Relief For Rani Kapur In Sona BLW Promoter Dispute As SC Stays Key Board Agenda

The Supreme Court on Thursday provided significant interim relief to Rani Kapur in the ongoing Kapur family inheritance dispute, staying key agenda items of a proposed board meeting of non-banking financial company Raghuvanshi Investments Private Ltd (RIPL)—a substantial shareholder in the promoter group of Sona BLW Precision Forgings Ltd, a listed auto components maker.

The top court restrained RIPL from proceeding with agenda items relating to the appointment of independent directors and the change in authorised bank signatories, observing that such steps could directly impact the court-appointed mediation process and further aggravate an already bitter dispute within the promoter family. The court didn't stop the board meeting from going ahead. RIPL's board meeting is scheduled for May 18 at Hotel Oberoi, Gurugram.

During the hearing, the Supreme Court repeatedly underscored the risks of management-level decisions at promoter-linked entities while mediation is underway, with the bench remarking that “no one is in control of anything at present.” Any changes at RIPL—particularly board reconstitution or banking authority—were argued to have downstream implications for control, influence, and decision-making within the broader promoter group structure that includes Sona BLW.

What the Supreme Court ordered

A bench hearing the matter said it would be inappropriate, at this stage, for RIPL to proceed with certain agenda items, given that the parties had agreed to mediation just days earlier. For the present, the court stayed agenda items 5 and 6, which related to the appointment of independent directors, as well as agenda item 25, which dealt with the change in authorised signatories for operation of the company's bank accounts.

The court observed that once a matter is referred to mediation, parties are expected not to take steps that compel the other side to react or escalate litigation. “We believe that, for the present, these agenda items need not be discussed in the meeting scheduled,” the bench said.

'They want to make sure we are completely drowned out': Arguments by Rani Kapur

Senior counsel appearing for Rani Kapur, the 80-year-old mother of late industrialist Sunjay Kapur, argued that the proposed board actions were a direct attempt to alter the balance of control while mediation was underway. Rani Kapur's side told the court that RIPL holds a substantial stake in the promoter group of Sona BLW, and that she herself is one of the original promoters and a former director. She claimed that after her husband's death, she had near-complete control over the group companies, but alleged that her shareholding was subsequently transferred into a trust without her knowledge or consent, a move she has challenged in court.

Referring to the proposal to induct additional directors, her lawyer told the bench that the objective was to marginalise her completely, saying, “They want to make sure we are completely drowned out.” She also pointed out that the notice convening the May 18 board meeting was issued on May 8, a day after the Supreme Court, on May 7, referred the dispute to mediation and appointed former Chief Justice of India DY Chandrachud as mediator.

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Priya Kapur and RIPL's stand

Counsel for Priya Kapur and RIPL countered that a “wrong impression” was being created around the proposed board meeting. They submitted that RIPL is a non-banking financial company engaged purely in investments and that the appointment of independent directors was driven by directives issued by the Reserve Bank of India. According to their submissions, the RBI had inspected the company in February and directed it to constitute committees by May 21, making board-level changes necessary to meet regulatory requirements.

They argued that corporate governance norms and risk management obligations required the company to continue functioning in the ordinary course and maintained that it was incorrect to portray the proposed steps as an attempt to take control, stressing that statutory compliance could not be stalled indefinitely.

Court's balancing act

While acknowledging the regulatory angle, the Supreme Court made it clear that statutory and regulatory compliance cannot override a court-monitored mediation process, at least in its early stages. The bench said it would request parties to hold back steps that could affect mediation, ask the RBI to wait for some time if required, and first allow the mediator to initiate proceedings and assess progress.

“Once having referred the matter to mediation, we expect the parties not to do anything that makes the other side take action,” the court said. The bench also noted the sensitive and personal nature of the dispute, stressing that an 80-year-old litigant needed to be handled with care, and urged both sides to seriously explore the possibility of an amicable settlement.

“If you are not interested in mediation, then do not waste any further time—we will hear the matter,” the bench remarked, cautioning that otherwise the dispute risked becoming a long-drawn legal battle.

What happens next

The Supreme Court indicated that mediation would proceed under former Chief Justice of India DY Chandrachud and that the court would review developments after the initial mediation sittings. For now, the key agenda items of the RIPL board meeting remain frozen. The matter will be taken up again after the court's reopening, when the bench will seek clarity on what has transpired before the mediator.

Until then, any board-level changes at RIPL that could impact promoter control in Sona BLW Precision Forgings will remain on hold, providing interim relief to Rani Kapur and maintaining the status quo for the listed company and the market.

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