Three specialised compliance areas under the Companies Act 2013 demand particular expertise — Foreign Companies operating in India through Branch / Liaison / Project Offices or Wholly Owned Subsidiaries under Sections 379–393; Deposit Compliance for any company that accepts deposits or other money from members or the public under Sections 73–76 read with the Companies (Acceptance of Deposits) Rules 2014; and Nidhi Company governance under Section 406 read with the Nidhi Rules 2014. Each area carries its own form universe — FC-1, FC-2, FC-3, FC-4 for foreign companies; DPT-1 (deposit circular), DPT-3 (annual deposit return), DPT-4 (statement on commencement) for deposits; and NDH-1, NDH-2, NDH-3, NDH-4 for Nidhis — all interlocking with the FEMA Master Direction on Branch / Liaison / Project Offices, RBI directions on deposit-taking, and MCA Nidhi Notification frameworks.
These three regimes share a common theme — high regulator scrutiny, strict timelines, and steep penalties for non-compliance. A foreign company that misses Form FC-3 / FC-4 invites hefty per-day fines and FEMA contraventions; a private company that takes a single rupee from a non-member without DPT-3 reporting risks deemed-public-deposit treatment under Sec 73; a Nidhi that fails NDH-1 within 90 days or NDH-4 within 1 year of incorporation forfeits its statutory status. Our Foreign Company, Deposits and Nidhi consultancy services deliver end-to-end MCA / RBI compliance — from RBI Branch / Liaison / Project Office approval, Form FC-1 establishment filing, Form FC-3 financial filing, Form FC-4 annual return, FEMA AAC and ARF returns; through DPT-1 deposit circular drafting, DPT-3 annual return filing for both deposits and exempted receipts, member-deposit governance under Rule 3, deposit-trustee appointment; to Nidhi Company incorporation, NDH-1 statutory compliance return, NDH-3 half-yearly return, NDH-4 declaration as Nidhi, and ongoing 200-member / ₹20-lakh NOF compliance.
Foreign-company India presence through Branch Office (BO), Liaison Office (LO), or Project Office (PO) — RBI Master Direction approvals, Form FC-1 ROC filing, AD bank liaison.
Form FC-3 (annual financial statements + global financials), Form FC-4 (annual return), and supporting parent-company audited financials; charge filings via FC-2 where applicable.
Annual DPT-3 return for every company (other than government) — covering both deposits and exempted receipts under Rule 2(1)(c); includes loans, advances, intercompany, and director receipts.
Private / Public company accepting deposits from members under Sec 73 — Form DPT-1 circular, special resolution, deposit insurance, deposit trustee, separate deposit-repayment-reserve account.
Eligible public companies (NW ≥ ₹100 cr or turnover ≥ ₹500 cr) accepting public deposits under Sec 76 — credit rating, deposit trustee, advertisement, DPT-1 circular.
Sec 406 Nidhi Company — incorporation as a public limited company, NDH-1 (90 days), NDH-4 declaration (within 1 year), 200 members + ₹20 lakh NOF compliance, NDH-3 half-yearly.
Any company / body corporate incorporated outside India which has a place of business in India physically or through electronic mode, and conducts any business activity in India.
Foreign company must file Form FC-1 within 30 days of establishing a place of business in India — with charter / bye-laws, RBI approval, list of directors, and authorised signatory.
Conditions: special resolution, DPT-1 circular, credit rating (where applicable), deposit-repayment reserve ≥ 20% of deposits maturing in next FY, deposit insurance, and deposit trustee.
22+ exempted categories — central / state government, banks, NBFC, foreign loans, ECB, director's own funds, employee security deposits up to annual salary, intercompany loans, share application money up to 60 days, etc.
Every company (other than government) must file DPT-3 by 30 June covering both deposits and amounts not considered as deposits outstanding as on 31 March — even purely-loan-based companies must file.
A public limited company incorporated with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to members for their mutual benefit.
Within 120 days from FY-end of the year of incorporation (and ongoing) — Nidhi must have at least 200 members AND net owned funds (NOF) of ₹20 lakh+; failure triggers NDH-2 extension or status loss.
Nidhi Companies (incorporated post-2019 amendment) must file Form NDH-4 within 60 days of becoming eligible for declaration of Nidhi status — without this, the company cannot use "Nidhi" in its name or operate as a Nidhi.
