CIRCULAR
SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 November 07, 2022
To
All Companies whose securities are listed on SEBI recognized Stock Exchanges
(Through the Stock Exchanges)
All Intermediaries registered with SEBI (Through the Stock Exchanges for Stock Brokers,
Depositories for Depository Participants, AMFI for Mutual Funds and Asset Management
Companies)
All recognized Stock Exchanges
All Depositories
Association of Mutual Funds in India (AMFI)
All Investor Associations
All Investors
Dear Sir/Madam,
Subject: Master Circular on the redressal of investor grievances through the SEBI
Complaints Redress System (SCORES) platform
1. SEBI launched a centralized web based complaints redress system ‘SCORES’ in
June 2011. The purpose of SCORES is to provide an administrative platform for
aggrieved investors, whose grievances, pertaining to the securities market, remain
unresolved by the concerned listed company, registered intermediary or recognized
market infrastructure institutions (MIIs).
2. SEBI had been receiving inputs from listed companies, registered intermediaries and
recognised MIIs that such investor grievances may be resolved faster if these
grievances are taken up directly with the entity concerned at the first instance.
Accordingly, it is now mandatory for investors to first take up their grievances for
redressal with the entity concerned, through their designated persons/officials who
handle issues relating to compliance and redressal of investor grievances. In case,
the entity concerned fails to redress the complaint within the timeline provided herein,
the investor may then file their complaint in SCORES.
3. The investors may contact the Investor Associations (IAs) recognized by SEBI for any
assistance in filing complaints on SCORES. The list of IAs are available on SEBI
website (www.sebi.gov.in). Investors may also seek assistance in filing complaints on
SCORES from SEBIs toll free helpline number 1800 266 7575 or 1800 22 7575.
4. Investors who wish to lodge a complaint on SCORES (complainant) are required to
register themselves on www.scores.gov.in by clicking on “Register here” under the
“Investor Corner”. While filing the registration form, details like Name of the investor,
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Permanent Account Number (PAN), contact details, email id, Aadhaar card
number(optional), Central KYC (CKYC) ID (optional) etc. are required to be provided
for effective communication and speedy redressal of the grievances. Upon successful
registration, a unique user id and a password shall be generated and communicated
through an acknowledgement email to the complainant.
5. The complainant may use SCORES to submit the complaint or grievance directly to
the listed companies / intermediaries / MIIs for resolution. Such a complaint is called
a “Direct Complaint” and shall be redressed by the entity within 30 days without any
intervention of SEBI, failing which the complaint shall be registered on SCORES.
Thereafter, SEBI shall take it up with the entity concerned.
6. In order to enhance ease, speed and accuracy in the redressal of grievance, the
complaint shall be lodged on SCORES within one year from the date of cause of
action, where;
i. the complainant has approached the listed company or registered
intermediary / MII, as the case may be, for redressal of the complaint
and,
ii. The concerned listed company or registered intermediary/ MII has
rejected the complaint or,
iii. The complainant has not received any communication from the
concerned listed company or the registered intermediary / MII or,
iv. The complainant is not satisfied with the reply received or the redressal
action taken by the concerned listed company or an intermediary / MII
7. SEBI reserves its right to reject a complaint lodged on SCORES, if the date of cause
of action is more than one-year-old and/or the complainant has not taken up the
complaint with the concerned entity prior to the said date.
8. To enhance investor satisfaction on complaint redressal, a one-time ‘Review’ option
is also available under SCORES wherein a complainant, if not satisfied with the extent
of redressal of grievance by the concerned listed company/ intermediary/ MII, opts for
review of the extent of the redressal, within 15 days from the date of closure of the
complaint on SCORES. Thereafter, the complaint shall be escalated to the supervising
official of the dealing officer of SEBI.
9. The following types of complaints shall not be dealt through SCORES:
i. Complaints against companies which are unlisted/delisted and companies on
Dissemination Board of Stock Exchanges (except complaints on valuation of
securities).
