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Wealth First Portfolio Managers Ltd.

BSE: 532269 Sector: Financials
NSE: WEALTH ISIN Code: INE658T01017
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Wealth First Portfolio Managers Ltd. (WEALTH) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the 19th Annual Report and theCompany's Audited Financial Statement for the financial year ended 31st March2021.

1. FINANCIAL RESULT:

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

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

Standalone

Consolidated

Particulars Year ended 31-3-2021 Year ended 31-3-2020 Year ended 31-3-2021 Year ended 31-3-2020
Profit / (Loss) before tax 1808.32 179.49 1820.17 178.20
Less: Depreciation on Account of Change in Method NIL NIL NIL NIL
Less: Provision for Taxation
Current Tax 530.00 53.25 533.49 53.25
Deferred Tax (0.81) (3.06) (0.81) (3.06)
Short Provision of tax in earlier year - - - -
Profit/ (Loss) after tax 1279.13 129.30 1287.49 128.02
Add: Balance in Securities Premium Account Surplus in P & L and
2270.58 2679.36 2270.00 2680.05
Balance in General Reserve Brought Forward
Balance Carried to Balance Sheet 3549.71 2808.66 3557.49 2808.07

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the Financial Year 2020-21 the Company's operations resulted into totalrevenues of C 2463.80 Lakhs as compared to previous year's revenue of C1002.34 Lakhswhich resulting in the increase of approx 145.80% over last year and Profit before tax hasbeen increased from C179.49

Lakhs to C1808.32 Lakhs (approx 907.48%).

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There are no material changes in the nature of business during the year. The Company isengaged in the business of Broking Services Distributor of Mutual Fund Govt. SecuritiesTrading Pension Products Fixed Deposit PMS Direct Bonds-taxable and tax-free.

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

C 10/- each for the financial year ended on 31st March 2021 subject to theShareholders approval at the ensuing Annual General Meeting.

The proposal is subject to the approval of members in the ensuing 19thAnnual General Meeting. If approved the total outgo account of the Final Dividend onexisting Equity Share Capital would be C106550000/-.

The Company has paid Dividend of C1.00/- per equity share during previous financialyear ended on 31st March 2020.

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

5. TRANSFER TO RESERVES:

No amount from the net profit for the F.Y. 2020-21 under review is proposed to becarried to General Reserves. No amount from the net profit was transferred to reserve inthe F.Y 2019-20.

6. SHARE CAPITAL:

As on 31st March 2021 the Share Capital Structure of the Company stood asfollows:

Particulars No. of Shares Amount
Authorized Share Capital
Equity Shares of B10/- each 11000000 110000000
Total 11000000 110000000
Issued Subscribed and Paid up Share Capital
Equity Shares of B10/- each 10655000 106550000
Total 10655000 106550000

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

During the year under review the Company has issued 4262000 Bonus Equity Shares offace value of C10/- each to the existing Ordinary Equity Shareholders of the Company inthe proportion of 2 (Two) new Bonus Equity Share of C10/- (Rupees Ten only) each fullypaid up for every 3 (Three) existing Ordinary Equity Shares of C10/- (Rupees Ten only)each fully paid up of the Company. The Board of Directors at their meeting held onThursday 20th August 2020 has approved the Issue of Bonus Equity Shares byway of capitalization of Free Reserves of the Company subject to the Shareholders approvaland subsequently the Shareholders at the 18th Annual General Meeting held onMonday 14th September 2020 has approved the Issue of Bonus Equity Shares. TheBoard has allotted the above Bonus Equity Shares to the entitled Shareholders as on Recorddate of 28th September 2020 at their meeting held on 1st October2020 and the Company has complied with the necessary compliances relating to the aboveBonus Issue in terms of Companies Act 2013 and rules as well as compliances related tothe In-principal Listing and Trading approval of the new Bonus Equity Shares with TheSecurities Exchange Board of India (SEBI).

The Company has got the Listing approval of new 4262000 Bonus Equity Shares videletter dated 5th October 2020 and Trading approval vide letter dated 12thOctober 2020 from NSE.

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. IMPACT OF NOVEL COVID-19 PANDEMIC:

In order to curtail the rapid spread of the novel Corona Virus (COVID-19) theGovernment of India announced a nationwide lockdown from 25th March 2020.Since the business of the Company is primarily in the areas of broking distribution ofmutual funds Government Securities Trading and investments i.e. being in the ServiceIndustry the Company was able to function all its core activities and business in anormal manner since all the staff were working from home with proper standard operatingprocedures and full fledge support of IT infrastructure and did not experience anydisruption of its business activities due to the lockdown. The Company has framed properWFH policy with operating guidelines to be followed by all staff and also provided withnecessary IT and related facilities to the employees for easy consistent and smoothfunctioning of the business for the Company. During the last year we were able to deliverall the services to our Clients through online platform and with the proper use of virtualand digital IT platform. Inspite of the unprecedented situation your Company has beensuccessful in averting any potential adverse impact on the business and on the contraryhas grown on large scale. Most of your Company's costs are flexible; and have been managedprudently. The Company has sufficient reserves to meet its financial arrangements as andwhen due. There was no material impact on the assets of the Company as all the assets areowned by the Company and its Promoters. There were no liquidity concerns as Company ishaving sufficient cash and bank balances besides investments. Also Company was not underpressure of repayment of loans as the amount of loans and borrowings are very low incompare to the net worth and scale of operations of the Company. The management of theCompany has implemented effective Internal Financial reporting and control mechanism incommensurate with its business operations.

