RoC fines LinkedIn, Satya Nadella and others for violations of companies law violations

LinkedIn India has been set up as a subsidiary of Microsoft Group after Microsoft acquired the professional networking platform in December, 2016.

According to reports, in a 63-page order, the Registrar of Companies (NCT of Delhi & Haryana) said that LinkedIn India and the individuals violated the Significant Beneficial Owner (SBO) norms under the Companies Act, 2013.

"... Satya Nadella and Ryan Roslansky are the SBOs in relation to the subject company and are liable to a penalty under section 90(10) of the Act, due to their failure to report as per section 90(1). Ryan Roslansky was appointed as the global CEO of LinkedIn Corporation on 1st June 2020 and started reporting to Satya Nadella," the RoC said in the order.

Section 90 of the Act pertains to SBO. It requires companies to disclose SBO details, as per reports.

The company and its officers are liable for action for the failure to take necessary steps to identify the SBO in relation to the company, according to the RoC order.

The RoC has slapped penalties totalling Rs 27,10,800 on LinkedIn Technology Information Pvt Ltd or LinkedIn India, Microsoft CEO Nadella, LinkedIn CEO Ryan Roslansky and seven other individuals — Keith Ranger Dolliver, Benjamin Owen Orndorff, Michelle Katty Leung, Lisa Emiko Sato, Ashutosh Gupta, Mark Leonard Nadres Legaspi and Henry Chining Fong.

For SBO norms violations, a penalty of Rs 7 lakh has been slapped on LinkedIn India, while fines of Rs 2 lakh each have been imposed on Nadella and Roslansky, reports said.

"Also, the company and its officers failed to even send a notice [which was mandatorily required to be sent] as per rule 2A (2) of the Companies (Significant Beneficial Owners) Rules, 2018 leading to a contravention of section 90(5) for which penalty has been provided under section 450. All the officers, including the non-executive directors are liable for this violation due to the presumption of clear knowledge on part of each of such directors about the holding structure of the company," according to the order.

An appeal against the order can be filed with the Regional Director (NR) within 60 days from the date of receipt of this order, as per reports.