We rely on various travel suppliers to facilitate the sale of our travel services. We do not have formal agreements with many of our travel suppliers, including low-cost airlines and many hotels whose booking systems or central reservations systems are relied upon by us for bookings and confirmation as well as certain payment gateway arrangements, and there can be no assurance that these third parties will not terminate these arrangements with us at short notice or without notice. Further, where we have entered into formal agreements, many of these agreements are short-term contracts, providing our counterparties with a right to terminate at short notice or without notice. Many of our airline suppliers with whom we have contractsformal agreements, including airlines, are also able to either terminate or alter the terms of their contracts with us at will or by providing a few days’at short notice. For example, our agreement with Indian Railways Catering and Tourism Corporation Limited, or IRCTC, which allows us to transact with Indian Railways’ passenger reservation system through the Internet, can be terminated by IRCTC without prior notice and at its sole discretion. Termination of any of the abovementioned agreements and/or arrangements could have a material adverse effect on our business, financial condition and results of operations.
We Have Sustained Operating Losses in the Past and May Experience Operating Losses in the Future.
We sustained operating losses in fiscal year 2013 and in all our fiscal years through March 31,prior to and including fiscal year 2010. While we hadgenerated operating profitprofits in fiscal yearyears 2011 and 2012, there can be no assurance that we cannot assure youwill be able to return to profitability or that we can avoid operating losses in the future. We expect that our operating expenses will increase and the degree of increase in these expenses will be largely based on anticipated organizational growth and revenue trends. As a result, any decrease or delay in generating additional sales volumes and revenue could result in substantial operating losses.
We Rely on Third-Party Systems and Service Providers, and Any Disruption or Adverse Change in Their Businesses Could Have a Material Adverse Effect on Our Business.
We currently rely on certain third-party computer systems, service providers and software companies, including the GDS used by full service airlines, and the electronic central reservation systems used by low-cost airlines, certain hotels which are directly-connected to us, Indian Railways and bus operators. In particular, we rely on third parties to:
| provide customer relationship management, or CRM, software services. |
Any interruption or deterioration in performance of these third-party systems and services could have a material adverse effect on our business. Further, the information provided to us by certain of these third-party systems, such as the central reservations systems of certain of our hotel suppliers, may not always be accurate due to either technical glitches or human error, and we may incur monetary and/or reputational loss as a result.
Our success is also dependent on our ability to maintain our relationships with these third-party systems and service providers, including our technology partners. In the event our arrangements with any of these third parties are impaired or terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms, which could result in significant additional costs or disruptions to our business.
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We outsource our call center service for sales for all international flights and most of our domestic Indian hotel reservations and packages. We also outsource our call center service for post-sales customer service support for all flights (domestic and international), domestic Indian hotel reservations and packages, and rail and bus ticketing, as well as back office fulfillment and ticketing services, to various third parties in India. If our outsourcing service providers experience difficulty meeting our requirements for quality and customer service standards, our reputation could suffer and our business and prospects could be adversely affected. Our operations and business could also be materially and adversely affected if our outsourcing service providers face any operational or system interruptions.
Further, many of our contracts with outsourcing service providers are short-term or have short notice periods. For example, our agreement with Serco BPO Private Limited (formerly Intelenet Global Services Private Limited,Limited), or Intelenet Global Services,Serco, which provides call center services for our Indian domestic air ticketinghotels and international air ticketingpackages business as well as post-sales customer service support for air tickets, is for a renewable term of three years but may be terminated by either party on two months’ notice. The agreements with iEnergizer IT Services Private Limited, or iEnergizer IT Services, InterGlobe Technologies Private Limited, or InterGlobe, and Motif India Infotech Private Limited, or Motif India Infotech, may be terminated by either party on 90 days’ notice after the first year in the term of such agreements. In the event one or more of our contracts with our outsourcing service providers is terminated on short notice, we may be unable to find alternative outsourcing service providers on commercially reasonable terms, or at all. Further, the quality of the service provided by a new or replacement outsourcing service providers may not meet our requirements, including during the transition and training phase. Hence, termination of any of our contracts with our outsourcing service providers could cause a decline in the quality of our services and disrupt and adversely affect our business, results of operations and financial condition.
We Rely on Information Technology to Operate Our Business and Maintain Our Competitiveness, and Any Failure to Adapt to Technological Developments or Industry Trends Could Harm Our Business.
We depend on the use of sophisticated information technology and systems, which we have customized in-house, for search and reservation for flights and hotels, as well as payments, refunds, customer relationship management,CRM, communications and administration. As our operations grow in both size and scope, we must continuously improve and upgrade our systems and infrastructure to offer our customers enhanced services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure in a cost-effective manner. Our future success also depends on our ability to upgrade our services and infrastructure ahead of rapidly evolving consumer demands while continuing to improve the performance, features and reliability of our service in response to competitive offerings.
We may not be able to maintain or replace our existing systems or introduce new technologies and systems as quickly as our competitors, in a cost-effective manner or at all. We may also be unable to devote adequate financial resources to develop or acquire new technologies and systems in the future.
We may not be able to use new technologies effectively, or we may fail to adapt our websites, transaction processing systems and network infrastructure to consumer requirements or emerging industry standards. If we face material delays in introducing new or enhanced solutions, our customers may forego the use of our services in favor of those of our competitors. Any of these events could have a material adverse effect on our operations.
We currently license from third-parties some of the technologies incorporated into our websites. As we continue to introduce new services that incorporate new technologies, we may be required to license additional technology. We cannot be sure that such technology licenses will be available on commercially reasonable terms, if at all.
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The Indian travel market is intensely competitive. Factors affecting our competitive success include, among other things, price, availability and breadth of choice of travel services and products, brand recognition, customer service, fees charged to travelers, ease of use, accessibility and reliability. We currently compete with both established and emerging providers of travel services and products, including other online travel agencies, such as cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and yatra.com,agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Certain of our competitors have also launched websites in other countries to better cater to Indian and other customers located in those areas. For example, in 2011, cleartrip.com recently launched website operations in the United Arab Emirates. Large, established Internet search engines have also recently launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete against us for customers. Some of our competitors have significantly greater financial, marketing, personnel and other resources than us and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and packages business) as compared with us. From time to time we may be required to reduce service fees and net revenue margins in order to compete effectively and maintain or gain market share.
Further, we may also face increased competition from new entrants in our industry. We cannot assure you that we will be able to successfully compete against existing or new competitors in our existing lines of business as well as new lines of business into which we may venture. If we are not able to compete effectively, our business and results of operations may be adversely affected.
Some travel suppliers are seeking to decrease their reliance on distribution intermediaries such as us by promoting direct distribution channels. Many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites. From time to time, travel suppliers offer advantages, such as bonus loyalty awards and lower transaction fees or discounted prices, when their services and products are purchased from supplier-related channels. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. If our access to supplier-provided content or features were to be diminished either relative to our competitors or in absolute terms or if we are unable to compete effectively with travel supplier-related channels, our business could be materially and adversely affected.
Some of Our Airline Suppliers (Including Our GDS Service Provider) May Reduce or Eliminate the Commission and Other Fees They Pay to Us for the Sale of Air Tickets, and This Could Adversely Affect Our Business and Results of Operations.
In our air ticketing business, we generate revenue through commissions and incentive payments from airline suppliers, service fees charged to our customers and fees from our GDS service provider. Our airline suppliers may reduce or eliminate the commissions and incentive payments they pay to us. For example, airlines in India reduced the base commissions paid to travel agencies during fiscal year 2013. To the extent any of our airline suppliers further reduce or eliminate the commissions or incentive payments they pay to us in the future, our revenue may be further reduced unless we are able to adequately mitigate such reduction by increasing the service feefees we charge to our customers in a sustainable manner. However, anyAny increase in service fees, to mitigate reductions in or elimination of commissions or otherwise, may also result in a loss of potential customers. Further, our arrangementarrangements with the airlines that supply air tickets to us may limit the amount of service feefees that we are able to charge our customers. Our business would also be negatively impacted if competition or regulation in the Indian travel industry causes us to have to reduce or eliminate our service fees.
We Rely on the Value of Our Brand,Brands, and Any Failure to Maintain or Enhance Consumer Awareness of Our BrandBrands Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operations.
We believe continued investment in our brand, “MakeMyTrip,” is critical to retain and expand our business. We believe that our brand is well respected and recognized in the Indian travel market, particularly in the air ticketing segment. However, we are relatively new in the hotels and packages segment, and may not enjoy the same brand recognition in this business.market. We have invested in developing and promoting our brand since our inception and expect to continue to spend on maintaining our brand’s value to enable us to compete against increased spending by our competitors, as well as against emerging competitors, including search engines and meta-search engines, and to allow us to expand into new geographies and products where our brand is not well known. Our marketing costs may also increase as a result of inflation in media pricing (including search engine keywords). With the acquisition of the Hotel Travel Group and the ITC Group during fiscal year 2013, we acquired the brands “HotelTravel” and “ITC,” which we believe are well-known brands globally, especially in Southeast Asia. We have invested and intend to continue to invest in developing and promoting these brands. There is no assurance that we will be able to successfully maintain or enhance consumer awareness of our brand.brands. Even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance consumer awareness of our brandbrands and generate demand in a cost-effective manner, it would negatively impact our ability to compete in the travel industry and would have a material adverse effect on our business. See also “— We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others, Including Current or Potential Competitors.”
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Our growth strategy involvesstrategies involve expanding our hotels and packages business (including through our travel agents’ network andnetwork), expanding our service offerings. Further, one of our strategies is to enhanceand product offerings, enhancing our service platforms by investing in technology, and expanding into new geographic markets. markets and pursuing strategic partnerships and acquisitions.
Our success in implementing our growth strategies areis affected by:
| the growth of the Internet as a medium for commerce in India; and |
Many of these factors are beyond our control and there can be no assurance that we will succeed in implementing our strategy. Separately,strategies.
We are also subject to additional risks involved in our growth strategy also involvesstrategies of expanding into new geographic markets which will involve additional risks.and pursuing strategic partnerships and acquisitions. See “— Our International Operations, Some of Which Are New to Us, Involve Additional Risks.Risks” and “— We May Not Be Successful in Pursuing Strategic Partnerships and Acquisitions, and Future Partnerships and Acquisitions May Not Bring Us Anticipated Benefits.”
We May Not Be Successful in Pursuing Strategic Partnerships and Acquisitions, and Future Partnerships and Acquisitions May Not Bring Us Anticipated Benefits.
Part of our growth strategy is the pursuit of strategic partnerships and acquisitions. There can be no assurance that we will succeed in implementing this strategy as it is subject to many factors which are beyond our control, including our ability to identify, attract and successfully execute suitable acquisition opportunities and partnerships. This strategy may also subject us to uncertainties and risks, including acquisition and financing costs, potential ongoing and unforeseen or hidden liabilities, diversion of management resources and cost of integrating acquired businesses. We could face difficulties integrating the technology of acquired businesses with our existing technology, and employees of the acquired business into various departments and ranks in our company, and it could take substantial time and effort to integrate the business processes being used in the acquired businesses with our existing business processes. Moreover, there is no assurance that such partnerships or acquisitions will achieve our intended objectives or enhance our revenue.
In March 2010, we acquired certain assets of Travis Internet Private Limited, an online bus ticketing company, including the website www.ticketvala.com, which gives us the ability to provide our bus suppliers with access to a real time bus reservations technology platform. We intend to leverageThough we have been leveraging this platform to enable more bus operators to be directly-connected to our booking system with such technology, but there is no assurance that wethis leveraging will be able to successfully leverage this new platform to further expand our bus booking offering.
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In August 2011, we acquired 19.9% of Le Travenues Technology Private Limited, which owns and operates www.ixigo.com, an online travel meta search engine. We believe this investment has synergiescould potentially complement our online travel business.
In November 2011, we acquired approximately 29% of My Guest House Accommodations Private Limited, or My Guest House, which is engaged in the business of aggregation, sales and distribution of hotel room inventory with a special focus on budget lodging accommodations and benefitsserviced apartments. As of March 31, 2013, we owned 38.34% of My Guest House. Pursuant to our agreements with My Guest House, we expect to acquire 100% of My Guest House’s ordinary shares through an earn-out payment structure based upon the achievement of various business objectives over eight years. We believe this investment will complement our online travel business, butas we have integrated My Guest House’s inventory management system into our Indian website to improve the management of our budget hotels and guest houses inventory in India.
In November 2012, we acquired a 100% stake in the companies comprising the Hotel Travel Group. The Hotel Travel Group has been operating in Southeast Asia with the well-established brand “Hotel Travel” and through the website www.hoteltravel.com, or HotelTravel.com, for over a decade, and it has a presence in each of Malaysia, Thailand and Singapore. The Hotel Travel Group has arrangements with approximately 90,000 hotels and properties internationally and in India. We believe the acquisition of the Hotel Travel Group will help us further strengthen our presence in the hotels and packages segment in India and Southeast Asia.
In November 2012, we acquired a 51% stake in the ITC Group. The ITC Group is a well-established hotel aggregator and tour operator in Thailand and has relationships with a number of hotels and local vendors in Thailand to provide hotel reservations, excursions tours and other travel related services for inbound and outbound travelers in Thailand and the Southeast Asia region. We believe this acquisition will help us further expand our presence in Thailand, a key market for outbound holidays, by establishing more direct hotel relationships in the country.
However, there is no assurance this investmentthat any of these investments or acquisitions will be successful or bring about desiredtheir intended results.
For further details on these investments and acquisitions, see “Item 4. Information On the Company — History and Development of our Company — Investments and Acquisitions.”
Our Arrangements with Some of Our Suppliers May Subject Us to Additional Monetary Risks.
We generally do not assume inventory risk in our air ticketing business as we typically act as an agent. However, on a few occasions, we pre-purchase air ticket inventory in order to enjoy special negotiated rates and we assume inventory risk on such tickets. When we sell pre-purchased tickets to our customers, revenue is accounted for on a “gross” basis (representing the price of the tickets paid by our customers) and the amount spent to pre-purchase the ticket is classified as a service cost. We obtain inventory for most hotels outside India through contracts with online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them.If we are unable to sell thesepre-purchased tickets or hotel room nights inventory as anticipated either at all, or at expected rates, our revenue and business may be adversely affected. We also generally do not guarantee a minimum number of room reservations to our hotel suppliers. However, in a few instances, particularly when we anticipate high volumes of room reservations, we may enter into arrangements with one or more of our hotel suppliers where we guarantee a minimum number of room reservations through us at an agreed rate, in order to obtain favorable terms or discounts. We may use this “guaranteed” model increasingly for future transactions with hotels as our business expands. Although we have generally been able to obtain extensions from our hotel suppliers where we have been unable to sell our minimum guaranteed number of rooms, there can be no assurance that we will be able to obtain similar extensions in the future. Such guarantees may result in losses to us if we are unable to fulfill our commitment to the hotels or if we are unable to obtain similar extensions.
Our International Operations, Some of Which Are New to Us, Involve Additional Risks.
We have been operating in the United States since 2000, servicing mainly the air ticketing needs of non-resident Indians in the United States traveling inbound to India. We also launched our website in the United Arab Emirates in December 2009 and2009. We further expanded our presence in the United Arab Emirates through the incorporation of a new wholly owned subsidiary in fiscal year 2013. We launched our website in Canada in July 2010, following, among other things, the registration of our websites’ domain names (www.makemytrip.ae and www.makemytrip.ca) with the relevant registry as well as the procurement of additional servers to handle the increased traffic from these international websites. Our website in Canada is currently owned by a company which we have registered in Canada. We are evaluating the transfer of legal ownership of this company to us by September 2011. We need to continue to tailor our services and business model to the unique circumstances of such markets to succeed, including building new supplier relationships and customer preferences. We also have expanded, and intend to continue to expand, our business in other new markets, particularly those with a significant non-resident Indian population as well as those with proximity to India or favored by Indian travelers. For example, on May 9, 2011,during fiscal year 2013 we acquired approximately 79%completed our acquisitions of 100% of Luxury Tours, & Travel Pte Ltd, a Singapore-based travel agency.agency, and acquired a 100% stake in the Hotel Travel Group, a travel services company based in Southeast Asia, and a 51% stake in the ITC Group, a hotel aggregator and tour operator in Thailand. Adapting our practices and models effectively to the supplier and customer preferences ofin these, or other, new markets could be difficult and costly and could divert management and personnel resources. We could also face additional regulatory requirements in ourthese, or other, new markets which could be onerous. We cannot assure you that we will be able to efficiently or effectively manage the growth of our operations in these, or other, new markets.
In addition, we are subject to additional risks in our new international operations that may not exist in our Indian operations, including:
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If we are not able to effectively mitigate or eliminate these risks, our results of operations could be adversely affected.
For example, since our acquisition of the Hotel Travel Group, a portion of our business and some of our employees are located in Thailand, and we intend to continue to develop and expand our business in Thailand. Consequently, our financial performance and the market price of our ordinary shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting Thailand.
Our Business Could Be Negatively Affected by Changes in Search Engine Logic.
We utilize Internet search engines such as GoogletmTM and Yahoo!tmTM India, including through the purchase of travel-related keywords, to drive traffic to our websites. These search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or optimal placement of links to our websites may be negatively affected. In addition, a significant amount of our business is directed to our websites through pay-per-click and display advertising campaigns on the Internet and search engines whose pricing and operating dynamics can rapidly change, both technically and competitively. If major search engines such as GoogletmTM or Yahoo!tmTM India, which we utilize for a significant amount of our search engine traffic, change the logic used on their websites for search results in a manner that negatively affects the search engine ranking, paid or unpaid, of our websites or those of our third-party distribution partners, we may experience a decline in traffic on our websites and our business may be adversely affected.
System Interruption in Our Information Systems and Infrastructure May Harm Our Business.
We rely significantly on computer systems to facilitate and process transactions. We may in the future experience system interruptions that make some or all of these systems unavailable or prevent us from efficiently fulfilling bookings or providing services to our customers. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and decrease the quality of our service to our customers. If we were to experience frequent or persistent system failures, our reputation and brand could be harmed.
While we have backup systems and contingency plans for critical aspects of our operations or business processes, certain other non-critical systems are not fully redundant and our disaster recovery or business continuity planning may not be sufficient. Fires, floods, power outages, telecommunications failures, earthquakes, acts of war or terrorism, acts of God, computer viruses, sabotage, break-ins and electronic intrusion attempts from both external and internal sources and similar events or disruptions may damage, impact or interrupt our computer or communications systems, business processes or infrastructure at any time. Although we have put measures in place to protect certain portions of our facilities and assets, any of these events could cause system interruptions, delays and loss of critical data, and could prevent us from providing services to our customers and/or suppliers for a significant period of time. We do not carry business interruption insurance for such eventualities. Remediation may be costly and we may not have adequate insurance to cover such costs. Moreover, the costs of enhancing infrastructure to attain improved stability and redundancy may be time consuming and expensive and may require resources and expertise that are difficult to obtain.
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The secure transmission of confidential information over the Internet is essential in maintaining customer and supplier confidence in us. Security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require customers to guarantee their transactions with their credit cards online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential customer information, including credit card numbers, over the Internet. However, advances in technology or other developments could result in a compromise or breach of the technology that we use to protect customer and transaction data. We incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches and we may be unsuccessful in or incur additional costs by implementing our remediation plan to address these potential exposures.
We also have agreements with banks and certain companies that process customer credit card transactions for the facilitation of customer bookings of travel services from our travel suppliers. The online payment gateway for certain of our sales made through our mobile platform orand through international credit and debit cards (including domestic and international cards issued by American Express) is not secured by “Verified by VISA” or “MasterSecure,” and we may be liable for accepting fraudulent credit cards on our websites. We may also be subject to other payment disputes with our customers for such sales. If we are unable to combat the use of fraudulent credit cards, our revenue from such sales would be susceptible to demands from the relevant banks and credit card processing companies, and our results of operations and financial condition could be adversely affected.
Declines or Disruptions in the Travel Industry Could Adversely Affect Our Business and Financial Performance.
Our business and financial performance areis affected by the health of the Indian as well as the worldwide travel industry, including changes in supply and pricing. Events specific to the travel industry that could negatively affect our business include continued fare increases, travel-related strikes or labor unrest, such as the recent strikes and other similar actions at Air India, fuel price volatility and bankruptcies or liquidations of our suppliers. For example, recent events in the Middle East over the past several years have resulted in an adverse impact on travel to that region. Such events have also contributed to an increase in crude oil prices which may have an adverse impact on the travel industry globally, including our business.
Additionally, our business is sensitive to safety concerns, and thus our business has in the past declined and may in the future decline after incidents of actual or threatened terrorism, during periods of political instability or conflict or during other periods in which travelers become concerned about safety issues, including as a result of natural disasters such as tsunamis or earthquakes or when travel might involve health-related risks, such as the Influenza H1N1 virus,A (H1N1), avian flu (H5N1 and H7N9) and Severe Acute Respiratory Syndrome, or other epidemics or pandemics. For example, a recent earthquake and tsunami in Japan may adversely impact the travel industry in Asia. Such concerns are outside our control and could result in a significant decrease in demand for our travel services. Any such decrease in demand, depending on its scope and duration, together with any other issues affecting travel safety, could significantly and adversely affect our business and financial performance over the short and long term. The occurrence of such events could result in disruptions to our customers’ travel plans and we may incur additional costs and constrained liquidity if we provide relief to affected customers by not charging cancellation fees or by refunding the cost of airline tickets, hotel reservations and other travel services and products. If there is a prolonged substantial decrease in travel volumes, particularly air travel and hotel stays,hotels, for these or any other reasons, our business, financial condition and results of operations would be adversely affected.
Our Business and Results of Operations Could Be Adversely Affected by Global Economic Conditions.
Consumer purchases of discretionary items generally decline during recessionary periods and other periods in which disposable income is adversely affected. As a substantial portion of travel expenditure, for both business and leisure, is discretionary, the travel industry tends to experience weak or reduced demand during economic downturns.
Unfavorable changes in the above factors or in other business and economic conditions affecting our customers could result in fewer reservations made through our websites and/or lower our net revenue margins, and have a material adverse effect on our financial condition and results of operations.
Since the second halfbeginning of calendar yearthe global financial crisis in the third quarter of 2008, adverse developments in the international financial markets have created challenging economic conditions for businesses and governments around the world. These adverse developments have included increased market volatility, tightened liquidity in credit markets, diminished expectations for economic growth and a reduction in consumer and business spending. While the global economy has recovered to some extent since 2010, it remains fragile as high-income countries continue to suffer from volatility and slow growth, and it could be adversely impacted by several factors, including the deterioration of the sovereign debt crisis in Europe, debt and fiscal issues in the United States and the first halfpossibility of calendar year 2009, there was a rapid deteriorationsharp slowdown of global economic conditions, including economic conditionsinvestment in India, which impacted our business. The current economic environment continuesChina as its new leadership attempts to be uncertain.rebalance its economy from investment and exports to increased domestic consumption. The weakness and uncertainty in the global economy hashave negatively impacted both corporate and consumer spending patterns and demand for travel services, globally and in general.
India, and may continue to do so in the future.
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Our Processing, Storage, Use and Disclosure of Customer Data of Our Customers or Visitors to Our Website Could Give Rise to Liabilities As a Result of Governmental Regulation, Conflicting Legal Requirements, Differing Views of Personal Privacy Rights or Data Security Breaches.
In the processing of our customer transactions, we receive and store a large volume of customer information. Such information is increasingly subject to legislation and regulations in various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations. As privacy and data protection become more sensitive issues in India, we may also become exposed to potential liabilities. For example, under the Information Technology Act, 2000, as amended, we are subject to civil liability for wrongful loss or gain arising from any negligence by us in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases and software.
We cannot guarantee that our security measures will prevent data breaches. Companies that handle such information have also been subject to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of personally identifiable information. Security breaches could damage our reputation, cause interruptions in our operations, expose us to a risk of loss or litigation and possible liability, and could also cause customers and potential customers to lose confidence in the security of our transactions, which would have a negative effect on the demand for our services and products. Moreover, public perception concerning security and privacy on the Internet could adversely affect customers’ willingness to use our websites. A publicized breach of security in India or in other countries in which we have operations, even if it only affects other companies conducting business over the Internet, could inhibit the growth of the Internet as a means of conducting commercial transactions, and, therefore, the prospects of our business.
These and other privacy and security developments that are difficult to anticipate could adversely affect our business, financial condition and results of operations.
We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others, Including Current or Potential Competitors.
Our websites rely on content and in-house customizations and enhancements of third-party technology, much of which is not subject to intellectual property protection. We protect our logo, brand name, websites’ domain names and, to a more limited extent, our content by relying on trademarks, trade secret laws and confidentiality agreements. Even with all of these precautions, it is possible for someone else to copy or otherwise obtain and use our content, techniques, and technology without our authorization or to develop similar technology. While our domain names cannot be copied, another party could create an alternative domain name resembling ours that could be passed off as our domain name. Effective trademark, copyright and trade secret protection may not be available in every country in which we operate, offline or through the Internet, and policing unauthorized use of our content and technological customizations is difficult and expensive. Our logo and brand name, “MakeMyTrip,” are only registered as trademarks in India, Mauritius, Bhutan, Nepal, Singapore, Taiwan and the United States and are not protectedregistered in other countries where we operate or otherwise,otherwise. We have, however, applied for our trademark registration of our “MakeMyTrip” brand in several countries, including Canada, Australia, Hong Kong, Indonesia, Thailand, the United Arab Emirates, Malaysia and we are in the processSri Lanka. We have recently registered copyrights of applying to obtain copyright protection for our logo and brand name “MakeMyTrip” in India. Further, after our acquisitions of the Hotel Travel Group and the ITC Group in November 2012, we have filed trademark applications for the logos “HotelTravel” and “ITC” in Thailand, which are currently pending. We cannot be sure that our trademarks or domain names will be protected to the same extent in India or elsewhere as in the United Statescountries in which they are already registered or that the steps we have taken will prevent misappropriation or infringement of what we consider our proprietary information. Such misappropriation or infringement could have a material adverse effect on our business. In the future, we may need to engage in litigation to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation might result in substantial costs and diversion of resources and management attention.
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Our business experiences seasonal fluctuations. We tend to experience higher revenue from our hotels and packages business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India.India and other markets. In our air ticketing business, we tend to experience higher revenues in the third and fourth calendar quarters of each year and lower revenue in the first calendar quarter, mainly as a result of changes in demand for business travel. As a result, quarter-to-quarter comparisons of our results may not be meaningful.
Changing Laws, Rules and Regulations and Legal Uncertainties, Including Adverse Application of Tax Laws and Regulations, May Adversely Affect Our Business and Financial Performance.
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations applicable to us and our business, including those relating to the Internet and e-commerce, consumer protection and privacy. Such unfavorable changes could decrease demand for our services and products, increase costs and/or subject us to additional liabilities. For example, there may continue to be an increasing number of laws and regulations pertaining to the Internet and e-commerce, which may relate to liability for information retrieved from or transmitted over the Internet or mobile networks, user privacy, content restrictions, taxation and the quality of services and products sold or provided through the Internet. Furthermore, the growth and development of e-commerce may result in more stringent consumer protection laws that may impose additional burdens on online businesses generally.
The application of various Indian and international sales, use, occupancy, value-added and other tax laws, rules and regulations to our services and products is subject to interpretation by the applicable taxing authorities. Many of the statutes and regulations that impose these taxes were established before the growth of the Internet, mobile networks and e-commerce. If such tax laws, rules and regulations are amended, new adverse laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, particularly with respect to occupancy or value-added or other taxes, the results could increase our tax payments (prospectively or retrospectively) and/or subject us to penalties and, if we pass on such costs to our customers, decrease the demand for our services and products. As a result, any such changes or interpretations could have an adverse affecteffect on our business and financial performance. WeIn recent years, we have received a notice in October 2010notices from the Indian tax regulatory authority for a demand of service tax on certain matters, some of which relate to the travel industry in India and involve complex interpretation of law. We have also received a notice and a fewvarious assessment orders from the Indian income tax authorities.authorities, to which we have responded. There can be no assurance that the Indian tax authorities will not take a different view. See “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Legal Proceedings.”
Infrastructure in India May Not Be Upgraded in Order to Support Higher Internet Penetration, Which May Result in Additional Investments and Expenses for Us.
The majority of our bookings are made through our Indian website. However, Internet penetration in India was only 8.5% in 2010,11.4% as of June 2012, according to Internet World Stats. There can be no assurance that Internet penetration in India will increase in the future as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet. As such we may need to make additional investments in alternative distribution channels. Further, any slowdown or negative deviation in the anticipated increase in Internet penetration in India may adversely affect our business and prospects.
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As of JuneApril 30, 2011,2013, SB Asia Investment Fund II L.P., or SAIF, owned 32.12%31.48% of the issued and outstanding shares of our company and each of Tiger Global, as defined in “Item 7. Major Shareholders and Related Party Transactions”, and Mr. Deep Kalra Tiger Globalowned 19.11% and Helion Venture Partners, or Helion Venture, owned 9.52%, 16.77% and 7.49%9.33%, respectively, of the issued and outstanding shares of our company. By virtue of such significant shareholdings, these shareholders have the ability to exercise significant influence over our company and our affairs and business, including the election of directors, the timing and payment of dividends, the adoption and amendments to our Constitution, the approval of a merger or sale of substantially all our assets and the approval of most other actions requiring the approval of our shareholders. The interests of these shareholders may be different from or conflict with the interests of our other shareholders and their influence may result in the delay or prevention of a change of management or control of our company, even if such a transaction may be beneficial to our other shareholders.
Our Results of Operations Are Subject to Fluctuations in Currency Exchange Rates.
As the functional currency of MMT India, our key operating subsidiary, is the Indian Rupee, our exposure to foreign currency risk primarily arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents. Based on our operations in fiscal year 2011,2013, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2011,2013, assuming all other variables remained constant, would have decreasedincreased our profitloss for fiscal year 20112013 by $0.6$1.4 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2011,2013, assuming all other variables remained constant, would have increaseddecreased our profitloss for fiscal year 20112013 by $0.6$1.4 million. Based on our operations in fiscal year 2010,2012, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2010,2012, assuming all other variables remained constant, would have decreased our lossprofit for thefiscal year 2012 by $0.2$0.8 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2010,2012, assuming all other variables remained constant, would have increased our lossprofit for thefiscal year 2012 by $0.2$0.8 million.
We are also exposed to movements between the US dollar and the Indian Rupee in our operations, as approximately 9.1%4.4% and 7.2%3.9% of our revenue for fiscal year 2010years 2012 and fiscal year 2011,2013, respectively, was generated by MMT India from its air ticketing business and received in US dollars although our expenses are generally incurred in Indian Rupees. Additionally, we receive revenue from our hotels and packages segment in Indian Rupees, but a portion of our expenses in this segment (those relating to outbound packages from India in particular) could be incurred in a non-Indian currency. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. While, we do incorporate margins in our pricing to cover any adverse fluctuations in foreign exchange rates, there can be no assurance that such margins will adequately protect us from adverse fluctuations in foreign exchange rates and hence our earnings remain susceptible to foreign exchange rate fluctuations.
Our Ability to Attract, Train and Retain Executives and Other Qualified Employees Is Critical to Our Business, Results of Operations and Future Growth.
Our business and future success is substantially dependent on the continued services and performance of our key executives, senior management and skilled personnel, particularly personnel with experience in our industry and our information technology and systems. Any of these individuals may choose to terminate their employment with us at any time and we cannot assure you that we will be able to retain these employees or find adequate replacements, if at all. The specialized skills we require can be difficult, time-consuming and expensive to acquire and/or develop and, as a result, these skills are often in short supply. A lengthy period of time may be required to hire and train replacement personnel when skilled personnel depart our company. Our ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees. We may be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting the quality of employees that our business requires. If we do not succeed in attracting well-qualified employees or retaining or motivating existing employees, our business and prospects for growth could be adversely affected.
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A Substantial Portion of Our Business and Operations Are Located in India and We Are Subject to Regulatory, Economic, Social and Political Uncertainties in India.
A substantial portion of our business and most of our employees are located in India, and we intend to continue to develop and expand our business in India. Consequently, our financial performance and the market price of our ordinary shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India.
The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization policies will continue. The present government, formed in May 2009, has announced policies and taken initiatives that support the continued economic liberalization policies that have been pursued by previous governments. However, the present government is a multiparty coalition and therefore there is no assurance that it will be able to generate sufficient cross-party support to implement such policies or initiatives. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and our business and prospects.
As the Domestic Indian Market Constitutes a Significant Source of Our Revenue, a Slowdown in Economic Growth in India Could Cause Our Business to Suffer.
In fiscal years 20102011, 2012 and 2011, 94.7%2013, 92.8%, 82.8% and 92.8%85.7%, respectively, of our revenue was derived directly from sales by our subsidiary in India. The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be materially and adversely affected by political instability or regional conflicts, a general rise in interest rates, inflation, economic slowdown elsewhere in the world or otherwise. The CIA World Factbook estimates that consumer inflation in India was 8.3%12.0% in 2008, 10.9%2010, 8.9% in 20092011 and 11.7%9.2% in 2010.2012. The Indian economy also remains largely driven by the performance of the agriculture sector which depends on the quality of the monsoon which is difficult to predict. The Indian economy has grown significantly over the past few years.years, although it has recently experienced an economic slowdown. In the past, economic slowdowns in the Indian economy have harmed the travel industry as customers have less disposable income for their travels, especially holiday travel. Any continued or future slowdown in the Indian economy or a further increase in inflation could have a material adverse effect on the demand for the travel products we sell and, as a result, on our financial condition and results of operations.
Trade deficits could also adversely affect our business and the price of our ordinary shares. India’s trade relationships with other countries and its trade deficit, driven to a major extent by global crude oil prices, may adversely affect Indian economic conditions. If trade deficits increase or are no longer manageable because of the rise in global crude oil prices or otherwise, the Indian economy, and therefore our business, our financial performance and the price of our ordinary shares could be adversely affected.
India also faces major challenges in sustaining its growth, which include the need for substantial infrastructure development and improving access to healthcare and education. If India’s economic growth cannot be sustained or otherwise slows down significantly our business and prospects could be adversely affected.
The Travel Industry in India is Susceptible to Extraneous Events Such As Terrorist Attacks and Other Acts of Violence, Which May Result in a Reduction in Travel Volumes to Affected Areas.
Terrorist attacks and other acts of violence or war involving India or other neighboring countries may adversely affect the Indian markets and the worldwide financial markets. As many terrorist attacks tend to be focused on tourists or tourist destinations, such acts may also result in a reduction in confidence in the Indian travel industry and could adversely impact our business and prospects. In addition, any deterioration in international relations between India and other countries may result in concerns regarding regional stability which could adversely affect the price of our ordinary shares. The occurrence of any of these events may result in a loss of business confidence and have an adverse effect on our business and financial performance.
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Natural Calamities Could Have a Negative Impact on the Indian Economy and Cause Our Business to Suffer.
India has experienced natural calamities such as earthquakes, tsunamis, floods and drought in the past few years. In December 2004, Southeast Asia, including both the eastern and western coasts of India, experienced a massive tsunami, and in October 2005, the State of Jammu and Kashmir experienced an earthquake, both of which events caused significant loss of life and property damage. The extent and severity of these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located in India and there can be no assurance that we will not be affected by natural disasters in the future. Furthermore, if any of these natural disasters occur in tourist destinations, such as the tsunami in 2004 which affected the state of Kerala, a popular vacation destination in India, travel to and within India could be adversely affected, which could have an adverse impact on our business and financial performance.
Restrictions on Foreign Investment in India May Prevent Us from Making Future Acquisitions or Investments in India, Which May Adversely Affect Our Results of Operations, Financial Condition and Financial Performance.
India regulates ownership of Indian companies by foreigners, although some restrictions on foreign investment have been relaxed in recent years. These regulations and restrictions may apply to acquisitions by us or our affiliates, including MMT India and affiliates which are not resident in India, of shares in Indian companies or the provision of funding by us or any other entity to Indian companies within our group. For example, under its consolidated foreign direct investment policy, the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies, owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements, which currently include restrictions on valuations and sources of funding for such investments and may include prior approval from the Foreign Investment Promotion Board, may adversely affect our ability to make investments in India, including through MMT India. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms.
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The Competition Act, 2002, as amended, or the Competition Act, seeks to prevent practices that could have an appreciable adverse effect on competition.competition in India. Under the Competition Act, any arrangement, understanding or action, between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition within India is void and will be subject to substantial penalties. Any agreement that directly or indirectly determines purchase or sale prices, limits or controls production, or creates market sharing by way of geographical area, type of goods or services or number of customers in the market or which involves bid rigging is presumed to have an appreciable adverse effect on competition. Provisions relating to the regulation of certain acquisitions, mergers or amalgamations which have an appreciable adverse effect on competition and regulations recently issued by the Competition Commission of India with respect to notification requirements for such combinations were recently notified to come into forcebecame effective on June 1, 2011.
The effect of the Competition Act on the business environment in India is unclear. If we or any member of our group, including MMT India, are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act or any enforcement proceedings initiated by the Competition Commission of India or any other relevant authority under the Competition Act or any claim by any other party under the Competition Act or any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India or any other relevant authority under the Competition Act, our business and financial performance may be materially and adversely affected.
Our Investors May Be Subject to Indian Taxes on Income Arising Through the Sale of Our Ordinary Shares.
Amendments introduced in 2012 to the Income Tax Act, 1961, as amended, provide that income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive indirectly or directly their value substantially from assets located in India, irrespective of whether the seller of such shares has a residence, place of business, business connection, or any other presence in India. The amendments do not define the term “substantially” or address the interplay between a tax treaty and the Income Tax Act in the event of an indirect transfer of shares. Further, the applicability and implications of the amendments are largely unclear. If the Indian tax authorities determine that our ordinary shares derive their value substantially from assets located in India, our investors may be subject to Indian income taxes on the income arising directly or indirectly through the sale of our ordinary shares.
Risks Related to Investments in Mauritian Companies
As Our Shareholder, You May Have Greater Difficulties in Protecting Your Interests Than As a Shareholder of a United States Corporation.
We are incorporated under the laws of Mauritius. The laws generally applicable to United States corporations and their shareholders may provide shareholders of United States corporations with rights and protection for which there may be no corresponding or similar provisions under the Companies Act 2001 of Mauritius, as amended, or the Mauritius Companies Act. As such, if you invest in our ordinary shares, you may or may not be accorded the same level of shareholder rights and protection that a shareholder of a United States corporation may be accorded under the laws generally applicable to United States corporations and their shareholders. Taken together with the provisions of our Constitution, some of these differences may result in your having greater difficulties in protecting your interests as our shareholder than you would have as a shareholder of a United States corporation. This affects, among other things, the circumstances under which transactions involving an interested director are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with us, what rights you may have as a shareholder to enforce specified provisions of the Mauritius Companies Act or our Constitution, and the circumstances under which we may indemnify our directors and officers.
We May Become Subject to Unanticipated Tax Liabilities That May Have a Material Adverse Effect on Our Results of Operations.
We are a Mauritius Category 1 Global Business Company and are tax resident in Mauritius. The Income Tax Act 1995 of Mauritius imposes a tax in Mauritius on the chargeable income of our company at the rate of 15.0%. However, under the Income Tax (Foreign Tax Credit) Regulations 1996 of Mauritius, subject to the Income Tax Act 1995 and the regulations under the Income Tax (Foreign Tax Credit) Regulations 1996, credit is allowed for foreign tax on the foreign source income of a resident of Mauritius against Mauritius tax computed by reference to the same income, and where credit is allowed against Mauritius tax chargeable in respect of any income, the amount of Mauritius tax so chargeable shall be reduced by the amount of the credit. Under the Income Tax Act 1995, “foreign source income” means income which is not derived from Mauritius and includes in the case of a corporation holding a Category 1 Global Business Licence under the Financial Services Act 2007 of Mauritius, income derived from its transactions with non-residents or corporations holding a Category 1 Global Business Licence under the Financial Services Act. Subject to the provisions of the Income Tax (Foreign Tax Credit) Regulations 1996, no credit is allowed in respect of foreign tax unless written evidence is presented to the Mauritius Revenue Authority showing the amount of foreign tax which has been charged and for this purpose, “written evidence” includes a receipt of the relevant authorities of the foreign country for the foreign tax or any other evidence that the foreign tax has been deducted or paid to the relevant authorities of that country. However, pursuant to regulation 8 of the Income Tax (Foreign Tax Credit) Regulations 1996, if written evidence is not presented to the Mauritius Revenue Authority showing the amount of foreign tax charged on our company’s foreign source income, the amount of foreign tax shall nevertheless be conclusively presumed to be equal to 80% of the Mauritius tax chargeable with respect to that income and in such circumstance, the effective tax rate in Mauritius on our company’s chargeable income would be 3%.
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In May 2013, we applied to the Mauritius Revenue Authority for a specific Tax Residence Certificate for India and a general Tax Residence Certificate for all other jurisdictions, as per the guidelines prescribed by the Mauritius Revenue Authority. We believe that a significant portion of the income derived from our operations will not be subject to tax in countries in which we conduct activities or in which our customers are located, other than Mauritius, India, Singapore, Malaysia and India.Thailand. However, this belief is based on the anticipated nature and conduct of our business, which may change. It is also based on our understanding of our position under the tax laws of the countries in which we have assets or conduct activities. This position is subject to review and possible challenge by taxing authorities and to possible changes in law that may have retroactive effect. Our results of operations could be materially and adversely affected if we become subject to a significant amount of unanticipated tax liabilities.
Risks Related to Our Ordinary Shares
Investors May Have Difficulty Enforcing Judgments against Us, Our Directors and Management.
We are incorporated under the laws of Mauritius. Further, we conduct substantially all of our operations in India through our key operating subsidiary in India. The majority of our directors and officers, and some of the experts named in this annual report, reside outside the United States, and a majority of our assets and some or all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon us or those persons, or to recover against us or them on judgments of United States courts, including judgments predicated upon the civil liability provisions of the United States federal securities laws. An award of punitive damages under a United States court judgment based upon United States federal securities laws is likely to be construed by Mauritian and Indian courts to be penal in nature and therefore unenforceable in both Mauritius and India. Further, no claim may be brought in Mauritius or India against us or our directors and officers in the first instance for violation of United States federal securities laws because these laws have no extraterritorial application under Mauritian or Indian law and do not have force of law in Mauritius or India. However, a Mauritian or Indian court may impose civil liability, including the possibility of monetary damages, on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Mauritian or Indian law. Moreover, it is unlikely that a court in Mauritius or India would award damages on the same basis as a foreign court if an action were brought in Mauritius or India or that a Mauritian or Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Mauritius or Indian practice or public policy.
The courts of Mauritius or India would not automatically enforce judgments of United States courts obtained in actions against us or our directors and officers, or some of the experts named herein, predicated upon the civil liability provisions of the United States federal securities laws, or entertain actions brought in Mauritius or India against us or such persons predicated solely upon United States federal securities laws. Further, there is no treaty in effect between the United States and Mauritius providing for the enforcement of judgments of United States courts in civil and commercial matters and the United States has not been declared by the Government of India to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which Mauritian or Indian courts may decline to enforce the judgments of United States courts. Some remedies available under the laws of United States jurisdictions, including remedies available under the United States federal securities laws, may not be allowed in Mauritian or Indian courts if contrary to public policy in Mauritius or India. Because judgments of United States courts are not automatically enforceable in Mauritius or India, it may be difficult for you to recover against us or our directors and officers or some experts named in this annual report based upon such judgments. In India, prior approval of the Reserve Bank of India is required in order to repatriate any amount recovered pursuant to such judgments.
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As a foreign private issuer whose ordinary shares are listed on the Nasdaq Global Market, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain Nasdaq Global Market requirements. A foreign private issuer must disclose in its annual reports filed with the Securities and Exchange Commission, or the SEC, each Nasdaq Global Market requirement with which it does not comply followed by a description of its applicable home country practice. As a company incorporated in Mauritius and listed on the Nasdaq Global Market, we currently intend to follow our home country practice with respect to the composition of our board of directors audit committee and nominations committee and executive sessions. Unlike the requirements of the Nasdaq Global Market, the corporate governance practice and requirements in Mauritius do not require us to have a majority of our board of directors to be independent; do not require us to have an audit committee of at least three members; do not require us to establish a nominations committee; and do not require us to hold regular executive sessions where only independent directors shall be present. Such Mauritian home country practices may afford less protection to holders of our ordinary shares.
An Active or Liquid Trading Market for Our Ordinary Shares May Not Be Maintained and the Trading Price for Our Ordinary Shares May Fluctuate Significantly.
An active, liquid trading market for our ordinary shares may not be maintained in the long term and we cannot be certain that any trading market for our ordinary shares will be sustained or that the present price will correspond to the future price at which our ordinary shares will trade. Loss of liquidity could increase the price volatility of our ordinary shares.
Any issuance of ordinary shares would dilute the positions of existing investors in the ordinary shares and could adversely affect the market price of our ordinary shares. We cannot assure you that the price of our ordinary shares will not decline.
The Sale or Availability for Sale of Substantial Amounts of Our Ordinary Shares Could Adversely Affect Their Market Price.
Sales of substantial amounts of our ordinary shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our ordinary shares and could materially impair our future ability to raise capital through offerings of our ordinary shares. As of June 30, 2011March 31, 2013 we had 36,854,25037,602,158 ordinary shares outstanding. Further, although certain of our share option holders are subject to restrictions on selling shares acquired upon the exercise of options, the majority of the options granted under our equity plan are freely exerciseable. All of the ordinary shares sold in our prior public offerings are freely tradeable without restriction or further registration under the U.S. Securities Act of 1933, or the Securities Act, unless held by our “affiliates” as that term is defined in Rule 144 under the Securities Act. Subject to applicable restritionsrestrictions and limitations under Rule 144 of the Securities Act, all of our shares outstanding before our prior public offerings will be eligible for sale in the public market. If these shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our ordinary shares could decline. We cannot predict what effect, if any, market sales of ordinary shares held by our significant shareholders or any other shareholder or the availability of these ordinary shares for future sale will have on the market price of our ordinary shares.
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Any future issuance of equity securities could dilute the interests of our shareholders and could substantially decrease the trading price of our ordinary shares. We may issue equity or equity-linked securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions and other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons.
Our Holding Company Will Have to Rely Principally on Dividends and Other Distributions on Equity Paid by Our Operating Subsidiaries and Limitations on Their Ability to Pay Dividends to Our Holding Company Could Adversely Impact Shareholders’ Ability to Receive Dividends on Our Ordinary Shares.
Dividends and other distributions on equity paid by our operating subsidiaries will be our holding company’s principal source for cash in order for us to be able to pay any dividends and other cash distributions to our shareholders. As of the date of this annual report, MMT India has not paid any cash dividends on its equity shares. If our operating subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to our holding company. As our key operating subsidiary is established in India, it is also subject to certain limitations with respect to dividend payments.
Compliance with Rules and Requirements Applicable to Public Companies May Cause Us to Incur Additional Costs, and Any Failure by Us to Comply with Such Rules and Requirements Could Negatively Affect Investor Confidence in Us and Cause the Market Price of Our Ordinary Shares to Decline.
As a public company, we incur significant legal, accounting and other expenses. We have begun the process of bringing our company into compliance with applicable financial reporting regulations including the requirements under sectionFor example, we are required by Section 404 of the Sarbanes-Oxley Act. We haveAct of 2002 to include a senior managerreport of management’s assessment on our internal control over financial reporting and three other employees who are responsiblean auditor’s attestation report on our internal control over financial reporting in our annual report on Form 20-F. Effective internal control over financial reporting is necessary for implementation of requirements under the Sarbanes-Oxley Act. We are in the process of evaluating and hiring consultants and new staff. us to provide reliable financial reports.
Complying with these rules and requirements may be particularly difficult and costly for us because we mayus. We have difficulty finding sufficient personnel in India with experienceincurred and expertise relating to IFRS and United States public-company reporting requirements, and such personnel may be costly. If we cannot employ sufficient qualified and experienced personnel to ensure compliance with these rules and regulations, we may need to rely more on outside legal, accounting and financial experts, which may be costly. In addition,anticipate that we will continue to incur additionalconsiderable costs associatedand use significant management time and other resources in an effort to comply with ourSection 404 and other United States public company reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
We May Be Classified as a Passive Foreign Investment Company, Which Could Result in Adverse US Federal Income Tax Consequences to US Holders of Our Ordinary Shares.
Based on, among other things, the current and anticipated valuation of our assets and composition of our income and assets, we do not expect to bebelieve we were a passive foreign investment company, or PFIC, for US federal income tax purposes for our current taxable year ending March 31, 2012.2013. However, we must make a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. A non-US corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. If we are a PFIC for any taxable year during which a US Holder (as defined in “Item 10. Additional Information — E. Taxation — US Federal Income Taxation”) holds an ordinary share, certain adverse US federal income tax consequences could apply to such US Holder. See “Item 10. Additional Information — E. Taxation — US Federal Income Taxation — Passive Foreign Investment Company.”
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A. History and Development of our Company
Our company (Company No. 24478/5832) is a public company incorporated under the laws of Mauritius with limited liability on April 28, 2000 and we hold a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. Our registered office is located at c/o Multiconsult Limited, Rogers House, 5 President John KennedyLes Cascades Building, Edith Cavell Street, Port Louis, Mauritius and our principal executive office is located at 103Tower A, SP Infocity, 243, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India and the telephone number for this office is (91-124) 439-5000. Our principal website address is www.makemytrip.com. Our other websites include www.makemytrip.ae; www.makemytrip.ca; www.makemytrip.com.sg; www.us.makemytrip.com and www.hoteltravel.com. Information contained on our website, or the website of any of our subsidiaries or affiliates, is not a part of this annual report. Our agent for service in the United States is CT Corporation System, 111 Eighth Avenue,MakeMyTrip Inc., 60 East 42nd Street, Suite 411, New York, New York 10011.
Founded by Mr. Deep Kalra, we commenced operations in 2000 and in the first five years following our inception, we focused on the non-resident Indian market in the United States, servicing mainly their need for United States-India inbound air tickets. We started our Indian business with the launch of our Indian website in September 2005.
As of March 31, 2010, our stated capital was $53,900,376,$53,900,376.00, comprising 877,106 ordinary shares with a par value of $0.01 each and 616,223 preferred shares with a par value of $0.01 each, of which 328,863 preferred shares were designated Series A preferred shares, 148,315 preferred shares were designated Series B preferred shares and 139,045 preferred shares were designated Series C preferred shares. We effected a 20-for-one share split on July 22, 2010.
On August 17, 2010, we completed an initial public offering of 5,750,000 of our ordinary shares at $14.00 per share. All of our preferred shares were converted into 12,324,460 ordinary shares upon the completion of our initial public offering in August 2010.
As of March 31, 2011, our stated capital was $113,372,678.25, comprising 35,099,639 ordinary shares with a par value of $0.0005 each. On June 2, 2011, we completed a follow-on public offering of 5,244,000 of our ordinary shares at $24.00 per share. On June 29, 2011, in connection with our follow-on public offering, we completed an additional over-allotment offering of 350,000 of our ordinary shares at $24.00 per share.
As of June 30, 2011,March 31, 2012, our stated capital was $150,763,660.85,$151,359,855.90, comprising 36,854,25037,159,605 ordinary shares with a par value of $0.0005 each.
On November 6, 2012, we issued 209,050 shares as a part of the initial consideration for the acquisition of the Hotel Travel Group.
As of March 31, 2013, our stated capital was $155,077,803.41, comprising 37,602,158 ordinary shares with a par value of $0.0005 each.
As of April 30, 2013, our stated capital was $155,094,351.66, comprising 37,655,158 ordinary shares with a par value of $0.0005 each.
Recent Investments and Acquisitions
In May 9, 2011, we acquired an approximateapproximately 79% equity stake in Luxury Tours, & Travel Pte Ltd, a Singapore-based travel agency that provides hotel reservations, excursion tours and other related services to inbound and outbound travelers in Singapore and the region,rest of Southeast Asia, in accordance with the terms of the share purchase agreement dated February 9, 2011 entered into with Luxury Tours & Travel Pte Ltd and its existing shareholders. We paid cash consideration of approximately $3.0 million, subject to working capital adjustment in accordance with the terms of the share purchase agreement. We plannedDuring fiscal year 2012, we further invested approximately $0.8 million to investsubscribe to new equity shares in Luxury Tours, thereby increasing our stake to approximately 83%. During fiscal year 2013, we accelerated the terms of the original agreement and acquired the remaining outstanding shares of Luxury Tours for approximately $0.8 million in one or more tranches until June 2012 for the subscriptionaggregate, and, accordingly, as of new equity shares to be issued by Luxury Tours & Travel Pte Ltd. Accordingly, in June 2011,March 31, 2013, we invested approximately $0.4 million pending the allotment of shares.
In July 2011, we incorporated Luxury Tours (Malaysia) Sdn Bhd to further expand our operations in Malaysia and adjacent markets. In August 2011, Luxury Tours (Malaysia) Sdn Bhd became our wholly-owned subsidiary. To date,As of April 30, 2013, we have invested approximately $168,000$0.3 million in Luxury Tours (Malaysia) Sdn Bhd.
In August 2011, we acquired 19.9% of Le Travenues Technology Private Limited, which owns and operates www.ixigo.com, an online travel meta search engine. We paid cash consideration of $4.8 million for the purchase of new shares as well as vendor shares. SAIF, our largest shareholder, acquired 56.7% of Le Travenues Technology Private Limited for $13.7 million. We believe this investment has synergies with and benefitscould potentially complement our online travel business.
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In November 2011, we acquired approximately 29% of My Guest House, which is engaged in the business of aggregation, sales and distribution of hotel room inventory with a special focus on budget lodging accommodations and serviced apartments. We paid approximately $1.0 million for this stake. As of March 31, 2013, we held 38.34% in My Guest House pursuant to additional shares subscribed to in fiscal year 2013 for $0.6 million. Pursuant to our agreement with My Guest House, we expect to acquire 100% of My Guest House’s ordinary shares through an earn-out payment structure based upon the achievement of various business objectives over eight years. We believe this investment will complement our online travel business, as we have integrated My Guest House’s inventory management system into our Indian website to improve the management of our budget hotels and guest houses inventory in India.
