All you need to know about Return of allotment PAS-3

Electronic Form (E-Form) PAS-3 is needed to be filed as per the Companies Act, 2013, Section 39(4) and 42(9) and Rule 12 and 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. We shall discuss the provisions in detail in this article and shall also discuss the return of allotment of PAS-3.

Introduction

When a company makes an allotment of shares or securities, it has to file a return of allotment in the form of PAS-3 to the Registrar of Companies (ROC) on the MCA portal. The complete list of allottees to which the securities or shares are issued needs to be specified.

Relevant provisions

Section 39(4) of the Companies Act provides that “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.”

Further, according to Section 42(9) of the Act, “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.”

Details to be mentioned in form PAS-3

• Corporate Identification Number (CIN)
• Securities allotted payable in cash or for consideration other than cash
• Number of total allotments made
• Date of allotment
• Date of passing shareholder’s resolution
• SRN of Form No. MGT-14
• Nature of allotment i.e. Preference shares/equity shares without differential rights or equity shares with differential rights or debentures
• Details about allotment
• Details of consideration
• Likewise, Details of bonus shares
• Details of private placement
• The capital structure of the company after considering allotment.
• Debt structure of the company after considering allotment
• Whether the complete list of allottees has been enclosed as an attachment

Intimation of allotment of shares to the Registrar

• Allotment of shares to Public, Section 39(4) read with Rule 12: According to Section 39(4) read with Rule 12 of the Rules, if a company makes allotment of shares to the public at large then the company shall file with the registrar a return of allotment of shares within 30 days in form PAS-3.
• Allotment of shares through private placement, Section 42 read with Rule 14: As per Section 42 read with Rule 14 of the rules, if a company makes allotment of shares through private placement then the company shall file with the registrar a return of allotment in form PAS-3 within 15 days of allotment.

Procedure for filing Form PAS-3

• You have to download Form PAS-3 from the MCA Portal.
• Then you can use the pre-fill facility by opting for an auto-fills option for filling the form based on details that have been already collected.
• Fill in the additional details carefully by entering the data about the allotment and all the other details that are required like the capital structure of the company or details of bonus shares.
• Attach the relevant documents that are required.
• Affix your digital signature before submitting the form.
• Upload the form and pay the fees; also note down SRN No. for future reference.

Fees for Filing PAS-3 Form

** A company not having a share capital then a fee of Rs. 200 is applicable

 Additional Fee if a delay occurred

Consequences Non-filing of Form PAS-3: 

• In case of allotment of shares to the public: A company that fails to file Form PAS-3 within 30 days (from date of allotment)then the company and its defaulting officer shall be held liable to a penalty of Rs. 1,000/ per day (continuing default) or Rs. 1,00,000, whichever is less.
• In case of allotment of shares through private placement : A company that fails to file Form PAS-3 within 15 days then the company, its promoters, and directors shall be held liable to a penalty of Rs. 1,000/ per day (continuing default) however, it would not exceed Rs. 25 Lacs.

Final words

We have highlighted the relevant provisions, details that are to be mentioned in the form, intimation to the ROC, due date, filing procedure, fees, and consequences of non-filing of Form PAS-3. Whenever a company makes any allotment of shares or securities, it is required to file a return of allotment in form PAS-3 to Registrar within thirty days of such allotment including the complete list of allottees to which the securities have been issued.