By CA Surekha S. Ahuja
PAS-6 has evolved from a perceived routine return into one of the most disclosure-sensitive compliance instruments under the Companies Act, 2013. With the extension of mandatory dematerialisation from unlisted public companies to private companies, PAS-6 now functions as a half-yearly audit of a company’s capital integrity, validated through depository data.
The risk in PAS-6 does not arise from filing delays alone. It arises from what the form inevitably reveals—legacy physical share certificates, incomplete promoter dematerialisation, ISIN gaps, unresolved corporate actions, and mismatches between depository records and statutory registers. This makes PAS-6 a high-exposure compliance area for companies and a high-liability certification area for professionals.
This note explains the law, legislative intent, applicability under Rule 9A and Rule 9B, filing requirements, compliance conditions, penalties, and transition obligations, in one integrated analysis.
Statutory Foundation and Legislative Intent
The obligation to hold securities in dematerialised form originates from Section 29 of the Companies Act, 2013.
Section 29(1)(a) mandates dematerialisation where securities are offered to the public. Recognising the need to extend ownership transparency beyond public issues, the legislature introduced Section 29(1A), empowering the Central Government to prescribe additional classes of companies whose securities must be held only in dematerialised form.
Exercising this power, the Ministry of Corporate Affairs notified:
• Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, applicable to unlisted public companies; and
• Rule 9B, extending the same dematerialisation discipline to private companies, other than those expressly exempted.
The legislative intent under both rules is uniform and unambiguous—transparent ownership, clean capital structures, and complete traceability of every share from issue to transfer. PAS-6 is the statutory mechanism through which this intent is periodically verified.
Applicability — Who Is Required to File PAS-6
PAS-6 is applicable to every company that is statutorily required to dematerialise its securities under Rule 9A or Rule 9B.
Under Rule 9A, PAS-6 applies to all unlisted public companies, including private companies that are deemed public by virtue of being subsidiaries of public companies under Section 2(71).
Under Rule 9B, PAS-6 applies to private companies, other than those specifically exempted. This includes closely held companies, family-owned companies, investment and holding companies, and dormant private companies, unless they fall within an exempt category.
PAS-6 does not apply to listed companies, as they are governed by SEBI’s share capital reconciliation framework. Nidhi companies, Section 8 companies, OPCs, LLPs and non-corporate entities are also outside the regime.
There is no turnover, paid-up capital, shareholder count or activity threshold under either Rule 9A or Rule 9B. If a company falls within scope, compliance is mandatory irrespective of size or operations.
Nature of Compliance and Filing Frequency
PAS-6 is a mandatory half-yearly return for all companies covered under Rule 9A or Rule 9B.
For the half-year ending 30 September, PAS-6 must be filed on or before 29 November.
For the half-year ending 31 March, PAS-6 must be filed on or before 30 May.
The obligation to file PAS-6 exists even where there is no change in share capital or ownership during the period. Inactivity does not create exemption.
Mandatory Preconditions Before Filing PAS-6
Before PAS-6 can be prepared or filed, certain statutory conditions must be satisfied.
First, every class of security must have a valid ISIN. Without ISIN, PAS-6 cannot be generated on the MCA portal. Importantly, delay in filing is counted from the statutory due date even if the ISIN is under process.
Second, under Rule 9A(4) and Rule 9B(4), promoters, directors and key managerial personnel are mandatorily required to hold all securities only in dematerialised form. Even one physical share certificate results in statutory non-compliance and is expressly disclosed in PAS-6.
Third, the records of NSDL and CDSL, the Registrar and Transfer Agent, and the company’s register of members must reconcile fully. Any pending or partially implemented corporate action—such as bonus, rights issue, conversion, buyback or transmission—appears as a mismatch in PAS-6.
What PAS-6 Discloses
PAS-6 is not a procedural filing; it is a capital integrity reconciliation statement. It reports, on an ISIN-wise basis, the company’s issued and paid-up capital, dematerialised holdings with NSDL and CDSL, physical holdings still outstanding, demat and remat requests and their status, dematerialisation compliance of promoters, directors and KMP, and all corporate actions undertaken during the half-year.
The form must be digitally signed by the company and certified by a Practising Company Secretary, making accuracy and reconciliation legally critical.
Penalty and Adjudication Exposure
Neither Rule 9A nor Rule 9B prescribes a specific penalty. Consequently, Section 450 of the Companies Act, 2013 (General Penalty) applies.
Under Section 450, the company and every officer in default are liable to a base penalty of ₹10,000, with an additional ₹1,000 per day for a continuing default. There is no statutory maximum cap, and adjudication orders increasingly impose penalties until compliance is achieved.
Delays in filing, incomplete dematerialisation, ISIN non-availability and reconciliation mismatches are all treated as continuing defaults.
Interpretational and Practical Clarifications
If even one promoter holds shares in physical form, the company is in default, and PAS-6 will disclose it without discretion. Promoters do not have the flexibility available to non-promoter shareholders.
If a private company becomes covered under Rule 9B, the obligation to dematerialise securities and file PAS-6 arises immediately, not prospectively.
Non-promoter shareholders who refuse to dematerialise cannot transfer shares or subscribe to new securities, but this does not excuse promoter-level non-compliance.
Corporate actions approved but not reflected in depository records result in reconciliation mismatches and must be supported by proper explanations and documentation.
PAS-6 under Rule 9A and Rule 9B is no longer a routine statutory return. It is a half-yearly, depository-validated audit of ownership integrity. For companies, a clean PAS-6 reflects governance discipline and investor readiness. For professionals, it is a high-liability certification area requiring strict legal interpretation, reconciliation discipline and complete documentation.
In the post-Rule 9B regime, capital hygiene is continuously examined, digitally traceable and legally enforceable.