In November 2012, we acquired a 100% stake in the companies comprising the Hotel Travel Group. The Hotel Travel Group has been operating in Southeast Asia with the well-established brand “Hotel Travel” and through the website www.hoteltravel.com for over a decade, and it has a presence in each of Malaysia, Thailand and Singapore. The total consideration payable to the promoters of the Hotel Travel Group by us is $25 million, subject to an estimated balance sheet adjustment. On November 6, 2012, $10 million of this amount was paid in cash and $3.3 million in the form of our shares, after making an adjustment for a portion of the estimated balance sheet adjustment. We have agreed to pay the remaining consideration in the form of our shares, subject to a final adjustment, in three annual tranches, with the final tranche scheduled for January 2016. Two of the promoters of the Hotel Travel Group will continue to be employed by us in key capacities, and will be eligible for additional earn-out payments and incentives ranging from nil to $35 million, payable partly in cash and partly in the form of our shares, over the next three to four years based on the Hotel Travel Group meeting certain revenue and EBITDA targets. We believe the acquisition of the Hotel Travel Group will help us further strengthen our presence in the hotels and packages segment in India and Southeast Asia.
In November 2012, we acquired a 51% stake in the ITC Group, a well-established hotel aggregator and tour operator in Thailand. The aggregate consideration we paid was (i) $2.2 million for the purchase of shares from the existing shareholders of the ITC Group, and (ii) $1 million for the subscription of new shares of the ITC Group. As of March 31, 2013, we owned 51% of the ITC Group, and we expect to acquire the remaining shares of the ITC Group from the existing shareholders in cash, payable in four tranches, over an earn-out period ending December 2016, at a price based on a valuation linked to the future profitability of the ITC Group and the employment status of the ITC Group’s promoter. We believe this acquisition will help us further expand our presence in Thailand, a key market for outbound holidays, by establishing more direct hotel relationships in the country.
B. Business Overview
We are the largest online travel company in India, based on gross bookings for 2009,2011, according to PhoCusWright. Through our primary website, www.makemytrip.com, or MakeMyTrip.com, our subsidiaries’ websites, such as www.hoteltravel.com, www.makemytrip.ae, www.makemytrip.com.sg, and other technology-enhanced platforms,distribution channels in India, including our call centers, travel stores and travel agents’ network, travelers can research, plan and book a wide range of travel services and products in India as well as overseas. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as facilitating access to travel insurance.
We commenced operations in 2000 and in the first five years following our inception, we focused on the non-resident Indian market in the United States, servicing mainly their need for United States-India inbound air tickets. We started our Indian business with the launch of our Indian website in September 2005. During the initial years of our operations, we invested significant capital in our infrastructure as well as in sales and marketing efforts to build our brand and gain recognition, and we recorded net losses for all our completed fiscal years. In fiscal year 2008, our second full fiscal year since we commenced our Indian business, we recorded a net loss of $(18.9) million. We reduced our net loss in fiscal years 2009 and 2010, recording a net losslosses of $(7.3) million and $(6.2) million, respectively, and recorded net profits of $4.8 million and $7.0 million, respectively, in fiscal years 2011 and 2012. We recorded a net profitloss of $4.8$(27.6) million in fiscal year 2011.2013. We also reduced our operating loss in fiscal years 2009 and 2010, recording an operating losslosses of $(10.6) million and $(6.0) million, respectively, and recorded operating profits of $4.1 million and $4.0 million, respectively, in fiscal years 2011 and 2012. We recorded an operating profitloss of $4.1$(18.1) million in fiscal year 2011.2013. Excluding the effects of employee share-based compensation costs, we would have recorded an operating losslosses of $(10.2) million and $(6.4) million in fiscal yearyears 2009 anand 2013, respectively, and operating profitprofits of $0.8 million, $4.6 million and $10.9 million, respectively, in fiscal yearyears 2010, 2011 and an operating profit of $4.6 million in fiscal year 2011;2012; and we would have recorded a net losslosses of $(6.9) million and $(15.9) million in fiscal yearyears 2009 aand 2013, respectively, and net profitprofits of $0.6 million, $5.4 million and $13.9 million, respectively, in fiscal yearyears 2010, 2011 and a net profit of $5.4 million in fiscal year 2011.
We believe the strength of our brand, quality of our services, user-friendliness of our website experience, focus on our customers and efficacy of our marketing programs have enabled us to capture a significant share of the domestic air tickets market in India, while driving increased bookings of the international outbound air tickets market. In fiscal year 2010, 1.6 million transactions for domestic air tickets in India were booked through us, and we generated $31.1 million in revenue less service cost from our air ticketing business. In fiscal year 2011, 2.6 million transactions for domestic air tickets in India were booked through us, and we generated $47.6 million in revenue less service cost from our air ticketing business. In fiscal year 2012, 3.5 million transactions for domestic air tickets in India were booked through us, and we generated $66.3 million in revenue less service cost from our air ticketing business. In fiscal year 2013, 3.4 million transactions for domestic air tickets in India were booked through us, and we generated $56.8 million in revenue less service cost from our air ticketing business. We leveragehave also leveraged our strength in air travel to grow into non-air travel and other segments of the travel industry, specifically hotels and packages. Revenue less service cost from our hotels and packages business totaled $8.0 million in fiscal year 2010, accounting for 19.8% of our total revenue less service cost, and $10.9 million in fiscal year 2011, accounting for 17.9% of our total revenue less service cost, $18.2 million in fiscal year 2012, accounting for 20.7% of our total revenue less service cost and 27.6 million in fiscal year 2013, accounting for 31.3% of our total revenue less service cost.
We have designed our websites to provide our customers with a user-friendly experience. WeAccording to comScore, www.makemytrip.com had an average of over 2.77.2 million unique visitors per month in fiscal year 2011.2013. In fiscal year 2010, 2.0 million transactions were executed through our websites, accounting for approximately 94.5% of our total transactions, and in fiscal year 2011, 3.6 million transactions were executed through our websites, accounting for approximately 96.0% of our total transactions in fiscal year 2012, 4.9 million transactions were executed through our websites, accounting for approximately 94.7% of our total transactions and in fiscal year 2013, 5.0 million transactions were executed through our websites, accounting for approximately 94.7% of our total transactions. We recently launched a booking engine
Our customers are now able to make bookings on our websitemobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications, including Indian domestic flights through our Blackberry application and Indian domestic flights, Indian domestic hotels, Indian bus offerings and Indian and international holiday packages through our Android and iPhone applications. Based on a recent study, we believe that allowsIndia currently has an estimated 40 million smartphones in use. We believe that smartphones and mobile devices will become an even more integral part of how our customers to searchshop for and book some ofpurchase our domestic holiday packages online. We also added a new “Flight plus Hotel” tab on our website to describeproducts in the potential cost savings from booking bundled packages compared to booking flights and hotels separately. Furthermore, we recently launched our BlackBerry application, which allows customers to book domestic flights in India and automatically synchronizes the flight details with the calendar on their BlackBerry devices. coming years.
We have built an advanced and secure technology platform, which integrates our sales, customer service and fulfillment operations. Our technology platform is scalable and can be upgraded to handle increased traffic and complexity of products with limited additional investment. As reported by The Economic Times on February 6, 2011, the Indian middle class is expected to grow over three times from 160 million people currentlyduring 2011 to 547 million people by 2026. In order to meet the requirements of this growing Indian middle class travel market where Internet penetration is relatively low, we also utilize other technology-enhanced distribution channels, including call centers and travel stores in India, as well as our travel agents’ network in India.
We provide our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, over 4,70011,100 hotels and guesthouses in India and a wide selection ofmore than 84,300 hotels and properties outside India, Indian Railways and several major Indian and overseas bus operators. On the other hand, we believe we are a cost- effectivecost-effective distribution channel for our suppliers, providing reach to a large and expanding customer base in India as well as non-resident Indians.
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We believe the overall Indian travel industry will experience continued growth due to income growth in India and the increased spending by Indians on travel and recreation. According to Internet World Stats, as of December 2010,June 2012, Internet penetration was at 8.5%11.4% in India, making India the world’s third largest population of internet users after China and the United States, as compared with 77.3%78.3% in the United States. We therefore believe that the Indian online travel industry is well-positioned for long-term growth and that our well-recognized brand, leadership in the online travel market in India and broad and technology-enhanced distribution channels position us well to capitalize on these growth opportunities.
Furthermore, for the second yearthree years in a row, from 2010 to 2012, MMT India has been ranked one of the top threefive best places to work among the top 500 companies in India, according to rankings published in 2010 and 2011 of “India’s Best Companies to Work For” rankings published by the Great Place to Work Institute, an independent global research and consulting firm, and The Economic Times, a daily business newspaper in India.
Our Strengths
We have the following competitive strengths:
The Largest Online Travel Company in India with a Well-Recognized Brand.Since commencing our travel business in India in 2005, we have become the largest company in the Indian online travel market, based on gross bookings for 2009,2011, according to PhoCusWright. In fiscal year 2010, 1.6 million transactions for domestic air tickets in India and 109,672 transactions for hotels and packages were booked through us. In fiscal year 2011, 2.6 million transactions for domestic air tickets in India and 175,869 transactions for hotels and packages were booked through us. WeIn fiscal year 2012, 3.5 million transactions for domestic air tickets in India and 343,141 transactions for hotels and packages were booked through us. In fiscal year 2013, 3.4 million transactions for domestic air tickets in India and 568,133 transactions for hotels and packages were booked through us. According to comScore, www.makemytrip.com had an average of over 2.77.2 million unique visitors per month in fiscal year 2011.
We believe that our brand is well-recognized in the Indian travel industry. In 2013, we were voted the Best Travel Portal by the readers of Lonely Planet Magazine India. In 2012, we were selected as the Best Travel Portal (Indian) by readers of Lonely Planet Magazine India and Favourite Travel Portal by readers of Outlook Traveller magazine. In 2011, we were named the Best Online Travel Agency and Best Domestic Tour Operator by the Times of India. We were also the first and only online travel agency brand to be selected as a SuperbrandtmTM in India for 2009-2010. We have invested in developing and promoting our brand since our inception, using a combination of traditional channels such as print, radio and television, mass media campaigns, as well as search engine marketing and other innovative digital marketing tools, such as outreach through FacebookTM, LinkedInTM and other social media websites, viral marketing and online display banners, to broaden our reach to travelers in India and overseas.
We believe that our reputation and market position have also provided us with better leverage when contracting with airlines, hotels and other suppliers.
Comprehensive Selection of Service and Product Offerings.We offer our customers a comprehensive selection of travel and travel-related services and products. We cater to the travel needs of residents in India as well as non-resident Indians and others traveling to India from the United States, the United Arab Emirates and other countries. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as travel insurance and visa processing. We provide our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India over 4,70011,100 hotels and guesthouses in India and a wide selection ofmore than 84,300 hotels and properties outside India, Indian Railways and several major Indian and Singaporean bus operators. We believe our comprehensive selection of travel services and products makes us a “one stop shop” for our customers’ travel needs and allows us to combine multiple products and provide customized packages that suit the unique needs of our customers.
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Advanced, Secure and Scalable Technology Platform.We have built an advanced and secure technology platform, which integrates our sales, customer service and fulfillment operations. We have designed our websites to be user-friendly, providing our customers with extensive low pricelow-price options and alternative routings, as well as offering them combinations of flight and hotel bookings at cost effectivecost-effective rates. Our websites also enable our customers to find their right destinations easily by using colloquial names or major landmarks. We also recently launched amade significant improvements to our online hotel booking engineplatform, which provide an enhanced user experience for researching and booking hotels on MakeMyTrip.com. We continue to focus on automation by making changes to our website that allows our customersextranet to search and book someallow more of our domestic holiday packages online.
Our web-based booking engine has been designed to link to our suppliers’ systems either through “direct connects” or a GDS (we currentlyprimarily use Amadeus GDS), and is capable of delivering real time availability and pricing information for multiple options simultaneously.
Our technology platform is able to handle up to 500,0001 million website requests per day. This platform is scalable, and can be upgraded to handle increased traffic and complexity of products with limited additional investment. We estimate that an additional investment in hardware costing approximately $360,000 would increase the capacity of our technology platform to 1.0 million website requests per day. As a result of our scalable platform, we were able to launch our B2B platform in 2009 in only a few months by leveraging our existing technology.
Customer-Focused Approach.We place significant emphasis on technology, personnel and training to improve our services to our customers. Our customers can choose from our various customer service channels to contact us, including web-based self serviceself-service or chat support as well as our toll-free call centers, our airport counters, our travel stores and e-mail. Our mobile service platform also enables customers to receive e-tickets and flight alerts via text messages (SMS) on their mobile phones. We recently launchedOur customers are now able to make bookings on our BlackBerry application, which allows customers to bookmobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications, including Indian domestic flights in Indiathrough our Blackberry application and automatically synchronizes the flight details with the calendarIndian domestic flights, Indian domestic hotels, Indian bus offerings and Indian and international holiday packages through our Android and iPhone applications. In addition to being able to make different types of travel bookings on their BlackBerry devices. We also added asmartphones and mobile devices, customers can view their booking details, cancel bookings, request e-tickets, track refund status, check flight status, look for new “Flight plus Hotel” tabdeals and use location-based services to find nearby places of interest. Our websites provide an enhanced user experience for researching and booking hotels, as well as valuable travel information not available on our website to describe the potential cost savings from booking bundled packages compared to booking flights and hotel separately. We provide important travel information on our websites,mobile site, such as the on-time performance of airlines, user-generated travel reviews and destination guides to help customers conduct research and make travel decisions. Our website also includes a search tool for international flights called “Inspire” targeted towards leisure travelers. This tool recommends international destinations to customers based on their selected interests and budget, shows fare trends for the next few months and facilitates the purchase of flight tickets. We have also launched “RoutePlanner,” a service on our website that helps users choose among various transportation options, including air, bus, rail and hired car, for travel between any two of over 4,000 cities in India. In addition, we have launched our “Holidays” application on Windows 8 and our “Trip Ideas” application on Android and iPhone. Both of these applications are focused on helping users choose among various domestic and international travel destinations.
We primarily outsource our call center operations and fulfillment process to IBM Daksh Business Process Services Private Limited, or IBM, iEnergizer IT Services, Intelenet Global ServicesSerco, InterGlobe and Motif India Infotech in India, as we believe these experienced and reputable service providers are able to adhere to our customer service standards and enhance our service quality. We also have a dedicated in-house escalation service which operates 24 hours a day, seven days a week, and is responsible for addressing issues or complaints raised by our customers.
Experienced Management Team.We operate in an industry where we believe one of the most important assets is the quality of our people. Our senior management team is comprised of industry executives with significant experience in the travel industry, including online travel agencies, in India, the United States and the United Kingdom. Our management team also has in-depth experience in the Internet and information technology industries, having worked with companies such as GE Capital, Google, IBM and IBM,CA Technologies, and in the consumer industry, including Pepsi. We also actively recruit MBA graduates and engineers from leading institutions in India to fill important management roles in our company.
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We believe that the relatively low but fast growing Internet penetration in India, coupled with income growth in India provide us with significant growth opportunities. Our objective is to grow profitably by building on our current leadership position to become India’s dominant travel company. The key elements of our strategy include:
Expand Our Hotels and Packages Business.Our hotels and packages business generally yields higher net revenue margins than our air ticketing business. Webusiness, and we intend to acquire or build technology platformscontinue shifting our business mix towards this segment by proactively investing to gain further market share, with a focus on increasing automation and developing new technologies. Our objective is to enable more hotel suppliers to be directly-connected to our websites, as this allows our suppliers to upload information about available rooms, services and rates directly from their central reservation systems onto our websites, as well as automatically confirm hotel reservations made by our customers on a real time basis. We also recently launched a booking enginecontinue to focus on automation by making changes to our website that allows our customersextranet to search and book some of our domestic holiday packages online. As of June 30, 2011, only approximately 1.9%allow more of our hotel suppliers to use a self-service mode in managing their rates and inventory. In fiscal year 2013, through our acquisition of the Hotel Travel Group, including its supply of approximately 90,000 hotels and properties internationally and in India, and our continued sales and outreach efforts, we were able to raise the percentage of our hotel suppliers directly-connected to us.us from approximately 4.7% as of April 30, 2012 to approximately 8.6% as of April 30, 2013. We believe that our Indian hotels and packages business will continue to grow as more of our suppliers become directly-connected to us and as we expand our travel agents’ network in India. Increasing the number of “direct connects” with our hotel suppliers will also allow us to reduce the costs of fulfillment associated with confirmations and reconfirmations of reservations made under our direct allocation arrangements.us. We also intend to grow our packages business outside India through strategic partnerships and acquisitions, as well as by strengthening our relationships with key aggregators from whom we procure inventory for our overseas packages. See ‘— Pursue Selective Strategic Partnerships and Acquisitions.”
Expand Our Service and Product Portfolio to Enhance Cross-Selling Opportunities.We believe that expanding our service and product offerings is an important means of customer acquisition as the diversity of our services and products will improve our offerings to customers, attract more customers to our websites and allow us to cross sell higher-margin services and products to them. We actively market additional travel services to our customers. For example, we market non-air services directly to customers after they have booked their air tickets with us.
We seek to continue expanding our travel offerings beyond core air tickets, hotels and packages to mass market products including bus, rail and car hire. We introduced the sale of bus tickets in 2008 and the sale of rail tickets in 2009. We commenced the provision ofstarted providing chauffeur-driven car hire services online in May 2010.2010, which was followed by self-driven car hire services. Currently, such services are available for flight transferswe offer customers the ability to rent self-driven cars worldwide and chauffeur-driven cars in fiveover 160 cities in India (Delhi, Mumbai, Hyderabad, Ahmedabad and Bangalore), and we intend to further expand our coverage to all major cities in India. During the third quarter of calendar year 2011, we expanded ourthrough partnerships with over 100 car vendors. We provide car hire services to provide chauffeur-driven car rentals not linked to flight transfers, which are available on select routes through our call centers. Previously,fully automated car hire was only available through our offline channelswebsite, call centers and tended to be soldtravel stores as part of packages.
Enhance Our Service Platforms by Investing in Technology.We intend to continue to invest in technology to enhance the features of our services and our platforms. For example, we plan to integrate our Indian domestic air tickets booking system with our international air tickets booking system and allow cross fare class bookings in one transaction. We also intend to extend user feedback features to more products, enable more user-friendly bookings to be saved by our customers and used across all our services and products, enhance our mobile service platform to make mobile transactions more user-friendly and allow real time fingerprinting to prevent online credit card fraud. We believe that our continued investments in technology will enable us to enhance our customer service and to capitalize on the expected growth opportunities in the online travel market in India. We recently launchedOur customers are now able to make bookings on our BlackBerry application, which allows customers to bookmobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications, including Indian domestic flights in Indiathrough our Blackberry application and automatically synchronizes the flight details with the calendarIndian domestic flights, Indian domestic hotels, Indian bus offerings and Indian and international holiday packages through our Android and iPhone applications. In addition to being able to make different types of travel bookings on their BlackBerry devices.
smartphones and mobile devices, customers can view their booking details, cancel bookings, request e-tickets, track refund status, check flight status, look for new deals and use location-based services to find nearby places of interest.
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Pursue Selective Strategic Partnerships and Acquisitions.In addition to growing our business organically, we may also pursue strategic partnerships and targeted acquisitions that complement our service offerings or strengthen or establish our presence in our targeted overseas markets. Our purchase of certain assets of Travis Internet Private Limited, which operated www.ticketvala.com, in March 2010 was a step in this direction for our bus network. InDuring fiscal 2013, we completed our acquisition (which began in May 2011, we acquired approximately 79%2011) of 100% of Luxury Tours, & Travel Pte Ltd, a Singapore-based travel agency which is engaged in the business of providing hotel reservations, excursion tours and other related services to inbound and outbound travelers in Singapore and the rest of Southeast Asia. In August 2011, we acquired 19.9% of Le Travenues Technology Private Limited, which owns and operates www.ixigo.com, an online travel meta search engine. In November 2011, we acquired approximately 29% of My Guest House, which is engaged in the business of aggregation, sales and distribution of hotel room inventory with a special focus on budget lodging accommodations and serviced apartments. As of March 31, 2013, we hold 38.34% in My Guest House, and we expect to complete our acquisition of My Guest House by 2021. In November 2012, we acquired 100% of the Hotel Travel Group, a well-established travel company in Southeast Asia, especially Thailand, and a 51% stake in ITC group, a well-established hotel aggregator and tour operator focused on Thailand. We expect to acquire the remaining shares of the ITC Group from its existing shareholders by December 2016. We believe our existing technology platform will enable us to successfully and cost-effectively integrate our partners or new companies we acquire into our network and allow us to ensure our best practices are followed.
Our Services and Products
We offer a comprehensive selection travel and travel-related services and products catering to the needs of residents in India and non-resident Indians and others traveling to India from the United States and other countries. We provide travelers with the tools and information they need to efficiently research, plan, book and purchase travel services and products in India as well as overseas. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as visa processing and facilitating access to travel insurance. Our key customers include leisure travelers and small businesses.
Air Tickets
Our air tickets business is primarily targeted at domestic travel within India and international travel originating in India; and inbound travel to India from the United States and other countries.
Indian Domestic and Outbound Travel.We have experienced significant growth in our air ticketing business covering domestic travel within India and international travel from India since we commenced our Indian operations in 2005. The following table sets forth the number of transactions for air travel booked through us in this business in the last three fiscal years.
| Number of Transactions | ||||||||||||
| for Fiscal Year Ended March 31 | ||||||||||||
| 2009 | 2010 | 2011 | ||||||||||
| Indian domestic air travel | 1.2 million | 1.6 million | 2.6 million | |||||||||
| Outbound air travel | 45,497 | 93,757 | 146,033 | |||||||||
| Number of Transactions | ||||||||||||
| for Fiscal Year Ended March 31 | ||||||||||||
| 2011 | 2012 | 2013 | ||||||||||
Indian domestic air travel | 2.6 million | 3.5 million | 3.4 million | |||||||||
Outbound air travel | 146,033 | 185,623 | 241,388 | |||||||||
We provide our customers with a wide selection of airline tickets for all major domestic full-service and low-cost airlines operating in India, including Air India, Air India Express, Go Air, Indigo Airlines,IndiGo, Jet Airways Kingfisher Airlines and SpiceJet; and all major international flights that originate from cities in India, including Air India, British Airways, Emirates, Jet Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways, FlyDubai, Air Asia and Virgin Atlantic. We obtain inventory from these airlines either through a GDS (we currentlyprimarily use Amadeus GDS) or via “direct connects” to the airlines’ booking systems.
We believe our websites provide comprehensive information to our customers in a time-efficient and unbiased manner. Customers are able to quickly and easily evaluate a broad range of potential fare and airline combinations through our user-friendly websites. Customers may search for flights based on their preferred travel dates, destinations, number of passengers, number of stops and class of travel, or may use our more advanced search tool and include additional search parameters. For example, on our Indian domestic flights, customers may include searches for night flights, specify a preference for direct flights, as well as include only certain airlines and only refundable fares. Our website then displays fare and flight offerings matching those specifications. Customers can also easily filter and sort the results of their search according to their preferences.
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We intend to expand our business in other markets outside India, particularly those with a significant non-resident Indian population as well as those with proximity to India and favored by Indian travelers. In December 2009, we launched our website in the United Arab Emirates, www.makemytrip.ae, catering mainly to non-resident Indians traveling to India as well as on their travels to other countries. We launched our Canadian website, www.makemytrip.ca, in July 2010. Our Canadian website is currently owned by a company which we have registered in Canada. We are evaluatingentered the transferSingapore market by acquiring Luxury Tours in May 2011. In July 2011, we incorporated Luxury Tours (Malaysia) to expand our operations in Malaysia and adjacent markets. In November 2012, we expanded in Thailand and Southeast Asia, through our acquisitions of legal ownership of this company to us by September 2011.
Hotels and Packages
We introduced our hotels and packages business in 2005 and have since experienced significant growth in this area.area, including through the acquisition of the Hotel Travel Group in November 2012. In April 2013, we launched “Last Minute Deals” on our website and mobile applications to offer significant discounts to our customers on hotel bookings for same-day check-ins. The total number of transactions in our hotels and packages business were 81,357 in fiscal year 2009, 109,672 in fiscal year 2010, andwas 175,869 in fiscal year 2011.
Hotels.Through our websites, customers can search, compare and make reservations at more than 4,70011,100 hotels and guesthouses in India as of April 30, 2013, up from the more than 4,500 as of April 30, 2011, and a wide selection ofmore than 84,300 hotels and properties outside India. We procure room inventory from our hotel suppliers through three methods: “direct connects,” “direct allocation” and, “on request.”for most hotels outside India, through contracts with online travel agents and aggregators outside India. As of JuneApril 30, 2011,2013, approximately 1.9%8.6% of our hotel suppliers were directly-connected to our booking system. Through these “direct connects,” our booking systems are integrated with the central reservations systems of the hotels and reservations to be made and confirmed on a real time basis. Through our ongoing efforts to increase the automation of and otherwise improve our extranet, our hotel suppliers are now able to perform more of the necessary functions for executing transactions through our system without our direct involvement. All our other hotel suppliers in India have a “direct allocation” arrangement with us whereby they allocate rooms directly to us either by managing their room inventory on an extranet supported by us or via telephone or through “on request” booking. In our “on request” booking process, customers may request a reservation and we will liaise with the relevant hotel to try and confirm the room reservation.telephone. We do not assume any inventory risk for such “direct allocation” room inventory as any unsold inventory is released to the hotels uponwithin an agreed numberperiod of days priortime. We obtain inventory for most hotels outside India through contracts with online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them. We also own the travel website HotelTravel.com, which has a large supply of approximately 90,000 hotels and properties internationally and in India, which is also sold to MakeMyTrip.com customers. This supply is predominantly made up of contracts with online travel agents and aggregators, but it also includes “direct connects.” MakeMyTrip.com’s supply of hotel rooms is also sold through HotelTravel.com. In addition to the relevant datecomplete integration of travel.
The customer base for MakeMyTrip.com is primarily residents in India and non-resident Indians and others traveling to India from the United States and other countries. The customer base for HotelTravel.com is global, spread across Japan, Europe, Australia and North America. With respect to both websites, the focus of our technological improvement and sales efforts is on consolidating multiple supply sources and identifying the best rates possible for our customers. In addition, we have invested in multi-lingual products and marketing, with in-house translation and customer service teams for ten different languages. On both HotelTravel.com and MakeMyTrip.com, customers may search for hotels based on their destination, preferred dates for check-in and check-out, and may easily filter our search results by selecting star ratings, specific hotel chains and location. Customers can also indicate amenity preferences, such as business services, Internet access, fitness centers, swimming pools and travel assistance. Our “City Map View” also offers customers the ability to compare hotel locations on an interactive neighborhood map. Customers can also preview the property by viewingOur online hotel picturesbooking platform provides an enhanced user experience for researching and read hotel reviews from other MakeMyTrip customersbooking hotels on our websiteMakeMyTrip.com and on our travel community website, www.oktatabyebye.com. We recently launched a booking engine on our website that allows our customers to search and book some of our domestic holiday packages online. We also added a new “Flight plus Hotel” tab on our website to describe the potential cost savings from booking bundled packages compared to booking flights and hotels separately.
Packages.We offer pre-packaged vacations designed by our in-house product specialists, under arrangements with various travel suppliers and our GDS service provider to cater to both individual and group travelers.Our packages also include various travel services such as travel insurance, visa processing, airport transfer and sightseeing.
| • |
For our customers travelling within India, our Indian website offers a flight plus hotel option, using a similar search and display interface as our separate air ticketing and hotels web-interface, which enables customers to view multiple combinations of airlines and hotels to assemble a trip which satisfies his or her unique requirements. Our website allows customers to customize their trips by combining two or more travel products and selecting their desired air and hotel supplier, often at a discounted price, compared to booking the individual components separately.
| • |
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International Packages.We offer pre-designed independent packages, customized independent vacations, customized group tours and pre-designed escorted tours. The wide array of holiday options offered is intended to suit varying budgets and preferences of potential customers. |
| • | Meetings, Incentives, Conferences, Exhibitions and Events.Our MICE group offers services to organizations as well as other groups, including students or families who wish to plan meetings, conferences or other events or organize group trips. Our MICE group assists such customers in planning and booking travel arrangements for large groups of travelers and delivers tickets and other documentation, and, on request of the customers, a member of our MICE group will accompany the group during the travel in order to ensure that all plans and activities run smoothly. Our MICE group also assists employees of these organizations with their personal travel needs. |
Other Services and Products
Rail Tickets.We introduced the sale of railway tickets in India in 2009 after entering into an agreement with IRCTC, which granted us “direct-connect” access to Indian Railways’ passenger reservation system online and enabled our customers to reserve and purchase Indian Railways tickets on a real time basis through our Indian website. Indian Railways is India’s state-owned railway which owns and operates most of India’s rail transport. Since we commenced this business in June 2009, we haveWe booked 185,948576,585, 838,429 and 576,585387,991 transactions for rail tickets in fiscal year 2010years 2011, 2012 and fiscal year 2011,2013, respectively.
Using a customized search interface, our customers are able to quickly search for train tickets based on their preferred travel dates, destinations and class of travel. Our customized interface allows a customer to compare travel options across various trains, classes, dates and prices. The search results displayed are detailed and have been customized to suit the needs of local Indian railway users. For example, customers are able to see the wait list status for relevant train trips and are able to plan their travel accordingly. Like other products, customers can also easily filter the results of their search according to their specific preferences. However, as a result of Indian Railways’ regulations, although customers may search for rail tickets 24 hours a day and seven days a week, reservations may not be made between 8.00 a.m. and 12.00 p.m., and 11.30 pmp.m. and 12.30 ama.m. India time.
Bus Tickets.We have agreements with several major Indian and Singaporean bus operators, some of which are operators of multiple routes, as well as with aggregators and other intermediaries. Our bus tickets inventory is obtained through four channels: real time inventory from operators who are directly-connected to our booking system; inventory from aggregators who are directly-connected to our booking system; inventory from operators who manage their inventory on an extranet supported by us; and inventory obtained by agreement with operators where a certain number of tickets are pre-allocated to us or sold to us “on request.” Since we commenced this business in May 2008, we haveWe booked 11,792, 57,529147,640, 309,726 and 147,640543,201 transactions for bus tickets for the nine months ended March 31, 2009,in fiscal year 2010years 2011, 2012 and fiscal year 2011,2013, respectively.
Customers can search for bus tickets based on their preferred travel dates and routes and our website will typically display numerous options for customers to choose from. We offer our customers basic information on the type of bus used on the relevant route and customers are able to select seats, choose from the available boarding points in the relevant city on the routes as well as obtain information on the location of the chosen boarding point.
With the acquisition of certain assets of Travis Internet Private Limited (which operated www.ticketvala.com) in March 2010, we have obtained access to a technology platform offering real time bus booking services, quotations and cost comparison, allowing last minute bookings as well, which we have integrated with our booking systems. We intend to leverage this platform to enable more bus operators to be directly-connected to our booking system to further expand our bus booking offering.
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Ancillary Services and Products
As an ancillary service offered to our customers, we provide our customers with the option to purchase travel insurance from Apollo Munich Health Insurance Company Limited, with whom we entered into a memorandum of understanding in April 2008. We facilitate access to this travel insurance through our Indian website, as well as via our call centers and travel stores. On our Indian website, prior to confirming and proceeding with the reservation of and payment for a flight or hotel, our customers are prompted to purchase such travel insurance. We also provide visa processing services, and sell telephone calling cards to our customers. In addition, we offer travel-related businesses and other third parties the opportunity to advertise on our websites.
Distribution Channels
We utilize a variety of technology-enhanced distribution channels to target the growing Indian middle class travel market, where Internet penetration is still relatively low. Our broad distribution network gives us access to Indians traveling domestically or overseas and also reaches non-resident Indians and others traveling inbound to India. Our distribution network uses a combination of our websites, call centers, airport counters and travel stores as well as our travel agents’ network in India and mobile service platform, giving us multiple channels to access these customers.
Our customers’ varied needs are served by different distribution channels. During fiscal year 2011,2013, over 95.0%94.7% of our sales of air tickets for travel in India and the majority of sales of air tickets for outbound travel from India were made through our website. Sales of air ticketswebsite and 3.3%, most often for inbound travel, to India tend to bewere made mainly through our call centers, withcenters. Our sales of hotel rooms are also primarily made through our call centers accounting for approximately 63.8% of such sales.websites. Our customers can book standard flight plus hotel packages on our websites, but the majority of the sales of packages within or outside India are concluded through our call centers, or travel stores.stores and travel agents’ network. All of our rail and bus ticket sales in India are made through our Indian website.
In fiscal year 2011,2013, transactions executed through our websites, call centers and travel stores accounted for approximately 95.9%94.7%, 3.3% and 0.8%2.0%, respectively, of our total transactions.
Internet Websites
We currently operate the websites www.makemytrip.com (including the sub-domain us.makemytrip.com), www.makemytrip.ae, www.makemytrip.com.sg and www.makemytrip.ca servicing the Indian domestic and outbound market, the United States-India inbound market (focusing in particular on non-resident Indians in the United States), the United Arab Emirates as well as neighboring Middle East countries, Singapore and neighboring Southeast Asian countries and the Canada-India market, respectively. Our Canadian website, www.makemytrip.ca, is currently owned by a company which we have registered in Canada. We are evaluatingalso own the transfertravel website HotelTravel.com, which was acquired as part of legal ownershipour acquisition of this companythe Hotel Travel Group in November 2012 and has a large supply of approximately 90,000 hotels and properties internationally and in India, which is also sold to us by September 2011.MakeMyTrip.com customers. MakeMyTrip.com’s supply of hotel rooms is also sold through HotelTravel.com. Our websites have been designed to provide a user-friendly experience to our customers and are reviewed and upgraded from time to time. We recently updated the look of our website www.makemytrip.com based on our customers’ feedback.
In March 2010, we acquired certain assets of Travis Internet Private Limited, an online bus ticket company in India. As part of this acquisition, we acquired the website www.ticketvala.com, which enables customers to obtain quotations and book bus tickets online on a real time basis, which we have integrated with our booking system and our Indian website.
Using our websites, customers can easily and quickly review the pricing and availability of nearly all our services and products, evaluate and compare options, and book and purchase such service and products online within minutes. In addition, we have self-service customer support modules on our websites to let our customers check their refund status, modify or cancel reservations and view their travel itineraries. Customers can also purchase ancillary travel-related services and products, such as travel insurance as part of the booking process. Certain packages for MICE or other customized packages cannot be purchased online although customers can submit inquiries through our websites and our sales representatives will contact such customers to follow up and process the transaction, if required. We recently introduced self-service customer support modules on our websites to let our customers check their refund status, modify or cancel reservations and view their travel itineraries.
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Search.A customer conducts a search for a particular product, or combination of products (for example, flight plus hotel), on our websites by defining desired parameters. For example, for domestic Indian flights, apart from the city of departure and destination, number of travelers and dates of travel, our customers can also input additional parameters such as preferred cabin class, preferred airlines, refundable fares and direct flights. Our websites’ search capabilities employ scalable search and routing logic that we believe return comprehensive results without sacrificing search response times or creating added stress on our suppliers’ infrastructure. Our search results are generated in a cost-effective and time-efficient manner, since over 90%80% of our search results come from cache. Our web-based booking engine, which has been designed to link to our suppliers’ systems either through “direct connects” or a GDS (we currentlyprimarily use Amadeus GDS), allows us to deliver real time information.
Select.At this stage, our websites display to the customer various possible selections that are available in a user-friendly format, and also prompt the customer with available special offers or provide additional information about the product. Our websites are enabled with asynchronous JavaScript and extensible markup language or AJAX, allowing customers to sort or refine search results by further defining certain parameters such as price range, time range, preferred airlines and availability of refunds for air tickets, and star rating, preferred hotel chains and hotel amenities.
Review.After a customer has selected a particular option, our websites will provide the customer with an opportunity to review the details of the product being purchased and the terms and conditions of such purchase. At this stage, our websites connect to the Amadeus GDS or the websites of our travel suppliers to confirm the availability and pricing of the product selected, and in the event the customer’s choice is not available, the customer will be informed of the next-best alternative to the selected product. Customers booking air tickets or hotels will also be shown options to purchase travel insurance and other related ancillary services.
Payment.We offer our customers a variety of payment methods. On our Indian website, customers may pay in Indian Rupees with credit cards, debit cards issued by several major banks in India (including Citibank, ICICI Bank, HDFC Bank and AXIS Bank), bank transfers or cash cards,cards. We also offer cash-on-delivery for select travel products and in Indian Rupees. On our US website, customers may pay with credit cards or Paypal and in US dollars. On our United Arab Emirates website, customers may pay with credit cards in United Arab Emirates Dirham, or AED.partial payment options for large value transactions. The payment gateway for sales on our Indian website is secured by “Verified by VISA” and “MasterSecure”.
In order to simplify the booking process for our customers, our websites do not require prior customer registration in order for the purchase to be completed. Customers who do not wish to register will simply be prompted prior to payment to provide basic contact details (including their name, telephone number and e-mail address) for purposes of the travel product they intend to purchase. An electronic confirmation is sent to the customer’s e-mail address and customers can also use TripAssist on our websitesself-service web-support, TripAssist, to check their flight or train details, print e-tickets and cancel flight and rail bookings and track progress of refunds.
Call Centers
Our in-house call centers, which mainly handle our sales and post-sales customer service support for our international hotels and packages business as well as domestic Indian packages with more complicated itineraries, are run out of Gurgaon in India. TheseIndia, as well as out of Singapore and Thailand. Our call centers in India operate 24 hours a day, seven days a week and customers can call these centers through various toll-free numbers in India to consult with our sales representatives, receive comprehensive, real time hotel and package information, and make travel bookings. As of JuneApril 30, 2011,2013, we employed approximately 78173 sales representatives, including supervisors, in all of our in-house call centers, as compared with approximately 94 sales representatives as of March 31, 2009. This decline in numbers of sales representatives was primarily due to outsourcing.centers. All of our sales representatives in India participate in a formal four-week training program before commencing work and have an in-depth knowledge of their relevant local market. Our sales representatives are also trained and updated with our new services and products.
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All our call centers are equipped with our enterprise resource planning, or ERP, application, allowing our sales representatives and agents to make bookings and create packages, as well as attend to customer requests. These centers are also linked to our CRM system which enables us to monitor the performance of our sales representatives and outsourced agents on a round-the-clock basis. We also have software that enables us to log on to customer calls enabling us to perform random checks on our call centers on a real time basis. Our system also enables us to monitor the number of waiting calls and limit customer abortedcustomer-aborted calls on our hotlines due to unacceptably long waiting times. We have an in-house quality team which monitors the quality of our call center transactions, including the tone and voice of our customers, in order to ensure high quality service is consistently offered to our customers.
Travel Stores
As of JuneApril 30, 2011,2013, we had various20 company-owned travel stores, including one in 20our office in Gurgaon, in 18 cities, 40 franchisee-owned travel stores which primarily sell packages in 37 cities, including metropolitan areas across India, which primarily sell packages. Our main officeand counters in Gurgaon also serves customers seeking to purchase outbound packages fromthree major airports in India. We believe that these travelstarted our franchisee network in 2009 with six stores and offices are important for our overall growth as they representinitiated a direct interface between our customers and us. major expansion in 2011, when we added 25 additional stores.
At all of our travel stores, customers can consult with our sales representatives, receive comprehensive, real time flight, hotel and package information as well as information for other services and products, and make travel bookings, without prior appointment. OurUnlike agents in our travel agents’ network described below, agents in our travel stores sell our products exclusively. All our travel stores are also equipped with our ERP application and linked to our CRM system.
The experience for a customer in all our travel stores, including those owned and operated by franchisees, is substantially similar because all our travel stores are operated according to the same guidelines, as required in our contractual arrangements with our franchisees. In addition to providing our franchisees with the use of our ERP application, links to our CRM system and a license to use our brand, we also make frequent on-site visits and provide other technical operational support to our franchisees. In exchange, we receive a fixed non-refundable fee and a share of revenues from all sales made by our franchisee-owned stores. The fee amounts and revenue-sharing rates are negotiable depending on the location of the store and other factors. In general, we encourage our franchisees to adapt their businesses to meet the demands and needs of their local market and customers.
Travel Agents’ Network
We have a travel agents’ network in India which we started in 2009 where over 10,000 travelto enable registered agents across approximately 800 cities and towns in India canto access our B2B website enabling them toand sell our full suite of online travel products to their customers.customers, although access is now only available for our hotels and packages products. As of April 30, 2013, we had a network of approximately 900 registered agents across approximately 200 cities and towns in India. Our B2B website uses a similar interface as our external customer-facing websites and we were able to launch our B2B platform in a few months by leveraging technology already being used by us for our customer-facing websites. We believe our network is attractive to travel agents as we provide access to a range of travel services and products which such agents may not otherwise be able to access cost-effectively or at all. These travel agents earn commissions from us depending on the volume and type of travel services and products sold. Furthermore, our travel agents’ network allows us to expand our footprint in India and distribution network in a cost-effective manner.
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In 2008, we launched “makemytrip.mobile,” our mobile service platform. Our mobile services allow customers to search, book and pay for Indian domestic air tickets on their mobile phones at no additional cost. The tickets and bookings are delivered through email and SMS. Apart from flightIn 2012, we extended our mobile services to allow customers to book domestic hotels, buses and holiday packages on mobile and updated our mobile site, http://m.makemytrip.com, with touch-optimization and a better design and user interface for Android and iPhone users. In April 2013, we launched “Last Minute Deals” on our website and mobile applications to offer significant discounts to our customers on hotel bookings for same-day check-ins.
In addition to our basic and touch mobile sites accessible at http://m.makemytrip.com, our mobile services are available through our Blackberry application, which was launched in early 2011 and has been downloaded approximately 195,000 times as of April 30, 2013, our Android application, which was launched in April 2012 and has been downloaded approximately 400,000 times as of April 30, 2013, and our iPhone application, which was launched in July 2012 and has been downloaded approximately 260,000 times as of April 30, 2013.
Our customers are now able to make bookings on our mobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications, including Indian domestic flights through our Blackberry application and Indian domestic flights, Indian domestic hotels, Indian bus offerings and Indian and international holiday packages through our Android and iPhone applications. In addition to being able to make different types of travel bookings on their smartphones and mobile devices, customers can view their booking details, cancel bookings, request e-tickets, and track refund status, on their mobile devices. Customers can also check flight status, look for new deals and use location-based services to find nearby places of interest. Currently, BlackBerry users can access MakeMyTrip mobile offerings through our recently-launched BlackBerry application, which allows customers to book domestic flights in India and automatically synchronizes the flight details with the calendar on their BlackBerry devices. As of June 30, 2011, there had been more than 74,000 downloads of this application. Customers with reserved tickets, whether booked through a desktop computer or mobile device, have the ability to access flight information or cancel reservations through this application. We are also in the process of developing similar mobile applications for both Android and iPhone. We plan to increase the scope of services available on smartphones and other mobile devices. We also intend to increase the penetration and usage of mobile offerings by targeting more mobile service platforms in the future. We recently re-launched “makemytrip.mobile” with a better design and user interface which lets customers search and book flights using many smartphone browsers.
Technology and Infrastructure
General
We benefit from an advanced technology platform which we believe has a high level of reliability, security and scalability, and which has been designed to handle high transaction volumes across all our websites on shared infrastructure. We operate our technology platform through two external data centers in India, one located in Mumbai and one located in Chennai, one external data center located in Singapore and one internal data center in our office in Gurgaon. Our Indian external data centers run together in “active-active” mode so that each serves approximately half of our website traffic at any given time. The Singaporean external data center primarily serves our HotelTravel.com business with critical data replicated to our Indian external data centers, although we are currently in the process of moving the hosting of HoteTravel.com’s technology infrastructure to our Indian external data centers. Our internal data center runs independently and serves all the data needs of our internal operations, such as e-mail.
In the event one of our Indian external data centers shuts down, our other Indian external data center will automatically take over for it. This capability helps us to ensure business continuity and minimize potential damage in the event of a disruption. Our system is capable of handling up to 500,000one million website requests a day.
To further support business continuity, our Indian external data centers are able to replicate and synchronize data from each other on a continuous basis, which effectively allows them to back up each other’s data. In addition, all data is backed up on a weekly basis on tapes. These tapes are kept at a safe and secure location outside the data centers.
Our technology infrastructure is monitored by an internal team that operates 24 hours a day, seven days a week and is assisted by an outsourced security monitoring and engineering support team that also operate 24 hours a day, seven days a week. All our servers installed at our data centers and at our offices are also secured with firewalls.
We have the ability to scale our technology platform up and down to meet our needs without incurring substantial costs as wethrough the use of virtual machines and infrastructure when required. We estimate that an additional investment in hardware costing approximately $360,000 would increase the capacity of our technology platform to 1 million website requests per day. Our technology stack is also modular and can be easily modified for multiple lines of business. For example, we were able to launch our B2B platform in a few months by leveraging our existing technology used for our customer-facing websites.
We believe we have core technology advantages in multiple areas, including:
website logic that simplifies and improves our customers’ ability to book a trip most suited to their requirements, including providing extensive low-price options and alternative routings, and assisting customers in finding their destinations easily by using colloquial names or major landmarks;
website availability on a variety of mobile platform, including iPhone, Android and Blackberry;
scalable search and caching technologies that return comprehensive results and allow us to provide more flight and hotel options to our customers without sacrificing search response times or creating added stress on our suppliers’ operating or cost infrastructure;
capability to combine various flight plus hotel options, offering our customers the ability to see multiple combinations of airlines and hotels to assemble a package, resulting in trips that are frequently less expensive than individually booked components and more flexible for our customers;
social engagement platform that allows our customers to connect to their virtual friends through our site, using various sharing options from external social networks; and
capability to monitor the customers.
Fully Integrated Technology Platform
Our CRM system uses software by Oracle RightNowtmTM CRM, which integrates our sales, customer service and fulfillment operations. Our web-enabled centralized booking system enables our customers and B2B partners to search and book travel services and products we sell and provide on a real time basis. We also have “Verified by VISA” and “MasterSecure” payment gateways, which provides additional security for transactions via our Indian website using credit cards and debit cards issued by Indian institutions. We also offer payment options via netbanking and other instruments.
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We integrate our ERP application (which uses Microsoft DynamicstmTM) with our CRM system which enables our agents to create packages, make and amend bookings as well as attend to customer inquiries. Our CRM system is designed to analyze customer needs for better servicing. It generates reports identifying areas of opportunity or weakness and thereby helps us in improving our service and product quality. We also use Omniture Web Analytics software to assist us in analyzing our web-based business through various metrics, such as the rate of conversion of visitors to our websites to purchasing customers.
Our systems include automation for ticketing, monitoring of schedule changes and providing alerts to customers, as well as auto-cancelation of reservations made through a GDS or airlines’ central reservations systems. We are continually looking for opportunities to automate our processes in order to further increase our productivity and improve the scalability of our business.
Security
We are committed to protecting the security of our customers’ information. We maintain an information security team that is responsible for implementing and maintaining controls to prevent unauthorized users to access our systems. These controls include the implementation of information security policies and procedures, security monitoring software, encryption policies, access policies, password policies, physical access limitations, and detection and monitoring of fraud from internal staff. We have acquired a fraud detection system which uses transaction patterns and other data sources which seek to prevent fraudulent transactions in real time. All sensitive data transmitted through our systems is encrypted using SSL 1024 bit encryption technology. Our information security team also coordinates internal and external audits every six months. Our travel portal in India is compliant with the PaymentPCI-DSS (Payment Card Industry Data Security StandardStandard) (a set of requirements for enhancing payment account security developed by the Payment Card Industry Security Standards Council, which include key credit card and financial services companies).
Marketing and Brand Awareness
We believe our online and offline marketing strategies increase our brand awareness, drive potential customers to our websites and improve the rate at which visitorspotential customers visiting our website become actual customers.
Our marketing channels primarily include online advertising, such as paid search engine marketing and optimization with leading Internet search engines (such as GoogletmTM), as well as utilizing and display advertising on websites (such as Yahoo!tmTM India) India and TripAdvisorTM), offline advertising using print or broadcast media, such as television or radio, e-mails and short messages, and other marketing channels, such as through our call centers and travel stores. We have consistently invested in building our brand and expanding our reach to travelers in India as well as overseas, through mass media campaigns as well as through innovative digital marketing tools such as viral marketing and online display banners. We also have a strong presence in social media, such as FacebookTM, YouTubeTM and Twitter. We intend to invest in marketing to further increase our brand awareness through our “Memories Unlimited” marketing campaign. We expect to spend approximately $2 million on marketing in fiscal year 2012 in addition to our typical advertising and business promotion expenses to further strengthen our brand. As of June 30, 2011, we have incurred approximately $1.7 million on our “Memories Unlimited” marketing campaign.
Our marketing programs and initiatives also include targeted campaigns, promotional or seasonal offers, as well as partnerships with international tourism boards. From time to time, we may run promotional schemes offering free air tickets upon the purchase of certain air tickets. For example, from March 8, 2010 to May 12, 2010, we ranare currently running a promotion offering unlimitedone free domestic air tickets for travel within Indiaticket upon the purchase of inboundone domestic air tickets toticket in India, from the United States on our US website. This promotional offer was subject to certain terms and conditions, including that the offer applied only to the basic fare of the domestic tickets and all taxes and fees payable on such tickets were to be borne by the customers, the free air tickets had to be booked within seven days of purchase of the eligible US-India air ticket and requests for such free air tickets had to be made at least 21 days before the date of travel (with the customer who booked the eligible US-India air ticket utilizing at least one of the free tickets).conditions. The estimated cost of any such free air tickets is recognized at the time of issuance of the eligible paid air tickets.
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We also have partnerships with sports and entertainment businesses in India to promote our hotel products. In sports, we recently became the official travel partner of the Sunrisers Hyderabad, one of the cricket teams of the Indian Premier League, to promote our online hotel offering. As the team’s principal sponsor, we have our logo prominently displayed on the front of each player’s jersey and around the stadium and grounds in Hyderabad. The campaign was supported with television commercials that ran nationwide in April and May 2013, featuring Indian and international cricket stars booking hotels online with MakeMyTrip.com.
In entertainment, we recently partnered with a movie production house in India, Dharma Productions Private Limited, and an associated media agency. Through this partnership, we are promoting our brand through in-film placement in a recently released Hindi movie, and we are pursuing joint media sponsorships.
We also have alliances and arrangements with several major banks in India, including HDFC, Kotak Mahindra Bank, HDFCICICI Bank, IndusInd Bank and HSBC, as well as with American Express, with whom we run promotional offers and vouchers. These alliances and arrangements provide us with access to our partners’ large customer base where targeted marketing for customer acquisition can be made at relatively low costs. We also participateIn an arrangement with PAYBACK, a customer loyalty rewards company, we launched a “by invite” membership program called “My Trip Rewards” in i-mint,August 2011 to reward customers for their loyalty and ongoing engagement with us. As of April 30, 2013, we have enrolled approximately 185,000 members in this program. During fiscal year 2013, members in this program made a multiple partner consumer loyalty programsignificant contribution to our overall business, with approximately 20% of them active in India.
We have won many industry awards, including Best Travel Portal by Lonely Planet (2013), Best Travel Portal (Indian) by Lonely Planet (2012), Outlook Traveller Favourite Travel Portal (2012), Travel Innovator of the Year by Travel Distribution World Asia Awards (2012), E Retailer of the Year at the Star Retailer Awards (2012), Best Mobile Strategy award at EyeforTravel’s Social Media & Mobile in Travel Asia conference (2013), Porter Prize (named after Michael E. Porter) for “Industry Architecture Shift” (2012), Safari India National Tourism Award for Best Online Tour Company (2012),Best Online Travel Agency and Best Domestic Tour Operator by the Times of India (2011), Best Online Travel Portal of the Year by Class of Travel & Tourism Awards in 2010,(2010), Best Travel Portal by CNBC Awaaz 2009(2009) and Best Online Travel Agent for Excellence in the Indian Travel Market by TravelBiz Monitor 2009,(2009), as well as numerous awards from trade partners.
Customer Service
Our customer focused approach is centered on ensuring a favorable user experience on our websites as well as excellent customer service. Our websites are designed to provide a user-friendly experience and integrate valuable travel information, such as flight status information, on the on-time performance of airlines, user-generated travel reviews and destination guides, to help customers research and make travel decisions. We also monitor feedback from our customers using our CRM system and review and upgrade the features of our websites from time to time.
The key channels through which we implement our customer support and communicate with our customers are as follows:
Web-based Support.We offer two web-based customer support services. Our self serviceself-service web-support, called “TripAssist,” which is available on our Indian website, enables our customers to check the status of their domestic flight, train, bus or train booking,hotel bookings, cancel ticketsbookings and track the progress of their refund, among other things. Customers who require assistance or have inquiries about certain products also have an option to contact our sales representatives via our websites and we have dedicated personnel available 24 hours a day, seven days a week, who provide assistance to our customers on a real time basis.
Call Centers.We provide our customers with comprehensive and real time assistance through our call centers which are available 24 hours a day, seven days a week. Currently, we outsource a portion of our customer service call center operations to IBM, Daksh, iEnergizer IT Services, Intelenet Global ServicesSerco, InterGlobe and Motif India Infotech in India, whose employees have been trained by our respective outsourcing service providers and us.
Travel Stores.Customers may also visit our various travel stores and airport counters in 2046 cities in India and obtain assistance from our sales and customer service representatives.
Mobile Service.Our mobile service platform, “makemytrip.mobile,” enables customersIn addition to search, book and pay for Indian domestic air ticketsbeing able to make different types of travel bookings on their smartphones and mobile phones at no additional cost. The tickets and bookings are delivered through email and SMS. Apart from flight bookings,devices, customers can view their booking details, cancel bookings, request e-tickets, and track refund status, on their mobile devices. Customers can also check flight status, look for new deals and use location-based services to find nearby places of interest. Currently, BlackBerry users can access MakeMyTripThese services are available through all our mobile offerings throughapplications and our recently-launched BlackBerry application, which allows customers to book domestic flights in India and automatically synchronizes the flight details with the calendar on their BlackBerry devices.
