FORM PAS-6 (Reconciliation of Share Capital Audit Report on half yearly basis.)

OVERVIEW OF FORM PAS-6

The Reconciliation of Share Capital means to match the records of the dematerialized and physically held securities with all the securities, on orderly basis. In normal parlance, it is reconciliation of the total Share Capital of the Company held in D-MAT form with the NSDL & CDSL and in physical form by the shareholders of the Company with the total Capital introduced, issued and listed capital, if any.

“Reconciliation of Share Capital Audit Report” means a kind of Audit report issued to Company’s Auditor for auditing the reconciliation of total Share Capital of the Company held in the D-MAT form with NSDL & CDSL and also in physical form by the shareholders of the Company with the total capital introduced, issued and listed, if any.

Originally the “Reconciliation of share Capital Audit Report”, was made applicable for only those companies which were listed on the Stock Exchange as per regulation 55A of SEBI (DEPOSITORIES AND PARTICIPANTS) REGULATIONS,1961 Subsequently, with this the Companies which were listed were required to file the same on the quarterly basis.

Ever since, the Ministry of Corporate Affairs (MCA), has made it compulsory for the unlisted public companies to secure an ISIN (International security Identification Number) and also to smooth the process by converting their existing securities in the dematerialized form within a specified period of time and thereby issuing fresh securities only in dematerialized form.

As per {Rule 9A (8)}. (Notification dated 10th September, 2018 amending Companies (Prospectus and Allotment of Securities) Rules, 2014) For reconciling the Share Capital of the issuer Company the concept of Reconciliation of Share Capital Audit Report was also required to be filed by the unlisted public Companies on half-yearly basis with the Registrar of Companies

Recently, the Ministry of Corporate Affairs has made an amendment in the earlier rule 9A(8) dated  22nd May, 2019: applicable from 30th September, 2019of Companies (Prospectus and Allotment of Securities) Rules, 2014 and has now introduced the concept of filing of E-FORM PAS-6 within a time period of sixty days of conclusion of each half year basis with a certification by a Company Secretary in practice or Chartered Accountant in practice.

KEY POINTS OF FORM PAS-6

• Objective behind Form PAS-6 is to file with the Registrar of Companies, an audited report of the Reconciliation of Share Capital of a Company
• It is to “Unlisted Public Companies” which are governed under rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014.
• It is not applicable to an unlisted public company which is:
  • A Nidhi Company;
  • A Government Company; or
  • A Wholly owned Subsidiary Company.
• It covers the securities which are covered under section 2(81) of the Companies Act, 2013 and the “Securities” means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 as well as the Debentures, Stock, Bond derivatives, etc., including Shares and other securities as per section 2(h) of SCRA, 1956.
• The due date of filing pas-6 is within 60 days of the conclusion of each half-year ending on the 31^st of March or 30^th September of every year, as the case may be.
• The half year ending time limit for filing is as follows: –
  • 31st March of every Year: – 60 days from the date of conclusion of 31st March of every year
  • 30th September of every Year: – 60 days from the date of conclusion of 30th September of every year
• The following details shall be required to file Form PAS-6

1. 1. ISIN;
   2. Period of fling;
   3. Details of Capital of Company i.e., issued, CDSL, NSDL and Physical form;
   4. Reasons for difference in Capital i.e., difference between Issued Capital and total of CDSL, NSDL and Physical
   5. holding of Shares Capital.
   6. Details of changes in share capital during the half-year under consideration;
   7. Details of Shares held by Promoters, Directors and KMPs;
   8. Particulars of Register of Members i.e., Updated or Not;
   9. Details of dematerialized shares in excess in the previous half-yearly period, if any;
   10. Details of DMAT;
   11. Details of DMAT request pending beyond 21 days along with reason;
   12. Details of Company Secretary of the Company, if any;
   13. Details of Professional certifying the Form;
   14. Details of appointment of common agency for share registry work;
   15. Any other details the certifying professional signing the form;

• The form can be signed by a Director or Manager or Company Secretary or CEO or CFO and is to be certified by a Company Secretary in practice or Chartered Accountant in practice.
• This form is processed STP (Straight Through Process) mode.
• The First FORM PAS-6 will be related to the Half year which shall be ending on 30th September, 2019;
• The First FORM PAS-6 is to be filed within a period of 60 days from the PAS-6 Form deployment date i.e. 15.07.2020;

CONCLUSION: –

 The FORM PAS-6 enables us to the report the Audit of Reconciliation of Share Capital of an Unlisted Pubic Company except the exempted unlisted public companies and the Companies which are specifically exempted. Due care is to be taken while filing this form as it requires the detailed information of Securities of Issuer Company and also involves the third parties like NSDL and/or CDSL.