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Wealth First Portfolio Managers Ltd.

BSE: 532269 Sector: Financials
NSE: WEALTH ISIN Code: INE658T01017
BSE 05:30 | 01 Jan Wealth First Portfolio Managers Ltd
NSE 05:30 | 01 Jan Wealth First Portfolio Managers Ltd

Wealth First Portfolio Managers Ltd. (WEALTH) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the 17th Annual Report and the Company'sAudited Financial Statement for the financial year ended 31st March 2019.

1. FINANCIAL RESULT

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

(Amount in Rs. Lakh)

Standalone Consolidated
Particulars Year ended Year ended Year ended Year ended
31-3-2019 31-3-2018 31-3-2019 31-3-2018
Profit / (Loss) before tax 918.16 1066.32 922.79 1064.93
Less: Depreciation on Account of Change in Method NIL NIL NIL NIL
Less: Provision for Taxation
Current Tax 215.00 190.00 216.20 190.00
Deferred Tax (1.50) 0.08 (1.50) 0.08
Short Provision of tax in earlier year - - - -
Profit/ (Loss) after tax 704.66 876.25 708.09 874.86
Add: Balance in Securities 2054.39 1274.99 2051.45 1273.44
Premium Account Surplus in P & L and Balance in General Reserve Brought Forward
Balance Carried to Balance Sheet 2759.05 2151.24 2759.54 2148.30

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the Financial Year 2018-19 the Company's operations resulted into totalrevenues of C33123.81 Lakhs as compared to previous year's revenue of C22445.24 Lakhswhich resulting in the increase of approx 47.58% over last year and Profit before tax hasbeen decreased from C1066.32 Lakhs to C918.16 Lakhs (approx 13.89%) due to increase intotal expenses.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

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 finaldividend of C1.00/- per equity share i.e. 10% of face value of C10/- each for thefinancial year ended on March 31 2019 subject to the Shareholders approval at the ensuingAnnual General Meeting.

The Company has paid Dividend of C1.00/- per equity share during previous financialyear ended on March 31 2018.

5. TRANSFER TO RESERVES:

No amount from the net profit for the F.Y. 2018-19 under review is proposed to becarried to General Reserves. No amount from the net profit was transferred to reserve inthe F.Y 2017-18.

6. SHARE CAPITAL:

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

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 1 (One) Subsidiary as on March 31 2019. Details of the SubsidiaryCompany 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 Capitol House 10 Paras-II Near Campus Corner Prahaladnagar Anandnagar Ahmedabad-380015 U74999GJ2016PTC093213 Subsidiary 100 2 (87) (ii)

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 a statementcontaining the salient features of the Company's Subsidiary in Form AOC-1 is attached tothe Director's Report of the Company.

There are no associate companies or joint venture companies within the meaning ofSection 2 (6) of the Companies Act 2013. There has been no material change in the natureof the business of the subsidiary.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

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

9. PUBLIC DEPOSITS:

There were no public deposits accepted during the financial year or any amount ofprincipal or interest thereof was outstanding in terms of Sections 73 and 74 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 for thefinancial year ended on 31st March 2019.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company is requiredto file with the Registrar of Companies (ROC) requisite returns in Form DPT -3 foroutstanding receipt of money/loan by the Company which is not considered as deposits.

The Company has already filed the Form DPT 3 (One time) and DPT 3 (Annual Return forthe March 2019) and complied with these requirements within the prescribed timelines.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF THE REPORT:

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

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

The Board of Directors has formulated the Nomination and Remuneration Policy of yourCompany. The salient aspects covered in the Nomination and Remuneration Policy coveringthe policy on appointment and remuneration of Directors including criteria for determiningqualifications positive attributes independence of a director and other matters. Thesame has been uploaded on website of the Company www. wealth-firstonline.com Salientfeature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

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

b) The Company shall not appoint or continue the employment of any person as Whole-TimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its Managing Director orWhole-Time Director for a term not exceeding five years at a time. No re-appointment shallbe 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 onthe Board of the

Company and will be eligible for re-appointment on passing of a Special Resolution bythe Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe 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 otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel 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 applicableprovisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

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

(vi) BOARD DIVERSITY:

The Board shall consist of such number of Directors including at least one womenDirector and not less than fifty percent of the Board of Directors comprisingnon-executive directors as is necessary to effectively manage the Company of its size.

