Instruction Kit for eForm PAS-3

(Return of Allotment)

Table of Contents

About this Document .................................................................................................................... 2

Part I Law(s) Governing the eForm ......................................................................................... 2
Section and Rule Number(s) ..................................................................................................................... 2
eForm Number as per Companies Act, 1956 ............................................................................................ 5
Part II Instructions to fill the eForm........................................................................................ 6
Specific Instructions to fill the eForm PAS-3 at Field Level .................................................................... 6
Common Instructions to fill eForm......................................................................................................... 11
Part III - Important Points for Successful Submission ........................................................... 13
Fee Rules................................................................................................................................................. 13
Processing Type ...................................................................................................................................... 13
SRN Generation ...................................................................................................................................... 13
Challan Generation ................................................................................................................................. 13
Email ....................................................................................................................................................... 13
Annexure A ............................................................................................................................................. 14
Annexure B ............................................................................................................................................. 14

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 Instruction Kit for eForm PAS-3
(Return of Allotment)

About this Document

The Instruction Kit has been prepared to help you file eForms with ease. This documents provides
references to law(s) governing the eForms, instructions to fill the eForm at field level and common
instructions to fill all eForms. The document also includes important points to be noted for
successful submission.

User is advised to refer instruction kit specifically prepared for each eForm.

This document is divided into following sections:

Part I Laws Governing the eForm

Part II Instructions to fill the eForm
Part III Important Points for Successful Submission
Click on any section link to refer to the section.

Part I Law(s) Governing the eForm

Section and Rule Number(s)
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 which
are reproduced for your reference.

Section 39(4):
Whenever a company having a share capital makes any allotment of securities, it shall file with
the Registrar a return of allotment in such manner as may be prescribed.

Section 42(9):
Whenever a company makes any allotment of securities under this section, it shall file with the
Registrar a return of allotment in such manner as may be prescribed, including the complete list
of all security-holders, with their full names, addresses, number of securities allotted and such
other relevant information as may be prescribed.

Rule 12:
(1) Whenever a company having a share capital makes any allotment of its securities, the
company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form
PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules,
2014.

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 Instruction Kit for eForm PAS-3
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(2) There shall be attached to the Form PAS-3 a list of allottees stating their names, address,
occupation, if any, and number of securities allotted to each of the allottees and the list shall be
certified by the signatory of the Form PAS-3 as being complete and correct as per the records of
the company.
(3) In the case of securities (not being bonus shares) allotted as fully or partly paid up for
consideration other than cash, there shall be attached to the Form PAS-3 a copy of the contract,
duly stamped, pursuant to which the securities have been allotted together with any contract of
sale if relating to a property or an asset, or a contract for services or other consideration.
(4) Where a contract referred to in sub-rule (3) is not reduced to writing, the company shall
furnish along with the Form PAS-3 complete particulars of the contract stamped with the same
stamp duty as would have been payable if the contract had been reduced to writing and those
particulars shall be deemed to be an instrument within the meaning of the Indian Stamp Act, 1899
(2 of 1899), and the Registrar may, as a condition of filing the particulars, require that the stamp
duty payable thereon be adjudicated under section 31 of the Indian Stamp Act, 1899.
(5) A report of a registered valuer in respect of valuation of the consideration shall also be
attached along with the contract as mentioned in sub-rule (3) and sub-rule (4).
(6) In the case of issue of bonus shares, a copy of the resolution passed in the general meeting
authorizing the issue of such shares shall be attached to the Form PAS-3.
(7) In case the shares have been issued in pursuance of clause (c) of sub-section (1) of section
62 by a company other than a listed company whose equity shares or convertible preference shares
are listed on any recognised stock exchange, there shall be attached to Form PAS-3, the valuation
report of the registered valuer.
Explanation.- Pending notification of sub-section (1) of section 247 of the Act and finalisation of
qualifications and experience of valuers, valuation of stocks, shares, debentures, securities etc.
shall be conducted by an independent merchant banker who is registered with the Securities and
Exchange Board of India or an independent chartered accountant in practice having a minimum
experience of ten years.

