What Chapter XXVI regulates
A Nidhi is a public company built around mutual benefit: it cultivates thrift and savings among members, accepts deposits from members, and lends only to members. It is not a bank, not an unrestricted finance company and not a vehicle for taking money from the public at large.
Statutory gateway
Section 406 makes Central Government declaration central to Nidhi status and permits tailored Companies Act exemptions or modifications.
Operating code
The Nidhi Rules, 2014 prescribe capital, membership, deposit, branch, lending, governance, reporting and prudential limits.
Member-only perimeter
Deposits and loans must remain within the member relationship; public solicitation and non-member financing undermine the model.
Consumer-risk lens
Deposit money is not represented as insured or guaranteed by the Central Government, RBI or another authority.

Five statutory functions
| Provision | Legal function | Practical question |
|---|---|---|
| 406(1) | Definition linked to Central Government Gazette declaration | Has the company actually been declared, or is it only incorporated with Nidhi objects? |
| 406(2) | Power to exempt or modify Companies Act provisions | Which Section 462/406 notification applies to the company? |
| 406(3) | Draft notification laid before Parliament for 30 days | Was the exemption/modification made through the statutory process? |
| 406(4) | Certain adjournment periods excluded from 30-day count | How is the parliamentary period computed? |
| 406(5) | Final notification laid before both Houses | Is the operative notification available in the legal file? |
Section 406 - operative text
Nidhi Rules 2014 - operational map
| Rule | Subject | Control owner |
|---|---|---|
| 1-3 | Title, application and definitions | Legal / company secretary |
| 3A-3B | Declaration of legacy and post-2022 Nidhis | Board / promoters / legal |
| 4-5 | Incorporation, capital and legacy threshold framework | Board / finance |
| 6 | General prohibitions | Board / business / compliance |
| 7-9 | Shares, membership and net owned funds | Secretarial / finance |
| 10 | Branches and closure | Board / regional operations |
| 11-14 | Deposit ceiling, application, tenure/rates and liquidity buffer | Treasury / finance / compliance |
| 15-16 | Member loans, permitted security and interest | Credit / operations |
| 17-20 | Directors, dividend, auditor and prudential norms | Board / audit |
| 21-22 | NDH-3 return and auditor certificate | Company secretary / auditor |
| 23-23B | Regulatory information, special officer and transition rules | Board / legal |
| 24 | Penalty for contravention | Company and officers in default |
Which rule applies to which company?
| Cohort | Primary route | High-risk issue |
|---|---|---|
| Declared under the Companies Act, 1956 | Rule 23B / NDH-4 status updation | Assuming old declaration removes current filing and prudential obligations |
| Pre-15 Aug 2019 company functioning as Nidhi | Rules 3A and 23A transition framework | Continuing deposits or loans without declaration compliance |
| Incorporated 15 Aug 2019 to 18 Apr 2022 | Rule 3A and applicable transition provisions | Using outdated one-year timetable without checking later amendments |
| Incorporated on/after 19 Apr 2022 | Rule 3B: NDH-4 within 120 days, 200 members, NOF Rs 20 lakh | Starting Nidhi business before declaration and INC-20A linkage |
Post-19 April 2022 declaration process
Objects must be limited to cultivating thrift/savings, receiving member deposits and lending to members for mutual benefit.
At least 200 members and net owned funds of at least Rs 20 lakh.
All promoters and directors submit declarations and must satisfy integrity and disqualification screens.
Application within 120 days of incorporation with supporting certificates and prescribed fee.
The rule creates a 45-day decision framework and conditions for deemed approval.
After declaration, file the approval with ROC through the applicable commencement filing and only then start Nidhi business.
Promoter and director eligibility under Rule 3B
Integrity and reputation
Consider honesty, financial soundness, reputation and absence of adverse conduct.
Criminal/economic offences
Pending authorised complaints, charge-sheets or convictions specified by the rule can disqualify.
Regulatory restraints
Debarment, restraint or prohibition by a financial-sector regulator is relevant.
