Nadella is the chairman and the chief executive of Microsoft, which acquired LinkedIn in December 2016.
In its order, reviewed by ET, the Registrar of Companies for the national capital region of Delhi and Haryana under the MCA said the company and the officials are liable for penal action for “failure to take necessary steps as per section 90-4A (of the Companies Act) to identify the SBO in relation to the company”.
“… 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,” it added in the order. Section 90 of the Companies Act requires companies to disclose their SBO details to the relevant authorities.
The order also said 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”. This led to a contravention of section 90(5) of the Act for which penalty has also been stipulated under the law. “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,” it said.
A penalty of ₹7 lakh has been imposed on LinkedIn India and that of ₹2 lakh each has been slapped on Nadella and Roslansky, as per the order.
Others who have been penalised are Keith Ranger Dolliver, Benjamin Owen Orndorff, Michelle Katty Leung, Lisa Emiko Sato, Ashutosh Gupta, Mark Leonard Nadres Legaspi and Henry Chining Fong. The aggrieved party can file an appeal within 60 days of receipt of the order.