Rule 14:
(1)(a) For the purposes of sub-section (1) of section 42, a company may make an offer or
invitation to subscribe to securities through issue of a private placement offer letter in Form
PAS-4. (b) A private placement offer letter shall be accompanied by an application form serially
numbered and addressed specifically to the person to whom the offer is made and shall be sent to
him, either in writing or in electronic mode, within thirty days of recording the names of such
persons in accordance with sub-section (7) of section 42:
Provided that no person other than the person so addressed in the application form shall be
allowed to apply through such application form and any application not conforming to this
condition shall be treated as invalid.
(2) A company shall not make a private placement of its securities unless -
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 Instruction Kit for eForm PAS-3
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(a) the proposed offer of securities or invitation to subscribe securities has been previously
approved by the shareholders of the company, by a Special Resolution, for each of the Offers or
Invitations:
Provided that in the explanatory statement annexed to the notice for the general meeting the basis
or justification for the price (including premium, if any) at which the offer or invitation is being
made shall be disclosed:
Provided further that in case of offer or invitation for non-convertible debentures, it shall be
sufficient if the company passes a previous special resolution only once in a year for all the
offers or invitation for such debentures during the year.
(b) such offer or invitation shall be made to not more than two hundred persons in the aggregate
in a financial year:
Provided that any offer or invitation made to qualified institutional buyers, or to employees of
the company under a scheme of employees stock option as per provisions of clause (b) of sub-
section
(1) of section 62 shall not be considered while calculating the limit of two hundred persons;
Explanation. For the purposes of this sub-rule, it is hereby clarified that -
(i) the restrictions under sub-clause (b) would be reckoned individually for each kind of
security that is equity share, preference share or debenture;
(ii) the requirement of provisions of sub-section (3) of section 42 shall apply in respect of offer
or invitation of each kind of security and no offer or invitation of another kind of security shall be
made unless allotments with respect to offer or invitation made earlier in respect of any other kind
of security is completed;
(c) the value of such offer or invitation per person shall be with an investment size of not less
than twenty thousand rupees of face value of the securities;

(d) the payment to be made for subscription to securities shall be made from the bank account
of the person subscribing to such securities and the company shall keep the record of the Bank
account from where such payments for subscriptions have been received:
Provided that monies payable on subscription to securities to be held by joint holders shall be
paid from the bank account of the person whose name appears first in the application.
(3) The company shall maintain a complete record of private placement offers in Form PAS-
5: Provided that a copy of such record along with the private placement offer letter in Form PAS-
4 shall be filed with the Registrar with fee as provided in Companies (Registration Offices and
Fees) Rules, 2014 and where the company is listed, with the Securities and Exchange Board within
a period of thirty days of circulation of the private placement offer letter.
Explanation.- For the purpose of this rule, it is hereby clarified that the date of private placement
offer letter shall be deemed to be the date of circulation of private placement offer letter.

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(4) A return of allotment of securities under section 42 shall be filed with the Registrar within
thirty days of allotment in Form PAS-3 and with the fee as provided in the Companies
(Registration
Offices and Fees) Rules, 2014 along with a complete list of all security holders containing-
(i) the full name, address, Permanent Account Number and E-mail ID of such security holder; (ii)
the class of security held;
(iii) the date of allotment of security ;
(iv) the number of securities held, nominal value and amount paid on such securities; and
particulars of consideration received if the securities were issued for consideration other than
cash.
(5) The provisions of clauses (b) and (c) of sub-rule (2) shall not be applicable to -
(a) non-banking financial companies which are registered with the Reserve Bank of India under
Reserve Bank of India Act, 1934; and
(b) housing finance companies which are registered with the National Housing Bank under
National Housing Bank Act, 1987, if they are complying with regulations made by Reserve Bank
of India or National Housing Bank in respect of offer or invitation to be issued on private
placement basis:
Provided that such companies shall comply with sub-clauses (b) and (c) of sub-rule (2) in case
the Reserve Bank of India or the National Housing Bank have not specified similar regulations.
eForm Number as per Companies Act, 1956
Form 2 as per Companies Act, 1956.

