Updated on: Nov 7th, 2023
9 min read
Form PAS-6 is a half-yearly ‘Reconciliation of Share Capital Audit Report’ form. It needs to be submitted by the unlisted public companies to the Registrar of Companies (ROC). The main objective of Form PAS-6 is to report the details and changes in the share capital of companies on a half-yearly basis. It needs to be certified by a practising Company Secretary (CS) or a Chartered Accountant (CA).
The Ministry of Corporate Affairs (MCA) introduced Form PAS-6 through a notification dated 10th September 2018. In this notification, the MCA inserted Rule 9A (sub-rule 8) to the Companies (Prospectus and Allotment of Securities), Rules, 2014 through the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019. It provides for the issue of securities only in dematerialised form by unlisted public companies from 2nd October 2018.
Form PAS-6 applies to all unlisted public companies that issue shares in accordance with Rule 9A of the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019. However, the following unlisted public companies need not file from PAS-6:
Rule 9A of the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019 provides rules relating to the issue of securities by unlisted public companies. Accordingly, every unlisted public company must:
The unlisted public company must issue securities and facilitate dematerialisation as per the provisions of the Depositories Act, 1996 and its regulations.
Every unlisted public company must ensure that the entire holding of securities of its directors, promoters, and Key Managerial Personnel (KMP) has been dematerialised before making the following offers:
All holders of securities of an unlisted public company:
The unlisted public companies should:
Form PAS-6 is a half-yearly form that the unlisted companies must file with the ROC within 60 days from the conclusion of the half-year. Below are the due dates for filing Form PAS-6:
|Period for which Form PAS-6 is filed
|For April-September period
|For October-March period
The process of filing form PAS-6 is as follows:
No. ISIN is a mandatory field in Form PAS-6. Hence, if ISIN has not been obtained, the company cannot file form PAS-6, which will lead to non-compliance with Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
The International Securities Identification Number or ISIN code is a unique 12-digit alphanumeric number code used to identify securities. The National Numbering Agency (NNA), which is a country-specific establishment, is responsible for allocating ISINs for all the securities issued in the country.
In India, the Securities and Exchange Board of India (SEBI) has assigned to the National Securities Depository Limited (NSDL) for issuing ISIN for various securities. For the government securities, the allotment of the ISIN code is regulated by the Reserve Bank of India (RBI).
No. As per Rule 9A(1)(a) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company is under obligation to issue fresh securities only in the Demat form.
A one-time penalty of Rs.10,000 is imposed on the company for the delay in filing form PAS-6. Additionally, a penalty of Rs.1,000 per day is imposed on the officer in default and the company for continuing default as per Section 450 of the Companies Act, 2013, subject to a maximum of Rs.2,00,000 on the company and Rs.50,000 per officer in default.
Yes, Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 has been applied for every class of security and only one ISIN can be inserted in the form PAS-6. Thus, for various types and classes of securities different forms are needed to be furnished. A company must furnish the form PAS-6 for every ISIN issued to it.
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