PAS-6 Share Reconciliation Filing for Private Companies

Every private company in India that crosses the small company threshold must now file Form PAS-6 - the Half-Yearly Reconciliation of Share Capital Audit Report - with the Registrar of Companies within 60 days of each half-year period. For the half-year ending March 31, 2026, the filing deadline is May 30, 2026. This is not optional. If your Private Limited Company has a paid-up share capital exceeding ₹4 crore or turnover exceeding ₹40 crore, PAS-6 is a mandatory compliance requirement under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The form reconciles the total share capital on your company's register of members with the shares held in dematerialized form at NSDL and CDSL. Non-filing attracts a penalty of ₹10,000 plus ₹1,000 per day of continuing default. Below is the complete breakdown of PAS-6 for private companies: the legal framework, applicability criteria, step-by-step filing process, NSDL and CDSL reconciliation, certification requirements, penalties, and a compliance timeline for 2026.

What is PAS-6 (Half-Yearly Reconciliation of Share Capital Audit Report)?

Form PAS-6 is a statutory filing prescribed under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. It is a half-yearly audit report that reconciles a company's total issued and paid-up share capital with the aggregate of shares held in dematerialized form across both depositories (NSDL and CDSL) and the shares still held in physical form. The purpose is to ensure that the number of shares on the company's register of members matches exactly with the depository records, catching any discrepancies in share capital that could indicate unauthorized issuance, transfer irregularities, or record-keeping failures.

Think of PAS-6 as a bank reconciliation statement for your share capital. Just as you reconcile your bank passbook with your company's cash book, PAS-6 reconciles your depository statements with your register of members. The total must match. If shares were allotted but not credited to demat accounts, or if the depository shows more shares than your register, the discrepancy must be identified, explained, and resolved.

The reconciliation audit report is not a self-declaration by the company. It must be certified by an independent practicing professional - either a Compliance Professional in Practice (CSP) or a Tax Professional in Practice - who verifies the share capital figures, examines the depository records, checks the register of members, and confirms whether the reconciliation is accurate.

Legal Framework: Rule 9A and the 2023 Amendment for Private Companies

Rule 9A was originally introduced in 2018 to address a critical governance gap. Unlisted public companies in India were issuing shares in physical form with minimal regulatory oversight, leading to potential fraud, unauthorized allotments, and untraceable shareholding patterns. The rule mandated three things for unlisted public companies: (1) issue all new shares only in dematerialized form, (2) facilitate dematerialization of all existing shares, and (3) file a half-yearly share capital reconciliation audit report in Form PAS-6.

The 2023 amendment changed the landscape significantly. Through the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023, the Ministry of Corporate Affairs extended the dematerialization mandate and PAS-6 filing requirement to private companies that are not classified as small companies. The amendment came into effect from September 30, 2024, giving private companies a transition period to set up their dematerialization infrastructure.

What Rule 9A Requires

Under Rule 9A, every applicable company must:

Consequences of Non-Compliance with Rule 9A

If a company fails to comply with Rule 9A, it faces restrictions under Rule 9A(6): the company shall not issue any securities, shall not buy back its shares, shall not issue any bonus shares, and shall not declare any stock split. Additionally, any share transfer by the company will not be processed until compliance is restored. These are severe operational restrictions that can freeze corporate actions entirely.

Who Must File PAS-6 in 2026?

PAS-6 applies to two categories of companies, with the private company extension being the major development for 2025-26 compliance cycles.

Category 1: Unlisted Public Companies

Every public company that is not listed on a recognized stock exchange must file PAS-6. This has been mandatory since 2018. There is no size threshold - even a small public company with ₹5 lakh in paid-up capital must comply if its shares have been dematerialized. The applicability is straightforward and unconditional for this category.

Category 2: Private Companies (Not Being Small Companies)

A Private Limited Company must file PAS-6 if it does not qualify as a small company under Section 2(85) of the Companies Act, 2013. The small company thresholds are:

The key word is "and" in the small company definition. A company qualifies as small only if both conditions are satisfied. The moment either the paid-up capital exceeds ₹4 crore or the turnover exceeds ₹40 crore, the company exits the small company category and PAS-6 becomes compulsory.

Who is Exempt from PAS-6?

