Introduction of PAS-6 in Corporate System and its filing

Introduction of PAS-6 in Corporate System

Form PAS-6 (Reconciliation of Share Capital Audit Report on a half-yearly basis) and It’s Applicability

The introduction of PAS-6 by the Ministry of Corporate Affairs in pursuance to the sub-rule (8) of rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which amended vide Companies (Prospectus and Allotment of Securities)Third Amendment Rules,2019 for the purpose of reconciliation of the share capital audit report on the half-year basis.

Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014:

Every unlisted public company shall:

• Issue the securities only in dematerialized form; and
• Facilitate dematerialization (conversion of Physical securities into electronic mode) of all its existing securities in accordance with provisions of the Depositories Act, 1996 and regulations made thereunder.

Every unlisted public company before making an offer for:

• Issue of any securities, or
• Buyback of securities, or
• Bonus shares, or
• Rights offer

shall ensure, entire holding of securities of its promoters, directors, key managerial personnel have been dematerialized.

Every holder of securities of an unlisted public company who:

• Intends to transfer
• Subscribes to any securities of an unlisted public company

shall ensure, all his existing securities are held in the dematerialized form before such subscription.

Every unlisted public company shall facilitate:

• Dematerialization of all its existing securities by making a necessary application to a depository, and
• shall secure, ISIN for each type of Security, and
• shall inform all its current security holders about such facility.

Every unlisted public company shall ensure:

• Timely payment of fees (admission as well as annual) to the depository and Registrar to an issue and share transfer agent (RTA) in accordance with the agreement executed between the parties;
• 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
• 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 the dematerialization of shares of unlisted public companies.

No unlisted public company which has defaulted in above-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 RTA are made.

Except as provided in below-rule (8),

• 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 the dematerialization of securities of unlisted public companies.

Every unlisted public company governed by this Sub-rule-8

shall submit Form PAS-6 (reconciliation of the share capital audit report) 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.

The company shall immediately bring to the notice of the depositories

Any difference observed in its issued capital and the capital held in dematerialized form.

The grievances, if any, of security holders

Shall be filed before the Investor Education and Protection Fund Authority.

Non-applicability of these Rules to Certain Unlisted public company which is:

• Nidhi
• Government company or
• wholly-owned subsidiary.

Important fields that require detailed instructions to be filled in e-Form.

ISIN: International Securities Identification Number for each Security issued by the company.

Period: All information shall be furnished for the half-year ended 30th September and 31st March in every financial year for each ISIN separately.

Details of Capital: Issued capital, number of shares along with the percentage of total issued capital. A total number of shares which are held in dematerialized form or physical form.

Changes in share capital during the half-year under consideration: in the form of Rights, Bonus, Private placement, ESOPs, Amalgamation, Conversion, Buyback, Capital Reduction, Forfeiture and others.

Details of Shares held: By Promoters, directors and KMPs in the form of Demat or physical.

Total no. of Demat requests: if any, confirmed after 21 days and the total no. of Demat requests pending beyond 21 days.

Details of Company Secretary: PAN, Name, Membership number and address of Company Secretary of the Company.

Details of CS/CA certifying this form: Name and address of Practising Company Secretary or CA certifying the form.

Processing Type

The form will be processed in STP mode.

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