Disclosure & Compliance for “Other Than Small Company” under CA 2013

Disclosure & Compliance for “Other Than Small Company” under CA 2013. When you cease to qualify as a Small Company as per section 2(85), you step into a fuller corporate-governance regime. Below is a practical, clause-by-clause guide that explains (a) what changes, (b) why it matters, and (c) what to do now and plus evidence to keep in your data room and common pitfalls to avoid.
As per Section 2(85) of the Companies Act, 2013, “Small Company” means a company, other than a public company:

Paid-up share capital: does not exceed Rs.4 Crore (or such higher amount as may be prescribed, not exceeding Rs.10 Crore); and

Turnover: as per the profit and loss account for the immediately preceding financial year, does not exceed Rs.40 Crore (or such higher amount as may be prescribed, not exceeding Rs.100 Crore).

Exclusions
Even if a company meets the above limits, it will not be treated as a Small Company if it is:

A public company;

A holding company;

A subsidiary company;

A company registered under Section 8 (not-for-profit);

A company or body corporate governed by any Special Act.

Annual Return in MGT-7 (with PCS signing where applicable) Sec. 92(4)
What changes: You file MGT-7 (not MGT-7A)
The annual return must be filed within 60 days of the AGM. It is signed by a director and the company secretary; if there’s no CS in-house and thresholds apply (see Sec. 92(2) below), then by a CS in practice.
Why Does MGT-7 Matter?
It is the company’s “statutory snapshot” and MGT-7 is not just a routine filing it consolidates all crucial governance and ownership data of the company for a financial year. It covers:

Shareholding pattern (who owns what % of the company).

Details of Directors and Key Managerial Personnel.

Board meetings and General Meetings held.

Related Party Transactions (RPTs) disclosures.

Certifications and compliance status.

Immediate actions: Freeze your AGM date; lock the return content; line up the CS signature early.
Evidence to keep: Signed MGT-7 PDF, SRNs, draft+final board report, AGM minutes.
 Pitfalls: Mixing 7A vs 7; missing PCS signature when thresholds trigger; 60-day breach.
MGT-8 Certification (if thresholds hit) Sec. 92(2)
What changes: If paid-up capital ≥ Rs.10 cr or turnover ≥ Rs.50 cr, your annual return needs an independent MGT-8 certification by a PCS.
Why Does MGT-8 Matter?

Independent Certification:

MGT-8 is issued by a practicing Company Secretary, making it an external, independent validation of the company’s compliance status.

This adds credibility to the annual return filed in MGT-7.

Regulator Confidence:

The ROC treats MGT-8 as assurance that the return is accurate and lawful.

It reduces the need for resubmission notices or compliance inquiries from MCA.

Investor and Bank Reliance:

Banks, NBFCs, and potential buyers rely on MGT-8 during due diligence as it confirms that the shareholding pattern, meetings, and disclosures have been verified by a professional.

It acts as a safeguard for lenders and investors.

Reduces Audit Qualifications:

Proper certification ensures fewer gaps between statutory records and financial audits.

This lowers the chance of auditors adding qualifications or emphasis-of-matter paragraphs in their reports.

Governance and Transparency:

A company with MGT-8 compliance signals stronger governance culture.

It enhances reputation with regulators and stakeholders, making future fundraising or IPO smoother.

Risk Mitigation:

Any false or incomplete disclosures attract penalties.

MGT-8 minimizes such risks by ensuring statutory registers, resolutions, and filings are in order before certification.

