PAS-6 Reconciliation: What Unlisted Public Companies Need to Know ?

Your company's share capital may match the balance sheet perfectly—and PAS-6 can still reveal a reconciliation problem if the number of shares in the company's records does not match the shares held in dematerialised form.

For an unlisted public company, maintaining accurate share-capital records is not limited to updating the statutory registers. The company must also ensure that its issued share capital is properly reconciled with the securities held in dematerialised form.

This is where PAS-6 becomes important.

PAS-6 is a half-yearly Reconciliation of Share Capital Audit Report applicable to unlisted public companies covered by the relevant provisions of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The form requires information for the half-years ending 31 March and 30 September, and the information is furnished separately for each ISIN. The form is required to be certified by a practicing Chartered Accountant or practicing Company Secretary.

For companies operating in Delhi, Noida, Gurugram, Ghaziabad, Faridabad and other business centres, PAS-6 should therefore be included in the company's regular ROC compliance calendar whenever the company falls within its applicability.

What Is PAS-6?

PAS-6 is a half-yearly reconciliation report concerning a company's share capital and the securities held in dematerialised and physical form.

The requirement was introduced through Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Under Rule 9A(8), every unlisted public company governed by the rule is required to submit PAS-6 to the Registrar within 60 days from the conclusion of each half-year, with the prescribed fee and certification by a practicing CA or CS.

The form covers the two half-year periods ending:

• 31 March

• 30 September

Therefore, PAS-6 is not an annual return. It is a half-yearly compliance filing.

Who Needs to File PAS-6?

The principal applicability is to unlisted public companies governed by Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

This distinction is important.

PAS-6 should not be confused with annual filings such as:

• AOC-4

• MGT-7

• MGT-7A

It is specifically connected with reconciliation of share capital and dematerialised securities for the applicable unlisted public-company framework.

Before filing, the company should therefore first confirm:

• Whether it is an unlisted public company

• Whether Rule 9A applies to it

• Whether its securities have the relevant ISIN

• Whether the company has dematerialised securities

• Whether the relevant half-year needs to be reported

A company should not assume that every private company has to file PAS-6 merely because it maintains shares in dematerialised form.

What Is the Purpose of PAS-6?

The fundamental purpose is reconciliation.

The company needs to compare its issued share capital with the number of shares held:

• In CDSL

• In NSDL

• In physical form

The form then requires the company to determine whether the total number of shares held across these categories matches the issued capital.

In simple terms:

Issued Capital

should be reconciled with

CDSL holdings + NSDL holdings + physical holdings

If there is a difference, the company needs to identify the reason.

Example of a Basic PAS-6 Reconciliation

Suppose an unlisted public company has:

Issued shares: 10,00,000

Its records show:

CDSL: 4,00,000 shares

NSDL: 5,50,000 shares

Physical: 50,000 shares

The reconciliation becomes:

4,00,000 + 5,50,000 + 50,000 = 10,00,000 shares

The numbers match.

This is the type of reconciliation PAS-6 is designed to capture.

But suppose NSDL reports 5,48,000 shares instead.

The total would become:

4,00,000 + 5,48,000 + 50,000 = 9,98,000

There is now a difference of:

2,000 shares

The company should investigate the reason rather than simply submitting the form with unexplained numbers.

PAS-6 Filing Deadline

The filing deadline is based on the end of each half-year.

The applicable rule provides that PAS-6 must be submitted within 60 days from the conclusion of each half-year.

The practical calendar is therefore:

The company should prepare the reconciliation before the statutory deadline because the professional certification and depository data verification can take additional time.

Why Is 60 Days Important?

PAS-6 requires information that may come from multiple sources.

The company may need to obtain and reconcile:

• Register of members

• Share capital records

• Depository statements

• NSDL data

• CDSL data

• ISIN details

• Share transfer information

• Allotment records

• Corporate action records

If the company waits until the last few days, discrepancies can become difficult to resolve.

For this reason, a practical internal process can begin immediately after the half-year closes.

PAS-6 Is Filed Separately for Each ISIN

One of the important requirements is that information is furnished for each ISIN separately.

ISIN stands for International Securities Identification Number.

It is a unique identification number used for securities.

If a company has multiple securities carrying separate ISINs, the reconciliation needs to be considered separately for the relevant securities.

For example, a company may have:

• Equity shares — one ISIN

• Preference shares — another ISIN

The company should not simply combine all securities into one reconciliation if separate ISIN-wise reporting is required.

What Information Is Included in PAS-6?

PAS-6 captures several categories of information.

The form includes company details such as:

• CIN

• Company name

• Registered office

• Email address

• Phone number

• ISIN

• Reporting period

It also asks for details of the company's capital and securities held in different forms.

