PAS-6 filing is the half-yearly return in which a company in dematerialised form reports a reconciliation of its share capital audit to the Registrar of Companies (ROC). It was introduced for unlisted public companies under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and since the 2023 insertion of Rule 9B it also reaches many private companies that are not small companies. This page explains who must file PAS-6, the due dates, the certification, the penalties and the practical points that decide whether the form goes through cleanly.
What is PAS-6 (reconciliation of share capital audit)?
A company's issued share capital sits in several places at once: the register of members, the records of the Registrar and Transfer Agent (RTA), and the demat accounts held with the depositories, NSDL and CDSL. Over time these records can drift apart because of transfers, allotments, corporate actions or data-entry errors. The reconciliation of share capital audit compares the total issued and listed or unlisted capital with the shares held in physical form and in each depository, and reports any difference.
Form PAS-6 is the e-form in which this audited reconciliation is placed on the MCA record. It is signed by the company and certified by a practising Company Secretary or a Chartered Accountant in whole-time practice. The form asks for an ISIN, share capital details, shares held in demat form with each depository, shares in physical form, and the reasons for any mismatch.
The obligation began with the 2018 push for dematerialisation of securities of unlisted public companies, notified by MCA in September 2018 under Rule 9A. In October 2023, MCA inserted Rule 9B, which requires private companies that are not small companies to issue securities only in dematerialised form and to facilitate demat of their existing securities. Secondary sources reading Rule 9B state that several sub-rules of Rule 9A, including the half-yearly reconciliation, apply to these private companies with necessary changes. If your company has crossed the small-company test, you should treat PAS-6 as a live compliance and confirm it with your professional.
PAS-6 should not be confused with Form PAS-3 (return of allotment) or with the SEBI reconciliation report that listed companies file with stock exchanges. It is a separate half-yearly compliance, and missing it is a common finding when a ROC scrutinises a company's filing history or an investor runs due diligence.
Who needs to file PAS-6?
Applicability depends on the type of company and, for private companies, on whether the company is a small company. In practice the following companies should check their position every half-year:
- Unlisted public companies, which have been covered by Rule 9A since the 2018 demat notification
- Private companies that are not small companies, following Rule 9B inserted in October 2023, once the demat requirement has become applicable to them
- Wholly owned subsidiaries of private companies and section 8 companies with share capital, which several practitioners treat as covered unless exempted
- Companies that have recently ceased to be small companies because paid-up capital or turnover crossed the limit in the audited accounts
- Companies that have already obtained an ISIN and onboarded with NSDL or CDSL, since the ISIN is a mandatory field in the form
Benefits of PAS-6 Share Capital Reconciliation
Clean share records
The exercise forces the register of members, RTA records and depository data to be matched. Errors are found while they are cheap to fix rather than during a funding round.
Avoids continuing-default fines
PAS-6 is a recurring filing. Missing a half-year can attract the general penalty under section 450, which runs per day of continuing default.
Smoother due diligence
Investors, banks and acquirers review the MCA filing history. A regular PAS-6 record supports a claim that the cap table is accurate.
Supports demat compliance
Filing PAS-6 shows that the company has an ISIN and has moved to dematerialised securities as required by Rules 9A and 9B.
Protects officers
Directors and company secretaries named as officers in default can be personally fined. Timely filing keeps that risk away.
Applicability and the small-company question
The rules distinguish between company categories, and the small-company test is where most doubts arise. Secondary sources conflict on some points, so the position should be confirmed against the current rules before you decide not to file.
- Unlisted public company: PAS-6 applies under Rule 9A. Government companies and certain Nidhi companies are treated as exempt in several summaries; confirm against the rule text.
- Private company that is not a small company on the last day of a financial year ending on or after 31 March 2023: Rule 9B applies, with a demat compliance window of 18 months, and PAS-6 follows once securities are in demat form and an ISIN exists.
- Small company as defined in section 2(85) of the Companies Act, 2013: exempt from Rule 9B. The monetary limits were revised upwards in 2025, so verify the current paid-up capital and turnover limits in the Companies (Specification of Definitions Details) Rules before relying on older figures of ₹4 crore and ₹40 crore that still appear on many websites.
- Listed company: files the SEBI-prescribed reconciliation report instead of PAS-6.
- Company that has no ISIN yet: it must first complete the demat process because the form cannot be filed without an ISIN.
