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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 16th Annual Report and the Company'sAuditedFinancialStatementforthefinancialyear ended 31st March 2018.

1. FINANCIAL RESULT:

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

(In Lakhs)
Particulars Standalone Consolidated
Year ended 31-3-2018 Year ended 31-3-2017 Year ended 31-3-2018 Year ended 31-3-2017
Profit / (Loss) before tax 1066.32 601.29 1064.93 599.74
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 1274.99 836.12 1273.44 836.12
Balance in General Reserve Brought Forward
Balance Carried to Balance Sheet 2151.24 1317.89 2148.30 1316.34

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total Income during the year has increased from C19917.88 Lakhs to C22445.24Lakhs (approx 12.69%) over last year and Profit before tax has increased fromC601.29 Lakhsto C1066.32 Lakhs (approx 77.34%) due to increase in total revenue.

3. CHANGE IN THE NATURE OF INTEREST IF

There are no material changes in the nature of business 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 31st March 2018.

The Company has paid Dividend of C1.00/- per equity share during previous financialyear 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 becarried to General Reserves. An amount of C46.29 Lakhs from the netprofitwas transferredto reserve in the F.Y 2016-17.

6. SH ARE CAPITAL:

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL during 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) EMPL OYEE STOCK OPTION

During the year the Company has approved Wealth First Employee Stock OptionScheme 2017 through Trust Route in the 15th AGM of the Company held on 27th of September2017 to issue upto 300000 Equity Shares in aggregate to the present and futureemployees of the Company.

E) ISSUE OF EQUITY SHARES

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

7. DE TAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company has 1 Subsidiary as on March 31 2018. There are no associate companies orjoint 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 statementcontaining the salient features of the Company's subsidiaries in Form AOC-1 is attached tothe 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 Capitol House 10 Paras-II Near Campus Corner Prahaladnagar Anandnagar Ahmedabad-380015 U74999GJ2016PTC093213 Subsidiary 100 2 (87) (ii)

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 or any amount of principalor interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014 for the financial yearended on 31st March 2018.

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 position of the Company occurredbetween the end of the financial year to which this financial statement relates and thedate 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 attributes independence of a director and other matters. The year samehas 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 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 to decide whether qualification expertise and experiencepossessed by a person are sufficient or satisfactory for the concerned position. b) TheCompany shall not appoint or continue the employment of any person as Whole-Time Directorwho has attained the age of seventy years. Provided that the term of the person holdingthis 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 shallmade earlier than one year before the expiry of term. b) Independent Director:

An Independent Director shall hold office for to five consecutive years on the Board ofthe 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 other applicable Act rules and regulations there under the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules 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:

Remuneration to Managing Director Whole-Time Director Executive Key ManagerialPersonnel and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc.to be paid to Director/Managing Director etc. shall be governed as per provisions of theCompanies Act 2013 and rules made there under or any other enactment for the time beingin force. b) Remuneration to Non-Executive/ Independent Director: The Non-ExecutiveIndependent Director may receive remuneration/ compensation/commission as per theprovisions of the Companies Act 2013. The amount of sitting fees shall be subject tolimits as provided under the Companies Act 2013 and rules made there under or any otherenactment for the time being in force and as may be decided by the Board in consultationwith Non-Executive/ Independent Director. Provided that Non-Executive IndependentDirectorsare 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

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 theCompany and her appointment is also approved by the Shareholders in the 15th AnnualGeneral meeting of the Company dated on 27th of September 2017 for period of 5 yearsw.e.f 28th of August 2017.

