18 五月 2021

Mere forwarding of WhatsApp messages as received when not amounts to sharing ‘unpublished price sensitive information’

The Securities Appellate Tribunal has held that mere ‘forwarded as received’ WhatsApp message circulated on a group regarding quarterly financial results of a Company, closely matching with the vital statistics, some time before the publication of the same, not amounts to an unpublished price sensitive information (‘UPSI’) under SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Tribunal noted that SEBI could not find out that the source of information was from the side of financial team, legal team or the audit team of the respective companies and that AO did not appreciate that the messages might have originated from the brokerage houses, or from the estimates found on the platform of Bloomberg which were floated and were in the public domain.

It also noted that there were numerous other messages of similar nature received and forwarded by the appellant which did not at all match with the published financial results.

Allowing the appeal, the SAT in Shruti Vora v. SEBI [Order dated 22 March 2021] observed that the SEBI failed to prove any preponderance of probabilities that the impugned messages were UPSI, that the appellants knew that it was UPSI and with the said knowledge they or any of them had passed the said information to other parties.

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