time Director, Mr. Manish Kansara, Chief Financial Officer and Mr. Aayush Shah, Company Secretary and Compliance officer are the Key Managerial Personnel of your Company.

14. ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization Program is also available on the website of the Company www.wealth-firstonline.com.

17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition

of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company''s Shares.

The Insider trading policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www. wealth-firstonline.com

18. COMMITTEES OF THE BOARD:

As on 31^st March, 2023, the Board of Directors has following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder''s Relationship Committee

d. Corporate Social Responsibility Committee

e. Compensation Committee

The details with respect to composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31^st March, 2023, the Audit Committee comprised of 3 (Three) Directors, namely Mr. Ashish Shah, Mr. Rajan Mehta and Ms. Binal Gandhi.

All the members of Audit Committee possess good knowledge of accounting and financial management. The Managing Director of the Company, Chief Financial Officer, Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings.

The Company Secretary is Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

19. BOARD OF DIRECTORS AND THEIR MEETINGS:

There were 5 Board Meetings held on 10/05/2022, 09/08/2022, 04/11/2022, 27/01/2023 and 09/03/2023 during the financial year 2022-23. The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.

ATTENDANCE OF DIRECTORS:
Name	No. of Board Meetings held/entitled	No. of Board Meetings Attended	Attendance at the last AGM
Mr. Ashish Shah	5	5	Yes
Ms. Hena Shah	5	3	Yes
Mr. Devanshu Mehta	5	5	Yes
Mr. Rajan Mehta	5	5	Yes
Ms. Binal Gandhi	5	4	Yes
Mr. Sanjiv Shah	5	3	Yes

Independent Directors'' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 27^th January, 2023 without the attendance of NonIndependent Directors and members of the management. In said meeting, Independent Directors inter alia discussed:

â¢ The performance of non-Independent Directors and the Board as a whole;

â¢ The performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors;

â¢ The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

â¢ The performance of various committees of the Board.

20. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the financial year ended on 31^st March, 2023 and state that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures from the same;

ii. 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 the affairs of the company as at March 31, 2023 and of the profit/loss of the company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared annual accounts on a ''going concern'' basis.

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (''the Act'') in form MGT-7 is made available on the website of the Company and can be accessed at www.wealth-firstonline.com.

22. PARTICULARS OF EMPLOYEES:

197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure A''.

23. REPORTS ON CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO/MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which forms part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Board of Directors has adopted the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendation of the CSR Committee. The CSR Policy is available on the Website of the Company www.wealth-firstonline.com. The composition of CSR Committee is disclosed in the Director''s Report.

A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23 together with the progress thereon and the Annual Report on CSR Activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ''Annexure B'' to this Report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2022-23, all transactions entered into with the Related Parties as defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on arm''s length basis. Policy on Related Party Transaction is available on the Company''s Website www.wealth-firstonline.com.

During the financial year 2022-23, there were no transactions with related parties which can be qualified as material transactions under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on related party transactions is being placed at the AGM.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given of securities provided as required under Section 186 of the Companies Act, 2013, Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

27. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The Management has also envisaged the minimization procedure and its perception in respect of each identified risk.

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

28. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2022-23. The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The policy is available on the Company''s Website www.wealth-firstonline.com

29. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Jaimin Deliwala & Co., Chartered Accountant, (Firm Registration No. 103861W) Ahmedabad has been appointed as Statutory Auditors of

the Company from the conclusion of the 20^th Annual General Meeting (AGM) of the Company held on 28^th of September, 2022 till the conclusion of 25^th Annual General Meeting to be held in the year 2027.

Further, in terms of Clause 40 of the Companies (Amendment) Act, 2017 which was notified vide Notification dated S. O. 1833 (E) dated 07^th May, 2018 and effective from that date, the Proviso of Section 139 (1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors, M/s Jaimin Deliwala & Co., Chartered Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 21^stAGM of the Company.

30. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of Companies Act, 2013.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his report.

32. SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kunal Sharma & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2021-22. Secretarial Audit Report forms an integral part of this Report is attached as ''Annexure C''.

The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any separate or further comments or explanations.

33. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is committed towards conservation of energy and climate action.

The particulars regarding technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134 (3)

(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy on prevention of sexual harassment of employees in workplace is available in the website of the Company www.wealth-firstonline.com.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by The Institute of Company Secretaries of India.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There was no significant and material order passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.

38. OTHER DISCLOSURES:

â¢ During the financial year 2022-23, the Company had passed Special Resolution at 20^th AGM held on 28^thSeptember, 2022 regarding grant of financial assistance/ provision of money by the Company to the Trust to fund the acquisition of its equity shares.

â¢ During the financial year 2022-23, no application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

â¢ During the financial year 2022-23, your Company has not entered into any One-Time Settlement with banks or financial institutions.

â¢ The Company has not issued any debentures during the financial year 2022-23.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Mar 31, 2018

DIRECTOR'S REPORT

The Members,

Your Directors take pleasure in presenting the 16th Annual Report and the Company's Audited Financial Statement for the financial year ended 31st March, 2018.

1. FINANCIAL RESULT:

The Standalone and Consolidated working results for the year under review are as follows:

(In Lakhs)
Particulars	Standalone		Consolidated
Â	Year ended	Year ended	Year ended	Year ended
Â	31-3-2018	31-3-2017	31-3-2018	31-3-2017
Profit / (Loss) before tax	1,066.32	601.29	1,064.93	599.74
Less: Depreciation on Account of Change in Method	NIL	NIL	NIL	NIL
Less: Provision for Taxation
Current Tax	(190.00)	(117.45)	(190.00)	(117.45)
Deferred Tax	(0.08)	(2.07)	(0.08)	(2.07)
Short Provision of tax in earlier year
Profit/ (Loss) after tax	876.25	481.77	874.86	480.22
Add: Balance in Securities Premium Account, Surplus in P & L and	1,274.99	836.12	1,273.44	836.12
Balance in General Reserve Brought Forward	Â	Â	Â	Â
Balance Carried to Balance Sheet	2,151.24	1,317.89	2,148.30	1,316.34

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total Income during the year has increased from Rs19,917.8J Lakhs to Rs 22,445.24 Lakhs (approx 12.69%) over last year anc Profit before tax has increased from Rs 601.29 Lakhs to Rs 1,066.3: Lakhs (approx 77.34%) due to increase in total revenue.

3. CHANGE IN THE NATURE OF INTEREST, IF ANY:

There are no material changes in the nature of business dur the year.

4. DIVIDEND:

Based on the Company's performance, the directors are pleased to recommend final dividend of Rs 1.007- per equity share i.e. 10% of face value of Rs 10/- each for the financial year ended on 31st March, 2018.

The Company has paid Dividend of Rs 1.00/- per equity share during previous financial year ended on 31st March, 2017.

5. TRANSFER TO RESERVES:

No amount from the net profit for the F.Y. 2017-18 under review is proposed to be carried to General Reserves. An amount of Rs 46.29 Lakhs from the net profit was transferred to reserve in the F.Y 2016-17.

6. SHARE CAPITAL:

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

No Bonus Shares were issued during the year under review.

D) EMPLOYEE STOCK OPTION

During the year, the Company has approved Wealth First

7. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has 1 Subsidiary as on March 31, 2018. There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Details of the Subsidiary Company are as follows:

Sr. No.	Name and address of the Company	CIN/GLN No.	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
01	Wealth First Investment Advisers Private Limited	U74999GJ2016PTC093213	Subsidiary	100	2 (87) (ii)
Â	Capitol House, 10 Paras-ll, Near Campus Corner, Prahaladnagar, Anandnagar, Ahmedabad-380015	Â	Â	Â	Â

8. MANAGEMENT DISCUSSION AND ANALYSIS:

9. PUBLIC DEPOSITS:

There were no public deposits accepted during the financial year or any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended on 31st March, 2018.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company. The salient aspects covered in the Nomination and Remuneration Policy covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters. The same has been uploaded on website of the Company www. wealth-firstonline.com Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient or satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole-Time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing

a special resolution based on the explanatory statement annexed to the notice.

(ii) TERM/TENURE:

a) Managing Director/Whole-Time Director:

The Company shall appoint or re-appoint any person as its, Managing Director or Whole-Time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

(iv) RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

(vi) BOARD DIVERSITY:

The Board shall consist of such number of Directors, including at least one women Director and not less than fifty percent of the Board of Directors comprising nonexecutive directors, as is necessary to effectively manage the Company of its size.

When the Chairman of the Board is a non-executive director,Â at least one-third of the Board should comprise independent directors and in case the Company does not have a regular non-executive Chairman or in case the regular non-executive Chairman is a promoter of the Company, at least half of the Board comprise independent directors.

The Committee will lead the process for Board appointments. All Board appointments will be based on the skills, diverse experience, independence and knowledge.

(vii) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial Personnel and Senior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

b) Remuneration to Non-Executive/ Independent Director:

The Non-Executive Independent Director may receive remuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and as may be decided by the Board in consultation with Non-Executive/ Independent Director. Provided that Non-Executive Independent Directors are not eligible for any Stock Option.

(viii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems necessary. This Policy may be amended or substituted by the Nomination and Remuneration Committee or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

12. BOARD DIVERSITY:

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT

The Board of Directors at their meeting held on 28th of August, 2017 has appointed Ms. Binal Bhukhanwala Gandhi (DIN: 02740504) as an additional and independent director of the Company and her appointment is also approved by the Shareholders in the 15th Annual General meeting of the Company dated on 27th of September, 2017 for period of 5 years w.e.f 28th of August, 2017.

RE-APPOINTMENTS

Pursuant to the provisions of Section 1 52 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Ashish Navnitlal Shah, (DIN: 00089075), Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mr. Ashish N. Shah and other related information has been detailed in the Annual Report and the same forms part of the Notice.

RESIGNATION

During the year under review, Mr. Harish Virendra Gandhi (DIN: 03172321) has resigned from the office of Board of Directors of the Company due to pre-occupation and permanent shifting to Abroad w.e.f 28th of August, 2017 and the same has been considered, noted and taken on records by Board of Directors in their meeting on the same date.

