December 1, 2021 6:51 am
Nidhi Company
Advantages
- Limited Liability Protection
to Director’s personal assets - Accept Deposits and grant loans
- Easy Access to Public Funds
- Good option for savings
- Less Complex Structure than NBFC
Minimum Requirements
- Minimum Three Directors
- Minimum Seven Shareholders
- Minimum Capital : 5,00,000/-
- Maximum Fifteen Directors
- One Director shall be
- Indian resident
Introduction
‘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
1. Can only act as a Public Company
The Nidhi Co. that has been incorporated should only act as a Public Company.
2. Cannot issue Preference Shares
Preference shares cannot be issued by any Nidhi company to its members at any condition.
3. 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).
4. 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.
5. 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:
- Number of Members
There should not be less than two hundred members in the company. - Net Owned Funds
The company should have a net owned fund of at least ten lakh rupees or more. - Term Deposit
The companies unencumbered term deposit should not be less than 10% of the total outstanding deposit, (likewise specified in rule 14). - Ratio of Net Owned Fund to Company Deposits
The ratio of the company’s net owned fund to the company deposit should be maximum 1:20.
2. 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 enteredin the register of members. And a director of a Nidhi company is a person who leads or supervises a particulartype of business for the company.
3. Required Documents
- Self-attested ID proof of all members/subscribers and directors, which could be a valid passport,voter id, Aadhar card or valid driving license.
- 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.
- Self-attested PAN Card of all members/subscribers and directors.
- 2-2 Passport Size Colored Photos of Members/Subscribers and Directors
- 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.
4. Other information required
- The total amount of authorized and paid-up share capital of the proposed company and number of shares subscribed by members.
- The place of birth and duration of stay of members and directors at their present residential address.
- Occupation of all members and director.
- The proposed object/business of the proposed company
- Educational qualification of all members and directors.
- Email IDs and contact number of all members and directors.
Process of Registration
The ministry of Corporate Affairs vides its notification dated 18th February 2020effective from 23rd February 2020 has further amended the companies(incorporation) rules, 2014 thereby substituting the old form INC-32 (SPICe) withweb service SPICe+ along with certain other amendments.
1. An 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, kindly check that the name is available on MCA as well as no trademark. Is there no such name under the Class of work you are going to apply.
The same can be checked by clicking on the link below: Trademark Registration
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 can do so together by filling necessary information in Part A and Part B.
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. Thesaid form contains various sections that allow you to save and modify the requiredinformation if required. Also you need to fill the MOA and AOA of the company along with AGILe form.
3. Convert SPICe+ Form into PDF
The third step is to convert the SPICe+ form into a pdf format to affix the DSC.
4. Upload the Form on Ministry of Corporate Affairs
After affixing the DSC the form is required to be upload on the Ministry ofCorporate Affairs in accordance with the existing process.
5. Declaration of the Companies Directors and Subscribers
Declaration of all subscribers and first directors of the company which is currentlybeing 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:
a) The no. of subscribers and/or directors is more than 20.
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 names 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 and EPFO
Registration for ESIC and EPFO has been made mandatory for all new companies that are incorporated w.e.f 23rd February 2020.
3. Professional Registration for Maharashtra
Registration for Profession Tax is made mandatory for all new companiesincorporated in Maharashtra state, with effect from 23rd February 2020.
4. Mandatory Application for opening a bank account
Application for opening of bank account is made mandatory for all newcompanies incorporated with effect from 23rd February 2020 the sameapplication shall be filed through the form AGILE-PRO linked web form.
5. Declaration of Company’s Subscribers and First Directors in PDF form & e-submission
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 is more than 20.
• 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) (in some 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:
• Individual subscribers are Indian nationals
• Individual subscribers who are foreign nationals in case they valid DIN and DSC and also submit proof of a valid business visa
• Non-individual subscribers based in India.
