Learn how to file PAS-6, the half-yearly share capital reconciliation form for unlisted companies with demat shares, including due dates, documents, and fees.
How to File PAS-6 Share Capital Reconciliation: Complete Step-by-Step Guide
If your company has issued shares in dematerialised (demat) form, there is a quiet, recurring compliance requirement that many founders overlook until a reminder email from their CS lands in their inbox: PAS-6. It is not as well known as annual filings like AOC-4 or MGT-7, but it is just as mandatory, and just as capable of attracting penalties if ignored.
The good news is that once you understand what PAS-6 is and set up a simple half-yearly routine around it, it becomes one of the easiest filings to stay on top of. Let us break it down clearly, step by step.
What is PAS-6 and Why Does It Matter
PAS-6 is the Reconciliation of Share Capital Audit Report that certain companies must file with the Registrar of Companies (ROC) on a half-yearly basis. It was introduced by the Ministry of Corporate Affairs to ensure that a company's issued share capital, the shares it says it has issued, matches exactly with the shares actually held in dematerialised form with depositories like NSDL and CDSL, as well as the physical shares held by shareholders.
Here is why this matters. In India, company shares can exist in two forms, physical (paper share certificates) and dematerialised (electronic form held in a demat account). Over time, as companies convert shares from physical to demat, issue new shares, or shareholders transfer shares between accounts, there is a real risk of a mismatch between what the company's own records show and what the depositories show. PAS-6 exists specifically to catch and report these mismatches before they snowball into bigger problems, such as disputes over ownership, incorrect voting rights, or complications during a company's IPO or fundraising process.
PAS-6 must be certified by a practicing Company Secretary or a practicing Chartered Accountant, who examines and reconciles the company's total issued capital with the capital held in demat form and reports any discrepancy. This third-party certification adds a layer of independent verification, which is precisely why regulators consider it an important governance tool, not just a formality.
Unlike many other MCA filings that are annual, PAS-6 is unusual in that it must be filed twice a year, making it one of the more frequent recurring compliances for applicable companies. This half-yearly rhythm means founders need to build it into their compliance calendar as a routine task rather than a one-time event.
Who Must File PAS-6 and When (Due Date)
PAS-6 applies to every unlisted public company that has issued shares and holds securities in dematerialised form, along with certain other categories of companies as notified by the Ministry of Corporate Affairs from time to time. Specifically, this requirement generally covers:
- Unlisted public companies that have facilitated dematerialisation of their shares
- Companies that fall under the scope of Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, which mandates dematerialisation for unlisted public companies
- In some cases, private companies that meet specified thresholds have also come under similar dematerialisation obligations following recent regulatory changes, so it is important to verify your company's specific applicability
The filing is done half-yearly, covering two periods in a financial year:
- For the half-year ending 30th September, the due date for filing PAS-6 is generally within 60 days, i.e., by around 29th November
- For the half-year ending 31st March, the due date for filing PAS-6 is generally within 60 days, i.e., by around 29th/30th May
Please note that exact due dates and applicability thresholds are subject to amendments by the Ministry of Corporate Affairs, so always verify the current requirement on mca.gov.in or with your compliance advisor before the filing window approaches, especially since recent years have seen an expansion of which companies fall under mandatory dematerialisation and reconciliation requirements.
If your private limited company has recently crossed paid-up capital or turnover thresholds that bring it under mandatory dematerialisation rules, PAS-6 compliance may now apply to you even if it did not in previous years. This is an area where many growing startups get caught off guard simply because they assume PAS-6 is only for larger public companies.
Documents Required for PAS-6 Filing
Before you begin the reconciliation and filing process, gather the following:
- Statement of reconciliation of share capital prepared by a practicing CS or CA, comparing issued capital, capital held in demat with NSDL, capital held in demat with CDSL, and capital held in physical form
- Latest shareholding pattern of the company as on the reporting date (30th September or 31st March)
- Details of shares held in dematerialised form, obtained from NSDL and CDSL through your Registrar and Transfer Agent (RTA)
- Details of shares held in physical form, from the company's register of members
- Board resolution or authorisation, if required internally, confirming the reconciliation exercise and appointment of the certifying professional
- Previous PAS-6 filing (if applicable) for reference and continuity of reported figures
- ISIN (International Securities Identification Number) details of the company's shares
- Register of Members and Register of Transfers, to cross-verify with depository records
- Digital Signature Certificate (DSC) of the authorised director or company secretary who will digitally sign the form
- Digital Signature Certificate of the certifying professional (practicing CS or CA)
Since PAS-6 requires coordination with your RTA and depositories to obtain accurate demat holding data, it is a good idea to start collecting this information at least two to three weeks before the due date rather than waiting until the last week.
Step-by-Step Guide to Filing PAS-6 on MCA V3
- Identify the applicable half-year for which the reconciliation report is being prepared, either the period ending 30th September or 31st March.
- Reach out to your Registrar and Transfer Agent (RTA) to obtain the latest data on shares held in demat form with both NSDL and CDSL as on the reporting date.
- Compile the company's total issued, subscribed, and paid-up capital from internal records, including any allotments, buybacks, or forfeitures during the period.
- Engage a practicing Company Secretary or Chartered Accountant to conduct the reconciliation exercise, comparing the total capital in demat form with the capital as per company records, and identify any discrepancies.
- Prepare the reconciliation working, which should clearly reflect any difference between issued capital and the capital actually held in demat plus physical form, along with reasons for any variance and corrective action taken or proposed.
- Log in to the MCA V3 portal using valid credentials, and navigate to the "MCA Services" section to locate e-Form PAS-6.
- Fill in the company details, which typically auto-populate based on your CIN, including registered office and financial year details.
