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 | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Quarterly |
| Date of Report | 30-06-2023 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 1000 listed entities |
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 | 162.26 | 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 | 54.25 | 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 | 82.18 | 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 | 18-02-2023 | 40.12 | 4 | 4 | 9 | 5 | ||||||||
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 | 24-05-2023 | 61.6 | 3 | 3 | 4 | 3 | ||||||||
| 6 | Mr | PANKAJ VAISH | AABPV3825F | 00367424 | Non-Executive - Independent Director | Not Applicable | 09-02-1962 | No | Active | NA | 22-09-2021 | 22-09-2021 | 21.8 | 4 | 4 | 6 | 0 | ||||||||
Text Block | |
| Textual Information(1) | On June30,2023 their is no chairperson. As per BSE Notice No. 20230410-45 and NSE Circular ref.no.NSE/CML/2023/31 dated April 10, 2023 and only for the submission of CG Report, Mr. Devesh Sachdev, MD and CEO, who chaired the latest board Meeting, is selected as Chairperson. The members in its EGM on February 16, 2023 has re-appointed Ms.Ratna Dharashree Vishwanathan (DIN: 07278291) for 3 consecutive years commencing from May 24, 2023 before the completion of her existing term. |
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 | 00367424 | PANKAJ VAISH | Non-Executive - Independent Director | Member | 11-02-2023 | ||
| 5 | 99999999 | Sanjay Choudhary | Chief Risk Officer | Member | 26-05-2021 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | Mr. Sanjay Chaudhary is the Chief Risk Officer of the company. |
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 | 23-01-2023 | Yes | 6 | 6 | 3 | |||
| 2 | 11-02-2023 | 18 | Yes | 6 | 5 | 3 | ||
| 3 | 22-05-2023 | 99 | 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 | 11-02-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 22-05-2023 | 99 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Risk Management Committee | 11-02-2023 | Yes | 3 | 3 | 1 | 1 | |||
| 4 | Risk Management Committee | 22-05-2023 | 99 | Yes | 4 | 4 | 2 | 1 | ||
| 5 | Nomination and remuneration committee | 23-01-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 6 | Nomination and remuneration committee | 11-02-2023 | 18 | 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 | Nomination and remuneration committee | 22-05-2023 | 99 | Yes | 3 | 3 | 2 | 0 | ||
| 8 | Corporate Social Responsibility Committee | 11-02-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 9 | Corporate Social Responsibility Committee | 22-05-2023 | 99 | Yes | 3 | 3 | 2 | 0 | ||
| 10 | Stakeholders Relationship Committee | 11-02-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 11 | Stakeholders Relationship Committee | 22-05-2023 | 99 | 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) | Yes | |
| 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 June 30, 2023 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 | 20-07-2023 |