Court papers, Sebi letters lay bare Kapur siblings’ long fight over Sona Comstar
In the last one week, Mandhira has questioned the role of RK Family Trust in taking away the control on the shareholding of Aureus Investment Private Ltd—a key promoter entity of Sona Comstar—from Rani Kapur.
But this is not the first time such a concern has been raised by Mandhira.
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The dispute over the division of the family assets between siblings Mandhira and Sunjay Kapur, the children of Surinder Kapur, had earlier boiled over into courts of law and before the Securities and Exchange Board of India (Sebi), according to documents reviewed by Mint.
In a letter to the then Sebi chairman Ajay Tyagi in May 2021, just ahead of the public markets listing of Sona Comstar, Mandhira highlighted that her father had drafted a will that transferred the entire estate to her mother Rani Kapur, with a wish that Mandhira eventually receive her fair share.
“As per the DRHP (draft red herring prospectus), it seems that my brother is trying to usurp my father’s entire estate to himself for which he has created RK Family Trust. The details of the trust are shrouded in mystery,” she alleged.
RK Family Trust controls more than two-thirds of Aureus Investment Private Ltd, the promoter entity of Sona Comstar, holding a 28% stake in the company.
In another letter to the Sebi chief in June 2021, Mandhira questioned Sunjay’s attempts to dismiss the bearing of the matters involving the trust on the listing of the company. She asked for an investigation into the trust.
“Hence, I once again, request you to not allow Sona BLW Precision Forgings Limited to launch its initial public offer (IPO) until this significant issue of my rights and considerations are resolved,” Mandhira pleaded to the Sebi chief.
However, the listing successfully went ahead in June 2021. The IPO’s issue price was ₹291 a share. On Thursday, shares of Sonal BLW Precision settled 1.6% lower at ₹442.85 apiece on the BSE.
Previous disputes
While the battle over the trust raged, the siblings also took on each other in courts of law over the trademark rights of the name ‘Sona’. In June 2020, the Mandhira Kapur-controlled Mandhira Marketing Private Ltd changed its name to Sona Mandhira Private Ltd. Sona BLW Precision Forgings challenged this in the Delhi High Court. The court granted an interim injunction in 2023, restraining the Mandhira Kapur-controlled company from using the Sona trademark.
The difference between the siblings stayed till the demise of Sunjay in June this year. Mandhira admitted in her interviews with the media that the two hadn’t spoken in four years.
However, with the control of the RK Family Trust now going to Sunjay’s wife Priya Sachdev and their son Azarias, and Sunjay’s two children from an earlier marriage to Karishma Kapoor also touted to receive control, Mandhira and her mother Rani Kapur find themselves at loggerheads with the new owners.
Joining her mother in questioning the transfer of power to Priya Sachdev Kapur, Mandhira in multiple media interviews questioned how she and her mother have been kept out of the family’s ownership of Sona Comstar.
“We didn’t know. We had to look into this stuff. We have learned that everything was put into this so-called trust, which I don’t know how. We don’t know anything. We’re still finding out stuff. My father left everything to my mother. My father and mother founded Sona. So to tell my mother at 80, you have nothing to do with the company she built, I think is a little absurd,” Mandhira said in an interview to NDTV.
Queries sent to Sona Comstar, Rani Kapur, and Mandhira Kapur remained unanswered.
Mint previously reported that Rani Kapur received a 42% stake in Sona Comstar’s promoter entity Aureus Investment (then known as Sona Autocomp Holding Pvt. Ltd) in 2015 following her husband’s passing away. The stake was subsequently transferred to the RK Family Trust in October 2017 through a trust deed. Aureus said in response to Mint’s earlier queries that the transfer was done by Rani Kapur on her own volition.
Rani Kapur remained the beneficiary of the trust for two more years. In 2019, the trust informed Sona Comstar, which was a privately-held company at the time, that its sole beneficiary was now Sunjay Kapur, as per a press release issued last month by Sona Comstar.
Mint could not ascertain the reasons behind the transfer of Aureus shares from Rani Kapur to RK Family Trust and the subsequent beneficial control transfer of the trust from her to Sunjay. However, Rani Kapur has in a recent statement claimed that the transfers were against her will and she was made to sign documents the contents of which she was not aware of.
While the facts of the matter continue to be debated in the press, Mandhira and Rani have few legal options.
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“Mandhira Kapur and Rani Kapur’s potential remedies would depend upon whether they can establish that the beneficial ownership transfers of the RK Family Trust and Raghuvanshi Investment in favour of Sunjay Kapur were either legally invalid or obtained through misrepresentation, undue influence, fraud, or lack of informed consent,” said Deepika Kumari, partner, King Stubb & Kasiva, Advocates and Attorneys.
Rani Kapur’s claim that she was made to sign documents without knowledge of their content—particularly after Sunjay’s demise—introduces an element of potential fraud, misrepresentation, or lack of informed consent, Kumari said. If she can establish that her signature was obtained without full disclosure, this could substantiate a plea that the transfers or subsequent trust arrangements were voidable and should not bind her legally.
Sucharita Basu, founder and managing partner, Aquilaw, said that any such claims of documents being signed forcibly would have to be proved. However, from the disclosures made by Sona Comstar, no documents have been signed or obtained from Rani Kapur by the company following the passing of Sunjay Kapur, she said.
“In case any documents were forcibly signed, then a police complaint may be filed for the same,” she said.
Read more: Sona Comstar not informed who controls promoter family trust after Sunjay Kapur, CEO says
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