Sona BLW Precision Forgings (Sona Comstar) has cranked up the heat by issuing a cease-and-desist notice to Rani Kapur, mother of Sunjay Kapur, the former chairman of the company, to restrain her from spreading unlawful and defamatory information, said people in the know.
Claiming significant reputational and financial damages solely due to her communication, the notice has also asked Rani to withdraw her letter dated July 24th to the company’s board, shareholders and various other stakeholders within 24 hours. Failure to comply within 3 days of receiving the notice could result in civil or criminal actions against her and any other person found to be involved with her, the notice has warned.
“Vehemently denying” all the allegations made by her late last week, regarding mismanagement and coercion, the company has claimed the allegations were “malafide, false, unwarranted and uncorroborated.”
Legal sources close to Rani Kapur confirmed that they have received the notice from the company through law firm DSK Legal. They said she is also in the process of filing a reply in due course of time after discussing with her legal counsels. “The way things are panning out, including blocking of all the information and banks accounts of Rani, she is left with no option to move the National Company Law Tribunal.,” these sources said, adding the NCLT Chandigarh may be the right forum.
Rani on Thursday had sought the deferment of the company’s annual general meeting (AGM) while alleging that she was 'coerced' into signing documents behind locked doors when she was grieving, and that some people were trying to usurp Kapur family's legacy. The company went ahead with the AGM, after it sought legal advice, claiming Rani was not a shareholder of the company and thus had no legal ground to seek a postponement.
Sunjay Kapur passed away at 53 on June 12 after suffering a heart attack in the UK while he was playing polo.
On Monday, the company upped the ante by sending the notice to Rani and also sent a copy to the stock market regulator, Sebi, the sources mentioned above added.
The notice also questioned the timing of Rani’s “ill-advised and factually wrong” letter, sent just one day prior to the AGM. That, it said, shows motive to cause harm to the company and illegal interference. Rani, the letter reiterated, is not a shareholder and has no role in operations. Neither did she hold any managerial, executive or fiduciary role in the company at least since 2019.
Harping on the fact that the company has turned around its operations after the death of founder Surinder Kapur largely on account of its “professionally managed business operations.”
Currently 71.98% of the company is held through public shareholders, including institutional shareholders like banks, mutual funds, financial institutions and FIIs. 28.02% of the company is held by the promoters via Aureus Investments Pvt Limited (AIPL)
After the sudden death of Sunjay, the company, as per its notice, maintained full transparency and made required public disclosures, appointed a new chairman, and held an AGM. Sunjay’s wife Priya Sachdev was appointed a non-executive director of the board based on a nomination received from AIPL. Her appointment was also ratified by shareholders on Friday’s AGM. Outcomes of all board meetings have also been informed to the regulatory authorities and are publicly available. The company has therefore described her actions as “lamentable.”
Shares of Sona BLW have been down close to 3 percent over the past five sessions.
The company also issued a public statement on Monday evening to 'protect' shareholders' interest in the middle of the ongoing tussle over family representation on the board, clarifying that Rani has 'no locus standi' on any matter related to the company.
While rubbishing claims that Sona is a family run enterprise, the statement said the promoter vehicle Aureus Investments Aureus has no special rights or control, and is represented by only one non-executive board seat since the public issue of the company. The six independent directors and two executive directors currently on board have no relation to the family.
"The current board of 9 members include 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 day-to-day management or strategic control of the Company," said the statement.
Claiming significant reputational and financial damages solely due to her communication, the notice has also asked Rani to withdraw her letter dated July 24th to the company’s board, shareholders and various other stakeholders within 24 hours. Failure to comply within 3 days of receiving the notice could result in civil or criminal actions against her and any other person found to be involved with her, the notice has warned.
“Vehemently denying” all the allegations made by her late last week, regarding mismanagement and coercion, the company has claimed the allegations were “malafide, false, unwarranted and uncorroborated.”
Legal sources close to Rani Kapur confirmed that they have received the notice from the company through law firm DSK Legal. They said she is also in the process of filing a reply in due course of time after discussing with her legal counsels. “The way things are panning out, including blocking of all the information and banks accounts of Rani, she is left with no option to move the National Company Law Tribunal.,” these sources said, adding the NCLT Chandigarh may be the right forum.
Rani on Thursday had sought the deferment of the company’s annual general meeting (AGM) while alleging that she was 'coerced' into signing documents behind locked doors when she was grieving, and that some people were trying to usurp Kapur family's legacy. The company went ahead with the AGM, after it sought legal advice, claiming Rani was not a shareholder of the company and thus had no legal ground to seek a postponement.
Sunjay Kapur passed away at 53 on June 12 after suffering a heart attack in the UK while he was playing polo.
On Monday, the company upped the ante by sending the notice to Rani and also sent a copy to the stock market regulator, Sebi, the sources mentioned above added.
The notice also questioned the timing of Rani’s “ill-advised and factually wrong” letter, sent just one day prior to the AGM. That, it said, shows motive to cause harm to the company and illegal interference. Rani, the letter reiterated, is not a shareholder and has no role in operations. Neither did she hold any managerial, executive or fiduciary role in the company at least since 2019.
Harping on the fact that the company has turned around its operations after the death of founder Surinder Kapur largely on account of its “professionally managed business operations.”
Currently 71.98% of the company is held through public shareholders, including institutional shareholders like banks, mutual funds, financial institutions and FIIs. 28.02% of the company is held by the promoters via Aureus Investments Pvt Limited (AIPL)
After the sudden death of Sunjay, the company, as per its notice, maintained full transparency and made required public disclosures, appointed a new chairman, and held an AGM. Sunjay’s wife Priya Sachdev was appointed a non-executive director of the board based on a nomination received from AIPL. Her appointment was also ratified by shareholders on Friday’s AGM. Outcomes of all board meetings have also been informed to the regulatory authorities and are publicly available. The company has therefore described her actions as “lamentable.”
Shares of Sona BLW have been down close to 3 percent over the past five sessions.
The company also issued a public statement on Monday evening to 'protect' shareholders' interest in the middle of the ongoing tussle over family representation on the board, clarifying that Rani has 'no locus standi' on any matter related to the company.
While rubbishing claims that Sona is a family run enterprise, the statement said the promoter vehicle Aureus Investments Aureus has no special rights or control, and is represented by only one non-executive board seat since the public issue of the company. The six independent directors and two executive directors currently on board have no relation to the family.
"The current board of 9 members include 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 day-to-day management or strategic control of the Company," said the statement.
