Form MBP-4 is the statutory register that connects director-interest disclosures and related-party transactions with the company’s permanent compliance record. It is easy to confuse it with Form MBP-1, but the two documents do different jobs. MBP-1 is a director’s disclosure of interests; MBP-4 is the company’s register of the interests, contracts and arrangements that the law requires it to record.
The legal base is Section 189 of the Companies Act, 2013, read with Rule 16 and Form MBP-4 in the Companies (Meetings of Board and its Powers) Rules, 2014. For a company secretary or finance-and-compliance team, the practical task is to decide what belongs in the register, make the entry at the right time, get the register placed before the Board, and keep it available for inspection and the AGM.
MBP-4 is not a duplicate of MBP-1
A director’s interest disclosure under Section 184 and Form MBP-1 is an input into the compliance process. MBP-4 is the company’s record that follows from those disclosures and from covered contracts or arrangements.
Section 189(1) requires one or more registers containing particulars of contracts or arrangements to which Section 184(2) or Section 188 applies. Rule 16 goes further and prescribes Form MBP-4 for recording specified entities in which directors have concern or interest under Section 184(1), as well as covered contracts and related-party arrangements.
This distinction matters because collecting an annual MBP-1 does not, by itself, update MBP-4 for every later transaction. When a covered contract arises, the company still has to test the transaction, complete any required approvals and disclosures, and make the register entry.
The form has two different record-keeping functions
Form MBP-4 separates the register into two practical buckets.
- Contract and arrangement records: these cover contracts or arrangements in which a director is concerned or interested under Section 184(2), and related-party transactions to which Section 188 applies.
- Director-interest records: the form also captures companies, bodies corporate, firms and other associations in which a director has the concern or interest referred to in Section 184(1). Rule 16 provides a limited exclusion for a company or body corporate where the director, together with any other director, holds two per cent or less of its paid-up share capital.
The transaction side of the form is therefore different from a simple list of related parties. The register should be capable of showing the actual contract or arrangement, the interested director, the nature of the concern or relationship, the principal terms and conditions, approval details and other prescribed particulars. The statutory form itself should be used as the field-by-field checklist rather than recreating a shortened internal version that omits prescribed information.
When an entry has to be made
Rule 16 requires entries to be made at once whenever a cause to make an entry arises, in chronological order. The entry is to be authenticated by the company secretary or another person authorised by the Board for that purpose.
That makes MBP-4 an event-driven register, not a year-end register. A good process updates it when the relevant interest changes or when a covered contract or arrangement is entered into, instead of waiting for annual filing season.
Section 189(2) adds another trigger. Every director or key managerial personnel must, within 30 days of appointment or relinquishment of office, disclose the particulars specified in Section 184(1) relating to concerns or interests in other associations that are required to be included in the register, together with any other prescribed information.
The ₹5 lakh carve-out is narrower than it first appears
Section 189(5)(a) says that the register requirement in Section 189(1) does not apply to a contract or arrangement for the sale, purchase or supply of goods, materials or services where the value of the goods or materials, or the cost of the services, does not exceed ₹5 lakh in aggregate in a year.
Two limits are easy to miss. First, the language is confined to goods, materials and services; it is not a general ₹5 lakh exemption for every kind of transaction. Second, the carve-out is from Section 189(1). It should not be treated as an automatic exemption from the underlying Section 188 related-party transaction rules or from a separate Section 184 disclosure requirement where those provisions apply.
Section 189(5)(b) separately excludes a contract or arrangement by a banking company for collection of bills in the ordinary course of its business from the Section 189(1) register requirement.
The register goes back to the Board after the entry
After the relevant particulars are entered, Section 189(1) requires the register to be placed before the next meeting of the Board and signed by all directors present at that meeting. This step should be built into the post-meeting and statutory-register calendar rather than handled informally.
The company’s Board meeting records and follow-up compliance should therefore line up with MBP-4. The agenda, disclosure of interest, approval or noting, minutes, contract file and register entry should tell the same factual story.
For example, assume the company appoints a consulting firm in which one of its directors is a partner. The company should not stop after recording the director’s MBP-1. It should separately test Section 184(2), determine whether Section 188 applies, obtain the required approvals, enter the prescribed contract details in MBP-4 at once, authenticate the entry, and place the register before the next Board meeting for signatures.
Where MBP-4 is kept and how long it is preserved
Rule 16 requires the register to be kept at the company’s registered office and preserved permanently. It is kept in the custody of the company secretary or another person authorised by the Board.
This permanent-retention rule is important when older related-party or director-interest records are requested during due diligence, secretarial audit, litigation or a regulatory review. Replacing old volumes with a current-year spreadsheet can destroy the historical trail the register is meant to preserve.
Inspection, extracts and AGM access
Section 189(3) requires the register to be open for inspection at the registered office during business hours. A member may take extracts and request copies in the prescribed manner.
Rule 16 requires a requested extract to be furnished to a member within seven days. The fee may be specified in the company’s articles, but it cannot exceed ₹10 per page.
Section 189(4) creates a separate AGM obligation. The register must be produced at the commencement of every annual general meeting and remain open and accessible throughout the meeting to every person who has the right to attend.
A workable MBP-4 control for secretarial teams
- Maintain a live interest map. Use current director and KMP disclosures to identify entities and relationships that may belong in MBP-4.
- Screen transactions before approval. For each proposed connected-party transaction, test Section 184(2) and Section 188 separately rather than assuming one analysis covers the other.
- Check whether the Section 189(5) exception actually fits. Apply the ₹5 lakh test only to the categories named in the section and do not use it as a blanket related-party exemption.
- Enter prescribed particulars immediately. Use the statutory MBP-4 fields, keep entries chronological and obtain the required authentication.
- Place the updated register before the next Board meeting. Obtain signatures of all directors present and keep the Board record consistent with the register.
- Preserve the register permanently at the registered office. Keep custody formally assigned and maintain older records as part of the permanent trail.
- Be ready for access requests. Build a process for member inspection, seven-day extract requests and production of the register at the AGM.
Section 189 is mainly a record-integrity rule. Its purpose is not satisfied by having an MBP-4 file somewhere in the company’s records. The register has to be complete, updated when the triggering event occurs, connected to the underlying Board and transaction records, preserved permanently and made available in the situations the Act and rules specify. Section 189(6) also makes a director who fails to comply with the section and its rules liable to a penalty of ₹25,000, which is another reason to treat MBP-4 as an active governance record rather than an annual secretarial formality.
