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Article explain Changes in Nidhi Rules, 2014 vide Nidhi (Amendment) Rules, 2022. It explains the provision as existed before Introduction of Nidhi (Amendment) Rules, 2022 vide MCA Notification No. G.S.R. 301(E) Dtd. 19th April, 2022 and changes Post introduction of Nidhi (Amendment) Rules, 2022.
| NIDHI (AMENDMENT) RULES, 2022 | ||||
| S.NO. | SECTIONS /RULES/ PROVISIONS/ CRITERIA | BEFORE AMENDMENT | AFTER AMENDMENT (19TH APRIL 2022) | APPLY TO |
| 1 | INSERTED DEFINITION OF BRANCH | NEW SUB RULE 3(1)(aa) inserted | RULE 3(1)(aa)- Branch‟ means a place other than the registered office of Nidhi”, | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMEN DMENT |
| 2 | RULE 3A DECLARATION OF NIDHI-NDH 4 | COMPANIES NEED TO FILE NDH 4 WITHIN 60 DAYS FROM THE DATE OF EXPIRY OF 1 YEAR FROM INCORPORATION DATE, companies fail to comply with such proviso shall not be allowed to file Form SH-7 and Form PAS-3 | NEW PROVISO INSERTED FOR NON FILING OF NDH-4: if company fails to file such form on or after the amendment or in case form filed by company is rejected by CG , then such company shall not accept deposit from its members and provide any loan to its members from the date of non compliance and rejection. Any deposits raised by company after rejection and non compliance shall be treated as deposit under section v of companies act 2013 | ALL NIDHI COMPANIES REGISTERED BEFORE AMENDMENT (19TH APRIL 2022) |
| 3 | ADDITION OF RULE 3B AFTER RULE 3A | ADDITION OF RULE 3B AFTER RULE 3A | New Nidhi Shall file NDH-4 within a period of 120 days from the date of Incorporation, IF ITS HAS NOT LESS THAN 200 MEMBERS AND NET OWN FUNDS OF 20 LAKH RUPEES | ALL NIDHI COMPANIES REGISTERED AFTER AMENDMENT (19TH APRIL 2022) |
| The company shall also attach in Form NDH-4, the declaration with regard to fulfilment of fit and proper person criteria, as per this sub-rule, by all the promoters and directors of the company | ||||
| NO PERSON CAN BE DIRECTOR IN 5 OR MORE NIDHI COMPANIES AND PROMOTER IN 3 OR MORE NIDHI COMPANIES | ||||
| THE APPLICATION FILED IN FORM NDH 4 ABOVE SHALL BE EXAMINED BY CG AND CONVEY DECSION WITHIN 45 DAYS, IF NOT THEN SUCH FORM DEEMED AS APPROVED | ||||
| THE DECISION OF CG APPROVING OF APPLICATION SHALL BE FILED WITH REGISTRAR WITH FORM INC 20A (IN SHORT Company shall commence its business only after approval of NDH-4) | ||||
| 4 | RULE 4(1) | A Nidhi shall be a public company and shall have a minimum paid up equity share capital of five lakh rupees. | A Nidhi shall be a public company and shall have a minimum paid up equity share capital of TEN lakh rupees. | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| FROM 19TH APRIL 2022, EVERY EXISTING NIDHI COMPANY SHALL COMPLY WITH THIS REQUIREMENT WITHIN 18 MONTHS FROM THE DATE OF SUCH COMMENCEMENT | ||||
| 5 | RULE 5 Requirements for Minimum Number of Members, Net Owned Fund etc | IN RULE 5, SUB RULE (5) IS INSERTED | The provisions of this rule shall not be applicable for the companies incorporated as Nidhi on or after the commencement of the Nidhi (Amendment) Rules, 2022 | ALL NIDHI COMPANIES REGISTERED AFTER AMENDMENT (19TH APRIL 2022) |
| 6 | RULE 6 (d) General Restrictions or Prohibitions | (d) acquire another company by purchase of securities or control the composition of the Board of Directors of any other company in any manner whatsoever or enter into any arrangement for the change of its management, unless it has passed a special resolution in its general meeting and also obtained the previous approval of the Regional Director having jurisdiction | “(d) acquire or purchase securities of any other company or control the composition of the Board of Directors of any other company in any manner whatsoever or enter into any arrangement for the change of its management”; | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| 7 | RULE 6 General Restrictions or Prohibitions | after clause K, new clause inserted | (l) raise loans from banks or financial institutions or any other source for the purpose of advancing loans to members of Nidhi | |
