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SC dismisses Reliance’s plea against Rs 30 lakh fine imposed by Sebi over ‘delay’ in disclosing Jio-Facebook deal

The Securities and Exchange Board of India (Sebi) had imposed the penalty on Reliance Industries Ltd and two of its officers in June 2022.

3 min readNew DelhiUpdated: Dec 2, 2025 01:58 PM IST

Principle No. 4 calls for “prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available” by listed companies.

The Supreme Court Tuesday dismissed an appeal by Reliance Industries Ltd and two of its compliance officers against a fine of Rs 30 lakh imposed by the Securities and Exchange Board of India (Sebi) in June 2022 for failing to promptly disclose a Facebook investment in Jio Platforms Ltd which was in the works then.

The bench of Chief Justice of India Surya Kant and Justice Joymalya Bagchi said, “In our considered view, the conclusion drawn by Sebi with respect to the violation of the 2015 regulation, whereby there is a statutory embargo on insider trading, we are satisfied that there is no case made out for interference.”

“That apart, the issue dealt with by the Sebi and Securities Appellate Tribunal (SAT) are substantially issues of fact giving rise to no substantial question of law for consideration by this Court,” it added while dismissing the appeal challenging the May 2, 2025 SAT order upholding Sebi’s decision.

Sebi had imposed the penalty on RIL and compliance officers Savithri Parekh, and K Sethuraman under Section 15I of the Sebi Act for violation of principle No. 4 of Schedule A read with Regulation 8(1) of Sebi (Prohibition of Insider Trading or PIT) Regulations, 2015 read with Regulation 30(11) of Sebi (Listing Obligations and Disclosure Requirements or LODR) Regulations, 2015.

Principle No. 4 calls for “prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available” by listed companies. Regulation 30(11) of LODR Regulations says the listed entity may, on its initiative also, confirm or deny any reported event or information to the stock exchange.

As per the facts of the case, RIL and Facebook Inc were in preliminary discussions of investments by Facebook in Jio Platforms Limited (JPL), a subsidiary of RIL. On September 30, 2019, RIL and Facebook executed a confidentiality and non-disclosure agreement and on March 4, 2020, executed a non-binding term-sheet.

During the period of negotiations and due diligence, on March 24, 2020, the Financial Times, London, published a news article which stated that “Facebook was close to signing a preliminary deal for a 10 per cent share in Reliance Jio.” This news with different headings was also published on the same day by Reuters, Economic Times, Business Today and Mint. The news contents were then published by other Indian media houses on the same day and the next day. Some of these articles reported that RIL had declined to comment on the matter.

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On April 18, 2020, the Board of Directors of RIL and JPL approved the execution of the transaction documents in connection with the investment by Facebook in JPL. On April 21, 2020, the definitive transaction documents of the Jio-Facebook deal were executed, and on April 22, 2020, RIL informed the stock exchanges about the Jio-Facebook deal.

Sebi issued a show-cause notice on December 22, 2021, for the alleged violations of PIT and LODR Regulations