CHANGE IN DESIGNATION

During the year under review, the Board of Directors of the Company has re-designated Ms. Hena Ashish Shah (DIN: 00089161) as Whole-Time Director from Executive Director in the meeting held on 28th of August, 2017and the same has been approved by members in the 1 5th Annual General Meeting of the Company dated on 27th of September, 2017 for a period of 5 years w.e.f 28th of August, 2017.

14. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

15. DECLARATION OF INDEPENDENCE:

16. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's Shares.

17. COMMITTEES OF THE BOARD:

As on 31st March, 2018, the Board of Directors has following committees:

a.	Audit Committee
b.	Nomination and Remuneration Committee
c.	Stakeholder's Relationship Committee
d.	Corporate Social Responsibility Committee
e.	Compensation Committee

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is given below:

Name of Member	Status	Nature of Directorship
Mr. Rajan Mehta	Chairman	Independent Director
Mr. Ashish Shah	Member	Managing Director
Mr. Harish Gandhi (Till 28th August, 2017)	Member	Independent Director
Ms. Binal Gandhi (w.e.f 28th August, 2017)	Member	Independent Director

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. Matters required being included in the Directors Responsibility

Statement to be included in the Board's Report in terms of Clause C of sub-section 3 of Section 134 of the Companies Act,2013.

b. Changes, if any, in accounting policies and practices andÂ reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relatingÂ to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

Discussion with internal auditors on any significant findings and follow up thereon.

Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, share holders (in case of nonpayment of declared dividends) and creditors.

To review the functioning of the Whistle Blower mechanism, in case the same is existing.

Approval of appointment of CFO (i.e., the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc. of the candidate.

To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous complaints against any Director or Employee.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2017-18, four meetings were held on 04/05/2017, 28/08/2017, 27/10/2017 and 23/02/2018. The attendance records of the members are as follows:

Name of the Member	No of Meetings
Â	Entitled	Attended
Mr. Rajan B. Mehta (Chairman)	4	3
Mr. Ashish N. Shah (Member)	4	4
Mr. Harish V. Gandhi (Member) (Till 28th August, 2017)	2*	0
Ms. Binal P Gandhi (Member) (w.e.f 28th August, 2017)	3*	1
* (Including the date of meeting in which appointment/ resignation has been made.)

Mr. Rajan B. Merita, Chairman of the Audit Committee, was present at the last Annual General Meeting held on 27th September, 2017.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 201 5. The composition of

Nomination & Remuneration Committee is given below:

Name of Member	Status	Â Nature of Directorship
Mr. Harish Gandhi	Chairman	Â
(Till 28th August, 2017)	Â	Â
Â	Â	Â
Ms. Binal Gandhi (w.e.f. 28th of August, 2017)	Chairman	Independent Director
Ms. Binal Gandhi (w.e.f. 28th of August, 2017)	Â	Â
Â	Â	Â
Mr. Devanshu Mehta	Member	Independent Director
Mr. Rajan Mehta	Member	Independent Director

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration

Committee are as under:

To recommend to the Board, the remuneration packages of the Company's Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts, notice period, severance fees, etc.);

To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company's policy on specific remuneration packages for Company's Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2017-18, two meetings were held on 04/05/2017 and 28/08/2017. The attendance records of the members are as follows:

Name of the Member	No of Meetings
Â	Held/ Entitled	Attended
Mr. Harish Gandhi(Chairman) (Till 28th August, 2017)	2*		0
Ms. Binal Gandhi (Chairman) (w.e.f 28th August, 2017)	1*		0
Mr. Devanshu Mehta (Member)	2		2
Mr. Rajan Mehta (Member)	2		2
* (Including the date of meeting in which appointment/resignation has been made.)
Â	Â	Â	Â

Ms. Binal P. Gandhi, Chairman of the Nomination and Remuneration Committee, was present at the last Annual General Meeting held on

Details of Remuneration paid to all the Directors

The details of remuneration paid to the Directors of the Company during the financial year 2017-18 are as under:

Directors	Remuneration paid/payable during					Shares held by Non Executive Director
	Salary & Perks.	Commission			Total
Mr. Ashish Shah	30,00,000		NIL	30,00,000		N.A
Â	Â		Â	Â		Â
Ms. Hena Shah	1 5,00,000		NIL	1 5,00,000		N.A
Mr. Rajan Mehta	NIL		NIL	NIL		NIL
Â	Â		Â	Â		Â
Mr. Devanshu Mehta	NIL		NIL	NIL		NIL
	Â		Â	Â		Â
Mr. Harish Gandhi (Till 28th August, 2017)	NIL		NIL	NIL		NIL
Ms. Binal Gandhi (w.e.f 28th August, 2017)	NIL		NIL	NIL		NIL
TOTAL	45,00,000		0	45,00,000		0
Â	Â	Â	Â	Â	Â	Â

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 201 5. The composition of Stakeholder Relationship Committee is given below:

Name of Member	Status	Nature of Directorship
Mr. Devanshu Mehta	Chairman	Independent Director
Ms. Hena Shah	Member	Whole-Time Director
Mr. Rajan Mehta	Member	Independent Director

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee areas under:

Redressal of shareholders'/investor's complaints;

Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

Non-receipt of declared dividends, balance sheets of the Company; andÂ Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2017-18, four meetings were held on 04/05/2017, 28/08/2017, 27/10/2017 and 23/02/2018. The attendance records of the members are as follows:

Name of the Member	No of Meetings
Â	Held/ Entitled	Attended
Mr. Devanshu Mehta(Chairman)	4	4
Ms. Hena Shah (Member) Mr. Rajan Mehta (Member)	4 4	4 2

Ms. Devanshu R. Mehta, Chairman of the Stakeholder Relationship Committee, was present at the last Annual General Meeting held on 27th September, 2017.

There were no pending complaints/transfers as on 31st March, 2018 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on March 31, 2018 is as under:

No. of complaints/ request received	No. of complaints/request not solved to the satisfaction of shareholders/investors	No. of pending complaints/request
NIL	NIL	NIL

The minutes of Stakeholders Relationship Committee are placed before the Board for its information.

All Share transfer and correspondence thereon are handled by the Company's Registrars and Share Transfer Agents viz. Bigshare Services Private Limited, A/802, Samudra Complex, Near Klassic Gold, Girish Cold Drink, C.G. Road, Ahmedabad-380009, Tel No:-+91 -79-40024135, Email ID: [email protected]

COMPLIANCE OFFICER

Mr. Aayush Shah has been appointed as the Compliance Officer, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimated to the Company directly or through SEBI or Stock Exchanges.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (W.E.F. 4TH OF MAY, 2017)

Corporate Social Responsibility Committee of the Company is constituted in line with the provisions of Section 135 of the Companies Act, 2013. The composition of Corporate Social Responsibility Committee is given below:

Name of Member	Status	Nature of Directorship
Mr. Ashish Shah	Chairman	Managing Director
Ms. Hena A. Shah	Member	Whole-Time Director
Mr. Devanshu R. Mehta	Member	Independent Director

TERMS OF REFERENCE:

Formulate and recommend to the Board, a Corporate SocialÂ Responsibility Policy which shall indicate the activities to beÂ undertaken by the company as specified in Schedule VII ofÂ Companies Act, 2013;

Recommend the amount of expenditure to be incurred on theÂ activities to be undertaken by the company as specified inÂ Schedule VII of Companies Act, 2013;

Monitor the Corporate Social Responsibility Policy of the Company from time to time;

Adhere to Section 135 of the Companies Act, 2013 & CompaniesÂ (Corporate Social Responsibility Policy) Rules, 2014 (includingÂ any statutory modifications, amendments or re-enactmentsÂ thereto for the time being in force).

All other activities as informed or delegated by the Board ofÂ Directors from time to time.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2017-18, three meetings were held on 13/05/2017, 27/09/2017 and 20/03/2018. The attendance records of the members are as follows:

Name of the Member	No of Meetings
Â	Held/ Entitled	Attended
Mr. Ashish Shah (Chairman)	3	3
Ms. Hena Shah (Member)	3	3
Mr. Devanshu Mehta (Member)	3	3

COMPENSATION COMMITTEE (W.E.F. 28TH OF AUGUST, 2017)

The Board has constituted Compensation Committee of the Company in line with the provisions of Regulation 5 of the SEBI (Share Based Employee Benefits) Regulations, 2014 and Wealth First Employee Stock option Scheme, 2017. The composition of Compensation Committee is given below:

Name of Member	Status	Nature of Directorship
Ms. Binal Gandhi	Chairman	Independent Director
Mr. Devanshu Mehta	Member	Independent Director
Mr. RajanMehta	Member	Independent Director

TERMS OF REFERENCE:

To administer the process of Wealth First Employee Stock Option Scheme, 2017 through Trust Route.

To formulate draft offer document for Wealth First Employee Stock Option Scheme, 2017.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2017-18, one meeting was held on 27/09/2017. The attendance records of the members are as follows:

Name of the Member	No of Meetings
Â	Held/ Entitled	Attended
Ms. Binal R Gandhi(Chairman)	1	1
Mr. Devanshu R.Mehta (Member)	1	1
Mr. Rajan B. Mehta (Member)	1	1

18. BOARD OF DIRECTORS AND THEIR MEETINGS:

As on March 31, 2018 the Board comprised of 5 (Five) Directors out of which Two (2) are Executive Directors and Three (3) are Independent Directors. The Board also consists of one Woman Director. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were 6 Board Meetings held on 04/05/2017, 28/08/2017, 27/09/2017, 27/10/2017, 17/12/2017 and 15/03/2018 during the financial year 2017-18. The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.

ATTENDANCE OF DIRECTORS:

Name	Meetings held/ entitled	No. of Board Meetings I Attended	Attendance at the last AGM
Mr. Ashish Shah	6	6	Yes
Ms. Hena Shah	6	6	Yes
Mr. Devanshu Mehta	6	3	Yes
Mr. Rajan Mehta	6	5	Yes
Mr. Harish Gandhi (Till 28th August, 2017)	2*	0	N.A

Name	No. of Board Meetings held/	No. of Board Meetings Attended	Attendance at the last AGM
Ms. Binal Gandhi (w.e.f 28th August, 2017)	5*	3	Yes
Ms. Binal Gandhi (w.e.f 28th August, 2017)	Â	Â	Â
* (Including the date has been made.) of meeting in which appointment / resignation	Â	Â	Â

Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 28th March, 2018 without the attendance of Non-independent Directors and members of the management. In said meeting, Independent Directors inter alia discussed:

The performance of non-independent Directors and the Board as a whole;

The performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The performance of various committees of the Board.