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

The Committee will lead the process for Board appointments. All Board appointments willbe 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 ManagerialPersonnel and Senior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director/ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade 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 ofsitting fees shall be subject to limits as provided under the Companies Act 2013 andrules made there under or any other enactment for the time being in force and as may bedecided by the Board in consultation with Non-Executive/ Independent Director. Providedthat 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 andwhen it deems necessary. This Policy may be amended or substituted by the Nomination andRemuneration Committee or by the Board as and when required and also by the ComplianceOfficer where there is any statutory changes necessitating the change in the policy.

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 perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board diversity policy which sets out the approach to diversity ofthe Board of Directors.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: APPOINTMENT

There was no Director or Key Managerial Personnel appointed during the year underreview.

RE-APPOINTMENTS

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

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

RESIGNATION

There was no case of cessation in the board of directors and Key Managerial Personnelduring the year under review.

CHANGE IN DESIGNATION

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

14. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

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

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they meet the criteria of independenceas prescribed under Section 149(6) of Companies Act 2013 read with the Schedules andRules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

16. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading

Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by employees and to maintain the highest ethical standards of dealing in Company'sShares.

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

17. COMMITTEES OF THE BOARD:

As on March 31 2019 the Board of Directors has following committees: a. AuditCommittee b. Nomination and Remuneration Committee c. Stakeholder's Relationship Committeed. Corporate Social Responsibility Committee e. Compensation Committee

AUDIT COMMITTEE

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

Name of Member Status Nature of Directorship
Mr. Rajan Mehta Chairman Independent Director
Mr. Ashish Shah Member Managing Director
Ms. Binal Gandhi 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 ofits financial information to ensure that the financial statements are correct suficientand credible.

Recommending to the Board the appointment reappointment and if requiredthe replacement or removal of the statutory auditor terms of appointment and the _xationof audit fees.

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

Reviewing with the management the annual financial statements beforesubmission to the Board for approval with particular reference to: a. Matters requiredbeing included in the Directors Responsibility Statement to be included in the Board'sReport 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 and reasons for the same. c. Majoraccounting 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 relating to financial statements. f.Disclosure of any related party transactions. g. Modified opinion(s) in the draft auditreport.

Reviewing with the management the half yearly and annual financialstatements before submission to the board for approval.

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

Reviewing with the management performance and independence of statutoryand internal auditors adequacy of internal control systems and effectiveness of auditprocess.

Approval or any subsequent modification of transactions of the listed entitywith related parties.

Scrutiny of inter-corporate loans and investments.

Valuation of undertakings or assets of the listed entity wherever it isnecessary.

Evaluation of internal financial controls and risk management systems.

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

Discussion with internal auditors on any significant findings and follow upthere on.

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

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

To look into the reasons for substantial defaults in the payment to thedepositors 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 sameis existing.

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

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

Carrying out any other function as is mentioned in the terms of reference ofthe audit committee.

Reviewing the utilization of loans and/ or advances from/ investment by theholding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size ofthe subsidiary whichever is lower including existing loans / advances / investmentsexisting as on the date of coming into force of this provision.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2018-19 four meetings were held on 29/05/2018 18/08/201812/11/2018 and 01/03/2019. The attendance records of the members are as follows:

No of Meetings

Name of the Member Held/ Entitled Attended
Mr. Rajan Mehta (Chairman) 4 4
Mr. Ashish Shah (Member) 4 4
Ms. Binal Gandhi (Member) 4 2

Mr. Rajan Mehta Chairman of the Audit Committee was present at the last AnnualGeneral Meeting held on September 21 2018.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of Section 178 of the Companies Act 2013 and as per Regulation 19 of theSEBI (Listing Obligation and Disclosure Requirements) 2015. The composition of Nomination& Remuneration Committee is given below:

Name of Member Status Nature of Directorship
Ms. Binal Gandhi Chairman Independent Director
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:

Formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to the board of directors a policyrelating to the remuneration of the directors key managerial personnel and otheremployees.

Formulation of criteria for evaluation of performance of independentdirectors and the board of directors.

Devising a policy on diversity of board of directors.

Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe board of directors their appointment and removal.

Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors.