End-to-end RBI approval pack — Form FNC, parent profile, activity scope mapping, AD bank route, RBI / Government route classification, and approval order.
Form FC-1 within 30 days of place-of-business establishment — RBI approval, charter, director list, authorised signatory, and ROC filing.
Annual Form FC-3 (financial statements with parent global financials) and Form FC-4 (annual return) — apostille / consularisation, translation, ROC filing.
FEMA-side compliance — AAC (Annual Activity Certificate), ARF, FC-GPR / FC-TRS where applicable, AD bank quarterly returns, and inter-company remittance documentation.
Mandatory DPT-3 by 30 June — categorisation under Rule 2(1)(c), deposit vs non-deposit split, intercompany loans, director / member receipts, and auditor certificate.
Member-deposit programme — special resolution, DPT-1 circular drafting, deposit-repayment reserve setup, deposit insurance procurement, and trustee appointment.
Public-deposit programme for eligible companies — credit rating, deposit trust deed, newspaper advertisement, DPT-1 circular, and ongoing reserve / repayment audit.
Diagnostic of receipts books — identification of deemed deposits, structural exemption mapping, restructuring of advances / loans / intercompany flows to avoid Sec 73 / 76 trigger.
Sec 406 Nidhi setup — Public Limited Company incorporation via SPICe+, MOA aligned with Nidhi objects, share-capital structuring (₹10 lakh equity at incorporation), NDH-readiness.
NDH-1 statutory compliance return within 90 days of FY-end of year of incorporation; NDH-2 extension where 200 members / ₹20 lakh NOF not met; NDH-3 half-yearly return.
NDH-4 declaration by Nidhi Companies (post-2019) — for use of "Nidhi" in name and operation as Nidhi; documentation pack, MCA scrutiny defence, and approval follow-up.
Branch opening rules (Rule 10), 1:20 deposit-to-NOF cap, ceiling on rate of interest, restrictions on lending, dividend cap, and ongoing 200-member / NOF maintenance audit.
MNC parent setting up Branch / Liaison / Project Office or WOS — RBI approval, Form FC-1 within 30 days, FEMA compliances, and ongoing FC-3 / FC-4 calendar.
Foreign companies' Form FC-3 (financials) and FC-4 (annual return) due — typically within 6 months of parent FY-end; per-day penalty for delay can be steep.
Annual DPT-3 due by 30 June covering deposits and exempted receipts as on 31 March — applies even to debt-free companies; non-filing attracts heavy penalty.
Private / Public company exploring member-deposit programme — Sec 73 framework, DPT-1 circular, special resolution, deposit insurance, and trustee setup.
Receipts from non-members or beyond exemption — risk of being deemed public deposits under Sec 73; urgent restructuring or repayment to avoid contravention.
Group / promoter setting up Nidhi for member-thrift & savings — Public Ltd incorporation, ₹10 lakh equity, NDH-1 within 90 days, NDH-4 declaration roadmap.
Nidhi failing to meet 200-member or ₹20 lakh NOF in stipulated 120 days — NDH-2 extension application, member-onboarding plan, and NOF augmentation.
Nidhi (post-2019 incorporation) pending NDH-4 declaration — without this, "Nidhi" name and Nidhi operations become impermissible; pivotal compliance.
Existing structure review, regulator-fit mapping (foreign co / deposit / Nidhi), gap analysis, and compliance roadmap with priority filings.
RBI BO / LO / PO approval, Public Ltd incorporation for Nidhi, member-deposit framework, and document-pack build.
Form FC-1 / FC-3 / FC-4, DPT-1 / DPT-3, NDH-1 / NDH-3 / NDH-4 — calendar-driven filings with appropriate fee & certifications.
Annual / half-yearly cadence, member onboarding, NOF augmentation, deposit-repayment reserve maintenance, and FEMA AAC / ARF.
Show-cause defence, deemed-deposit cleanup, NDH-2 extensions, Sec 441 compounding for legacy defaults, and regulator hearings.
Partner with our specialists for end-to-end Form FC-1 / FC-3 / FC-4 foreign-company filings, RBI BO / LO / PO approvals, DPT-1 / DPT-3 deposit compliance, and NDH-1 / NDH-3 / NDH-4 Nidhi Company support for FY 2026–27.
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