Wealth First Portfolio Managers Limited — AGM Information 2018

Sep 3, 2018

NOTICE

16TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 16TH ANNUAL GENERAL MEETING OF THE MEMBERS OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED WILL BE HELD ON FRIDAY, 21ST OF SEPTEMBER, 2018 AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT CAPITOL HOUSE, 10 PARAS-II, NEAR CAMPUS CORNER, PRAHALADNAGAR, ANANDNAGAR ROAD, AHMEDABAD-380015 AT 4.00 P.M TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

ITEM NO. 1- ADOPTION OF FINANCIAL STATEMENTS

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2018 and the Reports of the Board of Directors and Auditors thereon.

ITEM NO. 2- DECLARATION OF DIVIDEND

To declare a Final Dividend of C1.00/- per Equity Share for the Financial Year ended on 31st March, 2018.

ITEM NO. 3- RE-APPOINTMENT OF A DIRECTOR

To appoint a Director in place of Mr. Ashish Shah who is liable to retire by rotation to enable compliance by the Company with the provision of Section 152 of the Company's Act, 2013 (hereinafter called "the Act") and being eligible, offer himself for re-appointment.

SPECIAL BUSINESS:

ITEM NO. 4: INCREASE IN AUTHORISED SHARE CAPITAL AND ALTERATION IN MEMORANUDM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass with or without modification, the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 4, 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), including any amendment thereto or re-enactment thereof and the rules framed there under, the consent of the Members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from existing C7,00,00,000 (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakhs Only) Equity Shares of C10/- (Rupees Ten only) each to C11,00,00,000 (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs Only) Equity Shares of C10/- (Rupees Ten only) each ranking pari passu with the existing equity shares."

"RESOLVED FURTHER THAT the Memorandum of Association of the Company be altered in the following manner i.e. existing Clause V of the Memorandum of Association be deleted and the same be substituted with the following new clause as Clause V:

V. The Authorised Share Capital of the Company is C11,00,00,000 (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs Only) Equity Shares of C10/- (Rupees Ten Only) each."

"RESOLVED FURTHER THAT any one of the Directors of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto."

FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED

ASHISH SHAH MANAGING DIRECTOR DIN: 00089075

Date: 18/08/2018 Place: Ahmedabad

Registered Office:

Capitol House, 10 Paras-II, Near Campus Corner, Prahaladnagar, Anand Nagar, Ahmedabad-380015 Email ID: info@wealthfirst.biz Telephone: 079-40240000 Fax: 079-40240081 CIN: L67120GJ2002PLC040636

NOTES:

1. A member entitled to attend and vote at the Annual General Meeting (the "meeting") is entitled to appoint a proxy to attend and vote on a poll instead of him and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total Share Capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

1. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

• 1. The explanatory statements pursuant to Section 102 of Companies Act, 2013 relating to special business to be transacted at the meeting are annexed hereto.
• 1. Brief resume of Directors including those proposed to be appointed / re-appointed, their Functional Expertise and Qualification, names of companies in which they hold directorships etc as stipulated under Companies Act, 2013 and Regulation 36 (3) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided below and forming part of the Notice.
• 1. Members are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting.
• 1. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection for the members at the Registered Office of the Company on all working days (except Saturdays, Sundays and public Holidays) during business hours up to the date of this Annual General Meeting..
• 1. Members of the Company, holding shares either in physical form or in dematerialized form, as on 18th of August, 2018 (Cut-off for receiving Annual Report), shall be entitled for receiving of the Annual Report for the period 2017-18, physically or through their registered mail id.

• Payment of Dividend as recommended by the Board of Directors, if approved and declared at the Annual General Meeting, will be made to those members whose names are on the Company's Register of Members as on close of business hours on 14th of September, 2018 (cut-off date for entitlement of Dividend)and in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by the Depositories, viz. National Securities Depositories Limited and Central Depository Services (India) Limited as Beneficial Owners as on that date.

Members are requested to notify promptly any change in their registered addresses.