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2018 and state that:

i. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;

ii. 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 the affairs of the company as at March 31, 2018 and of the profit of the company for the year ended on that date;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure A" and form an integral part to this Report.

21. PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure B".

22. REPORTS ON CORPORATE GOVERNANCE:

The reports on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Board of Directors during the year under review approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendation of the CSR Committee. The CSR Policy is available on the Website of the Company www.wealth-firstonline.com. The composition of CSR Committee is disclosed in the Director's Report.

A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2017-18 together with the progress thereon and the Annual Report on CSR Activities as required by the Companies (Corporate Socia Responsibility Policy) Rules, 2014, are set out in "Annexure C" tc this Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2017-18, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5 were in the ordinary course of business and on arm's length basis. Policy on Related Party Transaction is available in the Company's Website www wealth-firstonline.com.

During the financial year 2017-18, there were no transactions with related parties which can be qualified as materia transactions under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

Loans, guarantees/securities and investments as covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Further, the Company identifies risks with its degree and contro systems are instituted to ensure that the risks in business process are mitigated. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

27. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2017-18. The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Company's Websitewww.wealth-firstonline.com

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act at their meeting held on 4th of May, 2017. The CSR Policy of the Company, inter alia, lists the activities that can be undertaken or supported by the Company for CSR, Objective of the Policy, Roles and Responsibilities of CSR Committee, Composition of CSR Committee, Scope and Function of CSR Policy, Annual Allocation for CSR activities, and Implementation, Monitoring and Review Mechanism of CSR activities/projects. The Policy is available in the Website of the Company www.wealth-firstonline. com.

29. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Rajpara Associates, Chartered Accountants (Firm Registration No: 113428W), Ahmedabad has been appointed as Statutory Auditors of the Company from the conclusion of the 15th Annual General Meeting (AGM) of the Company held on 27th of September, 2017 till the conclusion of 20th Annual General Meeting to be held in the year 2022.

Further, in terms of Clause 40 of the Companies (Amendment) Act, 2017 which was notified vide Notification dated S. 0. 1833 (E) dated 07th May, 2018 and effective from that date, the Proviso of Section 139 (1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the CompanyÂ has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors, M/s Rajpara Associates, Chartered Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 16th AGM of the Company.

30. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of Companies Act, 2013.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his report.

32. SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kunal Sharma & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2017-18. Secretarial Audit Report forms an integral part of this Report is attached as "Annexure D".

33. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creei social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Womei workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy on prevention of sexual harassment of employees in workplac available in the website of the Company www.wealth-firstonline.com.

36. OTHER CORPORATE GOVERNANCE DISCLOSURES:

A. GENERAL BODY MEETINGS:

Details of Annual General Meetings held during last 3 years and details of Special Resolutions passed thereat are given below:

Annual General Meeting	Date and Time	Â	Details of Special Resolutions passed
1 5th Annual General Meeting (2016-17)	27th September, 2017 at 4.00 P.M.	At the Registered Office of the Company situated at Capitol House, 10 Paras-ll, Near Campus Corner, Prahaladnagar, Anandnagar, Abd-380015	(i) To approve Wealth First Employee Stock Option Scheme, 2017 through
			Trust Route.
			(ii) To authorize the Trust for implementation of Wealth First ESOS 2017 by
			acquiring Equity Shares of the Company through fresh allotment.
Â	Â		(iii) Provisioning of Money to 'Wealth First Employee Welfare Trust'.
Â			(iv) Authority to invest money in excess of limits specified under Section 186 of the Companies Act, 2013. (v) To Re-Designate Ms. Hena Shah from Executive Director to Whole-Time Director.
14th Annual General Meeting (2015-16)	30th September, 2016 at 4.00 P.M.	At the Registered Office of the Company situated at Capitol House, 10 Paras-ll, Near Campus Corner, Prahaladnagar, Anandnagar, Abd-380015	Revision in the remuneration of Managing Director
Â	Â
13th Annual General Meeting (2014-15)	2nd September, 2015 at 11.00 A.M.	At the Registered Office of the Company situated at Capitol House, 10 Paras-ll, Near Campus Corner, Prahaladnagar, Anandnagar, Abd-380015	NIL
	Â

Postal Ballot

No resolution was passed through Postal Ballot during the Financial Year 2017-18. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing of resolution through Postal Ballot.

B. GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting: Date, time and venue:

16th Annual General Meeting on 21st September, 2018 at 4.00 P.M at the Registered Office of the Company situated at Capitol House, 10 Paras-ll, Near Campus Corner, Prahaladnagar, Anandnagar, Abd-380015

Date of Book Closure:

1 5th September, 2018 to 21st September, 2018 (both days inclusive)

Dividend Payment date:

Within 30 days of date from the date of 16th Annual General Meeting.

Corporate Identification Number (CIN):

The CIN of the Company allotted by Ministry of Corporate Affairs, Government of India is L67120GJ2002PLC040636.

Listing on Stock Exchange(s):

The Equity Shares of the Company are listed on the NSE Limited (NSE), Exchange Plaza, Plot No. C/l, G Block,

Bandra-Kurla Complex, Bandra (E), Mumbai-400051. Phones: 91-22-25045300, Fax: 91-22-25045299. The Company confirms that the Annual Listing Fees to the stock exchange have been paid.

Stock Code (Equity Shares):

National Stock Exchange of India Limited (NSE) - Security Code: WEALTH

Stock Market Data:

The monthly high and low prices and volumes of shares of the Company at NSE Limited (NSE) for the year ended 31st March, 2018 are as under:

Month/ Year	No. of Shares Traded	National Stock Exchange Limited(NSE)
Â	Â	High (Rs)	Low (Rs)
Apr-2017	93,000	70.00		51.60
May-2017	33,000	82.00		58.00
Jun-2017	0	78.00		78.00
Jul-2017	12,000	77.80		65.00
Aug-2017	0	77.00		77.00
Sep-2017	12,000	80.00		75.00
Oct-2017	3,000	76.00		76.00
Nov-2017	0	76.00		76.00
Dec-2017	6,000	76.00		76.00
Jan-2018	18,000	81.20		70.00
Feb-2018	27,000	100.00		90.00
Mar-2018	36,000	117.95		95.00
Â	Â	Â	Â	Â

Registrars and Share Transfer Agents:

M/s Bigshare Services Private Limited is the Registrar and Share Transfer Agents of the Company. The Contact details are as follows

Bigshare Services Private Limited Contact Person Name: Mr. Prem Kumar (Senior Manager) Address: A/802, Samudra Complex, Near Klassic Gold, Girish Cold Drink, C.G. Road, Ahmedabad - 380009 Contact No: +91 -79-40024135

Distribution of Share:

Distribution of shareholding as on 31st March, 2018:

Category	No. of Shareholders	%Â to Total No-of Shareholders		%Â to Total Shares
1-3,000	194	74.05	5,79,1 50	9.06
3,001-6,000	25	9.54	1,50,000	2.35
6,001-9,000	10	3.82	90,000	1.41
9,001-12,000	2	0.76	24,000	0.38
12,001-15,000	7	2.67	1,05,000	1.64
15,001-18,000	8	3.05	1 ,44,000	2.25
18,001-30,000	3	1.15	86,000	1.35
30,001-48,000	4	1.53	1 ,44,000	2.25
48,001 -99,000	4	1.53	2,95,000	4.61
99,000 & above	5	1.90	47,75,850	74.70
Total	262	100.00	63,93,000	100.00
(Note: Minimum Lot Size of the Company is 3,000 Equ. Shares)

Dematerialization of Shares:

The shares of the Company are available for dematerialization (holding of shares in electronic form) on both the depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The shares of your Company are to be compulsorily traded in the dematerialized form. As on 31st March, 2018 total 63,93,000 Equity Shares comprising of 100% of Paid-up Capital of the Company, have been dematerialized by the Investors.

The Company has not issued any GDR's/ADR's/Warrants or any convertible instruments.

Investors Correspondence:

Registered Office	Secretarial Department	(Registrar & Share Transfer Agents
Wealth First	The Compliance	Bigshare Services
Portfolio Managers	Officer	Pvt. Ltd
Ltd	Wealth First Portfolio	A/802, Samudra
Capitol House,	Managers Ltd	Complex, Near
10 Paras-ll, Near	Capitol House,	Klassic Gold, Girish
Campus Corner,	10 Paras-ll, Near	Cold Drink, C.G.
Prahaladnagar,	Campus Corner,	Road, Ahmedabad -
Anandnagar, Abd-	Prahaladnagar,	380009
380015	Anandnagar, Abd-	Tel No:-079-
Tel No: 079-	380015	40024135
40240000	Tel No: 079-	Email ID: bssahd@
Fax: 079-40240081	40240000 Ext: 220	bigshareonline.com
Email ID: info@	Fax: 079-40240081	Â
wealthfirst.biz	Email ID: cs@	Â
Â	wealthfirst.biz	Â

C. DISCLOSURES:

The Board has received disclosures from Directors and/or key managerial personnel relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large. Transactions with related parties, if any, are disclosed in "Notes on Accounts" annexed to Financial Statements of the year. All related parties transactions are entered after approval from the board in accordance with the requirements of the Companies Act, 2013 and interested directors did not participate in the discussions or proceedings of the agenda of such transaction and the remaining boards of directors have approved the transaction unanimously.

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.

Through the Whistle Blower Policy, the Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the Board of Directors of the Company. The Company has periodic review and reporting to the Board of Directors of risk assessment by senior executives with a view to minimize risk.

The Compliance Officer is responsible for compliances in respect of Company Law, SEBI, Stock Exchange rules and regulations and other related laws and legal issues in general.

The Company does not have any material subsidiaries.

Disclosure of commodity price risks and commodity hedging activities is not applicable to the Company.

D. RECONCILIATION OF SHARE CAPITAL

On a quarterly basis, a qualified practicing Chartered Accountant/ Company Secretary carried out a Share Capital audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

E. GREEN INITIATIVE:

As a responsible corporate citizen, the Company welcomes and supports the Green Initiative taken by the Ministry of Corporate Affairs, Government of India (MCA), by its recent Circulars, enabling electronic delivery of documents including the Annual Report, Half Yearly results etc. to shareholders at their e-mail address previously registered with the Depository Participants (DPs)/Company/Registrars & Share Transfer Agents. Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with R& T agent, by sending a letter, duly signed by the first/sole holder quoting details of Folio No.