E-mail.Customers may also e-mail any inquiries or complaints, which we endeavor to address expeditiously.
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We have a fulfillment process that we mainly outsource, which minimizes any travel disruption for our customers, with a team of personnel responsible for ensuring that customers’ hotel bookings are checked and reconfirmed prior to the date of travel.
Our Indian website also offers our customers the option to make cash donations to plant trees in India to reduce their carbon footprint, when completing their bookings.
Supplier Relationships
We believe we have cultivated and maintain good relationships with our travel suppliers. We have a dedicated team to maintain and enhance our existing relationships, and develop new relationships, with travel suppliers. Our supplier relationship teams negotiate agreements or arrangements with suppliers for access to travel inventory for our services and products, and also monitor supplier-sponsored promotions. They also focus on relationship management with our suppliers. One of the key services we provide to our suppliers is the provision of customer feedback and preferences which we obtain primarily through our CRM system, user-generated content on our websites as well as through our call centers, and via www.oktatabyebye.com, our Indian online travel community website.
Our top five (in alphabetical order) airline suppliers for travel in India and overseas as well as(based on revenue less service cost earned by us) and our top five Indian(in alphabetical order) hotel suppliers (in each case in alphabetical order)(based on gross bookings) for fiscal year 20112013 were:
Airlines | ||||
(Travel within India) | Airlines (International Travel) | Hotels (within India) | ||
| Air India | Air India | Fortune Hotels | ||
| Emirates | ||||
| Jet Airways | Himalayan Voyages Private Limited | |||
| Jet Airways | Malaysian Airlines | Indian Hotels Company Limited | ||
Airlines
We have access to real time inventory of all major airlines operating in, from and to India either through a GDS (we currentlyprimarily use Amadeus GDS) or through “direct connects” to our airline suppliers’ booking systems.
Most of these airlines offer us fares that match those offered by the airlines on their own websites as well as on other online travel websites. The fares paid by our customers include our service fee in addition to the fares charged by the airlines. We currently have commission arrangements with all India-based airlines, as well as major international airlines that service India, where part of our commission is linked to the number of sales facilitated by us or the revenue realized by these airlines on sales completed through us. Similarly, we earn fees from our GDS service provider on a per-ticket basis for sales completed by us through the GDS that are linked to the volumes of sales completed by us.
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We provide our customers with access to over 4,70011,100 hotels and guesthouses in India as of April 30, 2013, up from more than 4,500 as of April 30, 2011, and a wide selection ofmore than 84,300 hotels and properties outside India. Our hotel supply team is responsible for negotiating agreements or arrangements with independent hotels, hotel chains and hotel management companies in India and securing competitive rates, promotions and access to inventory for listing on our websites as well as packaging of holidays. We select our hotel partners by their reputation and quality and monitor customer feedback on our websites as well as other channels in order to ensure that hotels listed on our websites maintain acceptable standards.
In our hotels and packages business, our revenue represents the total amount paid by our customers for these travel services and products and the cost of procuring the relevant services and products are classified as service cost. We also earn commissions from other hotel suppliers, typically larger hotel chain operators, depending on the volume of reservations made through us.
As of JuneApril 30, 2011,2013, approximately 1.9%8.6% of our hotel suppliers were directly-connected to our booking system. Through these “direct connects,” our booking systems are integrated with the central reservations systems of the hotels and reservations to be made and confirmed on a real time basis. We intend to work with our suppliers to increase the number of “direct connects” as we believe “direct connects” benefit both us and the hotels. All other hotel suppliers in India have a “direct allocation” arrangement with us whereby they allocate rooms directly to us either by managing their room inventory on an extranet supported by us or via telephone or through “on request” booking. In the “on request” booking process, customers may request a reservation and we will liaise with the relevant hotel to try and confirm the room reservation. Other than special arrangements we may have with our hotel suppliers from time to time where we may guarantee sales of a certain number of rooms during peak travel periods, wetelephone. We are not subject to inventory risk on our direct allocations as unsold rooms are returnedinventory is released to the hotels within an agreed time period. We obtain inventory for most hotels outside India through contracts with online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them. We earn commissions from such agents and aggregators depending on the volume of room reservations made through them.
Competition
The market for travel services and products is highly competitive. We currently compete with both established and emerging providers of travel services and products, including other online travel agencies, such as cleartrip.com, expedia.com, travelocity.comexpedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and yatra.com,agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established Internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete with us for customers. In our domestic hotels and packages business, we compete primarily with Cox & Kings, Kuoni India and Thomas Cook, all of which are established industry players in the Indian travel market.
Some of our competitors have significantly greater financial, marketing, personnel and other resources than us, and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and packages business) as compared with us. Factors affecting our competitive success include, among other things, price, availability and breadth of choice of travel services, brand recognition, customer service and customer care, fees charged to travelers, ease of use of website interface, accessibility and reliability.
Certain of our travel suppliers have also been steadily focusing on increasing online demand on their own websites and decreasing or eliminating their dependence on third-party distributors like us. For instance, many low-cost airlines may, subject to applicable regulations, reduce or eliminate commissions to agents such as us or restrict the amount of service fees we are able to charge customers. Suppliers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as their own bonus miles or loyalty points, which could make their offerings more attractive to customers than offerings like ours.
Intellectual Property
Our intellectual property rights include trademarks and domain names associated with the name “MakeMyTrip,” and other rights arising from confidentiality agreements relating to our website content and technology. We regard our intellectual property as a factor contributing to our success, although we are not dependent on any patents, intellectual property-related contracts or licenses other than some commercial software licenses available to the general public. We rely on trade mark law, trade secret protection, non-competition and confidentiality agreements with our employees and some of our partners to protect our intellectual property rights. We require our employees to enter into agreements to keep confidential all information relating to our customers, methods, business and trade secrets during and after their employment with us. Our employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship, developments and other processes made by them during their employment are our property.
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Employees
As of March 31, 2011,2013, we had 1,0101,613 employees. As of June 30, 2011, we had 1,141 employees. We also outsource some of our customer service and sales functions, which has resulted in a decline in the number of our employees, principally from 2008 to 2009. The following tables show a breakdown of our employees as of the end of our past three fiscal years by category of activity and geographic location. We have begun the process of bringing our company into compliance with applicable financial reporting regulations. We have a senior manager and three other employees who are responsible for implementation of requirements under the Sarbanes-Oxley Act. We are in the process of evaluating and hiring consultants and new staff.
| Number of Employees as of | ||||||||||||
| March 31 | ||||||||||||
| Division/Function | 2009 | 2010 | 2011 | |||||||||
| Management | 7 | 7 | 6 | |||||||||
| Product development | 22 | 20 | 40 | |||||||||
| Sales and marketing | 433 | 442 | 575 | |||||||||
| Technology development and technology support | 95 | 111 | 151 | |||||||||
| Others (including operations, business development, administration, finance and accounting, legal and human resources) | 204 | 177 | 238 | |||||||||
| Total | 761 | 757 | 1,010 | |||||||||
| Number of Employees as of | ||||||||||||
| March 31 | ||||||||||||
| Location | 2009 | 2010 | 2011 | |||||||||
| India | 758 | 754 | 1,006 | |||||||||
| United States | 3 | 3 | 4 | |||||||||
| Total | 761 | 757 | 1,010 | |||||||||
| Number of Employees as of | ||||||||||||
| March 31 | ||||||||||||
Division/Function | 2011 | 2012 | 2013 | |||||||||
Management | 6 | 5 | 6 | |||||||||
Product development | 40 | 60 | 45 | |||||||||
Sales and marketing | 575 | 670 | 768 | |||||||||
Technology development and technology support | 151 | 188 | 297 | |||||||||
Others (including operations, business development, administration, finance and accounting, legal and human resources) | 238 | 350 | 497 | |||||||||
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Total | 1,010 | 1,273 | 1,613 | |||||||||
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| Number of Employees as of | ||||||||||||
| March 31 | ||||||||||||
Location | 2011 | 2012 | 2013 | |||||||||
India | 1,006 | 1,188 | 1,279 | |||||||||
United States | 4 | 4 | 5 | |||||||||
Singapore | — | 75 | 78 | |||||||||
Malaysia | — | 6 | 11 | |||||||||
Thailand | — | — | 235 | |||||||||
United Arab Emirates | — | — | 4 | |||||||||
China | — | — | 1 | |||||||||
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Total | 1,010 | 1,273 | 1,613 | |||||||||
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None of our employees are represented by a labor union. We believe that our relations with our employees are good. We also contract with a third partyparties for the provision of temporary employees from time to time based on the needs of our businesses for various functions, including administration, technology-related projects and staffing at our travel stores.stores and airport counters. As of March 31, 2011,2013, we employed 76121 temporary and contractual employees. As of June 30, 2011, we employed 77 temporary employees.
Insurance
We maintain and annually renew insurance for losses (but not business interruption) arising from fire, burglary as well as terrorist activities for our corporate office at Gurgaon, India, as well as for our various company-owned travel stores in 2018 cities in India. In connection with our initial public offering in August 2010, we purchased a liability policy that also covers our directors and officers with a policy limit of $50 million.
We extended this policy in connection with our follow-on public offering in June 2011. In addition, we have a liability policy of $30 million to insure our directors and officers from various liabilities arising out of the general performance of their duties. We have also purchased public liability insurance, fidelity insurance and work injury compensation insurance with an aggregate policy limit of approximately $2.0 million for Luxury Tours.
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In addition, in order to act as a travel agent or a tour operator in the National Capital Territory of Delhi, MMT India is required to obtain a licencelicense from the Licensing Authority, Tourism Department, Government of National Capital Territory of Delhi under the Delhi Motor Vehicle Rules, 1993, as amended. MMT India has recently applied for such a license. MMT India ishas also currently in the processobtained security clearances for each of applying toits directors from the Directorate General of Civil Aviation, Government of India, pursuant to which it is now eligible to apply for a license to operate inclusive tour package tourist charter flights as part of our holiday packages.
In addition, Luxury Tours holds a travel agent’s license from the Singapore Tourism Board, Luxury Tours (Malaysia) holds an Inbound license from the Ministry of Tourism, Malaysia and ITC Bangkok Co. Ltd. holds an inbound license from the Tourism Authority of Thailand.
MMT India has obtained a license from the Reserve Bank of India to act as a Full Fledged Money Changer, which requires that MMT India maintain a minimum net owned funds of Rs. 2.5 million (approximately $54,300)$0.04 million). However, other than money changing services provided to certain of our existing customers, we do not intend to expand our money changing operations.
Under the Information Technology Act, 2000, as amended, we are subject to civil liability to compensate for wrongful loss or gain to any person arising from negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information that we possess, deal with or handle in our computer systems, networks, databases and software.
We obtained approvals to operate our domestic and international call centers in India as “Other Service Providers” from the Department of Telecommunications, Ministry of Communications and Information Technology, Government of India, which are valid for 20 years from September 27, 2005 and June 6, 2001, respectively.
We obtain and maintain registrations under the Shops and Establishments Act and Rules of each state where our company-owned travel stores are located.
Our operations in India currently do not benefit from tax holidays under any applicable laws or regulations.
C. Organizational Structure
The following diagram illustrates our corporate structure and the place of formation and ownership interest of each of our significant subsidiaries, as of the date of this annual report.
Notes:
| (1) | ||
| (2) |
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Our primary facility is our corporate office located in Gurgaon, India. We lease this approximate 38,000approximately 93,700 square foot facility under a nine-year lease which commenced on March 7, 2007.
As of JuneApril 30, 2011,2013, we also had 20 company-owned travel stores, including one in 20our office in Gurgaon, in 18 cities in India, including Mumbai, Kolkata, Ahmedabad, Chennai, Delhi, Goa, Hyderabad, Jaipur and Pune. Outside of India, we havelease offices in New York, San Francisco, Singapore, Kuala Lumpur, Phuket and San Francisco. All of these properties are leased,Bangkok, and we are currentlyown two offices in the process of renewing certain such lease agreements for future periods.
Not applicable
The following discussion of our business, financial condition and results of operations should be read in conjunction with “Item 3. Key informationInformation — A. Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 3. Key Information — D. Risk Factors” and elsewhere in this annual report. Actual results could differ materially from those contained in any forward-looking statements.
Overview
We are the largest online travel company in India, based on gross bookings for 2009,2011, according to PhoCusWright. Through our primary website, www.makemytrip.com, and other technology-enhanced platforms, travelers can research, plan and book a wide range of travel services and products in India as well as overseas. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as facilitating access to travel insurance. As reported by The Economic Times on February 6, 2011, the Indian middle class is expected to grow over three times from 160 million people currentlyduring 2011 to 547 million people by 2026.In order to meet the requirements of this growing Indian middle class travel market where Internet penetration is relatively low, we also utilize other technology-enhanced distribution channels, including call centers, our travel stores in India, as well as our travel agents’ network in India.
We generate revenue through two main lines of business, air ticketing, and hotels and packages. Sales in ourOur sales of air ticketing businesstickets and hotel rooms are primarily made through our website. Our customers can book standard flight plus hotel packages on our websites, whereasbut the majority of the sales in our hotels andof packages businesswithin or outside India are made mainlyconcluded through our call centers, travel stores and travel agents’ network. We also generate revenue through the online sale of rail and bus tickets and by facilitating access to travel insurance, as well as advertising revenue from third party advertisements on our websites.
In our air ticketing business, our three main sources of revenue are (1) commissions and incentive payments from airline suppliers for tickets booked by customers through our distribution channels, (2) service fees we charge our customers and (3) fees from our GDS service provider. Revenue from our air ticketing business generally represents the commissions, incentive payments and fees we earn as an agent on a “net” basis.
In our hotels and packages business, revenue (including revenue on air tickets sold as part of packages) is generally accounted for on a “gross” basis, representing the total amount paid by our customers for these travel services and products. The cost of procuring the relevant services and products for sale to our customers in this business areis classified as service cost. Our hotels and packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our customers for most hotels outside India, which are accounted for on a “net” basis.
We earn commissions in a similar manner for certain non-hotel products related to our packages.
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The following tables reconcile our revenue (an IFRS measure) to revenue less service cost (a non-IFRS measure):
| Air Ticketing | Hotels and Packages | Other Revenue | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | |||||||||||||||||||||||||||||||||||||||||||||
| March 31 | March 31 | March 31 | March 31 | |||||||||||||||||||||||||||||||||||||||||||||
| 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | |||||||||||||||||||||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 19,225.1 | $ | 32,119.5 | $ | 47,622.7 | $ | 48,622.8 | $ | 50,287.9 | $ | 74,558.0 | $ | 703.8 | $ | 1,152.8 | $ | 2,540.7 | $ | 68,551.7 | $ | 83,560.2 | $ | 124,721.4 | ||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | 491.8 | 985.5 | — | 43,069.2 | 42,292.2 | 63,650.9 | — | — | — | 43,561.0 | 43,277.7 | 63,650.9 | ||||||||||||||||||||||||||||||||||||
Revenue less service cost | $ | 18,733.3 | $ | 31,134.0 | $ | 47,622.7 | $ | 5,553.6 | $ | 7,995.7 | $ | 10,907.1 | $ | 703.8 | $ | 1,152.8 | $ | 2,540.7 | $ | 24,990.7 | $ | 40,282.5 | $ | 61,070.5 | ||||||||||||||||||||||||
% of total revenue less service cost | 75.0 | % | 77.3 | % | 78.0 | % | 22.2 | % | 19.8 | % | 17.9 | % | 2.8 | % | 2.9 | % | 4.1 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||
| Air Ticketing | Hotels and Packages | Other Revenue | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended March 31 | Fiscal Year Ended March 31 | Fiscal Year Ended March 31 | Fiscal Year Ended March 31 | |||||||||||||||||||||||||||||||||||||||||||||
| 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | |||||||||||||||||||||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | $ | 47,622.7 | $ | 76,190.3 | $ | 60,888.8 | $ | 74,558.0 | $ | 116,701.1 | $ | 164,129.3 | $ | 2,540.7 | $ | 3,707.8 | $ | 3,803.8 | $ | 124,721.4 | $ | 196,599.3 | $ | 228,821.9 | ||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||||||||||||||
Service cost | — | 9,939.6 | 4,119.6 | 63,650.9 | 98,474.8 | 136,537.1 | — | — | — | 63,650.9 | 108,414.3 | 140,656.7 | ||||||||||||||||||||||||||||||||||||
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Revenue less service cost | $ | 47,622.7 | $ | 66,250.7 | $ | 56,769.2 | $ | 10,907.1 | $ | 18,226.3 | $ | 27,592.2 | $ | 2,540.7 | $ | 3,707.8 | $ | 3,803.8 | $ | 61,070.5 | $ | 88,184.9 | $ | 88,165.2 | ||||||||||||||||||||||||
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% of total revenue less service cost | 78.0 | % | 75.1 | % | 64.4 | % | 17.9 | % | 20.7 | % | 31.3 | % | 4.1 | % | 4.2 | % | 4.3 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||
Key Operating Metrics
Our operating results are affected by certain key metrics that represent overall transaction activity and subsequent financial performance generated by our travel services and products. Three of the most important metrics, which are critical in determining the ongoing growth of our business, are revenue less service cost, gross bookings and net revenue margins.
Revenue from our air ticketing business is generally accounted for on a “net” basis (representing the commissions, incentive payments and fees we earn) and recognized at the time of issuance of air tickets. We account for our air ticketing revenue in this manner as we typically act as an agent and as we do not assume any performance obligation after the confirmation of the issuance of tickets. However, on a few occasions, we pre-purchase air ticket inventory in order to enjoy special negotiated rates and revenue from the sale of such tickets is accounted for on a “gross” basis (representing the price of the tickets paid by our customers) as we assume inventory risk on such pre-purchased tickets. The cost of such air tickets are classified as service cost.
Revenue from our hotels and packages business (including air tickets sold as part of packages) is generally accounted for on a “gross” basis, representing the total amount paid by our customers for these travel services and products, as we are the primary obligor and have responsibility for the delivery of services. The cost of procuring the relevant services and products for sale to our customers in this business areis classified as service cost. However, our hotels and packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our customers for most hotels outside India, which are accounted for on a “net” basis. We earn commissions in a similar manner for certain non-hotel products related to our packages. Our hotels and packages revenue is recognized on the check-in date for hotel reservations and the date of departure for packages.
As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on revenue less service cost, as we believe this reflects more accurately the value addition of the travel services that we provide to our customers.
Gross bookings represent the total amount paid by our customers for the travel services and products booked through us, including taxes, fees and other charges, and are net of cancellations and refunds.
Net revenue margins is defined as revenue less service cost as a percentage of gross bookings and represent the commissions, fees, incentive payments and other amounts earned in our business. We follow net revenue margin trends closely across our various lines of business to gain insight into the profitability of our various businesses.
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| Fiscal Year Ended March 31 | ||||||||||||
| 2009 | 2010 | 2011 | ||||||||||
| (in thousands, except percentages) | ||||||||||||
Number of transactions: | ||||||||||||
| Air ticketing | 1,250.8 | 1,766.9 | 2,824.6 | |||||||||
| Hotels and packages | 81.4 | 109.7 | 175.9 | |||||||||
Gross bookings: | ||||||||||||
| Air ticketing | $ | 260,945.1 | $ | 408,603.1 | $ | 647,846.9 | ||||||
| Hotels and packages | 52,365.7 | 57,273.1 | 94,608.2 | |||||||||
| $ | 313,310.8 | $ | 465,876.2 | $ | 742,455.1 | |||||||
Net revenue margins: | ||||||||||||
| Air ticketing | 7.2 | % | 7.6 | % | 7.4 | % | ||||||
| Hotels and packages | 10.6 | % | 14.0 | % | 11.5 | % | ||||||
| Combined net revenue margin for air ticketing and hotels and packages | 7.8 | % | 8.4 | % | 7.9 | % | ||||||
| Fiscal Year Ended March 31 | ||||||||||||
| 2011 | 2012 | 2013 | ||||||||||
| (in thousands, except percentages) | ||||||||||||
Number of transactions: | ||||||||||||
Air ticketing | 2,824.6 | 3,715.4 | 3,794.1 | |||||||||
Hotels and packages | 175.9 | 343.1 | 568.1 | |||||||||
Gross bookings: | ||||||||||||
Air ticketing | $ | 647,846.9 | $ | 839,234.3 | $ | 939,637.5 | ||||||
Hotels and packages | 94,608.2 | 153,723.2 | 229,921.0 | |||||||||
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| $ | 742,455.1 | $ | 992,957.5 | $ | 1,169,558.5 | |||||||
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Net revenue margins: | ||||||||||||
Air ticketing | 7.4 | % | 7.9 | % | 6.0 | % | ||||||
Hotels and packages | 11.5 | % | 11.9 | % | 12.0 | % | ||||||
Combined net revenue margin for air ticketing and hotels and packages | 7.9 | % | 8.5 | % | 7.2 | % | ||||||
Factors Affecting Our Results of Operations
In fiscal year 2010, these trends prompted Indian travel agents, including our company, to increase the amount of service fees charged to customers and the number of services for which fees are levied. As a result, although commissions in the air ticketing business faced downward pressures in the industry,2012, our air ticketing net revenue margins increased to 7.9% from 7.2%7.4% in fiscal year 2009 to 7.6%2011. This increase was mainly as a result of an improvement in the negotiated rates and incentive deals we received from our suppliers in fiscal year 2010. In addition, many of our Indian airline suppliers also paid incentive fees to travel agents such as ourselves during the economic slowdown in fiscal year 2010 and most of fiscal year 2009 in order to improve their sales.
In fiscal year 2011,2013, our air ticketing net revenue margins decreased to 7.4%6.0% from 7.6%7.9% in fiscal year 2010.2012. This decrease was mainly as a result of a reductionairlines in the service fees we chargeIndia reducing their base commissions in our domestic air ticketing business in order to attract more customers and gain market share. This reduction in service fees partially offset the effects of an increase in our gross bookings and higher volume-related incentives we earned from the airlines during fiscal year 2011.
The hotels and packages business tends to yield higher margins than the air ticketing business, reflecting the greater value added in respect of the travel services that we provide in the hotels and packages segment as well as the diversity and more complex nature of hotels and packages services as compared with air tickets. Our netWe are focused on expanding our hotels and packages business and, accordingly, changing our revenue margins in this business increased from 10.6% inmix towards our hotels and packages segment.
In fiscal year 2009 to 14.0% in fiscal year 2010 as we were able to negotiate more favorable terms with2012, our suppliers on account of the growth in our number of transactions and gross bookings during these years, and also because our travel suppliers provided more favorable terms due to the slowdown in India’s economy in fiscal 2010. Our net revenue margins in the hotels and packages business decreased, however,increased from 14.0% in fiscal year 2010 to 11.5% in fiscal year 2011. We reduced our margin2011 to 11.9% in the third quarter of fiscal year 20112012. The increase in ordermargin was achieved due to increasean expansion of our market sharesupplier base, the negotiation of better rates with our suppliers, and promote new holiday packages as we continued to develop new travel destinations.
In fiscal year 2013, our net revenue margins in the hotels and packages business. business increased marginally from 11.9% in fiscal year 2012 to 12.0% in fiscal year 2013. The increase in margin was achieved due to an expansion of our supplier base through the acquisition of the Hotel Travel Group and the ITC Group in fiscal year 2013.
Our hotels and packages transactions have increased over the last three fiscal years, increasing from 81,357 transactions in fiscal year 2009 to 175,869 transactions in fiscal year 2011.2011 to 568,133 transactions in fiscal year 2013. Gross bookings for hotels and packages have increased from $52.4 million in fiscal year 2009 to $94.6 million in fiscal year 2011.2011 to $229.9 million in fiscal year 2013. Revenue less service cost from our hotels and packages business accounted for 22.2%17.9%, 19.8%20.7% and 17.9%31.3% of our total revenue less service cost in fiscal years 2009, 20102011, 2012 and 2011,2013, respectively.
The increase in fiscal year 2013 as compared to fiscal year 2012 was due to a significant increase in the number of transactions and a marginal increase in net revenue margins, further aided by the acquisitions of the Hotel Travel Group and the ITC Group in the third quarter of fiscal year 2013.
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Advertising and Business Promotion Expenses.Competition in the Indian online travel industry has intensified and the industry is expected to remain highly competitive for the foreseeable future. Increased competition may cause us to increase our advertising and business promotion expenses or lower our service fees in the future in order to compete effectively with new entrants and existing players in the market. We may also increase our advertising and business promotion expenses as well as personnel expenses as a result of our expansion into new markets and such expenses may not be offset by increased revenue particularly at the initial commencement of business in these new markets. We intend to invest in marketing to further increase our brand awareness and our focus on changing our revenue mix towards our hotels and packages segment through our “Memories“Hotels Unlimited” marketing campaign. We expect to spend approximately $2.0 million on marketingcampaign promoting our hotel bookings business in fiscal year 20122014, in addition to our typicalregular advertising and business promotion expenses to further strengthen our brand.
Trends and Changes in the Indian Economy and Travel Industry.Our financial results have been, and are expected to continue to be, affected by trends and changes in the Indian economy and travel industry, particularly the Indian online travel industry. These trends and changes include:
Our Revenue, Service Cost and Other Revenue and Expenses
Revenue
We started our business in 2000 with a focus on the sales of air tickets to non-resident Indians in the United States traveling inbound to India. In 2005 we started our Indian air ticketing business. Over time, we have expanded our hotels and packages business as well as expanded internationally and introduced new non-air services and products such as the sale of rail and bus tickets, and facilitating access to travel insurance. We also generate advertising revenue from third party advertisements on our websites.
Air Ticketing.We earn commissions from airlines for tickets booked by customers through our distribution channels as well as incentive payments linked to the number of sales facilitated by us. We either deduct commissions at the time of payment of the fare to our airline suppliers or collect our commissions on a regular basis from our airline suppliers, whereas incentive payments are collected from our airline suppliers on a periodic basis. Incentives earned from airlines are recognized on the basis of performance targets agreed with the relevant airline and when performance obligations have been completed. We charge our customers a service fee for booking airline tickets. We receive fees from our GDS service provider based on the volume of sales completed by us through the GDS. Revenue from air tickets sold as part of packages is eliminated from our air ticketing revenues and added to our hotels and packages revenue.
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Other Revenue.Our other revenue primarily comprises revenue from commissions or fees from IRCTC for the sale of rail tickets, bus operators for the sale of bus tickets, as well as Apollo Munich Health Insurance Company Limited (previously known as Apollo DKV Insurance Company Limited) for our facilitation of the access to travel insurance, and third-party advertising on our websites. We also receive fees from aggregators from whom we procure inventory for certain bus tickets, when we book bus tickets through them. We expect that revenue from these other businesses will continue to contribute an insignificant percentage of our revenue in the near future.
Service Cost
Service cost primarily consists of costs paid to hotel and package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other local services such as sightseeing costs for packages and local transport costs; it does not include any component of personnel cost, depreciation or other operating costs. As revenue from our air ticketing business is generally recognized on a “net” basis, there is typically no service cost associated with our air ticketing business. However, on a few occasions, we pre-purchase air ticket inventory in order to enjoy special negotiated rates and revenue from the sale of such tickets is recognized on a “gross” basis (representing the retail value of the tickets paid by our customers). The cost of such air tickets are classified as service cost.
The following tables sets forth revenue recorded on a “gross” basis and on a “net” basis as well as service costs within our air ticketing business, our hotels and packages business and our other revenue during our last three fiscal years.
| Air Ticketing | Hotels and Packages | Other Revenue | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | |||||||||||||||||||||||||||||||||||||||||||||
| March 31 | March 31 | March 31 | March 31 | |||||||||||||||||||||||||||||||||||||||||||||
| 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue on gross basis | $ | 578.7 | $ | 1,110.2 | $ | — | $ | 48,101.0 | $ | 48,724.2 | $ | 71,155.1 | $ | — | $ | — | $ | — | $ | 48,679.7 | $ | 49,834.4 | $ | 71,155.1 | ||||||||||||||||||||||||
| Revenue on net basis | 18,646.4 | 31,009.3 | 47,622.7 | 521.8 | 1,563.7 | 3,402.9 | 703.8 | 1,152.8 | 2,540.7 | 19,872.0 | 33,725.8 | 53,566.3 | ||||||||||||||||||||||||||||||||||||
| Revenue | 19,225.1 | 32,119.5 | $ | 47,622.7 | 48,622.8 | 50,287.9 | $ | 74,558.0 | 703.8 | 1,152.8 | $ | 2,540.7 | 68,551.7 | 83,560.2 | $ | 124,721.4 | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | 491.8 | 985.5 | — | 43,069.2 | 42,292.2 | 63,650.9 | — | — | — | 43,561.0 | 43,277.7 | 63,650.9 | ||||||||||||||||||||||||||||||||||||
Revenue less service cost | $ | 18,733.3 | $ | 31,134.0 | $ | 47,622.7 | $ | 5,553.6 | $ | 7,995.7 | $ | 10,907.1 | $ | 703.8 | $ | 1,152.8 | $ | 2,540.7 | $ | 24,990.7 | $ | 40,282.5 | $ | 61,070.5 | ||||||||||||||||||||||||
| Air Ticketing | Hotels and Packages | Other Revenue | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended March 31 | Fiscal Year Ended March 31 | Fiscal Year Ended March 31 | Fiscal Year Ended March 31 | |||||||||||||||||||||||||||||||||||||||||||||
| 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||
Revenue on gross basis | $ | — | $ | 12,520.0 | $ | 5,139.0 | $ | 71,155.1 | $ | 110,962.9 | $ | 154,972.9 | $ | — | $ | — | $ | — | $ | 71,155.1 | $ | 123,482.9 | $ | 160,111.9 | ||||||||||||||||||||||||
Revenue on net basis | 47,622.7 | 63,670.3 | 55,749.8 | 3,402.9 | 5,738.3 | 9,156.4 | 2,540.7 | 3,707.8 | 3,803.8 | 53,566.3 | 73,116.4 | 68,710.0 | ||||||||||||||||||||||||||||||||||||
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Revenue | $ | 47,622.7 | $ | 76,190.3 | $ | 60,888.8 | $ | 74,558.0 | $ | 116,701.1 | $ | 164,129.3 | $ | 2,540.7 | $ | 3,707.8 | $ | 3,803.8 | $ | 124,721.4 | $ | 196,599.3 | $ | 228,821.9 | ||||||||||||||||||||||||
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Service cost | — | $ | 9,939.6 | $ | 4,119.6 | $ | 63,650.9 | $ | 98,474.8 | $ | 136,537.1 | $ | — | $ | — | $ | — | $ | 63,650.9 | $ | 108,414.3 | $ | 140,656.7 | |||||||||||||||||||||||||
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Revenue less service cost | $ | 47,622.7 | $ | 66,250.7 | $ | 56,769.2 | $ | 10,907.1 | $ | 18,226.3 | $ | 27,592.2 | $ | 2,540.7 | $ | 3,707.8 | $ | 3,803.8 | $ | 61,070.5 | $ | 88,184.9 | $ | 88,165.2 | ||||||||||||||||||||||||
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Personnel Expenses
Personnel expenses primarily consist of wages and salaries, employee welfare expenses, contributions to mandatory retirement provident funds as well as other expenses related to the payment of retirement benefits, and employee share-based compensation.
Other Operating Expenses
Other operating expenses primarily consist of, among other things, advertising and business promotion expenses, charges by payment gateway providers and fees paid to our outsourcing service providers for our call center service and other functions.
Depreciation and Amortization
Depreciation consists primarily of depreciation expense recorded on property and equipment, such as computers and office furniture, fixtures and equipment, leasehold improvements, motor vehicles and power backup generators at certain of our offices, including our corporate office in Gurgaon, India. Amortization expense consists primarily of amortization recorded on intangible assets including website development expenses, software and software.
intangible assets acquired in business combinations.
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Finance income consists mainly of net gains and/or losses arising from the change in fair value of the derivative component on our preferred shares (being the option embedded in our preferred shares which obliges our company to issue additional preferred shares to preferred shareholders if we subsequently issue new preferred shares at lower prices than the original issue prices of the preferred shares of the same class) as well as interest income on our term deposits.
Finance Costs
Finance costs consist primarily of interest expense accrued on our convertible preferred shares which are considered as interest bearing loans for accounting purposes (except for their embedded option derivative value), bank charges, unwinding of the discount on provisions, losses on disposal of available-for-sale financial assets, net loss on change in fair value of derivatives, impairment loss on trade and other receivables, which represent provisions for bad and doubtful debts under certain terminated contracts with travel suppliers as well as receivablesadvances under dispute by our suppliers, and cost of initial public offeringofferings of our ordinary shares. All of our preferred shares were converted into ordinary shares upon the completion of our initial public offering in August 2010.
Foreign currency gains and losses are reported on a net basis as a component of finance income and costs. For transactions, the translation is recorded at exchange rates on the date of the transaction.
Foreign Currency Translation
Our functional currency and that of our subsidiary, MakeMyTrip.com Inc.,subsidiaries, MMT USA and Hotel Travel Limited, is the US dollar. However, MMTthe functional currencies of our subsidiaries organized in India, our key operating subsidiary, primarily operates its business in Indian RupeesSingapore, Malaysia, Thailand, China and its functional currency is the Indian Rupee.United Arab Emirates are their respective local currencies. We report our consolidated financial statements in US dollars. The financial statements of MMT Indiaall our subsidiaries are translated to our reporting currency using relevant exchange rates in accordance with IFRS. In particular, the assets and liabilities of our foreign operations are translated to US dollars at exchange rates as of the relevant reporting date, and the income and expenses of our foreign operations are translated to US dollars at the average of the exchange rates applicable during the relevant reporting period. Adjustments resulting from the translation of MMT India’s financial statements of our subsidiaries, except MMT USA, from itstheir functional currency to our reporting currency are accumulated and reported as other comprehensive income (loss), which is a separate component of our shareholders’ equity. See also “— Quantitative and Qualitative Disclosures about Market Risk — Foreign Exchange Risk.”
Critical Accounting Policies
Certain of our accounting policies require the application of judgment by our management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty. Our management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following are the critical accounting policies and related judgments and estimates used in the preparation of our consolidated financial statements. Our management has discussed the application of these critical accounting estimates with our board of directors and audit committee. For more information on each of these policies, see “Note 3 — Significant Accounting Policies” in the notes to our consolidated financial statements.
Revenue Recognition
We derive our revenue primarily from two sources: air ticketing and hotels and packages.
Revenue from our air ticketing business is primarily generated from our websites whereas revenue from our hotels and packages business is primarily generated through call centers, travel stores and travel agents’ network. We also generate revenue through the sale of rail and bus tickets, facilitating access to travel insurance and advertising revenue from third party advertisements on our websites.
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Hotels and Packages.Income from our hotels and packages business, including income from air tickets sold as part of packages, is accounted for on a “gross” basis as we are the primary obligor in the arrangement and incur risk and responsibility, including the responsibility for delivery of services. Our hotels and packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our customers for most hotels outside India, which are accounted for on a “net” basis. We earn commissions in a similar manner for certain non-hotel products related to our packages. Our hotels and packages revenue is recognized on the check-in date for hotel reservations and the date of departure for packages, respectively.
Other Revenue.We also earn commissions and fees from railway and bus operators, earn fees by facilitating access to travel insurance policies to our customers and generate revenue from third party advertisements on our websites. Income from these other sources is recognized as the services are being performed.
We recognize revenue when we have persuasive evidence of an arrangement in respect of services to be provided, where such services have been rendered, and the fee is determinable and collectibility is reasonably assured. We conclude that we have persuasive evidence of an arrangement when we enter into a legally enforceable agreement with our customers with terms and conditions that describe the service and the related payments. We consider fees to be determinable when the services have been provided in accordance with the agreement, i.e. upon booking of the air ticket in the case of airline ticketing revenue, upon date of departure in the case of packages and upon check-in in the case of packages and hotels, respectively.hotels. As the customer is primarily required to pay the amount at the time of transaction, collectibility is reasonably assured. We do not believe we have significant uncertainty regarding revenue recognition, or that the same would not be affected by uncertain future events. No major estimates or assumptions are made at the time of revenue recognition.
Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of airline tickets, revenue recognized in respect of commissions earned by our company on such tickets is reversed and is net off from our revenue earned during the fiscal period at the time of cancellation. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of hotels and packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the availing of services by the customer.
Service Cost
Service cost primarily consists of costs paid to hotel and package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other services. Service costs also include costs of pre-purchased air tickets in respect of sale of airline tickets where our company assumes inventory risks.
Service costs are the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Service costs are recognized when incurred, which coincides with the recognition of the corresponding revenue.
Other operating costs include costs such as advertising and business promotion costs, payment gateway charges, web hosting charges and outsourcing fees, which are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets.
Advertising and business promotion costs are primarily comprised of Internet, television, radio and print media advertisement costs, as well as event-driven promotion costs for our company’s products and services. Such costs are the amounts paid by us to or accrued by us toward advertising agencies or direct service providers for advertising on websites, television, print formats, search engine marketing and any other media. Advertising and business promotion costs are recognized when incurred.
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While preparing our financial statements, we make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent liabilities as of the date of our financial statements and the reported amount of revenues and expenses for the relevant reporting period.
Business Combinations, Goodwill and Intangible Assets
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to us. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration, if any. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business combination are expensed as incurred.
The purchase consideration is comprised of the fair value of the assets given, equity instruments issued, liabilities incurred or assumed at the date of exchange and the fair value of any contingent consideration, if any. A financial liability is recognized in respect of the acquisition of remaining shares of the subsidiary from the existing shareholders which represents its fair value as at the acquisition date.
The consideration transferred does not include amounts related to remuneration of employees or former owners of the acquiree for future services. Such amounts are recognized in profit or loss as a compensation cost.
Goodwill represents excess of the cost of acquisition over our share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the excess is negative, a bargain purchase gain is recognized immediately in the profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.
Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses, if any.
Intangible assets acquired in a business combination are amortized on a straight-line basis over their estimated useful lives that reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives are as follows:
• Customer – related intangible assets | 8-10 years | |||
• Contract – related intangible assets | 5-6 years | |||
• Marketing – related intangible assets | 8-10 years | |||
• Software | 5 years | |||
• Website development costs | 5 years |
Available-for-sale Financial Assets
Available-for-sale financial assets are non-derivative financial assets that are either designated as available-for-sale or are not classified in any of the other categories. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and any changes, other than impairment losses, are recognized in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognized, the cumulative gain or loss in other comprehensive income is transferred to profit or loss. Available-for-sale financial assets comprise of equity securities.
Impairment Loss on Trade and Other Receivables
We estimate the amount of uncollectible receivables each period and establish an impairment loss for uncollectible amounts. We provide impairment loss based on (i) our specific assessment of the collectability of all significant amounts; and (ii) any specific knowledge we have acquired that might indicate that an amount is uncollectible. The assessments reflect management’s best assumptions and estimates. Significant management judgment is involved in estimating these factors, and they include inherent uncertainties. Management periodically evaluates and updates the estimates based on the conditions that influence these factors. The variability of these factors depends on a number of conditions, including uncertainty about future events, and thus our accounting estimates may change from period to period.
Impairment of Non-Financial Assets
The carrying amounts of our non-financial assets, primarily property, plant and equipment, website development cost, software and other intangible assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. An impairment loss is recognized if the carrying amount of an asset or cash generating unit, or CGU, exceeds its recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assumptions of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated to that level at which impairment testing is performed which reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to a group of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (or group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (or group of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Share-based Payment Transactions
Our employees receive remuneration in the form of equity instruments for rendering services over a defined vesting period. The value of equity instruments granted to our employees is measured by reference to the fair value of the instrument at the relevant date of grant. We record an expense for the value of such equity instruments granted and record an increase to our equity.
The equity instruments generally vest in tranches over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches. We recognize share-based compensation net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award.
We apply the Black-Scholes valuation model in determining the fair value of options granted, which requires the input of highly subjective assumptions, including the expected life of the share option, share price volatility, and the pre-vesting option forfeiture rate. Expected life is based on historical exercise patterns, which we believe are representative of future behavior. We estimate expected volatility at the date of grant based on historical volatility of comparable companies for the period equal to the expected term of the options. Expected dividends percentage is taken as zero as we do not anticipate issuing dividends. The risk-free interest rate is the yield on a treasury bond with a remaining term equal to the expected option life assumed at the date of grant. The assumptions used in calculating the fair value of share options represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we are required to estimate share-based compensation expense net of estimated forfeitures. In determining the estimated forfeiture rates for share-based awards, we periodically conduct an assessment of the actual number of equity awards that have been forfeited to date as well as those expected to be forfeited in the future. We consider many factors when estimating expected forfeitures, including the type of award, the employee class and historical experience. If our actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be significantly different from what we have recorded in the current period.
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Estimated Useful Lives of Property, Plant and Equipment and Website Development Cost
Property, Plant and Equipment.In accordance with International Accounting Standards, or IAS, 16, “Property, Plant and Equipment,” we estimate the useful lives of plant and equipment in order to determine the amount of depreciation expense to be recorded during any reporting period. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may have to be shortened, resulting in the recognition of increased depreciation expense in future periods. Likewise, if anticipated technological or other changes occur more slowly than expected, the useful lives could be extended. This could result in a reduction of depreciation expense in future periods.
Website Development Cost.Website development costs representing vendor invoices towards costs of design, configuration, coding, installation and testing of our websites are capitalized until implementation. Upon implementation, the asset is amortized to expense over its estimated useful life. Ongoing website post-implementation costs of operation and application maintenance isare charged to expense as incurred. In accordance with IAS 38 “Intangible Assets,” website development costs also include costs incurred on development related to internally generated intangible assets which have been capitalized on meeting the criteria of technical feasibility, future economic benefit, marketability and separately identifiable.
We review the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others.
Income Tax
Income tax comprises current and deferred tax. Income tax expense is recognized in our profit or loss, except to the extent it relates to items directly recognized in equity, in which case it is recognized in equity.
Current Income Tax.As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We are subject to tax assessments in each of these jurisdictions. A tax assessment can involve complex issues, which may only be resolved over extended time periods. Although we have considered all these issues in estimating our income taxes, there could be an unfavorable resolution of such issues that may affect our results of operations.
Current income tax for our current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for that period. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.
The amount of income tax we pay is subject to evaluation of assessment proceedings by income tax authorities, which may result in adjustments to our carried forward tax losses. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, tax examinations are closed or when statutes of limitation on potential assessments expire. As a result, our effective tax rate may fluctuate significantly.
Deferred Income Tax.We recognize deferred income tax using the balance sheet approach. Deferred tax is recognized on temporary differences as of the relevant reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. We recognize a deferred tax asset only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and tax loss carry forwards can be utilized.
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The measurement of deferred tax assets involves judgment regarding the deductibility of costs not yet subject to taxation and estimates regarding sufficient future taxable income to enable utilization of unused tax losses in different tax jurisdictions. All deferred tax assets are subject to review of probable utilization. If, however, unexpected events occur in the future that would prevent us from realizing all or a portion of our net deferred tax assets, an adjustment would result in a charge to income in the period in which such determination was made.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities which intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities simultaneously.
Compound Financial Instruments
Compound financial instruments issued by our company comprise our convertible and redeemable preferred shares with a discretionary, non-cumulative dividend that may be converted into our ordinary share capital at the option of the holder. Our preferred shares comprise equity, liability and embedded derivative components. One preferred share is convertible into one ordinary share. As our preferred shares contain adjustment clauses that represent price protection features which protect the original preferred shareholders from decline in the fair market value of their shares, our company may have to issue a variable number of ordinary shares on conversion and hence this represents a liability.
Equity instruments are instruments that evidence a residual interest in the assets of an entity after deducting all of its liabilities. Therefore, as the initial carrying amount of our preferred shares (which are compound financial instruments) has been allocated to their equity and liability components, the equity component has been assigned the residual amount after deducting the amount separately determined for their liability component from the entire fair value of our preferred shares. The value of derivative features (such as the conversion option) embedded in our preferred shares is included as a component of liability. The sum of the carrying amounts assigned to the liability and equity components on initial recognition was equal to the fair value that would be ascribed to the instrument as a whole. No gain or loss was recognized from initially recording the components of the instrument.
The fair value of the financial liability has been initially recognized at the amount payable on demand, discounted from the first date that the amount could be required to be paid. As the preference shareholders can demand repayment of the purchase price at any time subsequent to issuance, the fair value of the liability component has been calculated at not less than the nominal amount of the preference shares issued.
The equity component has been recognized initially based on the difference between the fair value of our preferred shares as a whole and the fair value of their liability component (including the embedded derivative liability). From the liability component that included the embedded derivative liability, the fair value of the derivative liability has been separated and the balance has been accounted for as a non-derivative liability. Any directly attributable transaction costs have been allocated to the liability and equity components of our preferred shares in proportion to their initial carrying amounts. Subsequent to initial recognition, the non-derivative liability component of our preferred shares has been measured at their amortized cost using an “effective interest” method. The equity component of our preferred shares is not re-measured subsequent to its initial recognition. Separable embedded derivatives in our preferred shares are recognized as described below in “— Separable Embedded Derivatives.”
below.
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Interest, dividends, losses and gains relating to the liability component of our preferred shares have been recognized in our profit or loss.
Separable Embedded DerivativesDerivative Financial Instruments
Our preferred shares, which have all been converted to ordinary shares upon the completion of our initial public offering in August 2010, included a variable conversion feature which represents an embedded derivative feature. We also have a similar feature in our investment in equity-accounted investees. Such derivatives have beenare recognized initially at their fair value, and attributabledetermined at inception using an appropriate valuation method. Attributable transaction costs are recognized in our profit or loss as they are incurred. Fair value of the derivatives have been determined on the date of issuance of our preferred shares using an appropriate valuation method. Subsequent to initial recognition, such derivatives have beenare measured at their fair value, and any changes in such valuetherein are accounted for in our profit or loss.
Results of Operations
The following table sets forth a summary of our consolidated statement of comprehensive income (loss), both actual amounts and as a percentage of total revenue, for the periods indicated.
| Fiscal Year Ended March 31 | ||||||||||||||||||||||||
| 2009 | 2010 | 2011 | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||
| Revenue | $ | 68,551.7 | 100.0 | $ | 83,560.2 | 100.0 | $ | 124,721.4 | 100.0 | |||||||||||||||
| Service cost | (43,561.0 | ) | (63.5 | ) | (43,277.7 | ) | (51.8 | ) | (63,650.9 | ) | (51.0 | ) | ||||||||||||
| Personnel expenses | (9,679.8 | ) | (14.1 | ) | (16,562.0 | ) | (19.8 | ) | (14,399.0 | ) | (11.5 | ) | ||||||||||||
| Other operating expenses | (24,369.9 | ) | (35.5 | ) | (28,160.5 | ) | (33.7 | ) | (40,698.9 | ) | (32.6 | ) | ||||||||||||
| Depreciation and amortization | (1,558.7 | ) | (2.3 | ) | (1,569.7 | ) | (1.9 | ) | (1,910.6 | ) | (1.5 | ) | ||||||||||||
| Results from operating activities | (10,617.6 | ) | (15.5 | ) | (6,009.8 | ) | (7.2 | ) | 4,061.9 | 3.3 | ||||||||||||||
| Finance income | 6,293.7 | 9.2 | 1,874.2 | 2.2 | 1,601.8 | 1.3 | ||||||||||||||||||
| Finance costs | (3,049.6 | ) | (4.4 | ) | (2,062.9 | ) | (2.5 | ) | (3,525.7 | ) | (2.8 | ) | ||||||||||||
| Profit (Loss) before tax | (7,373.5 | ) | (10.8 | ) | (6,198.6 | ) | (7.4 | ) | 2,138.0 | 1.7 | ||||||||||||||
| Income tax benefit (expense) | 25.3 | 0.03 | (8.4 | ) | * | 2,691.7 | 2.2 | |||||||||||||||||
| Profit (Loss) for the year | (7,348.2 | ) | (10.7 | ) | (6,207.0 | ) | (7.4 | ) | 4,829.7 | 3.9 | ||||||||||||||
| Fiscal Year Ended March 31 | ||||||||||||||||||||||||
| 2011 | 2012 | 2013 | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||
Revenue | $ | 124,721.4 | 100.0 | $ | 196,599.3 | 100.0 | $ | 228,821.9 | 100.0 | |||||||||||||||
Service cost | (63,650.9 | ) | (51.0 | ) | (108,414.3 | ) | (55.1 | ) | (140,656.7 | ) | (61.5 | ) | ||||||||||||
Personnel expenses | (14,399.0 | ) | (11.5 | ) | (26,520.7 | ) | (13.5 | ) | (34,520.5 | ) | (15.1 | ) | ||||||||||||
Other operating expenses | (40,698.9 | ) | (32.6 | ) | (54,868.7 | ) | (27.9 | ) | (67,954.0 | ) | (29.7 | ) | ||||||||||||
Depreciation and amortization | (1,910.6 | ) | (1.5 | ) | (2,790.2 | ) | (1.4 | ) | (3,752.7 | ) | (1.6 | ) | ||||||||||||
Results from operating activities | 4,061.9 | 3.3 | 4,005.4 | 2.0 | (18,062.0 | ) | (7.9 | ) | ||||||||||||||||
Finance income | 1,601.8 | 1.3 | 1,987.9 | 1.0 | 4,197.6 | 1.8 | ||||||||||||||||||
Finance costs | (3,525.7 | ) | (2.8 | ) | (4,957.1 | ) | (2.5 | ) | (4,939.5 | ) | (2.2 | ) | ||||||||||||
Profit (Loss) before tax | 2,138.0 | 1.7 | 970.2 | 0.5 | (18,990.1 | ) | (8.3 | ) | ||||||||||||||||
Income tax benefit (expense) | 2,691.7 | 2.2 | 6,078.1 | 3.1 | (8,599.0 | ) | (3.8 | ) | ||||||||||||||||
Profit (Loss) for the year | 4,829.7 | 3.9 | 7,048.4 | 3.6 | (27,589.1 | ) | (12.1 | ) | ||||||||||||||||
Fiscal Year 20112013 Compared to Fiscal Year 20102012
Revenue. We generated revenue of $228.8 million in fiscal year 2013, an increase of 16.4% over revenue of $196.6 million in fiscal year 2012.
Air Ticketing. Revenue from our air ticketing business decreased by 20.1% to $60.9 million in fiscal year 2013 from $76.2 million in fiscal year 2012. Our revenue less service costs decreased by 14.3% to $56.8 million in fiscal year 2013 from $66.3 million in fiscal year 2012. Gross bookings increased by 12.0% from fiscal year 2012 to fiscal year 2013 primarily due to materially higher airfares resulting from capacity constraints in the Indian airline industry, further aided by 2.1% growth in the number of transactions. The decline in revenue less service costs was mainly due to a decline in our net revenue margin to 6.0% from 7.9%, as airlines in India reduced their base commissions.
Hotels and Packages. Revenue from our hotels and packages business increased by 40.6% to $164.1 million in fiscal year 2013 from $116.7 million in fiscal year 2012. Our revenue less service costs increased by 51.4% to $27.6 million in fiscal year 2013 from $18.2 million in fiscal year 2012. This was due to an increase in gross bookings by 49.6% primarily due to a 65.6% increase in the number of transactions and marginal increase in our net revenue margin from 11.9% in fiscal year 2012 to 12.0% in fiscal year 2013. The growth in this segment was further aided by the acquisition of the Hotel Travel Group and the ITC Group in November 2012.
Other Revenue. Our other revenue increased to $3.8 million in fiscal year 2013 from $3.7 million in fiscal year 2012, primarily due to higher advertisement income on our websites partially offset by a decrease in sales of rail tickets.
Service Cost.Service cost increased to $140.7 million in fiscal year 2013 from $108.4 million in fiscal year 2012, mainly as a result of an increase in the transaction volume in our hotels and packages business, slightly offset by a decrease in the cost of air ticket inventory from $9.9 million in fiscal year 2012 to $4.1 million in fiscal year 2013 due to a lower volume of pre-purchased air tickets.
Total Revenue less Service Cost. Our total revenue less service cost was $88.2 million in fiscal year 2012 and in fiscal year 2013 as a decrease of 14.3% in our air ticketing revenue less service cost was offset by an increase of 51.4% in our hotels and packages revenue less service cost.
Personnel Expenses. Personnel expenses increased to $34.5 million in fiscal year 2013 from $26.5 million in fiscal year 2012, mainly as a result of employee share-based compensation costs of $11.7 million in fiscal year 2013 as compared to $6.9 million in fiscal year 2012, as well as due to increases in annual wages, growth in employee headcount in in line with the growth in our hotels and packages business and acquisitions made in the third quarter of fiscal year 2013. Excluding employee share-based compensation costs, personnel expenses as a percentage of net revenue increased by 3.7% from fiscal year 2012 to fiscal year 2013.
Other Operating Expenses. Other operating expenses increased by 23.8% to $68.0 million in fiscal year 2013 from $54.9 million in fiscal year 2012, primarily as a result of an increase in outsourcing fees, advertising and business promotion expenses and payment gateway charges in line with the growth in our hotels and packages business and acquisitions made in the third quarter of fiscal year 2013. Other operating expenses include mergers and acquisitions related expenses of $0.7 million in fiscal year 2013 compared to $0.2 million in fiscal year 2012. Mergers and acquisitions related expenses include professional fees and certain other expenses associated with acquisitions and certain non-routine transactions, whether or not consummated.
Depreciation and Amortization.Our depreciation and amortization expenses increased by 34.5% to $3.8 million in fiscal year 2013 from $2.8 million in fiscal year 2012, primarily as a result of amortization costs on acquisition-related intangibles.
Results from Operating Activities. As a result of the foregoing factors, our result from operating activities was a loss of $18.1 million in fiscal year 2013 as compared to a profit of $4.0 million in fiscal year 2012. Excluding the effects of our employee share-based compensation costs, mergers and acquisitions related expenses and amortization of acquisition-related intangibles for both fiscal years 2013 and 2012, we would have recorded an operating loss of $5.1 million in fiscal year 2013 compared with an operating profit of $11.2 million in fiscal year 2012.