Payment of dividend will be made through Electronic Clearing Service (ECS) by crediting the dividend amount to the bank account of the shareholders wherever relevant information is made available to the Company. Members holding shares in physical form and who wish to avail of ECS facility to receive dividend from the Company may furnish the information to the Registrars and Share Transfer Agents of the Company. Members holding shares in electronic form may furnish the information to their Depository Participants in order to receive dividend through ECS mechanism.

Members are requested to note that Dividend not encashed or remaining unclaimed for a period of 7 (seven) Years from the date of transfer to the Company's Unpaid Dividend Accounts shall be transferred to the Investor Education and Protection Fund (IEPF) established under Section 124 of the Companies Act, 2013.

• 1. Members can avail the nomination facility by filing Form No. SH-13, as prescribed under Section 72 of the Companies Act, 2013 and rule 19 (1) of the Companies (Share Capital and debentures) Rules 2014 with the Company. Blank forms will be supplied on request.
• 1. The facility of voting through Ballot Paper shall be made available at the AGM.
• 1. A route map along with prominent landmark for easy reach to the venue of Annual General Meeting is annexed with this Annual Report.
• 1. The Notice of the 16th Annual General Meeting is available on the website of the Company www.wealth-firstonline.com.
• 1. Pursuant to Section 101 of the Companies Act, 2013 and rules made thereunder, the companies are allowed to send communication to shareholders electronically. We thus request the members who have not registered their email address so far to kindly register/update your Email IDs with your respective depository participant. In case of physical shares, register/

update your Email IDs with the Company's registrar and share transfer agent for receiving all communication including Annual Report, Notices, and Circulars etc. from the Company electronically.

FINANCIAL 66 STATEMENTS

• 1. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Register and Share Transfer Agent as on the cut-off/ entitlement date only shall be entitled for voting at the Annual General Meeting.
• 1. The voting rights of Members shall be in proportion to the shares held by them in the paid up equity share capital of the Company as on 14th of September, 2018 (cut-off date for entitlement of voting rights) for determining the eligibility to vote at the Meeting by Ballot Paper.
• 1. The Company has appointed Mr. Kunal Sharma, Practicing Company Secretary as the Scrutinizer to conduct the voting process through Ballot Paper at the AGM in a fair and transparent manner.
• 1. The Scrutinizer shall, after the conclusion of voting at the Meeting, count the votes casted by Ballot Paper at the Meeting. Not later than 48 hours of conclusion of the Meeting, Scrutinizer shall submit Report of voting by Ballot Paper at the Meeting, of the total votes casted in favor or against, if any, to the Chairman of the Meeting or a person as may be authorized by him in writing shall declare the result of the voting forthwith and all the resolutions as mentioned in the Notice of the Meeting shall be deemed to be passed on the date of the Meeting.
• 1. The results declared along with the Scrutinizer's Report shall also be placed on the Company's website www.wealthfirstonline.com and communicated to NSE Limited where the shares of the Company are listed.

Contact Details:

STATUTORY 18 REPORTS

Company Wealth First Portfolio Managers Limited Capitol House, 10 Paras-II, Near Campus Corner, Prahaladnagar, Anandnagar, Ahmedabad-380015. Tel No: 079-40240000, Fax: 079-40240081 Email ID: info@wealthfirst.biz Registrar Bigshare Services Private Limited and Share Corp. Office: A/802, Samudra Complex, Near Klassic Transfer Gold, Girish Cold Drink, C.G. Road, Agent Ahmedabad - 380009 Tel No: +91-79-40024135 Email ID: bssahd@bigshareonline.com Scrutinizer CS Kunal Sharma Practicing Company Secretary

Corp.	501-502, Skylar, Near Shalin Bungalows, Corporate
Office	Road, Prahaladnagar, Satellite, Abd - 380015
	Tel.: 079-40064501-03
	Email ID: cskunalsharma@gmail.com

FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED

ASHISH SHAH MANAGING DIRECTOR DIN: 00089075 Date: 18/08/2018 Place: Ahmedabad

Registered Office:

Capitol House, 10 Paras-II, Near Campus Corner, Prahaladnagar, Anand Nagar, Ahmedabad-380015 Email ID: info@wealthfirst.biz Telephone: 079-40240000 Fax: 079-40240081 CIN: L67120GJ2002PLC040636

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF COMPANIES ACT, 2013:

ITEM NO. 4– INCREASE IN AUTHORISED SHARE CAPITAL AND ALTERATION IN MEMORANUDM OF ASSOCIATION OF THE COMPANY

The present Authorised Share Capital of the Company is C7,00,00,000/- (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakhs) equity shares of C10/- (Rupees Ten only) each. Considering the requirements and future business prospects, it is therefore considered necessary to increase the Authorised Share Capital of the Company from present 7,00,00,000/- (Rupees Seven Crore) to C11,00,00,000 (Rupees Eleven Crore).

The proposed increase in Authorised Share Capital requires the approval of Members in General Meeting. Consequent upon increase in Authorised Share Capital, the Memorandum of Association of the Company will require alteration so as to reflect the increased Authorised Share Capital.

The proposed Resolution is in the interest of the Company and your Directors recommend the same for your approval in the Item No. 4 of the Notice.

None of the Directors, Key Managerial Person(s) of the Company including their relatives are, in any way, concerned or deemed to be interested in the proposed Resolutions.

DETAILS OF DIRECTORS INCLUDING SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING (PURSUANT TO REGULATION 36 OF LISTING OBLIGATION AND DISCLOSURE REQUIREMENT REGULATIONS, 2015):

1. ASHISH NAVNITLAL SHAH (DIN: 00089075)

Date of Birth	28/04/1963
Designation	Managing Director
Date of appointment	16/04/2002
Functional Expertise	Accomplished business development leader with 26 years of experience in the financial services space and driving revenue growth through building and maintaining client relationships. Dynamic marketer with proven expertise in Finance and Investment Management. Leverages exemplary communication to establish presence and build a positive brand while fostering continuous clientele satisfaction. Motivational management style with a proven history of building, guiding and retaining high-performance teams to develop and implement strategies for accelerated growth. Strives to optimize operations, reduce costs and improve service quality while strengthening the bottom-line.
Qualifications	Bachelor's Degree in Mechanical Engineering from Gujarat University.
Directorship in other Companies	• DSFS Shares and Stockbroking Private Limited • Wealth First Commodities Private Limited • Dalal and Shah Fiscal Services Limited • Wealth First Investment Advisers Private Limited • Jindal Worldwide Limited • Shaival Reality Limited • Ahimsa Industries Limited • Acepro Advisors Private Limited
No. of Equity Shares held in the Company	19,99,850
Membership of Committees of Board	Name of Company	Name of Committee	Chairman/Member
	Shaival Reality Limited	Audit Committee	Chairman
		Stakeholder Relationship Committee	Member
		Nomination and Remuneration Committee	Member
	Ahimsa Industries Limited	Audit Committee	Chairman
		Stakeholder Relationship Committee	Chairman
		Nomination & Remuneration Committee	Member
	Jindal Worldwide Limited	Nomination & Remuneration Committee	Member
	Wealth First Portfolio Managers Limited	Corporate Social Responsibility Committee (w.e.f 4th of May, 2017)	Chairman
		Audit Committee	Member
Inter se relationship with Directors	Husband of Ms. Hena A. Shah, Whole-Time Director of the Company.

FINANCIAL 66 STATEMENTS STATUTORY 18 REPORTS

2. HENA ASHISH SHAH (DIN: 00089161)

Date of Birth	19/01/1965
Designation	Whole-Time Director
Date of appointment	12/11/2010
Functional Expertise	24 Years Experience in General Administration and Client Relation.
Qualifications	Bachelor's Degree in Science in Micro Biology.
Directorship in other Companies	• DSFS Shares and Stockbroking Private Limited
	• Wealth First Commodities Private Limited
	• Dalal and Shah Fiscal Services Limited
	• Wealth First Investment Advisers Private Limited
No. of Equity Shares held in the	20,28,000
Company
Membership of Committees of Board	Name of Company	Name of Committee	Chairman/Member
	Wealth First Portfolio	Stakeholder Relationship Committee	Member
	Managers Limited	Corporate Social Responsibility	Member
		Committee (w.e.f 4th of May, 2017)
Inter se relationship with Directors	Wife of Mr. Ashish N. Shah, Managing Director of the Company.

