13 hrs ago
SEBI Defends Embassy REIT Fit-and-Proper Review Before Court
The Bombay High Court is examining complaints about whether people connected to Embassy REIT met regulatory standards.
SEBI said it reviewed the complaints using rules that were amended on April 16, 2026.
Those amended rules removed two provisions used by the petitioners.
SEBI said pending criminal cases do not automatically mean someone is not fit to hold a role.
It said none of the mentioned proceedings had resulted in a conviction.
SEBI did acknowledge that one disclosure did not specifically name Jitendra Virwani and Karan Virwani.
Embassy REIT later issued a correction after SEBI raised the issue.
SEBI sent advisory letters to the REIT’s Manager and Trustee.
The petitioners also want to see SEBI’s internal records, but SEBI says complainants do not have a right to inspect them.
SEBI told the Bombay High Court that its Embassy REIT examination found no disqualification under rules amended on April 16, 2026.
The amendment removed provisions relied on by petitioners and said pending chargesheets or prosecution complaints do not automatically establish a lack of fitness.
SEBI did not specifically state whether Jitendra Virwani and Karan Virwani were disqualified under the framework in force from November 17, 2021, to April 16, 2026.
The regulator acknowledged that an Economic Offences Wing chargesheet did not specifically name the two individuals in Embassy REIT disclosures, prompting a corrective announcement.
SEBI issued advisory letters to Embassy REIT’s Manager and Trustee on July 29, 2026, while opposing access to its internal regulatory records.
- Who
- SEBI, petitioners Chayan Upadhyay and Shashank Garg, and persons associated with Embassy Office Parks REIT, including Jitendra Virwani and Karan Virwani.
- What
- The Bombay High Court is considering challenges concerning the fit-and-proper status of Embassy REIT’s sponsor and directors, related disclosures, and SEBI’s examination.
- Where
- The Bombay High Court.
- When
- The relevant fit-and-proper criteria took effect on November 17, 2021; the provisions were amended on April 16, 2026; SEBI issued advisory letters on July 29, 2026.
- Why
- The petitions challenge issues concerning criminal proceedings, regulatory eligibility, and disclosures involving Embassy REIT.
Petitioners’ position
SEBI’s position
Applicable fit-and-proper rules
Petitioners’ position
The petitioners relied on provisions that were in force after November 17, 2021 and questioned whether the associated persons met the criteria during that period.
SEBI’s position
SEBI examined the complaints under the framework applicable when its examination was completed, after the April 16, 2026 amendment.
Effect of criminal proceedings
Petitioners’ position
The petitioners raised criminal proceedings involving Jitendra Virwani and Karan Virwani as relevant to their fit-and-proper objections.
SEBI’s position
SEBI said the pending proceedings did not by themselves establish a lack of integrity, particularly because none had resulted in a conviction.
Regulatory transparency
Petitioners’ position
The petitioners sought SEBI’s internal notes, correspondence, reports, and deliberations concerning the examination.
SEBI’s position
SEBI opposed disclosure, arguing that complainants or informants do not acquire a right to inspect its internal regulatory material.
Key facts
- Regulator
- Securities and Exchange Board of India (SEBI)
- Court
- Bombay High Court
- Relevant amendment
- April 16, 2026 amendment to Schedule II of the SEBI (Intermediaries) Regulations, 2008
- Petitioners
- Chayan Upadhyay and Shashank Garg
- Criminal proceedings
- SEBI referred to a CBI chargesheet, an Enforcement Directorate prosecution complaint, and an Economic Offences Wing chargesheet.
- Disclosure issue
- An EOW chargesheet was disclosed without specifically naming Jitendra Virwani and Karan Virwani.
- SEBI action
- Advisory letters were issued to Embassy REIT’s Manager and Trustee on July 29, 2026.
Sources
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