1

Release 1.1

October, 2020

© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

All rights reserved. No part of this publication may be translated or copied in

any form or by any means without the prior written permission of The Institute of
Company Secretaries of India.

Disclaimer

Although due care and diligence have been taken in the publication of this
book, the Institute shall not be responsible for any loss or damage, resulting
from any action taken on the basis of the contents of this book. Anyone
wishing to act on the basis of the material contained herein should do so
after cross checking with the original source. You may send your suggestions/
comments at e-mail id companiesact2013@icsi.edu.

Published by :
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ii
 PREFACE

“Things work out best for those who make the best of
how things work out.”

The profession of Company Secretaries, the profile entailing might have

expanded over the past years; especially after the enactment of the
Companies Act, 2013, yet, certifications, indeed holds a significant
position in the same profile. Even further, with each new Amendment
in the law, both in the Rules as well as the Act itself, the roles and
responsibilities of the professionals of this brigade are augmented
steadily. The same, however, beckons an equally effective effort on
our part to uphold not just the law in its true letter and spirit but the
expectations of the Regulatory Authorities as well.

The Amendment brought out by the Ministry of Corporate Affairs in

the Companies (Prospectus and Allotment of Securities) Rules, 2014
in 2018 and 2019 made way for issue of securities in dematerialized
form by unlisted public companies and even further, requirement of
Reconciliation of Share Capital Audit Report on half-yearly basis in
e-Form PAS-6.

Apart from the significance of the form in strengthening governance

in the unlisted public companies, the imperativeness of this Report is
further enriched for the Company Secretaries for the fact that e-Form
PAS-6 shall be duly certified by a Company Secretary in practice or
Chartered Accountant in practice before being submitted to the
Registrar of Companies.

It is with the intent of providing ease of certification by providing a

detailed insight into the aspects beginning from the very concept of
pre-certification to the analysis of the provisions of the law and the
methodology of carrying out the pre-certification, that the Institute of
Company Secretaries of India (ICSI) has brought out this publication
under the aegis of Referencer on Pre Certification of e-form PAS-6.

iii
I would like to place on record my sincere appreciation to CS Deepak
Kumar Khaitan, Chairman, PCS Committee, CS B. Narasimhan, CS
Devendra V. Deshpande, CS Manish Gupta, Central Council members
and CS Nagendra D. Rao, Vice President for their guidance and offering
valuable suggestions in review and finalization of the publication.

I am thankful to CS Kalidas Ramaswamy and members of the Sub-group

on Referencer on MCA E-forms for providing various suggestions and
inputs in preparation of this publication. I also appreciate contribution
of CS Makarand Joshi for providing inputs in the revised publication.

I commend the efforts put in by Mr. Manoj Kumar, Deputy Director and
CS Sahil Suneja in incorporating various suggestions and inputs in the
publication under the guidance of CS Samir Raheja, Director, Directorate
of Professional Development, Perspective and Futuristic Planning and
under the stewardship of CS Asish Mohan, Secretary, ICSI.

I am confident that the publication will prove to be immensely beneficial

in the process of pre-certification of the e-form PAS-6. I would appreciate
the users/ readers for offering their constructive suggestions/comments
for the improvement of this publication.

Place: New Delhi CS Ashish Garg

Date: October 13, 2020 President

The Institute of Company Secretaries of India

iv
 CONTENTS

S. No. Particulars Page No.

1 Concept of Pre-certification 1

2 Professional Liability 4

3 Background of E-Form PAS-6 7

4 Provisions of the Companies Act, 2013 and Rules 8

made thereunder

5 Brief Analysis of the relevant provisions of the 13

applicable law

6 Methodology for carrying out verification 20

7 Procedure for doing the reconciliation 23

8 Documents to be verified / examined 23

9 Terminology 25

10 Check-list 28

11 FAQs on E-form PAS-6 46

12 E-form PAS-6 62

13 Instruction Kit for E-form PAS-6 66

14 Annexure I : MCA Notification G.S.R 297(E) dated 74

28th April, 2014

15 Annexure II : MCA General Circular No. 10/2014 76

dated 7th May, 2014

v
16 Annexure III: MCA Notification G.S.R. 853(E) dated 79
10th September, 2018

17 Annexure IV: MCA Notification G.S.R. 376(E) dated 82

22nd May, 2019

18 Annexure V: MCA General Circular No. 16/2019 88

dated 28th November, 2019

vi
Concept of Pre-Certification

Pre-certification of e-forms was introduced to avoid delays in

registration as also to ensure correctness of the documents filed by
professionals.

Pre-certification means certification of the correctness of any

document by a professional including a Company Secretary in
Practice before the same is filed with the Registrar of Companies
(hereinafter referred to as ‘the RoC’) in accordance with the
requirements of the Companies Act, 2013 (hereinafter referred
to as ‘the Act’). The professional checks the correctness of the
particulars mentioned in the form after due consideration of the
provisions of the Act and the relevant Rules made thereunder and
ensures that the particulars stated in the form are in agreement
with the books and records of the company. If any defects/
discrepancies are found or it is found that the information
provided in the form is incomplete/defective, then the professional
is expected to appropriately advise/provides guidance for
completion of document/rectification of the defects and allow
pre-certification only after ensuring that the defects have been
rectified and the form is complete in all respects as complete/
rectification of the defects observed.

The RoC can rely on the certification of the Company Secretary in

Practice (hereinafter referred to as ‘the PCS’) and take the document
on record without further scrutiny. At present there are several forms
in straight through process mode (hereinafter referred to as ‘the STP
mode’) which are taken on record on the basis of pre-certification
and filing without any further scrutiny by the RoC. However, the RoC
may carry out scrutiny of forms in future and may mark the same as
defective and take necessary action. Thus, pre-certification by a PCS
ensures that every such form or return is filed without any defect and
should be complete in all respects as per the instructions in the form.
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2 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Disclosure of information to shareholders and other stakeholders is

important to protect their interests and to ensure better governance.
Accordingly, the Act has stipulated stringent measures and
requirements for disclosures including in financial statements, Board’s
report, annual return and so on. The Act has also imposed onerous
duties and responsibilities on company directors as well as the
professionals. The punishment for violation of provisions of the Act are
also very stringent. Therefore, it is imperative to ensure the correctness
of information filed with the RoC.

If a professional gives a false certificate or omits to provide any

material information knowingly, he is liable to punishment under the
provisions of the Act as well as liable for professional misconduct.

Regulatory Developments

Pre-certification was introduced after detailed deliberations and this

has been refined over time. Though it initially aimed at avoiding delays
in registration of documents and charges, its scope was expanded
to authenticate correctness and integrity of documents being filed
with the Ministry of Corporate Affairs (hereinafter referred to as ‘the
MCA’) in view of the benefits from such pre-certification. With a
view to avoid delay in the registration of documents, MCA (the then
Department of Company Affairs) on the initiative taken by the Institute
of Company Secretaries of India issued two circulars i.e. Circular No.
14/90 dated 5th September, 1990 and Circular No.5/91 dated 26th
February, 1991advising all the RoC to take on record documents that
are filed by companies or the creditors concerned, duly certified
as correct by a company secretary/ chartered accountant/ cost
accountant in practice.

The Department Related Parliamentary Standing Committee, which

examined the Companies (Second Amendment) Bill, 1999, while
endorsing the pre-certification in its 64th Report in 2000, had observed
that verification of compliances with the provisions of the Companies
Act, 1956 by a PCS was necessary.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 3

The High Level Committee on Corporate Audit and Governance

(Naresh Chandra Committee) in its report in 2002, while observing
wide gap between prescription and practice, recommended a
system of pre-certification by PCS to remove defects in documents
so that these could be taken on record immediately and to reduce
workload on the MCA. It was also recommended that the system
should provide for monetary and other penalties on PCS who certify
incorrectly, even through error or oversight.

Accordingly, the Companies (Amendment) Bill, 2003 introduced in

the Rajya Sabha sought to add a new section 383C to provide that
all documents, returns, forms required to be filed with the Registrar
or any statutory authority shall be pre-certified by a PCS. In the
meantime, the Government came out with the Concept Paper for
revamping of Company Law on August 8, 2004 containing a model
codified company law which incorporated the provisions of section
383C of the Companies (Amendment) Bill, 2003. After enactment of
the Companies Act, 2013, the process has been now sanctified in
the Companies (Registration Offices and Fees) Amendment Rules,
2014 [Sub-rule (12) of Rule 8, introduced by Notification No. G.S.R.
297(E) dated 28th April, 2014]. The requirement of authentication of
documents prescribed under Rule 8 of the Companies (Registration
Offices and Fees) Rules, 2014 elaborates on the responsibility of
professionals certifying the forms. The professional certifying the form
must verify whether all the requirements as per the provisions of the
Act and the rules made thereunder have been complied with and all
the attachments to the forms have been duly scanned and attached
completely and legibly.
Professional Liability

Any failure or lapse on the part of a PCS in issuing a certificate may

attract disciplinary action for professional or other misconduct under
the provisions of the Company Secretaries Act, 1980. Therefore, it
becomes imperative for the PCS that he exercises great care and
caution while issuing the certificate and also adheres to the highest
standards of professional ethics and excellence in providing his
services.

PENAL PROVISIONS FOR WRONG PRE-CERTIFICATION

Under the Company Secretaries Act, 1980

The Second Schedule to the Company Secretaries Act, 1980 in clause

2 provides that where a PCS has certified or submitted in his name,
or in the name of his firm, a report of an examination of the matters
relating to company secretarial practice and related statements,
unless the examination of such statements has been made by him
or by a partner or an employee in his firm or by another PCS, he shall
be deemed to be guilty of professional misconduct.

Further, clauses 5, 6, 7 and 8 of the Second Schedule to the Company

Secretaries Act, 1980 provide that where a PCS while pre-certifying
any e-Form or document has failed to disclose a material fact known
to him in his report or statement, the disclosure of which is necessary in
making such report or statement or has failed to report on a material
mis-statement which is known to him or he has not exercised due
diligence, or is grossly negligent in the conduct of his professional
duties or fails to obtain sufficient information which is necessary
for expressing an opinion or its exceptions are sufficiently material
to negate the expression of an opinion, he would be deemed to
be guilty of professional or other misconduct under the provisions
of the Company Secretaries Act, 1980. In case there are any false
statements in any of the material particulars or there is omission of
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REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 5

any material fact in the form certified as correct by a Practicing

Company Secretary, he would be liable for disciplinary action for
professional or other misconduct under the provisions of the Company
Secretaries Act, 1980.

In view of the provisions of section 21B (3) of the Company Secretaries

Act, 1980, in case he is found guilty of professional or other misconduct
as mentioned in the second schedule to the Company Secretaries
Act, 1980, he will be liable for the following actions-

(a) Reprimand,

(b) Removal of name from the register of members permanently

or for such period as may be thought fit by the disciplinary
committee,

(c) Fine, which may extend to five lakh rupees.

Under the Companies Act, 2013

As per Section 398 of the Act read with rule 8(9) of the Companies
(Registration Officers and Fees) Rules, 2014, where any instance of
filing document, application or return, etc. containing a false or
misleading information or omission of material fact has been observed
which requires action under section 448 or section 449, the person
shall be liable under section 448 and 449 of the Act.

Further, Rule 8(10) of the Companies (Registration Officers and Fees)

Rules, 2014 also stipulates that without prejudice to any other liability,
in case of certification of any form, document, application or return
under the Act which contains wrong or false or misleading information
or omission of material facts or attachments by the person, the Digital
Signature Certificate of the concerned person shall be de-activated
by the Central Government till a final decision is taken in this regard.

Penal provisions under sections 447, 448 and 449 of Companies Act,
2013 & MCA circular (Circular No. 10/2014 dated 07.05.2014)

Section 447 of the Act (punishment for fraud) provides for severe
punishment. The Section contemplates that any person who is found
to be guilty of fraud, shall be punishable with imprisonment for a term
which shall not be less than six months but which may extend to ten
years and shall also be liable to fine which shall not be less than the
6 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

amount involved in the fraud, but which may extend to three times
the amount involved in the fraud.

The proviso thereunder stipulates that where the fraud in question

concerns public interest, the term for imprisonment shall not be less
than three years.

The second proviso to the Section clarifies that where the fraud
involves an amount which is not less than ten lakh rupees or one
percent of the turnover of the company, whichever is lower and does
not involve public interest, the person guilty of fraud shall be liable
for imprisonment for a term which may extend to five years or with
fine which may extend to fifty lakh rupees or with both.

The term ‘fraud’ for the purpose of this Section has been defined in
the Explanation contained in the Section.

As per section 448 of the Act (punishment for false statement), save
as otherwise provided in the Act, if in any return, report, certificate,
financial statement, prospectus, statement or other document
required by, or for, the purposes of any of the provisions of this Act or
the rules made thereunder, any person makes a statement, –

(a) which is false in any material particulars, knowing it to be

false; or

(b) which omits any material fact, knowing it to be material,

he shall be liable under section 447.

As per section 449 of the Act (punishment for false evidence) save
as otherwise provided in the Act, if any person intentionally gives
false evidence -

(a) upon any examination on oath or solemn affirmation,

authorised under this Act; or

(b) in any affidavit, deposition or solemn affirmation, in or about

the winding up of any company under this Act, or otherwise
in or about any matter arising under this Act,

he shall be punishable with imprisonment for a term which shall not

be less than three years but which may extend to seven years and
with fine which may extend to ten lakh rupees.
Background of E-Form PAS-6

The introduction of e-form PAS-6 by the MCA is in pursuance to

sub-rule (8) of Rule 9A which was amended vide the Companies
(Prospectus and Allotment of Securities) Third Amendment Rules,
2019 with effect from 30th September, 2019.

E-form PAS-6 is concerned with the filing of the reconciliation

of the share capital audit report on a half-year basis of unlisted
public companies. The objective of this audit report is to identify
any difference observed in the issued capital and the capital held
in dematerialised form of a public company. Rule 9A(8A) of the
Companies (Prospectus and Allotment of Securities) Rules, 2014
provides that the concerned companies shall bring immediately to
the notice of the Depositories any difference observed in its issued
capital and the capital held in dematerialised form.

