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ABOUT BAJAJ

The Bajaj Group is amongst the top 10 business houses in India. Its footprint stretches over a wide range of industries, spanning

automobiles (two-wheelers and three-wheelers), home appliances, lighting, iron and steel, insurance, travel and finance. The group's

flagship company, Bajaj Auto, is ranked as the world's fourth largest two- and three- wheeler manufacturer and the Bajaj brand is well-

known across several countries in Latin America, Africa, Middle East, South and South East Asia. Founded in 1926, at the height of

India's movement for independence from the British, the group has an illustrious history. The integrity, dedication, resourcefulness and

determination to succeed which are characteristic of the group today, are often traced back to its birth during those days of relentless

devotion to a common cause. Jamnalal Bajaj, founder of the group, was a close confidant and disciple of Mahatma Gandhi. In fact,

Gandhiji had adopted him as his son. This close relationship and his deep involvement in the independence movement did not leave

Jamnalal Bajaj with much time to spend on his newly launched business venture.

His son, Kamalnayan Bajaj, then 27, took over the reigns of business in 1942. He too was close to Gandhiji and it was only after

Independence in 1947, that he was able to give his full attention to the business. Kamalnayan Bajaj not only consolidated the group,

but also diversified into various manufacturing activities. The present Chairman of the group, Rahul Bajaj, took charge of the business

in 1965. Under his leadership, the turnover of the Bajaj Auto the flagship company has gone up from INR.72 million to INR. 120 billion,

its product portfolio has expanded and the brand has found a global market. He is one of Indias most distinguished business leaders

and internationally respected for his business acumen and entrepreneurial spirit.

GROUP OF COMPANIESBajaj Auto is the flagship of the Bajaj group of companies. The group comprises of 34 companies and was founded in the year 1926.

The companies in the group are:

Bajaj Auto Ltd. Bajaj Holdings & Investment Ltd. Bajaj Finserv Ltd. Bajaj Allianz General Insurance

Company Ltd.

Bajaj Allianz Life Insurance Co. Ltd Bajaj Financial Solutions Ltd. Bajaj Auto Finance Ltd. Bajaj Allianz Financial Distributors Ltd. Bajaj Auto Holdings Ltd. P T Bajaj Auto Indonesia (PTBAI) Bajaj Auto International Holdings BV Bajaj Electricals Ltd. Hind Lamps Ltd. Bajaj Ventures Ltd. Mukand Ltd. Mukand Engineers Ltd. Mukand International Ltd. Bajaj Sevashram Pvt. Ltd. Jamnalal Sons Pvt. Ltd. Rahul Securities Pvt Ltd Shekhar Holdings Pvt Ltd Madhur Securities Pvt Ltd Niraj Holdings Pvt Ltd Shishir Holdings Pvt Ltd Kamalnayan Investments & Trading Pvt Ltd Sanraj Nayan Investments Pvt. Ltd. Hercules Hoists Ltd. Hind Musafir Agency Pvt. Ltd. Bajaj International Pvt. Ltd. Bachhraj Factories Pvt. Ltd. Baroda Industries Pvt. Ltd.

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Jeevan Ltd. Bachhraj & Co Pvt Ltd The Hindustan Housing Co. Ltd. Hospet Steels Ltd

KEY POLICIESTMP Policy:

SHE Policy:

Code of Conduct

Bajaj Auto Limited (herein after referred to as the "Company") hereby adopts the following Code of Conduct for Affirmative Action. This

will be effective from 1st December 2006.

The Company affirms that its competitiveness is interlinked with the well being of all sections of the Indian society. The Company believes that equal opportunity in employment for all sections of the society is a component of its growth and

competitiveness. It further believes that inclusive growth is a component of growth and development of the country.

The Company affirms the recognition that liersity to reflect socially disadvantages sections of the society in the workplacehas a positive impact on business.

The Company will not practice nor support conscious discrimination in any form. The Company does not bias employment away from applicants belonging to disadvantaged sections of society if such

applicants possess competitive skills and job credentials.

The Company's selection of business partners is not based on any considerations other than normal business parameters. Incase of equal business offers, the Company will select a business partner belonging to a socially disadvantaged section of

society.

This Code of Conduct for Affirmative Action will be put up on the company web-site to encourage applications from sociallydisadvantaged sections of society.