• Small private companies: Paid-up capital up to ₹4 crore AND turnover up to ₹40 crore
• Listed companies: They file SEBI-prescribed reconciliation reports, not PAS-6
• Section 8 companies: No share capital, so reconciliation is not applicable
• Government companies: Specifically exempted under certain Rule 9A provisions
• Nidhi companies: Exempted from dematerialization requirements under Rule 9A

PAS-6 Filing Deadlines for FY 2025-26

PAS-6 is filed twice every financial year, covering two six-month periods. The filing window is 60 days from the end of each half-year. Here is the complete deadline schedule:

For the current compliance cycle, the next PAS-6 filing deadline is May 30, 2026. This covers the October 2025 to March 2026 period. If your company missed the November 29, 2025 deadline for the first half, that filing is now overdue and attracting penalties. File it immediately before starting work on the second-half return.

What Information Does PAS-6 Contain?

Form PAS-6 is a structured reconciliation document. It captures the following data points for each class of securities (typically equity shares, but also preference shares if issued):

Part A: Company and Security Details

• CIN (Corporate Identification Number) of the company
• Company name and registered office address
• ISIN (International Securities Identification Number) for each class of securities
• Face value of each class of securities
• Name of the Registrar and Transfer Agent (RTA)
• Name of the depository where shares are admitted (NSDL, CDSL, or both)

Part B: Reconciliation Statement

Part C: Certification

The certifying professional (CSP or Expert) confirms that the reconciliation is accurate, that all allotments during the half-year were in demat form, that requests for dematerialization were processed timely, and that there are no pending investor grievances related to share transfers or demat conversions.

Role of NSDL and CDSL in PAS-6 Reconciliation

NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited) are India's only two securities depositories. They hold shares in electronic form on behalf of investors, just as banks hold money on behalf of depositors. Every company that dematerializes its shares must connect with one or both of these depositories.

How the Depository System Works for Unlisted and Private Companies

The company enters into a tripartite agreement with the depository (NSDL or CDSL) and the Registrar and Transfer Agent (RTA). When a shareholder wants to dematerialize physical shares, they submit a Dematerialization Request Form (DRF) to their Depository Participant (DP). The DP sends the request to the RTA, who verifies the physical certificate against the company's register, cancels the certificate, and confirms the credit to the shareholder's demat account. The entire process is electronic and typically completes within 15-21 days.

Obtaining the Beneficiary Position Report

For PAS-6 reconciliation, the company (through its RTA) obtains a beneficiary position report from each depository as on the last date of the half-year (September 30 or March 31). This report shows the total number of shares held across all demat accounts at that depository. The company then compares:

• NSDL beneficiary position (shares in demat at NSDL) + CDSL beneficiary position (shares in demat at CDSL) + Physical shares (as per register) = Total issued share capital

If the equation balances, the reconciliation is clean. If there is a discrepancy, the certifying professional must investigate and report the reason - which could be pending allotment credits, demat requests in transit, or record errors.

Step-by-Step PAS-6 Filing Process

Here is the complete process to file PAS-6 on the MCA portal, from preparation to submission.

Step 1: Ensure Dematerialization Infrastructure is in Place

Before you can file PAS-6, your company must have:

• An ISIN allotted by NSDL or CDSL for each class of securities
• An appointed Registrar and Transfer Agent (RTA) - firms like Link Intime India, KFin Technologies, Bigshare Services, or Skyline Financial Services
• A tripartite agreement executed between the company, the depository, and the RTA
• Shares of existing shareholders dematerialized or a process in place for conversion

If your company has not yet set up this infrastructure, this is the first step. You cannot file PAS-6 without an ISIN and depository connection. The RTA appointment and ISIN generation typically take 3-6 weeks.

Step 2: Obtain the Beneficiary Position Report

Request your RTA to generate the beneficiary position report from NSDL and CDSL as on the last day of the half-year period (September 30 or March 31). The report shows the total demat holdings at each depository. Cross-check this against your company's register of members and allotment records.

Step 3: Prepare the Reconciliation Statement

Using the depository data and your register of members, prepare the reconciliation:

• Total issued shares (from PAS-3 filings, allotment records, and ROC filings)
• Demat shares at NSDL + Demat shares at CDSL + Physical shares = Total
• Identify and document any discrepancies

Step 4: Engage the Certifying Professional

Appoint a Compliance Professional in Practice or Tax Professional in Practice to certify the reconciliation. The professional will verify the figures independently, check the depository records, review allotments during the half-year, and confirm whether dematerialization requests were processed timely. The professional then signs the PAS-6 audit report.

