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Wallfort Financial Services Ltd.

BSE: 532053 Sector: Financials
NSE: N.A. ISIN Code: INE121B01014
BSE LIVE 19:40 | 19 Oct 98.15 1.25
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OPEN 99.00
PREVIOUS CLOSE 96.90
VOLUME 1279
52-Week high 108.00
52-Week low 38.10
P/E 6.06
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 99.00
CLOSE 96.90
VOLUME 1279
52-Week high 108.00
52-Week low 38.10
P/E 6.06
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wallfort Financial Services Ltd. (WALLFORTFIN) - Director Report

Company director report

Dear Members

The Board of Directors hereby presents the report of the business and operations ofyour Company along with the audited financial statements for the financial year endedMarch 312016.

Summary of operations/resuits

The financial results of the Company for the year ended March 312016 as compared tothat of previous year are summarized as under

PARTICULARS Financial Year 2015-16 Financial Year 2014-15
Revenue from operations 167422769 357227044
Profit before exceptional and extraordinary items and tax 96669959 300036319
Profit after tax 72261775 242331752

Company's Affairs

Your Company has earned a total business revenue of Rs 180893292/- and the net profitof Rs 72261775/- for the financial' year 2015-16 as against the revenue of Rs368551450/- and profit of Rs. 242331752/- in the previous financial year ended March312015.

Transfer to reserves

No amounts have been transferred to any reserves during the financial year2015-16.

Dividend & Transfers to IEPF

Your Board does not recommend any dividend for the financial year ended March 312016.The Company was not required to transfer the amount of any unclaimed/unpaid dividend toInvestor Education Protection Fund

Change inthe nature of business

No changes occurred in the nature of business during the financial year ended March312016 and till the d ate of issue of this report.

Deposits

The Company has not accepted any deposits and as such no amount of principal orinterest is outstanding as of the Balance Sheet date.

Internal Financial Control (IFC)

Your company's internal control system (including Internal Financial Controls and withreference to Financial statements) ensures efficiency reliability and completeness ofaccounting records and timely preparations of reliable financial and managementinformation compliance with all applicable taws and regulations optimum utilization andthe protection of the Company's assets.

The Company has appointed M/s. H. N Bafna & Co.. Chartered Accountants as theInternal Auditors as mandated under Section 138 of the Companies Act 2013 tor conductingthe Internal Audi! of the Company.

Significant and material orders

There are no significant and materia! orders passed by the regulators courts ortribunals impacting the functioning of the Company.

Subsidiaries Joint Ventures and Associate Companies

Your Company does not have any subsidiaries or associate companies; also it has notentered into any joint venture agreements with any other entities.

Share Capital

The Company has not issued any securities during the financial year 2015-16.

a) Issue of Equity Shares with Differential Rights: The Company has not issued anyequity shares with differential rights during the Financial Year 2015 - 2016;

b) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Sharesduring the Financial Year 2015 - 2016;

c) Issue of Employee Stock Options; The Company has not issued any Employee StockOptions duringthe Financial Year2015-2016.

Statutory Auditors

M/s. Kochar & Associates Chartered Accountants statutory auditors of the Companyholds office as such till the conclusion of the 21Annual General Meeting of the Company.

The audit committee of the Company has recommended their appointment as the statutoryauditors of the company to conduct the statutory audit for the financial year ending onMarch 31.2017. Certificate from the auditors with respect to the same has been received tothe effect that there appointment if made will be within the limits as prescribed underSection 139 of the Companies Act 2013

On the basis of recommendations made by the members of the audit committee your Boardrecommends their appointment as the statutory auditors of the company to conduct thestatutory audit for the financial year ending on March 312017

Auditor's Report

The statements made by the auditors in their report are self-explanatory and doesn'trequire any comments by the Board of directors.

