CIRCULARSEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131

July 31, 2023

To,
All Recognized Stock Exchanges (including Commodity Derivatives)
All Clearing Corporations
All Depositories
All Stock Brokers
All Depository Participants
All Listed Companies
All SEBI Registered Intermediaries / All SEBI Regulated Entities
Sir / Madam,
Subject: Online Resolution of Disputes in the Indian Securities Market
1.

After extensive public consultations and in furtherance of the interests of investors andconsequent to the gazette notification (dated July 3, 2023) of the SEBI (Alternative
Dispute Resolution Mechanism) (Amendment) Regulations, 2023 the existing dispute
resolution mechanism in the Indian securities market is being streamlined under theaegis of Stock Exchanges and Depositories (collectively referred to as Market
Infrastructure Institutions (MIIs)),1 by expanding their scope and by establishing acommon Online Dispute Resolution Portal (“ODR Portal”) which harnesses online
conciliation and online arbitration for resolution of disputes arising in the Indian Securities
Market.

Investors and Listed Companies/Specified Intermediaries/Regulated entities under theambit of ODR
2.

Disputes between Investors/Clients and listed companies (including their registrar andshare transfer agents) or any of the specified intermediaries / regulated entities insecurities market (as specified in Schedule A) arising out of latter’s activities in the

1 presently excluding Clearing Corporations and its constituents

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securities market, will be resolved in accordance with this circular and by harnessing
online conciliation and/or online arbitration as specified in this circular. Listed companies/ specified intermediaries / regulated entities OR their clients/investors (or holders on
account of nominations or transmission being given effect to) may also refer any
unresolved issue of any service requests / service related complaints 2 for due resolution
by harnessing online conciliation and/or online arbitration as specified in this circular.
3.

Disputes between institutional or corporate clients and specified intermediaries /regulated entities in securities market as specified in Schedule B can be resolved, at theoption of the institutional or corporate clients:
a. in accordance with this circular and by harnessing online conciliation and/or online
arbitration as specified in this circular; OR
b. by harnessing any independent institutional mediation, conciliation and/or online
arbitration institution in India.
For existing and continuing contractual arrangements between institutional or
corporate clients and specified intermediaries / regulated entities in the securities
market as specified in Schedule B, such option should be exercised within a periodof six months, failing which option as specified in (a) above will be deemed to havebeen exercised. For all new contractual arrangements, such choice should be
exercised at the time of entering into such arrangements.

4.

Disputes between MII and its constituents which are contractual in nature shall be
included in the framework at a future date as may be specified3 while expressly excluding
disputes/appeals/reviews/challenges pertaining to the regulatory, enforcement role androles of similar nature played by MIIs.

Introduction of the common Online Dispute Resolution Portal
5.

The MIIs shall, in consultation with their empaneled ODR Institutions, establish andoperate a common Online Dispute Resolution Portal (“ODR Portal”). The MIIs will makejoint efforts to develop and operationalize the ODR Platform. For the purposes of
implementation of this circular, the MIIs shall enter into an agreement amongst

2 Service related complaints shall include non-receipt/ delay of account statement, non-receipt/ delay of bills,

closure of account/branch, technological issues, shifting/closure of branch without intimation, improper service
by staff, freezing of account, alleged debit in trading account, contact person not available, demat accounttransferred without permission etc.
3 As and when the same is made operational, in order to avoid conflict of interest, in case of a complaint/disputeinvolving a MII or its holding or subsidiary or associate company, the same will not be allocated to that MII andthe ODR Institution empaneled by such MII or to the direct competitor of such MII and the ODR Institution
empaneled by such MII: such dispute will be directed to another MII and the ODR Institution empaneled by it. For
instance, any dispute against NSE shall be allocated to CDSL and in case of a dispute in relation to BSE, thesame be allocated to NSDL and vice versa.

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themselves, which will, inter alia, outline the nature of their responsibilities, the cost ofdevelopment, operating, upgradation, maintenance (including security of data ofinvestors and intermediaries as specified by the Board from time to time) and forinspection and/or audit of the ODR Platform. The Board may, from time to time,
undertake inspection in order to ensure proper functioning of ODR Portal and MIIs shallprovide complete cooperation to the Board in this regard.
It is clarified that MIIs which are initially excluded from the round robin system (asdescribed below) are not required to incur any costs for development and maintenanceof the ODR Portal during the period of such exclusion.
6.

Each MIIs will identify and empanel one or more independent ODR Institutions which arecapable of undertaking time-bound online conciliation and/or online arbitration (inaccordance with the Arbitration and Conciliation Act, 1996 and any other applicable laws)that harness online/audio-video technologies and have duly qualified conciliators andarbitrators. The norms for empanelment of ODR Institutions are specified in Schedule Cof this circular as also the continuing obligations of the ODR Institutions. The ODR Portal
shall have due connectivity with each such ODR Institution as is required for undertaking
the role and activities envisaged in this circular. Such ODR Portal shall establish due
connectivity with the SEBI SCORES portal / SEBI Intermediary portal.

7.

All the MIIs shall participate on the ODR Portal and provide investors/clients and listedcompanies (including their registrar and share transfer agents) and the specified
intermediaries / regulated entities in the securities market access to the ODR Portal for
resolution of disputes between an investor/client and listed companies (including theirregistrar and share transfer agents) and the specified intermediaries / regulated entities
in the securities market, through time bound online conciliation and/or online arbitration.

8.

All listed companies / specified intermediaries / regulated entities in the securities market(collectively referred to as “Market Participant/s”) shall enroll on the ODR Portal within
the timelines as specified at paragraphs 46 and 47 of this circular. The enrollment
process shall also include executing electronic terms/agreements with MIIs and the ODRInstitutions. Facility to register Market Participants into the ODR Portal by utilising thecredentials used for SEBI SCORES portal / SEBI Intermediary portal may be also
provided.

9.

All market participants and MIIs are advised to display a link to the ODR Portal on thehome page of their websites and mobile apps.

10.

The modalities of the ODR Portal along with the relevant operational guidelines andinstructions may be specified by the Board from time to time.

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Initiation of the dispute resolution process11.

An investor/client shall first take up his/her/their grievance with the Market Participant by
lodging a complaint directly with the concerned Market Participant. If the grievance is not
redressed satisfactorily, the investor/client may, in accordance with the SCORES
guidelines, escalate the same through the SCORES Portal in accordance with theprocess laid out therein. After exhausting all available options for resolution of thegrievance, if the investor/client is still not satisfied with the outcome, he/she/they can
initiate dispute resolution through the ODR Portal.

12.

