Return of allotment to registrar

As soon as a company makes an allotment of shares as a result of public or any private issue, the company (both public and private limited) shall file a return with the ROC within 30 days of allotment in the following manner:

The return shall contain the number and nominal value of shares allotted for cash, the amount paid and the name, address and occupation of the allotters.


Issue of shares

The return shall be in form 2.

When shares are allotted for consideration other than cash, the contract duly stamped and verified as prescribed for print use or for services should be produced to the registrar for inspection. When bonus shares and allotted, the number and nominal value of the shares, the name, address and occupation of the allottees and copy of the resolution.

When shares are allotted, the number and nominal value of the shares, the name, address and occupation of the allottees. The one person company is not possible to elect your return shares.

When shares are allotted at a discount, copy of the resolution passed at the general meeting and copy of the order of the central government sanctioning with their details.

In respect of the allotment at (iii) above, if the contact is not yet entered, the company shall file with the registrar the prescribed particulars as in form 3 duly stamped as if the contract in writing has been entered into.

The registrar on being satisfied with the reasons of the company for its inability to file the return within 30 days, may extend the period as he thinks fit.

Penalty for conservation

In case of contravention of the proviso to clause (a) of sub-section (1), that is in the allotment of shares for cash, every officer and every promoter of the company who is guilty of the contravention shall be punishable with fine up to Rs.50, 000.

  • Allotment of forfeited shares
  • Allotment of forfeited shares does not need the return of allotment to be filed with the registrar.
  • Allotment of debentures
  • The section does not apply to allotment of debentures.
  • Allotment of debentures
  • Similar procedure for allotment and issue of certificates in respect of debentures may also be followed.
  • Limitation of time for issue of certificates
  • Pursuant to section 113, every company shall within three months of debentures, shares, provide certificates. The certificate after registration of transfer, shall be delivered within two months.

Issue of debenture certificates

The central government may, on an application from the company, grant extension of time upto a further nine months for issue of the certificates. The application for extension should be moved three months. As per the amendment made by the CLB will hence worth be exercised by the central government. But no rules have been notified for the exercise of this power by the central government. Till the said rules are notified, CLB continues to exercise the power.

Issue of share certificates

  • Issue of share certificates shall be in conformance with the companies (issue of share certificates) rules, 1960. These rules are applicable both to public and private limited company and it is not applicable for public limited company.
  • Strength of committee under above rules
  • Where the board appoints a committee of directors under the above rules to issue share certificates in various circumstances.

Prior approval by board / committee

Issue of share certificates after allotment of shares can be made only by:

The statement passed by the board / committee and

Surrender to the company of the letter of allotment if any issued or of the fractional coupons if any issued the case of bonus shares. If the share letter is lost, the holder shall provide such assurance as may be required to the company registration. Share certificates can also be issued straightway without issue of allotment letters.

Stamping and signing of share certificates

The certificates are signing at the place of execution with company registration office. Share capital need not be given in the share certificates. If the Registrar of Companies (ROC) is in Coimbatore, then the share certificates must be taken by the registrar. All share certificate shall be provided with their company and one director must be a managing or whole time director. There is no branches in Salem and Madurai.

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