MCA vide notification dated 10th September 2018, introduced

Rule 9A to the Companies (Prospectus and Allotment of Securities)
Rules, 2014 through the Companies (Prospectus and Allotment of
Securities) Third Amendment Rules, 2018 for issue of securities in
dematerialized form by unlisted public companies effective from
2nd October 2018. The above rule corresponds to Section 29 of
the Companies Act, 2013.

MCA vide General Circular G.S.R. 376(E). dated 22nd May, 2019
came up with the requirement of Reconciliation of Share Capital
Audit Report on half-yearly basis pursuant to sub-rule (8) of Rule 9A
of the Companies Prospectus and Allotment of Securities) Rules, 2014
and has issued Companies (Prospectus and Allotment of Securities)
Third Amendment Rules, 2019 with effect from 30th September,
2019 in substitution of sub-rule (8) which provided that the audit
report provided under Regulation 55A of the SEBI (Depositories and
Participants) Regulations 1996 shall be submitted by the unlisted

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8 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

company on a half-yearly basis to the RoC under whose jurisdiction

the registered office of the company is situated.

According to Rule 9A(8) of the Companies (Prospectus and Allotment

of Securities) Rules, 2014, every unlisted public company shall submit
Form PAS-6 duly certified by a Company Secretary in practice or
Chartered Accountant in practice to the RoC within 60 days from
the conclusion of each half year.
On 28th November 2019, MCA clarified that the time limit to file PAS-6
without additional fees for the half year ended on 30th September,
2019 would be 60 days from the date of deployment of the PAS-6
on the website of the MCA.
On 15th July 2020, MCA has deployed the form for filing within 60
days. Accordingly, the last date for filing the Form PAS-6 for the half-
year ended on 30th September, 2019 shall be 13th September, 2020.

PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE

THEREUNDER
The Companies Act, 2013

Section 29 of the Companies Act, 2013 read with Rule 9A of the of

the Companies (Prospectus and Allotment of Securities) Rules, 2014
provides that in case of every unlisted public company, the securities
shall be held or transferred only in dematerialised form in the manner
laid down in the Depositories Act, 1996 and the regulations made
thereunder.

Every holder of securities of an unlisted public company, who

subscribes to any securities of such company on or after 2nd
October, 2018 shall ensure that all his existing securities are held in
dematerialised form before such subscription.

Section 29 of the Companies Act, 2013 is reproduced as follows : -

Public Offer of Securities to be in Dematerialised Form
29. (1) Notwithstanding anything contained in any other provisions
of this Act,–
(a) every company making public offer; and
(b) such other class or classes of companies as may be prescribed,
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 9

shall issue the securities only in dematerialised form by complying

with the provisions of the Depositories Act, 1996 (22 of 1996) and the
regulations made thereunder.
(1A) In case of such class or classes of unlisted companies as may
be prescribed, the securities shall be held or transferred only in
dematerialised form in the manner laid down in the Depositories Act,
1996 and the regulations made thereunder.
(2) Any company, other than a company mentioned in sub-section
(1), may convert its securities into dematerialised form or issue its
securities in physical form in accordance with the provisions of this
Act or in dematerialised form in accordance with the provisions of
the Depositories Act, 1996 and the regulations made thereunder.

The Companies (Prospectus and Allotment of Securities) Rules, 2014

The Companies (Prospectus and Allotment of Securities) Rules, 2014

has been enacted by the Central Government in exercise of powers
conferred under Sections 26, 27, 28, 29, 31, 39, 40 and 42 read with
Section 469 of the Companies Act, 2013. They came into force on
the 1st day of April, 2014.

Rule 9 of the said rules provides for the dematerialisation of securities,

while Rule 9A provides for issue of securities in dematerialised form
by unlisted public companies was inserted vide the Companies
(Prospectus and Allotment of Securities) Third Amendment Rules, 2018
dated 10th September, 2018. Sub-rule (8) to Rule 9A was substituted
vide the Companies (Prospectus and Allotment of Securities) Third
Amendment Rules, 2019 dated 22 May, 2019 to be effective from
30th September 2019 to provide for submission of e-form PAS-6 by
unlisted public companies.

Rule 9 of The Companies (Prospectus and Allotment of Securities)

Rules, 2014 is reproduced as follows:

9. Dematerialisation of securities

The promoters of every public company making a public offer of any

convertible securities may hold such securities only in dematerialised
form:

Provided that the entire holding of convertible securities of the

10 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

company by the promoters held in physical form up to the date of

the initial public offer shall be converted into dematerialised form
before such offer is made and thereafter such promoter shareholding
shall be held in dematerialized form only.

Rule 9A of The Companies (Prospectus and Allotment of Securities)

Rules, 2014 is reproduced as follows:

9A. Issue of securities in dematerialised form by unlisted public

companies –

(1) Every unlisted public company shall -

(a) Issue the securities only in dematerialised form; and

(b) Facilitate dematerialisation of all its existing securities

in accordance with provisions of the Depositories Act, 1996 and

regulations made thereunder.

(2) Every unlisted public company making any offer for issue of any
securities or buyback of securities or issue of bonus shares or rights offer
shall ensure that before making such offer, entire holding of securities
of its promoters, directors, key managerial personnel has been
demateriarised in accordance with provisions of the Depositories
Act, 1996 and regulations made thereunder.

(3) Every holder of securities of an unlisted public company,–

(a) who intends to transfer such securities on or after 2nd October,

2018, shall get such securities dematerialised before the
transfer; or

(b) 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 facilitate dematerialisation

of all its existing securities by making necessary application to a
depository as defined in clause (e) of sub-section (1) of section 2
of the Depositories Act, 1996 and shall secure International Security
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 11

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 of India or Depository from time to time with respect to
dematerialisation 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 buy-back its securities or issue
any bonus or right 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 and the Securities and Exchange
Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 shall apply mutatis mutandis to dematerialisation
of securities of unlisted public companies.
(8) 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 sixty days from the
conclusion of each half year duly certified by a company secretary
in practice or chartered accountant in practice.
(8A) The company shall immediately bring to the notice of the
depositories any difference observed in its issued capital and the
capital held in dematerialised form.
12 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

(9) The grievances, if any, of security holders of unlisted public

companies under this rule shall be filed before the Investor Education
and Protection Fund Authority.
(10) The Investor Education and Protection Fund Authority shall initiate
any action against a depository or participant or registrar to an issue
and share transfer agent after prior consultation with the Securities
and Exchange Board of India.
(11) This rule shall not apply to an unlisted public company which is:
(a) a Nidhi;
(b) a Government company or
(c) a wholly owned subsidiary.
Brief Analysis of the Relevant
Provisions of the Applicable Law

The Companies Act, 2013

Section 29 of the Act corresponds to Section 68B of the Companies

Act, 1956. Section 29 of the Act was notified with effect from 12th
September, 2013.

The Notes on clauses to the Companies Bill, 2011 provided that the
clause was intended to provide that a public company making
public offer and such other class or classes of companies as may
be prescribed shall issue the securities only through dematerialised
form. Other companies may issue securities in physical form or in
dematerialised form.

Section 29(1A) was introduced through the Companies (Amendment)

Act, 2019 effective from 15th August, 2019 to provide, inter alia, that
in the case of such class of unlisted companies as may be prescribed,
securities shall be held or transferred only in dematerialised form in
the manner laid down under the Depositories Act, 1996 and the
regulations made thereunder.

Section 29 which begins with a non-obstante clause and overrides

anything contained in any other provision of the Act read with Rule 9
of the Companies (Prospectus and Allotment of Securities) Rules, 2014
provides that every company making a public offer and such other
classes of companies as prescribed in the above rules shall issue the
securities only in dematerialized form by complying with the provisions
of the Depositories Act, 1996 and the regulations contained therein.

Rule 9A of the Companies (Prospectus and Allotment of Securities)

Rules, 2014

Rule 9A was introduced to the Companies (Prospectus and Allotment

of Securities) Rules, 2014 vide the Companies (Prospectus and
13
14 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Allotment of Securities) Third Amendment Rules, 2018 dated 10th

September, 2018.

Rule 9A sets out the provisions relating to issue of securities by

unlisted public companies in dematerialised form and for facilitating
dematerialisation of all the existing securities issued by such
companies. Rule 9A came into force on 2nd October, 2018.

Every holder of securities of an unlisted public company, who

subscribes to any securities of such company on or after 2nd
October, 2018 shall ensure that all his existing securities are held in
dematerialised form before such subscription.

The relevant provisions under discussion apply to a public company.

Section 2(71) of the Act provides that ‘public company’ means a
company which is not a private company. The provisions relating
to minimum paid-up share capital have been omitted in the Act.
Proviso to Section 2(71) of the Act provides that a company which
is a subsidiary of a company, not being a private company, shall be
deemed to be public company for the purposes of this Act even
where such subsidiary company continues to be a private company
in its articles. Accordingly, the provisions of Section 29 of the Act and
Rule 9A will apply mutatis mutandis to such deemed to be public
company.

Rule 9A(1)(a) provides that every unlisted public company shall

issue the securities only in dematerialized form. Accordingly, w.e.f
2nd October, 2018 no unlisted public company can issue securities
in physical form as earlier.

Rule 9A(1)(b) provides that every unlisted public company shall also
facilitate dematerialization of all its existing securities. Accordingly,
w.e.f 2nd October, 2018 every unlisted public company has to also
facilitate dematerialisation of all its existing securities. It is pertinent
to note that both the activities i.e. the issue as well the facilitation
of dematerialisation is focused not on equity shares or preference
shares but on securities which is a wide term. Further, where an
unlisted public company has various types of securities then such
company would be required to facilitate dematerialisation of all its
existing securities and not just the particular class of security for which
the issue is proposed.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 15

The manner of compliance of the responsibility laid down in

Rule 9A(1)(b) has been provided in Rule 9A(4) by stating that
every unlisted public company shall facilitate dematerialisation
of all its existing securities by making necessary application to a
depository as defined in clause (e) of sub-section (1) of section 2
of the Depositories Act, 1996 and shall secure International Security
Identification Number (ISIN) for each type of security and shall
inform all its existing security holders about such facility. Hence,
facilitating the dematerialisation of all its existing securities would
require the company to obtain ISIN for each type of security
separately.

A Depository is a facilitator for holding of securities in the

dematerialised form and an enabler for securities transactions. It
is observed that two duties have been cast upon the Company
for this purpose. Firstly the duty to apply for ISIN and secondly
the duty to inform all its existing security holders about the
dematerialisation facility. It is also important to observe that
twice the words ‘shall’ have been used in Rule 9A(4) and also
that the word ‘shall’ has also been used in Rule 9A(1) and hence
the compliance requirement for an unlisted public company to
make an application to secure ISIN for each type of its securities
is a mandatory requirement.

ISIN may be obtained by the company from National Securities

Depository Limited (hereinafter referred to as the ‘NSDL’) or Central
Depository Services (India) Limited (hereinafter referred to as the
‘CDSL’) or both. ISIN is a unique 12 digit identification number.

Rule 9A(2) provides that every unlisted public company shall ensure
that the entire holding of securities of three classes of persons i.e.
promoters, directors and key managerial personnel have been
dematerialised in accordance with provisions of the Depositories
Act, 1996 and regulations made thereunder before making any
offer for –

(a) issue of any securities, or

(b) buy-back of securities, or

16 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

(c) issue of bonus shares

(d) rights offer

Accordingly, it is very much clear that three classes of security holders

have to compulsorily dematerialise their holdings in an unlisted
public company if such company proposes to make any offer for
issue of securities or buyback of securities or issue of bonus shares or
rights offer. It is also observed that the Rules impact not only issue
of securities or bonus shares or rights issue but also for buyback of
securities.

Further, where any promoter, director or key managerial personnel

in an unlisted public company holds various types of securities then
they are required to compulsorily dematerialise their entire holding
of securities and not just the particular class of security for which the
issue or buyback is proposed.

Rule 9A(3)(a) provides that 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 dematerialised before
the transfer.

Rule 9A(3)(b) provides that every holder of securities of an unlisted

public company who intends to subscribe 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.

While Rule 9A(1) casts the obligation on the unlisted public

company whereas Rule 9A(2) casts the obligation both on the
Company as well as select class of security holders i.e. promoters,
directors and key managerial personnel and whereas Rule 9A(3)
casts the obligation on concerned security holder of the company
who is intending to transfer his securities or subscribe to securities
of such company .

Rule 9A(5) provides that 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
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 17

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 of India or Depository from time to time with respect to
dematerialisation of shares of unlisted public companies and
matters incidental or related thereto.

Rule 9A(6) provides that no unlisted public company which has

defaulted in compliance of Rule 9A(5) shall make offer of any
securities or buyback its securities or issue any bonus or right shares
till the payments to depositories or registrar to an issue and share
transfer agent are made.

Rule 9A(7) provides that except as provided in Rule 9A(8), the

provisions of the Depositories Act 1996 the Securities and Exchange
Board of India (Depositories and Participants) Regulations, 2018
and the Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulations, 1993 shall apply
mutatis mutandis to dematerialisation of securities of unlisted
public companies.

Rule 9A(8) provides that every unlisted public company governed

by Rule 9A shall submit Form PAS-6 to the Registrar with such fee as
provided in Companies (Registration Offices and Fees) Rules, 2014
within sixty days from the conclusion of each half year duly certified
by a company secretary in practice or chartered accountant in
practice.

The existing Rule 9A(8) and Rule 9A(8A) was introduced by substituting
the earlier Rule 9A(8) vide the Companies (Prospectus and Allotment
of Securities) Third Amendment Rules, 2019 dated 22nd May 2019.
This has come into force w.e.f. 30th September, 2019. The format
of Form PAS-6 was introduced by the aforesaid amendment rules,
however the e-form was not deployed. Accordingly, the MCA vide
18 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

General Circular No. 16/2019 dated 28th November, 2019 provided

that the time limit for filing Form PAS-6 without additional fees for
the half-year ended on 30th September, 2019 will be sixty days from
the date of deployment of this form on the website of the MCA.
Subsequently Form PAS-6 was deployed on the website of the MCA
on 15th July, 2020.