| 8 | RULE 8 MEMBERSHIP | after sub-rule (3) , NEW SUB RULE INSERTED | (4) A member shall not transfer more than 50% of his shareholding (as on the date of availing of loan or making of deposit) during the subsistence of such loan or deposit, as the case may be | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| PROVIDE THAT THE MEMBER SHALL RETAIN THE MINIMUM NO. OF 10 EQUITY SHARES EQUAL TO RS 100 AT ALL TIMES | ||||
| 9 | RULE 9 NET OWN FUNDS | Every Nidhi shall maintain Net Owned Funds of not less than ten lakh rupees | Every Nidhi shall maintain Net Owned Funds of not less than 20 LAKH lakh rupee | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| FROM 19TH APRIL 2022, EVERY EXISTING NIDHI COMPANY SHALL COMPLY WITH THIS REQUIREMENT WITHIN 18 MONTHS FROM THE DATE OF SUCH COMMENCEMENT | ||||
| 10 | RULE 10 BRANCHES | (4) No Nidhi shall open branches or collection centers or offices or deposit centers, or by whatever name called outside the State where its registered office is situated | In sub-rules (4) and (5), the words “or collection centers or offices or deposit centers, or by whatever name called” shall be omitted | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| (5) No Nidhi shall open branches or collection centers or offices or deposit centers, or by whatever name called unless a financial statement and annual return are filed with the registrar | ||||
| 11 | RULE 10 BRANCHES | after sub-rule (6), the following sub-rule (7) shall be inserted | (7) Any place, not being a registered office or a branch, where a Nidhi carries on its operation shall be closed within a period of six months from the date of commencement of the Nidhi (Amendment) Rules,2022 and intimation shall be sent to the Registrar in this regard in Form NDH-2. | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| 12 | RULE 12 Application Form for Deposit | Loans disbursed against- (a) immovable property; (b) deposits; and (c) gold and jewellery | Loans disbursed against- (a) immovable property; (b) deposits; and (c) gold, silver and jewellery | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| 13 | RULE 14 Un-encumbered Term Deposits | Every Nidhi shall invest and continue to keep invested, unencumbered term deposits with a scheduled commercial bank (other than a co-operative bank or a regional rural bank), or post office deposits in its own name an amount which shall not be less than 10% of the deposits outstanding. temporary withdrawal may be permitted with the prior approval of the Regional Director | temporary withdrawal may be permitted with the prior approval of the Regional Director by making application in Form NDH- 2 alongwith fee specified in the Companies (the Registration Offices and Fees) Rules, 2014 | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| 14 | RULE 15 LOANS | A Nidhi shall provide loans only to its members | A Nidhi shall provide loans only to its members Provided that in case of joint shareholders, the loan shall be provided to the member whose name appears first in the Register of member | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
| 15 | RULE 18 DIVIDEND | For rule 18 NEW rule shall be substituted | A Nidhi shall not declare dividend exceeding 25% in a financial year | ALL NIDHI COMPANIES REGISTERED BEFORE OR AFTER AMENDMENT |
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Query: My Nidhi company was incorporated with Rs. 10,00,000/- share capital in last month. Now I am going of file INC-20A but for this I need CG approval in NDH-4. but we don’t have NOF of 20 lac and 200 members. How can I file NDH-4.
You may increase the capital to INR 20,00,000/- and make 200 members then you may file NDH-4.
Now you can file SH-7 without filing of INC-20A.