Ministry of Corporate Affairs has deployed the Form PAS-6 for Reconciliation of Share Capital Audit Report on half yearly basis by unlisted Public Companies w.e.f 15^th July, 2020 and now it is available on MCA Portal which was notified by MCA vide Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 dated 10.09.2018 as amended vide Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019 effective from 30^th September, 2019

Purpose of Form: Half Yearly Audit Report on Reconciliation of Share Capital

Applicable Provisions: Pursuant to Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended vide Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019

Relevant Rule: Rule-9A of Companies (Prospectus and allotment of Securities) Rules, 2014

1. Every Unlisted Public Company shall:-

• Issue the securities in Dematerialized form only

• Convert all its existing physical securities into Dematerialized form in accordance with provisions of the Depositories Act, 1996 and regulations made there under

2. Every unlisted Public Company before making any of the following offer:-

• Issue of Securities or
• Buyback of Securities or
• Issue of Bonus Shares or
• Right Issue of Shares

shall ensure that entire holding of securities of its promoters, directors, key managerial personnel has been dematerialized in accordance with provisions of the Depositories Act 1996 and regulations made there under.

3. Every holder of securities of an unlisted public company:-

• Who intends to transfer such securities on or after 2nd  October, 2018, shall get such securities dematerialized before the transfer; or

• Who subscribes to any securities of an unlisted public company (whether by way of private placement or bonus shares or rights offer) on or after 2nd October, 2018

shall ensure that all his existing securities are held in dematerialized form before such subscription

4. Every unlisted public company shall:-

secure International security Identification Number (ISIN) for each type of security and shall inform all its existing security holders about such facility.

5. Every unlisted public company shall ensure that:-

(a) it makes timely payment of fees (admission as well as annual) to the  depository and registrar to an issue and share transfer agent in accordance with the agreement executed between the parties;

(b) it maintains security deposit at all times, of not less than two years’, fees with the depository and registrar to an issue and share transfer agent  in such form as may be agreed between the parties; and

(c) it complies with the regulations or directions or guidelines or circulars, if any, issued by the securities and Exchange Board or Depository from time to time with respect to dematerialization of shares of unlisted public companies and matters incidental or related thereto.

6. No unlisted public company which has defaulted in sub-rule (5) shall:-

• Make offer of any securities or
• Buybackits securities or
• Issue any bonus or
• Right issue of shares

till the payments to depositories or registrar to an issue and share transfer agent are made.

7. Except as provided in sub-rule (8)

• the provisions of the Depositories Act 1996
• the securities and Exchange Board of India (Depositories and participants) [Regulations, 2018]
• the securities and Exchange Board of India (Registrars to an Issue and share Transfer Agents) Regulations, 1993

shall apply mutatis mutandis to dematerialization of securities of unlisted public companies.

8. Sub Rule 8 of Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014

The audit report provided under regulation 55A of the securities and Exchange Board of India (Depositories and participants) Regulations, 1996 shall be submitted by the unlisted public company on a half-yearly basis to the Registrar under whose jurisdiction the registered office of the company is situated.

This rule shall not apply to an unlisted public company which is:-

• a Nidhi Company
• a Government Company or
• a Wholly owned Subsidiary

Due Date of e-Form PAS-6:

Every unlisted public company governed by this rule shall submit Form PAS-6 to the Registrar with such fee as provided in Companies (Registration Offices and Fees) Rules, 2014 within 60 days from the conclusion of each half year i.e 31^st March/30^th September)

As Per MCA General Circular No. 16/2019 dated 28/11/2019 Form PAS-6 for the half year ended on 30.09.2019 can be filed without additional fees within 60 days from the date of deployment of Form PAS-6 on the website of Ministry of Corporate Affairs.

Certification of e Form PAS-6:-

The Report on Reconciliation of Share Capital Audit to be submitted by Unlisted Public Companies which is certified by a Company Secretary in Whole time Practice or by a Chartered Accountant in Whole time Practice.

Details of Information required to file Form PAS-6:-

• CIN of the Company
• Email Id of the Company
• ISIN of Each Securities
• Period of Filing of the Form
• Details of Capital Structure of the bifurcation of the Capital:-

• Reason for difference if any in (a) and (e),
• Details of changes in share capital during the half-year under consideration as per Table below:

• Detail of Shares held by Promoters, Directors and KMPs
• Particulars about register of members, whether updated or not.
• Particulars of total no. of Demat request, if any, confirmed within 21 days.
• Particulars of total no. of Demat request,if any pending beyond 21 day with proper reasons of delay.
• Particulars of Company Secretary of the Company, if any.
• Particulars of the practicing Professional who is certifying the form.
• Details of CA/CS certifying this form:
• Whether there is appointment of common agency for share registry work