pri Form PAS-6: Reconciliation of Share Capital Audit Report- Analysis Form PAS-6: Reconciliation of Share Capital Audit Report- Analysis

As per MCA Notification dated September 10, 2018 they amend the Companies (Prospectus and Allotment of Securities) Rules, 2014 by inserting Section 9A: Issue of securities in dematerialised form by unlisted public companies and same shall be effective from October 02, 2018.


This Rule is applicable on all unlisted public companies as well as on private company (Deemed Public Company) which is a subsidiary of public company except:

  • Nidhi Companies,
  • Government Companies  &
  • Wholly owned subsidiaries

Key Points of Rule 9A:

1. Every Unlisted Public Companies shall issue their securities in dematerialised form on or after October 02, 2018 and facilitate the dematerialisation of its existing securities in accordance with Depositories Act, 1996

2. These Companies must insure that before making any offer for securities/Buyback/Bonus Issue/Right Issue entire holding of its securities through its Promoters, Directors and Key Managerial Personnel has been converted into dematerialised form.

3. Every security holders of these companies must ensure that

  • before transferring his shares on or after October 2,2018 must convert its securities into dematerialised form
  • Intends to subscribe his shares must ensure that all his existing securities are held in dematerialised form.

4. These companies shall facilitate dematerialisation of all its existing securities by making necessary application to the Depository and shall secure ISIN (International Security Identification Number) for all its securities and inform all existing security holders about such facility. In other word, it is mandatory for every public company to apply for ISIN on or before due date of PAS-6.

5. These companies must ensure:

  • To make timely payment of fees to the Depository and RTA as agreed.
  • These companies must maintain security deposit with Depository and RTA at all times as agreed by parties.
  • These Companies must comply with Regulations/Directions/Guidelines/Circulars issued by SEBI or Depository with respect to dematerialisation of shares of unlisted public companies and matters incidental or related thereto.

6. No Company can make offer of any securities or buyback if its defaults in complying sub rule (5) till the payments to depositories or registrar to an issue and share transfer agent are made.

7. The provisions of the Depositories Act 1996  the securities and Exchange Board of India (Depositories and participants) [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 except Sub-Rule 8.

Most Important: Every unlisted public company 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.

Key Highlight of E-Form PAS-6:

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:

  • Issued Capital
  • Held in dematerialised form in CDSL
  • Held in dematerialised form in NSDL
  • Held in Physical form
  • 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.

Latest Amendment and Due Date:

As per MCA notification e-form PAS-6 available for filing since 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.

Every unlisted public company mandatorily required to file this form on or before September 13, 2020 and afterwards with in 60 days of every end of half year.

One of most important requirements of PAS-6 is ISIN.


Whether it is mandatory for public companies to apply for ISIN? If yes, what is due date for the same?

As per rule 9A, yes, it is mandatory for public companies to apply for ISIN to give an opportunity to their shareholders to convert their shares in Demat. As per MCA notification dated 10th September, 2018 due date for the same was October 02, 2018.

Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at

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July 2021