PAS 6 compliance

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An unlisted public limited company has failed to apply for an ISIN number and file PAS 6, potentially incurring significant penalties. Converting to a private limited company is considered, but the non-compliance has already occurred. The consensus is that the company must still comply with PAS 6 requirements, apply for the ISIN, and pay the applicable penalty under Section 450 of the Companies Act, 2013, which involves a fine and a daily penalty for continued non-compliance.

CA Shruti kuchhal

CA Shruti kuchhal (Querist)
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11 May 2021 Hi all

One of my client who is a unlisted public limited company has not applied for ISIN No. and accordingly PAS 6 was not filed as required.

Now if try to complete this compliance there will be huge penalty .

Hence, i was thinking to get the company converted to Private Limited Company so that this compliance is not further required. In that case, please advice about the possible consequences?

Thanks in advance

Devershi Gupta

Devershi Gupta (Expert)
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12 May 2021 Sir I have dealt with similar problem with one of my clients. Even if you opt to convert the Public Limited Company into Private Limited Company. The Company has already committed a non-compliance by not filing form PAS-6 till now.
As there is no penalty prescribed under rule 9A for non-compliance, therefore Section 450 of Companies Act, 2013 (punishment where no specific penalty or punishment is provided) will be applicable.
As per Section 450, 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 Rs. ten thousand, and where the contravention is continuing one, with a further fine which may extend to Rs. one thousand for every day after the first during which the contravention continues.

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CA Shruti kuchhal

CA Shruti kuchhal (Querist)
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13 May 2021 Thanks sir, this means we should make the compliance of the provisions and apply for ISIN No and file PAS 6 accordingly and pay the penalty as of now.

Devershi Gupta

Devershi Gupta (Expert)
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15 May 2021 In my opinion, this is the best way out of the current situation for the Company.

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