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ii. Complaints relating to cases pending in a court or subject matter of quasi-judicial
proceedings, etc.
iii. Complaints falling under the purview of other regulatory bodies such as Reserve
Bank of India, (RBI), Insurance Regulatory and Development Authority of India
(IRDAI), Pension Fund Regulatory and Development Authority of India (PFRDAI),
Competition Commission of India (CCI), or complaints falling under the purview
of other ministries.
iv. Complaints against a company under resolution under the relevant provisions of
the Insolvency and Bankruptcy Code, 2016 (IBC).
v. Complaints against the companies where the name of company is struck off from
Register of Companies (RoC) or a vanishing company as published by MCA.
vi. Liquidated Companies or companies under liquidation.
A. SCORES Authentication for intermediaries and MIIs
10. The procedure for generation of SCORES user id and password is fully automated for
all new SEBI registered intermediaries and MIIs who got registered/ recognised with /
by SEBI after August 02, 2019. SCORES user id and password details shall be sent
through auto-generated e-mails, upon completion of process of online grant of
registration by SEBI.
11. The SCORES user id and password details shall be sent to the e-mail id of the Contact
Person/Compliance Officer as provided in the online Registration Form (submitted
through the SEBI Intermediaries Portal – https://siportal.sebi.gov.in).
12. Stock Brokers and Depository Participants are not required to obtain SCORES
authentication since complaints against these intermediaries shall continue to be
routed through the platforms of the concerned Stock Exchange/Depository.
B. SCORES Authentication for companies intending to list their securities on
SEBI recognized stock exchanges
13. An online mechanism for obtaining SCORES credentials for all “companies intending
to list their securities on SEBI recognized stock exchanges” was introduced on
October 14, 2021. The online form can be accessed on the SCORES website
www.scores.gov.in . This has been done as part of SEBI’s green initiative and to
streamline the redressal of investor grievances against companies before listing.
14. An Instruction document has been provided along with the Online Form. Companies
are encouraged to go through the ‘Instruction document’ before filling up and
submitting the online form on the SCORES website.
15. Companies shall attach a declaration, with the online form, on the letter head of the
company signed by the Compliance Officer, as under
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i. Companies intending to list on Main Board: A Declaration that the DRHP has
been submitted with SEBI.
ii. Companies intending to list on SME/Debt Platform of stock exchange: A
Declaration that an application to list its securities has been submitted with the
stock exchange/in-principal approval to list its securities has been obtained from
the stock exchange.
16. The SCORES credentials shall be sent to the e-mail id of the Compliance
Officer/Dealing Officer as provided in the online form.
17. Complaints against listed companies can be processed by companies in-house or
through its Registrar to Issue and Share Transfer Agent (RTI/STA). In case the
complaints are processed by the RTI/STA on behalf of the listed company, any failure
on the part of the RTI/STA to redress the complaints or failure to update Action Taken
Report (ATR) in SCORES, will be treated as failure of the listed company to furnish
information to SEBI and non redressal of investor complaints by the listed company.
18. The listed companies/ intermediaries/ MIIs, as the case may be, will be allowed to
change/ update their primary e-mail address in SCORES where all notifications
related to SCORES complaints are sent, on their own.
C. Handling of complaints by stock exchanges against certain listed
companies.
19. From September 01, 2020 onwards, stock exchanges are the first recourse for certain
categories of complaints against listed companies as provided in Annexure-1. The
procedure and actions mentioned below shall only be applicable for those categories
of complaints.
20. Upon receipt of the complaint through SCORES, the Designated Stock Exchange
(DSE) shall take up the complaint with the company. The company is required to
redress the complaint and submit an ATR to DSE within 30 days from the date of
receipt of such complaint.
21. In case the ATR is not submitted by the company within 30 days or the DSE is of the
opinion that the complaint is not adequately redressed and the complaint remains
pending beyond 30 days, a reminder shall be issued by the DSE to the listed company
through SCORES, directing expeditious redressal of the grievance within another 30
days.
