Information about Form PAS-6 and Frequently Asked Questions

 The PAS-6 form is used to reconcile share capital on a half-yearly basis. The same would be required to get submitted via the unlisted public companies to the Registrar of Companies (ROC). The major purpose of Form PAS-6 would be needed to notify the information and revise the share capital of the companies on half-yearly grounds. An individual who practices Company secretary (CS) or Chartered Accountant (CA) can certify it.

The Ministry of Corporate Affairs (MCA) launched Form PAS-6 via a notification on 10th September 2018. In the very notification, the MCA has inserted Rule 9A (sub-rule 8) to the Companies (Prospectus and Allotment of Securities), Rules, 2014 via the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019. The same shall furnishes for the problem of securities exclusively in dematerialized form through unlisted public companies from 2nd October 2018. 

Read Also:- Know All About MCA Form PAS-6 For Unlisted Public Companies

All about PAS-6 (Reconciliation of Share Capital Audit Report on a Half-Yearly Basis)

• Section 29 of the Companies Act, 2013
• Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014

Furnishing the reconciliation of the share capital audit report on the half-yearly grounds of the unlisted public companies who had certified from Company Secretary in practice or Chartered Accountant in practice under 60 days from the closure of each half-year. 

Read Also:- Frequently Asked Questions (FAQs) on E-form PAS-6 | SAG RTA 

It is not applicable to the unlisted public company which is-

(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.

Form PAS-6 is obligated to be filed for each type of security, viz., equity and preference. The e- form relates only to share capital (equity and preference) and not with respect to debts (debentures, bonds, etc.)

Below is the Form Pas-6 FAQ's

Question - 1. When a company owns multiple securities, does it require to furnish multiple Form PAS-6?

Answer:  Yes

Question - 2. Do debt-listed companies are required to submit Form PAS-6?

Answer:- Yes 

Question- 3. Some security holders does not convert their securities in DEMAT form while the company has received ISIN does the same would be a non-compliance with 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?

Answer:- When the company has the purpose of ISIN and available utility for Demat to all security holders under rule 9A(4) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 the company then followed on its end. 

Unless any issue of securities or buyback of securities happens at the Company level or any security holder seeks the Company for the share transfer there is no time duration mentioned to convert the current securities held in Demat. 

But these companies are required to furnish the half-yearly returns and are mandated to specify that the securities would be owned by the members in the physical form. 

Question-4. Is there any requirement to attach any documents/ supporting in PAS-6?

Answer:- No, you are not required to attach anything in the form of PAS-6.

Question-5. What is the penalty for late filing when ISIN generation is processing?

Answer:- Penalty under section 450 of the Companies Act, 2013 shall be applied.

Question-6. UDIN would not be needed to be generated for the certification of Form PAS-6?

Answer:- It does not essential 

Question-7. In Form PAS-6 shareholding pattern of the promoters, directors, and KMP is to be stated. What happens when the promoters are the directors and they hold 10,000 shares? Would 10,000 shares in the promoters class and 10,000 shares in the directors class be specified? Does the same is not said to be the miscalculation?

Answer:- You can cite any one category and attach clarification

Question-8. What shall be the penalty for late filing of Form PAS-6?

Answer:- Rs.10,000 is a one-time penalty and for continuing default Penalty of Rs.1000 per day on the company, the officer in default under section 450 of the Companies Act, 2013 will be applicable as per maximum of Rs.2,00,000 on the Company and Rs.50,000 per officer in default.

Question-9. What is the last date to file PAS-6?

Answer:- 

• The last date to file PAS-6 is 60 days from the conclusion date of each half-year.
• That is Half year ended 31st March: 30th May; and
• Half year ended 30th September: 28th November.

Question-10. Does the promoter, director or KMP would be needed to dematerialize the securities owned via them or the class of securities that the company wants to issue?

Answer:- Prior to issuing any shares all the securities, equity shares, preference shares, or debentures that the promoter owned, director, or KMP would need to be materialized.

Question-11. What is the method to obtain the Demat connectivity through the company?

Answer:-  

• Conduct a board meeting to acknowledge and approve the proposal to take DEMAT connectivity regarding securities with the depositories.
• Appoint a Registrar and Transfer Agent (RTA);
• Post RTA appointment, the company furnishes the application including the related documents with the depository to take DEMAT connectivity:
• The company, depository along with RTA would insert into Tripartite agreement for the securities which would be shown as qualified to be held in dematerialized form;
• Post application verification along with additional documents the depository shall furnsihed DEMAT connectivity to the company and provide ISIN to securities of the company.
• After that, the company shareholders might approach RTA for the dematerialization of their securities.

