Sona BLW shares clarification on Rani Kapur, governance & shareholder interest

Sona BLW Precision Forgings Ltd on Friday came out with a clarification on a number of developments including what it called the "recent misinformation being circulated in the media." Also known as Sona Comstar, Sona BLW Precision said it is committed to transparency, good governance, and protecting the interests of all its stakeholders. Here's what it said on the issue of governance, Rani Kapur's allegations & shareholders' interest. 

No locus standi of Mrs Rani Kapur

Rani Kapur has had no role, direct or indirect, in Sona Comstar since at least 2019. She is neither a shareholder, director, nor officer of the company, Sona BLW said in a post market hour press release. As such, the statement said, she has no locus standi on any matter related to the company. Any insinuation that she was coerced into signing documents or that her consent is required for company affairs is completely baseless and legally untenable, Sona BLW informed BSE and NSE.

Independent and professional board governance Sona Comstar said it is governed by a professional management and an independent Board. Since the IPO in 2021, the promoter entity, Aureus Investments Private Ltd has held only one non-executive board seat. The current board of nine 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 dayto-day management or strategic control of the company, Sona BLW clarified. 

Sona Comstar is not a family-owned biz Sona Comstar is a publicly listed company with approximately 71.98% of its shareholding held by institutional and public investors. The promoter entity holds a stake of 28.02% and exercises no special rights or control. The assertion that the company is a family-run business is factually incorrect and misleading.

Board appointments compliant  Sona BLW said the re-appointment of Mr. Jeffrey Mark Overly for second term as Independent director and appointment of Ms. Priya Sachdev Kapur as non executive director to the board were fully compliant with all applicable laws and corporate governance norms. Importantly, both appointments would have passed even without any votes from the promoter entity. Their appointments were ratified by an overwhelming majority of shareholders—98.9 per cent and 99.4 per cent respectively—clearly reflecting broad investor confidence. 

Irresponsible statements damaging shareholder interests The continued dissemination of false narratives in the media to pursue personal legal agendas have resulted erosion in shareholder’ value. With over 400,000 public shareholders, such actions are not only reckless but deeply harmful to the interests of the company. It is imperative that those responsible for this value destruction are held accountable. Sona Comstar remains focused on long-term value creation through operational excellence, innovation, and the highest standards of governance. It urged stakeholders to rely only on verified information and Company disclosures filed with stock exchanges and regulatory authorities. 

Sona BLW Precision Forgings Ltd shares settled the day at Rs 465.50, down 0.84 per cent.

Background

The Sona Comstar stock recently saw selling pressure after Rani Kapur, mother of late Chairman Sunjay Kapur, requested a two-week deferment of the Annual General Meeting (AGM), saying she had been informed certain individuals were presenting themselves as the largest shareholders of the company by claiming to represent the family's interests. 

"I am fully convinced that the documents which were executed by me under coercion and duress, post the demise of my son, at a time of mental and emotional vulnerability, are being misused,” she said. Kapur added that she had neither given consent nor officially nominated anyone to join the board.