Finance Income.Our finance income increased to $4.2 million in fiscal year 2013 from $2.0 million in fiscal year 2012, primarily as a result of an increase in interest income on term deposits in fiscal year 2013.
Finance Costs.Our finance costs decreased to $4.9 million in fiscal year 2013 as compared to $5.0 million in fiscal year 2012, primarily due to public offering costs related to our follow-on public offering and higher foreign exchange losses in fiscal year 2012, which were offset by higher provisioning of loss on trade and other receivables in fiscal year 2013.
Income Tax Benefit (Expense). Deferred tax assets of $8.9 million had been recognized in previous fiscal years, relating to unutilized tax losses and other temporary differences in respect of our Indian subsidiary. After two consecutive years of profits, our Indian subsidiary incurred losses in fiscal year 2013. Based on evaluation of convincing evidence required by IAS 12, we have recorded an impairment of deferred tax assets of $8.5 million in fiscal year 2013. The impairment has no impact on our ability to utilize loss carry forwards or tax assets in the future and is not a reflection of management’s views on our ability to increase the profitability of our business in the future.
Profit (Loss) for the Year. As a result of the foregoing factors, including the effects of deferred tax assets on previous years’ tax losses, employee share-based compensation costs, mergers and acquisitions related expenses and amortization of acquisition-related intangibles and follow-on public offering costs, our loss for fiscal year 2013 was $27.6 million as compared to a profit of $7.0 million in fiscal year 2012. Excluding the effects of deferred tax assets on previous years’ tax losses, amortization of acquisition-related intangibles, employee share-based compensation costs, net loss on change in the fair value of derivative financial instruments and interest accretion on financial liability related to business combinations for both fiscal years 2012 and 2013 and follow-on public offering costs in fiscal year 2012, we would have recorded a net loss of $6.0 million in fiscal year and a net profit of $9.3 million in fiscal year 2012.
Fiscal Year 2012 Compared to Fiscal Year 2011
Revenue.We had revenue of $196.6 million in fiscal year 2012, an increase of 57.6% over revenue of $124.7 million in fiscal year 2011, an increase of 49.3% over revenue of $83.6 million in fiscal year 2010.
Air Ticketing.Revenue from our air ticketing business increased by 48.3%60.0% to $76.2 million in fiscal year 2012 from $47.6 million in fiscal year 2011. Our revenue less service costs increased by 39.1% to $66.3 million in fiscal year 2012 from $47.6 million in fiscal year 2011 from $32.1 million in fiscal year 2010. Our gross bookings increased by 58.6%29.5%, primarily due to a 59.9%31.5% growth in the number of transactions both as a result of an improvement in the overall air travel market as well as the continued increase in our domestic air ticket market share, partially offset by a 0.8% decrease in the average value per transaction.share. Our air ticketing net revenue margins declinedincreased to 7.9% in fiscal year 2012 from 7.4% in fiscal year 2011, mainly due to special negotiated rates and incentive deals from 7.6%our suppliers in fiscal year 2010, primarily as a result of a reduction by us of the service fees we charge in our domestic air ticketing business in order to attract more customers and gain market share.
2012.
51
Other Revenue.Our other revenue more than doubledincreased by 45.9% to $3.7 million in fiscal year 2012 from $2.5 million in fiscal year 2011, from $1.2 million in fiscal year 2010, primarily due to an increase in facilitation fees on travel insurance and theincreased sale of rail tickets and bus tickets. We commenced the sale of rail tickets in June 2009.
Service Cost.Service cost increased by 47.1% to $108.4 million in fiscal year 2012 from $63.7 million in fiscal year 2011, from $43.3 million in fiscal year 2010,mainly as a result of an increase in the transaction volume in our hotels and packages business.
Total Revenue Less Service Cost.Our total revenue less service cost increased by 51.6%44.4% to $88.2 million in fiscal year 2012 from $61.1 million in fiscal year 2011, from $40.3 million in fiscal year 2010, primarily as a result of a 53.0%39.1% increase in our air ticketing revenue less service cost in line with the increase in the number of transactions, as well as a 36.4%67.1% increase in our hotels and packages revenue less service cost, mainly reflecting the increase in the number of transactions. However, the total revenue less service cost was partially offset by reductions in the net revenue margins in our hotels and packages business to 11.5% in fiscal year 2011 from 14.0% in fiscal year 2010 and our air ticketing business to 7.4% in fiscal year 2011 from 7.6% in fiscal year 2010.
Personnel Expenses.Personnel expenses decreased by 13.1%increased to $26.5 million in fiscal year 2012 from $14.4 million in fiscal year 2011, from $16.6mainly as a result of employee share-based compensation costs related to RSUs granted to employees of $6.9 million in fiscal year 2010, primarily2012, as a result of a reduction in employee share-based compensation costscompared to $0.5 million in fiscal year 2011 from $6.8 million2011. Personnel expenses also increased in fiscal year 2010. The2012 due to increases in annual wages and average employee share-based compensation costs forheadcount in fiscal year 2010 were primarily attributable2012, as compared to grants of fully-vested employee share options in the first quarter of fiscal year 2010, as a result of options issued under our 2001 equity option plan and grants intended to replace prior options granted under MMT India’s share option plan.2011. Excluding employee share-based compensation costs, personnel expenses increasedas a percentage of net revenue decreased by 41.7% in0.5% from fiscal year 2011 fromto fiscal year 2010, primarily as a result of annual wage increases and an increase in average employee headcount.
Other Operating Expenses.Other operating expenses increased by 44.5%34.8% to $54.9 million in fiscal year 2012 from $40.7 million in fiscal year 2011, from $28.2 million in fiscal year 2010, primarily as a result of an increase in payment gateway charges, an increase in advertising and business promotion expenses and outsourcing fees in line with the growth in our business. Other operating expenses as a resultpercentage of an increase in online searches, promotions on outbound tours and an increase in spending on customer relationship management, and outsourcing fees.
Depreciation and Amortization.Our depreciation and amortization expenses increased by 21.7%46.0% to $2.8 million in fiscal year 2012 from $1.9 million in fiscal year 2011, from $1.6 million in fiscal year 2010, primarily as a result of costs incurred for purchases of computers, leasehold assets, website developments and software.
Results from Operating Activities.As a result of the foregoing factors, our results from operating activities improveddecreased to an operating profit of $4.0 million in fiscal year 2012 from an operating profit of $4.1 million in fiscal year 2011 from a loss of $(6.0) million in fiscal year 2010.2011. Excluding the effects of employee share-based compensation costs for both fiscal years 20102011 and 2011,2012, we would have recorded an operating profit of $0.8 million in fiscal year 2010 and an operating profit of $4.6 million in fiscal year 2011.
2011 and an operating profit of $10.9 million in fiscal year 2012.
52
Finance Costs.Our finance costs increased by 70.9% to $5.0 million in fiscal year 2012 from $3.5 million in fiscal year 2011, from $2.1 millionprimarily due to an increase in foreign exchange loss due to weakening of the Indian Rupee versus the U.S. dollar in fiscal year 2010, primarily due to2012, partially offset by higher public offering costs relatingrelated to our initial public offering of $2.1 million, partially offset by a decrease in foreign exchange loss. In addition, interest expenses on the liability portion of our preference shares were $1.1 million in fiscal year 2010 and $0.4 million2011 compared to public offering costs related to our follow-on public offering in fiscal year 2011.
Income Tax Benefit (Expense).We recognized incomeIncome tax benefit ofincreased to $6.1 million in fiscal year 2012 from $2.7 million in fiscal year 2011, primarily due to the recognition of a deferred tax asset for unused tax losses and existing deductible differences in accordance with our accounting policy on deferred tax for unutilized tax lossesassets as on March 31, 2011, asour management considered it probable that future taxable profits would be available. We hadIn assessing the ongoing recoverability of deferred tax assets, our management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management has not recognized balance deferred tax assets of $0.5 million in respect of the unused tax losses of MMT USA and Luxury Tours because a trend of profitable growth in these subsidiaries is not yet fully established. Excluding the effects of deferred tax benefit for both fiscal years 2011 and 2012, we would have recorded an income tax expense of $8,428$0 in fiscal year 2010.
Profit (Loss) for the Year.As a result of the foregoing factors, including the effects of employee share-based compensation costs and income tax benefit, our profit for fiscal year 20112012 was $4.8$7.1 million, an improvement againstas compared to a lossprofit of $(6.2)$4.8 million in fiscal year 2010.2011. Excluding the effects of employee share-based compensation costs and income tax benefit for both fiscal years 20102011 and 2011,2012, we would have recorded a net profit of $0.6$2.7 million in fiscal year 20102011 and a net profit of $5.4$7.9 million in fiscal year 2011.
2012.
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54
| Three Months Ended | ||||||||||||||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||||||||||||||
| 2009 | 2009 | 2009 | 2009 | 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||||||
| Air ticketing | $ | 5,464.3 | $ | 7,816.7 | $ | 7,338.8 | $ | 8,380.0 | $ | 8,584.0 | $ | 9,989.5 | $ | 10,280.7 | $ | 13,486.4 | $ | 13,866.2 | ||||||||||||||||||
| Hotels and packages | 8,819.0 | 14,558.1 | 9,383.8 | 14,115.0 | 12,231.0 | 23,222.3 | 13,020.7 | 21,461.0 | 16,853.9 | |||||||||||||||||||||||||||
| Other revenue | 271.7 | 252.2 | 241.8 | 351.0 | 307.9 | 510.9 | 527.1 | 845.5 | 657.2 | |||||||||||||||||||||||||||
| Total revenue | 14,555.1 | 22,627.0 | 16,964.4 | 22,846.0 | 21,122.8 | 33,722.8 | 23,828.5 | 35,792.9 | 31,377.3 | |||||||||||||||||||||||||||
| Service cost: | ||||||||||||||||||||||||||||||||||||
| Procurement cost of hotels and packages services | (7,448.9 | ) | (12,360.4 | ) | (7,857.0 | ) | (11,808.3 | ) | (10,266.5 | ) | (19,863.6 | ) | (10,960.6 | ) | (18,511.5 | ) | (14,315.2 | ) | ||||||||||||||||||
| Purchase of air ticket coupons | (491.8 | ) | (759.5 | ) | (12.0 | ) | (183.9 | ) | (30.0 | ) | — | — | — | — | ||||||||||||||||||||||
| Personnel expenses | (2,269.6 | ) | (8,774.9 | ) | (2,419.1 | ) | (2,436.2 | ) | (2,931.7 | ) | (3,455.6 | ) | (3,357.5 | ) | (3,862.2 | ) | (3,723.8 | ) | ||||||||||||||||||
| Other operating expenses | (5,854.4 | ) | (5,996.6 | ) | (6,115.0 | ) | (7,360.3 | ) | (8,688.6 | ) | (8,695.2 | ) | (8,731.4 | ) | (11,479.6 | ) | (11,792.7 | ) | ||||||||||||||||||
| Depreciation and amortization | (369.4 | ) | (364.5 | ) | (382.9 | ) | (402.3 | ) | (420.0 | ) | (449.0 | ) | (453.8 | ) | (496.3 | ) | (511.5 | ) | ||||||||||||||||||
| Results from operating activities | (1,879.1 | ) | (5,628.9 | ) | 178.4 | 654.8 | (1,214.1 | ) | 1,259.3 | 325.2 | 1,443.3 | 1,034.1 | ||||||||||||||||||||||||
| Net finance income (costs) | (946.7 | ) | 46.5 | (159.3 | ) | (20.0 | ) | (56.0 | ) | 52.1 | (2,120.9 | ) | 183.6 | (38.8 | ) | |||||||||||||||||||||
| Profit (Loss) before tax | (2,825.8 | ) | (5,582.3 | ) | 19.1 | 634.8 | (1,270.1 | ) | 1,311.4 | (1,795.7 | ) | 1,626.9 | 995.3 | |||||||||||||||||||||||
| Income tax benefit (expense) | 25.3 | (3.4 | ) | — | 0.5 | (5.6 | ) | (1.2 | ) | — | 1.2 | 2,691.7 | ||||||||||||||||||||||||
| Profit (Loss) for the period | $ | (2,800.5 | ) | $ | (5,585.7 | ) | $ | 19.1 | $ | 635.4 | $ | (1,275.7 | ) | $ | 1,310.2 | $ | (1,795.7 | ) | $ | 1,628.1 | $ | 3,687.0 | ||||||||||||||
| Profit (Loss) per ordinary share: | ||||||||||||||||||||||||||||||||||||
| Basic | $ | (0.16 | ) | $ | (0.32 | ) | $ | 0.001 | $ | 0.04 | $ | (0.07 | ) | $ | 0.07 | $ | (0.07 | ) | $ | 0.05 | $ | 0.11 | ||||||||||||||
| Diluted | $ | (0.16 | ) | $ | (0.32 | ) | $ | 0.001 | $ | 0.02 | $ | (0.07 | ) | $ | 0.05 | $ | (0.07 | ) | $ | 0.04 | $ | 0.10 | ||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||||||||||||||
| 2009 | 2009 | 2009 | 2009 | 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||||||||||||||
| Number of transactions: | ||||||||||||||||||||||||||||||||||||
| Air ticketing | 350.2 | 350.4 | 460.8 | 477.3 | 478.4 | 590.5 | 620.9 | 759.2 | 854.0 | |||||||||||||||||||||||||||
| Hotels and packages | 21.6 | 26.1 | 22.2 | 33.3 | 28.0 | 42.6 | 31.4 | 50.7 | 51.2 | |||||||||||||||||||||||||||
| Revenue less service cost: | ||||||||||||||||||||||||||||||||||||
| Air ticketing | $ | 4,972.6 | $ | 7,057.2 | $ | 7,326.8 | $ | 8,196.1 | $ | 8,553.9 | $ | 9,989.5 | $ | 10,280.7 | $ | 13,486.4 | $ | 13,866.2 | ||||||||||||||||||
| Hotels and packages | 1,370.1 | 2,197.7 | 1,526.8 | 2,306.6 | 1,964.5 | 3,358.7 | 2,060.2 | 2,949.6 | 2,538.6 | |||||||||||||||||||||||||||
| Other revenue | 271.7 | 252.2 | 241.8 | 351.0 | 307.9 | 510.9 | 527.1 | 845.5 | 657.2 | |||||||||||||||||||||||||||
| $ | 6,614.4 | $ | 9,507.1 | $ | 9,095.4 | $ | 10,853.7 | $ | 10,826.3 | $ | 13,859.2 | $ | 12,867.9 | $ | 17,281.4 | $ | 17,062.0 | |||||||||||||||||||
| Gross bookings: | ||||||||||||||||||||||||||||||||||||
| Air ticketing | $ | 60,771.3 | $ | 89,539.4 | $ | 94,208.8 | $ | 106,964.9 | $ | 117,889.9 | $ | 146,479.9 | $ | 138,613.3 | $ | 183,390.3 | $ | 179,363.5 | ||||||||||||||||||
| Hotels and packages | 9,763.9 | 16,112.9 | 10,598.3 | 16,440.8 | 14,121.0 | 28,164.1 | 17,374.7 | 27,214.8 | 21,854.5 | |||||||||||||||||||||||||||
| $ | 70,535.2 | $ | 105,652.3 | $ | 104,807.1 | $ | 123,405.7 | $ | 132,010.9 | $ | 174,644.0 | $ | 155,988.0 | $ | 210,605.1 | $ | 201,218.0 | |||||||||||||||||||
| Net revenue margins: | ||||||||||||||||||||||||||||||||||||
| Air ticketing | 8.2 | % | 7.9 | % | 7.8 | % | 7.7 | % | 7.3 | % | 6.8 | % | 7.4 | % | 7.4 | % | 7.7 | % | ||||||||||||||||||
| Hotels and packages | 14.0 | % | 13.6 | % | 14.4 | % | 14.0 | % | 13.9 | % | 11.9 | % | 11.9 | % | 10.8 | % | 11.6 | % | ||||||||||||||||||
| Combined net revenue margin for air ticketing and hotels and packages | 9.0 | % | 8.8 | % | 8.4 | % | 8.5 | % | 8.0 | % | 7.6 | % | 7.9 | % | 7.8 | % | 8.2 | % | ||||||||||||||||||
55
56
Historically, our sources of liquidity have principally been proceeds from the sale of our convertible preferred shares and ordinary shares, bank overdrafts and working capital facilities and cash flows from operations. Our cash requirements have mainly been for working capital as well as capital expenditures.
57
Our trade and other receivables primarily comprise commissions, incentive or other payments owing to us from airlines, receivables from our corporate and retail customers to whom we typically extend credit periods, security deposits paid primarily for our leased premises as well as interest accrued but not due on our term deposits. Our trade and other receivables increased from $12.4$21.4 million as of March 31, 20102012 to $12.9$26.1 million as of March 31, 2011,2013, primarily as a result of the growth of our business.
Our other current assets primarily consist of deposits and advances to our suppliers to secure better prices and availability of inventorybookings in future periods. Our other current assets increased significantly from $7.5$21.8 million as of March 31, 20102012 to $17.9$23.7 million as of March 31, 2011,2013, primarily due to increases in advances to airlines primarily for fiscal year 2012hotels by $7.4$1.7 million and increases in advances to hotels by $1.9 million due to the growth of our business.
We also have athe following two secured working capital facility fromfacilities in India: (i) with HDFC Bank for cash credit of up to Rs. 100 million (approximately $2.2$1.8 million) at an average rate of 14.2% per annum as of March 31, 2013, and an overdraft facility(ii) with Yes Bank for cash credit of up to Rs. 400250 million (approximately $8.7$4.4 million) andat an overdraft facility from YES Bankaverage rate of Rs. 150 million (apoproximately $3.3 million). The cash credit is13.0% per annum as of March 31, 2013. Both facilities are secured by an assignment of certain of our credit card receivables and charges over our current assets and fixed assets. As of March 31, 2011, interest is payable monthly on such
Additionally, we have the following two overdraft facilities in India: (i) with HDFC Bank for Rs. 420 million (approximately $7.4 million) at aan average rate of 12.25%, 8.49%9.8% (weighted average fixed deposit rate plus 1.00%) per annum as of March 31, 2013, and 11.75% (base(ii) with Yes Bank for Rs. 300 million (approximately $5.3 million) at an average rate of 10.4% (weighted average fixed deposit rate plus 3.75%1.00%) per annum respectively. Asas of March 31, 2011,2013. Further, through the ITC Group, we had drawn down $3.9have overdraft facilities with various banks in Thailand for approximately $1.1 million against our HDFC Bank facilities and had not drawn down against our YES Bank facility.
From time to time, we are also required by certain international and Indian airlines, hotels and packages suppliers, as well as certain aggregators from whom we obtain hotel inventory and other travel suppliers, to obtain bank guarantees to secure our obligations to them. As of March 31, 2011,2013, these bank guarantees were as follows: (i) MMT India had obtained approximately $18.4sanctioned limits of Rs. 990 million in(approximately $17.5 million) and Rs. 200 million (approximately $3.5 million) for bank guarantees mainly from YESYes Bank and HDFC, respectively, out of which approximately Rs. 949.2 million ($16.8 million) was utilized, including Rs. 933.2 million from Yes Bank ($16.5 million) in favor of International Air Transport Association, or IATA, against any payment default by us to all airlines participating in IATA’s bill settlement plan, and MakeMyTrip.com Inc.(ii) MMT USA had obtained certificates of deposit totaling approximately $0.7$0.8 million for purposes of providingto provide guarantees to various international airlines. airlines, (iii) Luxury Tours had obtained certificates of deposit totaling approximately $0.3 million to provide guarantees to various hotels and packages suppliers, and (iv) the Hotel Travel Group had obtained certificates of deposit totaling approximately $0.5 million to provide guarantees to various hotels and packages suppliers.
As of March 31, 2013, $0.9 million was outstanding under our secured working capital and overdraft facilities and no demand had been made against any of our guarantees.
Apart from the foregoing borrowings, we have no outstanding bank loans or financial guarantees or similar commitments to guarantee our payment obligations or those of third parties.
We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated regular working capital requirements and our needs for capital expenditures, for the next 12 months. We may, however, require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.
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| Fiscal Year Ended March 31 | ||||||||||||
| 2009 | 2010 | 2011 | ||||||||||
| (in millions) | ||||||||||||
| Net cash from/(used in) operating activities | $ | (3.1 | ) | $ | 5.2 | $ | (6.3 | ) | ||||
| Net cash from/(used in) investing activities | (11.8 | ) | 3.5 | (3.0 | ) | |||||||
| Net cash from/(used in) financing activities | 14.3 | (0.2 | ) | 52.4 | ||||||||
| Net increase/(decrease) in cash and cash equivalents | (0.6 | ) | 8.5 | 43.0 | ||||||||
| Cash and cash equivalents at beginning of period | (2.4 | ) | (2.4 | ) | 5.3 | |||||||
| Effect of exchange rate fluctuations on cash held | 0.6 | (0.7 | ) | (0.5 | ) | |||||||
| Cash and cash equivalents at end of period | (2.4 | )(1) | 5.3 | (2) | 47.9 | (3) | ||||||
| Fiscal Year Ended March 31 | ||||||||||||
| 2011 | 2012 | 2013 | ||||||||||
| (in millions) | ||||||||||||
Net cash from/(used in) operating activities | $ | (6.3 | ) | $ | 10.9 | $ | 13.6 | |||||
Net cash from/(used in) investing activities | (3.0 | ) | (46.2 | ) | (17.9 | ) | ||||||
Net cash from/(used in) financing activities | 52.4 | 35.2 | 1.4 | |||||||||
Net increase/(decrease) in cash and cash equivalents | 43.0 | (0.1 | ) | (5.7 | ) | |||||||
Cash and cash equivalents at beginning of period | 5.3 | 47.9 | 43.8 | |||||||||
Effect of exchange rate fluctuations on cash held | (0.5 | ) | (4.0 | ) | (2.4 | ) | ||||||
Cash and cash equivalents at end of period | 47.9 | (1) | 43.8 | (2) | 35.6 | (3) | ||||||
Notes:
| (1) | ||
| Includes $3.9 million of bank overdrafts and excludes $16.9 million of term deposits not classified as “cash and cash equivalents.” | ||
| (2) | Excludes $44.3 million of term deposits not classified as “cash and cash equivalents.” As of March 31, 2012, we did not have any amounts outstanding under our overdraft facilities. |
| (3) | Includes $0.9 million of bank overdrafts and excludes $48.1 million of term deposits not classified as “cash and cash equivalents.” |
Net Cash From/(Used In) Operating Activities.In fiscal year 2011,2013, net cash flows used in operating activities were $6.3was $13.6 million, primarily resultingas compared to net cash from operating activities of $10.9 million in fiscal 2012. This change resulted from an increase in total collections against revenue of $120.2from $186.6 million to $236.0 million, offset by increases in total cash payments to suppliers in relation to service costs incurred of $73.2from $105.0 million to $133.6 million and total cash outflows in respect of personnel and other operating expenses of $53.3from $70.7 million to $88.8 million.
In fiscal year 2013, total collections against revenue were $120.2$236.0 million, compared to recognized revenue of $124.7$228.8 million, recognized infor a difference of $7.2 million. In fiscal year 2011. This2012, total collections against revenue were $186.6 million, compared to recognized revenue of $196.6 million, for a difference of $10.0 million. The decrease of $17.2 million in the difference between recognition and collection of revenues from fiscal year 2012 to fiscal year 2013 was primarily due to an increase in advance from our customers from $2.1 million to $11.4 million, offset by a decrease in receivables from airlines of $2.3and customers from $8.7 million partially offsetto $2.1 million. Our collections were also increased by an increase in advances received from our customers of $3.6 million. There was also an increasea decrease in withholding tax deductions for commissions or payments received from airlines and other suppliers, by $3.1which decreased from $3.6 million which reduced our collections. We also recognized deferred income of $2.6 million as revenue duringin fiscal year 20112012 to $2.0 million in relation to an upfront incentive payment which was received in the previous fiscal year from our current GDS service provider.
In fiscal year 2013, total cash payments to suppliers in relation to service costs incurred in fiscal year 2011 were $73.2$133.6 million, as compared with $63.7$140.7 million in service costs accrued. This was primarily due to deposits and advances paid to suppliers for the promotion of our packages products, including advances to airlines for fiscal year 2014. In fiscal year 2012, total cash payments to suppliers in relation to service costs incurred were $105.0 million, as compared with $108.4 million in service costs accrued. This was primarily due to deposits and advances paid to suppliers for the promotion of holiday products, including advances to airlines for fiscal year 2013. We also pre-purchased air ticket inventory at favorable rates during fiscal year 2012.
In fiscal year 2013, total cash outflows in respect of personnel and other operating expenses were $53.3$88.8 million, in comparison to $55.186.7% of the $102.5 million in such expenses accrued inaccrued. In fiscal year 2011. This was primarily due to an increase in other current liabilities by $1.1 million and non-cash employee share-based compensation costs of $0.5 million.
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Net Cash From/(Used In) Investing Activities.In fiscal year 2011,2013, cash used in investing activities was $3.0$17.9 million, primarily as a result of a cash depositedpayment of approximately $6.6 million (net of cash acquired) to acquire the Hotel Travel Group; approximately $3.0 million (net of cash acquired) to acquire a majority stake in ourthe ITC Group, and approximately $0.6 million to acquire additional equity interests in My Guest House. Further, we had term deposits with banks amounting to $2.5$4.3 million (computed using average exchange rates for the period), and net investment of $1.2$2.7 million in fixed assets, as well as investment of $1.6$4.1 million in software and website development projects, partially offset by $3.4 million in interest received on our term deposits. In fiscal year 2010,2012, cash fromused in investing activities was $3.5$46.2 million, primarily as a result of withdrawal of certain of our term deposits with banks amounting to $3.7$29.9 million (computed using average exchange rates for the year)period), which were used to pay down our bank overdrafts, and interest received on our term deposits of $0.9 million, partially offset by ournet investment of $0.7$5.5 million in fixed assets, as well as investment of $0.5$3.5 million in software. In fiscal year 2009, cash used in investing activities was $11.8 million, primarily as a result of our term deposits with banks amounting to $11.5 million (computed using average exchange rates for the year), our investment of $7.8 millionsoftware and subsequent sale of our investment amounting to $7.8 million in certain short term mutual funds, our investment of $0.6 million in fixed assets as well as investment of $0.3 million in our websites,website development projects, partially offset by $0.9 million in interest received on our term depositsdeposits. We had also made investments of $0.6 million.
approximately $4.8 million to acquire a 19.98% equity interest in Le Travenues Technology Private Limited, approximately $2.4 million to acquire a majority stake in Luxury Tours and approximately $1.0 million to acquire a 28.57% equity interest in My Guest House in fiscal year 2012.
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Capital Expenditures
We have historically financed our capital expenditure requirements with cash flows from operations, as well as through the sale of our convertible and redeemable preferred shares and ordinary shares.
We made capital expenditures of $0.9$2.8 million, $1.1$9.0 million and $2.8$6.9 million in fiscal years 2009, 20102011, 2012 and 2011,2013, respectively. As of March 31, 2011,2013, we had committed capital expenditures of $2.5$1.1 million of which we expect to spend $2.0 million during fiscal year 2012 and the remainder over the next five years.2014. In addition, we expect to spend an additional approximately $5.0$6.0 million to $6.0$8.0 million on capital expenditures during fiscal year 2012. The2014. Our capital expenditures in the pasthave principally consisted of purchases of servers, workstations, computers, computer software, leasehold improvements and other items related to our technology platform and infrastructure, upgrading of our websites, as well as improvements to our leasehold premises.
Off-Balance Sheet Arrangements
As of March 31, 2011,2013, MMT India had obtained approximately $18.4Rs. 990.0 million ($17.5 million) in bank guarantees mainly from YES Bank in favor of IATA, against any payment default by us to all airlines participating in IATA’s bill settlement plan, and MakeMyTrip.com Inc.MMT USA had obtained certificates of deposit totaling approximately $0.7$0.8 million for purposes of providing guarantees to various international airlines. Additionally, Luxury Tours had obtained certificates of deposit totaling approximately $0.3 million for purposes of providing guarantees to various hotels and packages suppliers and Hotel Travel Group had obtained certificates of deposit totaling approximately $0.5 million for purposes of providing guarantees to various hotels and packages suppliers. Apart from the foregoing, we do not have any outstanding off-balance sheet derivative financial instruments, guarantees, interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving non-exchange traded contracts.
Inflation
The CIA World Factbook estimates that consumer inflation in India has not hadwas 12% in 2010, 8.9% in 2011 and 9.2% in 2012. For more information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Operations in India — As the Domestic Indian Market Constitutes a material impact on our historical resultsSignificant Source of operations includedOur Revenue, a Slowdown in this annual report.
Quantitative and Qualitative Disclosures about Market Risk
Our business activities are exposed to a variety of market risks, including credit risk, foreign currency risk and interest rate risk.
Credit Risk.Financial instruments that potentially subject us to concentrations of credit risk consist principally of term deposits, cash equivalents, and trade and other receivables. By their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties. Our cash equivalents, bank balances and term deposits are placed with banks with high investment grade credit ratings, and our term deposits may be withdrawn at any time prior to maturity except that this would result in a lower interest rate. Trade and other receivables are typically unsecured and arise mainly from commissions and incentive payments owing to us from our airline suppliers, receivables from our hotel suppliers which represent amounts owing to us from deposits we place with such hotels, and receivables from our corporate and retail customers to whom we typically extend credit periods. We review the credit worthiness of our clients to which we have granted credit terms in the normal course of the business. We believe there is no significant risk of loss in the event of non-performance of the counterparties to these financial instruments, other than the amounts already provided for in our financial statements. See note 3034 to our audited consolidated financial statements for additional information relating to our exposure to credit risk.
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We are also exposed to movements between the US dollar and the Indian Rupee in our operations, as approximately 9.1%4.4% and 7.2%3.9% of our revenue for fiscal years 20102012 and 2011,2013, respectively, was generated by MMT India from its air ticketing business and received in US dollars although our expenses are generally incurred in Indian Rupees. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. While we do incorporate margins in our pricing to cover any adverse fluctuations in foreign exchange rates, there can be no assurance that such margins will adequately protect us from adverse fluctuations in foreign exchange rates and hence our earnings remain susceptible to foreign exchange rate fluctuations. However as this risk associated with currency exchange is largely confined to our non-Indian Rupee revenue, we believe our exposure is minimal and immaterial.
Interest Rate Risk.Our exposure to interest rate risk for changes in interest rates relates primarily to our term deposits and bank overdrafts. As of March 31, 2011,2013, we had fixed rate financial instruments totaling $16.9 million, consisting of our$55.4 million of term deposits and $0.9 million of variable rate financial instruments, totaling $3.9 million, consisting of our bank overdrafts. As of March 31, 2010,2012, we had fixed rate financial instruments totaling $55.4 million (including term deposits totaling $14.5 million and $40.8consisting of $69.2 million of preferred shares which converted into ordinary shares upon the completion of our initial public offering), and variable rate financial instruments totaling $4.0 million, consisting of our bank overdrafts.term deposits. We have not used any derivative financial instruments to hedge interest rate risk. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. Our future interest income and financing cost may fluctuate in line with changes in interest rates. We do not account for any fixed rate financial instruments at fair value through profit or loss. Accordingly, a change in interest rates asAs of March 31, 2011 would not have affected our profit or loss. Based2013, we had $0.9 million outstanding on our consolidated balance sheet asaccount of March 31, 2011, avariable rate financial instruments. A sensitivity analysis shows that an increase of 100 basis points in interest rates as of March 31, 20112013 would have decreased profit or increased loss or decrease profit by $0.04$0.01 million and would not have had any impact on our equity. Similarly, a decrease of 100 basis points in interest rates as of March 31, 20112013 would have decreased loss or increased profit or decreased loss by $0.04$0.01 million and would not have had any impact on our equity.
New Accounting Standards and Interpretations Not Yet Adopted by Our Group
IFRS 9 ‘Financial Instruments’, is part of the IASB’s wider project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets, amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. The effective date for IFRS 9 is annual periods beginning on or after January 1, 20132015 with early adoption permitted. The GroupIFRS 9 is required to be applied retrospectively. We are in the process of evaluating the impact of the new standard.
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IFRS 11, ‘Joint Arrangements’, determines the nature of an arrangement by focusing on the rights and obligations of the arrangement, rather than its legal form. IFRS 11 replaces IAS 31, ‘Interests in Joint Ventures’, and SIC-13, ‘Jointly-controlled Entities-Non-monetary Contributions by Venturers’. IFRS 11 addresses only forms of joint arrangements (joint operations and joint ventures) where there is joint control, whereas IAS 31 had identified three forms of joint ventures, namely jointly controlled operations, jointly controlled assets and jointly controlled entities. The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities, which is the equity method. IFRS 11 is required to be applied retrospectively for annual periods beginning on or after January 1, 2013. We have evaluated the requirements of IFRS 11 and these requirements are not expected to have a material impact on our consolidated financial statements.
IFRS 12, ‘Disclosure of Interest in Other Entities’, is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The standard includes disclosure requirements for entities covered under IFRS 10 and IFRS 11. IFRS 12 is required to be applied retrospectively for annual periods beginning on or after January 1, 2013. We have evaluated the requirements of IFRS 12 and these requirements are not expected to have a material impact on our consolidated financial statements.
IAS 1 (Amended) Presentation of Financial Statements: In May 2010,theJune 2011, IASB published “Improvements to IFRSs 2010” — a collection of eleven amendments to six InternationalIAS 1 ‘Presentation of Financial Reporting Standards — as part of its program of annual improvements to its standards, which is intended to make necessary, but non-urgent,Statements’. The amendments to standardsIAS 1 ‘Presentation of Financial Statements’ require companies preparing financial statements in accordance with IFRS to group items within other comprehensive income that willmay be reclassified to the profit or loss separately from those items which would not be included as partrecyclable in the profit or loss section of another major project. the income statement. It also requires the tax associated with items presented before tax to be shown separately for each of the two groups of other comprehensive income items (without changing the option to present items of other comprehensive income either before tax or net of tax).
The amendments resulting from this standard mainly have effective dates foralso reaffirm existing requirements that items in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive statements. This amendment is applicable retrospectively to annual periods beginning on or after July 1, 2010, although entities are permitted2012, with early adoption permitted. We were required to adopt them earlier. The Group is evaluatingIAS 1 (Amended) by the impactaccounting year commencing April 1, 2013. We have evaluated the requirements of these amendmentsIAS 1 (Amended) and we do not believe that the adoption of IAS 1 (Amended) will have a material effect on the Group’sour consolidated financial statements.
IAS 24, “Related Party Disclosure (revised 2009)”, requires disclosure of related party relationships, transactions and outstanding balances, including commitments, in the consolidated and separate financial statements of a parent, venturer or investor presented in accordance with19 (Amended) Employee Benefits: In June 2011, IASB issued IAS 27 Consolidated and Separate Financial Statements. This Standard also applies19 (Amended) Employee Benefits. The standard is required to individual financial statements. These amendments are effectivebe applied retrospectively for accountingannual periods beginning on or after January 1, 2011.2013, with early application permitted.
IAS 19 (Amended) has eliminated an option to defer the recognition of gains and losses through re-measurements and requires such gain or loss to be recognized through other comprehensive income in the year of occurrence to reduce volatility. The Groupamended standard requires immediate recognition of effects of any plan amendments. Further, it also requires expected return on plan assets recognized in profit or loss to be restricted to government bond yields or corporate bond yields, considered for valuation of projected benefit obligation, irrespective of actual portfolio allocations. The actual return from the portfolio in excess of or less than such yields is evaluatingrecognized through other comprehensive income.
These amendments enhance the disclosure requirements for defined benefit plans by requiring information about the characteristics of defined benefit plans and risks that entities are exposed to through participation in those plans.
The amendments need to be adopted retrospectively. We were required to adopt IAS 19 (Amended) by the accounting year commencing April 1, 2013. We have evaluated the requirements of IAS 19 (Amended) and these requirements are not expected to have a material impact of these amendments on the Group’sour consolidated financial statements.
Contractual Obligations
The following table sets forth our contractual obligations as of March 31, 2011.2013. Other than the lease obligations specified below, we do not have any long-term commitments:
| Payment Due by Period | ||||||||||||||||||||
| Less than | More than | |||||||||||||||||||
| Contractual Obligations | Total | 1 year | 1-3 years | 3-5 years | 5 years | |||||||||||||||
| (in thousands) | ||||||||||||||||||||
Operating lease obligations(1) | $ | 8,564.0 | $ | 1,561.8 | $ | 3,169.4 | $ | 2,638.2 | $ | 1,194.6 | ||||||||||
Finance lease obligations(2) | 30.3 | 11.3 | 19.0 | — | — | |||||||||||||||
Purchase obligations(3) | 2,464.7 | 1,967.9 | 331.2 | 165.6 | — | |||||||||||||||
Bank overdraft(4) | 3,856.0 | 3,856.0 | — | — | — | |||||||||||||||
Employee Benefits(5) | 667.1 | — | — | — | — | |||||||||||||||
| Payment Due by Period | ||||||||||||||||||||
Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
| (in thousands) | ||||||||||||||||||||
Operating lease obligations(1) | $ | 12,373.5 | $ | 2,371.5 | $ | 3,877.9 | $ | 2,790.3 | $ | 3,333.8 | ||||||||||
Finance lease obligations(2) | 82.9 | 27.1 | 46.4 | 9.4 | — | |||||||||||||||
Purchase obligations(3) | 1,069.3 | 1,069.3 | — | — | — | |||||||||||||||
Bank overdraft(4) | 866.5 | 866.5 | — | — | — | |||||||||||||||
Employee Benefits(5) | 1,010.3 | — | — | — | — | |||||||||||||||
Notes:
| (1) | Operating lease obligations relate to our leasing arrangements for our various office premises. | |
| (2) | Finance lease obligations relate to our leasing arrangements for motor vehicles used in our business. | |
| (3) | We enter into purchase orders from time to time for various equipment or other requirements for our business. | |
| (4) | Secured against term deposits. | |
| (5) | Employee benefits in the statement of financial position include |
A. Directors and Senior Management
Our board of directors consists of nine11 directors.
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Name | Age | Position/Title | ||||
| Directors: | ||||||
| Deep Kalra | Director, Group Chairman and Group Chief Executive Officer | |||||
| Keyur Joshi(2) | 40 | Director and Group Chief Commercial Officer | ||||
| Rajesh Magow(2) | 44 | Director, Group Chief Financial and Operating Officer | ||||
| Ravi Adusumalli | ||||||
| 37 | Director | |||||
| Aditya Tim Guleri | 48 | Director | ||||
| Philip C. Wolf | Director | |||||
| Vivek N. Gour | 50 | Independent Director | ||||
| Frederic Lalonde | Independent Director | |||||
| Ranodeb Roy | 45 | Independent Director | ||||
| Gyaneshwarnath Gowrea | 47 | Director | ||||
| Mohammad Akhtar Janally | 30 | Director | ||||
Executive Officers(1): | ||||||
| Mohit Gupta | 40 | Group Chief | ||||
Amit Somani | 41 | Group Chief Products Officer |
Sanket Atal | ||
| Group Chief Technology Officer | ||
Notes:
| (1) | Other than directors who are also executive officers. | |
| (2) | Appointed on November 6, 2012. |
| (3) | Mr. Philip C. Wolf satisfies the independence requirements of Rule 5605 of the Nasdaq Stock Market, Marketplace |
Directors
Unless otherwise indicated, the business address for our directors is Tower A, SP Infocity, 243, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India.
Deep Kalrais our founder, Group Chairmanco-founder, group chairman and Group Chief Executive Officer,group chief executive officer, and was appointed to our board of directors on October 9, 2001. Mr. Kalra’s responsibilities as Group Chief Executive Officergroup chief executive officer include executing our business strategy and managing the overall performance and growth of our company. Mr. Kalra has over 1820 years of experience in e-commerce, sales, corporate finance and financial analysis. Prior to founding our company in April 2000, Mr. Kalra worked with GE Capital, a subsidiary of the General Electric Company, for just over a year, where he was vice president of business development. Mr. Kalra had previously also worked with AMF Bowling Inc. and ABN AMRO Bank. Both General Electric Company is a NYSE-listed company, and AMF Bowling are listed companies in the United States.Inc. was a NYSE-listed company when Mr. Kalra also serves as an independent director of IndiaMART InterMESH Limited and One 97 Communications Limited.worked there. Mr. Kalra is also a member of the executive council of the National Association of Software and Services Companies (NASSCOM) in India and chairs NASSCOM’sits Internet working group, as well asgroup. He is also a charterboard member of The Indus Entrepreneurs (TiE) and servesa founding member of IAMGURGAON, a non-governmental organization focused on improving the boardquality of TiE, Delhi.life in Gurgaon. Mr. Kalra has a bachelor’s degree in economics from St. Stephen’s College, Delhi University, India, and a master’s degree in business administration from the Indian Institute of Management, Ahmedabad, India.
Keyur Joshiis our co-founder and group chief commercial officer, and was appointed to our board of directors on November 6, 2012. Prior to co-founding our company in 2000, Mr. Joshi worked with Around the World Travel (now known as Justfares.com) in Seattle, United States, and he has over 12 years of experience in the online travel industry. Mr. Joshi also served as senior officer with Tata Motors from March 1997 to March 1998. Mr. Joshi has a bachelor’s degree in chemistry from Gujarat University, India, and a master’s degree in business administration from the City University of New York, United States.
Rajesh Magowis our co-founder and group chief financial and operating officer, and was appointed to our board of directors on November 6, 2012. Mr. Magow has over 20 years of experience in the information technology and Internet industries. After being part of our senior management team in 2001 for a few months, Mr. Magow worked as part of senior management with Tecnovate eSolutions Private Limited, a wholly-owned subsidiary of eBookers.com (a United Kingdom-based online travel company that was listed on NASDAQ until it was acquired by the Cendant group in February 2005) from 2001 to June 2006. Mr. Magow was part of the senior management team that set up eBookers’ call center and back office operations in India and was a board member of Tecnovate from January 2001 to June 2006. Prior to Tecnovate, he also worked with Aptech Limited and Voltas Limited. Mr. Magow rejoined our company in 2006. Mr. Magow also serves as a director of Flipkart Private Limited, Singapore. Mr. Magow is a chartered accountant from the Institute of Chartered Accountants of India, New Delhi.
Ravi Adusumalliwas appointed to our board of directors on July 20, 2005 as a nominee of SAIF. He is a partner of SAIF Partners II L.P., or SAIF Partners, and has been engaged by SAIF Partners since 2002. Prior to that, Mr. Adusumalli worked with Credit Suisse First Boston as an associate and also with Wasatch Funds. Mr. Adusumalli has a bachelor of arts degree from Cornell University, United States. The business address for Mr. Adusumalli is PO Box 12430, Zephyr Cove, NV 89448, United States.
Aditya Tim Guleriwas appointed to our board of directors on April 3, 2007 as a nominee of Sierra Ventures VIII-A, L.P., Sierra Ventures VIII-B, L.P. and Sierra Ventures Associates VIII, LLC.LLC, or the Sierra Ventures entities. Mr. Guleri is a managing member of with Sierra Ventures Associates VIII, LLC, the general partner of Sierra Ventures VIII-A, L.P. and Sierra Ventures VIII-B, L.P., and in that capacity, he serves on the boards of directors of various companies that Sierra Ventures invests in, providing operational and financial guidance. Prior to joining Sierra Ventures Associates VIII, LLC in February 2001, Mr. Guleri was vice chairman and executive vice president with Epiphany, Inc. from March 2000 until February 2001, and prior to that, he was chairman, chief executive officer and co-founder of Octane Software Inc. since September 1997. He started his career in September 1989 with the information technology team at LSI Logic Corporation until September 1991 and worked with Scopus Technology Inc. from 1992 until 1996. Mr. Guleri has a bachelor of science degree in electrical engineering from Punjab Engineering College, Chandigarh, India and a master of science degree in engineering and operating research from Virginia Polytechnic Institute and State University, United States. The business address for Mr. Guleri is 2884 Sand Hill Road, Suite 100, Menlo Park, CA 94025, United States.
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Vivek N. Gourwas appointed to our board of directors on May 1, 2010. Mr. Gour is also the managing director and chief executive officer of Air Works India Engineering Private Limited, a privately held company in which he has a significant equity stake. Prior to joining our company, Mr. Gour was the chief financial officer of Genpact Limited from January 2005 to February 2010; Genpact is listed on the New York Stock Exchange. From October 2003 to December 2004, Mr. Gour served as chief financial officer for GE Global Business Processes. From October 2002 to September 2003, he served as chief financial officer of GE Capital India, and from August 2001 to September 2002 as senior vice-president (strategic projects) of GE Capital India. Mr. Gour has a bachelor of commerce degree from Mumbai University, India, and a master of business administration (finance) from Delhi University, India.
Frederic Lalondewas appointed to our board of directors on December 18, 2006. Mr. Lalonde is the founder, director and chief executive officer of Hopper Inc. (formerly known as Openplaces Inc.), a privately held company which runs www.hopper.travel, a travel search engine. Prior to founding his own company, Mr. Lalonde worked at Expedia Inc. from 2004 to 2006 where he served as vice president of hotel supplier strategy and vice president of hotels and packages product planning. Mr. Lalonde has also been a director of Sparrow Media LLC since August 2009. The business address for Mr. Lalonde is 5795, Ave de Gaspe, Suite 100, Montreal, QC, Canada, H2S 2X3.
Ranodeb Roywas appointed to our board of directors on January 19, 2012. Mr. Roy is a director and the chief executive officer of RV Capital Management Private Limited. Prior to joining our board of directors, Mr. Roy was a managing director and head of fixed income Asia Pacific at Morgan Stanley from March 2008 to December 2011 and was responsible for the fixed income division in Asia. Mr. Roy has also worked at Merrill Lynch, Hong Kong as managing director, co-head of fixed income currency and commodities, or FICC, group in 2007 where he was, responsible for FICC business in Asia. He has also held various senior positions at Merrill Lynch in major financial centers, including New York, Tokyo and Hong Kong. Mr. Roy started his career at Bank of America in Mumbai in 1992. Mr. Roy has a master’s degree in business administration, with majors in finance and marketing, from the Indian Institute of Management, Ahmedabad, India and a bachelor’s degree in computer science and engineering from the Indian Institute of Technology at Kanpur, India. The business address for Mr. Roy is 50 Raffles Place, 37F Singapore Land Tower, Singapore 048623.
Gyaneshwarnath Gowreawas appointed to our board of directors on February 11, 2009 and is one of our resident directors in Mauritius. Mr. Gowrea has been a managing director with Multiconsult Limited since 2009. From 2007 to 2008, he was director of Global Services Ltd. and from 1999 to 2006 he was a manager with Multiconsult. Mr. Gowrea completed his secondary education at John Kennedy College in Mauritius and holds various professional qualifications, including being a fellow of the Chartered Association & Certified Accountants, United Kingdom and a fellow of the Mauritius Institute of Directors. The business address for Mr. Gowrea is Rogers House, 5 President John Kennedy Street, Port Louis, Mauritius.
Mohammad Akhtar Janallywas appointed to our board of directors on February 11, 2009 and is one of our resident directors in Mauritius. Mr. Janally is a manager at Multiconsult, having joined Multiconsult Limited in July 2003. Mr. Janally is a member of the Association of Chartered Certified Accountants, United Kingdom. The business address for Mr. Janally is Rogers House, 5 President John Kennedy Street, Port Louis, Mauritius.
Executive Officers
The business address for our executive officers is our co-founder and group chief operating officer. Prior to co-founding our company in 2000, Mr. Joshi worked with Around the World Travel (now renamed Justfares.com) in Seattle, United States, and he has over 10 years of experience in the online travel industry. Mr. Joshi also served as senior officer with Tata Motors from March 1997 to March 1998. Mr. Joshi has a bachelor’s degree in chemistry from Gujarat University, India, and a master’s degree in business administration from the City University of New York, United States.
Tower A, SP Infocity, 243, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India.
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Amit Somaniis our group chief products officer. Prior to joining us in January 2010, Mr. Somani served as group product manager for Google Inc. (India) from July 2007 to December 2009, and prior to that as director of engineering and product management at IBM in San Jose, California, United States, from July 1995 to May 2007. Mr. Somani has over 1517 years of experience in online businesses. Mr. Somani holds a bachelor of technology degree in computer science and engineering from the Institute of Technology, Banaras Hindu University, Varanasi, India and a master’s degree in computer science from the University of Wisconsin, United States. Mr. Somani holds seven patents and is the recipient of three IBM outstanding technical achievement awards.
Sanket Atal is our group chief technology officer. Mr. Atal has over 21 years of experience in software development and has managed large organizations. From June 2010 to June 2012, Mr. Atal was Senior Vice President and General Manager for the India Technology Center of CA Technologies in Hyderabad, which is CA Technologies’ largest center worldwide. Prior to joining CA Technologies, he worked at Oracle from January 1997 till June 2010. Mr. Atal was one of the founders of Oracle’s research and development center in Portland, Oregon and worked there until his relocation to India in August of 2006. In India, he headed product development for Oracle’s Server Technologies division with teams in Bangalore, Hyderabad and Noida. He began his career with Sequent Computer Systems, and later Informix, where he worked on a joint project to develop a parallel processing Relational Database Management System. Mr. Atal holds a bachelor’s degree in computer science and mathematics from Cornell University, a master’s of science degree in computer science from the University of Wisconsin-Madison and a master’s degree in business administration from the University of Oregon.
B. Compensation
For fiscal year 2011,2013, the aggregate cash compensation (including director’s fees)fees, but excluding grants of stock options and RSUs that we paidare described below) to our directors and executive officers included in the list under the heading “— Directors and Executive Officers of our Group” was $1.31$1.1 million, which included $0.35$0.5 million in base salary, $0.18$0.2 million in housing and rent allowance, $0.22$0.3 million in special allowances and $0.56$0.2 million in bonuses and others (includingother payments. The foregoing compensation figures include $0.1 million which may be awarded in the variable componentform of such bonuses).RSUs at the option of the relevant director. Our employment agreements (as amended from time to time) with each of our group chief executive officer, group chief financial and operating officer and group chief financialcommercial officer provide for bonus entitlements calculated as a percentage of gross annual salary and linked to gross sales targets of our company. Our employment agreements with our other executive officers provide for a variable performance component which is payable upon each of the individual officer and our company attaining certain performance targets. TheseExcept as otherwise disclosed, these aggregate cash compensation amounts for fiscal year 20112013 do not include stock compensation and employee benefits to our directors and executive officers. Stock compensation to our directors and executive officers are disclosed separately in the tabletables under “— Outstanding Options”, and “Outstanding RSUs,” and employee benefits to our directors and executive officers are disclosed separately under “— Employee Benefit Plans.”
Share Incentive Plans
Equity Option Plan
Our board of directors adopted the MakeMyTrip.com 2001 Equity Option Plan, or our equity option plan,Equity Option Plan, on January 12, 2001, retrospectively effective from June 1, 2000, pursuant to the enabling authority granted under a shareholders’ resolution dated January 12, 2001, in order to attract and retain appropriate talent in the employment of our company, to motivate our employees with incentives, to create shareholder value by aligning the interests of employees with the long term interests of our company and to create a sense of ownership and provide wealth creation opportunities for our employees. MMT India had also adopted an equity option plan in 2006. Employees who were previously granted options under the MMT India equity option planEquity Option Plan have instead been granted options under our equity option plan.Equity Option Plan. The MMT India equity option planEquity Option Plan and all options granted to employees under such plan were terminated with effect from July 14, 2010.
Although we do not intend to make additional grants under our Equity Option Plan, the options already granted under Equity Option Plan continue to remain valid and exercisable. The following paragraphs describe the principal terms of our equity option plan.
Equity Option Plan.
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Our equity option planEquity Option Plan is administered by the compensation committee of our board of directors. Among other things, our compensation committee determines the terms and conditions of each option grant, including, but not limited to, the number of options, exercise price, vesting period, exercise period and any lock-in period, forfeiture provisions, adjustments to be made to the number of options and exercise price in the event of a change in capital structure or other corporate action, and satisfaction of any performance conditions.
Vesting Schedule
Unless otherwise specified in the grant, all initial grants made to any individual vest in the following manner:
10% on the expiry of 12 months from the date of grant.
20% on the expiry of 24 months from the date of grant.
30% on the expiry of 36 months from the date of grant.
40% on the expiry of 48 months from the date of grant.
Unless otherwise specified in the grant, all subsequent grants made on the basis of the performance of the individual vest in four equal installments at the anniversary of the respective grant date. Our compensation committee has absolute discretion to vary such vesting dates as it deems fit. Other than as set forth under “— Outstanding Options,” all options we have granted to date have vested in full on their respective grant dates.
Option Exercise and Expiration
Unless otherwise specified in the grant, vested options must be exercised prior to the earliest of the following dates:
48 months from the vesting date.
72 months from the date of grant.
six months following the recipient’s date of voluntary resignation or termination of employment, other than due to death, disablement or retirement.
one year following the death of a recipient or termination due to disablement or retirement.
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Our equity option planEquity Option Plan permits holders of options to exercise their options using a cashless exercise method. In a cashless exercise, the holder of options exercises the options by simultaneously selling the shares underlying the options upon exercise. Our board or compensation committee may also require the holder of options (especially in the case where such method of cashless exercise may contravene certain regulatory requirements) to surrender the options to our company at the selling price of the shares underlying the options in lieu of such exercise and simultaneous sale of shares. In each of the foregoing, the holder of options is only entitled to receive the difference between the selling price and the exercise price for the options, after deductions for all applicable taxes and expenses.
Pursuant to the terms of our equity option plan,Equity Option Plan, any holder of options who may be restricted or prevented by applicable laws and regulations from paying in full or in part the exercise price of his or her options or from exercising such restricted options and acquiring our ordinary shares, will be required to exercise such restricted options using the cashless exercise method, as described above. Our equity option plan further provides that the exercise period for all such restricted options shall be extended to a period up to 12 months following the completion of an initial public offering. Any such restricted options not exercised within this period will irrevocably lapse. If, however, our company does not effect an initial public offering within 72 months of the grant date of such restricted options, all such restricted options not exercised shall lapse irrevocably, unless otherwise permitted by law or by our compensation committee.
