NIDHI Company with exemptions
NIDHI COMPANY WITH EXEMPTIONS
Nidhi means a company which has been incorporated exclusively with the object of developing the habit of thrift and reserve funds amongst its members, receiving deposits, and lending to its members only for their mutual benefit.
CONDITIONS FOR INCORPORATION AS A NIDHI COMPANY
- A company shall be a Public Company and shall have a minimum paid up equity share capital of five lakh rupees.
- No Nidhi shall have any object in its Memorandum of Association other than 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.
- Every “Nidhi” shall have the last words ‘Nidhi Limited’ as part of its name.
RESTRICTIONS ON NIDHI COMPANY
No Nidhi shall: -
(a) carry on the business of chit fund, hire purchase finance, leasing finance, insurance or acquisition of securities issued by anybody corporate;
(b) issue preference shares, debentures or any other debt instrument by any name or in any form whatsoever;
(c) open any current account with its members;
(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 over such Nidhi;
(e) carry on any business other than the business of borrowing or lending in its own name:
Provided that Nidhis which have adhered to all the provisions of these rules may provide locker facilities on rent to its members subject to the rental income from such facilities not exceeding twenty per cent. of the gross income of the Nidhi at any point of time during a financial year.
(f) accept deposits from or lend to any person, other than its members;
(g) pledge any of the assets lodged by its members as security;
(h) take deposits from or lend money to any body corporate;
(i) enter into any partnership arrangement in its borrowing or lending activities;
(j) issue or cause to be issued any advertisement in any form for soliciting deposit: Provided that private circulation of the details of fixed deposit schemes among the members of the Nidhi carrying the words “for private circulation to members only” shall not be considered to be an advertisement for soliciting deposits.
(k) pay any brokerage or incentive for mobilising deposits from members or for deployment of funds or for granting loans.
It is hereby concluded that Nidhis can only carry the business of accepting deposits and lending money to members. Further, Nidhis cannot carry the business of manufacturing and trading of goods or services.
Nidhis do their business only with Members. Such Members are only individuals. Bodies Corporate or Trusts are never to be admitted as Members.
REGULATIONS UNDER RBI ACT 1934
Nidhi come under one class of NBFCs but in terms of the powers given to the Bank, to obviate dual regulation, Nidhi Companies as notified under section 406 of the Companies Act 2013 are exempted from the requirement of registration with RBI.
However, RBI is empowered to issue directions to them in matters relating to their deposit acceptance activities. RBI has in recognition of the fact that these Nidhis deal with their shareholder-members only exempted the notified Nidhis from the core provisions of the RBI Act and other directions applicable to NBFCs.
CONDITIONS TO BE COMPLIED AFETR INCORPORATION
- No Nidhi shall issue preference shares
- Every Nidhi shall, within a period of one year from the date of its incorporation ensure that it has-
(a) not less than two hundred members;
(b) Net Owned Funds of ten lakh rupees or more;
(c) unencumbered term deposits of not less than ten percent of the outstanding deposits as specified in rule 14; and
(d) ratio of Net Owned Funds to deposits of not more than 1:20.
EXEMPTIONS TO NIDHI COMPANY UNDER COMPANIES ACT 2013
shall apply subject to the modification that in the case of a Nidhi, the document may be served only on members who hold shares of more than one thousand rupees in face value or more than one percent, of the total paid-up share capital of the Nidhis whichever is less.
For other shareholders, document may be served by a public notice in newspaper circulated in the district where the Registered Office of the Nidhi is situated; and publication of the same on the notice board of the Nidhi.
|2.||clause (b) of Sub-
section (1) of
|shall apply, subject to the modification that no member shall exercise voting rights on poll in excess of five percent, of total voting rights of equity shareholders|
|3.||Section 62||Shall not apply|
|4.||Sub-section (5) of
|shall apply subject to the modification that any dividend payable in cash may be paid by crediting the same to the account of the member, if the dividend is not claimed within 30 days from the date of declaration of the dividend.|
|5.||Section 127||shall apply, subject to the modification that where the dividend payable to a member is one hundred rupees or less, it shall be sufficient compliance of the provisions of the section, if the declaration of dividend is announced in the local language in one local newspaper of wide circulation and announcement of the said declaration is also displayed on the notice board of the Nidhis for at least three months|
|6.||Section 136(1)||shall apply, subject to the modification that, in the case of members who do not individually or jointly hold shares of more than one thousand rupees in face value or more than one per cent, of the total paid-up share capital whichever is less, it shall be sufficient compliance with the provisions of the section if an intimation is sent by public notice in newspaper circulated in the district in which the Registered Office of the Nidhi is situated stating the date, time and venue of Annual General Meeting and the financial statement with its enclosures can be inspected at the registered office of the company, and the financial statement with enclosures are affixed in the Notice Board of the company and a member is entitled to vote either in person or through proxy.|
|7.||sub-section (1) of
|for the words one lakh rupees, the words ten thousand rupees|
Second proviso shall apply with the modification that the remuneration of a director who is neither managing director nor whole-time director or manager for performing special services to the Nidhis specified in the articles of association may be paid by way of monthly payment subject to the approval of the company in general meeting and also to the provisions of section 197 :
Provided that no approval of the company in general meeting shall be required where,—
(a) a Nidhi does not have a managing director or a whole- time director or a manager;
(b) the remuneration payable during a financial year to all the directors of the Nidhi does not exceed ten per cent, of the net profits of such Nidhi or fifteen lakh rupees, whichever is less; and
(c) a remuneration payable under clause (b) is approved by a special resolution passed in this behalf by the Nidhi.
|9.||Section 403||shall apply, with the modification that the filing fees in respect of every return of allotment under sub-section (9) of section 42 shall be calculated at the rate of one rupee for every one hundred rupees or parts thereof on the face value of the shares included in the return but shall not exceed the amount of normal filing fee payable.|