Hon'ble RASTOGI, J.—Instant Company petition (No.9/2011) has been instituted u/Sec. 100 to 104 of Indian Companies ct, 1956 ("Co. Act") seeking order of the Company Court for reduction of share capital of Rayban Sun Optics India Ltd. (petitioner-Co.).

2. The petitioner-Company was originally incorporated under provisions of the Co. Act on May 28, 1990, as a Company Limited by share in the name and style of Bausch & Lomb India Pvt. Ltd., having its registered office at New Delhi. Registered Office was thereafter changed to Plot No.810-811, Road No.20, RIICO Industrial Area, Phase II, Bhiwadi (Alwar district) Rajasthan and a certificate of registration under the order of Company Law Board confirming transfer of Registered Office from Delhi to State of Rajasthan was issued by Registrar of Companies, Rajasthan at Jaipur ("ROC, Jaipur").

3. However, word-"Private" was deleted from name of petitioner-Company u/S. 44(2)(b) of Co. Act w.e.f. March 25, 1991; and thereafter by special resolution of Members of petitioner-Company in accordance with S.21 of Co. Act, and upon approval of ROC Jaipur vide ROC/Approval/21/8343/2577 dt. 30.4.2001, name of petitioner-Company was changed from "Bausch & Lomb India Ltd." to "Rayban Sun Optics India Ltd." and accordingly a fresh Certificate of Incorporation was issued on March 30, 2001.

4. The objects of petitioner-Co. are set out in Art. III of its Memorandum of Association. The authorized, issued, subscribed and paid up share capital of petitioner-Company as on May 6, 2011 are ad infra:

(a) Authorised Share Capital -

Rs. Thirty Five Crores divided into 5,000 preference shares each of Rs.100/- and 3,49,50,000 equity shares each of Rs.10/-.

(b) Issued and Subscribed Equity Share Capital

Rs.24,47,91,870/- (Rupees Twenty Four Crores Forty even Lacs Ninety One Thousand Eight Hundred and Seventy only) divided into 2,44,79,187 (Two Crores Forty Four Lacs Seven Nine Thousand One Hundred and Eighty seven only), equity shares each of Rs.10/-

(c) Paid up Equity Share Capital

Rs.24,47,70,815/- (Rupees Twenty Four Crores Forty Seven Lacs Seventy thousand eight Hundred and Fifteen only) comprising of Fully paid up equity share capital of Rs.24,47,29,170/- (Rupees Twenty Four Crores Forty Seven Lacs Twenty Nine Thousand One Hundred and Seventy Only) divided into 2,44,72,917 (Two Crores forty Four Lacs Seventy Two Thousand Nine Hundred and Seventeen only) fully paid up equity shares each of Rs.10/- and a sum of Rs.41,645/- (Rupees Forty One Thousand Six Hundred and Forty Five) for the forfeited equity shares being call-in-arrears.

On 28.4.1999 Luxottica Group S.P.A. entered into an agreement for the purchase from Bausch & Lomb Incorporated ("B&L Inc.") of its business of production, marketing, distribution and sale of sun glasses and spectacle frames, besides certain relates accessories in various locations around the world ("Eyewear Business"). In India, B&L Inc. held 44.152% of equity shares of petitioner-Co. (erstwhile known as Bausch & Lomb South Asia Inc.) through its subsidiary B&L South Asia Incs.). However, consequent upon amendment to the Purchase agreement, made on March 24, 2000, aforesaid 44.152% of the equity shares of petitioner hitherto held by B & L South Asia stood transferred to Bausch & Lomb Indian Holdings Inc. (Subsequently known as Ray Ban Indian Holdings Inc. ("RayBan India"). At that time, product range of petitioner-Company was divided into two parts, viz. Products related to its Eye-wear Business and another related to its other business (Non-Eye-wear business); and as it evident from the amendment to Purchase agreement and pursuant to Resolution dt.21.7.2000 passed by the Members, Non-eyewear Businesses were sold to an Indian subsidiary of B&L South Asia on 23.10.2000. Sub-sequent to disinvestments of Non-Eye-wear business and by virtue of merger agreement dt.27.10.2000, B&L South Asia Holdings Inc. stood merged into RayBan Holdings Inc. in the State of Delaware (USA) (subsidiary of Luxottica).

5.

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