Binny Mills Ltd has informed stock exchanges that members of its promoter family have executed a Memorandum recording a prior oral Family Arrangement (MoFA), paving the way for a significant realignment of shareholding, management and control within the company.
The family settlement agreement was executed among members of the promoter family and their immediate relatives. The arrangement involves the V R Venkataachalam (VRV) Group and the sisters of V R Venkataachalam, all descendants of late N P V Ramasamy Udayar.
Shareholding to be transferred
Under the terms of the family arrangement, the aggregate equity shareholding of the VRV Group comprising 16,14,854 equity shares will be transferred to the sisters in a mutually agreed manner. Additionally, 96,000 preference shares held by the VRV Group will also be settled in favour of the sisters.
The MoFA was executed to ensure continuity, harmony, stability, clarity of rights and orderly succession within the family while realigning shareholding, control and management participation in Binny Mills.
Management control to change hands
A key outcome of the settlement is the transfer of management control from the VRV Group to the sisters. Subject to applicable laws, members of the VRV Group and their nominees will resign from the board, while the sisters and their nominees will constitute the majority on the board of directors. The sisters will also have the right to nominate the Managing Director of the company.
The company disclosed that following the implementation of the arrangement, management and control of Binny Mills will stand transferred from the VRV Group to the sisters.
Binny brand may move to Venkataachalam
As part of the settlement, the sisters have agreed not to object to the assignment of the “Binny” trademark and brand name, currently owned by the company, to V.R. Venkataachalam or an entity controlled by him, subject to necessary corporate and regulatory approvals.
The agreement, however, clarifies that the implementation or non-implementation of the trademark transfer will not affect the validity of the share transfers or the proposed board reconstitution.
Company not party to agreement
Binny Mills emphasised that the family settlement is an inter-se arrangement among promoter family members and that the company has not undertaken any liability under the agreement. The transaction does not constitute a related-party transaction as the company itself is not a party to the MoFA.
The settlement was executed on June 19, 2026, and formally intimated to the company and stock exchanges on June 20, 2026.
Binny Mills: from colonial-era trading house to modern-day corporate restructuring
The family settlement announced by Binny Mills is significant not just because it changes promoter control, but because it involves one of Chennai’s oldest business legacies.
The origins of the Binny group date back to 1797, when Scottish merchant John Binny established Binny & Co. in Madras. Over the decades, the company expanded from trading into shipping, insurance, banking and manufacturing, becoming one of the most influential business houses in South India.
The group established the Buckingham Mills in 1876 and the Carnatic Mills in 1881. The two were merged in 1920 to form the famous Buckingham & Carnatic (B&C) Mills, which became one of India’s largest textile manufacturing complexes.
The Binny brand became synonymous with textiles across India. Products such as Binny drills, blankets and uniforms were household names for decades.
Decline and financial distress
After flourishing for decades, the Binny group began facing challenges from the 1970s onward due to ageing machinery, labour issues and mounting financial pressures. The flagship textile operations eventually became loss-making.
In 1993, Binny was declared a sick industrial company by the Board for Industrial and Financial Reconstruction (BIFR). The historic B&C Mills ultimately ceased operations and the group underwent a prolonged restructuring process.
Udayar family takes control
A major turning point came in 1987, when the business was acquired by the N P V Ramasamy Udayar family, whose descendants continue to be the promoter family today.
The agencies and services undertaking of Binny Ltd was demerged to the company by the scheme under Sections 391 to 394 of the Act. The equity shareholders of the company and the equity shareholders of Binny Ltd approved the scheme at their respective meetings. Binny Mills was incorporated in December 2007 led by the promoter group of V R Venkataachalam. The High Court of Madras approved the scheme vide its order dated April 22, 2010.