Step 5: Pass Board Resolution

The Board of Directors must authorize the filing of PAS-6. Pass a resolution noting the reconciliation audit report and authorizing a director to sign and file the form on the MCA portal.

Step 6: File on MCA V3 Portal

Log in to the MCA V3 portal with your company credentials. Navigate to the e-Filing section, select Form PAS-6, fill in the required fields, upload the reconciliation audit report as an attachment, and affix the digital signatures of the director and the certifying professional. Submit the form and note the SRN (Service Request Number) for tracking.

Step 7: Confirm Filing Status

After submission, check the MCA portal for the filing status. The form may be approved directly or may require resubmission if the ROC finds discrepancies. Maintain a copy of the filed PAS-6, the SRN acknowledgment, and the certifying professional's report in your statutory records.

Setting Up Dematerialization: Prerequisites for PAS-6

Many private companies approaching PAS-6 for the first time face a more fundamental challenge: their shares have never been dematerialized. Before filing PAS-6, your company must have an ISIN allotted by NSDL or CDSL, an appointed Registrar and Transfer Agent (RTA), and a tripartite agreement between the company, depository, and RTA. Major RTAs for unlisted and private companies include Link Intime India, KFin Technologies, Bigshare Services, and Skyline Financial Services.

The ISIN is a unique 12-character code (format: INE followed by 9 alphanumeric characters) that identifies each class of securities. The RTA submits the ISIN application to the depository along with the company's incorporation documents, board resolution, specimen share certificate, and the tripartite agreement. ISIN generation typically takes 2-4 weeks. Once active, existing shareholders must open demat accounts with a Depository Participant (DP) and submit a Dematerialization Request Form (DRF) to convert physical shares. All new allotments from September 30, 2024 onwards must be in demat form only.

PAS-6 Certification: Compliance Professional vs Tax Professional

The PAS-6 reconciliation audit report must be certified by an independent practicing professional. The rule allows either a Compliance Professional in Practice (CSP) or a Tax Professional in Practice. Here is how the two options compare:

For most private companies, engaging a Compliance Professional in Practice is the natural choice because the same professional can handle PAS-6, annual ROC filings, and other corporate compliance. If your statutory auditor is already reviewing share capital records during the audit, asking them to certify PAS-6 simultaneously can also be efficient. Typical certification fees range from ₹3,000 to ₹10,000 per half-year regardless of whether a CSP or Expert is engaged.

Penalties for Non-Filing or Late Filing of PAS-6

The penalty framework for PAS-6 non-compliance operates at two levels: the direct penalty for not filing the form, and the consequential restrictions on corporate actions.

Direct Penalty Under Section 450

For a private company with two directors, the combined penalty exposure is significant. If PAS-6 is not filed for 6 months past the deadline (approximately 180 days), the penalty works out to: ₹10,000 (company) + ₹180,000 (company - continuing default) + ₹10,000 x 2 (directors) + ₹180,000 x 2 (directors - continuing default) = ₹5,70,000 in total. For an annual compliance that costs ₹5,000-₹10,000 to file, this is a catastrophic return on negligence.

Consequential Restrictions Under Rule 9A(6)

Beyond the monetary penalty, non-compliance with Rule 9A (including PAS-6) triggers operational restrictions:

• No new share issuance: The company cannot allot new shares to investors, promoters, or employees
• No buyback: Share buyback transactions are prohibited
• No bonus shares: Bonus issuance is blocked
• No stock split: The company cannot subdivide its shares
• No share transfers: Transfer of existing shares will not be processed by the RTA

These restrictions can severely impact a growing private company. If you are planning a new round of funding, an ownership transfer, or an ESOP allocation, non-compliance with PAS-6 will block the transaction until the default is rectified.

Common Mistakes in PAS-6 Filing

Based on common compliance gaps observed across private companies navigating PAS-6 for the first time, here are the errors that most frequently result in rejection, delays, or penalties.