The capital reconciliation section includes:

• Issued capital

• Shares held in dematerialised form with CDSL

• Shares held in dematerialised form with NSDL

• Shares held in physical form

• Total number of shares

The company must also provide the reason for any difference between issued capital and the total shares reflected through the reconciliation.

Issued Capital vs Dematerialised Shares

A common misconception is that the number of shares appearing in the company's financial statements is automatically sufficient for PAS-6.

It is not.

PAS-6 requires a reconciliation between the company's issued capital and the actual shareholding information reflected through the depositories and physical records.

For example:

A company has:

Issued capital: ₹1 crore

Suppose its face value is:

₹10 per share

The number of issued shares is:

10 lakh shares

The PAS-6 reconciliation should ultimately account for those 10 lakh shares through the relevant dematerialised and physical categories.

The rupee value alone is therefore not enough.

The company must reconcile the number of securities.

CDSL and NSDL Reconciliation

The form specifically separates dematerialised holdings between:

CDSL

and

NSDL.

This means the company should obtain accurate information from both depositories wherever applicable.

Suppose the company has:

• CDSL: 3,20,000 shares

• NSDL: 6,30,000 shares

• Physical: 50,000 shares

Total:

10,00,000 shares

If issued capital is also 10 lakh shares, the basic reconciliation matches.

But if either depository statement contains a different number, the company needs to investigate the mismatch.

What If There Is a Difference?

A difference should not simply be ignored.

Rule 9A(8A) specifically requires the company to immediately bring to the notice of the depositories any difference observed between its issued capital and the capital held in dematerialised form.

This makes reconciliation more than a form-filling exercise.

The company should identify:

• Nature of difference

• Number of shares involved

• Date when the difference arose

• Transaction responsible

• Whether a corporate action is pending

• Whether depository records require correction

• Whether company records require correction

The explanation should be supported by documentation.

Common Reasons for PAS-6 Differences

A reconciliation mismatch can arise for several practical reasons.

Some common areas to investigate include:

• Recent allotment of shares

• Bonus issue

• Rights issue

• Private placement

• Share transfer

• Redemption

• Reduction of capital

• Corporate action not reflected by a depository

• Incorrect company records

• Incorrect depository records

• Data-entry error

• Timing difference

• Duplicate or missing records

The actual reason should be established from the company's records rather than assumed.

Changes in Share Capital During the Half-Year

PAS-6 also requires details of changes in share capital during the relevant half-year.

The form captures categories such as:

• Rights issue

• Bonus issue

• Private placement

and requires information regarding the number of shares and whether the change was intimated to NSDL and CDSL.

This is why PAS-6 should be reconciled with other corporate records.

For example, if a company completed a private placement during the period, its compliance team should ensure that:

• Board/shareholder approvals are available

• PAS-3 has been considered where applicable

• Depository records are updated

• The ISIN records are accurate

• The share capital register reflects the transaction

• PAS-6 captures the relevant change

PAS-6 and PAS-3 Are Not the Same

These two forms are often confused.

PAS-3

PAS-3 is the Return of Allotment.

It is used to report applicable allotments of securities to the Registrar.

PAS-6

PAS-6 is the half-yearly reconciliation of share capital for applicable unlisted public companies.

It compares issued capital with dematerialised and physical holdings.

Therefore:

PAS-3 reports an allotment event.

PAS-6 reconciles share capital and holdings for the half-year.

A company may need both in connection with a share issue, but they serve different purposes.

PAS-6 and MGT-7 Are Also Different

MGT-7 is the annual return.

It provides a broader picture of the company's:

• Shareholding

• Members

• Directors

• Meetings

• Share capital

• Other annual-return information

PAS-6 is narrower.

Its primary focus is reconciliation of share capital with securities held in dematerialised and physical form.

A company should therefore not assume that filing MGT-7 eliminates the need for PAS-6.

Why the ISIN Is Important

The ISIN connects the company's securities with the depository system.

When preparing PAS-6, the company should ensure that the ISIN being reported is correct.

Errors in the ISIN can lead to:

• Wrong security being reported

• Incorrect depository data

• Reconciliation problems

• Professional certification issues

• Filing delays

The company should therefore verify the ISIN directly from reliable depository records.

PAS-6 and Physical Shares

PAS-6 separately captures shares held in physical form.

This becomes particularly important where an unlisted public company has a combination of:

• Dematerialised shareholders

• Physical shareholders

Suppose:

Issued shares: 5,00,000

CDSL: 2,50,000

NSDL: 1,75,000

Physical: 75,000

The total is:

5,00,000 shares

The reconciliation works.

The company should nevertheless maintain supporting records for the physical shareholding.

PAS-6 and Share Transfers

Share transfers can create reconciliation issues if the company's records and depository records are not updated consistently.

