Form PAS-6 is a half-yearly reconciliation filing, not a form for converting physical shares into demat form. For an unlisted public company covered by Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the form is used to reconcile issued capital with securities held through the depository system and any remaining physical holdings. The practical objective is to make sure the company's statutory capital records and depository records tell the same story.
The current ICSI e-book text of Rule 9A is the core legal reference. It requires covered unlisted public companies to issue securities only in dematerialised form, facilitate dematerialisation of existing securities, obtain an ISIN for each type of security and complete the PAS-6 reconciliation cycle.
Who must file PAS-6 under Rule 9A?
Rule 9A applies to unlisted public companies, subject to the exclusions written into the rule. Rule 9A(11) excludes a Nidhi, a Government company and a wholly owned subsidiary. A listed company is outside this particular Rule 9A filing framework because the rule is specifically written for unlisted public companies.
For a covered company, the compliance is wider than filing one form. It must issue securities only in dematerialised form, facilitate dematerialisation of existing securities, secure an International Securities Identification Number, or ISIN, for each type of security, and inform existing security holders about the facility.
What is the PAS-6 filing frequency?
Rule 9A(8) requires PAS-6 to be filed with the Registrar within 60 days from the conclusion of each half year. In normal company-law working, the two half-year closing dates are 31 March and 30 September. The form is certified by a company secretary in practice or a chartered accountant in practice.
Where a company has more than one ISIN, the working should be prepared security-wise so that the form uses the correct identifier and capital population. Equity shares and preference shares, for example, may have separate ISINs.
What should be reconciled before the form is certified?
A useful PAS-6 working paper starts with issued capital for the relevant security and proves how that capital is represented at the half-year end. Statutory records, depository statements and physical holdings should bridge without an unexplained gap.
- Issued capital: verify the number and class of securities legally issued as at the reporting date.
- Dematerialised holdings: reconcile securities reflected through the relevant depositories and the registrar and transfer agent records.
- Physical holdings: identify any securities that remain in physical form and ensure the total population still reconciles to issued capital.
- Changes during the half year: capture allotments, bonus or rights issues, buy-backs, cancellations, conversions or other capital movements that changed the issued quantity.
- ISIN mapping: confirm that the correct ISIN has been used for the relevant class or type of security.
- Register alignment: check that the register of members and other statutory records have been updated for movements that should already be reflected.
Physical securities do not automatically mean the reconciliation fails
Rule 9A requires the company to facilitate dematerialisation, but the existence of an old physical holding does not by itself create a mathematical mismatch. The rule separately controls when security holders must dematerialise. A holder intending to transfer covered securities must dematerialise them before transfer, and a holder subscribing to further securities must ensure the existing securities are held in dematerialised form before that subscription.
The reconciliation question is whether issued capital is fully explained across the records; the separate transaction question is whether a holder can transfer or subscribe while continuing to hold physical securities.
Worked reconciliation example
Assume an unlisted public company has one equity ISIN and issued equity capital of 10,00,000 shares at the half-year end. Its records show 7,00,000 shares in one depository, 2,50,000 shares in the other depository and 50,000 shares still held physically. The three buckets total 10,00,000 shares, so the issued quantity is fully reconciled even though a physical balance remains.
Now assume the company completed a fresh allotment of 10,000 shares during the half year and its statutory issued-capital record shows 10,10,000 shares, but the combined depository and physical population still totals only 10,00,000. That 10,000-share gap is not something to hide in a rounding or timing line. The company should identify whether the allotment, corporate action, ISIN credit, register update or depository confirmation is incomplete and document the corrective action.
What happens if issued capital and demat capital do not agree?
Rule 9A(8A) requires the company to immediately bring to the notice of the depositories any difference observed in its issued capital and the capital held in dematerialised form. That makes PAS-6 a control process, not just a six-monthly upload. A discrepancy found during reconciliation should be escalated and investigated before the professional certifier is asked to sign the form.
Do not ignore depository and RTA housekeeping
Rule 9A also requires timely payment of fees to the depository and registrar to an issue and share transfer agent, maintenance of the prescribed security deposit, and compliance with applicable depository or securities-market directions. A company in default of the Rule 9A(5) requirements cannot make an offer of securities, buy back securities, or issue bonus or rights securities until the payment default is cured.
The half-year close should therefore also confirm that depository and RTA arrangements remain active, fees are current, the ISIN status is usable and pending corporate actions have been cleared.
A practical PAS-6 close checklist
- Confirm that the company is covered by Rule 9A and is not within the Nidhi, Government company or wholly owned subsidiary exclusion.
- List every security type and corresponding ISIN that requires a separate reconciliation.
- Freeze the issued-capital figure as at the half-year end from statutory records.
- Obtain depository and RTA statements for the same cut-off date.
- Reconcile dematerialised and physical holdings to issued capital.
- Trace every half-year capital movement to board or shareholder approvals, allotment records and depository corporate-action evidence.
- Investigate differences instead of carrying unexplained reconciling items into the form.
- Where an issued-capital versus demat-capital difference exists, notify the depositories as Rule 9A(8A) requires and retain evidence of follow-up.
- Complete professional certification and file PAS-6 within the 60-day statutory window.
Common PAS-6 mistakes
- Combining different security classes without a clear ISIN-wise reconciliation trail.
- Using the latest available depository statement rather than a statement aligned to the half-year cut-off.
- Ignoring a fresh allotment because the depository corporate action is still pending.
- Assuming physical holdings automatically mean the company cannot reconcile its capital.
- Waiting until filing day to investigate a mismatch that should have been reported to the depositories immediately.
- Treating PAS-6 as a standalone ROC form without checking depository fees, RTA records, ISIN status and statutory registers.
Practical takeaway
A strong PAS-6 process is a capital-control reconciliation with professional certification. Start with issued capital, prove the quantity through depository and physical records for each ISIN, explain every half-year movement, resolve or escalate differences promptly and file within 60 days of the half-year end. For a live filing, re-check the latest Rule 9A text and MCA form requirements before submission because webform fields, fees and procedural instructions can change.
