PAS-6

Form PAS-6 is the half-yearly reconciliation of share capital audit report filed with the Registrar of Companies by unlisted public companies in connection with their dematerialised share capital. Mandated under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules 2014, which compels unlisted public companies to issue / facilitate dematerialisation of all securities.

Applicability:

• Every unlisted public company (with the limited exemptions in Rule 9A(11) — Nidhi, Government companies, wholly-owned subsidiaries, etc.).
• Producer companies were also brought in scope through a separate notification.
• Subsequent amendments (2023) have extended demat requirements to specified private companies (above certain thresholds based on paid-up capital and turnover), and PAS-6 is the natural reporting form for such companies as the framework evolves.

Due dates:

• For half-year ending September 30 — by November 29.
• For half-year ending March 31 — by May 30.

Content of PAS-6:

• Total issued capital (equity, preference) at start and end of half-year
• Dematerialised holding with NSDL and CDSL
• Physical holding
• Difference between issued capital and (demat + physical) — should be zero
• Reasons for any mismatch and corrective steps
• Certificate from CA / practicing CS confirming reconciliation

Source data:

• Beneficial Owner positions from NSDL / CDSL (issued by the Registrar and Transfer Agent — RTA)
• Register of Members maintained by the company
• PAS-3 allotment records
• Any transfers / transmissions / re-materialisations during the half-year

Why this matters:

Rule 9A was introduced to prevent fraudulent benami holdings and to harmonise unlisted-public-company share infrastructure with listed-company standards. A company that has not opted into demat cannot allot further securities, undertake buybacks, or issue bonus / rights shares — effectively bringing capital-table actions to a halt.

Practical workflow:

• Appoint an RTA (Karvy/KFin, Link Intime, Bigshare, etc.)
• Obtain ISIN for each share class from NSDL / CDSL
• Open demat accounts for all shareholders or facilitate via DPs
• Re-issue physical certificates as demat credits
• Reconcile monthly; file PAS-6 half-yearly