# PAS-6 Share Reconciliation: Applicability, Half yearly filing, Penalties

Published: 17 Sep 2026
Author: Treelife
Practice area: Compliance
Tags: PAS-6 applicability private company, PAS-6 due date 2026, PAS-6 filing MCA V3 portal, pas-6 filing requirement, PAS-6 late filing penalty, reconciliation of share capital audit report, Rule 9B dematerialisation compliance, small company threshold 2025 Rule 9B
Source: https://treelife.in/compliance/pas-6-share-reconciliation/

## Summary

- Form PAS-6 is the half-yearly Reconciliation of Share Capital Audit Report that reconciles a company's internal share register with securities actually held in dematerialised form at NSDL and CDSL.
- Every unlisted public company must file PAS-6 under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, effective from 30 September 2019.
- Since the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, every private company that is not a small company or a government company must also file PAS-6 under Rule 9B(5), which applies Rule 9A(8).
- The e-form was deployed for filing on the MCA portal from 15 July 2020, pursuant to MCA Circular No. 16/2019 dated 28 November 2019.
- PAS-6 must be filed separately for each ISIN, half-yearly, and certified by a practising Company Secretary or Chartered Accountant.
- For private companies under Rule 9B, the demat trigger date is 30 June 2025, per an MCA notification dated 12 February 2025 that extended the earlier 30 September 2024 deadline.
- The Registrar of Companies uses PAS-6 to detect three mismatches: shares allotted but not intimated to the depository, shares dematerialised but not reflected in company registers, and demat requests pending beyond the 21-day window under the Depositories Act, 1996.
- In 2026, the Registrar of Companies has been actively adjudicating PAS-6 defaults under Section 450 of the Companies Act, 2013, which prescribes penalties where no specific penalty is provided elsewhere.
- PAS-6 is a recurring, indefinite compliance obligation that begins after ISIN allotment and dematerialisation are completed, not a one-time filing tied to the demat conversion project.

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Blog Content Overview

- [0.1 Who is required to file Form PAS-6?](#Who_is_required_to_file_Form_PAS-6)

- [1 What is Form PAS-6 (Reconciliation of Share Capital Audit Report)?](#What_is_Form_PAS-6_Reconciliation_of_Share_Capital_Audit_Report)
- [2 Who must file PAS-6? Rule 9A and Rule 9B applicability compared](#Who_must_file_PAS-6_Rule_9A_and_Rule_9B_applicability_compared)
[2.1 Does my private company still need to file PAS-6 if it is close to the small company threshold?](#Does_my_private_company_still_need_to_file_PAS-6_if_it_is_close_to_the_small_company_threshold)

- [3 What details does the PAS-6 audit report actually capture?](#What_details_does_the_PAS-6_audit_report_actually_capture)
[3.1 A worked example: reconciling PAS-6 for a half-year](#A_worked_example_reconciling_PAS-6_for_a_half-year)

- [4 PAS-6 due dates and the half-yearly filing timeline](#PAS-6_due_dates_and_the_half-yearly_filing_timeline)
- [5 What you need before you start a PAS-6 filing](#What_you_need_before_you_start_a_PAS-6_filing)
[5.1 Do you actually need to file PAS-6? A quick check](#Do_you_actually_need_to_file_PAS-6_A_quick_check)

- [6 How to file PAS-6 on the MCA portal: the practical steps](#How_to_file_PAS-6_on_the_MCA_portal_the_practical_steps)
[6.1 What happens after you file PAS-6?](#What_happens_after_you_file_PAS-6)

- [7 Why do share capital reconciliation mismatches happen?](#Why_do_share_capital_reconciliation_mismatches_happen)
- [8 How does PAS-6 differ from PAS-3, MGT-7, and the SEBI reconciliation?](#How_does_PAS-6_differ_from_PAS-3_MGT-7_and_the_SEBI_reconciliation)
- [9 Penalties for late or non-filing of PAS-6](#Penalties_for_late_or_non-filing_of_PAS-6)

