Form PAS-6

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. 

Applicability of the Form PAS-6

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:

• Nidhi company.
• Government company. 
• Wholly owned subsidiary.

Issuance of Securities by Unlisted Companies

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:

• Issue securities only in dematerialised form. 
• Facilitate dematerialisation of all its existing securities. 

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:

• Issue of any securities. 
• Buyback of securities. 
• Issue of bonus shares. 
• Rights offer. 

All holders of securities of an unlisted public company:

• Who intends to transfer such securities after 2nd October 2018 must get the securities dematerialised before the transfer.
• Who subscribes to securities of an unlisted public company (whether by way of bonus shares or private placement or rights offer) after 2nd October 2018 must ensure that all existing securities are held in the dematerialised form before such subscription.

The unlisted public companies should: 

• Facilitate dematerialisation of all existing securities by making application to a depository defined in Section 2(1)(e) of the Depositories Act, 1996. 
• Secure the International Security Identification Number (ISIN) for each type of security 
• Inform every existing security holder about the dematerialisation facility.

Contents of the Form PAS-6

• Company Incorporation Number (CIN) and ISIN for each type of security.
• Details about the company’s capital such as issued capital, shares held in dematerialised form in NSDL, CDSL, physical form and the reason for any differences in the capital.
• Details of the changes in the share capital during the half-year in the form of a bonus issue, rights issue, ESOPs, private placement, conversion, amalgamation, capital reduction, buyback, forfeiture and others.
• Details of the total shares held by directors, promoters and KMP in physical and Demat form.
• Details of the total number of Demat requests confirmed after 21 days and Demat requests pending beyond 21 days with the reason for such delay.
• Details of the CS of the Company, if any and practising CS/CA certifying the form.

Due Dates to File Form PAS-6

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:

Process of Filing the Form PAS-6

The process of filing form PAS-6 is as follows:

• Download the e-form PAS-6 from the MCA website.
• Fill in all the details of the e-form PAS-6.
• Attach the digital signature of the Director, CEO, CFO or secretary of the company.
• Provide the DIN in case of the digital signature by a director, PAN card of CEO or CFO in case of attaching their digital signature or membership number in case of secretary digital signature.
• Affix the digital signature of a practising CA or CS, enter their membership/COP number and submit the e-form along with the prescribed fees.

Frequently Asked Questions

Can I file Pas 6 without ISIN?

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.

What is the ISIN code?

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).

Can a company issue shares in physical form?

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.

What is the penalty for delay in filing of form PAS-6? 

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.

Should a company file form PAS-6 for various securities separately?

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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