Delhi High Court stays MCA order penalising Microsoft CEO Satya Nadella, LinkedIn India

The Delhi High Court recently stayed an order issued by the Ministry of Corporate Affairs (MCA) penalising Microsoft CEO Satya Nadella, LinkedIn Chief Ryan Roslansky, LinkedIn India and several of its current and former directors for alleged failure to disclose "significant beneficial ownership" (SBO).

Justice Anish Dayal said that the stay would remain in operation till the next date of hearing of the case on October 6.

“Having appreciated the submissions advanced on behalf of petitioners, and there being no instructions on behalf of the respondents, this Court deems it fit to stay the operation of impugned orders till the next date of hearing. List on 06th October 2026,” the Court ordered. 

A Regional Director of the MCA had held that Nadella and others to be in violation of Section 90 of the Companies Act relating to disclosure of SBO.

The controversy arose from proceedings initiated by the Registrar of Companies (RoC) alleging that Nadella and others had failed to disclose themselves as significant beneficial owners in LinkedIn India. The findings of the RoC were subsequently affirmed by the Regional Director, MCA.

Nadella and others approached the High Court against the order, arguing that required declarations had already been filed on January 29, 2024 and that the RoC exceeded the scope of Sections 89 and 90 while interpreting the law.

It was argued that the RoC wrongly relied on disclosures made before the United States Securities and Exchange Commission (SEC) by Microsoft Corporation’s CEO. They added that disclosures made under US securities law are distinct from the SBO framework under Indian company law. 

All the petitioners were represented by Senior Advocate Gopal Subramanium, along with Luthra and Luthra Law Offices India Senior Partner Sanjay Kumar, Partner Abhishek K Singh, Managing Associate Saurabh Kumar and Associate Vedanshi Jalan.

The Union government and MCA were represented by Advocates Vikrant Nilesh Goyal, Varun Pratap Singh, Rattan Goyal, Yash Basoya, Inderpreet Singh and Kunal Dixit.

[Read Order]