Recommend to the board all remuneration in whatever form payable tosenior management.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2018-19 one meeting was held on 18/08/2018. The attendancerecords of the members are as follows:

No of Meetings

Name of the Member Held / Entitled Attended
Ms. Binal Gandhi (Chairman) 1 0
Mr. Devanshu Mehta (Member) 1 1
Mr. Rajan Mehta (Member) 1 1

Details of Remuneration paid to all the Directors

The details of remuneration paid to the Directors of the Company during the financialyear 2018-19 are as under:

Directors

Remuneration paid/payable during 2018-19 (in `)

Shares held by Non-Executive
Salary & Perks Commission Total Directors
Mr. Ashish Shah 3900000 NIL 3900000 N.A
Ms. Hena Shah 1625000 NIL 1625000 N.A
Mr. Rajan Mehta NIL NIL NIL NIL
Mr. Devanshu Mehta NIL NIL NIL NIL
Ms. Binal Gandhi NIL NIL NIL NIL
TOTAL 5525000 0 5525000 0

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with theprovisions 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 StakeholderRelationship 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 are as under:

Resolving the grievances of the security holders of the listed entityincluding complaints related to transfer/ transmission of shares non-receipt of annualreport non-receipt of declared dividends issue of new/duplicate certificates generalmeetings etc.

Review of measures taken for effective exercise of voting rights byshareholders.

Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.

Review of the various measures and initiatives taken by the listed entityfor reducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the company.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2018-19 four meetings were held on 29/05/2018 18/08/201812/11/2018 and 01/03/2019. The attendance records of the members are as follows:

No of Meetings

Name of the Member Held/Entitled Attended
Mr. Devanshu Mehta (Chairman) 4 4
Ms. Hena Shah (Member) 4 4
Mr. Rajan Mehta (Member) 4 4

Mr. Devanshu Mehta Chairman of the Stakeholder Relationship Committee was present atthe last Annual General Meeting held on September 21 2018.

There were no pending complaints/transfers as on March 31 2019 and also there were nocomplaints which were not resolved to the satisfaction of Shareholders. The summary ofstatus of complaints/request received disposed and pending as on March 31 2019 is asunder:

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 itsinformation. All Share transfer and correspondence thereon are handled by the Company'sRegistrars and Share Transfer Agents viz. Bigshare Services Private Limited A/802Samudra Complex Near Klassic Gold Girish Cold Drink C.G. Road Ahmedabad-380009Telephone:- 079-40024135 E-mail ID: bssahd@bigshareonline.com.

Compliance officer:

Mr. Aayush Shah has been appointed as the Compliance Officer as required by theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. He has been entrusted with the task of overseeing the Share Transferwork done by the Registrars and Share Transfer Agents and attending to grievances of theShareholders and Investors intimated to the Company directly or through SEBI or StockExchanges. There are no pending legal matters in which the Company has been made a partybefore any other Court(s)/ Consumer Forum(s) etc. on Investors grievances.

CORPORATE SOCIAL RESPONSIBILITTY COMMITTEE

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

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

TERMS OF REFERENCE:

Formulate and recommend to the Board a Corporate Social ResponsibilityPolicy which shall indicate the activities to be undertaken by the company as specified inSchedule VII of Companies Act 2013;

Recommend the amount of expenditure to be incurred on the activities to beundertaken by the company as specified in Schedule VII of Companies Act 2013;

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

Adhere to Section 135 of the Companies Act 2013 & Companies (CorporateSocial Responsibility Policy) Rules 2014 (including any statutory modificationsamendments or re-enactments thereto for the time being in force).

All other activities as informed or delegated by the Board of Directors fromtime to time.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2018-19 two meetings were held on 18/08/2018 and 01/03/2019.The attendance records of the members are as follows:

No of Meetings

Name of the Member Held/ Entitled Attended
Mr. Ashish Shah (Chairman) 2 2
Ms. Hena Shah (Member) 2 2
Mr. Devanshu Mehta (Member) 2 2

COMPENSATION COMMITTEE

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

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

TERMS OF REFERENCE:

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

To formulate draft offer document for Wealth First Employee Stock OptionScheme 2017.