Effect of Change of Control or Restructuring of Capital
Upon any restructuring of capital or the occurrence of a change of control of our company, the recipient of any option that is outstanding at the time of such restructuring or change of control will be entitled to such number and type of securities that is being offered in lieu of the shares underlying such option by virtue of such restructuring of capital or change of control, if any.
Amendment or Termination
Our board of directors may at any time amend, alter or terminate our equity option planEquity Option Plan or any grant under our equity option plan.Equity Option Plan. However, amendments to any grant under our equity option planEquity Option Plan are subject to consent from the recipient of such grant, if such amendment would impair or prejudice the rights of such recipient. Additionally, the approval of shareholders holding not less than 75% of our issued share capital will be required to increase the number of shares available for issuance under options granted pursuant to our equity option plan,Equity Option Plan, change the exercise price of any option or to extend the maximum period during which grants under our equity option planEquity Option Plan may be made. The term of our equity option planEquity Option Plan was for an initial seven years but has beenwas extended to June 1, 2012 pursuant to a board resolution passed on June 12, 2009 which had retrospective effect from June 1, 20072007. Our Equity Option Plan was subsequently amended and a shareholders’ resolutionrestated, and extended to June 1, 2014, pursuant to board and shareholder resolutions passed on May 25, 2010. Our equity option plan has been subsequently amended and restated
Number of Shares granted under 2001 Equity Option Plan
As of March 31, 2013, pursuant to our Equity Option Plan, we had outstanding options exercisable into a board resolution passed on May 25, 2010, and a shareholders’ resolution passed on May 25, 2010.
Share Incentive Plan
We adopted the MakeMyTrip 2010 Share Incentive Plan on May 25, 2010, or our share incentive plan,Share Incentive Plan, upon which our share incentive planShare Incentive Plan became immediately effective. WhileAlthough our equity option planEquity Option Plan will continue to be valid under its terms and will govern the terms of all options granted thereunder, we intend to grant all new equity share awards under our share incentive plan.
The purpose of our share incentive planShare Incentive Plan is to promote the success and enhance the value of our company by linking the personal interests of the members of our board, employees and consultants of our company, subject to restrictions under applicable law, to those of our shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to our shareholders. Our share incentive planShare Incentive Plan is further intended to provide us with flexibility in our ability to motivate, attract and retain the services of such individuals upon whose judgment, interest and special effort the successful conduct of our operations are largely dependent.
The following paragraphs describe the principal terms of our share incentive plan.
Share Incentive Plan.
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Our share incentive planShare Incentive Plan is administered by our board of directors which, to the extent permitted by applicable laws, may delegate its authority to one or more members of our board or one or more officers of the company, subject to certain restrictions set forth in our share incentive plan.
Shares Available for Awards
Subject to certain adjustments set forth in our share incentive plan,Share Incentive Plan, the aggregate number of shares that may be issued or awarded under our share incentive planShare Incentive Plan is equal to (i) ten percent (10%) of the shares outstanding on the effective date (i.e., May 25, 2010) plus (ii) an increase on the date we consummated our initial public offering, by such amount such that the number of shares which may be issued or transferred pursuant to awards under our share incentive planShare Incentive Plan will be equal to ten percent (10%) of the shares outstanding on such date, which were 3,413,400 plus (iii) an annual increase on the first day of each year beginning January 1, 2011 and ending January 1, 2019 by such amount that the number of shares which may be issued or transferred pursuant to awards under our share incentive planShare Incentive Plan will equal ten percent (10%) of the shares outstanding on the last day of the immediately preceding fiscal year or (iv) such smaller number of shares as determined by our board of directors. To the extent that an award terminates, expires or lapses for any reason, or is settled in cash and not shares, then any shares subject to the award will again be available for the grant. Any shares delivered by the holder or withheld by our company upon the exercise of any award, in payment of the exercise price or tax withholding, may again be optioned, granted or awarded, subject to certain limitations set forth in our share incentive plan.
Eligibility
Our employees, consultants and non-employee directors are eligible to be granted awards, except that awards will not be granted to consultants or non-employee directors who are residents of any country in the European Union and any other country, which, pursuant to applicable laws, does not allow grants to any non-employees or consultants.
Options
Our board of directors is authorized to grant options on shares. The per share option exercise price of all options granted pursuant to our share incentive planShare Incentive Plan will be determined by our board of directors, which may be a fixed or variable price related to the fair market value of the shares; provided that no option may be granted to an individual subject to taxation in the United States at less than the fair market value on the date of the grant, without compliance with Section 409A of the United States Internal Revenue Code of 1986, as amended (or the Code), or the holder’s consent. Our board of directors will determine the methods of payment of the exercise price of an option, which may include without limitation cash or check, shares, proceeds or other forms of legal consideration acceptable to our board of directors. The term of options granted under our share incentive planShare Incentive Plan may not exceed 10 years from the date of grant. Except as limited by the requirements of Section 409A of the Code, our board of directors may extend the term of any outstanding option and may extend the time period during which vested options may be exercised, or may amend any other term or condition of such option, in connection with any termination of service of the holder.
Restricted Shares
Our board of directors is authorized to grant shares subject to various restrictions, including without limitation restrictions on transferability.
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Our board of directors is authorized to grant share appreciation rights to eligible individuals, entitling the holder to receive an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the share appreciation right from the share value on the date of exercise of the share appreciation right by the number of ordinary shares with respect to which the share appreciation right is exercised, subject to any limitations our board of directors may impose. The term of share appreciation rights will be set by our board of directors. Amounts payable upon exercise of a share appreciation right will be in cash, shares or a combination of both, as determined by our board of directors.
Dividend Equivalents
Our board of directors may grant dividend equivalents based on dividends declared on the ordinary shares of our company. Such dividend equivalents will be converted to cash by such formula and at such time and subject to such limitations as may be determined by our board of directors.
Share Payments
Our board of directors is authorized to make share payments, which may, but are not required to be made, in lieu of base salary, bonus, fees or other cash compensation. The number or value of shares of any share payment will be determined by our board of directors and may be based upon any criteria, including service to our company, as determined by our board of directors.
Deferred Shares
Our board of directors is authorized to grant deferred shares based on any specific criteria, including service to our company, as our board of directors determines. Shares underlying a deferred share award will not be issued until the deferred share award has vested, pursuant to a vesting schedule or other conditions or criteria set by our board of directors. Unless otherwise provided by our board of directors, a holder of deferred shares will have no rights as a shareholder with respect to such deferred shares until the deferred share awards have vested and the shares underlying the deferred share awards have been issued.
Restricted Share Units
Our board of directors is authorized to grant, in its sole discretion, restricted share units, or RSUs, to our directors, executive officers and employees. The RSUs have been awarded so far in lieu of cash compensation, as an incentive for future performance and as a reward for past performance. Each grant of RSUs is subject to various vesting conditions. Onconditions as determined by our board of directors. Such vesting conditions may include, for example, the distributionvesting schedule, expiration dates and employment restrictions.
Upon exercise of a holder’s RSUs, subject to applicable laws, our company will issue to the holder one unrestricted, fully transferable share (or the fair market value of one such share in cash) for each vested and nonforfeitable restricted share unit. Restricted share unitsRSU. RSUs may be paid in cash, shares or both, as determined by our board of directors.
The RSUs may be exercised using a cashless exercise method. In a cashless exercise, the holder of the RSUs exercises the RSUs by simultaneously selling the shares underlying the RSUs upon exercise. Our board or compensation committee may also require the holder of the RSUs (especially in the case where such method of cashless exercise may contravene certain regulatory requirements) to surrender the RSUs to our company at the selling price of the shares underlying the RSUs in lieu of such exercise and simultaneous sale of shares. In each of the foregoing, the holder of the RSUs is only entitled to receive the difference between the selling price and the exercise price for the RSUs, after deduction of all applicable taxes and expenses.
The term of a dividend equivalent award, share payment award, deferred share award and/or restricted share unitRSU award will be setdetermined by our board of directors in its sole discretion.
During fiscal year 2013, we granted 850,160 RSUs, of which 612,466 RSUs were granted to our directors and executive officers. See “— Outstanding RSUs” for more information.
Adjustments
In the event of certain changes in our capitalization, our board of directors, in its sole discretion, will make such proportionate and equitable adjustments to reflect such changes with respect to (i) the aggregate number and type of shares that may be issued under our share incentive plan,Share Incentive Plan, (ii) the terms and conditions of any outstanding awards and (iii) the grant or exercise price per share for any outstanding award under our share incentive plan.
Corporate Transactions
If a corporate transaction occurs and outstanding awards under our share incentive planShare Incentive Plan are not converted, assumed or replaced by the successor, such awards will generally become fully exercisable and all forfeiture restrictions on such awards will lapse. Upon, or in anticipation of, a corporate transaction, our board of directors may, in its sole discretion, (i) cause any awards outstanding to terminate at a specific time in the future and give each holder the right to exercise such awards during such period of time as our board of directors will determine, (ii) either purchase any award for an amount of cash equal to the amount that could have been attained upon the exercise of such award or realization of the holder’s rights had such award been currently exercisable or payable or fully vested or (iii) replace such award with other rights or property selected by our board of directors in its sole discretion.
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Awards granted under our share incentive planShare Incentive Plan are generally not transferable during the lifetime of the award holder.
Amendment, Suspension or Termination
Unless terminated earlier, our share incentive planShare Incentive Plan will expire on, and no award may be granted pursuant to it after, the tenth anniversary of its effective date. Any awards that are outstanding on the tenth anniversary of the effective date of our share incentive planShare Incentive Plan will remain in force according to the terms of our share incentive planShare Incentive Plan and the applicable award agreement. Except as otherwise provided in our share incentive plan,Share Incentive Plan, our board of directors may terminate, amend or modify our share incentive planShare Incentive Plan at any time and from time to time. However, shareholder approval will be required for any amendment (i) to the extent necessary and desirable to comply with applicable laws and (ii) that results in an increase in benefits that would not apply equally to all shareholders of shares or a change in eligible individuals. Except as provided in our share incentive planShare Incentive Plan or any award agreement, any amendment, suspension or termination may not impair any rights or obligations under any award without the award holder’s consent.
Outstanding Options
During fiscal year 2010, options to acquire 1,201,240 ordinary shares were granted to several of our directorsyears 2011, 2012 and executive officers (not including options granted to Mukesh Singh who resigned as our Senior Vice-President, Technology Department, in July 2011). During fiscal year 2011,2013, no options were granted to any of our directors and executive officers.officers under our Equity Option Plan. As of March 31, 2013, 549,577 outstanding options were held by our directors and executive officers as set forth in the following table,table. As of May 31, 2013, 518,077 outstanding options as of March 31, 2011 were:
| Shares Underlying | Date of | |||||||||||
| Name | Outstanding Options | Exercise Price | Date of Grant | Expiration | ||||||||
| ($ per share) | ||||||||||||
| Deep Kalra | — | — | — | — | ||||||||
| Keyur Joshi | 94,000 | 1.98 | June 25, 2009 | June 25, 2013(1) | ||||||||
| 10,012 | 0.53 | June 25, 2009 | June 25, 2013(1) | |||||||||
| Rajesh Magow | 182,140 | 0.74 | June 25, 2009 | June 25, 2013(1) | ||||||||
| 114,000 | 1.98 | June 25, 2009 | June 25, 2013(1) | |||||||||
| 103,060 | 0.53 | June 25, 2009 | June 25, 2013(1) | |||||||||
Other directors and executive officers(4) | 92,000 | (2) | 0.53 | June 25, 2009 | June 25, 2013(1) | |||||||
| 50,000 | (2) | 5.06 | June 25, 2009 | June 25, 2013(1) | ||||||||
| 142,500 | 0.53 | January 4, 2010 | See note(3) | |||||||||
Name | Shares Underlying Outstanding Options | Exercise Price ($ per share) | Date of Grant | Date of Expiration | ||||||||||||
Keyur Joshi | 58,400 | 1.98 | June 25, 2009 | June 25, 2017 | (1) | |||||||||||
Rajesh Magow | 182,140 | 0.74 | June 25, 2009 | June 25, 2017 | (1) | |||||||||||
| 114,000 | 1.98 | June 25, 2009 | June 25, 2017 | (1) | ||||||||||||
| 32,981 | 0.53 | June 25, 2009 | June 25, 2017 | (1) | ||||||||||||
Other directors and executive officers | 36,000 | 0.53 | June 25, 2009 | June 25, 2017 | (1) | |||||||||||
| 28,918 | 5.06 | June 25, 2009 | June 25, 2017 | (1) | ||||||||||||
| 97,138 | 0.53 | January 4, 2010 | Various Dates | (2) | ||||||||||||
Notes:
| (1) | All these options vested upon the date of grant and | |
| (2) |
| These options vest in four equal installments upon each anniversary of the grant, commencing with the first anniversary of the grant. Such options must be exercised prior to the earlier of 48 months from their vesting date or 72 months from their date of grant, subject to the terms of our | ||
Outstanding RSUs
During fiscal year 2013, 612,466 RSUs were issued under our Share Incentive Plan to Mukesh Singh, who resigned as our Senior Vice-President, Technology Department, in July 2011.
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Name | Total RSUs Granted in Fiscal Year 2013(1) | Exercise Price | ||||||
| ($ per share) | ||||||||
Deep Kalra | 305,253 | (2) | 0.0005 | |||||
Keyur Joshi | 114,470 | (2) | 0.0005 | |||||
Rajesh Magow | 152,626 | (2) | 0.0005 | |||||
Other executive officers | 36,108 | (3) | 0.0005 | |||||
Notes:
| (1) | Does not include 4,009 fully vested RSUs granted to our directors in lieu of their cash compensation owed to them for fiscal year 2012. |
| (2) | These RSUs were granted effective September 1, 2012, and vest on the following schedule: (i) 33.3% on September 1, 2013; (ii) 33.3% on September 1, 2014; and (iii) 33.3% on September 1, 2015. These RSUs expire 48 months following the date of vesting. |
| (3) | These RSUs were granted to our other executive officers effective July 1, 2012 and vest on the following schedule: (i) 10% on July 1, 2013; (ii) 20% on July 1, 2014; (iii) 30% on July 1, 2015; and (iv) 40% on July 1, 2016. These RSUs expire 48 months following the date of vesting. |
Employee Benefit Plans
We maintain employee benefit plans in the form of certain statutory and incentive plans covering substantially all of our employees. For fiscal years 2010 and 2011,year 2013, the aggregate amount set aside or accrued by us to provide for pension or retirement benefits for all our employees (including our directors and executive officers) was $460,417 and $808,627 respectively.
Provident Fund
In accordance with Indian law, all of our employees in India are entitled to receive benefits under the Employees’ Provident Fund Scheme, 1952, as amended, a retirement benefit scheme under which an equal amount of 12% of basic salary of an employee is contributed both by employer and employee in a fund with government/trust with company. Also, in accordance with applicable laws, all of our employees at our non-Indian subsidiaries are entitled to receive benefits under the relevant provident fund laws and regulations applicable in such jurisdictions. Our companysubsidiaries makes a monthly deposit to a government fundthese funds and we have contributed an aggregate of an aggregate of $427,332$1,181,632 in fiscal year 2009, an aggregate of $401,687 in fiscal year 2010 and an aggregate of $631,670 in fiscal year 2011.
Gratuity
In accordance with Indian law, we pay gratuity up to our eligible employees in India. Under our gratuity plan, an employee is entitled to receive a gratuity payment on the termination of his or her employment if the employee has rendered continuous service to our company for not less than five years, or if the termination of employment is due to death or disability. The amount of gratuity payable to an eligible employee is equal to 15 days’ salary for every year of employment (or any portion of a year exceeding six months), and currently the aggregate amount of gratuity shall not exceed Rs. 1,000,000 ($21,720)(approximately $17,699). We have provided for an aggregate of an aggregate of $55,860 in fiscal year 2009, an aggregate of $58,730 in fiscal year 2010 and an aggregate of $176,957 in fiscal year 2011, an aggregate of $147,156 in fiscal year 2012 and an aggregate of $161,370 in fiscal year 2013 for our gratuity payments.
Employment Agreements with Executive Officers
Each of our executive officers has entered into an employment agreement with MMT India. These agreements do not have fixed terms of employment. We may terminate the employment of our officers for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to any criminal offense theft, fraud, embezzlement, intoxication, violence, sexual harassment or damage to our reputation. Generally, either party may terminate employment at any time by giving the other party a written notice of three months or by paying an amount equal to three month’s salary in lieu of such notice. The employment agreements of Messrs. Deep Kalra, Keyur Joshi and Rajesh Magow have beenwere amended, effective April 1, 2010, to change the notice period for termination from three months to six months (or 12 months in the event of a change in control). Our company’s executive employment agreements do not provide for any special termination benefits, nor do we have any other arrangements with our executive officers for special termination benefits.
Each executive officer has agreed to respect and not claim any right over any intellectual property owned by our company. Additionally, each executive officer has assigned all his or her right, title and interest to, and in, any property relating to our business (whether tangible or intangible) which is created during the term of its employment. In addition, each executive officer has agreed to be bound by the non-competition restrictions set forth in his or her employment agreement. Specifically, each executive officer has agreed, while employed by us and for a period of six months after termination of his or her employment, not to:
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C. Board Practices
Board of Directors
Our holding company is managed and controlled by our board of directors from Mauritius. Our board of directors currently has nineeleven directors. There are no family relationships between any of our directors and executive officers. A director is not required to hold any shares in our company by way of qualification. There are no severance benefits payable to our directors upon termination of their directorships, other than to Mr. Deep Kalra, Mr. Keyur Joshi and Mr. Rajesh Magow, who isare our directors and also our group chief executive officer.
Terms of Directors and Executive Officers
In accordance with our Constitution, one-third of our directors (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation at each annual meeting of our company, provided that neither the chairman of our board nor a director holding office as managing director shall be subject to retirement by rotation or be taken into account in determining the number of directors to retire. A retiring director shall be eligible for re-election. The directors to retire in each year shall be those who have been longest in office since their last re-election or appointment and as between persons who became or were last re-elected directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. The office of a director shall be vacated if the director resigns, dies, becomes mentally unsound or bankrupt, becomes disqualified from being a director or ceases to hold office under Mauritius law, or is removed by our shareholders. A director may be removed by an ordinary resolution of our shareholders.
Under Mauritius law, the office of a director of our company is required to become vacant at the conclusion of the annual meeting of our company commencing next after the director attains the age of 70 years. However, a person of or over the age of 70 years may, by ordinary resolution of which no shorter notice is given than that required to be given for the holding of a meeting of shareholders, be appointed or re-appointed or authorized to continue to hold office as a director until the next annual meeting of our company.
Executive officers are selected by and serve at the discretion of the board of directors.
Duties of Directors
Under Mauritius law, our directors have a duty to our company to exercise their powers honestly in good faith in the best interests of our company. Our directors also have a duty to our company to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Where a director of a public company also holds office as an executive, the director is required under Mauritius law to exercise that degree of care, diligence and skill which a reasonably prudent and competent executive in that position would exercise. In fulfilling their duty of care to our company, our directors must ensure compliance with the Mauritius Companies Act and our Constitution, as amended from time to time. A shareholder has the right to seek damages against our directors if a duty owed by our directors to him as a shareholder is breached.
The functions and powers of our board of directors include, among others:
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Committees of the Board of Directors
We have established two committees under our board of directors: an audit committee and a compensation committee. Each committee’s members and functions are described below.
Audit Committee
Our audit committee consists of Messrs. Vivek N. Gour, Ranodeb Roy and Frederic Lalonde and is chaired by Mr. Gour. Messrs. Gour and Lalonde satisfyEach member of the audit committee satisfies the independence requirements of Rule 5605 of the Nasdaq Stock Market, Marketplace Rules and the independence requirements of Rule 10A-3 under the Exchange Act. Our board of directors also has determined that Mr. Gour qualifies as an audit committee financial expert within the meaning of the SEC rules. Our audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. Our audit committee is responsible for, among other things:
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Our compensation committee consists of Messrs. Vivek N. Gour, Philip C. Wolf and Frederic Lalonde and is chaired by Mr. Gour. Messrs. Gour, Wolf and Lalonde satisfy the independence requirements of Rule 5605 of the Nasdaq Stock Market, Marketplace Rules.Rules and the independence requirements of Rule 10A-3 under the Exchange Act. Our compensation committee assists our board of directors in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. Members of the compensation committee are not prohibited from direct involvement in determining their own compensation. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:
We currently do not have in place a nominations committee, and the actions ordinarily taken by such committee are resolved by a majority of the independent directors on our board. As a foreign private issuer, we are permitted to follow home country corporate governance practices under Rule 5615(a)(3) of the Nasdaq Stock Market, Marketplace Rules. Our home country practice differs from Rule 5605(e) of the Nasdaq Stock Market, Marketplace Rules regarding implementation of a nominations committee charter or board resolution, because our company, as a holder of a GBC1 issued by the Financial Services Commission of Mauritius, is not required under Mauritian law to establish a nominations committee.
Code of Business Conduct and Ethics
Our code of business conduct and ethics provides that our directors and officers are expected to avoid any action, position or interest that conflicts with the interests of our company or gives the appearance of a conflict. Directors and officers have an obligation under our code of business conduct and ethics to advance our company’s interests when the opportunity to do so arises.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors to indemnify them against certain liabilities and expenses arising from their being a director.
D. Employees
See “Item 4. Information on the Company — B. Business Overview — Our Business — Employees.”
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The following table sets forth information with respect to the beneficial ownership of our equity shares as of March 31, 2011 and June 2, 20112013 by each of our directors and all our directors and executive officers as a group. As used in this table, beneficial ownership means the sole or shared power to vote or direct the voting or to dispose of or direct the sale of any security. A person is deemed to be the beneficial owner of securities that can be acquired within 60 days upon the exercise of any option, warrant or right. Ordinary shares subject to options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding the options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages as of March 31, 2011 and June 30, 2011below are based on 35,099,639 and 36,854,25037,602,158 ordinary shares outstanding as of these dates, respectively.
| Equity Shares Beneficially Owned | ||||||||||||||||
| March 31, 2011 | June 30, 2011 | |||||||||||||||
| Name | Number | Percent | Number | Percent | ||||||||||||
Deep Kalra(1) | 3,965,360 | 11.30 | % | 3,507,528 | 9.52 | % | ||||||||||
| Ravi Adusumalli | — | — | — | — | ||||||||||||
| Sanjeev Aggarwal | — | — | — | — | ||||||||||||
Aditya Tim Guleri(2) | — | — | — | — | ||||||||||||
| Philip C. Wolf | * | * | * | * | ||||||||||||
| Vivek N. Gour | — | — | — | — | ||||||||||||
Frederic Lalonde(3) | * | * | * | * | ||||||||||||
| Gyaneshwarnath Gowrea | — | — | — | — | ||||||||||||
| Mohammad Akhtar Janally | — | — | — | — | ||||||||||||
Keyur Joshi(1) | * | * | * | * | ||||||||||||
| Rajesh Magow | 399,200 | 1.12 | % | * | * | |||||||||||
| Mohit Gupta | * | * | * | * | ||||||||||||
Amit Somani(4) | * | * | * | * | ||||||||||||
All our directors and executive officers as a group(5) | 5,020,512 | 13.99 | % | 4,415,825 | 11.75 | % | ||||||||||
| Equity Shares Beneficially Owned | ||||||||
| March 31, 2013 | ||||||||
Name | Number | Percent | ||||||
Deep Kalra(1) | 3,683,507 | 9.75 | % | |||||
Ravi Adusumalli | — | — | ||||||
Aditya Tim Guleri(2) | * | * | ||||||
Philip C. Wolf | * | * | ||||||
Vivek N. Gour | * | * | ||||||
Ranodeb Roy | — | — | ||||||
Frederic Lalonde | * | * | ||||||
Gyaneshwarnath Gowrea | — | — | ||||||
Mohammad Akhtar Janally | — | — | ||||||
Keyur Joshi(1) | * | * | ||||||
Rajesh Magow | * | * | ||||||
Mohit Gupta | * | * | ||||||
Amit Somani(3) | * | * | ||||||
All our directors and executive officers as a group(4) | 4,455,491 | 11.60 | % | |||||
Notes:
| * | Represents beneficial ownership of less than 1.0%. | |
| (1) | Travogue Electronic Travel Private Limited, or Travogue, is a company controlled by Mr. Deep Kalra. Mr. Deep Kalra holds 78.4% of the equity shares of Travogue. Accordingly, Mr. Kalra’s beneficial ownership of our ordinary shares includes 507,528 ordinary shares held by him directly and 3,000,000 ordinary shares held indirectly through Travogue. Mr. Keyur Joshi has a 12.8% equity interest in Travogue. | |
| (2) | Consists of ordinary shares held by Sierra Ventures Associates VIII, LLC as nominee for its members (including those shares held for the Guleri Family Trust UTD dated April 7, 1999, | |
| (3) | ||
| March 31, 2013, Mr. Amit |
A. Major Shareholders
The following table sets forth information regarding beneficial ownership of our ordinary shares as of March 31, 2011 and June 30, 20112013 held by each person who is known to us to have 5.0% or more beneficial share ownership based on an aggregate of 35,099,639 and 36,854,25037,602,158 ordinary shares outstanding as of these dates, respsectively.
March 31, 2013.
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| Equity Shares | Equity Shares | |||||||||||||||
| Beneficially Owned | Beneficially Owned | |||||||||||||||
| March 31, 2011 | June 30, 2011 | |||||||||||||||
| Name of Beneficial Owner | Number | Percent | Number | Percent | ||||||||||||
SAIF(2) | 14,628,050 | 41.68 | % | 11,836,570 | 32.12 | % | ||||||||||
Tiger Global(3) | 4,129,760 | 11.77 | % | 6,179,760 | 16.77 | % | ||||||||||
| Helion Venture | 3,411,695 | 9.72 | % | 2,760,639 | 7.49 | % | ||||||||||
Travogue Electronic Travel Private Limited(1) | 3,000,000 | 8.55 | % | 3,000,000 | 8.14 | % | ||||||||||
Sierra Ventures(4) | 2,274,469 | 6.48 | % | 2,274,469 | 6.17 | % | ||||||||||
| Equity Shares Beneficially Owned | ||||||||
Name of Beneficial Owner(1) | Number | Percent | ||||||
SAIF(2) | 11,836,570 | 31.48 | % | |||||
Tiger Global(3) | 7,184,866 | 19.11 | % | |||||
T. Rowe Price Associates, Inc.(4) | 3,741,688 | 9.95 | % | |||||
Travogue(5) | 3,000,000 | 7.98 | % | |||||
Wasatch Advisors, Inc.(6) | 2,869,034 | 7.63 | % | |||||
Notes:
| (1) | This table does not include Helion Venture Partners, LLC, or Helion, as it has informed us that it holds 1,136,348 of our shares, or 3.02%, as of March 31, 2013. According to Amendment No. 1 to a report on Schedule 13G filed with the SEC on February 6, 2012 by Helion, it owned 2,160,239 of our shares as of December 31, 2011, which would be 5.75% of our shares as of March 31, 2013. | |
| (2) | Information is based on Amendment No. 1 to a report on Schedule 13G jointly filed with the SEC on February 6, 2012 by SB Asia Investment Fund II L.P., SAIF GP L.P., SAIF Partners II L.P. and SAIF II GP Capital Ltd. Mr. Andrew Y. Yan is the sole director and shareholder of SAIF II GP Capital Ltd., the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SAIF, our shareholder. In our initial public offering on August 17, 2010, SAIF sold 709,710 ordinary shares, reducing its ownership percentage from 51.32% to 42.47%. In our follow-on public offering on June 2, 2011 (including the exercise of the over-allotment option on June 29, 2011), SAIF sold a total of 2,791,490 ordinary shares, reducing its ownership percentage from 41.68% to 32.12%. |
| (3) | Information is based on Amendment No. 3 to a report on Schedule 13G jointly filed with the SEC on January 11, 2012 by Tiger Global Private Investment Partners IV, L.P., Tiger Global PIP Performance IV, L.P., Tiger Global PIP Management IV, Ltd., Tiger Global Private Investment Partners V, L.P., Tiger Global PIP Performance V, L.P., Tiger Global PIP Management V, Ltd., Tiger Global, L.P., Tiger Global II, L.P. Tiger Global Master Fund, L.P., Tiger Global, Ltd., Tiger Global Investments, L.P., Tiger Global Performance, LLC and Tiger Global Management, LLC, collectively referred to as Tiger Global, and Mr. Charles P. Coleman III. Mr. Charles P. Coleman III controls the ultimate general partner of Tiger Global and is deemed to beneficially own all the shares held by Tiger Global. Following our initial public offering on August 17, 2010, Tiger Global purchased 500,000 ordinary shares on the open market, however its ownership percentage decreased from 12.14% to 11.99%. Following our follow-on offering on June 2, 2011, Tiger Global purchased 1,650,000 ordinary shares on the open market, increasing its ownership percentage from 11.77% to 15.79%. Tiger Global has since increased its ownership percentage to 19.34%. |
| (4) | Information based on Amendment No. 2 to a report on Schedule 13G jointly filed with the SEC on February 7, 2013 by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc. |
| (5) | Information based on a report on Schedule 13G jointly filed with the SEC on February 14, 2011 by Travogue |
On August 17, 2010, we completed our initial public offering on the Nasdaq Global Market. We sold an aggregate of 5,750,000 ordinary shares (including 4,153,846 ordinary shares sold by us and 1,596,154 ordinary shares sold by the selling shareholders). The price per ordinary share was $14.00. In this intial public offering, SAIF sold 709,710 ordinary shares, reducing its ownership percentage from 51.32% to 42.47%, Helion sold 165,525 ordinary shares, reducing its ownership percentage from 11.97% to 9.91% and Sierra Ventures sold 110,351 ordinary shares, reducing its ownership percentage from 7.98% to 6.60%. Tiger Global purchased 500,000 ordinary shares on the open market, however its ownership percentage decreased from 12.14% to 11.99%.
On June 2, 2011, we completed our follow-on public offering on the Nasdaq Global Market. We sold an aggregate of 5,244,000 ordinary shares (including 1,450,000 ordinary shares sold by us and 3,794,000 ordinary shares sold by the selling shareholders). On June 29, 2011, in connection with our follow-on public offering, we completed an additional over-allotment offering of 350,000 of our ordinary shares (including 96,777 ordinary shares sold by us and 253,223 ordinary shares sold by the selling shareholders). The price per ordinary share was $24.00. On June 2, 2011, SAIF sold 2,616,825 ordinary shares, reducing its ownership percentage from 41.68% to 32.82%, and Helion sold 610,321 ordinary shares, reducing its ownership percentage from 9.72% to 7.65%. Tiger Global purchased 1,650,000 ordinary shares on the open market, increasing its ownership percentage from 11.77% to 15.79%. On June 29, 2011, SAIF sold 174,655 ordinary shares, reducing its ownership percentage from 32.82% to 32.12%, and Helion sold 40,735 ordinary shares, reducing its ownership percentage from 7.65% to 7.49%. Tiger further purchased 400,000 ordinary shares in the open market, increasing its ownership percentage to 16.77% as of June 30, 2011.
As of March 31, 2011 there were approximately 26 holders of our ordinary shares of which 11 have registered addresses in the United States and as of June 30, 20112013, there were approximately 24 holders of our ordinary shraresshares, including us, of which 9five have registered addresses in the United States. Since certain of these ordinary shares were held by brokers or other nominees, the number of record holders in the US may not be representative of the number of beneficial holders or where the beneficial holders are resident. Each of our equity shares is entitled to one vote on all matters that require a vote of shareholders, and none of our shareholders has any contractual or other special voting rights.
B. Related Party Transactions
Our audit committee charter requires our audit committee to review all related party transactions on an ongoing basis and for all such transactions to be approved by our audit committee. The following is a summary of our related party transactions.
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As of May 20, 2008, Mr. Deep Kalra, Mr. Keyur Joshi, Mr. Sachin Bhatia, Travogue, SAIF, Helion Venture Partners LLC, the Sierra Ventures entities, Tiger Global, Mr. Lee Fixel, Mr. Feroz Dewan, Mr. Scott Shleifer and our company entered into a shareholders agreement (which superseded earlier shareholders agreements) that contained various rights such as registration rights, pre-emption rights, rights of first refusal and co-sale rights, board nomination rights and information access rights as well as provided for matters which required special approval by certain of our shareholders.
As of July 16, 2010, Mr. Deep Kalra, Mr. Keyur Joshi, Mr. Sachin Bhatia, Travogue, SAIF, Helion Venture, the Sierra Venture entities, Tiger Global, Mr. Lee Fixel, Mr. Feroz Dewan, Mr. Scott Shleifer and our company entered into a shareholders agreement (which superseded earlier shareholders agreements, including the May 20, 2008 shareholders agreement). The July 16, 2010 shareholders agreement terminates all the various rights contained in the earlier shareholders agreements described in the preceding paragraph except for the registration rights, which are described in greater detail in “Item 10. Additional Information — B. Memorandum and Articles of Association — Registration Rights.”
Transactions with SAIF
In fiscal years 2009, 2010 and 2011,year 2013, we earned revenue of $13,794, $16,901 and $17,075, respectively,$63,110 from SAIFChandra Capital, an investment company owned by Mr. Ravi Adusumalli, primarily forfrom the sales of air tickets to it. Mr. Adusumalli is a director on our board of directors as a nominee of SAIF, one of our shareholders that owned 31.48% of our shares as of March 31, 2013. These transactions were carried out in the ordinary course of our business and on an arm’s length basis.
Transactions with PhoCusWright
From time to time, we purchase independent market reports on the travel and travel-related industry from PhoCusWright, a company founded by Mr. Philip C. Wolf, one of our directors. On December 31, 2012, Mr. Wolf resigned as non-executive chairman of PhoCusWright. The amounts paid by us to PhoCusWright were $18,322, $19,300 and $25,100was $42,116 in each of the fiscal years 2009, 2010 and 2011, respectively.
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Employment Agreements
See “Item 6. Directors, Senior Management and Employees — B. Compensation — Employment Agreements with Executive Officers.”
Equity Option and Share Incentive Plans
See “Item 6. Directors, Senior Management and Employees — B. Compensation — Share Incentive Plans.”
C. Interest of Experts and Counsel
Not applicable
A. Consolidated Statements and Other Financial Information
See “Item 18. Financial Statements.”
Legal Proceedings
Except as described below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which we are aware) which we believe could reasonably be expected to have a material adverse effect on our results of operations or financial position:
Tax Proceedings
In November 2008, we received a show cause notice from the Indian income tax authorities and a demand for an additional payment of approximately Rs. 8.1 million (approximately $176,000)$0.1 million) (exclusive of any applicable penalties) due to a reassessment of our taxable income in India for the assessment year 2005-2006, on the grounds of an increase proposed by the transfer pricing officer to adjust our international transactions to an arm’s length price and the disallowance of website development expenses as capital expenditure incurred during the year. In January 2009, we filed our objections to both the show cause notice and the demand for the additional payment with the Commissioner of Income Tax (Appeals). The demand for the additional payment was quashed by the income tax authorities in February 2009 after adjustment of brought forward losses. Our appeal against the show cause notice in connection with the transfer pricing matter was decided in our favor in February 2011. We also received partial relief from the disallowance of website development expenses as capital expenditure incurred. In May 2011, we filed our objections with the Income Tax Appellate Tribunal authorities.
authorities, and a hearing is currently scheduled for June 13, 2013.
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During the year ended March 31, 2009, a general industry wide inquiry was initiated by the Mumbai Zonal Unit of Directorate General of Excise Intelligence & Customs, an excise and customs tax regulatory authority in India, on various travel agencies in India with regard to compliance with service tax rules and regulations by travel companies in India. Pursuant to an audit conducted by the service tax authorities, we received a notice in October 2010 with a demand of service tax on certain matters, some of which relate to the travel industry in India and involve complex interpretation of law. While we believe that we have a strong case in our favor and we filed our response to this notice in March 2011, there can be no assurance that the Indian tax authorities will not take a different view. The matter is currently pending for disposal before the service tax authorities.
In October 2010, we received a preliminary assessment order from the transfer pricing officer covering the assessment year 2007-2008. The assessing officer issued an assessment order in January 2011 relating to this matter. Pursuant to these orders, the Indian income tax authorities advised us of an upward adjustment of our income of approximately Rs. 333 million (approximately $7.2$5.9 million) in order to reflect their assessment of the arm’s length price our international transactions and an addition of Rs. 26 million (approximately $565,000)$0.5 million) due to the disallowance of website development expenses as capital expenditure incurred during the year. However, we received no demand for any additional tax payments because our carried forward losses exceeded taxable income. We filed our appeal with the Commissioner of Income Tax (Appeals) in March 2011. Our appeal against the assessment order in connection with the transfer pricing matter was decided in our favor in February 2013. We also received partial relief from the disallowance of website development expenses as capital expenditure incurred.
In October 2011, we received a preliminary assessment order from the transfer pricing officer covering the assessment year 2008-2009. The assessing officer issued an assessment order in February 2012 advising us of an upward adjustment of our income of approximately Rs. 550 million (approximately $9.7 million) in order to reflect their assessment of the arm’s length price of our international transactions. Additional upward adjustments were made of approximately Rs. 66 million (approximately $1.2 million) due to the disallowance of website development expenses as capital expenditure incurred during the year and of approximately Rs. 120 million (approximately $2.1 million) due to the non-deduction of tax deducted at source on payment gateway charges. At issue was the amount of withholding taxes we are required to pay in connection with our payments to banks for use of their payment gateway facilities. We also received a demand for additional tax payments amounting to approximately Rs. 43 million (approximately $0.8 million) but this demand was dismissed by the income tax authorities in March 2012 following the adjustment of brought forward losses. In March 2012, we filed our objections with the Commissioner of Income Tax (Appeals).
In October 2011, we received a notice for fiscal year 2011 from service tax authorities with a demand regarding certain matters, some of which relate to the travel industry in India and involve complex interpretation of law. While we believe that we have a strong case in our favor and we have filed our response to this notice in January 2012, there can be no assurance that the Indian tax authorities will not take a different view.
In September 2012, we received notices from service tax authorities for fiscal years 2008 to 2011 with a demand regarding certain matters, some of which relate to the travel industry in India and involve complex interpretation of law. While we believe that we have a strong case in our favor and we have filed our response to this notice in February 2013, there can be no assurance that the Indian tax authorities will not take a different view.
In October and November 2012, we received a notice for fiscal year 2012 from service tax authorities with a demand regarding certain matters, some of which relate to the travel industry in India and involve complex interpretation of law. While we believe that we have a strong case in our favor and we have filed our response to this notice in February 2013, there can be no assurance that the Indian tax authorities will not take a different view.
In January 2013, we received a preliminary assessment order from the transfer pricing officer covering the assessment year 2009-2010. The assessing officer issued an assessment order in May 2013 advising us of an upward adjustment of our income of approximately Rs. 333 million (approximately $5.9 million) in order to reflect an assessment of the arm’s length price of our international transactions. Additional upward adjustments were made of approximately Rs. 125 million (approximately $2.2 million) due to the non-deduction of tax deducted at source on payment gateway charges and Rs. 333 million (approximately $5.9 million) due to non-deduction of tax deducted at source on reimbursement of cost of air tickets to MMT USA. The assessing officer also made upward adjustments of approximately Rs. 7.5 million (approximately $0.1 million) due to disallowance of access depreciation on computer peripherals and software licenses, approximately Rs. 17.6 million (approximately $0.3 million) due to the disallowance of website development expenses as capital expenditure incurred during the year and Rs. 154 million (approximately $2.7 million) on account of amounts received from business associates treated as deferred revenue. We also received a demand for additional tax payments amounting to approximately Rs. 276 million (approximately $4.9 million) in connection with the above. On May 30, 2013, we filed our objections with the Commissioner of Income Tax (Appeals).
Other Proceedings
On June 2, 2009, we received a notification of complaint filed by Tata Sons Limited, or Tata, from the World Intellectual Property Organization, or WIPO, Arbitration and Mediation Center under the Uniform Domain Name Dispute Resolution Policy. Tata alleged that our use of the word “tata” in the domain name for our Indian online travel community website, “www.oktatabyebye.com,” derived benefit from the goodwill of the “Tata” name. On August 11, 2009, WIPO ordered that our domain name be transferred to Tata. The order can be contested in a court of appropriate jurisdiction and we have accordingly appealed against the order at the High Court of Delhi and the United States District Court in the Western District of Washington. In furtherance of our appeal in India, we and Tata have agreed to stay all proceedings in the United States until the Indian proceedings are resolved or terminated, and that in the event of resolution in the Indian proceedings, the parties will cooperate with one another and perform any acts reasonably necessary to comply with the Indian court’s ruling. The parties have since mutually agreed to withdraw the case filed in the United States. The next hearing is scheduled for September 27, 2011.
In August 2010, we were informed that one of our competitors may have filed a criminal complaint in India against us likely alleging the misuse of domain names similar to the name of such competitor’s website. The police authorities are investigating the matters in such complaint, which was filed by our competitor, Ezeego1, and we are cooperating with the authorities and have responded to questions in respect of such pending investigation. However, we have not received any notice of claim or summons either from any Indian court or such competitor and we believe that such complaint is without merit or basis. We have separately filed a criminal complaint for defamation against Ezeego1 and certain other parties in the court of the Sessions Judge, Patiala House, New Delhi in respect of statements relating to proceedings purported to be pending against us, and the accused have been summoned to appear at a court hearing scheduled for August 23, 2013.
We filed criminal complaints during fiscal year 2013 to recover monies related to the dishonoring of cheques in the amount of Rs. 40 million ($0.7 million) provided to us by Hotel Pine Spring, one of our hotels and packages vendors in Srinagar, India. These cheques were provided as security for deposits made by us under our agreements signed with the hotel in fiscal years 2011 and 2012 in order to assure available room inventory at pre-agreed rates. We deposit the cheques when the agreements were not complied with by the hotel, including by not providing a bank guarantee. The next hearings on the separate complaints are scheduled to be held on June 26, 2013 and September 14, 2011.
B. Significant Changes
There has been no significant subsequent event following the close of the last financial year up to the date of this annual report that are known to us and require disclosure in this annual report for which disclosure was not made in this annual report.
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Our outstanding ordinary shares are currently listed and traded on the Nasdaq Global Market under the symbol “MMYT.”
The following table shows:
| Nasdaq Global Market Price | ||||||||
| Per Ordinary Share | ||||||||
| Period | High | Low | ||||||
Fiscal Year | ||||||||
2011(1) | $ | 42.88 | $ | 20.75 | ||||
Fiscal Quarter 2011 | ||||||||
2nd Quarter(1) | $ | 42.88 | $ | 20.75 | ||||
| 3rd Quarter | $ | 40.80 | $ | 23.81 | ||||
| 4th Quarter | $ | 32.41 | $ | 24.03 | ||||
2011 | ||||||||
| January | $ | 32.41 | $ | 27.00 | ||||
| February | $ | 30.16 | $ | 24.03 | ||||
| March | $ | 29.50 | $ | 24.47 | ||||
| April | $ | 34.22 | $ | 28.85 | ||||
| May | $ | 31.98 | $ | 22.07 | ||||
| June | $ | 24.88 | $ | 21.37 | ||||
| July | $ | 26.25 | $ | 22.01 | ||||
August(2) | $ | 23.15 | $ | 16.06 | ||||
| Nasdaq Global Market Price Per Ordinary Share | ||||||||
Period | High | Low | ||||||
Fiscal Year | ||||||||
2011(1) | $ | 42.88 | $ | 20.75 | ||||
2012 | $ | 34.22 | $ | 16.06 | ||||
2013 | $ | 23.63 | $ | 10.77 | ||||
Fiscal Quarter | ||||||||
2011 | ||||||||
2nd Quarter(1) | $ | 42.88 | $ | 20.75 | ||||
3rd Quarter | $ | 40.80 | $ | 23.81 | ||||
4th Quarter | $ | 32.41 | $ | 24.03 | ||||
2012 | ||||||||
1st Quarter | $ | 34.22 | $ | 21.37 | ||||
2nd Quarter | $ | 26.25 | $ | 16.06 | ||||
3rd Quarter | $ | 33.90 | $ | 21.01 | ||||
4th Quarter | $ | 24.93 | $ | 20.36 | ||||
2013 | ||||||||
1st Quarter | $ | 23.63 | $ | 12.26 | ||||
2nd Quarter | $ | 18.50 | $ | 13.38 | ||||
3rd Quarter | $ | 17.74 | $ | 10.77 | ||||
4th Quarter | $ | 16.16 | $ | 12.67 | ||||
Month | ||||||||
2012 | ||||||||
December | $ | 14.26 | $ | 12.01 | ||||
2013 | ||||||||
January | $ | 15.64 | $ | 12.67 | ||||
February | $ | 16.16 | $ | 13.36 | ||||
March | $ | 14.64 | $ | 12.98 | ||||
April | $ | 14.11 | $ | 12.50 | ||||
May | $ | 13.44 | $ | 12.50 | ||||
June(2) | $ | 13.27 | $ | 12.70 | ||||
Notes:
| (1) | From August 17, 2010 following completion of our initial public offering on the Nasdaq Global Market. | |
| (2) | Until |
B. Plan of Distribution
Not Applicable
C. Markets
Our ordinary shares are listed on the Nasdaq Global Market under the symbol “MMYT”.
D. Selling Shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the Issue
Not applicable
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Not applicable
B. Memorandum and Articles of Association
General
Our company (Company No. 24478/5832) is a public company incorporated under the laws of Mauritius with limited liability and we hold a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. Our affairs are governed by our Constitution, the Mauritius Companies Act, the Securities Act 2005 of Mauritius, or the Mauritius Securities Act, and other applicable laws of Mauritius and any rules or regulations made thereunder.
Our Constitution states that the objects of our company are to carry out any business or activity permitted under our company’s Category 1 Global Business Licence, and to the extent permitted by law, our company may effect any business transaction and take any steps which it considers expedient to further the objects of our company.
As of March 31, 2011,2013, our stated capital was $113,372,678.25$155,077,803.41, comprising 35,099,63937,602,158 ordinary shares with a par value of $0.0005 each.
The following are summaries of certain provisions of our Constitution and the Mauritius Companies Act insofar as they relate to the material terms of our ordinary shares. The term “shareholders” as used in these summaries in relation to our company refers to persons whose names are entered into the share register of our company as the current holder of one or more shares of our company. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of our Constitution and the Mauritius Companies Act.
Ordinary Shares
General
All of our ordinary shares are fully paid. Certificates representing our ordinary shares are issued in registered form. Our shareholders who are non-residents of Mauritius may freely hold and vote their ordinary shares.
Dividends
Under the Mauritius Companies Act and our Constitution, we may only pay dividends out of retained earnings, after having made good any accumulated losses at the beginning of the accounting period, and no distribution (which term includes dividend) may be made unless our board of directors is satisfied that, upon the distribution being made (1) our company is able to pay its debts as they become due in the normal course of business and (2) the value of our company’s assets is greater than the sum of (a) the value of its liabilities and (b) our company’s stated capital. Subject to the Mauritius Companies Act and our Constitution, the declaration and payment of any dividend has to be authorized by our board of directors, subject to the approval of our shareholders.
Our board of directors may from time to time pay to our shareholders such interim dividends as appear to the directors to be justified by our profits, and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of our company is divided into different classes, our board of directors may also pay any fixed dividend which is payable on any shares of our company half-yearly or on any other dates, whenever our profits, in the opinion of our board of directors, justifies such payment.
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No dividend shall carry interest against us.
Any dividend or other moneys payable in cash on or in respect of a share may be paid by check or warrant sent through the post addressed to the registered address of the shareholder entitled, or in the case of joint holders, to the registered address of the person whose name stands first in our register of members in respect of the joint holding, or to such person at such address as such shareholder may in writing direct or may be sent by remittance or telegraphic transfer to the bank account of the holder at his bank account as may be notified in writing to us. Every check or warrant or remittance or telegraphic transfer so sent shall be made payable to the order of the person to whom it is sent or, in the case of joint holders, to the order of the holder whose name stands first on our register of members in respect of such shares, and shall be sent at his or their risk and the payment of any such check or warrant by the bank on which it is drawn shall operate as a good discharge to us in respect of the dividend or moneys represented thereby.
Any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited by our board of directors and if so, shall revert to us.
Voting Rights
Subject to any rights or restrictions as to voting for the time being attached to any class of shares and our Constitution, each holder of our ordinary shares who is present in person or by proxy at a meeting of shareholders shall have one vote on a show of hands and on a poll, each holder of our ordinary shares who is present in person or by proxy shall have one vote for every ordinary share which he holds or represents. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by: (1) the chairman of such meeting, (2) not less than 5five shareholders having the right to vote at the meeting, (3) a shareholder or shareholders representing not less than 10% of the total voting rights of all shareholders having the right to vote at the meeting, or (4) by a shareholder or shareholders holding shares in the company that confer a right to vote at the meeting and on which the aggregate amount paid up is not less than 10% of the total amount paid up on all shares that confer that right.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes of those shareholders entitled to vote and voting on the matter which is the subject matter of the resolution, while a special resolution is a resolution approved by a majority of 75% or, if a higher majority is required by the Constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question. A special resolution will be required for matters such as amending our Constitution.
Transfer of Ordinary Shares
Subject to the restrictions contained in our Constitution, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange (as defined in our Constitution) or in any other form approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share (not being a fully paid up share) to a person of whom it does not approve, or any transfer of any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, or any transfer of shares upon which our company has a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as our board of directors may from time to time require is paid to our company in respect thereof;
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the instrument of transfer is in respect of only one class of shares.
If our board of directors refuses to register a transfer of any shares, they shall within 28 days after the date on which the transfer was lodged with our company send to the transferor and the transferee notice of the refusal as required by the Mauritius Companies Act and the reasons for the refusal will be given in the notice.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.
Redemption of Shares
Subject to the provisions of the Mauritius Companies Act and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by our board of directors or by ordinary resolution of the shareholders of our company.
Variations of Rights of Shares
If at any time our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Mauritius Companies Act, be varied with the sanction of a special resolution passed at a meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of 75% of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares rankingpari passuwith such existing class of shares.
Meetings of Shareholders
An annual shareholders’ meeting shall be convened by our board of directors not more than once in each year and not later than 6six months after our balance sheet date. Special meetings of shareholders may be convened by our board of directors or on the written request of shareholders holding shares carrying together not less than 5% of the voting rights entitled to be exercised on the issue. Subject to our Constitution, advance notice of at least fourteen14 days is required for the convening of our annual shareholders’ meeting and any special meeting of our shareholders. A quorum for a shareholders meeting shall be present where the shareholders or their proxies are present or have cast postal votes, who are between them able to exercise not less than 33.3% of the votes to be cast on the business to be transacted by the meeting.
A shareholder may exercise the right to vote either by being present in person, by proxy or postal vote. A proxy for a shareholder may attend and be heard at a meeting of shareholders as if the proxy were the shareholder. A proxy shall be appointed by notice in writing signed by the shareholder, and the notice shall state whether the appointment is for a particular meeting or a specified term.
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Under the Mauritius Companies Act, we are required to keep available our certificate of incorporation, our Constitution, our share register, the full names and residential addresses of our directors, the registered office and address for service of our company, copies of the instruments creating or evidencing charges which are required to be registered under section 127 of the Mauritius Companies Act, minutes of all meetings and resolutions of shareholders, copies of written communications to all shareholders or to all holders of a class of shares during the preceding seven years (including financial statements, and group financial statements), certificates given by directors under the Mauritius Companies Act and the interests register (if any) of our company for inspection by any shareholder of our company or by a person authorized in writing by a shareholder for the purpose, between the hours of 9.00 a.m. and 5.00 p.m. on each working day during the inspection period at the place at which our records are kept in Mauritius. A shareholder who wishes to inspect such records must serve written notice on us of his intention to inspect the records.
The term “inspection period” is defined in the Mauritius Companies Act to mean the period commencing on the third working day after the day on which notice of intention to inspect is served on us by the person or shareholder concerned and ending with the eighth working day after the day of service.
Changes in Capital
We may from time to time by ordinary resolution:
increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
sub-divide our existing shares, or any of them, into shares of a smaller amount; or
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of our share capital by the amount of the shares so cancelled in accordance with the Mauritius Companies Act.
We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.
Purchase by Our Company of its Own Shares
Our company may, subject to and in accordance with the Mauritius Companies Act, purchase or otherwise acquire its own shares, on such terms and in such manner as our board of directors may from time to time think fit. Any share that is so purchased or acquired by our company shall, unless held as treasury shares in accordance with the Mauritius Companies Act, be deemed to be cancelled immediately on purchase or acquisition. On such cancellation of a share, the rights and privileges attached to that share shall expire, and the number of issued shares of our company shall be diminished by the number of such shares so cancelled, and where any such cancelled shares was purchased or acquired out of the capital of our company, the amount of the share capital of our company shall be reduced accordingly. In any other instance, our company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by or in accordance with the Mauritius Companies Act.
Directors’ Borrowing Powers
Our Constitution provides that our board of directors may exercise all the powers of our company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of our company and, subject to the Mauritius Companies Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.
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The Mauritius Companies Act and our Constitution provide that a director of our company shall, forthwith after becoming aware of the fact that he is interested in a transaction or a proposed transaction with our company, cause to be entered in the interests register of our company and disclose to our board of directors the nature and monetary value of that interest, or where the monetary value of the director’s interest cannot be quantified, the nature and extent of that interest. A general notice entered in the interests register or disclosed to our board of directors to the effect that a director is a shareholder, director, officer or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction. To the extent that our company is a reporting issuer (as defined in section 86 of the Mauritius Securities Act) the relevant disclosure requirements under the Mauritius Securities Act may also be applicable. We have obtained an exemption from the Mauritius Financial Services Commission from the disclosure requirements applicable to reporting issuers under the Mauritius Securities Act.
Under our Constitution, a director of our company may not vote in respect of any contract or arrangement or any proposed contract or arrangement in which he has any interest, directly or indirectly.
