Companies Act 2013 Section 139
Companies Act 2013 Section 139 governs the appointment of auditors and their tenure in Indian companies.
Companies Act Section 139 deals with the appointment of auditors for companies in India. It sets out the rules for appointing the first auditor and subsequent auditors, ensuring transparency and accountability in financial reporting. This section is crucial for maintaining the integrity of corporate audits and protecting stakeholders' interests.
Understanding Section 139 is essential for directors, shareholders, auditors, and professionals to comply with audit appointment procedures. It helps companies avoid legal pitfalls and ensures that auditors are appointed in accordance with statutory requirements, promoting good corporate governance.
Companies Act Section 139 – Exact Provision
This section clearly outlines the process for appointing auditors at different stages of a company's lifecycle. It ensures that companies have auditors in place promptly after incorporation and establishes the tenure for auditors to maintain consistency and reliability in auditing practices.
First auditor appointed by Board within 30 days of registration.
If Board fails, members appoint auditor within 90 days.
First auditor holds office till first AGM conclusion.
Subsequent auditors appointed at AGM for a term up to five years.
Right of reappointment for auditors after term completion.
Explanation of Companies Act Section 139
Section 139 specifies the appointment process and tenure of auditors in companies.
Applies to all companies registered under the Act.
Directors initially appoint the first auditor.
If directors fail, shareholders appoint auditor in EGM.
Auditor’s term is fixed: first auditor till first AGM; thereafter up to five years.
Ensures continuity and accountability in auditing.
Prohibits companies from operating without an auditor.
Purpose and Rationale of Companies Act Section 139
This section strengthens corporate governance by ensuring timely and proper appointment of auditors. It protects shareholders and stakeholders by mandating independent financial scrutiny.
Ensures transparency in financial reporting.
Protects investors’ interests through reliable audits.
Prevents delays or lapses in auditor appointment.
Maintains audit quality via fixed tenure.
When Companies Act Section 139 Applies
Section 139 applies from company incorporation and throughout its lifecycle.
First auditor appointed within 30 days of registration.
If Board fails, members act within 90 days.
Subsequent appointments at annual general meetings.
Applies to all companies regardless of size or type.
Exceptions for certain government companies as per rules.
Legal Effect of Companies Act Section 139
This section creates a mandatory duty for companies to appoint auditors timely. It restricts companies from operating without auditors and requires compliance with tenure rules.
Non-compliance can lead to penalties and affect the validity of financial statements. The section interacts with MCA rules on auditor eligibility and rotation.
Creates binding appointment duties.
Ensures auditor tenure and reappointment rights.
Penalties for failure to appoint or comply.
Nature of Compliance or Obligation under Companies Act Section 139
Compliance with Section 139 is mandatory and ongoing. The company’s Board and shareholders share responsibility for auditor appointment.
This obligation impacts internal governance by enforcing audit oversight and financial accountability.
Mandatory appointment within prescribed timelines.
Ongoing compliance at each AGM.
Responsibility lies with Board initially, then members.
Supports internal control and transparency.
Stage of Corporate Action Where Section Applies
Section 139 applies at multiple corporate stages.
Incorporation stage – first auditor appointment.
Board meeting – initial appointment by directors.
Extraordinary general meeting – if Board fails.
Annual general meeting – subsequent auditor appointments.
Ongoing compliance for auditor tenure and reappointment.
Penalties and Consequences under Companies Act Section 139
Failure to comply with Section 139 can attract monetary fines and other penalties. Persistent non-compliance may lead to imprisonment of officers responsible.
Disqualification of auditors or directors is possible, along with additional fees or remedial orders by authorities.
Monetary fines on company and officers.
Possible imprisonment for defaulting officers.
Disqualification of auditors for misconduct.
Additional compliance directions from MCA.
Example of Companies Act Section 139 in Practical Use
Company X was incorporated on 1 January 2026. The Board appointed Auditor A within 30 days as per Section 139. Auditor A audited the first financial year and held office until the first AGM. At the AGM, shareholders appointed Auditor B for a five-year term. This ensured compliance and smooth audit processes.
Timely auditor appointment avoids penalties.
Shareholder involvement ensures transparency.
Historical Background of Companies Act Section 139
Section 139 replaced earlier provisions under the Companies Act, 1956 to improve audit appointment clarity. It introduced fixed auditor tenure and clearer appointment procedures.
Shifted from discretionary appointments to fixed terms.
Enhanced shareholder role in auditor selection.
Aligned with global corporate governance trends.
Modern Relevance of Companies Act Section 139
In 2026, Section 139 remains vital for digital compliance and audit transparency. MCA’s e-governance facilitates timely filings and auditor disclosures.
Supports digital filing of auditor appointments.
Enhances governance through fixed auditor terms.
Ensures audit quality amid evolving compliance standards.
Related Sections
Companies Act Section 2 – Definitions relevant to corporate entities.
Companies Act Section 140 – Removal, resignation of auditors.
Companies Act Section 143 – Powers and duties of auditors.
Companies Act Section 147 – Punishment for contravention.
IPC Section 447 – Punishment for fraud.
SEBI Act Section 11 – Regulatory oversight for listed companies.
Case References under Companies Act Section 139
- Rajesh Jhaveri Stock Brokers Pvt. Ltd. v. SEBI (2003) 4 SCC 285
– Emphasized auditor appointment and regulatory compliance importance.
- Gujarat NRE Coke Ltd. v. SEBI (2014) 1 SCC 338
– Highlighted auditor’s role in corporate governance.
Key Facts Summary for Companies Act Section 139
Section: 139
Title: Appointment of Auditors
Category: Governance, Compliance, Audit
Applies To: All companies registered under the Act
Compliance Nature: Mandatory, ongoing at incorporation and AGMs
Penalties: Monetary fines, imprisonment, disqualification
Related Filings: Auditor appointment with MCA portal
Conclusion on Companies Act Section 139
Section 139 is a cornerstone provision ensuring that companies appoint auditors promptly and maintain audit continuity. It balances the roles of directors and shareholders in auditor selection, promoting transparency and accountability in financial reporting.
Compliance with this section safeguards companies from legal risks and enhances stakeholder confidence. As corporate governance evolves, Section 139 remains critical for upholding audit integrity and supporting India’s robust corporate regulatory framework.
FAQs on Companies Act Section 139
Who appoints the first auditor of a company?
The Board of Directors must appoint the first auditor within 30 days of company registration. If they fail, members appoint the auditor within 90 days at an extraordinary general meeting.
What is the tenure of an auditor under Section 139?
The first auditor holds office until the first annual general meeting. Subsequent auditors are appointed for a term of up to five years, with the right to be reappointed.
Can an auditor be removed before the completion of their term?
Yes, but removal must follow procedures under Section 140, including shareholder approval and filing with the Registrar of Companies.
What happens if a company fails to appoint an auditor as per Section 139?
Non-appointment can lead to monetary penalties on the company and officers, possible imprisonment, and invalidation of financial statements.
Does Section 139 apply to all types of companies?
Yes, Section 139 applies to all companies registered under the Companies Act, 2013, with some exceptions for government companies as per specific rules.