Why Pas-6 is compulsory to be filed by Pas-6 for Unlisted Public Companies?

Why Pas-6 is compulsory to be filed by Pas-6 for Unlisted
Public Companies?

The Reconciliation of Share Capital means to match the
records of the dematerialized and physically held securities with all the
securities, on orderly basis. In normal parlance, it is reconciliation of the
total Share Capital of the Company held in D-MAT form with the NSDL & CDSL
and in physical form by the shareholders of the Company with the total Capital
introduced, issued and listed capital, if any.

What is Reconciliation
of Share Capital Audit ?

“Reconciliation of Share Capital Audit Report” means a kind
of Audit report issued to Company’s Auditor for auditing the reconciliation of
total Share Capital of the Company held in the D-MAT form with NSDL & CDSL
and also in physical form by the shareholders of the Company with the total
capital introduced, issued and listed, if any.

FOR
LISTED COMPANIES

Originally the “Reconciliation of share Capital Audit
Report”, was made applicable for only those companies which were listed on the
Stock Exchange as per regulation 55A of SEBI (DEPOSITORIES AND PARTICIPANTS)
REGULATIONS,1961 Subsequently, with this the Companies which were listed were
required to file the same on the quarterly basis.

NOW IT IS COMPULSORY
FOR THE UNLISTED PUBLIC COMPANIES TO SECURE AN ISIN

Ever since, the Ministry of Corporate Affairs (MCA), has made
it compulsory for the unlisted public companies to secure an ISIN
(International security Identification Number) and also to smooth the process
by converting their existing securities in the dematerialized form within a
specified period of time and thereby issuing fresh securities only in
dematerialized form.

Form PAS-6
Reconciliation of Share Capital Audit Report for public unlisted companies

Objective –

·   
Reconciliation
of Share Capital Audit Report on half yearly basis.

·   
Objective
behind Form PAS-6 is to file with the Registrar of Companies, an audited report
of the Reconciliation of Share Capital of a Company

Provisions:

Pursuant to Rule 9A of Companies (Prospectus and Allotment of
Securities) Rules, 2014 as amended vide Companies (Prospectus and Allotment of
Securities) Third Amendment Rules, 2019

Applicability:

1. Public Unlisted Company

2. Deemed Public Company

Non-Applicability

(a) a Nidhi;

(b) a Government company or

(c) a wholly owned subsidiary

Dematerialised
Form

Rule 9 A Issue of securities in
dematerialised form by unlisted public companies provide the following

1. Issue and Demat of existing securities:

These companies in which rule are
apply, it is mandatory to issue their securities in dematerialized form on or
after October 02, 2018 and facilitate the dematerialisation of its existing
securities in accordance with Depositories Act, 1996.

Promoters, Directors and KMP
Shareholding Should be Dematerialized

Before making any offer of securities
or buyback or bonus issue or right issue , Entire holding of Following class of
person (Promoters, Directors and KMP) 
has been dematerialized

Applicability
of Form PAS-6:

1. Unlisted Public Companies.

2. PAS 6: Applicable with effect from July 15, 2020.

3. Form PAS-6 is a half yearly audit report on reconciliation
of share capital which is to be signed by a Practicing Company Secretary /
Chartered Accountant.

4. All information shall be furnished within 60 days from the
end of each half year   (30th
September/31st March) for each ISIN separately.

What
Details have to be filled in the Form PAS-6:

·   
ISIN(International
Securities Identification Number)

·   
Period
for which return is filling.

·   
Details
of capital of the Company.

S.No	Particulars	No. of Shares	Percentage of Total issued Capital
a	Issued Capital
b	Held in Demarialised Form in CSDL
c	Held in Demarialised Form in NSDL
d	Held in Physical Form
e	Total No. of Share (b)+(c)+(d)

Reasons for difference if any in (a) and (e)

-Details of changes in
Share Capital during the half –year under due to any:

1. Right Issue

2. Bonus Issue

3. Private Placement

4. ESOPs

5. Amalgamation

6. Conversion

7. Buy Back

8. Capital Reduction

9. Forfeiture

10. Or any other

Details of No. of Shares and the fact whether intimated to
NSDL/CDSL shall also be mentioned in the form PAS-6.

·    Proper details or shares held by
Promoters, Directors and KMP.

·    Particulars about register of
members, whether updated or not.

·    Particulars of total no. of demat
request, if any, confirmed within 21 days.

·    Particulars of total no. of demat
request,if any pending beyond 21 day with proper reasons of delay.

·    Particulars of Company Secretary of
the Company, if any.

·    Particulars of the practicing
Professional who is certifying the form.

*Note- All information shall ire furnished for the half year
ended 30th September and 31st March in every financial year for each ISIN
separately

Due Dates for Filing Pas-6

The due date of filing pas-6 is within 60 days of the
conclusion of each half-year ending on the 31st of March or 30th September of
every year, as the case may be.

The half year ending time limit for filing is as follows: –

31st March of every Year: – 60 days from the date of
conclusion of 31st March of every year

30th September of every Year: – 60 days from the date of
conclusion of 30th September of every year

Conclusion

The FORM PAS-6 enables us to the report the Audit of
Reconciliation of Share Capital of an Unlisted Pubic Company except the
exempted unlisted public companies and the Companies which are specifically
exempted. Due care is to be taken while filing this form as it requires the
detailed information of Securities of Issuer Company and also involves the
third parties like NSDL and/or CDSL.

Effective 30th September, 2019, every Unlisted Public Company
will be required to submit Reconciliation of Share Capital Audit Report
(Half-yearly) in Form PAS-6