The first period for which the Form PAS-6 needs to be filed is half-year
ended on 30th September, 2019 and the relevant due date for such
Form PAS-6 is sixty days from the date of deployment of the Form PAS-
6, i.e., 13th September, 2020 which is sixty days from 15th July, 2020.

It is noted that no such extension has been granted specifically for

the second period i.e. half-year ended on 31st March, 2020 for which
the due date was 30th May, 2020. However, since the e form PAS-
6 has been deployed on 15th July, 2020 hence it is suggested that
relevant due date for such Form PAS-6 is also sixty days from the date
of deployment of the Form PAS-6, i.e., 13th September, 2020 which
is sixty days from 15th July, 2020.

Subsequently the Form has to be filed within sixty days from the
conclusion of each half year. It is clarified that Form PAS-6 has to be
filed for each type of security, viz., equity and preference.

Rule 9A(8A) provides that the company shall immediately bring to

the notice of the depositories any difference observed in its issued
capital and the capital held in dematerialised form. It is clarified that
since Form PAS-6 has to be filed for each type of security, hence the
difference in issued capital and capital held in dematerialised form
has to be checked with respect to each security.

The Depositories Act, 1996

It is also important to note the following pertinent provisions of

Depositories Act, 1996:

As per Section 20 of the Depositories Act, 1996 whoever contravenes

or attempts to contravene or abets the contravention of the provisions
of the Act or any regulations or bye-laws made thereunder shall be
punishable with imprisonment for a term which may extend to ten
years, or with fine which may extend to twenty five crore rupees, or
with both.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 19

Sub-section (1) of Section 21 of the Depositories Act, 1996 provides

that where an offence under the Act has been committed by a
company, every person who at the time the offence was committed
was in charge of, and was responsible to, the company for the
conduct of the business of the company, as well as the company,
shall be deemed to be guilty of the offence and shall be liable to
be proceeded against and punished accordingly.

The proviso to Sub-section (1) of Section 21 of the Depositories Act,

1996 states that nothing contained therein shall render any such
person liable to any punishment provided in this Act, if he proves
that the offence was committed without his knowledge or that he
had exercised all due diligence to prevent the commission of such
offence.

Further Sub-section (2) of Section 21 of the Depositories Act, 1996

provides that notwithstanding anything contained in sub-section
(1) of the Depositories Act, 1996 where an offence under the Act
has been committed by a company and it is proved that the
offence has been committed with the consent or connivance
of, or is attributable to any neglect on the part of, any director,
manager, secretary or other officer of the company, such director,
manager, secretary or other officer shall also be deemed to be
guilty of the offence and shall be liable to be proceeded against
and punished accordingly.
Methodology for
Carrying Out Verification

It would be advisable that the PCS requests the company for access
to various documents and books including the Memorandum and
Articles of Association of the company, Annual Reports for the last
two to three years, Register of Members/ debenture holders, various
statutory and other registers, the Minutes Books, copies of forms
and returns filed with the RoC which he considers essential for the
purpose of verification. The reasons, if any, for delays in demat,
difference in capital, etc., may be stated by the PCS at the relevant
places. If the scope of work required to be performed is restricted
on account of limitations imposed by the client or on account of
circumstantial limitations (such as certain books or papers being in
custody of another person or Government Authority) such constraints
or limitations should be appropriately mentioned in the e-form.

SCOPE OF CERTIFICATE
The scope of the certificate would comprise the following:

a. Tallying of

• Total issued capital

• Total paid-up capital

• Total admitted capital with both the Depositories (NSDL/

CDSL)

b. Updation of Register of Members (ROM).

c. Confirmation of dematerialisation requests within 21 days.

d. Shares pending confirmation for more than 21 days from the

date of requests and reasons for delay, if any.

20
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 21

e. Furnishing details of changes in share capital (due to rights,

bonus, private placement, buyback, capital reduction,
amalgamation, de merger, etc.)

The e- form relates only to share capital (equity and preference) and
not with respect to debts (debentures, bonds etc.).

If the company has equity shares with multiple ISIN’s, reconciliation

has to be done for each ISIN.

The PCS should also check:

(i) Whether Registrar’s Certificate with SEBI is renewed or not.

(ii) Whether there is any delay/defect with registrar in completing

demat work.

(iii) Whether any intimation is due to be given to depositories.

(iv) Whether certificates received for demat have been destroyed

after confirming demat requests.

(v) Whether any wrong confirmation of demat requests is given;

if so financial impact of such errors.

In the course of the verification, if the PCS comes across any Forms,
resolutions etc., not filed with Registrar of Companies then the
same should be brought to the notice of the management of the
Company for compliance. For example, if the company has altered
its authorized or paid-up share capital and has not filed necessary
Forms with Registrar of Companies, then the same need not be
reflected in the certificate, but should be brought to the notice of
the management of the company.

PCS certifying the e-form has to conduct a diligent verification /

examination of the relevant registers, books and records maintained
by the company and Registrars and Share Transfer Agents. Similarly,
the Issuer Company and concerned Registrars and Share Transfer
Agents shall facilitate and make it convenient for a PCS to have
access to all necessary registers, records and books maintained in
this connection.
22 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Steps to be taken by professional while conducting the audit for

reconciliation of share capital of unlisted public company

S. No. Particulars Compliance

1. Reconciliation to be done for Details of changes in the share

the Issued Capital at the start capital in the form of Rights,
of the audit period (i.e. half Bonus, Private placement, ESOPs,
year) and Issued Capital at Amalgamation, Conversion,
the end of the audit period Buyback, Capital Reduction,
(i.e. end of half year) after Forfeiture and others
accounting for the changes
which have happened during
the half year

2. Issued Capital which is Trea t this a s the Op ening

dematerialised and those held Balance
in physical form

3. Was there any new request To reduce this from the shares
for dematerialisation received held in physical form
during the audit period for
dematerialisation of shares.

4. Was there any demat requests, If yes, kindly mention the reason
confirmed after 21 days and
the total no. of demat requests
pending beyond 21 days.

5. Details of shares held by

promoters, directors and KMPs
both in physical mode and
demat mode

6. Whether the Company has If yes, then the Company shall

made default regarding the not make offer of any securities
payment of fees / deposit to or buyback its securities or issue
depositaries or RTA any bonus or right shares till the
payments to depositories or
registrar to an issue and share
transfer agent are made.

Note: Please see table below as to how to carry out reconciliation.

REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 23

PROCEDURE FOR DOING THE RECONCILIATION

(WORKING SHEET)

Total admitted capital as on ............................... (here give as on 1st

day of the half year)

S. No. Particulars Electronic Physical Total

1 Opening balance of issued and

admitted capital

2 Add fresh issue mention details NIL

of issue below the table

3 Less capital reduced due to buy NIL

back, reduction of capital

4 Less demated from physical

5 Add rematerialised shares

6 Total issued and admitted

capital

7 Closing figures as per depository

8 Difference (6-7) should be NIL

DOCUMENTS TO BE VERIFIED / EXAMINED

1. Documents
1.1 Appointment letter.
1.2 Certified copy of memorandum and articles of association.
1.3 Latest audited account(s).
1.4 Letter of intent / Master Creation Form submitted to depository.
1.5 Confirmation letter from depositories for admission of shares
for demat (which also gives ISIN).
1.6 Copy of latest annual return filed with the Registrar of
Companies.
1.7 Copy of e-Form No. PAS -3 filed with Registrar of Companies
for allotment of shares.
1.8 Copy of e-Form No.SH-7 filed with Registrar of Companies for
change in authorized share capital.
24 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

1.9 Return of buy-back of shares filed with Registrar of Companies.

1.10 Certified copy of the resolution passed by the Board for

forfeiture and re-issue of forfeited shares.

1.11 Certified copy of the NCLT order and e-Form INC 28 filed with
Registrar of Companies for reduction of capital.

1.12 Certified copy of the order issued by NCLT for Amalgamation

Scheme / Restructuring and e-Form INC 28 filed with Registrar
of Companies.

2. Registers

2.1 Minutes of board meeting and general meeting.

2.2 Register of Members.

2.3 Register of Demat / Rematerialisation.

2.4 Beneficiary details furnished by Depositories.

3. DRF form and Correspondence with the client

4. Annual Report of the company

Terminology

Securities is defined in Section 2(81) of the Act to mean the securities

as defined in clause (h) of section 2 of the Securities Contracts
(Regulation) Act, 1956 (hereinafter referred to as the ‘SCRA’). Section
2(h) of the SCRA provides that ‘securities’ include –

(i) shares, scrips, stocks, bonds, debentures, debenture stock

or other marketable securities of a like nature in or of any
incorporated company or other body corporate;

(ia) derivative;

(ib) units or any other instrument issued by any collective

investment scheme to the investors in such schemes;

(ic) security receipt as defined in clause (zg) of section 2

of the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002;

(id) units or any other such instrument issued to the investors

under any mutual fund scheme;

(ii) Government securities;

(iia) such other instruments as may be declared by the

Central Government to be securities; and

(iii) rights or interest in securities;

Issuer Company means any company making an issue of securities.

Authorised capital means the number and par value, of each

class of shares that an enterprise may issue in accordance with its
instrument of incorporation. This is also referred to as the nominal or
face value of the shares, which the company is authorised to issue
by its Memorandum of Association.

25
26 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Issued Capital means the portion of the authorised share capital,

which has actually been offered for subscription. This includes any
bonus shares allotted by the corporate enterprise.

Paid-up Capital: The reference to the Paid-up Capital is similar to the

reference provided in the Companies Act. As per Section 2(32) of
the said Act, ‘paid-up capital’ or ‘capital paid-up’ includes capital
credited as paid-up.

Paid-up Capital means that part of the subscribed share capital for
which consideration in cash or otherwise has been received. This
includes any bonus shares allotted by the corporate enterprise.

Admitted Capital: Admitted Capital refers/relates to the quantum

of securities, which are admitted for getting dematerialised into the
Depository.

Accordingly, a company before dematerialising the Shares will

have to make an application to the respective Depositories
after filling a ‘Master Creation Form’ (MCF) giving the various
salient features of the securities, which are to be admitted into
the Depository. The quantum of shares, which are admitted into
the Depository for the first time based on the Master Creation
Form submitted by the Company, is verified by the respective
Depositories.

ISIN refers to the International Standard Identification Number. This

is unique for each security issued by a Company. The ISIN number is
allocated by NSDL and CDSL.

Distinctive Numbers: Shares issued in physical form have a unique

number, which is called distinctive number. Generally the last
distinctive number indicates the total issued/paid-up capital.
Additional capital, if any, raised by the company will have the
distinctive number in a continuous manner after the last distinctive
number originally issued.

Updation of Register of Members (ROM)

The updation of ROM means recording the details of the present

registered holder for a given Certificate, which has been issued by
the Company. Technically, when a transfer takes place from Mr.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 27

A to Mr. B, the ROM is updated so that the shares which were in

the Folio number of Mr. A are now reflected in the Folio number of
Mr. B. Similarly, when shares are received for dematerialisation from
Mr. A, the shares are debited to the Folio of Mr. A and credited to
the Folio of NSDL/CDSL.

27
28 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

CHECKLIST
E-form No. PAS – 6

Reconciliation of Share Capital Audit Report (Half-yearly)

[Pursuant to Section 29 of the Companies Act, 2013 and

Rule 9A of the of Companies (Prospectus and Allotment of
Securities) Rules, 2014]

Sl. Item Source of Information / Remarks

No. Documents to be Checked

1(a) C o r p o r a t e Company Master Data at C I N a v a i l a b l e

Identification the MCA website at MCA website
No. (CIN) ‘www.mca.gov.in’
Certificate of Incorporation

2(a) Name of the Certificate of Incorporation On clicking the pre-

Company fill button, system
Memorandum of Association
shall automatically
Automatic through Pre-fill display the name.
option
Check the correct-
ness of name getting
pre-filled as per the
records of the com-
pany.

2(b) Address of the Automatic through Pre-fill On clicking the pre-

R e g i s t e r e d option fill button, system
Office of the shall automatical-
Check:
Company ly display the regis-
(i) the Memorandum of tered office address.
Association
Check the correct-
(ii) e-Form No. 18/ INC ness of the address
22 (Notice of situation or getting pre-filled as
change of situation of per the records of
registered office) the company.

(iii) MCA website

(iv) Check the letterhead

/Website used by the
company.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 29

2(c) Email id of the Automatic through Pre-fill Ensure that valid

company option or option to write e-mail ID is entered.
manually
(i) Check the letterhead
/Website used by the
company.

2(d) Phone No. of Option to write manually if Ensure that valid

the company required Phone no. of the
company is entered.
(i) Check the letterhead
/Website used by the
company.

3. ISIN Check the classes of shares There shall be sep-

issued and numbers of ISIN’s arate ISIN for each
issued to the company type of security.
from weekly reports given
by depositories / letters
/ correspondence with
depositories.
Verify the letter of Depository
allocating International
Securities Identification
Number to the securities of
the company.
From the concerned
depository website.
Agreement with Depository.

4. Period of Filing Half Year i.e. (a) from 1st The first e-form shall
April to 30th September be w.r.t the half year
and (b) from 1st October ended on 30th Sep-
to 31st March of every year. tember, 2019.
The second e-form
shall be w.r.t the half
year ended on 31st
March, 2020.
Subsequently, the
e-form shall be filed
for each half year
ending on 30th Sep-
tember and 31st
March of every year
irrespective of the
financial year of the
company.
30 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

5. Details of the Company

(a) I s s u e d Register of Members Details should be

Capital - filled up as on the last
Last Audited Financial
date of the reporting
N u m b e r o f Statement
period.
Shares and
Returns of Allotment
percentage Issued Capital should
of Total Issued Minutes of Board meetingsnot exceed the Au-
Capital thorised Capital of
Minutes of general meetings
the Company for
Master Data at the MCA each type of secu-
website rity.

Authorised Capital Clause The issued capital of

of the Memorandum of each type of security
Association forms the base of au-
dit for further verifica-
tion and reporting.

Admitted Capital:
check the details of
shares informed to
depositories, check
whether the same
information is given
to both the deposi-
tories or if there is any
discrepancy.

