“FAQs regarding Demerger”

Considering the growth opportunities in the auto, wind-energy, insurance and finance sectors, it has been considered timely and appropriate to de-merge these activities into separate entities, each of which can focus on these core businesses and strengthen its competencies.

The demerger creates three separate entities with management focus on clearly laid out objectives, pursuant to which: -

1. the auto company would focus on auto business;

2. the wind power and financial services company will focus on wind-energy generation, insurance, consumer finance and new initiatives in financial services space; and

3.    the primary investment company will focus on new business opportunities.

The two new companies will be able to tap (on an arm’s length basis) into the cash pool of the investment company to support future growth initiatives, if required.

The demerger will enable the investors to hold separate focused stocks.

The demerger will facilitate more transparent benchmarking of the companies with its peers in their respective industries.

The demerger unlocks value for the shareholders and would also benefit the employees and other stakeholders.

The Scheme would operate as under.

Erstwhile Bajaj Auto Ltd. (BAL) formed two subsidiaries in April 2007 viz.

1. Bajaj Holdings & Investment Limited (BHIL) and
2. Bajaj FinServ Limited (BFS).

Erstwhile BAL subscribed to the shares of the two companies as under :-

BHIL (new BAL) - 43.5 million shares of Rs. 10 each i.e. Rs. 435.0 million.

BFS -  43.5 million shares of Rs.   5 each i.e. Rs. 217.5 million.

The auto business of the company along with all assets and liabilities pertaining thereto, including investments in PT Bajaj Auto Indonesia and in a few vendor companies, are transferred to BHIL (i.e. the current BAL). In addition, a total of Rs.15,000 million (market value) in cash and cash equivalents are also transferred to this company.

The wind power project, investments in the insurance companies viz. Bajaj Allianz Life Insurance Co Ltd., Bajaj Allianz General Insurance Co. Ltd. and investment in the consumer finance company Bajaj Auto Finance Ltd. along with relevant assets and liabilities are transferred to BFS. In addition, a total of        Rs. 8,000 million (market value) in cash and cash equivalents are also transferred to BFS.

The remaining assets and liabilities including investments in group companies and balance cash and cash equivalents are retained in BHIL (formerly BAL).

As part of the Scheme, Bajaj Holdings and Investment Limited, the auto company, is renamed as Bajaj Auto Limited and the erstwhile Bajaj Auto Limited is renamed as Bajaj Holdings & Investment Limited (which would act as the primary investment company).  Requisite changes have been made in the respective charter documents of these companies.

All shareholders in erstwhile BAL on the record date have become shareholders in each of the two new companies and have been issued shares of the two new companies in the ratio of 1:1.

After such issuance, each shareholder, for every share held in erstwhile Bajaj Auto Limited,

1. would continue to hold one share of BHIL (formerly BAL) of the face value of Rs.10/- each fully paid up,
2. has been allotted one share of the new BAL of face value of Rs.10/- each fully paid up and
3. has been allotted one share of BFS of face value of Rs.5/- each fully paid up.

After the above issue of shares by the new companies, the share capital position in each of the companies would stand as under.

Bajaj Holdings & Investment Limited (formerly BAL)

Bajaj Auto Limited (New)

Bajaj Finserv Limited

After the issue of new shares, the shareholders of erstwhile BAL would hold about 70% shares in the new companies in the same ratio as their current holding, with the remaining about 30% being held by Bajaj Holdings and Investment Limited.

The proposed transaction reinforces the commitment of the Bajaj Group to the businesses of the new companies, BAL and BFS. The transaction structure also enables the new companies to tap into the cash pool of BHIL to support their future growth initiatives, even while enabling BHIL to participate in the growth of the auto business and the financial services business.

The board of directors of erstwhile Bajaj Auto Ltd. had approved the scheme of demerger at its meeting held on 17 May 2007.

The scheme of demerger was approved by the shareholders of erstwhile Bajaj Auto Ltd. at the court-convened meeting held on 18 August 2007.  The scheme was also approved by the creditors of the company in their court-convened meeting held on the same day.

The scheme of demerger was approved by the Hon’ble Bombay High Court vide its order dated 18 December 2007, a copy of which was received by the company on 19 February 2008.

The effective date of demerger is the date on which a copy of the court order has been filed with the Registrar of Companies, Maharashtra, Pune.  In the instant case, it is 20 February 2008.