Insolvency/default status
Undischarged insolvency, wilful default and fugitive economic offender status are disqualifying risk indicators.
Capacity
Unsoundness of mind or other legal incapacity must be screened.
Multiplicity limits
The rule restricts excessive promoter/director involvement across Nidhi companies.
Capital and membership foundation
| Requirement | Current control | Practical check |
|---|---|---|
| Company type | Public company | Verify articles, minimum directors and public-company governance |
| Paid-up equity | At least Rs 10 lakh | Use fully paid equity; preference shares are prohibited |
| Share denomination | Fully paid equity shares of nominal value at least Rs 10 | No service charge on issue |
| Deposit-holder shareholding | Generally at least 10 shares or Rs 100; savings/recurring depositor at least one Rs 10 share | Retain minimum holding throughout deposit/loan relationship |
| Members | Must not fall below 200 | No body corporate or trust; minor only through member guardian for deposit |
| Net owned funds | At least Rs 20 lakh | Reconcile paid-up equity + free reserves - losses - intangible assets |
Member onboarding and continuity controls
Natural-person perimeter
A body corporate or trust cannot be admitted as a member.
Minor account
A minor cannot be a member, but a deposit can be accepted in the minor name through a guardian who is a member.
Transfer restriction
A member with an outstanding deposit or loan cannot transfer more than 50% of shareholding and must retain the minimum required shares.
KYC and beneficial identity
Membership should be real, traceable and supported by KYC; mass nominal memberships created only to reach 200 create regulatory risk.
First-named joint holder
Where a loan is to joint shareholders, the first-named holder is treated as the borrowing member under the rule.
Exit control
Before membership cessation, clear deposit, loan, interest and share-transfer consequences.
Activities a Nidhi must not undertake
| Prohibited conduct | Why it matters |
|---|---|
| Chit fund, hire purchase, leasing or insurance business | Outside the narrow mutual-benefit purpose |
| Acquiring securities issued by a body corporate | Prevents investment-company behaviour |
| Preference shares, debentures or other debt instruments | Preserves prescribed capital and funding model |
| Current accounts with members | Not a bank-like transaction-account model |
| Control/management arrangement in another company | Prevents group-control expansion through member funds |
| Deposits from or loans to non-members / body corporates | Breaks member-only perimeter |
| Pledging assets lodged by members as security | Protects member collateral |
| Partnership in borrowing/lending | Avoids off-book or shared financing structures |
| Public advertisement for deposits | No general-public solicitation; limited private member circulation only |
| Brokerage or incentive to mobilise deposits/loans | Reduces aggressive sales and mis-selling |
| External borrowing to advance loans to members | Nidhi lending is not to be leveraged through banks/FIs or other sources |
Deposit ceiling, tenure and interest
| Deposit product / control | Rule |
|---|---|
| Aggregate deposits | Generally not more than 20 times net owned funds as per last audited financial statements |
| Fixed deposit tenure | Minimum 6 months; maximum 60 months |
| Recurring deposit tenure | Minimum 12 months; maximum 60 months |
| Savings account interest-bearing balance | Maximum Rs 1 lakh |
| Savings interest ceiling | Not more than 2 percentage points above nationalised bank savings rate |
| FD/RD rate ceiling | Not above maximum rate prescribed by RBI for NBFC public deposits |
| Repayment within first 3 months | Not permitted except death-related exception |
| Repayment after 3 but before 6 months | No interest |
| Premature repayment after 6 months | Interest generally reduced by 2 percentage points |
Deposit application and disclosure standard
Every deposit application should help a member understand the company, the product, risks, repayment terms and the absence of Government or RBI guarantee.
Identity and status
Name, incorporation details, declaration/notification date, registered office and branches.
Governance
Directors, DINs and relevant compliance information.
Financial history
Three-year profits/dividends and two-year summary of NOF, deposits, loans, tax and dividend.
Product economics
Amount, term, interest, pre-closure terms and maturity.
