By CA Surekha S Ahuja
PAS-6 has evolved into one of the most revealing compliance checkpoints for unlisted public companies. It is not the form itself that creates complexity, but the discipline it demands. A single half-yearly report exposes every unresolved matter in the company’s share capital—physical certificates pending demat, mismatches across NSDL/CDSL, incomplete corporate actions, and incorrect promoter holdings.
This note presents the law, intent, applicability (including private companies), statutory interpretation, procedural guidance, and risk evaluation—crafted for professionals who require precision and companies that must avoid adjudication.
Statutory Basis & Purpose — Law, Logic and Intent
The requirement to maintain securities in dematerialised form is anchored in Section 29 of the Companies Act, 2013.
• Section 29(1)(a) mandates demat for public offers.
• The 2019 amendment introduced Section 29(1A), empowering the Central Government to extend demat obligations to additional classes of companies.
Using this authority, the MCA introduced Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, mandating that all unlisted public companies must issue, transfer and hold securities only in dematerialised form.
The objective is clear:
Transparent ownership, clean capital structures, and complete traceability of every share.
PAS-6 is the statutory reporting mechanism to confirm that these objectives are being met.
Applicability — A Clear, Non-Ambiguous Interpretation
PAS-6 applies only to unlisted public companies.
The following principles govern applicability:
• Private companies are not required to file PAS-6 because Rule 9A applies only to unlisted public companies.
• However, a private company becomes a public company when it is a subsidiary of a public company (Section 2(71)). Such companies fall squarely within Rule 9A and must file PAS-6 from the very next half-year.
• Listed companies are excluded since they undergo SEBI-regulated share capital reconciliation.
• Nidhi companies are expressly exempt under Rule 9A(11).
• Section 8 companies, LLPs, OPCs and non-corporate forms are outside the regime.
Importantly, Rule 9A has no turnover, paid-up capital, or size threshold.
Even a small, dormant unlisted public company must comply.
Filing Frequency & Due Dates
PAS-6 is a half-yearly filing required:
• For April–September: on or before 29 November
• For October–March: on or before 30 May
This flows from Rule 9A(8)—“within sixty days from the end of each half-year”.
If the due date falls on a public holiday or weekend, filing on the next working day is recognised for compliance purposes.
A company must file PAS-6 even if there is absolutely no change during the period.
Pre-Filing Conditions — The Compliance Gatekeepers
Before preparing PAS-6, three statutory conditions must be satisfied:
Active ISIN:
Every class of security must have a valid ISIN. Without ISIN, PAS-6 cannot be generated. Delay starts counting even if ISIN is pending.
Promoter/KMP Demat Compliance (Rule 9A(4)):
Promoters, directors and KMP are required to hold securities only in demat form.
Even a single physical certificate makes the company non-compliant, and PAS-6 will disclose it plainly.
RTA or In-house Depository Connectivity:
The depositories’ records (NSDL/CDSL), the RTA’s statements and the company’s own register must reconcile. Any pending corporate action—bonus, rights, conversion, buyback, transmission—will be clearly flagged in PAS-6.
These prerequisites are where most defaults originate.
What PAS-6 Reports — Full Capital Reconciliation
PAS-6 is not a mere form; it is a capital integrity report. It reconciles:
• Total issued and paid-up capital (ISIN-wise)
• Dematerialised holdings with NSDL and CDSL
• Physical holdings still remaining
• Demat/remat requests and their processing status
• The dematerialisation status of promoters and KMP
• Verification of corporate actions during the half-year
The form must be digitally signed by the company and certified by a Practising Company Secretary (PCS).
Penalty Framework — The Correct Legal Position
Rule 9A does not prescribe a specific penalty.
Therefore, Section 450 (General Penalty) applies.
Under Section 450:
• The company and every officer in default are liable to a base penalty of ₹10,000, and
• ₹1,000 per day for a continuing default.
There is no statutory maximum limit under Section 450.
MCA adjudication orders typically enforce the per-day continuation until the non-compliance is cured.
This makes delay or mismatch in PAS-6 a high-risk compliance lapse.
Practical “Ifs & Buts” — The Real Areas of Professional Concern
If even one promoter holds physical shares, the company is in default under Rule 9A(4), and PAS-6 will expose it. Such shareholders must dematerialise before any further corporate actions.
If no ISIN exists, PAS-6 cannot be filed, and the delay begins from the statutory due date.
Obtaining an ISIN becomes the first corrective step.
If corporate actions are approved but not yet updated by NSDL/CDSL or the RTA, the reconciliation will show mismatches. Professionals must attach clarification notes to minimise adjudication exposure.
If a private company becomes a subsidiary of a public company, its obligation to file PAS-6 begins immediately, and all existing holdings must be transitioned to demat.
If shareholders (other than promoters) refuse to dematerialise, they cannot transfer or subscribe to new securities.
Promoters, however, do not have this flexibility—their dematerialisation is mandatory.
If there is no activity in the half-year, PAS-6 still needs to be filed.
Inactivity does not create exemption.
Professional Filing Workflow — A Clean, Defensible Process
Professionals should adopt a structured approach:
• Retrieve NSDL and CDSL beneficiary position files.
• Match them with the RTA’s reconciliation and the company’s register of members.
• Verify that promoter/KMP holdings are entirely in demat form.
• Confirm that corporate actions reflect accurately in depository records.
• Prepare PAS-6, obtain PCS certification, file on the MCA portal, and retain all supporting evidence for future scrutiny.
This reduces mismatch risk and ensures defensible compliance.
Quick Applicability Summary
PAS-6 is applicable to:
• Unlisted public companies
• Private companies deemed public under Section 2(71)
PAS-6 is not applicable to:
• Private companies (not deemed public)
• Listed companies
• Nidhi companies
• Section 8 companies
• OPCs, LLPs and non-corporate entities
