Ministry of Corporate Affairs (MCA) vide notification dated 28th November, 2019 has extend the time limit for filing Form PAS-6 without additional fees for the half-year ended on 30.09.2019 will be sixty days from the date of deployment of this form on the website of the Ministry.
Now question arise that
·
Why
Form PAS-6 need to file?
As we all are aware that
Ministry of Corporate Affairs (MCA) vide notification dated 10th September,
2018 has amended the Companies (Prospectus and Allotment of Securities) Rules,
2014 (the "PAS Rules") Issue of securities in dematerialized form by
unlisted public companies, to significantly revise these requirements.
Subsequently, in 22nd January 2019 & 22nd May 2019 the relevant provisions
of the PAS Rules were further amended.
Now after reading this you all have arises
some more questions in your minds. Let answers one by one.
·
What was the Amendment?
- Each public company must issue
"securities" only in dematerialised form, going forward, and
should facilitate the dematerialisation of all its "securities".
- A public company can initiate
an offer of "securities" (including, by way of bonus, rights,
etc.) only after ensuring that securities held by promoters, directors and
KMP are dematerialised and provided that there are no outstanding
fees payable to necessary functionaries involved in this process (share
transfer agent, registrar to issue, depository).
- A person intending to subscribe
to "securities" of a public company must ensure his existing
shareholding in the company is in dematerialised form.
- All requirements of regulations
framed in relation to depositories – which were typically applicable to
listed companies and their securities only– will now apply to unlisted
public companies as well.
- Each public company must engage
with necessary functionaries involved in this process (share transfer
agent, registrar to issue, depository), for activities such as inter
alia payment of fees, maintenance of security deposit, following
instructions, etc.
- The Investor Education and
Protection Fund Authority shall have authority over grievances of
securities holders and shall be able to pass necessary orders against
functionaries in consultation with the Securities and Exchange Board of
India.
·
Whom to apply?
This amendment is applicable only on unlisted
public company
·
From When amendment
come on effect?
This amendment is effective from 2 October 2018
·
What need to do to comply this?
all you need to do is
I.
appoint one share transfer agent (RTA) who are register
with SEBI
II.
register your shares either with CDSL or NSDL and
generate ISIN number
III. After
that take a reconciliation statement audited by a Practicing Company Secretary
(PCS) or a qualified chartered accountant on half yearly basis.
IV.
Than file e-form PAS-6 within 60days from end
of the half year with Registrar of the Company (ROC).
·
Is there any Exemption?
It is however clarified that these stipulations would not apply
to
I.
a Government company,
II.
a Nidhi company or
III.
a company that is a
"wholly owned subsidiary".
· What are the Consequences?
I.
As
there is no penalty/ fine prescribed under rule 9A therefore, as per section
450 of Companies Act, if no penalty/ fine prescribed in any Rule or Section
then penalty / fine shall be as per Section 450 i.e.
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.
II.
Company
cannot further allot/transfer its shares.
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