Nidhi (Mutual Benefit Company) Incorporation and NDH-4 Declaration for Delhi, Gurugram, Noida and Ghaziabad
Form a Nidhi for your member community in Delhi NCR with the State question settled first, the 200-member and Rs 20 lakh net owned funds target planned from day one, and NDH-4 filed inside 120 days. Professional fee from Rs 8,499, excluding GST and government fees.
| Item | Position for Delhi NCR |
|---|---|
| Governing law | Section 406, Companies Act, 2013 and the Nidhi Rules, 2014 as amended in 2022 |
| Form of company | Public company limited by shares, name ending in "Nidhi Limited" |
| Registrar | ROC NCT of Delhi-I / Delhi-II, ROC Haryana or ROC Uttar Pradesh-II, Noida, by registered office |
| Regional Director | RD (NR-I), New Delhi for Delhi and Uttar Pradesh; RD (NR-II), Chandigarh for Haryana |
| At incorporation | 7 members, 3 directors, paid-up equity of at least Rs 10 lakh |
| Within 120 days | 200 members, net owned funds of Rs 20 lakh, NDH-4 filed |
| Declaration | Central Government decides within 45 days; deemed approved if it does not |
| Where it can operate | Branches only inside the State of the registered office |
| Our professional fee | From Rs 8,499, excluding GST and government fees |
Most Nidhi checklists stop at capital and member counts. In Delhi NCR the decision that matters first is which State the registered office sits in, because a Nidhi is a State-bound institution in a way an ordinary company is not.
Rule 10 of the Nidhi Rules, 2014 says a Nidhi shall not open branches, collection centres or offices outside the State where its registered office is situated. NCR spreads across three States. A Nidhi registered at a Laxmi Nagar or Janakpuri address can work only within the NCT of Delhi. It cannot open a collection point in Noida, Indirapuram or Ghaziabad, which are in Uttar Pradesh, or in Gurugram or Faridabad, which are in Haryana.
Even inside the home State, branches are earned rather than assumed. A Nidhi may open branches only after earning net profits after tax continuously for the three preceding financial years, and then up to three branches within the district. More than three, or a branch outside the district, needs prior permission and an intimation to the Registrar within 30 days. A Nidhi with pending financial statements or annual returns cannot open a branch at all.
So the practical question for an NCR promoter group is simple: where will most of your members walk in to deposit and repay? Register in that State. Where a community is genuinely split between, say, East Delhi and Ghaziabad, the answer may be one Nidhi on each side of the border rather than one Nidhi trying to serve both.
A Nidhi is a public company declared under Section 406 of the Companies Act, 2013 to cultivate thrift and savings among its members. It may accept deposits only from members and lend only to members. It is regulated through the Nidhi Rules and the Ministry of Corporate Affairs, not through an RBI licence.
The groups that make it work in NCR are ones with an existing, trusting membership: traders in a single wholesale market, employees of one large establishment, or residents of a cluster of housing societies. The model depends on 200 real members within four months, and on those members continuing to save and borrow through the company for years.
For the national rulebook, including deposit tenures and loan ceilings, see our Nidhi company registration page and the Nidhi company rules 2026 guide.
| Registered office | Registrar of Companies | Regional Director |
|---|---|---|
| South, South West, New Delhi, South East and East Delhi | ROC NCT of Delhi-I, Delhi | RD (Northern Region-I), New Delhi |
| Central, West, North, North West, North East Delhi and Shahdara | ROC NCT of Delhi-II, Delhi | RD (Northern Region-I), New Delhi |
| Gurugram, Faridabad and the rest of Haryana | ROC Haryana, Chandigarh | RD (Northern Region-II), Chandigarh |
| Noida, Greater Noida and Ghaziabad | ROC Uttar Pradesh-II, Noida (western Uttar Pradesh, carved out of ROC Kanpur) | RD (Northern Region-I), New Delhi |
This mapping follows the MCA reorganisation that took effect on 16 February 2026, announced by the Ministry in its press release of 31 December 2025. Before that date Haryana companies were filed with ROC Delhi and western Uttar Pradesh companies with ROC Kanpur, and a lot of published material still says so. We check the district of the proposed registered office against the MCA portal before the name is filed.
The Registrar holds the company's file: the incorporation, every annual return and financial statement, and the NDH-1 and NDH-3 returns that follow. The Regional Director's role under the Nidhi Rules is narrower but real. Closing a branch needs the Regional Director's prior approval, sought in Form NDH-2 at least 60 days before closure, and withdrawing from the mandatory unencumbered term deposits also needs Regional Director permission under Rule 14.
The NDH-4 declaration itself is decided by the Central Government under Rule 3B and is filed on the MCA portal, wherever in NCR the company is registered.
Decide whether the Nidhi will operate in Delhi, Haryana or Uttar Pradesh, and secure premises there. This decides the Registrar, the Regional Director, the stamp duty and, under Rule 10, where the Nidhi can ever have a counter.
