Deployment of e-form PAS-6 for filing by Ministry of Corporate Affairs (MCA)

Ministry of Corporate Affairs (MCA) with effect from July 15, 2020, has made available, an e-form PAS-6 for filing purpose on its website. Before understanding the filing purpose of e-form PAS-6, let’s understand the background first.


Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 pertaining to Issue of Securities in dematerialized form by Unlisted Public Companies (hereinafter referred to as ‘the Said Rule’) was introduced by the MCA wide its Third Amendment Rules, 2018 effective from October 2, 2018.

According to sub-rule (1) of the Said Rule Every Unlisted Public Company shall:

1. Issue the Securities only in dematerialized form; and

2. Facilitate dematerialization of all its existing Securities; 

 The Said Rule impose following obligations on the Unlisted Public Company as well as Security holders.

Sub-Rule of the said Rules Obligation on Obligation
9A (2) Every Unlisted Public Company Ensure that entire holding of Securities of its Promoters, Directors, Key Managerial Personnel (KMP) has been dematerialized, before making any further issue of Securities or buy-back of Securities
9A (3) Security holder a. Get his/her/its securities dematerialized before the transfer, if he/she/it intends to transfer securities

b. Ensure that all his/her/its existing securities are held in dematerialized form before subscription to any securities in an Unlisted Public Company

9A (4) Every Unlisted Public Company Facilitate dematerialization of all its existing securities, secure International security Identification Number (ISIN) for each type of security and inform all its existing security holders about such facility
9A (8)

(Amendment Rules effective from September 30, 2019)

Every Unlisted Public Company Submit e-form PAS-6 to the Registrar of Companies (ROC) within sixty days from the conclusion of each half year.

E-form PAS-6 is a Reconciliation of Share Capital Audit Report through which following information shall be submitted to ROC on half yearly basis:


b. Details of Capital of the Company viz. issued capital out of which capital held in dematerialized form in NSDL and CDSL and capital held in physical form

c. Details of change in capital during the interval of reporting half year like further issue, buy-back etc.

d. Details of shares held by Promoters, Directors, KMPs

e. Whether the demat request from Security holder has been confirmed within stipulated 21 days.

Exemption from Rule 9A to Unlisted Public Company which is a:

1. A Nidhi Company

2. A Government Company,

3. A Wholly Owned Subsidiary

Conclusion –

The Compliance of provisions of Rule 9A pertaining to dematerialization of securities as aforesaid by every Unlisted Public Company except those which are exempted may be monitored by the ROC.

Hence, it can be concluded that every Unlisted Public Company except those which are exempted shall be at all times, be in compliance with the provisions of Rule 9A pertaining to facilitating dematerialization of all its existing securities and issuing securities only in dematerialized form. The e-form PAS-6 since now available on the website of MCA for filing purpose, the same may be filed with ROC with requisite details on half yearly basis.

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Company: Bina Darji & Co.,
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April 2021