New Delhi, the 31st March, 2014
G.S.R. 258(E).—In exercise of the powers conferred under sub-section (1) of Section 406 read with subsections (1) and (2) of 469 of the Companies Act, 2013, the Central Government hereby makes the following rules, namely:—
These Rules may be called Nidhi Rules, 2014
They shall come into force on the 1st day of April, 2014
These rules shall apply to
Every company which had been declared as a Nidhi or Mutual Benefit Society under sub-section (1) of Section 620A of the Companies Act, 1956;
Every company functioning on the lines of a Nidhi company or Mutual Benefit Society but has either not applied for or has applied for and is awaiting notification to be a Nidhi or Mutual Benefit Society under sub- Section (1) of Section 620A of the Companies Act, 1956; and
Every company incorporated as a Nidhi pursuant to the provisions of Section 406 of the Act
In these rules, unless the context otherwise requires
“Act” means the Companies Act, 2013 (18 of 2013);
“Doubtful Asset” means a borrowal account which has remained a Non-performing asset for more than two years but less than three years;
“Loss Asset” means a borrowal account which has remained a Non-performing asset for more than three years or where in the opinion of the Board, a shortfall in the recovery of the loan account is expected because the documents executed may become invalid if subjected to legal process or for any other reason;
“Net Owned Funds” means the aggregate of paid up equity share capital and free reserves as reduced by accumulated losses and intangible assets appearing in the last audited balance sheet:
“Provided that the amount representing the proceeds of issue of preference shares shall not be included for calculating Net Owned Funds.
“Non-Performing Asset” means a borrowal account in respect of which interest income or instalment of loan towards re payment of principal amount has remained unrealised for twelve months;
“Standard Asset” means the asset in respect of which no default in re-payment of principal or payment of interest has occurred or is perceived and which has neither shown signs of any problem relating to re-payment of principal sum or interest nor does it carry more than normal risk attached to the business;
“Sub-Standard Asset” means a borrowal account which is a Non-performing asset:
Provided that reschedulement or renegotiation or rephasement of the loan instalment or interest payment shall not change the classification of an asset unless the borrowal account has satisfactorily performed for at least twelve months after such reschedulement or renegotiation or rephasement. ( 2) Words and expressions used herein, but not defined in these rules and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014 shall have the same meaning as assigned to them in the Act or in the said Rules.
A Nidhi to be incorporated under the Act shall be a public company and shall have
a minimum paid up equity share capital of five lakh rupees.
On and after the commencement of the Act, no Nidhi shall issue preference shares.
If preference shares had been issued by a Nidhi before the commencement of this Act, such preference shares shall be redeemed in accordance with the terms of issue of such shares.
Except as provided under the proviso to sub-rule (e) to rule 6, 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 Company incorporated as a “Nidhi” shall have the last words ‘Nidhi Limited’ as part of its name.
1) Every Nidhi shall, within a period of one year from the commencement of these
rules, ensure that it has—
not less than two hundred members;
Net Owned Funds of ten lakh rupees or more;
unencumbered term deposits of not less than ten per cent of the outstanding deposits as specified in rule 14;
ratio of Net Owned Funds to deposits of not more than 1:20.
(2) Within ninety days from the close of the first financial year after its incorporation and where applicable, the second financial year, Nidhi shall file a return of statutory compliances in Form NDH-1 along with such fee as provided in Companies (Registration Offices and Fees) Rules, 2014 with the Registrar duly certified by a company secretary in practice or a chartered accountant in practice or a cost accountant in practice.
(3) If a Nidhi is not complying with clauses (a) or (d) of sub-rule (1) above, it shall within thirty days from the close of the first financial year, apply to the Regional Director in Form NDH-2 along with fee specified in Companies (Registration Offices and Fees) Rules, 2014 for extension of time and the Regional Director may consider the application and pass orders within thirty days of receipt of the application.
Explanation.—For the purpose of this rule “Regional Director” means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;
(4) If the failure to comply with sub-rule (1) of this rule extends beyond the second financial year, Nidhi shall not accept any further deposits from the commencement of the second financial year till it complies with the provisions contained in sub-rule (1), besides being liable for penal consequences as provided in the Act.
No Nidhi shall
carry on the business of chit fund, hire purchase finance, leasing finance, insurance or acquisition of securities issued by any body corporate;
issue preference shares, debentures or any other debt instrument by any name or in any form whatsoever;
open any current account with its members;
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;
Explanation.—For the purposes of this sub-rule, “control” shall have the same meaning assigned to it in clause (27) of section 2 of the Act; 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.
accept deposits from or lend to any person, other than its members;
pledge any of the assets lodged by its members as security;
take deposits from or lend money to any body corporate;
enter into any partnership arrangement in its borrowing or lending activities;
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.
pay any brokerage or incentive for mobilising deposits from members or for deployment of funds or for granting loans.
