MCA Form PAS-3: Return of Allotment under the Companies Act, 2013

MCA Form PAS-3: Return of Allotment under the Companies Act, 2013. Sections and Provisions
PAS-3 is required to be filed under Section 39(4) and 42(9) of the Companies Act, 2013, and Rules 12 and 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014.
Section 39(4):
Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed. 
Section 42(9): 
Whenever a company makes any allotment of securities under this section, it shall file with the Registrar a return of allotment in such manner as may be prescribed, including the complete list of all security-holders, with their full names, addresses, number of securities allotted, and such other relevant information as may be prescribed. 
Rule 12:

Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.

There shall be attached to the Form PAS-3 a list of allottees stating their names, address, occupation, if any, and number of securities allotted to each of the allottees, and the list shall be certified by the signatory of the Form PAS-3 as being complete and correct as per the records of the company.

In the case of securities (not being bonus shares) allotted as fully or partly paid up for consideration other than cash, there shall be attached to the Form PAS-3 a copy of the contract, duly stamped, under which the securities have been allotted together with any contract of sale if relating to a property or an asset, or a contract for services or other consideration.

Where a contract referred to in sub-rule (3) is not reduced to writing, the company shall furnish along with the Form PAS-3 complete particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing and those particulars shall be deemed to be an instrument within the meaning of the Indian Stamp Act, 1899 (2 of 1899), and the Registrar may, as a condition of filing the particulars, require that the stamp duty payable thereon be adjudicated under section 31 of the Indian Stamp Act, 1899.

A report of a registered valuer in respect of the valuation of the consideration shall also be attached along with the contract as mentioned in sub-rule (3) and sub-rule.

In the case of the issue of bonus shares, a copy of the resolution passed in the general meeting authorizing the issue of such shares shall be attached to Form PAS-3.

In case the shares have been issued in pursuance of clause (c) of sub-section (1) of section 62 by a company other than a listed company whose equity shares or convertible preference shares are listed on any recognized stock exchange, there shall be attached to Form PAS-3, the valuation report of the registered valuer. Explanation. Pending notification of sub-section (1) of section 247 of the Act and finalization of qualifications and experience of valuers, valuation of stocks, shares, debentures, securities, etc. shall be conducted by an independent merchant banker who is registered with the Securities and Exchange Board of India or an independent chartered accountant in practice having a minimum experience of ten years.

Rule 14:
(1) For subsection (1) of section 42, a company may make an offer or invitation to subscribe to securities through the issue of a private placement offer letter in Form PAS-4. (b) A private placement offer letter shall be accompanied by an application form serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the names of such persons by sub-section (7) of section 42: Provided that no person other than the person so addressed in the application form shall be allowed to apply through such application form and any application not conforming to this condition shall be treated as invalid.
(2) A company shall not make a private placement of its securities unless –
(a) The proposed offer of securities or invitation to subscribe to securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations: Provided that in the explanatory statement annexed to the notice for the general meeting the basis or justification for the price (including premium, if any) at which the offer or invitation is being made shall be disclosed: Provided further that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year.
(b) Such offer or invitation shall be made to not more than two hundred persons in the aggregate in a financial year: Provided that any offer or invitation made to qualified institutional buyers, or employees of the company under a scheme of employees stock option as per provisions of clause (b) of sub-section (1) of section 62 shall not be considered while calculating the limit of two hundred persons; Explanation.– For this sub-rule, it is hereby clarified that –
 (i) The restrictions under sub-clause (b) would be reckoned individually for each kind of security that is equity share, preference share, or debenture.
(ii) The requirement of provisions of sub-section (3) of section 42 shall apply in respect of the offer or invitation of each kind of security and no offer or invitation of another kind of security shall be made unless allotments concerning the offer or invitation made earlier in respect of any other kind of security is completed.
(c) The value of such offer or invitation per person shall be with an investment size of not less than twenty thousand rupees of face value of the securities. 
(d) The payment to be made for subscription to securities shall be made from the bank account of the person subscribing to such securities and the company shall keep the record of the Bank account from where such payments for subscriptions have been received: Provided that monies payable on subscription to securities to be held by joint holders shall be paid from the bank account of the person whose name appears first in the application.
(3) The company shall maintain a complete record of private placement offers in Form PAS-5: Provided that a copy of such record along with the private placement offer letter in Form PAS-4 shall be filed with the Registrar with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and where the company is listed, with the Securities and Exchange Board within a period of thirty days of circulation of the private placement offer letter. Explanation. - For this rule, it is hereby clarified that the date of the private placement offer letter shall be deemed to be the date of circulation of the private placement offer letter.
 (4) A return of allotment of securities under section 42 shall be filed with the Registrar within thirty days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all security holders containing:

The full name, address, Permanent Account Number, and E-mail ID of such security holder.

The class of security held.

The date of allotment of security.

The number of securities held, nominal value, and amount paid on such securities; and particulars of consideration received if the securities were issued for consideration other than cash.