F. Unclaimed Dividend:

Shareholders are requested to encash their dividend warrants/cheques/demand draft immediately on receipt as dividends remaining unclaimed for seven years are to be transferred to the Investor Education and Protection Fund.

Pursuant to Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares, in respect of which dividend is not claimed for seven consecutive years, are required to be transferred by the Company in the name of Investor Education and Protection Fund. Any claimant of such transferred shares would be entitled to claim the transfer of shares from Investor Education and Protection Fund in accordance with the procedure as laid down in the aforesaid Rules.

G. COMPLIANCE CERTIFICATE:

Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not mandatory to the Company hence Auditors Certification in that context is not applicable.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There was no significant and material order passed byÂ Regulators or Courts or Tribunals which would impact the going concern status of the Company.

38. CEO & CFO CERTIFICATION:

Certificate from Mr. Ashish N. Shah, Managing Director and Mr. Manish D. Kansara, Chief Financial Officer, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, for the financial year 2017-18 was placed before the Board of Directors of the Company at its meeting held on May 29, 2018.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government Authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED	Â
ASHISH SHAH	HENASHAH
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN: 00089075	DIN: 00089161
DATE: 18/08/2018	Â
PLACE: Ahmedabad	Â

Registered Office:

Capitol House, 10 Paras-ll,Near Campus Corner,

Prahaladnagar, Anand Nagar, Ahmedabad-380015

Email ID: [email protected]

Telephone: 079-40240000

Fax: 079-40240081

CIN: L67120GJ2002PLC040636

ANNEXURE-A

EXTRACT OF ANNUAL RETURN FORM MGT 9

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

I. Registration and other details:

CIN	L67120GJ2002PLC040636
Registration date	16/04/2002
Name of the Company	WEALTH FIRST PORTFOLIO MANAGERS LIMITED
Category / Sub-Category of the Company	Public Company/Limited by Shares
Address of the registered office	Capitol House, 10 Paras-ll, Near Campus Corner,
Â	Prahaladnagar, Anand Nagar
Â	Ahmedabad - 380015, Gujarat, INDIA
Whether listed company (Yes/No)	Yes- National Stock Exchange of India(NSE) Scrip Code: WEALTH
Telephone Number	Tele: 079-40240000
Â	Fax: 079-40240081
Email ID	[email protected]
Website	www.wealth-firstonline.com
Name, address and contact details of Registrar and Transfer Agent, if any	Name: Bigshare Services Private Ltd Address: A/802, Samudra Complex, Near Klassic Gold, Girish Cold Drink,
Â	C.G. Road, Abd- 380009
Â	Contact No: +91 -79-40024135
Â	Email ID: [email protected]

II. Principal Business Activities of the Company:

All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:

Sr. No	Name and Description of main Products / Services	NIC Code of the Product/Service	% to total turnover of the Company
01	Sales of Bonds and Equity	66120	91.88

III. Particulars of holding, subsidiary and Associate Companies:

SI.	Name and address of the company	CIN/GLN	Holding/Subsidiary/Associate	% of shares held	Applicable Section
No.	Â	Â	Â	Â	Â
01	Name: Wealth First Investment	U74999GJ2016PTC093213	Wholly-owned	100%	2 (87) (ii)
Â	Advisers Private Limited	Â	Subsidiary Company	Â	Â
	Address: Capitol House, 10	Â	Â	Â	Â
	Paras-ll, Near Campus Corner,	Â	Â	Â	Â
	Prahaladnagar, Anandnagar,	Â	Â	Â	Â
	Ahmedabad-380015	Â	Â	Â	Â

IV. Shareholding pattern (Equity share capital break up as % of total equity):

(i) Category-wise Shareholding:

No. of Shares held at the beginning of the year \|									No. of Shares held at the end of the year		Â			Â		Â
Category of Share holder		Demat		Physical		Total		% of Total shares	Demat		Physical			Total		% Change during the year
A. Promoters	Â		Â		Â		Â			Â		Â	Â		Â		Â
(1) Indian
a) Individual/HUF	41,39,850		0		41,39,850		64.75			41,39,850		0	41,39,850		64.75		0
b) Central Govt.	0		0		0		0			0		0	0		0		0
c) State Govt(s)	0		0		0		0			0		0	0		0		0
d) Bodies Corporates	5,70,000		0		5,70,000		8.92			5,70,000		0	5,70,000		8.92		0
e) Banks/FI	0		0		0		0			0		0	0		0		0
f) Any Other	0		0		0		0			0		0	0		0		0
SUBTOTAL A(1)	47,09,850		0		47,09,850		73.67			47,09,850		0	47,09,850		73.67		0
(2) Foreign
a) NRI-individuals	0		0		0		0			0		0	0		0		0
b) Other Individuals	0		0		0		0			0		0	0		0		0
c) Bodies Corporate	0		0		0		0			0		0	0		0		0
d) Banks/FI	0		0		0		0			0		0	0		0		0
e) Any Other	0		0		0		0			0		0	0		0		0
Sub Total A(2)	0		0		0		0			0		0	0		0		0
Total Shareholding of Promoter (A)=(A)(1)+(A)(2)	47,09,850		0		47,09,850		73.67			47,09,850		0	47,09,850		73.67		Â
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds	0		0		0		0			0		0	0		0		0
b) Banks/FI	0		0		0		0			0		0	0		0		0
c) Central Govt.	0		0		0		0			0		0	0		0		0
d) State Govt(s)	0		0		0		0			0		0	0		0		0
e) Venture Capital Funds	0		0		0		0			0		0	0		0		0
f) Insurance Companies	0		0		0		0			0		0	0		0		0
g)Flls	0		0		0		0			0		0	0		0		0
h) Foreign Venture Capital Funds	0		0		0		0			0		0	0		0		0
i) Others (Specify)	0		0		0		0			0		0	0		0		0
SUB TOTAL B(1)	0		0		0		0			0		0	0		0		0
(2) Non- Institutions
a) Bodies Corp.
i) Indian	1,14,150		0		1,14,150		1.79			27,150		0	27,1 50		0.42		-1.37
ii) Overseas	0		0		0		0			0		0	0		0		0
b) Individuals
Individuals/ HUF holding nominal shares capital Upto Rs 1 Lakh	8,13,000		0		8,13,000		12.72			8,04,000		0	8,04,000		12.58		-0.14
ii) Individuals/HUF holding nominal shares capital in excess of Rs 1 Lakh	7,56,000		0		7,56,000		11.82			8,52,000		0	8,52,000		13.33		1.51
c)Any others (specify)	0		0		0		0			0		0	0		0		0
SUB TOTAL B(2)	16,83,150		0		16,83,150		26.33			16,83,150		0	16,83,150		26.33		0
Total Public Share- Holding	16,83,150		0		16,83,150		26.33			16,83,150		0	16,83,150		26.33		0
(B)=(B)(1)+(B)(2)
C. Shares held by Custodian For ADRs/GDRs	0		0		0		0			0		0	0		0		0
Grand Total	63,93,000		0		63,93,000		100			63,93,000		0	63,93,000		100		0
(A + B + C)
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â

(ii) Shareholding of Promoters:

Â	Shareholding at the beginning of the year \|			Shareholding at the			% change in share holding during the year Shareholding at the
SI. No	Shareholder's Name	No of shares	% of total shares of the company	% of shares pledged encumbered to total shares	No of shares	% of total shares of the company		%of shares pledged encumbered to total shares
1	Ashish N.Shah	19,99,850	31.28	-	19,99,850	31.28	-	0
2	Hena A. Shah	20,00,000	31.28	-	20,28,000	31.72	-	0.44
3	DSFS Shares and Stock Broking Private Limited	80,000	1.25	-	80,000	1.25	-	0
4	Wealth First Commodities private limited	2,40,000	3.75	-	2,40,000	3.75	-	0
5	Dalai & Shah Fiscal Services Ltd	30,000	0.47	-	30,000	0.47	-	0
6	Oraculo Stockbrokers Private Limited	2,20,000	3.44	-	2,20,000	3.44	-	0
7	Navnitlal Popatlal Shah	56,000	0.88	-	56,000	0.88	-	0
8	Navnitlal Popatlal Shah HUF	28,000	0.44	-	28,000	0.44	-	0
9	Vipin Parshottamdas Shah	28,000	0.44	-	0	0	-	-0.44
10	Vipin Parshottamdas Shah HUF	28,000	0.44	-	28,000	0.44	-	0

(iii) Change in Promoter's Shareholding:

Particulars	Date	Reason for increase/ decrease	Â
Â	Â	Â	Â
Hena Ashish Shah
At the beginning of the year	01.04.2017	Â	20,00,000 20,00,000
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/sweat equity etc)	16.05.2017	Transmission of Shares	28,000 20,28,000
At the end of the year	31.03.2018	Â	20,28,000
Vipin Parshottamdas Shah
At the beginning of the year	01.04.2017	Â	28,000 28,000
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/sweat equity etc)	16.05.2017	Transmission of Shares	(28,000) 0
At the end of the year	31.03.2018	Â	0

(iv) Shareholding Pattern of top ten Shareholders (Other than directors, Promoters and Holders of GDRs and ADRs):