Alternatively, the investor/client can initiate dispute resolution through the ODR Portal if
the grievance lodged with the concerned Market Participant was not satisfactorily
resolved or at any stage of the subsequent escalations mentioned in the paragraph 11
above (prior to or at the end of such escalation/s). The concerned Market Participant may
also initiate dispute resolution through the ODR Portal after having given due notice of atleast 15 calendar days to the investor/client for resolution of the dispute which has notbeen satisfactorily resolved between them.

13.

The dispute resolution through the ODR Portal can be initiated when thecomplaint/dispute is not under consideration in terms of the paragraph 11 above or
SCOREs guidelines as applicable or not pending before any arbitral process, court,
tribunal or consumer forum or are non-arbitrable in terms of Indian law.

14.

The dispute resolution through the ODR Portal can be initiated when within the applicablelaw of limitation (reckoned from the date when the issue arose/occurred that has resulted
in the complaint/date of the last transaction or the date of disputed transaction, whicheveris later).

ODR Portal and allocation system
15.

The ODR Portal shall have the necessary features and facilities to, inter alia, enrol theinvestor/client and the Market Participant, and to file the complaint/dispute and to upload
any documents or papers pertaining thereto. It shall also have a facility to provide status
updates on the complaint/dispute which would be obtained from the ODR Institutions.
The features and facilities shall be periodically reviewed and upgraded by the MIIs as
well as new features and facilities added from time to time as required by the Board. TheODR Portal shall be subject to inspection and/or audit for, inter alia, verifying theadherence to these norms and applicable SEBI regulations, circulars and advisories.

16.

A complaint/dispute initiated through the ODR Portal will be referred to an ODR Institution
empaneled by a MII and the allocation system on a market-wide basis will be a roundrobin system to govern the allocation of each such dispute among all such empaneled
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ODR Institution/s subject that for an initial period (as specified by the Board):
a. complaints/disputes arising with a specific trading member for an exchangetransaction or a listed company, shall be referred to the ODR Institution/s empaneledby the relevant Stock Exchange4, and disputes arising with a specific depository
participant, shall be referred to the ODR institution/s empaneled by the relevant
DepositoryIf the MII has empaneled more than one ODR Institution, then at such level
as well, a round robin system will govern allocation of references among them .
b. Further, Stock Exchanges operating only commodities segment, the ODR Institution/s

empaneled by such Stock Exchange is/are excluded from the market-wide roundrobin system. Other conditions in (a) above will continue to apply to such Stock
Exchanges and ODR Institution/s.
c. Further, references to ODR Institutions shall be made after a review of suchcomplaint/dispute by the relevant MII with the aim of amicable resolution and which
review shall be concluded within 21 calendar days (or such other period that theBoard may specify).
Conciliation
17. The ODR Institution that receives the reference of the complaint/dispute shall appoint asole independent and neutral conciliator from its panel of conciliators. Such conciliatorshall have relevant qualifications or expertise (please refer to Schedule D), and should
not be connected with or linked to any disputing party. MIIs shall ensure that appropriate
measures are put in place by regarding appointment of conciliators by the ODRInstitutions.
18. Such conciliator shall conduct one or more meeting/s for the disputing parties to reachan amicable and consensual resolution within 21 calendar days (unless extended for a
maximum period of 10 calendar days by consent of the disputing parties to be recordedin writing/electronically) from the date of appointment of conciliator by the ODRInstitution, which shall do so within 5 days of receipt of reference of the complaint/disputeby the ODR Institution. Apart from attempting to actively facilitate consensual resolutionof the complaint/dispute, the conciliator may consider advising the Market Participant torender required service in case of service-related complaints/disputes and/or consider
issuance of findings on admissibility of the complaint/dispute or otherwise in case of traderelated complaints/dispute (as the case may be).
19. If the process of conciliation is successful, the same shall be concluded by a duly
executed settlement agreement between the disputing parties. Such an agreement shall
4 For instances where the dispute pertains to an intermediary linked to more than one Stock Exchange/ Depository(or a company listed on more than Stock Exchange) then the Stock Exchange/ Depository with which thecomplaint was escalated becomes the relevant Stock Exchange/ Depository, otherwise it shall be subject to roundrobin

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be executed and stamped through an online mode, as permissible in law. When suchagreement requires the Market Participant to pay the admissible claim value to theinvestor/client, the MII shall monitor the due payment/adherence to the terms of thesettlement agreement until due receipt by the investor/client and/or performance of therequired terms of settlement agreement.
20.

In case the matter is not resolved through the conciliation process within the 21 calendar
days (or within the extended period of 10 calendar days, extended by consent of the
disputing parties):a. the conciliator should ascertain the admissible claim value of the complaint/disputethat the conciliator determines is payable to the investor/client and notify the disputing
parties as well as the ODR Institution and the MII of the same. Such determination
should also be made in all claims/complaints/disputes where the monetary value has
not been ascribed by the person initiating the dispute;b. An investor/client may pursue online arbitration (which will be administered by theODR Institution which also facilitated the conduct of conciliation) on or after theconclusion of a conciliation process when the matter has not been resolved throughsuch process, subject to payment of fees as applicable for online arbitration;c. In case the Market Participant wishes to pursue online arbitration (which will beadministered by the ODR Institution which facilitated the conduct of conciliation), thenthe Market Participant must deposit 75% of the admissible claim value with therelevant MII prior to initiation of the online arbitration and make the payment of fees
as applicable for online arbitration. In case the Market Participant fails to deposit theamount then they may not initiate online arbitration and they may also faceconsequences as determined necessary or appropriate by the Stock Exchange andcould also be liable to be declared as not ‘Fit and Proper’ in terms of the SEBI
(Intermediaries) Regulations, 2008 and would be, inter-alia, liable to have theirregistration cancelled or their business activities suspended. A listed company thatfails to deposit the amount may also face consequences as determined necessary or
appropriate by the Stock Exchange. On an application made by the investor/client inthis behalf to the relevant MII, the MII may, from the deposit received, release suchamount to the investor/client not exceeding Rs 5,00,000/- (Rupees Five lakhs) or such
sum as may be specified from time to time. On or before release of the said amountto the investor/client, the MII shall obtain appropriate undertaking/ indemnity / security
in such form, manner and substance from the investor/client to ensure return of theamount so released, in case the arbitration proceedings are decided against theinvestor/client. If the arbitration proceeding is decided against the investor/client,subject to the terms of the arbitral award, such investor/client should return thereleased amounts. If the investor/client fails to return the amount released, then theinvestor/client (based on PAN of the investor/client) shall not be allowed to trade on
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any of the Stock Exchanges or participate in the Indian Securities Market till such timethe investor/client returns the amount to the Market Participant. Further, the securities
lying in the demat account(s) or the mutual fund holdings of the investor/client shallbe frozen till such time as the investor/client returns the amount to the Market
Participant. If security had been obtained, the same could be enforced/realised andadjusted towards the amount required to be returned. In the event, the arbitration
proceeding is decided in favour of the investor/client, subject to the terms of thearbitral award, the MII shall release the balance deposit held by it (as deposited by
the Market Participant) to the investor/client. The MII shall also monitor the duecompliance by the Market Participant with the terms of the arbitral award.
Arbitration
21.