Risk statements
Deposits are unsecured/subject to member risk as prescribed; no Central Government/RBI guarantee or insurance representation.
Remedies and verification
NCLT/consumer remedy statements, Board declaration and applicant KYC/identity/address evidence.
Unencumbered term-deposit buffer
| Element | Control |
|---|---|
| Permitted institution | Scheduled commercial bank other than co-operative bank or regional rural bank, or post office |
| Encumbrance | No charge, lien or pledge that defeats liquidity availability |
| Measurement date | Last working day of second preceding month |
| Temporary withdrawal | Only for depositor repayment and with prior Regional Director approval through prescribed application |
| Monitoring | Monthly certificate and bank confirmation; maturity date should cover liquidity horizon |
Member-loan limits and security
| Total deposits (last audited FS) | Maximum loan to a member |
|---|---|
| Less than Rs 2 crore | Rs 2 lakh |
| More than Rs 2 crore but less than Rs 20 crore | Rs 7.5 lakh |
| More than Rs 20 crore but less than Rs 50 crore | Rs 12 lakh |
| More than Rs 50 crore | Rs 15 lakh |
| Permitted security | Key limit |
|---|---|
| Gold, silver and jewellery | Loan generally not exceeding one year; valuation and custody controls essential |
| Immovable property | Individual loan generally not above 50% of property value; term not above seven years, subject to portfolio limits |
| Fixed deposit receipts, NSCs, Government securities, insurance policies | Loan maturity must not exceed maturity of underlying instrument/policy |
Loan pricing and member fairness
Spread cap
Loan rate cannot exceed the highest deposit rate by more than 7.5 percentage points.
Reducing balance
Interest must be calculated on reducing balance, preventing flat-rate concealment.
Same class, same rate
Members within the same borrower class should receive the same rate.
Display obligation
Rates should be displayed prominently at registered office and branches.
No hidden charges
Fees should not be used to defeat the rate cap or create unfair effective yield.
Board governance
Approve product classes, rate grid, exceptions and change dates through documented policy.
Opening and closing branches
Branch expansion is conditional, not automatic. Profit history, geography, annual filing status and Regional Director approval determine the route.
| Action | Requirement |
|---|---|
| Open any branch | Profit after tax continuously in each of the preceding three financial years |
| Up to three branches | Within the district of registered office |
| More than three in same district / branch outside district | Prior Regional Director permission through prescribed process |
| Outside the State | Not permitted |
| While financial statements or annual return are overdue | Branch opening blocked |
| Close branch | Board-approved plan, prior RD application, member/depositor protection, newspaper notice and ROC intimation |
Directors, dividend and auditor rotation
| Area | Rule |
|---|---|
| Director membership | A director must be a member of the Nidhi |
| Director tenure | Maximum ten consecutive years; two-year cooling period before reappointment |
| General director eligibility | Sections 152(4) and 164 conditions also apply |
| Dividend | Maximum 25%, subject to Companies Act conditions and distributable profits |
| Individual auditor | One term of five consecutive years |
| Audit firm | Two terms of five consecutive years |
| Auditor cooling-off | Two years after maximum tenure |
Income recognition, classification and provisioning
| Asset class / issue | Core treatment |
|---|---|
| NPA definition | Interest or principal remains unrealised for 12 months |
| NPA income | Recognise on cash basis; reverse unrealised accrued interest |
| Standard mortgage loan | No prescribed provision |
| Sub-standard mortgage loan | 10% provision |
| Doubtful mortgage loan | 25% provision |
| Loss asset | 100% provision |
| Gold/silver/jewellery loan | Recovery or renewal within three months after due date; otherwise stop income and provide |
| Jewellery LTV | Generally not above 80% |
NDH filings and annual auditor certificate
| Form / report | Purpose | Timeline / trigger |
|---|---|---|
| NDH-1 | Legacy statutory compliance return under Rule 5 | Within 90 days from close of relevant first financial year, where applicable |
| NDH-2 | Application to Regional Director for extension/branch matters/other prescribed permissions | Event-based, within prescribed period |
| NDH-3 | Half-yearly return | Within 30 days from conclusion of each half-year; certified by practising CA/CS/CMA |
| NDH-4 | Application for declaration/update of status | Cohort-specific; post-2022 company within 120 days of incorporation |
| Auditor certificate | Annual certificate stating compliance with all Nidhi Rules and specifying non-compliance | Annexed to audit report |
CARO and financial-statement controls
NOF-to-deposit ratio
CARO asks whether the Nidhi maintained the 1:20 ratio.
