Clarification on Filing of Form PAS-6 by Companies Re-classified as Small Companies Pursuant to the Revised Definition (Effective 1 December 2025)
The Ministry of Corporate Affairs (MCA) has notified a significant revision in the financial thresholds for determining the status of a “Small Company,” effective 1 December 2025. Under the revised definition, a company shall be regarded as a Small Company if—
- its paid-up share capital does not exceed ₹10 crore, and
- its turnover does not exceed ₹100 crore, as per the immediately preceding financial year.
Consequent to this revision, several companies that were earlier categorized as non-small (on account of paid-up capital exceeding ₹4 crore or turnover exceeding ₹40 crore) have now been automatically re-classified as Small Companies with effect from the above date.
Key Issue Raised
A consistent query from corporates and professionals pertains to the applicability of Form PAS-6 (Reconciliation of Share Capital Audit Report for half-yearly reporting of dematerialized share capital) for such companies— particularly those having
- paid-up share capital between ₹4 crore and ₹10 crore, and/or
- turnover between ₹40 crore and ₹100 crore,
and which already possess an ISIN obtained earlier by virtue of being non-small under the previous definition.
The specific concern is whether such companies are required to file PAS-6 for the half-year ending 31 March 2026, and thereafter.
Statutory Position & Absence of MCA Clarification
As on date, no specific clarification/circular/notification has been issued by the MCA regarding PAS-6 compliance obligations for companies whose status has changed solely due to the enlarged definition of a Small Company.
Accordingly, an interpretative approach is necessary to determine the compliance position.
Interpretation of Provisions
1. Applicability of Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014
- Rule 9A mandates dematerialization of securities and filing of Form PAS-6 only for unlisted public companies, private companies which are not Small Companies, and specified classes of companies.
- Once a company is re-classified as a Small Company, Rule 9A ceases to apply, unless the company voluntarily continues dematerialization-related compliances.
2. Status of ISIN Already Obtained
- Many companies obtained ISIN earlier because they did not qualify as Small Companies under the former thresholds.
- Upon re-classification as Small Companies, such companies are no longer mandated to maintain dematerialization facilities under Rule 9A.
- They may, at their discretion:
a) retain the existing ISIN and continue voluntary dematerialization compliances, or
b) surrender the ISIN, considering that Rule 9A no longer applies.
3. PAS-6 Filing Requirement
- If the company chooses to retain the ISIN, such retention is now purely voluntary, and PAS-6 filing should also be regarded as voluntary, because the statutory applicability under Rule 9A is no longer triggered.
- If the company opts to surrender the ISIN, PAS-6 filing will cease entirely, as dematerialization-related reporting becomes irrelevant.
4. Half-Yearly Filing Timeline
- PAS-6 for the half-year ended 30 September 2025 (to be filed in November 2025) was mandatory, since the company was still classified as a non-small company during that period.
- From the half-year ending 31 March 2026 onwards, PAS-6 filing is voluntary, as the company attains the status of a Small Company from 1 December 2025.
Professional View
In view of the above interpretation:
- Non-filing of PAS-6 for the half-year ending 31 March 2026 and thereafter should not be treated as non-compliance, provided the company has become a Small Company under the revised definition.
- Filing PAS-6 after re-classification is a matter of corporate discretion, depending on whether the company wishes to continue maintaining its ISIN on a voluntary basis.
- The absence of statutory obligation under Rule 9A post re-classification clearly indicates that the compliance framework related to dematerialization (including PAS-6) is no longer mandatory.
Conclusion
Until the MCA issues a formal clarification, the logical and legally consistent view is that companies newly classified as Small Companies due to the revised thresholds effective 1 December 2025 are not required to file PAS-6 for periods after such re-classification.
The filing, if done, is purely voluntary and non-filing should not give rise to any penal or non-compliance consequences.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
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