Section 149 of the Mauritius Companies Act provides that a transaction entered into by a company in which a director of the company is interested may be avoided by the company at any time before the expiration of 6six months after the transaction is disclosed to all the shareholders (whether by means of the company’s annual report or otherwise). However, a transaction shall not be avoided where the company receives fair value under it, and where a transaction is entered into by the company in the ordinary course of its business and on usual terms and conditions, the company shall be presumed to have received a fair value under the transaction. Under the Mauritius Companies Act, the avoidance of a transaction under Section 149 of the Mauritius Companies Act will not affect the title or interest of a person in or to property which that person has acquired where the property was acquired (a) from a person other than the company, (b) for valuable consideration, and (c) without knowledge of the circumstances of the transaction under which the person referred to in paragraph (a) acquired the property from the company.
Notification of Shareholdings by Directors and Substantial Shareholders
Our Constitution provides that (a) each of our directors shall, upon his appointment to our board of directors, give an undertaking to our company that, for so long as he remains a director of our company, he shall forthwith notify our company secretary of the particulars of our shares beneficially owned by him at the time of his appointment and of any change in such particulars (including the circumstances of any such change), and (b) each member of our company shall, upon becoming a substantial shareholder of our company, give an undertaking to our company that, for so long as he remains as a substantial shareholder of our company, he shall notify our company secretary of the particulars of our shares in which he has an interest at the time of his becoming a substantial shareholder or of any change in such particulars (including the circumstances of any such change) within 48 hours of such time or change (as the case may be), provided that he shall only be required to give notice of a change in the percentage level of his interests in the shares where there is a change of 1% or more in the percentage level of his shareholding interest in the relevant class of shares in our company. For this purpose, a “substantial shareholder” means a person who holds by himself or his nominee a share or an interest in a share in the capital of our company which entitles him to exercise not less than 5% of the aggregate voting power exercisable at a meeting of our shareholders.
Category 1 Global Business Company
We are a public company incorporated under the laws of Mauritius with limited liability and we hold a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. “Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Mauritius law distinguishes between domestic companies and global business companies. Any company that is formed or registered in Mauritius and which conducts business outside of Mauritius may apply for a Category 1 Global Business Licence. The requirements for a Category 1 Global Business Company are essentially the same as for a domestic company except for some of the exemptions and privileges listed below (which are not exhaustive):
a Category 1 Global Business Company does not have to file an annual return of its shareholders with the Registrar of Companies;
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a Category 1 Global Business Company may register as a protected cell company.
Following amendments to the Financial Services Act 2007 of Mauritius pursuant to the Finance (Miscellaneous Provisions) Act 2010 in December 2010, Mauritius companies holding a Category 1 Global Business Licence, or GBC1, issued by the Financial Services Commission in Mauritius are permitted to conduct business both in and outside Mauritius (instead of outside Mauritius only).
We are subject to reporting and other information and disclosure requirements of the Mauritius Securities Act and any rules or regulations made thereunder. However, we have obtained an exemption from the Mauritius Financial Services Commission from the disclosure requirements applicable to reporting issuers under the Mauritius Securities Act.
Differences in Corporate Law
The Mauritius Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Mauritius Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Pursuant to the Mauritius Companies Act, subject to certain exceptions prescribed in the Mauritius Companies Act, a Mauritius company shall not enter into the following transactions unless the transaction is approved by special resolution or contingent on approval by special resolution of the shareholders of the company:
| (a) | the acquisition of, or an agreement to acquire, whether contingent or not, assets the value of which is more than 75% of the value of the company’s assets before the acquisition; |
| (b) | the disposition of, or an agreement to dispose of, whether contingent or not, assets of the company the value of which is more than 75% of the value of the company’s assets before the disposition; or |
| (c) | a transaction that has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities the value of which is more than 75% of the value of the company’s assets before the transaction (provided that this will not apply by reason only of the company giving, or entering into an agreement to give, a charge secured over assets of the company, the value of which is more than 75% of the value of the company’s assets for the purpose of securing the repayment of money or the performance of an obligation). |
Under the Mauritius Companies Act, a special resolution is a resolution that is approved by a majority of 75% or, if a higher majority is required by the constitution of a Mauritius company, that higher majority, of the votes of those shareholders entitled to vote and voting on the question.
Where a transaction involves the acquisition or disposition or the acquiring of rights, interests or incurring obligations of, in any case, more than half the value of the Mauritius company’s assets, subject to certain exceptions prescribed in the Mauritius Companies Act, the transaction has to be approved by ordinary resolution or contingent on approval by ordinary resolution, and a Mauritius company shall not enter into the following transactions unless the transaction is approved by ordinary resolution or contingent on approval by ordinary resolution of the shareholders of the company:
| (a) | the acquisition of, or an agreement to acquire, whether contingent or not, assets the value of which is more than 50% of the value of the company’s assets before the acquisition; |
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| (b) | the disposition of, or an agreement to dispose of, whether contingent or not, assets of the company the value of which is more than 50% of the value of the company’s assets before the disposition; or |
| (c) | a transaction that has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities the value of which is more than 50% of the value of the company’s assets before the transaction (provided that this will not apply by reason only of the company giving, or entering into an agreement to give, a charge secured over assets of the company, the value of which is more than 50% of the value of the company’s assets for the purpose of securing the repayment of money or the performance of an obligation). |
Under the Mauritius Companies Act, an ordinary resolution is a resolution that is approved by a simple majority of the votes of those shareholders entitled to vote and voting on the matter which is the subject of the resolution.
Mergers and Similar Arrangements
A merger of two or more constituent companies under Mauritius law requires an amalgamation proposal to be approved by the directors of each constituent company and by special resolution of the shareholders of each constituent company.
A merger between a Mauritius parent company and its Mauritius subsidiary or subsidiaries does not require approval by a resolution of shareholders. For this purpose a “subsidiary” has the meaning assigned to it by the Mauritius Companies Act.
Save in certain circumstances, a dissentient shareholder of a Mauritius constituent company is entitled to payment of the fair and reasonable price for his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will normally preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies where the Supreme Court of Mauritius, on the application of the company or, with leave of the court, any shareholder or creditor of the company, may order that an arrangement or amalgamation or compromise shall be binding on the company and on such other persons or classes of persons as the court may specify and any such order may be made on such terms and conditions as the court thinks fit.
Shareholders’ Suits
In principle, we will normally be the proper plaintiff, but under the Mauritius Companies Act, the Mauritius courts may grant leave to a shareholder (including a minority shareholder) to bring a derivative action.
Indemnification of Directors and Executive Officers and Limitation of Liability
Under the Mauritius Companies Act, a company may indemnify a director or employee of the company or a related company for any costs incurred by him or the company in respect of any proceedings (a) that relates to liability for any act or omission in his capacity as a director or employee and (b) in which judgment is given in his favor, in which he is acquitted, which is discontinued, in which he is granted relief under section 350 of the Mauritius Companies Act or where proceedings are threatened and such threatened action is abandoned or not pursued. The Mauritius Companies Act further provides that a company may indemnify a director or employee of the company or a related company in respect of (a) liability to any person, other than the company or a related company, for any act or omission in his capacity as a director or employee or (b) costs incurred by that director or employee in defending or settling any claim or proceedings relating to any such liability, save in respect of any criminal liability or liability in respect of a breach (in the case of a director) of the duty to exercise his powers honestly in good faith in the best interests of the company. Our Constitution provides for indemnification, to the extent permitted by Mauritius law, of our directors and officers for costs, charges, losses, expenses and liabilities incurred or sustained by them in the execution and discharge of their duties in their respective offices or in relation thereto, except in respect of their own fraud or dishonesty.
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Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Mauritius law, a director of a Mauritius company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes duties to the company that include a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. Under the Mauritius Companies Act, our directors have a duty to our company to exercise their powers honestly, in good faith and in the best interests of our company. Our directors also have a duty to our company to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Where a director of a public company also holds office as an executive, the director is required under Mauritius law to exercise that degree of care, diligence and skill which a reasonably prudent and competent executive in that position would exercise. In fulfilling their duty of care to our company, our directors must ensure compliance with the Mauritius Companies Act and our Constitution, as amended from time to time.
Neither Mauritian law nor our Constitution requires the majority of our directors to be independent.
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Mauritius law provides that, save for the annual meeting of a company, shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held or by resolution in writing signed by not less than 75% or such other percentage as the constitution of the company may require for passing a special resolution, whichever is the greater, of the shareholders who would be entitled to vote on that resolution at a meeting of shareholders who together hold not less than 75% (or, if a higher percentage is required by the constitution, that higher percentage) of the votes entitled to be cast on that resolution.
Shareholder Meetings
Shareholders of a Delaware corporation generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or bylaws. However, if a corporation fails to hold its annual general meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual general meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.
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Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Mauritius law, our Constitution does not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Constitution, directors may be removed by ordinary resolution of our shareholders.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains business combination provision applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. Subject to specified exceptions, an interested shareholder is a person or a group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% of more of the corporation’s outstanding voting stock at any time within the previous three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
There is no such statutory provision under Mauritius law restricting transactions between a company and its significant shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by all shareholders entitled to vote thereon. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Under Mauritius law, a company may be wound up by either an order of the courts of Mauritius or by a special resolution of its members or, if the company is unable to pay its debts, by a special resolution of its members with leave of the court. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Insolvency Act 2009 of Mauritius, our company may be dissolved, liquidated or wound up by special resolution of our shareholders.
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Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Mauritius law and our Constitution, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Mauritius law, our Constitution may only be amended by special resolution of our shareholders.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Constitution on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares.
Issuance of preferred shares
Our Constitution allows for our company to issue preferred shares. Our Constitution provides that the directors of our company may offer, issue, grant options over or otherwise dispose of shares of our company to such persons, at such times and for such consideration and upon such terms and conditions as the board of directors of our company may in its absolute discretion determine (save that no shares shall be issued below the par value of the share) and that any share in our company may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as our company may determine or, if there has not been any such determination or so far as the same does not make specific provision, as the board of directors of our company may determine.
Compulsory Acquisition
The Financial Services Commission in Mauritius has issued the Securities (Takeover) Rules 2010, or the Rules, under the Financial Services Act 2007 of Mauritius and the Mauritius Securities Act which may apply to takeover offers where the offeree is a reporting issuer in Mauritius and to a corporation holding a global business licencelicense which is listed on a relevant securities exchange. The Rules include provisions, inter alia, for the making of a mandatory offer and compulsory acquisition of shares. The Rules came into operation on May 1, 2011.
Anti-takeover provisions
Mauritius law does not prevent Mauritius companies from adopting a wide range of defensive measures, such as staggered boards, issue of preferred shares, adoption of poison pill shareholder rights plans and provisions that restrict the rights of shareholders to call meetings. Our Constitution includes the following provisions which may be regarded as defensive measures: (i) a staggered board of directors, (ii) the ability to issue preferred shares, (iii) granting directors the absolute discretion to decline to register a transfer of any shares (other than a fully paid share), and (iv) requiring that amendments to the Constitution be approved by a special resolution of the shareholders of our company.
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Pursuant to a shareholders agreement dated as of July 16, 2010, by and among our company, Mr. Deep Kalra, Mr. Keyur Joshi and Mr. Sachin Bhatia, SAIF, Travogue, Helion Venture, the Sierra Ventures entities, Tiger Global, Mr. Lee Fixel, Mr. Feroz Dewan, and Mr. Scott Shleifer (collectively referred to as the “Shareholders”), we have granted certain registration rights to certain holders of our Registrable Shares, as described below. The term “Registrable Shares,” as defined in the abovementioned shareholders agreement, means:
| (i) | any ordinary shares held by any of the Shareholders or the employees/management of our company or its subsidiaries; and |
| (ii) | any other ordinary shares of our company issued in respect of the ordinary shares described in paragraph (i) above pursuant to stock splits, stock dividends, reclassifications, recapitalizations or similar events; |
provided that ordinary shares that are Registrable Shares shall cease to be Registrable Shares (a) upon any sale pursuant to a registration statement or Rule 144 under the Securities Act, (b) with respect to a Shareholder, when such Shareholder is eligible to sell, transfer or otherwise convey all of such Shareholder’s Registrable Shares without restriction pursuant to applicable law or (c) upon any sale in any manner to a person or entity which is not entitled to the rights provided by the shareholders agreement.
Subject to the terms of the shareholders agreement and lock-up agreements described in this annual report, at any time or from time to time after February 14, 2011, one or more of the Shareholders may request that our company effect a registration under the Securities Act of all or any part of the Registrable Shares owned by the Shareholders, provided that (i) the Registrable Shares to be so registered have a proposed aggregate offering price net of underwriting commissions, if any, of at least $5,000,000 in the aggregate, and (ii) our company shall not be required to effect more than two registrations requested in this manner in any 12 month period.
At any time after our company becomes eligible to file a registration statement on Form F-3 (or any similar or successor form for which our company then qualifies relating to secondary offerings), one or more of the Shareholders will have the right to require our company to effect the registration on Form F-3 (or any similar or successor form for which our Company then qualifies) of all or any portion of the Registrable Shares held by the Shareholders, provided that (i) our company shall not be required to effect any registration of Registrable Shares unless such Registrable Shares have a proposed aggregate offering price net of underwriting commissions (if any) of at least $5,000,000 in the aggregate, and (ii) our company shall not be required to effect more than two registrations requested in this manner in any 12 month period.
In each case, no Shareholder may make more than one request for registration in any six month period.
Whenever our company proposes to file a registration statement including, but not limited to, registration statements relating to secondary offerings of securities of our company (but excluding registration statements relating to the paragraphs above and relating to employee benefit plans or with respect to corporate reorganizations) at any time and from time to time, our company will, at least 30 days prior to such filing, give written notice to all Shareholders of its intention to do so and, upon the written request of any Shareholder(s) given within 20 days after our company provides such notice, our company will use its reasonable efforts to cause all Registrable Shares that our company has been requested by such Shareholder(s) to register or to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Shareholder(s), provided that our company shall have the right to postpone or withdraw any such registration effected without obligation to any Shareholder.
We will pay all Registration Expenses (as defined below) of all registrations under the shareholders agreement, subject to certain provisos set out in the shareholders agreement. For this purpose, the term “Registration Expenses” means all expenses incurred by our company in complying with the shareholders agreement, including (without limitation) all registration and filing fees, exchange listing fees, printing expenses, road show expenses, fees and disbursements of counsel for our company, the reasonable fees and expenses of one (1) special counsel selected by the selling Shareholders to represent the selling Shareholders, state Blue Sky fees and expenses (if any), fees and expenses of our company’s independent auditors and the expense of any special audits incidental to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of selling Shareholders’ own counsel (other than the counsel selected to represent all the selling Shareholders).
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Described herein.
D. Exchange Controls
India
India regulates ownership of Indian companies by foreigners. Foreign investment in securities issued by Indian companies isand exchange controls are generally regulated by the FEMA, read withForeign Exchange Management Act, 1999, as amended, and the rules, regulations and notifications issued underframed thereunder or the FEMA. A person resident outside India can transferTransfers of any security of an Indian company or any other securityfrom foreigners to an Indian resident onlyresidents and vice versa are required to be in accordance with the terms and conditions specified in FEMA and the rules, regulations and notifications made thereunder or as permitted by the RBI.
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Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from MMT India. As of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended, or the Foreign Institutional Investors Regulations. A registered FII may, subject to the pricingdate of this annual report, MMT India has not paid any cash dividends on its equity shares. Dividends other than in cash are not permitted under Indian law. The declaration and ownership restrictions discussed below, buy and freely sell securities issued bypayment of any Indian company, realize capital gains on investments made through the initial amount invested in India, subscribe to or renounce rights offerings for shares, appoint a domestic custodian for custody of investments made and repatriate the capital, capital gains, dividends income received by way of interest and any compensation received towards sale or renunciation of rights offerings of shares.
Under Indian law, a company declares dividends upon a recommendation by a special resolution in a general meeting. Ourits board of directors and approval by a majority of the shareholders at the annual general meeting of shareholders held within six months of the end of each fiscal year. However, while final dividends can be paid out by a company only after such dividends have been recommended by the board of directors and approved by shareholders, interim dividends can be paid out with only a recommendation by the board of directors. The shareholders have approved anthe right to decrease but not to increase any dividend amount recommended by the board of directors. Under Indian law, shares of a company belonging to the same class must receive equal dividend treatment.
Under Indian law, a company is permitted to declare or pay dividends in any year from profits for that year only if it transfers a specified percentage of profits for that year to the reserves of the company as prescribed by the Companies Act, 1956, as amended, or the Companies Act, and applicable rules thereunder.
If profits for a particular year are insufficient to declare dividends (including interim dividends), the dividends for that year may be declared and paid out from accumulated profits if the following conditions are fulfilled:
the rate of dividend to be declared shall not exceed the average of the rates at which dividends were declared in the existing FII limit in our company to 49% of our total issued capital.
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the total amount to be drawn from the accumulated profits earned in previous years and transferred to the condition thatreserves shall not exceed an amount equal to one-tenth of the aggregatesum of the company’s paid-up share capital and net reserves, and the amount so drawn shall first be utilized to set off the losses incurred in the financial year before any dividend in respect of an Indian company purchased by all NRIs through portfolio investments cannot exceed 10%. The 10% limit may be raised to 24% if a special resolutionpreference or equity shares is adopted by declared; and
the shareholdersbalance of the company. In addition to portfolio investments in Indian companies, NRIs may also make foreign direct investments in Indian companies under the FDI route discussed above. These methods allow NRIs to make portfolio investments in shares and other securities of Indian companies on a basisreserves after such withdrawal shall not generally available to other foreign investors.
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Our consolidated financial statements and other financial data included in this annual report are presented in US dollars. Our business and operations are primarily conducted in India through our Indian subsidiary, MMT India. The functional currency of MMT India is Indian Rupees and its revenues and expenses are denominated in that currency. We report our consolidated financial results in US dollars. The conversion of Indian Rupees into US dollars in this annual report is based on the noon buying rate in The City of New York for cable transfers of Indian Rupees as certified for customs purposes by the Federal Reserve Bank of New York. For your convenience, unless otherwise noted, all translations from Indian Rupees to US dollars and from US dollars to Indian Rupees in this annual report were made at a rate of Rs. 46.04 to56.50 per $1.00, the noon buying rate in effect as of August 25, 2011.May 31, 2013. We make no representation that any Indian Rupee or US dollar amounts referred to in this annual report could have been or could be converted into US dollars or Indian Rupees, as the case may be, at any particular rate or at all. The effects of foreign currency translation adjustments are included as a component of other comprehensive income in our shareholders’ equity.
The following table sets forth, for each of the periods indicated, the low, average, high and period-end noon buying rates in The City of New York for cable transfers, in Indian Rupees per US dollar, as certified for customs purposes by the Federal Reserve Bank of New York. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you.
| Indian Rupees per US Dollar | ||||||||||||||||
| Noon Buying Rate | ||||||||||||||||
| Period | Period End | Average(1) | Low | High | ||||||||||||
| 2006 | 44.11 | 45.17 | 43.89 | 46.83 | ||||||||||||
| 2007 | 39.41 | 41.00 | 38.48 | 44.49 | ||||||||||||
| 2008 | 48.58 | 43.70 | 39.12 | 50.12 | ||||||||||||
| 2009 | 46.40 | 48.22 | 46.00 | 51.96 | ||||||||||||
| 2010 | 44.80 | 45.58 | 43.90 | 47.49 | ||||||||||||
| 2011: | ||||||||||||||||
| February | 45.18 | 45.38 | 45.06 | 45.66 | ||||||||||||
| March | 44.54 | 44.91 | 44.54 | 45.24 | ||||||||||||
| April | 44.24 | 44.30 | 44.00 | 44.51 | ||||||||||||
| May | 45.04 | 44.90 | 44.27 | 45.33 | ||||||||||||
| June | 44.59 | 44.81 | 44.59 | 44.99 | ||||||||||||
| July | 44.20 | 44.40 | 44.03 | 44.62 | ||||||||||||
August(2) | 46.04 | 45.17 | 44.06 | 46.04 | ||||||||||||
| Indian Rupees per US Dollar Noon Buying Rate | ||||||||||||||||
Period | Period End | Average(1) | Low | High | ||||||||||||
Year | ||||||||||||||||
2009 | 46.40 | 48.22 | 46.00 | 51.96 | ||||||||||||
2010 | 44.80 | 45.58 | 43.90 | 47.49 | ||||||||||||
2011 | 53.01 | 46.86 | 44.00 | 53.71 | ||||||||||||
2012 | 54.86 | 53.41 | 48.65 | 57.13 | ||||||||||||
Month | ||||||||||||||||
December 2012 | 54.86 | 54.65 | 54.23 | 55.06 | ||||||||||||
January 2013 | 53.32 | 54.23 | 53.21 | 55.20 | ||||||||||||
February 2013 | 54.37 | 53.81 | 52.99 | 54.47 | ||||||||||||
March 2013 | 54.52 | 54.42 | 54.06 | 54.92 | ||||||||||||
April 2013 | 53.68 | 54.32 | 53.68 | 54.91 | ||||||||||||
May 2013 | 56.50 | 54.98 | 53.65 | 56.50 | ||||||||||||
Note:
| (1) | Averages for a period other than one month are calculated by using the average of the noon buying rate at the end of each month during the period. Monthly averages are calculated by using the average of the daily noon buying rates during the relevant month. | |
Source: Federal Reserve Statistical Release.
E. Taxation
Mauritius Taxation
Our company holds a valid Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius and is tax resident in Mauritius. In May 2013, we applied to the Mauritius Revenue Authority for a validspecific Tax Residence Certificate issuedfor India and a general Tax Residence Certificate for all other jurisdictions as per the guidelines prescribed by the Mauritius Revenue Authority in connection withAuthority. These certificates are required for the Agreementavoidance of double taxation under the Agreements for the Avoidance of Double Taxation signed between Mauritius and India, and a valid Tax Residence Certificate issued by the Mauritius Revenue Authority in connection with the Agreement for the Avoidance of Double Taxation signed between Mauritius and Singapore. Our company is tax resident in Mauritius.
other jurisdictions, including India.
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Following amendments to the Financial Services Act 2007 of Mauritius pursuant to the Finance (Miscellaneous Provisions) Act 2010 in December 2010, Mauritius companies holding a Category 1 Global Business Licence, or GBC1, issued by the Financial Services Commission in Mauritius are permitted to conduct business both in and outside Mauritius (instead of outside Mauritius only). The operations of a GBC1 company in Mauritius will be subject to tax on chargeable income at the rate of 15% in Mauritius.
Mauritius currently has no capital gains tax (other than on sales of immovable property) and has no taxation in the nature of a withholding tax on the payment of dividends. There is no withholding tax requirement on interest or royalties payments applicable to us as a holder of a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius where such interest are paid to a non-resident of Mauritius not carrying on any business in Mauritius and such royalties are paid to non-residents of Mauritius. There is no estate duty, inheritance tax or gift tax in Mauritius.
Under existing Mauritius laws:
no capital, transfer or registration duties are levied in Mauritius on the issue, purchase or sale of our ordinary shares;
dividend payments or other distributions to holders of our ordinary shares are exempt from Mauritius tax, and no withholding will be required of our company on dividend payments or other distributions; and
gains derived from the sale or disposition of our ordinary shares will not be subject to Mauritius tax unless the company holds immovable property situated in Mauritius and such immovable property exceeds 95% of the company’s total assets.tax.
There are currently no exchange controls or currency exchange restrictions in Mauritius.
Prospective investors are advised to consult their tax advisors with respect to their particular tax situations and the tax effects of an investment in our shares.
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The following discussion describes certain material US federal income tax consequences to US Holders (as defined below) under current law of an investment in our ordinary shares. This discussion applies only to US Holders that hold the ordinary shares as capital assets (generally, property held for investment) and that have the US dollar as their functional currency. This discussion is based on the tax laws of the United States in effect as of the date of this annual report and on US Treasury regulations in effect or, in some cases, proposed as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.
The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations such as:
banks and other financial institutions;
insurance companies;
regulated investment companies;
real estate investment trusts;
broker-dealers;
traders that elect to use a mark-to-market method of accounting;
US expatriates;
tax-exempt entities;
persons liable for alternative minimum tax;
��
persons holding ordinary shares as part of a straddle, hedging, conversion or integrated transaction;
persons that actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock;
persons who acquired ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation; or
partnerships or other pass-through entities, or persons holding ordinary shares through such entities.
The discussion also does not deal with the consequences of the recently enacted Medicare tax on “net investment income.”
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE US FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-US AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES.
The discussion below of the US federal income tax consequences to “US Holders” will apply to you if you are a beneficial owner of our ordinary shares and you are, for US federal income tax purposes:
an individual who is a citizen or resident of the United States;
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an estate, the income of which is subject to US federal income taxation regardless of its source; or
a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more United States persons for all substantial decisions or (2) has a valid election in effect under applicable US Treasury regulations to be treated as a United States person.
The tax treatment of a partner in a partnership (or other entity taxable as a partnership for US federal income tax purposes) that holds our ordinary shares will depend on the status of such partner and the activities of such partnership. If you are a partner in such partnership, you should consult your tax advisors.
Dividends and Other Distributions
Subject to the PFIC rules discussed below, the gross amount (in US dollars) of any distribution we make to you with respect to our ordinary shares (including the amount of any taxes withheld therefrom) will generally be includible in your gross income as dividend income on the date of receipt, but only to the extent that such distribution is paid out of our current or accumulated earnings and profits (as determined under US federal income tax principles). Amounts not treated as dividend income for US federal income tax purposes will constitute a return of capital and will first be applied against and reduce your tax basis in your ordinary shares, but not below zero. Distributions in excess of our current and accumulated earnings and profits and your tax basis in your ordinary shares will be treated as capital gain realized on the sale or other disposition of the ordinary shares. However, we do not intend to calculate our earnings and profits under US federal income tax principles. Therefore, you should expect that any distribution we make to you will be reported as a dividend even if such distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. Any dividends we pay willmay not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other US corporations.
With respect to certain non-corporate US Holders, including individual US Holders, for taxable years beginning before January 1, 2013, dividends will be taxed at the lower capital gains rate applicable to “qualified dividend income,” provided that (1) either our ordinary shares are readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect to you for the taxable year in which the dividend is paid and the preceding taxable year and (3) certain holding period requirements are met. Under US Internal Revenue Service authority, common or ordinary shares are considered for purposes of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq Global Market, as our ordinary shares are. You should consult your tax advisors regarding the availability of the lower tax rate applicable to qualified dividend income for any dividends we pay with respect to our ordinary shares, as well as the effect of any change in applicable law after the date of this annual report.
For foreign tax credit purposes, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends we pay with respect to our ordinary shares will generally be treated as foreign source income and constitute “passive category income” but could, in the case of certain US Holders, constitute “general category income.” If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividends taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividends, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular circumstances.
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Subject to the PFIC rules discussed below, you will recognize taxable capital gain or loss on any sale, exchange or other taxable disposition of an ordinary share equal to the difference between the amount realized (in US dollars) for the ordinary share and your adjusted tax basis (in US dollars) in the ordinary share. If you are a non-corporate US Holder, including an individual US Holder, that has held the ordinary share for more than one year, you may be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any gain or loss that you recognize on a disposition of our ordinary shares will generally be treated as US source income or loss for foreign tax credit limitation purposes.
Passive Foreign Investment Company
Based on, among other things, the current and anticipated valuation of our assets and composition of our income and assets, we do not expect to bebelieve we were a PFIC for US federal income tax purposes for our current taxable year ending March 31, 2012.2013. However, the application of the PFIC rules is subject to uncertainty in several respects. In addition, we must make a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. Because PFIC status is a factual determination for each taxable year that cannot be made until after the close of each such year, Latham & Watkins LLP, our US counsel, expresses no opinion with respect to our PFIC status or our expectations set forth in this paragraph.
A non-US corporation will be a PFIC for any taxable year if either:
at least 75% of its gross income for such year is passive income; or
at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”).
For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.
Because the value of our assets for purposes of the asset test will generally be determined in part by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. For this purpose, the composition of our income and assets will depend in part on how, and how quickly, we spend the cash raised in June 2011 through our follow-on offering. If we are a PFIC for any taxable year during which you hold ordinary shares, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold the ordinary shares, unless we cease to be a PFIC and you make a “deemed sale” election with respect to the ordinary shares. If such election is made, you will be deemed to have sold the ordinary shares you hold at their fair market value and any gain from such deemed sale would be subject to the rules described in the following two paragraphs. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, your ordinary shares with respect to which such election was made will not be treated as shares in a PFIC.
For each taxable year that we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” you receive and any gain you recognize from a sale or other disposition (including a pledge) of the ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:
the excess distribution or recognized gain will be allocated ratably over your holding period for the ordinary shares;
the amount allocated to the current taxable year and any taxable years in your holding period prior to the first taxable year in which we were a PFIC will be treated as ordinary income; and
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The tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses for such years, and gains (but not losses) from a sale or other disposition of our ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets.
If we are treated as a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs or we make direct or indirect equity investments in other entities that are PFICs, you will be deemed to own shares in such lower-tier PFICs that are directly or indirectly owned by us in that proportion that the value of the ordinary shares you own bears to the value of all of our ordinary shares, and you may be subject to the rules described in the preceding two paragraphs with respect to the shares of such lower-tier PFICs that you would be deemed to own. You should consult your tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
A US Holder of “marketable stock” (as defined below) of a PFIC may make a mark-to-market election for such stock to elect out of the PFIC rules described above regarding excess distributions and recognized gains. If you make a mark-to-market election for our ordinary shares, you will include in gross income for each year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the ordinary shares you hold as of the close of your taxable year over your adjusted tax basis in such ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted tax basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your gross income under a mark-to-market election, as well as any gain from the actual sale or other disposition of the ordinary shares, will be treated as ordinary income. Ordinary loss treatment will apply to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss from the actual sale or other disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your tax basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, the tax rules that apply to distributions by corporations that are not PFICs would apply to any distributions that we make, except that the lower tax rate applicable to qualified dividend income (discussed above under “— Dividends and Other Distributions”) generally would not apply.
The mark-to-market election is available only for “marketable stock,” which is stock that is traded in greater than de minimisminimus quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable US Treasury regulations. Our ordinary shares are listed on the Nasdaq Global Market, which is a qualified exchange or other market for these purposes. Consequently, if the ordinary shares are regularly traded and you are a holder of the ordinary shares, we expect that the mark-to-market election would be available to you if we were to become a PFIC. Because a mark-to-market election cannot be made for equity interests in any lower-tier PFICs that we own, a US Holder may continue to be subject to the PFIC rules described above regarding excess distributions and recognized gains with respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for US federal income tax purposes. You should consult your tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.
Alternatively, a US person that owns stock of a PFIC generally may make a “qualified electing fund” election with respect to such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains. A US person that makes a qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such US person’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if the PFIC provides such US person with certain information regarding its earnings and profits as required under applicable US Treasury regulations. We currently do not intend to prepare or provide the information that would enable you to make a qualified electing fund election.
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You should consult your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or other disposition of ordinary shares will generally be subject to information reporting to the US Internal Revenue Service and possible US backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a US Holder that furnishes a correct taxpayer identification number and makes any other required certification on US Internal Revenue Service Form W-9 or that is otherwise exempt from backup withholding. US Holders that are exempt from backup withholding should still complete US Internal Revenue Service Form W-9 to avoid possible erroneous backup withholding. You should consult your tax advisors regarding the application of the US information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your US federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the US Internal Revenue Service and furnishing any required information in a timely manner.
Additional Reporting Requirements
U.S. individuals that own “specified foreign financial assets” with an aggregate value in excess of $50,000 are individuals may begenerally required to file an information report information relatingwith respect to an interest in our ordinary shares, subject to certain exceptions (including an exception for ordinary sharessuch assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by certain financial institutions).institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties, and (iii) interests in foreign entities. Our ordinary shares may be subject to these rules. US Holders that are individuals should consult their tax advisorsadvisers regarding the effect, if any,application of this legislation onrequirement to their ownership and disposition of the ordinaryour shares.
F. Dividends and Paying Agents
Not applicable
G. Statements by Experts
Not applicable
H. Documents on Display
All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC maintains a website atwww.sec.govthat contains reports, proxy and information statements and other information regarding registrants that make electronic filings through its Electronic Data Gathering, Analysis, and Retrieval, or EDGAR, system. All our Exchange Act reports and other SEC filings will be available through the EDGAR system.
I. Subsidiary Information
Not applicable
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Our business activities are exposed to a variety of market risks, including credit risk, foreign currency risk and interest rate risk.
Credit Risk.Financial instruments that potentially subject us to concentrations of credit risk consist principally of term deposits, cash equivalents, and trade and other receivables. By their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties. Our cash equivalents, bank balances and term deposits are placed with banks with high investment grade credit ratings, and our term deposits may be withdrawn at any time prior to maturity except that this would result in a lower interest rate. Trade and other receivables are typically unsecured and arise mainly from commissions and incentive payments owing to us from our airline suppliers, receivables from our hotel suppliers which represent amounts owing to us from deposits we place with such hotels, and receivables from our corporate and retail customers to whom we typically extend credit periods. We review the credit worthiness of our clients to which we have granted credit terms in the normal course of the business. We believe there is no significant risk of loss in the event of non-performance of the counterparties to these financial instruments, other than the amounts already provided for in our financial statements. See note 3034 to our audited consolidated financial statements for additional information relating to our exposure to credit risk.
Foreign Exchange Risk.We are exposed to movements in currency exchange rates, particularlyprimarily those related to the US dollar and the Indian Rupee. As the functional currency of MMT India, our key operating subsidiary, is the Indian Rupee, our exposure to foreign currency risk primarily arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables and cash and cash equivalents, which were $3.6$9.6 million, $11.0$26.7 million and $1.0$2.2 million, respectively, as of March 31, 2011,2013, and $6.8$5.1 million, $5.6$17.1 million and $1.1$3.6 million, respectively, as of March 31, 2010.2012. Based on our operations in fiscal year 2011,2013, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2011,2013, assuming all other variables remained constant, would have decreasedincreased our profitloss for the year by $0.6$1.4 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2011,2013, assuming all other variables remained constant, would have increaseddecreased our profitloss for the year by $0.4$1.4 million. Based on our operations in fiscal year 2010,2012, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2010,2012, assuming all other variables remained constant, would have decreased our lossprofit for the year by $0.2$0.8 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2010,2012, assuming all other variables remained constant, would have increased our lossprofit for the year by $0.2$0.8 million.
We are also exposed to movements between the US dollar and the Indian Rupee in our operations, as approximately 9.1%4.4% and 7.2%3.9% of our revenue for fiscal years 20102012 and 2011,2013, respectively, was generated by MMT India from its air ticketing business and received in US dollars although our expenses are generally incurred in Indian Rupees. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. While we do incorporate margins in our pricing to cover any adverse fluctuations in foreign exchange rates, there can be no assurance that such margins will adequately protect us from adverse fluctuations in foreign exchange rates and hence our earnings remain susceptible to foreign exchange rate fluctuations. However as this risk associated with currency exchange is largely confined to our non-Indian Rupee revenue, we believe our exposure is minimal and immaterial.
Interest Rate Risk.Our exposure to interest rate risk for changes in interest rates relates primarily to our term deposits and bank overdrafts. As of March 31, 2011,2013, we had fixed rate financial instruments totaling $16.9 million, consisting of our$55.4 million of term deposits and $0.9 million of variable rate financial instruments, totaling $3.9 million, consisting of our bank overdrafts. As of March 31, 2010,2012, we had fixed rate financial instruments totaling $55.4 million (including term deposits totaling $14.5 million and $40.8consisting of $66.3 million of preferred shares which converted into ordinary shares upon the completion of our initial public offering), and variable rate financial instruments totaling $4.0 million, consisting of our bank overdrafts.term deposits. We have not used any derivative financial instruments to hedge interest rate risk. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. Our future interest income and financing cost may fluctuate in line with changes in interest rates. We do notAs of March 31, 2013, we had $0.9 million outstanding on account for anyof fixed rate financial instruments at fair value through profit or loss. Accordingly, a change in interest rates as of March 31, 2011 would not have affected our profit or loss. Based on our consolidated balance sheet as of March 31, 2011, ainstruments. A sensitivity analysis shows that an increase of 100 basis points in interest rates as of March 31, 20112013 would have decreased profit or increased loss or decrease profit by $0.04$0.1 million and would not have had any impact on our equity. Similarly, a decrease of 100 basis points in interest rates as of March 31, 20112013 would have decreased loss or increased profit or decreased loss by $0.04$0.1 million and would not have had any impact on our equity.
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Not applicable
None
Not applicable
104
A. Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officergroup chief executive officer and our Chief Financial Officer,group chief financial and operating officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosure.
Based on the foregoing, our Chief Executive Officergroup chief executive officer and our Chief Financial Officergroup chief financial and operating officer have concluded that, as of March 31, 2011,2013, our disclosure controls and procedures were effective.
B. Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, as issued by IASB;
provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our group chief executive officer and our group chief financial and operating officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In conducting its assessment of internal control over financial reporting, management based its evaluation on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, our management has concluded that our internal control over financial reporting was effective as of March 31, 2013.
We acquired the Hotel Travel Group and the ITC Group in November 2012, and in making the assessment of effectiveness of the Company’s internal control over financial reporting as of March 31, 2013, we excluded the Hotel Travel Group’s and the ITC Group’s internal control over financial reporting associated with total assets of $35,825,105 (of which $23,685,262 represents goodwill and intangibles included within the scope of the assessment) and total revenues of $6,207,024, respectively, included in our consolidated financial statements as of and for the year ended March 31, 2013.
Our independent registered public accounting firm, KPMG, has audited the consolidated financial statements included in this annual report on Form 20-F, and as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting as of March 31, 2013.
C. Attestation Report of the Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
MakeMyTrip Limited:
We have audited MakeMyTrip Limited and subsidiaries’ (“the temporary relief granted by the Commission to all newly public companies, this annual report on Form 20-F does not include (i) a report from management assessing ourCompany”) internal controlscontrol over financial reporting or (ii) a report from our registered public accounting firm attestingas of March 31, 2013, based on criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanyingManagement’s Report on Internal Control Over Financial Reporting. Our responsibility is to management’s reportexpress an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal controlscontrol over financial reporting.reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We will be required to include these reports inbelieve that our annual report on Form 20-Faudit provides a reasonable basis for our fiscal year endingopinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that of receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2012.
The Company acquired Hotel Travel Group and International Trade Centre Group during the year ended March 31, 2013, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2013, Hotel Travel Group’s and International Trade Centre Group’s internal control over financial reporting associated with total assets of $35,825,105 (of which $23,685,262 represents goodwill and intangibles included within the scope of the assessment) and total revenues of $6,207,024 included in the consolidated financial statements of the Company as of and for the year ended March 31, 2013. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Hotel Travel Group and International Trade Centre Group.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of the Company as of March 31, 2013 and 2012, and the related consolidated statements of comprehensive income (loss), changes in equity and cash flows for each of the years in the three-year period ended March 31, 2013, and our report dated June 12, 2013 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG
Gurgaon, India
June 12, 2013
D. Changes in Internal Control over Financial Reporting
Management has evaluated, with the participation of our Chief Executive Officergroup chief executive officer and our Chief Financial Officer,group chief financial and operating officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred.
In making its assessment of the changes in internal control over financial reporting during the period covered by this Annual Report, our management excluded an evaluation of the internal control over financial reporting of the Hotel Travel Group and the ITC Group, acquired during the year ended March 31, 2013. See Note 8 to the Consolidated Financial Statements for a discussion of the acquisitions.
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
Our audit committee consists of Messrs. Vivek N. Gour, Ranodeb Roy and Frederic Lalonde and is chaired by Mr. Gour. Messrs. Gour and Lalonde satisfyEach of our audit committee members satisfies the independence requirements of Rule 5605 of the Nasdaq Stock Market, Marketplace Rules, and the independence requirements of Rule 10A-3 under the Exchange Act. See “Item 6. Directors, Senior Management and Employees — C. Board Practices” for the experience and qualifications of the members of the audit committee. Our audit committee consists solely of independent directors that satisfy Nasdaq and the SEC requirements within one year of the completion of our listing on the Nasdaq Global Market. Our board of directors also has determined that Mr. Gour qualifies as an audit committee financial expert within the meaning of the SEC rules.
We have adopted a written Codecode of Business Conductbusiness conduct and Ethicsethics that provides that our directors and officers are expected to avoid any action, position or interest that conflicts with the interests of our company or gives the appearance of a conflict. Directors and officers have an obligation under our code of business conduct and ethics to advance our company’s interests when the opportunity to do so arises.
105
Our financial statements prepared in accordance with IFRS are audited by KPMG, a firm registered with the Public Company Accounting Oversight Board in the United States and an Indian firm of Chartered Accountants registered with the Institute of Chartered Accountants of India.
KPMG has served as our independent registered public accountant for each of the years ended March 31, 2009,2011, March 31, 20102012 and March 31, 20112013 for which audited statements appear in this annual report.
The following table shows the aggregate fees for professional services and other services rendered by KPMG and the various member firms of KPMG to us, including some of our subsidiaries, in fiscal years 2009, 20102011, 2012 and 2011.
| Fiscal | ||||||||||||
| 2009 | 2010 | 2011 | ||||||||||
| Audit fees (audit and review of financial statements) | $ | 36,838 | $ | 102,631 | $ | 195,947 | ||||||
| Audit-related fees (including fees related to the offerings and other miscellaneous audit-related certifications) | — | — | 365,272 | |||||||||
| Tax fees (tax audit, other certifications and tax advisory services) | 43,254 | 82,300 | 76,568 | |||||||||
| All other fees (advisory services) | — | — | 56,598 | |||||||||
Total | $ | 80,092 | $ | 184,931 | $ | 694,385 | ||||||
| Fiscal | ||||||||||||
| 2011 | 2012 | 2013 | ||||||||||
Audit fees (audit and review of financial statements and offerings) | $ | 561,219 | $ | 326,979 | $ | 192,921 | ||||||
Tax fees (other certifications and tax advisory services) | 76,568 | 80,633 | 105,639 | |||||||||
All other fees (advisory services) | 56,598 | 2,705 | 2,389 | |||||||||
|
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| |||||||
Total | $ | 694,385 | $ | 410,317 | $ | 300,949 | ||||||
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| |||||||
Audit Committee Pre-approval Process
Our audit committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed by the independent auditors, other than those forde minimusservices which are approved by the audit committee prior to the completion of the audit. All of the services related to our company provided by KPMG during the last fiscal year have been approved by the audit committee.
Not applicable
The following table provides information about purchases by us during fiscal year 2013 of our outstanding ordinary shares, par value $0.0005 per share:
Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share(2) | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||
11/01/12 – 11/30/12 | — | — | — | $ | 25,000,000 | |||||||||||
12/01/12 – 12/31/12 | 40,142 | $ | 12.63 | 40,142 | $ | 24,492,145 | ||||||||||
01/01/13 – 01/31/13 | — | — | — | $ | 24,492,145 | |||||||||||
02/01/12 – 02/28/13 | — | — | — | $ | 24,492,145 | |||||||||||
03/01/13 – 03/31/13 | — | — | — | $ | 24,492,145 | |||||||||||
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|
| |||||||||||
Notes:
| (1) | On November 6, 2012, our board of directors authorized us to purchase our outstanding ordinary shares, par value $0.0005 per share. The authorization permits us to purchase our ordinary shares on the open market, in privately negotiated transactions or otherwise in an aggregate amount of up to $25 million. In fiscal year 2013, we repurchased 40,142 ordinary shares at an average price of approximately $12.63 per share (excluding broker and transaction fees). As of March 31, 2013, we had remaining authority to repurchase up to approximately $24.5 million of our outstanding ordinary shares. |
| (2) | The average price paid per share excludes broker and transaction fees. |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
Not applicable
The Nasdaq Marketplace Rules, or the Nasdaq Rules, provide that foreign private issuers may follow home country practice in lieu of the corporate governance requirements of the Nasdaq Stock Market LLC, subject to certain exceptions and requirements and except to the extent that such exemptions would be contrary to U.S. federal securities laws and regulations. The significant differences between our corporate governance practices and those followed by U.S. companies under the Nasdaq Rules are summarized as follows:
We follow home country practice that permits our board of directors to consist of less than a majority of independent directors, in lieu of complying with Rule 5605(b)(1) of the Nasdaq Rules that requires that the board of directors consist of a majority of independent directors.
106
We follow home country practice that permits us not to hold regular executive sessions where only independent directors are present, in lieu of complying with Rule 5605(b)(2) of the Nasdaq Rules that requires that regular executive sessions are held where only independent directors are present.
Other than the above, we have followed and intend to continue to follow the applicable corporate governance standards under the Nasdaq Marketplace Rules.
In accordance with Rule 5250(d)(1) under Nasdaq Marketplace Rules, we will post this annual report on Form 20-F on our company website at http://investors.makemytrip.com. In addition, we will provide hard copies of our annual report free of charge to shareholders and ADS holders upon request.
107
See Item 18“Item 18. Financial Statements” for a list of the financial statements filed as part of this annual report.
The following financial statements are filed as part of this annual report, together with the report of the independent registered public accounting firms:
Report of Independent Registered Public Accounting Firm.
Consolidated Statements of Financial Position as of March 31, 20102012 and 2011.2013.
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2009, 20102011, 2012 and 2011.2013.
Consolidated Statements of Changes in Equity (Deficit) for the years ended March 31, 2009, 20102011, 2012 and 2011.2013.
Consolidated Statements of Cash Flows for the years ended March 31, 2009, 20102011, 2012 and 2011.2013.
Notes to the Consolidated Financial Statements.
