Register of Contracts: Section 189 Explained

The register of contracts required by section 189 of the Companies Act, 2013 is where a company writes down every contract or arrangement in which one of its directors has an interest. It is the record behind the disclosure duty in section 184 and the approval regime in section 188, and unlike most statutory registers it has to be signed by the directors themselves.

What goes in the register of contracts?

Section 189(1) requires every company to keep one or more registers giving separately the particulars of all contracts or arrangements to which section 184(2) or section 188 applies, in such manner and containing such particulars as may be prescribed.

Rule 16(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, as originally notified, prescribes Form MBP 4 and sets out three categories of entry:

Clause (a) carries a de-minimis proviso: particulars of a company or body corporate in which a director, together with any other director, holds two per cent or less of the paid-up share capital, need not be entered.

Rule 16(2) says entries shall be made at once, whenever there is cause to make an entry, in chronological order, and shall be authenticated by the company secretary or by any other person authorised by the Board. Rule 16(3) requires the register to be kept at the registered office, preserved permanently, and kept in the custody of the company secretary or that authorised person.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Meetings of Board and its Powers) Rules, 2014 that thc.nic.in serves, and it is a notification text rather than a consolidation. Its body is the principal notification, G.S.R. 240(E) dated 31 March 2014, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), and made under sections 173, 175, 177, 178, 179, 184 to 189 and 191 read with section 469 of the Act. Bundled after it is a separate, later notification, G.S.R. 811(E) dated 3 November 2025, the Companies (Meetings of Board and its Powers) Amendment Rules, 2025, which substitutes sub-rule (2) of rule 11 and nothing else. The footer note on that 2025 notification records the principal rules as last amended by G.S.R. 409(E) dated 15 June 2021. So the rule text in the body is the 2014 text as originally notified, the amendments made between 2014 and June 2021 are not incorporated in it, and a rule quoted from it is not by itself evidence of the rule in force today. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

Who signs the register, and when?

This is the part of section 189(1) that separates it from an ordinary statutory register. After the particulars are entered, the register shall be placed before the next meeting of the Board and signed by all the directors present at the meeting.

So the register is not a compliance file that a secretary maintains alone. It becomes an item at the next board meeting, and every director in the room signs it. Meetings of the Board under section 173 covers the meetings that obligation attaches to, and the minimum of four a year is therefore also the minimum frequency at which the register reaches the board.

Section 189(2) adds a personal disclosure with its own clock. Every director or key managerial personnel shall, within thirty days of his appointment or of relinquishing his office, disclose to the company the particulars specified in section 184(1) relating to his concern or interest in other associations that are required to be included in the register under that sub-section, or such other information relating to himself as may be prescribed. Key managerial personnel under section 203 covers who is caught by the second limb, and disclosure of interest by a director covers the section 184 duty the particulars come from.

Which contracts are left out?

Section 189(5) disapplies section 189(1) to two things:

1. a contract or arrangement for the sale, purchase or supply of any goods, materials or services where the value of the goods and materials, or the cost of the services, does not exceed five lakh rupees in the aggregate in any year; and
2. a contract or arrangement by a banking company for the collection of bills in the ordinary course of its business.

Read the threshold carefully: it is in the aggregate in any year, not per contract. A series of small supply arrangements with the same interested party is measured together.

The carve-out is from section 189(1) only. It does not touch the disclosure duty in section 184 or the approval requirements in section 188, so a contract can fall outside the register and still need both. What is a related party transaction covers the section 188 regime, and omnibus approval for related party transactions covers the audit committee route.

Who can see the register of contracts?

Section 189(3) and section 189(4) give members two separate rights.

Inspection at the registered office. Under section 189(3) the register is kept at the registered office and shall be open for inspection during business hours. Extracts may be taken from it, and copies shall be furnished to any member of the company to such extent, in such manner, and on payment of such fees as may be prescribed. Rule 16(4), as originally notified, sets that out: extracts shall be provided within seven days of the request, on payment of a fee specified in the articles, not exceeding ten rupees per page.

Production at the annual general meeting. Under section 189(4) the register shall also be produced at the commencement of every annual general meeting and shall remain open and accessible during the continuance of the meeting to any person having the right to attend the meeting. That is drafted more widely than section 189(3), which gives inspection and copies to members: section 189(4) extends access to whoever has the right to attend, without limiting them to members.

Section 189(6) puts the penalty on the individual: every director who fails to comply with the section and the rules made under it is liable to a penalty of twenty-five thousand rupees.

Why the register matters to someone reading filings

The register of contracts is not itself a filed document, and that is the point worth being clear about. It is a company-level record, inspectable at the registered office and producible at the annual general meeting. What reaches the public record is the downstream disclosure: related party transactions in the financial statements and, for a listed company, the half-yearly related party transaction disclosures to the exchanges. How to check related party transactions of a listed company covers those. Section 189 explains why the underlying data exists in the first place.

Where this sits in the disclosure picture

• Disclosure of interest by a director covers the section 184 duty whose particulars populate the register.
• What is a related party transaction covers section 188, the other trigger for an entry.
• How to check related party transactions covers the filings a reader can actually get at.
• Meetings of the Board under section 173 covers the meeting the register must be placed before.
• Key managerial personnel under section 203 covers the second group section 189(2) binds.
• Omnibus approval for related party transactions covers the audit committee approval that sits alongside the register.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.