Form PAS-6 Filing
Reconciliation of
Share Capital Audit
Form PAS-6 is a half-yearly Reconciliation of Share Capital Audit Report mandatory for all unlisted public companies under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules 2014. Filed twice a year with the ROC — certified by a practising CS or CA. TAXAJ's CS team prepares, certifies, and files Form PAS-6 before every deadline.
Form PAS-6 — Reconciliation of Share Capital Audit Report — Complete Guide
Form PAS-6 is a half-yearly compliance return introduced under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules 2014, as amended by the Companies (Prospectus and Allotment of Securities) Third Amendment Rules 2019. It is a Reconciliation of Share Capital Audit Report that all unlisted public companies are required to submit to the Registrar of Companies (ROC) through the MCA portal.
The primary purpose of Form PAS-6 is to reconcile the total issued and listed share capital of the company with the shares held in dematerialised form with depositories (NSDL and CDSL) and those held in physical form. This reconciliation ensures that there are no discrepancies — no "ghost shares," no excess physical certificates outstanding, and no gaps between the company's register of members and the depository records.
What Is Reconciliation of Share Capital?
Reconciliation of share capital involves matching three data sets: (1) total issued share capital as per the company's Register of Members (MGT-1), (2) shares held in DEMAT form with NSDL and CDSL as per depository records, and (3) shares held in physical form (certificates not yet dematerialised). The sum of DEMAT + physical shares must exactly equal the total issued share capital. Any difference is a red flag and must be explained and resolved before filing PAS-6.
Who Must File Form PAS-6?
Form PAS-6 is mandatory for all unlisted public companies that have share capital. This includes:
- Public Limited Companies that are not listed on any recognised stock exchange
- Holding companies of listed subsidiaries that are themselves unlisted
- Nidhi Companies with public company status
- Producer Companies incorporated as public companies
- NBFCs registered as public limited companies but not listed
Who Does NOT Need to File PAS-6?
The following entities are exempt from filing Form PAS-6:
- Private Limited Companies — not subject to PAS-6 (Rule 9A applies only to public companies)
- Listed Public Companies — governed by SEBI regulations, not Rule 9A
- LLPs — no share capital, not subject to PAS-6
- One Person Companies (OPC) — private company by definition
- Section 8 Companies — typically no share capital or dividend restrictions
Connection with Mandatory Dematerialisation
Form PAS-6 is directly linked to mandatory dematerialisation of shares for unlisted public companies under Rule 9A. Since September 2018, every unlisted public company is required to: (a) issue new shares only in DEMAT form, (b) facilitate dematerialisation of existing physical shares, and (c) facilitate transfers only in DEMAT form. PAS-6 is the quarterly audit mechanism that verifies this compliance. Companies that have not dematerialised their shares will have discrepancies in PAS-6 that expose non-compliance with Rule 9A.
PAS-6 Half-Yearly Deadlines — Which Period Applies to You?
Form PAS-6 must be filed twice every year. Select the half-year period to see deadlines, what to reconcile, and what happens if you're late.
Half Year 1 — April 1 to September 30
What to Reconcile for H1?
Half Year 2 — October 1 to March 31
What to Reconcile for H2?
Form PAS-6 Applicability — Who Must File & Who Is Exempt
Rule 9A is very specific — it applies to unlisted public companies with share capital. Understanding applicability correctly is critical before deciding to file or skip.
Must File PAS-6
- Unlisted Public Limited Company with share capital
- Unlisted public company with both DEMAT and physical shares
- Unlisted public company that has issued shares only in DEMAT (still must file)
- Public company that converted from private company (after date of conversion)
- NBFC registered as public company — not listed
- Holding company of a listed subsidiary — if itself unlisted public company
- Producer Companies structured as public companies
- Nidhi Companies operating as public companies
Exempt from PAS-6
- Private Limited Companies — Rule 9A does not apply
- Listed Public Companies — governed by SEBI LODR, not Rule 9A
- LLPs — no share capital concept
- One Person Companies — OPC is private by definition
- Government companies — where CAG is the auditor (different framework)
- Section 8 Companies — typically no dividend/capital, different regulation
- Dormant companies with no share capital changes (but must still file with NIL movement)
How to File Form PAS-6 — Step-by-Step Process
TAXAJ prepares, reconciles, certifies, and files PAS-6 — you only need to provide depository statements and share capital data. The entire process takes 3–7 working days.
