A thorough PAS-6 complete guide

A notification released by Ministry of Corporate Affairs on MCA on 10th September 2018, included the Rule 9A of Companies (which is about Prospectus and Allotment of Securities), and regarding security matter in a state of dematerialized, it included Rules, 2014, by the public companies not listed, that is going to be in action from 2nd October 2018.

As everyone knows, the PAS-6 form filling will happen soon as MCA has sent notification on 15th July 2020. In this context, provided below is a quick guide that can be handy for everyone to fill the form.

Below are some of the questions that appear before filling or ensuring whether PAS-6 can be applied.

Discussed below are some of the frequently dealt with questions.

Here are some of the commonly used questions.

1. What Rule 9A is?

It is about issuing the dematerialized securities by the unlisted companies. As per it each of the unlisted public company-
is going to release the securities explicitly in dematerialized form; and
do dematerialization of the entire securities of it already present as per the norms of the Depositories Act, 1996 and regulations made within it

2. What does it mean by dematerialized?

This is the way of turning paper certificates of an investor into an equal amount of electronic form of securities. The purpose of dematerialization is to boost transparency, investors❜ safety, and administration at the corporate level.

3. Important Rule 9A specs?

1. Each of the public companies (unlisted) will release securities explicitly in dematerialized state and do dematerialization of the entire of its available securities (to have ISIN for the security of every kind)
2. Prior offering for issuing any kind of securities by the public companies (unlisted), the whole holding of securities of those associated with promoters, KMP, as well as directors are made in Demat.
3. Each one holding security of the public company (unlisted) is going to have securities in Demat prior passing to anyone to any aspect of security.
4. Submitting the settlement of audit report of share capital
5. The Grievances of those holding securities of the public company (unlisted) as per the rule is going to be filled prior to IEPF authority.

4. If Rule 9A of the concerned norms appropriate for Deemed Public Companies (a private company, that is supplementary of a public company)?

“Deemed Public Company” is defined as per section 2 (71) constraint of the Companies Act, 2013. It has been made clear that any company that is supplementary of a public company will be deemed a public company even where a supplementary company like this keeps up as a private company in its article. As per the same, Rule 9A of the concerned norms is valid also to deem public companies.

5. Where the rule can’t be applied?

The rule can’t be applicable for an unlisted public company, i.e.-
a Nidhi;
a Government organization
a fully-authorized subsidiary

6. Who is going to file PAS-6?

Each of the unlisted public companies administered by the norm will deposit Form PAS-6 with the Registrar of companies along with the fees of such as it is therein Companies (Registration Offices and Fees) norms, 2014 in a period of 60 days from the completion of every six months.

7. What are the duration of reporting PAS-6 form deployment?

Companies need to file a couple of PAS-6 for every security category
First in between 1st April 2019 to 30th September 2019
Next in between 1st October 2019 to 31st March 2020

8. When is date due for filing of PAS-6?

The ultimate date for PAS-6 filing post deploying form PAS-6 is 12th September 2020 and couple of months onward from the end of every six months.

9. Is it essential to file distinct PAS-6 for distinct types of Securities?

Yes, a company upon having distinct security types like Equity, Preference, Debentures, etc., then it must possess distinct ISIN, and must file distinct PAS-6 for securities of every type.

10. What basically is an ISIN?

ISIN, the abbreviated term for International Securities Identification Number is a distinct 12 digit alphanumeric identification number assigned for security. Equity wholly paid, partly paid, that having distinct voting /dividend rights offered by the same issuer will possess distinct ISINs.

11. If a company doesn’t possess an ISIN, is it possible for it to have now?

Yes, it can have an ISIN now.

12. A company upon not dematerializing the shares by 31st March 2020, what’s the procedure of filing PAS-6 on such occasion?

Upon not dematerializing shares by 31st March 2020, a company has to provide details of share in “held in physical form” Column.

13. Is it essential to attach any documents/ supporting in PAS-6?

No, it is not essential to attach in PAS-6 form.

14. Who holds the authorization filing PAS-6?

Below are authorized people for filing PAS-6. Any one of the below can file PAS-6.
Company Secretary

15. Who holds authorization for certifying the PAS-6 form?

A company secretary (practicing) or a Chartered Accountant (practicing) is acknowledged for certifying the PAS-6 form

16. What are the penalty constraints for not having ISIN?

Considering there is no penalty as per rule 9A for non-compliance, section 45 of Companies Act, 2013 (punishment with no certain penalty is put) will be applicable.
In accordance with section 450, the company and each official of it as a default or another person of such will be punishable along with fines that can be stretched to 10000 INR, and with kept on contravention along with additional fine that may reach 1000 INR for each day post initial during when contravention keeps on.

Important: Please note that the information on this page / site is provided as general information for better understanding for the user and does not constitute tax, legal, or other professional advice and must not be used as such. Please consult your professional adviser(s) if you have any questions / doubts regarding the above.

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