[9.0.1 Not sure if every half-year’s PAS-6 has been filed correctly? 
Let’s Talk](#Not_sure_if_every_half-year8217s_PAS-6_has_been_filed_correctly_Let8217s_Talk)

- [10 Common mistakes that cost companies time and penalties](#Common_mistakes_that_cost_companies_time_and_penalties)
- [11 FAQ’s on PAS-6 Share Reconciliation: Applicability, Half yearly filing, Penalties](#FAQ8217s_on_PAS-6_Share_Reconciliation_Applicability_Half_yearly_filing_Penalties)

[11.0.0.1 Regulatory references](#Regulatory_references)
- [11.0.0.2 External sources](#External_sources)

Form PAS-6 is the half-yearly Reconciliation of Share Capital Audit Report that reconciles a company’s internal share register with the securities actually held in dematerialised form at NSDL and CDSL. It applies to every unlisted public company under Rule 9A and, since 2023, to every private company that is not a small company under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Getting an ISIN and completing dematerialisation is only the entry point; PAS-6 continues twice a year, forever, for as long as the company stays outside the small company exemption, and the Registrar of Companies has shown in 2026 that it is actively adjudicating defaults under Section 450 of the Companies Act, 2013.

### Who is required to file Form PAS-6?

Every unlisted public company is required to file PAS-6 under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Since the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, every private company that is not a small company or a government company must also file PAS-6, by virtue of Rule 9B(5) applying Rule 9A(8) to private companies. The filing is half-yearly, per ISIN, certified by a practising Company Secretary or Chartered Accountant.

## What is Form PAS-6 (Reconciliation of Share Capital Audit Report)?

Form PAS-6 is a certified statement that reconciles a company’s issued and paid-up share capital, as recorded in its own registers, with the capital actually held in dematerialised form across NSDL and CDSL, and whatever remains in physical form. It was introduced under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, effective from 30 September 2019, and the e-form itself was deployed for filing on the MCA portal from 15 July 2020 (MCA Circular No. 16/2019 dated 28 November 2019, and subsequent MCA notification of deployment).

The form is filed separately for each International Securities Identification Number (ISIN), since a company with equity shares and a separate class of compulsorily convertible preference shares, for instance, will hold two distinct ISINs and needs two separate PAS-6 filings for the same half-year. The [Registrar of Companies](https://treelife.in/services/secretarial-compliance/) (ROC) uses PAS-6 to catch three things: shares that were allotted but never intimated to the depository, shares dematerialised at the depository but not reflected in the company’s own register, and pending demat requests stuck beyond the permitted 21-day window under the Depositories Act, 1996.

For companies coming off a fresh Rule 9B conversion, this is the point that gets missed most often. The demat project (amending the Articles of Association, appointing a Registrar and Transfer Agent, obtaining an ISIN, converting shareholder certificates) is usually treated as a one-time compliance sprint. PAS-6 is not part of that sprint. It is the compliance that starts the moment the sprint ends, and it repeats every six months without a natural end date.

## Who must file PAS-6? Rule 9A and Rule 9B applicability compared

The PAS-6 filing requirement rests on two separate rules depending on whether the company is public or private, and conflating them is the single most common applicability error Treelife sees in practice.

**Rule 9A and Rule 9B applicability at a glance**

CriterionRule 9A (unlisted public companies)Rule 9B (private companies)IntroducedCompanies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019, effective 30 September 2019Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, notified 27 October 2023Who is coveredEvery unlisted public company, subject to limited exemptionsEvery private company that is not a small company or a government companyDemat trigger date30 September 2019 (existing companies)30 June 2025, per the MCA notification dated 12 February 2025 extending the earlier 30 September 2024 deadlinePAS-6 obligationRule 9A(8), half-yearly, per ISINRule 9B(5), applying Rule 9A(8) to (10) mutatis mutandisCertifying professionalPractising CS or CAPractising CS or CA

A private company that completed its Rule 9B demat conversion by 30 June 2025, or that crossed the small company thresholds afterward and has an 18-month rolling deadline, sits under exactly the same PAS-6 filing requirement as an unlisted public company, because Rule 9B(5) imports Rule 9A(8) wholesale: same form, same ISIN-wise structure, same certification, same due dates. For the cohort of private companies non-small as of 31 March 2023, the extended demat deadline fell inside the April to September 2025 half-year, making 29 November 2025 their actual first PAS-6 due date, not the earlier date that circulated before the extension.