Obtain Depository Statements — NSDL & CDSL
Obtain the depository holding statements from both NSDL and CDSL as on the last day of the half year (September 30 or March 31). These statements show the total number of shares held in DEMAT form broken down by shareholder DEMAT account. The company's Registrar and Transfer Agent (RTA) usually provides these, or the company can obtain them through its relationship with the depository participants.
Compile Physical Share Capital Data
Identify and list all shares still in physical certificate form — shares not yet dematerialised by shareholders. Update the Register of Members (MGT-1) as on the half-year end date. Cross-check against the share certificate ledger and ensure no outstanding split, consolidation, or transmission requests are pending. Any pending DEMAT conversion requests should be flagged as reconciling items.
Reconcile Share Capital — Identify Discrepancies
Perform the reconciliation: Total Issued Share Capital = DEMAT Shares (NSDL + CDSL) + Physical Shares. If the total doesn't match, investigate the difference — common causes include: pending DEMAT conversion requests in transit, shares forfeited but not yet cancelled in depository, transmission requests not updated, or errors in previous allotments. All discrepancies must be explained and resolved (or noted as under-resolution) before certification.
Prepare PAS-6 Report — Data Entry
Fill the PAS-6 report with: (a) opening and closing share capital for the half year, (b) ISIN of each class of shares, (c) total shares in NSDL and CDSL separately, (d) total physical shares, (e) any changes — allotment, buyback, transmission, transmission, pledge details, (f) confirmation of pending DEMAT conversion requests and their status, and (g) the reconciliation statement showing all three data sets match. The report must cover each class of shares separately (equity, preference, etc.).
CS / CA Certification of the Report
Form PAS-6 must be certified by a Practising Company Secretary (CS) or a Practising Chartered Accountant (CA) who is not associated with the company in any other capacity. The certifying professional must be satisfied that the reconciliation is accurate, the share capital data matches depository records, and there are no unexplained discrepancies. TAXAJ's CS team performs this certification as part of the service — no separate engagement of a CS is needed.
File PAS-6 on MCA V3 Portal
File the certified Form PAS-6 on the MCA V3 portal using the Director's DSC. The form is filed under the "File eForm" section → "Prospectus and Allotment of Securities" → PAS-6. Attach the certified reconciliation report, ISIN certificate, and depository statements as annexures. Pay the applicable government filing fee (typically ₹200–₹600 depending on share capital). Download the SRN (Service Request Number) and acknowledgement for records.
PAS-6 Filing — Document Checklist
TAXAJ coordinates all documents from your RTA and depository. Share the items below and our CS team handles the rest.
Non-Filing of PAS-6 — Penalties & Legal Consequences
Rule 9A non-compliance is increasingly scrutinised by the MCA's ROC offices. Companies with multiple missed PAS-6 filings face compounding applications and reputational risk during due diligence.
| Violation | Section / Rule | Company Penalty | Officer Penalty | Continuing Penalty |
|---|---|---|---|---|
| PAS-6 Non-Filing | ||||
| Not filing PAS-6 by due date | Section 450 | ₹10,000 | ₹10,000 | ₹1,000/day |
| Repeated non-filing (both half years) | Section 450 | ₹20,000+ | ₹20,000+ | ₹1,000/day each |
| Related Rule 9A Violations | ||||
| Issuing new shares in physical form | Rule 9A(3) | Fine + Invalid issuance | ₹10,000–₹1,00,000 | Per allotment |
| Allowing physical share transfer | Rule 9A(5) | Transfer invalid | ₹10,000–₹1,00,000 | Per transfer |
| Not dematerialising promoter shares | Rule 9A(4) | Compliance notice | ₹25,000–₹5,00,000 | Ongoing |
| Due Diligence Consequences | ||||
| Missing PAS-6 filings discovered during investor due diligence | — | Can delay or block fundraising; compounding penalty required before clean audit | ||
Form PAS-6 Filing — Service Packages
TAXAJ's Company Secretary team handles depository reconciliation, CS certification, and MCA portal filing. No need to engage a separate CS.
- ✓NSDL + CDSL reconciliation
- ✓CS / CA certification
- ✓MCA V3 portal filing
- ✓SRN acknowledgement
- ✓Up to 1 ISIN class
- ✓Both half-year PAS-6 filings
- ✓Proactive deadline reminders
- ✓CS / CA certification both halves
- ✓Discrepancy resolution advisory
- ✓Up to 2 ISIN classes
- ✓2+ missed half years
- ✓Historical reconciliation
- ✓Compounding penalty advisory
- ✓CS certification for all periods
- ✓MCA portal filing all periods