Description

SEBI imposes penalty on Foreign Portfolio Investor Samena Special Situations Mauritius for violating FPI Regulations by delaying intimation of share class additions/deletions and beneficial owner information.

Summary

SEBI issued an adjudication order (Order/JS/VC/2025-26/31828) against Samena Special Situations Mauritius, a Foreign Portfolio Investor (FPI), for violating regulation 22(1)(c) of SEBI FPI Regulations, 2019. The FPI failed to timely intimate its Designated Depository Participant (Standard Chartered Bank) about material changes including addition/deletion of share classes and updated beneficial owner information. The examination covered the period from December 13, 2023 to March 05, 2024, following a reference from the DDP on March 13, 2024 regarding delays in reporting through the SI Portal.

Key Points

  • Adjudication proceedings initiated under Section 15-I of SEBI Act, 1992
  • Noticee: Samena Special Situations Mauritius (PAN: AAOCS5502Q, SEBI Reg. No. INMUFP080816)
  • Violation: Delay in intimation of Type I material changes (share class additions/deletions and beneficial owner details)
  • Examination Period: December 13, 2023 to March 05, 2024
  • DDP (Standard Chartered Bank) reported the delay on March 13, 2024 as part of monthly compliance reporting
  • Noticee had previously declared maintenance of segregated portfolio for separate share classes in November 2016
  • Last beneficial owner declaration made on December 28, 2020

Regulatory Changes

No new regulatory changes introduced. This order enforces existing provisions of:

  • Regulation 22(1)(c) of SEBI (Foreign Portfolio Investors) Regulations, 2019
  • Clause 14(i) of Part A of Master Circular No. SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024
  • Clause 12(i) of Part A of Master Circular

Compliance Requirements

  • FPIs must promptly intimate DDPs of all material changes including:
    • Addition or deletion of share classes (Type I change)
    • Updated beneficial owner information
    • Changes in segregated portfolio structure
  • Intimation must be made through SI Portal in accordance with Master Circular timelines
  • DDPs are required to report delays in FPI compliance through monthly reporting to SEBI
  • FPIs maintaining segregated portfolios must ensure each share class remains broad-based and updates are communicated timely

Important Dates

  • November 24, 2016: Noticee declared maintenance of segregated portfolio for share classes
  • December 28, 2020: Last beneficial owner declaration made by Noticee
  • December 13, 2023: Effective date of share class addition (start of examination period)
  • March 05, 2024: Date of intimation to DDP (end of examination period)
  • March 13, 2024: DDP reported delay to SEBI
  • August 11, 2025: Adjudicating Officer appointed
  • September 02, 2025: Show Cause Notice issued (Ref. No. SEBI/HO/EAD-2/JS/VC/23562/2025)

Impact Assessment

Market Impact: Minimal - This is an entity-specific enforcement action with no broader market implications.

Operational Impact: Reinforces existing compliance obligations for FPIs regarding timely disclosure of material changes. Serves as reminder to all FPIs to maintain updated records with DDPs and ensure prompt reporting of Type I changes including share class modifications and beneficial owner updates.

Investor Impact: No direct impact on investors. Highlights importance of transparency in FPI structures and beneficial ownership disclosure framework.

Precedent Value: Demonstrates SEBI’s continued monitoring of FPI compliance through DDP monthly reporting mechanism and willingness to initiate adjudication for procedural violations even when delays are detected through routine surveillance.

Impact Justification

Entity-specific adjudication order for procedural violation by single FPI. No market-wide impact or policy changes. Limited to compliance enforcement against one foreign investor.