The Company makes all efforts for upskilling and continual training of all its employees in order to enhance their capabilitiesand competitive skills. No discrimination of any type will be shown in this process.

The Company may have a partnership programme with educational institution/s to support and aid students from sociallydisadvantaged sections of society.

The Company will maintain records of Affirmative Action. The Company has nominated Mr. Amrut Kumar Rath, Vice President (HR), to oversee and promote the Affirmative Action

policies and programmes. He will be accountable to the Chairman.

The Company will make available its learning and experiences as a good corporate citizen in Affirmative Action to othercompanies desiring to incorporate such policies in their own business.

RAHUL BAJAJ

Chairman

CODE OF CONDUCT FOR DIRECTORS AND MEMBERS OF SENIOR MANAGEMENT

Preface

This code of conduct shall apply to the directors and members of the senior management of Bajaj Auto Limited (referred to hereinafter

as BAL or the Company). For this code, members of the senior management (hereinafter referred to as 'senior managers') shall mean

those personnel of the company, who are members of the core management team, but shall exclude the whole-time directors.

Directors and senior managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their

ability and judgement. Directors and senior managers shall be governed by the rules and regulations of the company as are made

applicable to them from time to time. Directors and senior managers shall affirm compliance with this code on an annual basis as at the

end of each financial year.

Directors and senior managers shall ensure that they use the company's assets, properties and services for official purposesonly or as per the terms of appointment.

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Directors and senior managers shall not receive directly or indirectly any benefit from the company's business associates,which is intended or can be perceived as being given to gain favour for dealing with the company.

Directors and senior managers shall ensure the security of all confidential information available to them in the course of theirduties

No director or senior manager, other than the designated spokespersons shall engage with any member of press and mediain matters concerning the company.In such cases, they should direct the request to the designated spokespersons.

Directors and senior managers shall not engage in any material business relationship or activity, which conflicts with theirduties towards the company.

Senior managers shall not, without the prior approval of the managing director of the company, accept employment or aposition of responsibility with any organisation for remuneration or otherwise. In case of Whole-time Directors, such prior

approval must be obtained from the board of directors of the company.

Directors and senior managers shall declare information about their relatives (spouse, children and parents) employed in thecompany.

Senior managers shall follow all prescribed safety and environment-related norms.CSR GUIDING PRINCIPLES

The concept of Corporate Social Responsibility is relatively recent. But the philosophy of social responsibility and commitmentto give back to the society underlines the Bajaj way of conducting its businesses for a number of years now. The wide

spectrum of community development endeavors undertaken by Bajaj Auto Ltd embracing everything from health andeducation to women empowerment and more has touched, and changed, many lives. But the real credit for positive

change is always to those whom we have enabled on the path of Sustainable & Inclusive growth & well being.

Our CSR Areas

Education Health Women Empowerment Self Reliance Rural Development Environment & Natural Resources

BAJAJ AUTO BECOMES "BHARAT STAGE III" NORMSCOMPLIANT

BAL ACHIEVES BS III NORMS ON ENTIRE 2-WHEELER RANGEIn early March 2010, Bajaj Auto Ltd. once again demonstrated its commitment to green technology by achieving Bharat

Stage-III norm compliance for its range of products-the first company to do so. The Bharat Stage III norms, were notified by

Government of India on recommendation by Dr R.A. Mashelkar committee for the control of pollution in the country and are

applicable across all states.

Bajaj Auto achieved this much before the stated deadline of April 1st, 2010. Bajaj's patented technologies such as DTS-Si

and the DTS-i have always been at the forefront of eco-friendliness due to their efficiency and much lowered emissions.

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GLOBAL TRENDS

Bajaj is present in over 50 countries all over the globe Dominant presence in Africa, Latin America and South Asia with increasing market share every year Market leader in motorcycles in Colombia, Central America, Sri Lanka, Bangladesh, Philippines, Nigeria, Uganda and Kenya 891,002 units exported in 2009-10, an increase of over 15 % over the previous year Total motorcycle exports of 726,115 in 2009-10, growth of 15% over 2008-09 Largest exporter of three wheeled commercial vehicles in the world: 164,887 units exported in 2009-10, a rise of 19% over 2008-09