Companies Act · source-checked form guide
PAS-5: maintain the person-by-person private-placement offer record
The company maintains the prescribed private-placement offer record, including approval, offer amount, circulation date and each named person’s particulars. It is a maintained statutory record under current Rule 14(4), not a fresh annual return or a public invitation.
Which version and who acts?
Current maintenance duty under Rule 14(4); original prescribed record fields retained, with the amended legal cross-reference. No actual register execution occurs.
Company and its genuinely designated recordkeeper, using actual controlled offer and approval records.
Prescribed Gazette PAS-5 reproduced physical pp 1–2, printed pp 53–54: company/office/CIN, approval, amount, circulation and named-person identity/contact/recordkeeper initials; 2018 amendment updates the legal cross-reference to Rule 14(4).
Completed field illustration
Fictional example — not for filing. Same exact fictional private-placement offer as PAS-4:10,000₹10 equity shares at₹15 to Dev Learning; ₹1,50,000 offer; Board 1 September 2026, members 30 September, required resolution filing assumed 5 October, person identified 1 October and controlled letterPP-01 circulated 10 October. No other offeree in this example.
| Prescribed field / block | Completed fictional entry |
|---|---|
| Company / registered office / CIN | Aurelia Demonstration Private Limited (fictional); fictional Delhi office; SYNTHETIC-CIN-01; deliberately not a valid CIN. |
| Approval date | Board 01/09/2026 and members 30/09/2026; actual relevant resolution filing assumed 05/10/2026 before circulation. |
| Amount of offer | ₹1,50,000 for 10,000 equity shares at₹15; the amount is the offer, not proof that money was received. |
| Date of circulation | 10/10/2026; controlled offer-cum-application PP-01; Dev’s actual recorded identification date assumed 01/10/2026. |
| Person row: name / father / address | Dev Learning; father Om Learning; fictional complete Delhi teaching address. No actual shareholder or personal address published. |
| Person row: contact | dev@example.invalid; deliberately invalid phone marker. Real contact details must come from genuine investor records. |
| Recordkeeper initials | Actual designated officer’s initials required in a real maintained record; no initials/signature executed in this model. |
| Operational cross-check, not an added prescribed field | Current-year offeree count 1 for this equity kind; link actual PAS-4, own-bank subscription and later allotment/PAS-3 separately. Not signed. No DSC, certification, SRN, filing or approval has occurred. |
The named fields illustrate this scenario. The official reference contains the additional applicable fields, schedules, attachments and declarations. Synthetic identifiers are not valid input for a live filing. No signature, certification, authority action or successful filing is represented.
Check the dates, amounts and legal branch
- 10,000×₹15=₹1,50,000; identification to circulation 9 days. The offer record and applicant letter must use the same actual person, amount and dates.
- Current Rule 14(4) requires maintenance. The former pre 2018 separate 30-day offer/record filing condition must not be reintroduced merely because an old form footer cites the former sub-rule.
- Maintain complete offeree records even where a named person does not subscribe. A register limited to successful allottees would not establish the actual per-year offer ceiling.
Prepare, submit and retain the evidence
- Record actual approval and identified-person evidence before issuing the controlled letter, and verify the genuine resolution filing.
- Maintain each circulated-offer row with accurate identity/contact details and real recordkeeper authentication; reconcile offer amount and circulation date to PAS-4.
- Track subscription, allotment/refund and PAS-3 separately, preserve all records and test the actual security-kind/FY person count including unsuccessful offers.
Download the right reference and sample
Official prescribed referenceFilled sample: fictional field illustrationThe reference preserves the complete official source document. Use the physical PDF page locators above to find this form; adjacent forms and amendment provisions may share a page. The sample is a static educational model, not an MCA utility, statutory approval or executed filing.
Primary authorities and exact locators
- Prescribed Gazette PAS-5 reproduced physical pp 1–2, printed pp 53–54: company/office/CIN, approval, amount, circulation and named-person identity/contact/recordkeeper initials; 2018 amendment updates the legal cross-reference to Rule 14(4).
- Companies Act, 2013: the sections expressly identified in the form and explanatory workflow; source copy, read with the specific later rules linked here.
- Current Rule14(3)–(4),(6),(8), actual offer maintenance and later allotment filing; current source overrides obsolete footer mechanics.
- Consolidated official ICSI-linked Gazette reproduction, final page:2018 PAS-5 legal reference changed to see Rule14(4); original record fields were not replaced.
Questions readers ask
What does this PDF complete?
It illustrates the named prescribed fields with fictional facts. The real statutory document must include every applicable field and annexure, supported by actual records and authorised verification.
Does downloading the sample create a filing or approval?
No. Follow the specific preparation and submission steps above. The actual portal acknowledgement, authority decision or signed professional report is separate evidence.