• No dematerialization infrastructure: Attempting to file PAS-6 without having an ISIN, RTA, or depository agreement. Set up the infrastructure first.
• Register vs depository mismatch: Allotments credited to demat accounts but the register of members not updated, or vice versa.
• Wrong deadline calculation: Assuming November 30 or May 31 instead of calculating the exact 60th day (November 29 and May 30 respectively).
• Using an employed professional: The certification must be by a qualified professional or Expert in practice - not an employed compliance professional or in-house accountant.
• Ignoring pending demat requests: Dematerialization requests in transit on the reconciliation date cause mismatches if not accounted for.
• Missing multiple security classes: If your company has equity and preference shares, PAS-6 must reconcile each class separately with its own ISIN.

PAS-6 Filing Checklist and Timeline for FY 2025-26

Use this timeline to prepare for the upcoming May 30, 2026 PAS-6 deadline. Each step includes the recommended completion date and responsible person.

How PAS-6 Fits Into Your Annual Compliance Calendar

PAS-6 is one of several periodic filings that Private Limited Companies must track throughout the year. Here is where it fits alongside other key compliance obligations for FY 2025-26:

Half-Yearly Filings

• PAS-6 (first half): Due November 29, 2025 (for April-September 2025 period)
• PAS-6 (second half): Due May 30, 2026 (for October-March 2026 period)
• MSME-1 (first half): Due October 31, 2025 (for April-September 2025 period)
• MSME-1 (second half): Due April 30, 2026 (for October-March 2026 period)

Annual Filings

• June 30, 2026: DPT-3 (Return of Deposits) for FY 2025-26
• September 30, 2026: AOC-4 (financial statements) and MGT-7A (annual return) - within 30/60 days of AGM
• September 30, 2026: DIR-3 KYC for all directors
• September 30, 2026: Income tax return (for audit cases)
• Quarterly/Monthly: GST returns, TDS returns, advance tax

Missing any of these creates a domino effect - late annual filings can prevent ROC compliance, block loan approvals, and trigger disqualification proceedings against directors. Companies should maintain a master compliance calendar that tracks every deadline across all regulators.

PAS-6 vs Other Share Capital Forms

Private companies deal with multiple forms related to share capital. Understanding the distinction prevents confusion and ensures the right form is filed for the right event.

PAS-6 is unique among these forms because it is periodic, not event-based. It is due every six months regardless of whether any share capital activity occurred during the period. Even if no shares were allotted, transferred, or dematerialized, the reconciliation must still be filed confirming that the existing share capital continues to reconcile correctly.

Additional PAS-6 Compliance Points for Private Companies

Even if 100% of your company's shares are in demat form and zero shares remain in physical form, PAS-6 must still be filed. A clean reconciliation with zero discrepancy is still a mandatory filing - it is not a nil return. Similarly, the number of shareholders is irrelevant. If a company with a single shareholder meets the applicability criteria, PAS-6 must be filed. If your company has not yet obtained an ISIN, the priority should be to set up the dematerialization infrastructure first, then file overdue PAS-6 returns with additional fees - because the company is already in violation of Rule 9A(2) and (3).

For companies incorporated after September 30, 2024, there is no grace period. A private company that does not qualify as a small company must issue its subscriber shares in demat form from inception and file PAS-6 from the first applicable half-year. And if your articles of association restrict share transfers, those restrictions continue to apply in the demat environment - transfers happen through the depository system instead of physical transfer deeds, but the company's approval process remains.

Summary

Form PAS-6 - the Half-Yearly Reconciliation of Share Capital Audit Report - is a mandatory filing for every private company that exceeds the small company threshold. With the 2023 amendment to Rule 9A bringing private companies under the dematerialization mandate, PAS-6 is now a twice-yearly compliance requirement alongside existing obligations like DPT-3, AOC-4, and MGT-7A. The next deadline is May 30, 2026 for the October 2025 to March 2026 period. The filing requires an ISIN, an appointed RTA, beneficiary position reports from NSDL and CDSL, a reconciliation certified by a CSP or Expert in Practice, and submission on the MCA V3 portal with digital signatures. Non-filing attracts ₹10,000 plus ₹1,000 per day on both the company and its directors, and triggers restrictions on share issuance, buyback, and transfers. Set up your dematerialization infrastructure if you have not already, engage your certifying professional by early May, and file by May 25 to avoid last-minute portal congestion. PAS-6 compliance is not complex - it is a reconciliation exercise. But missing it has severe consequences.