Everything You Need to Know About Rule 9A and Form PAS-6
In an important update for unlisted public companies, Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, mandates that all unlisted public companies, except for Nidhi Companies, government companies, or wholly-owned subsidiaries, must issue securities exclusively in dematerialized form. This rule came into effect following a notification issued on September 10, 2018.
Key Responsibilities of Unlisted Public Companies Under Rule 9A
As per Rule 9A, unlisted public companies must adhere to the following responsibilities:
1. Issuing Securities in Demat Form Only: All securities, whether new issues or existing, must be issued and managed in dematerialized form.
2. Promotion of Dematerialization: The company must ensure that all its existing securities are dematerialized.
3. Dematerialization of Holdings: Before offering any securities for issues such as bonus shares, rights issues, or buybacks, the company must ensure that the entire shareholding of promoters, directors, and key managerial personnel (KMP) is converted into Demat form.
4. Providing ISIN (International Security Identification Number): Every type of security must have an ISIN, and companies are required to inform their security holders of this facility to keep them updated.
5. Timely Payments and Agreements: The company must ensure prompt payment to the depository, registrar, and share transfer agent as per their agreed terms, and it must properly manage the security deposit and service agreements with these parties.
6. Compliance with Regulatory Guidelines: Companies must adhere to rules, directions, guidelines, and circulars issued by SEBI or the Depository from time to time.
7. Filing MCA Form PAS-6: Unlisted public companies are required to file Form PAS-6 with the Registrar within 60 days from the end of each half-year. This form must be certified by a Company Secretary (CS) or Chartered Accountant (CA) in practice.
### Dematerialization: An Overview
Dematerialization is the process of converting physical share certificates into electronic securities. This conversion simplifies the management of securities and ensures more secure and efficient transactions.
Important Points for Security Holders of Unlisted Public Companies
As of October 2, 2018, the following rules apply to holders of securities in unlisted public companies:
- Before Transfer: If a security holder wishes to transfer their shares, they must ensure that the securities are dematerialized before the transfer takes place.
- New Subscriptions: Anyone subscribing to new securities (through private placement, bonus issues, or rights offers) must ensure that all their existing securities are dematerialized before the subscription.
Filing Form PAS-6
Form PAS-6 must be filed within 60 days after the half-year ends. The form can be downloaded from the official MCA website. Here’s what you need to know about the information required for filing:
Details Required for Form PAS-6:
1. CIN (Corporate Identification Number) of the company.
2. Basic Information: The company's name, email address, phone number, and registered address.
3. ISIN: A unique 12-digit alphanumeric code assigned to each type of security. Separate forms must be filed for each ISIN.
4. Period of Filing: The form must indicate the applicable half-year.
5. Details of the Company’s Capital.
6. Changes in Share Capital: Any changes during the relevant half-year (e.g., rights issues, bonus issues, ESOPs, buybacks, amalgamations) must be reported.
7. Securities Held by Promoters, Directors, and KMP: Whether these securities are held in physical or Demat form must be disclosed.
8. Company Secretary’s Details: Includes the PAN, name, membership number, and contact information.
9. Certifying CA/CS Information: Name, address, email, and phone number of the professional certifying the form.
10. Additional Details: Any optional attachments as required.
The form must be digitally signed by a CS or CA in practice to complete the filing.
Complaint Redressal Under Rule 9A
Any complaints from security holders of unlisted public companies regarding dematerialization or related matters will be addressed by the Investor Education and Protection Fund (IEPF) Authority.
Conclusion
That’s an overview of Rule 9A and the process of filing Form PAS-6. These changes aim to ensure better transparency, security, and efficiency for unlisted public companies in India. Dematerialization is set to improve the management of securities and reduce risks associated with physical share certificates.
For companies needing assistance with dematerialization, compliance, and RTA services, NextGen Share Registry—based in New Delhi with over 27 years of cumulative experience in the capital markets—provides a range of services, including name changes, address updates, and more. With a skilled team and advanced infrastructure, NextGen Share Registry offers comprehensive RTA services to help your company stay compliant and efficient in the ever-evolving corporate landscape.
Contact us: 011-45060667/8