Secretarial Auditor

M/s Priti J. Sheth & Associates Practicing Company Secretaries were appointed toconduct the secretarial audit of the Company for the financial year 2015-16 as requiredunder section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2015-16 forms part oF the Annual Report as"Annexure A" to the Board's Report

i he Board has appointed M/s. Priti J. Sheth & Associates Practicing CompanySecretaries as secretarial auditor of the Company for the financial year2016-17

Directors commenton qualification or observation

Our secretarial auditors have qualified their report for non-compliance with regards toappointment of a Company Secretary in whole-time employment as mandated under theprovisions of Section 203 of the Companies Act 3013 and Company Secretary to ad ascompliance officer of the Company as required under SEBI (LODR) Regulations 2015.

Explanation: Our Company is in search of favourable candidate to be appointed as aCompany secretary and was unable to find the same dunng the year under review.

Auditor’s certificate on corporate governance

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors' certificate on corporate governance is enclosed as ‘AnnexureB" to the Board's report. The auditor’s certificate for the financial year endedMarch 31 2016 does not contain any qualification reservation or adverse remarks.

Directors and Key Managerial Personnel

a) Appointments

Mr Ritesh Chandalia (DIN - 07331596) was appointed as an Additional Non-executiveIndependent Director of the Company at the meeting of Board of Directors heid on March 092016. The said appointment is upto the conclusion of the 21 'Annual General Meeting of theCompany anti the company seeks approval of the members for appointing him as a NonExecutive Independent Director for 5 cons ecu live year's w.e.f. 09 March. 2016.

b) Re-appointments

During the financial year 2015-16. tenure of Mr. Manoj Bharadia (Dl N - 00035385) asWhole-time director of the company expired on October 30 2015. The Board of Directors attheir meeting held on October 27 2015 appointed him as Whole-Time Director for term of 5years w.ef. November 012015 and the same is to be approved by the members at the21" AGM-Further Mr. DcepakLahoti (DIN -01765511) retires by rotation at the 21 AGMof the Company. Being eligible he has offered himself for re-appointment. The Board ofDirectors recommend to the members to re-appoint him at the 21 AGM.

c) Resignations

Mr. Vijay Gaggar (D IN - 00252600) resigned as independent director of the Company witheffect from March 09.2016. The Board places on record its appreciation for the servicesrendered by him during his tenure with the Company.

Declaration by independent directors

The Company has received necessary dcclarations from the independent directors underSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Familiarization programme for independent directors

Ail new independent directors appointed on the Board attend a familiarisation programmedetails of which are avaiIabIe on our webslte (www.wall fort. com).

After appointment a formal letter is issued to the independent directors outlininghis/her roles functions duties and responsibiIities forma t of which is availabIe on ourwebsite (www. wall fort. com).

Board evaluation

SEBI (Listing Obligations anti Disclosure Requirements) Regulations. 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

a) Board dynamics and relationships

b) Informationflows

o) Decisionmaking

d) Relationship with stakeholders etc.

The Companies Act 2013 states that an annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors. Schedule IV ofthe Companies Act. 2013 states that the performance of evaluation of independent directorsshall be done by the entire Board of Directors excluding the di rector be ing evaIuated.

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

Extract of Annual Return

in accordance with the provisions of Section 134(3)(a) of the Companies Act 2013. anextract of Annual Return in Form MGT-9 is appended as'Annexure C'to the Board's Report.

Corporate SociaI Responsibility [CSR]

In accordance with the provisions of Section 135 of the Companies Act 2013 thedetails with regards to CSR Expenditure incurred by the Company during the financial year2015-16 is annexed herewith as Annexure D’\ However the Company has not spent theentire amount as required as it was in search of avenues for incurring the same. The CSRpolicy of the Company is available on the website (www.wailfort.com).

Number of meetings of the Board

The Board met six times during the financial year the details of which are given inthe Corporate governance report and details as required under Standard 9 of SecretarialStandard 1 on Board Meetings are attached as "Annexure E". The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act2013.

Committees of the Board

Currently the Board has four committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee and theStakeholders' Grievance Committee.

The details of the committees of Board is as detailed in the Corporate governancereport which forms a part of the Annual Report.

Details of transactions entered by the Company with non-executive directors

During the year under review the Company has not entered into any transactions with thenon-executive directors apart from sitting fees paid to them for attending Board andCommittee meetings.