(b) Held in Dema- Register of Members All the Registers must

terialised form be updated.
Beneficiary Shareholding
in CDSL- Num-
Details Representation /
ber of Shares
Certificate may be
and percent- Register of Dematerialisation
taken from the Com-
age of Total
Issued Capital Register of Rematerialisation pany/ Registrar and
Share Transfer Agent,
Request the Issuer / RTA wherever required.
to furnish a report giving
the total number of
Shares which have been
dematerialised as held
under CDSL.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 31

The total shares de-

materialised, tech-
nically should be
equivalent to the to-
tal number of Shares
held in NSDL/CDSL/
Depository Folio as
reflected in the ROM.

Though the certifi-

cate relates dema-
terialisation, PCS also
needs to verify rema-
terialisation for the
purpose of ensuring
that ROM is updated
upon rematerialisa-
tion.

(c) Held in Dema- Register of Members All the Registers must

terialised form be updated.
Beneficiary Shareholding
in NSDL - Num-
Details Representation /
ber of Shares
Certificate may be
and percent- Register of Dematerialisation
taken from the Com-
age of Total
Issued Capital Register of Rematerialisation pany/ Registrar and
Share Transfer Agent,
Request the Issuer / RTA wherever required.
to furnish a report giving
t h e t o t a l n u m b e r o f The total shares de-
Shares which have been materialised, tech-
dematerialised as held nically should be
under NSDL. equivalent to the to-
tal number of Shares
held in NSDL/CDSL/
Depository Folio as
reflected in the ROM.

Though the certifi-

cate relates dema-
terialisation
32 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

PCS also needs to

verify rematerialisa-
tion for the purpose
of ensuring that ROM
is updated upon re-
materialisation.

(d) Held in Phys- Register of Members All the Registers must

ical form be updated.
Register of Dematerialisation
- Number of
Representation /
Shares and Register of Rematerialisation
Certificate may be
percentage
Request the Issuer/RTA to taken from the Com-
of Total Issued
furnish a report giving the pany/ Registrar and
Capital
total number of shares, Share Transfer Agent,
which are held by the wherever required.
Investors in physical form

(e) Total No. of Automatic through Pre- Total of the shares

shares - Num- fill option on the basis of shown in the Ben-
ber of Shares information provided in eficiary Position of
and percent- 5(b), 5(c) and 5 (d). NSDL, CDSL and the
age of Total Distribution Sched-
Request the Issuer/RTA to
Issued Capital ule (Physical Mode)
furnish a report giving the
must be equal to
integrity check for the total
total issued and paid
Capital in the Register of
up share capital of
Members (ROM).
the company with
respect to each type
of security.

6. Reasons for Proper reason to be T h e d i f f e r e n c e s

difference in mentioned explaining the could arise on ac-
5(a) and 5(e) difference. count of the follow-
ing :
(i) Verify the total Capital,
the PCS may ask the Issuer (a) Distinctive master
to furnish a report giving creation form / Reg-
reference of the first and ister of Member has
last distinctive numbers been updated but
available in the Master. The confirmation have
last distinctive number would not been given elec-
indicate the total available tronically or vice-ver-
Capital as per the ROM/ sa for Demat/ Remat;
Master Creation Form.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 33

(ii) Sample checks can be (b) Excess confirma-

carried out for a few of the tion given in the De-
dematerialized requests pository.
received and confirmed
This may happen
by the RTA to ensure
where a DP has gen-
that those Certificates
erated two Demat
have been moved and
Requests for the
updated on the ROM and
same set of Certifi-
stands reflected in the
cates, which has also
NSDL / CDSL/Depository
been confirmed by
Folio.
the Company/RTA
(iii) Request the Issuer/RTA
(c ) U nsu b sc rib ed
to furnish a reconciliation
portion of any issue
statement from the NSDL
which has not been
and CDSL Server as at the
cancelled by the
end of the last day of the
Company.
Quarter giving the total
number of Shares in the (d) Others
respective Depositories
as held by the various
beneficiary holders of the
Company.

(iv) The Shares moved in

NSDL/CDSL/ Depository
Folio should be equal to
the total number of Shares
held in NSDL and CDSL.
In case of difference, if
any, explanation has to
be sought from the Issuer/
RTA. The differences could
arise on account of the
following :

(a) Distinctive master

creation form / ROM
updated but confirmation
not given electronically
or vice-versa Demat/
Remat.
34 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

(b) Excess confirmation

given in the Depository.
This may happen where
a DP has generated two
Demat Requests for the
same set of Certificates,
which through oversight
has been confirmed by the
Company/RTA.

(v) Check the Beneficiary

Position received by the
Company/ RTA from
NSDL and CDSL as at the
beginning & end of the
quarter.

(vi) Check the Distribution

Schedule maintained by
the Company/ RTA for the
shares held in the physical
mode as at the beginning
& end of the quarter.

(vii) Check that the total

of the shares shown in the
Beneficiary Position of NSDL,
CDSL and the Distribution
Schedule (Physical Mode)
tally with the total Paid -
up Share Capital of the
Company.

Notes :

(1) For the purpose

of carrying out the
reconciliation, the PCS
should insist and obtain the
Reconciliation statement
generated from NSDL/CDSL
server and not consider
the beneficiary position
downloaded by the
depositories.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 35

(2) Check that the issued

capital is equal to or
less than the Authorised
Capital.

(3) Check that the paid-up

capital is equal to or less
than the Issued Capital.

(4) Check that the Admitted

Capital is equal to or
less than the Paid-Up
Capital.

7. Details of changes in share capital during the half-year under

consideration

Rights Register of Members Compliances relat-

ing to corporate ac-
- No. of Shares Returns of Allotment
tions to be checked
- Whether Inti- D e t a i l s o f B e n e f i c i a r y from the records.
mated to NSDL Holding Changes in share
Last Audited Financial capital arises due
Whether Inti- to various corporate
Statement
mated to CDSL actions being Rights,
Minutes of Board meetings
Bonus Bonus, Private Place-
Minutes of General ment, ESOPs, Amal-
- No of Shares meetings gamation Conver-
- Whether Inti- Communications with the sion, Buy Back and
mated to NSDL Depository Forfeiture.

Whether Inti- Communications with the

mated to CDSL RTA
Orders passed by Court,
National Company Law
Tribunal, Regional Director.
Forms filed at the MCA
portal
Master Data at the MCA
website
36 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Private Place- (i) Check minutes of Board

ment meetings, committee
meetings and general
- No of Shares
me tings to ascertain
- Whether Inti- any change (increase or
mated to NSDL decrease) in the capital.

Whether Inti- (ii) In case of increase of

mated to CDSL capital through Rights
Issue, ESOPs, Bonus Issue,
Preferential Allotment of
ESOPs shares, check that

- No of Shares (1) the resolution passed in

the General Meeting,
- Whether Inti-
mated to NSDL (2) resolution for allotment
of shares passed in the
Whether Inti-
Board Meeting,
mated to CDSL
(3) the effect of increase of
share capital is reflected in
the Register of Members,
A m a l g a m a - and necessary Forms etc.
tion Conver- filed with the Registrar of
sion Companies.

- No of Shares (iii) In case of reduction of

capital by way of Buy Back of
- Whether Inti- shares, Forfeiture of shares,
mated to NSDL Scheme of Arrangement,
Reduction of Capital u/s.
Whether Inti-
66 of the Companies Act,
mated to CDSL
2013,check that:
Buy Back
(1) the resolution is passed
- No of Shares in the General Meeting,

- Whether Inti- (2) resolution passed in

mated to NSDL the Board Meeting and
order(s) passed by National
Whether Inti-
Company Law Tribunal
mated to CDSL
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 37

Capital Re- (iv) In case of further

rduction issue of shares (Where a
Company has obtained an
- No of Shares
ISIN and admitted Shares
- Whether Inti- in dematerialised form,
mated to NSDL for any additional Capital
issued):
Whether Inti-
mated to CDSL (a) Check the ‘Master Cre-
ation Form’ submitted by
Forfeiture the Issuer Company to the
- No of Shares Depositories for admission
of shares for Dematerialisa-
- Whether Inti- tion to ascertain the num-
mated to NSDL ber of shares and distinctive

Whether Inti- numbers, which would be

mated to CDSL available for demateriali-
sation.
Any Other
(b) Obtain the letter of
- No of Shares confirmation received from
NSDL & CDSL for admission
- Whether Inti-
of share capital for Dema-
mated to NSDL
terialisation and ensure that
Whether Inti- the same number of shares
mated to CDSL and distinctive numbers
are admitted as applied in
‘Master Creation Form’. Un-
til both these requirements
are in place, the shares
even if allotted can be re-
tained only in physical form
by the respective allottees.
(v) Check should also be on
consolidation/ subdivision
of shares/ conversion of
debt instrument into shares
etc., consequent change
in number of shares-
effect on shares held in
depositories.
38 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

8. Details of shares held by

Promoters - No Register of Directors and Total column will be

of Shares in KMPs automatically filled
Demat, Phys- upon addition of
Register of Members
ical and Total Demat and Physical
Returns of Allotment column
Directors - No
of Shares in D e t a i l s o f B e n e f i c i a r y
Demat, Phys- Holding
ical and Total
Declarations given by
K M P s - N o Directors, Promoters, Key
o f S h a r e s i n Managerial Personnel
Demat, Physi-
cal and Total

9. ( a ) W h e t h e r Register of Members All the Registers must

the Register be updated.
Register of Dematerialisation
of Members is
Date can be select-
updated Register of Rematerialisation
ed from drop down
(b) If No, the D e t a i l s o f B e n e f i c i a r y option.
d a t e u p t o Holding
which it has
been updated Status of pending requests
of dematerialisation and
transfers of shares

(i) Check that the request

for physical transfer of
shares, request for dema-
terialisation of shares re-
ceived during the quarter
has been given effect to
in the Register of Members
maintained by the com-
pany or RTA. A random
sampling method may be
adopted in case a com-
pany has received large
number of application for
transfer/dematerialisation
of shares.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 39

(ii) Check records of the

Share Transfer Committee
Meeting/ Board Meeting
in relation to approval
for dematerialisation/
rematerialisation of shares,
where company has
direct connectivity with
depositories and in those
cases where the company
has practice to do so
though the work may have
been assigned to RTA.

Note:
(i) Format of Register
of Members (ROM) has
been Prescribed under
Rule 3 of the Companies
(Management and
Administration) Rules, 2014
and a company is required
to maintain ROM under
Section 88(1)(a) of the
Companies Act, 2013.
(ii) It may be noted that the
RTA is required to maintain
details of beneficiaries,
and the name of the
depositories appear in the
Register of Members as an
ostensible owner.
(iii) Generally, ROM is
maintained in electronic
form. Normally in a
database of ROM, certain
critical fields are indexed
which would facilitate
verification of the specific
record. For e.g. the fields,
which are normally indexed
are Certificate number,
Distinctive number, Folio
number and the name of
the shareholder:
40 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

(a) A query made on a

Certificate number will
disclose the details of the
Certificate which has been
issued.

(b) A query made on

a Distinctive number
will disclose details of
the Certificate number
pertaining to that Distinctive
number which has been
issued.

(c) A query made on a Folio

number will disclose all the
details of the Certificates
including distinctive
numbers, which are held
under that Folio.

(d) A query made on the

name of a shareholder
with ROM is maintained in
electronic form. Normally in
a database of ROM, certain
critical fields are indexed
which would facilitate
verification of the specific
record. e.g. the fields,
which are normally indexed
are certificate number,
Distinctive number, folio
number and the name of
the shareholder.

10. Whether there Register of Members

were demate-
Register of Dematerialisation
rialized shares
in excess in Register of Rematerialisation
the previous
half-yearly Details of Beneficiary
period Holding
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 41

11. Has the com- Register of Members

pany resolved (for the next quarter)
the matter
Register of Dematerialisation
mentioned in
(for the next quarter)
point no. 10
above in the Register of Rematerialisation
Current half- (for the next quarter)
year Details of Beneficiary Holding
(for the next quarter)
Communications between
the Company and the RTA
and the Depository
(i) PCS may seek the
information/ letter of
representation in this regard
from the management of
the company and report
in the certificate.
(ii) Previous Annual returns,
Annual reports and RTA
Reports.

12. Mention the Register of Members I n c a se o f dela y

total no. of beyond the pre-
Register of Dematerialisation
demat re- scribed time, the
quests, if any, Register of Rematerialisation RTA to confirm the
confirmed reasons for delay.
after 21 days Details of Beneficiary The delay could be
and the total Holding on account of differ-
no. of demat Specific Confirmation to be ence in signatures,
r e q u e s t s obtained from the RTA omission to attach
pending be- physical certificates
yond 21 days (i) Check that the requests not matching of the
with the rea- for dematerialisation of details provided and
sons for delay shares received by the other reasons.
company or RTA during
the quarter have been
given effect to within 21
days of the request. If any
discrepancy is noticed
the same should be
mentioned in the audit
report along with the
reason.
42 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

(ii) If requests received are

in large numbers (where
the physical verifications
of the same would take
time) the same can be
checked by random
sampling.
(iii) Check that Depositories
maintain history file, from
which Company/ RTA can
take printout of demat
requests made during the
quarter showing date of
DRN (date of request) and
confirmation date on their
server.

The gap between DRN

date and confirmation
date shall not be more
than 21 days.

(iv) Check whether there

are any demat requests
received during the quarter
and which are pending
confirmation beyond 21
days as on the date of
the certificate. If there are
any such cases, the same
should be stated with the
reasons for the delay in
confirmation. The PCS
while carrying out the audit
should take an exception
report where there has
been delay for the request
which has been confirmed
beyond period of 21 days
of the generation of the
request. The fault may be
on the part of the DP in
verifying and releasing the
request within 24 hrs and/
or delay in dispatch of
documents to the issuer/RTA
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 43

whereby the documents

may have been received
beyond the period of five
days from the generation of
the request. The exception
report should mention the
reasons for the delay.

(v) Check whether any

demat request pending for
more than 21 days needs
to be rejected on the
depositories system. if not
rejected, get them rejected
or mention in the certificate
that request requiring
attention for rejection have
not been rejected.