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

The Company has 1 (One) Subsidiary as on March 31 2021. 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 Gujarat-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 subsidiaries in Form AOC-1 is attached tothe financial statement 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 subsidiaries.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Outbreak of COVID-19 pandemic has not only resulted into health crises but alsoimpacted world over GDP contradictions and also resulted into a far-reaching implicationson the global economy.

Various lock downs across many parts of the world including India has adverselyimpacted economic activities and also resulted into social and economic challenges in manymanner. The pandemic affected both demand and supply at least in the short-term. Aslockdowns eased across the world; economic activities gradually started to recover. TheManagement Discussion and Analysis Report as required under Regulation 34 and Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides overview of the business and operations of theCompany.

10. 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 2021.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22ndJanuary 2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company isrequired to file with the Registrar of Companies (ROC) requisite returns in Form DPT -3for outstanding receipt of money/loan by the Company which is not considered as deposits.

The Company has already filed the Form DPT 3 (Annual Return for the March 2021) andcomplied with these requirements within the prescribed timelines.

11. 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.

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

In accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board of Directors has formulated the Nomination and Remuneration Policy on thebasis of recommendations made by the Nomination and Remuneration Committee. The salientaspects covered in the Nomination and Remuneration Policy has been outlined in theCorporate Governance Report which forms part of this Report. The policy is also availableon the website of the Company www.wealth-firstonline.com

13. 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.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL: APPOINTMENT

The Board of Directors at their meeting held on 29th of December 2020 hasappointed Mr. Sanjiv Harshad Shah (DIN: 03561723) as an additional and independentdirector of the Company w.e.f date of Board Meeting subject to the Shareholders approvalat the ensuing Annual General Meeting. The Board of Directors have proposed andrecommended in the ensuing Annual General Meeting to appoint Mr. Sanjiv Shah as anIndependent Director of the Company for the period of 5 years. The brief resume of Mr.Sanjiv Shah and other related information has been detailed in the Annual Report.

RETIRE BY ROTATION

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 and being 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.

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

RE-APPOINTMENTS

The Board of Directors at their meeting held on 20th August 2020 hasre-appointed Mr. Ashish Navnitlal Shah (DIN: 00089075) as Managing Director of theCompany for the term of 5 years w.e.f 10th September 2020 and the same hasbeen approved by the Shareholders in the 18th Annual General Meeting of theCompany. The brief resume of Mr. Ashish Shah and other related information has beendetailed in the Annual Report and the same forms part of the Notice.

The Board of Directors at their meeting held on 20th August 2020 has alsore-appointed Mr. Devanshu Rashmikant Mehta (DIN: 07265777) w.e.f 2nd September2020 as an Independent Director and the same has been approved by the Shareholders in the18th Annual General Meeting of the Company. The brief resume of Mr. DevanshuMehta and other related information has been detailed in the Annual Report and the sameforms part of the Notice.

The Board of Directors at their meeting held on 1st October 2020 hasre-appointed Mr. Rajan Babubhai Mehta (DIN: 03548180) as an Additional and IndependentDirector of the Company for the term of 5 years w.e.f 19th October 2020subject to the shareholders approval at the ensuing Annual General Meeting. Appropriateagenda for his re-appointment as an Independent Director is being placed for your approvalat the ensuing Annual General Meeting. The brief resume of Mr. Rajan Mehta and otherrelated information has been detailed in the Annual Report and the same forms part of theNotice.

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.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Ashish ShahManaging Director Ms. Hena Shah Whole-Time Director Mr. Manish Kansara Chief FinancialOfficer and Mr. Aayush Shah Company Secretary and Compliance officer are the KeyManagerial Personnel of your Company.

15. 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.

16. 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.

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

17. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

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

During the year under review except those disclosed in the Audited FinancialStatements the Independent directors of the Company had no pecuniary relationship ortransactions with the Company.

18. 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

19. COMMITTEES OF THE BOARD:

As on 31st March 2021 the Board of Directors has following committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder's Relationship Committee

d) Corporate Social Responsibility Committee

e) Compensation Committee The details with respect to composition powers roles termsof reference number of meetings held attendance at the meetings etc. of StatutoryCommittees are given in detail in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31st March 2021 the Audit Committee comprised of 3 (Three)Directors namely Mr. Ashish Shah Mr. Rajan Mehta and Ms. Binal Gandhi.

All the members of Audit Committee possess good knowledge of accounting and financialmanagement. The Managing Director of the Company Chief Financial Officer InternalAuditors and Statutory Auditors are regularly invited to attend the Audit CommitteeMeetings.