Particulars of loans guarantees orinvestments undersection 186 ofthe Companies Act2013

The Company has not given any loan guarantee or provided any security in connectionwith a loan to any other body corporate or person exceeding the specified limits mentionedunder section 186(2) of the Companies Act 2013.

Further details of investments made by the Company during the year under review form apart of the financial statements.

Related PartyTransactions

The details or Related Party Transactions entered into by the Company which are atArm's Length Price and in Ordinary Course of Business are provided in Notes to Accounts ofthe Financial Statements Further details of transactions at Arm's Length Price areannexed hereto in form AOC-2.

Further the Company does not have any holding and subsidiary Company and therefore therelated party disclosures as required to be given under Part A of Schedule V of SEBI(LODR) Regulations 2015 arc not applicable.

Particulars of remuneration to directors key managerial persons and employees

The ratio of the remuneration of each director to the median employee's remuneration asper Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of the BoardReport as "Annexure F".

Conservation of energy research and development technology absorption foreignexchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct. 2013 read with the Companies (Accounts) Rules 2014 are enclosed as "AnnexureG" to the Board's report.

Policy on director’s appointment and remuneration

The current policy of the Company is to have an optimum combination of both executiveand independent directors to maintain the independence of the Board and separate itsfunctions of governance and management. On March 31 2016 the Board consists of eightmembers four of which are executive whole-time directors and other fourare independentdirectors.

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications independence of director and other matters asrequired under Section 178(3) of the Companies Act 2013 is available on our website(www.wallfort.com) There has been no change in the policy since the last financial year.We avow that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies All our corporate governancepolicies are available on our web site (www. wall fort. com). The poIicies are re viewedperiodically by the Boardandupdatedbasedon need.

Listing Agreement

The Securities and Exchange Board of India ('SEBI') on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with a view toconsolidate and align the provisions of Listing Agreement for different segments ofcapital markets to ensure better enforceability. The said regulations became effective onDecember 1. 2015 and accordingly all the listed entities were entitled to execute the newlisting agreement within six months from the effective date.

The Company entered into the same with BSE Limited on February 2016.

Green initiatives

Electronic copies of the Annual Report 2015-16 and notice of the 21st Annual GeneralMeeting shall be sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies shall be sent in the permitted mode.

Corporate governance

Our Corporate governance philosophy: Your Company's philosophy on Corporate Governancehas been to ensure fairness to the shareholders with full transparency and to enhance andretain investor trust. We always seek to insure that our performance is driven byintegrity.

Our Corporate governance report for the financial year ended on March 31 2016 forms apart of this Annual Report.

Managementdiscussion and analysis

The report on management discussion and analysjs as per the SEB!(Lisling Obligationsand Disclosures Requirements) Regulations 2015 forms integral part of this AnnualReport.

Director's responsibility statement

in accordance with the provisions of Section 134(5) of the Companies Act 2013 thedirectors of the Company confirm that:

1. In the preparation of the Annual Accounts for the year ended 31 " March 2016the applicable Accounting Standards have been followed and there are no materialdepartures;

1 The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31" March 2016 and of theprofit and loss of the Company for the year ended as on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities

4. The di recto rs ha vo prepared the annual accounts on a going concern basis.

5. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Board of Directors of acknowledge the continued support and co-operation extendedby the statutory authorities. Government authorities bankers stock exchangestakeholders and employees of the Company.

By Order of the Board
For Wallfort Financial Services Limited
Sd/-
Ashok Bharadia
Chairman & Managing Director
Dale: 11 August 2016 (DIM-00407830)
Place Mumbai

FORM NO. AOC 2

(Pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules. 2014

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act. 2013 including certain arm’s length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Sr. No. Particulars Details
1 Name (s) of the related party & nature of relationship
Nature of contracts /arrangements! transaction
3 Duration of the contracts / arrangements / transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any
5 Justification for entering into such contracts or arrangements nr Iransactions' NIL
6 Date of approval by the Board
7 Amount paid as advances if any
8 Date on which the special resolution was passed in General meeting as required under first provison to se3ction 188