Immediate actions: Mandate a PCS, share registers/minutes well before AGM.
 Evidence to keep: Executed MGT-8, working papers list provided to PCS.
Pitfalls: Treating MGT-8 as a post-AGM afterthought; inconsistencies between MGT-7 and registers.
Cash Flow Statement now mandatory — Proviso to Sec.2(40)
What changes: Small company exemption falls away; your financial statements must include a cash flow statement.
Why does it matters ?
Liquidity and solvency assessment relies on CFS; it’s heavily used by lenders and buyers.The Cash Flow Statement (CFS) matters because it provides a clear picture of how cash is generated and used in operating, investing, and financing activities, which is critical for assessing a company’s liquidity and solvency. Unlike the profit and loss account, which shows accounting profits, the CFS reveals actual cash movement, helping lenders, investors, and buyers evaluate repayment capacity, financial stability, and the company’s ability to fund growth. This makes it a key tool in credit decisions, due diligence, and valuation exercises.
 Immediate actions: Align trial balance and notes to support indirect CFS; reconcile cash movements to bank statements.
 Evidence: Audit file memos on cash classifications; bank reconciliations.
 Pitfalls: Mismatch between cash flow and working capital notes; missing CFO review trail.
Board Meetings: full cadence -Sec.173(1)&(5)
What changes: Minimum 4 board meetings a year; ≤120 days gap between any two.
Why does it matter ?
Board meetings matter because they are the formal platform where directors exercise oversight and make key decisions, and compliance with Secretarial Standards (SS-1) ensures that notices, agendas, quorums, and minutes are properly maintained. Regulators and investors often test a company’s governance discipline by reviewing board meeting records, and any lapse—like insufficient meetings, missing notices, or improper minutes and can expose directors to penalties, weaken oversight credibility, and raise red flags during due diligence or regulatory scrutiny.
 Immediate actions: Publish a board calendar; ensure quorum diaries; plan committee meetings adjacent to board.
 Evidence: Notices, proofs of circulation, attendance, signed minutes.
 Pitfalls: 120-day gap breaches; missing SS-1 particulars (serial numbering, initialing, time stamps).
CARO 2020 coverage (based on category/thresholds) — CARO, 2020
What changes: Your statutory audit report may now include CARO 2020 paragraphs (assets, inventory, loans/guarantees, deposits, statutory dues, fraud, internal audit, RBI 45-IA, cash losses, etc.).
Why Does CARO Matter?

Expanded audit scope: Requires auditors to report on loans, guarantees, deposits, RPTs, statutory dues, frauds, and internal controls.

Key diligence document: Investors, lenders, and buyers rely on CARO to gauge governance quality and operational discipline.

Impact on valuation: Adverse remarks (e.g., unpaid dues, irregular loans, weak controls) can reduce valuation or delay transactions.

Triggers CPs: Negative findings often become Conditions Precedent in investment or lending agreements, holding up funding or M&A closures.

Regulatory scrutiny: ROC and MCA use CARO observations to initiate inquiries or enforcement actions.

Evidence: CARO questionnaires, reconciliations, legal registers, RBI correspondences (if NBFC).
 Pitfalls: Unreconciled statutory ledgers; undocumented internal audit.
Board’s Report : Expanded Disclosures under Sec. 134
What changes: 
You must add items such as:

CARO applicability note,

one-time settlement vs loan-sanction valuation variances (if any) and reasons,

risk management statement,

cost records (if applicable),

internal financial controls with reference to FS (IFC-FR) adequacy,

deposits chapter compliance,

CSR policy status (if triggered),

conservation of energy/technology absorption/forex (as applicable).

Why Does the Board’s Report Matter?

Narrative beyond numbers: Explains strategy, risks, CSR, RPTs, dividends, and policy decisions that pure financial statements cannot capture.

Cross-verification tool: ROC, auditors, lenders, and investors cross-check it against AOC-4, MGT-7, CARO, and audit reports for consistency.

Governance indicator: Shows how the Board discharges duties on compliance, risk management, and stakeholder communication.

Diligence benchmark: Buyers and investors rely on it to validate whether disclosures match statutory records before funding or acquisition.

Regulatory compliance: Mandatory disclosures (Sec. 134) include financial highlights, director responsibility statements, IFC adequacy, and CARO-related notes missing any leads to penalties.

Reputation impact: A transparent, well-drafted report signals good governance culture, while gaps or boilerplate language raise red flags in diligence.

