As per the provisions given under sections 39(4) and 42(9) of the Companies Act and which would be read with Rules 12 and 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, an e-form namely, PAS-3 shall be filed whenever a company is making allotment of shares or securities with the ROC (Registrar of Companies) using the MCA (Ministry of Corporate Affairs) Portal, including the complete list of all otters to whom the securities have been issued.
Information to be Furnished in PAS-3
The following information should be furnished in form PAS-3:
- Corporate Identification Number (CIN)
- Securities allotted and for which the consideration shall be 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 MGT-14
- Nature of allotment, i.e., the allotment of Preference shares or equity shares without any differential rights or equity shares with the differential rights or debentures
- Details about allotment
- Details of consideration
- Likewise, Details of bonus shares
- Details of private placement
- The company’s capital structure after the consideration of the allotment.
- Debt structure occupied by the company after considering allotment
- Ensuring that the list with complete information of the allottees has been enclosed as an attachment.
Due Date for Filing
A: When Shares Allotted To The Public At Large
If a company is allotting shares to the public at large, it shall file with the registrar of companies a return of allotment of shares within 30 days in form PAS-3.
B: When Shares Allotted through Private Placement
If the company is making allotment of shares through private placement, then company shall file with the ROC a return of allotment within 15 days of such allotment in form PAS-3.
Procedure for Filing Form PAS-3
- Firstly, the PAS-3 form shall be downloaded from MCA’s portal.
- Enter the CIN (Company Identification Number) and click for pre-fill which would pre-fill the available data or details that was collected already.
- Fill in the additional details pertaining to the allotment and the capital structure of the company. The details of bonus shares shall also be furnished.
- Attach the necessary documents mentioned below.
- Check the form for any errors, sign the form using DSC (digital signature certificate), and authorize the form, after which it should be submitted or uploaded along with payment of the prescribed fees.
- An SRN number will be issued, which should be noted for future reference.
List of Required Attachments
- List of allotters where a separate list for each allotment is mandatory and is to be ensured
- Copy of the resolution passed by the Board or Shareholders which approves allotment of shares is mandatory in all cases
- Valuation Report, which is received from the registered valuer, is mandatory in case the same is obtained from the value
- Copy of Contract or Complete particulars of contract duly stamped is mandatory to attach in case securities are issued other than for cash
- In the case of the private placement, the complete record of private placement offers and acceptances in Form PAS-5 is mandatory
- Copy of the special resolution authorizing the issue of bonus shares is mandatory in case of a bonus issue.
Fees for Filing Form PAS-3
- In the case of a company which is having a share capital:
| SL. NO. | NOMINAL SHARE CAPITAL | APPLICABLE FEES |
| 1 | Less than INR 1 Lakhs | INR 200 |
| 2 | INR 1 Lakhs to INR 4,99,999 | INR 300 |
| 3 | INR 5 Lakhs to INR 24,99,999 | INR 400 |
| 4 | INR 25 Lakhs to INR 99,99,999 | INR 500 |
| 5 | INR 1 Crore or Above | INR 1,000 |
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- In case of company which is not having share capital, a flat fee of INR 200 shall be applicable.
In case of Delay in Filing levy of Additional Fee
In case the company fails to file form PAS-3 within the prescribed time limit, there shall be an additional fee applicable to the company, and this shall include the following:
| SL. NO. | PERIOD OF DELAY | ADDITIONAL FEE |
| 1 | Until the first 30 days | 2 times the average fees |
| 2 | More than 30 days but up to 60 days | 4 times the average fees |
| 3 | More than 60 days but up to 90 days | 6 times the average fees |
| 4 | More than 90 days but up to 180 days | 10 times the average fees |
| 5 | More than 180 days but up to 270 days | 12 times the regular fees |
Consequences of non-filing of Form PAS-3
A: Allotment of shares to the Public at Large
If a company, which has allotted shares fails to file Form PAS-3 within 30 days from the date of such allotment then the company along with the officer or officers in default shall be held liable to pay INR 1,000 per day during which the default continues or INR 1 Lakh whichever is less.
B: Allotment of Shares through Private Placement
If the company does not file form PAS-3 within 15 days from the date of allotment, then the company, its promoters and directors shall be held liable to pay a penalty of INR 1,000 per day during which such default continues, and it shall not exceed
