Deployment of New E-Form PAS-6 on MCA

Dear Professionals

 

Hope you all are doing good during this Pandemic.

 

In this write up, I am sharing with you all Latest update from MCA regarding Deployment of new E-Form PAS 6 (Reconciliation of Share Capital Audit Report on half yearly basis) and It’s Applicability by way of Questions and Suitable Answers.

This approach of MCA (Ministry of Corporate Affairs) gives us enthusiast to get some new compliance after each periodic interval which let us learning new things every year, also we never get bored with this New Companies Act, 2013 and even after 6 years of implementation it’s still NEW.

Let’s Just begin with Frequently Asked Questions (FAQ’s) on Deployment of E-Form PAS-6 on MCA.

Question: 1 What is the Purpose of Deployment of New e-form PAS -6? Answer: Reconciliation of Share Capital Audit Report on half yearly basis.

Question: 2 What is the Provision under which new e-form PAS -6 govern? Answer: Pursuant to Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended vide Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019

Question: 3 What is the Date of Deployment of New e-form PAS -6? Answer: The New E-Form PAS -3 is available for filing on MCA portal w.e.f 15th July, 2020.

Question: 4 Applicability of e-form PAS 6? Answer: New e-form PAS 6 shall be file by every unlisted public company except (a) a Nidhi; (b) a Government company or (c) a wholly owned subsidiary.

Question: 5 What is the Due date of Filing of e-form PAS 6? Answer: Every unlisted public company governed by this rule shall submit Form PAS-6 to the Registrar with such fee as provided in Companies (Registration Offices and Fees) Rules,2014 within sixty days from the conclusion of each half year. i.e. 30th May and 29th Nov of each financial year.

Question: 6 Who shall be authorized to certify New e-form PAS -6? Answer: A Company Secretary of A Chartered Accountant in Practice shall be authorized to certify E-form PAS-6.

Question:7 What is the mandatory attachment of New e-form PAS -6? Answer: There is no mandatory attachment in New e-form PAS -6 but for record purpose a company may attach document received from depository stating details of shares held in DEMAT.

Question:8 What are the Contents of New e-form PAS -6? 1.     ISIN. All information shall be furnished for the half year ended 30th September and 31st March in every financial year for each ISIN separately. 2.     Details of issued capital number of shares along with percentage of total issued capital and total number of shares which are held in dematerialized form or physical form. 3.     Details of changes in the share capital in the form of Rights, Bonus, Private placement, ESOPs, Amalgamation, Conversion, Buyback, Capital Reduction, Forfeiture and others. 4.     Details of shares held by promoters, directors and KMPs in the form of DEMAT or physical. 5.     Details whether Register of Members Updated or not. 6.     Total no. of demat requests, if any, confirmed after 21 days and the total no. of demat requests pending beyond 21 days with the reasons for delay. 7.     Details if any common agency for registry appointed or not. 8.     Details of Company Secretary of the Company, if any; Else digitally sign by the Director/Manager/CFO.

Question:9 What are the Unique Key benefits New e-form PAS -6? 1.     This form will bring Transparency in Records of Shares of Unlisted Public Company as the company shall immediately bring to the notice of the depositories any difference observed in its issued capital and the capital held in dematerialized form. 2.     By deployment of this form Unlisted Public Companies will update their Registers in a        disciplined manner.

Question:10 What are the Penal Provision for non-filing of e-form PAS -3? Answer: As there is no penalty prescribed under rule 9A for non-compliance thereof, therefore section 450 (Residuary provision for penalty) will come into picture. The Company and every officer of the company who is in default or such other person shall be punishable with fine which may extend to ten thousand rupees, and where the contravention is continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.

 

 

In compliance of this Rule there are 2 major Duties has been assigned to the Shareholders of Unlisted Public Company and Unlisted Public Company:

 

 

 

 

As per rule 9A(3) every holder of securities of an unlisted public company: 1.     who intends to transfer its securities; or 2.     who intends to subscribe to any securities of an unlisted public company on or after 02nd October 2018 shall make sure that all his existing securities are held in dematerialized form before making such transfer or subscription, and if not, then the security holder shall not be able to make such transfer or subscription.

As per rule 9A(4) every unlisted public company shall: a)    facilitate dematerialisation of all its existing securities by making necessary application to a depository; b)    secure ISIN for each type of security; and c)     inform all its existing security holders about such facility. As per rule 9A(2) every unlisted public company shall ensure that entire holding of securities of its promoters, directors and key managerial personnel has been dematerialised in accordance with the provisions of the Depositories Act, 1996, and if not, then the company shall not be allowed to do the following: a)    issue of any securities; b)    buyback of securities; c)     issue of bonus shares; d)    right offer   As per rule 9A(5) every unlisted public company shall ensure that: a)    it makes timely payment of fees (admission as well as annual) to depository, registrar to an issue and share transfer agent; b)    it maintains security deposit at all times of at least 2 years Fees with depository, registrar to an issue and share transfer agent; c)     it complies with the regulations or directions or guidelines issued by SEBI or Depository from time to time with respect to dematerialisation of shares of unlisted public companies.