Form NDH-2: Complete Guide to Application to Regional Director for Nidhi Company Approvals
Form NDH-2 is the web form filed with the Regional Director by a Nidhi company to seek extension of time or various other approvals. It is governed by Rules 5(3), 6(d), 10(3), and 14 of the Nidhi Rules, 2014.
Who Should File NDH-2 / When is it Filed
A Nidhi company not complying with Rule 5(1) of the Nidhi Rules, 2014 must apply to the Regional Director in Form NDH-2 for extension of time, within 30 days from the close of the first financial year; the Regional Director may pass orders within 30 days of receipt of the application.
Nidhi companies must also file NDH-2 for Regional Director approval of:
- Rule 6(d): Acquiring another company by purchase of securities, controlling the composition of another company’s Board, or entering into an arrangement for change of management
- Rule 10(3): Opening more than three branches within a district, or any branch outside the district
- Rule 14: Temporary withdrawal for repayment to depositors in cases of unforeseen commitments
Important Checkpoints Before Filing
- Applicant must be registered as a Business User on the MCA portal
- The company must be registered with MCA and hold a valid, approved CIN, and must be a public limited company having share capital
- Signatories must hold an approved DIN or valid PAN/Membership number, associated with the CIN under the selected designation (not applicable for a practicing professional)
- The signing director’s DIN must not be flagged for disqualification
- The DSC attached must be registered on the MCA portal against the DIN/PAN/Membership number provided, and must be valid, non-expired, and non-revoked
- The form cannot be signed by a Director/Manager/CS/CEO/CFO whose cessation (via DIR-12/Form 32) is still pending payment/approval
- The MGT-14 SRN quoted for the purpose of acquisition (field 8(a)) must be valid and approved
- Branch opening is allowed only after 3 years from incorporation — if the number of branches entered is greater than zero, the form cannot be filed before this 3-year mark
- Where branches are being opened, net profit after tax must be greater than zero for all 3 financial years
- The certifying professional’s membership/certificate of practice number must be valid — Membership Number for CA/CWA certification, COP number for CS certification
- If field space is insufficient, additional details may be furnished as an optional attachment
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Navigate to “Filing by Nidhi companies”
- Access “Application to Regional Director for various approvals by Nidhi Companies (NDH-2)”
- Enter/search/select CIN
- Fill up the application, selecting the applicable purpose (extension of time, or the specific rule-based approval sought)
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number
- Certification by a practicing CA/CWA (Membership Number) or CS (COP number)
Fee Structure
Extension of Time — Based on Authorised Share Capital
| Authorised Share Capital (INR) | Fee (INR) |
|---|---|
| Up to 25,00,000 | 2,000 |
| 25,00,000 to 50,00,000 | 5,000 |
| 50,00,000 to 5,00,00,000 | 10,000 |
| 5,00,00,000 to 10,00,00,000 | 15,000 |
| 10,00,00,000 or more | 20,000 |
A one-time condonation fee (equal to the normal application fee) applies in case of delay.
Other Approvals — Based on Authorised Share Capital
| Authorised Share Capital (INR) | Other than OPC & Small Company (INR) | OPC & Small Company (INR) |
|---|---|---|
| Up to 25,00,000 | 2,000 | 1,000 |
| 25,00,000 to 50,00,000 | 5,000 | 2,500 |
| 50,00,000 to 5,00,00,000 | 10,000 | — |
| 5,00,00,000 to 10,00,00,000 | 15,000 | — |
| 10,00,00,000 or more | 20,000 | — |
| Applicant Type | Fee (INR) |
|---|---|
| Company limited by guarantee without share capital | 2,000 |
| Section 8 company (valid license) | 2,000 |
Processing Mode
Form NDH-2 is processed in Non-STP mode — every filing is reviewed manually.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What is the deadline for an extension-of-time application? Within 30 days from the close of the first financial year, where the Nidhi has not complied with Rule 5(1).
Q2. Can a Nidhi open branches immediately after incorporation? No — branch opening is allowed only after 3 years from the date of incorporation, and only where net profit after tax has been positive for all 3 financial years.
Q3. Is NDH-2 processed automatically? No, it is always processed in Non-STP mode with manual review by the Regional Director.
Q4. What if the extension-of-time application is filed late? A one-time condonation fee, equal to the normal application fee, applies.
Q5. Which webform SRN is needed for an acquisition approval? A valid, approved SRN of Form MGT-14 for the resolution authorising the acquisition.
Disclaimer
This article is based on the official Instruction Kit for Form NDH-2 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.