WILL MCA EXEMPT NIDHI COMPANIES FROM COMPULSORY DEMATERIALISATION ?

WILL MCA EXEMPT NIDHI COMPANIES FROM COMPULSORY DEMATERIALISATION ?

WHAT IS A NIDHI OR MUTUAL BENEFIT COMPANY?  HOW TO REGISTER A NIDHI  COMPANY?

As per section 406 of the Companies Act, 2013, “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 such rules as are prescribed by the Central Government for regulation of such class of companies.

Nidhi” is a Hindi word, which means finance or fund. Nidhi means a company which has been incorporated with the object of developing the habit of thrift and reserve funds amongst its members and also receiving deposits and lending to its members only for their mutual benefit.

Nidhi Company is one of the category of Non Banking Financial Company (NBFC) which does not require any Reserve Bank of India (RBI) license. Nidhi Company works through its members. It can accept deposits and lends loans to its members only.

NO LICENSE FROM RBI IS REQUIRED TO INCORPORATE A NIDHI COMPANY

Nidhi Company is one of the category of Non Banking Financial Company (NBFC) which does not require any Reserve Bank of India (RBI) license. Nidhi Company works through its members. It can accept deposits and lends loans to its members only.

NIDHI COMPANY IS A KIND OF NBFC

The alternatives of Nidhi (like Non Banking Financial Companies (NBFC’s) will need a capital of at least two crores) are very costly. Through, very business friendly, Nidhi is yet to be common between the business communities.

FUNDAMENTALS OF A NIDHI COMPANY

1.  Nidhi Company is also called a Mutual Benefit company. It promotes the art of saving and utilization of funds within its member community.

2. Anybody can register a Nidhi Company; there is no background check, nor there did any prescribe qualification for its owners.

3. Nidhi Company cannot deal with anybody other than its members. You will have to understand the process of making a making in a Nidhi.

4. The minimum capital requirement for Nidhi Company is five lacs  (Rs 5 lacs) with at least seven members needed to incorporate a company.

CONDITIONS THAT ARE TO BE SATISFIED DURING INCORPORATION

·        Minimum paid capital should be Rs.5,00,000.

·        No preference shares can be issued.

CONDITIONS AFTER INCORPORATION

Every company should ensure the following within 1 year.

·        Minimum members must not be less than 200.

·        Minimum net owned fund should be at least Rs.10,00,000.

·        The ratio between net owned funds and deposits must not be more than 1:20.

·        No body corporate or trust must be admitted to it as its member.

·        A minor should be a part of it.

DIRECTORS

·        The minimum number of directors should be 3.

·        The director should be the member of the company.

·        The director should be appointed for a minimum of 10 years.

FORMALITIES FOR REGISTRATION OF A NIDHI COMPANY

All the formalities of registration of a Nidhi company is the same as formalities of a public company.

ADVANTAGES OF NIDHI COMPANY REGISTRATION

SEPARATE LEGAL ENTITY

A company is a legal entity and a juristic person established under the Companies Act. Therefore a company form of organization has wide legal capacity and can own property and also incur debts. The members (Shareholders/Directors) of a company have no liability to the creditors of a company for such debts.

2. UNINTERRUPTED EXISTENCE

A company has 'perpetual succession', that is continued or uninterrupted existence until it is legally dissolved. A company, being a separate legal person, is unaffected by the death or other departure of any member but continues to be in existence irrespective of the changes in membership.

3. BORROWING CAPACITY

A company enjoys better avenues for borrowing of funds. It can issue debentures, secured as well as unsecured and can also accept deposits from the public, etc. Even banking and financial institutions prefer to render large financial assistance to a company rather than partnership firms or proprietary concerns.

4. EASY TRANSFERABILITY

Shares of a company limited by shares are transferable by a shareholder to any other person. Filing and signing a share transfer form and handing over the buyer of the shares along with share certificate can easily transfer shares.

5. OWNING PROPERTY

A company being a juristic person, can acquire, own, enjoy and alienate, property in its own name. No shareholder can make any claim upon the property of the company so long as the company is a going concern.

6. LIMITED LIABILITY

Limited Liability means the status of being legally responsible only to a limited amount for debts of a company. Unlike proprietorships and partnerships, in a limited liability company the liability of the members in respect of the company's debts is limited.

7. FUNDING READY

Nidhi Company can provide investment to smaller classes with less interest.

EXEMPTIONS TO A NIDHI COMPANY

PRIVATE PLACEMENT BY NIDHI [SECTION 42]:

A Nidhi company is free to make private placement to any number of persons and it shall not be deemed to be an offer to the public. [As Section 42(2) and the explanation I thereof is not applicable to Nidhi].

ACCEPTANCE OF SUBSCRIPTION MONEY BY CASH

Nidhi  Company may accept subscription money in cash as the provisions of sub-section (5) of section 42 is not applicable to Nidhi. 

NO RESTRICTION ON PRIVATE PLACEMENT

Nidhi Company may offer the private placement to any person without recording their name and there is no need to file the complete information about such offer with the Registrar because sub-section (7) of section 42 of CA 2013 shall not apply to Nidhi.

RESTRICTION ON VOTING RIGHTS

No member of a Nidhi Company shall exercise voting rights on poll in excess of 5% of total voting rights of equity shareholders. Thus, every member of a Nidhi Company shall have a right to vote on every resolution placed before the company and his voting right on a poll shall be subject to 5% of total voting rights of equity shareholders.

HOW DEMATERIALISATION AFFECTS NIDHI COMPANIES

Now , it is mandatory to public unlisted companies have to dematerialize their shares. Nidhi Companies will have thousands of shareholders with 1 shareholding each. It would be really difficult for the Nidhi companies to dematerialize the shares of its members who holds only one share. MCA should come forward to exempt the  Nidhi companies from the mandatory dematerialization of shares.

AFFORDABLE FILING FEES FOR YOUR COMPANY NEEDS

FORM DIR -3 KYC  ( Filling , certifying and filing)	Rs 750/= per form	Avoidf Penalty  of Rs 5000 before October 5,2018
FORM AOC -4 – Filling Data , certifying and uploading the form	Rs 6000/= per form	Avoid  penalty of Rs 100/= per day after 30 days of AGM
FORM MGT-7 Form Filling , certifying and uploading	Rs 6000/= per form Rs 15000/= per form with MGT-8 Certification	Avoid  penalty of Rs 100/= per day after 60 days of AGM
FORM XBRL – FORM Filling , certifying and Uploading	Rs 10000/= per form	Avoid  penalty of Rs 100/= per day after 30 days of AGM