PAS-6 for Apr-Sep 2026: The Share Capital Audit Report Most Private Companies Now Owe

• •Unlisted public companies: in scope since Rule 9A (FY 2019-20 onwards); nothing new for them.
• •Private companies that are not small companies: in scope via Rule 9B after the 30 June 2025 demat mandate. A company is outside the 'small company' shelter if paid-up capital exceeds Rs 4 crore or turnover exceeds Rs 40 crore (or it is a holding/subsidiary company, which loses small-company status regardless of size).
• •Any private company that has actually obtained an ISIN and admitted securities to a depository, even if it dematerialised early or voluntarily.
• •Out of scope: genuine small companies (until they cross the thresholds), government companies as exempted, and companies with no ISIN and no Rule 9B obligation.

Holding and subsidiary companies are the trap: a Rs 1 lakh capital subsidiary of any other company is not a 'small company' and is therefore inside the demat mandate and PAS-6 net.

The obligation is per ISIN: a company with separate ISINs for equity and preference shares files a PAS-6 for each ISIN, each half-year.

• •Issued capital vs total of demat and physical holdings, per ISIN, as at the half-year end.
• •Changes during the half-year: fresh issues, buybacks, and their demat status.
• •Shares held by promoters, directors and KMP, and whether those are fully dematerialised (Rule 9B requires promoter/director/KMP holdings to be demat before any fresh issue or buyback).
• •Details of demat requests pending beyond 21 days and reasons.
• •Certification by a practising Company Secretary or practising Chartered Accountant, with their membership details.

• •ISIN: if the company has not yet admitted its securities to NSDL or CDSL, that process (RTA appointment, admission, ISIN activation) takes 3-6 weeks and must finish before any reconciliation is possible.
• •RTA data: the half-yearly beneficiary position and reconciliation statement come from your Registrar and Transfer Agent; request it early in October, not mid-November.
• •A PCS or PCA engagement: the certifying professional needs the register of members, depository statements and capital history, and reputable professionals get booked out in the November crunch.
• •Clean capital records: if issued capital per MCA records does not match your register (old allotments not filed, forfeited shares hanging), the mismatch surfaces in PAS-6 and must be explained or fixed first.

• •Section 450: Rs 10,000 on the company and every officer in default, plus Rs 1,000 per day for continuing default, capped at Rs 2 lakh for the company and Rs 50,000 per officer.
• •The operational bite: a company in breach of Rule 9B cannot issue or allot securities, and holders who have not dematerialised cannot transfer or subscribe. A funding round, ESOP allotment or secondary transfer stalls on exactly this.
• •Late filing also attracts additional MCA fees on the form itself, which grow with the delay.
• •In diligence, a missing PAS-6 trail is now a standard red-flag item for investors' counsel, because it signals the demat mandate was missed wholesale.

• •July-August 2026: confirm applicability (small-company test, holding/subsidiary status), and if no ISIN exists, start depository admission now; this is the long pole.
• •Early October 2026: request the 30 September beneficiary position and reconciliation data from the RTA and depositories.
• •October 2026: engage the certifying PCS/CA, hand over the register of members and capital history, resolve mismatches.
• •By mid-November 2026: form certified and filed on MCA-21, keeping a buffer for portal load and resubmission remarks.
• •29 November 2026: statutory deadline. AGM-season filings (AOC-4, MGT-7) land in the same window, so do not plan on professional availability in the final week.

MGT-7 shareholding data and PAS-6 demat data describe the same capital from different angles; Registrars cross-check them, so inconsistencies between the two forms invite queries.

• •Assuming 'private company' means exempt: the small-company test, not the private label, decides Rule 9B applicability, and holding/subsidiary status defeats the exemption entirely.
• •Waiting for the AGM: PAS-6 is not AGM-linked; the 29 November date applies whether or not the AGM has happened.
• •Filing one form for two ISINs: each ISIN needs its own PAS-6.
• •Treating it as a one-time filing: it recurs every half-year from now on; put 30 May and 29 November into the permanent compliance calendar.
• •Leaving promoter holdings in physical form: it blocks fresh issues and shows up in the form; dematerialising promoter/director holdings is a precondition worth clearing this half-year.