To
The Members,
Wealth First Portfolio Managers Limited
Your Directors have pleasure in presenting the 22nd Annual Report together with the Company's Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS:
The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014.
The Standalone and Consolidated working results for the year under review are as follows: (C In Lakhs)
The above figures are extracted from the Financial Statements prepared in accordance with Indian Accounting Standards as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India. The Financial Statements as stated above are available on the Company's website www.wealth-firstonline.com.
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the Financial Year 2023-24, the Company's consolidated operations resulted into total revenues of C6,696.20 Lakhs as compared to previous year's revenue of C 2,943.65 Lakhs which resulting in increase of approx 127.48% over last year and consolidated Profit before tax has been increased from C1,867.56 Lakhs to C 5,541.59 Lakhs which resulting in increase of approx 196.73%.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company is engaged in the business of Broking Services, Distributor of Mutual Fund, Govt. Securities Trading, Pension Products, Fixed Deposit, PMS, Direct Bonds-taxable and taxfree. There are no material changes in the nature of business during the year.
4. DIVIDEND:
Based on the Company's performance, the directors are pleased to recommend final dividend of C7.00/- per equity share i.e. 70% of face value of C 10/- each for the financial year ended on 31st March, 2024.
The proposal is subject to the approval of members in the ensuing 22nd Annual General Meeting. If approved, the total outgo account of the Final Dividend on existing Equity Share Capital would be C 7,45,85,000/-.
During the year under review, the Company has declared and paid Final Dividend of C 3.00/- per equity share.
Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the Notice of 22nd Annual General Meeting of the Company.
5. TRANSFER TO RESERVES:
No amount from the net profit for the F.Y. 2023-24 under review is proposed to be carried to General Reserves. No amount from the net profit was transferred to reserve in the F.Y 2022-23.
6. SHARE CAPITAL:
As on 31st March, 2024, the Share Capital Structure of the Company stood as follows:
A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any Equity Shares with differential rights during the year under review.
B) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
C) BONUS SHARES
The Company has not issued any Bonus Shares during the year under review.
D) EMPLOYEE STOCK OPTION
The Company has not issued any Employee Stock Option during the year under review.
E) ISSUE OF EQUITY SHARES
The Company has not issued any equity shares during the year under review.
7. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company has only 2 (Two) Subsidiaries as on March 31, 2024. Details of the Subsidiary Company are as follows:
Sr. Name and address of the Holding/Subsidiary/ % of shares Applicable
Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the Company's subsidiaries in Form AOC-1 is attached to the financial statement of the Company.
There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at www.wealth-firstonline.com.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.
9. PUBLIC DEPOSITS:
The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 31st March, 2024.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments, which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this Report.
11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:
In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this Report. The policy is also available on the website of the Company www.wealth-firstonline.com
12. BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2024, the Company has six Directors comprising of Two Executive Directors and Four Independent Directors. There are Two Woman Directors on the Board. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
APPOINTMENT
There was no case of appointment in the board of directors and Key Managerial Personnel during the year under review.
RETIRE BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Ashish Navnitlal Shah (DIN: 00089075), Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment. Appropriate agenda for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mr. Ashish Shah and other related information has been detailed in the Annual Report and the same forms part of the Notice.
Your Directors recommended his re-appointment as Managing Director of your Company.
RE-APPOINTMENTS
There were no Directors and Key Managerial Personnel re-appointed during the Financial Year 2023-24 under review.
RESIGNATION
There was no case of cessation in the Board of Directors and Key Managerial Personnel during the year under review.
CHANGE IN DESIGNATION
There was no case of change in designation during the year under review.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ashish Shah, Managing Director, Ms. Hena Shah, Whole-Time Director, Mr. Manish Kansara, Chief Financial Officer and Mr. Aayush Shah, Company Secretary and Compliance officer are the Key Managerial Personnel of your Company.
14. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.
15. DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Independent Directors
During the year under review, the of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.
16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization Program is also available on the website of the Company www.wealth-firstonline.com.
17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's Shares. The Insider trading policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.wealth-firstonline.com
18. COMMITTEES OF THE BOARD:
As on 31st March, 2024, the Board of Directors has following committees: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholder's Relationship Committee d. Corporate Social Responsibility Committee e. Compensation Committee The details with respect to composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.