When the investor/client and/or the Market Participant pursue online arbitration, the ODRInstitution shall appoint a sole independent and neutral arbitrator from its panel ofarbitrators within 5 calendar days of reference. Such arbitrator shall have relevant
qualifications or expertise (please refer to Schedule D), and should not be connectedwith or linked to any disputing party. In the event that the aggregate of the claim and/or
counter-claim amount exceeds Rs 30,00,000/- (Rupees Thirty Lakhs) or such amount as
the Board may specify from time to time, the matter shall be referred to an Arbitral
Tribunal consisting of three Arbitrators (within 5 calendar days of reference). MIIs shallensure that measures are put in place by regarding appointment of arbitrators by theODR Institutions. In the instance where the parties wish to withdraw from arbitration
before the arbitrator has been appointed then the fees shall be refunded after deducting
the applicable expenses not exceeding Rs 100/- (Rupees One Hundred). However,withdrawal shall not be permitted after appointment of an arbitrator.

22.

Subject to value of claim and/or counter-claim being in excess of Rs 1,00,000/- (Rupees
One Lakh), the Sole Arbitrator or Arbitral Tribunal shall conduct one or more hearing/sand pass the arbitral award within 30 calendar days (or such other period as the Board
may specify) of the appointment in the matter. When the value of claim and/or counterclaim is Rs 1,00,000/- (Rupees One Lakh) or below (or such other sum as the Board may
specify from time to time), the Sole Arbitrator shall conduct a document-only arbitration
process and pass the arbitral award within 30 calendar days (or such other period as theBoard may specify) of the appointment in the matter.5 However, the arbitrator, for reasons
to be recorded in writing/electronically , may grant a hearing to the parties to the dispute.
The Sole Arbitrator or Arbitral Tribunal shall be at liberty to extend such time for disputes
exceeding claims and/or counterclaims of Rs 1,00,000/- (Rupees One Lakh) (or suchother sum as the Board may specify from time to time), upto a further period of 30

5

If parties to the dispute do not provide any representation in the arbitral proceedings, the arbitrator may passan ex-parte order after giving a notice of 7 calendar days to the concerned non-cooperative party(ies).

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calendar days (or such other period as the Board may specify) and for reasons to berecorded in writing/electronically, when the matter requires detailed consideration. The
Sole Arbitrator or Arbitral Tribunal may, having regard to the nature of the claim and/or
counterclaim, provide interim relief as may be required for reasons to be recorded after
affording hearing to the parties to the dispute. The parties may make an application under
the relevant section of the Arbitration and Conciliation Act, 1996 forcorrection/rectification of the award.
23.

Upon the conclusion of the arbitration proceedings and issuance of the arbitral award,
subject to the terms of the arbitral award, when such arbitral award requires payment of
any amount by the Market Participant or performance by it of a certain nature, then suchpayment shall be made by the Market Participant within a period of 15 calendar days
from the date of the arbitral award (unless such award requires payment sooner), and/or
performance within such period as specified by the arbitral award. The MII shall monitor
the due payment/adherence to the terms of the arbitral award until due receipt by theinvestor/client and/or performance of the terms of arbitral award. In the event, the parties
do not comply with the arbitral award, the relevant MII shall inform the Board regarding
such non-compliance on a periodic basis. Furthermore, the relevant MII shall provide
necessary assistance to the investor/client for enforcement of the arbitral award.

24. Upon the issuance/pronouncement of the arbitral award, the party against whom orderhas been passed, will be required to submit its intention to challenge the award under
Section 34 of the Arbitration Act within 7 calendar days. Further, in the course of such achallenge, if a stay is not granted within 3 months from the date of the receipt of award,
complete adherence to the terms of the arbitral award must be done.
25.

If the Market Participant wishes to challenge such an arbitral award, then the Market
Participant must deposit 75% of the amounts payable in terms of the arbitral award withthe relevant MII prior to initiation of the challenge. In case the specified
intermediary/regulated entity fails to deposit the amount then they may also faceconsequences as determined necessary or appropriate by the Stock Exchange and could
also be liable to be declared as not ‘Fit and Proper’ in terms of the SEBI (Intermediaries)
Regulations, 2008 and would be inter-alia, liable to have their registration cancelled or
their business activities suspended. A listed company that fails to deposit the amount
may also face consequences as determined necessary or appropriate by the Stock
Exchange. On an application made by the investor/client in this behalf to the relevant MII,
the MII may, from the deposit received, release such amount to the investor/client notexceeding Rs 5,00,000/- (Rupees five lakhs) or such sum as may be specified from time
to time. On or before release of the said amount to the investor/client, the MII shall obtainappropriate undertaking/ indemnity / security from the investor/client to ensure return of
the amount so released, in case the challenge is decided against the investor/client. If
the challenge is decided against the investor/client, subject to the judgement of the

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appellate forum, such investor/client should return the released amounts. If theinvestor/client fails to return the amount released, then the investor/client (based on PANof the investor/client) shall not be allowed to trade on any of the Stock Exchanges orparticipate in the Indian Securities Market till such time the investor/client returns theamount to the Market Participant. Further, the securities lying in the demat account(s) or
the mutual fund holdings of the investor/client shall be frozen till such time as theinvestor/client returns the amount to the Market Participant. If security had been obtained,
the same could be enforced/realised and adjusted towards the amount required to be
returned. In the event, the challenge is decided in favour of the investor/client, subject tothe terms of the judgement of the appellate forum, the MII shall release the balance
deposit held by it (as deposited by the Market Participant) to the investor/client. The MII
shall also monitor the due compliance by the Market Participant with the terms of thearbitral award/judgement of the appellate forum.
Form of Proceedings
26.

The ODR Institutions shall conduct conciliation and arbitration in the online mode,
enabling online/audio-video participation by the investor/client, the Market Participant
and the conciliator or the arbitrator as the case may be. The investor/client may also
participate in such online conciliation and arbitration by accessing/utilizing the facilities
of Investor Service Centers (ISCs) operated by any of the MIIs.

27.

