Nidhi Company Annual Filing

A Nidhi Company occupies a peculiar place in Indian financial regulation. It is a public limited company incorporated under the Companies Act 2013, but it operates as a mutual-benefit society — accepting deposits from and lending only to its members — under a parallel rulebook, the Nidhi Rules 2014 (amended in 2019 and 2022). It is regulated by the Ministry of Corporate Affairs (MCA), not the RBI, even though it functions like a co-operative deposit-taking institution. By 2026, the regulatory grip has tightened significantly — the Nidhi (Amendment) Rules 2022 require prior declaration as a Nidhi via Form NDH-4 before the company can use the word 'Nidhi' or accept deposits beyond a specified period, and the MCA has been actively striking off non-compliant Nidhis.

The annual compliance burden on a Nidhi is heavier than on an ordinary private limited company. There are four Nidhi-specific forms — NDH-1, NDH-2, NDH-3 and NDH-4 — layered on top of the standard MGT-7 and AOC-4. Each form tests a different dimension: NDH-1 tests the post-incorporation financial structure, NDH-2 is invoked when the structure is not met, NDH-3 is a half-yearly window into deposits, loans and non-funded business, and NDH-4 is the gateway declaration without which the company cannot legally call itself a Nidhi or carry on Nidhi business. A miss on any of these triggers penalty, refund of deposits, or strike-off.

We handle the full annual and event-based compliance cycle for Nidhi Companies — from books closure and audit through every NDH form, MGT-7, AOC-4 and the regulatory ratios that decide whether the Nidhi continues or has to wind down.

What's Inside Full Nidhi Annual Compliance

• Form NDH-1 — Post-Incorporation Compliance Return:: Filed within 90 days from the close of the first financial year after incorporation, certifying that the Nidhi has met the structural thresholds — minimum 200 members, Net Owned Funds (NOF) of at least ₹10 lakh, NOF-to-deposits ratio of 1:20, and unencumbered term deposits of at least 10% of outstanding deposits.

• Form NDH-2 — Application for Extension of Time:: Where the Nidhi has not been able to achieve the 200-member or ₹10 lakh NOF threshold within the first financial year, an application to the Regional Director (RD) for extension is filed in NDH-2 within 30 days of close of the first FY.

• Form NDH-3 — Half-Yearly Return:: Filed within 30 days from the end of each half-year (April-September and October-March), reporting member additions and exits, deposits accepted and matured, loans disbursed and recovered, and confirming that the Nidhi has not engaged in any prohibited business (chit funds, hire purchase, leasing, insurance, acquisition of securities of other companies).

• Form NDH-4 — Declaration as Nidhi:: The 2019/2022 amendment introduced NDH-4 as a pre-condition: a company incorporated as a Nidhi must apply within 120 days of the first FY to be 'declared' a Nidhi by the Central Government; without this declaration, it cannot use 'Nidhi' in its name or accept deposits past the prescribed period.

• MGT-7 — Annual Return:: Standard Companies Act annual return — share capital, members, directors, KMP, indebtedness, transfers — filed within 60 days of the AGM.

• AOC-4 — Financial Statements:: Audited Balance Sheet, P&L, cash flow, notes, Board's Report, auditor's report — filed within 30 days of the AGM, with Schedule III formatting and Nidhi-specific disclosures on deposits, loans against gold / property / FD, and reserve fund.

• Statutory Audit & Reserve Fund:: Statutory audit under Section 139, transfer of at least 20% of net profit to a Reserve Fund (Rule 7), profit-sharing limits, and the bar on declaration of dividend exceeding 25% (Rule 18).

• Member Register, Deposit & Loan Records:: Member admission, share allotment (minimum 10 equity shares of ₹10 each per member), deposit ledger by tenor, loan ledger by security, audit-ready books that withstand RD inspection.

Why Most Nidhi Companies Get Struck Off or Penalised

NDH-4 not filed within 120 days of first FY — company cannot legally function as a Nidhi. 200-member threshold not achieved and NDH-2 extension not applied for in time — refund of deposits ordered. NDH-3 half-yearly skipped — penalty under Rule 23A. Loans given against unsecured assets or to non-members — Rule 15 / 18 default. Dividend exceeding 25% — Rule 18 violation. Acceptance of deposits beyond NOF-1:20 ratio — capital adequacy default. We close all of these at filing, not at inspection.