Delhi High Court Stays ROC Penalty Orders Against against Microsoft CEO Satya Nadella

The Delhi High Court has stayed the operation of penalty orders passed against LinkedIn Technology Information Private Limited and its directors in proceedings relating to alleged violations of Sections 89 and 90 of the Companies Act, 2013. Justice Anish Dayal issued notice in the writ petition filed by LinkedIn Technology Information Pvt. Ltd. and others challenging the orders passed by the Registrar of Companies (ROC) and the Regional Director, Northern Region.

The petition challenged the order dated 27.02.2026, passed by the Regional Director, dismissing the appeal filed against the adjudication order dated 22.05.2024, passed by the Registrar of Companies. The ROC had imposed penalties alleging non-compliance with disclosure requirements relating to beneficial interest and Significant Beneficial Ownership (SBO) under Sections 89 and 90 of the Companies Act, 2013.

Appearing for the petitioners, Senior Advocate Gopal Subramanium submitted that the declarations required under Sections 89 and 90 had already been filed on 29.01.2024. It was argued that the ROC travelled beyond the scope of the statutory provisions while determining the entities and individuals allegedly falling within the SBO disclosure framework.

The petitioners further contended that the ROC improperly relied upon disclosures made before the United States Securities & Exchange Commission (SEC) by the Chief Executive Officer of Microsoft Corporation. According to the petitioners, disclosures made under the US regulatory framework were distinct from the disclosure obligations applicable under the Indian Companies Act in relation to significant beneficial owners. The Court pointed out that, “The disclosure made before the United States SEC are different and distinct from those applicable to the Significant Beneficial Owners [SBOs] under the Indian statute.”

It was also submitted that all petitioners had been roped into the penalty proceedings despite there being no requirement for them to make declarations under Sections 89 and 90 of the Companies Act.

The High Court noted the submissions advanced on behalf of the petitioners and observed that no instructions had been received on behalf of the respondents at that stage. Considering the matter, the Court deemed it appropriate to stay the operation of both the adjudication order passed by the ROC and the appellate order passed by the Regional Director till the next date of hearing.

“This Court deems it fit to stay the operation of impugned orders till the next date of hearing.”

Notice was accepted on behalf of the respondents, who were granted eight weeks’ time to file their reply. The matter has been listed for further hearing on 06.10.2026.

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