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Now 5 returns to be filed for allotment of shares!

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)

26 April 2014

Now even if a private company issues shares to someone on private placement basis, it has to file 5 returns with ROC as under:

1. MGT.14 with special resolution u/s 42/62
2. MGT.14 Board resolution for issue of shares
3. Copy of letter of offer within 30 days of circulation
4. MG.14 with Board resolution for allotment
5. PAS.3 - return of allotment with copy of CA certificate for valuation

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5 Replies

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 28 April 2014

Agree sir...the new act has resulted in increased cost of filing to the company...

Ekta (Practicing CS) (423 Points)
Replied 28 April 2014

Sir, If the resolution for allotment of shares passed in BM dated 26th March, 2014, then I have to file only return of allotment in new form? m i right or wrong sir??

Milind Shah (CS) (25 Points)
Replied 14 January 2015

Sir, I would like to know if the directors loan is converted into equity shares , we have to follow the above procedure ?

The Members of the company are acting as Directors, so I have to file a special resolution?

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 15 January 2015

1) One small correction please - MGT.14 is not required for allotment of shares. Hence only 4 returns are required to be filed.

2) Fresh equity can be issued either u/s 62(1)(a) on rights basis or u/s 62(1)(c) on private placement basis. If you follow rights issue route, only 2 returns are required to be filed and it is a simpler one. If you follow private placement route, 4 returns are required to be followed and you have to open separate bank account for the same.

Hence you can refund loan amount to director and accept fresh share application money from him under any of the above two routes.

prabhaaas (Company Secretary and Cost Accountant) (116 Points)
Replied 20 January 2015

A Private limited company wants to allot shares to its existing shareholders who are the directors and who are the promoters. The paid up share capital after allotment is also within the authorised capital limits.

What are the forms to be filed ?