Both rules also carry a narrower carve-out beyond the small company exemption: a wholly owned subsidiary of an unlisted public company is exempt from Rule 9A, and the equivalent applies under Rule 9B for private companies. A wholly owned subsidiary not covered by one of these specific exemptions still has to test its own small company status independently; the parent’s status does not automatically extend to it.

Producer companies get a longer runway on the underlying demat conversion, extended separately to 31 March 2028, but this only defers the one-time conversion. Once a producer company obtains its ISIN, the half-yearly PAS-6 obligation applies exactly as it does to any other private company.

### Does my private company still need to file PAS-6 if it is close to the small company threshold?

The Ministry of Corporate Affairs revised the small company definition under Section 2(85) of the Companies Act, 2013 with effect from 1 December 2025 (Notification No. G.S.R. 880(E)), raising the paid-up capital ceiling from Rs 4 crore to Rs 10 crore and the turnover ceiling from Rs 40 crore to Rs 100 crore. A company that now falls within these revised limits, based on its most recent audited financial statements, is a small company and outside Rule 9B. In the absence of specific MCA clarification, the working practitioner view is that this reassessment happens prospectively against each year’s financials rather than reopening past compliance, so a company correctly non-small at an earlier year-end does not retroactively fall outside Rule 9B for that period, but can move into the exemption from the year it first meets the higher thresholds. Treat this as the current practitioner position, not settled law.

The 18-month rolling deadline is live right now for one specific cohort: a private company non-small as of FY ended 31 March 2025 has a Rule 9B compliance deadline of 30 September 2026, roughly two weeks from today. Companies in this cohort without an ISIN yet should treat this as an immediate priority. Treelife’s earlier article on [mandatory demat of securities for startups](https://treelife.in/legal/mandatory-demat-of-securities-a-new-compliance-era-for-startups/) covers the small company exemption and one-time conversion steps in detail; this article assumes that step is done and focuses on the recurring PAS-6 obligation.

## What details does the PAS-6 audit report actually capture?

Each PAS-6 filing is a structured, ISIN-wise webform, not a narrative report, and the MCA’s own instruction kit for Form PAS-6 sets out exactly how each field is validated before submission is accepted.

- Issued capital and listed capital (where applicable), by class of security, for each ISIN separately

- Shares held in demat form with CDSL and NSDL separately, which the system rejects if the combined figure exceeds total issued shares for that class

- Shares still held in physical form, and the reason for any difference against issued and listed capital

- Capital changes during the half-year: rights issue, bonus issue, preferential allotment, ESOP exercise, buyback, [capital reduction](https://treelife.in/legal/capital-reduction-under-section-66/), or forfeiture, with the closing share count tying back arithmetically to the opening count

- A separate demat-versus-physical breakup for promoters, directors, and KMP, distinct from the aggregate shareholder-wide figures

- Whether the register of members is updated, and if not, up to which date

- Demat requests confirmed within 21 days versus pending beyond 21 days, with reasons

- Whether any previous half-year’s excess dematerialised shares issue has been resolved

The promoter, director, and KMP breakup deserves specific attention, since it is the field most often filled incorrectly. It is not a subset of the aggregate figures for information purposes; the webform’s validation logic rejects a submission where the promoter, director, and KMP demat total exceeds the class-wide CDSL and NSDL total. A company that issued ESOP shares mid-year to someone who also holds a KMP designation must show those specific shares sit correctly in both the aggregate reconciliation and the breakup, not just that whole-company numbers tie out, and once submitted, the webform has no resubmission facility to correct an error.

