Form PAS-6 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Form PAS-6 reconciles a company's issued capital against the capital held in dematerialised form. It is filed with the Registrar within sixty days from the conclusion of each half year, certified by a practising company secretary or chartered accountant — and Rule 9B(5) carries it across to private companies.
Where the obligation comes from
The requirement sits in Rule 9A(8): every unlisted public company governed by that rule shall submit Form PAS-6 to the Registrar, with the fee provided in the 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 a chartered accountant in practice.
Rule 9B(5) then provides that sub-rules (4) to (10) of Rule 9A apply mutatis mutandis to dematerialisation under Rule 9B. Sub-rule (8) is inside that range.
This is the most commonly missed consequence of Rule 9B, because the obligation is nowhere written in Rule 9B itself. Rule 9B(1) to (4) say nothing about any return. The filing arrives entirely through the mutatis mutandis clause in Rule 9B(5).
The handbook makes the point explicitly. When it lists what a private company under Rule 9B must comply with, "every company governed by this rule shall submit Form PAS-6 to the Registrar … within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice" appears in the list.
So a private company that has completed its dematerialisation and obtained its ISIN has not finished. It has acquired a recurring half-yearly filing, with a professional certification attached to it.
What the form contains
The broad details required in Form PAS-6 are:
- the ISIN;
- the period for which the return is being filed;
- details of the capital of the company —
- (a) issued capital;
- (b) held in dematerialised form in CDSL;
- (c) held in dematerialised form in NSDL;
- (d) held in physical form;
- (e) total number of shares — (b) + (c) + (d);
- the reasons for the difference, if any, between (a) and (e); and
- details of changes in share capital during the half year.
Everything else in Form PAS-6 is arithmetic. The line that carries the compliance weight is the reason for any difference between issued capital (a) and the total of demat plus physical holdings (e).
In a clean company the two figures agree and the line is blank. Where they do not, the company is being asked to explain a gap between what it has issued and what can actually be accounted for across the two depositories and its physical register — an allotment not credited, a transfer in transit, a certificate never surrendered.
The obligation does not wait for the half year to end. Rule 9A(8A), also inside the borrowed range, requires the company to immediately bring any such difference to the notice of the depositories. Form PAS-6 records the difference; sub-rule (8A) requires it to be raised as soon as it is observed.
Changes in share capital during the half year
The handbook lists the events that a company might report as causing changes in share capital during the period:
| Reportable changes in the half year | |
|---|---|
| Amalgamation | Private placement |
| ESOPs | Rights issue |
| Bonus issue | Advertisement |
| Conversion | Buy back |
| Capital reduction | |
For a private company under Rule 9B, conversion and private placement will be the most frequent entries — a preference share converting to equity, or a fresh allotment to an investor. Each of those is also an occasion on which the promoter, director and KMP holding condition and the subscriber's obligation to hold everything in demat form become live.
Certification, and what the certifier is signing
Form PAS-6 is duly certified by a company secretary in practice or a chartered accountant in practice. The certification attaches to the reconciliation — the ISIN-wise figures, the split between CDSL, NSDL and physical, the total, and the explanation of any gap against issued capital.
In practice that means the certifier needs the depository holding statements from both depositories as at the period end, the company's register of members, and the record of every capital change in the half year. A reconciliation certified from the company's register alone cannot support the CDSL and NSDL lines.
The other continuing obligations that come with it
Form PAS-6 does not travel alone. The same borrowed range of sub-rules brings with it the fee and security deposit obligations in Rule 9A(5) — timely admission and annual fees, and a security deposit maintained at all times of not less than two years' fees — and the sanction in Rule 9A(6), under which a company in default of those cannot make any offer of securities, buy back, or issue bonus or rights shares until the payments are made.
It also brings the grievance route: complaints of security holders under the rule are filed before the Investor Education and Protection Fund Authority, which acts against a depository, participant or registrar only after prior consultation with SEBI.
On penalties
Asked what a private company faces for non-compliance with Rule 9B, the handbook answers that the specific penalties or consequences are not mentioned in section 29 of the Companies Act, 2013, and that general penalties will be applicable in such scenarios.
That is as far as the source goes, and it is as far as this article goes. No figure is stated, because none is stated in section 29. The commercially significant consequence is the one that is spelled out — the freeze on offers, buybacks, bonus and rights issues under Rule 9A(6), and the practical inability of shareholders to transfer or subscribe.
Practical checklist
- Diarise Form PAS-6 as a recurring filing from the half year in which the ISIN is obtained.
- File within sixty days of each half year end, ISIN-wise.
- Obtain holding statements from both CDSL and NSDL as at the period end.
- Reconcile (b) + (c) + (d) against (a) and be ready to explain any gap.
- Raise any difference with the depositories immediately under Rule 9A(8A), not at filing time.
- List every capital change in the half year against the nine reportable events.
- Keep the fees and the two years' security deposit current, or corporate action freezes.
- Have the form certified by a practising CS or CA working from depository records, not the register alone.
Common mistakes
- Reading Rule 9B and concluding there is no return to file.
- Filing annually instead of half-yearly.
- Certifying from the register of members without depository statements.
- Leaving the (a) versus (e) difference unexplained.
- Waiting for the filing to report a discrepancy to the depositories.
- Quoting a penalty figure that section 29 does not contain.
Key Facts About Form PAS-6
- Applies in: All states across India, under the relevant central law.
- Mode: Mostly online via the official government portal.
- Typical timeline: Ranges from a few days to a few weeks depending on the case.
- Non-compliance: May attract penalties, interest or late fees.
- Expert help: TaxClue completes the entire process end to end for you.
What is Form PAS-6?
A reporting requirement of the MCA for companies regarding dematerialisation of securities — in substance a half-yearly reconciliation of issued capital against capital held in dematerialised form.
When must it be filed?
With the Registrar within sixty days from the conclusion of each half year.
Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.
Form PAS-6: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.