Introduction

A Nidhi Company is a member-based, non-banking financial company formed primarily to promote savings and mutual financial aid among its members. Regulated by Section 406 of the Companies Act, 2013, and the Nidhi Rules, 2014, such companies are restricted to operating only among their members and cannot deal with the general public. To ensure financial stability and proper functioning from the outset, the law imposes specific capital requirements for the incorporation and operation of a Nidhi Company. The minimum capital requirement is an essential legal and operational standard designed to safeguard the interests of members and promote disciplined financial activity. This explanation provides a detailed account of the minimum capital requirements, the rationale behind them, and related compliance considerations.

Definition of Minimum Paid-up Capital

As per Rule 5(1) of the Nidhi Rules, 2014, a Nidhi Company must have a minimum paid-up equity share capital of ten lakh rupees at the time of incorporation. This means that promoters of the company must collectively contribute at least this amount in the form of equity shares. The paid-up capital reflects the financial base of the company and is used to support its initial operations, such as accepting deposits, granting loans, and establishing infrastructure.

Requirement to Raise Capital at the Incorporation Stage

At the time of incorporation, the company must demonstrate that the entire minimum capital requirement of ten lakh rupees has been subscribed and paid by the initial members. The capital must be in the form of equity shares only. Preference shares are not permitted for a Nidhi Company. The Registrar of Companies (RoC) will only approve the incorporation application if the necessary capital has been paid and appropriate documentation is submitted.

Nature and Composition of Capital

The entire capital must be subscribed as equity capital. Each of the initial members must hold a minimum of ten equity shares or shares worth at least one hundred rupees. The capital structure must be clearly defined in the Memorandum of Association (MoA) and Articles of Association (AoA), including the number of authorized shares, face value per share, and individual holdings of each member. The capital should be deposited in a bank account opened in the name of the company once the Certificate of Incorporation is issued.

Post-Incorporation Capital Maintenance

After incorporation, the company must maintain the minimum paid-up capital of ten lakh rupees at all times. It cannot reduce its paid-up capital below this threshold without violating the Nidhi Rules. If any share forfeiture, cancellation, or refund reduces the capital below the mandatory limit, the company must immediately take corrective steps to restore compliance. Maintaining this capital level helps ensure that the company has a sufficient financial base to absorb risk and support its basic operations.

Capital Enhancement Provisions

A Nidhi Company may choose to increase its paid-up capital beyond ten lakh rupees at any point after incorporation. This can be done by issuing additional equity shares to existing or new members, subject to the approval of the board and compliance with the Companies Act. While the minimum is fixed by law, there is no upper limit on the capital a Nidhi Company can raise internally. Enhanced capital strengthens the company’s ability to lend, expand services, and meet regulatory deposit-to-fund ratios.

Use of Paid-up Capital

The paid-up capital is utilized for initiating the company’s basic operations, including establishing its office, infrastructure, and digital systems. It may also be used to grant loans to members after sufficient deposits have been received. However, the capital must not be diverted toward prohibited financial activities or external ventures. Its use must align with the primary objective of serving the financial needs of members through savings and mutual lending.

Monitoring and Reporting Capital Compliance

The Registrar of Companies and the Ministry of Corporate Affairs oversee the compliance of capital requirements. The company must file its capital details in the annual return and financial statements. Any changes in the shareholding pattern, capital structure, or share allotments must be reported through the prescribed statutory forms. Non-compliance with capital regulations can attract penalties, rejection of the incorporation application, or disqualification from operating as a Nidhi Company.

Exclusion of Preference Share Capital

The capital requirement strictly refers to equity share capital. Preference share capital is not allowed for a Nidhi Company. This ensures equal ownership rights and voting privileges for all members. Allowing only equity capital avoids the complications of priority dividend rights or redemption obligations, thereby preserving the mutual and democratic nature of the organization.

Conclusion

The minimum capital requirement of ten lakh rupees for incorporating a Nidhi Company serves as a foundational benchmark for ensuring financial credibility, operational readiness, and legal compliance. It reflects the seriousness and financial capability of the promoters and provides the company with the essential base to conduct its savings and lending activities. This requirement, along with the restriction on preference shares and the ongoing obligation to maintain the capital level, ensures that Nidhi Companies remain stable, transparent, and aligned with their community-driven objectives. Adhering to the capital norms is not just a legal necessity but also a practical safeguard for building long-term member trust and financial integrity.

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