PAS-6 — Share Capital Reconciliation Report (CA-Certified)

Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (inserted by MCA notification dated 10 September 2018): unlisted public companies must reconcile issued share capital with NSDL/CDSL depository records every half-year (ending 30 September and 31 March) and file within 60 days; report must be certified by a practising CA or CS. Section 46 of the Companies Act, 2013: certificates of shares; share capital records must be accurate and maintainable. Companies (Registration Offices and Fees) Rules, 2014: additional fees applicable for delayed filing on a slab basis.

The PAS-6 Reconciliation of Share Capital Report is a critical compliance document for all unlisted public companies in India. Mandated by the Ministry of Corporate Affairs (MCA), its primary objective is to ensure the accuracy and integrity of a company's share capital records by reconciling them with the records of the depositories, namely NSDL and CDSL. This half-yearly exercise is a fundamental component of corporate governance, providing transparency to shareholders and regulatory authorities regarding the actual status of a company's securities. Failure to file this report attracts significant penalties under the Companies Act, 2013, making timely and accurate preparation essential. The report serves as a statutory certification that the total number of equity shares issued by the company, as recorded in its books, matches the total number of shares held in dematerialised form with the depositories, accounting for any shares held in physical form.

The process and requirements for PAS-6 are outlined in Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, which was introduced by the MCA notification dated 10th September 2018. This rule specifically casts the obligation on unlisted public companies to reconcile their share capital data every half-year, ending on 30th September and 31st March. The reconciliation must be completed, and the report filed with the Registrar of Companies (ROC) within 60 days of the end of each half-year. The report must be certified by a practising Company Secretary or a practising Chartered Accountant, who verifies the data against the company's statutory registers and the depository statements. The key data points reconciled include the total number of shares authorised, issued, subscribed, and paid-up, contrasted with the total shares dematerialised and the shares still held in physical form. Any discrepancy identified must be highlighted, and corrective action reported.

Obtaining a certified PAS-6 report is not merely a filing formality but a substantive audit of a company's securities register. Engaging a professional firm ensures that the reconciliation is conducted with due diligence, discrepancies are investigated, and the report is filed correctly on the MCA21 portal within the statutory deadline. This service provides end-to-end management, from collating internal records and obtaining depository data to obtaining the professional certification and completing the electronic filing. By outsourcing this critical compliance task, the board of directors and company secretary can ensure adherence to Section 46 of the Companies Act, 2013 (which deals with certificates of shares) and the specific procedural rules under Rule 9A, thereby mitigating legal risk and upholding corporate transparency standards.