Mediation and Conciliation Panel: Section 442

The Mediation and Conciliation Panel is a standing panel of experts the Central Government maintains under section 442 of the Companies Act, 2013, so that a company law dispute already before the Central Government, the Tribunal or the Appellate Tribunal can be sent out to a mediator without leaving the proceeding. This page covers who sits on it, the two routes a matter reaches it by, the three month disposal clock, and what a party can do with a recommendation it dislikes. It is not investment advice.

Who sits on the Mediation and Conciliation Panel?

Section 442(1) does not name the experts or fix their number. It requires the Central Government to maintain a panel of experts to be called as the Mediation and Conciliation Panel, consisting of such number of experts having such qualifications as may be prescribed. Both the size of the panel and the qualifications for sitting on it are left to the rules.

The purpose clause in the same sub-section is the part that limits the panel's reach. It exists for mediation between the parties during the pendency of any proceedings before the Central Government or the Tribunal or the Appellate Tribunal under this Act. A dispute with no live proceeding before one of those three forums has nothing to be referred from.

The two routes a matter reaches the panel by

Under sub-section (2) the party applies to the forum in such form along with such fees as may be prescribed, asking for the matter pertaining to those proceedings to be referred. The forum then shall appoint one or more experts from the panel referred to in sub-section (1). The word is shall, so the appointment follows the reference rather than being a second discretion.

Sub-section (3) is the route that does not need a party to move at all. The forum before which any proceeding is pending may, suo motu, refer any matter pertaining to that proceeding to as many experts from the panel as it deems fit.

Section 442(4) leaves the fee and other terms and conditions of experts of the panel to be prescribed. The Act fixes neither.

The three month clock, and what happens at the end of it

Section 442(5) does three things in one sentence. The panel shall follow such procedure as may be prescribed, shall dispose of the matter referred to it within a period of three months from the date of such reference, and shall forward its recommendations to the Central Government or the Tribunal or the Appellate Tribunal, as the case may be.

The word the sub-section uses is recommendations, not award or order. That matters for what comes next.

Section 442(6) gives the exit: a party aggrieved by the panel's recommendation may file objections to the Central Government or the Tribunal or the Appellate Tribunal, as the case may be. The referring forum keeps the decision; the panel's work reaches it as material to act on.

A note on the source text. The India Code consolidation prints the opening words of sub-section (6) as "Any party aggreived by the recommendation", with the spelling of aggrieved transposed. That is a slip in the published text rather than a different word, and this page does not quote the word itself for that reason.

Where section 442 sits among the enforcement provisions

Section 442 is one of two routes in the Act that end a company law dispute somewhere other than a contested final order. They are worth seeing next to each other, because they attach at different points.

• Mediation under section 442 attaches to a pending proceeding before the Central Government, the Tribunal or the Appellate Tribunal, and produces a recommendation.
• Compounding under section 441 attaches to an offence, other than one punishable with imprisonment only, or punishable with imprisonment and also with fine, and ends or forestalls the prosecution on payment of a compounded sum, section 441(1) allowing it either before or after the institution of any prosecution. That exclusion is the current test: the words were substituted by Act 1 of 2018, section 90, with effect from 9 February 2018, for "with fine only". The amending Act is reached through an "ibid." in the footnote, and the footnote itself is printed as a second "3." on a page whose in-text marker is 4, a numbering slip in the published text; the Act named two footnotes above it is Act 1 of 2018.

Neither is a starting point. A class action under section 245 and an oppression and mismanagement petition are the two member driven petitions that most often supply the pending proceeding a section 442 reference is made from.

What an outside reader can actually see

Almost none of a section 442 mediation is public while it runs. The panel is maintained by the Central Government, the reference is made inside a proceeding, and the recommendation goes back to the referring forum rather than to a register. What does surface, for a listed company, is the underlying proceeding: the Tribunal petition, the order that disposes of it, and any material event disclosure the company makes about the dispute while it is live.

So the Mediation and Conciliation Panel is best read as a procedural fact about how a company law proceeding may be resolved, not as a filing to track. The filings to track are the ones the proceeding itself generates.

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.