Form PAS-6 is a semi-annual reconciliation form to be filed by unlisted public companies in India under the Companies Act, 2013. It gives information regarding shares held in physical and dematerialized form to ensure transparency and compliance as per the mandate of the demat.
This blog describes who is required to file PAS-6, when it should be filed, and why it is a significant component of corporate governance under the Indian legal framework.
Introduction
Corporate compliance has tightened over the years as India strives to harmonize its governance systems with the best international practices. In that process, the Ministry of Corporate Affairs (MCA) has made efforts to place unlisted public companies under tighter scrutiny particularly with respect to their shareholding structure and dematerialization of securities.
One of the major requirements brought in to enhance transparency is Form PAS-6. It is a statement of reconciliation of share capital, to monitor and report the number of shares owned in dematerialized and physical form and the changes, if any, which have arisen during the reporting period.
The form serves to ensure that unlisted public companies are progressively moving towards complete dematerialization and keeping their shareholding records current.
What is Form PAS-6?
Form PAS-6 is a six-monthly compliance form promoted by the MCA via notification dated 10th September 2018 and made effective through Rule 9A of the Companies (Prospectus & Allotment of Securities) Rules, 2014.
Form PAS-6 is a Reconciliation of Share Capital Audit Report filed by unlisted public companies with the Registrar of Companies (ROC), reporting details of –
- Issued and paid-up share capital
- Number of shares held in demat and physical form
- Shareholding changes during the reporting period
- ISIN-wise data on each class of shares
- Depository (NSDL/CDSL) and Registrar and Transfer Agent (RTA) details
The form must be digitally signed by a practicing Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant.
Applicability of Form PAS-6
Form PAS-6 can only be used by unlisted public companies. Private Limited Companies and listed companies do not need to file this form.
According to Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules –
“Every unlisted public company shall file Form PAS-6 with the Registrar with such information as on the last day of every half-year, within sixty days from the end of each half-year.”
The aim is to place unlisted public companies under a more stringent compliance regime, nudging them towards full dematerialization of securities, which also improves investor protection.
Exemptions from Filing the PAS-6 Form
The following companies are exempt from filing PAS-6 –
- Private limited companies
- Listed companies (as they file similar disclosures with SECI)
- Government companies (in certain cases, as per MCA notifications)
- Companies which have not had any securities in physical form issued or no activity/change in share capital for the half-year while clarification is advisable through a professional opinion.
Due Date for Filing Form PAS-6
PAS-6 is a half-yearly return and needs to be filed twice in a financial year.
- For April 1 to September 30 → Due date – November 29
- For October 1 to March 31 → Due date – May 30
So, companies have 60 days from the end of each half-year to fill and file the form.
Timely filing is essential, as delay can invite penalties and non-compliance notices from the ROC.
Information Needed in Form PAS-6
To furnish Form PAS-6 correctly, the following is needed –
- Basic company information and the company’s CIN
- ISIN for each share class
- Registrar and Share Transfer Agent (RTA) details
- Details of shares held in physical form and demat form
- Name of depositories (NSDL and CDSL)
- Details regarding any variation of share capital for the half-year
- Reason for any difference between the total issued capital and the demat held capital
- Digital signatures of the authorized director and certification by a practicing professional
It’s imperative to match the share records of the company with the RTA and depositories’ data so that mismatches are avoided.
Why PAS-6 is Important?
Form PAS-6 is not only a routine filing. It is proof of the initiative of the government towards-
- Dematerialization of securities, minimizing fraud and enhancing traceability
- Improved investor protection through formal shareholding records
- Transparency in companies, particularly in unlisted companies, where records would otherwise be informal
- Conformity with SEBI and depository systems, taking unlisted companies closer to market standards
Non-compliance can put the company on notice for further examination or restrictions on future fundraising, share transfers, or filings.
Consequences of Non-Compliance
Non-compliance in filing PAS-6 within the stipulated time can result in –
- Late fees and penalties as stipulated under the Companies Act
- ROC notices for non-compliance, which can postpone subsequent filings or certifications
- Restrictions on the issuance or transfer of securities in physical form
- Issues during due diligence or funding rounds if share capital records are not updated
In the most serious cases, continued non-filing can even result in the prosecution of company officers or further regulatory scrutiny.
Best Practices of Filing PAS-6
- Generate an ISIN for all types of shares prior to filing
- Coordinate with your depositories and RTAs to reconcile records
- Hire a practicing CA, CS, or CMA to digitally certify
- File within deadlines to prevent penalties
- Keep records and communication handy in case clarification is asked by the ROC later.
Staying proactive with PAS-6 ensures the lawful position of a company is maintained and the trust of shareholders and potential investors is established.
Conclusion
PAS-6 form is a significant compliance requirement for Indian unlisted public companies. It assists the MCA in tracking whether the companies are maintaining pace in embracing the transition to digital shareholding and avoiding transparency in their capital structure.
By learning about its use, due dates, and filing requirements, businesses can steer clear of penalties and conform to contemporary corporate governance standards. As India becomes more digitized and investor-friendly, documents such as PAS-6 are not only regulatory checkmarks, but they are part of a larger initiative to formalize and tighten the corporate ecosystem.
References
The Companies Act, 2013 (Act No. 18 of 2013)
