Fault strains emerge from 2017

The genesis of the present tensions seems to be a sequence of occasions between 2017 and 2019. In that interval, the household’s matriarch and Sunjay’s mom, Rani Kapur, left the board of the promoter agency Aureus and transferred her shareholding to a belief named RK Household Belief.

Aureus holds almost 28.02% promoter stake in Sona Comstar, at present value round ₹8,000 crore, and represents the pursuits of the Kapur household on its board by means of one nominee director. Sona Comstar is listed on the BSE and NSE as Sona BLW Precision Forgings Ltd.

There was a gradual switch of possession and energy at Aureus within the two-year interval talked about above, following the marriage of Sunjay Kapur to Priya Sachdev in April 2017, in accordance with Mint’s evaluation of publicly obtainable filings of Aureus.

It is unclear what precipitated the possession and management switch and whether or not it was a part of a deliberate succession.

Queries to Rani Kapur, Priya Kapur, and Sona Comstar to the impact went unanswered.

In response to Mint’s queries, an Aureus spokesperson stated that the settlement of the shares into the belief was finished of Rani Kapur’s personal volition in 2017, as a part of a effectively thought out plan for the revival of the enterprise in addition to to make sure a easy household succession.

“In 2017, when Mrs Rani Kapur settled the shares into the belief, Sona Comstar was not the Firm you see right now. It had a damaging Ebitda and was laden with severe excessive debt. The turnaround from a big debt burden ridden firm to what it’s right now was led by Sunjay, when he repositioned the corporate and likewise took in personal fairness funding. The general construction has even been scrutinised by Sebi on the time of the Sona Comstar IPO on June twenty fourth, 2021.”

The spokesperson additional added: “Since 2017, Sunjay has ensured that buildings and processes are in place to make sure that Mrs Rani Kapur has been financially supported to stay in a fashion constant together with her wants and life-style. These buildings proceed to be supported by Sunjay’s spouse after his passing.”

How issues unfolded

In June 2015, Rani Kapur obtained a 42% stake in Aureus (then generally 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 final week, Rani claimed {that a} will by her late husband, which was executed on 30 June 2015, ensured that she was the only real beneficiary of his property.

Till 2016, the choice making at Aureus was being collectively led by Rani and Sunjay. Throughout a board assembly on 28 June that yr, the board of administrators adopted a decision authorising the 2 members of the family to signal official paperwork.

The identical day, Rani Kapur additionally formally requested for reappointment as a director of Aureus. The size of her tenure isn’t clear. Usually, a director on the board of Aureus has been given a tenure of three years.

Being the biggest shareholder herself, the appointment shouldn’t have been an issue, though no additional submitting by the corporate confirmed the result of the shareholder vote. However in February 2017, the corporate modified the definition of promoter in its articles of affiliation from Surinder Kapur to Rani Kapur and her successor and authorized heirs, displaying that the matriarch was nonetheless firmly within the driver’s seat.

Nevertheless, simply 4 months later, in June 2017, there was a change on the board of Aureus. In keeping with the annual report for the monetary yr 2017-18 filed with the ministry of company affairs (MCA), Rani Kapur ceased to be a director on the board of the promoter firm on 30 June 2017. Priya Sachdev Kapur was appointed as a director the identical day. In November that yr, Priya was additional elevated to managing director of Aureus. She went on to serve within the place until Could 2023 when she ceased to be a director within the firm.

The RK Household Belief was created in October 2017 to accommodate the shares of Aureus held by Rani, in accordance with the Pink Herring Prospectus of Sona Comstar filed in 2021.

In 2019, the RK Household Belief informed Sona Comstar, which was a privately held firm on the time, that its sole beneficiary was Sunjay Kapur, in accordance with a press launch issued by Sona Comstar on Friday. By way of consolidation of shareholding in later years, the RK Household Belief went on to carry greater than 65% stake in Aureus, which stays the promoter entityof Sona Comstar.

In the meantime, Rani Kapur went from being the biggest particular person shareholder of Aureus to being an individual with no Native Standant.

Priya’s return sparks battle

Only a week after Sunjay Kapur’s demise within the UKon 12 June, Aureus held a unprecedented normal assembly on 20 June, the place Priya Kapur was appointed managing director for 3 years at a wage of ₹1 crore monthly. The explanation given was the creation of an off-the-cuff emptiness as a consequence of Sunjay’s demise.

Subsequently, Aureus nominated Priya to the board of Sona Comstar, which was permitted by shareholders in the course of the AGM on 25 July with greater than 99% votes in her favour.

Sad with Priya’s appointment, Rani wrote to Sona Comstar’s board on 24 July, a day earlier than the AGM, asking for cooperation on particulars from the corporate on the latest appointments and the occasions that transpired after the demise of her son Sunjay.

The matriarch questioned the authority of those that permitted the appointment of Priya, and alleged that she was made to signal sure paperwork whereas she was grieving and that she has no information of what she signed.

“I used to be approached a number of instances and compelled to signal varied paperwork with out rationalization and even having time to learn and perceive the identical,” she wrote in her letter. “Regardless of being below immense psychological and emotional misery, I used to be coerced into signing such paperwork behind locked doorways and although I’ve requested repeatedly, the contents of such paperwork have by no means been revealed to me.”

Her Lawyer, Vaibhav Gaggar, AdvisedMintearlier that she was not conscious of day-to-day particulars or how your complete possession was structured.

“Submit-2015, she was the one controlling every little thing for the belief of the household. No matter be the buildings which had been put in place, in the end, she was the one who was the controlling head. So far as the small print go, she was not the one who was dealing with the day-to-day affairs, so she isn’t conscious of the complete particulars. She is asking the corporate to cooperate and provides full particulars,” Gaggar stated.

Authorized consultants counsel that Rani Kapur can transfer court docket if she was coerced into signing paperwork that resulted in switch of shareholding, belief possession and appointments to the board.

“Below Indian legislation, any switch made below fraud, undue affect, or with out free consent could be declared void,” Adnan Siddiqui, companion at King Stubb & Kasiva, Advocates and Attorneys, stated.

Nevertheless, Siddiqui added that the corporate can reply saying that the switch of shares was correctly documented whereas Rani remained silent for years and Sona Comstar solely adopted formal belief data that named Sunjay Kapur because the helpful proprietor.

Sona Comstar stated in two press releases over the previous 5 days that Priya’s appointment was made on the advice of Aureus. The corporate stated that Rani Kapur has no Native Standant within the firm’s issues.

“Any insinuation that she was coerced into signing paperwork or that her consent is required for Firm affairs is totally baseless and legally untenable,” learn the second press launch from Sona Comstar, issued on Monday.

Rani Kapur’s subsequent steps on this matter stay unclear.

Sona BLW Precision Forging’s shares on the NSE have fallen 4% since 24 July, when Rani Kapur wrote the letter to the corporate’s board. In the identical interval, the Nifty Auto index has fallen by 1%.