For example:

A shareholder transfers:

10,000 shares

The company records the transfer, but the depository records are updated later.

Depending on the reporting cut-off and nature of the transaction, the company may need to examine whether the records reconcile at the relevant half-year end.

This is why the share-transfer register and depository statements should be reviewed together.

PAS-6 and Bonus Shares

Bonus issues can also affect reconciliation.

Suppose a company has:

10 lakh existing shares

and declares a:

1:1 bonus issue

The company's issued share capital can increase to:

20 lakh shares

The compliance team should then ensure that the relevant corporate action is properly reflected in the company's records and depository records.

PAS-6 should reflect the applicable change during the reporting period.

PAS-6 and Private Placement

A private placement can create several linked compliance requirements.

For example, a company issues:

1,00,000 equity shares

through private placement.

The company may need to consider:

• Board approval

• Shareholder approval where applicable

• Valuation requirements

• PAS-4/PAS-5 where applicable

• PAS-3

• Depository corporate action

• Share capital records

• PAS-6 reconciliation

PAS-6 does not replace these other compliance requirements.

It captures the resulting share-capital reconciliation for the relevant half-year.

Who Certifies PAS-6?

PAS-6 must be duly certified by a:

Practising Chartered Accountant

or

Practising Company Secretary.

This certification is an important part of the filing process.

The professional needs reliable underlying records to verify the reconciliation.

Therefore, the company should provide the professional with:

• Share capital records

• Depository statements

• ISIN details

• Register of members

• Details of changes during the period

• Corporate action documents

• Reconciliation workings

• Relevant supporting records

What Should the Company Give the Professional?

A practical PAS-6 certification file can include:

• Latest share capital statement

• CDSL statement

• NSDL statement

• ISIN confirmation

• Register of members

• Share transfer details

• Allotment details

• Bonus issue details

• Rights issue details

• Private placement details

• Corporate action confirmations

• Previous PAS-6

• Reconciliation working

• Details of differences

• Evidence of communication with depositories

Providing a complete working file can significantly reduce last-minute queries.

Practical Example: Delhi Unlisted Public Company

Suppose a Delhi-based unlisted public company has:

Issued shares: 25,00,000

At 30 September:

CDSL: 8,00,000

NSDL: 15,50,000

Physical: 1,50,000

Total:

25,00,000

The basic reconciliation matches.

During the half-year, the company also completed a private placement of:

2,00,000 shares

The compliance team should verify that the increase in capital and corresponding depository records have been properly updated before finalising PAS-6.

Practical Example: Noida Company With a Mismatch

A Noida unlisted public company has:

Issued capital: 15,00,000 shares

But its records show:

CDSL: 5,00,000

NSDL: 9,00,000

Physical: 1,000

Total:

14,01,000

There is a difference of:

99,000 shares

The company should not simply leave the difference unexplained.

It should investigate:

• Whether a recent allotment is pending

• Whether a corporate action was processed incorrectly

• Whether shares were cancelled or altered

• Whether the depository data is incomplete

• Whether the company's internal records contain an error

The company should also follow the requirement to bring a relevant difference to the notice of the depositories.

Practical Example: Gurugram Company With Multiple ISINs

Suppose a Gurugram unlisted public company has:

• Equity shares — ISIN A

• Preference shares — ISIN B

The company should not combine the two securities into one reconciliation merely because both appear under the same CIN.

The PAS-6 framework requires information for each ISIN separately.

The compliance team should therefore maintain separate reconciliation workings.

Common PAS-6 Mistake: Treating It as an Annual Filing

PAS-6 is half-yearly.

The relevant periods end on:

31 March

and

30 September.

A company that reviews PAS-6 only during annual ROC filing can easily miss the September-half-year compliance.

The compliance calendar should therefore contain two PAS-6 checkpoints every financial year.

Common PAS-6 Mistake: Not Reconciling Before Certification

The professional certification should not become the point at which the company first discovers a major mismatch.

The company should perform its own reconciliation first.

For example:

Company records: 20,00,000 shares

Depository records: 19,98,500 shares

The difference should be investigated before the certification process is finalised.

Common PAS-6 Mistake: Ignoring CDSL and NSDL Separately

The form distinguishes holdings in:

• CDSL

• NSDL

• Physical form

Therefore, a company should not simply obtain a single combined demat figure and assume the reconciliation is complete.

The underlying records should support the separate figures.

Common PAS-6 Mistake: Wrong ISIN

An incorrect ISIN can make an otherwise accurate reconciliation unusable.

Before preparing PAS-6, the company should verify:

• ISIN

• Security type

• Number of securities

• Depository records

• Reporting period

Common PAS-6 Mistake: Ignoring Corporate Actions

A company may have completed a:

• Bonus issue

• Rights issue

• Private placement

but fail to properly update the reconciliation working.

