May 27 2025
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Form PAS-6 Filing for Private Companies: Navigating New Dematerialisation Mandate

By Team Lawgical Startup

Introduction

The Ministry of Corporate Affairs (MCA) has extended the dematerialisation requirements, previously applicable to unlisted public companies, to private limited companies (excluding small companies) through the introduction of Rule 9B in the Companies (Prospectus and Allotment of Securities) Rules, 2014. This mandates the conversion of physical share certificates into electronic form and the filing of Form PAS-6, a half-yearly reconciliation of share capital audit report. The compliance deadline for dematerialisation has been extended to June 30, 2025, providing companies with additional time to align with the new regulations.

Legal Framework

  • Rule 9A: Introduced in 2018, mandates unlisted public companies to issue and hold securities in dematerialised form.
  • Rule 9B: Inserted on October 27, 2023, extends similar dematerialisation requirements to private companies (excluding small companies), effective from the financial year ending on or after March 31, 2023.
  • Form PAS-6: As per Rule 9A(8), applicable to private companies under Rule 9B(5), requires filing a half-yearly reconciliation of share capital audit report with the Registrar of Companies (ROC).

Documentation and Information Required

To accurately file Form PAS-6, companies must collate the following:

  1. Basic Company Details:
    • Corporate Identification Number (CIN)
    • Registered office address
    • Email ID and contact number
  2. ISIN Details:
    • International Securities Identification Number (ISIN) for each class of security, obtained through a Depository Participant (DP) registered with NSDL or CDSL.
  3. Share Capital Details:
    • Total issued and paid-up capital
    • Number of shares held in dematerialised form with NSDL and CDSL
    • Number of shares held in physical form
    • Reasons for any discrepancies between issued capital and total shares held
  4. Changes in Share Capital During the Half-Year:
    • Details of allotments, transfers, buybacks, forfeitures, amalgamations, capital reductions, etc.
  5. Details of Shares Held by Key Personnel:
    • Number of shares held by directors, promoters, and Key Managerial Personnel (KMP) in both physical and demat form
  6. Demat Request Status:
    • Total number of demat requests confirmed within 21 days
    • Demat requests pending beyond 21 days, along with reasons for delay
  7. Certification Details:
    • Details of the Company Secretary (if any)
    • Details of the practicing Company Secretary or Chartered Accountant certifying the form

Filing Procedure

  1. Obtain ISIN:
    • Apply for ISIN through a SEBI-registered Depository Participant (DP) associated with NSDL or CDSL.
  2. Dematerialise Existing Shares:
    • Facilitate the conversion of physical share certificates into electronic form for all shareholders.
  3. Prepare Reconciliation Statement:
    • Reconcile the share capital as per the Register of Members with the depository records.
  4. Access MCA Portal:
    • Log in to the MCA portal using valid credentials.
  5. Download and Fill Form PAS-6:
    • Navigate to ‘MCA Services’ > ‘Company Forms Download’ > ‘Form PAS-6’.
    • Fill in the required details accurately.
  6. Certification:
    • The form must be digitally signed by a Director, Manager, or Company Secretary of the company.
    • It must also be certified by a practicing Company Secretary or Chartered Accountant.
  7. Upload and Submit:
    • Upload the duly filled and signed form on the MCA portal.
    • Pay the requisite filing fees
  8. Acknowledgment:
    • Upon successful submission, an acknowledgment with a Service Request Number (SRN) will be generated.

Due Dates

Form PAS-6 is to be filed half-yearly, within 60 days from the end of each half-year:

  • For the period April 1 to September 30: Due by November 29
  • For the period October 1 to March 31: Due by May 30

However, for private companies brought under the ambit of Rule 9B, the first filing of Form PAS-6 will be due for the half-year ending September 30, 2025, with the due date being November 29, 2025. However, if the Company has obtained ISIN before March 31, 2025, it is recommended to file the Form PAS – 6 before May 30, 2025 to ensure transparent reporting and governance.

Penalties for Non-Compliance

Failure to file Form PAS-6 within the stipulated time attracts penalties under Section 450 of the Companies Act, 2013:

  • Company and every officer in default:
    • Penalty of ₹10,000
    • In case of continuing default, a further penalty of ₹1,000 per day after the first during which such default continues
    • Maximum penalty: ₹2,00,000 for the company and ₹50,000 for each officer in default

Practical Challenges

  1. Shareholder Resistance:
    • Some shareholders may be reluctant to open demat accounts due to unfamiliarity or perceived complexity.
  2. Cost Implications:
    • Expenses related to opening demat accounts, obtaining ISIN, and engaging RTAs or DPs can be significant, especially for smaller companies.
  3. Data Reconciliation:
    • Ensuring consistency between the company’s records and depository data requires meticulous verification.
  4. Technical Issues:
    • Navigating the MCA portal and ensuring successful form submission can be challenging due to technical glitches or user unfamiliarity.
  5. Time Constraints:
    • Coordinating with multiple stakeholders (shareholders, DPs, RTAs, certifying professionals) within tight deadlines can be demanding.

Conclusion

The extension of dematerialisation requirements to private limited companies marks a significant shift towards enhanced transparency and corporate governance. While the compliance process involves several technical and procedural steps, timely and accurate filing of Form PAS-6 is crucial to avoid penalties and ensure seamless corporate operations. Companies are advised to initiate the dematerialisation process well ahead of the June 30, 2025 deadline to accommodate any unforeseen challenges.

Key Takeaways

  • Form PAS-6 is a half-yearly compliance requirement for private limited companies (excluding small companies) under the new dematerialisation mandate.
  • Accurate documentation, including ISIN details and shareholding reconciliation, is essential for compliance.
  • Non-compliance attracts significant penalties under the Companies Act, 2013.
  • Early initiation of the dematerialisation process is recommended to mitigate practical challenges.

For further assistance or queries regarding Form PAS-6 filing and dematerialisation compliance, feel free to reach out to our expert by clicking here.

Posted inBlog
TagsCompany Law MCA