Is PAS 6 applicable to private limited companies under Rule 9B?

Is PAS 6 applicable to private limited companies under Rule 9B?. The Ministry of Corporate Affairs (MCA) introduced e-Form PAS-6 for share capital reconciliation under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, amended via the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019, effective September 30, 2019.As per Rule 9A(8), every unlisted public company must file Form PAS-6 within 60 days from the end of each half-year. The form must be certified by a Practicing Company Secretary (PCS) or Practicing Chartered Accountant (CA) before submission to the Registrar of Companies (RoC). With the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023, MCA introduced Rule 9B, further tightening compliance for share capital reconciliation which primarily applies to private companies and mandates that certain classes of private companies must issue their securities in dematerialized form, similar to the existing requirement for unlisted public companies under Rule 9A.
Form PAS-6 is a web-form that unlisted public companies and private limited companies (except small companies as per Section 2(85)) having ISIN must submit to the Registrar with applicable fee as provided in Companies (Registration Offices and Fees) Rules,2014 within sixty days from the end of each half year duly certified by a company secretary in practice or chartered accountant in practice. The purpose of this Form is to report details of Reconciliation of Share Capital Audit Report, this form validates that companies maintain accurate records of their share capital and to file this form comes from Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
What is ISIN ?
ISIN refers to the International Standard Identification Number, unique for each security issued by a Company and allocated by NSDL and CDSL.
According to Section 29 of the Companies Act, 2013 and Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, all securities of unlisted public companies must be held or transferred in electronic (dematerialized) form, as per the rules in the Depositories Act, 1996.
On September 10, 2018, the Ministry of Corporate Affairs (MCA) introduced Form PAS-6 by adding Rule 9A(8) to the Companies (Prospectus and Allotment of Securities) Rules, 2014, an amendment, made through the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019, requires every unlisted public company governed by this rule to submit Form PAS-6 to the Registrar. The form must be filed within sixty days from the end of each half-year and must be certified by a company secretary in practice or a chartered accountant in practice along with applicable fees as per the Companies (Registration Offices and Fees) Rules, 2014.
Earlier, only public companies were required to dematerialize their securities under Rule 9A. However, starting from October 27, 2023, Rule 9B was added to the Companies (Prospectus and Allotment of Securities) Rules, 2014 through the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023. Rule 9B now mandates that every private company, except small companies, must also:
(a) Issue securities only in dematerialized (electronic) form.
(b) Ensure that all its securities can be dematerialized, in accordance with the provisions of the Depositories Act, 1996, and the regulations made under it.
Moreover, filing Form PAS-6 is now also mandatory for private companies (excluding small companies), as per Rule 9B(5). This rule specifies that the provisions of sub-rules (4) to (10) of Rule 9A will apply similarly to the dematerialization of securities under Rule 9B. This means that private companies must follow the same procedures as unlisted public companies for dematerializing their securities and filing necessary reports.
Some FAQ’s on PAS-6 Reporting 
Q.1 Can PAS-6 be filed without ISIN?
Ans. No, obtaining an ISIN (International Securities Identification Number) is mandatory for filing Form PAS-6, as ISIN serves as a unique identifier for each security and is required to accurately reflect the securities held by the company in dematerialized form with the depositories, because Ministry of Corporate Affairs (MCA) has made it compulsory to include the ISIN in Form PAS-6 to check the transparency and proper identification of securities. 
Filing Form PAS-6 with the correct ISIN details is essential for compliance with the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Q.2 What is the certification requirement for PAS-6?
Ans. PAS-6 is required to be filed on half yearly basis and it shall be filed within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice.
The MCA can accept the certification provided by a Practicing Company Secretary (PCS) and record the document without additional scrutiny. Currently, several forms follow the Straight Through Process (STP) mode, wherein documents are pre-certified and filed without requiring further examination by the RoC.
Q3. What are Rule 9A Companies (Prospectus and Allotment of Securities) Rules, 2014?
Ans. Rule 9A: Issue of Securities in Dematerialized Form by Unlisted Public Companies
1. To Obligation to Issue and Facilitate Dematerialization of Securities (Sub-rule 1). Every unlisted public company is required to:
(a) Issue its securities only in dematerialized form, meaning that securities must be held electronically rather than in physical form.