Immediate actions: Own a single source draft; align with auditors and secretarial team; cross-reference notes and CARO.
 Evidence: Signed Board’s Report with annexures (AOC-2, MR-3 if public/listed, etc.).
 Pitfalls: Boilerplate without evidence; missing IFC-FR assertion language.
Lesser Penalties no longer available — Sec.446B
What changes: Small company reduced penalties no longer apply; normal penalty slabs kick in.
Why Does Lesser Penalty Matter?

Cost control: Small companies and OPCs enjoy reduced penalties (half of the normal penalty, capped at Rs.2 lakh for the company and Rs.1 lakh for officers).

Slippage cushion: Late filings (like AOC-4, MGT-7A, DIR-3 KYC, DPT-3) attract Rs.100 per day; without lesser penalty protection, costs escalate quickly.

Compliance culture signal: Availing the lesser penalty benefit shows regulators that the company is within the “small company discipline,” which reduces enforcement risk.

Cash flow impact: For growing businesses, avoiding heavy penalties preserves liquidity that can otherwise get drained in compounding or penalty payments.

Transition alert: Once a company moves out of the small company category, full penalties apply immediately making timely compliance even more critical.

Immediate actions: Move to a tighter internal compliance calendar; set SLA buffers for ROC/RBI/Tax.
 Evidence: Compliance tracker with owners and due dates; escalations for delays.
 Pitfalls: Assuming erstwhile relaxations continue post-reclassification.
Professional Certification expands (MGT-14, DIR-12, etc.)
What changes: A wider set of e-forms and corporate actions will now require professional certification (PCS/CA/CMA) instead of self-certification.
Why Does Professional Certification in Forms Matter?

Independent assurance: Certification by a practicing professional (CS/CA/CMA) confirms that the filing is accurate and compliant with the Companies Act, 2013.

Regulatory trust: The ROC places higher reliance on certified forms, reducing chances of rejection or prolonged queries.

Lower resubmission risk: Proper vetting before filing ensures that forms are complete, correctly referenced, and legally sound, minimizing resubmission cycles.

Accountability: The certifying professional is jointly accountable, which raises the level of scrutiny and accuracy in documentation.

Due diligence ready: Certified forms give comfort to banks, investors, and buyers that statutory filings are professionally validated.

Immediate actions: Empanel a PCS/CA; standardize board resolution templates and proofs.
 Evidence: Certified forms, engagement letters, working paper index.
 Pitfalls: Uploads without professional vetting; mismatched attachments (unsigned resolutions).
Dematerialisation regime (Rule 9B) — PAS Rules (2nd Amend., 2023)
What changes: If you’re a private company (other than small/producer) with paid-up ≥ Rs.4 cr or turnover ≥ Rs.40 cr as on 31-03-2023 or subsequent years ended, you must:

issue all securities only in demat,

facilitate demat of existing holdings,

ensure further corporate actions happen in demat.

Why Does ISIN Matter?

Cap-table reliability: Linking shares to an ISIN in demat form eliminates duplication, errors, or disputes in ownership, ensuring the cap table is clean and verifiable.

Mandatory for corporate actions: Bonus, rights, private placements, buybacks, and transfers can only be executed smoothly when securities are dematerialised through an ISIN.

Regulatory compliance: Rule 9B now makes demat compulsory for private companies (crossing thresholds), and non-compliance blocks further share issuances or filings.

Investor and lender confidence: Banks, VCs, and PE funds insist on demat securities with ISIN before investing, as it assures legal ownership and easy transferability.

Diligence readiness: A clean demat record aligns ROC filings, depository records, and shareholder registers, reducing red flags in M&A or IPO due diligence.

Prevention of frauds: Eliminates risks of forged share certificates or disputes in transfer of physical shares.