Every Nidhi shall issue equity shares of the nominal value of not less than ten
Provided that this requirement shall not apply to a company referred to in sub-rules (a) and (b) of rule 2.
No service charge shall be levied for issue of shares.
Every Nidhi shall allot to each deposit holder at least a minimum of ten equity shares or shares equivalent to one hundred rupees:
Provided that a savings account holder and a recurring deposit account holder shall hold at least one equity share of rupees ten.
A Nidhi shall not admit a body corporate or trust as a member.
Except as otherwise permitted under these rules, every Nidhi shall ensure that its membership is not reduced to less than two hundred members at any time.
A minor shall not be admitted as a member of Nidhi: Provided that deposits may be accepted in the name of a minor, if they are made by the natural or legal guardian who is a member of Nidhi.
Every Nidhi shall maintain Net Owned Funds (excluding the proceeds of any preference
share capital) of not less than ten lakh rupees or such higher amount as the Central
Government may specify from time to time.
A Nidhi may open branches, only if it has earned net profits after tax continuously
during the preceding three financial years.
Subject to the provisions contained in sub-rule (1), a Nidhi may open up to three branches within the district.
If a Nidhi proposes to open more than three branches within the district or any branch outside the district, it shall obtain the prior permission of the Regional Director and an intimation is to be given to the Registrar about opening of every branch within thirty days of such opening
No Nidhi shall open branches or collection centres or offices or deposit centres, or by whatever name called outside the State where its registered office is situated.
No Nidhi shall open branches or collection centres or offices or deposit centres, or by whatever name called unless financial statement and annual return (up to date) are filed with the Registrar.
A Nidhi shall not close any branch unless it—
publishes an advertisement in a newspaper in vernacular language in the place where it carries on business at least thirty days prior to such closure, informing the public about such closure;
fixes a copy of such advertisement or a notice informing such closure of the branch on the notice board of Nidhi for a period of at least thirty days from the date on which advertisement was published under clause (a) ; and
gives an intimation to the Registrar within thirty days of such closure.
A Nidhi shall not accept deposits exceeding twenty times of its Net Owned Funds
(NOF) as per its last audited financial statements.
In the case of companies covered under clauses (a) and (b) of rule 2 and existing on or before 26th July, 2001 and which have accepted deposits in excess of the aforesaid limits, the same shall be restored to the prescribed limit by increasing the Net Owned Funds position or alternatively by reducing the deposit according to the table given below:
|Ratio of Net Owned Funds to Deposits (as on 31.3. 2013)||Date by which the company has to achieve prescribed ceiling of 1:20|
|More than 1:20 but up to 1:35||By 31.3. 2015|
|More than 1:35 but up to 1:45||By 31.3. 2016|
|More than 1:45||By 31.3. 2017|
The companies which are covered under the Table in sub-rule (2) above shall not
accept fresh deposits or renew existing deposits if such acceptance or renewal leads
to violation of the prescribed ratio.
The ratio specified in sub-rule (2) above shall also apply to incremental deposits.
1. Every application form for placing a deposit with a Nidhi shall contain the following
2. The application form shall also contain the following statements, namely:—
The fixed deposits shall be accepted for a minimum period of six months and a maximum
period of sixty months.
Recurring deposits shall be accepted for a minimum period of twelve months and a maximum period of sixty months.
In case of recurring deposits relating to mortgage loans, the maximum period of recurring deposits shall correspond to the repayment period of such loans granted by Nidhi.
The maximum balance in a savings deposit account at any given time qualifying for interest shall not exceed one lakh rupees at any point of time and the rate of interest shall not exceed two per cent above the rate of interest payable on savings bank account by nationalised banks.
A Nidhi may offer interest on fixed and recurring deposits at a rate not exceeding the maximum rate of interest prescribed by the Reserve Bank of India which the Non-Banking Financial Companies can pay on their public deposits.
A fixed deposit account or a recurring deposit account shall be foreclosed by the depositor subject to the following conditions, namely:—
Every Nidhi shall invest and continue to keep invested, in 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 ten per cent of the deposits outstanding at the close of business on the last
working day of the second preceding month:
Provided that in cases of unforeseen commitments, temporary withdrawal may be permitted with the prior approval of the Regional Director for the purpose of repayment to depositors, subject to such conditions and time limit which may be specified by the Regional Director to ensure restoration of the prescribed limit of ten per cent.
A Nidhi shall provide loans only to its members.
The loans given by a Nidhi to a member shall be subject to the following limits, namely:
For the purposes of sub-rule (2), the amount of deposits shall be calculated on
the basis of the last audited annual financial statements.
A Nidhi shall give loans to its members only against the following securities, namely:—
fixed deposit receipts, National Savings Certificates, other Government Securities
and insurance policies:
Provided that such securities duly discharged shall be pledged with Nidhi and the maturity date of such securities shall not fall beyond the loan period or one year whichever is earlier:
Provided further that in the case of loan against fixed deposits, the period of loan shall not exceed the unexpired period of the fixed deposits.