7. 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 if the individual outsourcers do not have a valid business practice or any of the following scenarios: –
| S. No. | Cases | Forms to be filed |
| 1. | Non-Individual first subscriber based outside India | SPICe+ (INC-32) with apostille MOA and AOA as attachments |
| 2. | Non-Individual first subscriber based in India | SPICe+ (INC-32) with linked filing of e-MOA (INC-33) and e-AOA (INC-34) |
| 3. | Indian National being Subscriber other than Director | SPICe+ (INC-32) with linked filing of e-MOA (INC-33) and e-AOA (INC-34) |
| 4. | Indian National being Subscriber-cum-Director | SPICe+ (INC-32) with linked filing of e-MOA (INC-33) and e-AOA (INC-34) |
| 5. | Foreign National being Subscriber other than director having valid DIN | SPICe+ (INC-32) with linked filing of e-MOA (INC-33) and e-AOA (INC-34) along with Valid Business Visa to be submitted. In case Business Visa is not available, apostille MOA and AOA shall be attached and in such cases, e-MOA (INC33) and eAOA (INC-34) are NOT acceptable. |
| 6. | Foreign National being Subscriber-cum-Director having valid DIN | SPICe+ (INC-32) with linked filing of e-MOA (INC-33) and e-AOA (INC-34) along with valid Business Visa to be submitted. In case Business Visa is not available, apostille MOA and AOA shall be attached and in such cases, e-MOA (INC33) and e-AOA (INC-34) are NOT acceptable. |
| 7. | Foreign National being Subscriber-cum-Director not having valid DIN | SPICe+ (INC-32) with apostille MOA and apostille AOA as attachments. |
Note: In all the above-mentioned cases, the maximum number of subscribers allowed shall be 7 for filing of SPICe+ form. Wherever the number of subscribers exceeds 7, SPICe+ form shall be filed with MoA and AoA as attachments.
8. 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 Nidhi Company
GST Rate changes from 1 Jan 2022 vide Notification No . 14,15,16&17/2021 dated 18.11.2021
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FAQs on Nidhi Company
With what objects Nidhi Company should be formed?
The Public Limited Company is best suited for the large business operating entities as helps them in availing the loans easily and making them able to reach people at large also It provides them the credibility and a image of their business in the eye of financial institution, suppliers & potential clients.
How many One Person Company's can be formed by one person?
A person can only form one One Person Company at a time.
What are the requirements of nomination?
A subscriber to the Memorandum of an One Person Company shall be nominating a person to become the member of the One Person Company in the event of death of the subscriber or in his/her incapacity to contract.
In what form consent of nominee is required and whether he/she can withdraw the same?
A prior consent of nominee shall be required in the e-form INC-3 and yes he/she can withdraw the same by giving a notice in writing and the subscriber has to nominate another person within the 15 days on the receipt of such withdrawal.
Can a subscriber has power to change a nominee?
Yes, the subscriber or the member can do so by giving a notice in writing along the changed name of the person nominated by him at any time and the reason for the change also if the case pertains to death or incapacity to contract then he/she shall nominate another person by following the prescribed procedure.
Can a OPC be converted into a Private Limited Company or a Public Limited Company?
Yes, it is possible convert the One Person Company in Private Limited Company or Public Limited Company. No such Company shall be allowed to convert itself voluntarily into any kind of company unless 2 years have been expired from the date of incorporation, except where the capital or turnover threshold limit has been reached.
Under which circumstances an One Person Company shall be required to convert itself into a Private Limited Company or Public Limited Company?
Compulsory Conversion of OPC into Private or Public Company: –OPC Shall be required to convert itself, either into a Private Company or a Public Company as per provisions of this Act, within a period of 6 months from the date:-
- On which it’s paid-up share capital has been increased beyond 50 Lakhs Rupees; or
- On the last day of the relevant period during which it’s average annual turnover exceeds 2 Crore Rupees;
Can a Proprietorship business be converted into a One Person Company knowing the fact that the brand name is already established?
Yes , a Proprietorship business can be converted into a One Person can retain the brand name while registering the same on Ministry of Corporate Affairs.
What if the One Person Company makes loss during the year , whether the statutory returns needs to be filed?
Annual Compliances are the mandatory compliances to be carried out despite of the fact that no business transaction was done during the year. Financial Statements shall be filed with the Registrar of Companies within 180 days from the date of incorporation.
Can a One Person Company become a member of another Public Limited Company ?
Yes, there is no such restriction with respect to the One Person Company for becoming a member of Private Limited Company.
What will be the form of One Person Company ?
One Person Company shall be regarded as a Private Limited Company and can be formed as a company limited by a share capital or as a guarantee
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