## Return of Allotment — Section 39(4)

### What is a 'return of allotment'?

A return of allotment is a statutory filing the company makes with the Registrar of Companies (ROC) to formally record who received how many securities in an allotment.

### The filing requirement

Item	Requirement
Form	PAS-3
Filed with	ROC
Time limit	Within 30 days of allotment

### Particulars to be attached

List of allottees stating their names, addresses and occupations, and
Number of securities allotted to each allottee.

### Additional attachments depending on the type of issue

Situation	Additional attachments
Shares issued for consideration other than cash (except bonus shares)	(a) Copy of contract of allotment of securities, (b) Contract of sale of property/asset/services/other consideration, (c) Report of registered valuer for valuation of consideration
Shares issued under Section 62(1)(c) (i.e., issued to a person other than as a rights issue or under ESOP) by a company other than a listed company	Valuation report of a registered valuer
Any other (ordinary cash issue, rights, ESOP, bonus, listed-company preferential)	No additional attachments required

### Why the extra documents?

When the consideration is non-cash, regulators must satisfy themselves that the company is not issuing shares for nothing or at an unfair value — hence the contract and the registered valuer's report. The same concern arises in unlisted preferential issues, where there is no market price to anchor the valuation.

Worked example

### Example 1

Example 1 (cash issue): Beta Ltd makes a rights issue and allots 10 lakh shares on 1 April. It must file Form PAS-3 with the ROC by 30 April, attaching the list of allottees and number of shares each received. No extra valuation documents are required.

### Example 2

Example 2 (non-cash): Gamma Ltd acquires a piece of machinery from a vendor in exchange for 1 lakh equity shares. With Form PAS-3 it must additionally attach: the allotment contract, the contract for purchase of machinery, and a registered valuer's report supporting the valuation of the machinery.

⚠️ Common exam mistakes

Filing PAS-3 within 30 days from the close of the issue rather than 30 days from the date of allotment.
Forgetting that bonus shares are an explicit carve-out — even though they are 'for consideration other than cash' economically, no contract/valuation report is needed.
Treating preferential allotments by listed companies as needing a valuer's report under this rule — Section 62(1)(c) attachment is required only for companies OTHER THAN listed companies.

Bare-Act text Section 39(4) · Companies Act, 2013 · click to expand

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.

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Return of Allotment in Form PAS-3 [Section 39(4)]

Worked example

⚠️ Common exam mistakes