Unencumbered deposits
CARO asks whether at least 10% unencumbered term deposits were maintained.
Deposit repayment defaults
CARO requires reporting of interest/principal defaults, amount, period and affected persons.
Rule 22 certificate
Broader rule-by-rule compliance certificate accompanies the auditor report.
Schedule III disclosures
Deposit, related party, liquidity, defaults and financial-instrument disclosures should reconcile.
Going concern
Maturity concentration, negative NOF, defaults or regulatory restriction may affect going-concern assessment.
Selected Companies Act modifications for Nidhis
Nidhis remain companies under the Act, but the Central Government has modified or exempted selected provisions through notification. The legal team should preserve the complete current notification and not rely on a generic exemption list.
| Provision | Selected effect of 2015 notification |
|---|---|
| Section 47(1)(b) | Poll voting rights are capped as prescribed for members |
| Section 62 | Specified rights-issue requirements do not apply |
| Section 67(1) | Share purchase from member ceasing to be depositor/borrower receives special treatment |
| Section 123(5) | Unclaimed cash dividend may be credited to member account under modified rule |
| Section 127 | Modified treatment for small dividend amounts with notice safeguards |
| Section 136 | Modified financial-statement circulation for certain small holders |
| Section 160 | Director-candidature deposit reduced to Rs 10,000 |
BUDS Act, RBI and public representations
Regulated-deposit status
Deposits accepted by a company declared as a Nidhi under Section 406 are recognised within the regulated-deposit framework under the Banning of Unregulated Deposit Schemes Act.
Declaration matters
A company merely using Nidhi objects or name should not assume the same regulatory status without valid declaration.
Not a bank
A Nidhi must not market itself as a bank or imply deposit insurance.
RBI interface
Rate ceilings and financial-sector principles may apply through the Nidhi Rules, but core administration is under MCA/Companies Act framework.
Member only
The member relationship is the legal boundary for deposits and loans.
Mis-selling risk
Agents, public advertisements, guaranteed returns and false Government association can trigger multiple laws beyond Rule 24.
What happens when the model is breached
| Failure | Potential consequence |
|---|---|
| Contravention of Nidhi Rules | Company and officer: fine up to Rs 5,000 plus up to Rs 500 per day for continuing contravention |
| False statement in an MCA form | Section 448 and, where facts justify, Section 447 exposure |
| False evidence/certificate | Section 449 and professional disciplinary exposure |
| Unauthorised deposits / non-declaration | Deposit restriction, Chapter V consequences, filing blocks and regulatory action |
| SH-7/PAS-3 block | Specified non-compliant companies cannot alter share capital or file allotment return |
| Depositor default | Civil recovery, NCLT/consumer remedies, prosecution/penalty and going-concern consequences |
Monthly Nidhi compliance dashboard
| Control block | Monthly KPI / test | Escalation trigger |
|---|---|---|
| Declaration | Gazette/NDH-4/INC-20A evidence | Any business before approval |
| Membership | Active members and KYC exceptions | Below 200 or non-eligible member |
| NOF | Calculated NOF and reconciliation | Below Rs 20 lakh |
| Deposit cap | Deposits / NOF ratio | Above 20x or approaching board limit |
| Liquidity | Unencumbered term-deposit percentage | Below 10% or maturity mismatch |
| Rates | Deposit/loan product grid | Rate exceeds cap or inconsistent class treatment |
| Loans | Per-member cap and permitted security | Over-limit, unsecured or defaulting member |
| NPA | Ageing, reversal and provisioning | Accrued NPA interest or under-provision |
| Branches | Profit test, approvals and filing status | Unauthorised location / overdue annual filing |
| Returns | NDH-3, annual audit certificate | Late, unreconciled or unsupported filing |
Twelve decisions for Boards, auditors and professionals
1. Incorporated but not declared
Facts: A new public company has 220 members and wants to accept deposits 60 days after incorporation.
