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MCA vide notification dated 10th September 2018, introduced Rule 9A to the Companies (Prospectus and Allotment of Securities) Rules, 2014 through the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 for issue of securities in dematerialized form by unlisted public companies effective from 2nd October 2018. The above rule corresponds to Section 29 of the Companies Act, 2013.

According to the provisions of Section 29 of the Companies Act, 2013, every Company making public offer shall issue the securities only in dematerialized form by complying with the provisions of the Depositories Act, 1996.

Pursuant to Rule 9A,

Every unlisted Public Company shall –

  • Issue securities in dematerialized form
  • Facilitate dematerialization of all its existing securities.

In accordance with the provisions of the Depositories Act, 1996.

Every Unlisted Public Company has to ensure that its securities are in dematerialized form if it intends to

  • Issue any securities
  • Buy back of securities
  • Right issue of securities
  • Issue of bonus shares,

The shareholders of such Companies shall get it existing securities dematerialized if it intends to transfer its securities on or after 2nd of October, 2018


If intends to subscribe to any securities of such unlisted public companies on or after 2nd of October, 2018.

For the purpose of dematerialization of all its existing securities, such unlisted public companies have to file application before the depository for obtaining International Security identification Number(ISIN) for each type of security.


Such unlisted public companies have to make timely payment of fees to the depository and registrar to an issue and share transfer agent according to the agreement executed between the parties.

It shall also maintain security deposit all the time of not less than two years fees with the depository and share transfer agent as agreed between the parties.

It shall also have to comply with the guidelines of Security Exchange Board of India as issued time to time in respect of dematerialization of securities.

If such Companies fails to comply with the above mentioned points it cannot make offer of any securities or, Buy back of securities or Issue bonus shares or Make right issues of shares, Till the payment to depositories and registrar to issue or share transfer agent is made.

Form PAS-6 and Its Applicability

FILING OF FORM PAS-6 [Reconciliation of Share Capital Audit Report (Half Yearly)]

E-form PAS-6 is concerned with the filing of the reconciliation of the share capital audit report on a half-year basis of unlisted public companies. The objective of this audit report is to identify

any difference observed in the issued capital and the capital held in dematerialized form of a public company.

According to Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, every unlisted public company shall submit Form PAS-6 duly certified by a Company Secretary in practice or Chartered Accountant in practice to the RoC within 60 days from the conclusion of each half year.

If any grievances of security holders of unlisted public companies come up, it shall be filed before the Investor Education and Protection Fund Authority.

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.


Following unlisted Public Companies are exempted from filing form PAS-6

  • Nidhi Company
  • Government Company
  • Wholly Owned Subsidiary

Author Bio

CS Nisha Sarayan is an Associate Member of Institute of Company Secretary of India. She has completed her training from a PCS Firm in Jaipur. Currently she is working as Company Secretary and Compliance Officer at NIMBUS PROJECTS LIMITED (IITL-NIMBUS GROUP). Kindly contact for any kind of ROC rela View Full Profile

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April 2024