Note:

(i) The 21 days period for

giving effect to the request
for dematerialisation is
reckoned from the date of
the request as generated
by the Depository
Participants upon entering
particulars of shares
submitted for demat in
the server of Depositories.

(ii) The DP generating a

d e m a t re q ue s t ha s t o
complete the process of
verification and releasing
the said request. It is
normally expected that the
DP will verify and release
the request within 24 hrs.

Demat Request Form

(DRF) thereafter alongwith
the physical Certificate is
posted/ couriered to the
concerned issuer/RTA.
44 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Allowing further five days for

receipt of the documents
by the issuer/RTA, the
processing and confirmation
of request by the RTA should
not take more than 14 days
from the date of receipt of
the documents.

13. Details of Form DIR 12/DIR 32 filed by This information is to

Company the Company be provided only
Secretary of when a Company
Membership Details at the
the Company, Secretary has been
website of the Institute –
if any: appointed in the
www.icsi.edu
Company on the
PAN, Name,
ECSIN of the Company date of filing this
Membership
Secretary at the website Form.
no, Address,
ecsin.icsi.edu
Email, Tele- The details filed in
phone No. Form DIR 12 should
match with mem-
bership details at
the ICSI website and
ECSIN should also
match as per the
records of the ICSI.

14. Details of CA/ M e m b e r s h i p a n d The details should

CS certifying Certificate of Practice match with mem-
this form: Details at the website of
bership data of
the concerned Institute
Name, Ad- ICSI
and as provided by the
dress, E Mail,
Professional as per the
Telephone No.
records of the Institute

15. Whether there Agreement between the The Company can

is appoint- Company and RTA appoint a common
ment of com- agency to carry out
Fees paid to RTA
mon agency the share registry
for share reg- Communications between work or have an in-
istry work the Company and the RTA house Arrangement.
It is not necessary to
compulsorily appoint
an RTA.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 45

16. Any other de- Professional may

tails that the provide the de-
professional tails as they want,
signing this but in consultation
form may like with the Company,
to provide: such as remarks like
Bonus under process,
Demat under pro-
cess, etc.
Frequently Asked Questions (FAQs)
on E-form PAS-6

Q 1. What is the intent behind introduction of Form PAS-6?

Ans: The key purpose of Form PAS-6 is to undertake reconciliation of

number of securities issued (share certificate / demat credit) matches
/ does not match with issued / paid-up capital. It attempts to ensure
that there is no excess credit of securities as compared to the issued
number of securities and that demat process is done in timely manner.

Q 2. What are the provisions relating to filing of Form PAS-6?

Ans: As per Section 29(1) of the Companies Act, 2013 “Notwithstanding

anything contained in any other provisions of this Act, (a) every
company making public offer,; and (b) such other class or classes
of companies as may be prescribed; shall issue the securities only
in dematerialised form by complying with the provisions of the
Depositories Act, 1996 and the regulations made thereunder.”

Further as per Section 29(1A) of the Companies Act, 2013, “In case of
such class or classes of unlisted companies as may be prescribed, the
securities shall be held or transferred only in dematerialised form in the
manner laid down in the Depositories Act, 1996 and the regulations
made thereunder.”

The class of companies are prescribed in Rule 9A of the Companies

(Prospectus and Allotment of Securities) Rules, 2014, i.e., unlisted
public companies. Rule 9A(8) of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 states that every unlisted public
company shall submit Form PAS-6 with the Registrar of Companies
by paying such fees as prescribed in Companies (Registration Offices
and Fees) Rules, 2014 within sixty days from the conclusion of each half
year duly certified by a company secretary in practice or chartered
accountant in practice.

46
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 47

The Form is required to be filed for the half year ended on 30th
September 2019 and 30th March every year. Form PAS-6 has been
deployed at MCA website on 15th July 2020 and is required to be
filed within 60 days from the said date.

Q 3. If a company has multiple securities, does it need to file multiple

Form PAS-6?

Ans: Yes, Rule 9A of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 is applicable for each class of security and in
Form PAS-6 only one ISIN can be entered. Hence for multiple types
and classes of securities, multiple forms are required to be filed. Form
PAS-6 is devised ISIN wise and not Company wise. Hence, a company
is required to file Form PAS-6 for each ISIN issued.

Q 4. Can a company obtain ISIN now and file Form PAS-6 for Half
years ending 30th Sept 2019 and 31st March 2020?

Ans: Form PAS-6 is to be filed only after obtaining ISIN. A company

can file the Form for the half year ending September 30, 2019 and
March 31, 2020 after obtaining the ISIN now.

Q 5. Which provisions of the Act and / or rules made thereunder are

to be examined while certifying Form PAS-6 by a professional?

Ans: Certification of the Form is not only about the data filled in Form
PAS-6 but also about the entire Companies Act, 2013, Depositories
Act, 1996 and all Rules in respect of dematerialisation of Securities.
Hence, compliances of Section 29 of the Companies Act, 2013, Rule
9A of the Companies (Prospectus and Allotment of Securities) Rules,
2014, Depositories Act, 1996 and Regulations made thereunder which
are related to subject matter of Form PAS-6 will have to be examined
and reported.

Q 6. Which class of companies are required to file Form PAS-6?

Ans: All unlisted public companies and subsidiary of public companies

are required to file Form PAS-6. However Government companies,
wholly owned subsidiaries and Nidhi companies although being
unlisted public companies, are not required to file Form PAS-6.

It is important to note that as per Section 2(52) of the Companies

48 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Act, 2013 a ‘listed company’ means a company which has any of its
securities listed on any recognized stock exchange. The Companies
(Amendment) Bill, 2020, which has been passed by the Lok Sabha
and Rajya Sabha proposes to insert a proviso in this section which
can enable the Central Government to exempt, in consultation with
SEBI, certain class of companies, which have listed or intend to list
certain class of securities, from being considered as listed companies.

Once the amendment in Section 2(52) becomes effective and the

Central Government prescribes Rules in this regard, many companies
might get classified into the category of ‘unlisted public companies’,
which are currently not considered to be ‘unlisted public companies’.

Q 7. Is Rule 9A of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 applicable for (a) unlisted public company but
debt is listed, or (b) private company but debt is listed or (c) unlisted
public company and debt is unlisted?

Ans: Rule 9A of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 is applicable only for unlisted public companies.
As per Section 2(52) of the Companies Act, 2013, a ‘listed company’
means a company which has any of its securities listed. Hence, if
debt security is listed, then such company (public or private) will
not be covered in Rule 9A of the Companies (Prospectus and
Allotment of Securities) Rules, 2014. If debt as well as equity is unlisted,
and company is public company, then Rule 9A of the Companies
(Prospectus and Allotment of Securities) Rules, 2014 is applicable.

It is important to note the abovementioned proviso (as mentioned in

answer to Q6 above) which is proposed to be inserted in Section 2(52)
of the Companies Act, 2013 (in definition of listed company). Once
this amendment in Section 2(52) becomes effective and the Central
Government prescribes in this regard, this answer may change.

Q 8. Whether debt listed companies need to submit Form PAS-6?

Ans: As on date of this document, debt listed company is a listed

company under the provisions of Companies Act, 2013. Therefore,
there is no need to file Form PAS-6 with ROC. However, pursuant to
the proposed amendment in Section 2(52) of the Companies Act,
2013 (as explained in Q6 and Q7 above), this answer may change.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 49

Q 9. Can debt listed public companies issue, transfer or hold equity

shares in physical form?

Ans: Debt listed companies are covered under Chapter IV of SEBI

(LODR) Regulations, 2015. Since debt listed public companies are
not covered under Rule 9A of the Companies (Prospectus and
Allotment of Securities) Rules, 2014, and they are also not covered
under Regulation 40 of SEBI (LODR) Regulations, 2015 , there is no
restriction on debt listed companies (public or private) to issue equity
shares in physical form.

However, pursuant to the proposed amendment in Section 2(52) of

the Companies Act, 2013 (as explained in Q6 and Q7 above) the
compliances be carried out accordingly.

Q 10. If a company has obtained ISIN but some security holders have
not converted their securities into demat form, is it a non-compliance
of Section 29 of the Companies Act, 2013 or Rule 9A of the Companies
(Prospectus and Allotment of Securities) Rules, 2014 and whether the
same is to be qualified in Form PAS-6?

Ans: If Company has made intimation about ISIN and facility available
for demat to all security holders as per Rule 9A(4) of the Companies
(Prospectus and Allotment of Securities) Rules, 2014, then Company
has complied on its part. No time period is prescribed for converting
existing securities into demat unless until any issue of securities or buy
back of securities happens at Company level or any security holder
approaches the Company for transfer of shares. However such
companies have to file half yearly returns and have to mention that
the securities are held by the members in physical form only.

Q 11. If preference shares / debentures are due for redemption, can

they be redeemed in physical form? Is Form PAS-6 to be filed for
securities fully redeemed during half year?

Ans: There is no restriction on redemption of securities in demat form

and hence redemption can be done in physical form. If securities
are fully redeemed as on end of half year, then ISIN should be
extinguished by making application to the Depository. In such case,
Form PAS-6 cannot be filed. However, as on the last date of the half
year i.e. September 30th or March 31st if the ISIN is still in existence
50 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

but preference shares / debentures were redeemed, then Form

PAS-6 is required to be filed and the redemption of preference
shares / debentures may be mentioned in the form by way of an
attachment that the redemption has taken place and the ISIN is
being extinguished.

Q 12. Can a company reject transfer of securities lodged in physical

form? Whether to mention anything about it in Form PAS-6?

Ans: As per Rule 9A(3)(a) of the Companies (Prospectus and

Allotment of Securities) Rules, 2014, it is obligation of security holder
to convert securities into demat form before lodging for transfer. If
the physical securities are lodged for transfer, company should reject
such transfers. If company has approved such transfer, then checking
of Updation of Register of Members would reveal this and this can be
considered as subject matter of Form PAS-6. It is a non-compliance
and has to be mentioned in Form PAS-6.

Q 13. If some securities (held by persons other than promoters,

directors and KMP of Company) are in physical form only, can
company never do buy-back / issue new shares?

Ans: If entire holding of its promoters, directors, KMPs is in Demat

Form, then buy back can be initiated by the company even if some
securities are in physical form and buy back can be done even of
those securities which are in physical form. However, in case of issue
of securities, the allotment of new shares can be done only in demat
mode.

Q 14. If a company gives buy-back offer, then whether holders of

physical securities cannot tender for buy-back? Whether to mention
the same in Form PAS-6?

Ans: As per Rule 9A(3) of the Companies (Prospectus and Allotment

of Securities) Rules, 2014, a security holder is under an obligation to
convert securities into demat before lodging the same for transfer or
before subscribing to new shares. There is no obligation on holders
other than Promoters, Directors & KMP to convert into demat form
before tendering for buy-back. In fact for listed companies also, SEBI
has clarified vide Circular dated 31st July, 2020 that shareholders
holding shares in physical form are allowed to tender shares in buy-
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 51

back. There is no non-compliance on part of company and hence

no need to mention in Form PAS-6.

Q 15. Whether mandatory demat is required for Compulsory

Convertible Debentures also, which would surely get converted into
equity shares? Whether Form PAS-6 is to be filed for CCD?

Ans: CCDs fall under the definition of ‘Securities’ and Rule 9A of the
Companies (Prospectus and Allotment of Securities) Rules, 2014 is
applicable. Hence the Company is under obligation to facilitate
demat by obtaining ISIN. Rule 9A(8) of the Companies (Prospectus
and Allotment of Securities) Rules, 2014 states that every unlisted
public company governed by this Rule shall file Form PAS-6 However,
Rule 9A(8A) of the Companies (Prospectus and Allotment of
Securities) Rules, 2014 speaks about difference observed in issued
capital and capital held in demat form. Hence, ambiguity arises as
to whether Form PAS-6 is to be filed for debentures or not. But it is
recommended that Form PAS-6 is required to be filed even for CCDs.

Q 16. If a company does bonus issue, how to deal with physical

security holders and Form PAS-6?

Ans: Company can keep the bonus entitlements of physical security

holders in escrow demat account which can be credited only when
they convert their existing holding into demat form.

Q 17. In what scenarios can there be difference in issued capital and

total of shares held in physical plus demat?

Ans: The difference may arise in following scenarios:

• Issue (offer) made by company – but pending for allotment

• Issued but not subscribed capital

• Allotment done but corporate action form with depositories

not yet filed

• Issued but forfeited shares

Q 18. What documents can be relied upon by PCS while certifying

Form PAS-6?

Ans: PCS may verify following documents while certifying Form PAS-6:
52 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

• Balance Sheet

• BENPOS of past half year and current half year – with details
of shareholders

• Screenshots of NSDL & CDSL holding in company

• Find out from Register of Members how many are in physical

mode (can be matched through folios) and tally it with total
paid-up capital

• Register of Members [new allotment/ transfers]

• Board resolutions passed, Form PAS-3 filed with MCA,

Representation made by the company

• PCS may search at MCA portal to be satisfied about all e-forms

filed by the company.

Q 19. What proofs should be taken to verify para 12 (within 21 days

demat credit) of Form PAS-6?

Ans: RTA provides list of demat requests received during half year –
which contains as follows:

• Lodgement date – when demat request was submitted with

Depository Participant

• RTA inward date – when RTA received from Depository

Participant – PCS can ask for Demat Request Forms (DRF) filed
by shareholder (with inward stamp of Depository Participant
as well as RTA) as proof

• Credit confirmation date – when demat credit was actually

given – PCS can ask for screenshot from software of RTA.

PCS should also check:

• Gap between lodgement date to RTA. Inward date should

not be more than 7 days [Regulation 74(4) of SEBI (Depositories
and Participants) Regulations, 2018]

• Gap between RTA inward date to credit confirmation date

should not be more than 15 days [Regulation 74(5) of SEBI
(Depositories and Participants) Regulations, 2018]
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 53

Q 20. What other records are to be verified while certifying Form

PAS-6?

Ans:

• Copies of Corporate Action Forms filed

• Copy of Register of Members maintained by RTA – check with

format as per MGT-1.

• Emails from NSDL, CDSL for Credit / Debit Corporate Actions

executed.

