Over subscription & Pro-rate Allotment – Complete guide

When applications received exceed shares offered — three treatments and the pro-rate mechanism.

What is Over subscription?

Over subscription occurs when the number of shares applied for is more than the number of shares offered. SEBI requires minimum 90% subscription for an issue to proceed; excess applications must be dealt with in one of three ways:

  • Reject excess applications & refund — entire money refunded for rejected.
  • Pro-rata allotment — proportional allotment to all applicants; excess application money adjusted towards allotment (and any further excess towards calls); balance refunded.
  • Combination — some applications rejected, others allotted pro-rata.

How Pro-rate works

If 1,20,000 shares are applied for and 1,00,000 are offered, ratio = 6 : 5. For every 6 shares applied, the applicant gets 5. Excess application money on the 1 share unallotted is adjusted towards allotment due (not refunded immediately).

Companies Act, Sec. 39 — minimum subscription must be received within 30 days; otherwise the entire application money is refunded.

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