Summary: This editorial outlines the annual compliance requirements for Nidhi Limited Companies under the Companies Act, 2013, incorporating updates till March 2025. A Nidhi Company is a type of public company formed with the primary objective of promoting savings among its members and conducting financial transactions exclusively with them. Key criteria for incorporation include a minimum paid-up equity share capital of ₹10 lakhs, at least 200 members, and compliance with specific financial ratios and deposit requirements as laid out in the Nidhi Rules, 2014. Nidhi Companies must adhere to 20 mandatory annual compliances. These include disclosures by directors via Forms MBP-1 and DIR-8, half-yearly returns such as MSME-1, PAS-6, and NDH-3, and yearly filings like DPT-3. They are also required to approve and circulate financial statements and hold the Annual General Meeting (AGM) within six months of the financial year-end. Post-AGM, filings like AOC-4, MGT-7, and MGT-8 must be completed. Additional compliance includes maintaining statutory registers, holding at least four board meetings annually, and appointing auditors via Form ADT-1. Exemptions for Nidhi Companies were notified in 2015 and 2017, and specific sections like Section 62 do not apply to them. Moreover, every Nidhi must file NDH-1 within 90 days of the end of its first financial year. While the listed compliances are annual and mandatory, event-based requirements may also arise. Companies are advised to stay updated with regulatory changes to avoid non-compliance.
Background:
In this Flash editorial, the author begins by referring to the provisions of the Companies Act, 2013, read with all the Amendment Acts and rules mentioned there till March, 2025.
As per the latest amendments, Companies requirements for the compliances have been changed in comparison of the compliance requirement as on 01st April 2014 when the Companies Act, 2013, came into effect.
After the commencement of the Companies Act, 2013, from 01st April 2014, the Compliance requirement of the Companies have been increased like MSME-1, BEN-2, DPT-3 etc.
However, some exemptions have been granted to the Nidhi Limited Companies under the Companies Act, 2013, wide Notification No. 05th June, 2015 and 13th June, 2017.
Meaning of Nidhi Company:
Nidhi” means a Company which has been incorporated as a Nidhi with the OBJECT of
- Cultivating the habit of thrift and
- Savings amongst its members,
- Receiving deposits from, and
- Lending to, its members only, for their mutual benefit, and which complies with the rules of Chapter XXVI of the Companies Rules, 2014.
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. 10,00,000/-.
iii. Minimum number of members should be 200.
iv. Net owned funds shall be Rs. 20,00,000/- 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 is not applicable on Nidhi Companies.
ANNUAL COMPLIANCES FOR
NIDHI COMPANY:
| S. No. | Forms | Section & Rules | Particular of Compliance | ||
| QUARTER – I – APRIL TO JUNE | |||||
| 1. | Receipt of MBP-1 | 184(1)
|
Form
MBP- 1 |
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 Director is required to submit with the Company a fresh MBP-1, whenever there is a change in his interest from the earlier given MBP-1.
MBP-1 is not required to file with ROC. |
|||||
| 2. | Receipt of DIR- 8 | 164(2)
143(3)(g) |
Form
DIR – 8 |
Every Director of the Company in each Financial Year will submit with the Company disclosure of non-disqualification. | |
| 3. | Half Yearly Return
(April) |
Section 405 | MSME-1 | Delay in the Payment to MSME Vendor:
Company have to file this return half-yearly in respect of pending payments to the MSME vendors as at end of half -year. (only for payment pending for period more than half year)
|
|
| 4. | Half Yearly Return
(MAY)
|
Rule 9A(3) | PAS-6 | Reconciliation of Share Capital Audit Report. Company is required to submit the reconciliation share capital Audit report with the ROC audited by a practicing Company Secretary as at end of half-year within 60 days of end of half year:
|
|
| 5. | Half Yearly Return
(April) |
Rule 21- Nidhi Rules 2014 | NDH-3 | Every nidhi company shall file half yearly return in e-form NDH-3 within 30 days of conclusion of half year duly certified by Company Secretary in Practice. | |
| 6. | Yearly Return
(June) |
Section 73
Rule 16 |
E-form
DPT-3 |
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. | |
| QUARTER – II – JULY TO SEPTEMBER | |||||
| 7. | Approval of Financial Statement | 134 | Preparation and Approval of Financial Statement. The auditors’ report shall be attached to every financial statement | ||
| 8. | Directors’ Report | 134 | Directors’ Report shall be prepared by mentioning all the information required for the Company under Section 134 read with relevant rules and relevant provisions of other Acts. | ||
| 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 should be MD, if there is any. | |||||
| 9. | Filing of Resolution with ROC | Section 117 read with 179 | MGT-14 | Public Company required filing this form with the ROC within 30 days of the approval of the Directors’ Report and the Financial Statement with ROC. | |
| 10. | Holding of AGM | 96 | Every company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting.
it shall be held within a period of six months, from the date of closing of the financial year. |
||
| 11. | Notice of
AGM |
101 & SS-II | Every Notice of the Annual General Meeting will be prepared as per Section 101 of the Companies Act 2013 and Secretarial Standard – II. | ||
| 12. | Circulation of Notice of AGM | 101 & SS | Notice of the Annual General Meeting will be sent to all the :
|
||
| 13. | Circulation of Financial Statement & other relevant Docs | 136 | Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.
In case the AGM is called on the shorter notice then above mentioned documents shall be circulated on such shorter period. For holding of the AGM on shorter notice companies need to take the proper approvals as per the Act. |
||
| 14. | Annual Form | Rule 12A | DIR-3 KYC | KYC of Directors: All the Directors of the Company shall file this form on or before 30th September every year. | |
| QUARTER – III – OCTOBER TO DECEMBER | |||||
| 15. | E- Forms- Annual Form | 137 | E-form:
AOC-4 |
Financial Statement: Company is required to file its Balance Sheet along with the Statement of Profit and Loss Account, Cash flow statement, Directors’ Report and Auditors’ Report in this form within 30 days of holding of the Annual General Meeting. | |
| Attachment:
Balance Sheet, Statement of Profit & Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report and the Notice of the AGM. |
|||||
| 16. | E- Forms Filing Requirements
Annual Form |
92 | E-form:
MGT-7 |
Annual Return: Every Company will file its Annual Return within 60 days of holding of the Annual General Meeting.
Annual Return will be for the period from 1st April to 31st March. Annual Return of Every Public Company should be signed by a Company Secretary in Practice |
|
| 17. | Certification of Annual Return | 92 | MGT-8 | Public 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. | |
| QUARTER – IV – JANUARY TO MARCH
There is no mandatory compliance for this quarter. |
|||||
| 18. | Board Meetings | 173 &
SS-I |
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. | ||
| 19. | Maintenance of Statutory Registers | 88 and other sections | Company will maintain the following mandatory Registers:
Registers of Related Party transaction etc |
||
| 20. | Appointment of Auditor | 139 | E-form
ADT-1 |
The Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for a 5-year appointment within 15 days of the Annual General Meeting. | |
| Above mentioned 20 (Twenty) Compliances are mandatory annual compliances for the Nidhi Company.
Except above 20 (Twenty), there may be event-based compliances for the Nidhi Company. |
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| Every Nidhi shall within ninety days from the close of the first financial year after its incorporation and where applicable, the second financial year, file a return of statutory compliances in Form NDH-1. | |||||
*****
Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
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