TL;DR
- Every unlisted public company must file Form PAS-6, the half-yearly reconciliation of share capital audit report, within 60 days of each half-year end under Rule 9A(8): by 29 November and 30 May.
- A private company other than a small company files it too, through Rule 9B(5), from its demat compliance date.
- The report is certified by a company secretary or chartered accountant in practice.
Quick Answer: Every unlisted public company must file Form PAS-6 within 60 days of each half-year end, by 29 November and 30 May. A private company other than a small company files it too, through Rule 9B(5). The next due date is 29 November 2026, for the half-year ended 30 September 2026.
Form PAS-6 is the reconciliation of share capital audit report. It shows the Registrar of Companies that the capital in the company's books matches the capital held with the depositories and in physical form. It is a half-yearly return under Rule 9A(8) of the Companies (Prospectus and Allotment of Securities) Rules 2014, and it is filed whether or not anything changed in the half-year.
PAS-6 at a glance, financial year 2026-27
| Half-year | Period covered | Due date | Provision |
|---|---|---|---|
| First half | 1 April 2026 to 30 September 2026 | 29 November 2026 | Rule 9A(8) |
| Second half | 1 October 2026 to 31 March 2027 | 30 May 2027 | Rule 9A(8) |
| Certification | Company secretary or chartered accountant in practice | With each filing | Rule 9A(8) |
| Private companies | Same form and dates, from the demat compliance date | Same | Rule 9B(5) |
Who Must File Form PAS-6?
Every unlisted public company governed by Rule 9A files Form PAS-6. The duty runs with the demat rule: Rule 9A, inserted by G.S.R. 853(E) of 10 September 2018, requires such a company to issue securities only in dematerialised form and to facilitate the demat of existing securities.
Which Unlisted Public Companies Are Exempt?
Rule 9A(11) takes three kinds of unlisted public company out of the rule altogether, so none of them files PAS-6.
| Exempt under Rule 9A(11) | Effect |
|---|---|
| A Nidhi | No Rule 9A demat duty and no PAS-6 |
| A Government company | No Rule 9A demat duty and no PAS-6 |
| A wholly owned subsidiary | No Rule 9A demat duty and no PAS-6 |
Do Private Companies File PAS-6?
Yes, if they are not small companies. Rule 9B, inserted by G.S.R. 802(E) of 27 October 2023, applies the demat duty to every private company other than a small company or a Government company. Rule 9B(5) then applies sub-rules (4) to (10) of Rule 9A, which brings in Form PAS-6.
The private-company demat rule has its own compliance clock, set in Rule 9B(2) and explained in the guide to the private-company demat rule. PAS-6 starts once that date is reached. Where it is unclear whether Rule 9B reaches a particular group company, advisory services on company-law applicability can settle the position before the first return.
Which Private Companies Count as Small?
A small company has paid-up capital of not more than ₹10 crore and turnover of not more than ₹100 crore, the limits in rule 2(1)(t) of the Companies (Specification of Definitions Details) Rules 2014 from 1 December 2025. For year ends from 31 March 2023 to 31 March 2025 the limits were ₹4 crore and ₹40 crore, under G.S.R. 700(E) of 15 September 2022. A holding company, a subsidiary and a Section 8 company can never be small, under the proviso to section 2(85).
Do Listed Companies File PAS-6?
No. A listed company is not governed by Rule 9A. Regulation 76 of the Securities and Exchange Board of India's SEBI (Depositories and Participants) Regulations 2018 instead requires a quarterly reconciliation of share capital audit report, submitted to the stock exchanges.
When Is PAS-6 Due?
PAS-6 is due within 60 days from the conclusion of each half-year. Counting 60 days from 30 September gives 29 November, and counting from 31 March gives 30 May. These dates are the same every year, because the rule fixes the period, not a calendar date. They run alongside, and separately from, the annual return on Form MGT-7 or MGT-7A.
How Is the 60-Day Period Counted?
The count starts on the day after the half-year ends. For the half-year ended 30 September 2026, October supplies 31 days and November the remaining 29, so the last day is 29 November 2026. For the half-year ended 31 March 2027, April supplies 30 days and May 30, so the last day is 30 May 2027.
Is a Return Due If Nothing Changed in the Half-Year?
Yes. Rule 9A(8) requires a filing for each half-year, and the form reports the position at the end of the period as well as any change during it. A company with no allotment, transfer or demat request in the half-year still files. Because the return recurs regardless of events, it belongs on a secretarial and company-law compliance calendar rather than on a transaction checklist.
Who Certifies the Reconciliation of Share Capital Audit?