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 Instruction Kit for eForm PAS-3
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Part II Instructions to fill the eForm

Specific Instructions to fill the eForm PAS-3 at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields that require
detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.
Note:
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. For example:
"Shares are allotted on 1st April; and then shares are allotted again on 5th April and on 15th
April. In such case details of all the three allotments can be filed through the same form only
if the form is filed on or before 1st May, as all the events would fall within 30 days. However,
if the company files the eForm on 10th May, then separate forms would need to be filed for
each of these allotments."
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.

S. No/ Field Name Instructions

Section Name
1 a Corporate identity Enter the Corporate identity number (CIN) of company.
number (CIN) of
company You may find CIN by entering existing registration number
or name of the company in the Find CIN service under the
menu MCA services on the MCA website.
1 a Pre-fill button Click the Pre-fill button. On clicking the button, system
shall automatically display the name, registered office
address and email id of the company. In case there is any
change in the email ID, you can enter the new valid email
ID.

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 Instruction Kit for eForm PAS-3
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S. No/ Field Name Instructions

Section Name
3 Securities allotted Enter the details of securities allotted in cash.
payable 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.
4 Securities allotted Enter the details of securities allotted for consideration
for consideration otherwise than in cash.
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.

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S. No/ Field Name Instructions

Section Name
5 (a) Bonus shares issued In case bonus shares are issued, enter the necessary details
to (f) concerning such issue.

6 In respect of private Select the category to whom allotment is made in respect of

placement 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.
7 (a) Capital structure of Enter details for the authorized, issued, subscribed and
to the company after paid up share capital break up after taking into
(d) taking into consideration the allotments made.
consideration
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.

For example, if the details of share capital are as follows:
1,00,000 equity shares of Rs. 10 each
1,00,000 equity shares of Rs. 5 each
10,000 7% Preference shares of Rs. 50 each
5,000 8% Preference shares of Rs. 100 each

The respective fields are to be entered in the following

manner:
Authorised capital of the company (in Rs.)- 25,00,000/-
Break up of Authorised capital:
Number of equity shares- 2,00,000
Total amount of equity shares (in Rs.)- 15,00,000/-
Nominal amount per equity share- Rs. 10, Rs. 5
Number of preference shares- 15,000

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 Instruction Kit for eForm PAS-3
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S. No/ Field Name Instructions

Section Name
Total amount of preference shares (in Rs.)- 10,00,000/-
Nominal amount per preference share- Rs. 50, Rs.100

8 Debt Structure of Enter the details of securities of the company after taking
the company into consideration the allotment.
after taking into
.
9 Whether complete Select whether complete list of allottees has been enclosed
list of allottees has as an attachment. In case the complete list is not attached,
been enclosed as an provide the details thereof in excel sheet.
attachment Please note the following:
1. The format of the excel sheet can be downloaded
along with the eform.
2. After the eform is uploaded, the excel file needs to
be uploaded using a new MCA service - Upload
Details of Security Holders/Debenture
Holders/Depositors available at www.mca.gov.in.
3. DONOT submit the details in CD at concerned
RoC office.
4. In case, the NO option is selected, then the eform
will not be approved until the details are uploaded
in the MCA21 portal.

To be digitally Declaration Enter the serial number and date of board resolution
signed by authorizing the buy-back of securities.
DSC Enter the designation of the person under which capacity
he is signing the eForm from the dropdown values.

DIN or Income-tax Ensure the eForm is digitally signed by the Director,

PAN or Membership Manager, CEO, CFO or Company Secretary of the
number company.
In case the person digitally signing the eForm is a
Director - Enter the approved DIN.
In case the person digitally signing the eForm is
Manager, Chief Executive Officer (CEO) or Chief
Financial Officer (CFO) - Enter valid income-tax
PAN/approved DIN.

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 Instruction Kit for eForm PAS-3
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S. No/ Field Name Instructions

Section Name
In case the person digitally signing the eForm is Company
Secretary - Enter valid membership number.

Certificate practicing The eForm should be mandatorily certified by a chartered

professional accountant (in wholetime practice) or cost accountant (in
whole-time practice) or company secretary (in whole-time
practice) by digitally signing the eForm.
Attachments
List of allottees, separate list for each allotment is mandatory, please refer the
format below in Annexure B
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 PAS5 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.
Any other information can be provided as an optional attachment(s).

