General information about company | |
| Scrip code | 543652 |
| NSE Symbol | FUSION |
| MSEI Symbol | NA |
| ISIN | INE139R01012 |
| Name of the entity | FUSION MICRO FINANCE LIMITED |
| Date of start of financial year | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Quarterly |
| Date of Report | 31-12-2022 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | No | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Devesh Sachdev | AOWPS6753C | 02547111 | Executive Director | Chairperson | CEO-MD | 25-12-1972 | No | Active | NA | 05-11-2009 | 05-12-2018 | 157 | 1 | 0 | 1 | 0 | |||||||
| 2 | Mr | Narendra Ostawal | AADPO9336J | 06530414 | Non-Executive - Nominee Director | Not Applicable | 13-11-1977 | No | Active | NA | 05-12-2018 | 05-12-2018 | 48 | 3 | 0 | 5 | 0 | ||||||||
| 3 | Mr | Kenneth Dan Vander Weele | BTCPV8143B | 02545813 | Non-Executive - Nominee Director | Not Applicable | 22-04-1953 | No | Active | NA | 12-08-2016 | 12-08-2016 | 76 | 1 | 0 | 0 | 0 | ||||||||
| 4 | Ms | Namrata Kaul | ABCPK7626D | 00994532 | Non-Executive - Independent Director | Not Applicable | 15-03-1964 | No | Active | NA | 18-02-2020 | 18-02-2020 | 34 | 4 | 4 | 8 | 3 | ||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Ms | Ratna Dharashree Vishwanathan | ABWPV2112K | 07278291 | Non-Executive - Independent Director | Not Applicable | 15-04-1963 | No | Active | NA | 24-05-2018 | 24-05-2018 | 55 | 3 | 3 | 4 | 1 | ||||||||
| 6 | Mr | Pankaj Vaish | AABPV3825F | 00367424 | Non-Executive - Independent Director | Not Applicable | 09-02-1962 | No | Active | NA | 22-09-2021 | 22-09-2021 | 15 | 4 | 4 | 6 | 0 | ||||||||
Text Block | |
| Textual Information(1) | Board Composition is in compliance with SEBI(LODR)Regulations, 2015 SECURITIES AND EXCHA NGE BOARD OF INDIA ( LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULA TIONS, 2015 SECURITIES AND EXCHA NGE BOARD OF INDIA ( LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULA TIONS, 2015 SECURITIES AND EXCHA NGE BOARD OF INDIA ( LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULA TIONS, 2015 SECURITIES AND EXCHA NGE BOARD OF INDIA ( LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULA TIONS, 2015 |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00994532 | Namrata Kaul | Non-Executive - Independent Director | Chairperson | 18-02-2020 | ||
| 2 | 00367424 | Pankaj Vaish | Non-Executive - Independent Director | Member | 22-09-2021 | ||
| 3 | 06530414 | Narendra Ostawal | Non-Executive - Nominee Director | Member | 30-01-2019 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07278291 | Ratna Dharashree Vishwanathan | Non-Executive - Independent Director | Chairperson | 24-05-2018 | ||
| 2 | 06530414 | Narendra Ostawal | Non-Executive - Nominee Director | Member | 30-01-2019 | ||
| 3 | 00994532 | Namrata Kaul | Non-Executive - Independent Director | Member | 18-02-2020 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07278291 | Ratna Dharashree Vishwanathan | Non-Executive - Independent Director | Chairperson | 26-05-2021 | ||
| 2 | 02547111 | Devesh Sachdev | Executive Director | Member | 26-05-2021 | ||
| 3 | 00994532 | Namrata Kaul | Non-Executive - Independent Director | Member | 26-05-2021 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00994532 | Namrata Kaul | Non-Executive - Independent Director | Chairperson | 26-05-2021 | ||
| 2 | 06530414 | Narendra Ostawal | Non-Executive - Nominee Director | Member | 30-01-2019 | ||
| 3 | 02547111 | Devesh Sachdev | Executive Director | Member | 12-02-2016 | ||
| 4 | 99999999 | Sanjay Choudhary | Chief Risk Officer | Member | 26-05-2021 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07278291 | Ratna Dharashree Vishwanathan | Non-Executive - Independent Director | Chairperson | 30-01-2019 | ||
| 2 | 02547111 | Devesh Sachdev | Executive Director | Member | 03-12-2015 | ||
| 3 | 00367424 | Pankaj Vaish | Non-Executive - Independent Director | Member | 22-09-2021 | ||
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 12-08-2022 | Yes | 6 | 6 | 3 | |||
| 2 | 30-09-2022 | 48 | Yes | 6 | 6 | 3 | ||
| 3 | 25-10-2022 | 24 | Yes | 6 | 6 | 3 | ||
| 4 | 07-11-2022 | 12 | Yes | 6 | 6 | 3 | ||
| 5 | 28-11-2022 | 20 | Yes | 6 | 6 | 3 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 12-08-2022 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 30-09-2022 | 48 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Audit Committee | 28-11-2022 | 58 | Yes | 3 | 3 | 2 | 0 | ||
| 4 | Risk Management Committee | 12-08-2022 | Yes | 3 | 3 | 1 | 1 | |||
| 5 | Risk Management Committee | 28-11-2022 | 107 | Yes | 3 | 3 | 1 | 1 | ||
| 6 | Nomination and remuneration committee | 28-11-2022 | Yes | 3 | 3 | 2 | 0 | |||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Corporate Social Responsibility Committee | 12-08-2022 | Yes | 3 | 3 | 2 | 0 | |||
| 8 | Corporate Social Responsibility Committee | 28-11-2022 | 107 | Yes | 3 | 3 | 2 | 0 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | NA | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
Annexure 1 | |||
VI. Affirmations | |||
| Sr | Subject | Compliance status (Yes/No) | |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes | |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes | |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes | |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes | |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA | |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Mr.Deepak Madaan |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block | |
| Textual Information(1) | The Corporate Governance Report for the quarter ended December 31, 2022 will be placed in the upcoming Board Meeting. |
Signatory Details | |
| Name of signatory | Mr. Deepak Madaan |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Gurugram |
| Date | 17-01-2023 |