Documents required
Share capital records
- Register of members and share transfer register as on the half-year end date
- Latest list of allotments and transfers during the half-year, with Form PAS-3 filing details
- Board and shareholder resolutions on allotments, transfers and any corporate action
- Updated capital structure and authorised, issued, subscribed and paid-up capital figures
Demat and RTA records
- ISIN allotment letter from NSDL or CDSL
- Tripartite agreement or demat connectivity records with the RTA and depository
- Depository holding statement or benpos as on 30 September or 31 March
- RTA reconciliation statement of shares in physical and demat form
Filing documents
- Digital signature certificate of an authorised director, CEO, CFO or company secretary
- Digital signature certificate of the certifying practising CS or CA
- Reconciliation of share capital audit report prepared by the professional
- Company CIN, registered office details and email on the MCA record
Step-by-step process for PAS-6 filing
PAS-6 is mostly a data exercise followed by a short online filing. The sequence below is what works in practice.
Confirm applicability
Check whether the company is an unlisted public company or a private company that is not small, and whether it already has an ISIN and demat connectivity. If it does not, complete demat first.
Fix the reporting date
Use 30 September for the April to September half-year and 31 March for the October to March half-year. Freeze share data as on that date.
Collect depository and RTA data
Obtain benpos or holding statements from NSDL and CDSL and the RTA's register. Match each against the register of members maintained by the company.
Reconcile and record differences
Compare issued capital with shares in physical form and with each depository. Investigate any difference, such as unprocessed transfers or demat requests pending with the RTA, and document the reason.
Prepare the audit report
A practising Company Secretary or Chartered Accountant prepares and signs the reconciliation of share capital audit report after reviewing the data.
File Form PAS-6 on the MCA portal
Fill the form on the MCA V3 portal, attach required documents, apply digital signatures of the company's authorised signatory and the certifying professional, and pay the fee.
Retain SRN and records
Download the SRN acknowledgement and filed form and store them with the working papers. Keep the data pack in case the ROC or the depository asks for support.
Government fees
A filing fee is payable on the MCA portal when Form PAS-6 is submitted, and an additional fee applies when the form is filed after the due date. The amount is set by the Companies (Registration Offices and Fees) Rules, 2014 and can change, so we do not quote a figure here that you might rely on after an update. The fee is shown on the portal before payment.
Professional charges are quoted separately after reviewing your case. Government fees are paid directly to the authority.
How long does it take?
The legal deadline is 60 days from the end of each half-year. The filing itself is online, but the time in practice is spent obtaining depository and RTA data and clearing differences. Plan to start at least two to three weeks before the due date.
| Stage | Typical time |
|---|---|
| Half-year ended 30 September | File within 60 days, by 29 November |
| Half-year ended 31 March | File within 60 days, by 30 May |
| Reconciliation and certification | Depends on data availability and mismatches |
| Online filing and SRN generation | Usually completed once documents and signatures are ready |
Frequency and continuing obligation
PAS-6 is not a one-time approval. A covered company files it for every half-year. If the company later qualifies as a small company or is delisted, converted or merged, the position changes and should be reviewed with a professional. Where the due date falls on a holiday, such as 29 November 2026, which is a Sunday, plan to file before it rather than rely on a possible extension.
Related compliance for demat-covered companies
- Keep the register of members updated within the statutory period after every allotment or transfer
- File Form PAS-3 within 30 days of every allotment of securities
- Notify the depository and RTA promptly of any change in share capital, such as a bonus issue or split
- Issue and transfer securities only in dematerialised form once Rule 9A or 9B applies to the company
- Maintain the annual return and financial statements filing under ROC annual filing
- Update the register of significant beneficial owners and file BEN-2 where needed
PAS-6 vs PAS-3 vs SEBI reconciliation report
| Point | PAS-6 | PAS-3 | SEBI reconciliation report |
|---|---|---|---|
| Purpose | Half-yearly reconciliation of share capital audit | Return of allotment of securities | Reconciliation filed by listed companies |
| Filed by | Covered unlisted public and non-small private companies | Every company allotting securities | Listed companies |
| Frequency | Every half-year | Within 30 days of each allotment | As prescribed by SEBI |
| Filed with | ROC on MCA portal | ROC on MCA portal | Stock exchanges |
Common mistakes and rejection reasons
Assuming private companies are exempt
Many private companies still rely on older articles saying PAS-6 is only for unlisted public companies. After Rule 9B, a private company that is not small should check whether it is covered.
Filing without an ISIN
The form needs the ISIN of the company. Companies that have not completed demat cannot file correctly and often discover this in the last week.
Using the wrong reporting date
Data taken as of the filing date rather than 30 September or 31 March produces mismatches with the depository and causes questions.
Ignoring unexplained differences
A difference between issued capital and the sum of physical and demat shares must be explained. Leaving it blank invites an ROC query.
