PAS – 3

Return of Allotment

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

• Whenever a company makes any allotment of shares or securities, it is required to file a return of allotment in eForm PAS-3 to Registrar within thirty days of such allotment including the complete list of allotees to whom the securities have been issued.
• 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 separate form is to be filed for every such event date.
• If it is required to file eForm MGT-14 in relation to the resolution passed for issue of shares; ensure that filing of eForm MGT-14 precedes filing of this eForm.

Securities allotted payable in cash

• Enter the details of securities allotted in cash.
• Enter the total number of allotments for which this eForm needs to be filed. Based on the number entered here, number of blocks shall be displayed for entering the details. Details of maximum five such allotments can be filed through this eForm. If the total number of allotments is more than five, then file another eForm PAS-3 for remaining such allotments.

• More than one option can be selected from equity with differential rights, equity without differential rights, debentures or preference shares in case more than one kind of security is allotted, otherwise select whichever is applicable.

Securities allotted for consideration otherwise than in cash

• Enter the details of securities allotted for consideration otherwise than in cash.
• Enter the total number of allotments for which this eForm needs to be filed. Based on the number entered here, number of blocks shall be displayed for entering the details. Details of maximum three such allotments can be filed through this eForm. If the total number of allotments is more than three, then file another eForm PAS-3 for remaining such allotments.

• More than one option can be selected from equity with differential rights, equity without differential rights, debentures or preference shares in case more than one kind of security is allotted, otherwise select whichever is applicable.

• Select whether an agreement or contract is executed in writing for allotting shares for consideration otherwise than in cash. In case any agreement or contract is not executed, then it is mandatory to attach stamped particulars of contract about the shares issued for consideration other than cash if such contract is not reduced to writing.

Bonus shares issued

• In case bonus shares are issued, enter the necessary details concerning such issue.

In respect of private placement

• Select the category to whom allotment is made in respect of private placement and it mandatory to select all checkboxes of (b) for declaration in case of private placement of offer is made by the company.

Capital structure of the company after taking into consideration

• Enter details for the authorized, issued, subscribed and paid up share capital break up after taking into consideration the allotments made.

• Enter the number of shares, total amount of shares and nominal amount per share for each type of share. In case the company having share capital, at least one type of share capital (Equity/ Preference) should be greater than zero. In case, the company is not having share capital, then the authorized share capital shall be zero.

• The paid up capital entered in the eform shall update the paid up capital of the company in master data.

• In case company has shares of multiple nominal amounts per share, then enter multiple nominal values per share separated by comma in the field Nominal amount per share.
• Enter the details of securities of the company after taking into consideration the allotment.

• In case the complete list is not attached, you need to submit the same in a CD separately with the office of concerned Registrar of Companies (RoC). Thereafter the said list would be uploaded in the system by the RoC office.

Format of the list of allottees:

Table A

Name of the company

Date of allotment

Type of securities allotted

Nominal Amount per security (in Rs.)

Premium/ (Discount) amount per security (in Rs.)

Total number of allottees

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

Table B (List of allottees, applicable in case of allotment of securities payable in cash)

Table C (List of allottees, applicable in case of allotment of securities for consideration otherwise than in cash)

Table D (List of allottees, applicable in case of allotment of bonus shares)

Attachment:

• List of allottees, separate list for each allotment is mandatory.
• Copy of Board or Shareholders’ resolution approving allotment of shares is mandatory in all cases
• Valuation Report from the registered valuer is mandatory in case obtained from 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
• Copy of the special resolution authorizing the issue of bonus shares is mandatory in case of bonus issue.

Fees:

In case of company have share capital

In case of company does not have share capital

Rupees 200

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