MCA PAS-3 Return of Allotment

A MCA PAS-3 Return of Allotment in India sets out the particulars the recipient needs to deal with the request, in a structured and reviewable form.

PAS-3 is one of the most frequently filed corporate compliance forms in India. Any increase in a company's paid-up share capital — whether through a private placement under Section 42 of the Companies Act 2013, a rights issue, a bonus issue, an Employee Stock Option Plan (ESOP) exercise, or conversion of compulsorily convertible debentures (CCDs) or compulsorily convertible preference shares (CCPS) into equity — triggers a mandatory PAS-3 filing. The form captures the type, number, and price of securities allotted, the consideration received, and a full list of allottees with their KYC details.

The Companies Act 2013 imposes a 30-day filing deadline from the date the Board of Directors passes the allotment resolution. Late filing attracts additional MCA fees of ₹100 per day beyond the 30th day, with no statutory cap on accumulation. Under Section 39(5) of the Companies Act 2013, the company itself is liable to a civil penalty of ₹1,000 per day of continuing default, subject to a maximum of ₹25,00,000 (₹25 lakh), and every officer in default is personally liable to a penalty of ₹25,000 per day, subject to a maximum of ₹5,00,000 (₹5 lakh). These penalties are adjudicated by the ROC through an adjudication order.

For allotments involving foreign investors — including venture capital firms, private equity funds, foreign portfolio investors (FPIs), and non-resident Indians (NRIs) — PAS-3 filing with the ROC must be accompanied by a parallel FC-GPR (Foreign Currency — Gross Provisional Return) filing with the Reserve Bank of India (RBI) through the FIRMS (Foreign Investment Reporting and Management System) portal. The FC-GPR filing must be made within 30 days of receipt of remittance (for equity allotment) or within 30 days of allotment, whichever is applicable. These are distinct, parallel obligations — ROC PAS-3 under the Companies Act 2013 and RBI FC-GPR under the Foreign Exchange Management Act 1999 (FEMA) and the Foreign Exchange Management (Non-Debt Instruments) Rules 2019.

PAS-3 also serves as a critical compliance milestone in the private placement process under Section 42 of the Companies Act 2013. Under Section 42(9), no new private placement offer can be made until the previous offer is complete — meaning allotment has been made and PAS-3 has been filed with the ROC. A company that attempts a second round of private placement without completing the first round's PAS-3 filing risks having both allotments treated as public offers, which attract severe penalties under Section 42(10), including a penalty of ₹2 crore or twice the total amount raised, whichever is higher.

Form PAS-3 must be filed by every Indian company within 30 days of any allotment of shares or securities. The filing requirement is triggered by the date of the Board resolution approving the allotment — not the date of issue of share certificates or receipt of consideration.

Startup funding rounds: When a private limited company allots equity shares or preference shares (including CCPS — compulsorily convertible preference shares) to angel investors, seed funds, venture capital firms, or private equity investors as part of a funding round, PAS-3 must be filed within 30 days of the Board resolution allotting the securities. The form must list every allottee (each individual investor or fund entity) with their PAN, address, and the number of securities allotted.

Rights issues to existing shareholders: When an existing company offers additional shares to its existing shareholders in proportion to their holdings (a rights issue under Section 62 of the Companies Act 2013), PAS-3 must be filed after allotment, even if some shareholders renounced their rights and the unsubscribed portion was allotted to others.

Bonus issues: When a company capitalises its free reserves or securities premium account to issue bonus shares to existing shareholders, PAS-3 is required. Bonus allotments are non-cash allotments — the consideration is the capitalisation of reserves — but the allotment obligation under Section 39 applies.

ESOP exercises: When employees exercise stock options granted under an Employee Stock Option Plan (ESOP) registered with the ROC (Form SH-6), the allotment of equity shares to the employees triggers a PAS-3 filing. ESOP allotments may be made quarterly or half-yearly, with each batch requiring its own PAS-3.

Conversion of convertible instruments: When CCDs (compulsorily convertible debentures) or CCPS convert into equity shares at a pre-agreed conversion price, the conversion constitutes an allotment and PAS-3 must be filed within 30 days of the conversion date.

FDI allotments: Any allotment of shares to a foreign investor — whether FDI under the automatic route or the government approval route — requires PAS-3 with the ROC and FC-GPR with the RBI's FIRMS portal, with both filings required within 30 days of allotment.

A complete and accurate PAS-3 filing requires careful preparation of the form with all required information about the company, the allotment, and the allottees.

Company identification: The CIN (Corporate Identity Number) of the company, its registered name, registered office address, and the date of incorporation. The CIN is auto-populated on the MCA21 portal when the form is initiated.

Type of allotment: PAS-3 requires specification of the mode of allotment — whether private placement (Section 42), rights issue (Section 62), bonus issue (Section 63), ESOP exercise, conversion of convertible instruments, or any other mode. For private placements, the form references the approved PAS-5 (Record of Private Placement Offer) filed in connection with the offer.

Class and terms of securities: The form requires details of each class of securities allotted — equity shares (face value, issue price, premium), preference shares (face value, issue price, redemption terms, dividend rate), compulsorily convertible debentures (face value, interest rate, conversion terms), or other securities.

Allotment resolution details: The date of the Board resolution approving the allotment must be entered — this is the date from which the 30-day filing deadline is calculated. A certified copy of the Board resolution is attached as an annexure to PAS-3.

List of allottees: The most detailed component of PAS-3 is the list of allottees (Schedule) containing, for each allottee: full legal name; father's/mother's/spouse's name; date of birth; occupation; PAN (mandatory); Aadhaar (required for individuals in many cases); residential address (complete with PIN code); email address and mobile number; number of securities allotted; and amount paid per security (both face value and premium separately). For corporate allottees (companies, LLPs, foreign entities), the CIN/LLPIN, PAN, country of incorporation, and registered address are required.

Foreign investor KYC: For NRI allottees, the passport number, tax identification number (TIN) from the country of residence, FIRC (Foreign Inward Remittance Certificate) number, and mode of remittance must be included. For FDI allotments, FEMA compliance declarations and the RBI's ODI/FDI registration details are referenced.

Total consideration: The total amount received from all allottees — separately disclosing the face value amount, the premium amount, and the total aggregate consideration — must be stated.

Digital signatures: PAS-3 must be digitally signed by a Director (using a valid Class 3 DSC registered on the MCA21 portal) and certified by a practising Company Secretary (CS) or Chartered Accountant (CA) in whole-time practice using their DSC.

Attachments: The form requires the following mandatory attachments: certified copy of the Board resolution approving the allotment; list of allottees (if more than 7, as a separate Excel upload); for private placements — copy of PAS-5 and the special resolution (MGT-14) filed with ROC; for foreign allottees — FIRC and KYC documents; valuation report from a SEBI-registered merchant banker (for non-cash allotments or allotments at a premium).

Additional compliance elements for a MCA PAS-3 Return of Allotment used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.