Answer: Meeting thresholds is not enough. It must complete Rule 3B declaration and related commencement filing before starting Nidhi business.
2. Member count falls to 190
Answer: Immediate remediation and regulatory assessment are required. The company cannot treat 200 as a one-time incorporation milestone.
3. Deposit ratio at 19.8x NOF
Answer: Technically below 20x, but the Board should create a lower internal buffer because losses, withdrawals from reserves or audit adjustments can cause breach.
4. Corporate member
Answer: A body corporate or trust cannot be a member. Deposits and loans through that entity are outside Rule 8.
5. Bank loan used to fund member loans
Answer: Rule 6 prohibits external borrowing from bank/FI/other source for advancing to members.
6. Fourth branch in same district
Answer: Prior Regional Director permission is required; continuous three-year PAT and current annual filings must also be demonstrated.
7. Branch outside State
Answer: Not permitted under Rule 10; RD approval does not create a route outside the State.
8. Loan to defaulting member
Answer: No further loan may be granted until the default is cleared, even if fresh collateral is offered.
9. Flat-rate member loan
Answer: Rule 16 requires reducing-balance calculation. A flat-rate quote can breach the rule and mislead members.
10. NPA interest accrued
Answer: Reverse unrealised income and recognise on cash basis; recompute provisioning and profit/dividend capacity.
11. Auditor relies on NDH-3 only
Answer: Insufficient. Rule 22 certification requires rule-by-rule testing from source records.
12. Public social-media campaign
Answer: General-public deposit promotion is prohibited. Limited private circulation to members must carry the prescribed character and should not become disguised public advertising.
Quarterly governance template
Financial resilience
- NOF and 20x ratio
- 10% liquidity buffer
- Maturity ladder
- NPA and provisioning movement
- Deposit repayment defaults
Member fairness
- Rate grid and class consistency
- Complaints and premature withdrawals
- Loan rejections and defaults
- Collateral custody
- Mis-selling incidents
Regulatory
- Declaration/Gazette status
- NDH forms and certifications
- Branch approvals
- Annual filings current
- Notices and inspections
People and controls
- Director fit and proper
- Auditor tenure
- Maker-checker overrides
- Agent/incentive scan
- Cyber and data integrity
NDH-3 and annual certification
Population
- Member register reconciled
- Ineligible members removed/analysed
- Deposits linked to member IDs
- Loans linked to member IDs
- Branch-wise ledgers complete
Finance
- NOF recomputed
- Deposit cap tested
- 10% buffer confirmed by bank
- Rates independently recalculated
- NPA/provisioning tested
Legal
- Declaration evidence valid
- Branch permissions available
- No public advertisement
- No non-member transaction
- No external borrowing for relending
Filing archive
- Board approval/signatory authority
- Professional certificate
- Source workbook frozen
- Final PDF and SRN
- Exception remediation tracker
Nineteen rapid answers
Q1. Is every company named Nidhi Limited legally a Nidhi?
No. Current law centres on Central Government declaration; since July 2024 an undeclared company cannot use the words Nidhi Limited.
Q2. Can a Nidhi accept deposits from the public?
No. Deposits are from members only.
Q3. Can an LLP become a member?
No. A body corporate cannot be admitted as a member.
Q4. What is the minimum member count?
200.
Q5. What is minimum paid-up equity?
Rs 10 lakh.
Q6. What is minimum net owned funds?
Rs 20 lakh.
Q7. What is the deposit cap?
Generally 20 times net owned funds.
