MASTER CIRCULAR FOR ONLINE DISPUTE RESOLUTION
(Updated as on December 28, 2023)
SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195
July 31, 2023
(Updated as on August 04, 2023)
(Updated as on December 20, 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
Sir / Madam,
Subject: Master Circular for Online Resolution of Disputes in the Indian
Securities Market
1. After extensive public consultations and in furtherance of the interests of
investors and consequent 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 the aegis of Stock Exchanges
and Depositories (collectively referred to as Market Infrastructure
Institutions (MIIs)),1 by expanding their scope and by establishing a
common 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 the ambit of ODR
2. Disputes between Investors/Clients (including institutional/corporate
1 presently excluding Clearing Corporations and its constituents
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clients) and listed companies (including their registrar and share transfer
agents) or any of the specified intermediaries / regulated entities in
securities market (as specified in Schedule A) arising out of latter’s
activities in the 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 complaints2 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 the option 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, independent
institutional conciliation and / or independent arbitration institution in
India.
The seat and venue of mediation, conciliation and/or arbitration shall be
in India and can be conducted online.
The fees, charges and costs for the independent mediation institution
or independent conciliation institution and/or independent arbitration
institution (and of the mediators/conciliators/arbitrators), and other
applicable costs, charges and expenses may be as prescribed by such
institution/s or as agreed upon by the parties with such institution/s.
The claims / complaints / disputes that arise from the activities or roles
performed or to be performed by the specified intermediaries or
regulated entities pertaining to the Indian securities market are in scope
of this clause3.
For existing and continuing contractual arrangements between
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 account transferred without permission etc.
3 For example, non-disclosure agreements signed by specified intermediaries or regulated
entities with their institutional or corporate clients for receiving confidential corporate or other
information by itself would not be related to the Indian securities market. Separately, regulated
entities such as Credit Rating Agencies or Debenture Trustees also undertake non-securities
market related work which would be outside the scope of the clause.
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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 period of six months, failing which option
as specified in (a) above will be deemed to have been 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 specified4
while expressly excluding disputes/appeals/reviews/challenges pertaining
to the regulatory, enforcement role and roles 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 and operate a common Online Dispute Resolution Portal (“ODR
Portal”)5. The MIIs will make joint efforts to develop and operationalize the
ODR Platform. For the purposes of implementation of this circular, the MIIs
shall enter into an agreement amongst themselves, which will, inter alia,
outline the nature of their responsibilities, the cost of development,
operating, upgradation, maintenance (including security of data of
investors and intermediaries as specified by the Board from time to time)
and for inspection 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 shall provide complete cooperation to the Board in
this regard.
It is clarified that MIIs which are initially excluded from the round robin
system (as described below) are not required to incur any costs for
development and maintenance of the ODR Portal during the period of such
exclusion.
6. Each MIIs will identify and empanel one or more independent ODR
Institutions which are capable of undertaking time-bound online conciliation
and/or online arbitration (in accordance with the Arbitration and Conciliation
Act, 1996 and any other applicable laws) that harness online/audio-video
technologies and have duly qualified conciliators and arbitrators. The
norms for empanelment of ODR Institutions are specified in Schedule C of
4 As and when the same is made operational, in order to avoid conflict of interest, in case of a
complaint/dispute involving a MII or its holding or subsidiary or associate company, the same will
not be allocated to that MII and the 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, the same be
allocated to NSDL and vice versa.
5 URL - https://smartodr.in/login
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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 listed companies (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 their registrar
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 and shall 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 executed at the end such
specified timeline. Facility to enroll Market Participants into the ODR Portal
by utilising the credentials used for SEBI SCORES portal / SEBI
Intermediary portal may be also provided in the ODR Portal. Entities that
obtain registration from the Board as an intermediary or issuers that are
getting their securities listed on or after the date of implementation of this
circular, shall enroll in the ODR Portal immediately upon grant of
registration or listing, as the case may be.
9. All market participants and MIIs are advised to display a link to the ODR
Portal on the home page of their websites and mobile apps.
10. The modalities of the ODR Portal along with the relevant operational
guidelines and instructions may be specified by the Board from time to time.
Initiation of the dispute resolution process
11. 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 the process laid
out therein. After exhausting these options for resolution of the grievance,
if the investor/client is still not satisfied with the outcome, he/she/they can
initiate dispute resolution through the ODR Portal.
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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
at least 15 calendar days to the investor/client for resolution of the dispute
which has not been satisfactorily resolved between them.
