PAS-3: Allotment of Shares — Filing Within 30 Days

What is PAS-3?

PAS-3 is the e-form filed with the RoC under Section 39 of the Companies Act, 2013 within 30 days of allotment of shares. It informs the RoC about:

• Number of shares allotted
• Class of shares (equity / preference / debenture)
• Face value and premium
• List of allottees with PAN, address, shareholding
• Valuation report (for preferential allotments)

When PAS-3 is required

File PAS-3 for any allotment:

1. Initial subscription — At incorporation (subscribers take their shares)
2. Private placement — Issue to specific identified persons (max 200 in a year, excluding QIBs and employees)
3. Rights issue — Existing shareholders subscribe in proportion to their holdings
4. Bonus issue — Free shares issued from reserves
5. Preferential allotment — Issue to identified investor at fixed price (requires valuation)
6. ESOP exercise — Employees exercising vested options

Due date and penalty

Due date: 30 days from date of allotment

Penalty: ₹100/day for delays up to 30 days, then increasing. Major delays (90+ days) attract higher fee multipliers (2x-12x base).

For private placements specifically, late filing can trigger Section 42 violations with up to ₹2 crore penalty + officer-in-default fines.

Documents required

• Board/EGM resolution approving allotment
• List of allottees with name, address, PAN, occupation, father's name, shares allotted, consideration
• Valuation report by registered valuer (for preferential allotments above face value)
• Auditor's certificate confirming money received
• Bank statement showing receipt of share application money
• Letter of offer (PAS-4) for private placement
• Authorisation/special resolution (for special class issues)
• For FDI cases: FC-GPR (filed separately with RBI within 30 days)

Private placement — Section 42 compliance

For private placement specifically, additional compliance under Section 42:

1. Offer to specific persons — Maximum 200 persons in a financial year (excluding QIBs, employees under ESOP)
2. Separate bank account — Money must come into a dedicated 'Private Placement' account
3. Allotment within 60 days — If not allotted within 60 days of receiving money, refund within 15 days (otherwise interest at 12% p.a.)
4. Valuation — Issue at price not less than fair value determined by registered valuer
5. No public ad — Cannot advertise or use general marketing

Violations trigger Section 42(10) penalties — up to ₹2 crore plus return of all money received.