Nidhi Company – Registration & Compliance

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    Restriction on Nidhi Company

    A Nidhi Company is subject to several restrictions to ensure that it operates in compliance with the regulations set by the Ministry of Corporate Affairs (MCA). Here are some of the key restrictions on a Nidhi Company:

    Objectives: A Nidhi Company is primarily formed to encourage savings and thrift among its members and provide loans to its members. The company is not allowed to engage in any other business activity or accept deposits from non-members. 

    Share Capital: The minimum paid-up equity share capital required for a Nidhi Company is INR 5 lakhs, and it should have a net owned fund of at least INR 10 lakhs. 

    Membership: A Nidhi Company can only have members who are individuals and not corporates or other entities. It is also required to have at least 200 members within one year of incorporation.                         

    Deposits: A Nidhi Company can only accept deposits from its members and not from the public. It is also required to maintain a certain ratio between its net owned funds and deposits. 

    Lending: A Nidhi Company can only lend to its members, and the maximum amount of loan that can be provided to a member is restricted to 20 times the amount of his shareholding in the company.

    Branches: A Nidhi Company is not allowed to open branches until it has earned profits for three consecutive years and has complied with other regulatory requirements.

    nidhi company – registration & compliance

    Nidhi Company – Registration & Compliance

    A Nidhi Company is a type of non-banking financial company (NBFC) that is recognized under the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs (MCA) in India. Nidhi companies primarily deal with the borrowing and lending of money between their members.

    The main objective of a Nidhi company is to promote savings and encourage thrift among its members. Members of a Nidhi company are typically individuals from the same locality or community who contribute to a common fund, which is then lent out to members of the company at a reasonable rate of interest.

    To be classified as a Nidhi company, the company must comply with certain regulations set by the MCA, including having a minimum of 200 members, maintaining a minimum net owned funds of Rs. 10 lakh, and restricting the acceptance of deposits to its members only.

    Nidhi companies are not allowed to engage in any other business activity apart from borrowing and lending money among its members. They are also not allowed to issue any preference shares, debentures or any other securities, and are required to maintain strict compliance with the regulations set by the MCA.

    Advantages of Nidhi Company:

    The following are some advantages of a Nidhi Company:

    1. Easy Formation: The formation of a Nidhi company is relatively easy and can be done with minimal legal formalities.
    1. Limited Liability: The liability of the members of a Nidhi company is limited to the extent of their share capital contribution.
    1. No External Influence: Nidhi companies are controlled and managed by their members, which ensures that there is no external influence on the company's operations.
    1. Small-Savings Oriented: Nidhi companies primarily target small savers who are unable to access formal banking services. This helps to mobilize savings and promote financial inclusion.
    1. Low Cost of Borrowing: Since Nidhi companies primarily lend to their members, they can offer loans at a lower rate of interest compared to traditional lenders.
    1. No RBI Approval Required: Unlike other types of NBFCs, Nidhi companies do not require prior approval from the Reserve Bank of India (RBI) to commence operations.
    1. Tax Benefits: Nidhi companies are eligible for various tax benefits, including exemptions from dividend distribution tax and tax on interest income earned from lending activities.

    It is important to note that while Nidhi companies offer several advantages, they must comply with the regulations set by the Ministry of Corporate Affairs (MCA) to avoid any legal or regulatory issues.

     

    Registration process for Nidhi Company: -

    The following is the registration process for a Nidhi Company in Indi

    1. Obtain Digital Signature Certificate (DSC): The first step in the registration process is to obtain a DSC for all the proposed directors of the company. A DSC is required for online submission of forms.
    1. Apply for Director Identification Number (DIN): Once the DSC is obtained, the next step is to apply for a DIN for all proposed directors of the company. A DIN is a unique identification number assigned to each director by the Ministry of Corporate Affairs (MCA).
    1. Apply for Name Approval: After obtaining the DIN, the next step is to apply for name approval of the proposed company. The name of the company should comply with the guidelines set by the MCA.
    1. Drafting of Memorandum of Association (MOA) and Articles of Association (AOA): Once the name is approved, the MOA and AOA of the company must be drafted. These documents define the objectives and rules of the company.
    1. Filing of Incorporation Forms: Once the MOA and AOA are drafted, the next step is to file incorporation forms with the MCA. The forms include SPICe (Simplified Proforma for Incorporating Company Electronically) and URC-1 (Application by a company for registration under section 406 of the Companies Act, 2013).
    1. Obtain Certificate of Incorporation: Once the incorporation forms are approved by the MCA, the company is issued a Certificate of Incorporation. This certificate indicates the formation of the company and the date of incorporation.
    1. Apply for PAN and TAN: After obtaining the Certificate of Incorporation, the company must apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) from the Income Tax Department.

    It is important to note that the registration process may take anywhere between 20-30 days, depending on the MCA's processing time. Also, the company must comply with the regulations set by the MCA after incorporation to avoid any legal or regulatory issues.

     

    Objectives of Nidhi Company

    The main objective of a Nidhi Company is to promote the habit of saving and thrift among its members and to lend money to its members at a reasonable rate of interest.

