Share Allotment Reflected Incorrectly in MCA Data: PAS Filing, Register and Cap-Table Reconciliation
By Ravi Sisodia · Reviewed by CA Divyanshu Sengar · Updated 5 October 2026
2-minute summary
- When MCA allotment data, the statutory register and the cap table disagree, do not choose the most convenient number. Rebuild the transaction from board/shareholder approvals, subscription documents, bank receipts, PAS-3, list of allottees and the register of members.
- Section 39(4) requires a return of allotment and PAS-3 is the current filing vehicle for relevant allotments. The MCA instruction kit also specifies allottee data and filing controls, so a wrong filing can affect both legal record and future cap-table diligence.
- Separate three questions: what was legally allotted, what was actually paid/issued, and what was filed with MCA. The repair path depends on which layer is wrong and whether an approved form requires a formal correction/ROC process.
Current position
Control and evidence map
| # | Control / evidence requirement | |
|---|---|---|
| 1 | Freeze the transaction pack: board/shareholder approvals, offer/subscription documents, bank receipts and allotment date. | |
| 2 | Compare PAS-3 fields and allottee attachment with the register of members, share certificates/demat credits and internal cap table. | |
| 3 | Reconcile security type, number, nominal value, premium, consideration and allottee identity. | |
| 4 | Identify whether the error sits in internal records, the filed PAS-3, or only a portal display layer. | |
| 5 | Document the chosen corrective route and preserve ROC/MCA correspondence so due diligence can see the original error and repair trail. | |
Worked example
The board allotted 10,000 shares, the register of members and bank receipts support 10,000, but PAS-3 shows 1,000 because of a data-entry error. The company should preserve the complete allotment evidence and seek the legally appropriate correction route rather than altering the cap table to match the wrong filing.
Common mistakes
- Changing the internal cap table to agree with an erroneous ROC filing.
- Ignoring allottee-level data and reconciling only the total share count.
- Assuming an MCA master-data view is the full legal record without checking PAS-3 and registers.
- Re-filing a new allotment to 'offset' a historical data error without legal analysis.
Frequently asked questions
What is PAS-3?
It is the MCA return/intimation of allotment form used under sections 39(4) and 42(9) and the applicable rules.
Which record controls: cap table or PAS-3?
Both must reflect the underlying lawful allotment. If they differ, reconstruct the primary transaction and correct the erroneous layer.
Should bank proof be part of the file?
Yes where the allotment consideration and payment are relevant; it helps connect approval, allottee and consideration.
Official sources
- Ministry of Corporate Affairs - Instruction Kit for Form No. PAS-3 (PAS-3 / sections 39(4), 42(9); current form kit)
- Legislative Department / India Code - Companies Act, 2013 - consolidated text (Act 18 of 2013; current consolidated text)
- Ministry of Corporate Affairs - MCA21 V3 - current stakeholder updates and master-data services (MCA21 V3; current)
Disclaimer
Educational and professional reference only; confirm the current law, rates and the facts of your case before relying on this page.