(5) The provisions of clauses (b) and (c) of sub-rule (2) shall not apply to –

Non-banking financial companies that are registered with the Reserve Bank of India under the Reserve Bank of India Act, 1934; and

Housing finance companies that are registered with the National Housing Bank under the National Housing Bank Act, of 1987,

If they are complying with regulations made by the Reserve Bank of India or National Housing Bank in respect of an offer or invitation to be issued on a private placement basis: Provided that such companies shall comply with sub-clauses (b) and (c) of sub-rule (2) in case the Reserve Bank of India or the National Housing Bank have not specified similar regulations.
Purpose
Whenever a company makes any allotment of shares or securities, it is required to file a return of allotment in PAS-3 to the Registrar within thirty days of such allotment including the complete list of allotment of allotees to whom the securities have been issued.
Key Information:
The PAS-3 will be auto-approved (STP).
Documents Required:
The following are the mandatory attachments to be filed in all cases:

List of allottees, a separate list for each allotment is mandatory, please refer to the format below.

A copy of the Board or Shareholders’ resolution approving the allotment of shares is mandatory in all cases.

A Valuation Report from the registered valuer is mandatory in case obtained from the valuer.

Copy of Contract/Complete particulars of contract duly stamped is mandatory to attach in case securities are issued other than cash.

Complete record of private placement offers and acceptances in Form PAS-5 is mandatory in case of private placement.

A copy of the special resolution authorizing the issue of bonus shares is mandatory in case of a bonus issue. Any other information can be provided as an optional attachment(s).

Timeline
Whenever a company makes any allotment of shares or securities, it is required to file a return of allotment in PAS-3 to the Registrar within thirty days of such allotment.
Fees

Nominal Share Capital

Fee applicable

Less than 1,00,000

Rupees 200

1,00,000 to 4,99,999

Rupees 300

5,00,000 to 24,99,999

Rupees 400

25,00,000 to 99,99,999

Rupees 500

1,00,00,000 or more

Rupees 600

Key Considerations:

The PAS-3 should be mandatorily certified by a chartered accountant (in whole-time practice) cost accountant (in whole-time practice) or company secretary (in whole-time practice) by digitally signing the Form.

You can file this form with different event dates (date of allotment) if these dates are within 30 days of the filing date. If any of the date(s) are beyond 30 days, then a separate form is to be filed for every such event date.

For example: "Shares are allotted on 1st April, and then shares are allotted again on 5th April and on 15th April. In such case, details of all three allotments can be filed through the same form only if the form is filed on or before 1st May, as all the events would fall within 30 days. However, if the company files the Form on 10th May, then separate forms would need to be filled in for each of these allotments."

If it is required to file e-Form MGT-14 about the resolution passed for issue of shares; ensure that filing of e-Form MGT-14 precedes filing of this e-Form.

Format of List of Allottees

Name of the Company

Date of Allotment

Type of securities allotted

Nominal amount per security (in Rs.)

Total Number of allottees

Brief particulars in respect of terms and conditions, voting rights, etc.

MCA Help-Kit

Sections and Provisions

PAS-3 is required to be filed under Section 39(4) and 42(9) of the Companies Act, 2013, and Rules 12 and 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014.

Section 39(4):

Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed.

Section 42(9):

Whenever a company makes any allotment of securities under this section, it shall file with the Registrar a return of allotment in such manner as may be prescribed, including the complete list of all security-holders, with their full names, addresses, number of securities allotted, and such other relevant information as may be prescribed.

Rule 12:

Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.
There shall be attached to the Form PAS-3 a list of allottees stating their names, address, occupation, if any, and number of securities allotted to each of the allottees, and the list shall be certified by the signatory of the Form PAS-3 as being complete and correct as per the records of the company.
In the case of securities (not being bonus shares) allotted as fully or partly paid up for consideration other than cash, there shall be attached to the Form PAS-3 a copy of the contract, duly stamped, under which the securities have been allotted together with any contract of sale if relating to a property or an asset, or a contract for services or other consideration.
Where a contract referred to in sub-rule (3) is not reduced to writing, the company shall furnish along with the Form PAS-3 complete particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing and those particulars shall be deemed to be an instrument within the meaning of the Indian Stamp Act, 1899 (2 of 1899), and the Registrar may, as a condition of filing the particulars, require that the stamp duty payable thereon be adjudicated under section 31 of the Indian Stamp Act, 1899.
A report of a registered valuer in respect of the valuation of the consideration shall also be attached along with the contract as mentioned in sub-rule (3) and sub-rule.
In the case of the issue of bonus shares, a copy of the resolution passed in the general meeting authorizing the issue of such shares shall be attached to Form PAS-3.
In case the shares have been issued in pursuance of clause (c) of sub-section (1) of section 62 by a company other than a listed company whose equity shares or convertible preference shares are listed on any recognized stock exchange, there shall be attached to Form PAS-3, the valuation report of the registered valuer. Explanation. Pending notification of sub-section (1) of section 247 of the Act and finalization of qualifications and experience of valuers, valuation of stocks, shares, debentures, securities, etc. shall be conducted by an independent merchant banker who is registered with the Securities and Exchange Board of India or an independent chartered accountant in practice having a minimum experience of ten years.

