C M Y K RED HERRING PROSPECTUS Dated July 22, 2010 Please read Section 60B of the Companies Act, 1956 100% Book Built Issue Bajaj Corp Limited Our Company was incorporated at Mumbai as a private limited company, with the Registrar of Companies, Maharashtra, under the Companies Act, 1956 as "Bhaumik Agro Products Private Limited" pursuant to a Certificate of Incorporation dated April 25, 2006. The name of our Company was changed to "Bajaj Corp Private Limited" on September 11, 2007. Thereafter, our Company became a public limited company and its name was changed to "Bajaj Corp Limited" on October 16, 2007. For details of the change in our name and registered office of our Company, see the section titled "History and Certain Corporate Matters" beginning on page 105 of this Red Herring Prospectus. Registered Office: 2nd Floor, Building No. 2, Solitaire Corporate Park, 167, Guru Hargovind Marg, Chakala, Andheri (E), Mumbai - 400 093, Maharashtra, India. Corporate Office: Old Station Road, Udaipur - 313 001, Rajasthan, India. Tel: + (91 22) 66919477 / 78; Fax: + (91 22) 66919476; Email: [email protected]; Website: www.bajajcorp.com; Company Secretary and Compliance Officer: Mr. D.K. Maloo. THE PROMOTERS OF OUR COMPANY ARE BAJAJ CONSUMER CARE LIMITED, MR. SHISHIR BAJAJ, MRS. MINAKSHI BAJAJ, MR. KUSHAGRA BAJAJ AND MR. APOORV BAJAJ. PUBLIC ISSUE OF UP TO 4,500,000 EQUITY SHARES OF Rs. 5/- EACH (“EQUITY SHARES”) OF BAJAJ CORP LIMITED (“BCL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [] PER EQUITY SHARE) AGGREGATING TO RS. [ ] MILLION (THE “ISSUE” OR THE “IPO”). THE ISSUE WILL CONSTITUTE 15.3 % OF THE POST-ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 5/- EACH THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND ADVERTISED ATLEAST TWO WORKING DAYS PRIOR TO THE BID OPENING DATE. In case of revision in the Price Band, the Bidding Period will be extended for three additional working days after the revision of the Price Band subject to the Bidding Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLM”) and at the terminals of the members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contracts (Regulations) Rules, 1957 (“SCRR”), this being an issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIB Portion”) Bidders. Provided that our Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis out of which one-third shall be reserved for domestic Mutual Funds. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. Potential investors may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. All investors can participate through the ASBA process (except Anchor Investors). For details, see the section titled “Issue Procedure” beginning on page 288 of this Red Herring Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs. 5/- per Equity Share. The Issue Price is [] times the face of the Equity Shares. The Issue Price has been determined in consultation with the BRLM and justified by our Company as stated in the section titled “Basis for Issue Price” beginning on page 64 of this Red Herring Prospectus, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (the “SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 9 of this Red Herring Prospectus. IPO GRADING This Issue has been graded by CRISIL Limited as IPO Grade 4/5, indicating that the fundamentals of the IPO of our Company are above average relative to other listed equity securities in India. The IPO Grading is assigned on a five-point scale from 1 to 5, with IPO Grade 5/5 indicating strong fundamentals and IPO Grade 1/5 indicating poor fundamentals. For details, see the section titled “General Information” beginning on page 41 of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received in-principle approvals from the BSE and the NSE for the listing of our Equity Shares pursuant to their letters dated April 20, 2010 and April 7, 2010, respectively. For the purposes of this Issue, the Designated Stock Exchange shall be NSE. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE KOTAK MAHINDRA CAPITAL COMPANY LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED 1st Floor, Bakhtawar, 229, Nariman Point Plot nos.17-24, Vittal Rao Nagar, Mumbai 400 021, India Madhapur, Hyderabad - 500 081. Tel: + (91 22) 6634 1100 Tel : +91-40-2342 0815-28 Fax: + (91 22) 2284 0492 Fax: +91-40-2343 1551 E-mail: [email protected] Investor Grievance E-mail: [email protected] E-mail: [email protected] Website: www.kmcc.co.in Website: http://karisma.karvy.com Contact Person: Mr. Chandrakant Bhole Contact Person: Mr.M.Murali Krishna SEBI Registration No.: INM000008704 SEBI Registration Number: INR000000221 BID/ISSUE PROGRAMME BID/ISSUE OPENS ON Monday, August 2, 2010* BID/ISSUE CLOSES ON FOR QIB BIDDERS Wednesday, August 4, 2010 FOR RETAIL AND NON-INSTITUTIONAL BIDDERS Thursday, August 5, 2010 *Our Company may consider participation by Anchor Investors. Anchor Investor shall submit their Bid on the Anchor Investor Bidding Date, which is one day prior to the Bid/Issue Opening Date. C M Y K TABLE OF CONTENTS SECTION I – GENERAL .......................................................................................................................................1 DEFINITIONS AND ABBREVIATIONS........................................................................................................1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA................................................7 FORWARD-LOOKING STATEMENTS........................................................................................................ 8 SECTION II - RISK FACTORS............................................................................................................................9 SECTION III - INTRODUCTION ......................................................................................................................32 SUMMARY OF OUR INDUSTRY.................................................................................................................32 SUMMARY OF OUR BUSINESS ..................................................................................................................34