Incorporation and NDH-4 declaration under Section 406 and the Nidhi Rules, 2014
Set up a member-owned Nidhi in Kolkata that can accept deposits from and lend to its own members once the Central Government declares it a Nidhi. We incorporate the public company with ROC Kolkata-I or Kolkata-II and plan the 200 members and Rs 20 lakh of net owned funds needed for NDH-4 within 120 days. Professional fee from Rs 8,499, excluding GST and government fees.
| Item | Position for Kolkata |
|---|---|
| Governing provisions | Section 406, Companies Act, 2013 and the Nidhi Rules, 2014 as amended in 2022 |
| Form of entity | Public company limited by shares |
| Registrar | ROC Kolkata-I (Kolkata district) or ROC Kolkata-II (rest of West Bengal) |
| MCA regional office | Regional Director, Eastern Region, Kolkata |
| Founding minimum | 7 members, 3 directors, Rs 10 lakh paid-up equity |
| Declaration test | 200 members and Rs 20 lakh net owned funds, NDH-4 within 120 days |
| Decision on NDH-4 | Central Government, within 45 days; deemed approved if no decision |
| Branches | Only within West Bengal, the state of the registered office |
A lot of Kolkata promoters still work from pre-2022 advice: incorporate, start collecting deposits from members, and file the declaration later. That route closed with the Nidhi (Amendment) Rules, 2022, notified on 19 April 2022.
Today the Certificate of Incorporation from ROC Kolkata-I or Kolkata-II only creates a public company with Nidhi objects. It becomes a Nidhi when the Central Government approves its NDH-4 application. Until then the company must not take deposits from members or give them loans, and if NDH-4 is not filed in time the company cannot file SH-7 or PAS-3 to alter or allot its capital.
So the real project has two halves: a 15 to 20 business day incorporation, and a 120-day sprint to build a genuine membership and owned funds. We plan both from the first meeting rather than treating the second as an afterthought.
A Nidhi exists to cultivate thrift and savings among its members. In and around Kolkata the groups that make it work are usually well defined: traders in one wholesale market, employees of a group of firms, members of a community association, or residents of a locality who already know one another and want a lending pool they control.
It does not suit anyone who wants to lend to the general public, to businesses or to other companies. That needs an NBFC registration with the Reserve Bank of India. It also does not suit charitable work; for that, compare Section 8 registration in Kolkata.
If your founders are not yet sure they can bring in 200 real members within four months, a public limited company in Kolkata or a private limited company may be the honest first step, with the Nidhi formed later when the membership exists.
Registrar note: ROC Kolkata was split into two offices on 16 February 2026. Kolkata-I covers the district of Kolkata and the State of Sikkim; Kolkata-II covers the rest of West Bengal. Both sit in Kolkata but hold separate files, so the address you give as the registered office decides which one holds your Nidhi.
| Matter | Authority for a Kolkata Nidhi |
|---|---|
| Name reservation and incorporation through SPICe+ | MCA, with the company registered under ROC Kolkata-I or Kolkata-II |
| Declaration as a Nidhi on NDH-4 | Central Government (Ministry of Corporate Affairs) |
| INC-20A, NDH-1, NDH-3, AOC-4, MGT-7 | Filed on the MCA portal against the company's ROC |
| Intimation of a new branch | Your ROC, within 30 days of opening |
| Appeal against an ROC adjudication order | Regional Director, Eastern Region, Kolkata |
Registered office in Kolkata district, for example Lake Town, Park Street, Burrabazar or Behala: your file sits with ROC Kolkata-I. Registered office in Salt Lake, New Town, Howrah or the 24 Parganas: it sits with ROC Kolkata-II. Both offices are in Kolkata and both accept filings only through the MCA portal.
We confirm the common bond of the members, check every proposed promoter and director against the fit-and-proper criteria, and agree the capital plan.
DSCs for all subscribers, then SPICe+ Part A for a name that ends in "Nidhi Limited".