- Enter capital details as of the reporting date, including authorised capital, issued capital, subscribed and paid-up capital, and a breakup between demat and physical holdings.
- Attach the reconciliation report/certificate prepared and signed by the practicing professional, along with any supporting annexures showing the detailed workings.
- Affix the Digital Signature Certificate of the authorised signatory (usually a director or company secretary of the company) as well as the DSC of the certifying professional.
- Run the pre-scrutiny check on the MCA V3 portal to catch any formatting errors, missing fields, or attachment issues before final submission.
- Pay the applicable filing fee through the MCA online payment gateway. Since fee structures can be revised, verify the current applicable fee on mca.gov.in at the time of filing.
- Submit the form and note the Service Request Number (SRN) generated for tracking purposes.
- Retain a copy of the filed form, challan, and reconciliation certificate in your company records for future reference, since these often get requested during audits or fundraising due diligence.
Fees and Penalties in 2026 (Please Verify Current Rates)
The base filing fee for PAS-6 follows the standard MCA fee schedule applicable to e-forms based on the company's authorised share capital slab. As with all MCA filings, these fee slabs are periodically revised, so please confirm the exact current fee on mca.gov.in before filing rather than relying on any specific figure quoted elsewhere.
If PAS-6 is not filed within the prescribed 60-day window from the end of the half-year, additional fees apply, typically calculated on a per-day or slab basis depending on the length of delay. Since PAS-6 is a recurring half-yearly filing, repeated delays can compound quickly, both in terms of additional fees and in terms of regulatory scrutiny, since the ROC can flag companies with a pattern of late reconciliation filings.
Beyond the additional fee for late filing, non-compliance with the dematerialisation and reconciliation requirements under the Companies Act read with the relevant rules can also expose the company and its officers to penalties. Persistent non-compliance may also complicate matters if the company later needs to raise funds, get listed, or undergo M&A due diligence, since unresolved discrepancies in share capital records are a common red flag for investors and auditors.
It's worth remembering that PAS-6 is fundamentally a governance and transparency filing, its real cost of non-compliance is often reputational and operational rather than just monetary. A company with a clean, consistent half-yearly reconciliation history signals strong governance to future investors and lenders.
Common Mistakes Companies Make While Filing PAS-6
- Not realising the company is covered under mandatory dematerialisation and reconciliation rules, especially as thresholds for private companies have expanded in recent years
- Waiting until the due date to contact the RTA, which delays the reconciliation exercise since depository data takes time to compile and verify
- Mismatched figures between the company's internal register of members and the actual demat holding data from NSDL/CDSL
- Filing without proper certification from a practicing CS or CA, since the reconciliation certificate is a mandatory attachment
- Ignoring discrepancies instead of investigating and documenting the reasons, which can raise concerns during future audits or due diligence
- Missing one of the two half-yearly filings, since founders sometimes remember the annual compliance calendar but forget that PAS-6 recurs twice a year
- Not updating the register of members promptly after transfers or transmissions, causing repeated mismatches every half-year
- Treating PAS-6 as a formality and not actually investigating root causes of persistent capital reconciliation differences
- DSC-related delays, particularly when the certifying professional's DSC has expired or is not properly registered on the MCA portal
- Not retaining historical PAS-6 filings, making it harder to demonstrate a consistent compliance trail during due diligence
Setting up a recurring calendar reminder for both half-yearly due dates, and looping in your RTA and compliance professional well in advance, prevents almost all of these issues.
Frequently Asked Questions
Does PAS-6 apply to my private limited company?
PAS-6 primarily applies to unlisted public companies with dematerialised shares. However, recent regulatory changes have expanded dematerialisation requirements to certain private companies crossing specified capital thresholds. It is important to verify your company's current applicability, since this has changed over recent years and may continue to evolve.
How often do I need to file PAS-6?
PAS-6 is a half-yearly filing, required twice every financial year, once for the period ending 30th September and once for the period ending 31st March, each within 60 days of the respective half-year end.
Who can certify the PAS-6 reconciliation report?
The reconciliation report must be certified by a practicing Company Secretary or a practicing Chartered Accountant who independently verifies the company's issued capital against the capital held in demat and physical form.
What happens if there is a mismatch between issued capital and demat holdings?
If a discrepancy is found, it should be investigated, documented with clear reasons, and corrective action should be taken. The reconciliation report should transparently disclose the mismatch rather than conceal it, since regulators specifically designed PAS-6 to surface such discrepancies for correction.
What if my company missed filing PAS-6 for a previous half-year?
You should file the pending PAS-6 as soon as possible, along with the applicable additional fee for delay. Continuing to skip half-yearly filings increases both the cumulative additional fee and regulatory risk, so timely catch-up filing is strongly advised.
Do I need to involve my Registrar and Transfer Agent (RTA) every time?
Yes, since the RTA maintains the interface with depositories (NSDL and CDSL) and can provide the demat holding data needed for reconciliation. Building a standing process with your RTA to share this data proactively each half-year makes the filing much smoother.
Is PAS-6 linked to my company's annual filings like AOC-4 or MGT-7?
No, PAS-6 is a separate, half-yearly filing distinct from the annual filings. However, consistent and accurate PAS-6 filings support the accuracy of your company's overall share capital disclosures made in annual filings and financial statements.
Can Legal Suvidha help if I am unsure whether PAS-6 applies to my company?
Yes. Since applicability depends on your company's specific structure, capital, and dematerialisation status, it is best to get a quick compliance check done rather than guessing. This helps you avoid both unnecessary filings and, more importantly, missed mandatory ones.
If you are unsure whether PAS-6 applies to your company, or simply want someone else to track this recurring deadline for you, Legal Suvidha's free compliance check can quickly tell you where you stand and what needs to be filed.
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