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

20. BOARD OF DIRECTORS AND THEIR MEETINGS:

As on March 31 2021 the Board comprised of 6 (Six) Directors out of which Two (2) areExecutive Directors and Four (4) are Independent Directors. The Board also consists of twoWomen Director. The composition of the Board is in conformity with the Companies Act 2013and the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

There were 7 Board Meetings held on 27/06/2020 20/08/2020 01/10/2020 16/10/202011/11/2020 29/12/2020 and 13/02/2021 during the financial year 2020-21. The time gapbetween the two meetings was in accordance with the requirements. All the informationrequired to be furnished to the Board was made available along with detailed Agenda.

ATTENDANCE OF DIRECTORS:

Name No. of Board Meetings held/ entitled No. of Board Meetings Attended Attendance at the last AGM
Mr. Ashish Shah 7 7 Yes
Ms. Hena Shah 7 7 Yes
Mr. Devanshu Mehta 7 6 Yes
Mr. Rajan Mehta 7 5 Yes
Ms. Binal Gandhi 7 4 Yes
Mr. Sanjiv Shah (w.e.f 29th December 2020) 1 1 N.A

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 16th March 2021 without theattendance of Non-Independent Directors and members of the management. In said meetingIndependent Directors inter alia discussed:

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

? The performance of the Chairman of the Company taking into account the views 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.

21. 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 financial year ended on 31st March2021 and state that:

i) In the preparation of the annual accounts for the financial year ended March 312021 the applicable Accounting Standards have been followed and there are no materialdepartures from the same;

ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of the affairs of the company as at March 31 2021 and of theprofit of the company for the year ended on that date;

iii) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

22. 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 of the Company www.wealth-firstonline.com.

23. 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'.

24. REPORTS ON CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from the Auditors of theCompany regarding the compliance with the conditions of Corporate Governance as stipulatedunder Para E of Schedule V of the SEBI LODR forms part of this Annual Report. ACertificate from the Statutory Auditors confirming compliance of the conditions ofCorporate Governance as stipulated under the Listing Regulations is appended to theCorporate Governance Report. A Certificate from the CEO/MD and CFO of the Company in termsof Regulation 17(8) of the Listing Regulations is also annexed.

25. 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 disclosedin the Director's Report.

A brief outline of the CSR Policy of the Company the CSR initiatives undertaken duringthe financial year 2020-21 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.

In the Financial Year 2020-21 Company did not fall under the purview of the criteriaspecified under Section 135(1) of the Companies Act 2013. However The Company has spentoutstanding CSR Liability C16.73 Lakhs of F.Y 2019-20 towards CSR activities in F.Y2020-21.

The Company has no more outstanding liability towards CSR activity for the financialyear ended 31st March 2021.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2020-21 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 on the Company's Website www.wealth-firstonline.com.

During the financial year 2020-21 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.

27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186:

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

28. 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.

29. 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 behaviour by using the mechanism provided in the Policy. In cases relatedto financial irregularities including fraud or suspected fraud the employees maydirectly approach the Chairman of the Audit Committee of the Company. We confirm that nodirector or employee has been denied access to the Audit Committee during FY 2020-21. ThePolicy provides that no adverse action shall be taken or recommended against any employeein retaliation 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

30. 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 ofSeptember 2017 till the conclusion of 20th Annual General Meeting to be heldin 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 andeffective from that date the Proviso of Section 139 (1) relating to ratification ofAppointment of Auditors at every Annual General Meeting of the Company has been omittedand the requirement of Ratification of Auditors Appointment is no longer required as perthe Companies Act 2013.

Therefore the resolution for ratification of Appointment of Statutory AuditorsM/s Rajpara Associates Chartered Accountants has not been provided for the approval ofthe

Shareholders and not formed as a part of Notice of the 19th AGM of theCompany.

31. 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.

32. 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.

33. 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 2020-21. Secretarial Audit Report forms anintegral part of this Report is attached as

‘Annexure D'.

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

34. 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.

35. 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 policiessafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

36. 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 Company www.wealth-firstonline.com.

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

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

38. 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.

39. MIGRATION ON MAIN BOARD:

During the F.Y 2020-21 the Company has migrated from NSE SME Platform (‘NSEEmerge Platform') to NSE Main Board w.e.f 20th January 2021 vide letter dated18th January 2021 from NSE.

40. 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 staff and workers.

For WEALTH FIRST PORTFOLIO MANAGERS LIMITED
Ashish Shah Hena Shah
Managing Director Whole-Time Director
(DIN : 00089075) (DIN: 00089161)

PLACE : AHMEDABAD

DATE : 10/08/2021

Registered Office:

Capitol House 10 Paras-IINear Campus Corner

Prahaladnagar Anand Nagar Ahmedabad Gujarat -380015

Telephone: 079-40240000

Email ID: info@wealthfirst.biz

Website: www.wealth-firstonline.com

CIN: L67120GJ2002PLC040636

.