The recent passing of Sunjay Kapur, chairperson of Delhi-based Sona Comstar, has stirred not just grief but also deep rifts within the Kapur family. At the heart of the escalating dispute is the company’s promoter entity Aureus Investment Pvt. Ltd and a gradual yet consequential shift in ownership and control of Sona Comstar, the country’s eighth-largest auto component maker.
The genesis of the current tensions appears to be a chain of events between 2017 and 2019. In that period, the family’s matriarch and Sunjay’s mother, Rani Kapur, left the board of the promoter firm Aureus and transferred her shareholding to a trust named RK Family Trust.
Aureus holds nearly 28.02% promoter stake in Sona Comstar, currently worth around ₹8,000 crore, and represents the interests of the Kapur family on its board through one nominee director. Sona Comstar is listed on the BSE and NSE as Sona BLW Precision Forgings Ltd.
There was a gradual transfer of ownership and power at Aureus in the two-year period mentioned above, following the wedding of Sunjay Kapur to Priya Sachdev in April 2017, according to Mint’s review of publicly available filings of Aureus.
It is unclear what caused the ownership and control transfer and whether it was part of a planned succession.
Queries to Rani Kapur, Priya Kapur, and Sona Comstar to the effect went unanswered.
In response to Mint’s queries, an Aureus spokesperson said that the settlement of the shares into the trust was done of Rani Kapur’s own volition in 2017, as part of a well thought out plan for the revival of the business as well as to ensure a smooth family succession.
“In 2017, when Mrs Rani Kapur settled the shares into the trust, Sona Comstar was not the Company you see today. It had a negative Ebitda and was laden with serious high debt. The turnaround from a large debt burden ridden company to what it is today was led by Sunjay, when he repositioned the company and also took in private equity investment. The overall structure has even been scrutinised by Sebi at the time of the Sona Comstar IPO on June 24th, 2021.”
The spokesperson further added: “Since 2017, Sunjay has ensured that structures and processes are in place to ensure that Mrs Rani Kapur has been financially supported to live in a manner consistent with her needs and lifestyle. These structures continue to be supported by Sunjay’s wife after his passing.”
In June 2015, Rani Kapur received a 42% stake in Aureus (then known as Sona Autocomp Holding Pvt. Ltd) following the demise of her husband Surinder Kapur, former Sona Comstar chairperson and Sunjay’s father.
In a letter to the Sona Comstar board last week, Rani claimed that a will by her late husband, which was executed on 30 June 2015, ensured that she was the sole beneficiary of his estate.
Until 2016, the decision making at Aureus was being jointly led by Rani and Sunjay. During a board meeting on 28 June that year, the board of directors adopted a resolution authorising the two family members to sign official documents.
The same day, Rani Kapur also formally requested for reappointment as a director of Aureus. The length of her tenure is not clear. Typically, a director on the board of Aureus has been given a tenure of three years.
Being the largest shareholder herself, the appointment shouldn’t have been a problem, although no further filing by the company showed the outcome of the shareholder vote. But in February 2017, the company modified the definition of promoter in its articles of association from Surinder Kapur to Rani Kapur and her successor and legal heirs, showing that the matriarch was still firmly in the driver’s seat.
However, just four months later, in June 2017, there was a change at the board of Aureus. According to the annual report for the financial year 2017-18 filed with the ministry of corporate affairs (MCA), Rani Kapur ceased to be a director on the board of the promoter company on 30 June 2017. Priya Sachdev Kapur was appointed as a director the same day. In November that year, Priya was further elevated to managing director of Aureus. She went on to serve in the position till May 2023 when she ceased to be a director in the company.
The RK Family Trust was created in October 2017 to house the shares of Aureus held by Rani, according to the Red Herring Prospectus of Sona Comstar filed in 2021.
In 2019, the RK Family Trust told Sona Comstar, which was a privately held company at the time, that its sole beneficiary was Sunjay Kapur, according to a press release issued by Sona Comstar on Friday. Through consolidation of shareholding in later years, the RK Family Trust went on to hold more than 65% stake in Aureus, which remains the promoter entityof Sona Comstar.
Meanwhile, Rani Kapur went from being the largest individual shareholder of Aureus to being a person with no locus standi.
Just a week after Sunjay Kapur’s death in the UKon 12 June, Aureus held an extraordinary general meeting on 20 June, where Priya Kapur was appointed managing director for three years at a salary of ₹1 crore per month. The reason given was the creation of a casual vacancy due to Sunjay’s demise.
Subsequently, Aureus nominated Priya to the board of Sona Comstar, which was approved by shareholders during the AGM on 25 July with more than 99% votes in her favour.
Unhappy with Priya’s appointment, Rani wrote to Sona Comstar’s board on 24 July, a day before the AGM, asking for cooperation on details from the company on the recent appointments and the events that transpired after the demise of her son Sunjay.
The matriarch questioned the authority of those who approved the appointment of Priya, and alleged that she was made to sign certain documents while she was grieving and that she has no knowledge of what she signed.
“I was approached multiple times and compelled to sign various documents without explanation or even having time to read and understand the same,” she wrote in her letter. “Despite being under immense mental and emotional distress, I was coerced into signing such documents behind locked doors and though I’ve requested repeatedly, the contents of such documents have never been revealed to me.”
Her lawyer, Vaibhav Gaggar, toldMintearlier that she was not aware of day-to-day details or how the entire ownership was structured.
“Post-2015, she was the one controlling everything for the trust of the family. Whatever be the structures which were put in place, ultimately, she was the one who was the controlling head. As far as the details go, she was not the one who was handling the day-to-day affairs, so she is not aware of the full details. She is asking the company to cooperate and give full details,” Gaggar said.
Legal experts suggest that Rani Kapur can move court if she was coerced into signing documents that resulted in transfer of shareholding, trust ownership and appointments to the board.
“Under Indian law, any transfer made under fraud, undue influence, or without free consent can be declared void,” Adnan Siddiqui, partner at King Stubb & Kasiva, Advocates and Attorneys, said.
However, Siddiqui added that the company can respond saying that the transfer of shares was properly documented while Rani remained silent for years and Sona Comstar only followed formal trust records that named Sunjay Kapur as the beneficial owner.
Sona Comstar said in two press releases over the past five days that Priya’s appointment was made at the recommendation of Aureus. The company said that Rani Kapur has no locus standi in the company’s matters.
“Any insinuation that she was coerced into signing documents or that her consent is required for Company affairs is completely baseless and legally untenable,” read the second press release from Sona Comstar, issued on Monday.
Rani Kapur’s next steps in this matter remain unclear.
Sona BLW Precision Forging’s shares on the NSE have fallen 4% since 24 July, when Rani Kapur wrote the letter to the company’s board. In the same period, the Nifty Auto index has fallen by 1%.