    Here are some more specific objectives of a Nidhi Company:

    • To encourage and promote small savings among its members.
    • To accept deposits and provide loans to its members.
    • To provide financial assistance for various purposes such as education, marriage, housing, and business.
    • To ensure that members have access to credit facilities at reasonable rates of interest.
    • To promote financial inclusion and provide access to banking services to underserved and unbanked communities.
    • To provide a platform for members to pool their resources and collaborate for mutual benefit.
    • To create a sense of belonging and trust among members through the promotion of mutual cooperation and support.

    It is important to note that a Nidhi Company is primarily formed for the benefit of its members, and therefore its operations are restricted to the borrowing and lending of money among its members only. The company is not allowed to engage in any other business activity or accept deposits from non-members.

    Compliances For Nidhi Company

    The term compliance describes the ability to comply with orders, set of rules, or requests. A Nidhi Company that has been incorporated in India must ensure the compliances concerning the Companies Act, 2013 are adequately met. It requires controlling its active status through the regular filing with the Ministry of Corporate Affairs (MCA). The compliances relevant to the Nidhi Company could be segregated into two sections:

    1. Annual Compliances and
    2. Event-Based Compliances

     

    1. Annual Compliances

    Here is a list of annual compliance requirements for a Nidhi Company:

    • Annual General Meeting (AGM): A Nidhi Company is required to hold at least one AGM in each financial year. The AGM should be held within six months from the end of the financial year.
    • Financial Statements: The company is required to prepare and file its financial statements within 30 days from the conclusion of the AGM. The financial statements should include the balance sheet, profit and loss account, and cash flow statement.

     

    • Auditor Appointment: The company is required to appoint an auditor for the year and get its books of accounts audited by a qualified Chartered Accountant.

     

    • Income Tax Return Filing: The company is required to file its income tax return by 30th September of the financial year.

     

    • ROC Annual Return: The company is required to file its annual return in form NDH-1 with the Registrar of Companies (ROC) within 90 days from the closure of the financial year.

     

    • Maintenance of Statutory Registers: The company is required to maintain various registers such as Members Register, Deposits Register, Loans Register, etc.

     

    • Board Meetings: The company is required to hold at least one Board Meeting in each quarter of the financial year.

     

    • Updating KYC Details of Members: The company is required to update KYC details of its members on a regular basis.

     

    • Compliance with Other Laws: The company is required to comply with various other laws such as the Income Tax Act, 1961, and the Companies Act, 2013.

     

    It is important for a Nidhi Company to ensure timely compliance with all the above annual compliance requirements to avoid penalties and fines and maintain its good standing with the regulatory authorities.

    Event Based Compliances:

    Apart from the annual compliance requirements, a Nidhi Company is also required to comply with various event-based compliance requirements. Here are some of the key event-based compliance requirements for a Nidhi Company:

    • Change in Directors: If there is any change in the Board of Directors of the company, the company is required to intimate the same to the ROC within 30 days from the date of change.

     

    • Change in Registered Office: If the registered office of the company is changed, the company is required to file Form INC-22 with the ROC within 30 days from the date of change.

     

    • Change in Objectives: If there is any change in the objectives of the company, the same should be approved by the members in a general meeting and the company is required to file Form NDH-3 with the ROC within 30 days from the date of change.

     

    • Increase in Authorized Share Capital: If the company wants to increase its authorized share capital, it should pass a special resolution in a general meeting and file Form SH-7 with the ROC within 30 days from the date of passing the resolution.

     

    • Loans to Directors: If the company gives any loan to its directors, it should comply with the provisions of the Companies Act, 2013, and file Form MGT-14 with the ROC within 30 days from the date of giving the loan.

     

    • Acceptance of Deposits: If the company accepts any deposit from its members, it should comply with the provisions of the Companies Act, 2013, and file Form DPT-3 with the ROC within 30 days from the date of accepting the deposit.

     

    • Change in Name: If the company wants to change its name, it should pass a special resolution in a general meeting and file Form INC-24 with the ROC within 30 days from the date of passing the resolution.

    It is important for a Nidhi Company to ensure timely compliance with all the event-based compliance requirements to avoid penalties and fines and maintain its good standing with the regulatory authorities.

    Frequently Asked Question(FAQ)

    Nidhi Company – Registration & Compliance

    A minimum of 7 members are required to form a Nidhi Company.

    A Nidhi Company should have a minimum of 3 directors and a maximum of 15 directors.

    Yes, it is mandatory to include the word “Nidhi Limited” in the name of the company.

    The minimum limit of share capital required to form a Nidhi Company is Rs. 5 lakhs, and the maximum limit is Rs. 10 crores.

     No, a Nidhi Company cannot accept deposits from non-members.

    No, a Nidhi Company cannot carry on any other business activities apart from its main business of accepting deposits and lending money.

    No, a Nidhi Company cannot issue preference shares.

    The penalty for non-compliance with the provisions of the Nidhi Rules, 2014 can be up to Rs. 5 lakhs.

     Yes, it is mandatory for a Nidhi Company to get its books of accounts audited by a qualified Chartered Accountant.