PAS-6 Filing
CS Rantu Das
CS Rantu Das is the Founder and Managing Partner of M/s. Rantu Das & Associates, a firm established in 2010. As a Fellow Member of ICSI and a law graduate (LL.B., LL.M.), with an M.Com from Calcutta University, he has over 13 years of expertise in corporate laws, SEBI matters, FEMA, RBI regulations, and compliance audits. He regularly represents cases before NCLT and NCLAT under the Companies Act, 2013, and IBC, 2016.
In today’s regulatory environment, compliance is not merely a requirement—it’s a cornerstone of sustainable business operations. One such essential compliance for unlisted public companies in India is Form PAS-6, a half-yearly report concerning the reconciliation of share capital. This form is mandated by the Companies (Prospectus and Allotment of Securities) Rules, 2014, specifically after its amendment in 2019. Despite having been in practice for a few years now, PAS-6 continues to be an area of compliance where many companies fall short, often due to a lack of awareness or inadequate internal systems.
1. What is PAS-6?
Form PAS-6 is a half-yearly reconciliation statement of share capital, which unlisted public companies are required to file with the Registrar of Companies (RoC). It reconciles the total number of shares held in dematerialised and physical forms with the total issued capital.
It serves as a key compliance mechanism to monitor and promote the dematerialisation of securities among unlisted public companies, aligning with the government’s broader push toward transparency and digitisation in corporate governance.
2. Legal Background and Applicability
Form PAS-6 is mandated under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, introduced through an amendment notification dated 10th September 2018, and further clarified via a General Circular dated 10th September 2019.
The rule primarily states that:
Every unlisted public company shall submit Form PAS-6 to the Registrar of Companies (RoC) within 60 days from the conclusion of each half-year (i.e., by 30th May and 29th November respectively), duly certified by a Practicing Company Secretary.
3. Objective of PAS-6
The primary objectives of introducing PAS-6 are:
a. To ensure transparency in the shareholding structure.
b. To track the dematerialisation of shares by unlisted public companies.
c. To reduce the risk of fraud or duplication in physical share certificates.
d. To ensure that shares held in demat form reconcile with the issued capital.
4. Who Needs to File PAS-6?
Applicability:
a. All unlisted public companies are required to file PAS-6.
b. Private companies, listed companies, and Nidhi companies are not required to file PAS-6.
However, exemptions exist in the following cases:
a. A government company (in certain scenarios, subject to notification).
b. Companies that have no share capital (e.g., companies limited by guarantee).
Note: If the entire shareholding is already in dematerialised form, the company must still file PAS-6, indicating that all shares are in demat form.
5. Filing Timeline and Due Dates
PAS-6 is a half-yearly filing, with the following due dates:
| Period | Filing Due Date |
| 1st April – 30th September | 29th November |
| 1st October – 31st March | 30th May |
Delay in filing may attract penalties and lead to non-compliance status with the RoC.
6. Information Required in PAS-6
1. ISIN (International Securities Identification Number) of each type of security.
2. Details of share capital:
a. Total issued capital
b. Number of shares held in demat form (NSDL, CDSL)
c. Number of shares held in physical form
3. Reasons for any differences in share capital.
4. Details of changes in share capital during the half-year (bonus, rights, private placement, ESOP, etc.).
5. Details of promoters’ shareholding in demat and physical form.
6. Details of the Registrar and Transfer Agent (RTA), if applicable.
7. Certification by a Practicing Company Secretary.
7. Certification and Role of Company Secretary
One crucial aspect of PAS-6 is that it must be certified by a practising Company Secretary (CS). This ensures the authenticity and accuracy of the data being filed.
The PCS certifies the following:
a. That the data matches with records of NSDL/CDSL.
b. That there is no mismatch between the issued capital and the dematerialised or physical capital.
c. That the promoters’ holding is in accordance with the requirements under the rules.
Note: Even if there is no change in share capital or no activity, the filing is still mandatory.
8. Penalties for Non-Compliance
Failure to file PAS-6 within the prescribed time can attract penalties under the Companies Act, 2013.
As per Section 450 of the Companies Act, if a company or officer defaults in compliance:
The company and every officer who is in default shall be liable to a penalty of ₹10,000 and, in the case of a continuing default, to a further penalty of ₹1,000 per day, subject to a maximum of ₹2,00,000 for the company and ₹50,000 for every officer.
Also, in case of repeated non-filing, the RoC may mark the company’s status as “non-compliant”, which can affect the issuance of additional securities or other corporate actions.
9. Common Mistakes and How to Avoid Them
Here are some common errors seen in PAS-6 filings:
Mistake | How to Avoid |
Incorrect or outdated ISIN | Confirm ISIN with NSDL/CDSL before filing. |
Mismatch in share capital | Ensure issued capital matches with capital in MCA21 and depositories. |
Not reporting physical shares | Disclose even if 100% demat is done. |
Late filing | Mark your calendar with due dates and file well in advance. |
Filing without CS certification | Engage a PCS for timely verification and certification. |
10. Best Practices for Timely and Accurate Filing
To maintain robust compliance and avoid penalties, consider the following best practices:
- Maintain Updated Share Capital Records
Ensure that your company maintains updated records in line with both internal books and the depositories (NSDL/CDSL).
- Regularly Reconcile with RTA
Coordinate frequently with your Registrar and Transfer Agent to reconcile demat and physical holdings.
- Digitise Old Physical Share Certificates
If any shares remain in physical form, initiate the process of dematerialisation in accordance with Rule 9A.
- Automate Compliance Calendars
Set up automated alerts in your compliance or accounting software to remind you about PAS-6 and other due dates.
- Engage a Qualified Company Secretary
A CS not only certifies your PAS-6 filing but also ensures error-free and timely submissions.
- Review Every Filing Periodically
Treat PAS-6 as an internal control checkpoint to verify your company’s shareholding structure every six months.
Conclusion
PAS-6 may appear to be a routine formality, but it plays a significant role in enhancing corporate transparency and aligning unlisted public companies with global best practices in securities management. In a time when regulatory scrutiny is increasing, non-compliance—intentional or accidental—can have financial and reputational consequences.
For unlisted public companies, PAS-6 is not just a compliance requirement; it’s a compliance opportunity—to demonstrate transparency, establish good governance, and pave the way for future corporate actions such as private placements, rights issues, or even a public listing.
Timely, accurate, and well-documented PAS-6 filings reflect positively on a company’s commitment to good governance and investor confidence. Engage your company secretary, keep a close watch on your demat status, and stay on top of deadlines to avoid unnecessary penalties.
For any clarifications or queries, please feel free to reach out to us at admin@fintracadvisors.com
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