Objects confined to accepting deposits from and lending to members, with articles that respect the Nidhi Rules on share value, member eligibility and prohibited business.
Filed with e-MOA, e-AOA and AGILE-PRO-S. West Bengal stamp duty is computed by the MCA portal at filing and paid online.
Issued with CIN, PAN and TAN by ROC Kolkata-I or Kolkata-II. The bank account is opened and the Rs 10 lakh is brought in.
Shares of at least Rs 10 each are allotted to new members, PAS-3 is filed for each allotment, and net owned funds are taken to Rs 20 lakh.
Filed before day 120 with the member register, net owned funds working and fit-and-proper declarations.
Once the declaration is received it is filed with INC-20A, and only then does the Nidhi start accepting deposits and lending.
| Stage | Time | Depends on |
|---|---|---|
| DSCs and name reservation | 3 - 6 business days | Video KYC and name availability |
| MOA, AOA and SPICe+ Part B | 5 - 8 business days | Signatures from all seven subscribers |
| Incorporation | 15 - 20 business days in all | MCA processing |
| Members and NOF built | Within 120 days of incorporation | Your group's actual onboarding |
| Decision on NDH-4 | Within 45 days of filing | Central Government scrutiny |
Indicative service timelines. Declaration as a Nidhi is a Central Government decision 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 | West Bengal rate, computed on the MCA portal at filing |
| NDH-4, PAS-3, INC-20A and later NDH-1/NDH-3 | At actuals as charged on the MCA portal |
| DSCs | At actuals |
| Plan | Professional fee | Covers |
|---|---|---|
| Essential | From Rs 8,499 | Eligibility review, name, Nidhi MOA and AOA, SPICe+ incorporation, PAN and TAN |
| Growth | On quote | Essential plus member register, PAS-3 filings, NOF working and NDH-4 |
| Complete | On quote | Growth plus INC-20A, NDH-1, half-yearly NDH-3 and first-year ROC filings |
All plans exclude GST. Government fees, stamp duty and DSCs are paid at actuals and shown separately on your invoice.
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.
| Rule area | What it requires |
|---|---|
| Members only | Deposits only from members and loans only to members |
| Prohibited business | No chit fund, hire purchase, leasing or insurance business, and no preference shares or debentures |
| Ratios | Net owned funds to deposits not more than 1:20; at least 10% of outstanding deposits kept in unencumbered term deposits |
| Loan limit per member | From Rs 2 lakh where total deposits are below Rs 2 crore, rising in slabs with the deposit base |
| Branches | Only after three years of continuous net profit; up to three within the district; never outside West Bengal |
The branch rule matters more in Kolkata than in most cities, because many groups that form a Nidhi here have members spread across Howrah, Hooghly and the 24 Parganas. Branches outside the district need prior permission, and none can be opened outside the state at all.
| Obligation | When | Risk of default |
|---|---|---|
| NDH-1 return of statutory compliances | Within 90 days of the close of the first financial year | Penalty and questions on Nidhi status |
| NDH-3 half-yearly return | Within 30 days of each half-year | Penalty for every return missed |
| AOC-4, MGT-7 and statutory audit | Every year | Additional fees and director disqualification exposure |
| Branch intimation | Within 30 days of opening | Adjudication by your ROC |
Penalties for contraventions are adjudicated by the company's own registrar. For a Kolkata Nidhi that means ROC Kolkata-I or Kolkata-II, with an appeal to the Regional Director, Eastern Region under Section 454.
| Nidhi company | NBFC | Section 8 company | |
|---|---|---|---|
| Who you can lend to | Members only | Public and businesses | Not a lending vehicle |
| Regulator | MCA under the Nidhi Rules | Reserve Bank of India | MCA |
| Entry capital | Rs 10 lakh paid-up, Rs 20 lakh NOF | Much higher net owned fund threshold | No minimum |
| Profits | Dividend to members within the limits of the rules | Distributed to shareholders | Cannot be distributed |
| Kolkata page | This page | - | Section 8 in Kolkata |
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP from 129A, Bangur Avenue, Block A, Lake Town, Kolkata 700055. Kolkata is our home city, and we have supported 2,500+ companies across our practice.
