Register of contracts or arrangements in which directors are interested

Section 189 requires a register of contracts and arrangements to which s.184(2) or s.188 applies, kept in Form MBP-4 and placed before the next board meeting after each entry.

What goes in it

• Date of the contract and the parties
• Nature of the interest and the director concerned
• Principal terms
• Date of board and, where needed, shareholder approval

Mistakes that come up

• A director's MBP-1 disclosure filed in the minutes but the contract never entered in MBP-4

Keeping it electronically

Section 120 allows records to be kept in electronic form in the manner the rules prescribe. Rule 27(1) of the Companies (Management and Administration) Rules, 2014 speaks of listed companies and companies with 1,000 or more shareholders, debenture holders and other security holders; for a smaller company, whether Keel holds the register itself or a sealed copy kept beside it is for the company and its company secretary to decide. Rule 28 sets the conditions for electronic records, among them protection against unauthorised alteration, a dated backup at least once a day, records that can be reproduced in readable form, and systems that can "discern invalid and altered records" (rule 28(2)(e)); under it the board names who is responsible, where backups are kept and who has access.

How it is kept on Keel

Each entry is sealed with a fingerprint chained to the one before it, and a correction is a new entry that points at the one it corrects, so the register shows its own history. Your firm keeps preparing it in the tool it uses today; Keel imports the export. See a sealed register of members.