Compliance requirement of Nidhi Companies has gone through various changes since the day Companies Act, 2013 has come into force. In recent past Compliance requirement of Companies has been increased with introduction of new forms i.e. MSME-1, BEN-2 etc. However, some exemptions are granted to Nidhi Limited Companies under Companies Act, 2013 wide notification No. G.S.R. 465(E) dated 05.06.2015.
Meaning of Nidhi Company:
Nidhi” means a company which has been incorporated as a Nidhi with the OBJECT of
Important Features of Nidhi Limited Companies:
i. A Nidhi company to be incorporated under this Act shall be a Public Company;
ii. It shall have a minimum paid up equity share capital of Rs.5,00,000/-;
iii. Minimum number of members should be 200;
iv. Net owned funds shall be Rs.10,00,000/- or more (‘Net owned funds’ means the aggregate of paid up equity share capital and free reserved as reduced by the accumulated and intangible assets appearing in the last audited balance sheet);
v. Ratio of net owned funds to deposit shall be not more than 1:20;
vi. Unencumbered term deposits of not less than 10% of the outstanding deposits as specified in Rule 14;
vii. Section 62 Doesn’t applicable on Nidhi Companies.
ANNUAL COMPLIANCES FOR
|S. No.||Section & Rules||Particular of Compliance|
|1.||Receipt of MBP-1||184(1)||Form
|Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities.|
|Every Directoris required to submit with the Companya fresh MBP-1, whenever there is change in his interest from the earlier given MBP-1.|
|2.||Receipt of DIR- 8||164(2)
DIR – 8
|Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.|
|3.||E- Forms Filing Requirements
|Annual Return: Every Company will file its Annual Return within 60 days of holding of Annual General Meeting.
Annual Return will be for the period 1st April to 31st March.
|4.||92||MGT-8||Company having paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice.|
|Financial Statement: Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash flow statement,Directors’Reportand Auditors’ Report in this form within 30 days of holding of Annual General Meeting.|
Balance Sheet, Statement of Profit& Loss Account, Cash Flow Statement, Directors’Report, Auditors’ Report and Notice of AGM.
|6.||Filing of Resolution with ROC||Section 117 read with 179||MGT-14||Company is required filing this form with ROC within 30 days of approval of Directors’ Report and Financial Statement with ROC.|
|7.||Annual Form||Section 73
|Return of Deposit: Company is required to file this form every year on or before 30th June in respect of return of Deposit and Particulars not considered as Deposit as on 31st March.|
|8.||Event Based Form||Section 90||BEN-2||Disclosure of Significant Beneficial Owner: Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder.
Note: On regular basis company have to check whether there is any SBO in company due to change in its shareholding or due to change in shareholding of body corporate members.
|9.||Annual Form||Rule 12A||DIR-3 KYC||KYC of Directors: All the Directors of company shall file this form on or before 30th September every year for all the directors of the Company.|
|10.||Half Yearly Return||Section 405||MSME-1||Delay in Payment to MSME Vendor: Company have to file this return half yearly in respect of pending payments to MSME vendors as at end of half year.
|11.||Directors’ Report||134||Directors’Report shall be prepared by mentioning all the information required for Company under Section 134 read with relevant rules and relevant provisions of other Act.|
|It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors one of them MD if there is any.|
|101 & SS-II||Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard – II.|
|13.||Sending of Notice of AGM||101 & SS||Notice of Annual General Meeting will be sent to following:
|14.||Board Meetings||173 &
|Every Company shall hold a minimum number of FOUR meetings of its Board of Directors every year in such a manner that maximum gap between two meetings should not be more than 120 (One hundred twenty) days.Company should hold at least 1 (one) Board Meeting every quarter of calendar year.|
|15.||Maintenance of Statutory Registers||88 and other sections||Company will maintain the following mandatory Registers:
|16.||Appointment of Auditor||139||E-form
|Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for 5-year appointment within 15 days of Annual General Meeting.|
|Above mentioned 16 (Sixteen) Compliances are mandatory yearly compliances for the NidhiCompany. Except above 16 (Sixteen), there may be event-based compliances for the Nidhi Company.|
LIMIT BASED ANNUAL COMPLIANCES FOR
|S. No.||Section & Rules||Particular of Compliance|
|1.||E- Forms Filing
|196||MR-1||Return of appointment and re-appointment of Managing Director or Whole Time Director or Manager or KMP.|
|2.||149||DIR- 12||Appointment of Independent Director.|
|3.||149||DIR- 12||Appointment of Women Director.|
|4.||138||MGT-14||Appointment of Internal Auditor.|
|All below mentioned Company are required to get Secretarial Audit of the Company from the Practicing Company Secretary and repot of PCS will be part of Directors’Report (MR-3).
a) All Listed Companies
b) Every Public Company having;
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