Question-12. What would be the obtained outcome for the company as well as its shareholders when they do not convert their shares in DEMAT?

Answer:- 

• The company shall not arrive with the below-mentioned things:
• The issue of the new securities with the right issue along with the bonus issue,
• Securities buyback 
• Shareholders are not able to transfer their securities.

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Choose The Best R&T Agent for Mutual Fund House Services

A mutual fund investor performs various transactions such as buying, selling, or switching units. They can request an amendment in the bank information or address. Each request is a transaction by itself. Mutual fund houses need to maintain the records of every transaction. 

Mutual fund houses might not want to invest in the same process nor will they have the experience to manage these bigger transactions on professional grounds. But they want to outsource the same work to an agency, which could manage these requests via investors. To attain success in this job the Registrar and Transfer Agent support them. 

An R&T agent helps mutual fund companies with record maintenance, via offices all over the country. Computer Age Management Services SAG RTA, (Cams), Karvy, and Deutsche Investor for RTA Services are the major agents. An R&T agent possesses a wide network of branches all over the country, which helps the investors to get forms of fund houses, finish their transactions, and receive their account statements. The same acts as a single-window system for investors. 

A Registrar & Transfer Agent assists the investors with the data on the new fund offers, dividend distributions, or even the maturity dates for the case of the FMPs (fixed maturity plans). But this information is available via houses, an R&T agent provides data for all. The investors could obtain the data for several investments in various policies of distinct fund houses in a single place. 

Through the stand of mutual funds, R&T agents provide effective services and help in saving the cost. Since R&T agents have offices all over the country, they indeed considered branches for the mutual funds which they provide and assist them in their sales mechanism. Normally the investors seem to invest in various policies of various fund houses. Under the compliance of the Securities and Exchange Board of India, there is a cut-off time when the investment needs to be made qualified for that day's NAV. 

Thus when the investor needs to make numerous investments, he would be required to ask various fund houses. Rather than that, he would use Registrar & Transfer Agent Services to run all his transactions and make the investments. 

The mutual fund house furnishes the money for the services that R&T agents provide. The charges rely on the transaction volume performed towards the mutual funds. The mutual fund then takes fees for these types of expenses to the expense ratio of the fund. As an investor during the execution of the transactions at the R&T agent's office, you would not be required to furnish any charges.

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Difference Between Listed and Unlisted Company

Basically, there are two basic types of companies i.e. listed and unlisted companies. Both share the same goal of profit maximization, but there are many key differences between them.

Other than size, structure, and way of raising capital, their ownership is the fundamental difference between both. While the listed companies are owned by many shareholders, non-listed or unlisted companies are owned by private investors.

Listed Company

A company to be listed on the stock exchange will be considered a listed company. Someone can freely trade its shares on the stock exchange, and investors can buy and sell shares at their discretion. Such investors after purchasing the shares become shareholders of the company. 

A company has the option to be listed on the main market (for bigger and established companies) of the stock exchange or in the alternative investment market (for relatively new companies).

A board of directors appointed by shareholders takes all the decisions of a listed company. This board consists of both executive and non-executive directors. Various corporate governance requirements often specify and govern board creations.

All the decisions made by boards need to be shared with shareholders in a timely manner, and board resolutions should be passed in making some important decisions. Shareholders are entitled to two types of returns by investing in a listed company.

Dividends

Dividends is money paid by a company at regular intervals from its profit to its shareholders. While some shareholders prefer to cash in dividends, others choose to reinvest their part into a business known as the dividend reinvestment concept.

Capital Gains

Capital gain is defined as the net profit that an investor makes after selling capital/investment for more than the purchase price of the property. The entire value earned from selling a capital asset will be considered as taxable income.

There are various rules and regulations listed companies are liable to follow along with some definite requirements to fulfill in terms of preparation of financial statements.

There are standard formats for major financial statements which include a statement of financial position, income statement, statement of cash flows, and statement of change in equity. Further, these statements must have to be prepared and submitted in accordance with the Generally accepted accounting principles (GAAP).

The Sarbanes-Oxley Act 2002 is an important regulatory act developed especially for the reporting and disclosure requirements of listed companies, and it protects the interests of investors.

During the last few decades, such regulatory acts remained consistently strict because of large corporate scandals such as Enron (2001) and WorldCom (2002)

Unlisted Company

Companies that are not listed on the stock exchanges are known as unlisted companies. We also know these companies as privately held companies. As they are not listed on the stock exchange thus they can’t raise finance through share offers to public investors. Meanwhile, they can issue shares to well-known parties such as family and friends to increase equity.

Shares are traded "over the counter", where the specifics of the deal can be tailored to the requirements of the parties (buyers and sellers) involved; Thus, the exchange of control doesn’t take place in the case of an Unlisted company. Unlisted companies have better control over their business functions.

