RayBan Sun Optics India Ltd.(RSIL) was incorporated as Bausch & Lomb India Private Limited under the Companies Act, 1956 on May 28, 1990. The word ‘Private’ was deleted from the company's name under 44(2)(b) of the Companies Act, 1956 with effect from March 25, 1991. The name of the company was changed to its present name i.e. RayBan Sun Optics India Limited with effect from March 30, 2001. RSIL has its Registered Office at SP 810-811, RIICO Industrial Area, Phase-II, Bhiwadi, Distt. Alwar, Rajasthan.
The company was originally promoted as a joint venture between B&L Inc. and Montari Industries Limited alongwith its associates with a view to set up a project for the manufacture of soft contact lenses, cleaning solutions, de-proteinising tablets, and metallic frames for sunglasses. B&L Inc. had an initial interest of 39.9% in the joint venture through one of its 100% subsidiaries, i.e. Bausch & Lomb South Asia Inc., which, over the years, increased to 44.152%.
Consequent to the purchase of B&L Inc.’s Eyewear Business by Luxottica, this shareholding in the target company is currently held by RI Holdings, which is a 100% subsidiary of Ray Ban Holdings Inc. Ray Ban Holdings Inc., in turn, is a 100% subsidiary of Luxottica U.S. Holdings Corp. which is a 100% subsidiary of Luxottica.
The principal activity of RSIL is manufacturing, marketing, import and export of, and dealing in eyewear products consisting of sunglasses and prescription frames, predominantly under RayBan trademark. The current arrangement between Luxottica and RSIL for manufacture of eyewear under the RayBan trademark is an ‘at will’ arrangement and there is no binding written trademark license agreement between the parties. There is no binding agreement between Luxottica and RSIL for purposes
Ray-Ban Sun optics India was incorporated to manufacture Ray-Ban sunglasses, contact lens and other ancillary products. In the year 2000, the company hived off its contact lens business to a separate entity in the wake of the global sale of the sunglass business by Bausch & Lomb Inc., USA to Luxottica Group S.p.A. (luxottica). Luxottica Group S.p.A. and Ray Ban Indian Holdings Inc. came with an open offer in November 2003 to the equity shareholders of RayBan Sun Optics India Limited. The Offer was made by Luxottica Group S.p.A., a company organised under the laws of the Republic of Italy, with its registered office at Via Cantù 2, Milano 20123, Italy and Ray Ban Indian Holdings Inc., a company incorporated under the laws of USA, with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, USA to the equity shareholders of RayBan Sun Optics India Limited to acquire up to 4,895,900 equity shares of Rs. 10 each, representing 20.00% of the equity share capital of the target company, at a price of Rs. 104.30 per equity share payable in cash, in compliance with Regulation 10 & 12 of Chapter III of the Regulations. Interest of Rs. 79.95 per equity share, calculated at the rate of 10% per annum from August 27, 1999 till April 24, 2007, i.e. the scheduled date of payment of consideration, in accordance with the Supreme Court Order, payable in cash. However, such interest was payable only to those persons who were shareholders of the Target Company as on August 27, 1999 and continue to be shareholders of the target company on the date of the closing of the Offer.
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