AUDIT COMMITTEE:
As on 31st March, 2024, the Audit Committee comprised of 3 (Three) Members, namely Mr. Ashish Shah, Mr. Rajan Mehta and Ms. Binal Gandhi.
All the members of Audit Committee possess good knowledge of accounting and financial management. The Managing Director of the Company, Chief Financial Officer,
Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings.
The Company Secretary is Secretary to the Committee. The Internal Auditor reports to the Chairperson of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.
19. BOARD OF DIRECTORS AND THEIR MEETINGS:
There were 5 Board Meetings held on 29/04/2023, 04/07/2023, 10/08/2023, 25/10/2023 and 24/01/2024 during the financial year 2023-24. The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.
ATTENDANCE OF DIRECTORS:
Independent Directors' Meeting
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 24th January, 2024 without the attendance of Non-Independent Directors and members of the management. In said meeting, Independent Directors inter alia discussed:
? The performance of non-Independent Directors and the Board as a whole;
? The performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors;
? The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
? The performance of various committees of the Board.
20. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the financial year ended on 31st March, 2024 and state that: i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same; ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company as at March 31, 2024 and of the profit/loss of the company for the year ended on that date; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared annual accounts on a ‘going concern' basis. v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
21. EXTRACT OF ANNUAL RETURN:
The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act') in form MGT-7 is made available on the website of the Company and can be accessed at www.wealth-firstonline.com.
22. PARTICULARS OF EMPLOYEES:
During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with rule
5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure A'.
23. REPORTS ON CORPORATE GOVERNANCE:
A report on Corporate Governance along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO/ MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which forms part of this Annual Report.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Board of Directors has adopted the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendation of the CSR Committee. The CSR Policy is available on the Website of the Company www.wealth-firstonline.com. The composition of CSR Committee is disclosed in the Director's Report. A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 together with the progress thereon and the Annual Report on CSR Activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure B' to this Report.
25. PARTICULARSOFCONTRACTSORARRANGEMENTS
WITH RELATED PARTIES:
During the financial year 2023-24, all transactions entered into with the Related Parties as defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on arm's length basis. Policy on Related Party Transaction is available on the Company's Website www.wealth-firstonline.com.
During the financial year 2023-24, there were no transactions with related parties which can be qualified as material transactions under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on related party transactions is being placed at the AGM.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:
The Company has disclosed the full particulars of the loans given, investments made or guarantees given of securities provided as required under Section 186 of the Companies Act, 2013, Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.
27. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
The Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The Management has also envisaged the minimization procedure and its perception in respect of each identified risk. Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.
28. VIGIL MECHANISM:
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairperson of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2023-24. The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company.
The policy is available on the Company's Website www.wealth-firstonline.com
29. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Jaimin Deliwala & Co., Chartered Accountant, (Firm Registration No. 103861W) Ahmedabad has been appointed as Statutory Auditors of the Company from the conclusion of the 20th Annual General Meeting (AGM) of the Company held on 28th of September, 2022 till the conclusion of 25th Annual General Meeting to be held in the year 2027.
Further, in terms of Clause 40 of the Companies (Amendment) Act, 2017 which was notified vide Notification dated S. O. 1833 (E) dated 07th May, 2018 and effective from that date, the Proviso of Section 139 (1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.
Therefore, the resolution for ratification of Appointment of Statutory Auditors, M/s Jaimin Deliwala & Co., Chartered Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 22nd AGM of the Company.
30. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of Companies Act, 2013.
31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:
There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his report.
32. SECRETARIAL AUDIT:
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kunal Sharma & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2023-24. Secretarial Audit Report forms an integral part of this Report is attached as ‘Annexure C'. The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any separate or further comments or explanations.
33. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is committed towards conservation of energy and climate action.
The particulars regarding technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.
34. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy on prevention of sexual harassment of employees in workplace is available in the website of the Company www.wealth-firstonline.com.
36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by The Institute of Company Secretaries of India.
37. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There was no significant and material order passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.
38. OTHER DISCLOSURES:
? During the financial year 2023-24, no application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
? During the financial year 2023-24, your Company has not entered into any One-Time Settlement with banks or financial institutions.
? The Company has not issued any debentures during the financial year 2023-24.
39. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.