MCA vide Notification dated 22th May 2019 substituted sub Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended vide Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019.
Article explains Law(s) Governing the eForm PAS-6: Reconciliation of Share Capital Audit Report (Half Yearly), Purpose of the eForm PAS-6: Reconciliation of Share Capital Audit Report (Half Yearly), Meaning of Key Fields of eForm PAS-6 and what to be filled in those fields, Provisions related to Person who can Sign eForm PAS-6 Digitally on Behalf of the Company, Certification of eForm PAS-6, Fee Rules related to filing of eForm PAS-6, Processing Type of eForm PAS-6, SRN Generation On successful submission of the eForm PAS-6, Email on Complete Processing of eForm PAS-6, Companies exempt from filing of eForm PAS-6 & Due Date for Filing eForm PAS-6
Rule 9A: 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 demateriarised 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.
Reconciliation of Share Capital Audit Report on half yearly basis.
|Sr. No.||Field Name||Instructions|
|3||ISIN||Enter ISIN. All information shall be furnished for the half year ended 30th September and 31st March in every financial year for each ISIN Separately.|
|5||Details of Capital of Company||Enter the details of issued capital number of shares along with percentage of total issued capital.
Enter total number of shares which are held in dematerialised form or physical form.
|7||Details of changes in share capital during the half-year under consideration as per Table below||Enter details of changes in the share capital in the form of Rights, Bonus, Private placement, ESOPs, Amalgamation, Conversion, Buyback, Capital Reduction, Forfeiture and others.|
|8||Details of Shares held by:||Enter the details of shares held by promoters, directors and KMPs in the form of demat or physical.|
|12||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||Specify the details of number of requests, number of shares and reasons for delay for requests confirmed after 21 days or requests pending beyond 21 days.|
|13||Details of Company Secretary of the Company, if any;||Enter PAN, name, membership number and address of Company Secretary of the Company.|
|14||Details of CA/CS certifying this form||Enter name and address of CA/CS certifying the form.|
-Enter the number and date of board resolution authorizing the signatory to sign and submit the eForm.
-Ensure the eForm is digitally signed by the Director, Manager, CEO, CFO or Company Secretary.
-The person should have registered his/her DSC with MCA by using the following link (www.mca.gov.in). If not already registered, then please register before signing this form.
-Disqualified director is not allowed to sign the form.
-In case the person digitally signing the e-Form is Company Secretary – Enter valid membership number in case of other than Section 8 company. In case of Section 8 company and if designation selected as ‘company secretary’, either membership number/ PAN shall be entered.
Ensure that the eForm is digitally signed by a Chartered Accountant or a Company Secretary in whole-time practice.
Enter the details of the practicing professional and attach the digital signature.
|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, 2014
|(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|
Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.
The form will be processed in STP mode.
On successful submission of the eForm PAS-6, SRN will be generated and shown to the user which will be used for future correspondence with MCA.
When an eForm is completely processed by the authority concerned, an acknowledgement of the same, if any is sent to the user in the form of an email to the email id of the company
1. A Nidhi Company,
2. A Government Company,
3. A wholly-owned subsidiary
As per Rule 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.
MCA vide Circular dated 28th November 2019 had extended the due date for filing form PAS-6 for the half year ended on 30.09.2019 to 60 days from the date of deployment of the form on the website of the Ministry.
Now as the form has been deployed on 15th July 2020. So, all the unlisted public companies (except for certain companies) are required to file this form on or before the 13th of September, 2020 for the half-year ended.