Company Law

PAS-6 : Reconciliation of Share Capital Audit Certificate

Short Summary:

In our former Article No. 609, we have talked about the provisions of ‘PAS-6’. likewise, we have published a series of videos on the topic “PAS-6” (The link is given in the footer).

In this editorial, the author shall discuss the Quick bites on ‘PAS-6’.

As we have received numerous questions from our professional colleagues through WhatsApp groups “Gyan Gurukul”, inside this editorial we have attempted to clarify all those questions relating to ‘PAS-6’.

Quick Bites:

1.         Whether the Private Limited Companies are obliged to convert their shares into Demat?

Rule 9A applies only on the Unlisted Public Companies. Therefore, as on the date, Private Limited Companies are not obliged to convert their shares into DEMAT.

2.         If a Private limited Company has Suo moto converted its shares into Demat, whether such Private Limited Company is required to file e-Form PAS-6 or need to follow Rule 9A.?

As mentioned above, Rule 9A applies only on the Unlisted Public Companies. Therefore, even if a Private Company has suo-moto converted its shares into Demat, the Company doesn’t need to file e-Form PAS-6 with the ROC

3.         Whether rule 9A applies to Section 8 Public Companies?

Rule 9A applies to all the Unlisted Public Companies irrespective of their status as section 8.

Therefore, if a Section 8 Company is Public Company then Rule 9A has to be followed.

4.         Whether Listed Companies are required to file e-Form PAS-6 and follow rule 9A?

Rule 9A is applicable only on the Unlisted Public Companies, therefore Listed Companies are not required to file e-form PAS-6 with the ROC.

5.         Which type of Public Companies are exempted from rule 9A?

Following Companies are exempted from rule 9A-

–       Nidhi Company

–       Government Company

–       Wholly own subsidiary Company

6.         If all the shares of the Public Unlisted Company are still in a physical form and have not converted into Demat, whether such Company is also required to file e-form PAS-6?

It doesn’t matter whether the shares of the Public Unlisted Company are converted into Demat or not. All the Unlisted Public Companies are mandatorily required to file e-form PAS-6.


Whether the Public Companies are required to apply for a separate ISIN No. for different securities?

ISIN is a security-based No. therefore, the Public Companies are required to apply ISIN for each type of security.

8.         Whether ISIN No. is mandatory for filing of the e-Form PAS-6?

ISIN No. is the chief requirement for the filing of PAS-6.Without the ISIN No., PAS-6 cannot be file. Consequently, it is mandatory to have an ISIN No.

9.          What are the consequences of not applying for an ISIN No. at the present date?

If the Unlisted Public Companies have not applied for an ISIN No. on or before 02.10.2018 then, they are liable for a penalty u/s 450 of the Companies Act, 2013 and are required to apply for the compounding.

10.     Is there any mandatory attachment for the e-form PAS-6 ?

There is no mandatory attachment for PAS-6. It can be file without any attachment.

11.     In case a Public Company is having more than one ISIN No., then how manye-Form PAS-6 are required to file?

In such a case, APublicCompany is required to file PAS-6 for each ISIN separately.

12.     If a Public Company is planning to convert itself into a Private Company, whether such Public Company is required to apply for an ISIN No.?

As the concept of an ISIN No.came into being w.e.f. 02.10.2018 for the unlisted Public Company, therefore one can opine that if any Public Company wants to convert itself into a Private Company, the provisions of a Public Company is required to follow till the date of conversion into a Private Company and have to apply for an ISIN No.

13.     What is the due date for filing of e-Form PAS-6 for the previous half years?

As per the MCA notification, e-form PAS-6 is available for filing since July 15, 2020, and Companies are required to file such form within 60 days of the availability of the form. Therefore, the due date for filing of the PAS-6 for the first time shall be September 13, 2020.

14.     How many e-Form PAS-6 are required to file for the previous half years?

All the Public Companies are required to file two PAS-6 on or before September 13, 2020:

1.    First, for the half-year ended 30.09.2019

2.      Second, for half-year ended 31.03.2020

15.     What are the consequences on the part of shareholders for non-conversion of physical shares into Demat?

If the shareholders don’t convert their shares into Demat, then the following are the consequences:

–      They cannot transfer their shares until they convert the same into Demat

–      They are not allowed to subscribe to any new offer.

CS Divesh Goyal

CS Divesh Goyal is a Fellow member of ICSI, Practicing Company Secretary, and Steering Voice in the Corporate World. He is a Prop. at Goyal Divesh & Associates, Company Secretaries. He is a competent professional having enrich 6 years post qualification experience as Company Secretary with expertise in Corporate Law, FEMA, IBC, SEBI, RBI. He has written more than 600 editorials on Companies Act, 2013 to keep at pace with the latest changes and critically analyse the implications of various provisions of the Companies Act, 2013, Insolvency & Bankruptcy Code, 2016, FEMA, RBI, SEBI etc. He is a vibrant, sought after, and spellbinding speaker and has delivered more than 200 sessions on various aspects of Company Law at ICSI, ICAI, and online platforms. Apart from his passion for his work he also believes in elevating his profession and for that dream

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  1. In case of unlisted public companies does the transfer of shares are required to be approved by the Board of the Company even though transfer is going to be effected through demat mode?

  2. I find Point No. 6 and 8 contradictory in nature. If, all the unlisted public companies even though, held in physical mode entirely, are required to file PAS-6, how does the form get filed without ISIN?

  3. Sir
    While filing PAS 6, the filing of form date 1.4.19 to 30.9.19 is not taking
    How can we do it.
    (Date 1.10 .19 to 31.3.20 it is taking)
    Request your guidance.
    [email protected]

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