We check every promoter and director against the Nidhi Rules disqualifications, including pending criminal complaints, debarment orders and the limit of five Nidhi directorships or three promoterships.
DSCs are issued, and a name ending in "Nidhi Limited" is reserved through SPICe+ Part A.
The MoA with member-only deposit and lending objects, the AoA, director details and the registered office are filed, with stamp duty computed on the portal at the rate of the State of the registered office.
On approval by the jurisdictional Registrar, the company receives its CIN with PAN and TAN, opens its bank account and receives at least Rs 10 lakh of paid-up equity.
New members subscribe to fully paid equity shares. Every allotment is recorded and filed in PAS-3, and net owned funds are tracked as the company grows.
The application goes in with the fit-and-proper declarations, the member register and the net owned funds computation.
The Central Government decides within 45 days. Once approved, the declaration is filed with the Registrar along with INC-20A, and only then does the company accept deposits or lend.
| Stage | Indicative time | Depends on |
|---|---|---|
| DSCs | 1 - 2 business days | Video KYC of each signatory |
| Name reservation | 2 - 4 business days | Name availability and object fit |
| SPICe+ drafting and filing | 3 - 5 business days | Documents from all seven subscribers |
| Registrar processing to incorporation | 5 - 10 business days | Queries from the jurisdictional ROC |
| Reach 200 members and Rs 20 lakh NOF | Within 120 days of incorporation | Pace of member onboarding |
| NDH-4 decision | Within 45 days of filing | Deemed approved if no decision |
Indicative service timelines. The declaration is decided by the Central Government and is not guaranteed.
| Head | Position |
|---|---|
| SPICe+ incorporation fee | Nil where authorised capital is up to Rs 15 lakh |
| Name reservation | Rs 1,000 |
| Stamp duty on MoA and AoA | At the rate of Delhi, Haryana or Uttar Pradesh, by registered office; computed on the MCA portal at filing |
| NDH-4, NDH-1 and NDH-3 | At actuals, as charged on the MCA portal |
| DSCs | At actuals |
A common NCR surprise is that two groups forming identical Nidhis, one in Delhi and one in Noida, pay different stamp duty. We take the figure from the live computation rather than a static table and show it on the invoice before you pay.
| Plan | Professional fee | Covers |
|---|---|---|
| Starter | From Rs 8,499 | Fit-and-proper review, name, MoA and AoA, SPICe+ incorporation as a public company, PAN and TAN |
| Standard | On quote | Starter plus member register, PAS-3 filings, net owned funds working and NDH-4 |
| Pro | On quote | Standard plus NDH-1, half-yearly NDH-3, AOC-4, MGT-7 and audit coordination |
All plans exclude GST. MCA fees, stamp duty and DSC charges are paid at actuals and shown separately on your invoice. Payment: 50% upfront, 50% on delivery.
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
The 2022 amendment turned Nidhi registration into a two-stage project. Incorporation is the easy half. The second half is getting from seven members to 200 with net owned funds of Rs 20 lakh, on paper that will survive scrutiny, inside four months.
| Window | What should be done |
|---|---|
| Before incorporation | List of intending members with KYC collected, so onboarding starts on day one |
| First month | Bank account, receipt of paid-up capital, first allotments and PAS-3 |
| Months two and three | Allotments in batches, member register maintained, net owned funds recomputed after each batch |
| Month four | Final NOF certificate, fit-and-proper declarations re-signed, NDH-4 filed with margin to spare |
Net owned funds are not the same as cash raised. Accumulated losses and intangible assets come off, so a company that has spent on fit-outs or software may need more capital than the headline figure suggests.
Our working plan, not a statutory schedule. The statutory requirement is that NDH-4 is filed within 120 days of incorporation.
| Obligation | Position |
|---|---|
| NDH-1 return of statutory compliances | Within 90 days of the close of the first financial year, and the second where applicable |
| NDH-3 half-yearly return | Within 30 days of the end of each half-year |
| Ratio of net owned funds to deposits | Not more than 1:20 |
| Unencumbered term deposits | At least 10% of outstanding deposits; withdrawal needs Regional Director permission |
| Dividend | Capped at 25% in a financial year |
| Branch closure | Prior Regional Director approval in NDH-2, then a newspaper notice |
| AOC-4, MGT-7 and statutory audit | Every year, with the jurisdictional ROC |
| Nidhi company | NBFC | Section 8 company | |
|---|---|---|---|
| Regulator | MCA, through the Nidhi Rules | Reserve Bank of India | MCA |
| Who can deposit or borrow | Members only | Public, within its licence | Not a lending vehicle |
| Entry capital | Rs 10 lakh paid-up, Rs 20 lakh NOF in 120 days | Far higher, set by the RBI | No minimum |
| Geographic reach | Only the State of the registered office | As permitted by the RBI | No State limit |
| Purpose | Member thrift and credit | Commercial finance | Charitable objects |
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, working with NCR clients from our Delhi office at 04, Malook Singh Marg, Arjun Nagar, Krishan Nagar, Delhi 110051. Incorporation is filed electronically, but a Nidhi lives or dies on decisions taken before filing: the State, the promoters and the member pipeline.