The venue and seat of the online proceedings shall be deemed to be the place where
the relevant MII has its registered office.

Fees & Charges
28.

The costs of the dispute resolution mechanism on the ODR Portal will be borne in thefollowing manner:a.
There shall be no fees for registration of a complaint/dispute on the ODR Portal.
b.

Fees for conciliation process (irrespective of claim or counter-claim value) will be
as under:Amount in Rupees
Conciliator’s fee (to be collected by ODR Institution
and paid to Conciliator)- for successful conciliation
Rs 4800- for unsuccessful conciliation
Rs 3240ODR Institution’s fees, in addition to the conciliator’s Rs 600
fees (to be collected by ODR Institution)
Applicable GST, Stamp Duty, etc. on actual
outgoings shall be borne by the concerned Market
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Participant
Such fees may be borne by the MIIs and will be recoverable by them from theconcerned Market Participant against whom the complaint/dispute is raised. Suchfees shall be borne directly by the concerned Market Participant if it is initiating the
dispute process. The Market Participant shall not shift the incidence of such fees tothe investor/client at any time.
Unsuccessful Conciliation: In the event the disputing parties are not able to arrive
at a settlement within the stipulated time (or such extended period as agreed to bythem) it shall be said to be unsuccessful conciliation.
Late Fees: Initiation of conciliation process after six months from the date oftransaction/dispute arising will require payment of Rs 1000/- by the initiator of thecomplaint/dispute (whether such initiator be the investor/client or the Market
Participant) and shall be collected by the MIIs and applied as specified by the Board
from time to time.
c.

The fees for the arbitration process will be as under:
Rs 0 –1
lakh *

above
Rs 1
lakh 10 lakh

above
Rs 10
lakh 20 lakh

above
Rs 20
lakh - 30
lakh

above
Rs 30
lakh - 50
lakh

Above Rs
50 lakhArbitrator’sfee (to becollected by
ODRInstitution
and paid to
Arbitrator)

4800

8000

12000

16000

60000**

120000**ODR
Institution’sfees, inaddition tothearbitrator’sfees (to becollected by
ODR

600

1000

1500

2000

7500

15000

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Institution)
Applicable
GST, Stamp
Duty, etc. on
actualoutgoings* This slab will be applicable for service request related disputes also** Fee for panel of arbitrators shall be split into a ratio of 40:30:30 with the higher
proportion being payable to the arbitrator writing the arbitral award
Such fees will be payable at the time of initiation of the arbitration by the initiator(whether the investor/client or the concerned Market Participant), and by the person
against whom the arbitration has been initiated. When the person initiating thearbitration has not specified a claim amount or has specified a lower claim amount,
the admissible claim value as determined by the conciliator shall be reckoned forarriving at the claim value in such arbitration being initiated.
Such fees have to be deposited at the time of choosing to initiate arbitration throughthe ODR Portal within 7 days or such period as specified from time to time. In casethe person against whom the arbitration has been initiated fails to deposit the fee
payable within such period as specified then the person choosing to initiate thearbitration can deposit the fees payable on such person’s behalf and shall berecoverable from such person through the arbitration process.
Subject to the terms of the arbitral award, the person who is successful in thearbitration proceedings shall receive a refund of amounts deposited by such person.
Late Fees: Arbitration initiated after one month of failure of conciliation and upto six
months, the fees payable would be double of the non-refundable fees specified in
the table above. Arbitration initiated after six months by a Market Participant will
require payment of, additional fee of 50% of the fees, specified in the table above
applicable per additional month of delay and which shall be on non-refundablebasis. Such late fees shall be collected by the MIIs and applied in relation tooperationalization and effective functioning of the ODR Platform and for the
purposes as specified by the Board from time to time.
The fees shall be uniform across MIIs, ODR Institutions, conciliators and arbitrators .
29.

All other usage or administrative fees as well as out-of-pocket expenses borne by the
MIIs or the ODR Institutions in the management or operation or use of the ODR Portal
would be subsumed in these fees and would not be separately chargeable.

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Empanelment and Training of the Panel of Conciliator and Arbitrators
30.

All MIIs and the ODR Institutions empaneled by the MIIs shall ensure that:a.
The number of conciliators and arbitrators on the panel of the ODR Institutions iscommensurate to the number of references of complaints/disputes received so thata conciliator / arbitrator / panel of arbitrators handle a reasonable number ofreferences simultaneously and that all references are disposed of within theprescribed time.
b.

The conciliators and arbitrators on the panel of the ODR Institutions should haveundergone training and certification program/s or possess sufficient experience forsuch individual being regarded qualified or expert in online dispute resolution(conciliation or arbitration) and technology, finance, securities law, securities
product or services, etc. to cater to the specific nature of a given complaint/disputearising in the Indian securities market or such programs as specified by the Board
from time to time (including courses provided by National Institute for Securities
Market – NISM). Such training shall be taken on a periodic basis and at least
annually. Initially, all the members of IGRCs or arbitrators who have been at present
approved by the Board shall be eligible to be empaneled by the ODR Institutions.

c.

The conciliators and arbitrators on the panel of the ODR Institutions shall be
evaluated annually. MIIs will require the empaneled ODR Institution to submit anevaluation report to the MII.

d.

Information on conciliators and arbitrators on the panel of the ODR Institutions will
be disseminated on the website of each ODR Institution, including brief profile,qualifications, training and certifications, areas of experience, number ofconciliation/arbitration matters handled, etc.

e.

The mode and manner for an individual to be added to the panel of the ODRInstitutions shall be specified by it, including the required experience and/or training
and certifications.

f.

The conciliator or arbitrators should be neutral and independent in respect of eachand every matter or reference received by them, and not connected with or linked
to any disputing party in any manner whatsoever.

Roles and Responsibilities of MIIs
31.

MIIs shall enter into appropriate agreements with ODR Institutions outlining the role andresponsibilities of each party in adherence to this circular, and also specify mechanism
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for handling and resolution of their inter-se disputes. The MIIs and the ODR Institutions
empaneled by MIIs may also enter into necessary and appropriate contractual
frameworks with the Market Participants, for them and their investors/clients in the Indian
Securities Market, participating on the ODR Portal and in the ODR mechanism as
specified.
32.

All MIIs (and the ODR Institutions empaneled by MIIs as applicable) shall enter into
agreements with financial institutions/Banks for opening accounts and effective receipt,
payment and disbursal of any amount including the fees, payments as required to bemade vide the settlement agreement / arbitral awards or at the time of initiating an
arbitration or challenge to an arbitral award, etc.

33.

MIIs shall ensure that resolution of complaints/disputes referred on the ODR Portal areundertaken by the ODR Institutions empaneled by the MIIs within the stipulated timelines.