Particulars	Date	No. of Reason for Shares increase/ Increased/ decrease Decreased		Shareholding at the beginning of the year		Cumulative shareholding during the year
Gaurang Parmanand Shah				Â		Â
At the beginning of the year	01.04.2017	Â	Â	2,52,000	3.94	2,52,000	3.94
Date wise increase/ Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	07.04.2017	Purchase of securities	3,000	Â	Â	2,55,000	3.99
	19.05.2017	Purchase of securities	6,000	Â	Â	2,61,000	4.08
	15.09.2017	Purchase of securities	3,000	Â	Â	2,64,000	4.13
	22.09.2017	Purchase of securities	9,000	Â	Â	2,73,000	4.27
	19.01.2018	Purchase of securities	3,000	Â	Â	2,76,000	4.32
	02.02.2018	Purchase of securities	6,000	Â	Â	2,82,000	4.41
	23.02.2018	Purchase of securities	6,000	Â	Â	2,88,000	4.5
	02.03.2018	Purchase of securities	3,000	Â	Â	2,91,000	4.55
	23.03.2018	Sell of securities	3,000	Â	Â	2,88,000	4.5
At the end of the year	31.03.2018	Â	Â	Â	Â	2,88,000	4.5
Pratul Krishnakant Shroff				Â		Â
At the beginning of the year	01.04.2017	Â	Â	81,000	1.27	81,000	1.27
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â	Â	Â	Â	81,000	1.27
At the end of the year	31.03.2018	Â	Â	Â	Â	81,000	1.27
Nitinbhai Madhukarbhai Pandya				Â		Â
At the beginning of the year	01.04.2017	Â	Â	0	0	0	0
Date wise increase/ Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	14.04.2017	Purchase of securities	1 5,000	Â	Â	1 5,000	0.23
	21.04.2017	Purchase of securities	51,000	Â	Â	66,000	1.03
	28.04.2017	Purchase of securities	12,000	Â	Â	78,000	1.22
	19.05.2017	Sell of securities	3,000	Â	Â	75,000	1.17
	26.05.2017	Purchase of securities	6,000	Â	Â	81,000	1.27
	07.07.2017	Purchase of securities	3,000	Â	Â	84,000	1.31
	20.09.2017	Sell of securities	9,000	Â	Â	75,000	1.17

Particulars	Date	No. of Reason for Shares increase/ Increased/ decrease Decreased \|	Â		Shareholding at the beginning of the year		Cumulative shareholding during the year
Â	27.10.2017	Purchase of securities		3,000	Â	Â	78,000	1.22
Â	12.01.2018	Purchase of securities		3,000	Â	Â	81,000	1.27
Â	19.01.2018	Sell of securities		3,000	Â	Â	78,000	1.22
Â	16.02.2018	Sell of securities		3,000	Â	Â	75,000	1.17
Â	23.02.2018	Purchase of securities		3,000	Â	Â	78,000	1.22
Â	09.03.2018	Purchase of securities		3,000	Â	Â	81,000	1.27
Â	23.03.2018	Sell of securities		3,000	Â	Â	78,000	1.22
At the end of the year	31.03.2018	Â		Â	Â	Â	78,000	1.22
Dr. Sandip Shah	Â	Â			Â	Â	Â
At the beginning of the year	01.04.2017	Â		Â	39,000	0.61	39,000	0.61
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	39,000	0.61
At the end of the year	31.03.2018	Â		Â	Â	Â	39,000	0.61
Jinendra Bharatbhai Shah	Â	Â			Â	Â	Â
At the beginning of the year	01.04.2017	Â		Â	39,000	0.61	39,000	0.61
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	39,000	0.61
At the end of the year	31.03.2018	Â		Â	Â	Â	39,000	0.61
Udyan Navinbhai Patel	Â	Â			Â	Â	Â
At the beginning of the year	01.04.2017	Â		Â	33,000	0.52	33,000	0.52
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	33,000	0.52
At the end of the year	31.03.2018	Â		Â	Â	Â	33,000	0.52
Hasmukh Ramji Devani	Â	Â			Â	Â	Â
At the beginning of the year	01.04.2017	Â		Â	33,000	0.52	33,000	0.52
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	33,000	0.52
At the end of the year	31.03.2018	Â		Â	Â	Â	33,000	0.52
Rahul Gaurang Shah	Â	Â			Â	Â	Â
At the beginning of the year	01.04.2017	Â		Â	18,000	0.28	18,000	0.28
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	18,000	0.28
Â	Â	Â	Â	Â	Â	Â	Â	Â

Particulars	Date	No. of Reason for Shares increase/ Increased/ decrease		the beginl	shareholding at the beginning of the year	Cumulative shareholding during the year
At the end of the year	31.03.2018	Â	Â	Â	Â	18,000	0.28
Swati Vijay Devanhally	Â	Â		Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	18,000	0.28	18,000	0.28
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â	Â	Â	Â	18,000	0.28
At the end of the year	31.03.2018	Â	Â	Â	Â	18,000	0.28
Namrata Udyan Patel	Â	Â		Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	18,000	0.28	18,000	0.28
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â	Â	Â	Â	18,000	0.28
At the end of the year	31.03.2018	Â	Â	Â	Â	18,000	0.28

(v) Shareholding of Directors and Key managerial Personnel:

(Other than directors, Promoters and Holders of GDRs and ADRs):

Particulars	Date	No. Of Reason for Shares increase/ Increased/ decrease		shareholding at the beginning of	cumulative shareholding during the year	Cumulative shareholding during the	Â
Â	Â	Decreased		Â	Â	Â	Â
Ashish Navnitlal Shah	Â	Â		Â	Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	19,99,850	31.28	19,99,850	31.28
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	Â
At the end of the year	31.03.2018	Â	Â	Â	Â	19,99,850	31.28
Hena Ashish Shah	Â	Â		Â	Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	20,00,000	31.28	20,00,000	31.28
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	16.05.2017	Transmissior of Shares	28,000	Â	Â	20,28,000	31.72
At the end of the year	31.03.2018	Â	Â	Â	Â	20,28,000	31.72
Harish Virendra Gandhi (Till 28th August, 2017)	Â	Â		Â	Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	0	0	0	0
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	Â
At the end of the year	31.03.2018	Â	Â	Â	Â	0	0
Rajan Babubhai Mehta	Â	Â		Â	Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	0	0	0	0
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â		Â	Â	Â	Â
At the end of the year	31.03.2018	Â	Â	Â	Â	0	0

Particulars	Date	Reason for increase/ decrease	No. of Shares Increased/ Decreased	shareholding at the beginning of the year	Â	Cumulative shareholding during the year
Devanshu Mehta Rashmikant	Â	Â	Â	Â	Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	0	0	0	0
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â	Â	Â	Â	Â	Â
At the end of the year	31.03.2018	Â	Â	Â	Â	0	0
Binal Bhukhanwala Gandhi (w.e.f. 28th August, 2017)	Â	Â	Â	Â	Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	0	0	0	0
Date wise increase/ Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â	Â	Â	Â	Â	Â
At the end of the year	31.03.2018	Â	Â	Â	Â	0	0
Manish Dhirajlal Kansara	Â	Â	Â	Â	Â	Â	Â
At the beginning of the year	01.04.2017	-	-	0	0	6,000	0.09
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â	Â	Â	Â	Â	Â
At the end of the year	31.03.2018	Â	Â	Â	Â	6,000	0.09
Aayush Kamleshbhai Shah	Â	Â	Â	Â	Â	Â	Â
At the beginning of the year	01.04.2017	Â	Â	0	0	0	0
Date wise increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Â	Â	Â	Â	Â	Â	Â
At the end of the year	31.03.2018	Â	Â	Â	Â	0	0

V. Indebtedness:

Indebtedness of the Company including interest outstanding / accrued but not due for payment:

Secured Loans excluding Particulars deposits		Unsecured Loans	Deposits Total Indebtedness
Indebtedness at the beginning of the financial year			Â
i) Principal Amount	18,26,70,182.99	-	35,03,000.00	18,61,73,182.99
ii) Interest due but not paid	18,59,635.00	-	-	18,59,635.00
iii) Interest accrued but not due			-
Total (i+ii+iii)	18,45,29,817.99	-	35,03,000.00	18,80,32,817.99
Change in indebtedness during the financial year			Â
i) Addition	50,75,72,45,277.84	1,00,000.00	18,61,600.00	50,75,92,06,877.84
ii) Reduction	50,92,24,14,340.36	1,00,000.00	75,000.00	50,92,25,89,340.36
Net Change	-16,51,69,062.52	-	17,86,600.00	-16,33,82,462.52
Indebtedness at the end of the financial year			Â
i) Principal Amount	1,90,63,197.47	-	52,89,600.00	2,43,52,797.47
ii) Interest due but not paid	2,97,558.00	-	-	2,97,558.00
iii) Interest accrued but not due			-
Total (i+ii+iii)	1,93,60,755.47	-	52,89,600.00	2,46,50,355.47

VI. Remuneration of directors and key managerial personnel-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SI. No	. Particulars of Remuneration	Name of MD/WTD/Manager		Â Total Amount
Â	Â	Ashish N. Shah	Hena A. Shah
1.	Gross salary	30,00,000	15,00,000	45,00,000
Â	(a) Salary as per provisions contained in section 17(1 ) of the Income-tax Act, 1961	-	-	-
Â	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
Â	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	Â	Â	Â
Â	- as % of profit	Â	Â	Â
Â	- others, specify	-	-	-
5	Others	-	-	-
Â	Total (A)	30,00,000	15,00,000	45,00,000
Â	Ceiling as per the Act	As per the Companies Act, 2013.