(b) Facilitate the dematerialization of all existing securities by converting physical securities into electronic form. This must be done in accordance with the Depositories Act, 1996, and the regulations made under it.
2. Requirement for Promoters and Key Personnel (Sub-rule 2): 
Before making any offers such as issuing new securities, buybacks, bonus shares, or rights offers, unlisted public companies must ensure that the securities of their promoters, directors, and key managerial personnel are fully dematerialized in accordance with the Depositories Act, 1996.
3. Dematerialization Requirement for Security Holders (Sub-rule 3):
 Any security holder in an unlisted public company must comply with the following:
(a) If they want to transfer securities on or after October 2, 2018, they must first convert those securities into dematerialized form.
(b) If they wish to subscribe to any securities of the company (whether through private placement, bonus shares, or rights offers) after October 2, 2018, they must ensure that all their existing securities are in dematerialized form before subscribing.
4. Facilitation of Dematerialization (Sub-rule 4):
 Unlisted public companies must facilitate the dematerialization of their existing securities by:
(a) Applying to a depository (as defined under the Depositories Act, 1996).
(b) Securing an ISIN (International Securities Identification Number) for each type of security.
(c) Informing all security holders about the facility for dematerialization, ensuring they are aware of the option to convert their securities.
5. Company’s Responsibilities (Sub-rule 5):
Unlisted public companies must make sure:
(a) Timely payment of fees (both admission and annual fees) to the depository and share transfer agents, according to the agreement made with them.
(b) Maintaining a security deposit of at least two years’ worth of fees with the depository and share transfer agents in the agreed form.
(c) Compliance with regulations, circulars, and guidelines issued by the Securities and Exchange Board of India (SEBI) or the depository related to the dematerialization process.
6. Consequences for Non-compliance (Sub-rule 6): An unlisted public company that fails to comply with the above requirements (such as not making timely payments to the depository or share transfer agent) cannot make any offers of securities, buybacks, bonus shares, or rights offers until it has cleared the payments due.
7. Application of Depository Regulations (Sub-rule 7): The provisions of the Depositories Act, 1996, as well as the SEBI (Depositories and Participants) Regulations, 2018, and the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, will apply to the dematerialization of securities in unlisted public companies.
8. Filing Form PAS-6 (Sub-rule 8): Every unlisted public company governed by this rule must file Form PAS-6 with the Registrar of Companies (ROC) within sixty days after the end of each half-year. The form must be duly certified by a company secretary or chartered accountant. The applicable filing fee is as per the Companies (Registration Offices and Fees) Rules, 2014.
9. Reporting Differences in Issued and Dematerialized Capital (Sub-rule 8A): If a company notices any differences between its issued capital and the capital held in dematerialized form, it must immediately inform the depositories about the discrepancy.
10. Grievances of Security Holders (Sub-rule 9): If security holders face any issues regarding dematerialization, they can file their grievances with the Investor Education and Protection Fund Authority.
11. Action Against Depository or Transfer Agents (Sub-rule 10): If any issues arise with the depository or share transfer agent, the Investor Education and Protection Fund Authority can take action after consulting with the Securities and Exchange Board of India (SEBI).
12.Exemptions (Sub-rule 11): This rule does not apply to the following types of unlisted public companies:
(a) Nidhi companies.
(b) Government companies.
(c) Wholly owned subsidiaries.
Hence, Rule 9A mandates that unlisted public companies issue their securities only in dematerialized form and makes sure that all existing securities are dematerialized, rule aims to improve transparency and the ease of securities transfer.
Q4. Is filing of PAS-6 applicable to a private company?
Ans. Starting from October 27, 2023, Rule 9B was added to the Companies (Prospectus and Allotment of Securities) Rules, 2014 through the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, now mandates that every private company, except small companies, must also:
(a) Issue securities only in dematerialized (electronic) form.
(b) To check that all its securities can be dematerialized, in accordance with the provisions of the Depositories Act, 1996, and the regulations made under it.
Moreover, filing Form PAS-6 is now also mandatory for private companies (excluding small companies), as per Rule 9B(5), specifies that the provisions of sub-rules (4) to (10) of Rule 9A will apply similarly to the dematerialization of securities under Rule 9B, which means that private companies must follow the same procedures as unlisted public companies for dematerializing their securities and filing necessary reports by filing PAS-6 with MCA.
Q5. What is the processing type of webform PAS-6?
