Private Placement & Preferential Allotment
Section 42 and Section 62(1)(c) issues with PAS-4, PAS-5 and valuation
- 1PlanInstrument, price and investor list confirmed.
- 2ApprovalsBoard and special resolution; MGT-14 filed.
- 3OfferPAS-4 issued; PAS-5 maintained; funds received.
- 4AllotmentShares allotted; PAS-3 and FC-GPR filed.
Share your details. We’ll reply on WhatsApp with the next steps and a checklist.
Pick a plan — the fee is adjusted if you hire us within 30 days.
About Private Placement & Preferential Allotment
A clear overview, in simple terms — what it is, why it matters, and how we handle it.
A preferential allotment under Section 62(1)(c) issues shares to selected persons, and in a private company is usually made through the private placement process under Section 42: a special resolution, a valuation by a registered valuer, a private placement offer letter (PAS-4), a record of offers (PAS-5), money in a separate bank account and a return of allotment (PAS-3) within 15 days.
This is the route most startups use for angel and VC rounds and for allotments to strategic investors. The offer can be made to at most 200 persons in a financial year (excluding qualified institutional buyers and employees under ESOP).
The special resolution is filed with the ROC in MGT-14 within 30 days. The price must be supported by a registered valuer's report, and for non-resident investors also by a FEMA-compliant valuation.
Because these documents are scrutinised in later rounds, we build a clean file for each round — resolutions, valuation, PAS-4 with its annexures, PAS-5 and proof of funds.
| Approval | Special resolution; MGT-14 within 30 days |
|---|---|
| Valuation | Registered valuer (Rule 13); FEMA valuation for non-residents |
| Offer documents | PAS-4 offer letter and PAS-5 record of offers |
| Investor limit | Up to 200 persons per financial year (excluding QIBs and ESOP) |
| Return of allotment | PAS-3 within 15 days |
Work that the law requires a IBBI Registered Valuer to sign or represent is delivered through Indus Tax's partner professionals; our team prepares the records, coordinates the filing and stays your single point of contact.
Who this is for
Common scenarios where this service is a good fit.
- Startups closing angel, seed or VC rounds
- Companies issuing shares or CCPS to strategic investors
- Promoters infusing capital at a premium
What you get
Clear deliverables so you know exactly what's included.
- Resolutions and explanatory statement
- Registered valuer coordination
- PAS-4, PAS-5 and PAS-3
- MGT-14 and FC-GPR filings
- Updated cap table and registers
Expert review before every submission — not just data entry.
Working notes and reconciliations you can rely on in future notices.
Resident Indians, NRIs, expats and cross-border businesses — all served.
Documents required
A practical checklist. We'll tell you if anything else is needed based on your case.
* This is a base checklist. After a quick pre-check, we may ask for additional items specific to your case.
Process
A simple, trackable workflow — designed to avoid back-and-forth.
Instrument, price and investor list confirmed.
Board and special resolution; MGT-14 filed.
PAS-4 issued; PAS-5 maintained; funds received.
Shares allotted; PAS-3 and FC-GPR filed.
Get a quote
We share a clear quote on WhatsApp after a quick checklist pre-check.
- Fixed quote on WhatsApp after a short look at your facts and documents.
- Work that legally needs a IBBI Registered Valuer is signed by a partner professional; we coordinate it end to end.
- Government fees, if any, are paid at actuals and shown separately.
| Factor | DIY | Indus Tax |
|---|---|---|
| Expert review | ❌ | ✅ |
| Notice risk reduction | ❌ | ✅ |
| Deduction optimisation | ❌ | ✅ |
| Audit-ready records | ❌ | ✅ |
| AIS/26AS reconciliation | ❌ | ✅ |
Share your facts and deadline. We'll reply with the right checklist and a clear quote.
Fee adjusted against our service fee if you go ahead within 30 days.
- Priority CA Call-backSkip the queue — a CA calls you within 30 minutes.₹255
- RecommendedCA Consultation (30 min)Talk one matter through properly with a CA.₹755
- In-depth CA Review (60 min)Documents reviewed before the call, written action plan after.₹1,155
Call-backs run Mon–Sat, 9 AM–6 PM IST. Booked outside these hours? We call you first thing the next working morning.
Compare the 3 plansFrequently asked questions
Answers to the most common questions we get.
Official sources
Indus Tax is a private professional services firm and is not affiliated with any government authority. Rules and fees change — we confirm current positions before filing.
