3. To extend the benefits of the "Arvind Ltd - Employee Stock Option Scheme" ("ESOS" or the "Scheme") referred to in the resolution under Item No. 2 and duly passed by the Members, subject to the overall limit of equity shares not exceeding 5% of the issued capital of the Company specified under the said ESOS above, to create, offer, issue and allot at any time to or to the benefit of such person(s) to such permanent employees of the subsidiary companies of the Company whether working in India or out of India and Directors of the subsidiary companies whether whole-time Directors or otherwise and / or such other persons, as may from time to time, be allowed to enjoy the benefits of ESOS under prevailing laws and regulations on such terms and conditions as may be decided by the Board.
4. To create, offer, issue and a from time to time in one or more tranches 5,06,00,000 warrants which are convertible into 5,06,00,000 equity shares to the Promoters / Promoter group (which expression shall mean and include the Promoters in present management control of the Company, and their friends, relatives, associates and companies controlled by them or in which they are directors or shareholders and associations controlled by them or in which they are members or office-beaters), at an issue price of Rs 52/- per warrant, each warrant convertible into one equity share of Rs 10/- each at a premium of Rs 42/-, aggregate to Rs 263,12,00,000/- determined in accordance with and on the terms and conditions mentioned in Chapter XIII of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 relating to preferential allotment and where the Relevant Date shall be September 23, 2007, subject to necessary provisions & approvals.
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