It was first formed in 1941, in Ahmednagar in India. It consisted then of the 44th, 45th and 46th Indian Infantry Brigades, and was intended to garrison Iraq. At the end of the year, war with Imperial Japan broke out and the division was split; 44th and 45th Brigades were despatched to Malaya where 45th Brigade fought in the Battle of Muar before both brigades were lost in the Battle of Singapore; 46th Brigade and the division HQ went to Burma, where the Division was reinforced by 16th Indian Infantry Brigade and took 2nd Burma Infantry Brigade under command.