34.

MIIs and the ODR Institutions empaneled by the MIIs, shall maintain Management
Information Systems (MIS) reports, which shall be shared with the concerned Market
Participant so the latter can adequately track timelines of any dispute. The Board may
also require MIIs to furnish MIS reports in such form and on such periodicity as it may
specify.

35.

MIIs and the ODR Institutions empaneled by the MIIs, shall maintain relevant records,
including directions/recommendations/orders passed at pre-conciliation, conciliation andarbitration stage for the period as specified in the extant law, and produced to relevant
authorities as and when required. MIIs shall also ensure, in terms of their internal
processes and contractual arrangements with ODR Institutions, that documents areadequately preserved, including in cases of change in the ODR Institution.

36.

The ODR Portal and the facilities provided by the ODR Institutions will be user-friendly
and accessible online/through audio-video to all the concerned parties and stakeholders,at all times.

37.

The ODR Institutions to whom the dispute is referred and the Market Participant which isparty to the dispute shall provide complete cooperation to the conciliator and/or arbitrator
and/or panel of arbitrators including providing any information required to resolve thecomplaint in effective matter and within stipulated timelines.

38.

MIIs, ODR Institutions and the Market Participants shall make reasonable efforts toundertake promotion of investor education and investor awareness programmes throughseminars, workshops, publications, training programmes etc. aimed at creatingawareness about the ODR Portal for the Indian Securities Market.

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39.

The MIIs shall lay down or modify their Code of Conduct, outlining the ethical standards
that every party viz. the ODR Institution empaneled by the MIIs, Market Participants, theconciliators, the arbitrators must follow, and espouse the interests of investors in the
Indian Securities Market, and resolve their complaints/disputes efficiently and in a timebound manner.

40.

The MIIs and the ODR Institution empaneled by the MIIs shall publish at such frequency
as specified, statistics on the ODR Portal which provide information as to:a. Aggregate references of complaints/disputes received
b. Aggregate number of complaints/disputes resolved by means of conciliationc. Aggregate number of complaints/disputes resolved by means of arbitrationd. Aggregate value of claims decided in favour of investors/clientse. Summary of complaints/disputes on the ODR Portal against each category of
specified intermediary or regulated entity and against listed companies

Responsibilities of the Market Participants
41.

All agreements, contractual frameworks or relationships entered into by Market
Participants with investors/clients in the Indian Securities market presently existing or
entered into hereafter shall stand amended or be deemed to incorporate provision to theeffect that the parties agree to undertake online conciliation and/or online arbitration by
participating in the ODR Portal and/or undertaking dispute resolution in the manner
specified in this Circular.

42.

The Market Participants shall promptly attend to all complaints or disputes raised by its
investors or clients in accordance with applicable SEBI rules, regulations and circulars.
The communications shall clearly specify, the availability of the SCOREs portal and theODR Portal to the investor/client and that the same could be accessed by suchinvestor/client if unsatisfied with the response (or the lack thereof) of the Market
Participant.

43.

The Market Participants shall duly train their staff in attending to complaints/disputes andin handling the references arising from the SCOREs portal or the ODR Portal, and inparticipating in online conciliation and arbitration. Due cooperation and coordination with
the MIIs and with the ODR Institutions shall be ensured by the Market Participants.

44.

The Board may require the Market Participants to maintain such level of interest-freedeposit with the MIIs or with the concerned designated body identified vide the revised
the SCOREs guidelines and shall be such sums that it considers necessary andappropriate for honouring of any arbitral awards or amounts payable pending initiation ofarbitration or challenge to an arbitral award. The amount of such deposit may varydepending on the category of Market Participant and may factor in the extent and natureof complaints or disputes against any specified Market Participant that are observable.
Page 14 of 24

Timelines for Implementation
45.

The provisions of this Circular will be implemented in phases:

46.

The first phase shall include:
a. development of the ODR Portal, empanelment of ODR Institutions by the MIIs,
empanelment of conciliators and arbitrators by such ODR Institutions on or before
August 1, 2023
b. registration of Trading Members and Depository Participants on the ODR Portal by
August 15, 2023, andc. commencement of registering of complaints/disputes against brokers and depository
participants and their resolution on and from August 16, 2023.

47.

The second phase shall include:
a. registration of all other Market Participants on the ODR Portal by September 15, 2023
b. commencement of registering of complaints/disputes against all other Market
Participants and their resolution on and from September 16, 2023, andc. implementation of related processes and requirements envisaged in this Circular shallbe in effect by September 16, 2023.

48. The Market Participants are directed to bring the provisions of this circular to the noticeof the investors/clients and also to disseminate the same on their website.
49.

This Circular supersedes the circulars/directions (and /or sections of the same dealing
with mediation, conciliation and arbitration) issued by the Board till date on the subject
matter and such supersession shall be the date of implementation of the first phase or
second phase, as applicable, specified above. For ease of reference, such circulars arelisted below:
a. Circular No. SEBI/HO/MRD1/ICC1/CIR/P/2022/94 dated July 4, 2022
b. Circular No. SEBI/HO/MRDSD/DOS3/P/CIR/2022/78 dated June 3, 2022
c. Circular No: SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022
d. Circular No.: SEBI/HO/CFD/SSEP/CIR/P/2022/48 dated April 8, 2022
e. Circular No SEBI/HO/CDMRD/DoC/P/CIR/2021/649 dated October 22, 2021
f. Circular No. SEBI/HO/MRD1/ICC1/CIR/P/2021/625 dated September 2, 2021
g. Circular No. SEBI/HO/MIRSD/DOC/CIR/P/2020/226 dated November 6, 2020
h. Circular No. SEBI/HO/MRD/DDAP/CIR/P/2020/16 dated January 28, 2020
i. Circular No. CIR/CDMRD/DCE/CIR/P/2018/48 dated March 14, 2018
j. Circular No. CIR/CDMRD/DEICE/CIR/P/2017/77 dated July 11, 2017
k. Circular No: CIR/CDMRD/DEICE/CIR/P/2017/53 dated June 13, 2017l. Circular No: SEBI/HO/MRD/DRMNP/CIR/P/2017/24 dated March 16, 2017
m. Circular No. SEBI/HO/DMS/CIR/P/2017/15 dated February 23, 2017
Page 15 of 24

n. Circular No. CIR/CDMRD/DIECE/02/2015 dated November 16, 2015
o. Circular No. CIR/MRD/ICC/30/2013 dated September 26, 2013
p. Circular No. CIR/MRD/ICC/20/2013 dated July 05, 2013
q. Circular No. CIR/MRD/ICC/8/2013 dated March 18, 2013
r. Circular No. CIR/MRD/ICC/ 29 /2012 dated November 7, 2012
s. Circular No. CIR/MIRSD/2/2012 dated February 15, 2012
t. Circular No. CIR/MRD/DSA/03/2012 dated January 20, 2012
u. Circular No. CIR/MRD/DP/4/2011 dated April 7, 2011
v. Circular No. CIR/MRD/DSA/2/2011 dated February 09, 2011
w. Circular No. Cir. /IMD/DF/13/2010 dated Oct 05, 2010
x. Circular No. CIR/MRD/DSA/29/2010 dated August 31, 2010
y. Circular No. CIR/MRD/DSA/24/2010 dated August 11, 2010
z. Circular No. CIR/MRD/DP/19/2010 dated June 10, 2010
aa. Circular No. SEBI/MRD/ OIAE/ Dep/ Cir- 4/2010 dated January 29, 2010
50.