Ans. Form No. PAS-6 shall be processed in STP mode and shall be taken on record through electronic mode without any further processing. Therefore it is necessary to make sure that all particulars in the form are correct, as there is no provision for resubmission of this webform.
Q6. What are the Documents to be Verified/Examined for Reconciliation of Share Capital Audit by any certifying professional ? 
Ans. Essential Documents:
(a) Appointment Letter.
(b) Certified copy of the Memorandum and Articles of Association (MoA & AoA). 
(c) Latest Audited Financial Statements along with Annual filing forms.
(d) Letter of Intent / Master Creation Form submitted to the depository.
(e) Confirmation Letter from Depositories regarding the admission of shares for dematerialization (includes ISIN details).
(f) Copy of the latest Annual Return filed with the Registrar of Companies (RoC).
(g) Copy of e-Form PAS-3 (Increase Paid up capital) filed with RoC for allotment of shares.
(h) Copy of e-Form SH-7 (Increase Authorised Capital)  filed with RoC for change in authorized share capital.
(i) Return of Buyback of Shares filed with RoC.
(j) Certified copy of Board Resolution for the forfeiture and re-issue of forfeited shares.
(k) Certified copy of the NCLT order and e-Form INC-28 filed with RoC for capital reduction.
(l) Certified copy of the NCLT order for Amalgamation/Restructuring and corresponding e-Form INC-28 filed with RoC.
2. Statutory Registers & Records to be Verified
(a) Minutes of Board Meetings and General Meetings.
(b) Register of Members.
(c) Register of Dematerialization/Rematerialization.
(d) Beneficiary Details provided by Depositories.
3. Additional Records & Dematerialization Request Form (DRF) and Correspondence with the Client.
4. Annual Compliance Documents or Annual Report of the company.
This above checklist required review of all mandatory documents required for the Reconciliation of Share Capital Audit of an unlisted public company.
Q7. What is the scope of the certification under e-Form PAS-6 ? 
Ans. This includes the following key aspects:
1. Reconciliation of Share Capital
The verification will involve tallying:
(a) Total issued capital
(b) Total paid-up capital
(c) Total admitted capital with both Depositories (NSDL/CDSL)
2. Register of Members (ROM) Updates: To check that the Register of Members is updated as per the latest records.
3. Dematerialization Process Compliance:
(a) Confirming whether dematerialization requests are processed within 21 days.
(b) Identifying shares pending confirmation beyond 21 days and assessing reasons for any delay.
4. Changes in Share Capital
Documenting changes in share capital due to corporate actions such as:
(a) Rights issue
(b) Bonus issue
(c) Private placement
(d) Buyback
(e) Capital reduction
(f) Amalgamation
(g) Demerger
5. ISIN Reconciliation
(a) The form is limited to share capital (equity and preference shares) and does not cover debt instruments (debentures, bonds, etc.).
(b) If a company has multiple ISINs for equity shares, reconciliation must be done for each ISIN separately.
6. Additional Checks by PCS
The Practicing Company Secretary (PCS) should also verify:
 (i) Whether the Registrar’s Certificate with SEBI has been renewed.
 (ii) Whether there are any delays or defects in the Registrar’s dematerialization process.
 (iii) Whether any pending intimation needs to be sent to the depositories.
 (iv) Whether share certificates received for dematerialization have been properly destroyed after processing.
 (v) Whether any incorrect dematerialization confirmations have been issued and, if so, the financial impact of such errors.
During the verification process, if any discrepancies, non-compliance, or irregularities are identified, the PCS must report them accordingly. 
Q8. Who is required to file Form PAS-6?
Ans. As per Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 9B(5) of the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, filing of Form PAS-6 applies to all unlisted public companies, private limited company as defined in section 2(68) (except small companies as defined in section 2(85)), includes wholly owned subsidiaries of private companies and Section 8 companies with share capital.
Q9. Which entities are not required to file Form PAS-6?
Ans. According to Rule 9A (11) the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 9B (6) the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 the following entities are not required to file Form PAS-6:
(a) Small Companies as defined in Section 2(85)
(b) Government Companies (Private and Public) as defined in Section 2(45)
(c) Nidhi Companies (Unlisted Public) as defined in Section 406
(d) Wholly Owned Subsidiaries of Unlisted Public Companies
Q10. What is the due date to file PAS-6?
Ans. Form PAS-6 is a half-yearly filing requirement for the applicable companies, which must be submitted to the Registrar within 60 days from the end of each half-year.
The due dates for filing are as follows:
(a) The due dates for filing are as follows29th November: For the period April to September
(b) 30th May: For the period October to March
Q11. What are the applicable fees for filing Form PAS-6?
Ans. As per the Companies (Registration Offices and Fees) Rules, 2014, the applicable fees for filing Form PAS-6 are based on the company's nominal capital. The fees are determined according to the following table:

