Checkpoint

Detailed verification

Owner

Company classification

Private / public / listed / unlisted / producer company / Section 8 / government / special Act status identified.

CS

Rule 9B screening

Private company other than exempt/small-company category checked.

CS

Small-company test

Paid-up capital and turnover thresholds under Section 2(85) checked using the prescribed financial statements.

CS/Finance

Exclusions

Holding/subsidiary, Section 8 and special-Act exclusions checked before treating company as small company.

CS

FY trigger

Relevant financial year ending on/after 31 March 2023 identified; audited FS used for test.

CS/Auditor

Deadline

18-month Rule 9B clock computed and documented; any extension/special producer-company rule separately checked.

CS

Security classes

Equity, preference and other applicable securities/classes identified.

CS/RTA

Existing ISIN

Check whether ISIN already exists for every relevant security/class.

CS/RTA

Capital records

Authorised, issued, subscribed and paid-up capital reconciled.

CS/Finance

Holder records

Register of Members, certificates and allotment/transfer records reconciled.

CS

Provision / source

Requirement

Responsible

Companies Act, 2013 — s.29

Prescribed classes to issue/hold securities in dematerialised form.

Board/CS

Rule 9A

Unlisted public company demat framework; PAS-6 and related controls.

Board/CS

Rule 9B

Private company other than small company: dematerialisation and prescribed corporate-action restrictions.

Board/CS

Rule 9B(2)

Company to facilitate dematerialisation of securities held by existing holders, as prescribed.

Company/RTA

Rule 9B(4)

Before making specified offer/corporate action, promoters/directors/KMP holdings must meet the prescribed demat condition.

CS/Board

Rule 9B(5)

Rules 9A(4)–(10) apply mutatis mutandis, bringing in operational and PAS-6 controls.

CS

PAS-6

Half-yearly reconciliation of share capital audit report for applicable unlisted companies.

CS + PCS/CA

Depositories framework

ISIN, issuer connectivity, demat requests, credit and record reconciliation.

RTA/DP/Depository

Stage

Timeline

Detailed activity

Output / evidence

1

Day 1–3

Applicability memo; small-company test; identify Rule 9B trigger FY; calculate statutory deadline; identify exemptions.

Signed applicability note + due-date sheet

2

Day 1–7

Collect COI, MOA/AOA, audited FS, registers, certificates, allotment/transfer history, prior PAS-6, charges/encumbrances.

Document index

3

Day 3–10

Review AOA and statutory records for demat/transfer inconsistencies; identify rectification needed.

Issue tracker

4

Day 5–12

Board meeting/resolution to initiate dematerialisation and authorise signatories/RTA/depository process.

Board resolution/minutes

5

Day 7–20

Engage RTA / establish issuer connectivity and complete agreements/forms required by depository.

RTA/depository confirmation

6

Day 10–25

Prepare ISIN application(s), security master data and capital reconciliation.

ISIN application

7

Day 15–30+

Obtain/activate ISIN; verify company name, CIN, security type, face value, capital and other master data.

ISIN confirmation

8

Day 15–30

Send shareholder communication with ISIN, demat-account instructions, KYC and certificate-surrender process.

Notice + dispatch evidence

9

Parallel

Shareholders open/activate demat accounts with DP and submit dematerialisation request + certificates.

DRF / DP acknowledgement

10

Request-wise

RTA validates folio, holder name, certificate no., distinctive numbers, quantity and signature/supporting documents.

Verification record

11

Request-wise

Approve/reject demat request; credit securities through depository; update/cancel physical records as prescribed.

Demat credit + RTA record

12

Before corporate action

Check promoter/director/KMP demat status before specified offer: buy-back, bonus or rights, as applicable.

Status report

13

Half-yearly

Reconcile issued capital with NSDL/CDSL/physical holdings and movements; investigate discrepancies.

PAS-6 working

14

Within 60 days

Complete professional certification and ROC filing of PAS-6 where applicable.

SRN/challan

15

Continuous

Control future issue/allotment, maintain records and monitor remaining physical holders.

Compliance register

Step

Check

Evidence

1

Holder has demat account with DP.

DP account details

2

Name/order of name matches company/RTA records.

KYC/folio comparison

3

Physical certificate is genuine and valid.

Original certificate

4

Certificate number and distinctive numbers match records.

Certificate + ROM

5

DRF/required DP form correctly completed.

Acknowledgement

6

Original certificates surrendered as prescribed.

DP/RTA receipt

7

RTA verifies ownership and quantity.

RTA confirmation

8

Demat credit received in beneficiary account.

Demat statement

9

Physical record appropriately marked/cancelled and reconciliation updated.

RTA record

10

Exception cases escalated: lost certificate, duplicate certificate, transmission, transposition, mismatch, lien etc.

Exception file

Action

Pre-action control

Issue/allotment

Where Rule 9B requires demat, issue securities only in dematerialised form and ensure ISIN/process is ready.

Buy-back

Verify promoter/director/KMP demat condition and other applicable buy-back law before offer.

Bonus

Verify required demat status and corporate-action eligibility.

Rights

Verify required demat status and applicable offer conditions.

Transfer

Follow applicable Companies Act/depository requirements and reconcile records.

Corporate restructuring

Check ISIN, record dates, extinguishment/credit and RTA/depository instructions.

Item

Half-year ended 30 Sep

Half-year ended 31 Mar

Issued capital as per books

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Total demat capital — NSDL

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Total demat capital — CDSL

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Physical capital

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Total capital reconciliation

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Changes during half-year

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ISIN-wise reconciliation

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Discrepancies investigated

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Professional certification

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ROC filing within prescribed period

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SRN/challan retained

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