Corporate actions should be reviewed as part of every half-year PAS-6 exercise.

Common PAS-6 Mistake: Poor Physical Share Records

Where physical shares continue to exist, the company should maintain accurate records of those holdings.

The physical-share figure forms part of the PAS-6 reconciliation.

If the company cannot substantiate the number, certification can become difficult.

Common PAS-6 Mistake: Not Informing Depositories About Differences

Rule 9A(8A) requires the company to immediately bring to the notice of the depositories any difference observed between issued capital and capital held in dematerialised form.

Therefore, a reconciliation difference should trigger an investigation and appropriate communication rather than being ignored.

PAS-6 Monthly/Quarterly Internal Process

Although PAS-6 itself is half-yearly, companies can reduce compliance pressure by maintaining the reconciliation throughout the year.

A practical internal process can be:

Monthly

Review:

• Share allotments

• Transfers

• Corporate actions

• Depository updates

Quarterly

Reconcile:

• Share capital

• Register of members

• Depository data

• Physical holdings

At Half-Year End

Prepare:

• Final reconciliation

• Difference analysis

• Corporate-action summary

• Professional certification file

Before Filing

Complete:

• Professional review

• Form validation

• DSC requirements

• MCA filing

• Acknowledgement preservation

This approach is generally easier than rebuilding six months of transactions at the filing deadline.

PAS-6 Compliance Checklist

Before submitting PAS-6, the company should verify:

• Is the company an applicable unlisted public company?

• Is the correct half-year being reported?

• Is the correct ISIN selected?

• Is issued capital accurate?

• Has CDSL data been obtained?

• Has NSDL data been obtained?

• Has physical shareholding been verified?

• Does the total reconcile with issued capital?

• Are differences identified?

• Have relevant differences been brought to the depositories' notice?

• Are all share-capital changes during the period captured?

• Have rights issues been checked?

• Have bonus issues been checked?

• Have private placements been checked?

• Are corporate actions reflected?

• Are the company's statutory records consistent?

• Has the PAS-6 working been reviewed?

• Has a practising CA or CS certified the form?

• Is the filing within 60 days of the half-year end?

• Has the MCA acknowledgement been preserved?

PAS-6 and Other ROC Compliance

PAS-6 should be viewed as part of a larger compliance chain.

For example, if a company issues new shares, the transaction may involve several compliance steps.

Depending on the transaction, the company may need to consider:

MGT-14 → approvals/resolutions

PAS-3 → return of allotment

Depository corporate action → dematerialised securities

Register of members → statutory records

PAS-6 → half-yearly reconciliation

Each filing serves a different purpose.

The company should therefore avoid treating one completed MCA form as evidence that all related compliance has been completed.

Why PAS-6 Matters for Due Diligence

Accurate share-capital reconciliation can become particularly important during:

• Investment discussions

• Share transfers

• Fundraising

• Mergers

• Acquisitions

• Corporate restructuring

• Conversion or listing-related preparations

• Statutory audits

• Legal due diligence

A mismatch between issued capital and depository records can create additional questions during these processes.

Maintaining regular PAS-6 workings can therefore help a company keep its ownership records organised.

Final Takeaway

PAS-6 is a half-yearly reconciliation requirement for applicable unlisted public companies, designed to compare issued share capital with securities held in dematerialised and physical form.

The form covers the half-years ending 31 March and 30 September, and it must be submitted within 60 days from the conclusion of each half-year. It is certified by a practising Chartered Accountant or Company Secretary, and the information is furnished separately for each ISIN.

The most important practical exercise is not simply filling in the form. It is making sure that:

Company records = CDSL records + NSDL records + physical holdings

and that any difference is properly investigated and dealt with.

For unlisted public companies in Delhi, Noida, Gurugram, Ghaziabad, Faridabad and across India, a structured half-yearly reconciliation process can make PAS-6 compliance much easier and reduce the risk of inconsistencies across MCA, company and depository records.

Need Help With PAS-6 Compliance?

If your company needs assistance with PAS-6 reconciliation, share-capital reconciliation, MCA filings or broader ROC compliance, FilingSuvidha can help with the applicable compliance process.

Website: FilingSuvidha
Phone: +91-9625995981
Email: info@filingsuvidha.com

Our focus is on transparent pricing and on-time delivery.

Disclaimer

This article is intended for general informational purposes only and should not be treated as legal, company-secretarial, accounting or professional advice. PAS-6 applicability and filing requirements depend on the company's legal status, securities, ISINs, applicable exemptions and the rules in force at the relevant time. Companies should verify the latest MCA forms, notifications, rules and applicable provisions before filing.