This field exists because of a standing restriction, not just a reporting requirement: before issuing new securities, a rights or bonus offer, or a buyback, promoters, directors, and KMP must already hold their entire shareholding in demat form. PAS-6 checks that condition twice a year; a physical holding sitting with even one promoter or director can block the company’s next fundraise or buyback until cleared.

Certification is not a rubber stamp. The practising CS or CA is independently confirming, against original records, that the reconciliation is true and complete, and a careless certification exposes the professional to liability under Section 448, which can engage Section 447’s fraud provisions.

### A worked example: reconciling PAS-6 for a half-year

A Rule 9B company with a single equity ISIN is preparing its PAS-6 for the half-year ended 30 September 2026. Issued capital stands at 8,00,000 shares. The Benpos statements pulled on 1 October show 5,10,000 shares in NSDL and 2,60,000 in CDSL, a demat total of 7,70,000, with 30,000 shares still physical, held by legacy shareholders who have not lodged demat requests. Issued capital (8,00,000) matches total held capital exactly, so there is nothing to explain beyond noting the reason for the physical holding.

During the half-year the company allotted 40,000 shares under a preferential issue, intimated to both depositories within the week, and credited 15,000 ESOP shares on exercise, one of which went to a KMP. Promoter and director shareholding of 4,20,000 shares sits entirely in demat form. The certifying CS traces the 15,000 ESOP shares individually into both the aggregate reconciliation and the promoter, director, KMP breakup before signing, and the company files on 14 November, inside the 29 November due date, carrying the closing 7,70,000 demat and 30,000 physical position forward as the next half-year’s opening position.

The lesson is not the arithmetic but the habit: pulling the Benpos statement within days of the half-year close, rather than closer to the due date, is what turns a potential multi-week reconciliation into a same-week filing.

## PAS-6 due dates and the half-yearly filing timeline

PAS-6 must be filed within 60 days from the end of each half-year, under Rule 9A(8). The two half-years run from 1 April to 30 September, and from 1 October to 31 March, matching the FY Apr-Mar cycle.

**PAS-6 half-yearly due dates**

Half-year periodHalf-year endsFiling due date (60 days)First half30 September29 NovemberSecond half31 March30 May

These are the same 60-day due dates for both Rule 9A and Rule 9B companies, since Rule 9B(5) applies Rule 9A(8) without modification. Rule 9B does not expressly state from which half-year the obligation begins for a company that obtains its ISIN partway through one, and the MCA has not clarified this. The working practitioner position is that once a company has depository connectivity, PAS-6 should be filed from the first half-year that concludes after that point, rather than waiting for the next financial year-end.

## What you need before you start a PAS-6 filing

Assembling the full data pack before opening the webform separates a same-week filing from a three-week scramble.

- CIN and registered office details

- The active ISIN for each class of security, obtained through the appointed RTA

- Issued and paid-up share capital figures from the audited books and the register of members

- Benpos statements from NSDL and CDSL as on the exact half-year end date

- A record of shares still held in physical form, with reasons, including pending demat requests

- A schedule of capital movements during the half-year: rights, bonus, preferential allotment or private placement, ESOP exercise, conversion, buyback, capital reduction, forfeiture

- Promoter, director, and KMP shareholding, split between demat and physical form

- A Class 3 DSC for the authorised signatory, registered on MCA V3

- The certifying CS or CA’s DSC and membership or COP number, confirmed not debarred

- The board resolution number and date authorising the signatory

### Do you actually need to file PAS-6? A quick check

Work through these questions in order and stop at the first one that resolves your position.

- **Is the company listed on a stock exchange?** If yes, PAS-6 does not apply; listed companies submit an equivalent quarterly reconciliation to the exchanges instead.

- **Is it an unlisted public company?** If yes, and not a Nidhi, government, or wholly owned subsidiary company, it is covered under Rule 9A.

