Compliance Pack
Allotment of shares, PAS-3 (private placement or rights issue)
What this means, checked by a CA
When the company issues new shares, it must file a return of allotment (PAS-3) with the ROC. For a private placement it is due in 15 days and the money cannot be used until then. We run the process from resolution and valuation to offer letter, allotment and PAS-3.
Quote
One time, fixed after a quick look
- Delivered in PAS-3 within 3 working days of allotment; full private placement 3 to 6 weeks
- Due: PAS-3 within 15 days of allotment (private placement); 30 days for other allotments such as rights
How we do it: IDFD
Every case runs through the same four steps: Information, Discussion, Forms, Deliverables. You see each one ticked as it happens.
InformationWhat we need from you · 8 items
Board and special resolutions
Approve offer and price
Registered valuer's valuation report
Price for unlisted preferential issue
Allottee list with PAN, email, address
Required in PAS-3
PAS-4 offer letters and PAS-5 record
Private placement proof
Bank statement of separate account
Money from subscriber's own account
Allottees' demat account detailsOptional
Demat issue for non-small companies
Rights offer letter and acceptancesOptional
Rights issue route
Approved SH-7 if capital raisedOptional
Allotment within authorised capital
DiscussionWhat we discuss · 6 items
Who is subscribing: existing members in proportion, or new investors?
Rights (Sec 62(1)(a)) vs private placement and preferential
Any foreign or NRI investor?
FEMA pricing and FC-GPR on FIRMS (separate filing)
Is authorised capital enough for the issue?
If not, SH-7 first (MCA-EVT-03)
Is the company a small company, and is all existing holding in demat?
Rule 9B demat requirement
Has money already come in, and on what date?
60-day allotment and refund clock
Any investor from a country sharing a land border with India?
Needs Government approval before PAS-4
FormsForms we file · 9 items
Check authorised capital; file SH-7 if needed and wait for approval
Where: https://www.mca.gov.in. Due: Before allotment
Get registered valuer's report for the issue price
Where: Internal. Due: Before the special resolution
Board meeting: approve issue, notice of general meeting with explanatory statement
Where: Internal. Due: Before offer
General meeting: special resolution for private placement or preferential issue
Where: Internal. Due: Before PAS-4
File MGT-14 for the special resolution
Where: https://www.mca.gov.in. Due: Within 30 days of the resolution
Open a separate bank account; send serially numbered PAS-4 to identified persons; record in PAS-5
Where: Internal. Due: PAS-4 within 30 days of recording names
Receive money from subscribers' own accounts; board allots shares (in demat where Rule 9B applies)
Where: Internal. Due: Within 60 days of receiving money, else refund within 15 days
File PAS-3 with allottee list, resolutions, valuation report and PAS-4 and PAS-5 copies
Fee by authorised capital slab; late multiples 2x to 12x (or higher fee if repeated)
Where: https://www.mca.gov.in. Due: 15 days from allotment (private placement); 30 days for rights
If foreign investor: FC-GPR on RBI FIRMS (separate engagement)
Where: https://firms.rbi.org.in. Due: As per FEMA rules
DeliverablesWhat you get · 4 items
PAS-3 SRN and challan
When: Same day as filing
Board allotment resolution and updated register of members
When: On allotment
MGT-14 SRN
When: Within 30 days of resolution
Updated cap table
When: After approval
Questions people ask
Is PAS-3 due in 15 days or 30 days?
15 days from allotment for private placement under Sec 42(8). Rule 12 gives 30 days for other allotments such as rights.
Can we use the money as soon as it arrives?
No. Private placement money stays in a separate account and can be used only after allotment and filing of the return.
What if we cannot allot within 60 days?
Refund within the next 15 days, or pay interest at 12% a year from the 60th day.
Do we need a valuation report?
Yes for issues to non-members by an unlisted company, from a registered valuer. A rights issue to existing members does not need one under Sec 62(1)(a).
Must the shares be in demat?
Yes for private companies that are not small companies, from 30 Sep 2024.
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