This regulatory filing provides a comprehensive update on the long-standing legal matter between Reliance Industries Limited (RIL) and SEBI regarding trading in RPL scrip.

Case Background

The matter originated from a SEBI order dated March 24, 2017, where the Whole-time Member of SEBI found that RIL "acted in a fraudulent manner while dealing in RPL scrip" and violated Section 12A of the SEBI Act, 1992 along with regulations 3, 4(1) and 4(2)(e) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (PFUTP Regulations). The order also cited violations of SEBI circular no. SMDRP/DC/CIR-10/01 dated November 2, 2001 and NSE circular no. NSE/CMPT/2982 dated November 7, 2001.

The original SEBI directions included: (i) prohibiting RIL from dealing in equity derivatives in the Futures & Options segment of stock exchanges, directly or indirectly, for one year from the order date; and (ii) requiring RIL to disgorge ₹447.27 crore along with interest at 12% per annum from November 29, 2007 until payment.

Appellate History

RIL appealed the SEBI order to the Securities Appellate Tribunal (SAT), which dismissed the appeal by a majority order (2:1) on November 5, 2020. SAT directed RIL to pay the disgorged amount within 60 days from the order date.

RIL then appealed to the Supreme Court, which admitted the appeal. On December 17, 2020, the Supreme Court directed RIL to deposit ₹250 crore in the Investors' Protection Fund, subject to the final outcome of the appeal, and stayed recovery of the balance amount including interest pending the appeal. RIL complied with this order.

In a parallel proceeding, the adjudicating officer of SEBI (AO) issued an order on January 1, 2021, holding that RIL's trading actions in RPL scrip were "manipulative/deceptive transactions" and prima facie covered under the definition of 'fraud' under PFUTP Regulations. The AO imposed a penalty of ₹25 crore, which RIL deposited. SAT, in its order dated December 4, 2023, did not interfere with the AO's order since the matter was already covered by its earlier November 5, 2020 decision. RIL filed an appeal against this SAT order in the Supreme Court.

Supreme Court Judgment

The Supreme Court delivered its judgment on May 29, 2026, in both civil appeals, with the following key findings:

  • Held that 'fraud' under the PFUTP Regulations was not made out against RIL in this matter
  • Found that SAT, in its majority judgment, committed an "egregious error" in its finding on 'fraud' under regulations 3 and 4 of the PFUTP Regulations
  • Set aside the impugned judgment and order passed by SAT regarding the finding on 'fraud' under PFUTP Regulations
  • Held that RIL violated disclosure requirements under the 2001 SEBI Circular regarding position limits and is liable to be penalized under the 2001 SEBI Circular and 2001 NSE Circular
  • Concurred with SAT's observations regarding the penalty levied on RIL for these violations

Financial Impact

RIL has already paid/deposited the following amounts:

  • ₹250 crore deposited in Investors' Protection Fund per Supreme Court's December 17, 2020 order
  • ₹25 crore penalty imposed by SEBI's adjudicating officer, which was deposited by RIL

The disclosure is made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.