- **Is it a private company?** If yes, move to the next two questions.

- **Does paid-up capital stay within Rs 10 crore and turnover within Rs 100 crore, per latest audited financials?** If both hold, it is small and exempt; if either is crossed, it is covered.

- **Is it a government company, or a wholly owned subsidiary of an unlisted public company?** If yes, exempt regardless of size; if no and not small, it falls under Rule 9B.

- **Does it have an active ISIN yet?** If not, PAS-6 cannot technically be filed, but the underlying Rule 9B obligation is already running.

Companies near the small company thresholds, or Section 8 companies with share capital, are the genuinely borderline cases; the safer default is to treat the company as covered and confirm with a CS or CA, since an unnecessary filing costs a few hundred rupees while a missed one compounds under Section 450.

## How to file PAS-6 on the MCA portal: the practical steps

Filing PAS-6 is a document-heavy exercise before it becomes a portal exercise. Companies that treat it as a same-week task around the due date routinely miss it, since the reconciliation, not the form submission, is what takes time, and the webform allows no resubmission once filed.

- **Pull the Benpos statements.** Request them from the RTA for each ISIN, covering the full half-year, from NSDL and CDSL.

- **Reconcile against the register of members.** Compare line by line, including the promoter, director, and KMP breakup, not just the aggregate total.

- **Document every capital movement.** Confirm each one is reflected on both the company side and the depository side, and that the closing balance ties back to the opening balance.

- **Flag pending demat requests.** Note any shareholder request still pending beyond the 21-day window under the Depositories Act, 1996, with the reason.

- **Secure the [board resolution](https://treelife.in/posts/board-resolution-formats-for-company/)** authorising the signatory, and enter its number and date in the verification section.

- **Get the certificate from a practising CS or CA**, who signs digitally after independently verifying the depository data, not merely on management’s representation.

- **Submit on MCA V3 and complete payment within the window.** The SRN generated on submission requires the DSC-affixed PDF uploaded within 15 days, and fee payment within 7 days of that upload or due date plus 2 days, whichever is earlier; missing this cancels the SRN. PAS-6 runs in STP mode, taken on record automatically with no facility to resubmit, so any error must be caught before submission.

- **Retain the working papers.** A filed PAS-6 does not by itself prove the underlying reconciliation was correct if a dispute arises later, as 2026 ROC orders show.

### What happens after you file PAS-6?

Filing is not the end of the exercise. PAS-6 runs in STP mode with no departmental review, so the acknowledgment, the SRN, and the certified working papers are your only proof of compliance; keep them together with the Benpos statements in the statutory file, since these are what a diligence team or the ROC will ask for later.

The closing demat and physical position in one PAS-6 becomes the opening position for the next half-year. A “demat request pending” disclosed in one filing should show as cleared in the next; if it recurs unchanged, it reads as an unaddressed problem, not a timing gap.

**PAS-6 normal filing fee, by nominal share capital**

Nominal share capitalNormal feeLess than Rs 1,00,000Rs 200Rs 1,00,000 to Rs 4,99,999Rs 300Rs 5,00,000 to Rs 24,99,999Rs 400Rs 25,00,000 to Rs 99,99,999Rs 500Rs 1,00,00,000 or moreRs 600

**Additional fee for delayed PAS-6 filing, as a multiple of the normal fee**

Period of delayAdditional feeUp to 30 days2 times normal feeMore than 30 and up to 60 days4 times normal feeMore than 60 and up to 90 days6 times normal feeMore than 90 and up to 180 days10 times normal feeBeyond 180 days12 times normal fee

This delay-fee slab is drawn from the MCA’s own instruction kit for PAS-6 and applies from the original due date, separately from any Section 450 penalty on adjudication. Fee schedules are revised periodically, so confirm the applicable multiple on the MCA portal rather than relying on a fixed figure.