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 Instruction Kit for eForm PAS-3
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Common Instructions to fill eForm

Buttons Particulars
Pre-Fill The Pre-fill button can appear more than once in an eForm. The button
appears next to a field that can be automatically filled using the MCA
database.

Click this button to populate the field.

Note: You are required to be connected to the Internet to use the Pre-
fill functionality.
Attach Click this document to browse and select a document that needs to be
attached to the eForm. All the attachments should be scanned in pdf
format. You have to click the attach button corresponding to the
document you are making an attachment.
In case you wish to attach any other document, please click the optional
attach button.
Remove Attachment You can view the attachments added to the eForm in the List of
attachment field.

To remove any attachment from the eForm, select the attachment in the
List of attachment field and click the Remove attachment button.
Check Form 1. Click the Check Form button after, filling the eForm. System
performs form level validation like checking if all mandatory fields
are filled. System displays the errors and provides you an
opportunity to correct errors.
2. Correct the highlighted errors.
3. Click the Check Form button again and. system will perform form
level validation once again. On successful validations, a message is
displayed Form level pre scrutiny is successful.
Note: The Check Form functionality does not require Internet
connectivity.
Modify The Modify button is enabled, after you have checked the eForm using
the Check Form button.

To make changes to the filled and checked form:

1. Click the Modify button.
2. Make the changes to the filled eForm.
3. Click the Check Form button to check the eForm again.

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 Instruction Kit for eForm PAS-3
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Buttons Particulars
Pre scrutiny 1. After checking the eForm, click the Prescrutiny button. System
performs some checks and displays errors, if any.
2. Correct the errors.
3. Click the Prescrutiny button again. If there are no errors, a message
is displayed No errors found.

The Prescrutiny functionality requires Internet Connectivity.

Please attach signatures before clicking on Prescrutiny.
Submit This button is disabled at present.

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 Instruction Kit for eForm PAS-3
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Part III - Important Points for Successful Submission

Fee Rules
S.No Purpose of the Normal Fee Additional Logic for Additional Fees
form Fee (Delay
Fee)
Event Date Time
limit(days)
for filing
1. Return of As per The As per The Date of allotment 30 days from
allotment Companies Companies the
(Fee for (Fee for date of
filings with Annexure A allotment
ROC) Rules, filings with
2014'- ROC)
Annexure A Rules,2014'-
Annexure A

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or
notification issued thereunder.
Processing Type
The eForm will be auto approved (STP)
SRN Generation
On successful submission of the eForm PAS-3, SRN will be generated and shown to the user
which will be used for future correspondence with MCA.
Challan Generation
On successful submission of the eForm PAS-3, Challan will be generated depicting the details of
the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has
been filed.
Email
When an eForm is registered by the authority concerned, an acknowledgement of the same is
sent to the user in the form of an email at the end of the day to the email id of the company.

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 Instruction Kit for eForm PAS-3
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Annexure A
The Companies (Fee for filings with Registrar of Companies) Rules, 2014
Normal fees:
In case of company have share capital
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 1,000
In case of company does not have share capital
Fee applicable
Rupees 200
Additional fees shall be applicable as below
Period of delays All forms
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days and up to 270 days 12 times of normal fees
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Annexure B
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.

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

S. No. Name & Address Nationality Number Total Total
occupation of of the of shares amount amount to
of Allottee Allottee Allottee allotted paid be paid on
(including calls
premium) (including
(in Rs.) premium)
outstanding
(in Rs.)
1 2 3 4 5 6 7
Total

Table C (List of allottees, applicable in case of allotment of securities for consideration otherwise
than in cash)
S. No. Name & Address Nationality Number Whether If partly
occupation of of the of securities paid up
of Allottee Allottee Allottee securities allotted as amount
allotted fully outstanding
or (in
partl Rs.)
y paid up
1 2 3 4 5 6 7
Total

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

S.No Name & occupation Address of Nationality Number
of Allottee of the of shares
Allottee Allottee allotted
1 2 3 4 5
Total

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