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Microlesson · 5-min read

Return of Allotment - Form PAS-3 Procedural Requirements

# Return of Allotment

## 1. Obligation to File

A company shall file a Return of Allotment with the ROC every time it allots securities.

  • Governed by Companies (Prospectus and Allotment of Securities) Rules, 2014

## 2. Time Limit and Form

RequirementDetail
FormPAS-3
Time limit30 days from date of allotment
FeeAs prescribed

---

## 3. Standard Attachments to PAS-3

The following documents accompany PAS-3, certified by the signatory for correctness:

1. List of allottees showing:

  • Names
  • Address
  • Occupation (if any)

2. Number of securities allotted to each allottee

---

## 4. Additional Attachments — Allotment for Non-Cash Consideration

When shares are allotted for consideration other than cash (excluding bonus shares), also attach:

### (a) Stamped Contract

  • Stamped copy of the contract for the allotment.

### (b) Contract of Sale

  • If consideration relates to property, assets, services or other consideration — attach the contract of sale.

### (c) Unwritten Contracts

  • If the contract is not in writing, the company must:
  • Provide its complete particulars
  • Get it stamped as if it were written
  • It will be treated as an instrument under the Indian Stamp Act, 1899

### (d) Valuation Report

  • A registered valuer's report is required to value the non-cash consideration.

---

## 5. Additional Attachments — Issuance under Section 62(1)(c)

If shares are issued under Section 62(1)(c) (preferential allotment) by a non-listed company:

  • Attach a valuation report from a registered valuer to PAS-3.

---

## Summary Flowchart

```

Allotment of Securities

File PAS-3 within 30 days

Mandatory: List of allottees + securities allotted

If non-cash: + Contract (stamped) + Valuer's report

If S. 62(1)(c) unlisted: + Valuer's report

```

Worked example

### Example 1

Example 1: XYZ Ltd (unlisted) allots 1,00,000 equity shares in exchange for a building (non-cash) on 1 May 2026.

Answer: PAS-3 must be filed by 31 May 2026 (30 days). Attachments: (i) list of allottees, (ii) stamped contract for allotment, (iii) contract of sale for the building, (iv) registered valuer's report valuing the building.

### Example 2

Example 2: ABC Ltd makes a preferential allotment under Section 62(1)(c). It is an unlisted company.

Answer: PAS-3 must be filed within 30 days. In addition to the standard list of allottees, the company MUST attach a registered valuer's report — this is a specific requirement for unlisted companies under Section 62(1)(c).

### Example 3

Example 3: A company issues bonus shares to existing shareholders.

Answer: PAS-3 is required within 30 days, but the non-cash consideration attachments (contract, valuer's report) are NOT required — bonus shares are explicitly excluded from these additional requirements.

⚠️ Common exam mistakes

  • Forgetting that bonus share allotments are excluded from the non-cash consideration attachment requirements.
  • Filing PAS-3 only once per year — it must be filed for EVERY allotment, within 30 days each time.
  • Missing the valuer's report for unlisted companies under Section 62(1)(c) — easily overlooked.
  • Treating unwritten contracts as not requiring stamping — they MUST be stamped under the Indian Stamp Act, 1899.
  • Confusing PAS-3 (return of allotment) with PAS-4 (private placement offer letter).
Reference: Section 39(4) read with Rule 12 & 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 — Companies Act, 2013 and Rules
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