## Why do share capital reconciliation mismatches happen?

Reconciliation mismatches between company records and depository records typically trace back to timing gaps rather than genuine capital discrepancies: [shares allotted by the board](https://treelife.in/compliance/allotment-of-shares-in-india/) but not yet intimated to the RTA, ESOP exercises processed internally before the RTA updates the depository position, and legacy physical certificates never formally surrendered even though the shareholder believes they hold demat shares. A founder who assumes the RTA “handles all of this automatically” usually discovers a mismatch only when the CS asks for the half-yearly certificate.

This is not purely a half-yearly concern. Rule 9A(8A) requires a company to bring any difference it observes to the notice of the depositories immediately, not at the next PAS-6 filing. A company that spots a mismatch mid-half-year and simply notes it for the next certificate is treating a distinct, immediate obligation as if it were satisfied by the recurring one.

## How does PAS-6 differ from PAS-3, MGT-7, and the SEBI reconciliation?

PAS-6 gets confused with other share capital filings because several forms touch the same underlying data, though each serves a different purpose on a different clock.

**PAS-6 compared with adjacent share capital filings**

FilingPurposeFrequencyFiled withPAS-6Reconciles issued capital against demat and physical holdingsHalf-yearlyROC, via MCA V3PAS-3Returns the allotment of new securitiesEvent-based, per allotmentROC, via MCA V3MGT-7 or MGT-7AAnnual return capturing shareholding as at year-endAnnualROC, via MCA V3SEBI Regulation 76 reconciliationThe listed-company equivalent of PAS-6QuarterlyStock exchanges, not the ROC

The relationship between these is sequential, not overlapping. A fresh allotment is reported through PAS-3 first; once those shares are dematerialised and credited, the next PAS-6 reconciles the updated issued capital against the depository position. MGT-7 or MGT-7A captures shareholding once a year for the annual return, an entirely different statutory purpose. A listed company runs the SEBI Regulation 76 equivalent quarterly with the stock exchanges instead, since listed companies sit outside PAS-6. A mismatch between what a PAS-3 reported and what the following PAS-6 shows is one of the fastest ways to trigger a due diligence query.

## Penalties for late or non-filing of PAS-6

Neither Rule 9A nor Rule 9B prescribes a standalone penalty for a missed PAS-6 filing. In the absence of a specific penalty provision, non-compliance falls back on the residual penalty under Section 450 of the Companies Act, 2013, which applies whenever a company contravenes a provision of the Act or its rules for which no specific penalty is prescribed elsewhere.

Section 450 imposes a penalty of Rs 10,000 on the company and every officer in default, with a further Rs 1,000 per day of continuing contravention, capped at Rs 2,00,000 for the company and Rs 50,000 per officer. This is not theoretical. Between June and July 2026, the ROCs at Cuttack and Chhattisgarh passed adjudication orders under Section 454 against companies that had missed PAS-6 filings for half-years going back to 2019 through 2022, imposing the maximum in each case: Rs 2,00,000 on the company and Rs 50,000 per officer, for a single missed half-year.

A missed due date does not automatically mean adjudication. Two separate exposures apply, and most competitor content collapses them into one number.

- **Routine additional fee, at the time of belated filing.** The normal-fee multiplier set out above, portal-charged automatically, with no adjudication involved.

- **Section 450 penalty, on adjudication only.** This applies if the ROC issues a show cause notice, typically triggered by an event such as a capital reduction application, an inspection, or a whistleblower complaint. Paying the additional fee voluntarily neither triggers this exposure nor retrospectively protects against it once a notice issues.

Consider a private company with a Rs 50 lakh [nominal share capital](https://treelife.in/legal/increase-authorised-share-capital/) that files 70 days late: the normal fee is Rs 500, the 6x multiplier for “60 to 90 days” adds Rs 3,000, for a Rs 3,500 total, if never adjudicated. If a show cause notice follows instead, a separate Section 450 calculation applies, Rs 10,000 plus Rs 1,000 per day, crossing Rs 80,000 on the same 70-day default before reaching the Rs 2,00,000 ceiling, with each officer separately exposed up to Rs 50,000. The additional fee is what the portal charges regardless; the Section 450 penalty is what an adjudicating ROC can impose on top of it.

