Much ado about Sonathing
Corporate battles tend to turn sour. The Companies Act 2013 clearly provides for key managerial personnel (KMPs), who are the string-pullers of a company – big or small. A slight change or a shift in the power structure without adequate approvals (palpable or otherwise) can result in an upheaval totally uncalled for. The biggest victims of such a boardroom showdown are the shareholders. What a farce it becomes of a noble dictum – the shareholders own the company, whereas the board runs it.
Recently, the death of Sunjay Kapur, chairman, Sona Comstar, has led to a high-profile inheritance dispute over his estate and wealth, now taking a dramatic turn with his mother Rani Kapur, making highly explosive and serious allegations against Sunjay’s widow Priya Sachdeva. Mother Rani alleges that Priya Sachdeva is in the process of selling Sunjay’s assets, leaving her with nothing, apparently not even with a roof over her head, although she is 80 years of age.
Rani, during her appearance before the Delhi High Court on 10 September 2025, said that she has been excluded from her rightful share. According to her, she was supposed to have inherited Rs10,000 crore worth of assets, and she has written over a dozen e-mails seeking clarity on the will, but has received no response from Priya Sachdeva.
Sunjay’s mother Rani, is not alone in this fight. Even Sunjay’s children, Samaira and Kiaan, have filed a separate lawsuit alleging that Priya Sachdeva has forged their father’s will.
The court has asked Priya Sachdeva to produce a list of all Sunjay Kapoor’s assets – both movable as well as immovable. Rani, in one of her videos, has said that she still doesn’t know what happened to her son and that she is old now and needs closure before she calls it a day. She specifies that she does not want her family legacy to be lost but instead, be passed on rightfully and fairly.
What is baffling is that Sunjay was in contact with Karisma, his former wife and, in one of the chats cited in the suit, states that she would have to give up her Indian citizenship and obtain a Portuguese passport, because India does not permit dual citizenship. However, it is believed that Karisma refused to give up her Indian citizenship, which casts a doubt on the will, where all assets are supposedly bequeathed to Priya Sachdev because, if one is toying with the idea of a Portuguese citizenship to avoid Inheritance Tax in May 2025, then why would you make a will in favour of Priya Sachdev in March 2025? By the same token, Priya’s assertion that there is already a settlement of Rs1,900 crore in favour of Karishma’s children (out of a Rs30,000 crore empire?) does not hold water. And, where would that leave Rani Kapur?
The law is clear in the sense that the Memorandum and Articles of Association, being the charter document, specify the objects of the company and the rules by which the board will be governed to achieve those objects. Rani Kapur’s rant may fall on deaf ears (even that of the court) if the corporate governance principles are in place.
The doctrine of indoor management, also known as the Turquand rule, is an over a century old concept, which insulates the outsiders from the company’s actions. A person who enters into a contract with the company can safely presume that the transaction is authorised by the articles and memorandum of the company. There is no mandate to look into the internal irregularities and, even if there are any, the company cannot escape liability since the person has acted bona fide.
Equally important is the concept of the doctrine of constructive notice under Section 399 of the Companies Act, 2013, which states that any person may, after payment of the prescribed fees, inspect by electronic means any documents kept with the Registrar of Companies, including the certificate of incorporation from the Registrar.
The doctrine presumes that every person has knowledge of the contents of the Memorandum of Association, Articles of Association, and every other document, such as special resolutions, as it is filed with the Registrar and available for public scrutiny. One could argue that, if the board has acted in accordance with the Memorandum and Articles, then Rani Kapur has little to argue, given that she has had constructive notice of the company’s key foundational documents.
Also, in India, wills are primarily governed by the Indian Succession Act 1925. They are legal declarations of a testator’s intention for property distribution after death, and they must be in writing, signed by the testator and attested by at least two witnesses, who sign in the testator’s presence. A will can be amended or revoked by the testator at any time during his/her lifetime. As the will speaks at the death of the testator, the testator can change his/her mind by gifting or alienating a property, but then normally he/she revokes the earlier will.
Let us look at the benefits of making a valid will:
• Avoidance of Legal Disputes: A clear and valid will reduces possible conflicts among family members regarding asset distribution.
• Ensuring Financial Security: It ensures that dependents and family members are financially secure after the testator’s demise.
• Appointment of Guardians: A will allows parents to appoint guardians for their minor children, ensuring their welfare and future are protected.
• Streamlining of Wealth Distribution: By clearly specifying how assets or properties (moveable and immovable) should be divided, a will simplifies the legal process for its beneficiaries.
Surely, a man of Sunjay Kapur’s stature would have made a will that would cover most (if not all) of the above benefits. Inheritance and legal battles are commonplace amongst big companies, but what it does to a public perception is extremely damaging. It foments schisms and paroxysms of instability in the organisation’s progress track. Also, it attracts negative media attention and may entail substantial financial losses. Stakeholders lose trust. Personal emotions perforate through its age-old well well-established legacy.
In fact, the very senior people, both in the management and/or family, should ensure that these issues are handled in a manner that does not allow a spill-out. Encouraging candid, open communication, where family members feel at ease, expressing their views, feelings and concerns without fear that they will be misunderstood or judged, is most welcome. It is rather disconcerting that a matriarch alleges that things have happened without her knowledge. It would be wise to employ a neutral third-party mediator to glean the facts and, if possible, facilitate discussions and help arrive at solutions in the best interest of all.
Conglomerates tottering under the weight of the family feuds only go to strengthen the great French novelist Honoré de Balzac’s warning: ‘Behind every great fortune, there is a crime’.
I hope not, and the public want not!