Thursday, July 31, 2025

Rani Kapur’s lawyer details concerns over Sona Comstar board and trust structure

Date:

A month after the sudden death of Sona Comstar’s Chairman Sanjay Kapur, his mother and the sole beneficiary of the Kapur family trust, Rani Kapur, has raised concerns over governance decisions at the company.In a conversation with CNBC-TV18, Vaibhav Gaggar, Senior Advocate representing Rani Kapur, told CNBC-TV18 that she was made to sign several documents without explanation in the days following her son’s passing. Kapur has now written to the Board of Directors seeking a two-week deferment of the Annual General Meeting, which was scheduled for today.

At the core of her concerns are questions around the ownership and governance structure of Aureus Investment Pvt Ltd—the largest shareholder in Sona BLW—and whether her family’s interests are being appropriately represented post Sanjay Kapur’s death.

Read Here  | Sona BLW AGM: Full text of Rani Kapur’s letter to the board alleging coercion, document misuseThese are edited excerpts of the conversation.

Q: Rani Kapur is alleging that she is likely to be the sole representative of the Kapur family on the trust by virtue of being the beneficiary of the will. Could you tell us, on paper, what kind of shareholding Rani Kapur has, and what further steps need to be taken to put into effect this deferment request of the Annual General Meeting?

A: Rani Kapur was the sole beneficiary as per the registered will of late Shri Surinder Kapur.  He was the founder and head of the Sona Group. When he passed away in 2015, the probated will gave all assets exclusively to Rani Kapur, with a clear intent regarding what she needed to do.

Regarding the AGM, she has written a letter to the shareholders and the Board of Directors, explicitly detailing the events and her serious apprehensions about the circumstances surrounding her son’s death. As a grieving mother, she believes the headlines and the actual facts do not align. She believes this was not just a freak accident and wants a proper investigation to uncover the truth.

Q: Aureus Investment Private Limited, which holds a 28% stake in the company and is the largest shareholder of Sona BLW—could you tell us about its shareholding pattern?

A: The shareholding patterns are publicly available. What is clear is that the Kapur family and the Sona Group own it. There’s a web of companies involved—it’s not a singular entity. These are issues that will be dealt with in court if the matter reaches that stage.

Q: The directors of Aureus Investment Private Limited, as per public information, are Dinesh Kumar Agarwal, Sanjay Kapur, and Priya Sachdev Kapur – Rani Kapur’s name is not listed. So, on what basis is she claiming to be the largest shareholder?

A: As mentioned in the letter, many suspicious circumstances are coming to light—how various appointments were made, the roles of certain individuals you have just named, how they came to be in those positions, what documents were signed, and how they were brought about. These matters need to be examined carefully, and if taken to court, the court will investigate them thoroughly.

Q: The board meeting is taking place today. You are contesting Priya Sachdev Kapur’s appointment. She was already a director of the promoter entity, Aureus Investments. As per company documents, in Sanjay Kapur’s absence, she is to act as director. Isn’t it natural that she would then be appointed to the company board as a non-executive director?

A: You need to go further back to understand the shareholding of Aureus and how someone becomes a director there. Who represents Aureus’s interests? And in turn, who represents the interests of the Sona Group and the Kapur family?It’s crucial to understand that these entities are part of the Kapur family structure. Starting from Surinder Kapur’s will, everything was meant to be with Rani Kapur, to ensure the family’s interests weren’t usurped. She now has to ensure the family stays intact.

Q: Does Rani Kapur or Sanjay Kapur’s sister have a stake in Aureus Investments? Would their stake be greater than Priya Sachdev Kapur’s? Is there a will stating that in case of Sanjay’s demise, Rani Kapur or her nominee must be appointed to the board?

A: Rani Kapur has been seeking documents and information—not just from companies but individuals as well—regarding what transpired. She is not aware if Sanjay Kapur left a will. Was the shareholding in Aureus held personally by him? If yes, and there’s a will, how would it flow? If there’s no will, what happens? As I said earlier, we must dig deeper to understand how this all unfolded.

Q: So, will you contest Priya Sachdev Kapur’s appointment in court?

A: That will be Rani Kapur’s decision. In her letter, she hasn’t named anyone. She wants to uncover the truth and ensure that nothing prejudices the interests of the family or the company in the meantime. She has consciously chosen not to name anyone at this stage.

Q: Why didn’t Rani Kapur stake her claim earlier as the representative of the Kapur family’s interest?

A: Until now, her son was heading everything on her behalf, so she didn’t need to. It was only after his death that she began to scrutinise the affairs, given the events that transpired. She firmly believes something is amiss and wants the truth to come out. Today, she must ensure the family remains intact.

Regarding the timing—please look closely at her letter. It clearly states what she’s been asking for and what she was made to do during her period of mourning. An 80-year-old woman loses her 55-year-old son, and within days, she’s made to sign documents under certain circumstances. That should raise concerns.

Q: After Sanjay’s passing, the board appointed Jeffrey Mark Overly as chairman, and Priya Sachdev Kapur was brought in as a non-executive director handling CSR. Sanjay always wanted a professionally run company. The board seems to be following that path. Wouldn’t you agree?

A: That’s a huge leap of faith and speculation. Rani Kapur does not believe those were her son’s wishes. She believes something seriously wrong has occurred and wants to uncover the truth. As for Sanjay Kapur’s actual wishes—only time will tell. There are too many murky circumstances. I won’t speculate on what his wishes were, and I certainly can’t claim insight into his mind now.

Q: What interim relief is Rani Kapur seeking from the board?

A: The last line of her letter is clear. She’s only requested a two-week deferment of the AGM and access to the documents and information that have been withheld from her, despite repeated requests—some to the very individuals whose names you just mentioned. Hopefully, she will now be given access, enabling her to make an informed decision on the way forward.

Also Read | Sona Comstar’s Rani Kapur seeks deferment of upcoming AGM alleging misrepresentation

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