Section 442 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 442 requires the Central Government to maintain a panel of experts, called the Mediation and Conciliation Panel, for mediation between parties while a proceeding is pending before the Central Government, the Tribunal or the Appellate Tribunal under the Act. A party can ask for a reference, or the authority can refer the matter on its own, and the panel must dispose of the matter within three months.
The Central Government maintains a panel of experts, with the number and qualifications as prescribed. Any party can apply at any time during the proceedings for a reference to the panel, in the prescribed form with the prescribed fees. The Central Government, Tribunal or Appellate Tribunal can also refer a matter on its own motion. The panel follows the prescribed procedure and must dispose of the matter within three months from the reference and forward its recommendations. A party aggrieved by the recommendation may file objections.
Section 442 at a glance
| Sub-section | What it says |
|---|---|
| (1) | The Central Government maintains a panel of experts, the Mediation and Conciliation Panel, with prescribed number and qualifications, for mediation during the pendency of proceedings before the Central Government, Tribunal or Appellate Tribunal under the Act |
| (2) | Any party may apply at any time during the proceedings, in the prescribed form with prescribed fees, for referral to the panel; one or more experts are then appointed from the panel |
| (3) | The authority may refer a matter suo motu |
| (4) | Fee and terms of the experts are as prescribed |
| (5) | The panel follows the prescribed procedure, disposes of the matter within three months from the reference and forwards its recommendations |
| (6) | A party aggrieved by the recommendation may file objections |
Where section 442 applies
The panel is for mediation "during the pendency of any proceedings before the Central Government or the Tribunal or the Appellate Tribunal under this Act". So there has to be a live proceeding under the Companies Act. It is not a stand-alone forum that a party can approach without a pending proceeding.
The sort of dispute that suits mediation is one where the parties have a continuing relationship, such as a disagreement between shareholders in a closely held company, or among directors, where a negotiated exit or governance change may serve both sides better than a contested order. For the general picture, see mediation and conciliation under the Companies Act.
If you want a view on whether mediation suits your dispute, our legal dispute resolution team can help you weigh that against pressing on with the case.
Section 442(1): the panel
The Central Government "shall maintain a panel of experts". The number of experts and their qualifications are as prescribed. The Act does not name them. Check the current rules for the panel's composition and qualifications, and for how to find the experts.
Section 442(2) and (3): how a matter gets referred
There are two routes.
| Route | Who starts it | Key words in the text |
|---|---|---|
| Party application | Any of the parties | "at any time during the proceedings"; in such form along with such fees as may be prescribed |
| Own motion | The Central Government, Tribunal or Appellate Tribunal | "suo motu" refer any matter to "such number of experts ... as ... deems fit" |
On a party's application, the authority "shall appoint one or more experts from the panel". On a suo motu reference, the authority decides the number of experts. The text of sub-section (2) says the authority shall appoint, which is stronger than "may". Even so, read the rules for any further steps.
Example. Two promoter groups in a private company are before the Tribunal on a petition. After the first few hearings, both sides say they would consider a buy-out. One applies under section 442(2) for referral to the panel. The Tribunal appoints an expert. The expert meets the parties and, within three months from the reference, forwards recommendations to the Tribunal.
Section 442(4) and (5): fees, procedure and the three-month limit
- Fees and terms of the experts are as prescribed (sub-section (4)).
- The panel follows such procedure as may be prescribed and must dispose of the matter within a period of three months from the date of such reference. It then forwards its recommendations to the Central Government, Tribunal or Appellate Tribunal, as the case may be (sub-section (5)).
Note the word "recommendations". The text says the panel forwards recommendations. It does not say those recommendations bind the parties or the Tribunal. Whatever comes of the recommendation, it is for the authority before which the proceeding is pending to take the next step.
Section 442(6): objections
"Any party aggrieved by the recommendation of the Mediation and Conciliation Panel may file objections to the Central Government or the Tribunal or the Appellate Tribunal, as the case may be." The text does not fix a time for filing objections, so check the prescribed procedure. Objections go to the authority that referred the matter, not back to the panel.
Section 442 beside other dispute routes
| Route | Nature |
|---|---|
| Section 442 panel | Mediation during a pending proceeding; recommendations; objections possible |
| Tribunal hearing | Adjudication with orders under section 420 |
| Appeal | Section 421 to NCLAT; section 423 to the Supreme Court on a question of law |
Mediation does not replace adjudication. It runs alongside it. See section 420: orders of the Tribunal for what an order can contain. If a settlement is reached, consider how it will be recorded: an order made with the consent of parties cannot be appealed under section 421(2). See section 421.
Practical checklist
- Check that a proceeding under the Act is pending. That is the trigger.
- If you want mediation, apply in the prescribed form with the fee. Check the current rules.
- Prepare your position and your limits before the session.
- Diarise three months from the date of the reference.
- If you disagree with the recommendation, file objections before the authority, and check the prescribed procedure for timing.
Proposed change (Corporate Laws (Amendment) Bill, 2026)
We found no clause in the Corporate Laws (Amendment) Bill, 2026 that amends section 442. The Bill was introduced in Lok Sabha on 23 March 2026 and sent to a Joint Parliamentary Committee, whose report came on 3 August 2026. It is pending and not law as on 30 September 2026.
Need help with a dispute that may settle?
Mediation is most useful when you know your position and the strength of your case before you sit down. Our legal dispute resolution team can help you prepare for mediation and, if needed, continue before the Tribunal.
Key takeaways
- The Central Government maintains the panel; number and qualifications are prescribed.
- It applies only during a pending proceeding under the Act.
- A party can apply at any time; the authority can also refer suo motu.
- The panel must dispose of the matter within three months from the reference.
- It forwards recommendations; an aggrieved party may file objections.
Read next
- Legal representation and limitation: sections 432 and 433
- Company prosecutors and appeal against acquittal: sections 443 to 445
- Mediation and conciliation under the Companies Act
- Appeal to the NCLAT: section 421
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.