Purpose of  Form PAS-6

Reconciliation of Share Capital Audit Report on half yearly basis.

Applicable rule: Rule 9A of The Companies (Prospectus and Allotment of Securities) Rules, 2014:

MCA issues Circular dated September 10, 2018 amending the Companies (Prospectus and Allotment of Securities) Rules, 2014 by inserting Rule 9A: Issue of securities in dematerialised form by unlisted public companies.

Detailed description of Section and Rule Number(s)

Rule 9A of The Companies (Prospectus and Allotment of Securities) Rules, 2014:

Issue of securities in dematerialised form by unlisted public companies: –

(1) Every unlisted public company shall –

(a) Issue the securities only in dematerialised form; and

(b) Facilitate dematerialisation of all its existing securities in accordance with provisions of the Depositories Act, 1996 and regulations made there under.

(2) Every unlisted public company making any offer for issue of any securities or buyback of securities or issue of bonus shares or rights offer shall ensure that before making such offer, entire holding of securities of its promoters, directors, key managerial personnel has been dematerialised in accordance with provisions of the Depositories Act 1996 and regulations made there under.

(3) Every holder of securities of an unlisted public company, (a) who intends to transfer such securities on or after 2nd October 2018, shall get such securities dematerialised before the transfer; or

(b) who subscribes to any securities of an unlisted public company (whether by way of private placement or bonus shares or rights offer) on or after 2nd October 2018 shall ensure that all his existing securities are held in dematerialized form before such subscription.

(4) Every unlisted public company shall facilitate dematerialisation of all its existing securities by making necessary application to a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996 and shall secure International security Identification Number (ISIN) for each type of security and shall inform all its existing security holders about such facility.

(5) Every unlisted public company shall ensure that _

(a) it makes timely payment of fees (admission as well as annual) to the depository and registrar to an issue and share transfer agent in accordance with the agreement executed between the parties;

(b) it maintains security deposit at all times, of not less than two years’, fees with the depository and registrar to an issue and share transfer agent in such form as may be agreed between the parties; and

(c) it complies with the regulations or directions or guidelines or circulars, if any, issued by the securities and Exchange Board or Depository from time to time with respect to dematerialisation of shares of unlisted public companies and matters incidental or related thereto.

(6) No unlisted public company which has defaulted in sub-rule (5) shall make offer of any securities or buyback its securities or issue any bonus or right shares till the payments to depositories or registrar to an issue and share transfer agent are made.

(7) Except as provided in sub-rule (8), the provisions of the Depositories Act 1996 the securities and Exchange Board of India (Depositories and participants) 3[Regulations, 2018] and the securities and Exchange Board of India (Registrars to an Issue and share Transfer Agents) Regulations, 1993 shall apply mutatis mutandis to dematerialisation of securities of unlisted public companies.

(8) Every unlisted public company governed by this rule shall submit Form PAS-6 to the Registrar with such fee as provided in Companies (Registration Offices and Fees) Rules,2014 within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice.

(8A) The company shall immediately bring to the notice of the depositories any difference observed in its issued capital and the capital held in dematerialised form.

(9) The grievances, if any, of security holders of unlisted public companies under this rule shall be filed before the Investor Education and protection Fund Authority.

(10) The Investor Education and protection Fund Authority shall initiate any action against a depository or participant or registrar to an issue and share transfer agent after prior consultation with the securities and Exchange Board of India]

(11) This rule shall not apply to an unlisted public company which is: –

(a) a Nidhi;

(b) a Government company or

(c) a wholly owned subsidiary.

The clause 8 of the above rule is being Substituted by the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019 dated 22.05.2019  (Amendment Effective from 30th September 2019).

Earlier rule: Rule 9A of The Companies (Prospectus and Allotment of Securities) Rules, 2014:

(8) The audit report provided under regulation 55A of the securities and Exchange Board of India (Depositories and participants) Regulations, 1996 shall be submitted by the unlisted public company on a half-yearly basis to the Registrar under whose jurisdiction the registered office of the company is situated.

Substituted by :(8) Every unlisted public company governed by this rule shall submit Form PAS-6 to the Registrar with such fee as provided in Companies (Registration Offices and Fees) Rules,2014 within sixty days from the conclusion of each half year duly certified ** by a company secretary in practice or chartered accountant in practice.

(8A) The company shall immediately bring to the notice of the depositories any difference absented in its issued capital and the capital held in dematerialised form.

**Notification dated 28-11-2019 with regard to the Extension of last date of filing of Form PAS-6– reg. saying:

“The matter has been examined and it is stated that the time limit for filing Form PAS-6 without additional fees for the half-year ended on 30.09.2019 will be sixty days from the date of deployment of this form on the website of the Ministry.”(the notification is attached for reference)

**The e-form PAS-6 is available for filing from July 15, 2020 and Companies are required to file such form within 60 days of availability of the form. Therefore, due date for filing of PAS-6 first time shall be September 13, 2020.

Details required for filling the form:

1. All information shall be furnished for the half year ended 30th September and 31st March in every half financial year for each ISIN separately

2. Mention ISIN of the Company

3. Detail of capital of company:

a. Issued Capital

b. Held in dematerialised form in CDSL

c. Held in dematerialised form in NSDL

d. Held in Physical form

e. Reason for any difference in Issued & Total Capital

4. Details of changes in share capital during the half-year under consideration.

5. Detail regarding Updation of Register of Members and reason for non updation.

6. Whether there were dematerialised shares in excess in the previous half-yearly period and whether company resolved the matter mentioned in point no. 10 above in the Current half-year

7. Mention the total no. of demat requests, if any, confirmed after 21 days and the total no. of demat requests pending beyond 21 days with the reasons for delay.

8. Details of Company Secretary of the Company, if any.

9. Details of CA/CS certifying this form.

10. No penalty is prescribed for non-compliance than in this case Section 450 of Companies Act, 2013 shall become applicable.

Note:

1. All the attachments are optional.

2. The form will be processed in STP mode.

3. The applicability of the amended rule is effective from 30th September 2019. Hence no retrospective effect.

4. Fees:

S.

No

Purpose of the form Normal Fee Additional Fee (Delay Fee) Logic for Additional

Fees

Event Date Time limit (days) for filing
1. Reconciliation of Share Capital Audit Report (Half-yearly) The Companies (Registration of offices and Fees) Rules, 2014Annexure B (All information shall be furnished for the half year ended 30th September and 31st March in every financial year for each ISIN separately) 60 days from the date of conclusion of each half year

Disclaimer: This article is for informational purposes only and is intended, but not promised or guaranteed, to be correct, complete, and up-to-date. Whitespan Advisory does not warrant that the information contained in this article to be accurate or complete, and hereby disclaims any and all liability to any person for any loss or damage caused by errors or omissions, whether such errors or omissions result from negligence, accident or any other cause.

Please feel free to contact the undersigned in case you require any further information/ clarification on the above article.

‘CS Jaya Yadav : jaya@whitespan.in – Anishi Sharda : anishi@whitespan.in

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