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.