As a result of demerger, the erstwhile Bajaj Auto Ltd. is trifurcated and three companies emerging as a result thereof are (1) Bajaj Auto Ltd. (2) Bajaj Holdings & Investment Ltd. and (3) Bajaj Finserv Ltd.

Shares of Resulting companies i.e. BAL & BFS shall be listed on BSE & NSE and shall be available for trading thereon after the necessary permissions / approvals.

The shareholders of erstwhile Bajaj Auto Ltd. as on the record date i.e. 25 March 2008, (1) are continuing to hold one equity share of the face value of Rs.10/- each fully paid-up, under the changed name as Bajaj Holdings & Investment Ltd. (2) have been allotted equity share/s of Bajaj Auto Ltd. of the face value of Rs.10/- each fully paid-up in the ratio of 1:1 and (3) have been allotted equity share/s of Bajaj Finserv Ltd. of the face value of Rs.5/- each fully paid-up in the ratio of 1:1.

Record Date for allotment / credit of shares of companies resulting out of demerger was 25 March 2008.

The date of allotment of shares of BAL & BFS in the ratio of 1:1 was 3 April 2008, on or after which date (a) the shares of these additional two companies got credited to the demat accounts of the shareholders in electronic mode, and (b) share certificates were despatched to the shareholders holding shares in physical mode. 

Shareholders of erstwhile Bajaj Auto Ltd. were entitled to receive shares of Resulting companies, only if they held shares of erstwhile BAL on the record date, i.e. as on 25 March 2008.

Shares of the Resulting companies got credited to the respective active demat accounts on 4 April 2008.

Share Certificates were despatched to the shareholders holding existing shares in physical form on or shortly after the date of allotment i.e. 3 April 2008.

Yes.

Each shareholder of erstwhile Bajaj Auto Ltd. shall receive one Share Certificate each in the following companies for shares in equal proportion to his/her existing holding on the record date:

1. Bajaj Holdings & Investment Ltd. (formerly Bajaj Auto Ltd.) -  one certificate representing shares held on the record date in the ratio of 1:1 of the face value of Rs.10/- each.

2. Bajaj Auto Ltd.  (formerly Bajaj Holdings & Investment Ltd.) – one certificate representing shares held in Bajaj Holdings & Investment Ltd. on the record date in the ratio of 1:1 of the face value of Rs.10/- each.

3. Bajaj Finserv Ltd. – one certificate representing shares held in Bajaj Holdings & Investment Ltd. on the record date in the ratio of 1:1 of the face value of Rs.5/- each.

Upon new certificates being issued as mentioned above, the old share certificate/s of erstwhile Bajaj Auto Ltd. shall cease to be valid and shall not be transferable on and from the record date.  These shares may be surrendered to the company or cancelled and/or destroyed.

Yes.   The shares of BAL & BFS obtained under the scheme of demerger will not be available for trading, until the listing / trading permission is granted by the stock exchanges.  As regards shares held by BHIL in BAL & BFS are concerned, there will be a lock-in for a period of 3 years from the date of listing.

Yes. 

April 03, 2008

Bajaj Holdings & Investment Limited
(Formerly Bajaj Auto Ltd.)
Regd. Office: Bajaj Auto Ltd. Complex
Mumbai – Pune Road, Akurdi,
PUNE 411 035
Tel : 020 – 27406063 Fax : 020 - 27407380

Dear shareholder,

As you may be aware, considering the growth opportunities in the auto, wind-energy, insurance and finance sectors, erstwhile BAL has been demerged into (a) BAL to focus on auto business, (b) BFSL to focus on wind-energy generation , insurance, consumer finance and new initiatives in financial services and (c) BHIL to focus on investments and new business opportunities.

Under the said scheme of demerger, the name of erstwhile BAL has been changed to BHIL and the name of erstwhile BHIL, i.e. the company to which auto business is transferred has been changed to BAL.

Pursuant to the scheme of arrangement of demerger approved by the Hon’ble High Court of Bombay vide its order dated 18 December 2007 between the above companies and subject to the provisions of Memorandum and Articles of Association of these companies, following equity shares have been allotted to you as per particulars given below:-

The shareholders of BHIL (erstwhile BAL) will continue to hold equity shares in the company, under the same ISIN i.e. INE118A01012, but under the changed name of BHIL.

