Company struck off under Companies Act, 2013

[Raam Srinivasan Swaminathan Kalpathi]

A private limited company's name was struck off u/s. 248 by an application made by the company as Annual Returns and Financial Statements were not filed since 2006-07. Thereafter a shareholder with around 50% equity applied to NCLT for restoration of the name. NCLT had passed favourable orders for the same.

My query is the formats of the audit reports have over the years been dynamic and constantly changing. I will be issuing the audit report in September 2026 for the years commencing from 2006-07. Should I adopt the formats for the respective years or should the format be as it is on date? Thanks

[Sanjeev Agarwal]

Summary

For a company whose name was struck off and subsequently restored by NCLT, the audit report format should generally be determined year-wise, based on the law and auditing/reporting requirements applicable to the financial year under audit-not merely by the date in September 2026 when the report is signed.

Accordingly:

• FY 2006-07 to FY 2013-14: Apply the Companies Act, 1956 framework and the auditing/reporting requirements applicable to those respective years.

• FY 2014-15 onwards: Apply the Companies Act, 2013 and the applicable requirements for each respective year.

• Similarly, CARO, IFC reporting, KAM, SA 700/705/706 revisions and other reporting requirements should be applied according to their respective effective dates and applicability, rather than retrospectively using the 2026 format.

• The transition from the 1956 Act to the 2013 Act is particularly important. ICAI/MCA clarification supports the position that financial statements and auditor's reports relating to years commencing before 1 April 2014 continue under the 1956 Act framework even if the report is issued subsequently.

• NCLT restoration under section 252(3) seeks, as nearly as possible, to place the company in the position it would have occupied had its name not been struck off. Restoration therefore does not turn the historical financial years into FY 2026.

• However, because the audit engagement is being performed now, current professional/ethical requirements concerning independence, acceptance, documentation, evidence, etc. must also be considered. This should not be confused with applying current-year statutory reporting requirements retrospectively.

Practical recommendation: Prepare a year-wise applicability matrix before signing-covering Companies Act, applicable SA version, CARO, IFC, KAM, Schedule VI/Schedule III and Accounting Standards/Ind AS.

The operative portion of the NCLT restoration order should be examined first, because it may specify exactly which financial years and filings are required to be regularised.

Conclusion: Strong position: use the respective historical reporting framework for each financial year, with the reports signed in September 2026, rather than applying the September 2026 audit-report format to all historical years.

AI Summary

Historical audit reporting requirements govern restored companies' overdue financial statements, while current professional standards govern engagement conduct.
Audit reports for overdue financial years of a company restored after strike-off should follow the reporting framework applicable to each year under audit, rather than the format prevailing when reports are signed. Financial years up to 2013-14 should follow the Companies Act, 1956 framework, while later years should follow the Companies Act, 2013 framework. CARO, internal financial controls reporting, key audit matters, auditing standards, financial-statement presentation rules and accounting standards should apply according to their effective dates. Current professional and ethical requirements remain relevant to the engagement.