MEETINGS HELD AND ATTENDANCE

During the Financial year 2018-19 one meeting was held on 01/03/2019. The attendancerecords of the members are as follows:

Name of the Member Held/ Entitled Attended
Ms. Binal Gandhi (Chairman) 1 1
Mr. Devanshu Mehta (Member) 1 1
Mr. Rajan Mehta (Member) 1 1

18. BOARD OF DIRECTORS AND THEIR MEETINGS:

As on March 31 2019 the Board comprised of 5 (Five) Directors out of which Two (2) areExecutive Directors and Three (3) are Independent Directors. The Board also consists oftwo Women Director. The composition of the Board is in conformity with the Companies Act2013 and the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. There were 5 Board Meetings held on 29/05/201818/08/2018 21/09/2018 12/11/2018 and 01/03/2019 during the financial year 2018-19. Thetime gap between the two meetings was in accordance with the requirements. All theinformation required to be furnished to the Board was made available along with detailedAgenda.

ATTENDANCE OF DIRECTORS:
Name of Directors 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 5 Yes
Mr. Devanshu Mehta 5 5 Yes
Mr. Rajan Mehta 5 4 Yes
Ms. Binal Gandhi 5 2 No

Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) ofthe Companies Act 2013 and Regulation 25 of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 a meeting of theIndependent Directors of the Company was held on 1st March 2019 without the attendance ofNon-Independent Directors and members of the management. In said meeting IndependentDirectors 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 theviews of Executive Directors and Non- Executive Directors;

The quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably 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 theprovisions of Section 134(3)(C) read with Section 134 (5) of the Companies Act 2013 inthe preparation of annual accounts for the year ended on 31st March 2019 and state that:i. In the preparation of the annual accounts for the year ended March 31 2019 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same; ii. The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of the affairs of the company as at March 31 2019and of the profit of the company for the year ended on that date; iii. The Directors hadtaken proper and suficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; iv. The Directors hadprepared annual accounts on a ‘going concern' basis. v. The Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and vi. The Directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch 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 inaccordance 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. The extract is also uploaded on the website ofthe Company www.wealth-firstonline.com.

21. PARTICULARS OF EMPLOYEES:

During the year under review there was no employee who has drawn remuneration inexcess of the limits set out under section 197 (12) of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and Disclosures pertaining to remuneration and other details as required underSection 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment andRemuneration 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 (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Board of Directors has adopted the Corporate Social Responsibility (CSR) Policy foryour Company pursuant to the provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 based on therecommendation of the CSR Committee. The CSR Policy is available on the Website of theCompany www.wealth-firstonline.com. The composition of CSR Committee is disclosed in theDirector's Report.

A brief outline of the CSR Policy of the Company the CSR initiatives undertaken duringthe financial year 2018-19 together with the progress thereon and the Annual Report on CSRActivities as required by the Companies (Corporate Social Responsibility Policy) Rules2014 are set out in "Annexure C" to this Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2018-19 all transactions entered into with the RelatedParties 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 SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 were in the ordinary course of business and on arm's length basis. Policy on RelatedParty Transaction is available in the Company's Website www.wealth-firstonline.com.

During the financial year 2018-19 there were no transactions with related partieswhich can be qualified as material transactions under the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. Accordingly thedisclosure of related party transactions as required under Section 134(3) (h) of theCompanies 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 theCompanies Act 2013 form part of the notes to the financial statements.

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

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

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

27. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriateavenues to the employees to bring to the attention of the management the concerns aboutany unethical behavior by using the mechanism provided in the Policy. In cases related tofinancial irregularities including fraud or suspected fraud the employees may directlyapproach the Chairman of the Audit Committee of the Company. We confirm that no directoror employee has been denied access to the Audit Committee during FY 2018-19. The Policyprovides that no adverse action shall be taken or recommended against any employee inretaliation to his/her disclosure if any in good faith of any unethical and improperpractices or alleged wrongful conduct. This Policy protects such employees from unfair orprejudicial treatment by anyone in the Company. The policy is available on the Company'sWebsite www.wealth-firstonline.com

28. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules framedthereafter 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 Companyheld on 27th of September 2017 till the conclusion of 20th Annual General Meeting to beheld in the year 2022.

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

Therefore the resolution for ratification of Appointment of Statutory Auditors M/sRajpara Associates Chartered Accountants has not been provided for the approval of theShareholders and not formed as a part of Notice of the 17th AGM of the Company.

