Updated at 2.10pm on 22 September 2025 to make changes in the Sona BLW-Kapur family
Some business families seem to be vying for media attention no less than the politicians or film stars. Of course, not for the right reasons!
There are several ongoing battles within Indian business families, enriching the lawyers and keeping the courts busy. It is not easy to be exhaustive and list all at a stroke. Sample these—the Chhabrias of Finolex, Kalyanis of Bharath Forge, Shahs of the Anchor group, Guptas of the Jagran group, Hindujas (outside the country), Raymond’s Singhanias, Godfrey Phillips’ Modis, and the longest running one, competing with Dilwale Dulhania Le Jayenge, at the Maratha Mandir, the Kirloskars!
The two hogging the headlines in the past few days are the Kapur family of Sona BLW and the Oberoi clan.
Of the two, the ruckus in the Kapur family is more fraught and colourful and has the outlines of a messy Bollywood family imbroglio. The contours of this story are explained below to highlight certain common nodes that occur in most family disputes on succession.
This is followed by an analysis of a recent decision of the Supreme Court that offers some insights into how such issues can be dealt with in our legal system. The learnings from that decision should be useful both to avoid and to deal with disputes when they arise.
First, the story outline of the Kapur family dispute-
The succession battle over the about Rs 10,000 crore estate of Surinder Kapur, a 28% stake in Sona BLW Precision Forgings Ltd, is a poly-tiered contest and carries some interesting twists.
The first dispute arose in 2015 after the demise of the founder, Dr Surinder Kapur. The Will that he had executed in 2015, shortly prior to his demise (overriding a previous Will), was contested by his daughter Mandhira.
The daughter contested the Will on the grounds that she had been completely excluded from the inheritance. The Will had nominated as beneficiaries only Surinder Kapur's wife, Rani Kapur and his son, Sunjay Kapur.
The Delhi High Court (HC) in 2023 settled this matter and upheld the Will as genuine. The son, Sunjay Kapur, was entrusted to administer the property to the common benefit.
Though the inheritance issue found a quietus, the subject did not, as the mother, Rani Kapur, approached the Delhi HC that her son failed in his fiduciary duties to render a proper account of the properties inherited by them jointly, alleging misdemeanour and misfeasance in the handling of the family's financial matters.
It looks like this matter is still pending in the court.
Earlier this year, Sunjay Kapur died. Further controversies were triggered in its wake. The matter hit the headlines when Sona BLW convened the annual general meeting (AGM) for the current year, and Priya Sachdev Kapur, the current wife of Sunjay Kapur, was to be appointed as a director.
Rani Kapur challenged this move on the grounds that she was the sole beneficiary of the family trust that controlled the stake in the public-listed entity and sought a deferment of the AGM.
According to a report from Moneycontrol, weeks after the sudden demise of Sona BLW's chairman Sunjay Kapur, his mother Rani Kapur has shot a letter to the board, alleging that she was 'coerced' into signing documents behind locked doors, and that some people were trying to usurp the Kapur family's legacy.
The allegations of Rani Kapur, that she was made to sign some documents under coercion that resulted in her losing the beneficial interest in the family trust and her footing to nominate the promoter director on the board of Sona BLW, will resonate with the details of the court case that follows.
The company, however, rebuffed her claims and maintained that the nomination of Priya Sachdev Kapur was at the instance of the promoter holding company, Aureus Investment Pvt Ltd, and Rani Kapur had no locus to object as she did not own any shares in the company. The trust itself continues to hold about 28% stake in Sona BLW Precision Forgings Ltd (Sona Comstar) through its promoter entity, Aureus Investment.
When matters stood thus, the media agog on the happenings, another fork in the tale was brought to light a couple of days back.
A Will left behind by Sunjay Kapur, prepared a few days before his sudden demise, surfaced. However, this gave room for a good deal of doubt.
It is important to know the chronology of the marriages of Sunjay Kapur. His first was with Nandita Mahtani. They had no child jointly.
The second that followed, with Karishma Kapoor, the actor, resulted in two children, Samaira and Kiaan.
The last in the sequence is the marriage with Priya Sachdev Kapur, which has survived. The child out of this marriage is Azarius.
The dispute over Sunjay Kapur's Will has been mounted by his two children, Samaira and Kiaan.
The main allegation appears to be that the Will was not shown to them, arousing suspicion of forgery and falsification. The Delhi High Court's ruling will bring clarity to the succession of Sunjay Kapur's personal estate.
Only when the court disposes of this will the light be shed on this succession story (updated).
The article now moves to the Supreme Court decision mentioned at the start, which highlights the shenanigans that undergird property and succession disputes in wealthy families—graphically brought out in its ruling dated 2 September 2025.
Shailaja and her husband, Ved Krishna, promoted a company, Sargam Exim P Ltd, in December 2006. After this, the husband gifted almost his entire shareholding to his wife. A token holding was transferred to another person, Nirupam Mishra.
Following the above, the husband quit the board, and Nirupam Mishra was inducted as the second director. Shailaja was a director since the inception.
On 15 December 2010, another director was inducted into the board.
On 17 December 2010, at a board meeting attended by Nirupam Mishra and the new inductee, Shailaja was recorded as resigning from the directorship. On the same day (17th December), a gift (out of love and affection) of all the shares held by Shailaja to her mother-in-law (Ms Jhunjhunwala) was recorded.