Kindly note that as per the procedure for listing of equity shares on the stock exchanges, applications to the stock exchanges (BSE & NSE) are being made by BAL & BFSL for listing and trading permission. The equity shares allotted in these companies, pursuant to the scheme, shall remain frozen in the depositories’ system till listing / trading permission is given. Should the members trade / deal in these shares before the listing, they will do so at their own risk and consequences.

Kindly acknowledge receipt of credit into your account as shown above.

Thanking you & assuring you of our best services at all times,

Yours faithfully,
For BHIL, BAL & BFS

April 04, 2008

Bajaj Holdings & Investment Limited
(Formerly Bajaj Auto Ltd.)
Regd. Office: Bajaj Auto Ltd. Complex
Mumbai – Pune Road, Akurdi,
PUNE 411 035
Tel : 020 – 27406063 Fax : 020 - 27407380

Dear shareholder,

This is further to our communication dated 25 February 2008 on the above subject.

As you are aware, considering the growth opportunities in the auto, wind-energy, insurance and finance sectors, erstwhile BAL has been demerged into (a) BAL to focus on auto business, (b) BFSL to focus on wind-energy generation, insurance, consumer finance and new initiatives in financial services and (c) BHIL to focus on investments and new business opportunities.

Pursuant to the scheme of arrangement of demerger approved by the Hon’ble Bombay High Court vide its order dated 18 December, 2007 between the above companies and subject to the provisions of Memorandum and Articles of Association of these companies, following fully paid equity shares have been allotted to you as per particulars given below:-

Following are the details of share certificates issued to you:

The shareholders of erstwhile BAL will continue to hold equity shares in the company, but under the changed name of BHIL. Accordingly, a new share certificate in the name of BHIL has been issued in lieu of old share certificate/s in your possession, which have now ceased to be valid.

Share Certificates for the above-mentioned shares of the three companies are enclosed.

Kindly note that as per the procedure for listing of equity shares on the stock exchanges, applications to the stock exchanges (BSE & NSE) are being made by BAL & BFSL for listing and trading permission. The equity shares allotted in these companies, pursuant to the scheme, shall remain frozen in the depositories’ system till listing / trading permission is given. Should the members trade / deal in these shares before listing, they will do so at their own risk and consequences.

Kindly acknowledge receipt.

Thanking you & assuring you of our best services at all times,

Yours faithfully,
For BAL, BFSL and BHIL

April 04, 2008

Bajaj Holdings & Investment Limited
(Formerly Bajaj Auto Ltd.)
Regd. Office: Bajaj Auto Ltd. Complex
Mumbai – Pune Road, Akurdi,
PUNE 411 035
Tel : 020 – 27406063 Fax : 020 - 27407380

Dear shareholder,

This is further to our communication dated 25 February 2008 on the above subject.

As you are aware, considering the growth opportunities in the auto, wind-energy, insurance and finance sectors, erstwhile BAL has been demerged into (a) BAL to focus on auto business, (b) BFSL to focus on wind-energy generation, insurance, consumer finance and new initiatives in financial services and (c) BHIL to focus on investments and new business opportunities.

Pursuant to the scheme of arrangement of demerger approved by the Hon’ble Bombay High Court vide its order dated 18 December, 2007 between the above companies and subject to the provisions of Memorandum and Articles of Association of these companies, following fully paid equity shares have been allotted to you as per particulars given below:-

Following are the details of share certificates issued to you:

The shareholders of erstwhile BAL will continue to hold equity shares in the company, but under the changed name of BHIL. Accordingly, a new share certificate (enclosed) in the name of BHIL has been issued in lieu of old share certificate/s in your possession, which have now ceased to be valid.

Kindly note that as per the procedure for listing of equity shares on the stock exchanges, applications to the stock exchanges (BSE & NSE) are being made by BAL & BFSL for listing and trading permission. The equity shares allotted in these companies, pursuant to the scheme, shall remain frozen in the depositories’ system till listing / trading permission is given.Should the members trade / deal in these shares before listing, they will do so at their own risk and consequences.

Kindly acknowledge receipt.

