Rani Kapur vs Sona Comstar: Will the Dispute Over Family Representation Reach Court?

Rani Kapur, the mother of late industrialist Sunjay Kapur, is set to escalate her battle with Sona Comstar, the auto component company founded by her husband, Surinder Kapur. She also served as the company’s chairperson before her son took over.

Last week, she cast “suspicion” over the death of Sunjay Kapur and alleged that she was made to sign documents while she was grieving. In a letter, Rani Kapur also claimed she should be the sole beneficiary of her husband and son’s estates and their shareholding in Sona Comstar. She alleged that the company appointed her daughter-in-law, Priya Sachdev Kapur, as the Kapur family’s representative on the board without consulting her.

The company has denied all allegations, calling them “baseless and legally untenable,” stating that Rani Kapur does not hold any stake in the company. Sona Comstar has reportedly issued her a cease-and-desist notice to prevent the spread of “unlawful and defamatory information.”

According to a new Economic Times report, Rani Kapur’s legal team is considering approaching the National Company Law Tribunal (NCLT), as she is “left with no option.” A message sent to her legal representative did not elicit a response at the time of publication.

What Rani Kapur Alleges

The widow of Surinder Kapur sent a letter to Sona Comstar last week, demanding the postponement of the company’s annual general meeting (AGM) scheduled for 25 July. The letter, sent a day before the meeting, made four key claims:

1. “By virtue of the Will dated 30.06.2015 executed by my late husband, I (Rani Kapur) am the sole beneficiary of his estate and, accordingly, also a majority shareholder of the Sona Group, including the Company.”

2. She alleged she was “coerced into signing such documents behind locked doors” and “the contents of such documents have never been revealed” to her. The former Sona Comstar chair also claimed she was denied access to her accounts and had been “left to the mercy of a select few for survival.”

3. She stated that the company was set to appoint a representative of the Kapur family on the board, but she “has not been told or explained” about the decision.

4. She said Sunjay Kapur died “under highly suspicious and unexplained circumstances in the United Kingdom.” “I have been unable to receive any relevant answers or documents explaining the incident and have been confined to the knowledge and version set out by the media,” she wrote.

Sona Comstar’s Response

The company has not commented on the allegations regarding the “suspicious” death of its former CEO and MD. It made three key points in response to Rani Kapur’s claims:

1. “As per company records, Mrs Rani Kapur has not been a shareholder of the company since at least 2019. In May 2019, the company received a declaration of significant beneficial ownership identifying Shri Sunjay Kapur as the sole beneficial owner of RK Family Trust, a significant shareholder of Aureus Investment Pvt Ltd (the Kapur family’s holding company).”

2. “For clarity, the company confirms that no documents have been signed or obtained from Mrs Rani Kapur by the company following the passing of Mr Sunjay Kapur.”

3. The company stated that Priya Sachdev Kapur, widow of Sunjay Kapur, was appointed as a Non-Executive Director based on a nomination from Aureus Investments Pvt Ltd. “Her appointment was duly reviewed by the Board’s Nomination and Remuneration Committee and approved by the Board of Directors of the company,” it added.

Later, in a clarification, Sona Comstar said it has been governed by a professional management and an independent board since its IPO in 2021. The company clarified that the promoter entity, Aureus Investments Pvt Ltd, holds only one non-executive board seat.

“The current board of nine members includes two executive directors—both seasoned professionals with no affiliation to the Kapur family—and six independent directors with exemplary reputations and distinguished careers. The promoter entity holds no executive roles and has no involvement in the day-to-day management or strategic control of the company,” the statement said.

The company reiterated that 71.98% of Sona Comstar’s shareholding is held by institutional and public investors. The promoter entity holds 28.02% and exercises no special rights or control.

As per the latest shareholding pattern, the promoter and promoter group collectively hold 17,42,10,655 shares, representing 28.02% of the total shareholding. The largest holding lies with Aureus Investment Pvt Ltd with 17,42,08,904 shares (28.02%), followed by Raghuvanshi Investment Pvt Ltd with 744 shares, and the Rani Kapur – RK Family Trust with 72 shares. Other individual shareholders in the promoter group include Ashok Sachdev (151 shares), Charu Sachdev (423 shares), and Jasbir Sachdev (361 shares).

Aureus Investment Pvt Ltd currently has three directors — Priya Sachdev Kapur, the late Sunjay Kapur, and Dinesh Kumar Agarwal.

At the current BSE price of ₹466.55 per share, the promoter shareholding is valued at approximately ₹8,127.8 crore.

In her latest interview with ANI, Rani Kapur once again cast doubt over her son’s death, saying:

“I still don’t know what happened to my son. I’m old now and need closure before I go.”

She added, “I may be old and frail now, but my memory of being with my husband when Sona Comstar was set up is strong. I remember the early days, built with care, sacrifice, and love. I am here to remind the world that our family legacy must not be lost. It must be passed on as my husband always wanted it to be. Given my health and age, I will not be making any further comments. My legal team will address everything necessary.”

According to Tushar Kumar, Advocate, Supreme Court of India, unless and until Rani Kapur is able to establish her status as a registered shareholder of Sona BLW Precision Forgings Ltd. (Sona Comstar), she would have no legal standing to assert any claim, entitlement, or enforceable interest in the shareholding or governance of the company.

"In the absence of formal shareholding or beneficial ownership, the avenues available to Rani Kapur to claim a seat on the Board of Sona Comstar would, by necessity, lie outside the contours of statutory shareholder rights and would instead rest on equitable, fiduciary, or moral considerations. One such route could be the invocation of jurisdiction under Sections 241 and 242 of the Companies Act, 2013, pertaining to oppression and mismanagement, if it can be prima facie demonstrated that there has been exclusion of rightful family interests or abuse of fiduciary power by the present board or controlling shareholders," Kumar added. Such a petition in exceptional circumstances permit derivative standing in the National Company Law Tribunal (NCLT).

Kumar says she can also seek judicial relief in the nature of a declaration or injunction if she can prove coercion, undue influence, or mala fide exclusion from her deceased son’s estate or corporate governance structure.

"Alternatively, and more prudently, a board seat could be secured through a negotiated family settlement or private arrangement, wherein her moral stature, legacy considerations, and desire to safeguard her late son’s vision are respected through the grant of a non-executive or honorary position. Such a route, though not a matter of right, is often adopted in Indian family-led corporations as a gesture of continuity, respect, and internal stability," he added.