13. The dispute resolution through the ODR Portal can be initiated when the
complaint/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 to the insolvency process or if
liquidation or winding up process has been commenced against the Market
Participant) or is against the Government of India / President of India or a
State Government / Governor of a State.
It is clarified that Listed companies (and their registrars and transfer
agents), specified intermediaries and regulated entities specified in
Schedules A and B as well as institutional or corporate clients shall initiate
claims or disputes in accordance with paragraph 3(a) and/or 3(b), as
applicable, unless the matter is non-arbitrable in terms of Indian law
(including when moratorium under the Insolvency and Bankruptcy Code is
in operation due to the insolvency process or if liquidation or winding up
process has been commenced) or is against the Government of India /
President of India or a State Government / Governor of a State.
14. The dispute resolution through the ODR Portal can be initiated when within
the applicable law 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, whichever is later).
ODR Portal and allocation system
15. The ODR Portal shall have the necessary features and facilities to, inter
alia, enrol the investor/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. The ODR Portal shall be subject to inspection and/or
audit for, inter alia, verifying the adherence to these norms and applicable
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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 round-robin system to govern the allocation of each
such dispute among all such empaneled 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
exchange transaction or a listed company, shall be referred to the ODR
Institution/s empaneled by the relevant Stock Exchange6, 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 round robin 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
such complaint/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 the Board may specify).
Conciliation
17. The ODR Institution that receives the reference of the complaint/dispute
shall appoint a sole independent and neutral conciliator from its panel of
conciliators. Such conciliator shall 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 regarding appointment of conciliators by the ODR Institutions.
18. Such conciliator shall conduct one or more meeting/s for the disputing
parties to reach an 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 recorded in writing/electronically)
from the date of appointment of conciliator by the ODR Institution, which
shall do so within 5 days of receipt of reference of the complaint/dispute by
the ODR Institution. Apart from attempting to actively facilitate consensual
resolution of the complaint/dispute, the conciliator may consider advising
6 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 the complaint was escalated becomes the relevant Stock
Exchange/ Depository, otherwise it shall be subject to round robin
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the Market Participant to render 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 trade related
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 be executed and stamped through an online mode, as
permissible in law. When such agreement requires the Market Participant
to pay the admissible claim value to the investor/client, the MII shall monitor
the due payment/adherence to the terms of the settlement agreement until
due receipt by the investor/client and/or performance of the required 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/dispute that 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. The nature of
determination made by the conciliator is only to provide an admissible
claim value of the complaint / dispute for purposes of appropriate slab
for computation of fees being applied for online arbitration. Subject to
the forgoing, the investor / client, the market participant and the
arbitrator/s would not be bound by such determination for the making or
defending or deciding the claim / complaint / dispute, as the case may
be.
b. An investor/client may pursue online arbitration (which will be
administered by the ODR Institution, which also facilitated the conduct
of conciliation) on or after the conclusion of a conciliation process when
the matter has not been resolved through such process, subject to
payment of fees as applicable for online arbitration. The Market
Participant against whom the investor/client pursues the online
arbitration shall participate in the arbitration process. Accordingly, within
10 days of the initiation of the online arbitration by the investor/client,
the Market Participant shall make the deposit of 100% of the admissible
claim value with the relevant MII and make the payment of the fees as
applicable for online arbitration. Non-adherence of the foregoing by the
Market Participant may result in action against the Market Participant by
MIIs and/or the Board.
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c. In case the Market Participant wishes to pursue online arbitration (which
will be administered by the ODR Institution which facilitated the
conduct of conciliation), it shall intimate the ODR Institution within 10
days of the conclusion of the conciliation process of its intent to do so
and within further 5 days of this intimation, shall deposit 100% of the
admissible claim value with the relevant MII and make the payment of
fees as applicable for online arbitration for initiating the online
arbitration. In case the Market Participant fails to deposit the amount
then they may not initiate online arbitration and they may also face
consequences 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 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 amount to 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 the
amount so released, in case the arbitration proceedings are decided
against the investor/client. If the arbitration proceeding is decided
against the investor/client, subject to the terms of the arbitral award,
such investor/client should return the released amounts. If the
investor/client fails to return the amount released, then the
investor/client (based on PAN of the investor/client) shall not be allowed
to trade on any of the Stock Exchanges or participate in the Indian
Securities Market till such time the 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 shall be
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 and adjusted 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 the arbitral 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 due
compliance 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 ODR Institution shall appoint a sole independent and neutral
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arbitrator from its panel of arbitrators within 5 calendar days of reference
and receipt of fees, costs and charges as applicable. Such arbitrator shall
have relevant qualifications or expertise (please refer to Schedule D), and
should not be connected with 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 and
receipt of fees, costs and charges as applicable. MIIs shall ensure that
measures are put in place regarding appointment of arbitrators by the ODR
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/s and 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 counter-claim 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 the Board may specify) of the
appointment in the matter.7 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 such other sum as the Board may
specify from time to time), upto a further period of 30 calendar days (or
such other period as the Board may specify) and for reasons to be recorded
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 for correction/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
7 If parties to the dispute do not provide any representation in the arbitral proceedings, the
arbitrator may pass an ex-parte order after giving a notice of 7 calendar days to the
concerned non-cooperative party(ies).