B. Remuneration to other directors:

Particulars of remuneration	Â	Name of Independent Directors
Â	Â	Devanshu Mehta	Rajan Mehta	Harish Gandhi (Till 28th August, 2017)	Binal Gandhi (w.e.f 28th August, 2017)
Fee for attending Board Meeting	Â	15,000	25,000	0	1 5,000
Fee for attending Committee Meeting	Â	30,000	35,000	0	5,000
Fee for attending other meetings	Â	-	-	-	-
Commission	Â	-	-	-	-
Others, please specify	Â	-	-	-	-
Â	Total	45,000	60,000	0	20,000

C. Remuneration to key managerial personnel other than MD/Manager/WTD:

Sl.No.	Particulars of Remuneraton	Key Managerial Personnel (Amount in Rs.)
Â	Â	Manish Kansara (CFO)	Aayush Shah (CS)	Total
1	Gross salary	Â	Â	Â
Â	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	7,75,667	3,57,1 50	11,32,817
Â	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961		-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	Â	Â	Â
Â	- as % of profit	-	-	-
Â	- others, specify	-	-	-
5	Others, please specify	-	-	-
Â	Total	7,75,667	3,57,150	11,32,817

VII. Penalties / Punishment/ Compounding of Offences: NIL

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made,
A. COMPANY	Â	Â	Â	Â	Â
Penalty	None	Â	Â	Â	Â
Punishment	Â	Â	Â	Â	Â
Compounding	Â	Â	Â	Â	Â
B. DIRECTORS	Â	Â	Â	Â	Â
Penalty	Â	Â	Â	Â	Â
Punishment	None	Â	Â	Â	Â
Compounding	Â	Â	Â	Â	Â
C. OTHER OFFICERS IN DEFAULT	Â	Â	Â	Â	Â
Penalty	None	Â	Â	Â	Â

Form AOC-1

[Pursuant to first provision to sub-section (3) of section 129 read with rules 5 of Companies (Accounts) Rules,2014]

Statement containing salient features of the financial statements of subsidiaries/ associate companies/joint ventures

Part "A": Subsidiaries

Â	Â	(Amt. in lakhs)
Sr No.	Particulars	Â
1	Name of the subsidiary	Wealth First Investment Advisers Private Limited
2	Reporting period for the subsidiary concerned, if different from the holding company's reporting period	N.A
3	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	N.A
4	Share Capital	41.10
5	Reserve & surplus	(2.94)
6	Total assets	38.16
7	Total Liabilities	38.16
8	Investments	-
9	Turnover	-
10	Profit before taxation	(1.39)
11	Provision for taxation	-
12	Profit after taxation	(1.39)
13	Proposed Dividend	-
14	% of Shareholding	100

Notes: The following information shall be furnished at the end of the statement:

1. Name of subsidiaries which are yet to commence operations Wealth First Investment Advisers Private Limited

2. Name of subsidiaries which have been liquidated or sold during the year: N.A

ANNEXURE-B

Details 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

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2017-18;

Name of the Director	Designation	Remuneration of the Directors	Median remuneration of the employees \|	Ration of remuneration of the directors to the median remuneration of the employees
Ashish N.Shah	Managing Director	30,00,000	3,00,126	9.99:1
Hena A. Shah	Whole-Time Director	1 5,00,000	3,00,126	4.99:1
Devanshu R. Mehta	Independent Director	45,000*	3,00,126	N.A
Rajan B. Mehta	Independent Director	60,000*	3,00,126	N.A
Harish V. Gandhi (Till 28th August, 2017)	Independent Director	0	3,00,126	N.A
Binal P. Gandhi (From 28th August, 2017)	Independent Director	20,000*	3,00,126	N.A

*0nly Sitting Fees were given to Independent Directors during F.Y 2017-18. They are not eligible for any Remuneration.

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

The percentage increase in remuneration of Mr. Ashish Shah, Managing Director is 61.29% (from Rs. 18.60 Lakhs in F.Y 2016-17 to Rs.30.00 Lakhs in F.Y 2017-18), the percentage increase in remuneration of Mr. Manish Kansara, Chief Financial Officer is 0.95% (from Rs.7.68 Lakhs in F.Y 2016-17 to Rs. 7.76 Lakhs in F.Y 2017-18),the percentage increase in remuneration of Mr. Aayush Shah, Company Secretary is 10.66% (from Rs. 3.23 Lakhs in F.Y 2016-17 to Rs.3.57 Lakhs in F.Y 2017-18).

iii. The Percentage increase in the median remuneration of employees in the financial year 2017-18;

The median remuneration of employee in the financial year 2017-18 is Rs.3,00,126 (Rupees Three Lakhs One Hundred and Twenty Six) while in 2016-17 it was Rs.2,80,600 (Rupees Two Lakhs Eighty Thousand Six Hundred) increased by 6.96% in F.Y 2017-18.

iv. There were 66 employees on the rolls of Company as on March 31, 2018.

v. The explanation on the relationship between average increase in remuneration and Company performance;

The average increase in remuneration during F.Y 2017-18 was 22.17% as compared with previous financial year and Profit before Tax of the Company has increased by 77.34% in F.Y 2017-18 in comparison with F.Y 2016-17.

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Total remuneration of Key Managerial Personnel increased by 26.55% from Rs. 44,51,068 in F.Y 2016-17 to Rs. 56,32,817 in F.Y 2017-18 whereas Profit before tax increased by 77.34% to Rs.10,66,32,361 in F.Y 2017-18. (Rs.6,01,28,848 in F.Y 16-17).

vii. Variation in the market capitalization of the company, price earning ratio as at the closing date of the current 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 offer;

Particulars	March 31, 2018	March 31, 2017	Variation (%)
Market Capitalisation	63.93 Crore	32.28 Crore	98.05%
Price earnings ratio	7.29	6.70	8.81%

As on March 31, 2018, the shares of the Company were quoted at Rs.100.00 per share on National Stock Exchange of India Limited. The Stock price as at March 31, 2018 has increased by 98.02% to Rs 100.00 over price of Rs 50.50 per share as on 31st of March, 2017.

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

Average percentage increase in salary of the Company's employees was 18.51%. The total managerial remuneration for the Financial Year 2017-18 was Rs. 45.00 Lakhs as against Rs.33.60 Lakhs during the previous year. The percentage increase in remuneration to Mr. Ashish N. Shah, Managing Director during the Financial Year 2017-18 was approximately 61.29% as compared to the previous financial year. There has been no change in the Remuneration of Ms. Hena Shah, Whole-Time Director during the F.Y 2017-18.

ix. The key parameters for any variable component of remuneration availed by the directors;

There are no variable components in remuneration package availed by the directors.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; - None

xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

xii. Statement containing the particulars of the top ten employees in terms of remuneration drawn.

Name	Designation	Remuneration	Qualification	Experience	Joining Date	Age\| (years)	Last employment
Ashish Shah	Managing Director	30,00,000	Bachelor's Degree in Mechanical Engineering	26 Years	16-04-2002	55	Dalal & Shah Fiscal Services Ltd
Hena Shah	Whole-Time Director	1 5,00,000	Bachelor's Degree in Science in Micro Biology	17 Years	16/04/2002 & 12/11/2010	53	Dalal & Shah Fiscal Services Ltd
Swapneel Shah	Chief Manager -Operations	8,94,200	MBA, MS in Engineering Management, B. Tech Electronics and Communication	3 Years	05-12-2017	26	Citi Bank, USA
Nirad Shah	Wealth Management Head	8,48,200	B.E (Computer Science)	20 Years	02-08-2002	40	Dalal & Shah Fiscal Services Ltd
Rakesh Shah	Vice President	8,14,000	Bachelor's Degree in Science	24 Years	16-04-2002	47	Dalal & Shah Fiscal Services Ltd
Manish Kansara	Chief Financial Officer	7,75,667	Bachelor's Degree in Commerce	24 Years	16-04-2002	46	Dalal & Shah Fiscal Services Ltd
Malti Shah	Administration Officer	7,36,000	Bachelor's Degree in Commerce	18 Years	01-04-2010	46	Dalai & Shah Fiscal Services Ltd

Name	Designation	Remuneration	Qualification	Experience	Joining Date	Â Age (years)	Last employment
Rupal Kansara	Administration Officer	6,97,667	Bachelor's Degree in Commerce	18 Years	01-04-2010	46	Dalal & Shah Fiscal Services Ltd
Mittal Shah	Sr. Wealth Manager	6,28,700	Bachelor's Degree in Commerce	12 Years	01-05-2011	31	Max Life Insurance Ltd
Bhadresh Shah	Sr. Vice President	6,19,567	Bachelor's Degree in Commerce	19 Years	16-04-2002	48	Dalal & Shah Fiscal Services Ltd

FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED
ASHISH SHAH	HENA SHAH
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN: 00089075	DIN: 00089161
DATE: 18/08/2018	Â
PLACE: Ahmedabad	Â
Registered Office:	Â
Capitol House, 10 Paras-ll, Near Campus Corner, Prahaladnagar, Anand Nagar, Ahmedabad-380015 Email ID: [email protected]	Â
Telephone: 079-40240000	Â
Fax: 079-40240081	Â
CIN: L67120GJ2002PLC040636	Â

ANNEXURE-C

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY ("CSR")

I) A Brief outline of Company's CSR Policy: OBJECTIVES:

This Policy shall be read in line with Section 135 of the Companies Act, 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and such other rules, regulations, circulars and notifications (collectively referred hereinafter as 'Regulations') as may be applicable and as amended from time to time and will,inter-alia provide for the following:

Establishing a guideline for compliance with provisions of Regulations to dedicate a percentage of Company's Profits for social projects.

Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting.

Creating opportunities for employees to participate in socially responsible initiatives.

To operate in such manner that not just continues to generate an attractive return for shareholders, but also minimizes our impact on the environment and helps in replenishing the planet; while lending a helping hand to the community.

OUR CSR VISION:

Through sustainable measures, actively contribute to the Social, Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation.

OUR CSR MISSION:

Ensuring socio-economic development of the community through different participatory and need- based initiatives in the best interest of the poor and deprived sections of the society so as to help them to become SELF-RELIANT and build a better tomorrow for themselves.

Ensuring environmental sustainability through ecological conservation and regeneration, protection & re growth of endangered plant species, and promoting biodiversity.

OUR ACTIVITIES:

The Policy recognizes that corporate social responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of underprivileged by one or more of the following focus areas as notified under Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules 2014 AND Schedule VII of the Companies Act, 2013:

i. Eradicating hunger, poverty & malnutrition, promoting health care including preventive health care & sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation & making available safe drinking water;

ii. Promoting education, including special education & employment enhancing vocation skills especially among children, women, elderly & the differently unable & livelihood enhancement projects;

iii. Promoting gender equality, empowering women, setting up homes & hostels for women & orphans, setting up old age homes, day care centres& such other facilities for senior citizens & measures for reducing inequalities faced by socially & economically backward groups;

iv. Ensuring environmental sustainability, ecological balance, protection of flora& fauna, animal welfare, agro forestry, conservation of natural resources& maintaining quality of soil, air & water including contribution to the Clean Ganga Fund setup by the Central Government for rejuvenation of river Ganga;

v. Protection of national heritage, art & culture including restoration of buildings & sites of historical importance & works of art; setting up public libraries; promotion & development of traditional arts & handicrafts;

vi. Measures for the benefit of armed forces veterans, war widows & their dependents;

vii. Training to promote rural sports, nationally recognized sports, Paralympics sports & Olympic sports;

viii. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development & relief & welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities & women;

ix. Contributions or funds provided to technology incubators located within academic institutions, which are approved by the Central Government;

x. Rural development projects.

xi. Slum area development.

