PAS-6: Overview, Applicability, Filing And Due Dates

PAS-6 is an e-form which needs to be filled and filed by companies who have been incorporated under the Companies Act,2013 or any other previous Company law or is registered with any statutory law to file the e-form to the Registrar of Companies on the MCA portal.

The Rationale behind this Form is to provide details pertaining to – “RECONCIALIATION OF SHARE CAPITAL AUDIT REPORT” ensuring the shares held with the unlisted public company in the demat form is being complied with the Companies Act,2013 and related rules. This form is a mandatory compliance which needs to be filed by the companies falling in the threshold.

For unlisted public Companies and some private limited companies, Form PAS-6 is essential to maintaining the accuracy and transparency of share capital information. In order to reduce fraudulent activities and improve governance standards, the Ministry of Corporate Affairs (MCA) wants to bring these businesses’ policies into line with those of listed entities by requiring the dematerialization of shares and thorough reporting. Businesses must follow the deadlines and filing requirements set forth in the Companies Act of 2013 and its implementing regulations.

What the Law States?

Before us telling whether your company is applicable to file the form or not let’s dive into what the law states for this form.

As per the provisions laid down in the Chapter III, Part I of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Amendment in the rules came into force in year 2019 making the Companies liable to follow the compliance in this regard.

Hence, The Rule 9A,Subrule8 prescribes that –

RULE 8 :  All unlisted public companies subject to this rule must submit Form PAS-6 to the Registrar within sixty days of the end of each half-year, duly certified by a chartered accountant or company secretary in practice, along with the fee specified in the Companies (Registration Offices and Fees) Rules, 2014.

RULE 8A : If a discrepancy is found between the company’s issued capital and the capital maintained in dematerialized form, it must promptly notify the depositories.              

Addition And Implementation Of Rule 9B- To Small Companies

This requirement has been expanded to include private firms with the implementation of Rule 9B under the firms (Prospectus and Allotment of Securities) Second Amendment Rules, 2023.

The provisions of sub-rules (4) to (10) of rule 9A shall, mutatis mutandis, apply to the dematerialization of securities under this rule 9B,” states subrule (5) of Rule 9B.

Form PAS-6 is therefore now also applicable to private enterprises (apart from small companies) if dematerialization is required, in accordance with Rules 9B(5) and 9A(8).

This covers Section 8 businesses with share capital as well as fully owned subsidiaries of private businesses.

However, Rule 9B(6) exempts government companies from this obligation.

Applicability Of Form Pas-6

To know whether this compliance is mandated on your Company we have mentioned the Applicability below-

The Form Is Applicable On The Following Business Entities-

1. Public Companies
2. Private Companies (except a Small Company)
3. Wholly Owned Subsidiary of Private Companies
4. Section- 8 Companies who have been registered as a company with share capital

This form is not applicable on all companies- Hence the entities not Applicable for filing this form are-
1. Small Companies who are incorporates as a private company.
2. Unlisted Nidhi Companies
3. Wholly owned Subsidiaries of Unlisted Public Company

Therefore, these entities should not be worried of filing yet complying with any other legal compliance as they don’t fall in the tranche.

Information Needed For Filing Of Pas-6

The aforementioned information shall be provided by the Business entity ensuring a timely compliance-

1. CIN-
Corporate Identity Number is needed to enter whilst entering details and filling the form.

2. ISIN-
International Securities Identification number for each class of securities issued by the company.

3. Company’s Share Capital-
This information is the most crucial information in respect of the Company’s share Capital in respect of shares issued from by the company to its shareholders, the number of securities which are in the physical and demat form(with both the depositories). If under any circumstance, there is a deviation of alteration/change in the financial year information related to this should also be provided from the Companies end.

4. Any Change in Companies Capital Structure-
If at any point during the period under review the company has undergone any  capital reductions, buybacks, forfeitures, conversions, private placements, ESOPs, rights issues, bonus issues, or any other kind related – the information has to be disclosed by the company.

5. Demat Details –
Details shall be shared of the DEMAT requests from the shareholder in that period for which the filling should have been done at the end of Financial Year whether the demat request were confirmed within 21 days or exceeding 21 days. Data regarding the same must be furnished by the company.

Process For Filing Form Pas-6

Form PAS-6 filing is a methodical procedure that needs close attention to detail. To guarantee proper filing, take the following actions:

Step 1: Go to the MCA website and login to access the MCA portal
Go to the Ministry of Corporate Affairs (MCA) website by opening your web browser.
On the homepage, click the “Login” button in the upper right corner.

Step 2:  Click on “E-Filing” and choose “MCA Services.” And then select “company Forms Download”
In this section find and download FORM PAS-6

Step 3: Fill in the Company details
The details of the company must be filled along with the CIN of the company to start with the actual form filing

Step 4: Fill up the Details
Fill in the details as per the forms including-
1.Dematerialized shares (NSDL and CDSL) held
2.Physically held shares
3.Causes of any disparities in ownership
4.Variations in share capital throughout the course of six months
5.Total number of physical and demat shares held by KMP, directors, and promoters
6.Details of Demat requests that were outstanding for more than 21 days and confirmed after 21 days

Step 5: Save and Submit the Form
Save the form as a draft and After filling out and reviewing every field, submit the form online.

Step 6: Creation of SRN
A Service Request Number (SRN) will be created upon submission. Keep this SRN for use in future communications with MCA.

Step 7: Attach the DSC and Upload the PDF document
Attach the DSC of a Director, CEO, CFO, or company secretary’s and upload the PDF.

Step 8: Finish the payment procedure
The fee payment must be done and once the payment has been done a SRN number shall be generated and post generation a acknowledgement shall be produced which has to be downloaded and be saved for future records.

Due- Date For Filing Form Pas-6

Companies are required to submit Form PAS-6 to the Registrar of firms (ROC) within 60 days after the end of each half-year.
These deadlines are to be adhered ensuring that there is no non- compliance and penalty imposed by the Act.

The following are the prescribed deadlines:

• 29 November – For the period of April- September
• 30 MAY –For the period of October through March

Penalty for Non-Filing of Form PAS-6

If there is no specific penalty prescribed under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, for non-compliance, then Section 450 of the Companies Act, 2013 will apply-
Section 450 of the 2013 Companies Act prescribes:

General Penalty: The following sanctions are applicable in the absence of any special fine or punishment for breaking any of the provisions of the Companies Act of 2013 or its implementing regulations:

Fine: A fine of up to Rs. 10,000 may be imposed on the company, any defaulting officers, and any other individual.

Persistent Violation: If the violation persists, a daily punishment of up to Rs. 1,000 may be imposed.