2 Details of contracts or arrangements or transactions at Arm’s length basis

Sr No Particulars

Details

Details

Details

Details

Details

Details

1. Name (s) of the- related party &nature of relationship

Mr. Aniket Bltaradia

Mr. Shrivallabh Bharadia

Ms Ritika Bharadia

Mr Pankaj Lahoti

Mr. Moolchan.d & -ahoti

As provided in notes to accounts

2. Nature of contracts /arrangements/ transaction

Payment of Remuner ation as Complaince Officer

Payment of Remuner ation for acting VP (Accounts)

Accounts Executive

Accounts Executive

Accounts Executive

Brokerage received from relates parties for Stock broking services provided

3. Duration of the contracts/arrangements/transaction

For financial year 2015-16

For financial year 2015-16

For financial year 2015-16

For financial year 2015-16

For financial year 2015-16

For financial year 2015-16

4. Salient terms of the contracts or arrangements or transaction including the

Remuner ation - INR 560000/- p.a

Remuner ation - INR 560000/- p.a.

Remuner ation - INR 382500/- p.a.

Remuner ation - INR 256500/- p.a.

Remuner ation - INR 253500/- p.a.

Brokerage received - As per notes to accounts

5. Justification for entering into such contracts or arrangement! or transactions'

Remuner ation paid for services rendered to the Company

Remuner ation paid for services rendered to the Company

Remuner aiion paid For services rendered to the Company

Remuner ation paid for services rendered to the Company

Remuner ation paid for services rendered to the Company

The Companyencaged in broking services which are provided to various clients as well as its related parties.

6. Date of approval by the Board

Not applicable as the transactions entered are at Arm's Length Price and in ordinay course of business as provided under Section 188(1) of the Companies Act 2013.

7. Amount paid as advances if any

NIL

NIL

NIL

NIL

NIL

NIL

 

By Order of the Board
For Wallfort Financial Services Limited
Sd/-
Ashok Bharadia
Date: 11"' August 2016 Chairman & Managing Director
Place: Mumbai (DIN - QG40733G)

"Annexure A"

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 of Managerial Personnel) Rules 2014]

To

The Members

Wallfort Financial Services Limited

I hove conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Wailfort Financial ServicesLimited (hereinafter referred to as 'the Company'). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/sfatutorvcompliances and expressing my opinion thereon.

Rased on my verification of the books papers minute books forms and returns filedand other records maintained by Ibe Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit l hereby report that in my opinion the Company has during the auditperiod covering the financial yearended on 31 March 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

I have examined the books papers minute bonks forms and returns filed and otherrecords maintained by Wailfort Financial Services Limited ("The Company") forthe period ended on 31:' March 2016 according to the provisions of:

I. The Companies Act. 2013 {the Act) and the Rules made thereunder.

II. The Securil ies Contracts (Regulation} Act 1956 (‘SCRA') and he Rules madethereunder:

ill. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder:

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment:

V. The following Regulations and Guidelines prescribed urder the Securities andExchange Board of India Act 1992 ('SEBI Act")

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

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

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during Audit period)

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines. 1399; (Not applicable to the Company duringAudit period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008: (Notapplicabletothe Company during Audit period)

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1933 regarding the Companies Act and dealing with client:(Not applicable to the Company during Audit period)

g) The Securities and Exchange Board oflndia (Delisting of Equity Shares) ReguIation s2009 and (Not applicable to the Company during Audit period)

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during Audit period)

I have also examined compliance with the applicable clauses of the following-

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI [Listing Obligation and Disclosure Requirements) Regulation 2015.

We further report that based on the representation made by the Comoany and itsOfficers in respect of systems and mechanism formed / followed by the Company and onexamination of the relevant documents and records ir pursuance thereof on lest checkbasis the following laws regulations directions orders are applicable specifically tothe Company:

a) SEBI (Stock-Brokere and Sub-Brokers} Regulations. 1992 as amended.

b) SEBI (Intermediaries) Regulations 2008 as amended.

c) SEBI (Depositories and Participants) Regulations. 1996. as amended.

During the period under review and as per representations and clarifications providedby the management.