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 Mr. Ashish Navnitlal Shah (DIN: 00089075) Managing Directorof the Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at theensuing Annual General Meeting. The brief resume of Mr. Ashish N. Shah and other relatedinformation 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 resignedfrom the office of Board of Directors of the Company due to pre-occupation and permanentshifting to Abroad w.e.f 28th of August 2017 and the same has been considered noted andtaken 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-designatedMs. Hena Ashish Shah (DIN: 00089161) as Whole-Time Director from Executive Director in themeeting held on 28th of August 2017and the same has been approved by members in the 15thAnnual General Meeting of the Company dated on 27th of September 2017 for a period of 5years 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 conducted based on the criteriaand 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 31st March 2018 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
Mr. Harish Gandhi was (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 itsfinancial information to ensure that the financial statements are correct sufficient andcredible.

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

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

Reviewing with the management the annual financial statements before submission tothe Board for approval with particular reference to: a. Matters required being includedin the Directors Responsibility Statement to be included in the Board's Report in terms ofClause C of sub-section 3 of Section 134 of the Companies Act2013. b. Changes if any inaccounting policies and practices and reasons for the same. c. Major accounting entriesinvolving estimates based on the exercise of judgment by management. d. Significantarising out of audit findings e. Compliance with listing and other legal requirementsrelating to financial statements. f. Disclosure of any related party transactions. g.Qualifications in the draft audit

• Reviewing with the management the half yearly and annual financial statementsbefore 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 of statutory and internal auditorsadequacy of internal control 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 follow up there on.

Reviewing the finding of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems 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 same isexisting.

• 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 actions inthe case of repeated frivolous complaints against any Director or Employee.

MEETINGS HELD AND ATTENDANCE adjustments made in the financial statements

During the Financial year 2017-18 four meetings were held on 04/05/2017 28/08/201727/10/2017 and 23/02/2018. The attendance records of the members are as follows:

Name of the Member No of Meetings
Held/ Entitled Attended
Mr. Rajan B. Mehta (Chairman) 4 3
Mr. Ashish N. Shah (Member) 4 4
Mr. Harish V. Gandhi (Member) 2* 0
(Till 28th August 2017)
Ms. Binal P. Gandhi (Member) 3* 1
(w.e.f 28th August 2017)

* (Including the date of meeting in which appointment/ resignation has been made.)

Mr. Rajan B. Mehta Chairman of the Audit Committee was present at the last AnnualGeneral Meeting held on 27th September 2017.

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
Mr. Harish Gandhi (Till 28th August 2017) Chairman Independent Director
Ms. Binal Gandhi (w.e.f. 28th of August 2017) 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:

• To recommend to the Board the remuneration packages of the Company'sManaging/Joint Managing/Whole time /Executive Directors including all elements ofremuneration package (i.e. salary benefits bonuses perquisites commissionincentives stock options pension retirement benefits details of fixed components andperformances 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 ofDirectors and on behalf of the shareholders with agreed terms of reference the Company'spolicy 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 statutorycontractual 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
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.)

Ms. Binal P. Gandhi Chairman of the Nomination and Remuneration Committee was presentat the last Annual General Meeting held on 27th September 2017.

Details of Remuneration paid to all the Directors

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

Remuneration paid/payable during Shares held by Non- Executive Directors
Directors Salary& Perks Commis- sion Total
Mr. Ashish Shah 3000000 NIL 3000000 N.A
Ms. Hena Shah 1500000 NIL 1500000 N.A
Mr. Rajan Mehta NIL NIL NIL NIL
Mr. Devanshu Mehta NIL NIL NIL NIL
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 4500000 0 4500000 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:

• Redressal of shareholders'/investor's complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission ofshares 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; and

• 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 28/08/201727/10/2017 and 23/02/2018. The attendance records of the members are as follows:

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

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

There were no pending complaints/transfers as on 31st March 2018 and also there wereno complaints which were not resolved to the satisfaction of Shareholders. The summary ofstatus of complaints/ request received disposed and pending as on March 31 2018 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's Registrarsand Share Transfer Agents viz. Bigshare

Services Private Limited A/802 Samudra Complex Near Klassic Gold Girish Cold DrinkC.G. Road Ahmedabad-380009 Tel No:-+91-79-40024135 Email 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 party beforeany other Court(s)/ Consumer Forum(s) etc. on Investors grievances.