Notwithstanding such supersession,a.
anything done or any action taken or purported to have been done or taken under
the superseded circulars, prior to such supersession shall be deemed to have been
done or taken under the corresponding provisions of this Circular;b.

the previous operation of the superseded circulars or anything duly done or suffered
thereunder, any right, privilege, obligation or liability acquired, accrued or incurredunder the superseded circulars, any penalty, incurred in respect of any violationcommitted against the superseded circulars, or any investigation, legal proceedingor remedy in respect of any such right, privilege, obligation, liability, penalty as
aforesaid, shall remain unaffected as if the superseded circulars have never beensuperseded;c.

Matters or references currently under consideration of the IGRC or in arbitration(sole, panel or appellate arbitration) shall be disposed of as per the superseded
circulars and within the timelines specified in such circulars;d.

For disputes pertaining to claims against defaulting trading members the same shallbe addressed through the existing mechanism via the Core Settlement Guarantee
Fund (Core SGF); ande.

All matters that are appealable before the Securities Appellate Tribunal in terms of
Section 15T of SEBI Act, 1992 Sections 22A and 23L of Securities Contracts(Regulation) Act, 1956 and 23A of Depositories Act, 1996 shall be outside thepurview of the ODR Portal.

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51.

The MIIs are directed to:a. make necessary amendments to the relevant bye-laws, rules and regulations forthe implementation of the above decision immediately;b. disseminate the aforesaid provisions on their website and bring the same to thenotice of all stakeholders including the Market Participants and investors/clients in
the Indian Securities Market.
52.

This Circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors insecurities and to promote the development of, and to regulate the securities market. This
circular is issued with the approval of the competent authority.

53.

This Circular is available on the SEBI website at www.sebi.gov.in under the link “Legal >Circulars”.

Yours faithfully,

S. Manjesh Roy
General Manager
Tel no.: 022- 26449710
Email: manjeshsr@sebi.gov.in

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Schedule A(See Paragraph 2 of the Circular)
Specified Intermediaries and Regulated Entities
List of securities market intermediaries / regulated entities against whom investors may
invoke the ODR process:1. AIFs – Fund managers
2. CIS – Collective Investment management company
3. Depository Participants
4. Investment Advisors
5. InvITs - Investment Manager
6. Mutual Funds - AMCs6
7. Portfolio Managers
8. Registrars and Share Transfer Agents
9. REITs – Managers
10. Stock brokers7

6 Including for any claims/complaints/disputes arising on account of Mutual Fund Distributors of the Mutual

Fund AMCs
7 Including for any claims/complaints/disputes arising on account of Authorised Persons of the Trading Members

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Schedule B(See Paragraph 3 of the Circular)
Specified Intermediaries and Regulated Entities
1. Clearing Corporations and their constituents
2. Credit Rating Agency and rating clients
3. Custodians and their clients/FPIs
4. Debenture Trustees and issuers
5. Designated Depository Participant and their clients/FPIs
6. KYC Registration Agency and their clients/intermediaries
7. Merchant Banker and issuers
8. Mutual Funds and Mutual Fund Distributors
9. Proxy Advisory and their clients
10. Proxy advisors and listed entities
11. Registrars and Share Transfer Agents and their clients
12. Research Analyst and their clients
13. Stock brokers and their Authorised Persons
14. Trading Members and Clearing Members
15. Vault Managers and beneficial owners

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Schedule C
Norms for empanelment of ODR Institutions by MIIs and continuing obligations of ODRInstitutions
MIIs role and responsibility:
1. An MII shall empanel one or more ODR Institutions as a service provider and enter into
relevant agreements with such ODR Institution(s) in accordance with guidelines issued
by the Board on outsourcing of activities by stock exchanges, depositories and clearing
corporations (as amended from time to time) and this circular. An MII should ensurethat the primary/first ODR Institution to be empaneled with it, is not empaneled as theprimary/first ODR Institution with any other MII .
2. An MII shall collect requisite information of a ODR Institution desirous of being
empaneled for providing ODR services for the Indian Securities Market. Suchinformation shall include: copies of registration certificate, memorandum of association
and articles of association/ constitutional documents, rules governing conciliation andarbitration, PAN, Legal Entity Identifier number, composition of its board of directors,
governing bodies and advisory councils, if any, and details of its shareholders andinvestors, and list of its authorised officials / signatories. Changes if any to any of these
may be notified to the concerned MII promptly. An MII may drop an ODR Institution fromits panel, if there is a delay in notifying or if the changes are viewed by the concerned
MII as not conducive to continuance of the ODR institution on the panel.
3. An ODR Institution shall also furnish other credentials that are deemed relevant to theempanelment process including: details of conciliators and arbitrators empaneled by
the ODR Institution, norms for such empanelment, fees, costs and charges levied for
conduct of online conciliation and arbitration, institutional/corporate clients or otherecosystems where rendering online conciliation and arbitration, aggregate number ofdisputes received for resolution whether for online conciliation or arbitration, aggregate
number of disputes resolved by means of online conciliation and arbitration, aggregate
value of disputes resolved by means of online conciliation and arbitration, types andnature of disputes resolved by mean of online conciliation and arbitration, technologies,
platform, platform features and facilities in conducting online conciliation and arbitration.
Such credentials shall be furnished at the time of empanelment and thereafter on aquarterly basis (April/July/October/January).
4. The details of conciliators and arbitrators required to be furnished shall include: uniquecount of conciliators and arbitrators trained in the securities market, along with theeducation, training and professional qualification, number of years of experience,
Page 20 of 24