IMPLEMENTATION, MONITORING AND REVIEW MECHANISM:

The CSR activities will be driven by a dedicated project team under the guidance and support of the CSR Committee and the Board. The CSR Committee will play a significant role in ensuring that the CSR initiatives are in line with this policy.

The CSR Committee will be responsible for monitoring approved projects and fund disbursals for such projects.

I) The CSR Committee will put in place a transparent monitoring and reporting mechanism for ensuring effective implementation of the projects, programs and activities proposed to be undertaken by Wealth First. Such monitoring mechanisms will include visits, meetings and progress/status reporting by the project teams.

II) Average Net Profit of the Company for the last three financial years: Rs. 425.40 Lakhs

III) Prescribed CSR expenditure (two percentage of amount as in item II above): Rs. 8.51 Lakhs.

IV) Details of CSR spent during the financial year:

a) Total amount to be spent for the Financial Year: Rs.8.51 Lakhs.

b) Amount unspent, if any: N.A

c) Manner in which the amount spent during the financial year 2017-18 is detailed below:

Sr No	CSR project or activity identified	Sector in which the project is covered	Projects or programs: (1) Local area or other (2) specify the State and District where projects or programs was undertaken	Amount outlay (budget, project or program wise (Amt in Rs.)	Amt spent on the projects on programs subheads; (1) Direct expenditure on projects of programs.(2) Overheads; (Amt in Rs)	Cumulative expenditure upto the Reporting I Period	Amt spent: Direct or through implementing agency
1	Aastha Charitable Trust	Welfare of the mentally challenged	Local Area. Ahmedabad, Gujarat	50,000	50,000	50,000	Direct
2	AndhKanya Prakash Gruh	Welfare of Blind Girls	Local Area. Ahmedabad, Gujarat	51,000	51,000	51,000	Direct
3	Charutar Arogya Manda	Health Care	Other Area. Karmasad, Gujarat	25,000	25,000	25,000	Direct
4	National Society for equal opportunities for the handicapped	Society for equal opportunities for the handicapped	Local Area. Ahmedabad, Gujarat	50,000	50,000	50,000	Direct
5	Shri Hiralal Bhagwati Charitable Trust	Â	Local Area. Ahmedabad, Gujarat	1,00,000	1,00,000	1,00,000	Direct
6	Kasturba Vikas Gruh	Promoting Gender equality and empowering women	Jamnagar, Gujarat	1,00,000	1,00,000	1,00,000	Direct
7	Mahipatram Rupram Aashram	Welfare of women and children	Ahmedabad, Gujarat	50,000	50,000	50,000	Direct
8	Muljibhai Patel Uroloqical Hospital	Health Care	Nadiad, Gujarat	50,000	50,000	50,000	Direct
9	Sadbhavna Charitable Trust	Health Care	Ahmedabad, Gujarat	75,000	75,000	75,000	Direct
10	Sevamandal Meghraj	Health and Education	Aravalli, Gujarat	50,000	50,000	50,000	Direct
11	Sevasangh Sarvajanik Hospital Trust	Health Care	Sabarkantha, Gujarat	2,00,000	2,00,000	2,00,000	Direct
12	Shri Baldevdas Charitable Trust	Social reform and betterment of disadvantaged people of the society.	Ahmedabad, Gujarat	25,000	25,000	25,000	Direct
13	Vanprastha Seva Samaj Trust	Setting up old age homes	Ahmedabad, Gujarat	25,000	25,000	25,000	Direct

FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED
ASHISH SHAH	HENA SHAH
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN: 00089075	DIN: 00089161
DATE: 18/08/2018	Â
PLACE: Ahmedabad	Â
Registered Office:	Â
Capitol House, 10 Paras-ll, Near Campus Corner, Prahaladnagar, Anand Nagar, Ahmedabad-380015 Email ID: [email protected]	Â
Telephone: 079-40240000	Â
Fax: 079-40240081	Â
CIN: L67120GJ2002PLC040636	Â

ANNEXURE-D

Form MR-3 SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

For the Financial Year ended on 31st March, 2018

To,

The Members

Wealth First Portfolio Managers Limited

We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Wealth First Portfolio Managers Limited (Hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit together with necessary management representations, We hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2018 in general complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have in general examined the books, papers, minute books, forms and returns filed and other records, as applicable to the Company and to the extent required to be verified by us for the purpose of this certification and as maintained by the Company for the Financial Year ended on March 31, 2018 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992/ The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/SEBI (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during Audit Period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 ; (Not applicable to the Company during Audit Period)

(2) The management has identified and confirmed the following laws as specifically applicable to the company:

1. SEBI AMFI Regulations.

2. SEBI Stock Brokers and Sub-Brokers Regulations, 1992.

3. SEBI Depositories and Participant Regulations, 1996.

(3) We have also examined compliance with the applicable clauses/ regulations of the following:

i. Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India under provisions of The Companies Act, 2013 w.e.f. 1st July, 201 5 and

ii. The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5.

Based on the above said information provided by the company, we report that during the financial year under report, the company has general complied with the provisions, as applicable of the above mentioned Acts including the applicable provisions of the Companies Act, 2013 and Rules, Regulations, Guidelines, Standards, etc mentioned above except to the extent mentioned below: -

a. An instance, it is noticed that Company has delayed in filing of Appointment of Auditors Form ADT 1 with Registrar of Companies/Ministry of Corporate Affairs with additional fees.

We further report that compliance of applicable Labour laws and financial laws including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

MANAGEMENT RESPONSIBILITY:

i. Maintenance of secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

ii. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

iii. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company, related party transactions figures and AS-18 disclosures of the Company provided to us or verified compliances of laws other than those mentioned above;

iv. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

v. We have obtained Management's representation about the compliance of laws, rules and regulations and happening of events, wherever required;

vi. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Based on the representation made by the company and its officer, Majority decision is carried through and that there were no dissenting member's views on any of the matter during the year that were required to be captured and recorded as part of the minutes.

(iii) Based on genera I review of compliance mechanisms established by the Company and on basis of management representations, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As informed, the company has responded appropriately to notices received if any from various statutory/regulatory authorities including initiating actions for corrective measures, wherever found necessary.

We further report that during the audit period there was no specific event/ action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

Â	For Kunal Sharma & Associates
Â	Company Secretaries
Â	Sd/-
Place: Ahmedabad	Kunal Sharma
Date: 18/08/2018	ACS No. A34708
Â	CPNo.: 12987

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board has formulated a code of conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the Companywww.wealth-firstonline.com

It is hereby affirmed that all the Directors and senior managerial personnel have complied with the code of conduct framed by the Company and confirmation to that effect has been obtained from the Directors and senior management in respect of financial year ended on 31st March, 2018.

FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED

ASHISH SHAH MANAGING DIRECTOR DIN:00089075

DATE: 18/08/2018 PLACE: Ahmedabad

Registered Office:

Capitol House, 10 Paras-ll, Near Campus Corner,

Prahaladnagar, Anand Nagar, Ahmedabad-380015

Email ID: [email protected]

Telephone: 079-40240000

Fax: 079-40240081

CIN: L67120GJ2002PLC040636

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company's objectives, projections and approximate estimate may be "forward looking statements" set in the framework meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could influence the Company's operations include Economic developments within the country, Change in Market Condition, Change in Interest Rate, Changes in Government regulations, tax laws and other factors such as litigation and industrial relations.

Mar 31, 2016

DIRECTOR S REPORT

The Members,

The Directors take pleasure in presenting the 14^th Annual Report and the Company''s Audited Financial Statement for the financial year ended 31^st March, 2016.

FINANCIAL RESULT:

The working results for the year under review are as follows:

_ (In Lacs)

Particulars	Year ended 31-3-2016	Year ended 31-3-2015
Profit / (Loss) before tax	327.75	241.38
Less: Depreciation on Account of Change in Method	NIL	NIL
Less: Provision for Taxation
Current Tax	(67.00)	(48.50)
Deferred Tax	(0.28)	9.53
Short Provision of tax in earlier year	(0.11)	NIL
Profit/ (Loss) after tax	260.36	202.41
Add: Balance in Securities Premium Account, Surplus in P & L and Balance in General Reserve Brought Forward	656.01	191.13
Balance Carried to Balance Sheet	916.37	393.54

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Total Income during the year has decreased from Rs. 16,966.68 Lacs to Rs. 15,091.24 Lacs i.e approx 11.05% over last year but Profit before tax has increased from Rs. 241.38 Lacs to Rs. 327.75 Lacs (approx 35.78%) due to decrease in expenses. Your Directors are hopeful to get better results in upcoming years.

CHANGE IN THE NA TURE OF Interest IF ANY:

There are no material changes in the nature of business during the year.

Based on the Company''s performance, the directors are pleased to recommend final dividend of Rs. 0.50 per equity share i.e. 5% of face value of Rs. 10/- each for the financial year ended on 31^st

The Company has paid Dividend of Rs. 1 per equity share during previous financial year ended on

An amount of Rs. 26.14 Lacs from the net profit for the financial year under review is proposed to INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review, the Authorized Share Capital of the company was increased from Rs. 2,00,00,000 (Rupees Two Crore) divided into 20,00,000 (Twenty Lacs) equity shares of Rs. 10/each to Rs. 7,00,00,000 (Rupees Seven Crore) divided into 70,00,000 (Seventy Lacs) equity shares

The Members of the Company, in their Extra-ordinary General Meeting held on 18^th of September, 2015 have approved the conversion of the Company from Private Limited to Public Limited by deleting the "Private" word from the name of the Company.

Consequently, the Name of the Company was changed from "Wealth First Portfolio Managers Private Limited" to "Wealth First Portfolio Managers Limited". The Name of the Company has been approved by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli and fresh Certificate of Incorporation consequent upon Conversion to Public Limited Company was issued by the Registrar. The Company became Public Limited Company w.e.f. 30^th of September, 2015.

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under

The Company has not issued any Sweat Equity Shares during the year under review.

