Time limit for share allotment -FEMA & Companies act, 2013

As per FDI Regulations read with FEMA, the share must be allotted against share application money received from non-resident within 180 days of its receipt.

As per section 42(6) of the Companies Act, 2013, the Time limit for share allotment is as follows: 

Whereas, as per section 42(6) of the Companies Act, 2013, if Company has received any amount received for the purpose of allotment of shares on a private placement basis then the Time limit for share allotment must be within 60 days of receiving the share application money for the same otherwise Company shall refund the whole money within 15 days.

Further, as per Rules 2(c)(vii) of Companies (Acceptance of Deposits) Rules, 2014, any amount that has been received for the purpose of subscription of shares and shares is not allotted within the Time limit for share allotment that is 60 days of its receipt then same shall be refunded within 15 days from the expiry of 60 days otherwise same shall be treated as Deposits. On the contrary, sub-clause (ii) of same Rules 2(c) of Companies (Acceptance of Deposits) Rules, 2014, states that amount received from foreign Body Corporate or citizens in compliance of FEMA, shall not be treated as Deposits.

So, in the absence of any overriding provisions between the Companies Act, 2013 and FEMA, the stricter provisions of the Companies Act shall prevail and consequently, the amount received from non-residents as share application money must be allotted within the Time limit for share allotment is 60 days.