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

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 A. Shah Member Whole-Time Director
Mr. Devanshu R. Mehta Member Independent Director

TERMS OF REFERENCE:

• Formulate and recommend to the Board a Corporate Social Responsibility Policywhich 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 time totime;

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

Name of the Member No of Meetings
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 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. RajanMehta Member Independent Director

TERMS OF REFERENCE:

• T o administer the process of Wealth First Employee Stock Scheme 2017 throughTrust Route.

• To formulate draft offer document for Wealth First Employee Stock Option Scheme2017.

MEETINGS HELD AND ATTENDANCE

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

Name of the Member No of Meetings
Held/ Entitled Attended
Ms. Binal P. 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) out of which Two (2) are ExecutiveDirectors and Three (3) are Independent Directors. The Board also consists of one WomanDirector. The composition of the Board is in conformity with the Companies Act 2013 andthe 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 27/10/201717/12/2017 and 15/03/2018 during the financial year 2017-18. The time gap between the twomeetings was in accordance with the requirements. All the information required to befurnished 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 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
Ms. Binal Gandhi (w.e.f 28th August 2017) 5* 3 Yes

* (Including the date of meeting in which appointment/ resignation has beenmade.)

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 28th March 2018 without the attendanceof Non-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 the views ofExecutive Directors and Non- Executive Directors;

• The quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform 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 2018 and state that:i. In the preparation of the annual accounts for the year ended March 31 2018 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 2018and of the profit of the company for the year ended on that date; iii. The Directors hadtaken proper and sufficient 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 "AnnexureA" 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 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 Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Y our Board of Directors during the year under review approved Corporate SocialResponsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 ofthe 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 availableon the Website of the Company www.wealth-firstonline.com. The composition of CSR Committeeis disclosed in the Director's Report.

A brief outline of the CSR Policy of the Company the CSR initiatives undertaken duringthe financial year 2017-18 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 2017-18 all transactions entered into with the RelatedParties as defined under Section 2(76) of the Companies Act 2013 read with Companies(Specification of Definitions Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 were in the ordinary course of business and onarm's length basis. Policy on Related Party Transaction is available in the Company'sWebsite www. wealth-firstonline.com.

During the financial year 2017-18 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. under

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 the 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 2017-18. 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 same is available on the Company'sWebsite www.wealth-firstonline.com

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

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

29. 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 ofthe 15th Annual General Meeting (AGM) of the Company held on 27th of September 2017 tillthe 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 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 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) ofSection 143 of Companies Act 2013.

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

Ther e are no qualifications reservations or adverse remarks or disclaimers made bythe 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 hasappointed M/s. Kunal Sharma & Associates Company Secretary in Practice to conduct theSecretarial 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 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.

34. 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 andefficient 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.

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

Y our 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.

36. 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
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 Revision in the remuneration of Managing Director
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-II Near Campus Corner Prahaladnagar Anandnagar Abd-380015 NIL

Postal Ballot

No resolution was passed through Postal Ballot during the Financial Year 2017-18. 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:

16th Annual General Meeting on 21st September 4.00 P.M at the Registered Office of theCompany situated at Capitol House 10 Paras-II Near Campus Corner PrahaladnagarAnandnagar Abd-380015

Date of Book Closure:

15th 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):

2018 at The CIN of the Company allotted by Ministry of Corporate Affairs Government ofIndia is L67120GJ2002PLC040636.