| Reference | Relevance |
|---|---|
| Section 406, Companies Act, 2013 | Declaration and regulation of Nidhis |
| Nidhi Rules, 2014, Rules 3A and 3B | NDH-4 within 120 days, 200 members, Rs 20 lakh NOF, 45-day decision |
| Nidhi Rules, 2014, Rule 10 | Branches only within the State of the registered office |
| Nidhi Rules, 2014, Rule 14 | Unencumbered term deposits and Regional Director permission to withdraw |
| Nidhi (Amendment) Rules, 2022, G.S.R. 301(E) dated 19 April 2022 | Capital of Rs 10 lakh, prior declaration, fit-and-proper test |
| MCA reorganisation of ROCs and RDs, effective 16 February 2026 | Delhi-I, Delhi-II, Haryana and Noida registrars; NR-I and NR-II Regional Directors |
Authority sources: Ministry of Corporate Affairs at mca.gov.in and the Press Information Bureau release of 31 December 2025 on new ROCs and Regional Directorates.
A group of cloth traders from a wholesale market in East Delhi approached us to form a Nidhi. About a third of the intended members lived in Ghaziabad and Indirapuram, and the promoters planned a second counter there. We explained Rule 10 before anything was filed. The group incorporated the Nidhi at its East Delhi address, with ROC NCT of Delhi-I as registrar, onboarded members who could transact at the Delhi registered office, and parked the Ghaziabad counter idea rather than build a structure that would breach the rules on day one.
Illustrative scenario based on typical file patterns. Not a named client engagement.
In Delhi NCR we also handle public limited company registration, Section 8 registration and closing a private limited company. For a regular company in Delhi, see private limited company registration in Delhi. After incorporation, INC-20A filing and annual compliance keep the file current. Questions: contact us.
No. Rule 10 of the Nidhi Rules, 2014 bars a Nidhi from opening branches, collection centres or offices outside the State where its registered office is situated. Noida and Ghaziabad are in Uttar Pradesh and Gurugram and Faridabad are in Haryana, so a Delhi-registered Nidhi cannot set up a counter there. Choose the registered office State to match where you will operate.
It depends on the registered office. Since 16 February 2026, Delhi companies sit with ROC NCT of Delhi-I or Delhi-II by district, Haryana companies with ROC Haryana at Chandigarh, and companies in the westernmost districts of Uttar Pradesh, which include Noida and Ghaziabad, with ROC Uttar Pradesh-II, Noida. We confirm the district on the MCA portal before filing.
RD (Northern Region-I) at New Delhi covers the NCT of Delhi and Uttar Pradesh, so Delhi, Noida and Ghaziabad Nidhis deal with it. A Gurugram or Faridabad Nidhi deals with RD (Northern Region-II) at Chandigarh. Under the Nidhi Rules the Regional Director approves matters such as closing a branch, sought in Form NDH-2.
Rule 3B of the Nidhi Rules, as amended in 2022, gives the decision to the Central Government. It must decide within 45 days of receiving the application, failing which the application is deemed approved. The company can start accepting deposits and lending only after that approval.
At least 200 members and net owned funds of Rs 20 lakh or more, with NDH-4 filed within 120 days of incorporation. The company starts with seven members, three directors and at least Rs 10 lakh of paid-up equity, so the gap to 200 members has to be closed through real share allotments within those four months.
The company cannot take deposits or lend as a Nidhi, and it cannot file SH-7 for altering share capital or PAS-3 for allotments with the Registrar, which effectively freezes it. Starting member onboarding in the first month avoids this.
No. Stamp duty is charged at the rate of the State of the registered office, so a Delhi, Haryana and Uttar Pradesh address can each give a different figure. It is computed on the MCA portal at the time of SPICe+ filing and paid with the form, and we show it as a separate line at actuals.
The association itself does not convert. Its members can promote a new public company with Nidhi objects, subscribe to its shares and become members. Each promoter and director must pass the fit-and-proper test, and no one may be a director of five or more Nidhis or a promoter of three or more.
Eligibility and fit-and-proper review, name reservation ending in Nidhi Limited, MoA and AoA drafting, SPICe+ filing as a public company, and the Certificate of Incorporation with PAN and TAN. Member onboarding support and NDH-4 are quoted separately. Fees exclude GST, MCA fees, stamp duty and DSCs. Payment is 50% upfront and 50% on delivery.
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Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, PIB: MCA sets up new Regional Directorates and ROCs
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