‘Nidhi’ means a company that aims to increase the sustainability and saving habits of its members, to take deposits, and to lend only to its members for their mutual benefit. Only an individual can be a member of a Nidhi company. A corporation or limited partnership cannot become a member of a Nidhi Company. Hence it cannot take deposits from or lend money to any corporate body. A Nidhi Company also provides loans to its members at a lesser rate comparatively than Banks. The company independently still must adhere with the rules and regulations set by the Central Government for regulation of such companies.

Basic Conditions For Incorporation Of A Nidhi Company

There are some basic conditions for incorporation of a Nidhi company, which are as follows:

  1. Can only act as a Public Company: The Nidhi Co. that has been incorporated should only act as a Public Company.
  1. Cannot issue Preference Shares: Preference shares cannot be issued by any Nidhi company to its members at any condition.
  1. Paid-up Share Capital: Every Nidhi company need to have a paid-up equity share capital for the company, of the amount of Rs. 500000 (five lakhs only).
  1. Inclusions in MOA: Every Nidhi company should include objects in its MOA other that these objects of receiving deposits from and lending money to its members only for mutual benefit.
  1. Company Name: All Nidhi companies should end its company name with Nidhi Ltd. Only.

Requirements For Incorporation Of A Nidhi Company

  1. Requirements For Minimum Number Of Members and Net Owned Funds: Every Nidhi company must have the following criteria fulfilled after one year of commencement of its rules:
  2. Number of Members: There should not be less than two hundred members in the company.
  3. Net Owned Funds: The company should have a net owned fund of at least ten lakh rupees or more.
  4. Term Deposit: The companies unencumbered term deposit should not be less than 10% of the total outstanding deposit, (likewise specified in rule 14).
  5. Ratio of Net Owned Fund to Company Deposits: The ratio of the company’s net owned fund to the company deposit should be maximim 1:20.

Requirements of Minimum Number of Member/Subscribers and Directors:

The minimum number of members/subscribers required to register for a Nidhi company are seven members and the minimum number of directors required are only 3 to register for a Nidhi company. Therefore, a member of a Nidhi company is a person who buys and owns shares in a company with share capital. They become members when their name is entered in the register of members.

And a director of a Nidhi company is a person who leads or supervises a particular type of business for the company.

Required Documents:

The documents required for incorporation of a Nidhi company are,

(a) Self-attested ID proof of all members/subscribers and directors, which could be a valid passport, voter id, Aadhar card or valid driving license.

(b) Self-attested address proof of all members/subscribers and directors (It should not be older than 2 months), which includes bank statements, electricity bill, telephone bill, mobile bill.

(c) Self-attested PAN Card of all members/subscribers and directors.

(d) 2-2 Passport Size Colored Photos of Members/Subscribers and Directors is required.

(e) The documents and information of the registered office is also required.

  • If the registered office is taken on lease, then a NOC from the landlord, lease agreement, utility bill (either electricity bill or mobile bill or telephone bill which is not older than 2 months) is to be submitted.
  • If the registered office is not taken on lease, then a NOC from the owner of the property, property papers, utility bill (either electricity bill or mobile bill or telephone bill which is not older than 2 months) is to be submitted.

Information Required:

There is certain information required for incorporation of a Nidhi company such as:

(a) The total amount of authorized and paid-up share capital of the proposed company and number of shares subscribed by members.

(b) The place of birth and duration of stay of members and directors at their present residential address.

(c) Occupation of all members and director.

(d) The proposed object/business of the proposed company.

(e) Educational qualification of all members and directors.

(f) Email IDs and contact number of all members and directors.

Process Of Registration

The ministry of Corporate Affairs vides its notification dated 18th February 2020 effective from 23rd February 2020 has further amended the companies (incorporation) rules, 2014 thereby substituting the old form INC-32 (SPICe) with web service SPICe+ along with certain other amendments.

Step 1: Application of Name Registration

The first step is to make an application for reservation of name which shall be reserved by using the web services (SPICe+) available at www.mca.gov.in along with the specified fees. Before Applying for the name, it must be checked that the name is available on MCA as well as no trademark is there of such name under the class of work, you are going to apply.

The new integrated form consists of two parts i.e. Part A and Part B. The Name(s) of a company can be reserved in Part A of SPICe+. In case the applicant wants to apply for name, incorporation, and other integrated services together, he/she can do so together by filling necessary information in Part A and Part B.

Step 2: Fill Part B of SPICe+, MOA, AOA and AGILe Form

The second step is to fill the Part B of SPICe+ for registering the Company. The said form contains various sections that allow you to save and modify the required information if required. Also you need to fill the MOA and AOA of the company along with AGILe form.

Step 3: Covert SPICe+ into a Pdf

The third step is to convert the SPICe+ form into a pdf form in order to affix the DSC.

Step 4: Upload the Form on Ministry of Corporate Affairs

After affixing the DSC the form is required to be upload on the Ministry of Corporate Affairs in accordance with the existing process.

Step 5: Declaration of the Companies Directors and Subscribers

Declaration of all subscribers and first directors of the company which is currently being filed in Form INC-9 will be automatically generated in pdf format and shall

be submitted only through Electronic form in all cases, except in case:

  1. a) The no. of subscribers and/or directors is more than 20.
  2. b) Any of the subscribers and/or directors do not have DIN and PAN

Changes As Per The Amendments Introduced Recently

  1. No need to mention SRN: There is no need to mention SRN for name reserved in Part A of SPICE+ as the same will be automatically displayed while filing Part B after filing of Part A.
  2. Mandatory Registration for ESIC & EPFO: Registration for ESIC and EPFO has been made mandatory for all new companies that are incorporated with effect from 23rd February 2020.
  3. Professional Registration for Maharashtra: Registration for Profession Tax is made mandatory for all new companies incorporated in Maharashtra state, with effect from 23rd February 2020.
  4. Mandatory Application for Bank Account: Application for opening of bank account is made mandatory for all new companies incorporated with effect from 23rd February 2020 the same application shall be filed through the form AGILE-PRO linked web form.
  5. Declaration of Subscribers & First Directors: Declaration of all subscribers and first directors of the company which is currently being filed in Form INC-9 will be automatically generated in pdf format and shall be submitted only through Electronic form in all cases, except in case:
    The no. of subscribers and/or directors are more than 20.
    If any of the subscribers and/or directors don’t have DIN and PAN.
  6. Mandatory use of e-MoA (INC-33) and e-AoA (INC-34) (insome cases)
    It is mandatory to use e-MoA (INC-33) and e-AoA (INC-34) in case the number of subscribers is up to 7 and in the following scenarios:
  • If individual subscribers are Indian nationals.
  • If individual subscribers who are foreign nationals in case they have valid DIN and DSC and also submit proof of a valid business visa.
  • If non-individual subscribers are based in India.
  1. Signed Physical Copies of the MoA / AoA (in some cases): Physical copies of the MoA / AoA must be signed and attached if the individuals first subscribers are located outside India or outsourcers do not have  valid business practice or any of the following scenarios: –
    No. Cases Forms filed:
  1. Mandatory Filing of Statutory Return: Companies newly incorporated through SPICE+ and who have obtained EPFO/ESI number will have to file Statutory Return only if the prescribed threshold limit has been exceeded.

To read more about nidhi company compliances, click on https://www.cagmc.com/how-to-run-a-nidhi-company/

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