Know about return of allotment under companies Act.

As we discussed earlier here, sub – section (4) of Section 39 of the Companies Act 2013 says, “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”. Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes this manner.

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.

Details of Allotees:

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.

Copy of Contract:

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.

Where a contract 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.

A report of a registered valuer in respect of valuation of the consideration shall also be attached along with the contract or particulars of contract.

Bonus Share:

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.

In case the bonus shares have been issued in 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.

PAS – 3:

This form asks for following details:

Securities allotted payable in cash:

(a) Date of Allotment

(b)Date of passing of shareholders’ resolution

(c) SRN of Form MGT – 14

(d) Brief particulars of terms and condtions

(e) Number of securities allotted

(f) Nominal amount per security

(g) Total Nominal amount

(h) Amount paid per security on application

(i) Amount due and payable on allotment per security (excluding premium)

(j) Total amount payable on allotment (excluding premium)

(k) Premium amount per security due and payable

(l) Total premium amount due and payable

(m) Premium amount paid per security

(n) Total premium amount paid

(o)Amount of discount per security

(p)Total discount amount

(q) Amount to be paid on call per security

(r) Total amount to be paid on call

Securities allotted for consideration other than cash:

(a) Date of Allotment

(b)Date of passing of shareholders’ resolution

(c) SRN of Form MGT – 14

(d) Number of securities allotted

(e) Nominal amount per security

(f) Total Nominal amount

(g) Amount to be treated as paid up on each security

(h) Premium amount per security

(i) Total premium amount

(j) Amount of discount per security

(k) Total discount amount

(l) Detail of consideration

1. Property and assets accquired
2. Goodwill
3. Services
4. Conversion of debentures
5. Conversion of loan
6. Other items

(m) Particulars of agreement

(n) Valuation Report

Bonus Shares:

(a) Date of allotment

(b)Number of bonus shares

(c) Nominal amount per share

(d) Amount to be treated as paid up per share

(e) Date of passing special resolution

(f) SRN of form MGT – 14

Private Placement:

(a) Category to whom allotment is being made

(b)Declaration that in respect of preferential allotment or private placement the company has to give:

1. allotted relevant securities to less than two hundred persons in aggregate in a financial year excluding exempted categories;
2. not allotted securities with an application size of less than twenty thousand per person;
3. offered such securities through private placement offer letter and no prospectus or any other public advertisement has been issued for the same;
4. completed allotment in respect of earlier private placement offers;
5. received money payable on subscription of such securities through cheque or demand draft or other banking channels but not in cash;
6. made such offers only to the persons whose names were recorded by the company prior to such invitation and such persons have received such offer by name;
7. Maintained a complete record of such offers and acceptances in Form No. PAS-5.

Capital structure of the company after taking in to consideration the above allotment(s)

(a) Number of equity shares

(b)Nominal amount per equity share

(c) Total amount of equity share

(d) Number of preference share

(e) Nominal value of preference share

(f) Total amount of preference shares

(g) Unclassified shares

(h) Total amount of unclassified shares

(i) Total

Debt Structure:

(a) debentures

(b)Secured Loan

(c) Others