Form PAS-6: Reconciliation of Share Capital Audit Report – Applicability, Filing Requirements & Penalty Provisions

Form PAS-6 is a statutory compliance requirement under the Companies Act, 2013, mandating certain categories of companies to submit a Reconciliation of Share Capital Audit Report to the Registrar of Companies on a half-yearly basis. Understanding the scope, structure, and consequences of non-compliance with this form is critical for corporate secretarial professionals and company management alike.

What Is Form PAS-6?

Form PAS-6 is a Reconciliation of Share Capital Audit Report that captures a comprehensive picture of a company's share capital — specifically reconciling shares held in physical form, shares held in dematerialized form (across both depositories), and the total issued capital of the company. This reconciliation is then verified against depository records to ensure consistency and accuracy.

The form must be certified by a practicing Company Secretary or a practicing Chartered Accountant and submitted to the Registrar of Companies within sixty days from the end of each half year.

The filing obligation for Form PAS-6 flows from the following legislative and regulatory sources:

  • Section 29 of the Companies Act, 2013 — the principal statutory provision
  • Sub-Rule 8 of Rule 9A of The Companies (Prospectus and Allotment of Securities) Rules, 2014
  • Rule 9B of The Companies (Prospectus and Allotment of Securities) Rules, 2014
  • MCA Notification dated 10th September 2018
  • MCA Notification dated 27th October 2023
  • MCA Notification dated 12th February 2025

These notifications have progressively expanded the scope of applicability and refined the procedural requirements associated with Form PAS-6.

Applicability of Form PAS-6

Who Must File?

The filing obligation under Form PAS-6 applies to the following categories of companies once they have obtained an ISIN (International Securities Identification Number):

  1. Unlisted Public Companies — upon obtaining ISIN
  2. Private Companies (other than Small Companies) — upon obtaining ISIN

Important Note: The trigger for mandatory filing is the obtaining of an ISIN. Even if not a single share has been dematerialized as yet, Form PAS-6 must still be filed as soon as the company has obtained an ISIN. Zero dematerialization does not exempt a company from this compliance obligation.

In essence, wherever Rule 9A and Rule 9B of The Companies (Prospectus and Allotment of Securities) Rules, 2014 are applicable and the company holds an ISIN, PAS-6 filing becomes mandatory.

Who Is Exempt?