A company secretary in practice or a chartered accountant in practice certifies Form PAS-6, under Rule 9A(8) as substituted by G.S.R. 376(E). The form's certificate is signed by a chartered accountant or company secretary in practice, with a membership number and certificate of practice number. A cost accountant is not named for PAS-6, although Regulation 76 allows one for a listed company's quarterly report.
A director of the company also verifies and signs the form digitally before it is filed with the Registrar of Companies (ROC), as part of the wider ROC compliance for a private limited company.
What Does Form PAS-6 Contain?
Form PAS-6 is titled "Reconciliation of Share Capital Audit Report (Half-yearly)". Its main sections are below.
| Section of Form PAS-6 | What it reports |
|---|---|
| Company details | CIN, name, registered office, email and the period of filing |
| Capital by ISIN | For each ISIN: issued capital, shares held with NSDL, with CDSL and in physical form, and the total |
| Reconciliation | The reasons for any difference between issued capital and the total held with NSDL, CDSL and in physical form |
| Changes in the half-year | Rights, bonus, private placement, ESOPs, amalgamation, conversion, buy-back, capital reduction, forfeiture and others, each marked as intimated to NSDL and CDSL |
| Promoter, director and KMP holdings | Split between demat and physical |
| Demat requests | Requests confirmed after 21 days or pending beyond 21 days, with reasons |
| Register of members | Whether it is updated |
| Certificate | Verification by a director and the practising professional's certificate |
Rule 9A(8A) adds a separate duty: any difference between issued capital and capital held in demat form must be reported to the depositories at once, not held for the next PAS-6.
What Is the Penalty for Filing PAS-6 Late?
The immediate cost is an additional fee. Rule 9A(8) requires the form to be filed with the fee set by the Companies (Registration Offices and Fees) Rules 2014. A late form attracts an additional fee, set as a multiple of the normal fee under the table substituted by G.S.R. 12(E) from 1 July 2022: 2 times for a delay of up to 30 days, 4 times up to 60 days, 6 times up to 90 days, 10 times up to 180 days and 12 times beyond that. Late-fee exposure is worth checking across every MCA form you file, including the yearly DPT-3 return of deposits.
| Nominal share capital | Normal filing fee (Annexure item I(5)) |
|---|---|
| Up to ₹1,00,000 | ₹200 |
| ₹1,00,000 to ₹4,99,999 | ₹300 |
| ₹5,00,000 to ₹24,99,999 | ₹400 |
| ₹25,00,000 to ₹99,99,999 | ₹500 |
| ₹1,00,00,000 or more | ₹600 |
Which Penalty Provision May Apply?
Rule 9A carries no penalty clause of its own. Section 450 of the Companies Act 2013, the residual penalty where no specific penalty is provided, may apply. It sets a penalty of ₹10,000, with ₹1,000 for each further day of default, capped at ₹2,00,000 for the company and ₹50,000 for an officer in default.
Does a Late PAS-6 Block a Share Issue?
No. The bar in Rule 9A(6) on a new offer, buy-back, bonus or rights issue is triggered by unpaid depository or registrar fees under Rule 9A(5), not by a late PAS-6. A separate condition in Rule 9A(2) requires the holdings of promoters, directors and key managerial personnel to be dematerialised before any such offer.
How Is a Half-Yearly MCA Return Tracked Across Entities?
A compliance management platform holds PAS-6 as two obligations per entity per financial year, each with a named owner and the filing evidence.
LexComply does not file or certify anything. The practising professional certifies, and the Registrar receives the form. To see how your PAS-6 cycle would sit there, contact LexComply.
Common Mistakes to Avoid
- Treating PAS-6 as an unlisted public company form only. Rule 9B(5) applies Rule 9A(4) to (10) to every private company other than a small company or Government company, which brings in PAS-6 from its compliance date.
- Carrying the Rule 9A(11) exemptions into Rule 9B. A wholly owned subsidiary or a Nidhi is exempt under Rule 9A(11), but Rule 9B does not import that sub-rule, so a private wholly owned subsidiary is not exempt.
- Assuming a subsidiary can be a small company. The proviso to section 2(85) excludes every holding company and subsidiary company from the small company definition, however small its capital or turnover.
- Letting a cost accountant certify. Rule 9A(8) names only a company secretary or a chartered accountant in practice.
- Skipping a half-year with no changes. Rule 9A(8) requires a return for each half-year, whether or not the capital moved.
- Holding a mismatch for the next return. Rule 9A(8A) requires any difference between issued and demat capital to be reported to the depositories immediately.
Legal Disclaimer
This article is general information on Indian company law, current as at the date shown above. It is not legal advice and does not take account of any particular company's facts. Obtain professional advice before acting on any position described here.