22. On being adequately satisfied with the response of the company with respect to the
complaint, the DSE shall submit an ATR to SEBI.
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23. For any failure to redress investor grievances pending beyond 60 days by listed
companies, DSE shall initiate appropriate action against the listed company as
detailed below.
D. Action for failure to redress investor complaints by such listed companies:
24. DSE shall levy a fine of Rs. 1000 per day per complaint on the listed company for
violation of Regulation 13 (1) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (LODR Regulations) read with SEBI circular no.
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated 22 January, 2020.
25. Fines shall also be levied on companies which are suspended from trading on the
stock exchanges.
26. DSE shall issue a notice intimating the listed company about the levy of fines while
also directing it to submit ATRs on the pending complaints and payment of the fines
within 15 days from the date of such notice.
27. In case the listed company fails to redress the grievances and/or pay fine levied within
15 days from the date of such notice, the concerned DSE shall issue notices to the
promoter(s) of such listed company, to ensure submission of ATRs on the pending
complaints and payment of fines by the listed company within 10 days from the date
of such notice.
28. In case the listed entity fails to comply with the aforesaid requirement and/ or pay fine
levied within the stipulated period as per the notices, the DSE shall forthwith intimate
the depositories to freeze the entire shareholding of the promoter(s) in such listed
company as well as all other securities held in the demat account of the promoter(s).
29. The depository(ies) shall immediately freeze such demat accounts and also intimate
the promoter(s) about the details of non-compliances resulting in freezing of their
demat accounts.
30. In case the listed entity fails to pay the fine or resolve the complaint despite receipt of
the notice as stated above, the DSE may initiate other action as deemed appropriate.
31. While issuing the aforementioned notices, the DSE shall also send intimation to other
recognized stock exchange(s) where the shares of such company are listed.
32. Upon exhaustion of all options as mentioned hereinabove, and if the number of
pending complaints exceed 20 or the value involved in such complaints is more than
Rs.10 lakhs, stock exchanges shall forward all the complaints against such listed
companies to SEBI for further action, if any.
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33. Stock exchanges may deviate from the above procedure and actions (Para 24-32), if
found necessary, only after recording reasons in writing.
34. Stock exchanges shall intimate SEBI through SCORES about all actions taken against
the listed company for non-resolution of the complaints and non-payment of fines.
35. The time-line for handling complaints along with timelines on the actions to be taken
by stock exchanges for non-resolution of investor grievances is provided in Annexure-
2.
36. The fine shall be computed and levied on a monthly basis during the non-compliance
period.
37. Amount of fine shall continue to accrue till the date of filing of ATR to the effect of
redressal of grievance by the company or till the company is compulsorily delisted,
whichever is earlier.
E. Action after redressal of investor grievance by such listed companies:
38. Company will be treated as compliant if it has redressed the complaints and has paid
the levied fines (if any).
39. In case the promoters’ shareholding is frozen by the DSE, an intimation shall be given
to the depositories to unfreeze the promoters’ holdings from the date of such
compliance.
40. In case the listed company has redressed the complaint but has not paid the accrued
fines, the DSE shall stop levying further fines. However, the promoters’ shareholdings
shall remain frozen till the payment of accrued fines.
41. If the company has not redressed the investor’s complaint but has paid the accrued
fines, the Exchange shall continue to levy the fines and may initiate action as deemed
appropriate.
42. The DSE shall take necessary steps to implement the provisions of this circular. The
DSE shall disclose on their website the action(s) taken against the listed companies
regarding non-redressal of grievances, amount of fine levied, details regarding the
freezing of promoter(s) holding, compliance status of this circular etc.
43. The above provisions are without prejudice to the power of SEBI to take action under
the securities laws.
44. The DSE may keep in abeyance the action against any noncompliant entity or
withdraw the action in specific cases where specific exemption from compliance with
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the requirements under the LODR Regulations/moratorium on enforcement
proceedings has been provided for under any Act, Court Tribunal etc.
