Supreme Court refuses to set aside SEBI's ₹30 lakh penalty on Reliance Industries over Jio-Facebook deal media leak

The Supreme Court on Tuesday dismissed an appeal by Reliance Industries Limited (RIL) against an order of the Securities Appellate Tribunal (SAT) that upheld a ₹30 lakh penalty imposed on two of its compliance officers for failing to make timely disclosures related to the Facebook-Reliance Jio deal. (Reliance Industries Limited v. SEBI).A Bench of Chief Justice of India Surya Kant and Justice Joymalya Bagchi held, "The issue dealt with by SEBI and SAT are substantially a question of fact, giving rise to no substantial question of law to be considered by court.".The dispute arises from the Securities and Exchange Board of India (SEBI) order dated June 20, 2022 imposing a ₹30 lakh penalty on RIL and two of its compliance officers - Savithri Parekh and K Sethuraman - for an alleged violation of Principle 4 of Schedule A to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). SEBI held that RIL failed to promptly and transparently disseminate unpublished price sensitive information (UPSI) relating to Facebook’s proposed investment in Jio Platforms Limited after the details appeared in international media in March 2020. .According to SEBI, negotiations between RIL and Facebook had advanced through late 2019 and early 2020, culminating in a non-binding term sheet on March 4, 2020 and active due diligence thereafter. The companies eventually signed binding transaction documents on April 21, 2020, and RIL formally announced the ₹43,574-crore investment on April 22, 2020. However, on March 24, 2020, Reuters, Financial Times and other media outlets reported that Facebook was close to acquiring a 10% stake in Jio -news that caused RIL’s share price to rise sharply..SEBI alleged that once details of the proposed deal surfaced in the media during the UPSI period, RIL was required under Principle 4 of Schedule A to promptly disseminate accurate information to ensure that all investors had equal access to material facts. RIL responded that at the time, Regulation 30(11) of the SEBI LODR Regulations - governing verification of market rumours - was discretionary and the company was not bound to confirm or deny speculative reports unless directed by the stock exchanges. It also argued that the information was neither “concrete” nor “credible” until the execution of binding documents, and therefore was not UPSI requiring immediate disclosure..On May 2, 2025, the SAT rejected RIL’s challenge and upheld SEBI’s findings. The Appellate Tribunal held that the deal information had already reached a credible and concrete stage by late February 2020, that market reaction demonstrated its price sensitivity and that media leaks did not make the information “generally available” unless authenticated by the company. SAT concluded that RIL was obligated to issue a clarificatory disclosure once the leak occurred, and affirmed the penalty..Senior Advocate Ritin Rai appeared for RIL with Advocate Sasi Prabhu. .Follow Bar and Bench channel on WhatsAppDownload the Bar and Bench Mobile app for instant access to the latest legal news.