Listing on Stock Exchange(s):

The E quity Shares of the Company are listed on the NSE

Limited (NSE) Exchange Plaza Plot No. C/1 G Block

Bandra-Kurla Complex Bandra (E) Mumbai-400051. Phones: 91-22-25045300 Fax:91-22-25045299. The

Listing Fees to the stock Company 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)

High (D) Low (D)
Apr-2017 93000 70.00 51.60
May-2017 33000 82.00 58.00
Jun-2017 0 78.00 78.00
Jul-2017 12000 77.80 65.00
Aug-2017 0 77.00 77.00
Sep-2017 12000 80.00 75.00
Oct-2017 3000 76.00 76.00
Nov-2017 0 76.00 76.00
Dec-2017 6000 76.00 76.00
Jan-2018 18000 81.20 70.00
Feb-2018 27000 100.00 90.00
Mar-2018 36000 117.95 95.00

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

Contact Person Name: Mr. Prem Kumar (Senior Manager) Address: A/802 Samudra ComplexNear 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 % to Total No. of Shareholders No. of Shares % to Total Shares
1-3000 194 74.05 579150 9.06
3001-6000 25 9.54 150000 2.35
6001-9000 10 3.82 90000 1.41
9001-12000 2 0.76 24000 0.38
12001-15000 7 2.67 105000 1.64
15001-18000 8 3.05 144000 2.25
18001-30000 3 1.15 86000 1.35
30001-48000 4 1.53 144000 2.25
48001-99000 4 1.53 295000 4.61
99000 & above 5 1.90 4775850 74.70
Total 262 100.00 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 31st March 2018 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 Corner Prahaladnagar Anandnagar Abd- 380015 Wealth First Portfolio Managers Ltd A/802 Samudra Complex Near Klassic Gold Girish Cold Drink C.G. Road Ahmedabad – 380009 Tel No:-079- 40024135
Capitol House 10 Paras-II Near Campus Corner Prahaladnagar Anandnagar Abd- 380015 Tel No: 079- 40240000 Ext: 220
Tel No: 079- 40240000
Email ID: bssahd@
Fax: 079-40240081 bigshareonline.com
Email ID: info@ Fax: 079-40240081
wealthfirst.biz Email ID: cs@
wealthfirst.biz

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 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 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 SEBI andother 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 of complaintsmade and suggestions given by the employees and others. Even anonymous complaints arelooked into and whenever necessary suitable corrective steps are taken. No employee ofthe Company has been denied access to the Audit Committee of the Board of Directors of theCompany. The Company has periodic review and reporting to the Board of Directors of riskassessment by senior executives with a view to minimize risk.

The Compliance Officer is responsible for compliances in respect of Company Law SEBIStock 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 notapplicable to the Company.

D. RECONCILIATION OF SHARE CAPITAL

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

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. Those holding shares in demat form can register theire-mail address with their concerned DPs. Shareholders who hold shares in physical form arerequested to register their e-mail addresses with R & T agent by sending a letterduly signed by the first/sole holder quoting details of Folio No.

F. Unclaimed Dividend:

Shar eholders 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:

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

37. 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 Regulators or Courts or Tribunals which would impact the goingconcern status of the Company.

38. CEO & CFO CERTIFICATION:

Certificate from Mr. Ashish N. Shah Managing Director Mr. Manish D. Kansara ChiefFinancial Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the financial year 2017-18 was placedbefore the Board of Directors of the Company at its meeting held on May 29 2018.

39. ACKNOWLEDGEMENT

Y our 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 staff and workers.

FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED

ASHISH SHAH and HENA SHAH
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 00089075 DIN: 00089161
DATE: 18/08/2018
PLACE: Ahmedabad

ANNEXURE – B

Details under Section 197 (12) of the Companies Act 2013 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

i. The ratio of the remuneration of each director to the median remuneration of theemployees 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 3000000 300126 9.99:1
Hena A. Shah Whole-Time Director 1500000 300126 4.99:1
Devanshu R. Mehta Independent Director 45000* 300126 N.A
Rajan B. Mehta Independent Director 60000* 300126 N.A
Harish V. Gandhi (Till 28th August 2017) Independent Director 0 300126 N.A
Binal P. Gandhi (From 28th August 2017) Independent Director 20000* 300126 N.A

*Only Sitting Fees were given to Independent Directors during F.Y 2017-18. They are noteligible for any Remuneration.