previous experience in conciliation / arbitration including experience in specific types,
natures or sectors, languages conversant with (spoken/written) and other demographic
details such as age, sex, location.
5. MIIs shall ensure that the ODR Institutions eligible for empanelment have the ability tointegrate their own platform/systems with the ODR Portal for requirements andpurposes as specified from time to time, and on or prior to empanelment undertake
necessary integration. MIIs shall also ensure that the ODR Institutions also havesufficient technologies to ensure due secrecy, confidentiality and cyber-security for thedataflow between the ODR Portal and its platform/systems, collection of fees andcharges (or its refund) and for the conduct of online conciliation and arbitration. MIIs
shall also ensure the ODR Institution deploys and makes available such features or
facilities on its platform/systems as required by the Board from time to time.
6. MIIs shall ensure that the ODR Institution and its conciliators and arbitrators abide by
the Code of Conduct (Schedule E) and highest standards of independence,
impartiality, ethics and confidentiality as befits conciliation and arbitration, and interests
of Indian Securities Market and with the applicable laws including the Arbitration andConciliation Act, 1996.
ODR Institutions’ role and responsibility:
7. An ODR Institution empaneled by an MII should be/become a member ofassociation/trade body having as its members MII empaneled ODR Institutions for the
Indian Securities Market. Details of such association / trade body shall be furnished to
the MIIs and the Board, and shall include: copies of registration certificate,memorandum of association and articles of association/ constitutional documents,
PAN, Legal Entity Identifier number, composition of its board of directors, governing
bodies and advisory councils, if any, and details of its members, and list of its authorised
officials / signatories. Such association / trade body shall undertake such activities andperform such roles and responsibilities as may be specified from time to time.
8. Any complaint received against a conciliator or arbitrator shall be promptly examinedby the ODR Institution and the findings/conclusions/actions taken will be reported to the
MII. MII may conduct its own review into such a process and/or specific matter. Anycomplaint against an ODR Institution shall be promptly examined by the MII and post
the findings/conclusions, MII shall take appropriate actions.
9. An ODR institution may seek to be removed as an empaneled ODR Institution after
disposal of all pending references. Further, in the event of a breach by the ODRInstitution of the norms of empanelment specified, and/or SEBI regulations, circulars
and advisories or norms of the MII, the MII may suspend/terminate the empanelment

Page 21 of 24

of the ODR Institution, without prejudice to its rights to take any further action against
the ODR Institution. No new complaints/disputes will be assigned after the receipt of its
notice to such effect.
10. MII shall ensure that each ODR institution shall abide by the following norms forfurthering transparency and evolving precedents:a) Publish at pre decided regularity, data regarding disputes assigned, count ofdisposal of such references through conciliation, and count of disposal ofreferences through arbitration (indicating to the extent feasible, decisions in favourof investors and in favour of intermediaries), which will be available freely to the
public in such form, manner and mode as the Board may specify, andb) Publish decisions of the arbitrators, redacted or masked to ensure identity of theparties is not ascertainable, to help develop a database of matters and decisions,which will be available freely to the public in such form, manner and mode as theBoard may specify.
11. MIIs shall inspect and/or audit the ODR Institution directly or through such person or
firm that it may appoint, for, inter alia, verifying the adherence to these norms andapplicable SEBI regulations, circulars and advisories.
12. MIIs shall ensure that the ODR Institutions abide by the SEBI regulations, circulars andadvisories on online conciliation and online arbitration as applicable. MIIs shall ensure
empaneled ODR institutions shall furnish an irrevocable, unconditional undertaking thatit shall abide by the norms of empanelment specified, and SEBI regulations, circulars
and advisories or norms as may be notified by SEBI and the respective MII from time
to time. The ODR institutions shall also acknowledge through such undertaking that thegrievance redressal and dispute resolution mechanisms have been set up by the Board
as a part of its institutional framework to provide robust dispute resolution processes forthe investors and Market Participants.
13. Any complaints/grievances against the ODR Institutions with respect to their services
pursuant to this circular shall be resolved in accordance with agreements entered into
the MIIs with their ODR Institutions.
14. MIIs shall ensure that the empaneled ODR Institutions have adequate infrastructure,
manpower and resources to assist the former in maintaining compliance with their
responsibilities under paragraphs 31 – 40 of this circular.

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Schedule D
Suggested norms for empanelment of Conciliators and Arbitrators
The following factors are suggested for empaneling a person as a conciliator or arbitrator by
the ODR Institutions:
1. Age: between 35 years to 75 years.
2. Qualification in the area of law, finance including securities market, accounts, economics,
technology, management, or administration.
3. Experience: Minimum 7 years of experience as provided below.
4. Professional experience as outlined below could be considered:a. Financial services including securities market i.e. Banks, NBFCs, MIIs, otherintermediaries of securities market;
b. Legal services – Certified professionals handling conciliation, and /or arbitration
independently; and/orc. Ex-officials from the Indian financial sector regulators viz., the Insurance Regulatory
and Development Authority, the Pension Funds Regulatory and Development
Authority, the Reserve Bank of India and the Securities and Exchange Board of India.
5. Knowledge and Skills such as:a. Knowledge on the functioning of the securities market;
b. Securities Laws and Arbitration & Conciliation laws in India;c. Proficiency in English language (reading, writing and speaking);
d. Proficiency in one or two regional languages and ability to read/write/speak/all required for communication and for effective dispute resolution;e. Legal drafting and communications skills;
f. Decision making skills required for imparting fair judgement;
g. Understand party psychology and common online behaviours: Diversity and crosscultural communication and possessing professional behaviour
7. The Conciliators and Arbitrators should satisfy the following criteria for empanelment:a. The person has a general reputation and record of fairness and integrity, including but
not limited to (i) financial integrity; (ii) good reputation and character; and (iii) honesty;b. The person has not been convicted by a court for any offence involving moral turpitude
or any economic offence or any offence against the securities laws;c. The person has not been declared insolvent and if yes, has not been discharged;
d. No order, restraining, prohibiting or debarring the person, from dealing in securities orfrom accessing the securities market, has been passed by the Board or any otherregulatory authority;
e. No other order is passed against the person, which has a bearing on the securities
market;f. The person has not been found to be of unsound mind by a court of competentjurisdiction; andg. The person is financially sound and has not been categorised as a willful defaulter.

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Schedule E
Code of Conduct for Conciliators and Arbitrators
The Conciliators and Arbitrators shall:i.

Act in a fair, unbiased, independent and objective manner;ii.

Maintain the highest standards of personal integrity, truthfulness, honesty andfortitude in discharge of his duties;iii.

Disclose his/her/their interest or conflict in a particular case, i.e., whether any party
to the proceeding had any dealings with or is related to the Conciliator andArbitrator;

iv.

