Summary: Effective July 1, 2025, the Ministry of Corporate Affairs (MCA) mandates dematerialization of securities for non-small private limited companies under the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 tread with Companies Act, 2013. Initially applicable to public companies since October 2, 2018, the requirement now extends to private companies to enhance transparency, investor protection, and corporate governance. Applicable companies must hold existing and future securities only in dematerialized form and file Form PAS-6, a half-yearly reconciliation of share capital audit report, within 60 days from the end of each half-year (September 30 and March 31), certified by a practicing professional. Exemptions apply to Nidhi companies, Government companies, wholly-owned subsidiaries of public companies, and small private limited companies, defined by paid-up capital and turnover thresholds, excluding holding/subsidiary companies, Section 8 companies, and companies governed by special Acts. Non-compliance attracts penalties for the company and its officers, including fines for initial and continued default. MCA initially set the compliance deadline for September 30, 2024, but later extended it to June 30, 2025, granting 18 months for preparation from March 31, 2023. Filing PAS-6 requires obtaining an ISIN and providing details of the capital structure, changes, and demat request processing.
INTRODUCTION:
- MCA vide Notification No. G.S.R. 376(E). dated 22nd May, 2019 came up with the requirement of Reconciliation of Share Capital Audit Report on half-yearly basis
- On 28th November 2019, MCA clarified that the time limit to file PAS-6 without additional fees for the half year ended on 30th September 2019 would be 60 days from the date of deployment of the PAS-6 on the website of the MCA
- On 15th July 2020, MCA deployed the form for filing within 60 days. Accordingly, the last date for filing Form PAS-6 for the half-year ended on 30th September 2019 shall be 13th September, 2020.
Que: Whether the amendment is applicable only to shares or other securities as well?
The Present Amendment uses the word “securities” and therefore, it is applicable to all kinds of securities i.e., equity shares, preference shares, debentures, warrants, etc.
❖Legal Provisions:
Section/ Rules Involved:
- Section 29
- Rule 9 of the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023
- MCA notification dated 10th September 2018
- MCA Notification dated 27th October 2023
- MCA Notification dated 12th February 2025
- Effective from 1st July 2025
Forms Involved:
| a. | PAS-6 | Reconciliation of Share Capital Audit Certificate |
Rule 9A (8): Filing eForm PAS-6 to the ROC within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice.
A. NON-APPLICABILITY:
The provision of Demat of Securities shall not be applicable on the following Companies:
1. Nidhi Company
2. Government Company
3. Wholly Owned Subsidiary Company of Public Company
4. Small Private Limited Companies
i. Whether a Section 8 company limited by guarantee is also covered under the Present Amendment?
No. As there is no share capital in case of a Section 8 company limited by guarantee, the Present Amendment will not apply.
ii. Whether a private company which is a holding/ subsidiary company of another private company is also covered under the Present Amendment? If a private company is a subsidiary of another private company or is a holding company of another private company, then even if paid-up and turnover falls within the parameters indicated for a small company, it will not be considered as a small company and therefore, will be required to comply with the Present Amendment.
B. APPLICABILITY:
1. Applicable on Public Limited Companies w.e.f.02nd October, 2018
2. Applicable to Non-Small Private Limited Companies w.e.f. 30th June, 2025.
Small Company
“small company” means a company, other than a public company,— (DG)
i. paid-up share capital of which does not exceed Four Crore rupees or such higher amount as may be prescribed and
ii. turnover of which as per profit and loss account for the immediately preceding financial year does not exceed Forty crore rupees or such higher amount as may be prescribed (DG)
Provided that nothing in this clause shall apply to— (DG)
(A) a holding company or a subsidiary company.
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act.
C. Key Applicability Trigger:
If a private company is not a small company, it must:
- Dematerialise its securities
- File Form PAS-6 half-yearly
PAS – 6
Every Non-Small Private Company and 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.
A. Timelines for Filing
| Half-Year Period | Due Date to File PAS-6 |
| April 1 – September 30 | By 29th November |
| October 1 – March 31 | By 30th May |
B. 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. Details of capital of company:
-
- Issued Capital
- Held in dematerialized form in CDSL
- Held in dematerialized 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 Updating of Register of Members and reason for non-updating.