Immediate actions: Obtain ISIN(s), execute tripartite agreements, onboard RTA, run a demat-drive for legacy holders.
 Evidence: ISIN letters, depository agreements, PAS-6 filings, investor communication trail.
 Pitfalls: Ignoring employee/legacy paper certificates; missing KYC remediation for shareholders.
PAS-6 (Half-Yearly Reconciliation) — Rule 9A(8) (applies mutatis mutandis via Rule 9B)
What changes: Half-yearly PAS-6 filing within 60 days from each half-year end, certified by PCS/CA.
Why Does PAS-6 Matter?

Capital reconciliation: Ensures that the company’s issued capital (as per ROC filings) matches with the dematerialised capital (as per depositories NSDL/CDSL).

Flags anomalies early: Any mismatch in shares issued vs. shares actually dematted is detected quickly, preventing future disputes or regulatory objections.

Smooth corporate actions: Corporate actions like rights issue, bonus, buyback, or preferential allotment cannot proceed if reconciliation is pending or discrepancies exist.

Regulatory compliance: Filing PAS-6 half-yearly is mandatory for companies with demat obligations under Rule 9A/9B, and delays attract penalties.

Investor confidence: A clean PAS-6 builds trust with investors, banks, and buyers that the company’s cap-table is accurate and verified.

Due diligence readiness: Diligence teams review PAS-6 to ensure ROC records, depository data, and register of members align perfectly.

Immediate actions: Align RTA counts with authorised/issued/paid-up ledgers; clear odd-lots and duplicates.
Evidence: PAS-6 PDFs/SRNs, RTA confirmations, shareholder exception list and closures.
Pitfalls: Filing without resolving mismatches; missing professional certification.
Therefore, Once a company ceases to qualify as a Small Company under Section 2(85) of the Companies Act, 2013, it enters into a stricter compliance regime and Transitioning into “Other Than Small Company” status is not merely a classification change and it is a cultural shift in governance and compliance discipline. Companies must proactively revise their compliance tracker, engage professionals (CS/CA/PCS) from Compliance Calendar LLP and strengthen board oversight to stay compliant. Timely adaptation not only avoids penalties but also enhances credibility in IPOs, takeovers, and fundraising.

When you cease to qualify as a Small Company as per section 2(85), you step into a fuller corporate-governance regime. Below is a practical, clause-by-clause guide that explains (a) what changes, (b) why it matters, and (c) what to do now and plus evidence to keep in your data room and common pitfalls to avoid.

As per Section 2(85) of the Companies Act, 2013, “Small Company” means a company, other than a public company:

Paid-up share capital: does not exceed Rs.4 Crore (or such higher amount as may be prescribed, not exceeding Rs.10 Crore); and
Turnover: as per the profit and loss account for the immediately preceding financial year, does not exceed Rs.40 Crore (or such higher amount as may be prescribed, not exceeding Rs.100 Crore).

Exclusions

Even if a company meets the above limits, it will not be treated as a Small Company if it is:

A public company;

A holding company;

A subsidiary company;

A company registered under Section 8 (not-for-profit);

A company or body corporate governed by any Special Act.

Annual Return in MGT-7 (with PCS signing where applicable) Sec. 92(4)

What changes: You file MGT-7 (not MGT-7A)

The annual return must be filed within 60 days of the AGM. It is signed by a director and the company secretary; if there’s no CS in-house and thresholds apply (see Sec. 92(2) below), then by a CS in practice.

Why Does MGT-7 Matter?

It is the company’s “statutory snapshot” and MGT-7 is not just a routine filing it consolidates all crucial governance and ownership data of the company for a financial year. It covers:

Shareholding pattern (who owns what % of the company).
Details of Directors and Key Managerial Personnel.
Board meetings and General Meetings held.
Related Party Transactions (RPTs) disclosures.
Certifications and compliance status.

Immediate actions: Freeze your AGM date; lock the return content; line up the CS signature early.

Evidence to keep: Signed MGT-7 PDF, SRNs, draft+final board report, AGM minutes.