**What the 2026 ROC orders establish about PAS-6 defaults**

Point establishedPractical implicationBelated filing does not cure the defaultFiling the pending PAS-6 after a show cause notice reduces nothing; the ROC treats the original contravention as completeDefault is treated as continuingPenalty accrues at Rs 1,000 per day from the original due date until the actual filing date, capped at the statutory ceilingEach missed half-year is a separate contraventionA company with several pending half-years faces the maximum penalty multiplied across each period, not a single combined penaltyEvery officer in default is penalised individuallyMultiple directors or KMPs can each attract a separate Rs 50,000 penalty for the same defaultFinancial hardship is not a defenceROC orders in 2026 explicitly rejected “financial constraints” as a ground to reduce or waive the penalty

A company with three or four half-years unfiled and two directors on the board sees this escalate fast: four missed half-years at the maximum Rs 2,00,000 company penalty each is Rs 8,00,000 alone, before officer-level penalties.

#### 
Not sure if every half-year’s PAS-6 has been filed correctly? 
[Let’s Talk](javascript:void(0))

[

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## Common mistakes that cost companies time and penalties

- **Treating PAS-6 as a one-time filing tied to the demat project.** Founders often file the first PAS-6 right after ISIN allotment and then lose track of the recurring cycle once the RTA relationship becomes routine. Build it into the same compliance calendar as GST returns and TDS filings.

- **Filing at the aggregate level without ISIN-wise granularity.** A company with equity shares and CCPS on separate ISINs must file two PAS-6 forms, not one combined form. Forgetting the preference share ISIN is a recurring gap Treelife sees during due diligence.

- **Assuming the RTA’s confirmation is the same as CS or CA certification.** An RTA statement confirms depository holding; it does not substitute for the independent reconciliation certificate Rule 9A(8) requires.

- **Ignoring pending demat requests beyond 21 days.** These have to be disclosed with reasons; silently carrying them forward without disclosure is itself a misstatement in the certified report.

- **Not reassessing small company status every year.** With thresholds revised again in December 2025, a company non-small last year may now sit inside the exemption, or vice versa. Check this against audited financials every year, not once.

- **Submitting before the promoter, director, and KMP breakup is verified.** PAS-6 runs in STP mode with no resubmission facility, so an error here cannot be corrected on the same SRN; the only fix is a fresh filing, which resets the delay-fee clock against the original due date.

## FAQ’s on PAS-6 Share Reconciliation: Applicability, Half yearly filing, Penalties

**Q: Does a private company have to file PAS-6 even after it has completed its one-time demat conversion under Rule 9B?** 
A: Yes. Demat conversion is a one-time event; PAS-6 is a recurring half-yearly obligation that continues for as long as the company remains outside the small company exemption under Section 2(85) of the Companies Act, 2013.

**Q: What is the professional fee typically charged for PAS-6 certification?** 
A: Fees vary by company size and ISIN count, but are typically a fixed half-yearly retainer covering reconciliation review and certification, since the reconciliation work drives cost, not the form submission.

**Q: How long does a PAS-6 filing take from start to finish?** 
A: A clean reconciliation with no pending demat requests can be certified and filed within a week of receiving the depository statements. Unresolved mismatches or multiple ISINs need three to four weeks.

**Q: Does PAS-6 have any FEMA or cross-border implication for companies with foreign shareholders?** 
A: PAS-6 itself does not report FEMA compliance, but a mismatch involving a foreign shareholder’s demat shares can surface underlying FC-GPR or FC-TRS reporting gaps needing separate correction under FEMA, 1999.

**Q: Do co-founders holding shares jointly need separate demat accounts before PAS-6 can be filed cleanly?** 
A: Each holding pattern, including joint holdings, needs to be dematerialised in the same pattern the company’s register reflects; a mismatch between joint and single holding patterns is a common reconciliation flag.

