Dayanidhi Maran accuses brother Kalanithi of fraud

Time of India

5 hours ago

Dayanidhi Maran
CHENNAI: In a high stakes dispute, former Union minister Dayanidhi Maran has sent a legal notice to his elder brother
Kalanithi Maran
, accusing him of flouting all rules and transferring to himself lakhs of shares of the Chennai-based Sun TV group, which are worth thousands of crores of rupees.
Kalanithi Maran had derived Rs 5,926 crore as dividends till 2023 and another Rs 455 crore in 2024, Dayanidhi said. 'The offences committed by you are continuous in nature and continue as on date,' he added.
Sun TV Network Ltd reported a turnover of Rs 4,544 crore for FY2024-25 and a net profit of Rs 1,654.45 crore.
Dayanidhi Maran has threatened to approach SFIO, SEBI, ED and other statutory organisations to initiate civil, criminal, regulatory and enforcement proceedings against Kalanithi Maran and his associates, including his wife Kaveri Kalanithi, unless they restored the M/s SUN TV Network Limited and all related companies to their original state as on Sep 15, 2003, by reinstating the shares to the rightful owners — M K Dayalu Ammal, wife of late CM M Karunanidhi, and the legal heirs of late S N Maran (Murasoli Maran) within a week.
Dayanidhi said he would seek shutting down of the two dozen-odd satellite channels of Sun group, radio channels, newspapers and other businesses. He also warned that he will approach Board of Control for Cricket in India (BCCI) to cancel the franchise licence of Sunrisers Hyderabad and approach DGCA to cancel the operational licence of SpiceJet Ltd.
Recalling how the original parent entity — M/s Sumangali Publications Private Limited — had only M K Dayalu Ammal and Mallika Maran, wife of Murasoli Maran, as promoters, Dayanidhi said they held 50% shares each on Dec 12, 1985, the date of incorporation.
When Murasoli Maran was critically ill in Sept 2003, and when it was clear he would pass away any moment, Kalanithi Maran allotted 12 lakh equity shares of M/s SUN TV Private Limited to himself without sufficient, proper valuation and fair consideration, and without obtaining consent from all other existing shareholders — the family of Maran and the family of Karunanidhi — at a face value of Rs 10 each, t said.
'Till Sept 15, 2003, you did not hold even a single share in the company.
Suddenly, overnight, you had become a majority shareholder with controlling interest,' Dayanidhi said of Kalanithi Maran.
Though Murasoli Maran died on Nov 23, 2003, and his death certificate was issued only on Feb 20, 2004, Kalanithi transmitted the shares from group companies on Nov 26, 2003, itself. The family of Murasoli Maran had a rightful and legally enforceable claim over 2,85,000 equity shares in the then M/s SUN TV Private Limited.
'Therefore, there could not have been any legitimate death certificate or legal heirship certificate available to any party on Nov 26, 2003. Therefore, the alleged transmission purported to have occurred on Nov 26, 2003, is not only void, but also a fraudulent activity on your part,' Dayanidhi's notice said.
At the time of the fraudulent and illegal transmission, there was no administrator, no executor and no holder of a succession certificate in existence, it said.
'It is not only peculiar but deeply alarming and outrageous that Kalanithi Maran, an individual who held no shares whatsoever as on Sept 15, 2003, while merely occupying the position of chairman cum managing director, abused position and authority to orchestrate a fraudulent and premeditated scheme, in gross breach of fiduciary duty, and in criminal collusion with others, and executed a deceitful and manipulative plan by unlawfully allotting to yourself an exorbitant quantity of 12,00,000 equity shares at a mere face value of Rs 10 each.
This criminal act had resulted in an illegal bonanza and fraudulent creation of shareholding for Kalanithi Maran from 0% to 60%. Whereas, on the other hand, you maliciously and intentionally diluted the genuine promoters' shareholding from 50% to a mere 20% each, thereby laying the foundation for a deliberate and criminal attempt to usurp control of the company for your self-serving and unlawful objectives,' said Dayanidhi Maran's legal notice to his elder brother.
Noting that Kalanithi Maran purchased 12 lakh shares at the rate of Rs 10 per share, for a total consideration of Rs 1.2 crore, Dayanidhi Maran said the value of the shares at that time was Rs 3,500 crore. The remaining Rs 3,498.8 crore, therefore, is the proceeds of crime, the notice said.
On Dec 16, 2005, the shareholding of 1,14,999 equity shares was illegally transferred from Mallika Maran to Kalanithi Maran, the notice said, adding that no approval or knowledge of other legal heirs was obtained for the transfer.
It was bought for Rs 10 per share, though Kalanithi himself had purchased shares from Dayalu on Oct 28, 2005, at the rate of Rs 3,173.04 per share.
Explaining how the shares held by Dayalu Ammal were undervalued and purchased from her for Rs 100 crore by deceit, Dayanidhi Maran said: 'You illicitly acquired the shares of Dayalu using funds drawn from M/s SUN TV Private Limited, without providing any consideration for the said transaction.
From the company's inception, no dividends were ever declared until 2005. The declaration of a dividend was made unilaterally and fraudulently by you, solely to make payment towards purchase of shares from Dayalu.
By virtue of the aforesaid fraudulent actions, you have also committed a significant deception against Dayalu. If at all the shares had not been transferred from her name, she could have received the full amount of Rs 100 crore through dividends alone while retaining her existing shareholding.'
This is not Dayanidhi Maran's first legal notice to Kalanithi Maran. On Oct 7, 2024, he had issued a notice, which elicited 'a vague reply without any particulars'. However, following that notice, Kalanithi paid Rs 500 crore to his sister Anbukkarasi, who too is a legal heir of senior Maran, towards part of a settlement and initial payment.
'These payments made to your sister, after a lapse of 21 years from the death of our father, are nothing but an attempt to suppress the truth and to silence her from revealing the illegal acts committed by you,' said the notice.
Referring to Kaveri Kalanithi's hefty salary, Dayanidhi Maran said she unjustly enriched herself by getting Rs 87.5 crore per annum as salary. 'This shows your devious operation in swindling and looting the company money,' he said, adding: 'You and your wife Kaveri Kalanithi are directed to return, without delay, the entirety of the monetary benefits, dividends, assets and all forms of income unlawfully received or appropriated by you from the year 2003 till date, to Dayalu and the legal heirs of (Murasoli) Maran.
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The notice was served to Kalanithi Maran, Kaveri Kalanithi, Ravi Ramamoorthy, Natarajan Sivasubramanian (chartered accountant), Sridhar Swaminathan (financial consultant), Swaminathan and Sharad Kumar.