Pitfalls: Mixing 7A vs 7; missing PCS signature when thresholds trigger; 60-day breach.

MGT-8 Certification (if thresholds hit) Sec. 92(2)

What changes: If paid-up capital ≥ Rs.10 cr or turnover ≥ Rs.50 cr, your annual return needs an independent MGT-8 certification by a PCS.

Why Does MGT-8 Matter?

Independent Certification:

MGT-8 is issued by a practicing Company Secretary, making it an external, independent validation of the company’s compliance status.
This adds credibility to the annual return filed in MGT-7.

Regulator Confidence:

The ROC treats MGT-8 as assurance that the return is accurate and lawful.
It reduces the need for resubmission notices or compliance inquiries from MCA.

Investor and Bank Reliance:

Banks, NBFCs, and potential buyers rely on MGT-8 during due diligence as it confirms that the shareholding pattern, meetings, and disclosures have been verified by a professional.
It acts as a safeguard for lenders and investors.

Reduces Audit Qualifications:

Proper certification ensures fewer gaps between statutory records and financial audits.
This lowers the chance of auditors adding qualifications or emphasis-of-matter paragraphs in their reports.

Governance and Transparency:

A company with MGT-8 compliance signals stronger governance culture.
It enhances reputation with regulators and stakeholders, making future fundraising or IPO smoother.

Risk Mitigation:

Any false or incomplete disclosures attract penalties.
MGT-8 minimizes such risks by ensuring statutory registers, resolutions, and filings are in order before certification.

Immediate actions: Mandate a PCS, share registers/minutes well before AGM.

Evidence to keep: Executed MGT-8, working papers list provided to PCS.

Pitfalls: Treating MGT-8 as a post-AGM afterthought; inconsistencies between MGT-7 and registers.

Cash Flow Statement now mandatory — Proviso to Sec.2(40)

What changes: Small company exemption falls away; your financial statements must include a cash flow statement.

Why does it matters ?

Liquidity and solvency assessment relies on CFS; it’s heavily used by lenders and buyers.The Cash Flow Statement (CFS) matters because it provides a clear picture of how cash is generated and used in operating, investing, and financing activities, which is critical for assessing a company’s liquidity and solvency. Unlike the profit and loss account, which shows accounting profits, the CFS reveals actual cash movement, helping lenders, investors, and buyers evaluate repayment capacity, financial stability, and the company’s ability to fund growth. This makes it a key tool in credit decisions, due diligence, and valuation exercises.

Immediate actions: Align trial balance and notes to support indirect CFS; reconcile cash movements to bank statements.

Evidence: Audit file memos on cash classifications; bank reconciliations.

Pitfalls: Mismatch between cash flow and working capital notes; missing CFO review trail.

Board Meetings: full cadence -Sec.173(1)&(5)

What changes: Minimum 4 board meetings a year; ≤120 days gap between any two.

Why does it matter ?

Board meetings matter because they are the formal platform where directors exercise oversight and make key decisions, and compliance with Secretarial Standards (SS-1) ensures that notices, agendas, quorums, and minutes are properly maintained. Regulators and investors often test a company’s governance discipline by reviewing board meeting records, and any lapse—like insufficient meetings, missing notices, or improper minutes and can expose directors to penalties, weaken oversight credibility, and raise red flags during due diligence or regulatory scrutiny.

Immediate actions: Publish a board calendar; ensure quorum diaries; plan committee meetings adjacent to board.

Evidence: Notices, proofs of circulation, attendance, signed minutes.

Pitfalls: 120-day gap breaches; missing SS-1 particulars (serial numbering, initialing, time stamps).

CARO 2020 coverage (based on category/thresholds) — CARO, 2020

What changes: Your statutory audit report may now include CARO 2020 paragraphs (assets, inventory, loans/guarantees, deposits, statutory dues, fraud, internal audit, RBI 45-IA, cash losses, etc.).

Why Does CARO Matter?