6. Whether there were dematerialized 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 reasons for delay.
8. Details of Company Secretary of the Company, if any.
9. Details of CA/CS certifying this form.
C. Step-by-Step Process:
1. Obtain ISIN: Through NSDL/CDSL and RTA
2. Collate data: Obtain a reconciliation statement from RTA
3. Fill Form PAS-6:
-
- Enter company and ISIN details
- Enter demat/physical shareholding
- Confirm promoter demat status
4. Sign the form:
-
- By Director/Manager/CS using DSC
- Certified by Practicing CA/CS using their DSC
5. Upload on MCA V3 Portal and pay requisite fees
Penalties for Non-Compliance:
As per Section 450 of the Companies Act, 2013: Company and every officer in default:
- ₹10,000 and
- ₹1,000 per day for continuing default
(Maximum: ₹2,00,000 for company and ₹50,000 for officer)
Q1. Is PAS-6 now applicable to private limited companies?
Yes, w.e.f. 1st July 2025, non-small private companies are required to file Form PAS-6. Therefore, they need to file for the half year ending September, 2025 first time.
Q2. Can a company file PAS-6 without having dematerialized its shares?
Obtaining an ISIN is a pre-condition, but shares can be in physical form.
Q3. Should PAS-6 be filed if there is no change in shareholding?
Yes, it must be filed for every applicable half-year regardless of changes.
Q4. What is the role of Practicing CA/CS in PAS-6?
A Practicing Chartered Accountant or Company Secretary must digitally certify the correctness of the data filled in PAS-6.
Q5. If all the shares of the Company are still in a physical form and have not converted into Demat, whether such a Company is also required to file e-form PAS-6?
It doesn’t matter whether the shares of the Company are converted into Demat or not. All the Unlisted Public Companies and Non-Small Private Companies are mandatorily required to file e-form PAS-6.
Q6. Whether Companies are required to apply for a separate ISIN No. for different securities?
ISIN is a security-based No. therefore, Companies are required to apply ISIN for each type of security.
Q7. If a company has multiple securities, does it need to file multiple Form PAS-6?
Company needs to file only one PAS 6. But in that PAS 6 all the ISIN required to be mentioned.
Q 8. What documents can be relied upon by PCS while certifying Form PAS-6?
Ans: PCS may verify following documents while certifying Form PAS-6:
- Balance Sheet
- BENPOS of past half year and current half year – with details of shareholders
- Screenshots of NSDL & CDSL holding in company
- Find out from Register of Members how many are in physical mode (can be matched through folios) and tally it with total paid-up capital
Q 9. What proofs should be taken to verify para 12 (within 21 days demat credit) of Form PAS-6?
Ans: RTA provides list of demat requests received during half year – which contains as follows:
- Lodgement date – when demat request was submitted with Depository Participant
- RTA inward date – when RTA received from Depository Participant – PCS can ask for Demat Request Forms (DRF) filed by shareholder (with inward stamp of Depository Participant as well as RTA) as proof
- Credit confirmation date – when demat credit was actually given – PCS can ask for screenshot from software of RTA.
Q 10. Whether UDIN is required to be generated for certification of Form PAS-6?
Ans: It is mandatory.
Q 11. Do we need to attach any documents/ supporting in PAS-6?
No, there is no need to attach anything in the form of PAS-6.
Q 12. A promoter is also a director of the company, so how to provide details of shareholding in column no. 8, where details of shares held by promoters, directors and KMP is required?
Mention the number of shares in the head of promoter. As it will get match with Financials also.
Q 13. Does the Form PAS-6 apply to debentures also along with equity and preference share capital?
No, as the form name suggests, it pertains to share capital only.
Q 14. A company has issued different classes of preference shares. Whether ISIN for each class is required to be obtained?
Yes
Conclusion: PAS-6 serves as a vital compliance mechanism under the Companies Act, 2013, ensuring transparency and consistency in the reconciliation of share capital held in dematerialized form with the records maintained by the depositories and the company. With the increasing thrust on corporate governance and digitization of securities, timely and accurate filing of PAS-6 not only fulfills a statutory obligation but also enhances the integrity of the company’s shareholding data. Practicing professionals—Chartered Accountants and Company Secretaries—play a pivotal role in guiding companies through this compliance, mitigating the risks of penalties and ensuring seamless stakeholder confidence. In conclusion, adherence to PAS-6 is not merely a regulatory formality but a reflection of sound corporate stewardship in the modern era.
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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).
Also Read:
Form PAS-6 and Its Applicability
Dematerialisation of Securities in Private Companies: Rules & Benefits
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