Certifying by an ineligible person
The reconciliation must be certified by a practising Company Secretary or a Chartered Accountant in whole-time practice. A DSC that is not linked to the certificate of practice number may block the form.
Missing allotments in the data
Shares allotted late in the half-year but not yet credited at the depository are often missed. Cross-check against PAS-3 filings.
Penalties for non-compliance
The Companies Act, 2013 does not prescribe a separate penalty for PAS-6, so the general penalty under section 450 is commonly applied. Under that section the company and each officer in default can be fined, with an additional daily fine while the default continues, up to statutory caps. Small companies and One Person Companies benefit from reduced penalties under section 446B. Exact amounts under section 450 should be confirmed from the Act before quoting them to a client, and ROCs also issue show-cause notices and may adjudicate the matter. Persistent default can also draw attention to the company's other filings.
Practitioner tips
- Request benpos and the RTA reconciliation at least three weeks before the due date. Depository data is the slowest item.
- Run the PAS-6 reconciliation immediately after every large allotment or transfer, not only at half-year end. It keeps differences small.
- If your company has recently stopped being a small company, document the test dates and audited figures in a note. It supports your position on Rule 9B timing.
- Match the ISIN, company name and CIN across the form, depository record and MCA master data. Minor spelling differences often delay filing.
- Calendar both half-year deadlines for the full year, together with PAS-3 and the annual filings, so no filing is left to memory.
How Lawgical Guru helps
Applicability check
We review your company type, paid-up capital, turnover and demat status to tell you whether PAS-6 applies and from which half-year.
Data collection support
We help you collect the register of members, RTA data and depository statements and prepare a reconciliation working file.
Coordination with the certifying professional
Our team coordinates the certification and the digital signatures required for the form.
Filing on the MCA portal
We prepare and submit Form PAS-6 and share the SRN and filed copy with you.
Compliance calendar
We include PAS-6 dates in a yearly calendar with other ROC and secretarial records tasks for your company.
PAS-6 Share Capital Reconciliation: frequently asked questions
What is PAS-6 filing?
PAS-6 is the e-form used to file the half-yearly reconciliation of share capital audit report with the Registrar of Companies. It compares issued capital with shares held in physical and demat form and explains any difference. It is certified by a practising Company Secretary or Chartered Accountant.
Who must file PAS-6?
Unlisted public companies must file under Rule 9A. After Rule 9B was inserted in October 2023, private companies that are not small companies are also treated as covered by several professional sources. Small companies are generally outside Rule 9B. Confirm your position with a professional before skipping the filing.
Is PAS-6 applicable to private limited companies?
It can be. Private companies that are not small companies must issue securities in dematerialised form under Rule 9B, and secondary sources read Rule 9A provisions, including the reconciliation, as applying with necessary changes. Small private companies are exempt from the demat requirement, so they are generally outside PAS-6.
What is the due date for PAS-6?
PAS-6 is due within 60 days of the end of each half-year. For the half-year ended 30 September the date is 29 November, and for the half-year ended 31 March it is 30 May. Check for any MCA circular before the date, as extensions have been issued in some years.
Who can certify Form PAS-6?
The reconciliation of share capital audit must be certified by a practising Company Secretary or a Chartered Accountant in whole-time practice. The form is also digitally signed by an authorised director, CEO, CFO or company secretary of the company.
Is an ISIN mandatory for PAS-6?
Yes. The form asks for the ISIN of the company's securities. A company that has not yet obtained an ISIN or connected with NSDL or CDSL must complete the demat process first, which is also what Rules 9A and 9B require.
What is the penalty for not filing PAS-6?
Because the Act has no separate penalty for PAS-6, the general penalty under section 450 is commonly applied to the company and officers in default, with a daily amount for continuing default. Additional filing fees also apply on late filing. Confirm current amounts from the Act.
Is PAS-6 required for a small company?
Small companies, as defined in section 2(85) of the Companies Act, 2013, are exempt from the private-company demat requirement in Rule 9B, so they are generally not required to file PAS-6. The monetary limits were revised in 2025, so check the current limits.
Can PAS-6 be filed late?
Yes. The form can be filed after the due date by paying the additional fee, but the company and officers remain exposed to penalty for the delay. Filing late does not cancel the default, so file before the due date wherever possible.
What if there is a mismatch in the reconciliation?
Record the difference and the reason in the form, such as shares pending demat with the RTA or a transfer not yet processed. Then correct the records. Leaving unexplained differences can result in an ROC query and may signal wider problems with the register of members.
Reviewed by Satyam Gupta, Company Secretary (CS) & Advocate
8+ years of industry experience. This page was last reviewed on 16 October 2026 against the official sources below. Rules and fees change — confirm on the official portal before you apply.