Expanded audit scope: Requires auditors to report on loans, guarantees, deposits, RPTs, statutory dues, frauds, and internal controls.
Key diligence document: Investors, lenders, and buyers rely on CARO to gauge governance quality and operational discipline.
Impact on valuation: Adverse remarks (e.g., unpaid dues, irregular loans, weak controls) can reduce valuation or delay transactions.
Triggers CPs: Negative findings often become Conditions Precedent in investment or lending agreements, holding up funding or M&A closures.
Regulatory scrutiny: ROC and MCA use CARO observations to initiate inquiries or enforcement actions.

Evidence: CARO questionnaires, reconciliations, legal registers, RBI correspondences (if NBFC).

Pitfalls: Unreconciled statutory ledgers; undocumented internal audit.

Board’s Report : Expanded Disclosures under Sec. 134

What changes:

You must add items such as:

CARO applicability note,
one-time settlement vs loan-sanction valuation variances (if any) and reasons,
risk management statement,
cost records (if applicable),
internal financial controls with reference to FS (IFC-FR) adequacy,
deposits chapter compliance,
CSR policy status (if triggered),
conservation of energy/technology absorption/forex (as applicable).

Why Does the Board’s Report Matter?

Narrative beyond numbers: Explains strategy, risks, CSR, RPTs, dividends, and policy decisions that pure financial statements cannot capture.
Cross-verification tool: ROC, auditors, lenders, and investors cross-check it against AOC-4, MGT-7, CARO, and audit reports for consistency.
Governance indicator: Shows how the Board discharges duties on compliance, risk management, and stakeholder communication.
Diligence benchmark: Buyers and investors rely on it to validate whether disclosures match statutory records before funding or acquisition.
Regulatory compliance: Mandatory disclosures (Sec. 134) include financial highlights, director responsibility statements, IFC adequacy, and CARO-related notes missing any leads to penalties.
Reputation impact: A transparent, well-drafted report signals good governance culture, while gaps or boilerplate language raise red flags in diligence.

Immediate actions: Own a single source draft; align with auditors and secretarial team; cross-reference notes and CARO.

Evidence: Signed Board’s Report with annexures (AOC-2, MR-3 if public/listed, etc.).

Pitfalls: Boilerplate without evidence; missing IFC-FR assertion language.

Lesser Penalties no longer available — Sec.446B

What changes: Small company reduced penalties no longer apply; normal penalty slabs kick in.

Why Does Lesser Penalty Matter?

Cost control: Small companies and OPCs enjoy reduced penalties (half of the normal penalty, capped at Rs.2 lakh for the company and Rs.1 lakh for officers).
Slippage cushion: Late filings (like AOC-4, MGT-7A, DIR-3 KYC, DPT-3) attract Rs.100 per day; without lesser penalty protection, costs escalate quickly.
Compliance culture signal: Availing the lesser penalty benefit shows regulators that the company is within the “small company discipline,” which reduces enforcement risk.
Cash flow impact: For growing businesses, avoiding heavy penalties preserves liquidity that can otherwise get drained in compounding or penalty payments.
Transition alert: Once a company moves out of the small company category, full penalties apply immediately making timely compliance even more critical.

Immediate actions: Move to a tighter internal compliance calendar; set SLA buffers for ROC/RBI/Tax.

Evidence: Compliance tracker with owners and due dates; escalations for delays.

Pitfalls: Assuming erstwhile relaxations continue post-reclassification.

Professional Certification expands (MGT-14, DIR-12, etc.)

What changes: A wider set of e-forms and corporate actions will now require professional certification (PCS/CA/CMA) instead of self-certification.

Why Does Professional Certification in Forms Matter?

Independent assurance: Certification by a practicing professional (CS/CA/CMA) confirms that the filing is accurate and compliant with the Companies Act, 2013.
Regulatory trust: The ROC places higher reliance on certified forms, reducing chances of rejection or prolonged queries.
Lower resubmission risk: Proper vetting before filing ensures that forms are complete, correctly referenced, and legally sound, minimizing resubmission cycles.
Accountability: The certifying professional is jointly accountable, which raises the level of scrutiny and accuracy in documentation.
Due diligence ready: Certified forms give comfort to banks, investors, and buyers that statutory filings are professionally validated.