• Demat account statements of shareholders (if available) or

else BENPOS for previous and current half year end.

Q 21. Whether Form PAS-6 is to be filed for preference shares and

debentures also which might be issued long back?

Ans: Preference shares and Debentures fall under the definition of

Securities under section 2 (81) of the Companies Act, 2013. Rule 9A(8)
of the Companies (Prospectus and Allotment of Securities) Rules,
2014 provides that every unlisted public company shall file Form
PAS-6 for all of its securities. However, Rule 9A(8A) of the Companies
(Prospectus and Allotment of Securities) Rules, 2014 speaks about
difference observed in issued capital and capital held in demat
form. Hence, ambiguity arises as to whether Form PAS-6 is to be filed
for debentures or not. But it is recommended to file Form PAS-6 for
preference shares and for debentures also.

Q 22. If a company does rights issue, can it offer to physical security

holders? Whether it is to be mentioned in Form PAS-6?

Ans: As per Rule 9A(1)(a) of the Companies (Prospectus and Allotment

of Securities) Rules, 2014, company is under obligation to issue new
securities in demat form only. Hence, it can make rights offer to
physical security holders but with a disclaimer that their application
will be accepted only if they convert existing holding into demat
form and apply for new securities in demat form only.

Q 23. If a company has not yet obtained ISIN, can it file Form PAS-6?

Ans: ISIN is a mandatory field in Form PAS-6. Hence, if ISIN has not
54 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

been obtained, then Form PAS-6 cannot be filed, which will lead
to non-compliance of Rule 9A of the Companies (Prospectus and
Allotment of Securities) Rules, 2014.

Q 24. If Form PAS-6 is not filed by 13th September, 2020, would it be

covered under Company Fresh Start Scheme 2020 (CFSS)?

Ans: As per point (iii) of MCA circular dated 30th March, 2020 on
Companies Fresh Start Scheme, 2020, any defaulting company is
permitted to file belated documents which were due for filing on any
given date in accordance with the provisions of the said Scheme.
However, in the list published on MCA website for forms covered
under CFSS, Form PAS-6 is not covered. But as per prevailing practice,
if a ticket is raised with MCA enquiring the said issue, it has been
replied that Form PAS-6 is covered under CFSS.

Q 25. What is the first period for which the Form PAS-6 is required to
be filed?

Ans: Half Year ended on 30th September, 2019.

Q 26. What was the due date of filing the Form PAS-6 for the half year
ended on 30th September, 2019?

Ans: 13th September, 2020.

Q 27. What is the second period for which the Form PAS-6 has to be
filed?

Ans: Half Year ended on 31st March, 2020.

Q 28. What is the due date of filing the Form PAS-6 for the half year
ended on 31st March, 2020?

Ans: September 13, 2020

Q 29. Which are the class of companies to which Rule 9A of the

Companies (Prospectus and Allotment of Securities) Rules, 2014 does
not apply?

Ans: Rule 9A of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 does not apply to an unlisted public company
which is:
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 55

(a) a Nidhi company

(b) a Government company

(c) a wholly owned subsidiary

Rule 9A of the Companies (Prospectus and Allotment of Securities)

Rules, 2014 also does not apply to a private company.

Q 30. Is it necessary to file separate Form PAS-6 for each ISIN?

Ans: Yes, separate Form PAS-6 is to be filed for each ISIN. Each type
of security will have a separate ISIN.

Q 31. Who is authorized to certify Form PAS-6?

Ans: A Practicing Company Secretary or a Practicing Chartered

Accountant is authorized to certify Form PAS-6. This is over and above
the certification given by the Director, Manager, CS, CEO & CFO.

Q 32. Is there any limitation on PCS regarding number of certification

to be issued in respect of Form PAS-6?

Ans: There is no limit regarding number of certification to be issued

in respect of Form PAS-6 by a PCS.

Q 33. Is communication to previous professional required to be made

by a new PCS before certifying Form PAS-6?

Ans: There is no requirement to communicate to previous professional

by a new PCS while certifying Form PAS-6.

Q 34. Can an unlisted public company issue securities in physical

form?

Ans: No, an unlisted public company cannot issue securities in

physical form.

Q 35. Is it compulsory that entire holding of securities of its promoters,

directors, key managerial personnel of an unlisted public company
has to be dematerialised before such company makes any offer
for issue of any securities or buyback of securities or issue of bonus
shares or rights offer?

Ans: Yes.
56 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Q 36. Is it compulsory that in case of an unlisted public company the

transferor of shares or proposed subscriber of private placement or
bonus or rights offer has to get all his existing securities dematerialized
before such transfer or subscription?

Ans: Yes.

Q 37. Can an unlisted public company have its own in-house registry
system / share registry work instead of appointing a Share Transfer
Agent?

Ans: Yes.

Q 38. What will be the consequence if an unlisted public company is

non-working and do not want to take ISIN and further want to convert
into private company and has not filed Form PAS-6?

Ans: A company shall facilitate dematerialisation of securities and

communicate the same to its members. In case a company fails to
facilitate dematerialisation of its securities then the penal provisions
mentioned under section 450 of the Companies Act, 2013 shall be
applicable which is Rs.10,000 and continuing penalty of Rs.1000 per
day to the company and officer in default subject to maximum of
Rs.2,00,000 on the company and Rs.50,000 per officer in default.

Q 39. Whether Form PAS-6 is to be filed when no shareholder has done

demat of his shares until now however the company has facilitated
demat of shares?

Ans: Yes

Q 40. What would be the penalty on late filing if ISIN generation is

under process?

Ans: Penalty under section 450 of the Companies Act, 2013 will be
applicable. However, till 30 September, 2020 form may be filed
without additional fees and file Immunity Form under CFSS.

Q 41. What are the situations and circumstances in which point no.
10 and 11 of Form PAS-6 will be applicable to a company?

Ans: Point no. 10 and 11 will be relevant only in situations where

dematerialised shares were in excess like:
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 57

(i) Form PAS-3 filed earlier had error and therefore revised Form
PAS-3 filed subsequently as a result of which demat credit has
happened in excess of issued capital, or

(ii) Fraudulently corporate actions of higher capital created

without actually having that capital in books, etc.

Q 42. Whether UDIN is required to be generated for certification of

Form PAS-6?

Ans: It is not mandatory.

Q 43. Is filing of Form PAS-6 applicable to the subsidiary and step

down subsidiary of a listed company?

Ans: Exemption is available only to wholly owned subsidiary (WOS),

otherwise it is required to be complied with.

Q 44. What happens when the subsidiary and holding relationship

comes to an end in the middle of the Financial Year?

Ans: This compliance is required to be done for public company

whenever it becomes public company and remains public company
as on the date of closure of the financial year. In case a company
becomes a private company, it has a choice to continue its securities
in demat mode or otherwise.

Q 45. What are the consequences where such subsidiary is yet to

dematerlise its shares?

Ans: It can still do demat and file Form PAS-6 once demat is complete.
But the compliance has to be ensured on or before September 30,
2020.

Q 46. A Company Secretary was appointed in February, 2019 and

resigned in December, 2019. In the Form PAS-6 for half year ending
September, 2019, while filling the details of Company Secretary, error
message appears that “the Company Secretary is not associated
with the Company”. In this situation, should the form be processed
without mentioning Company Secretary details for September, 2019
half year in the Form PAS-6”.

Ans: In case of any technical difficulty being faced, the form may
58 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

be filed without mentioning the details of Company Secretary

and a clarification may be added to the Form PAS-6 by way of an
attachment.

Q 47. If in case of an unlisted public company where there are no

operations since 3 years and it is going to apply for closure of the
company shortly, is it necessary to convert the physical shares to
demat form and comply with the requirement of filing Form PAS-6?

Ans: Any company till the time it is existing, it shall ensure compliance
with the provisions of the Companies Act, 2013. As per Rule 9A(1)
(a) of the Companies (Prospectus and Allotment of Securities)
Rules, 2014, the company should facilitate dematerialization of its
securities and inform its members of the same. Since the company
is going to apply for closure then no transfer or issue of securities
may take place. Hence the members may or may not convert
their securities in demat mode. However the Company shall file
Form PAS-6 returns.

Q 48. Which amount should be mentioned in the issued capital

column if the issued capital is Rs.5,10,000 and paid-up share capital
is Rs.5,00,000 and all the shares are in the demat form with CDSL,
which are 98.04% of total issued capital then total did not tally in
point no.5 of Form PAS-6?

Ans: A company’s issued, subscribed and paid up capital may be

different. The entire issued capital may not have been subscribed and
then entire subscribed capital might not have been paid up. Hence
there may be a variance between issued and the capital subscribed
which may be either in demat mode or physical mode. In case there
is a difference between issued capital and the total capital, the same
may be explained. The purpose of Form PAS-6 is to ensure that the
total capital in demat mode and physical mode should not be in
excess of the total subscribed capital of the company. There is an
anomaly here. One may mention issued capital what it is.

Q 49. Whether Annual Fees and Security Deposit Fees paid to

Depository and RTA by the company is required to be checked
and confirmed as per Rule 9A(5) of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 while certifying Form PAS-6 by a
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 59

Practising Company Secretary? If yes, what supporting documents

are to be checked?

Ans: If there are any defaults w.r.t. Rule 9A(5) of the Companies
(Prospectus and Allotment of Securities) Rules, 2014, company cannot
issue shares, etc. and certificate which Company Secretary issues
needs to be looked at carefully.

Q 50. The field for “Issued Share Capital” in each of the form would
be against the specific ISIN or would be the total share capital of the
company, if there are 3 ISINs against Equity Shares, Class-A Equity
Shares and Preference shares?

Ans: Data of respective ISIN should be mentioned in respective Form

PAS-6. The intention is to allow one only one ISIN per security in the
Form. And a clarification may be attached with each Form PAS-6 as to
what is the consolidated issued and paid up capital of the company.

Q 51. Is ISIN mandatory for deemed public company having paid-up

capital of Rs.1 lakh with two shareholders only.

Ans: A company which is subsidiary of public company shall be

deemed to be public company and shall have 7 shareholders.
As per Rule 9A of the Companies (Prospectus and Allotment of
Securities) Rules, 2014 such unlisted public company shall facilitate
dematerialisation for all existing securities.

Q 52. What is the last date of filing of Form PAS-6 without late fees? Is
it 13th September, 2020 or 30th September, 2020?

Ans: Last date for filing Form PAS-6 with normal fee was 13th
September, 2020. However, form may be filed upto 30th September,
2020 with normal fee under CFSS.

Q 53. If an unlisted public company’s shares are not in demat form

as on 31st March, 2020, but later on in August, 2020, the process of
demat of shares was completed. In this case is the company required
to file Form PAS-6 for the period 1st April, 2019 to 30th September,
2019 and 1st October, 2019 to 31st March, 2020?

Ans: Yes, it is required to file Form PAS-6.

Q 54. If an unlisted company has both equity and preference shares,

60 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

and demat of equity shares were done but due to some reason demat
of preference shares could not be completed. In this case can Form
PAS-6 be filed for equity shares only?

Ans: Demat of preference shares is to be done by taking separate ISIN

and Form PAS-6 will have to be filed for both equity and preference
shares.

Q 55. A Company Secretary while trying to file Form PAS-6 for half
years September, 2019 and March, 2020 is getting pre-scrutiny error
as membership number is not associated with the company. How
should file Form PAS-6 be filed in such situation?

Ans: Check appointment related forms and other e-forms where

number was mentioned and see if there is any error. Raise ticket and
still if it is not resolved, try to file without Company Secretary details
and attach a clarification letter.

Q 56. Whether the provisions relating to Form PAS-6 are applicable

to wholly owned subsidiary private company of an unlisted public
company?

Ans: Subsidiary of a public company is public company. However,

WOS has been specifically exempted from Rule 9A of the Companies
(Prospectus and Allotment of Securities) Rules, 2014 so provisions
relating to Form PAS-6 are not applicable.

Q 57. In Form PAS-6 shareholding pattern of promoters, directors and

KMP is to be mentioned. What if promoters are also directors and
they hold 10,000 shares? Shall 10,000 shares in promoters category
and also 10,000 shares in directors category be mentioned? Will it
not be miscalculation?

Ans: You can mention in any one category and attach clarification.

Q 58. What is the penalty for delay in filing of Form PAS-6?

Ans: One time penalty of Rs.10,000 and for continuing default

Penalty of Rs.1000 per day on company and officer in default as per
section 450 of the Companies Act, 2013 will be applicable subject to
maxmum of Rs.2,00,000 on the Company and Rs.50,000 per officer
in default.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 61

Q 59. Whether Form PAS-6 is mandatory for unlisted government

companies exempted from demat?

Ans: A Government company is exempted under Rule 9A of the

Companies (Prospectus and Allotment of Securities) Rules, 2014
therefore filing of Form PAS-6 is not mandatory.
62 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

FORM NO. PAS-6 Reconciliation of Share

[Pursuant to sub-rule (8) of rule 9A Capital Audit Report
Companies (Prospectus and Allotment (Half-yearly)
of Securities Rules, 2014.)]

Form language English Hindi

Refer the instruction kit for filing the form.

1. (a) * Corporate Identification Number (CIN) Pre-Fill

2. (a) Name of the company

(b) Address of Registered

office of the company

(c) * Email id of the company

(d) Phone Number

3. * ISIN

4. * Period of Filing From To

5. * Details of Capital of Company

Percentage of Total
Number of shares
Issued Capital

(a) Issued Capital

(b) Held in dematerialised form in CDSL

(c) Held in dematerialised form in NSDL

(d) Held in Physical form

(e) Total No. of shares [(b) + (c) + (d)]

6. Reasons for difference in 5(a) and 5(e)

Page 1 of 4
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 63

7. Details of changes in share capital during the half-year under consideration as per Table below:

Whether intimated to Whether intimated to

Particulars No. of Shares
NSDL CDSL

Rights

Bonus

Private Placement

ESOPs

Amalgamation
Conversion

Buy back

Capital Reduction

Forfeiture

Any other (Please

Specify)

8. * Details of Shares held by:

Demat Physical Total

Promoters

Directors

KMPs

9 (a) * Whether the Register of Members is updated Yes No

(b) If no, the date upto which it has been updated

10. * Whether there were dematerialised shares in excess in the previous half-yearly period

Yes No
11. * Has the company resolved the matter mentioned in point no. 10 above in the Current half-year

Yes No

If no, give details and reasons thereof

Page 2 of 4
64 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

12. * Mention the total no. of demat requests, if any, confirmed after 21 days and the total no. of
demat requests pending beyond 21 days with the reasons for delay:

Total no. of demat

No. of requests No. of shares Reasons for delay
requests
Confirmed after 21
days
Pending for more
than 21 days

13. Details of Company Secretary of the Company, if any:

PAN

Name

Membership Number

Address

E-mail

Telephone No.