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award requires payment of any amount by the Market Participant or
performance by it of a certain nature, then such payment 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 the investor/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 order has been passed, will be required to submit its intention to
challenge the award under Section 34 of the Arbitration Act within 7
calendar days in the ODR Portal for onward notification to the party/ies in
whose favour the arbitral award has been passed and the relevant MII.
Further, in the course of such a challenge, 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 100% of the amounts payable in terms
of the arbitral award with the relevant MII prior to initiation of the challenge.
In case the specified intermediary/regulated entity fails to deposit the
amount then they may also face consequences 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 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 amount to the investor/client,
the MII shall obtain appropriate 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 appellate forum,
such investor/client should return the released amounts. If the
investor/client fails to return the amount released, then the investor/client
(based on PAN of the investor/client) shall not be allowed to trade on any
of the Stock Exchanges or participate in the Indian Securities Market till
such time the investor/client returns the amount to the Market Participant.
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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 the
investor/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 to the 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 the arbitral 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:
a) In case of disputes between investor/client and listed companies
(including their registrar and share transfer agents) or any of the
specified intermediaries / regulated entities in securities market (as
specified in Schedule A): where the investor 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 documents
b) In case of disputes between institutional or corporate clients and
specified intermediaries / regulated entities in securities market as
specified in Schedule B:
(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 or does 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 place of business in India or
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(iii) such court of competent jurisdiction in India as the institutional
or corporate clients and specified intermediaries / regulated
entities in securities market as specified in Schedule B may
agree upon.
Fees & Charges
28. The costs of the dispute resolution mechanism on the ODR Portal will be
borne in the following 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 ₹ 4,800/-
- for unsuccessful conciliation ₹ 3,240/-
ODR Institution’s fees, in addition to the conciliator’s fees ₹ 600/-
(to be collected by ODR Institution)
Applicable GST, Stamp Duty, etc. on actual outgoings
shall be borne by the concerned Market Participant
Such fees may be borne by the MIIs and will be recoverable by them
from the concerned Market Participant against whom the
complaint/dispute is raised. Such fees 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 to the
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 by them) it shall be said to be
unsuccessful conciliation.
Late Fees: Initiation of conciliation process after six months from the
date of transaction/dispute arising will require payment of Rs 1,000/-
by the initiator of the complaint/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 Above Above Rs. Above Rs. Above Rs. Above Rs.
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lakh * Rs. 1 10 lakh - 20 lakh - 30 lakh - 50 lakh –
lakh - 10 20 lakh 30 lakh 50 lakh Rs. 1 crore
lakh
Arbitrator’s fee ₹4,800/- ₹8,000/- ₹12,000/- ₹16,000/- ₹60,000/-** ₹1,20,000/-**
(to be collected
by ODR
Institution and
paid to Arbitrator)
ODR Institution’s ₹600/- ₹1,000/- ₹1,500/- ₹2,000/- ₹7,500/- ₹15,000/-
fees, in addition
to the arbitrator’s
fees (to be
collected by ODR
Institution)
Applicable GST,
Stamp Duty, etc.
on actual
outgoings
* 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
Further, for claims of Rs. 1 crore and above, an ad valorem fees @
1% of the claim value or Rs.1,20,000/-, whichever is more, towards
Arbitrator’s Fees** (to be collected by the ODR institution and paid to
the arbitrator) and fees @ Rs 35,000/- towards ODR Institution’s
Fees, in addition to the arbitrator’s fees (to be collected by the ODR
institution), together with Applicable GST, Stamp Duty, etc. on actual
outgoings, shall be applicable.
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 the arbitration 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 for
arriving at the claim value in such arbitration being initiated. The
investor may choose to initiate arbitration for a higher claim value
subject to payment of applicable fees and charges.
Such fees have to be deposited at the time of choosing to initiate
arbitration through the ODR Portal within 7 days or such period as
specified from time to time. In case the 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 the
arbitration can deposit the fees payable on such person’s behalf and
shall be recoverable from such person through the arbitration
process.
