26 October 2026 · Updated 26 October 2026
By Avil Rakshith Salins, Practising Company Secretary
Form PAS-3: return of allotment
In short
After allotting shares, a company files Form PAS-3 within 30 days. For a private placement, the deadline is 15 days. The penalty for a late private placement return is ₹1,000 a day, up to ₹25 lakh.
Time limit by type of issue
| Type of allotment | Return due | Penalty for default |
|---|---|---|
| Rights issue, bonus issue, ESOP and other allotments (section 39(4), rule 12) | Within 30 days of allotment | ₹1,000 a day or ₹1 lakh, whichever is less, on the company and each officer in default (section 39(5)) |
| Private placement (section 42(8), rule 14(6)) | Within 15 days of allotment | ₹1,000 a day, up to ₹25 lakh, on the company, its promoters and directors (section 42(9)) |
Private placement: three more rules
- Application money must be kept in a separate bank account with a scheduled bank (section 42(6)).
- Shares must be allotted within 60 days of receiving the money. Otherwise the money is refunded within the next 15 days, with interest at 12% a year from the 60th day.
- An offer made in breach of section 42 can attract a penalty of up to the amount raised or ₹2 crore, whichever is lower, plus a refund within 30 days (section 42(10)).
Rights issue offer period
The offer stays open for at least 15 days and at most 30 days (section 62(1)(a)). Rule 12A now allows a minimum of 7 days. A private company can also shorten the period if 90% of its members agree in writing or electronically, provided it is not in default in filing its financial statements or annual returns.
What is attached
- A list of allottees, mandatory for private companies.
- For a private placement, the private placement declaration.
- The valuation report and any contract for shares issued for non-cash consideration, where relevant.
- The MGT-14 reference for the special resolution, which the form requires once 30 days have passed since that resolution, and for a bonus issue.
Frequently asked questions
Sources
General information on the law as on 26 October 2026, not advice on any particular matter. Check the current MCA form and instruction kit before filing.