I confirm that the Company has complied wilh the provisions of the Acts rulesregulations guidelines standards etc. mentioned above except that the Company has notappointed Company Secretary as Key Managerial Personnel as mandated u/s 203 of theCompanies Act 2013 and company secretary as compliance officer as required under SEBI(LODR) Regulations 2015.

I turner repor that compliance of applicable financial taws including Direct andindirect Tax laws by the Company has not been reviewed in this Audit since the same hasbeen subject to review by the Statutory Auditors end olher designated professionals.

I further reportthat:

- The Board of Directors of the Company is duly constituted with the proper balance ofExecutive Directors Non-Executive Directors and Non-Executive Independent Directorssubject tc the above observations. The changes in the composition of the Board ofDirectors that took piece during the period under review were carried outin compisaneewith the provisions of the Act.

- Adequate notice is given to all directors to schedule toe Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

- All decisions at Board Meeting were carried out unanimously.

1 further reportthat:

There are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.(further reportthat during the audit period;

There were no specific events/actions having a major bearing on the company's affairsin pursuance of the above referred laws. rules. regulations guidelines standards etc.

For Priti J. Sheth & Associates
Company Secretaries
Sd/-
Priti Sheth
CP Mo.: 551a
Date: 11" August. 2016 PCS.: 6833
Place; Mumbar

Annexure to the Secretarial Audit Report

To

The Members

Wallfort Financial Services Limited

CIN: L65920MH1994PLC0S2992

Our Secretarial Audit Report dated 11 "'August 2016 is to be read along with thisletter.

1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to make a report based on the secretarial records producedfor our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. Wc believe that the processes and practices we followed provide areasonable basis for our report

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company as it is taken care in the statutory audit.

4. We have obtained the Management's representation about the compliance of laws rulesand regulations and happening of events wherever required.

5. Compliance with the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management Our examination waslimited to the verification of procedures on test basis

6. This Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company

For Priti J. Sheth & Associates
Company Secretaries
Priti Sheth
CP No: 5513
FCS.: 6833
Date: 11 August 2016
Place: Mumbai

"Annexure B"

Auditors Certificate on Compliance with the Conditions of Corporate Governance

ATo the Members of Wallfort Financial Services Limited

We have examined the compliance of conditions of Corporate Governance by WallfortFinancial Services Limited for the year ended SV'March 2016 as stipulated in SEB!(LODR) Regulations 2015 (new listing regulations) of the said Company with the stockexchanges.

The compliance of conditions of corporate governance is the responsibility of themanagement. Our examination was limited to procedures and implementation thereof adoptedby the Company for ensuring the compliance of the conditions of corporate governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.

In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made by the directors and the management we certifythat the Company has complied in all material respects with the conditions of corporategovernance as stipulated in the new listing regulations except that it has not appointed aCompany secretary !o act as a Compliance officer.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

For Kochar & Associates
Chartered Accountants
FRN.: 105256W
P.S. Kochar
Partner
M. No. 106049
Place: Mumbai
Date: 11 August 2016

"Annexure D"

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

1. A brief outline of the Company's CSR Policy Policy Statement:

The management of the Company acknowledges the responsibilities to the communities inwhich the Company operates are essential to the long-term success of business and aredesirable to all its stakeholders. The Company aims to be recognized as an industry leaderin Corporate Responsibility and to this end has embarked on a journey of continuousimprovement.

The Company recog nizes the commitme nt for CSR beyond statutory requirement.

Scope of CSR Activities:

a) Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water:

b) Promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differentfy able and livelihoodenhancement projects;

c) Promoting genderequality empowering women setting up homes ana hostels for womenand orphans; setting up old age homes day care centers and such other facilities forsenior citizens and measures far reducing inequalities faced by socially and economicallybackward groups;

d) Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agro forestry conservation of natural resources and maintainingquality of soil air and water;

e) Protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional and handicrafts;

f) Measures for the bensfit of armed forces veterans war widows and their dependents;

g) Training to promote rural sports nationally recognized sports. Paralympics sportsand Olympic sports;

h) Contribution to the Prime Minister's National Relief Fund or any other fund sot upby the Central Government far socio-economic development and relief and welfare of theScheduled Caste the Scheduled Tribes other backward classes minorities and women:

i) Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government

j) Rural development projects.