3. RAJAN BABUBHAI MEHTA (DIN: 03548180)

Date of Birth	22/09/1963
Designation	Independent Director
Date of appointment	19/10/2015
Functional Expertise	Experience of more than 25 years in Finance, Equity, Mutual Funds, Capital Market etc.
Qualifications	Bachelor of Engineering (BE) in Mechanical Branch from L.D Engineering College, Gujarat
	University, Master of Management Studies from Welingkar Institute of Management and Post
	Graduate Program in Investment Management.
Directorship in other Companies	• Servito Services LLP
	• PPFAS Trustee Company Private Limited
	• Credinet Private Limited
• Jiva Health Insurance Limited
	• Brainworks Odyssey Private Limited
	• Optionalysis Private Limited
	• Mycare Health Solutions Private Limited
	• Jagjivan Foundation
	• Jiva Business Ventures Private Limited
No. of Equity Shares held in the	NIL
Company
Membership of Committees of Board	Name of Company	Name of Committee	Chairman/Member
	Wealth First Portfolio	Audit Committee	Chairman
	Managers Limited	Nomination & Remuneration Committee	Member
		Stakeholder Relationship Committee	Member
		Compensation Committee	Member
	PPFAS Trustee Company	Audit Committee	Member
	Private Limited
Inter se relationship with Directors	N.A

4. DEVANSHU RASHMIKANT MEHTA (DIN: 07265777)

Date of Birth	16/09/1962
Designation	Independent Director
Date of appointment	02/09/2015
Functional Expertise	More than 25 Years Experience as a Technical Manager.
Qualifications	Bachelor's Degree in Mechanical Engineering from Gujarat University.
Directorship in other Companies	NIL
No. of Equity Shares held in the Company	NIL
Membership of Committees of Board	Name of Company	Name of Committee	Chairman/Member
	Wealth First Portfolio Managers Limited	Stakeholder Relationship Committee	Chairman
		Corporate Social Responsibility Committee (w.e.f 4th of May, 2017)	Member
		Nomination & Remuneration Committee	Member
		Compensation Committee (w.e.f 28th of August, 2017)	Member
Inter se relationship with Directors	N.A

5. BINAL GANDHI (DIN: 02740504) (W.E.F. 28TH AUGUST, 2017)

Date of Birth	30/10/1970
Designation	Independent Director
Date of appointment	28/08/2017
Functional Expertise	Ms.Binal Gandhi is the founder of the Learning Curve Academy. Prior to starting the Learning Curve Academy,Ms.Binal Gandhi worked for almost 20 years in the areas of Corporate Finance, Mergers & Acquisitions and Corporate Strategy in senior roles at companies like GE Capital and Wells Fargo in the USA. As Senior Vice President, she led the Mergers and Acquisitions team at Wells Fargo, USA. After moving back to India, Ms.Binal Gandhi was an Executive Director at MAPE Advisory Group, a leading boutique financial services advisory firm in India. She is a visiting faculty at SP Jain and NMIMS, teaching courses in Corporate Finance, Valuation, and Strategic Financial Management. She has a Masters degree in Electrical
Qualifications	Engineering from Purdue University, USA and an MBA from Purdue University, USA. MBA and MSEE from Purdue University
Directorship in other Companies	None
No. of Equity Shares held in the Company	NIL
Membership of Committees of Board	Name of Company	Name of Committee	Chairman/Member
	Wealth First Portfolio Managers Limited	Nomination and Remuneration Committee	Chairman (w.e.f. 28thAugust, 2017)
		Audit Committee	Member (w.e.f. 28thAugust, 2017)
		Compensation Committee (w.e.f 28th of August, 2017)	Chairman
Inter se relationship with Directors	N.A