Rule 14:

(1) For subsection (1) of section 42, a company may make an offer or invitation to subscribe to securities through the issue of a private placement offer letter in Form PAS-4. (b) A private placement offer letter shall be accompanied by an application form serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the names of such persons by sub-section (7) of section 42: Provided that no person other than the person so addressed in the application form shall be allowed to apply through such application form and any application not conforming to this condition shall be treated as invalid.

(2) A company shall not make a private placement of its securities unless –

(a) The proposed offer of securities or invitation to subscribe to securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations: Provided that in the explanatory statement annexed to the notice for the general meeting the basis or justification for the price (including premium, if any) at which the offer or invitation is being made shall be disclosed: Provided further that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year.

(b) Such offer or invitation shall be made to not more than two hundred persons in the aggregate in a financial year: Provided that any offer or invitation made to qualified institutional buyers, or employees of the company under a scheme of employees stock option as per provisions of clause (b) of sub-section (1) of section 62 shall not be considered while calculating the limit of two hundred persons; Explanation.– For this sub-rule, it is hereby clarified that –

(i) The restrictions under sub-clause (b) would be reckoned individually for each kind of security that is equity share, preference share, or debenture.

(ii) The requirement of provisions of sub-section (3) of section 42 shall apply in respect of the offer or invitation of each kind of security and no offer or invitation of another kind of security shall be made unless allotments concerning the offer or invitation made earlier in respect of any other kind of security is completed.

(c) The value of such offer or invitation per person shall be with an investment size of not less than twenty thousand rupees of face value of the securities.

(d) The payment to be made for subscription to securities shall be made from the bank account of the person subscribing to such securities and the company shall keep the record of the Bank account from where such payments for subscriptions have been received: Provided that monies payable on subscription to securities to be held by joint holders shall be paid from the bank account of the person whose name appears first in the application.

(3) The company shall maintain a complete record of private placement offers in Form PAS-5: Provided that a copy of such record along with the private placement offer letter in Form PAS-4 shall be filed with the Registrar with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and where the company is listed, with the Securities and Exchange Board within a period of thirty days of circulation of the private placement offer letter. Explanation. - For this rule, it is hereby clarified that the date of the private placement offer letter shall be deemed to be the date of circulation of the private placement offer letter.

(4) A return of allotment of securities under section 42 shall be filed with the Registrar within thirty days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all security holders containing:

The full name, address, Permanent Account Number, and E-mail ID of such security holder.
The class of security held.
The date of allotment of security.
The number of securities held, nominal value, and amount paid on such securities; and particulars of consideration received if the securities were issued for consideration other than cash.

(5) The provisions of clauses (b) and (c) of sub-rule (2) shall not apply to –

Non-banking financial companies that are registered with the Reserve Bank of India under the Reserve Bank of India Act, 1934; and
Housing finance companies that are registered with the National Housing Bank under the National Housing Bank Act, of 1987,

Purpose

Whenever a company makes any allotment of shares or securities, it is required to file a return of allotment in PAS-3 to the Registrar within thirty days of such allotment including the complete list of allotment of allotees to whom the securities have been issued.

Key Information:

The PAS-3 will be auto-approved (STP).

Documents Required:

The following are the mandatory attachments to be filed in all cases:

List of allottees, a separate list for each allotment is mandatory, please refer to the format below.
A copy of the Board or Shareholders’ resolution approving the allotment of shares is mandatory in all cases.
A Valuation Report from the registered valuer is mandatory in case obtained from the valuer.
Copy of Contract/Complete particulars of contract duly stamped is mandatory to attach in case securities are issued other than cash.
Complete record of private placement offers and acceptances in Form PAS-5 is mandatory in case of private placement.
A copy of the special resolution authorizing the issue of bonus shares is mandatory in case of a bonus issue. Any other information can be provided as an optional attachment(s).

Timeline

Whenever a company makes any allotment of shares or securities, it is required to file a return of allotment in PAS-3 to the Registrar within thirty days of such allotment.

Fees

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

Key Considerations:

The PAS-3 should be mandatorily certified by a chartered accountant (in whole-time practice) cost accountant (in whole-time practice) or company secretary (in whole-time practice) by digitally signing the Form.
You can file this form with different event dates (date of allotment) if these dates are within 30 days of the filing date. If any of the date(s) are beyond 30 days, then a separate form is to be filed for every such event date.

For example: "Shares are allotted on 1st April, and then shares are allotted again on 5th April and on 15th April. In such case, details of all three allotments can be filed through the same form only if the form is filed on or before 1st May, as all the events would fall within 30 days. However, if the company files the Form on 10th May, then separate forms would need to be filled in for each of these allotments."

If it is required to file e-Form MGT-14 about the resolution passed for issue of shares; ensure that filing of e-Form MGT-14 precedes filing of this e-Form.

Format of List of Allottees

Name of the Company
Date of Allotment
Type of securities allotted
Nominal amount per security (in Rs.)
Total Number of allottees
Brief particulars in respect of terms and conditions, voting rights, etc.