Sr. No.

Nominal Share Capital (INR)

Normal Fee applicable (INR)

Less than 1,00,000

200

1,00,000 to 4,99,999

300

5,00,000 to 24,99,999

400

25,00,000 to 99,99,999

500

100,00,000 or more

600

Additional Fees in case of delay in filing of form PAS-6:

Sr. No.

Period of delay

Additional fee payable for (in INR)

Up to 30 days

2 times of normal fees

More than 30 days and up to 60 days

4 times of normal fees

More than 60 days and up to 90 days

6 times of normal fees

More than 90 days and up to 180 days

10 times of normal fees

More than 180 days

12 times of normal fees

If there is delay in non-filling of Form PAS-6 ,ROC can impose a penalty on company and officers in default.
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MCA Help Kit

The Ministry of Corporate Affairs (MCA) introduced e-Form PAS-6 for share capital reconciliation under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, amended via the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019, effective September 30, 2019.As per Rule 9A(8), every unlisted public company must file Form PAS-6 within 60 days from the end of each half-year. The form must be certified by a Practicing Company Secretary (PCS) or Practicing Chartered Accountant (CA) before submission to the Registrar of Companies (RoC). With the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023, MCA introduced Rule 9B, further tightening compliance for share capital reconciliation which primarily applies to private companies and mandates that certain classes of private companies must issue their securities in dematerialized form, similar to the existing requirement for unlisted public companies under Rule 9A.

Form PAS-6 is a web-form that unlisted public companies and private limited companies (except small companies as per Section 2(85)) having ISIN must submit to the Registrar with applicable fee as provided in Companies (Registration Offices and Fees) Rules,2014 within sixty days from the end of each half year duly certified by a company secretary in practice or chartered accountant in practice. The purpose of this Form is to report details of Reconciliation of Share Capital Audit Report, this form validates that companies maintain accurate records of their share capital and to file this form comes from Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

What is ISIN ?

ISIN refers to the International Standard Identification Number, unique for each security issued by a Company and allocated by NSDL and CDSL.

According to Section 29 of the Companies Act, 2013 and Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, all securities of unlisted public companies must be held or transferred in electronic (dematerialized) form, as per the rules in the Depositories Act, 1996.

On September 10, 2018, the Ministry of Corporate Affairs (MCA) introduced Form PAS-6 by adding Rule 9A(8) to the Companies (Prospectus and Allotment of Securities) Rules, 2014, an amendment, made through the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019, requires every unlisted public company governed by this rule to submit Form PAS-6 to the Registrar. The form must be filed within sixty days from the end of each half-year and must be certified by a company secretary in practice or a chartered accountant in practice along with applicable fees as per the Companies (Registration Offices and Fees) Rules, 2014.