Thanking you & assuring you of our best services at all times,

Yours faithfully,
For BAL, BFSL and BHIL

March 25, 2008

Bajaj Holdings & Investment Limited
(Formerly Bajaj Auto Ltd.)
Regd. Office: Bajaj Auto Ltd. Complex
Mumbai – Pune Road, Akurdi,
PUNE 411 035
Tel : 020 – 27406063 Fax : 020 - 27407380

Dear Shareholder,

Sub : Cost of acquisition on demerger

The Hon’ble High Court of Bombay has by its order dated 18 December 2007, sanctioned the scheme of Arrangement of demerger between Bajaj Holdings & Investment Ltd (“BHIL” or “the Company” - erstwhile Bajaj Auto Ltd), Bajaj Auto Ltd (“BAL”- erstwhile Bajaj Holdings & Investment Ltd) and Bajaj Finserv Ltd (BFSL) & their respective shareholders and creditors.

As per the said scheme, the assets & liabilities relatable to Manufacturing undertaking & Strategic undertaking of the Company have been transferred at book value to BAL and BFSL respectively (“Resulting Companies”) at book value, as standing in the books of the Company as on the close of business hours on 31 March 2007.

The book value of net assets transferred and the equity shares to be issued pursuant to the said scheme are as under:

This intimation is issued to inform the shareholders the method of calculation of the cost of acquisition and date of acquisition of the Resulting companies’ shares as also of the Company’s shares as per the provisions of the Income Tax Act, 1961 and is based on expert’s opinion obtained by the Company.

The Company has been advised and also on its own interpretation of the Income Tax Act, feels that: 

As per the provisions of sub-section (2C) of section 49 of the Income-tax Act, 1961, the cost of shares of Resulting Companies has to be taken in the same proportion as the net book value of the assets transferred bears to the net worth of the demerged company immediately before such demerger. As per provisions of sub-section (2D), the cost of acquisition of original shareholding in the demerged company is deemed to have been reduced by the amount calculated as per provisions of sub-section (2C). 

The net worth, for the purpose of this provision, is Share Capital & General Reserve, which was Rs.5516.11 crore as on 31 March 2007 immediately before the demerger.

Hence, for determining the cost of acquisition of equity shares of the Resulting Companies and the Company, shareholders are advised to apportion their pre-demerger cost of acquisition of the Company’s shares in the following manner:

Further, the Company has been advised that as per the provisions of section 47(vid) of the Income-Tax Act 1961, the issue of shares by Resulting Companies to the shareholders of the Company, when the transfer is made pursuant to the scheme of demerger, is not regarded as transfer. 

Accordingly, the date of acquisition of shares of the Resulting Companies would be deemed to be the date on which the shares of the Company were acquired.  

This communication is solely for the benefit of the shareholders and due care has been taken by the Company to check the accuracy of the information. However, the Company does not take any express or implied liability in providing this guidance.

The shareholders are advised to seek legal opinion, should they feel it necessary. 

Thanking you,  

Yours faithfully,
For Bajaj Holdings & Investment Ltd.
(Formerly Bajaj Auto Ltd.) 

( J SRIDHAR )
AUTHORISED SIGNATORY

BAJAJ HOLDINGS AND INVESTMENT LIMITED
(FORMERLY BAJAJ AUTO LIMITED)
Regd Office : Mumbai-Pune Road
Akurdi, Pune 411 035

NOTICE OF RECORD DATE

The Hon’ble High Court of Judicature at Bombay, vide order dated 18 December 2007 received by the company on 19 February 2008 has sanctioned the Scheme of Arrangement of Demerger between Bajaj Auto Limited (BAL), Bajaj Holdings & Investment Ltd (BHIL) and Bajaj Finserv Ltd (BFS) and their respective shareholders and creditors(“Scheme”).

The copy of the said court order has been duly filed with the Registrar of Companies, (Maharashtra), Pune on 20 February 2008, making this date as the “Effective Date” for the Scheme of Arrangement. “Appointed Date” under the Scheme is closing hours of business on 31 March 2007.

Under the Scheme, erstwhile BAL is demerged into three separate entities as under :-

1. Bajaj Auto Ltd (the new name of Bajaj Holdings & Investment Ltd under the scheme) to focus on auto business.
2. Bajaj Finserv Ltd (BFS) to focus on wind energy generation, insurance, consumer finance, financial products distribution business and new initiatives in financial services space; and
3. Bajaj Holdings & Investment Ltd (the new name of Bajaj Auto Ltd under the scheme) will function primarily as an investment company and focus on new business opportunities.