ii. The per centage increase in remuneration of each Director Chief Financial OfficerChief 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 C18.60 Lakhs in F.Y 2016-17 to C30.00

Lakhs in F.Y 2017-18) the percentage increase in remuneration of Mr. Manish KansaraChief Financial Officer is 0.95% (fromC7.68 Lakhs in F.Y 2016-17 to C7.76 Lakhs in F.Y2017-18)the percentage increase in remuneration of Mr. Aayush Shah Company Secretary is10.66% (from C3.23 Lakhs in F.Y 2016-17 to C3.57 Lakhs in F.Y 2017-18).

iii. The P ercentage increase in the median remuneration of employees in the financialyear 2017-

The median remuneration of employee in the financialyear 2017-18is C300126(RupeesThreeLakhsOne Hundred and Twenty Six) while in 2016-17 it was C280600 (RupeesTwoLakhsEighty Thousand Six Hundred) increased by 6.96% in F.Y 2017-18.

iv. Ther e were 66 employees on the rolls of Company as on March 31 2018.

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

The average increase in remuneration duringF.Y2017-18was22.17%ascomparedwithpreviousfinancialyear and Profit before Tax of theCompany 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 theperformance of the company;

T otal remuneration of Key Managerial Personnel increased by 26.55% from C4451068 inF.Y 2016-17 to C5632817 in F.Y 2017-18 whereas Profit before tax increased by 77.34% toC106632361in F.Y 2017-18. (C60128848 in F.Y 16-17).

vii. V ariation in the market capitalization of the company price earning ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer;

Particulars March 31 2018 March 312017 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 C100.00 per share onNational Stock Exchange of India Limited. The

Stock price as at March 31 2018 has increased by 98.02% to C100.00 over price ofC50.50 per share as on 31st of March 2017.

viii.A verage 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: Averagepercentage increase in salary of the Company's employees was 18.51%. The total managerialremuneration for the Financial Year 2017-18 was C45.00 Lakhs as against C33.60 Lakhsduring 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 Directorduring the F.Y 2017-18.

ix. The k ey parameters for any variable component of remuneration availed by thedirectors;

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 employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; - None

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

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

Name Designation Remunera- tion Qualification Experience Joining Date Age (years) Last employment
Ashish Shah Managing Director 3000000 Bachelor's Degree in Mechanical Engineering 26 Years 16-04-2002 55 Dalal & Shah Fiscal Services Ltd
Hena Shah Whole-Time Director 1500000 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 894200 MBA MS in Engineering Management B. Tech Electronics and Communication 3 Years 05-12-2017 26 Citi Bank USA
Nirad Shah Wealth Management Head 848200 B.E (Computer Science) 20 Years 02-08-2002 40 Dalal & Shah Fiscal Services Ltd
Rakesh Shah Vice President 814000 Bachelor's Degree in Science 24 Years 16-04-2002 47 Dalal & Shah Fiscal Services Ltd
Manish Kansara Chief Financial Officer 775667 Bachelor's Degree in Commerce 24 Years 16-04-2002 46 Dalal & Shah Fiscal Services Ltd
Malti Shah Administration Officer 736000 Bachelor's Degree in Commerce 18 Years 01-04-2010 46 Dalal & Shah Fiscal Services Ltd
Rupal Kansara Administration Officer 697667 Bachelor's Degree in Commerce 18 Years 01-04-2010 46 Dalal & Shah Fiscal Services Ltd
Mittal Shah Sr. Wealth Manager 628700 Bachelor's Degree in Commerce 12 Years 01-05-2011 31 Max Life Insurance Ltd
Bhadresh Shah Sr. Vice President 619567 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
PLACE: Ahmedabad
Registered Office:
Capitol House 10 Paras-IINear Campus Corner
Prahaladnagar Anand Nagar Ahmedabad-380015
Email ID: info@wealthfirst.biz
Telephone: 079-40240000
Fax: 079-40240081
CIN: L67120GJ2002PLC040636