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"BHARAT BIJLEE INAUGURATES NEW PLANT"

Bharat Bijlee inaugurated its new PWRLEX Transformer factory on 22nd March, 2006 at the hands of Mr. Jaisingh R. Danani one of the three founding Directors of the Company.This world class state-of the-art plant increases Bharat Bijlee’s manufacturing capacity to more than 8000 MVA per annum."

TRANSFER OF THE ELEVATOR FIELD OPERATIONS BUSINESS

May we invite your attention to the Report of the Board of Directors of our Company in respect of our financial year ended on March 31, 2005 in which we, inter alia, stated as under:-

“DISINVESTMENT OF LIFT OPERATIONS"

As approved earlier by the shareholders and unsecured creditors of the Company in their meetings convened by the Hon'ble High Court, Bombay, on 26 th October, 2004, and thereafter approved vide its Order dated 17 th December, 2004, under Section 391`-394 of the Companies Act, 1956, the Elevator Field Operations business of the Company was transferred to Olympus Elevator Pvt. Ltd. (OEPL) upon the Scheme of Arrangement under section 391-394 of the Companies Act, 1956 becoming effective on 23 rd December, 2004 in terms of Clause No.23 of the said Scheme as per Section 391 (3) of the Companies Act, 1956 against an exchange of 2,47,50,000 preference shares of Rs.10/- each (since redeemed), 990 Bonds A of Rs.50,000/- each and 660 Bonds B of Rs.50,000/- each and in respect of the later two items of instruments, the Agreement provides for variations in the redemption values. These variations are presently subject to appropriate adjudication.”

As our Chairman informed the members at our 58 th Annual General Meeting held on August 12, 2005, the receipt of a part of the sale consideration for the Elevator Field Operations Division as also redemption of certain instruments allotted pursuant to the approved Scheme under sections 391 and 394 of the Companies Act, was awaiting adjudication in Arbitration proceedings to be undertaken in terms of the Agreement between our Company and the Transferee Company in whom the Elevator Field Operations Division had so vested.

Based on negotiations carried out by our Company's representatives, the matter has now been resolved amicably as a result of which the total consideration receivable by us has been fixed at Rs.36.5 crores, of which we had already received Rs.24.75 crores. As a result of such negotiated settlement, we have become entitled to receive the balance consideration of Rs.11.75 crores through redemption of the foregoing instruments allotted to us pursuant to the foregoing Scheme and partly through the release of moneys held in an Escrow Account to our credit.

The Company had already accounted for the exceptional item of income in respect of the transfer of the Elevator Field Operations Division amounting to Rs.15.08 crores after taking into account the consideration of Rs. 33.00 crores on the basis that the same is free from any risks or uncertainties. Accordingly, in the current financial year ending on March 31, 2006 (and, likewise, in the Quarter to end on September 30, 2005), we shall be accounting for an additional extra-ordinary item on account of the transfer of the Elevator Field Operations Division amounting to Rs. 3.50 crores or thereabouts

PUBLIC NOTICE

Notice is hereby given that the Hon’ble High Court, Bombay has vide two separate Orders both dated 17th December, 2004 approved the Scheme of Arrangement under Section 391-394 of the Companies Act, 1956 between Bharat Bijlee Limited (Transferor) and Tiger Elevator Pvt. Ltd. (Transferee).

Effective 23rd December, 2004 the Transferred Business comprising of the Elevator Field Operations Division with the Transferred Assets, Liabilities and Employees as defined under the Sanctioned Scheme stands transferred to the Transferee. The Transferor will continue to carry on the remaining business.

Sd/-
Bharat Bijlee Limited,
Company Secretary

Place: Mumbai
Date: 4th January, 2005

Bharat Bijlee's lift field operations business would be transferred to M/s Tiger Elevator Pvt. Ltd.

The Committee of Directors of the Company constituted by the Board of Directors of the Company vide their Circular Resolution dated 13th August, 2004 authorised the Managing Directors, Mr. Nakul P. Mehta and Mr. Nikhil J. Danani to jointly and severally re-negotiate, discuss, execute and implement revised Scheme of Arrangement wherein all the specified assets and liabilities of its Elevator Field Operation Division would be transferred to Tiger Elevators Pvt. Ltd. (a wholly owned subsidiary of Kone Elevators India Pvt. Ltd).

Consequently the consideration has been re-negotiated and revised to 24,750,000 Preference shares of the face value of Rs.10/- each in the capital of Tiger Elevators Pvt. Ltd. and 990 Bonds A and 660- Bonds B of the face value of Rs.50,000/- each to be issued by Tiger Elevators Pvt. Ltd.

The Company has since received a ‘No Objection’ from the Stock Exchange, Mumbai for the said revised Scheme of Arrangement which will be filed in the High Court of Mumbai for its approval under Section 391-394 of the Companies Act, 1956.