PAS-6 For Private Companies Under Rule 9B: The Mutatis Mutandis Framework

Reviewed on: 3 August 2026. Reviewed by Abhipra RTA Team.

Rule 9B brought many private companies into the dematerialisation framework by applying the Rule 9A structure mutatis mutandis. In practical terms, an applicable private company should not treat demat onboarding, ISIN activation and PAS-6-style reconciliation as separate paperwork exercises. They are connected controls over issued capital, demat balances, physical holdings and pending service requests.

Company secretary, finance executives and RTA professionals reviewing Rule 9B dematerialisation records for a private company

What Mutatis Mutandis Means Here

Mutatis mutandis means the Rule 9A framework is applied with the necessary changes required by the private-company context. Rule 9A was originally framed for covered unlisted public companies. Rule 9B extends a similar dematerialisation discipline to private companies other than small companies, subject to exemptions, timelines and company-specific facts.

This does not mean every private company has the same PAS-6 filing answer on every date. Private-company treatment should be checked against the latest MCA form, portal behaviour, company status, applicable exemptions and professional advice. REQUIRES HUMAN LEGAL REVIEW.

The extended 30 June 2025 compliance date for certain non-producer private companies that were non-small as at 31 March 2023 is already a past date as of 3 August 2026. For such companies, the conversation has moved from future planning to evidence, remediation, transaction readiness and governance review.

Applicability Matrix For Private Companies

Rule 9B and PAS-6 review matrix for private companies
Company situation Rule 9B implication PAS-6 review action
Private company that is not a small company Rule 9B applicability should be assessed for mandatory dematerialisation and securities issue/transfer restrictions. Check whether PAS-6-style half-year reconciliation or portal filing applies on the latest MCA position. REQUIRES HUMAN LEGAL REVIEW.
Private company that qualifies as a small company Rule 9B generally targets private companies other than small companies, subject to exact statutory definitions and exclusions. Preserve the basis for small-company classification and re-check after each financial year.
Company that ceases to be a small company The 18-month timeline needs date-specific calculation from the end of the relevant financial year. Prepare demat, ISIN, RTA and reconciliation readiness before the deadline instead of waiting for a transaction.
Producer company or special-category private company Specific timelines, exemptions or sector facts may change the working answer. Obtain company-specific legal and secretarial review before filing or advising shareholders.
Private company planning allotment, transfer, funding, buyback or restructuring Rule 9B can affect the ability to issue or transfer securities unless demat readiness is in place. Run a pre-transaction capital and demat reconciliation before board approval and closing documents.

PAS-6 Data Map Under The Rule 9B Framework

Where PAS-6 or equivalent reconciliation review is relevant, the useful working file is ISIN-wise. It should not combine all capital into one company-level total because equity shares, preference shares, debentures and other eligible securities may have separate ISINs and separate depository balances.

ISIN-wise data map for Rule 9B/PAS-6 working papers
Data field Primary evidence Control question
Security class and ISIN ISIN master, depository admission record, board approval and register. Is each security class mapped to the correct admitted security?
Issued capital Register, allotment records, corporate filings, financial statements and board minutes. Does the issued quantity agree with statutory and accounting records?
NSDL demat balance NSDL/RTA holding statement for the cut-off date. Does NSDL balance match the same ISIN and security class?
CDSL demat balance CDSL/RTA holding statement for the cut-off date. Does CDSL balance match the same ISIN and security class?
Physical balance Register of members, folio summary and certificate status. Is the physical portion explainable and consistent with the issued capital total?
Pending demat or service requests RTA/depository request register, ageing tracker and query log. Are old or rejected requests investigated before certification?

Why Private Companies Should Build The File Now

For a non-small private company, Rule 9B readiness is not only a compliance matter. It can affect fresh issue, transfer, shareholder exits, funding rounds, family settlements, ESOP-related actions, buybacks, security-class restructuring and due diligence.

The strongest working file usually has four layers. The first layer is legal applicability: whether the company is covered, exempt, within an extension, newly non-small, a producer company or a special case. The second layer is security mapping: every security class and ISIN. The third layer is balance reconciliation: NSDL, CDSL, physical and issued capital. The fourth layer is evidence governance: who approved, who certified, which records were used and what exceptions were documented.

Sensitive documents should move through controlled channels. Readers should not email passwords, OTPs, unmasked bank details, signatures, full PAN copies or complete KYC packs unless a secure submission method has been provided.

Depository Scale Context

Rule 9B implementation sits inside a large demat ecosystem. NSDL's statistics at a glance for 30 June 2026 reported 4,56,25,427 active client accounts and 1,15,107 companies joined. CDSL's business page for 30 June 2026 reported 18,59,20,991 investor accounts excluding closed accounts, 46,939 equity securities available for demat and 70,894 debt instruments and other eligible securities available for demat.

Selected depository indicators checked on 3 August 2026
Indicator Official value Rule 9B/PAS-6 relevance
CDSL investor accounts, excluding closed accounts 18,59,20,991 Issuer and RTA records feed downstream shareholder-service quality.
NSDL active client accounts 4,56,25,427 Demat balances should be matched to the right issuer security and ISIN.
NSDL companies joined 1,15,107 Company admission evidence supports later reconciliation and audit trail.
CDSL equity securities available for demat 46,939 Equity securities require clean security-class and ISIN mapping.
CDSL debt instruments and other eligible securities available for demat 70,894 Non-equity instruments may need separate ISIN and reconciliation review.

How Abhipra Can Assist

Abhipra can support private companies with Rule 9B readiness checks, ISIN activation coordination, RTA appointment, security-class mapping, NSDL/CDSL balance coordination, physical-folio review, pending demat request tracking, PAS-6 working papers and evidence trails. Final legal applicability, form filing, certification and board positions should be approved by the company's professional advisers and authorised officers.

Need assistance with Rule 9A/Rule 9B applicability, ISIN activation, RTA appointment, share-capital reconciliation or corporate actions?
Contact Abhipra RTA Services at rtaservices@abhipra.com, call 011-42390783, or contact +91-9818080700.
Share the company's name, CIN, company type, latest audited financial year, security classes and approximate number of shareholders for a preliminary discussion.

Rule 9B/PAS-6 Control Workflow

RTA compliance desk arranged for ISIN-wise reconciliation of NSDL, CDSL, physical holdings, issued capital and pending requests

The practical workflow is to confirm applicability, freeze the cut-off date, list each security class and ISIN, collect NSDL and CDSL balances, verify physical folios, reconcile against issued capital, investigate differences, review pending requests, obtain professional certification where required and preserve the final evidence pack.

Private-company Rule 9B/PAS-6 control workflow
Step Evidence to preserve Owner
Applicability review Company type, small-company test, exemptions, timeline calculation and professional note. Company secretary and legal adviser.
Security master ISIN, class, face value, paid-up value, issued quantity and holder count. Company secretary with RTA input.
Depository and physical balances NSDL/CDSL holding statements, register extract, folio summary and certificate status. RTA coordination owner.
Exception resolution Difference note, pending request tracker, query replies and approval trail. Company, RTA and certifying professional.

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Disclaimer

This article is for general educational information and does not constitute legal, tax, investment or transaction advice. Applicability depends on the company's and investor's facts and on the law, circulars and depository instructions in force on the relevant date.