Listing on the stock exchange is not mandatory for a company to be successful. Unlisted companies also have some benefits, as financial results reporting requirements are not subject to strict rules, thus being flexible and less complex.

Difference between Listed and Unlisted Company?

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Find out Step-by-step Guide about Transfer of Shares in India

It is common for shareholders in small & private companies to often dilute or transfer their equity stake to another person. This usually happens when either the stakeholder is ill or he wants to transfer shares to a family member. This is when the transfer of shares takes place.

The Companies Act, 2013 specifies a proper procedure for the transfer of shares. It also prohibits any company to Register and Share Transfer Agent of its shares without the execution of the proper instrument and unless the requisite stamp duty is paid and details of the Transferee & Transferor are provided.

Here you can read about the detailed process along with compliance for the transfer of shares for private companies.

How Transfer of Share Works

To start with the transfer of shares, the respective party must first acquire the form SH-4 for Share Transfer Deed. The details of time, date, no. of shares, name of transferor & transferee, amount of consideration, address, occupation, distinctive no. of shares, etc. must be furnished in the form. The Share Transfer Deed or Instrument is then executed and stamped properly.

In the next step, both the share transferor and transferee are required to prepare their respective sale/purchase invoices and submit the same along with their share transfer application to the Board of Directors of the company.

The Board of Directors will then conduct a board meeting to decide on and approve/reject the registration of transfer of shares. If approved, requisite entries in registers and certificates will be made to complete the transfer.

Time Frame for Execution & Delivery of Share Transfer Instrument to Company

Section 59 of the Companies Act, 2013 specifies the time limit for the execution and delivery of the Share Transfer Instrument, along with share certificates for transfer, to the company as a period of 60 days from the date of execution. In short, the Deed must be submitted to the company within 60 days from the date it was executed.

What to Do If the Instrument of Transfer is Lost Post-Execution & Before Delivery to the Company?

In the case when the Instrument of transfer is lost after execution or could not be submitted to the company within 60 days, Section 56 of the Companies Act. allows the company to register the transfer of shares on the grounds of indemnity on such terms as the board finds suitable.

However, if the instrument of transfer is not submitted to the Company because of the death of Subscriber, the company board is required to register the transfer and must transmit the said shares to the legal heir or nominee of the subscriber.

Read also: Do You Really Know About Difference Between Share Transmission & Share Transfer?

Stamp Duty Fee on Transfer of Shares

The stamp duty fee for the transfer of shares is fixed at 0.25% of the total consideration amount. The applicant must purchase the court fee stamp of the said amount and paste the same on his/her application. The fee is fixed irrespective of the state of the applicant/company.

Transfer of Partly Paid-up Shares

In case if a person wishes to transfer partly paid-up shares, the transferor himself/herself has to furnish an application with the company. The company will then send a notice to the transferee for acquiring a "No Objection Certificate" to complete the transfer.

If the transferee sends his/her reply within 2 weeks of receipt of the notice and shows no objection to the transfer of shares, only then the company can process the application and approve the transfer.

Step-by-step Procedure for Transfer of Shares in Depository System

Here’s the procedure to request for transfer of shares by depository:

1. The transferor has to make a request and provide delivery instructions to the Depository Participant No. 1 (DP1) to transfer the shares as well as debit the transferor account against the shares from clearing member 1 pool account with DP1. Upon receiving this request, the clearing member-1 pool sends a receipt instruction to DP1, instructing it to accept the Share Transfer Agent in his/her account. Finally, the securities are transferred from the transferor account to the clearing member 1 pool account with DP1.
2. The clearing member 1 then instructs the Clearing Corporation (CC) to debit his Clearing Member 1 Pool account and credit the securities to his Clearing Member 1 Delivery account. The transfer of securities will take on the date of execution as mentioned in the instruction.
3. Until the settlement, the securities remain in the clearing member 1 delivery account. On the settlement day, the securities in the clearing member 1 delivery account are automatically transferred to the Clearing Corporation account.
4. Now, the securities automatically transfer from the Clearing Corporation account to the Clearing member 2 receipt account with DP2, with no instruction required to be set up.
5. After that, the securities are transferred from the receipt account of Clearing Member 2 to his/her pool account.
6. Clearing Member 2 then instructs Delivery Partner 2 to debit his pool account and credit the securities to the buying client account maintained with DP 2. The buyer at the same time gives a receipt instruction to DP 2 to accept securities in his account.
7. The securities are then transferred from the clearing member 2 pool account to the buyer’s account maintained with DP 2.

Note:- No stamp duty is levied in case of transfer of shares in DEMAT form.

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