Form PAS-6 (Reconciliation of Share Capital Audit Report on a Half-Yearly Basis), which is primarily used for the reconciliation of the Share Capital Audit Report on a Half-Yearly Basis, has been established by the MCA (Ministry of Corporate Affairs).
Form PAS-6 is adopted in obedience to the sub-rule (8) of rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 which was modified vide Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019.
Let's explore Rule 9A of the 2019 Companies (Prospectus and Allotment of Securities) Third Amendment Rules in more depth. The law specifies that.
All Unlisted Public Companies Must:
- Only Demat form of the securities shall be issued, and
- Convert all of its current physical securities to Demat in accordance with the provisions of the Depositories Act of 1996 and its implementing regulations.
- demat of all of its current securities by submitting the required application to a depository.
- each form of security should secure an ISIN and
- shall provide such facility's details to all of its current security holders.
All the Unlisted Public Companies Before Making-
- Issue of securities, or
- Buyback of any securities, or
- Bonus Issue, or
- Right Issue
Must Dematerialize all of its Promoters, Directors, and KMP's Securities.
Every Shareholder of an Unlisted Company-
- anybody seeking to transfer such securities on or after October 2, 2018
- Whoever desires to purchase stocks from an unlisted public business on or after October 2, 2018, must do so.
Should be sure that before making such a subscription, he holds all of his current securities in dematerialized form.
Additionally, any Unlisted Public Company Must Make Sure That:
- It pays fees (annual and admission) to the depository and the Registrar & Share Transfer Agent on time and in accordance with the parties' signed agreement;
- It keeps a security deposit in the depository, in the form that the parties may agree upon, of at least two years' worth of fees at all times;
- Follows any rules, directives, guidelines, or circulars, if any, issued by the Depository or SEBI with regard to the dematerialization of shares of unlisted public firms.
No Unlisted Public Firm That has Violated Sub-Rule (5) Shall:
- Issue of securities, or
- Buyback of any securities, or
- Bonus Issue, or
- Right Issue
Until the Money is Paid to the Depositories, Registrar and Transfer Agent.
The unlisted public company must submit the Reconciliation of Share Capital Audit Report (in form PAS-6) required by sub-rules (8) and (8A) of rule 9A Companies (Prospectus and Allotment of Securities Rules, 2014, every six months to the Registrar whose jurisdiction the registered office of the company is located. The report must be duly certified by a company secretary in practice or a chartered accountant in practice.
Additionally, the corporation must notify the depositories right once of any discrepancy between its issued capital and the capital maintained in dematerialized form.
Important Information to Include on e-Form PAS-6:
- Securities ISIN (International Securities Identification Number)
- Period of Return Filing
- Company capital details as per the format
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The distinction with cause if there is any in the points (a) and (e),
Changes in share capital, if any, for every particular issue during the previous six months;
- Right Issue,
- Bonus Issue,
- Private Placement,
- ESOPs,
- Amalgamation,
- Conversion,
- Buy back,
- Capital Reduction,
- Forfeiture,
- any other.
*It should be noted that Form PAS-6 must include the share numbers and other pertinent information that must be communicated to the NSDL/CDSL.
- Complete information on the shares owned in physical or dematerialized form by the Promoters, Directors, and KMP.
- Information about the updating of the member registration
- Information on excess dematerialized shares over the past six-month period, along with the cause
- Total number of dematerialization requests information, together with the cause of any delays that have lasted more than 21 days.
- Business information about the secretary (If any),
- Information about the qualified professionals who certified the form
- Information about the choice of a common agent for share registry work
It should be emphasized that all necessary information must be provided within 60 days of the financial year with individual ISINs' half-years ending on September 30 and March 31.
Role About Registrar & Share Transfer Agent:
The Registrar serves as an intermediary between the Issuer, which is the Company that chooses to dematerialization, and the Depository to accomplish a variety of RTA Services, including Dematerialization, Rematerialization, Initial Public Offerings (IPOs), and Corporate Actions like IPOs (Right Issue, Bonus Issue, Private Placement, Buyback, etc).
Companies must choose a SEBI-approved Registrar and Share Transfer Agent with direct/online access to depositories in order to issue securities or shares in dematerialized form. The RTA oversees user transactions with the depositories and serves as a direct point of contact between the security issuer and the depositories.
The government has compelled the appointment of an RTA for every corporation through the most recent modifications to the aforementioned legislation. The business has to dematerialize its securities and select a registrar and share transfer agent. To prevent non-compliance, it has become a required procedure for unlisted public companies.
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