The following exhibits are filed as part of this annual report:
| 1.1 | Constitution of MakeMyTrip Limited (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | ||||
| 2.1 | Form of ordinary share certificate (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | ||||
| 4.1 | Amended and Restated MakeMyTrip.com 2001 Equity Option Plan (Incorporated by reference to Exhibit 10.1.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | ||||
| 4.2 | MakeMyTrip 2010 Share Incentive Plan (Incorporated by reference to Exhibit 10.1.2 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | ||||
| 4.3 | |||||
| Fourth Amended and Restated Shareholders Agreement dated July 16, 2010 by and among the shareholders named therein and our company (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | |||||
| 4.4**# | |||||
108
| 4.5 | Passenger Sales Agency Agreement dated August 30, 2002 by and between MMT India and each IATA member, represented by the Director General of IATA (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | |||
| 4.6 | Business Process Outsourcing Services Agreement dated March 5, 2008 by and between MMT India and IBM | |||
| 4.7 | Statement of Work dated March 5, 2008 by and between MMT India and IBM, | |||
| 4.8 | First Amendment to the IBM Statement of Work dated July 16, 2008 (effective as of March 5, 2008), by and between MMT India and IBM | |||
| 4.9 | Second Amendment to the IBM Statement of Work dated July 28, 2009 (effective as of May 1, 2009), by and between MMT India and IBM | |||
| 4.10 | Amendment Number 3 to the Business Process Outsourcing Services Agreement dated November 4, 2009 (effective as of June 1, 2009) by and between MMT India and IBM | |||
| 4.11 | Fourth Amendment to the Business Process Outsourcing Services Agreement dated December 9, 2010 (effective as of April 1, 2010) by and between MMT India and IBM | |||
| 4.12 | Fifth Amendment to the Business Process Outsourcing Services Agreement dated December 10, 2010 (effective as of July 15, 2010) by and between MMT India and IBM | |||
| 4.13 | Sixth Amendment to the Master Services Agreement and Statement of Work dated December 18, 2010 (effective as of December 1, 2010) by and between MMT India and IBM | |||
| 4.14 | Seventh Amendment to Master Services Agreement and Statement of Work dated April 7, 2011 by and between MMT India and IBM | |||
| 4.15 | ||||
| Eighth Amendment to the Master Services Agreement | ||||
109
| 4.16 | ||||
| Ninth Amendment to the | ||||
| 4.17 | Statement of Work dated December 29, 2011 (effective as of January 1, 2012) by and between MMT India and IBM (Incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 25, 2012). | |||
| 4.18** | Amendment No. 10 to the Master Service Agreement and Statement of Work dated July 4, 2012 by and between MMT India and IBM. | |||
| 4.19**# | Amendment No. 11 to the Business Process Outsourcing Services Agreement dated November 1, 2012 by and between MMT India and IBM. | |||
| 4.20 | Master Services Agreement dated July 6, 2009 by and between MMT India and RightNow Technologies, Inc (Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | |||
| 4.21 | ||||
| Sanction Letter for Working Capital Facilities dated September 7, 2009 by and between MMT India and HDFC Bank (including letter of amendment) (Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | ||||
| 4.22 | Sanction Letter for Working Capital Facilities dated January 6, 2011 by and between MMT India and HDFC Bank (Incorporated by reference to Exhibit 10.10.2 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC on March 2, 2011). | |||
| 4.23** | Sanction Letter for Credit Facilities dated December 17, 2012 by and between MMT India and Yes Bank Limited. | |||
| 4.24** | Supplemental Master Facility Agreement dated February 7, 2013 by and between MMT India and Yes Bank Limited. | |||
| 4.25 | Form of director and executive officer indemnification agreement (Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010). | |||
| List of significant subsidiaries of MakeMyTrip Limited. | ||||
| Certification by the Chief Executive Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| Certification by the Chief Financial Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| Consent of Independent Registered Public Accounting Firm. | ||||
| ** | Filed herewith |
| # | Confidential treatment requested |
110
Date: September 2, 2011
| MAKEMYTRIP LIMITED | ||||||
| By: | /s/ Deep Kalra | |||||
| Name: | Deep Kalra | |||||
| Title: | Group Chairman and Group Chief Executive Officer | |||||
111
The Board of Directors and Stockholders
MakeMyTrip Limited:
We have audited the accompanying consolidated statements of financial position of MakeMyTrip Limited and its subsidiaries (“the Company”) as of March 31, 20102013 and 2011,2012, and the related consolidated statements of comprehensive income (loss), changes in equity (deficit), and cash flows for each of the years in the three-year period ended March 31, 2011.2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries as of March 31, 20102013 and 2011,2012, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2011,2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 12, 2013 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG
Gurgaon, India
F-2
June 12, 2013
| As at March 31 | ||||||||||||
| Note | 2010 | 2011 | ||||||||||
| (in USD) | ||||||||||||
Assets | ||||||||||||
| Property, plant and equipment | 13 | 3,748,180 | 3,762,598 | |||||||||
| Intangible assets | 14 | 2,024,059 | 2,796,840 | |||||||||
| Trade and other receivables, net | 16 | 413,488 | 600,067 | |||||||||
| Term deposits | 18 | 1,295,489 | 706,873 | |||||||||
| Other non-current assets | 20 | 124,126 | 219,021 | |||||||||
| Deferred tax assets | 15 | — | 2,924,308 | |||||||||
Total non-current assets | 7,605,342 | 11,009,707 | ||||||||||
| Current tax assets | 942,543 | 3,855,431 | ||||||||||
| Trade and other receivables, net | 16 | 12,036,039 | 12,257,102 | |||||||||
| Term deposits | 18 | 13,175,915 | 16,235,047 | |||||||||
| Other current assets | 19 | 7,532,087 | 17,852,029 | |||||||||
| Cash and cash equivalents | 17 | 9,341,526 | 51,730,321 | |||||||||
Total current assets | 43,028,110 | 101,929,930 | ||||||||||
Total assets | 50,633,452 | 112,939,637 | ||||||||||
Equity (Deficit) | ||||||||||||
| Share capital | 21 | 8,767 | 17,546 | |||||||||
| Share premium | 21 | 11,356,522 | 111,541,661 | |||||||||
| Accumulated deficit | (42,510,416 | ) | (38,024,060 | ) | ||||||||
| Share based payment reserve | 7,061,910 | 3,914,844 | ||||||||||
| Foreign currency translation reserve | 21 | (872,218 | ) | (1,174,111 | ) | |||||||
Total equity (deficit) attributable to equity holders of the Company | (24,955,435 | ) | 76,275,880 | |||||||||
Non-controlling interest | 22 | 4,390 | — | |||||||||
Total equity (deficit) | (24,951,045 | ) | 76,275,880 | |||||||||
Liabilities | ||||||||||||
| Loans and borrowings | 24 | 132,103 | 148,923 | |||||||||
| Employee benefits | 27 | 437,444 | 667,050 | |||||||||
| Deferred income | 30 | 1,852,679 | — | |||||||||
| Derivatives instruments | 48,382 | — | ||||||||||
| Other non-current liabilities | 26 | 447,295 | 503,320 | |||||||||
Total non-current liabilities | 2,917,903 | 1,319,293 | ||||||||||
| Bank overdraft | 17 | 3,996,066 | 3,855,977 | |||||||||
| Loans and borrowings | 24 | 40,834,795 | 60,634 | |||||||||
| Trade and other payables | 29 | 26,467,047 | 29,694,702 | |||||||||
| Deferred income | 30 | 814,516 | 26,533 | |||||||||
| Other current liabilities | 25 | 554,170 | 1,706,618 | |||||||||
Total current liabilities | 72,666,594 | 35,344,464 | ||||||||||
Total liabilities | 75,584,497 | 36,663,757 | ||||||||||
Total equity and liabilities | 50,633,452 | 112,939,637 | ||||||||||
F-3
| As at March 31 | ||||||||||
| Note | 2012 | 2013 | ||||||||
| (in USD) | ||||||||||
Assets | ||||||||||
Property, plant and equipment | 17 | 7,064,373 | 9,203,826 | |||||||
Intangible assets | 18 | 8,349,403 | 34,987,017 | |||||||
Trade and other receivables, net | 20 | 807,159 | 820,951 | |||||||
Investment in equity-accounted investee | 9 | 838,212 | 1,294,082 | |||||||
Other investments | 10 | 4,416,543 | 4,958,994 | |||||||
Derivatives instruments | 202,054 | 14,678 | ||||||||
Term deposits | 22 | 648,506 | 911,245 | |||||||
Other non-current assets | 24 | 449,559 | 527,391 | |||||||
Deferred tax assets | 19 | 8,892,842 | — | |||||||
|
|
|
| |||||||
Total non-current assets | 31,668,651 | 52,718,184 | ||||||||
Inventories | 2,367,548 | 1,522,693 | ||||||||
Derivatives instruments | — | 188,973 | ||||||||
Current tax assets | 5,908,213 | 7,535,440 | ||||||||
Trade and other receivables, net | 20 | 20,575,261 | 25,290,442 | |||||||
Term deposits | 22 | 43,676,624 | 47,203,717 | |||||||
Other current assets | 23 | 21,792,776 | 23,659,215 | |||||||
Cash and cash equivalents | 21 | 43,798,230 | 36,501,478 | |||||||
Assets held for sale | 7 | 404,109 | — | |||||||
|
|
|
| |||||||
Total current assets | 138,522,761 | 141,901,958 | ||||||||
|
|
|
| |||||||
Total assets | 170,191,412 | 194,620,142 | ||||||||
|
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| |||||||
Equity | ||||||||||
Share capital | 25 | 18,576 | 18,797 | |||||||
Share premium | 25 | 150,144,112 | 153,742,563 | |||||||
Reserves | (428,937 | ) | (494,988 | ) | ||||||
Accumulated deficit | (31,827,379 | ) | (60,964,228 | ) | ||||||
Share based payment reserve | 32 | 9,388,239 | 19,901,803 | |||||||
Foreign currency translation reserve | 25 | (8,578,442 | ) | (10,904,046 | ) | |||||
|
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|
| |||||||
Total equity attributable to equity holders of the Company | 118,716,169 | 101,299,901 | ||||||||
Non-controlling interest | 75,620 | 694,050 | ||||||||
|
|
|
| |||||||
Total equity | 118,791,789 | 101,993,951 | ||||||||
|
|
|
| |||||||
Liabilities | ||||||||||
Loans and borrowings | 28 | 177,280 | 284,433 | |||||||
Employee benefits | 31 | 681,135 | 1,010,293 | |||||||
Deferred tax liabilities | 19 | — | 383,444 | |||||||
Other non-current liabilities | 30 | 1,487,658 | 6,804,211 | |||||||
|
|
|
| |||||||
Total non-current liabilities | 2,346,073 | 8,482,381 | ||||||||
Bank overdraft | 21 | — | 866,521 | |||||||
Loans and borrowings | 28 | 82,083 | 135,459 | |||||||
Derivatives instruments | 149,135 | — | ||||||||
Trade and other payables | 33 | 46,697,644 | 80,592,241 | |||||||
Deferred income | 23,122 | 37,901 | ||||||||
Other current liabilities | 29 | 2,101,566 | 2,511,688 | |||||||
|
|
|
| |||||||
Total current liabilities | 49,053,550 | 84,143,810 | ||||||||
|
|
|
| |||||||
Total liabilities | 51,399,623 | 92,626,191 | ||||||||
|
|
|
| |||||||
Total equity and liabilities | 170,191,412 | 194,620,142 | ||||||||
|
|
|
| |||||||
| For the Year Ended March 31 | ||||||||||||||||
| Note | 2009 | 2010 | 2011 | |||||||||||||
| (in USD) | ||||||||||||||||
Revenue | ||||||||||||||||
| Air ticketing | 19,225,095 | 32,119,488 | 47,622,719 | |||||||||||||
| Hotels and packages | 48,622,765 | 50,287,896 | 74,557,976 | |||||||||||||
| Other revenue | 7 | 703,841 | 1,152,822 | 2,540,692 | ||||||||||||
Total revenue | 68,551,701 | 83,560,206 | 124,721,387 | |||||||||||||
| Service cost | ||||||||||||||||
| Procurement cost of hotel and packages services | 43,069,188 | 42,292,226 | 63,650,910 | |||||||||||||
| Purchase of air tickets coupon | 491,780 | 985,482 | — | |||||||||||||
| Personnel expenses | 8 | 9,679,770 | 16,562,034 | 14,399,040 | ||||||||||||
| Other operating expenses | 9 | 24,369,906 | 28,160,506 | 40,698,895 | ||||||||||||
| Depreciation and amortization | 10 | 1,558,687 | 1,569,747 | 1,910,637 | ||||||||||||
Result from operating activities | (10,617,630 | ) | (6,009,789 | ) | 4,061,905 | |||||||||||
| Finance income | 11 | 6,293,731 | 1,874,177 | 1,601,750 | ||||||||||||
| Finance costs | 11 | 3,049,608 | 2,062,947 | 3,525,685 | ||||||||||||
Net finance income (costs) | 3,244,123 | (188,770 | ) | (1,923,935 | ) | |||||||||||
Profit (Loss) before tax | (7,373,507 | ) | (6,198,559 | ) | 2,137,970 | |||||||||||
| Income tax benefit (expense) | 12 | 25,291 | (8,428 | ) | 2,691,721 | |||||||||||
Profit (Loss) for the year | (7,348,216 | ) | (6,206,987 | ) | 4,829,691 | |||||||||||
Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation differences on foreign operations | 11 | (3,122,321 | ) | 1,651,468 | (301,952 | ) | ||||||||||
| Defined benefit plan actuarial losses | 89,624 | (14,431 | ) | (73,356 | ) | |||||||||||
| Income tax benefit (expense) on other comprehensive income (loss) | (30,463 | ) | 5,590 | 24,514 | ||||||||||||
Other comprehensive income (loss) for the year, net of tax | (3,063,160 | ) | 1,642,627 | (350,794 | ) | |||||||||||
Total comprehensive income (loss) for the year | (10,411,376 | ) | (4,564,360 | ) | 4,478,897 | |||||||||||
Profit (Loss) attributable to: | ||||||||||||||||
| Owners of the Company | (7,346,033 | ) | (6,206,239 | ) | 4,827,471 | |||||||||||
| Non-controlling interest | (2,183 | ) | (748 | ) | 2,220 | |||||||||||
Profit (Loss) for the year | (7,348,216 | ) | (6,206,987 | ) | 4,829,691 | |||||||||||
Total comprehensive income (loss) attributable to: | ||||||||||||||||
| Owners of the Company | (10,408,580 | ) | (4,563,894 | ) | 4,476,742 | |||||||||||
| Non-controlling interest | (2,796 | ) | (466 | ) | 2,155 | |||||||||||
Total comprehensive income (loss) for the year | (10,411,376 | ) | (4,564,360 | ) | 4,478,897 | |||||||||||
Earnings (Loss) per share | ||||||||||||||||
| Basic | 23 | (0.42 | ) | (0.35 | ) | 0.17 | ||||||||||
| Diluted | 23 | (0.55 | ) | (0.35 | ) | 0.15 | ||||||||||
Pro forma earnings (loss) per share (unaudited) | ||||||||||||||||
| Basic | 23 | (0.38 | ) | (0.18 | ) | 0.16 | ||||||||||
| Diluted | 23 | (0.38 | ) | (0.18 | ) | 0.15 | ||||||||||
F-4
| For the Year Ended March 31, | ||||||||||||||
| Note | 2011 | 2012 | 2013 | |||||||||||
| (in USD) | ||||||||||||||
Revenue | ||||||||||||||
Air ticketing | 47,622,719 | 76,190,303 | 60,888,851 | |||||||||||
Hotels and packages | 74,557,976 | 116,701,137 | 164,129,318 | |||||||||||
Other revenue | 11 | 2,540,692 | 3,707,818 | 3,803,776 | ||||||||||
|
|
|
|
|
| |||||||||
Total revenue | 124,721,387 | 196,599,258 | 228,821,945 | |||||||||||
Service cost | ||||||||||||||
Procurement cost of hotel and packages services | 63,650,910 | 98,474,788 | 136,537,143 | |||||||||||
Cost of air tickets coupon | — | 9,939,556 | 4,119,631 | |||||||||||
Personnel expenses | 12 | 14,399,040 | 26,520,745 | 34,520,455 | ||||||||||
Other operating expenses | 13 | 40,698,895 | 54,868,655 | 67,953,977 | ||||||||||
Depreciation and amortization | 14 | 1,910,637 | 2,790,154 | 3,752,743 | ||||||||||
|
|
|
|
|
| |||||||||
Result from operating activities | 4,061,905 | 4,005,360 | (18,062,004 | ) | ||||||||||
Finance income | 15 | 1,601,750 | 1,987,904 | 4,197,603 | ||||||||||
Finance costs | 15 | 3,525,685 | 4,957,097 | 4,939,526 | ||||||||||
|
|
|
|
|
| |||||||||
Net finance costs | (1,923,935 | ) | (2,969,193 | ) | (741,923 | ) | ||||||||
|
|
|
|
|
| |||||||||
Share of loss of equity-accounted investee | 9 | — | (65,957 | ) | (186,130 | ) | ||||||||
|
|
|
|
|
| |||||||||
Profit (Loss) before tax | 2,137,970 | 970,210 | (18,990,057 | ) | ||||||||||
Income tax benefit (expense) | 16 | 2,691,721 | 6,078,146 | (8,599,023 | ) | |||||||||
|
|
|
|
|
| |||||||||
Profit (Loss) for the year | 4,829,691 | 7,048,356 | (27,589,080 | ) | ||||||||||
Other comprehensive income (loss) | ||||||||||||||
Foreign currency translation differences on foreign operations | 15 | (301,952 | ) | (7,421,044 | ) | (2,309,906 | ) | |||||||
Net change in fair value of available-for-sale financial assets | 15 | — | (428,937 | ) | 459,047 | |||||||||
Defined benefit plan actuarial gains (losses) | (73,356 | ) | 23,223 | (125,748 | ) | |||||||||
Income tax benefit (expense) on other comprehensive income (loss) | 16 | 24,514 | (7,535 | ) | (13,800 | ) | ||||||||
|
|
|
|
|
| |||||||||
Other comprehensive income (loss) for the year, net of tax | (350,794 | ) | (7,834,293 | ) | (1,990,407 | ) | ||||||||
|
|
|
|
|
| |||||||||
Total comprehensive income (loss) for the year | 4,478,897 | (785,937 | ) | (29,579,487 | ) | |||||||||
|
|
|
|
|
| |||||||||
Profit (Loss) attributable to: | ||||||||||||||
Owners of the Company | 4,827,471 | 7,183,935 | (27,592,521 | ) | ||||||||||
Non-controlling interest | 2,220 | (135,579 | ) | 3,441 | ||||||||||
|
|
|
|
|
| |||||||||
Profit (Loss) for the year | 4,829,691 | 7,048,356 | (27,589,080 | ) | ||||||||||
|
|
|
|
|
| |||||||||
Total comprehensive income (loss) attributable to: | ||||||||||||||
Owners of the Company | 4,476,742 | (633,645 | ) | (29,583,133 | ) | |||||||||
Non-controlling interest | 2,155 | (152,292 | ) | 3,646 | ||||||||||
|
|
|
|
|
| |||||||||
Total comprehensive income (loss) for the year | 4,478,897 | (785,937 | ) | (29,579,487 | ) | |||||||||
|
|
|
|
|
| |||||||||
Earnings (Loss) per share | ||||||||||||||
Basic | 27 | 0.17 | 0.20 | (0.74 | ) | |||||||||
Diluted | 27 | 0.15 | 0.19 | (0.74 | ) | |||||||||
| Attributable to Equity Holders of the Company | ||||||||||||||||||||||||||||||||
| Foreign | ||||||||||||||||||||||||||||||||
| Share Based | Currency | Non- | ||||||||||||||||||||||||||||||
| Share | Share | Accumulated | Payment | Translation | controlling | Total | ||||||||||||||||||||||||||
| Capital | Premium | Deficit | Reserve | Reserve | Total | Interest | Deficit | |||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||
Balance as at April 1, 2008 | 8,714 | 10,816,307 | (29,008,454 | ) | 340,495 | 598,294 | (17,244,644 | ) | 3,140 | (17,241,504 | ) | |||||||||||||||||||||
Total comprehensive income (loss) for the year | ||||||||||||||||||||||||||||||||
| Loss for the year | — | — | (7,346,033 | ) | — | — | (7,346,033 | ) | (2,183 | ) | (7,348,216 | ) | ||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Foreign currency translation differences | — | — | — | — | (3,121,696 | ) | (3,121,696 | ) | (625 | ) | (3,122,321 | ) | ||||||||||||||||||||
| Defined benefit plan actuarial gains (losses), net of tax | — | — | 59,149 | — | — | 59,149 | 12 | 59,161 | ||||||||||||||||||||||||
Total other comprehensive income (loss) | — | — | 59,149 | — | (3,121,696 | ) | (3,062,547 | ) | (613 | ) | (3,063,160 | ) | ||||||||||||||||||||
Total comprehensive income (loss) for the year | — | — | (7,286,884 | ) | — | (3,121,696 | ) | (10,408,580 | ) | (2,796 | ) | (10,411,376 | ) | |||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||
| Share-based payment | — | — | — | 415,704 | — | 415,704 | — | 415,704 | ||||||||||||||||||||||||
Total contributions by owners | — | — | — | 415,704 | — | 415,704 | — | 415,704 | ||||||||||||||||||||||||
Transactions with non-owners, recorded directly in equity | ||||||||||||||||||||||||||||||||
Contributions by non-owners | ||||||||||||||||||||||||||||||||
| Issue of ordinary shares by a subsidiary on exercise of share options | — | — | — | — | — | — | 3,717 | 3,717 | ||||||||||||||||||||||||
Total contributions by non-owners | — | — | — | — | — | — | 3,717 | 3,717 | ||||||||||||||||||||||||
Balance as at March 31, 2009 | 8,714 | 10,816,307 | (36,295,338 | ) | 756,199 | (2,523,402 | ) | (27,237,520 | ) | 4,061 | (27,233,459 | ) | ||||||||||||||||||||
F-5
| Attributable to Equity Holders of the Company | Non- Controlling Interest | Total Equity (Deficit) | ||||||||||||||||||||||||||||||
| Share Capital | Share Premium | Accumulated Deficit | Share Based Payment Reserve | Foreign Currency Translation Reserve | Total | |||||||||||||||||||||||||||
| (In USD) | ||||||||||||||||||||||||||||||||
Balance as at April 1, 2010 | 8,767 | 11,356,522 | (42,510,416 | ) | 7,061,910 | (872,218 | ) | (24,955,435 | ) | 4,390 | (24,951,045 | ) | ||||||||||||||||||||
Total comprehensive income (loss) for the year | ||||||||||||||||||||||||||||||||
Profit for the year | — | — | 4,827,471 | — | — | 4,827,471 | 2,220 | 4,829,691 | ||||||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
Foreign currency translation differences | — | — | — | — | (301,893 | ) | (301,893 | ) | (59 | ) | (301,952 | ) | ||||||||||||||||||||
Defined benefit plan actuarial gains (losses), net of tax | — | — | (48,836 | ) | — | — | (48,836 | ) | (6 | ) | (48,842 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total other comprehensive income (loss) | — | — | (48,836 | ) | — | (301,893 | ) | (350,729 | ) | (65 | ) | (350,794 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total comprehensive income (loss) for the year | — | — | 4,778,635 | — | (301,893 | ) | 4,476,742 | 2,155 | 4,478,897 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||
Share-based payment | — | — | — | 527,285 | — | 527,285 | — | 527,285 | ||||||||||||||||||||||||
Issue of ordinary shares on exercise of share options | 540 | 4,965,951 | — | (3,648,035 | ) | — | 1,318,456 | — | 1,318,456 | |||||||||||||||||||||||
Transfer to accumulated deficit on expiry of share options | — | — | 26,316 | (26,316 | ) | — | — | — | — | |||||||||||||||||||||||
Convertible and redeemable preference shares converted to ordinary shares at initial public offering | 6,162 | 41,179,783 | — | — | — | 41,185,945 | — | 41,185,945 | ||||||||||||||||||||||||
Issue of ordinary shares through initial public offering, net of issuance costs | 2,077 | 54,039,405 | — | — | — | 54,041,482 | — | 54,041,482 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total contributions by owners | 8,779 | 100,185,139 | 26,316 | (3,147,066 | ) | — | 97,073,168 | — | 97,073,168 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Changes in ownership interests in subsidiaries | ||||||||||||||||||||||||||||||||
Acquisition on non-controlling interest | — | — | (318,595 | ) | — | — | (318,595 | ) | (6,545 | ) | (325,140 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total changes in ownership interest in subsidiaries | — | — | (318,595 | ) | — | — | (318,595 | ) | (6,545 | ) | (325,140 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total transactions with owners | 8,779 | 100,185,139 | (292,279 | ) | (3,147,066 | ) | — | 96,754,573 | (6,545 | ) | 96,748,028 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance as at March 31, 2011 | 17,546 | 111,541,661 | (38,024,060 | ) | 3,914,844 | (1,174,111 | ) | 76,275,880 | — | 76,275,880 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
MAKEMYTRIP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY — (Continued)
| Attributable to Equity Holders of the Company | ||||||||||||||||||||||||||||||||
| Foreign | ||||||||||||||||||||||||||||||||
| Share Based | Currency | Non- | ||||||||||||||||||||||||||||||
| Share | Share | Accumulated | Payment | Translation | controlling | Total | ||||||||||||||||||||||||||
| Capital | Premium | Deficit | Reserve | Reserve | Total | Interest | Deficit | |||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||
Balance as at April 1, 2009 | 8,714 | 10,816,307 | (36,295,338 | ) | 756,199 | (2,523,402 | ) | (27,237,520 | ) | 4,061 | (27,233,459 | ) | ||||||||||||||||||||
Total comprehensive income (loss) for the year | ||||||||||||||||||||||||||||||||
| Loss for the year | — | — | (6,206,239 | ) | — | — | (6,206,239 | ) | (748 | ) | (6,206,987 | ) | ||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Foreign currency translation differences | — | — | — | — | 1,651,184 | 1,651,184 | 284 | 1,651,468 | ||||||||||||||||||||||||
| Defined benefit plan actuarial gains (losses), net of tax | — | — | (8,839 | ) | — | — | (8,839 | ) | (2 | ) | (8,841 | ) | ||||||||||||||||||||
Total other comprehensive income (loss) | — | — | (8,839 | ) | — | 1,651,184 | 1,642,345 | 282 | 1,642,627 | |||||||||||||||||||||||
Total comprehensive income (loss) for the year | — | — | (6,215,078 | ) | — | 1,651,184 | (4,563,894 | ) | (466 | ) | (4,564,360 | ) | ||||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||
| Share-based payment | — | — | — | 6,771,376 | — | 6,771,376 | — | 6,771,376 | ||||||||||||||||||||||||
| Issue of ordinary shares on exercise of share options | 53 | 540,215 | — | (465,665 | ) | — | 74,603 | — | 74,603 | |||||||||||||||||||||||
Total contributions by owners | 53 | 540,215 | — | 6,305,711 | — | 6,845,979 | — | 6,845,979 | ||||||||||||||||||||||||
Transactions with non-owners, recorded directly in equity | ||||||||||||||||||||||||||||||||
Contributions by non-owners | ||||||||||||||||||||||||||||||||
| Issue of ordinary shares by a subsidiary on exercise of share options | — | — | — | — | — | — | 795 | 795 | ||||||||||||||||||||||||
Total contributions by non-owners | — | — | — | — | — | — | 795 | 795 | ||||||||||||||||||||||||
Balance as at March 31, 2010 | 8,767 | 11,356,522 | (42,510,416 | ) | 7,061,910 | (872,218 | ) | (24,955,435 | ) | 4,390 | (24,951,045 | ) | ||||||||||||||||||||
F-6
| Attributable to Equity Holders of the Company | ||||||||||||||||||||||||||||||||||||
| Share Capital | Share Premium | Fair Value Reserves | Accumulated Deficit | Share Based Payment Reserve | Foreign Currency Translation Reserve | Total | Non- Controlling Interest | Total Equity | ||||||||||||||||||||||||||||
| (In USD) | ||||||||||||||||||||||||||||||||||||
Balance as at April 1, 2011 | 17,546 | 111,541,661 | — | (38,024,060 | ) | 3,914,844 | (1,174,111 | ) | 76,275,880 | — | 76,275,880 | |||||||||||||||||||||||||
Total comprehensive income (loss) for the year | ||||||||||||||||||||||||||||||||||||
Profit (loss) for the year | — | — | — | 7,183,935 | — | — | 7,183,935 | (135,579 | ) | 7,048,356 | ||||||||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||||||
Foreign currency translation differences | — | — | — | — | — | (7,404,331 | ) | (7,404,331 | ) | (16,713 | ) | (7,421,044 | ) | |||||||||||||||||||||||
Net change in fair value of available-for-sale financial assets | — | — | (428,937 | ) | — | — | — | (428,937 | ) | — | (428,937 | ) | ||||||||||||||||||||||||
Defined benefit plan actuarial gains, net of tax | — | — | — | 15,688 | — | — | 15,688 | — | 15,688 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total other comprehensive income (loss) | — | — | (428,937 | ) | 15,688 | — | (7,404,331 | ) | (7,817,580 | ) | (16,713 | ) | (7,834,293 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total comprehensive income (loss) for the year | — | — | (428,937 | ) | 7,199,623 | — | (7,404,331 | ) | (633,645 | ) | (152,292 | ) | (785,937 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||||||
Share-based payment | — | — | — | — | 6,951,549 | — | 6,951,549 | — | 6,951,549 | |||||||||||||||||||||||||||
Issue of ordinary shares on exercise of share options | 257 | 2,326,010 | — | — | (1,461,737 | ) | — | 864,530 | — | 864,530 | ||||||||||||||||||||||||||
Transfer to accumulated deficit on expiry of share options | — | — | — | 16,417 | (16,417 | ) | — | — | — | — | ||||||||||||||||||||||||||
Issue of ordinary shares through follow-on public offering, net of issuance costs | 773 | 36,276,441 | — | — | — | — | 36,277,214 | — | 36,277,214 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total contributions by owners | 1,030 | 38,602,451 | — | 16,417 | 5,473,395 | — | 44,093,293 | — | 44,093,293 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Changes in ownership interests in subsidiaries | ||||||||||||||||||||||||||||||||||||
Financial liability for acquisition of non-controlling interest | — | — | — | (870,934 | ) | — | — | (870,934 | ) | — | (870,934 | ) | ||||||||||||||||||||||||
Acquisition of subsidiary with non-controlling interests | — | — | — | — | — | — | — | 79,487 | 79,487 | |||||||||||||||||||||||||||
Subscription of new shares of subsidiary | — | — | — | (148,425 | ) | — | — | (148,425 | ) | 148,425 | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total changes in ownership interest in subsidiaries | — | — | — | (1,019,359 | ) | — | — | (1,019,359 | ) | 227,912 | (791,447 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total transactions with owners | 1,030 | 38,602,451 | — | (1,002,942 | ) | 5,473,395 | — | 43,073,934 | 227,912 | 43,301,846 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at March 31, 2012 | 18,576 | 150,144,112 | (428,937 | ) | (31,827,379 | ) | 9,388,239 | (8,578,442 | ) | 118,716,169 | 75,620 | 118,791,789 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) — (Continued)
| Attributable to Equity Holders of the Company | ||||||||||||||||||||||||||||||||
| Foreign | ||||||||||||||||||||||||||||||||
| Share Based | Currency | Non- | ||||||||||||||||||||||||||||||
| Share | Share | Accumulated | Payment | Translation | controlling | Total Equity | ||||||||||||||||||||||||||
| Capital | Premium | Deficit | Reserve | Reserve | Total | Interest | (Deficit) | |||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||
Balance as at April 1, 2010 | 8,767 | 11,356,522 | (42,510,416 | ) | 7,061,910 | (872,218 | ) | (24,955,435 | ) | 4,390 | (24,951,045 | ) | ||||||||||||||||||||
Total comprehensive income (loss) for the year | ||||||||||||||||||||||||||||||||
| Profit for the year | — | — | 4,827,471 | — | — | 4,827,471 | 2,220 | 4,829,691 | ||||||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Foreign currency translation differences | — | — | — | — | (301,893 | ) | (301,893 | ) | (59 | ) | (301,952 | ) | ||||||||||||||||||||
| Defined benefit plan actuarial gains (losses), net of tax | — | — | (48,836 | ) | — | — | (48,836 | ) | (6 | ) | (48,842 | ) | ||||||||||||||||||||
Total other comprehensive income (loss) | — | — | (48,836 | ) | — | (301,893 | ) | (350,729 | ) | (65 | ) | (350,794 | ) | |||||||||||||||||||
Total comprehensive income (loss) for the year | — | — | 4,778,635 | — | (301,893 | ) | 4,476,742 | 2,155 | 4,478,897 | |||||||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||
| Share-based payment | — | — | — | 527,285 | — | 527,285 | — | 527,285 | ||||||||||||||||||||||||
| Issue of ordinary shares on exercise of share options | 540 | 4,965,951 | — | (3,648,035 | ) | — | 1,318,456 | — | 1,318,456 | |||||||||||||||||||||||
| Transfer to accumulated deficit on expiry of share options | — | — | 26,316 | (26,316 | ) | — | — | — | — | |||||||||||||||||||||||
| Convertible and redeemable preference shares converted to ordinary shares at initial public offering | 6,162 | 41,179,783 | — | — | — | 41,185,945 | — | 41,185,945 | ||||||||||||||||||||||||
| Issue of ordinary shares through initial public offering, net of issuance costs | 2,077 | 54,039,405 | — | — | — | 54,041,482 | — | 54,041,482 | ||||||||||||||||||||||||
Total contributions by owners | 8,779 | 100,185,139 | 26,316 | (3,147,066 | ) | — | 97,073,168 | — | 97,073,168 | |||||||||||||||||||||||
Changes in ownership interests in subsidiaries that do not result in a loss of control | ||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | — | — | (318,595 | ) | — | — | (318,595 | ) | (6,545 | ) | (325,140 | ) | ||||||||||||||||||||
| Total changes in ownership interest in subsidiaries | — | — | (318,595 | ) | — | — | (318,595 | ) | (6,545 | ) | (325,140 | ) | ||||||||||||||||||||
Total transactions with owners | 8,779 | 100,185,139 | (292,279 | ) | (3,147,066 | ) | — | 96,754,573 | (6,545 | ) | 96,748,028 | |||||||||||||||||||||
Balance as at March 31, 2011 | 17,546 | 111,541,661 | (38,024,060 | ) | 3,914,844 | (1,174,111 | ) | 76,275,880 | — | 76,275,880 | ||||||||||||||||||||||
F-7
| Attributable to Equity Holders of the Company | ||||||||||||||||||||||||||||||||||||||||
| Share Capital | Share Premium | Reserve for Own Shares | Fair Value Reserves | Accumulated Deficit | Share Based Payment Reserve | Foreign Currency Translation Reserve | Total | Non- Controlling Interest | Total Equity | |||||||||||||||||||||||||||||||
| (In USD) | ||||||||||||||||||||||||||||||||||||||||
Balance as at April 1, 2012 | 18,576 | 150,144,112 | — | (428,937 | ) | (31,827,379 | ) | 9,388,239 | (8,578,442 | ) | 118,716,169 | 75,620 | 118,791,789 | |||||||||||||||||||||||||||
Total comprehensive income (loss) for the year | ||||||||||||||||||||||||||||||||||||||||
Profit (Loss) for the year | — | — | — | — | (27,592,521 | ) | — | — | (27,592,521 | ) | 3,441 | (27,589,080 | ) | |||||||||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation differences | — | — | — | — | — | — | (2,310,111 | ) | (2,310,111 | ) | 205 | (2,309,906 | ) | |||||||||||||||||||||||||||
Net change in fair value of available-for-sale financial assets | — | — | — | 459,047 | — | — | — | 459,047 | — | 459,047 | ||||||||||||||||||||||||||||||
Defined benefit plan actuarial loss, net of tax | — | — | — | — | (139,548 | ) | — | — | (139,548 | ) | — | (139,548 | ) | |||||||||||||||||||||||||||
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Total other comprehensive income (loss) | — | — | — | 459,047 | (139,548 | ) | — | (2,310,111 | ) | (1,990,612 | ) | 205 | (1,990,407 | ) | ||||||||||||||||||||||||||
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Total comprehensive income (loss) for the year | — | — | — | 459,047 | (27,732,069 | ) | — | (2,310,111 | ) | (29,583,133 | ) | 3,646 | (29,579,487 | ) | ||||||||||||||||||||||||||
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| |||||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||||||||||
Share-based payment | — | — | — | — | — | 11,722,188 | — | 11,722,188 | — | 11,722,188 | ||||||||||||||||||||||||||||||
Issue of ordinary shares on exercise of share options | 116 | 1,250,609 | — | — | — | (832,779 | ) | — | 417,946 | — | 417,946 | |||||||||||||||||||||||||||||
Transfer to accumulated deficit on expiry of share options | — | — | — | — | 375,845 | (375,845 | ) | — | — | — | — | |||||||||||||||||||||||||||||
Own shares acquired | — | — | (525,098 | ) | — | — | — | — | (525,098 | ) | — | (525,098 | ) | |||||||||||||||||||||||||||
Issue of ordinary shares related to business combination | 105 | 2,347,842 | — | — | — | — | — | 2,347,947 | — | 2,347,947 | ||||||||||||||||||||||||||||||
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Total contributions by owners | 221 | 3,598,451 | (525,098 | ) | — | 375,845 | 10,513,564 | — | 13,962,983 | — | 13,962,983 | |||||||||||||||||||||||||||||
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| |||||||||||||||||||||
Changes in ownership interests in subsidiaries | ||||||||||||||||||||||||||||||||||||||||
Financial liability for acquisition of non-controlling interest | — | — | — | — | (1,801,496 | ) | — | — | (1,801,496 | ) | — | (1,801,496 | ) | |||||||||||||||||||||||||||
Acquisition of subsidiary with non-controlling interests | — | — | — | — | — | — | — | — | 620,162 | 620,162 | ||||||||||||||||||||||||||||||
Acquisition of non-controlling interests | — | — | — | — | 20,871 | — | (15,493 | ) | 5,378 | (5,378 | ) | — | ||||||||||||||||||||||||||||
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Total changes in ownership interest in subsidiaries | — | — | — | — | (1,780,625 | ) | — | (15,493 | ) | (1,796,118 | ) | 614,784 | (1,181,334 | ) | ||||||||||||||||||||||||||
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Total transactions with owners | 221 | 3,598,451 | (525,098 | ) | — | (1,404,780 | ) | 10,513,564 | (15,493 | ) | 12,166,865 | 614,784 | 12,781,649 | |||||||||||||||||||||||||||
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Balance as at March 31, 2013 | 18,797 | 153,742,563 | (525,098 | ) | 30,110 | (60,964,228 | ) | 19,901,803 | (10,904,046 | ) | 101,299,901 | 694,050 | 101,993,951 | |||||||||||||||||||||||||||
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| For the Year Ended March 31 | ||||||||||||
| 2009 | 2010 | 2011 | ||||||||||
| (in USD) | ||||||||||||
Cash flows from operating activities | ||||||||||||
| Profit (Loss) for the year | (7,348,216 | ) | (6,206,987 | ) | 4,829,691 | |||||||
Adjustments for: | ||||||||||||
| Depreciation | 925,612 | 908,844 | 1,114,958 | |||||||||
| Amortisation of intangible assets | 633,075 | 660,903 | 795,679 | |||||||||
| Loss on disposal of intangible assets | 5,087 | — | 2,930 | |||||||||
| Net loss on disposal of property, plant and equipment | 232,445 | 25,501 | 80,563 | |||||||||
| Net finance (income) costs | (3,244,123 | ) | 188,770 | 1,923,935 | ||||||||
| Share based payment | 415,704 | 6,771,376 | 527,285 | |||||||||
| Income tax expense (benefit) | 5,172 | 2,838 | (2,691,721 | ) | ||||||||
| Change in inventories | (849,207 | ) | 820,830 | — | ||||||||
| Change in trade and other receivables | 2,357,064 | (5,441,867 | ) | (2,286,381 | ) | |||||||
| Change in other current assets | (1,443,180 | ) | (3,062,608 | ) | (10,253,524 | ) | ||||||
| Change in trade and other payables | 3,863,901 | 10,642,283 | 4,018,445 | |||||||||
| Change in employee benefits | 11,053 | 98,692 | 180,601 | |||||||||
| Change in deferred income | 1,382,096 | (622,769 | ) | (2,595,886 | ) | |||||||
| Change in other non-current assets | 17,167 | 49,375 | (94,512 | ) | ||||||||
| Change in other current liabilities | 78,603 | 192,135 | 1,142,508 | |||||||||
| Change in other non-current liabilities | 81,842 | 116,303 | 57,884 | |||||||||
| Income tax (paid) refund | (272,149 | ) | 87,682 | (3,084,612 | ) | |||||||
Net cash from (used in) operating activities | (3,148,054 | ) | 5,231,301 | (6,332,157 | ) | |||||||
Cash flows from investing activities | ||||||||||||
| Interest received | 591,492 | 892,861 | 2,289,667 | |||||||||
| Proceeds from sale of property, plant and equipment | 42,663 | 11,630 | 41,936 | |||||||||
| Proceeds from sale of investments | 7,793,357 | — | — | |||||||||
| Investment in term deposits (net) | (11,492,348 | ) | 3,653,559 | (2,519,501 | ) | |||||||
| Acquisition of property, plant and equipment | (636,979 | ) | (653,776 | ) | (1,272,495 | ) | ||||||
| Acquisition of other investments | (7,800,937 | ) | — | — | ||||||||
| Acquisition of intangible assets | (307,617 | ) | (452,544 | ) | (1,573,886 | ) | ||||||
Net cash from (used in) investing activities | (11,810,369 | ) | 3,451,730 | (3,034,279 | ) | |||||||
Cash flows from financing activities | ||||||||||||
| Proceeds from issue of convertible and redeemable preference shares | 15,000,174 | — | — | |||||||||
| Proceeds from issuance of shares on exercise of share options | 3,717 | 75,398 | 1,318,456 | |||||||||
| Direct cost incurred in relation to intial public offering | — | — | (6,198,945 | ) | ||||||||
| Proceeds from issuance of ordinary shares through intial public offering | — | — | 58,153,844 | |||||||||
| Acquisition of non-controlling interests | — | — | (325,140 | ) | ||||||||
| Proceeds from (repayment) of secured bank loans | (5,677 | ) | 104,935 | 64,605 | ||||||||
| Payment of finance lease liabilities | (47,651 | ) | (73,453 | ) | (61,162 | ) | ||||||
| Interest paid | (630,789 | ) | (316,923 | ) | (588,299 | ) | ||||||
Net cash from (used in) financing activities | 14,319,774 | (210,043 | ) | 52,363,359 | ||||||||
Increase (Decrease) in cash and cash equivalents | (638,649 | ) | 8,472,988 | 42,996,923 | ||||||||
| Cash and cash equivalents at beginning of the year | (2,403,039 | ) | (2,442,385 | ) | 5,345,460 | |||||||
| Effect of exchange rate fluctuations on cash held | 599,303 | (685,143 | ) | (468,039 | ) | |||||||
Cash and cash equivalents at end of the year | (2,442,385 | ) | 5,345,460 | 47,874,344 | ||||||||
Supplementary information | ||||||||||||
| Additions to property, plant and equipment represented by finance lease obligations | 34,525 | 78,809 | — | |||||||||
F-8
| For the year ended March 31 | ||||||||||||
| 2011 | 2012 | 2013 | ||||||||||
| (in USD) | ||||||||||||
Cash flows from operating activities | ||||||||||||
Profit (Loss) for the year | 4,829,691 | 7,048,356 | (27,589,080 | ) | ||||||||
Adjustments for: | ||||||||||||
Depreciation | 1,114,958 | 1,651,252 | 1,748,153 | |||||||||
Amortisation of intangible assets | 795,679 | 1,138,902 | 2,004,590 | |||||||||
Loss on disposal of intangible assets | 2,930 | — | — | |||||||||
Loss on disposal of assets held for sale | — | — | 44,766 | |||||||||
Loss on disposal of property, plant and equipment | 80,563 | 71,446 | 25,560 | |||||||||
Gain on license of software | — | — | (83,404 | ) | ||||||||
Net finance costs | 1,923,935 | 2,969,193 | 741,923 | |||||||||
Share of loss of equity-accounted investee | — | 65,957 | 186,130 | |||||||||
Share based payment | 527,285 | 6,894,450 | 11,667,188 | |||||||||
Income tax (benefit) expense | (2,691,721 | ) | (6,078,146 | ) | 8,599,023 | |||||||
Change in inventories | — | (2,551,027 | ) | 736,545 | ||||||||
Change in trade and other receivables | (2,286,381 | ) | (8,795,720 | ) | (2,089,017 | ) | ||||||
Change in other current assets | (10,253,524 | ) | (6,346,230 | ) | (998,922 | ) | ||||||
Change in trade and other payables | 4,018,445 | 18,300,016 | 20,521,878 | |||||||||
Change in employee benefits | 180,601 | 123,267 | 221,858 | |||||||||
Change in deferred income | (2,595,886 | ) | — | (1,886 | ) | |||||||
Change in other non-current assets | (94,512 | ) | (278,743 | ) | (98,915 | ) | ||||||
Change in other current liabilities | 1,142,508 | 257,295 | 358,341 | |||||||||
Change in other non-current liabilities | 57,884 | 6,120 | (429,352 | ) | ||||||||
Income tax paid | (3,084,612 | ) | (3,597,454 | ) | (1,969,482 | ) | ||||||
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| |||||||
Net cash from (used in) operating activities | (6,332,157 | ) | 10,878,934 | 13,595,897 | ||||||||
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| |||||||
Cash flows from investing activities | ||||||||||||
Interest received | 2,289,667 | 928,687 | 3,431,647 | |||||||||
Proceeds from sale of property, plant and equipment | 41,936 | 21,265 | 164,839 | |||||||||
Investment in term deposits (net) | (2,519,501 | ) | (29,852,568 | ) | (4,274,880 | ) | ||||||
Acquisition of property, plant and equipment | (1,272,495 | ) | (5,538,589 | ) | (2,890,055 | ) | ||||||
Payment for business acquisition, net of cash acquired | — | (2,446,455 | ) | (9,643,148 | ) | |||||||
Acquisition of equity-accounted investee | — | (1,022,913 | ) | (642,000 | ) | |||||||
Acquisition of other investment | — | (4,845,480 | ) | — | ||||||||
Acquisition of intangible assets | (1,573,886 | ) | (3,468,503 | ) | (4,094,471 | ) | ||||||
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| |||||||
Net cash used in investing activities | (3,034,279 | ) | (46,224,556 | ) | (17,948,068 | ) | ||||||
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| |||||||
Cash flows from financing activities | ||||||||||||
Repurchase of own shares | — | — | (525,098 | ) | ||||||||
Proceeds from issuance of shares on exercise of share options | 1,318,456 | 864,530 | 417,946 | |||||||||
Direct cost incurred in relation to public offerings | (6,198,945 | ) | (1,725,428 | ) | — | |||||||
Proceeds from issuance of ordinary shares through public offerings | 58,153,844 | 37,122,648 | — | |||||||||
Acquisition of non-controlling interests | (325,140 | ) | — | (792,982 | ) | |||||||
Proceeds from (repayment of) bank loans | 64,605 | (158,486 | ) | 109,175 | ||||||||
Payment of finance lease liabilities | (61,162 | ) | (63,657 | ) | (120,633 | ) | ||||||
Interest paid | (588,299 | ) | (806,790 | ) | (482,389 | ) | ||||||
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| |||||||
Net cash from (used in) financing activities | 52,363,359 | 35,232,817 | (1,393,981 | ) | ||||||||
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|
|
| |||||||
Increase (decrease) in cash and cash equivalents | 42,996,923 | (112,805 | ) | (5,746,152 | ) | |||||||
Cash and cash equivalents at beginning of the year | 5,345,460 | 47,874,344 | 43,798,230 | |||||||||
Effect of exchange rate fluctuations on cash held | (468,039 | ) | (3,963,309 | ) | (2,417,121 | ) | ||||||
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| |||||||
Cash and cash equivalents at end of the year | 47,874,344 | 43,798,230 | 35,634,957 | |||||||||
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| |||||||
Supplementary information | ||||||||||||
Additions to property, plant and equipment represented by finance lease obligations | — | 31,884 | — | |||||||||
| 1) | |
| REPORTING ENTITY |
MakeMyTrip Limited (the “Company”“Parent Company”) is a Company domiciled in Mauritius. The address of the Company’s registered office is Multiconsult Limited, Rogers House, 5 President John Kennedy Street, Port Louis, Mauritius. The consolidated financial statements of the Company comprise the Company andtogether with its subsidiaries (together referred to asand equity accounted investees (collectively, “the Company” or the “Group” and individually as “Group entities”). The Company has two subsidiaries: MakeMyTrip (India) Private Limited and MakeMyTrip.com Inc, incorporated in India and the United States of America (U.S.) on April 13, 2000 and June 30, 2000, respectively.
On August 17, 2010, the Company completed the initial public offering of its ordinary shares on National Association of Securities Dealers Automated Quotation System (NASDAQ), pursuant to which the Company issued and sold 3,846,154 ordinary shares and certain of its existing shareholders (referred to as the “Selling Shareholders”) sold 1,153,846 ordinary shares at a price of USD 14 per share. The offering resulted in gross proceeds of USD 53,846,156 and net proceeds of USD 50,076,925 to the Company and gross proceeds of USD 16,153,844 and net proceeds of USD 15,023,075 to the Selling Shareholders, after deducting underwriting discounts and commissions. The underwriters exercised their option to purchase 307,692 additional ordinary shares from the Company and 442,308 additional ordinary shares from the Selling Shareholders at the initial offering price of USD 14 per share to cover over-allotments, resulting in additional gross proceeds of USD 4,307,688 and net proceeds of USD 4,006,150 to the Company and additional gross proceeds of USD 6,192,312 and net proceeds of USD 5,758,850 to the Selling Shareholders, after deducting underwriting discounts and commissions.
On August 17, 2010, 6,577,260 Series A convertible and redeemable preference share of a par value USD 0.0005 each, 2,966,300 Series B convertible and redeemable preference share of a par value USD 0.0005 each, and 2,780,900 Series C convertible and redeemable preference share of a par value USD 0.0005 each were converted into 12,324,460 ordinary shares of a par value USD 0.0005 each by the holders of such preference shares.
On June 2, 2011, the Company completed the follow-on public offering of its ordinary shares on NASDAQ, pursuant to which the Company issued and sold 1,450,000 ordinary shares and certain of its existing shareholders (referred to as the “Selling Shareholders”) sold 3,794,000 ordinary shares at a price of USD 24 per share. The offering resulted in gross proceeds of USD 34,800,000 and net proceeds of USD 33,669,000 to the Company and gross proceeds of USD 91,056,000 and net proceeds of USD 88,096,680 to the Selling Shareholders, after deducting underwriting discounts and commissions. Additionally, the Company incurred offering related expenses of approximately USD 518,942. Further on June 29, 2011, the underwriters exercised their option to purchase 96,777 additional ordinary shares from the Company and 253,223 additional ordinary shares from the Selling Shareholders at the follow-on offering price of USD 24 per share to cover over-allotments, resulting in additional gross proceeds of USD 2,322,648 and net proceeds of USD 2,247,162 to the Company and additional gross proceeds of USD 6,077,352 and net proceeds of USD 5,879,838 to the Selling Shareholders, after deducting underwriting discounts and commissions.
In December 2012, the Company purchased 40,142 of its own shares from the open market at the prevailing market price at different dates for USD 525,098, including directly attributable costs.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 2) | |
| BASIS OF PREPARATION |
| (a) | Statement of Compliance |
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Accounting policies have been applied consistently to all periods presented in these financial statements.
The consolidated financial statements were authorized for issue by the Group’s Board of Directors in its meeting held on May 11, 2011.
F-9
| (b) | Basis of Measurement |
derivative financial instruments are measured at fair value;
non-derivative financial instruments at fair value through profit or loss are measured at fair value;
share-based payments are valued using the Black Scholes valuation model at the date the options are granted;
long term interest free security deposits are measured at fair value;
Available-for-sale financial assets are measured at fair value; and
| (c) | ||
These consolidated financial statements are presented in U.S. dollar (USD).
A Company’s functional currency is the currency of the primary economic environment in which an entity operates and is normally the currency in which the entity primarily generates and expends cash. USD is the functional currency of the Company and its subsidiary, MakeMyTrip.com Inc as it is the currency of the primary economic environment in which those entities operate. MakeMyTrip (India) Private Limited primarily operates its business in Indian Rupee (INR) and thus, INR has been determined to be the functional currency of MakeMyTrip (India) Private Limited.
| (d) | Use of Estimates and Judgements |
The preparation of consolidated financial statements in conformity with IFRS require management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Information about significant areas of estimation/uncertainty in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are as follows:
• | ||||
| Available for sale financial assets | ||||
• | Note 3(e) and 17 | Property, plant and equipment | ||
• | Note | Useful life of intangible assets | ||
• | Note | Employee benefit plans | ||
• | Note | Income taxes | ||
• | Note | Provisions and contingent liabilities | ||
• | Note | Valuation of derivatives | ||
• | Note | Share based payment | ||
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:
• | ||||
• | Note | Measurement of defined benefit obligations | ||
F-10
| 3) | |
| SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
| (a) | Basis of Consolidation |
| i) | Subsidiaries |
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the datesdate that control ceases.
| ii) | Investment in Associates (Equity Accounted Investees) |
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating polices. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.
Investments in associates are accounted for using the equity method and are recognised initially at cost. The cost of investment includes transaction costs.
The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity accounted investees, other adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.
| iii) | Transactions Eliminated on Consolidation |
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
(b) Foreign CurrencyMAKEMYTRIP LIMITED
i) Foreign Currency TransactionsNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| (b) | Business Combinations |
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration, if any. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business combination are expensed as incurred.
| (c) | Foreign Currency |
| i) | Foreign Currency Transactions |
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Foreign currency differences arising on translation are recognized in profit or loss.
| ii) | Foreign Operations |
The assets and liabilities of foreign operations, including goodwill and fair value adjustment arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at an average exchange rate applicable during the period.
Foreign currency differences are recognized in other comprehensive income as foreign currency translation reserve (FCTR). However, if the operation is a non-wholly owned subsidiary, thanthen the relevant proportionate share of the translation difference is allocated to non-controlling interest. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal.
| (d) | Financial Instruments |
| i) | Non-Derivative Financial Assets |
The Group initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The financial assets are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
F-11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Financial assets and liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
The Group has the following non-derivative financial assets which are classified into the following specified categories: ‘trade and other receivables’, ‘available for sale’ and ‘term deposits’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Trade and other Receivables
Trade and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition trade and other receivables are measured at amortized cost using the effective interest method, less any impairment losses.
Trade receivables are initially recognized at fair value which primarily represents original invoice amount less any impairment loss or an allowance for any uncollectible amounts. Provision is made when there is objective evidence that the Group may not be able to collect the trade receivable. Balances are written off when recoverability is assessed as being remote.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Available-for-sale Financial Assets
Available-for-sale
financial assets are non-derivative financial assets that are either designated asavailable-for-sale or are not classified in any of the other categories. Available-for-sale financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses are recognized in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognized, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.Term Depositsdeposits
Term deposits comprise deposits with banks, which have original maturities of more than three months. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition term deposits are measured at amortized cost using the effective interest method, less any impairment losses.
| ii) | Non Derivative Financial Liabilities |
The Group recognizes financial liabilities initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Financial assets and liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
The Group has the following non-derivative financial liabilities: loans and borrowings, bank overdraft, other current and non-current liabilities and trade and other payables. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.
F-12
| iii) | Share Capital |
iii) Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity.
iv) Compound Financial InstrumentsRepurchase and reissue of share capital (treasury shares)
When share capital recognized as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserve for own shares.
| iv) | Compound Financial Instruments |
Compound financial instruments issued by the Group comprise convertible and redeemable preference shares with discretionary, non cumulative dividend that can be converted to ordinary share capital at the option of the holder. One preference share can be converted into one ordinary share. This compound instrument also has an adjustment clause that represents a price protection feature that protects the original preference shareholders from decline in the market value of the Group’s securities. This clause may result in the entity issuing variable number of preference shares on conversion hence, represents a liability.
Equity instruments are instruments that evidence a residual interest in the assets of an entity after deducting all of its liabilities. Therefore, when the initial carrying amount of a compound financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The value of any derivative features (such as conversion option) embedded in the compound financial instrument other than the equity component is included in the liability component. The sum of the carrying amounts assigned to the liability and equity components on initial recognition is always equal to the fair value that would be ascribed to the instrument as a whole. No gain or loss arises from initially recognizing the components of the instrument separately.
The fair value of the financial liability has been initially recognized at the amount payable on demand, discounted from the first date that the amount could be required to be paid.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The equity component is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component (including the embedded derivative liability). From the liability component that includes the embedded derivative liability, the fair value of the derivative liability is separated and the balance host contract is accounted as a non-derivative liability. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the non-derivative liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition. Separable embedded derivatives are recognized in accordance with accounting policy as per note 3(c)3(d)(v).
Interest, dividends, losses and gains relating to the financial liability are recognized in profit or loss. Distributions to the equity holders are recognized in equity, net of any tax benefit.
| v) | Derivative financial instruments |
The Group has an embedded derivative feature in its preference share capital.capital and in its investment in equity-accounted investees. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Fair value of the derivative is determined on the inception using an appropriate valuation method. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted in profit or loss.
F-13
| (e) | Property, Plant and Equipment |
| i) | Recognition and Measurement |
Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within “other revenue/other operating expenses” in profit or loss.
Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date and the cost of property, plant and equipment not ready to use before such date are disclosed under property, plant and equipment.
| ii) | Subsequent Costs |
Subsequent expenditure is recognized as an increase in the carrying amount of the asset when it is probable that future economic benefits deriving from the cost incurred will flow to the enterprise and the cost of the item can be reliably determined. The carrying amount of the replaced part is derecognized. The costs of theday-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.
iii) DepreciationMAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| iii) | Depreciation |
Depreciation is calculated over the depreciable amount, which is the cost of an asset or other amount substituted for cost, less its residual value.
Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives for each component of property, plant and equipment since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets whereare depreciated over the group is reasonably certain that it will obtain ownership by endshorter of the lease term are depreciated over theand their useful lives.
The estimated useful lives for the current and comparative periods are as follows:
• Computers | 5 years | |||
• Furniture and fixtures | 6 years | |||
• Office equipments | 7 years | |||
• Motor vehicles | 7 years | |||
• Diesel generator sets | 7 years |
Leasehold improvements are depreciated over the lease term or useful lives, whichever is shorter.
Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted as appropriate.
| (f) | Intangible Assets |
| i) | Goodwill |
Goodwill represents excess of the cost of acquisition over the Group’s share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the excess is negative, a bargain purchase gain is recognized immediately in the profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.
| ii) | Website Development Cost |
Website development costs incurred by the Group having finite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes expenses incurred during the
F-14
Expenditure on research activities are recognized in profit or loss as incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset.
Incidental operations are not necessary to bring an asset to the condition necessary for it to be capable of operating in the manner intended by management, the income and related expenses of incidental operations are recognized immediately in profit or loss, and included in their respective classifications of income and expense.
ii) Other Intangible AssetsMAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| iii) | Other Intangible Assets |
Other intangible assets comprise software that are acquired by the Group which haveand intangible assets acquired in a business combination.
Software has finite useful lives areand is measured at cost less accumulated amortization and accumulated impairment losses. Cost includes any directly attributable incidental expenses necessary to make the assets ready for use.
Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses, if any.
| iv) | Subsequent Expenditure |
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
| v) | Amortization |
Amortization
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.
The estimated useful lives for the current and comparative periods are as follows:
• Website development costs | 5 years | |||
• Software | 5 years | |||
• Customer – related intangible assets | 8-10 years | |||
• Contract – related intangible assets | 5-6 years | |||
• Marketing – related intangible assets | 8-10 years |
Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted as appropriate.
| (g) | Assets Held for Sale |
Non-current assets that are expected to be recovered primarily through sale rather than continuing use are classified as held for sale. Immediately before classification as held for sale the assets are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets are remeasured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated.
(f) InventoriesMAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| (h) | Inventories |
Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated selling expenses.
| (i) | Impairment |
| i) | Financial assets (Including Receivables) |
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not otherwise consider, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a security.
F-15
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognized through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Impairment losses onavailable-for-sale investment securities financial assets are recognized by transferringreclassifying the cumulative loss that has been recognized in other comprehensive income, and presentedlosses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is removedreclassified from other comprehensive income and recognized inequity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously recognized in profit or loss. Changes in cumulative impairment provisionslosses attributable to time valueapplication of the effective interest method are reflected as a component ofon interest income.
| ii) | Non-Financial Assets |
The carrying amounts of the Group’s non-financial assets, primarily property, plant and equipment, website development cost, software and softwareother intangible assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The recoverable amount of an asset or cash-generating unitCGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assumptions of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”).
Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs willare allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the unitCGU (group of units)CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is reversed if there has been a change in the estimates used to determine the recoverable amount. Annot reversed. For other assets an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
| (j) | Employee Benefit Plans |
(h) Employee Benefit Plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as a personnel expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.
ii) Defined Benefit Plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s gratuity scheme is a defined benefit plan.
F-16
The Group’s net obligation in respect of defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognized past service costs are deducted. The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed half yearly by a qualified actuary using the projected unit credit method.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
iii) Other Long-term Employee Benefits
Benefits under the Group’s compensated absences constitute other long term employee benefits.
The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized in profit or loss in the period in which they arise.
iv) Short-term Employee Benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
v) Share Based Payment
The grant date fair value of share-based payment awards granted to employees is recognized as a personnel expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. The increase in equity recognized in connection with a share based payment transaction is presented in the share based payment reserve, a separate component in equity.
| (k) | Provisions and Contingent Liabilities |
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
F-17
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
(j) RevenueMAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| (l) | Revenue |
The Group provides travel products and services to leisure and corporate travelers in India and abroad. The revenue from rendering these services is recognized in the income statement at the time when significant risk and rewards are transferred to the customer. This is generally the case: 1) on the date of departure for tours and packages 2) date of check in tofor hotel booking business and 3) on the issuance of the ticket in the case of sale of airline tickets.
Income from the sale of airline tickets is recognized as an agent on a net commission earned basis, as the Group does not assume any performance obligation post the confirmation of the issuance of an airline ticket to the customer. Similarly, any commission earned on hotel reservations booked is being recognized on a net basis as an agent on the date of check in.
