The Form PAS-6 Reconciliation of Share Capital Audit Report plays a vital role for unlisted public companies in India. It ensures that their share capital records align with the data maintained by depositories, offering transparency and compliance with legal standards. This report enhances stakeholder confidence by verifying that the company’s share capital structure is accurate and free from material discrepancies.
What is Form PAS-6?
Form PAS-6, also known as the “Reconciliation of Share Capital Audit Report,” is a compliance requirement under the Companies Act, 2013. It mandates unlisted public companies to reconcile their issued share capital with the details available at National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). This ensures uniformity between the company’s records and the data maintained by depositories.
Components of PAS-6:
1. Company Details
This section requires basic details, including the company’s name, address, Corporate Identification Number (CIN), and International Securities Identification Number (ISIN).
2. Issued Capital
The total number of shares issued by the company must be disclosed.
3. Dematerialized Shares
Details of shares held in electronic form with NSDL and CDSL.
4. Physical Shares
The total number of shares maintained in physical form.
5. Reconciliation Statement
This section highlights discrepancies between issued capital and shares accounted for in dematerialized and physical forms, with explanations for the differences.
6. Director and Promoter Holdings
Information on shares held by directors, promoters, and Key Managerial Personnel (KMP) in both physical and dematerialized forms.
7. Certification
The form must be certified by a qualified practicing Company Secretary or Chartered Accountant to ensure the accuracy of the information provided.
8. Other Relevant Information
Additional details, such as the appointment of a common agency for share registry, are included.
Unlisted public companies (PUCs) must adhere to strict timelines and procedures for filing PAS-6. It is to be filed twice a year, within 60 days from the end of each half-year. Non-compliance may lead to penalties under Section 450 of the Companies Act, 2013, imposing fines on both the company and its officers.
Applicability of Form PAS-6:
Form PAS-6 applies to various entities, including:
- Unlisted public companies
- Private companies (excluding small companies)
- Section 8 companies with share capital
Entities such as small private companies and unlisted Nidhi companies are exempt. Additionally, companies must ensure dematerialization of shares for shareholders, even if shareholders do not plan to transfer their shares.
Failure to file PAS-6 within 60 days of the financial half-year can attract penalties. Under Section 450 of the Companies Act, fines include:
- Up to ₹10,000 for the company and defaulting officers
- ₹1,000 per day for continued non-compliance
Timely submission is essential to avoid penalties and maintain good governance.
Given the technical requirements and legal implications of PAS-6, professional assistance is advisable. Experts in compliance management can guide companies through the process, ensuring timely and accurate filings. This minimizes the risk of errors and avoids legal complications.
Legal Terminus specializes in providing expert guidance to organizations in complying with Form PAS-6 requirements. From documentation to filing and addressing discrepancies, our team ensures your company adheres to all legal obligations efficiently. By partnering with us, you can focus on core operations while we handle your compliance needs.
The information provided in this article is for general informational purposes only and should not be considered legal advice. While we strive to ensure the accuracy of the content at the time of publishing, we are not responsible for any changes made to laws or regulations after this date. It is recommended to seek professional legal guidance for specific compliance requirements.
Regards
CS Shipra MishraÂ
(B. Com, LL.B, FCS, Insolvency Professional, Registered TM Agent)
