Sona BLW board feud: 72% public stake, Kapur row 2025

What triggered the fresh company statement

Sona BLW Precision Forgings Ltd. (Sona Comstar) issued a fresh statement on July 28, seeking to “protect” shareholders’ interests amid a dispute over family representation on its board. The company rejected the portrayal of Sona Comstar as a family-run business, calling such claims “factually incorrect and misleading”. The statement came after objections raised by Rani Kapur, the mother of late Sunjay Kapur, about the timing and conduct of the company’s Annual General Meeting (AGM) on July 25. Rani Kapur had asked for the AGM to be deferred and raised allegations that she was coerced into signing documents. Sona BLW said those assertions were baseless and legally untenable. It also said recent board appointments were ratified by an overwhelming majority of shareholders.

Company’s position on Rani Kapur’s standing

In its clarifications, Sona BLW said Rani Kapur has had “no role, direct or indirect” in Sona Comstar since at least 2019. The company stated she is neither a shareholder nor a director or officer of the company. On that basis, it asserted she has “no locus standi” in matters related to the company and her consent is not legally required for company affairs. Sona BLW also denied any insinuation that she was coerced into signing documents. Separately, it said no documents were signed or obtained from her by the company following Sunjay Kapur’s death.

The AGM dispute and the July 24 letter

Rani Kapur wrote to the board and also sought deferral of the July 25 AGM, objecting that it was being held at a time of mourning for the family. She also referred to her son’s sudden death as “suspicious” and asked the company to postpone proceedings for at least two weeks. In her communication, she said she was the sole beneficiary of her late husband Surinder Kapur’s estate under a will dated June 30, 2015, and claimed she was the majority shareholder of the Sona Group, including Sona Comstar. Sona BLW said it received her request late on July 24. The company said it sought urgent legal advice and concluded there were no grounds to defer the AGM because she was not a shareholder.

Cease-and-desist notice and legal escalation

According to informed sources quoted by The Economic Times, Sona BLW issued a cease-and-desist notice to Rani Kapur, asking her to stop disseminating unlawful and defamatory information. The notice reportedly demanded she withdraw her July 24 letter to the board, shareholders, and stakeholders within 24 hours. The company also warned of potential civil or criminal action against her and associates if compliance was not achieved within three days of receipt.

Sources close to Rani Kapur confirmed receipt of the notice through DSK Legal, and indicated she planned to respond after consulting her legal team. The same set of sources said that with her bank accounts blocked, approaching the National Company Law Tribunal (NCLT) in Chandigarh appeared to be her remaining option. Sona BLW, for its part, rejected allegations of mismanagement and coercion as “malafide, false, unwarranted and uncorroborated.”

Shareholding and the “family-run” claim

Sona BLW underlined that Sona Comstar is a publicly listed company, listed since 2021, with most shares held by institutional and public investors. The company said about 72% of shares are held by institutional and public investors, while the promoter entity holds about 28% and “exercises no special rights or control.” It also cited the ownership split as 71.98% public shareholding and 28.02% promoter holding via Aureus Investments Pvt Limited (AIPL).

The company also referred to a “declaration of significant beneficial ownership” in May 2019, which identified Sunjay Kapur as the “sole beneficial owner” of the RK Family Trust holding a 28.02% stake through AIPL. Based on the promoter nomination, Priya Sachdev Kapur, Sunjay Kapur’s wife, was inducted as a non-executive director, and her appointment was ratified at the AGM.

Board composition and independence claims

To counter claims of family control, Sona BLW highlighted the current board structure. It said the board has nine members, including two executive directors who are seasoned professionals with no affiliation to the Kapur family. It added that there are six independent directors with distinguished careers, also with no family connections. The company said the promoter entity holds one non-executive board position.

Market impact and investor focus

The dispute has brought corporate governance and ownership questions into focus for a widely held listed company. Sona BLW said “false narratives” harm its 400,000 public shareholders. On the market side, Sona BLW shares declined about 3% over five sessions, according to the information cited. Separately, the dispute was linked to a 3% share price drop on July 25.

Key facts at a glance

Inheritance vs company records: what the legal commentary highlighted

A corporate and inheritance lawyer, Dinkar Sharma, pointed to a broader legal issue: under Indian law, a nominee is not the ultimate owner of shares upon a shareholder’s death. He cited the 2021 Supreme Court judgment in Sarabjit Singh v. S. Rajpal Singh, noting that nominations under Section 72 of the Companies Act do not override inheritance laws. He added that probate is a process that can establish a will’s authenticity, and that affected parties may approach the NCLT with claims of oppression and mismanagement.

The company, however, maintained that there is no statutory requirement under the Companies Act, 2013 to obtain consent of family members before making board changes, and said it acted within corporate law and regulatory timelines.

Conclusion

Sona BLW’s latest statement hardens its stance that Rani Kapur has no legal standing in company matters because she is not a shareholder and has had no role since at least 2019. The company has also relied on shareholder approvals and board independence to rebut claims of family control. With cease-and-desist communications reported and legal routes like probate or NCLT action being discussed by involved parties and advisers, the next steps are likely to hinge on formal legal proceedings and documented shareholding records.