14. *Details of CA/CS certifying this form:

Name

Address

E-mail

Telephone No.

15. *Whether there is appointment of common agency for share registry work Yes No

16. Any other details that the professional signing this form may like to provide:

List of Attachments
Attachments

1. Optional Attachments, (if any). Attach

Remove attachment

Page 3 of 4
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 65

Verification

I am authorized by the Board of Directors of the Company vide resolution no * dated *

to sign this form and declare that all the requirements of Companies Act, 2013 (18 of 2013), the Depositories Act, 1996 (22
of 1996) and the rules/regulations made thereunder in respect of the subject matter of this form and matters incidental
thereto have been complied with. I also declare that all the information given herein above is true, correct and complete
including the attachments to this form and nothing material has been suppressed. It is hereby further certified that the
professional (Name and Type i.e. CA/CS) certifying this form has been duly engaged for this purpose.

*To be digitally signed by

Director or manager or secretary or CEO or CFO of the company

Designation

*DIN of the director; PAN of the Manager or CEO or CFO or

Membership number of the Company Secretary

Certificate by practicing professional

I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone
through the provisions of the Companies Act, 2013 (18 of 2013), the Depositories Act, 1996 (22 of 1996) and rules/
regulations made thereunder for the subject matter of this form and matters incidental thereto and I have verified the above
particulars (including attachment(s)) from the original records maintained by the Company

which is subject matter of this form and found them to be true, correct and complete and no information material to this form
has been suppressed. I further certify that:
a. The said records have been properly prepared, signed by the required officers of the Company and maintained as per
the relevant provisions of the Companies Act, 2013, and the Depositories Act, 1996 and were found to be in order;
b. All the required attachments have been completely and legibly attached to this form;
c. It is understood that I shall be liable for action under Section 448 of the Companies Act, 2013 for wrong certification, if
any found at any stage.

*To be digitally signed by

Chartered accountant (in whole-time practice) or

Company secretary (in whole-time practice)

*Whether associate or fellow Associate Fellow

*Membership number *Certificate of Practice number

Note: Attention is also drawn to provisions of section 448 of the Act which provide for punishment for false
statement and certification.

Modify Check Form Prescrutiny Submit

This eform has been taken on file maintained by the Registrar of Companies through electronic mode and
on the basis of statement of correctness given by the filing company.

Page 4 of 4
66 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

Table of Contents
About this Document .................................................................................................................................... 2
Part I – Law(s) Governing the e-Form ........................................................................................................... 2
Section and Rule Number(s) ..................................................................................................................... 2
Purpose of the eForm ............................................................................................................................... 4
Part II – Instructions to fill the eForm ........................................................................................................... 4
Specific Instructions to fill the eForm PAS-6 at Field Level ....................................................................... 4
Common Instructions to fill eForm ........................................................................................................... 6
Part III - Important Points for Successful Submission ................................................................................... 8
Fee Rules ................................................................................................................................................... 8
Processing Type ........................................................................................................................................ 8
SRN Generation......................................................................................................................................... 8
Email.......................................................................................................................................................... 8

1
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 67

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

About this Document

The Instruction Kit has been prepared to help you file eForms with ease. This
document provides references to law(s) governing the eForms, instructions to fill the
eForm at field level and common instructions to fill all eForms. The document also
includes important points to be noted for successful submission.

User is advised to refer instruction kit specifically prepared for each eForm.

This document is divided into following sections:

Part I – Laws Governing the eForm

Part II – Instructions to fill the eForm

Part III – Important Points for Successful Submission

Click on any section link to refer to the section.

Part I – Law(s) Governing the e-Form

Section and Rule Number(s)

Rule 9A: Issue of securities in dematerialised form by unlisted public companies:-

(1) Every unlisted public company shall -
(a) Issue the securities only in dematerialised form; and
(b) Facilitate dematerialisation of all its existing securities
in accordance with provisions of the Depositories Act, 1996 and regulations made there under
(2) Every unlisted public company making any offer for issue of any securities or buyback of
securities or issue of bonus shares or rights offer shall ensure that before making such offer, entire
holding of securities of its promoters, directors, key managerial personnel has been demateriarised in
accordance with provisions of the Depositories Act 1996 and regulations made there under.
(3) Every holder of securities of an unlisted public company, _

2
68 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

(a) who intends to transfer such securities on or after 2nd October 2018, shall get such securities
dematerialised before the transfer; or
(b) 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 facilitate dematerialisation of all its existing securities by
making necessary application to a depository as defined in clause (e) of sub-section (1) of section 2 of
the Depositories Act, 1996 and 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 dematerialisation 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 buyback its securities or issue any bonus or right 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) 3[Regulations, 2018] and the securities and
Exchange Board of India (Registrars to an Issue and share Transfer Agents) Regulations, 1993 shall
apply mutatis mutandis to dematerialisation of securities of unlisted public companies.
(8) 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 sixty days
from the conclusion of each half year duly certified by a company secretary in practice or chartered
accountant in practice.
(8A) The company shall immediately bring to the notice of the depositories any difference observed
in its issued capital and the capital held in dematerialised form.
(9) The grievances, if any, of security holders of unlisted public companies under this rule shall be
filed before the Investor Education and protection Fund Authority.
(10) The Investor Education and protection Fund Authority shall initiate any action against a
depository or participant or registrar to an issue and share transfer agent after prior consultation with
the securities and Exchange Board of India]
(11) This rule shall not apply to an unlisted public company which is:-
(a) a Nidhi;

3
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 69

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

(b) a Government company or

(c) a wholly owned subsidiary.]

Purpose of the eForm

Reconciliation of Share Capital Audit Report on half yearly basis.

Part II – Instructions to fill the eForm

Specific Instructions to fill the eForm PAS-6 at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields
that require detailed instructions to be filled in eForm are explained. Self-explanatory
fields are not discussed.
Sr. Section Field Name Instructions
No. Name
1 (a) CIN Enter a valid CIN .
You may find CIN by entering
existing registration number or name
of the company in the ‘Find CIN’
service available under the menu
MCA services available on the MCA
website.

Pre-fill button Click the Pre-fill button. System will

automatically display the name,
address of the registered office and
email ID.

In case there is any change in the

email ID, enter the new valid email
ID.

3 ISIN Enter ISIN. All information shall be

furnished for the half year ended 30th
September and 31st March in every
financial year for each ISIN
separately.

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70 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

Sr. Section Field Name Instructions

No. Name
5 Details of Capital of Company Enter the details of issued capital
number of shares along with
percentage of total issued capital.

Enter total number of shares which

are held in dematerialised form or
physical form.
7 Details of changes in share capital Enter details of changes in the share
during the half-year under capital in the form of Rights, Bonus,
consideration as per Table below Private placement, ESOPs,
Amalgamation, Conversion, Buyback,
Capital Reduction, Forfeiture and
others.
8 Details of Shares held by: Enter the details of shares held by
promoters, directors and KMPs in the
form of demat or physical.
12 Mention the total no. of demat Specify the details of number of
requests, if any, confirmed after 21 requests, number of shares and
days and the total no. of demat reasons for delay for requests
requests pending beyond 21 days confirmed after 21 days or requests
with the reasons for delay pending beyond 21 days.
13 Details of Company Secretary of the Enter PAN, name, membership
Company, if any; number and address of Company
Secretary of the Company.

14 Details of CA/CS certifying this form Enter name and address of CA/CS
certifying the form.

Attachments • Optional attachments, if any.

To be Enter the number and date of board resolution authorizing the signatory to sign
digitally and submit the eForm.
signed by
Ensure the eForm is digitally signed by the Director, Manager, CEO, CFO or
Company Secretary.

The person should have registered his/her DSC with MCA by using the
following link (www.mca.gov.in). If not already registered, then please
register before signing this form.

Disqualified director is not allowed to sign the form.

• In case the person digitally signing the e-Form is a Director - Enter the
approved DIN.

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REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 71

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

Sr. Section Field Name Instructions

No. Name
• In case the person digitally signing the e-Form is Manager, Chief
Executive Officer (CEO) or Chief Financial Officer (CFO) - Enter valid
income-tax PAN.
In case the person digitally signing the e-Form is Company Secretary - Enter
valid membership number in case of other than Section 8 company. In case of
Section 8 company and if designation selected as ‘company secretary’, either
membership number/ PAN shall be entered.

Certification Ensure the eForm is digitally signed by a Chartered Accountant or a Company

Secretary in whole-time practice.

Enter the details of the practicing professional and attach the digital signature.

Common Instructions to fill eForm

Buttons Particulars
The Pre-fill button can appear more than once in an eForm. The
button appears next to a field that can be automatically filled using
the MCA database.

Click this button to populate the field.

Pre-fill
Note: You are required to be connected to the Internet to use the
Prefill functionality.
Click this document to browse and select a document that needs to be
attached to the eForm. All the attachments should be scanned in pdf
format. you have to click the attach button corresponding to the
Attach document you are making an attachment.
In case you wish to attach any other document, please click the
optional attach button.
You can view the attachments added to the eForm in the List of
attachment field.
Remove Attachment To remove any attachment from the eForm, select the attachment
in the List of attachment field and click the Remove attachment
button.

Check Form 1. Click the Check Form button after, filling the eForm system
performs form level validation like checking if all mandatory fields

6
72 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

Buttons Particulars
are filled. System displays the errors and provides you an
opportunity to correct errors.
2. Correct the highlighted errors.
3. Click the Check Form button again and. system will perform
form level validation once again. On successful validations, a
message is displayed “Form level pre scrutiny is successful”.
Note: The Check Form functionality does not require Internet
connectivity.
The Modify button is enabled, after you have checked the
eForm using the Check Form button. To make changes to the filled
and checked form:
Modify
1. Click the Modify button. Make the changes to the filled eForm.
Click the Check Form button to check the eForm again.
After checking the eForm, click the Prescrutiny button. System
performs some checks and displays errors, if any.
Correct the errors. Click the Prescrutiny button again. If there are
no
Prescrutiny
errors, a message is displayed “No errors found.” The Prescrutiny
functionality required Internet Connectivity.

7
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 73

Instruction Kit for eForm PAS-6: Reconciliation of Share Capital Audit

Report (Half Yearly)

Part III - Important Points for Successful Submission

Fee Rules
S. Purpose of the Normal Fee Additional Fee Logic for Additional Remarks
No form (Delay Fee) Fees

Event Date Time

limit(days) for
filing

1. Reconciliation of The Companies (Registration of (All information 60 days from

Share Capital offices and Fees) Rules, shall be the date of
Audit Report 2014Annexure B furnished for the conclusion of
(Half-yearly) half year ended each half year
30th September
and 31st March
in every financial
year for each
ISIN separately)

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification
issued thereunder.

Processing Type
The form will be processed in STP mode.

SRN Generation
On successful submission of the eForm PAS-6, SRN will be generated and shown to the user which
will be used for future correspondence with MCA.

Email
When an eForm is completely processed by the authority concerned, an acknowledgement of the same,
if any is sent to the user in the form of an email to the email id of the company

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74 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Annexure I

Government of India
Ministry of Corporate Affairs
Notification
New Delhi, dated 28th April, 2014

G.S.R 297(E). In exercise of the powers conferred by sections 396,

398, 399, 403 and section 404, read with sub-sections (1) and (2) of
section 469 of the Companies Act, 2013 (18 of 2013), the Central
Government hereby makes the following rules to amend the
Companies (Registration Offices and Fees) Rules, 2014, namely:-

1. (l) These rules may be called the Companies (Registration Offices

and Fees) Amendment Rules, 2014.

(2) They shall come into force with effect from the 28th day of April,
2014.

2. In the Companies (Registration Offices and Fees) Rules, 2014 (herein

after referred to as the said rules), in rule 8, after sub-rule (11), following
sub-rule shall be inserted, namely:-

“(12) (a) The following e-forms filed by companies, other than one
person companies and small companies, under sub-rule (1) of rule 9,
shall be pre certified by the Chartered Accountant or the Company
Secretary or as the case may be the Cost Accountant, in whole-time
practice, namely:-

INC-2I, INC-22, INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT-14,

DIR-6, DIR-12, MR-1, MR-2, MSC-I, MSC-3, MSC-4, GNI-3, ADT-1. NDH-1,
NDH-2, NDH-3;

(b) The following e-forms filed by companies, other than one person
companies and small companies, under sub-rule (1) of rule 9, shall
be pre certified in the following manner, namely:-

(i) GNL-1 – optional pre-certification by the Chartered

Accountant or the Company Secretary or as the case may
be the Cost Accountant, in whole-time practice;
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 75

(ii) DPT-3 – certification by Auditors of the company;

(iii) MGT-10 – certification by a Company Secretary in whole-time

practice;

(iv) AOC-4- certification by a Chartered Accountant in whole-time

practice;

(c) E-form DIR-3 shall be filed along with attestation of photograph,

identity proof and proof of residence of the applicant by the
Chartered Accountant or the Company Secretary or as the case
may be the Cost Accountant, in whole-time practice.”

3. In the said rules, in rule 9, for sub-rule (1), the following sub-rule shall
be substituted, namely:-

“(1) The Central Government shall set up and maintain a secure

centralized electronic registry in which all the applications, financial
statement, prospectus, return, register, memorandum, articles,
particulars of charges, or any particulars or returns or any other
documents under the Act shall be filed and stored electronically.”