Q8. What liquidity buffer is required?
At least 10% of relevant outstanding deposits in unencumbered permitted term deposits.
Q9. Can a Nidhi open a branch in another State?
No.
Q10. Can it borrow from a bank to relend?
No.
Q11. Can it lend without security?
No; loans must be against the permitted security classes and within limits.
Q12. Can it give another loan to a defaulting member?
No, until the default is cleared.
Q13. What is the loan/deposit rate spread cap?
7.5 percentage points above the highest deposit rate.
Q14. Can dividend exceed 25%?
No under Rule 18, and Companies Act profit/distribution conditions also apply.
Q15. Is NDH-3 annual?
No. It is half-yearly and due within 30 days from each half-year end.
Q16. Does Rule 24 replace fraud provisions?
No. False statements, false evidence and fraud can create separate exposure.
Q17. Are Nidhi deposits bank insured?
The prescribed disclosures do not permit a Government/RBI guarantee or insurance representation.
Q18. Can a minor be a member?
No, though a deposit may be accepted in the minor name through a guardian who is a member.
Q19. Can Nidhi business start immediately after incorporation?
For the post-2022 cohort, no; declaration and the commencement linkage must first be completed.
The NIDHI mnemonic
N - Notification
Declaration in the Official Gazette is the legal gateway.
I - Inside the membership
Deposits and loans remain member-only.
D - Depositor discipline
20x cap, 10% buffer, tenure/rate and disclosure controls.
H - Healthy lending
Slab limits, permitted security, reducing-balance pricing and NPA provisioning.
I - Inspection-ready
NDH filings, auditor certificate, branch approvals and source evidence.
Red flags
Public ads, non-members, external borrowing, out-of-State branch, accrued NPA interest, false guarantee.

Major operative milestones
Nidhi Rules, 2014 notified.
Substituted Section 406 and declaration architecture through Rule 3A/NDH-4.
Transition-period amendments.
Major Rule 3B regime for new Nidhis: 120-day application, 200 members, Rs 20 lakh NOF and fit-and-proper controls.
MCA V3 substitution of NDH forms.
Undeclared company barred from using the words Nidhi Limited.
Primary and operational references
Companies Act, 2013 - Section 406, India Code
https://www.indiacode.nic.in/show-data?actid=AC_CEN_22_29_00008_201318_1517807327856&orderno=458§ionId=49301§ionno=406
Nidhi Rules, 2014 - consolidated operational text
India Code / Official Gazette - Nidhi Rules, 2014 and amendments
Nidhi (Amendment) Rules, 2019 - G.S.R. 467(E)
https://www.indiacode.nic.in/ViewFileUploaded?file=nidhi_%28amendment%29_rules%2C_2019_dt_01.07.2019.pdf&path=AC_CEN_22_29_00008_201318_1517807327856%2Frulesindividualfile%2F
Nidhi (Second Amendment) Rules, 2020 - G.S.R. 114(E)
https://www.indiacode.nic.in/ViewFileUploaded?file=nidhi_%28second%29_amendment_rules_2020.pdf&path=AC_CEN_22_29_00008_201318_1517807327856%2Frulesindividualfile%2F
Companies (Incorporation) Amendment Rules, 2022 - commencement linkage
https://www.indiacode.nic.in/ViewFileUploaded?file=companies_%28incorporation%29_amendment_rules_2022.pdf&path=AC_CEN_22_29_00008_201318_1517807327856%2Frulesindividualfile%2F
Nidhi exemption notification - G.S.R. 465(E), 5 June 2015
https://www.indiacode.nic.in/ViewFileUploaded?file=Exemptions+to+Nidhis+under+section+462+of+CA+2013.pdf&path=AC_CEN_22_29_00008_201318_1517807327856%2Fnotificationindividualfile%2F
Banning of Unregulated Deposit Schemes Act - First Schedule
https://upload.indiacode.nic.in/schedulefile?aid=AC_CEN_3_20_00070_A2019-21_1566198986977&rid=769