Not engage in acts discreditable to his/her/their responsibilities;v.

Avoid any interest or activity which is in conflict with the conduct of his/her/theirduties as a conciliatory or arbitrator;

vi.

Avoid any activity that may impair, or may appear to impair, his/her/their
independence or objectivity;

vii.

Conduct proceedings in compliance with the principles of natural justice and therelevant provisions of the Arbitration and Conciliation Act, 1996, the SEBI Act,
1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996
and the Rules, Regulations and Bye-laws framed thereunder and the circulars,
directions issued thereunder, and the contractual arrangements;

viii.

Undertake training courses as may be specified time to time by the Board, includingfrom NISM;

ix.

Endeavour to pass arbitral award expeditiously and within prescribed time;x.

Pass reasoned and detailed arbitral awards; andxi.

Maintain confidentiality with respect to the proceeding and its associatedrecordings and only disclose confidential information as required by law or Courtsof competent jurisdiction or legal authority.

Page 24 of 24

CIRCULAR

SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135

August 04, 2023

To,
All Recognized Stock Exchanges (including Commodity Derivatives)
All Clearing Corporations
All Depositories
All Stock Brokers
All Depository Participants
All SEBI Registered Intermediaries / All SEBI Regulated Entities
All Listed Companies
All Registrar & Share Transfer Agents
All Asset Management Companies
Sir / Madam,
Subject: Corrigendum cum Amendment to Circular dated July 31, 2023 on Online
Resolution of Disputes in the Indian Securities Market
1.

SEBI issued circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31,
2023 providing the guidelines for online resolution of disputes in the Indian securities
market.

2.

Pursuant to feedback received, need for additional clarity or correction of language used,the circular stands modified as under:
I.

Clause 8 of the circular stands substituted as under:
All listed companies / specified intermediaries / regulated entities in the securities
market (collectively referred to as “Market Participant/s”) shall enrol on the ODRPortal within the timelines as specified at paragraphs 46 and 47 of this circular andshall be deemed to have been enrolled on the ODR Portal at the end such specified
timeline. The enrolment process shall also include executing electronic
terms/agreements with MIIs and the ODR Institutions, which shall be deemed to be
Page 1 of 4

executed at the end such specified timeline. Facility to enrol Market Participants into
the ODR Portal by utilising the credentials used for SEBI SCORES portal / SEBIIntermediary portal may be also provided in the ODR Portal.
II.

Clause 11 of the circular stands substituted as under:
An investor/client shall first take up his/her/their grievance with the Market Participant
by lodging a complaint directly with the concerned Market Participant. If the grievanceis not redressed satisfactorily, the investor/client may, in accordance with the
SCORES guidelines, escalate the same through the SCORES Portal in accordancewith the process laid out therein. After exhausting these options for resolution of thegrievance, if the investor/client is still not satisfied with the outcome, he/she/they can
initiate dispute resolution through the ODR Portal.

III.

Clause 13 of the circular stands substituted as under:
The dispute resolution through the ODR Portal can be initiated when thecomplaint/dispute is not under consideration in terms of the paragraph 11 above or
SCOREs guidelines as applicable or not pending before any arbitral process, court,
tribunal or consumer forum or are non-arbitrable in terms of Indian law (including
when moratorium under the Insolvency and Bankruptcy Code is in operation due tothe insolvency process or if liquidation or winding up process has been commenced
against the Market Participant).

IV.

Clause 17 of the circular stands substituted as under:
The ODR Institution that receives the reference of the complaint/dispute shall appointa sole independent and neutral conciliator from its panel of conciliators. Such
conciliator shall have relevant qualifications or expertise (please refer to ScheduleD) and should not be connected with or linked to any disputing party. MIIs shallensure that appropriate measures are put in place regarding appointment ofconciliators by the ODR Institutions.

V.

In the first sentence of Clause 20.c. of the circular, “75%” shall stand substituted with
“100%”.

VI.

In Clause 21 of the circular, at the end of the first and the third sentences, thefollowing is added: “…and receipt of fees, costs and charges as applicable.”VII.

In Clause 24 of the circular, at the end of the first sentence, the following is added:“..in the ODR Portal for onward notification to the party/ies in whose favour the arbitralaward has been passed and the relevant MII.”
Page 2 of 4

VIII.

In the first sentence of Clause 25 of the circular, “75%” shall stand substituted with
“100%”.

IX.

Clause 27 of the circular stands substituted as under:
The venue and seat of the online proceedings shall be deemed to be the place:a) In case of disputes between investor/client and listed companies (including theirregistrar and share transfer agents) or any of the specified intermediaries /regulated entities in securities market (as specified in Schedule A): where theinvestor resides permanently or, where the investor is not an individual, the place
where it is registered in India or has its principal place of business in India, as
provided in the relevant KYC documentsb) In case of disputes between institutional or corporate clients and specified
intermediaries / regulated entities in securities market as specified in ScheduleB:(i) where the institutional or corporate clients has its registered in India or has
its principal place of business in India, as provided in the relevant KYC
documents, and(ii) if in case the the institutional or corporate client is not registered in India ordoes not have its principal place of business in India, then the place where
the specified intermediaries / regulated entities in securities market as
specified in Schedule B has its registered in India or has its principal placeof business in India or(iii) such court of competent jurisdiction in India as the institutional or corporateclients and specified intermediaries / regulated entities in securities market
as specified in Schedule B may agree upon.

X.

Clause 49 shall also include the following circulars:
n-i. Circular No.: CIR/MIRSD/11/2013 dated October 28, 2013

XI.

Clause 50. e. of the circular is modified as under:
All matters that are appealable before the Securities Appellate Tribunal in terms of
Section 15T of SEBI Act, 1992 (other than matters escalated through SCOREs
portal in accordance with SEBI SCOREs Circular), Sections 22A and 23L of
Securities Contracts (Regulation) Act, 1956 and 23A of Depositories Act, 1996 shallbe outside the purview of the ODR Portal.

XII.

The following intermediaries / regulated entities are added in Schedule A:

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2A. Commodities Clearing Corporations
9A. Research Analyst
XIII.

In para 7 of Schedule C, at the end of the first sentence, the following is added:“…on or before October 31, 2023.”

3.

This circular shall be applicable with immediate effect.

4.

This Circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors insecurities and to promote the development of, and to regulate the securities market. This
circular is issued with the approval of the competent authority.

5.

This Circular is available on the SEBI website at www.sebi.gov.in under the link “Legal >Circulars”.

Yours faithfully,

S. Manjesh Roy
General Manager
Tel no.: 022- 26449710
Email: manjeshsr@sebi.gov.in

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