The Supreme Court on Tuesday dismissed Reliance Industries Limited’s (RIL) appeal challenging the Securities Appellate Tribunal (SAT) order that affirmed a ₹30-lakh penalty imposed by SEBI on the company’s compliance officers for failure to promptly disclose information relating to Facebook’s proposed investment in Jio Platforms. A Bench of CJI Surya Kant and Justice Joymalya Bagchi held that the findings of SEBI and SAT involved pure questions of fact and raised no substantial question of law warranting interference.

The penalty stemmed from SEBI’s conclusion that details of the Jio–Facebook transaction reported by Reuters and the Financial Times on March 24, 2020 constituted unpublished price sensitive information (UPSI) that RIL was obliged to disseminate promptly under Principle 4 of Schedule A of the PIT Regulations, 2015. SAT had upheld SEBI’s view that negotiations were at an advanced and concrete stage by late February 2020, and that media leaks could not be treated as “generally available information” unless clarified by the company.

Appearing for RIL, Senior Advocate Ritin Rai argued that no binding contract existed at the time of the media reports; the parties were still engaged in due diligence, operating under a confidential, non-binding term sheet, and therefore the information lacked the “credible and concrete” character required to constitute UPSI. He emphasised that Principle 1 (concerning selective disclosure) was not invoked in SEBI’s show-cause notice or the SAT judgment, and that the case rested solely on Principle 4, making the disclosure obligation inapplicable in the absence of finality in the transaction.

The Court, however, declined to revisit the factual determinations of SEBI and SAT, leaving the penalty undisturbed.