Earlier, only public companies were required to dematerialize their securities under Rule 9A. However, starting from October 27, 2023, Rule 9B was added to the Companies (Prospectus and Allotment of Securities) Rules, 2014 through the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023. Rule 9B now mandates that every private company, except small companies, must also:

(a) Issue securities only in dematerialized (electronic) form.

(b) Ensure that all its securities can be dematerialized, in accordance with the provisions of the Depositories Act, 1996, and the regulations made under it.

Moreover, filing Form PAS-6 is now also mandatory for private companies (excluding small companies), as per Rule 9B(5). This rule specifies that the provisions of sub-rules (4) to (10) of Rule 9A will apply similarly to the dematerialization of securities under Rule 9B. This means that private companies must follow the same procedures as unlisted public companies for dematerializing their securities and filing necessary reports.

Some FAQ’s on PAS-6 Reporting

Q.1 Can PAS-6 be filed without ISIN?

Ans. No, obtaining an ISIN (International Securities Identification Number) is mandatory for filing Form PAS-6, as ISIN serves as a unique identifier for each security and is required to accurately reflect the securities held by the company in dematerialized form with the depositories, because Ministry of Corporate Affairs (MCA) has made it compulsory to include the ISIN in Form PAS-6 to check the transparency and proper identification of securities.

Filing Form PAS-6 with the correct ISIN details is essential for compliance with the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Q.2 What is the certification requirement for PAS-6?

Ans. PAS-6 is required to be filed on half yearly basis and it shall be filed within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice.

The MCA can accept the certification provided by a Practicing Company Secretary (PCS) and record the document without additional scrutiny. Currently, several forms follow the Straight Through Process (STP) mode, wherein documents are pre-certified and filed without requiring further examination by the RoC.

Q3. What are Rule 9A Companies (Prospectus and Allotment of Securities) Rules, 2014?

Ans. Rule 9A: Issue of Securities in Dematerialized Form by Unlisted Public Companies

1. To Obligation to Issue and Facilitate Dematerialization of Securities (Sub-rule 1). Every unlisted public company is required to:

(a) Issue its securities only in dematerialized form, meaning that securities must be held electronically rather than in physical form.

(b) Facilitate the dematerialization of all existing securities by converting physical securities into electronic form. This must be done in accordance with the Depositories Act, 1996, and the regulations made under it.

2. Requirement for Promoters and Key Personnel (Sub-rule 2):

Before making any offers such as issuing new securities, buybacks, bonus shares, or rights offers, unlisted public companies must ensure that the securities of their promoters, directors, and key managerial personnel are fully dematerialized in accordance with the Depositories Act, 1996.

3. Dematerialization Requirement for Security Holders (Sub-rule 3):

Any security holder in an unlisted public company must comply with the following:

(a) If they want to transfer securities on or after October 2, 2018, they must first convert those securities into dematerialized form.

(b) If they wish to subscribe to any securities of the company (whether through private placement, bonus shares, or rights offers) after October 2, 2018, they must ensure that all their existing securities are in dematerialized form before subscribing.

4. Facilitation of Dematerialization (Sub-rule 4):

Unlisted public companies must facilitate the dematerialization of their existing securities by:

(a) Applying to a depository (as defined under the Depositories Act, 1996).

(b) Securing an ISIN (International Securities Identification Number) for each type of security.

(c) Informing all security holders about the facility for dematerialization, ensuring they are aware of the option to convert their securities.

5. Company’s Responsibilities (Sub-rule 5):

Unlisted public companies must make sure:

(a) Timely payment of fees (both admission and annual fees) to the depository and share transfer agents, according to the agreement made with them.

(b) Maintaining a security deposit of at least two years’ worth of fees with the depository and share transfer agents in the agreed form.

(c) Compliance with regulations, circulars, and guidelines issued by the Securities and Exchange Board of India (SEBI) or the depository related to the dematerialization process.

