Aureus Investment Pvt. Ltd, the single largest shareholder in Sona Comstar with a 28% stake, on Thursday informed the Union ministry of corporate affairs (MCA) that the wife and son are its significant beneficial owners, given their ownership of RK Family Trust and Raghuvanshi Investment. The two companies together own 92% stake in Aureus.
Mint has seen a copy of the MCA filing, made within 72 hours of Sona Comstar’s top boss stating that the company doesn’t know who owns the family trust behind Aureus, Sona Comstar’s largest individual shareholder.
Setback
The Aureus filing comes as a setback for Rani Kapur, Sunjay’s mother who has questioned appointments on the Sona Comstar board on behalf of Aureus. She had also unsuccessfully tried to defer the Sona Comstar annual general meeting (AGM) where Priya was appointed non-executive director with 99% votes.
The Kapur matriarch had said that she was coerced to sign documents without full knowledge of the contents after the death of her son. However, Sona Comstar refuted the allegations, stating Rani Kapur had not held any direct or indirect shareholding in the company since at least 2019.
Aureus holds 28% stake nearly ₹8,000 crore in Sona Comstar, formally known as Sona BLW Precision Forgings. RK Family Trust and Raghuvanshi Investment Pvt. Ltd own 65% and 27% of Aureus, respectively.
Moreover, The RK Family Trust owned 48% stake in Raghuvanshi while Aureus held 39%. This structure of company ownership means that the family members controlling the RK Family Trust have the ultimate ownership of the key promoter entity of Sona Comstar, Aureus.
Aureus Investment said in response to a query that Priya S. Kapur, along with Azarias Kapur, Samaira Kapur and Kiaan Kapur are the significant beneficial owners of the companies and the RK Family Trust. This means that Rani Kapur, mother of Sunjay Kapur, is not a beneficiary owner of the key trust. Samaira and Kiaan are Sunjay’s children with his ex-wife Karisma Kapoor. Official filings by Aureus do not reflect the other two children’s name yet.
Haze
Since 2019, Sunjay Kapur was the sole beneficiary owner of RK Family Trust. But since his demise on 12 June, it was not clear who was the beneficiary owner of the trust.
Confusion rose after Sona Comstar’s MD and Group CEO Vivek Vikram Singh said after the company’s earnings release on 4 August that Sona Comstar was not informed who was the beneficiary owner of RK Family Trust after Sunjay Kapur. But within two days of this statement, Aureus was informed about the new beneficiary owners of the company and the trust. It is not clear whether Sona Comstar has received any intimation of the change in owners.
Queries sent to Sona Comstar and Rani Kapur’s lawyers remained unanswered.
To be sure, both Priya and Azarias became beneficiary owners of the trust on 12 June, when Sunjay Kapur died due to a cardiac arrest in the UK. However, Aureus was informed about the change in ownership on 6 August, following which it made the disclosure to MCA on 7 August.
Gaurav Pingle, a practising company secretary, noted that if an entity holds more than 10% in an Indian company, then there is a requirement for disclosure of changes in significant beneficial owners.
“Shareholding of Ms. Priya and her son in Aureus Investment Pvt. Ltd. is through a specific Trust (RK Family Trust) and Raghuvanshi Investment Private Limited. By this regulatory filing, the change in beneficial ownership is reported to the Registrar of Companies,” Pingle said.
‘Sensationalism’
Sona Comstar’s Singh has downplayed the impact of the feud between family members, accusing the media of sensationalizing the dispute.
“There is far more sensationalism around this than there is impact. Whoever controls the 28% doesn’t have that much [impact],” Singh said.
Aureus Investment, the promoter company, has the right to nominate just one director to Sona Comstar’s board, Singh said on the earnings call, adding that even that power was not absolute. The board may choose to reject the nomination. Even if the board approves it, public shareholders then have to ratify the nomination, he said.
“How the appointment of a single director on a board with six independent directors can have an impact on the running of the company is very bizarre to me,” he said.
Since 24 July, shares of Sona Comstar are down 9%, while the Nifty Auto index has fallen by 2.5% in the same period.
