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Allotment of Securities

ROC Allotment of Securities

 

What is the allotment of securities?

 

Whenever a company makes any allotment of shares or securities, it is required to file a return of allotment in eForm PAS-3 to Registrar within thirty days of such allotment including the complete list of allotees to whom the securities have been issued.

Who has to file the form?

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.

When has to be done?

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.”

What’re the documents or attachments needed for ROC allotments of securities?

 

  • 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)