F. Other general provisions regarding investor grievance redressal
45. All listed companies, intermediaries and MIIs shall review their investors grievances
redressal mechanism from time to time so as to further strengthen it and rectify the
existing shortcomings, if any. The listed companies, SEBI registered intermediaries
and SEBI recognized MIIs to whom complaints are forwarded through SCORES, shall
take immediate efforts on receipt of a complaint from the complainant within thirty days
of receipt of such complaint. The listed companies, intermediaries and MIIs shall keep
the complainant duly informed of the action taken thereon.
46. The listed companies, intermediaries and MIIs shall update the ATR along with
supporting documents, if any, electronically in SCORES. ATR in physical form is not
required to be sent to SEBI. The proof of dispatch of the reply of the listed company /
intermediary/ MII to the complainant should be uploaded on SCORES and preserved
by the listed company / intermediary/ MII, for future reference.
47. Action taken by the listed companies, intermediaries and MIIs will not be considered
as complete if the relevant details/ supporting documents are not uploaded on
SCORES and consequently, the complaints will be treated as pending.
48. A complaint shall be treated as resolved/disposed/closed only when SEBI
disposes/closes the complaint in SCORES. Hence, mere filing of ATR by a listed
company or intermediary or MII with respect to a complaint will not mean that the
complaint is not pending.
49. Failure by any listed company, intermediary or MII to obtain the SCORES user ID and
password would not only be deemed as non-redressal of investor grievances but also
be deemed to be wilful avoidance of the same by such entity. Failure by listed
companies, intermediaries and MIIs to file ATR on SCORES within the stipulated
timelines shall not only be treated as failure to furnish information to SEBI but shall
also be deemed to constitute non-redressal of investor grievance.
50. All companies whose securities are listed on recognized Stock Exchanges,
intermediaries registered with SEBI and MIIs recognized by SEBI are advised to
comply with this Circular.
51. Stock Exchanges, Depositories and the Association of Mutual Funds of India (AMFI)
are also advised to bring the provisions of this Circular to the notice of all Listed
Companies, registered Stock-Brokers, Depository Participants and Asset
Management Companies respectively and also to disseminate the same on their
websites. Further, the Stock Exchanges, Depositories and AMFI should also arrange
for adequate publicity of this Circular.
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52. This Circular rescinds the following circulars/directions issued by SEBI till date on the
subject matter and shall come into force from the date of its issue:
i. Circular no.CIR/OIAE/1/2014 dated December 18, 2014
ii. Circular no.SEBI/HO/OIAE/IGRD/CIR/P/2018/58 dated March 26, 2018
iii. Circular no.SEBI/HO/OIAE/IGRD/CIR/P/2019/86 dated August 02, 2019
iv. Circular no.SEBI/HO/OIAE/IGRD/CIR/P/2020/152 dated August 13, 2020
v. Circular no.SEBI/HO/OIAE/IGRD/CIR/P/2020/208 dated October 22, 2020
vi. Circular no.SEBI/HO/OIAE/IGRD/CIR/P/2021/542 dated October 14, 2021
53. Notwithstanding such rescission,
a. anything done or any action taken or purported to have been done or taken under
the rescinded circulars, prior to such rescission, shall be deemed to have been
done or taken under the corresponding provisions of this Master Circular;
b. any application made to the Board under the rescinded circulars, prior to such
rescission, and pending before it shall be deemed to have been made under the
corresponding provisions of these regulations;
c. the previous operation of the rescinded circulars or anything duly done or
suffered thereunder, any right, privilege, obligation or liability acquired,
accrued or incurred under the rescinded circulars, any penalty, incurred in
respect of any violation committed against the rescinded 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 rescinded circulars has never been rescinded;
54. 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.
