The Ministry of Corporate Affairs (MCA) vide its notification dated 10th Sep, 2018 issued the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 which came into force w.e.f. 2nd Oct, 2018.

As per rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 every unlisted public company is required to:

  • issue its securities only in dematerialised form;
  • facilitate dematerialisation of all its existing securities by making necessary application to a depository;
  • secure International security Identification Number (ISIN) for each type of security; and
  • inform all its existing security holders about such facility

Obligation of company

  • Before issue or buyback of securities, entire holding of securities of promoters, directors, key managerial personnel should be dematerialised;
  • Make timely payment of fees (admission as well as annual) to the depository/ RTA;
  • Maintain security deposit of not less than two years at all times, with the depository/ RTA;

If there is default in making payment/ maintaining deposit as mentioned above, the company cannot make any issue or buyback of securities.

Audit report in Form PAS 6 (Reconciliation of Share Capital Audit Report):

Every unlisted public company is required to submit Form PAS 6 within 60 days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice.

The form became available for filing on 15th Jul, 2020. Accordingly, the last date for filing the form for half year ended 30th Sep, 2019 and 31st Mar, 2020 would be 13th Sep, 2020. [Ref: MCA Circular dated 28.11.2019]

Obligation of holder of securities:

Every holder of security shall ensure that all his existing securities are held in dematerialised form otherwise he cannot transfer his securities or subscribe for any new securities in the company.


The aforesaid provisions are not applicable to a Nidhi Co/ Government Co/ Wholly owned subsidiary.

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Qualification: CS
Company: Alamak Capital Advisors Private Limited
Location: New Delhi, Delhi, India
Member Since: 01 Mar 2021 | Total Posts: 2
I am an Associate Member of the Institute of Company Secretaries of India possessing over 4 years of working experience. I have expertise in handling Secretarial Audit, Incorporation of companies, SEBI Compliances and other Corporate Law matters. View Full Profile

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April 2021