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Subject to the terms of the arbitral award, the person who is
successful in the arbitration 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-refundable basis.
Such late fees shall be collected by the MIIs and applied in relation to
operationalization and effective functioning of the ODR Platform and
for the purposes as specified by the Board from time to time. The
concerned ODR Institution may collect this fee on behalf of the MII as
per mutually agreed terms between them.
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.
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 is commensurate to the number of references of
complaints/disputes received so that a conciliator / arbitrator / panel
of arbitrators handle a reasonable number of references
simultaneously and that all references are disposed of within the
prescribed time.
b. The conciliators and arbitrators on the panel of the ODR Institutions
should have undergone training and certification program/s or
possess sufficient experience for such 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/dispute arising 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.
Page 14 of 29
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 an evaluation 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 of conciliation/arbitration
matters handled, etc.
e. The mode and manner for an individual to be added to the panel of
the ODR Institutions 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 each and 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 and responsibilities of each party in adherence to this circular, and
also specify mechanism 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 be made 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 are undertaken by the ODR Institutions empaneled by the MIIs
within the stipulated timelines.
34. MIIs and the ODR Institutions empaneled by the MIIs, shall maintain
Page 15 of 29
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 and arbitration 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 are
adequately 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 is party 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 the complaint in effective
manner and within stipulated timelines.
38. MIIs, ODR Institutions and the Market Participants shall make reasonable
efforts to undertake promotion of investor education and investor
awareness programmes through seminars, workshops, publications,
training programmes etc. aimed at creating awareness about the ODR
Portal for the Indian Securities Market.
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, the conciliators, the arbitrators must follow,
and espouse the interests of investors in the Indian Securities Market, and
resolve their complaints/disputes efficiently and in a time-bound 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
conciliation
c. Aggregate number of complaints/disputes resolved by means of
arbitration
d. Aggregate value of claims decided in favour of investors/clients
Page 16 of 29
e. 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 the effect 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 the ODR Portal to the investor/client
and that the same could be accessed by such investor/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 and in handling the references arising from the
SCOREs portal or the ODR Portal, and in participating 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-free deposit with the MIIs or with the concerned designated body
identified vide the revised SCOREs guidelines and shall be such sums that
it considers necessary and appropriate for honouring of any arbitral awards
or amounts payable pending initiation of arbitration or challenge to an
arbitral award. The amount of such deposit may vary depending on the
category of Market Participant and may factor in the extent and nature of
complaints or disputes against any specified Market Participant that are
observable.
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
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b. registration of Trading Members and Depository Participants on the
ODR Portal by August 15, 2023, and
c. 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, and
c. implementation of related processes and requirements envisaged in
this Circular shall be in effect by September 16, 2023.
48. The Market Participants are directed to bring the provisions of this circular
to the notice of 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 are listed 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, 2017
Page 18 of 29
l. 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
n. Circular No. CIR/CDMRD/DIECE/02/2015 dated November 16, 2015
n-i. Circular No.: CIR/MIRSD/11/2013 dated October 28, 2013
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 incurred under the superseded circulars, any
penalty, incurred in respect of any violation committed against the
superseded circulars, or any investigation, legal proceeding or
remedy in respect of any such right, privilege, obligation, liability,
penalty as aforesaid, shall remain unaffected as if the superseded
circulars have never been superseded;
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 shall be addressed through the existing mechanism via the
Core Settlement Guarantee Fund (Core SGF); and
e. All matters that are appealable before the Securities Appellate
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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 shall be outside the
purview of the ODR Portal.
51. The MIIs are directed to:
a. make necessary amendments to the relevant bye-laws, rules and
regulations for the implementation of the above decision immediately;
b. disseminate the aforesaid provisions on their website and bring the
same to the notice 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 in securities 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 > Master Circulars”. This circular consolidates the circulars listed
at Annexure I.
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
1A. Banker to an Issue and Self-Certified Syndicate Banks8
2. CIS – Collective Investment management company
2A. Commodities Clearing Corporations9
3. Depository Participants
4. Investment Advisors
5. InvITs - Investment Manager
5A. Merchant Bankers10
6. Mutual Funds - AMCs11
7. Portfolio Managers
8. Registrars and Share Transfer Agents
9. REITs – Managers
9A. Research Analyst
10. Stock brokers12 (including Online Bond Platforms & Online Bond Platform
Providers)
8 including for any claims / complaints / disputes pertaining to compensation to investors for
grievance emanating from application to Public Issues using UPI payment with ASBA.
