A private-placement allotment must be reported in PAS-3 within 15 days of allotment. Other allotment routes run their own clocks under the general allotment provisions. Filing on the wrong route's deadline is a default even when the form is otherwise complete under the Companies Act, 2013, Sections 39(4) and 42(8).
Two routes, two clocks
The single distinction that decides this filing: was the allotment made on a private-placement basis, or through another route such as a rights issue? Private placements report within 15 days of allotment under Section 42(8) of the Companies Act, 2013. General allotments follow the return-of-allotment rule in Section 39(4) of the same Act, with the detailed mechanics in the prospectus and allotment rules.
Companies miss the 15-day clock for three predictable reasons. They treat every PAS-3 as a 30-day filing. They count from the Board resolution date instead of the allotment date. Or they discover the distinction only when the portal's additional fee appears under the Companies Act, 2013, Sections 42(8) and 403.
The allotment date is the legal event: the date on which the Board allots the securities, recorded in the minutes. Resolution dates, money-receipt dates and certificate-issue dates are all different events with different consequences under the Companies Act, 2013, Section 42.
Check your position first
Enter these inputs before counting days under the Companies Act, 2013, Sections 39(4) and 42(8).
Note: the table above is read with the Companies Act, 2013, Sections 39(4), 42 and 62 as the governing provisions for allotment, placement and issue authority.
Classify the route before anything else
Route classification is a facts-and-documents exercise, not a label the company chooses after the event. A placement with identified offerees, serialised PAS-4 letters and a PAS-5 record is a private placement whatever the Board minutes call it; a proportionate offer to existing holders with renunciation mechanics is a rights issue under the Companies Act, 2013, Sections 42 and 62(1)(a).
Where the paperwork is mixed — PAS-4 letters issued but shares offered proportionately — resolve the contradiction before filing. The return must state the route truthfully, and a misclassified return compounds the original confusion under the Companies Act, 2013, Sections 42 and 62.
Do it in order
- Fix the allotment date from the Board minutes recording the allotment — not the resolution authorising the issue, not the money receipt — under the Companies Act, 2013, Section 42.
- Classify the route from the offer documents: identified-person placement versus rights or other route, since the clock depends on it under the Companies Act, 2013, Sections 42 and 62.
- Validate the allottee list against the identification record, pricing and valuation evidence, and residency facts for any parallel reporting under the Companies Act, 2013, Section 42.
- Confirm consideration and approvals: money through the banking channel, valuation where required, and the resolution chain complete before the return under the Companies Act, 2013, Sections 42 and 62.
- File PAS-3 within the route's clock — 15 days for private placements — with the allottee list, consideration details and attachments prescribed for the route.
- Reconcile the registers: member register, share capital and Board minutes must agree with the filed return, since the next filing in the sequence tests consistency under the Companies Act, 2013, Sections 88 and 92.
Worked example: 10 June private placement versus 10 June rights allotment
Take two companies, each allotting on 10 June 2026. Company A allots 5,000 shares on a private-placement basis to 8 identified investors at ₹1,010 per share (₹10 face + ₹1,000 premium), raising ₹50,50,000. Company B allots 5,000 shares on a rights basis to existing holders at the same price under the Companies Act, 2013, Sections 42 and 62.
Note: the 15-day computation above applies Section 42(8) of the Companies Act, 2013 to the admitted allotment date; the general-route 30-day clock follows Section 39(4) of the same Act with PAS-3 filed under Rule 12 of the PAS Rules, 2014.
Company A filing on 5 July — inside a presumed 30 days — is already 10 days late. The error is invisible until the additional fee or a later scrutiny connects the allotment date to the filing date under the Companies Act, 2013, Sections 42(8) and 403.
Allottee residence adds a parallel clock
Where any allottee is non-resident, the Companies Act filing is only half the job. An Indian company issuing equity instruments to a person resident outside India, where the issue is reckoned as foreign direct investment, must report it in Form FC-GPR not later than thirty days from the date of issue, under the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (FEMA 395/2019-RB), Regulation 4(1).
Diary both clocks from the same allotment date and prepare both evidence packs together: the valuation and KYC that support PAS-3 largely overlap with what the foreign-investment filing needs. One allotment, two filings, each on its own clock under the Companies Act, 2013, Section 42.
If you miss it
A private-placement return default makes the company, its promoters and directors liable to a penalty of one thousand rupees for each day of default, capped at twenty-five lakh rupees (Companies Act, 2013, s.42(9)). A general-route return default makes the company and its officer in default liable to one thousand rupees for each day of default or one lakh rupees, whichever is less (Companies Act, 2013, s.39(5)). Delayed forms additionally draw additional fees, which are procedural and separate, under Section 403 of the same Act.
FAQ
Is PAS-3 due in 15 or 30 days?
Fifteen days for private-placement allotments from the allotment date. Other routes follow the general allotment-return clock — classify first under the Companies Act, 2013, Sections 39(4) and 42(8).
Allotment date or resolution date?
The allotment date in the Board minutes recording the allotment. The resolution authorising the issue is an earlier, different event under the Companies Act, 2013, Section 42.
We filed PAS-4. Does that extend PAS-3?
No. PAS-4 is the offer letter; PAS-3 is the allotment return. One does not substitute for or extend the other under the Companies Act, 2013, Section 42.
What if an allottee is non-resident?
File PAS-3 on the Companies Act clock (Companies Act, 2013, Section 42(8) for private placements) and, where the issue is reckoned as foreign direct investment, Form FC-GPR within thirty days from the date of issue under FEMA 395/2019-RB, Regulation 4(1), keeping the valuation and KYC consistent across both.
We allotted months ago and never filed. File now or fix first?
File now with true dates and true facts — delay only lengthens the default period. Then quantify the exposure under the applicable default provision separately, rather than letting the unfiled return sit while you research consequences under the Companies Act, 2013, Sections 42 and 403.
Does the additional fee cure the default?
It completes the late filing; the default period already run is tested separately under the applicable default provision and Section 403 of the Companies Act, 2013.
Sources
- Companies Act, 2013, Sections 39(4), 39(5), 42(8) and 42(9) (allotment return; general-route default at Rs.1,000/day or Rs.1 lakh; placement clock; placement-return default at Rs.1,000/day up to Rs.25 lakh)
- Companies Act, 2013, Sections 62, 88, 92 and 403 (issue authority; registers; additional fees)
- PAS Rules, 2014, Rules 12 and 14 (30-day PAS-3 with allottee list and fee; serialised PAS-4 offers with PAS-5 record)
- Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (FEMA 395/2019-RB), Regulation 4(1) (FC-GPR within thirty days of issue)
- The company's Board minutes, offer records, allottee list, banking evidence and SRNs
What to send for a review
Send your allotment date with the Board minutes, the issue route with offer documents, the allottee list with residence facts, and the consideration evidence. The review returns your route-specific PAS-3 attachment and deadline pack.
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