[F.No.1/5/2014-CL-V]
(Renuka Kumar)
Joint Secretary
76 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Annexure II

General Circular- 10/2014

F. No. MCA21/28/2014-E-gov

Government of India

Ministry of Corporate Affairs

‘A’ Wing, 5th Floor, Shastri Bhawan,

Dr. R P Road, New Delhi-110001.

Dated: 7-5-2014

To

All Regional Director

All Registrar of Companies

Sub: Certification of E Forms/non e-forms under the Companies Act,

2013 by the Practicing Professionals: regarding.

The Ministry has allowed registered Members of the professionals

bodies (the ICAI, ICSI and the ICOAI) to authenticate correctness and
integrity of documents being filed by them with the MCA in electronic
mode. Details of documents required to be certified have been given
in the notification dated 28/04/2014 available on the MCA portal.

2. In this regard attention is invited towards the requirement of

authentication of documents prescribed under the Companies
(Registration Offices and Fees) Rules, 2014 which elaborate on the
responsibility. Further, Rule 10 of ibid the Registrar is to examine a-forms
or non a-forms attached and filed with general forms on MCA portal
viz. to verify whether all the requirements have been complied with
and all the attachment to the forms have been duly scanned and
attached in accordance with the requirement of above said rules.

3. Where any instance of filing of documents, application or return

or petition etc. containing false or misleading information or omission
of material fact or incomplete information is observed, the Regional
Director or the Registrar as the case may be, shall conduct a quick
inquiry against the professionals who certified the form and signatory
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 77

thereof including an officer in default who appears prima facie

responsible for submitting false or misleading or incorrect information
pursuant to requirement of above said Rules; 15 days notice may be
given for the purpose.

4. The Regional Director or the Registrar will submit his/her report in

respect of the inquiry initiated, irrespective of the outcome, to the
E-Governance cell of the Ministry within 15 days of the expiry of period
given for submission of an explanation with recommendation in
initiating action u/s 447 and 448 of the Companies Act, 2013 wherever
applicable and also regarding referral of the matter to the concerned
professional Institute for initiating disciplinary proceedings.

5. The E-Gov cell of the Ministry shall process each case so referred
and issue necessary instructions to the Regional Director/ Registrar
of Companies for initiating action u/s 448 and 449 of the Act
wherever prima facie cases have been made out. The E-Gov cell will
thereafter refer such cases to the concerned Institute for conducting
disciplinary proceedings against the errant member as well as debar
the concerned professional from filing any document on the MCA
portal in future.

6. The Registrar shall forward a fortnightly report to the concerned

Regional Director as well as to the E-Gov Division. Thereafter, the
Regional Director shall forward a consolidated report to the Joint
Secretary E-Governance Division on or before 7th of every month
as per the prescribed proforma (copy enclosed).

7. This issues with the approval of the Secretary.

Yours faithfully,
(KMS. Narayanan)
Assistant Director
23387263

1. PPS to Secretary

2. PPS to Additional Secretary

3. PPS to JS(R) / JS(B)/ JS(M)/ DII(UCN)/DII(BNH)

4. PS to DIR(AB)
78 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

PROFORMA FOR FORTNIGHTLY REPORT BY ROC

For the period from…..to…….

SL NO NAME OF THE MEMBER MEMBERSHIP DETAILS OF REMARKS

PROFESSIONAL OF THE NO / CP THE CASE
INSTITUTE NO.

PROFORMA FOR MONTHLY REPORT BY RD

FOR THE MONTH OF……………

SL NO NAME OF DETAILS MEMBERSHIP FACT OF REMARKS

THE ROC OF THE NO / CP THE CASE
PROFESSIONAL NO.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 79

Annexure III

Government of India
Ministry of Corporate Affairs
New Delhi

Notification

Dated 10th September, 2018

G.S.R. 853(E).– In exercise of the powers conferred by clause (b)

of sub-section (1) of section 29 read with sub-sections (1) and (2)
of section 469 of the Companies Act 2013(18 of 2013), the Central
Government hereby makes the following rules further to amend the
Companies (Prospectus and Allotment of Securities) Rules, 2014,
namely:-

1. Short title and commencement – (1) These rules may be called

the Companies (Prospectus and Allotment of Securities) Third
Amendment Rules, 2018.

(2) They shall come into force on the 2nd day of October, 2018.

2. In the Companies (Prospectus and Allotment of Securities) Rules,

2014, after rule 9, the following rule shall be inserted, namely:-

“9A. Issue of securities in dematerialised form by unlisted public

companies.-

(1) Every unlisted public company shall –

(a) issue the securities only in dematerialised form; and

(b) facilitate dematerialisation of all its existing securities in

accordance with provisions of the Depositories Act, 1996 and
regulations made there under.

(2) Every unlisted public company making any offer for issue of any
securities or buyback of securities or issue of bonus shares or rights offer
shall ensure that before making such offer, entire holding of securities
of its promoters, directors, key managerial personnel has been
demateriarised in accordance with provisions of the Depositories
Ac! 1996 and regulations made there under.
80 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

(3) Every holder of securities of an unlisted public company,–

(a) who intends to transfer such securities on or after 2nd October,

2018, shall get such securities dematerialised before the
transfer; or

(b) 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 herd in dematerialized form before
such subscription.

(4) Every unlisted public company shall facilitate dematerialisation

of all its existing securities by making necessary application to a
depository as defined in clause (e) of sub-section (1) of section 2
of the Depositories Act, 1996 and shall secure International security
Identification Number (ISIN) for each type of security and shall in-form
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 dematerialisation
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 buyback its securities or issue any
bonus or right shares till the payments to depositories or registrar to
an issue and share transfer agent are made.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 81

(7) Except as provided in sub-rule (s), the provisions of the Depositories

Act 1996′ the securities and Exchange Board of India (Depositories
and participants) Regulations, 1996 and the securities and Exchange
Board of India (Registrars to an Issue and share Transfer Agents)
Regulations, 1993 shall apply mutatis mutandis to dematerialisation
of securities of unlisted public companies.

(8) 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.

(9) The grievances, if any, of security holders of unlisted public

companies under this rule shall be filed before the Investor Education
and protection Fund Authority.

(10) The Investor Education and protection Fund Authority shall initiate
any action against a depository or participant or registrar to an issue
and share transfer agent after prior consultation with the securities
and Exchange Board of India.

[File No. 1/21/2013-CL-V]

(KVR Murty)
Secretary to the Government of India

Note:– The Principal rules were published in the Gazette of India,

Extraordinary, Part II, section 3, sub-section (i) vide notification number
G.S.R. 251(E), dated the 31st March, 2014 and were subsequently
amended vide number G.S.R’ 424(E), dated the 30th June, 2014 and
number G.S.R. 430 (E) dated the 7th May, 2018 and number G.S.R.
752 (E) dated the 7th August, 2018.
82 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Annexure IV

Government of India
Ministry of Corporate Affairs
Notification

New Delhi, the 22 May, 2019

G.S.R. 376(E).- In exercise of the powers conferred by section 26,

sub-section (1) of section 27, section 28, section 29, sub-section (2)
of section 31, sub-sections (3) and (4) of section 39, sub-section (6)
of section 40 and section 42 read with section 469 of the Companies
Act, 2013 (18 of 2013), the Central Government hereby makes the
following rules further to-amend the Companies (Prospectus and
Allotment of Securities Rules, 2014, namely –

1. Short title and commencement.- (1) These rules may be called

the Companies (Prospectus and Allotment of Securities) Third
Amendment Rules, 2019.

(2) They shall come into force with effect from 30th September, 2019.

2. In the Companies (Prospectus and Allotment of Securities) Rules.

2014(hereinafter referred to as the principal rules), in rule 9A,-

(i) in sub-rule (7), for the word and figures “Regulations, 1996”,
the word and figures “Regulations, 2018” shall be substituted;

(ii) for sub-rule (8), the following sub-rules shall be substituted,

namely:-

“(8) 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
sixty days from the conclusion of each half year duly certified
by a company secretary in practice or chartered accountant
in practice.

(8A) The company shall immediately bring to the notice of

the depositories any difference observed in its issued capital
and the capital held in dematerialised form.”.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 83

3. In the principal rules, in the ANNEXURE, after Form PAS-5, the

following Form shall be inserted, namely:-

“Form PAS – 6
Reconciliation of Share Capital Audit Report (Half-yearly)
‘Pursuant to sub-rule (8) of rule 9A
Companies (Prospectus and Allotment of Securities Rules, 2014.)
(All information shall be furnished for the hall year ended 30th
September and 31st March in every financial year for
each ISIN separately)
1. Corporate identity number (CI.N) of company:

2. (a) Name of the Company :

(b) Address .of the registered office:

(c) E-mail id, if any:

(d) Phone Number:

3. ISIN:

4. Period of filing: From: To:

5. Details of the capital of the company:

Number of Percentage
shares of Total Issued
Capital

(a) Issued Capital

(b) Held in dematerialised

form in CDSL

(c) Held in dematerialised

form in NSDL

(d) Held in physical form

(e) Total No. of shares [(b) +

(c) + (d)]
84 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

6. Reasons for difference in 5(a) and 5(e)

7. Details of changes in share capital during the half-year under

consideration as per Table below:

Particulars No. of Whether Whether

Share intimated to intimated to
NSDL CDSL

Rights

Bonus

Private Placement

ESOPs

Amalgamation

Conversion

Buyback

Capital Reduction

Forfeiture

Any Other (Pls. Specify)

8. Details of shares held by:-

Demat Physical Total

Promoters
Directors
KMP

9. (a) Whether the Register of Members is updated (Yes / No ):

(b) If not, the date upto which it has been updated:

10. Whether there were dematerialised shares in excess in the previous

half-yearly period (Yes/No ):

11. Has the company resolved the matter mentioned in point no. 10
above in the Current half-year? If not, reason why?
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 85

12. Mention the total no. of demat requests, if any, confirmed after 21
days and the total no. of demat requests pending beyond 21 days
with the reasons for delay:

Total No. of demat requests No. of No. of Reasons

requests shares for dalay
Confirmed after 21 Days
Pending for more than 21 Day

13. Name, Address, E-mail and Telephone No. of the Company

Secretary of the Company, if any :

14. Name, Address, E-mail, Telephone No. and Registration. no. of

the CA/CS certifying this form:

15. Whether there is appointment of common agency for share

registry work:

If yes (Name & Address):

16. Any other detail that the professional signing this form may like
to provide:

Verification

I am authorized by the Board of Directors of the Company vide

resolution no ……….. dated ……….. to sign this form and declare
that all the requirements of Companies Act, 2013 (18 of 2013), the
Depositories Act, 1996 (22 of 1996) and the rules/regulations made
thereunder in respect of the subject matter of this form and matters
incidental thereto have been complied with. I also declare that all
the information given herein. above is true, correct and complete
including the attachments to this form and nothing material has been.
suppressed. It is hereby further certified that the professional (Name
and Type i.e. C.A/CS) certifying this form has been duly engaged
for this purpose.

To be digitally signed by
Designation (to be given)
DIN of the person signing the form
86 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Certificate by practicing professional

I declare that I have been duly engaged for the purpose of

certification of this form. It is hereby certified that I have gone through
the provisions of the Companies Act, 2013 (18 of 2013), the Depositories
Act, 1996 (22 of 1996) and rules/regulations made thereunder for
the subject matter of this form and matters incidental thereto and I
have verified the above particulars (including attachment(s)) from
the original records maintained by the Company (name of the
company) which is subject matter of this form and found them to
be true, correct and complete and no information material to this
form has been suppressed. I further certify that:

a. The said records have been properly prepared, signed by

the required officers of the Company and maintained as per
the relevant provisions of the Companies Act, 2013 and the
Depositories Act, 1996 and were found to be in order;

b. All the required attachments have been completely and

legibly attached to this form;

c. It is understood that I shall be liable for action under Section

448 of the Companies Act, 2013 for wrong certification, if any
found at any stage.

Signature

Chartered Accountant/Company Secretary in practice (whether

Associate or Fellow) Membership No. and also CP No.

Note: This eform has been taken on file maintained by the Registrar of
Companies through electronic mode arid on the basis of statement
of correctness given by the filing company. Attention is also drawn
to provisions of Section 448 which provide for punishment for false
statement and certification.”

[File No. 1/21/2013-CL-V]

(K.V R. Murty)
Joint Secretary to the Government of India
Note: – The Principal rules were published in the Gazette of India,
Extraordinary, Part II, Section 3, Sub-section (i) vide notification number
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 87

G.S.R. 251(E), dated the 31st March, 2014 and were subsequently
amended:-

(1) Vide notification number G.S.R. 424(E), dated the 30th June,
2014;

(2) Vide notification number G.S.R. 430 (E) dated the 7th May,
2018;

(3) Vide notification number G.S.R. 752 (E) dated the 7th August,
2018;

(4) Vide notification number G.S.R. 853 (E) dated the 10th
September, 2018;

(5) Vide notification number G.S.R. 43 (E) dated the 22nd January,
2019; and

(6) Vide notification number G.S.R. 130 (E) dated the 19th
February, 2019.
88 REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6

Annexure V

General Circular No. 16/2019

F. No. 01/21/2013 CL-V

Government of India
Ministry of Corporate Affairs

5th Floor, ‘A’ Wing, Shastri Bhawan,

Dr. Rajendra Prasad Road, New Delhi-1.
Dated: 28-11-2019

To
All Regional Directors,
All Registrar of Companies,
All Stakeholders.

Subject: Extension of last date of filing of Form PAS-6– reg.

Sir,

This Ministry has received representations regarding extension of the

last date of filing of Form PAS-6 under rule 9A(8) of the Companies
(Prospectus and Allotment of Securities) Rules, 2014.

2. The matter has been examined and it is stated that the time limit
for filing Form PAS-6 without additional fees for the half-year ended
on 30.09.2019 will be sixty days from the date of deployment of this
form on the website of the Ministry.

3. This issues with approval of the competent authority.

Yours faithfully,

(KMS Narayanan)
Assistant Director (policy)

Copy to:–

1. E-Governance Section and web contents Officer to place

this circular on the Ministry website.

2. Guard File.
REFERENCER ON PRE-CERTIFICATION OF E-FORM PAS-6 89