29. FRAUDS REPORTED BY AUDITORS:

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

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

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

31. 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 hasappointed M/s. Kunal Sharma & Associates Company Secretary in Practice to conduct theSecretarial Audit for the financial year 2018-19. Secretarial Audit Report forms anintegral part of this Report is attached as "Annexure D".

32. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

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

33. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with itsactivities. The Board has adopted the policies and procedures for ensuring the orderly ande_cient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

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

35. OTHER CORPORATE GOVERNANCE DISCLOSURES: A. GENERAL BODY MEETINGS:

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

Annual General Meeting Date and Time Venue Details of Special Resolutions passed
16th Annual General Meeting (2017-18) 21st September 2018 at 4.00 P.M. At the Registered Office of the Company situated at Capitol House 10 Paras-II Near Campus Corner Prahaladnagar Anandnagar Abd-380015 (i) To increase in Authorized Share Capital and alteration in Memorandum of Association of the Company
15th 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-II 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.
(iii) Provisioning of Money to ‘Wealth First Employee Welfare Trust'.
(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-II Near Campus Corner Prahaladnagar Anandnagar Abd-380015 (i) Revision in the remuneration of Managing Director.

Postal Ballot

No resolution was passed through Postal Ballot during the Financial Year 2018-19. Noneof the businesses proposed to be transacted in the ensuing Annual General Meeting requirepassing of resolution through Postal Ballot.

B. GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting: Date time and venue:

17th Annual General Meeting on September 24 2019 at 12.00 P.M at the Registered Officeof the Company situated at Capitol House 10 Paras-II Near Campus Corner PrahaladnagarAnandnagar Ahmedabad-380015

Date of Book Closure/ Record Date: 17th September 2019.

Dividend Payment date:

Within 30 days of date from the date of 17th Annual General Meeting.

Corporate Identification Number (CIN):

The CIN of the Company allotted by Ministry of Corporate Affairs Government of Indiais L67120GJ2002PLC040636.

Listing on Stock Exchange(s):

The Equity Shares of the Company are listed on the NSE Limited (NSE) Exchange PlazaPlot No. C/1 G Block Bandra-Kurla Complex Bandra (E) Mumbai-400051. Telephone:022-25045300 Fax: 022-25045299. The Company confirms that the Annual Listing Fees to thestock 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 March 31 2019 are as under:

Month/ Year No. of Shares National Stock Exchange Limited (NSE)
Traded High (Rs.) Low (D )
Apr-2018 36000 135.00 100.00
May-2018 30000 188.00 136.00
Jun-2018 21000 169.20 152.55
Jul-2018 39000 145.35 132.00
Aug-2018 12000 161.70 139.75
Sep-2018 36000 180.00 168.00
Oct-2018 9000 167.50 151.20
Nov-2017 18000 145.00 138.00
Dec-2018 21000 142.00 140.00
Jan-2019 0 140.00 140.00
Feb-2019 6000 133.00 130.00
Mar-2019 3000 136.50 136.50

Registrars and Share Transfer Agents:

M/s Bigshare Services Private Limited is the Registrar and Share Transfer Agents of theCompany. The Contact details are as follows: Bigshare Services Private Limited ContactPerson Name: Mr. Paresh Dave (Senior Manager) Address: A/802 Samudra Complex NearKlassic Gold Girish Cold Drink C.G. Road Ahmedabad – 380009 Telephone:079-40024135 Email ID: bssahd@bigshareonline.com Website: www.bigshareonline.com

Distribution of Share:

Distribution of shareholding as on March 31 2019:

Category No. of Shareholders % to Total No. of Shareholders No. of Shares % to Total Shares
Shares
1-3000 172 70.49 513150 8.03
3001-6000 29 11.89 174000 2.72
6001-9000 8 3.28 72000 1.13
9001-12000 3 1.23 36000 0.56
12001-15000 6 2.46 90000 1.41
15001-18000 8 3.28 144000 2.25
18001-30000 6 2.46 152000 2.38
30001-48000 4 1.64 144000 2.25
48001-99000 3 1.23 239000 3.74
99000 & above 5 2.04 4828850 75.53
Total 244 100.00 6393000 100.00

(Note: Minimum Lot Size of the Company is 3000 Equ. Shares)