2. COMPOSITION OF CSR COMMITTEE

Name Category
Mr Ajay Mantri (Chairman) Non Executive and Independent Director
Mr.Deepak Lahoti Executive Director and Promoter
Mr.Ashok Bharadia Managing Director and Promoter

3. Average net profit of the company for last three financial years: Rs. 94171 500/-

4. Prescribed CSR Expenditure (2% of the amount as in Item no. 3 above)' Rs.1883500/-

5. Details of CSR spent during the financial year:

(a) Total amount lobe spentforthefinanciaiyear: Rs. 1883500/-

(b) Totat amount spent during this financial year: Rs. 600000/-

(c) Manner in which the amount was spent during the financial year 2015-16:

CSR Project Activity identified Project in which the project is covered Project Programs : 1. Local Area or 2. Specify the State and district where projects or programs was undertaken Amount outlay (Budget project or program wise Amount spent on the project or programs Sub head: 1. Direct Expenditure on project and programme 2. ' Overheads Cumulative expenditure upto the reporting period Amount spent: Direct or through Implementi ng agnecy
1. Dilasa Foundation Eradication of hunger and poverty Eradication of hunger and poverty State of Maharashtra 400000 Direct Expense 400000 Through implemenbng agency Dilasa Foundation
2. The J.B. Petit High School for Girls Promotion of Education Mumbai City 200000 Direct Expense 200000 Direct

6. Responsibility Statement

We hereby affirm thatthe CSR policy as approved by the Board has been implemented andthe CSR committee monitors implementation of CSR projects and activities in compliancewith CSR objectives of the Company.

By Order of the Board

For Walffdrt Financial Services Limited

Sd/- Sd/-
Ashok Bharadia A jay Mantri
Date: 11August 2016 Chairman & Managing Directo Chairman of CSR Committee
Place: Mumbai (DIN - 00407830) (DIN - 01600060)

"Annexure E"

Disclosure as per Standard 9 of the Secretarial Standards-1 on Board meeting - Dates ofmeetings of Board and committees held during the financial year 2015-16 indicating thenumber of meetings attended by each Director

Board Meeting Dates 29 May 2015 30 July 2015 27 October 2015. 05 January 2016 29 January 2016 & 09 March 2016 (Total 6 Meetings)
Audit Commitee Meeting Dates 29. May 2015 30 July 2015 27 October 2015. 29 January 2016 and 09 March 2016 (Total 5 Meetings)
CSR Commitee Meeting Dates 05 October 2015
NRC Commitee Meeting Dates 29 May 2015 14 July 2015 05 October 2015 12 December 2015 (Total 4 Meetings)
Stakeholders Grievances' Commitee Meeting Dates 21 December 2015 18 January 2016 (Total 2 meetings)

Attendance of Directors at Meetings

Name of the Director Board mootings attended Audit Committee meetings attended NRC Committee meetings attended CSR Commitee meetings attended Stakeholders Grivanees Commitee meetings attendance
Ashok Bharadia 02 N.A. N.A. 01 02
Manoj Bharadia 03 04 N.A. N.A. N.A
Sangecta Bharadia 05 N.A. N.A. N.A. N.A
Vijay Gaggar* 02 N.A. 04 N.A. N.A.
Ajay Martin 05 05 04 01 02
Rilesh Cfiantfalia N.A. N.A. N.A. N.A. N.A.
Krishragopai Biyani 04 05 04 N.A. N.A.
Framed Gupte 04 04 N.A. N.A. N.A.
Deepak Laholi 06 N.A. N.A. 01 02

"Annexure F1'

PARTICULARS OF EMPLOYEES

Ratio of remuneration of each director to the median remuneration of employees of thecompany for the financial year 2015-16 percentage increase of remuneration of eachdirector and percentage increase in remuneration paid to whole-time directors:

Name of the Director/KMP Designation Total Remuneration paid in F.Y. 2015 - 2016. Ratio of remuneration of director to the median remuneration % Increase in remuneration
Ashok Bharadia Managing Director 650000 2.97 10000%
Dnepak l.ahoti Whole-Time Director & CFO 720000 3.29 37.14%
Manoj Bharadia Whole-Time Director 700000 3.19 86.07%
Sangeeta Bharadia Director Nil Nil Nil
Krishnagopal Biyani Independent Director Nil Nil Nil
Pramod Gupte independant Director Nil Nil Nil
Ritesh Chandalia Independant Director Nit Nil Nil
Ajay Mantri independent Director Nil Nif Nil

*Mr. Ashok Bharadia was not paid any remuneration for the last financial year 2014-15

• Percentage of increase in the median remuneration ofthe employees forthefinancial year-17.66%.

• No. of permanent employees on the role of the Company: 64

• Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for Increase in the managerial remuneration: Medianincrease in remuneration of employees and that of directors /KMP is as provided aboveFurther the Company has adopted a Nomination and Remuneration Policy and based upon therecommendation of Nomination and Remuneration Committee the Board of Directors review andincrease the remuneration of Directors / KMP's and Employees

• The Board of Directors hereby affirm that the remuneration is as per theremuneration policy of the company

• Statement of Top 10 Employees as required under Rule 5(2) of Companies(Appointment & Remuneration) Rules2014 asamendedtill date :

Employe Name Designation Remuneration report Nature of Employment Qualification &experience Date commence employe of Age Previous employ ment equity shares held Relationship with any director manager
Sandeep Jangir Senior Manager 1185000 Permanent CA 12th Oct 2010 35 Angal Broking Way 2Wealth Ltd
Jigisha K Jaini keseorth Analyst 842221 Permanent CA/MBA-10+ years 8th Jan 2015 34 -
Abhishek Maheshwari Soles 550000 Permanent Gradate 5 years + 1st Jan 2015 25 -
Anikei Bharadia Compliance officer 560000 Permanent MBA 5 years + 1st Oct2013 25 - Son of Ashok Bharadia
Shrivallabh Bharadia VP (Accountas) 560000 Permanent Under Graduate 30Yrs 1st April 2014 56 -
Pratik Bharadia Manager 560000 Permanent Under Graduate 5yr+ 1st April 2014 25 - -
Kalpesh Gothi Research Analyst 548174 Permanent MS CFA 14th Aug 2008 30 -
Shekhar More Anountant 545162 permanent Post Graduate 15 yrs 1st July 2002 35
Vijay Bharadia VP Institution: 440000 Permanent Gradute 10 Yrs + 1st April 2005 35 - 052 Cousin
Sunil Bharadia VP (DP) 440000 Permanent Graduate 10 Yrs + 1st June 2016 44 - Cousin

By Order of the Board

For Wallfort Financial Services Limited

Date: 11th August 2016

Place Mumbai

Ashok Bharadia

Chairman & Managing Director

(DIN - 00407830)

‘‘Annexure G"

Particulars in regards to Conservation of energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to the Companies(Account) Rules 2014.

(A) Conservation of energy

i. The steps taken or impact on conservation of energy: As the Company is not engagedin any manufacturing activity the conservation of energy is relatively low. And companytakes reasonable steps to conserve energy.

ii. The steps taken by the company for utilizing alternates source of energy: NIL iii.The Capital Investment on energy conservation equipments: NIL

(B) Technology absorption

i The efforts made towards technnology absorption: NIL

ii The benefits derived like product improvement cost reduction product development orimport substitution: NIL

iii. In case of imported technology (imported during last three years reckoned frombeginning of financial year)

(a) Details of technology imported: Nil

(b) Yearof import:Nil

(c) Whether technology has been fully absorbed: Nil

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil

Iv. The expenditure incurred on Research and Development: NiI (C) Foreign exchangeearnings and outgo

i. The Earnings in foreign Exchange during thefinancial year2015-16: NIL ii The outgoin foreign exchange during the financial year 2015-16:4.84 Lacs.

By Order of the Board
For Wallfort Financial Services Limited
Sd/-
Ashok Bharadia
Date: 11th August 2016 Chairman & Managing Director
Place: Mumbai (DIN -00407830)