Immediate actions: Empanel a PCS/CA; standardize board resolution templates and proofs.

Evidence: Certified forms, engagement letters, working paper index.

Pitfalls: Uploads without professional vetting; mismatched attachments (unsigned resolutions).

Dematerialisation regime (Rule 9B) — PAS Rules (2nd Amend., 2023)

What changes: If you’re a private company (other than small/producer) with paid-up ≥ Rs.4 cr or turnover ≥ Rs.40 cr as on 31-03-2023 or subsequent years ended, you must:

issue all securities only in demat,
facilitate demat of existing holdings,
ensure further corporate actions happen in demat.

Why Does ISIN Matter?

Cap-table reliability: Linking shares to an ISIN in demat form eliminates duplication, errors, or disputes in ownership, ensuring the cap table is clean and verifiable.
Mandatory for corporate actions: Bonus, rights, private placements, buybacks, and transfers can only be executed smoothly when securities are dematerialised through an ISIN.
Regulatory compliance: Rule 9B now makes demat compulsory for private companies (crossing thresholds), and non-compliance blocks further share issuances or filings.
Investor and lender confidence: Banks, VCs, and PE funds insist on demat securities with ISIN before investing, as it assures legal ownership and easy transferability.
Diligence readiness: A clean demat record aligns ROC filings, depository records, and shareholder registers, reducing red flags in M&A or IPO due diligence.
Prevention of frauds: Eliminates risks of forged share certificates or disputes in transfer of physical shares.

Immediate actions: Obtain ISIN(s), execute tripartite agreements, onboard RTA, run a demat-drive for legacy holders.

Evidence: ISIN letters, depository agreements, PAS-6 filings, investor communication trail.

Pitfalls: Ignoring employee/legacy paper certificates; missing KYC remediation for shareholders.

PAS-6 (Half-Yearly Reconciliation) — Rule 9A(8) (applies mutatis mutandis via Rule 9B)

What changes: Half-yearly PAS-6 filing within 60 days from each half-year end, certified by PCS/CA.

Why Does PAS-6 Matter?

Capital reconciliation: Ensures that the company’s issued capital (as per ROC filings) matches with the dematerialised capital (as per depositories NSDL/CDSL).
Flags anomalies early: Any mismatch in shares issued vs. shares actually dematted is detected quickly, preventing future disputes or regulatory objections.
Smooth corporate actions: Corporate actions like rights issue, bonus, buyback, or preferential allotment cannot proceed if reconciliation is pending or discrepancies exist.
Regulatory compliance: Filing PAS-6 half-yearly is mandatory for companies with demat obligations under Rule 9A/9B, and delays attract penalties.
Investor confidence: A clean PAS-6 builds trust with investors, banks, and buyers that the company’s cap-table is accurate and verified.
Due diligence readiness: Diligence teams review PAS-6 to ensure ROC records, depository data, and register of members align perfectly.

Immediate actions: Align RTA counts with authorised/issued/paid-up ledgers; clear odd-lots and duplicates.

Evidence: PAS-6 PDFs/SRNs, RTA confirmations, shareholder exception list and closures.

Pitfalls: Filing without resolving mismatches; missing professional certification.

Therefore, Once a company ceases to qualify as a Small Company under Section 2(85) of the Companies Act, 2013, it enters into a stricter compliance regime and Transitioning into “Other Than Small Company” status is not merely a classification change and it is a cultural shift in governance and compliance discipline. Companies must proactively revise their compliance tracker, engage professionals (CS/CA/PCS) from Compliance Calendar LLP and strengthen board oversight to stay compliant. Timely adaptation not only avoids penalties but also enhances credibility in IPOs, takeovers, and fundraising.