Tuesday, July 23, 2024
Tuesday, July 23, 2024

Operating Nidhi Company- Know About the Restrictions on Nidhi Company

by Aishwarya Agrawal
Restrictions on Nidhi Company

In simple terms, a Nidhi Company involves funds, finance, and treasures. The primary goal of setting up a Nidhi company is to encourage its members to embrace the habit of saving money. It’s worth noting that there isn’t a distinct registration process specifically for Nidhi Company registration under RBI regulations. However, the RBI does impose certain restrictions on Nidhi Company in India.

Understanding Nidhi Company

In accordance with subsection 1 of section 406 of the Companies Act, 2013, a “Nidhi Company” is defined as a company incorporated with the specific objective of cultivating savings and thrift habits among its members. The company engages in the collection of deposits and lending exclusively to its members for their mutual benefits. This definition is subject to adherence to rules set forth by the central government for the regulation of such companies.

Objectives of Nidhi Company

Nidhi companies have a well-defined purpose, primarily focused on instilling a culture of saving, receiving, and lending within their membership base. It is crucial to note that these activities are restricted to transactions among the members of the Nidhi Company; external parties, non-members, or the general public are not permitted to participate in these financial dealings.

Requirements for Adding Members to a Nidhi Company

The requirements for addition of members to a Nidhi company is as mentioned below:

Membership Criteria and Limitations:

A Nidhi Company is restricted from allowing corporate bodies, trusts, or minors as members, ensuring that the member count remains above 200 at all times.

Allotment of Shares:

Minimum deposit holders must be allotted a minimum of 10 shares of Rs. 10 each, totaling Rs. 100. Savings account holders must be allotted at least 1 share of Rs. 10.

Adding Members Through Allotment of New Shares:

Nidhi Companies can issue new shares to new members through a board resolution, with an exemption from certain sections like rights issues and private placements. The number of shares allotted should not exceed the authorised share capital.

Adding Members Through Transfer of Shares:

As a public limited company, a Nidhi Company may transfer shares to another person, making the recipient a member. The new member’s details must be entered into the member register.

Procedures for Adding Members

The procedure for addition of members to Nidhi company involves:

1. Choose and Divide Shares:

Select a member’s share and divide it into smaller certificates, equivalent to one or ten shares as needed.

2. Attach Share Certificate with FORM SH-4:

Attach FORM SH-4 to the share certificates to formalise the share transfer.

3. Attach Along with Membership Form:

Combine the share certificates and FORM SH-4 with the membership form, providing all necessary details.

4. Hand Over the Share Certificate:

After a successful share transfer, provide the applicant with the necessary documents, retaining one copy as a company record.

5. Pass Board Resolution for Each Entry:

Nidhi Companies must pass a board resolution at the end of each month to validate share transfers that occurred during that period.

6. Enter Details in Share Transfer Register:

Maintain a share transfer register, recording all details related to share transfers, ensuring compliance with regulatory requirements.

General Restrictions on Nidhi Company

Nidhi Companies are subject to various regulations and certain restrictions on Nidhi company to ensure the proper functioning and adherence to their specific objectives. These restrictions encompass several aspects of their operations:

1. Business Limitations:

One of the major restrictions on Nidhi company is that these entities are prohibited from engaging in activities such as chit fund operations, hire purchase finance, leasing finance, insurance, or acquiring securities from any corporate entity.

2. Investment Restrictions:

Another restriction is that they are restricted from investing in securities of any company. If the Nidhi Company intends to diversify its business activities, it must obtain a licence from the Reserve Bank of India.

3. Capital Structure Restrictions:

Not allowed to issue preference shares, debentures, or any other form of debt instruments. Nidhi Companies can only issue equity shares to their members.

4. Banking Operations Restrictions:

Prohibited from opening current accounts for its members. However, they are allowed to operate savings bank accounts, exempted from following typical banking regulations by the RBI.

5. Acquisition Restrictions:

Restricted from acquiring any other company, and they operate exclusively within the state of their registration. Special board resolutions or approval from the regional director are required for such endeavours.

6. Business Scope Limitations:

One of the major restrictions on Nidhi company is that these are limited to the business of lending and borrowing; any other commercial activities are not permissible.

7. Trading Restrictions:

Strictly prohibited from accepting or lending money to non-members. Trading activities are confined to dealings with members, and any expansion beyond this requires transformation into a fully-fledged Non-Banking Financial Company (NBFC).

8. Asset Pledging Restrictions:

Restricted from pledging assets belonging to its members as security for loans, ensuring the protection of member rights and assets.

9. Partnership Agreements Restriction:

As a part of restrictions on Nidhi company, these companies are prohibited from entering into partnership agreements for lending or borrowing purposes, maintaining their non-commercial and mutual structure.

10. Advertisement Restrictions:

Restricted from advertising their deposit schemes to the general public; advertising is limited to communication within the existing membership base.

11. Brokerage and Incentives Limitation:

The last among the restrictions on Nidhi company is that these entities are prohibited from paying any brokerage or incentives for deposit mobilisation or loan disbursal, upholding the non-commercial nature of Nidhi Companies.

Final Thoughts

There are a set of stringent restrictions on Nidhi company to maintain their unique financial model focused on mutual benefit. Prohibited from engaging in various financial activities such as chit funds and securities trading, these entities are limited to lending and borrowing among their members. The stringent regulations also extend to capital structure, investment avenues, and business expansion, ensuring the safeguarding of member interests and the preservation of the non-commercial character of Nidhi Companies. These restrictions on Nidhi company, encompassing areas from partnership agreements to asset pledging, aim to uphold the principles of mutuality and financial prudence within the scope of Nidhi operations.

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