9 Including for any claims / complaints / disputes raised by investors/clients on account of
Warehouse Service Providers / Vault Service Providers
10 For any claims/complaints/disputes arising on account of compensation to investors for
grievances emanating from application for public issues.
11 Including for any claims/complaints/disputes arising on account of Mutual Fund Distributors of
the Mutual Fund AMCs
12 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
1A. Commodities Clearing Corporations13
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
5A. ESG Ratings Providers and their clients
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
13 Including for any claims / complaints / disputes arising on account of Warehouse Service
Providers / Vault Service Providers and depositors / ginners.
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Schedule C
Norms for empanelment of ODR Institutions by MIIs and continuing
obligations of ODR Institutions
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 ensure that
the primary/first ODR Institution to be empaneled with it, is not empaneled
as the primary/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. Such information shall include: copies of registration certificate,
memorandum of association and articles of association/ constitutional
documents, rules governing conciliation and arbitration, PAN, Legal Entity
Identifier number, composition of its board of directors, governing bodies
and advisory councils, if any, and details of its shareholders and investors,
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 from its 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 the empanelment 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 other
ecosystems where rendering online conciliation and arbitration,
aggregate number of disputes 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 and nature
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 a quarterly basis
(April/July/October/January).
4. The details of conciliators and arbitrators required to be furnished shall
include: unique count of conciliators and arbitrators trained in the
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securities market, along with the education, training and professional
qualification, number of years of experience, 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 to integrate their own platform/systems with the ODR Portal for
requirements and purposes as specified from time to time, and on or prior
to empanelment undertake necessary integration. MIIs shall also ensure
that the ODR Institutions also have sufficient technologies to ensure due
secrecy, confidentiality and cyber-security for the dataflow between the
ODR Portal and its platform/systems, collection of fees and charges (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 and Conciliation Act,
1996.
ODR Institutions’ role and responsibility:
7. An ODR Institution empaneled by an MII should be/become a member of
association/trade body having as its members MII empaneled ODR
Institutions for the Indian Securities Market on or before October 31,
2023. 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 and perform such
roles and responsibilities as may be specified from time to time.
8. Any complaint received against a conciliator or arbitrator shall be promptly
examined by 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. Any complaint against an ODR
Institution shall be promptly examined by the MII and post the
findings/conclusions, MII shall take appropriate actions.
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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 ODR Institution 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 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 for furthering transparency and evolving precedents:
a) Publish at pre decided regularity, data regarding disputes assigned,
count of disposal of such references through conciliation, and count
of disposal of references through arbitration (indicating to the extent
feasible, decisions in favour of 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, and
b) Publish decisions of the arbitrators, redacted or masked to ensure
identity of the parties 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 the Board 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 and applicable SEBI regulations, circulars and advisories.
12. MIIs shall ensure that the ODR Institutions abide by the SEBI regulations,
circulars and advisories on online conciliation and online arbitration as
applicable. MIIs shall ensure empaneled ODR institutions shall furnish an
irrevocable, unconditional undertaking that it 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 the grievance 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 for the
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,
other intermediaries of securities market;
b. Legal services – Certified professionals handling conciliation, and /or
arbitration independently; and/or
c. 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 cross- cultural 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 or from accessing the securities market, has been passed by
the Board or any other regulatory authority;
Page 26 of 29
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
competent jurisdiction; and
g. 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 and fortitude 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 and Arbitrator;
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/their duties 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 the relevant 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, including from NISM;
ix. Endeavour to pass arbitral award expeditiously and within prescribed
time;
x. Pass reasoned and detailed arbitral awards; and
xi. Maintain confidentiality with respect to the proceeding and its
associated recordings and only disclose confidential information as
required by law or Courts of competent jurisdiction or legal authority.
Page 28 of 29
Annexure I
List of circulars consolidated by the Master Circular
Sl Reference Number of Date Subject of the Circular
No. Circular
1 SEBI/HO/OIAE/OIAE_IAD- Jul 31, Online Resolution of
1/P/CIR/2023/131 2023 Disputes in the Indian
Securities Market
2 SEBI/HO/OIAE/OIAE_IAD- Aug 04, Corrigendum cum
1/P/CIR/2023/135 2023 Amendment to Circular
dated July 31, 2023 on
Online Resolution of
Disputes in the Indian
Securities Market
3 SEBI/HO/OIAE/OIAE_IAD- December Amendment to Circular
3/P/CIR/2023/191 20, 2023 dated July 31, 2023 on
Online Resolution of
Disputes in the Indian
Securities Market
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