February 20, 2008

Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Dalal Street
MUMBAI 400 001

Kind Attn : Mr S Subramanian
DCS – CRD

Dear Sir/s :

Sub : Change of Name of Company, Highlights of the Scheme of Demerger and Changes in Board Composition

As per our notice dated 19 February 2008 and 20 February 2008, this is to inform you once again that the Hon’ble High Court of Judicature at Bombay has sanctioned the Scheme Arrangement between Bajaj Auto Ltd, Bajaj Holdings & Investment Ltd and Bajaj Finserv Ltd and its respective shareholders and creditors. This marks the successful completion of the demerger process, which was initiated by the company with the board approval on 17 May 2007.The demerger reinforces the commitment of Bajaj Auto Limited group to the businesses of the resulting companies.

Pursuant to the Scheme, Bajaj Auto Ltd is re-named as Bajaj Holdings & Investment Ltd.

Highlights of the Scheme of Demerger as well as certain changes made in the composition of the board of the directors of the three companies are given in the following paragraphs

1. Highlights of the Scheme of De-merger
   
   Bajaj Auto Ltd (BAL) formed two wholly owned subsidiaries, viz. Bajaj Holdings & Investment Ltd and Bajaj Finserv Ltd on 30 April 2007.
   
   Bajaj Auto Ltd (BAL)at its board meeting held on 17 May 2007 decided to demerge its undertakings into three separate entities as under :
   
   
   1. Bajaj Auto Ltd (the new name of Bajaj Holdings & Investment Ltd under the scheme) to focus on auto business.
   2. Bajaj Finserv Ltd (BFS) to focus on wind energy generation, insurance, consumer finance, financial products distribution business and new initiatives in financial services space and
   3. Bajaj Holdings & Investment Ltd (the new name of Bajaj Auto Ltd under the scheme) will function primarily as an investment company and focus on new business opportunities.

   The share capital of the three companies as on 17 May 2007 was as under :-

   BAL	Rs. 101.18 crores (equity shares of face value of Rs.10/- each)
   BHIL	Rs.43.5 crores (equity shares of face value of Rs.10/- each)
   BFS	Rs.21.75 crores (equity shares of face value of Rs.5/- each)

   Under the scheme, every shareholder in BAL would be entitled to receive one equity share each in the two new resulting companies for every equity share held by him in BAL.
   
   The share capital of the three companies post demerger, after allotment of shares as above would be as under :-

   BAL(renamed as BHIL)	Rs. 101.18 crores (equity shares of face value of Rs.10/- each)
   BHIL(renamed as BAL)	Rs.144.68 crores (equity shares of face value of Rs.10/- each)
   BFS	Rs.72.34 crores (equity shares of face value of Rs.5/- each)

   The holding of BHIL post demerger in the two resulting companies would come down from 100% to 30%, while the holding by the existing shareholders of erstwhile BAL would be the remaining 70%. In this manner, the shareholders of the demerged company shall directly and indirectly hold 100% share capital of the resulting companies.
   
   Effective date when the scheme takes effect is 20 February 2008, i.e. the date of filing of the certified copy of the order of the Court with the Registrar of Companies, Pune.
   
   Appointed date under the scheme is beginning of 1 April 2007 and the scheme would take retrospective effect from that date.
   
   Record date to decide the entitlement of shares is 25 March 2008, based on the effective date and as per stock exchange requirements.
   
   Listing of shares of the two new companies, i.e. the new BAL and BFS, after allotment is expected to take place by end of April 2008.

2. Changes in boards with effect from effective date, i.e. 20 February 2008
   
   
   1. BHIL – listed (erstwhile BAL)
      
      

      The board of BHIL (erstwhile BAL) gets pruned to an eight member board from the current sixteen member board and hence, the following eight directors resign from this board:
      
      Shri Shekhar Bajaj
      Shri Niraj Bajaj
      Shri D S Mehta
      Shri Kantikumar R Podar
      Shri J N Godrej
      Smt Suman Kirloskar
      Shri Naresh Chandra and
      Shri P Murari
      
      
      The four whole-time directors herein named resign from their executive positions. Of the four, Shri Rahul Bajaj takes over as Non-executive Chairman and the remaining three, viz. Shri Madhur Bajaj, Shri Rajiv Bajaj and Shri Sanjiv Bajaj become Non-executive Directors.
      
      Shri V S Raghavan is appointed as Manager under the Companies Act, 1956 with the designation of CEO (Operations).
      