During the year, The Company has issued 35,32,500 equity shares as Bonus which was approved by the Board of Directors at their meeting held on 26^th of September, 2015 and subsequently approved by members of the Company at Extra Ordinary General Meeting held on 29^th of September, 2015. The allotment of said bonus shares has been approved by Board of Directors at

The Company has not provided any Stock Option Scheme to the employees.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, your Company doesn''t have any Subsidiaries, Joint Ventures and

However, during the year 2016-17, your Company has made an investment and subscribed the share capital of M/s Wealth First Investment Advisers Private Limited (CIN U74999GJ2016PTC093213) and promoted the said Company as Wholly Owned Subsidiary. Your Company has subscribed total share capital of Rs. 40,00,000/- of the wholly-owned subsidiary Company out of which Mrs. Hena A. Shah, Director of the Company holds 3,90,000 equity shares on behalf of the Company and Mr. Ashish N. Shah, Managing Director of the Company holds 10.000 Equity Shares as a Nominee of the Company.

During the year the company came out with an Initial Public Offering of 16,83,000 (Sixteen Lacs Eighty Three Thousand) Equity Shares of the face value of Rs. 10/- each for cash at a price of Rs. 50/- per Equity Share (including a share premium of Rs. 40/- per Equity Share) aggregating to Rs. 841.50 Lakhs. The said Public issue was authorized by the Members, in their Extraordinary General Meeting of the Company held on 18^th of September, 2015.

The public issue opened for subscription on 10^th of March, 2016 and closed on 18^th of March, 2016. The Issue received applications for 23,52,000 (Twenty Three Lacs Fifty Two Thousand) Equity Shares (including reserved portion of Market Maker) resulting in 1.40 times subscription. While finalizing the Basis of Allotment, additional shares of 3000 Equity Shares were allotted due to oversubscription of Public Offer of 1.40 times and the same was finalized in consultation with the Designated Stock Exchange on March 23, 2016. The allotment of 16,83,000 (Sixteen Lacs Eighty Three Thousand) Equity Shares was made on March 23, 2016.

The company had made the application to NSE for Listing of its security on the NSE SME portal on 23^rd of March, 2016 pursuant to Initial Public Issue of 16,83,000 Equity Shares of Rs. 10/- each at a premium of Rs. 40 /- per Equity Share. The NSE has given final approval for listing and trading of 16.83.000 (Sixteen Lacs Eighty Three Thousand) Equity Shares of Rs. 10/- each on NSE SME platform from March 30, 2016 onwards with scrip code WEALTH.

The Company has complied with all requirements prescribed by the Companies Act, 2013, various SEBI regulations and stock exchange''s requirements, wherever requires.

MAN A GEMENT DISCUSSION AND ANAL YSIS:

MATERIAL CHANGES AND COMMITMENT IF ANY 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 THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Ashish N. Shah (DIN: 00089075) who was Executive Director of the Company in the F.Y 2014-15 has been appointed as Managing Director in the Board Meeting held on 10^th of September, 2015 and subsequently approved by shareholders at Extraordinary General Meeting held on 18^th of September, 2015 for the term of 5 years w.e.f 10^th September, 2015 and he was also designated as Key Managerial Personnel in terms of Section 203 of

Mr. Devanshu R. Mehta has been appointed as an Independent Director at the Annual General Meeting held on 2^nd of September, 2015 for the period of 5 years up to the conclusion of 18^th Annual General Meeting to be held in the Year 2020.

Further Mr. Rajan B. Mehta and Mr. Harish V. Gandhi has been appointed as Independent Directors of the Company in Extra Ordinary General Meeting held on 20^th of October, 2015 for the period of 5 years up to the conclusion of 18^th Annual general Meeting to be held in the Year

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. Hena A. Shah, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment.

Appropriate resolution for her re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mrs. Hena A. Shah and other related information has been detailed in the Annual Report and the same forms part of the Notice.

During the year under review, Mr. Ashish N. Shah has been appointed as Managing Director of the Company and also designated as Key Managerial Personnel in terms of Section 203 of

Mr. Manish D. Kansara has been appointed as Chief Financial Officer and designated as key Managerial Personnel of the Company pursuant to the provisions of Section 203 of Companies

Mr. Aayush K. Shah has been appointed as Whole-time Company Secretary w.e.f 19^th of October, 2015 and designated as key Managerial Personnel of the Company in terms of Section 203 of

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria

DECLARA TION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued there under as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company''s Shares.

The Insider trading policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website www.wealth-firstonline.com

COMMITTEES OF THE BOARD:

As on 31^st March, 2016, the Board of Directors has following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder''s Relationship Committee

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Audit Committee is given below:

Name of Director	Status	Nature of Directorship
Mr. Rajan B. Mehta	Chairman	Independent Director
Mr. Harish V. Gandhi	Member	Independent Director
Mr. Ashish N. Shah	Member	Managing Director

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

- Overseeing the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

- Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

- Approval of payment to statutory auditors for any other services rendered by the

- Reviewing, with the management, the annual financial statements before submission to

a. Matters required being included in the Directors Responsibility Statement to be included in the Board''s Report in terms of Clause C of sub-section 3 of Section 134 of the

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

- Reviewing, with the management, the half yearly and annual financial statements before

- Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take

- Reviewing, with the management, performance of statutory and internal auditors,

- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

- Discussion with internal auditors on any significant findings and follow up there on.

- Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, share holders (in case of nonpayment of declared dividends ) and

- To review the functioning of the Whistle Blower mechanism, in case the same is existing.

- Approval of appointment of CFO (i.e., the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and back grounded. of the candidate.

- To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous complaints against any Director or Employee.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2015-16, two meetings were held on 16/11/2015 and 12/02/2016. The attendance records of the members are as follows:

Name of the Member	No of Meetings
Name of the Member	*Held*	*Attended*
Mr. Rajan B. Mehta (Chairman)	2	2
Mr. Harish V. Gandhi (Member)	2	2
Mr. Ashish N. Shah (Member)	2	2

NOMINATION & REMUNERATION COMMITTEE

Name of Director	Status	Nature of Directorship
Mr. Harish V. Gandhi	Chairman	Independent Director
Mr. Devanshu R. Mehta	Member	Independent Director
Mr. Rajan B. Mehta	Member	Independent Director

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

- To recommend to the Board, the remuneration packages of the Company''s

Managing/Joint Managing/Whole time /Executive Directors, including all elements of

remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts, notice period, severance fees, etc.);

- To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company''s policy on specific remuneration packages for Company''s Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

- Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2015-16, one meeting was held on 12/02/2016. The attendance records of the members are as follows:

Name of the Member	No of Meetings
Name of the Member	*Held*	*Attended*
Mr. Harish V. Gandhi (Chairman)	1	1
Mr. Devanshu R. Mehta (Member)	1	1
Mr. Rajan B. Mehta (Member)	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder Relationship Committee is given below:

Name of Director	Status	Nature of Directorship
Mr. Devanshu R. Mehta	Chairman	Independent Director
Mr. Rajan B. Mehta	Member	Independent Director
Mrs. Hena A. Shah	Member	Executive Director

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

- Redressal of shareholders''/investor''s complaints;

- Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

- Issue of duplicate certificates and new certificates on split/consolidation/renewal;

- Non-reciept of declared dividends, balance sheets of the Company; and

- Carrying out any other function as prescribed under the Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

There were 17 Board Meetings held on 08.04.2015, 29.07.2015, 03.09.2015, 10.09.2015, 26.09.2015, 08.10.2015, 09.10.2015, 19.10.2015, 26.10.2015, 16.11.2015, 20.01.2016, 21.01.2016, 12.02.2016, 22.02.2016, 18.03.2016, 23.03.2016 and 30.03.2016 during the financial year 2015-16. The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.

ATTENDANCE OF DIRECTORS:

Name	No. of Board Meetings held/entitled	No. of Board Meetings Attended	Attendance at the last AGM
Mr. Ashish N. Shah	17	17	Yes
Mrs. Hena A. Shah	17	17	Yes
Mr. Devanshu R. Mehta	15	7	*N.A
Mr. Rajan B. Mehta	9	3	*N.A
Mr. Harish V. Gandhi	9	3	*N.A

*Appointment of such director was made after the date of AGM held in F.Y 2015-16.

DIRECTORS RESPONSIBILITY STA TEMENT:

i. In the preparation of the annual accounts for the year ended March 31, 2016, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. 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 the affairs of the company as at March 31, 2016 and of the profit

iv. The Directors had prepared annual accounts on a ''going concern'' basis.

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure B"

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELA TED PARTIES:

During the financial year 2015-16, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course

During the financial year 2015-16, there were no transactions with related parties which can be qualified as material transactions under the Companies Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

Loans, guarantees/securities and investments as covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy.

The Management has also envisaged the minimization procedure and its perception in respect of

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company. The Risk Management Policy is available on the Company''s Website www.wealth-firstonline.com

The Company has established a vigil mechanism by adopting Whistle Blower Policy. The same is available on the Company''s Website www.wealth-firstonline.com

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

At present your Company does not falls under the purview of the criteria specified under Section 135(1) of the Companies Act, 2013, therefore constitution of CSR Committee and spending on CSR activities shall not applicable to the Company.

Pursuant to provisions of Section 139 of the Act and rules framed there under, M/s. Jaimin Deliwala & Co., Chartered Accountants, Ahmadabad, having Firm Registration No. 103861W was appointed as Statutory Auditors of the Company from the conclusion of 13^th Annual General Meeting till the conclusion of 14^th Annual General Meeting. He has shown his willingness to be reappointed in upcoming Annual General Meeting. Audit Committee has also recommended the reappointment of M/s Jaimin Deliwala 8i Co. as Statutory Auditors for the F.Y 2016-17. The Board recommends his appointment as Statutory Auditors for the financial year 2016-17 and to hold the office from conclusion of 14^th AGM till 15^th AGM.

FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory

PARTICULARS OF CONSERVA TION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

DETAILS OF SIGNIFICANT AND MA TERIAL ORDER PASSED BY THE REGULA TORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S

There was no significant and material order passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

FOR AND ON BEHALF OF WEALTH

FIRST PORTFOLIO MANAGERS LIMITED

ASHISH N. SHAH HENA A. SHAH

MANAGING DIRECTOR DIRECTOR

DIN: 00089075 DIN: 00089161

DATE: 27/08/2016

PLACE: Ahmedabad

Registered Office:

Capitol House, 10 Paras-ll,

Near Campus Corner,

Praha lad nagar, Anand Nagar,

Ahmedabad-380015

E-mail I''d: [email protected]

Telephone: 079-40240000

Fax: 079-40240081

CIN:L67120GJ2002P LC040636

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article