PAS-6 Reconciliation of Share Capital Audit Report (Half-Yearly)
Home > PAS-6 Reconciliation of Share Capital Audit Report (Half-Yearly)
May 28, 2025
Introduction to Form PAS-6
What is Form PAS-6?
• A half-yearly audit report filed with the Registrar of Companies (ROC).
• Introduced under Rule 9A(8) of Companies (Prospectus and Allotment of Securities) Rules, 2014 in 10th September 2018.
• Certified by a practicing Company Secretary (CS) or Chartered Accountant (CA).
Purpose
• Verify issued capital against shares in Demat (NSDL/CDSL) and physical form.
• Report discrepancies and changes in share capital (e.g., bonus issues, ESOPs, buybacks).
• Ensure compliance with mandatory dematerialization for applicable companies.
• Ensures transparency in share capital by reconciling issued capital with Demat and physical shares.
| Applicability | Non-Applicability |
|---|---|
|
Unlisted Public Limited Companies w.e.f. 02nd
October 2018. Notification (MCA vide General
Circular G.S.R. 376(E). dated 22nd May 2019) |
• Nidhi Company • Government Company • Wholly Owned Subsidiary Company of Public Company • Small Private Limited Companies |
Timelines for Filing
| Companies having ISIN | Period for which Form PAS-6 is to be filed | Due Date |
|---|---|---|
|
Before 31st March
2025 |
April 1 – September 30 |
29th November |
|
Before 31st March
2025 |
October 1 – March 31 |
30th May |
|
After 1st April 2025
and before 30th June
2025 |
Private Limited Companies (other than
small companies) not having ISIN &
dematerialize their shares on or before
30th June 2025 must file for the half-year
within 60 days ending 30th September
2025. |
29th November 2025 |
Penalties for Non-Compliance
As per Section 450 of the Companies Act, 2013: Company and every officer in default:
• ₹10,000 and
• ₹1,000 per day for continuing default (Maximum: ₹2,00,000 for company and ₹50,000 for officer)
What is Dematerialization of Shares?
Dematerialization of shares is the process of converting physical share certificates into electronic form, stored in a digital account with a depository, such as the National Securities Depository Limited (NSDL) or Central Depository Services Limited (CDSL) in India
| Aspect | Listed Public Companies | Unlisted Public Companies | Private Companies |
|---|---|---|---|
|
Applicability |
Mandatory for all listed
public companies under
SEBI guidelines. |
Mandatory for Unlisted
public companies under
MCA notification G.S.R.
853(E) |
Mandatory for certain
classes of private
companies under MCA
notification G.S.R. 802(E). |
|
Regulatory
Authority |
Securities and Exchange
Board of India (SEBI) |
Ministry of Corporate
Affairs (MCA) |
Ministry of Corporate
Affairs (MCA) |
|
Threshold
Criteria |
Not applicable |
Not applicable |
Private companies
(excluding small
companies) with:
• Share capital ≥ ₹4 crore
and • Turnover ≥ ₹40 crore |
|
Applicability
of PAS-6 |
Mandatory to file
PAS-6 |
Mandatory to file
PAS-6 |
Mandatory to file
PAS-6 refer timelines
for filing table |
|
Verification &
Process
Oversight |
Done by RTA (Registrar
and Transfer Agent)
under SEBI supervision |
Done by RTA, but under
MCA oversight if demat
is mandated |
Done by RTA, but under
MCA oversight if demat is
mandated |
Important Note:
The deadline for dematerialization of shares by non-small private limited companies has been extended i.e., 30 June 2025. As per MCA General Circular G.S.R. 131(E) dated 12th February 2025, it is now mandatory for all non-small private limited companies to convert their physical share certificates into dematerialized form.
FAQ’s
Q1. What is the ISIN code?
ISIN (International Securities Identification Number) is a unique 12-digit alphanumeric code used to identify securities. Each country’s National Numbering Agency (NNA) issues ISINs. In India,
• NSDL issues ISINs for most securities, under SEBI’s direction.
• RBI handles ISIN allotment for government securities.
Q2. What is a Small Company?
A Small Company in India, as per the Companies Act, 2013 (Section 2(85)), is a private company with a
• Paid-up Share Capital of up to ₹4 crore and Turnover of up to ₹40 crore,
Q3. What is a not a Small Company?
1. A public company.
2. A holding or subsidiary company.
3. A Section 8 (charitable) company.
4, A company governed by a special Act (e.g., banking or insurance).
Q4. Is PAS-6 now applicable to private limited companies?
Yes, w.e.f. 1st July 2025, Non-Small Private Companies are required to file Form PAS-6. Therefore, they need to file for the half year ending September 2025 first time. i.e., before November 2025
Q5. Can a company file PAS-6 without having dematerialized its shares?
Obtaining an ISIN is mandatory as you must mention the ISIN number in the Form PAS-6,but shares can be in physical form.
Q6. Should a company file form PAS-6 for various securities separately?
Yes, as only one ISIN can be inserted in the form PAS-6. Thus, for various types and classes of securities different forms are needed to be furnished. A company must furnish the form PAS-6 for every ISIN issued to it.
Q7. Should PAS-6 be filed if there is no change in shareholding?
Yes, it must be filed for every applicable half-year regardless of changes.
Q8. Can a company issue shares in physical form?
No. As per Rule 9A(1)(a) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company is under obligation to issue fresh securities only in the Demat form.
