PAS-3

Form PAS-3 is the return of allotment filed with the Registrar of Companies under Section 39(4) of the Companies Act 2013 read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules 2014.

When required:

Whenever a company allots shares or other securities — equity, preference shares (including CCPS), debentures (including CCDs), warrants, sweat equity shares, bonus shares, rights shares, ESOPs (after exercise), preferential allotments, private placements.

Due date: Within 15 days from the date of allotment.

Attachments (vary by allotment type):

• Board resolution approving the allotment
• Shareholders' resolution where Section 62(1)(c) or special-resolution allotments are involved
• List of allottees with name, address, occupation, PAN, number of securities allotted, amount paid, distinctive numbers, certificate numbers
• Private Placement Offer Letter (PAS-4) and the Application for Securities for private placements
• Valuation report by a Registered Valuer (for further issue under Section 62(1)(c) and other prescribed allotments) — Section 247
• Copy of the prospectus if a public issue

Private placement specifics (Section 42):

For private placements, the company must also have complied with:

• PAS-4 (offer letter) issued to identified investors
• PAS-5 (record of offers) maintained in the books
• Section 42 restrictions: maximum 200 offerees per FY (per class of securities, excluding QIBs and ESOP holders); minimum subscription ₹20,000 per offeree; funds parked in a separate bank account until allotment.
• Allotment within 60 days of receipt of application money; refund within 15 days of expiry, failing which 12% p.a. interest.

For FDI inflows:

In addition to PAS-3, the company must file Form FC-GPR with RBI within 30 days of allotment to a non-resident.

Penalty:

Section 39(5) — fine of ₹1,000 per day of continuing default or ₹1 lakh, whichever lower. Section 42 contraventions attract heavier penalties — up to the higher of ₹2 crore or the amount involved.

Pitfall: Filing PAS-3 before the share certificates are stamped and issued — non-compliance with the Indian Stamp Act triggers separate penalties and challenges the validity of the allotment.