When a company increases its share capital through PAS-3 filing and completes the necessary compliance under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the process doesn’t end there.
For the newly allotted shares to reflect in the shareholders’ demat accounts, a structured post-compliance workflow must be followed involving the issuer company, Registrar and Transfer Agent (RTA), and depository (NSDL/CDSL).
At NextGen Registry, we simplify this entire journey — from filing PAS-3 to the final demat credit confirmation. Here’s a complete step-by-step guide on how this process works.
Step 1: Filing PAS-3 with MCA
The first step begins at the Ministry of Corporate Affairs (MCA). Once the company has approved the increase in share capital through a board or shareholder resolution, it must file Form PAS-3 on the MCA portal.
This filing officially records the allotment with the Registrar of Companies (ROC) and serves as the legal acknowledgment of capital increase. However, many issuers assume that once PAS-3 is filed, the new capital will automatically reflect in NSDL — which is not the case.
The MCA and NSDL systems are not auto-synced, so a separate process with the depository is required.
Step 2: Creation of Maker and Checker on the NSDL Portal
Before initiating any corporate action, the issuer must create two user roles on the NSDL issuer portal:
• Maker – responsible for preparing and submitting the corporate action application.
• Checker – responsible for verifying and approving the same application.
Both roles are mandatory under NSDL’s operational guidelines.
The RTA team (such as NextGen Registry) assists the issuer company in creating and activating these user profiles. Without Maker and Checker credentials, no corporate action request can be submitted or processed.
Step 3: Submission of Corporate Action Application
After setting up the users, the issuer must initiate a corporate action on the NSDL portal. The type of corporate action depends on the nature of the allotment, such as:
• Bonus Issue
• Rights Issue
• Initial Subscription
• Preferential or Private Placement
The issuer must fill in all details accurately and attach required documents such as:
• Certified copy of PAS-3 filing receipt
• Allotment list
• Board resolution approving allotment
• Proof of stamp duty payment
• ISIN confirmation letter, if applicable
Incomplete or incorrect information may lead to processing delays or rejections by the RTA or NSDL.
Step 4: Stamp Duty Payment and RTA Dues Clearance
A very crucial part of the process is the stamp duty payment on the allotment of shares. The company must ensure that the duty is paid properly according to the applicable State Stamp Act.
If stamp duty is unpaid, underpaid, or incorrectly categorized, NSDL will not approve the corporate action.
Additionally, all RTA service dues must be cleared before the request moves forward. Pending RTA payments can cause the application to remain on hold until settlement.
Step 5: Maker and Checker Release of the Application
Once all details are verified, both Maker and Checker must release the application on the NSDL portal. This release acts as an internal confirmation that the issuer has completed all preliminary checks.
After release, the RTA receives the request in its system. The RTA team (like NextGen Registry) then:
1. Reviews the details of the corporate action.
2. Prepares a shareholder demat confirmation sheet with DP IDs, client IDs, and allotment quantities.
3. Sends it back to the issuer for verification.
Once the issuer confirms the accuracy of all demat details, the RTA forwards the request to NSDL for final processing.
Step 6: NSDL Review and Demat Credit
Upon receiving the RTA’s submission, NSDL conducts a final review to ensure compliance with its depository guidelines and Rule 9B provisions.
After approval, NSDL executes the corporate action on the scheduled execution date. The newly issued shares are credited directly into the shareholders’ demat accounts.
These updates are immediately reflected in the company’s BENPOS (Beneficial Position Report) — confirming that the additional share capital has been successfully dematerialized and credited.
Important Compliance Note
Even though the PAS-3 form captures the share capital increase at MCA, the demat credit is purely a depository-level process. The two systems (MCA and NSDL/CDSL) function independently.
Hence, the issuer must always perform both steps:
1. File PAS-3 with MCA.
2. Initiate corporate action on the NSDL portal through its RTA.
Failure to complete either step means shareholders will not receive the credited shares in their demat accounts, even if PAS-3 is filed.
Frequently Asked Questions (FAQs)
1. Why is my share capital not updated on NSDL after PAS-3 filing?
Because MCA and NSDL systems are not automatically linked. The update happens only after a corporate action is filed and approved by NSDL.
2. What should I do after receiving the ISIN?
Once your ISIN is activated, contact your Depository Participant (DP) to ensure that all issued shares are properly credited to shareholders’ demat accounts.
3. Where can I get the DRF form for dematerialisation?
You will get the Dematerialisation Request Form (DRF) only from your DP. It must be filled and submitted back to the same DP.
4. Why must Maker and Checker be created on NSDL?
These two roles are mandatory for all corporate action filings to ensure a dual-control system — one to prepare and one to approve.
5. Why is stamp duty so important?
Improper or unpaid stamp duty is a common cause of corporate action rejections. Always ensure correct and timely payment as per state rules.
6. What is PAS-6 and who must file it?
PAS-6 is a half-yearly reconciliation form mandated by MCA under Rule 9A.
It’s compulsory for unlisted public companies to reconcile their total issued, dematerialized, and physical shares with NSDL/CDSL data.
Private limited companies are not required to file PAS-6.
Final Thoughts
The process of additional share capital demat credit involves close coordination between the issuer, RTA, depository, and MCA. Each step — from filing PAS-3 to NSDL execution — plays a vital role in ensuring the smooth reflection of shares in investors’ accounts.
At NextGen Registry, we ensure complete support throughout this workflow — helping issuers stay compliant, avoid rejections, and complete the credit process efficiently.
Whether you are an unlisted public company increasing share capital, or a private issuer allotting new shares, our experts handle every technical and procedural detail with precision.