6. Consequences for Non-compliance (Sub-rule 6): An unlisted public company that fails to comply with the above requirements (such as not making timely payments to the depository or share transfer agent) cannot make any offers of securities, buybacks, bonus shares, or rights offers until it has cleared the payments due.

7. Application of Depository Regulations (Sub-rule 7): The provisions of the Depositories Act, 1996, as well as the SEBI (Depositories and Participants) Regulations, 2018, and the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, will apply to the dematerialization of securities in unlisted public companies.

8. Filing Form PAS-6 (Sub-rule 8): Every unlisted public company governed by this rule must file Form PAS-6 with the Registrar of Companies (ROC) within sixty days after the end of each half-year. The form must be duly certified by a company secretary or chartered accountant. The applicable filing fee is as per the Companies (Registration Offices and Fees) Rules, 2014.

9. Reporting Differences in Issued and Dematerialized Capital (Sub-rule 8A): If a company notices any differences between its issued capital and the capital held in dematerialized form, it must immediately inform the depositories about the discrepancy.

10. Grievances of Security Holders (Sub-rule 9): If security holders face any issues regarding dematerialization, they can file their grievances with the Investor Education and Protection Fund Authority.

11. Action Against Depository or Transfer Agents (Sub-rule 10): If any issues arise with the depository or share transfer agent, the Investor Education and Protection Fund Authority can take action after consulting with the Securities and Exchange Board of India (SEBI).

12.Exemptions (Sub-rule 11): This rule does not apply to the following types of unlisted public companies:

(a) Nidhi companies.

(b) Government companies.

Hence, Rule 9A mandates that unlisted public companies issue their securities only in dematerialized form and makes sure that all existing securities are dematerialized, rule aims to improve transparency and the ease of securities transfer.

Q4. Is filing of PAS-6 applicable to a private company?

Ans. Starting from October 27, 2023, Rule 9B was added to the Companies (Prospectus and Allotment of Securities) Rules, 2014 through the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, now mandates that every private company, except small companies, must also:

(a) Issue securities only in dematerialized (electronic) form.

(b) To check that all its securities can be dematerialized, in accordance with the provisions of the Depositories Act, 1996, and the regulations made under it.

Moreover, filing Form PAS-6 is now also mandatory for private companies (excluding small companies), as per Rule 9B(5), specifies that the provisions of sub-rules (4) to (10) of Rule 9A will apply similarly to the dematerialization of securities under Rule 9B, which means that private companies must follow the same procedures as unlisted public companies for dematerializing their securities and filing necessary reports by filing PAS-6 with MCA.

Q5. What is the processing type of webform PAS-6?

Ans. Form No. PAS-6 shall be processed in STP mode and shall be taken on record through electronic mode without any further processing. Therefore it is necessary to make sure that all particulars in the form are correct, as there is no provision for resubmission of this webform.

Q6. What are the Documents to be Verified/Examined for Reconciliation of Share Capital Audit by any certifying professional ?

Ans. Essential Documents:

(a) Appointment Letter.

(b) Certified copy of the Memorandum and Articles of Association (MoA & AoA).

(d) Letter of Intent / Master Creation Form submitted to the depository.

(e) Confirmation Letter from Depositories regarding the admission of shares for dematerialization (includes ISIN details).

(f) Copy of the latest Annual Return filed with the Registrar of Companies (RoC).

(g) Copy of e-Form PAS-3 (Increase Paid up capital) filed with RoC for allotment of shares.

(h) Copy of e-Form SH-7 (Increase Authorised Capital) filed with RoC for change in authorized share capital.

(i) Return of Buyback of Shares filed with RoC.

(j) Certified copy of Board Resolution for the forfeiture and re-issue of forfeited shares.

(k) Certified copy of the NCLT order and e-Form INC-28 filed with RoC for capital reduction.

(l) Certified copy of the NCLT order for Amalgamation/Restructuring and corresponding e-Form INC-28 filed with RoC.

2. Statutory Registers & Records to be Verified

(a) Minutes of Board Meetings and General Meetings.

(b) Register of Members.

(d) Beneficiary Details provided by Depositories.