Dematerialization of Shares:

The shares of the Company are available for dematerialization (holding of shares inelectronic 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. Ason March 31 2019 total 6393000 Equity Shares comprising of 100% of Paid-up Capital ofthe 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 Portfolio Managers Ltd The Compliance Officer Bigshare Services Pvt. Ltd
Capitol House 10 Paras-II Near Campus Wealth First Portfolio Managers Ltd A/802 Samudra Complex Near Klassic Gold
Corner Prahaladnagar Anandnagar Abd- Capitol House 10 Paras-II Near Campus Girish Cold Drink C.G. Road Ahmedabad –
380015 Corner Prahaladnagar Anandnagar Abd- 380009
Telephone: 079-40240000 380015 Telephone:- 079-40024135
Email ID: info@wealthfirst.biz Telephone: 079-40240000 Ext: 209 Email ID: bssahd@bigshareonline.com
Website: www.wealthfirstonline.com Email ID: cs@wealthfirst.biz Website: www.bigshareonline.com

C. DISCLOSURES:

The Board has received disclosures from Directors and/or key managerialpersonnel relating to material financial and commercial transactions where they and/ortheir relatives have personal interest. There are no materially significant related partytransactions which have potential con_ict 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 enteredafter approval from the board in accordance with the requirements of the Companies Act2013 and interested directors did not participate in the discussions or proceedings of theagenda of such transaction and the remaining boards of directors have approved thetransaction unanimously.

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

Through the Whistle Blower Policy the Company takes cognizance ofcomplaints made and suggestions given by the employees and others. Even anonymouscomplaints are looked into and whenever necessary suitable corrective steps are taken. Noemployee of the Company has been denied access to the Audit Committee of the Board ofDirectors of the Company. The Company periodically reviews and reporting to the Board ofDirectors of risk assessment by senior executives with a view to minimize risk.

The Compliance Officer is responsible for compliances in respect of CompanyLaw SEBI Stock Exchange rules and regulations and other related laws and legal issues ingeneral.

The Company does not have any material subsidiaries.

Disclosure of commodity price risks and commodity hedging activities is notapplicable to the Company.

D. RECONCILIATION OF SHARE CAPITAL

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

Bifurcations of holding of Shareholders in Depositories as on March 31 2019 are givenas below:

Category Record Shareholding as on March 31 2019 % of Capital
Shares in Demat mode with NSDL 89 549000 8.59
Shares in Demat mode with CDSL 155 5844000 91.41
Shares in Physical 0 0 0
TOTAL 244 6393000 100

E. GREEN INITIATIVE:

As a responsible corporate citizen the Company welcomes and supports the 'GreenInitiative' taken by the Ministry of Corporate Affairs Government of India (MCA) by itsrecent Circulars enabling electronic delivery of documents including the Annual ReportHalf Yearly results etc. to shareholders at their e-mail address previously registeredwith the Depository Participants (DPs)/Company/Registrars & Share Transfer Agents.Shareholders who have not registered their e-mail addresses so far are requested toregister their e-mail addresses. Shareholders can register their e-mail address with theirconcerned DPs.

F. UNCLAIMED DIVIDEND:

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

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

G. COMPLIANCE CERTIFICATE:

The requirement for compliance with Corporate Governance regulations in terms ofSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable to the Company hence Auditors Certificate forcompliance of Corporate Governance in that context is not applicable.

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

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

37. CEO & CFO CERTIFICATION:

Certificate from Mr. Ashish N. Shah Managing Director and Mr. Manish D. Kansara ChiefFinancial Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the financial year 2018-19 was placedbefore the Board of Directors of the Company at its meeting held on May 3 2019.

38. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors and Members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives sta_ and workers.

FOR AND ON BEHALF OF

WEALTH FIRST PORTFOLIO MANAGERS LIMITED

Ashish Shah Hena Shah

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

(DIN : 00089075) (DIN : 00089161)

DATE: 21/08/2019

PLACE: Ahmedabad

Registered Office:

Capitol House 10 Paras-IINear Campus Corner

Prahaladnagar Anand Nagar Ahmedabad-380015

Telephone: 079-40240000

Email ID: info@wealthfirst.biz

Website: www.wealth-firstonline.com

CIN: L67120GJ2002PLC040636