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CDJ 2026 DHC 376
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| Court : High Court of Delhi |
| Case No : W.P. (C) 6677 of 2026 & CM. APPL. 32878 of 2026 (Stay) |
| Judges: THE HONOURABLE MR. JUSTICE ANISH DAYAL |
| Parties : Linkedin Technology Information Pvt. Ltd. & Others Versus Union of India & Others |
| Appearing Advocates : For the Petitioners: Gopal Subramanium, Sr. Adv., with Abhishek Kumar Singh, Saksham Chaturvedi & Vedanshi Jalan, Advocates. For the Respondents: Vikrant Nilesh Goyal, SPC, with Varun Pratap Singh, GP, a/w Rattan Goyal, Yash Basoya, Inderpreet Singh & Kunal Dixit, Advocates. |
| Date of Judgment : 15-05-2026 |
| Head Note :- |
Companies Act 2013 - Section 89 & Section 90 -
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| Summary :- |
1. Statutes / Acts / Rules Mentioned:
- Companies Act 2013
- Sections 89 and 90 of the Companies Act 2013
2. Catch Words:
- penalty
- declaration
- disclosure
- beneficial interest
- securities
- appeal
- stay
3. Summary:
The petition challenges two orders: the ROC’s order dated 22 May 2024 imposing a penalty for alleged violations of Sections 89 and 90 of the Companies Act 2013, and the Regional Director’s order dated 27 Feb 2026 dismissing the ROC’s appeal. The petitioners contend that their disclosures made on 29 Jan 2024 complied with the Indian provisions and that the ROC improperly relied on a U.S. SEC filing, which is unrelated to the Indian “Significant Beneficial Owners” requirements. They also argue that the ROC wrongly included all petitioners in the penalty despite no obligation to file such declarations. The Regional Director upheld the ROC’s order, prompting the petitioners to seek relief. The Court, having noted the submissions and in the absence of a respondent reply, stayed the operation of the impugned orders pending further hearing.
4. Conclusion:
Injunction Granted |
| Judgment :- |
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1. This petition has been filed assailing the order dated 27th February 2026 passed by the Regional Director, Northern Region [respondent no.3 herein], dismissing the appeal filed by the petitioners [Registered Company and it’s Directors], challenging the order dated 22nd May 2024 passed by the Adjudicating Officer/Registrar of Companies (ROC) [respondent no.2 herein]. The said order dated 27th February 2026 and order dated 22nd May 2024 are the “impugned orders” herein.
2. The ROC/respondent no.2 passed an order imposing penalty for violation under Sections 89 and 90 of the Companies Act 2013, in the matter of “LinkedIn Technology Information Private Limited”. Sections 89 and 90 of the Companies Act 2013, prescribe declarations and disclosures in respect of beneficial interest in any share held in an Indian company.
3. Mr. Gopal Subramanium, Senior Advocate appearing on behalf of petitioners, states that the declarations in question, which were in compliance with Sections 89 and 90 of the Companies Act 2013, were originally filed on 29th January 2024.
4. However, the ROC/respondent no.2 has gone beyond the scope and purview of the provisions of Sections 89 and 90 of the Companies Act 2013, and the mandate contained therein with regard to the entities/individuals falling within the ambit of such declaration.
5. Mr. Gopal Subramanium, Senior Advocate for petitioners, has pointed out that reliance has been placed by the ROC/respondent no.2 on the filing made before the Securities & Exchange Commission [‘SEC’] in the United States of America, appended as Annexure P-12 to the petition, by the Chief Executive Officer [CEO] of Microsoft Corporation. He submits 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.
6. Apart from this, the ROC/respondent no.2 has roped in all petitioners in the order imposing penalty, despite there being no occasion for petitioners to make a declaration under Sections 89 and 90 of the Companies Act, 2013.
7. The ROC order was carried in an appeal before the Regional Director, Northern Region/respondent no.3, who passed the order dated 27th February 2026 dismissing the appeal.
8. In this view of the matter, issue notice.
9. Notice has been accepted by Mr. Vikrant Nilesh Goyal, Senior Panel Counsel appearing on behalf of respondents, who shall file a reply within the next 8 weeks.
10. 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.
11. List on 06th October 2026.
12. Order be uploaded on the website of this Court.
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