      The new Board is therefore as under:
      
      Shri Rahul Bajaj, Chairman
      Shri Madhur Bajaj
      Shri Rajiv Bajaj
      Shri Sanjiv Bajaj
      Shri Manish Kejriwal
      Shri D J Balaji Rao
      Shri S H Khan
      Shri Nanoo Pamnani
      
      

   2. New BAL – unlisted (formerly BHIL)

      
      The board of new BAL will consist of the same sixteen members as in the erstwhile BAL.
      
      The new board with twelve additional directors is as under:
      
      Shri Rahul Bajaj, Chairman
      Shri Madhur Bajaj
      Shri Rajiv Bajaj
      Shri Sanjiv Bajaj
      Shri Shekhar Bajaj
      Shri Manish Kejriwal
      Shri D J Balaji Rao
      Shri S H Khan
      Shri Nanoo Pamnani
      Shri Niraj Bajaj
      Shri D S Mehta
      Shri Kantikumar R Podar
      Shri J N Godrej
      Smt Suman Kirloskar
      Shri Naresh Chandra and
      Shri P Murari
      
      
      Four existing directors take up executive positions as under ;
      
      Shri Rahul Bajaj is the Executive Chairman
      Shri Madhur Bajaj is the Executive Vice Chairman.
      Shri Rajiv Bajaj is the Managing Director.
      Shri Sanjiv Bajaj is the Executive Director.
      
      

   3. BFS - unlisted

      The board of BFS, which currently comprises four members gets expanded to a seven member board, by induction of three additional directors.
      
      The new board is as under :
      
      Shri Rahul Bajaj, Chairman
      Shri Madhur Bajaj
      Shri Rajiv Bajaj
      Shri Sanjiv Bajaj
      Shri S H Khan
      Shri D J Balaji Rao
      Shri Nanoo Pamnani.
      
      Shri Rahul Bajaj is the Non-Executive Chairman.
      Shri Nanoo Pamnani is the Non-Executive Vice Chairman.
      Shri Sanjiv Bajaj, the current NED, becomes the Managing Director.

This is for your information please.

Yours faithfully,
For Bajaj Holdings and investment Limited ,
(formerly Bajaj Auto Limited )

( J SRIDHAR )
AUTHORISED SIGNATORY

February 20, 2008

Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Dalal Street
MUMBAI 400 001

Kind Attn : Mr S Subramanian
DCS – CRD

Dear Sir/s :

Sub : Effective Date for Scheme of Arrangement of Demerger and Intimation of Record Date

By our notice dated 19 February 2008, it was informed to you that the Hon’ble High Court of Judicature at Bombay, vide order dated 18 December 2007 received by the company on 19 February 2008 has sanctioned the Scheme of Arrangement of Demerger between Bajaj Auto Limited (BAL), Bajaj Holdings & Investment Ltd (BHIL) and Bajaj Finserv Ltd (BFS) and their respective shareholders and creditors.

It is now informed that certified copy of the said court order (copy enclosed) has been duly filed with the Registrar of Companies, (Maharashtra), Pune on 20 February 2008. Accordingly, 20 February 2008, is the `Effective Date’ for the Scheme of Arrangement as aforesaid.

The company has fixed Tuesday, 25 March 2008 as record date for determining the shareholders of the company, who would be eligible to receive shares of Bajaj Auto Limited (new) and Bajaj Finserv Limited and the notice of the record date in prescribed format is given below :

This is for your information please.

Yours faithfully,
For Bajaj Holdings and investment Limited ,
(formerly Bajaj Auto Limited )

( J SRIDHAR )
AUTHORISED SIGNATORY

February 19, 2008

Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Dalal Street
MUMBAI 400 001

Kind Attn : Mr S Subramanian
DCS – CRD

Dear Sir/s :

Sub : Intimation regarding receipt of order for Scheme of Arrangement of Demerger

This is to inform you that the Hon’ble High Court of Judicature at Bombay, vide order dated 18 December 2007 received by the company on 19 February 2008 has sanctioned the Scheme of Arrangement between the company, Bajaj Holdings & Investment Ltd and Bajaj Finserv Ltd and their respective shareholders and creditors.

It is further informed that the “Effective Date” and the “Record Date” will be intimated soon by the company after the filing of the order with the office of the Registrar of Companies.

This is for your information and record please.

Thanking you,

Yours faithfully,
For Bajaj Auto Limited,

( J SRIDHAR )
COMPANY SECRETARY