Embassy Group calls REIT petition ‘recycled claim’; Bombay HC grants SEBI 6 weeks to examine representations

The company maintained that similar challenges concerning Embassy-linked businesses had previously been unsuccessful before multiple judicial forums, including proceedings relating to WeWork India before the Bombay High Court. According to the Embassy Group, earlier petitions had been dismissed, costs were imposed in one matter, the bona fides of petitioners were questioned by the Court, another challenge was withdrawn unconditionally, and a related appeal was dismissed by the Supreme Court at the admission stage.

Embassy Group further contended that the present petition was a “recycled claim dressed up as a fresh proceeding” despite prior judicial findings and recent amendments to the SEBI REIT Regulations relating to the “fit and proper” framework. While noting that the matter remains pending before the Court, the company alleged that the proceedings were part of a coordinated effort intended to harm the reputation of Embassy Group, Embassy REIT and WeWork India.

The response came after a Division Bench of Justices R I Chagla and Farhan P Dubash recorded SEBI’s statement that it was examining representations submitted by petitioner Chayan Upadhyay regarding whether Respondent including Embassy Property Developments Pvt Ltd, its Directors satisfy the “fit and proper person” criteria under the SEBI (Real Estate Investment Trusts) Regulations, 2014, read with Schedule II of the SEBI (Intermediaries) Regulations.

Senior Advocate Shiraz Rustomjee, appearing for SEBI, informed the Court that the regulator was already examining the petitioner’s representations and sought six weeks’ time to complete the exercise. Accepting the request, the Bench granted SEBI six weeks and directed that the matter be listed for further directions on July 29, 2026.

The High Court’s order does not record any findings on the merits of the allegations raised in the petition and merely notes SEBI’s statement that the representations are under consideration.

The respondents in the petition include SEBI, Embassy Office Parks REIT, Embassy Office Parks Management Services Private Limited, Axis Trustee Services Limited, Embassy Property Developments Private Limited, Jitendra Mohandas Virwani and Karan Jitendra Virwani.

According to the petition, Upadhyay, who describes himself as a unitholder of Embassy Office Parks REIT, has sought regulatory scrutiny of whether Embassy Property Developments Private Limited and its promoters satisfy the “fit and proper person” requirements prescribed under the REIT and Intermediaries Regulations.

The petition states that certain entities and individuals associated with the sponsor group have faced criminal proceedings and chargesheets in connection with alleged economic offences and contends that these developments warrant examination by SEBI under the applicable regulatory framework. It further claims that multiple representations seeking regulatory action were submitted to the market regulator, but no final decision was communicated, leading to the filing of the present writ petition.

According to the complainant, the concerns raised regarding Virwani are based on facts stated to be available in the public domain and relate to his role in managing a REIT with assets worth approximately ₹40,000 crore. Referring to proceedings initiated by the Enforcement Directorate in 2021 against Virwani and Embassy Property Developments Pvt. Ltd., the complainant has sought clarity on whether the applicable regulatory requirements were duly considered and complied with by the regulator.

Senior advocate Birendra Saraf appeared for the petitioner, while Shiraz Rustomjee represented SEBI. The remaining respondents were represented through separate counsel. The matter will next be taken up on July 29, after SEBI completes its examination of the representations.