| Reference | Relevance |
|---|---|
| Section 406, Companies Act, 2013 | Power to declare and regulate Nidhis |
| Nidhi Rules, 2014, as amended by G.S.R. 301(E) of 19 April 2022 | Capital, members, NOF, NDH-4 and prior declaration |
| Nidhi Rules, rule 10 | Branch conditions and the state limit |
| Section 10A, Companies Act, 2013 | INC-20A declaration |
| Section 454, Companies Act, 2013 | Adjudication of penalties and appeal to the Regional Director |
Authority sources: Ministry of Corporate Affairs at mca.gov.in and PIB release of 31 December 2025 on the Kolkata-I / Kolkata-II split.
A group of hardware traders around Canning Street incorporated a Nidhi with seven subscribers and three directors, all from the trade association. By day 70 they had 140 members, most of them traders who had paid for shares but whose KYC was still sitting in a folder. We set up a weekly allotment cycle with a PAS-3 for each batch, collected the missing KYC, and took a CA-certified net owned funds working once the paid-up capital crossed Rs 20 lakh. NDH-4 went in on day 108 with 212 members on the register.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: Public Limited Company Registration in Kolkata, Section 8 Registration in Kolkata and Private Limited Company Closure in Kolkata. Nationally: Nidhi company registration, INC-20A filing and our guide to the Nidhi company rules for 2026.
It depends on the registered office. A Nidhi with its office in Kolkata district is registered with ROC Kolkata-I, which also covers Sikkim. An office anywhere else in West Bengal, such as Salt Lake, New Town or Howrah, falls under ROC Kolkata-II. The split took effect on 16 February 2026.
The Central Government, on the company's NDH-4 application. It must decide within 45 days, failing which the application is deemed approved. The approval is then filed with INC-20A, and only after that can the company accept deposits from or lend to members.
Seven to incorporate, and at least 200 within 120 days of incorporation, together with net owned funds of Rs 20 lakh. These are national rules under the Nidhi Rules, 2014 as amended in 2022, and they apply the same way in Kolkata.
A branch outside Kolkata district, Howrah included, needs prior permission and the Nidhi must first have earned net profits for three continuous years. No branch can be opened outside West Bengal, the state where the registered office is situated.
Rs 10 lakh of paid-up equity share capital at incorporation, with net owned funds of Rs 20 lakh by the time NDH-4 is filed. Shares must have a face value of at least Rs 10 and be fully paid.
Our professional fee for incorporation starts at Rs 8,499 plus GST. The SPICe+ fee is nil up to Rs 15 lakh authorised capital, name reservation is Rs 1,000, and West Bengal stamp duty is computed on the MCA portal at filing. NDH-4 work is quoted once we see your membership plan.
The company cannot file SH-7 or PAS-3 with its ROC, which freezes changes to capital and new allotments, and it cannot raise deposits or lend. Planning member onboarding from the first week is the only reliable way to avoid this.
No. A Nidhi may lend only to its members and accept deposits only from them. Lending to the public or to companies requires NBFC registration with the Reserve Bank of India.
Penalties are adjudicated by the company's registrar, ROC Kolkata-I or Kolkata-II. An appeal against the adjudication order lies to the Regional Director, Eastern Region, Kolkata under Section 454 of the Companies Act, 2013.
NDH-1 within 90 days of the close of the first financial year, NDH-3 within 30 days of each half-year, and the usual AOC-4, MGT-7 and statutory audit. See our Nidhi company registration page for the national compliance calendar.
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Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, PIB: new RD and ROC offices from 16 February 2026
Canonical: https://corporatewalla.com/kolkata/nidhi-company-registration