The rate of interest to be charged on any loan given by a Nidhi shall not exceed
seven and half per cent above the highest rate of interest offered on deposits by
Nidhi and shall be calculated on reducing balance method:
Provided that Nidhi shall charge the same rate of interest on the borrowers in respect of the same class of loans and the rates of interest of all classes of loans shall be prominently displayed on the notice board at the registered office and each branch office of Nidhi.
The Director shall be a member of Nidhi.
The Director of a Nidhi shall hold office for a term up to ten consecutive years on the Board of Nidhi.
The Director shall be eligible for re-appointment only after the expiration of two years of ceasing to be a Director.
Where the tenure of any Director in any case had already been extended by the Central Government, it shall terminate on expiry of such extended tenure.
The person to be appointed as a Director shall comply with the requirements of sub-section (4) of Section 152 of the Act and shall not have been disqualified from appointment as provided in section 164 of the Act.
A Nidhi shall not declare dividend exceeding twenty five per cent or such higher
amount as may be specifically approved by the Regional Director for reasons to be
recorded in writing and further subject to the following conditions, namely:—
an equal amount is transferred to General Reserve;
there has been no default in repayment of matured deposits and interest; and
it has complied with all the rules as applicable to Nidhis
No Nidhi shall appoint or re-appoint an individual as auditor for more than one
term of five consecutive years.
No Nidhi shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years: Provided that an auditor (whether an individual or an audit firm) shall be eligible for subsequent appointment after the expiration of two years from the completion of his or its term:
Explanation: For the purposes of this proviso:
(i) in case of an auditor (whether an individual or audit firm), the period for which he or it has been holding office as auditor prior to the commencement of these rules shall be taken into account in calculating the period of five consecutive years or ten consecutive years, as the case may be;
(ii) appointment includes re-appointment
Every Nidhi shall adhere to the prudential norms for revenue recognition and classification
of assets in respect of mortgage loans or jewel loans as contained hereunder.
Income including interest or any other charges on non-performing assets shall be recognised only when it is actually realised and any such income recognised before the asset became non-performing and which remains unrealised in a year shall be reversed in the profit and loss account of the immediately succeeding year.
A. In respect of mortgage loans, the classification of assets and the provisioning required shall be as under:
|NATURE OF ASSET||PROVISION REQUIRED|
|Standard Asset||No provision|
|Sub-standard Asset||10% of the aggregate outstanding amount|
|Doubtful Asset||25% of the aggregate outstanding amount|
|Loss Asset||100% of the aggregate outstanding amount|
Provided that a Nidhi may make provision for exceeding the percentage specific herein.
B.The estimated realisable value of the collateral security to which a Nidhi has valid recourse may be reduced from the aggregate outstanding amount, if the proceedings for the sale of the mortgaged property have been initiated in a court of law within the previous two years of the interest, income or instalment remaining unrealised.
In case of companies which were incorporated on or before 26-07-2001, such companies shall make provisions in
respect of loans disbursed and outstanding as on 31-03-2002 for income reversal and non-performing assets as per table
|For the year ended||Extent of provision|
|31-03-2015||Un-provided balance on equal basis over the three years as specified in the preceding column.|
(a) The Notes on the financial statements of a year shall disclose-
(b) Such disclosure shall continue to be made until the entire amount to be provided has been provided for.
In respect of loans against gold or jewellery—
Explanation.- For the purposes of this rule, the term ‘loan to value ratio’ means the ratio between the amount of loan given and the value of gold or jewellery against which such loan is given.
Every company covered under rule 2 shall file half yearly return with the Registrar in Form NDH-3 along with such fee as provided in Companies (Registration Offices and Fees) Rules, 2014 within thirty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice or cost accountant in practice.
The Auditor of the company shall furnish a certificate every year to the effect that the company has complied with all the provisions contained in the rules and such certificate shall be annexed to the audit report and in case of non-compliance, he shall specifically state the rules which have not been complied with.
For the purposes of enforcing compliance with these rules, the Registrar of
companies may call for such information or returns from Nidhi as he deems necessary and may engage the services of chartered accountants, company secretaries in practice, cost accountants, or any firm thereof from time to time for
assisting him in the discharge of his duties.
In respect of any Nidhi which has violated these rules or has failed to function in terms of the Memorandum and Articles of Association, the concerned Regional Director may appoint a Special Officer to take over the management of Nidhi and such Special Officer shall function as per the guidelines given by such Regional Director:
Provided that an opportunity of being heard shall be given to the concerned Nidhi by the Regional Director before appointing any Special Officer.
If a company falling under rule 2 contravenes any of the provisions of the rules prescribed herein, the company and every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees, and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which the contravention continues.