Form-66 for Submission of Compliance Certificate with ROC

The Companies Act, 1956 had provided certain mandatory annual forms to be filed by the companies with the Registrar of Companies (ROC). One such form was the submission of the compliance certificate, i.e. form-66. However, after introducing the Companies Act, 2013, the companies registered under the Companies Act, 1956 had to follow the provisions of the Companies Act, 2013 and thus had to file the secretarial audit report and not form-66.

Applicability of Form-66

The Companies Act, 1956 provided that the companies which did not require to appoint a whole-time company secretary and had a share capital of more than Rs.10 lakh were required to file an annual compliance certificate, i.e. form-66 with the Registrar of Companies (ROC). 

A compliance certificate as per the format provided in the Companies (Compliance Certificate) Rules, 2001 prepared and signed by a whole-time practising company secretary must be uploaded mandatorily with form-66. The compliance certificate shows whether the company has complied with the provisions of the Companies Act, 1956.

Particulars of Form-66

The following must be stated in form-66:

• The authorised capital of the company
• CIN of the company
• Name, address and email of the company
• Financial year to which the compliance certificate relates
• Details of Annual General Meeting (AGM)
• Verification by the director, managing director, manager or secretary of the company along with the Director Identification Number (DIN) of the director or membership number of the secretary

Attachments with Form-66

• Compliance certificate as per Rule 3 of the Companies (Compliance Certificate) Rules, 2001
• Optional attachments, if any

Due Date to File Form-66

The companies must file form-66 with the ROC within 30 days from the date of the AGM.

Compliance Certificate Under the Companies Act, 2013

After introducing the Companies Act, 2013, the companies registered under the Companies Act, 1956 need not file form-66. However, certain companies must file secretarial audit reports in place of compliance reports.

Under the Companies Act, 2013, all listed companies and the following companies must file the secretarial audit report, which has to be submitted to the ROC with the Board Report in form-MR.3:

• A public company having a paid-up capital of above Rs.50 crores 
• A public company having a turnover of above Rs.250 crore

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