The said gift was effected through a share transfer form dated 1 October 2010, whose validity was later extended to 12 November 2011 (more than a year).
On 5 February 2011 and 25 March 2011, Shailaja filed police complaints of being made to sign blank documents under force. In June 2011, the husband, Ved Krishna, left for the US and immediately commenced divorce proceedings against Shailaja.
On 21 June 2011, an extraordinary general meeting (EGM) of the company was purportedly convened, which re-inducted Ved Krishna as a director and also changed the name of the company to Satori Global Ltd.
On 18 November 2011, the alleged transfer forms were utilised to effect the transfer of the gifted shares in favour of the mother of Ved Krishna (Ms Jhunjhunwala).
Shailja also addressed communications to the registrar of companies (RoC) and the Union ministry of corporate affairs (MCA), informing them of the circumstances.
Shailaja also filed a petition under the Protection of Women from Domestic Violence Act, 2006 against her estranged spouse and his mother.
Later, she came to know that her name was removed from the list of shareholders and instead, the mother of Ved Krishna was shown to have acquired her shareholdings.
Shailaja filed another complaint, which resulted in the registration of first information report (FIR) no105/2013 against Nirupam Mishra, her estranged husband, his mother and the other director who had joined the board earlier, under Sections 406, 419 and 420 of the Indian Penal Code.
Subsequently, the mother-in-law filed an FIR against Shailaja under Section 406 of Indian Penal Code (IPC), alleging breach of trust with regard to the family jewellery belonging to her, wherein she claimed that on 17 December 2010, Shailaja had changed her bank locker from a joint locker that she held with her mother-in-law, to a locker solely to be operated by her.
Shailaja moved a company petition for oppression and mismanagement before the company law board—CLB (later, the national company law tribunal—NCLT). The petition, ordered in 2018, held that her removal from the board was illegal and that the gift purportedly made to Ms Jhunjhunwala was forged and that the share transfer deed was tampered with. The share transfer was registered in favour of the transferee beyond the extended due date and other similar fraud was perpetrated on her by the rest of the directors.
The national company law appellate tribunal (NCLAT) reversed the order of NCLT, taking the view that the adjudication of a company petition involving allegations of fraud, manipulation, and forgery required a process of examining witnesses and perusal of evidence and held NCLT, as a forum non conveniens.
The Supreme Court, when moved to restore the order of NCLT, framed the following issues for consideration-
a. Whether the company petition, decided in favour of the appellant by the NCLT, was maintainable under Sections 397 and 398 of the 1956 Act?
b. Assuming that the company petition was maintainable, whether the NCLT had jurisdiction to decide whether the gift deed is valid or not?
c. If the answer to the above question is in the affirmative, whether the facts on record and the law support the finding of the NCLT that the gift deed is invalid?
d. Whether the appellant was able to prove that she has been a victim of mismanagement and oppression by the directors of the company?
The SC held that the company's petition was maintainable even though the facts involved fraud, forgery, coercion and manipulation of documents.
The central issue in this case was whether the gift deed was actually executed by Shailaja in favour of Ms Jhunjhunwala, or whether it was forged/ doctored. Though it required evidence to be looked into, the court answered it squarely-
In the instant case, it is an admitted fact that the determination of whether the gift deed is valid or not is central to the decision herein and, therefore, NCLT did have full jurisdiction to decide whether the gift deed is valid or not, or whether it is against the provisions of the 1956 Act and/or the internal regulations of the COMPANY, including but not limited to the AoA and the Memorandum of Association.
Having cleared the way on the jurisdiction of NCLT to deal with this petition within the ambit of Section 397/398 of the 1956 Act, and concluded that the validity of the gift was most central to decide the issue of oppression, the court gave its finding on the facts, thus:
There is also considerable merit in the Appellant’s argument that the share transfer forms are suspect. A bare perusal of the same discloses that (i) the share transfer form was purportedly signed by the Appellant after the extended period and such transfers cannot be upheld by this Court in good conscience and (ii) there is clear overwriting and a mismatch of dates on the share transfer form. We have no hesitation in holding that the share transfer needs to be set aside on these grounds.
The Court held, after due examination of the facts regarding the meetings purportedly held on 15 December 2010 and 17 December 2010, which formed the basis to admit a new director, to set up a valid quorum, to be invalid and all the decisions taken, illegal.
This decision, affirming the jurisdiction of NCLT to investigate the facts, similar to a civil court, is one of its kind. A salutary precedent to press into service in messy family disputes that typically involve forgery, fabrication of documents and trumped-up meetings to pass bogus resolutions to oppress one or the other family member.
Though a bit unrelated, today’s news reports that the hearing on the petition in the Kirloskar case against Securities and Exchange Board of India (SEBI)’s demand for full disclosure of their family agreement is quite contextual to the issue of the family disputes as the need for full transparency of such private agreement to the general investors is paramount.
(Ranganathan V is a CA and CS. He has over 44 years of experience in the corporate sector and in consultancy. For 17 years, he worked as Director and Partner in Ernst & Young LLP and three years as a senior advisor post-retirement, handling the task of building the Chennai and Hyderabad practice of E&Y in tax and regulatory space. Currently, he serves as an independent director on the board of four companies.)