55. This Circular is available on SEBI website at www.sebi.gov.in.
Yours faithfully,
Vandana Rajesh Kumar
Deputy General Manager
Investor Grievance Redressal Division
Office of Investor Assistance and Education
Tel No. 022 26449646
Email id - vandanak@sebi.gov.in
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Annexure-1
(to SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 07, 2022)
Nature of complaints for which the circular is applicable
1. Non updation of address /Signature or Corrections etc
2. Non-receipt of Bonus
3. Non receipt of Dividend
4. Non receipt duplicate debt securities certificate
5. Non-receipt of duplicate share certificate
6. Non receipt of fractional entitlement
7. Non receipt of interest for delay in dividend
8. Non receipt of interest for delay in payment of interest on debt security
9. Non receipt of interest for delay in redemption proceeds of debt security
10. Non receipt of interest for delay in refunds
11. Non receipt of interest on securities
12. Non receipt of redemption amount of debt securities
13. Non receipt of refund in Public/ Rights issue
14. Non receipt of Rights Issue form
15. Non receipt of securities after conversion/ endorsement/ consolidation/ splitting
16. Non receipt of securities after transfer
17. Non receipt of securities in public/ rights issue
18. Non receipt of shares after conversion/ endorsement/ consolidation/ splitting
19. Non receipt of shares after transfer
20. Non receipt of shares after transmission
21. Non receipt of shares in public/ rights issue (including allotment letter)
22. Non-receipt of interest for delay in dispatch/credit of securities
23. Receipt of refund/ dividend in physical mode instead of electronic mode
24. Receipt of shares in physical mode instead of electronic mode
25. Demat/Remat
26. Complaints of any other nature as may be informed from time to time
However, the stock exchanges shall not handle the following type of complaints and
forward the complaints as directed below:-
Sl. Grievances Pertaining to Process for handling
No. complaints
1. a. Deposits u/s 73 & 74 of Companies Act, 2013 Forward the complaint
b. Complaint against Nidhi Companies. to MCA under
c. All matters as delegated under overriding powers intimation to
under Companies Act 2013 Complainant.
d. Complaints pertaining to dividend and securities
transferred to IEPF
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Sl. Grievances Pertaining to Process for handling
No. complaints
2. Pension funds Forward the complaint
to Pension Fund
Regulatory and
Development Authority
(PFRDA) under
intimation to
Complainant.
3. Monopoly and anti-competitive practices Forward the complaint
to Competition
Commission of India
(CCI) under intimation
to Complainant.
4. Chit Funds Request complainant
to approach Registrars
of Chit Funds of the
concerned state
5. Insurance Companies /Brokers/ Agents/products and Forward the complaint
Service to Insurance
Regulatory and
Development Authority
of India (IRDAI) under
intimation to
Complainant
6. Housing Finance Companies Request complainant
to approach National
Housing Bank (NHB)
and RBI
7. a. Companies where moratorium order is passed Request complainant
against the company in winding up/ insolvency to approach NCLT or
proceedings. the official liquidator
b. Companies under liquidation and official liquidator
has been appointed
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Annexure-2
(to SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 07, 2022)
Timelines for handling of complaints and actions in case of non-compliances
Sr Activity No of
No. calendar
days
1. Complaint handling:
a. Complaint received in SCORES by the listed company T
b. Response to be obtained from Listed Company Within T+30
c. If no response received, alert to Listed company in the form of T+31
reminder for non-redressal of complaint
d. Response to be obtained from Listed Company Within T+60
2. Action in case of non-compliances:
a. Notice to Listed company intimating the fine @ Rs. 1000/- per T+61
day, per complaint to be levied for not resolving the complaints
within 60 days
b. Notice to Promoters for non-resolution of complaints and non- T+76
payment of fine to the stock exchange.
c. Freezing of promoters shareholdings (i.e. entire shareholding T+86
of the promoter(s) in listed company as well as all other
securities held in the demat account of the promoter(s)) in
demat account.
d. Stock exchanges may take any other actions, as deemed
appropriate.
e. Once Stock exchange has exhausted all options and yet the
number of pending complaints exceed 20 or the value involved
is more than Rs. 10 lakhs, the Exchange to forward the details
of such Listed companies to SEBI for further action, if any
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