**Q: Is PAS-6 relevant to DPIIT-recognised startups, or are they exempt?** A: DPIIT recognition does not exempt a private company from Rule 9B or PAS-6. The only relevant exemption is the small company threshold under Section 2(85), regardless of DPIIT status.

**Q: What happens if a company’s Rule 9B compliance deal falls through and demat conversion is delayed?** 
A: PAS-6 cannot technically be filed until the ISIN is obtained, but the company remains in breach of Rule 9B itself, which bars issuing new securities, rights issues, bonus issues, or buybacks.

**Q: How does PAS-6 affect a private company preparing for an acquisition or investor round?** 
A: Investor due diligence checklists routinely ask for PAS-6 filing history alongside the cap table, since unfiled or inconsistent forms are treated as a governance red flag and can delay signing.

**Q: Are ESOP-holding employees affected differently under PAS-6 reconciliation?** 
A: ESOP shares allotted on exercise must be reflected in both the register of members and the depository position; a lag between exercise and the RTA’s demat credit is a frequent reconciliation mismatch.

**Q: Can a promoter group avoid Rule 9B and PAS-6 by keeping the company just under the small company threshold?** 
A: The Rs 10 crore capital and Rs 100 crore turnover thresholds are assessed against audited financials each year, so a company can move in and out of exemption year to year, but the exemption never applies to holding companies, subsidiaries, or Section 8 companies, regardless of size.

**Q: What is the penalty if a company never files PAS-6 at all and the default is only discovered years later?** 
A: Based on 2026 ROC orders, the default is treated as continuing from the original due date to actual filing, and the maximum Section 450 penalty of Rs 2,00,000 on the company and Rs 50,000 per officer can be imposed per missed half-year, even on voluntary filing.

**Q: Does filing PAS-6 late but before any ROC notice reduce the penalty exposure?** 
A: It reduces practical risk, since voluntary compliance is viewed more favourably than compliance forced by notice, but 2026 ROC orders confirm belated filing does not legally cure the original default once adjudication begins.

**Q: What is the certifying professional’s personal liability if a PAS-6 filing turns out to be wrong?** 
A: A false or careless certification exposes the practising CS or CA to liability under Section 448, which can engage Section 447’s fraud provisions; certification is independent verification against original records, not a formality.

**Q: Is a wholly owned subsidiary of an unlisted public company exempt from PAS-6?** 
A: Yes, under both Rule 9A and Rule 9B, in addition to the small company and government company exemptions, though the subsidiary should confirm this independently rather than assume it from the parent’s status.

##### Regulatory references

- Rule 9A, Companies (Prospectus and Allotment of Securities) Rules, 2014, as inserted by the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019, including Rule 9A(8A) on immediate notification of capital mismatches to depositories

- Rule 9B, Companies (Prospectus and Allotment of Securities) Rules, 2014, as inserted by the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, notified 27 October 2023

- Companies (Prospectus and Allotment of Securities) Amendment Rules, 2025, MCA notification dated 12 February 2025, extending the Rule 9B compliance date to 30 June 2025

- Section 2(85), Companies Act, 2013, read with Rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014, as amended by Notification No. G.S.R. 880(E) dated 1 December 2025

- Companies (Registration Offices and Fees) Rules, 2014, and MCA’s Instruction Kit for Form PAS-6 (normal fee and delay-fee multiplier schedule specific to PAS-6)

- Section 450, Companies Act, 2013 (general penalty for contraventions with no specific penalty prescribed)

- Section 448, Companies Act, 2013, read with Section 447 (punishment for false statement in a certified filing)

- Section 454, Companies Act, 2013 (adjudication of penalties)

- MCA Circular No. 16/2019 dated 28 November 2019, on Form PAS-6 filing timelines

##### External sources

- [Ministry of Corporate Affairs](https://www.mca.gov.in/)

- [E-Gazette](https://egazette.gov.in/)

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