3. Additional Records & Dematerialization Request Form (DRF) and Correspondence with the Client.

4. Annual Compliance Documents or Annual Report of the company.

This above checklist required review of all mandatory documents required for the Reconciliation of Share Capital Audit of an unlisted public company.

Q7. What is the scope of the certification under e-Form PAS-6 ?

Ans. This includes the following key aspects:

1. Reconciliation of Share Capital

The verification will involve tallying:

(a) Total issued capital

(b) Total paid-up capital

2. Register of Members (ROM) Updates: To check that the Register of Members is updated as per the latest records.

3. Dematerialization Process Compliance:

(a) Confirming whether dematerialization requests are processed within 21 days.

(b) Identifying shares pending confirmation beyond 21 days and assessing reasons for any delay.

4. Changes in Share Capital

Documenting changes in share capital due to corporate actions such as:

(a) Rights issue

(b) Bonus issue

(d) Buyback

(e) Capital reduction

(f) Amalgamation

(g) Demerger

5. ISIN Reconciliation

(a) The form is limited to share capital (equity and preference shares) and does not cover debt instruments (debentures, bonds, etc.).

(b) If a company has multiple ISINs for equity shares, reconciliation must be done for each ISIN separately.

6. Additional Checks by PCS

The Practicing Company Secretary (PCS) should also verify:

(i) Whether the Registrar’s Certificate with SEBI has been renewed.

(ii) Whether there are any delays or defects in the Registrar’s dematerialization process.

(iii) Whether any pending intimation needs to be sent to the depositories.

(iv) Whether share certificates received for dematerialization have been properly destroyed after processing.

(v) Whether any incorrect dematerialization confirmations have been issued and, if so, the financial impact of such errors.

During the verification process, if any discrepancies, non-compliance, or irregularities are identified, the PCS must report them accordingly.

Q8. Who is required to file Form PAS-6?

Ans. As per Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 9B(5) of the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, filing of Form PAS-6 applies to all unlisted public companies, private limited company as defined in section 2(68) (except small companies as defined in section 2(85)), includes wholly owned subsidiaries of private companies and Section 8 companies with share capital.

Q9. Which entities are not required to file Form PAS-6?

Ans. According to Rule 9A (11) the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 9B (6) the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 the following entities are not required to file Form PAS-6:

(a) Small Companies as defined in Section 2(85)

(b) Government Companies (Private and Public) as defined in Section 2(45)

(d) Wholly Owned Subsidiaries of Unlisted Public Companies

Q10. What is the due date to file PAS-6?

Ans. Form PAS-6 is a half-yearly filing requirement for the applicable companies, which must be submitted to the Registrar within 60 days from the end of each half-year.

The due dates for filing are as follows:

(a) The due dates for filing are as follows29th November: For the period April to September

(b) 30th May: For the period October to March

Q11. What are the applicable fees for filing Form PAS-6?

Ans. As per the Companies (Registration Offices and Fees) Rules, 2014, the applicable fees for filing Form PAS-6 are based on the company's nominal capital. The fees are determined according to the following table:

Sr. No.	Nominal Share Capital (INR)	Normal Fee applicable (INR)
1.	Less than 1,00,000	200
2.	1,00,000 to 4,99,999	300
3.	5,00,000 to 24,99,999	400
4.	25,00,000 to 99,99,999	500
5.	100,00,000 or more	600

Additional Fees in case of delay in filing of form PAS-6:

Sr. No.	Period of delay	Additional fee payable for (in INR)
1.	Up to 30 days	2 times of normal fees
2.	More than 30 days and up to 60 days	4 times of normal fees
3.	More than 60 days and up to 90 days	6 times of normal fees
4.	More than 90 days and up to 180 days	10 times of normal fees
5.	More than 180 days	12 times of normal fees

If there is delay in non-filling of Form PAS-6 ,ROC can impose a penalty on company and officers in default.

Choose Compliance Calendar LLP’s Retainership Services to manage all your compliance requirements, including all statutory compliances with GST, Income Tax, MCA, IRA, SEBI, RBI authorities.

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