In case where the Company purchase airline tickets and assumes inventory risk, income from the sale of such airline tickets is accounted on gross basis as the Group is determined to be the primary obligator in this arrangement.
Incentives from airlines are recognized when the performance obligations under the incentive schemes are achieved.
Income from tours and packages, including income on airline tickets sold to customers as a part of tours and packages is accounted on gross basis as the Group is determined to be the primary obligor in the arrangement i.e., the risks and responsibilities are taken by the Group including the responsibility for delivery of services.
Income from other sources, primarily comprising advertising revenue, income from sale of rail and bus tickets and fees for facilitating website access to a travel insurance company are being recognized as the services are being performed. Income from the sale of rail and bus tickets is recognized as an agent on a net commission earned basis, as the Group does not assume any performance obligation post the confirmation of the issuance of the ticket to the customer.
Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of airline tickets, revenue recognized in respect of commissions earned by our company on such tickets is reversed and is net off from our revenue earned during the fiscal period at the time the cancellation is made by our customers. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of hotelstours and packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the availing of services by the customer.
| (m) | Advertisement and Business Promotion Costs |
Advertising and business promotion costs primarily comprise of internet, television, radio and print media advertisement costs as well as event driven promotion cost for Group’s products and services. Such costs are the amount paid to or accrued towards advertising agencies or direct service providers for advertising on websites,
F-18
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| (n) | Leasing Arrangements |
(l) Leasing Arrangements as a Lessee
On initial recognition, assets held under finance leases are recorded as property, plant and equipment and the related liability is recognized under borrowings. At inception of the lease, finance leases are recorded at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Minimum lease payments under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.
The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Accounting for Operating Leases
Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. Lease incentives received are recognized as a reduction of the lease expense, over the term of the lease.
| (o) | Finance Income and Expenses |
Finance income comprises interest income on funds invested (includingavailable-for-sale financial assets),and net gain on change in fair value of embedded derivatives and gains on the disposal ofavailable-for-sale financial assets.derivatives. Interest income is recognized as it accrues in profit or loss, using the effective interest method.
Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, losses on disposal of available-for-sale financial assets, net loss on change in fair value of embedded derivatives initial public offering costs related to listing of existing shares and impairment losses recognized on financial assets, including trade and other receivables. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.
Foreign currency gains and losses are reported on a net basis.
| (p) | |
| Income Taxes |
Income tax expense comprises current and deferred taxes. Current and deferred tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized in equity or in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
F-19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A deferred tax asset is recognized for unused tax losses and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.
| (q) | |
| Earning (Loss) Per Share |
The Group presents basic and diluted earnings (loss) per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding adjusted for the effects of all potential dilutive ordinary shares which comprise convertible and redeemable preference shares and share options granted to employees.
| (r) | |
| Operating Segment |
In accordance with IFRS 8 —– Operating Segment, the operating segments used to present segment information are identified on the basis of internal reports used by the Group’s management to allocate resources to the segments and assess their performance. An operating segment is a component of the Group that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. Results of the operating segments are reviewed regularly by the leadership team, which has been identified as the CODM, to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available.
The Group has two reportable segments:segments, i.e. air ticketing and hotels and packages. Accordingly, the Group has made relevant entity-wide disclosures (Refer to Note 6).
Segment results that are reported to the CODM include items directly attributable to a segment.
Revenue directly attributable to the segments is considered segment revenue. Segment revenue of the hotelsIncome from tours and packages segment is measured on a gross basis except for onlyand any commission earned on hotel reservation, whichreservations booked is recordedbeing recognized on a net basis.basis as an agent on the date of check in. Segment revenue of air ticketing segment is measured on a net basis except for the sale of airline tickets where the Group assumes inventory risks in which case it is measured on a gross basis.
Service cost includes cost of airline tickets, amounts paid to hotels and other service providers. Operating expenses other than service cost have not been allocated to the operating segments and are treated as unallocated/ common expenses. For the purposes of the CODM review, the measure of segment revenue as reduced by service cost is a key operating metric, which is sufficient to assess performance and make resource allocation decisions.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment capital expenditure does not include cost incurred during the period to acquire property, plant and equipment, goodwill and intangible assets as they cannot be allocated to segments and is not reviewed by the CODM.
Segment assets do not include property, plant and equipment, goodwill, intangible assets, trade and other receivables, term deposits, current tax assets, corporate assets, other current assets and other non-current assets as they cannot be allocated to segments and are not reviewed by the CODM.
Segment liabilities do not include trade and other payables, employee benefits, accrued expenses, deferred income, embedded derivatives, loans and borrowings and other liabilities as they cannot be allocated to segments and are not reviewed by the CODM.
| (s) | |
| New Accounting Standards and Interpretations |
IFRS 9 ‘Financial Instruments’‘Financial Instruments’, is part of the IASB’s wider project to replace IAS 39 ‘Financial‘Financial Instruments: Recognition and Measurement’Measurement’. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets, amortized cost and fair value. The basis of classification
F-20
IFRS 10, ‘Consolidated Financial Statements’, which replaces parts of IAS 27, ‘Consolidated and Separate Financial Statements and all of SIC-12, ‘Consolidation – Special Purpose Entities’, builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. Except as specified in IFRS 10.C2A-C6, the standard is required to IFRS-be applied retrospectively, in accordance with IAS 8 for annual periods beginning on or after January 1, 2013. The remainder of IAS 27, ‘Separate Financial Statements’, now contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates only when an entity prepares separate financial statements and is therefore not applicable in preparing the Group’s consolidated financial statements. The Group will be adopting IFRS 10 effective April 1, 2013. The Group has evaluated the requirements of IFRS 10 and these requirements are not expected to have a material impact on the consolidated financial statements.
IFRS 11 Joint Arrangements determines the nature of an arrangement by focusing on the rights and obligations of the arrangement, rather than its legal form. IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities-Non-monetary Contributions by Venturers. IFRS 11 addresses only forms of joint arrangements (joint operations and joint ventures) where there is joint control whereas IAS 31 had identified three forms of joint ventures, namely jointly controlled operations, jointly controlled assets and jointly controlled entities. The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities, which is the equity method. IFRS 11 is required to be applied retrospectively for annual periods beginning on or after January 1, 2013. The Group has evaluated the requirements of IFRS 11 and these requirements are not expected to have a material impact on the consolidated financial statements.
IFRS 12, ‘Disclosure of Interest in Other Entities’, is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The standard includes disclosure requirements for entities covered under IFRS 10 and IFRS 11. IFRS 12 is required to be applied retrospectively for annual periods beginning on or after January 1, 2013. The Group will be adopting IFRS 12 effective April 1, 2013. The Group has evaluated the requirements of IFRS 12 and these requirements are not expected to have a material impact on the consolidated financial statements.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
IFRS 13, ‘Fair Value Measurement’, provides guidance on how fair value should be applied where its use is already required or permitted by other standards within IFRS, including a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. The standard is required to be applied prospectively for annual periods beginning on or after January 1, 2013. The Group is required to adopt IFRS 13 by accounting year commencing April 1, 2013 and has evaluated the requirements of IFRS 13, and these requirements are not expected to have a material impact on the consolidated financial statements.
IAS 1 (Amended) Presentation of Financial Statements: In May 2010,June 2011, the IASBInternational Accounting Standard Board published “Improvements to IFRSs 2010” — a collection of eleven amendments to six InternationalIAS 1 Presentation of Financial Reporting Standards — as part of its program of annual improvements to its standards, which is intended to make necessary, but non-urgent,Statements. The amendments to standardsIAS 1 Presentation of Financial Statements require companies preparing financial statements in accordance with IFRS to group items within other comprehensive income that willmay be reclassified to the profit or loss separately from those items which would not be included as partrecyclable in the profit or loss section of another major project. the income statement. It also requires the tax associated with items presented before tax to be shown separately for each of the two groups of other comprehensive income items (without changing the option to present items of other comprehensive income either before tax or net of tax).
The amendments resulting from this standard mainly have effective dates foralso reaffirm existing requirements that items in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive statements. This amendment is applicable retrospectively to annual periods beginning on or after July 1, 2010, although entities are permitted to adopt them earlier.2012, with early adoption permitted. The Group is evaluatingrequired to adopt IAS 1 (Amended) by accounting year commencing April 1, 2013. The Group has evaluated the impactrequirements of these amendmentsIAS 1 (Amended) and the Group does not believe that the adoption of IAS 1 (Amended) will have a material effect on the Group’sits consolidated financial statements.
IAS 24, “Related Party Disclosure (revised 2009)”,requires disclosure of related party relationships, transactions and outstanding balances, including commitments, in the consolidated and separate financial statements of a parent, venturer or investor presented in accordance with19 (Amended) Employee Benefits: In June 2011, International Accounting Standards Board issued IAS 27 Consolidated and Separate Financial Statements. This Standard also applies19 (Amended), Employee Benefits. The standard is required to individual financial statements. These amendments are effectivebe applied retrospectively for accountingannual periods beginning on or after January 1, 2011.2013, with early application is permitted.
IAS 19 (Amended) has eliminated an option to defer the recognition of gains and losses through re-measurements and requires such gain or loss to be recognized through other comprehensive income in the year of occurrence to reduce volatility. The amended standard requires immediate recognition of effects of any plan amendments. Further, it also requires expected return on plan assets recognized in profit or loss to be restricted to government bond yields or corporate bond yields, considered for valuation of Projected Benefit Obligation, irrespective of actual portfolio allocations. The actual return from the portfolio in excess of or less than such yields is recognized through other comprehensive income.
These amendments enhance the disclosure requirements for defined benefit plans by requiring information about the characteristics of defined benefit plans and risks that entities are exposed to through participation in those plans.
The amendments need to be adopted retrospectively. The Group is evaluatingrequired to adopt IAS 19 (Amended) by accounting year commencing April 1, 2013. The Group has evaluated the impactrequirements of IAS 19 (Amended) and these amendmentsrequirements are not expected to have a material impact on the Group’s consolidated financial statements.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 4) | |
| DETERMINATION OF FAIR VALUES |
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
| a) | Property, Plant and Equipment |
The fair value of property, plant and equipment recognized as a result of a business combination is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of property, plant and equipment is based on the market approach and cost approaches using the quoted market prices for similar items when available and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.
| Intangible Assets |
The fair value of trademark acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a result of the trademark being owned. The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows. The fair value of non-compete agreements acquired in a business combination is determined using the comparative income differential method. The fair value of website acquired in a business combination is determined using the replacement cost method.
The fair value of other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.
| c) | Non Derivative Financial Liabilities |
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. The market rate of interest is determined on the basis of internal rate of returns on the financial liabilities. In respect of the liability component of convertible and redeemable preference shares, the market rate of interest is determined onby reference to the basis of internal rate of returns on the convertible and redeemable preference shares.similar liabilities that do not have a conversion option. For finance leases, the market rate of interest is equivalentdetermined by reference to interest rate mentioned in thesimilar lease agreement.
| d) | |
| Share Based Payment Transactions |
The fair value of the employee share options is measured using the Black-Scholes formula. Measurement inputs include share price on grant date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general behavior of the option holder), expected dividends and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| e) | |
| Trade and other Receivables |
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. The fair value is determined for disclosure purposes only.
| f) | |
| Separable Embedded Derivative |
The fair value of the separable embedded derivative in its preference share capital is measured using the binomial lattice model. Measurement inputs include share price on measurement date, expected term of the instrument, anti dilution price of different class of convertible and redeemable preference shares, risk free rate (based on government bond), expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly
F-21
The fair value of the separable embedded derivative in its investment in equity-accounted investees is measured using the black-scholes model. Measurement inputs include share price, exercise price, volatility, interest rate and expected term.
| g) | Equity Securities |
The fair value of equity securities is determined using a valuation technique. Valuation techniques employed include market multiples and discounted cash flows analysis using expected future cash flows and a market related discount rate.
| 5) | FINANCIAL RISK MANAGEMENT |
Overview
In the normal course of its business, the Group is exposed to liquidity, credit and market risk (interest rate and foreign currency risk).
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objectiveapproach to managing liquidity is to ensure, as far as possible, that it is ablewill always have sufficient liquidity to meet its requirements for funds on a timely basis. The Group regularly monitors its liquidity to keep it at adequate levels, with periodic reportsliabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the chief operating decision maker. Historically, the Group has been financed by a combination of equity and preference shares. Such investments were substantially made by strategic investors who have invested based on long term potential of the Group. Any requirement for funds for working capital needs and current losses has been met by such investors from time to time.
To ensure smooth operations, the Group has invested surplus funds in term deposits with banks and has taken overdraft facility against them.
Credit Risk
The Group’s exposure to credit risk is limited, as its customer base consists of a large number of customers and the majority of its collections from customers are made on an upfront basis at the time of consummation of the transaction. There is limited credit risk on sales made to corporate customers, incentives due from the airlines and its Global Distribution System (GDS) provider. The Group has not experienced any significant default in recovery from such customers.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Additionally, the Group places its cash and cash equivalents and term deposits with banks with high investment grade ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluation of the credit worthiness of the banks with which it does business. Given the high credit ratings of these financial institutions, the Group does not expect these financial institutions to fail in meeting their obligations. The maximum exposure to credit risk is represented by the carrying amount of each financial asset.
Foreign Currency Risk
The Group incurs foreign currency risk primarily in respect of revenue denominated in a currency other than the functional currency of MakeMyTrip (India) Private Limited (Indian subsidiary) in which the transaction takes place. On a consolidated basis, the Group is primarily exposed to foreign currency fluctuations between the USD and INR. INR being the functional currency of its Indian subsidiary.
Approximately 7.19%3.82% of the Group’s revenues generated by its Indian subsidiary for the fiscal year ended March 31, 20112013 (March 31, 2010: 9.13%2012: 4.42% and March 31, 2009: 3.44%2011: 7.19%) were generated outside India and were received in USD.
The Group currently does not have hedging or similar arrangements with any counter-party to cover its foreign currency exposure fluctuations in foreign exchange rates.
Interest Rate Risk
A majority of the financing of the Group has come from a mix of ordinary or convertible and redeemable preference shares with nominal dividends and an overdraft facility with banks. The interest rates on the overdraft facility availed by the Group are marginally higher than the interest rates on term deposits with the banks. Accordingly, there is limited interest rate risk.
F-22
The Group is dependent on its ability to maintain existing and new arrangements with its suppliers. Adverse changes in existing relationships, increasing industry consolidation or Group’s inability to enter into new arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of travel products and services that Group is able to offer, which in turn could adversely affect the Group’s business and financial performance.
The Indian travel market is intensely competitive. Factors affecting the Group’s competitive success include, among others: price, availability and breadth of travel products, ability to package and customize travel products, brand recognition, customer service and customer care, service fees, ease of use, accessibility and reliability. If the Group is not able to compete effectively on any of these factors, the Group’s business and results of operations may be adversely affected.
The Group’s business and financial performance are affected by the health of the Indian as well as worldwide travel industry, including changes in supply and pricing. Events specific to the air travel industry that could negatively affect the Group’s business include continued fare increases, travel-related strikes or labor unrest, fuel price volatility. The Group is also affected by economic conditions worldwide and in India, as poor economic conditions generally result in a reduction in travel volumes.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 6) | |
| OPERATING SEGMENTS |
The Group has two reportable segments, as described below, which are the Group’s Lines of Business (LoBs). The LoBs offer different products and services, and are managed separately because the nature of products and method used to distribute the services are different. For each of these LoBs, the Group’s Leadership team comprising of Group Chief Executive Officer, Group Chief Commercial Officer, Group Chief Financial and Operating Officer, Chief Financial Officer, Chief Marketing Officer,Group Chief Innovation Officer, Group Chief Products Officer, Group Chief Technology Officer, Group Chief Business Officer – Holidays, Group Chief Business Officer – International Market, Senior Vice President — Technology,– Finance & Accounts and Senior Vice President — Out Bound Tours, Senior Vice President — Domestic Packages and Vice President —– Human Resources reviews internal management reports. Accordingly, the Leadership team is construed to be the Chief Operating Decision Maker (CODM). LoBs assets, liabilities and expenses (other than service cost) are reviewed on an entity-wide basis by the CODM, and hence not being allocated to these LoBs. Segment revenue less service cost from each LoB are reported and reviewed by the CODM on a monthly basis.
The following summary describes the operations in each of the Group’s reportable segments:
1. Air ticketing: Primarily through an internet based platform, provides the facility to book international and domestic air tickets.
2. Hotels and packages: Through an internet based platform, call-centers and branch offices, provides holiday packages and hotel reservations. For internal reporting purposes, the revenue related to airline tickets issued as a component of a Company developed tour and package has been assigned to the hotels and packages segment and is recorded on a gross basis.
Other operations primarily include the advertisement income from hosting advertisements on its internet web-sites, income from sale of rail and bus tickets and pay forincome from facilitating website access to a travel insurance company. This segment doesThe operations do not meet any of the quantitative thresholds to be a reportable segment for any of the yearsperiods presented in these consolidated financial statements.
Until June 30, 2010, for internal reporting purposes, the revenue related to airline tickets issued as a component of a Company developed tour and package iswas assigned to the air ticketing segment. Revenue in this segment is recorded on a net basis for internal reporting purposes. For the external reporting, such revenue is recorded on a gross basis. Effective July 1, 2010, the Company has changed the composition of its reportable segments. For internal reporting purposes, the revenue related to airline tickets issued as a component of a Company developed tour and package has been assigned to the hotels and packages segment and is recorded on a gross basis.
Following a change in the composition of its reportable segments, the Company has restated the corresponding items of segment information for earlier periods.
F-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Information About Reportable Segments Reclassification:
| For the Year Ended March 31 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Air Ticketing | Hotels and Packages | Others | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Particulars | 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | 2009 | 2010 | 2011 | ||||||||||||||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||||||||||||||||||
| External revenues | 19,225,095 | 32,119,488 | 47,622,719 | 48,622,765 | 50,287,896 | 74,557,976 | 703,841 | 1,152,822 | 2,540,692 | 68,551,701 | 83,560,206 | 124,721,387 | ||||||||||||||||||||||||||||||||||||
Total segment revenue | 19,225,095 | 32,119,488 | 47,622,719 | 48,622,765 | 50,287,896 | 74,557,976 | 703,841 | 1,152,822 | 2,540,692 | 68,551,701 | 83,560,206 | 124,721,387 | ||||||||||||||||||||||||||||||||||||
| Service cost | 491,780 | 985,482 | — | 43,069,188 | �� | 42,292,226 | 63,650,910 | — | — | — | 43,560,968 | 43,277,708 | 63,650,910 | |||||||||||||||||||||||||||||||||||
Segment revenue less service cost | 18,733,315 | 31,134,006 | 47,622,719 | 5,553,577 | 7,995,670 | 10,907,066 | 703,841 | 1,152,822 | 2,540,692 | 24,990,733 | 40,282,498 | 61,070,477 | ||||||||||||||||||||||||||||||||||||
| Personnel expenses | (9,679,770 | ) | (16,562,034 | ) | (14,399,040 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Other operating expenses | (24,369,906 | ) | (28,160,506 | ) | (40,698,895 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (1,558,687 | ) | (1,569,747 | ) | (1,910,637 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Finance income | 6,293,731 | 1,874,177 | 1,601,750 | |||||||||||||||||||||||||||||||||||||||||||||
| Finance costs | (3,049,608 | ) | (2,062,947 | ) | (3,525,685 | ) | ||||||||||||||||||||||||||||||||||||||||||
Profit (Loss) before tax | (7,373,507 | ) | (6,198,559 | ) | 2,137,970 | |||||||||||||||||||||||||||||||||||||||||||
| For the Year Ended March 31 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Air ticketing | Hotels and packages | Others | Total | |||||||||||||||||||||||||||||||||||||||||||||
Particulars | 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | 2011 | 2012 | 2013 | ||||||||||||||||||||||||||||||||||||
(in USD) | ||||||||||||||||||||||||||||||||||||||||||||||||
Revenues | 47,622,719 | 76,190,303 | 60,888,851 | 74,557,976 | 116,701,137 | 164,129,318 | 2,540,692 | 3,707,818 | 3,803,776 | 124,721,387 | 196,599,258 | 228,821,945 | ||||||||||||||||||||||||||||||||||||
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Total segment revenue | 47,622,719 | 76,190,303 | 60,888,851 | 74,557,976 | 116,701,137 | 164,129,318 | 2,540,692 | 3,707,818 | 3,803,776 | 124,721,387 | 196,599,258 | 228,821,945 | ||||||||||||||||||||||||||||||||||||
Service cost | — | 9,939,556 | 4,119,631 | 63,650,910 | 98,474,788 | 136,537,143 | — | — | — | 63,650,910 | 108,414,344 | 140,656,774 | ||||||||||||||||||||||||||||||||||||
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Segment revenue less service cost | 47,622,719 | 66,250,747 | 56,769,220 | 10,907,066 | 18,226,349 | 27,592,175 | 2,540,692 | 3,707,818 | 3,803,776 | 61,070,477 | 88,184,914 | 88,165,171 | ||||||||||||||||||||||||||||||||||||
Personnel expenses | (14,399,040 | ) | (26,520,745 | ) | (34,520,455 | ) | ||||||||||||||||||||||||||||||||||||||||||
Other operating expenses | (40,698,895 | ) | (54,868,655 | ) | (67,953,977 | ) | ||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortisation | (1,910,637 | ) | (2,790,154 | ) | (3,752,743 | ) | ||||||||||||||||||||||||||||||||||||||||||
Finance income | 1,601,750 | 1,987,904 | 4,197,603 | |||||||||||||||||||||||||||||||||||||||||||||
Finance cost | (3,525,685 | ) | (4,957,097 | ) | (4,939,526 | ) | ||||||||||||||||||||||||||||||||||||||||||
Share of loss of equity-accounted investee | — | (65,957 | ) | (186,130 | ) | |||||||||||||||||||||||||||||||||||||||||||
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Profit (Loss) before tax | 2,137,970 | 970,210 | (18,990,057 | ) | ||||||||||||||||||||||||||||||||||||||||||||
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Assets and liabilities are used interchangeably between segments and these have not been allocated to the reportable segments.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Geographical Information:
The air ticketing and hotel and packages segments are managed on a worldwide basis from India, and the U.S., Singapore, Malaysia and Thailand. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.
| Revenue | Non-Current Assets | |||||||||||||||||||
| For the Year Ended 31 March | As at March 31 | |||||||||||||||||||
| Particulars | 2009 | 2010 | 2011 | 2010 | 2011 | |||||||||||||||
| (in USD) | ||||||||||||||||||||
| India | 64,106,701 | 79,173,117 | 115,753,388 | 6,916,378 | 10,319,570 | |||||||||||||||
| United States | 4,445,000 | 4,387,089 | 8,967,999 | 688,964 | 690,137 | |||||||||||||||
Total | 68,551,701 | 83,560,206 | 124,721,387 | 7,605,342 | 11,009,707 | |||||||||||||||
| Revenue | Non-Current Assets* | |||||||||||||||||||
| For the Year Ended March 31 | As at March 31 | |||||||||||||||||||
| 2011 | 2012 | 2013 | 2012 | 2013 | ||||||||||||||||
| Particulars | (in USD) | |||||||||||||||||||
India | 115,753,388 | 175,791,993 | 195,998,581 | 21,967,050 | 16,657,561 | |||||||||||||||
United States | 8,967,999 | 8,687,610 | 8,740,772 | 555,553 | 816,568 | |||||||||||||||
Singapore | — | 12,093,348 | 17,282,977 | 3,623,020 | 3,406,498 | |||||||||||||||
Thailand | — | — | 4,023,799 | — | 4,749,821 | |||||||||||||||
Malaysia | — | 26,307 | 2,529,756 | 66,219 | 20,732,980 | |||||||||||||||
Others | — | — | 246,060 | — | 87,002 | |||||||||||||||
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Total | 124,721,387 | 196,599,258 | 228,821,945 | 26,211,842 | 46,450,430 | |||||||||||||||
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| * | Non-current assets presented above do not include investment in equity-accounted investee, other investments and derivatives instruments. |
Major Customers:
Considering the nature of business, customers normally include individuals. Further, none of the corporate and other customers would account for more than 10% or more of the Group’s revenues.
F-24
| 7) | ASSETS HELD FOR SALE |
Assets classified as held for sale includes:
| As at March 31 | ||||||||
| 2012 | 2013 | |||||||
| Particulars | (in USD) | |||||||
Property, plant and equipment | 404,109 | — | ||||||
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Total | 404,109 | — | ||||||
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These assets mainly included leasehold improvements and diesel generators sets, which has been sold in the current year ended March 31, 2013.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 8) | BUSINESS COMBINATIONS |
| a) | Acquisition of Luxury Tours & Travel Pte Ltd. |
On May 9, 2011, MakeMyTrip Limited (MMYT) acquired approximately 79% equity interest in Luxury Tours & Travel Pte Limited (LTT), a Singapore registered and licensed travel agency, engaged in the business of providing hotel reservations, excursion tours and other related services to inbound and outbound travelers in Singapore and the region. The business acquisition was conducted by entering into a Share Purchase Agreement (SPA) for a cash consideration of USD 3,228,670, subject to adjustment based on closing date net working capital. The total purchase price of the acquisition, net of USD 554,660 of cash acquired is USD 2,371,732. As per the terms of the acquisition with sellers, the purchase consideration is comprised of the following:
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Advertising revenue | 159,352 | 372,442 | 578,284 | |||||||||
| Facilitation fee | 408,113 | 448,617 | 902,843 | |||||||||
| Commission on rail and bus reservation | 12,446 | 187,435 | 868,927 | |||||||||
| Miscellaneous | 123,930 | 144,328 | 190,638 | |||||||||
Total | 703,841 | 1,152,822 | 2,540,692 | |||||||||
Enterprise value | 3,228,670 | |||
Net working capital adjustment | (302,278 | ) | ||
|
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Wages, salaries and other short term employees benefits | 7,687,622 | 8,288,755 | 11,548,649 | |||||||||
| Contributions to defined contribution plans | 427,332 | 401,687 | 631,670 | |||||||||
| Expenses related to defined benefit plans | 55,860 | 58,730 | 176,957 | |||||||||
| Equity settled share based payments | 415,704 | 6,771,376 | 527,285 | |||||||||
| Employee welfare expenses | 1,093,252 | 1,041,486 | 1,514,479 | |||||||||
Total | 9,679,770 | 16,562,034 | 14,399,040 | |||||||||
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Traveling and conveyance | 1,130,702 | 1,222,138 | 2,206,550 | |||||||||
| Advertising and business promotion | 8,732,620 | 9,674,728 | 12,488,906 | |||||||||
| Communication | 1,346,422 | 1,275,778 | 1,905,389 | |||||||||
| Repairs and maintenance | 747,893 | 815,736 | 802,288 | |||||||||
| Rent | 1,314,937 | 1,244,798 | 1,394,969 | |||||||||
| Legal and professional | 812,091 | 1,004,049 | 1,410,972 | |||||||||
| Payment gateway and other charges | 4,493,784 | 6,143,714 | 9,886,444 | |||||||||
| Website hosting charges | 228,212 | 183,079 | 377,183 | |||||||||
| Net loss on disposal of property, plant and equipment | 232,445 | 25,501 | 80,563 | |||||||||
| Loss on disposal of intangible assets | 5,087 | — | 2,930 | |||||||||
| Outsourcing fees | 3,109,412 | 4,293,491 | 7,007,793 | |||||||||
| Miscellaneous expenses | 2,216,301 | 2,277,494 | 3,134,908 | |||||||||
Total | 24,369,906 | 28,160,506 | 40,698,895 | |||||||||
F-25
The operations of LTT have been consolidated in the financial statements of the Group from May 9, 2011. In the year ended March 31, 2012, LTT contributed revenue of USD 11,925,488 and loss of USD 758,521 to the Group’s result.
If the acquisition had occurred on April 1, 2011, management estimates that consolidated revenue would have been USD 197,966,346 and consolidated profit for the year ended March 31, 2012 would have been USD 6,852,297. This unaudited pro-forma information is not necessarily indicative of the results of operations that would have occurred had the acquisitions been made at the beginning of the period.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The purchase price has been allocated based on management’s estimates and an independent appraisal of fair values as follows:
Property, plant and equipment | 195,294 | |||
Intangible assets | 854,319 | |||
Current assets and liabilities, net | (302,278 | ) | ||
Loans and borrowings | (267,446 | ) | ||
Deferred tax liabilities | (94,681 | ) | ||
Total identifiable net assets assumed | 385,208 | |||
Non-controlling interest | (79,487 | ) | ||
Goodwill | 2,620,671 | |||
Total purchase price | 2,926,392 | |||
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Depreciation | 925,612 | 908,844 | 1,114,958 | |||||||||
| Amortization | 633,075 | 660,903 | 795,679 | |||||||||
Total | 1,558,687 | 1,569,747 | 1,910,637 | |||||||||
None of the Goodwill recognised is expected to be deductible for income tax purposes.
The fair value of the current assets acquired includes trade receivable with a fair value of USD 1,129,126.
The Group incurred acquisition related costs of USD 117,233 relating to external legal fees and due diligence cost. These amounts have been included in other operating expenses in the consolidated statement of comprehensive income for the year ended March 31, 2012.
MMYT has further invested USD 812,062 during the fiscal year ended March 31, 2012 for the subscription of 49,603 new equity shares issued by LTT increasing its ownership from 79.36% to 82.78%. Further, in August 2012, MMYT acquired the remaining shares held by a shareholder of LTT for USD 792,982 in cash, increasing its ownership to 100%. (Also refer Note 26).
| b) | Acquisition of Hotel Travel Group |
On November 6, 2012, MMYT acquired 100% stake in the companies in the ‘Hotel Travel Group’ (HT Group). HT Group, with the brand ‘Hotel Travel’ and the websitewww.hoteltravel.com , is a well-established travel company in South East Asia and has its presence in Thailand, Singapore and Malaysia, where it has an operating history of over a decade. The business acquisition was conducted by entering into a Share Purchase Agreement (SPA) for a total initial consideration payable to the Promoters of the HT Group of USD 25 million, subject to an estimated balance sheet adjustment.
As per the terms of acquisition with sellers, the preliminary purchase consideration comprised of the following:
Consideration transferred | ||||
Cash | 10,000,000 | |||
Equity instruments (209,050 ordinary shares) | 2,347,947 | |||
Deferred consideration | 4,610,787 | |||
| 16,958,734 | ||||
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
Recognized in profit or loss | ||||||||||||
| Interest income on term deposits | 1,233,928 | 1,503,574 | 1,257,601 | |||||||||
| Net foreign exchange gain | — | — | 257,031 | |||||||||
| Net gain on change in fair value of separable embedded derivative financial instruments | 4,984,590 | 253,212 | 48,382 | |||||||||
| Other interest income | 75,213 | 117,391 | 38,736 | |||||||||
Finance income | 6,293,731 | 1,874,177 | 1,601,750 | |||||||||
| Interest expense on financial liabilities measured at amortised cost | 1,555,887 | 1,346,896 | 711,439 | |||||||||
| IPO cost related to listing of existing shares | — | — | 2,086,583 | |||||||||
| Net foreign exchange loss | 360,037 | 582,402 | — | |||||||||
| Impairment loss on trade and other receivables | 1,042,401 | 37,943 | 424,512 | |||||||||
Net loss on disposal ofavailable-for-sale financial assets | 7,580 | — | — | |||||||||
| Other finance charges | 83,703 | 95,706 | 303,151 | |||||||||
Finance costs | 3,049,608 | 2,062,947 | 3,525,685 | |||||||||
Net finance income (costs) recognized in profit or loss | 3,244,123 | (188,770 | ) | (1,923,935 | ) | |||||||
Recognized in other comprehensive income | ||||||||||||
| Foreign currency translation differences on foreign operations | (3,122,321 | ) | 1,651,468 | (301,952 | ) | |||||||
Finance income (cost) recognised in other comprehensive income | (3,122,321 | ) | 1,651,468 | (301,952 | ) | |||||||
| Attributable to: | ||||||||||||
| Equity holders of the Company | (3,121,696 | ) | 1,651,184 | (301,893 | ) | |||||||
| Non-controlling interest | (625 | ) | 284 | (59 | ) | |||||||
Finance income (cost) recognised in other comprehensive income | (3,122,321 | ) | 1,651,468 | (301,952 | ) | |||||||
F-26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
|
MMYT agreed to pay the selling shareholders USD 5 million in Profit or Lossthe form of equity shares of MMYT. MMYT made payment of USD 3.3 million after making adjustment for a portion of estimated balance sheet adjustment on the date of acquisition in the form of equity shares of MMYT. The fair value of the ordinary shares issued was based on the market share price of the Company on November 6, 2012 and after making adjustment for certain selling restrictions.
Deferred consideration
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
Current tax expense | ||||||||||||
| Current period | (5,172 | ) | (2,838 | ) | (174,950 | ) | ||||||
Current tax expense | (5,172 | ) | (2,838 | ) | (174,950 | ) | ||||||
Deferred tax benefit (expense) | ||||||||||||
| Origination and reversal of temporary differences | 376,330 | (990,884 | ) | 1,871,990 | ||||||||
| Change in unrecognized deductible temporary differences | — | 1,976,413 | (368,244 | ) | ||||||||
| Utilization of previously unrecognised tax losses | — | (938,356 | ) | (1,353,311 | ) | |||||||
| Recognition of previously unrecognized tax losses | — | — | 2,716,235 | |||||||||
| Reversal of previously recognized tax losses | (345,867 | ) | (52,763 | ) | — | |||||||
Deferred tax benefit (expense) | 30,463 | (5,590 | ) | 2,866,671 | ||||||||
Total income tax benefit (expense) | 25,291 | (8,428 | ) | 2,691,721 | ||||||||
MMYT also agreed to pay the selling shareholders over a three year period ending December 2015, additional consideration of USD 10 million in the form of a variable number of equity shares of MMYT subject to final adjustment. MMYT has included USD 4,610,787 as deferred consideration related to the additional consideration, which represents its fair value at the acquisition date, using a discount rate of 13 percent. At March 31, 2013, the deferred consideration has increased to USD 4,879,861.
Income Tax RecognizedEarn-out consideration
Further, two of the selling shareholders, of the HT Group will continue in Other Comprehensive Income
| For the Year Ended March 31 | ||||||||||||||||||||||||||||||||||||
| 2009 | 2010 | 2011 | ||||||||||||||||||||||||||||||||||
| Tax | Tax | Tax | ||||||||||||||||||||||||||||||||||
| (Expense) | (Expense) | (Expense) | ||||||||||||||||||||||||||||||||||
| Particulars | Before tax | Benefit | Net of Tax | Before Tax | Benefit | Net of Tax | Before tax | Benefit | Net of Tax | |||||||||||||||||||||||||||
| Foreign currency translation differences on foreign operations | (3,122,321 | ) | — | (3,122,321 | ) | 1,651,468 | — | 1,651,468 | (301,952 | ) | — | (301,952 | ) | |||||||||||||||||||||||
| Defined benefit plan actuarial gains (losses) | 89,624 | (30,463 | ) | 59,161 | (14,431 | ) | 5,590 | (8,841 | ) | (73,356 | ) | 24,514 | (48,842 | ) | ||||||||||||||||||||||
Total | (3,032,697 | ) | (30,463 | ) | (3,063,160 | ) | 1,637,037 | 5,590 | 1,642,627 | (375,308 | ) | 24,514 | (350,794 | ) | ||||||||||||||||||||||
F-27
Through this acquisition, MMYT intends to further strengthen its presence in hotel and holidays segment in India and South East Asia. Consequently, the excess of the purchase consideration paid over the fair value of the assets acquired has been accounted for as goodwill.
The operations of HT Group have been consolidated in the financial statements of the Group from November 6, 2012. In the year ended March 31, 2013, HT Group contributed revenue of USD 2,183,225 and loss of USD 2,601,814 to the Group’s result.
The acquisition has been accounted for under the acquisition method of accounting in accordance with IFRS 3 “Business Combinations”. The assets and liabilities of HT Group were recorded at fair value at the date of acquisition. The Company will continue to evaluate certain assets and liabilities as new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in a corresponding adjustment to goodwill, and the measurement period will not exceed one year from the acquisition date.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The preliminary estimated purchase price has been allocated based on management’s estimates and an independent appraisal of Effective Tax Rate
| For the Year Ended March 31 | ||||||||||||||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||||||||||||||
| Profit (Loss) for the year | (7,348,216 | ) | (6,206,987 | ) | 4,829,691 | |||||||||||||||||||
| Income tax benefit (expense) | 25,291 | (8,428 | ) | 2,691,721 | ||||||||||||||||||||
| Profit (Loss) before tax | (7,373,507 | ) | (6,198,559 | ) | 2,137,970 | |||||||||||||||||||
| Income tax benefit (expense) using the Company’s domestic tax rate | (15.00)% | 1,106,026 | (15.00)% | 929,784 | (15.00)% | (320,696 | ) | |||||||||||||||||
| Effect of tax rates in foreign jurisdictions | (29.70)% | 2,190,024 | (12.81)% | 794,323 | (43.55)% | (931,079 | ) | |||||||||||||||||
| Non deductible expenses | 5.07% | (373,538 | ) | 10.85% | (672,612 | ) | (0.43)% | (9,253 | ) | |||||||||||||||
| Tax exempt income | (10.16)% | 749,060 | (0.61)% | 37,985 | 0.00% | — | ||||||||||||||||||
| Recognition of previously unrecognized tax losses | 0.00% | — | 0.00% | — | 127.05% | 2,716,235 | ||||||||||||||||||
| Utilization of previously unrecognised tax losses | 0.00% | — | (15.14)% | 938,356 | 63.30% | 1,353,311 | ||||||||||||||||||
| Reversal of previously recognized tax losses | 4.69% | (345,867 | ) | 0.85% | (52,763 | ) | 0.00% | — | ||||||||||||||||
| Current year losses for which no deferred tax asset was recognized | 44.59% | (3,287,715 | ) | 0.06% | (3,918 | ) | (21.54)% | (460,527 | ) | |||||||||||||||
| Change in unrecognised temporary differences | 0.00% | — | 31.89% | (1,976,413 | ) | 17.22% | 368,244 | |||||||||||||||||
| Others | 0.17% | (12,699 | ) | 0.05% | (3,170 | ) | (1.15)% | (24,514 | ) | |||||||||||||||
| (0.34)% | 25,291 | 0.14% | (8,428 | ) | 125.90% | 2,691,721 | ||||||||||||||||||
Property, plant and equipment | 1,597,710 | |||
Intangible assets | 11,892,182 | |||
Current assets and liabilities, net | (6,021,147 | ) | ||
Loans and borrowings | (56,277 | ) | ||
Total identifiable net assets assumed | 7,412,468 | |||
Goodwill | 9,546,266 | |||
Total purchase price | 16,958,734 | |||
| Diesel | Capital | |||||||||||||||||||||||||||||||
| Furniture | Office | Motor | Leasehold | Generator | Work | |||||||||||||||||||||||||||
| Particulars | Computers | and Fixtures | Equipment | Vehicles | Improvements | Sets | in Progress | Total | ||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||||||
| Balance as at April 1, 2009 | 1,789,473 | 457,416 | 1,091,689 | 219,515 | 1,305,016 | 126,538 | 5,582 | 4,995,229 | ||||||||||||||||||||||||
| Additions | 401,321 | 802 | 34,334 | 199,575 | 73,895 | 1,084 | 21,574 | 732,585 | ||||||||||||||||||||||||
| Disposals | (948 | ) | — | (1,678 | ) | (40,046 | ) | (16,730 | ) | — | — | (59,402 | ) | |||||||||||||||||||
| Effect of movements in foreign exchange rates | 290,518 | 68,227 | 153,704 | 42,421 | 198,487 | 18,978 | 2,135 | 774,470 | ||||||||||||||||||||||||
Balance as at March 31, 2010 | 2,480,364 | 526,445 | 1,278,049 | 421,465 | 1,560,668 | 146,600 | 29,291 | 6,442,882 | ||||||||||||||||||||||||
F-28
The fair value of the current assets acquired includes trade receivable with a fair value of USD 1,439,839.
The Group incurred acquisition related costs of USD 595,948 relating to external legal fees and due diligence cost. These amounts have been included in other operating expenses in the consolidated statement of comprehensive income for the year ended March 31, 2013.
| c) | Acquisition of majority interest in ITC Group |
On November 26, 2012, MMYT has acquired 51% equity stake in a group of companies known as the “ITC Group”. The ITC Group comprises of International Tour Center Co. Ltd., ITC Bangkok Co. Ltd. and ITC South Co. Ltd. ITC Group is a well-established hotel aggregator and tour operator for Thailand. The ITC Group has relationships with a number of hotels and other local vendors in Thailand to provide hotel reservations, excursion tours and other travel related services for inbound and outbound travelers in Thailand and the South East Asia region. The business acquisition was conducted by entering into the Share Purchase Agreement (SPA) for a cash consideration of USD 2.2 million to the existing shareholders for the sale of their shares in the ITC Group and for USD 1 million for the subscription of new shares in the ITC Group.
The total preliminary estimated purchase price of the acquisition, net of USD 171,507 of cash acquired is USD 1,778,991.
As per the terms of acquisition with sellers, the preliminary purchase consideration is comprised of the following:
| (in USD) | ||||
Enterprise value | 3,200,000 | |||
Net balance sheet adjustment | (1,249,502 | ) | ||
Total preliminary estimated purchase price | 1,950,498 | |||
Through this acquisition, MMYT will further expand its presence in Thailand, a key market for its outbound holiday’s business, by establishing more direct hotel relationships in the country. MMYT believes that these developments are positioning travel and tourism to Thailand for strong growth by making travel to the country easily accessible and affordable to the middle class in India. Consequently, the excess of the purchase consideration paid over the fair value of assets acquired has been accounted for as goodwill.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Diesel | Capital | |||||||||||||||||||||||||||||||
| Furniture | Office | Motor | Leasehold | Generator | Work | |||||||||||||||||||||||||||
| Particulars | Computers | and Fixtures | Equipment | Vehicles | Improvements | Sets | in Progress | Total | ||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||
| Balance as at April 1, 2010 | 2,480,364 | 526,445 | 1,278,049 | 421,465 | 1,560,668 | 146,600 | 29,291 | 6,442,882 | ||||||||||||||||||||||||
| Additions | 804,404 | 21,003 | 197,018 | 140,067 | 130,865 | 7,933 | (28,795 | ) | 1,272,495 | |||||||||||||||||||||||
| Disposals | (112,424 | ) | — | (114,727 | ) | (139,358 | ) | — | (3,111 | ) | — | (369,620 | ) | |||||||||||||||||||
| Effect of movements in foreign exchange rates | (6,032 | ) | (2,721 | ) | (5,943 | ) | (2,366 | ) | (7,299 | ) | (771 | ) | (496 | ) | (25,628 | ) | ||||||||||||||||
Balance as at March 31, 2011 | 3,166,312 | 544,727 | 1,354,397 | 419,808 | 1,684,234 | 150,651 | — | 7,320,129 | ||||||||||||||||||||||||
Depreciation and impairment loss | ||||||||||||||||||||||||||||||||
| Balance as at April 1, 2009 | 662,678 | 146,200 | 362,464 | 81,623 | 252,398 | 28,409 | — | 1,533,772 | ||||||||||||||||||||||||
| Depreciation for the year | 399,359 | 79,896 | 167,864 | 49,751 | 192,303 | 19,671 | — | 908,844 | ||||||||||||||||||||||||
| Disposals | (237 | ) | — | (770 | ) | (18,132 | ) | (3,131 | ) | — | — | (22,270 | ) | |||||||||||||||||||
| Effect of movements in foreign exchange rates | 122,743 | 26,641 | 56,317 | 14,104 | 49,122 | 5,429 | — | 274,356 | ||||||||||||||||||||||||
Balance as at March 31, 2010 | 1,184,543 | 252,737 | 585,875 | 127,346 | 490,692 | 53,509 | — | 2,694,702 | ||||||||||||||||||||||||
| Balance as at April 1, 2010 | 1,184,543 | 252,737 | 585,875 | 127,346 | 490,692 | 53,509 | — | 2,694,702 | ||||||||||||||||||||||||
| Depreciation for the year | 543,205 | 85,728 | 190,252 | 58,762 | 215,696 | 21,315 | — | 1,114,958 | ||||||||||||||||||||||||
| Disposals | (108,184 | ) | — | (77,302 | ) | (60,695 | ) | — | (940 | ) | — | (247,121 | ) | |||||||||||||||||||
| Effect of movements in foreign exchange rates | (1,696 | ) | (443 | ) | (1,764 | ) | (741 | ) | (295 | ) | (69 | ) | — | (5,008 | ) | |||||||||||||||||
Balance as at March 31, 2011 | 1,617,868 | 338,022 | 697,061 | 124,672 | 706,093 | 73,815 | — | 3,557,531 | ||||||||||||||||||||||||
Carrying amounts | ||||||||||||||||||||||||||||||||
| As at April 1, 2009 | 1,126,795 | 311,216 | 729,225 | 137,892 | 1,052,618 | 98,129 | 5,582 | 3,461,457 | ||||||||||||||||||||||||
As at March 31, 2010 | 1,295,821 | 273,708 | 692,174 | 294,119 | 1,069,976 | 93,091 | 29,291 | 3,748,180 | ||||||||||||||||||||||||
| As at April 1, 2010 | 1,295,821 | 273,708 | 692,174 | 294,119 | 1,069,976 | 93,091 | 29,291 | 3,748,180 | ||||||||||||||||||||||||
As at March 31, 2011 | 1,548,444 | 206,705 | 657,336 | 295,136 | 978,141 | 76,836 | — | 3,762,598 | ||||||||||||||||||||||||
F-29
The operations of ITC Group have been consolidated in the financial statements of the Group from November 26, 2012. In the year ended March 31, 2013, ITC Group contributed revenue of USD 4,023,799 and profit of USD 224,360 to the Group’s result.
The acquisition has been accounted for under the acquisition method of accounting in accordance with IFRS 3 “Business Combinations”. The assets and liabilities of ITC Group were recorded at fair value at the date of acquisition. The Company will continue to evaluate certain assets and liabilities as new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in a corresponding adjustment to goodwill, and the measurement period will not exceed one year from the acquisition date.
The preliminary estimated purchase price has been allocated based on management’s estimates and an independent appraisal of fair values as follows:
| (in USD) | ||||
Property, plant and equipment | 83,185 | |||
Intangible assets | 1,760,000 | |||
Current assets and liabilities, net | (59,253 | ) | ||
Loans and borrowings | (113,495 | ) | ||
Deferred tax liabilities | (404,800 | ) | ||
Total identifiable net assets assumed | 1,265,637 | |||
Non-controlling interest | (620,162 | ) | ||
Goodwill | 1,305,023 | |||
Total preliminary estimated purchase price | 1,950,498 | |||
None of the Goodwill recognised is expected to be deductible for income tax purposes.
The fair value of the current assets acquired includes trade receivable with a fair value of USD 3,560,916.
MMYT will also acquire the remaining shares of ITC Group from the existing shareholder (promoter) in cash in four equal tranches, over a four year earn-out period ending December 2016. The earn-out will be based on valuation linked to future profitability of ITC Group and employment of the promoter. The financial liability in respect of the future acquisition of these shares has been recognised within “Other non-current liabilities” as a reduction of equity in accordance with the present access method and amounts to USD 1,801,496, which represents its fair value as at the acquisition date.
Further, an additional payment may be required for acquiring the remaining shares that can be forfeited due to termination of employment of the promoter. This potential additional liability, which is linked to the future profitability of ITC Group, will be recorded as compensation cost under IAS 19 for future services through December 2016 and does not form part of additional consideration for acquiring the remaining shares. Based on the estimated projection, the company has not recorded any compensation cost associated with this liability during the year ended March 31, 2013.
The Group incurred acquisition related costs of USD 31,130 relating to external legal fees and due diligence cost. These amounts have been included in other operating expenses in the consolidated statement of comprehensive income for the year ended March 31, 2013.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 9) | |
| Website | ||||||||||||||||
| Development | Capital Work | |||||||||||||||
| Particulars | Cost | Software | in progress | Total | ||||||||||||
| (in USD) | ||||||||||||||||
Cost | ||||||||||||||||
| Balance as at April 1, 2009 | 2,164,383 | 788,617 | — | 2,953,000 | ||||||||||||
| Additions | — | 452,544 | — | 452,544 | ||||||||||||
| Effect of movements in foreign exchange rates | 323,479 | 136,044 | — | 459,523 | ||||||||||||
Balance as at March 31, 2010 | 2,487,862 | 1,377,205 | — | 3,865,067 | ||||||||||||
| Balance as at April 1, 2010 | 2,487,862 | 1,377,205 | — | 3,865,067 | ||||||||||||
| Additions | 338,422 | 866,582 | 368,882 | 1,573,886 | ||||||||||||
| Disposals | — | (17,945 | ) | — | (17,945 | ) | ||||||||||
| Effect of movements in foreign exchange rates | (10,148 | ) | 2,301 | 4,227 | (3,620 | ) | ||||||||||
Balance as at March 31, 2011 | 2,816,136 | 2,228,143 | 373,109 | 5,417,388 | ||||||||||||
Amortization | �� | |||||||||||||||
| Balance as at April 1, 2009 | 722,894 | 275,825 | — | 998,719 | ||||||||||||
| Amortization for the year | 475,825 | 185,078 | — | 660,903 | ||||||||||||
| Effect of movements in foreign exchange rates | 136,713 | 44,673 | — | 181,386 | ||||||||||||
Balance as at March 31, 2010 | 1,335,432 | 505,576 | — | 1,841,008 | ||||||||||||
| Balance as at April 1, 2010 | 1,335,432 | 505,576 | — | 1,841,008 | ||||||||||||
| Amortization for the year | 506,101 | 289,578 | — | 795,679 | ||||||||||||
| Disposals | — | (15,015 | ) | — | (15,015 | ) | ||||||||||
| Effect of movements in foreign exchange rates | (1,730 | ) | 606 | — | (1,124 | ) | ||||||||||
Balance as at March 31, 2011 | 1,839,803 | 780,745 | — | 2,620,548 | ||||||||||||
Carrying amounts | ||||||||||||||||
| As at April 1, 2009 | 1,441,489 | 512,792 | — | 1,954,281 | ||||||||||||
As at March 31, 2010 | 1,152,430 | 871,629 | — | 2,024,059 | ||||||||||||
| As at April 1, 2010 | 1,152,430 | 871,629 | — | 2,024,059 | ||||||||||||
As at March 31, 2011 | 976,333 | 1,447,398 | 373,109 | 2,796,840 | ||||||||||||
F-30
In January 2013, the Company acquired additional shares in MGH, increasing its stake to 38.34% through equity infusion of $642,000, paid in cash.
Summary financial informations for equity accounted investee are as follows:
As at March 31 | ||||||||||
2012 | 2013 | For the period November 27, 2011 to | For the Year Ended | |||||||
Total assets | Total liabilities | Total assets | Total liabilities | Loss | ||||||
| (in USD) | (in USD) | |||||||||
580,706 | 59,734 | 813,929 | 264,901 | 230,861 | 593,183 | |||||
|
|
|
|
|
| |||||
| 10) | OTHER INVESTMENTS |
In August 2011, the Company acquired 19.98% equity interest in Le Travenues Technology Private Limited, which owns and operates www.ixigo.com, an online travel meta search engine. The Company paid cash consideration of $4,825,325 for the purchase of new shares as well as existing shares. Additionally, acquisition related expenses incurred by the Company amounted to $20,155. (Also refer Note 37)
This investment has been classified as “Available-for-sale Financial Assets” as per IAS 39 “Financial Instruments: Recognition and measurement”.
The Group’s exposure to fair value versus carrying amount risks related to other investment is disclosed in note 5 and 34.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 11) | OTHER REVENUE |
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Advertising revenue | 578,284 | 909,851 | 1,190,225 | |||||||||
Facilitation fee | 902,843 | 666,756 | 775,542 | |||||||||
Commission on rail and bus reservation | 868,927 | 1,530,762 | 1,230,689 | |||||||||
Miscellaneous | 190,638 | 600,449 | 607,320 | |||||||||
|
|
|
|
|
| |||||||
Total | 2,540,692 | 3,707,818 | 3,803,776 | |||||||||
|
|
|
|
|
| |||||||
| 12) | PERSONNEL EXPENSES |
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Wages, salaries and other short term employees benefits | 11,548,649 | 16,902,901 | 19,362,165 | |||||||||
Contributions to defined contribution plans | 631,670 | 955,497 | 1,181,632 | |||||||||
Expenses related to defined benefit plans | 176,957 | 147,156 | 161,370 | |||||||||
Equity settled share based payments | 527,285 | 6,894,450 | 11,667,188 | |||||||||
Employee welfare expenses | 1,514,479 | 1,620,741 | 2,148,100 | |||||||||
|
|
|
|
|
| |||||||
Total | 14,399,040 | 26,520,745 | 34,520,455 | |||||||||
|
|
|
|
|
| |||||||
| 13) | OTHER OPERATING EXPENSES |
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Traveling and conveyance | 2,206,550 | 2,912,341 | 3,349,350 | |||||||||
Advertising and business promotion | 12,488,906 | 16,984,856 | 19,690,015 | |||||||||
Communication | 1,905,389 | 2,507,847 | 2,744,018 | |||||||||
Repairs and maintenance | 802,288 | 1,293,159 | 1,667,478 | |||||||||
Rent | 1,394,969 | 2,079,183 | 2,624,313 | |||||||||
Legal and professional | 1,410,972 | 1,943,940 | 3,116,076 | |||||||||
Payment gateway and other charges | 9,886,444 | 13,002,068 | 15,204,413 | |||||||||
Website hosting charges | 377,183 | 470,267 | 1,281,188 | |||||||||
Net loss on disposal of property, plant and equipment | 80,563 | 71,446 | 25,560 | |||||||||
Loss on disposal of assets held for sale | — | — | 44,766 | |||||||||
Loss on disposal of intangible assets | 2,930 | — | — | |||||||||
Outsourcing fees | 7,007,793 | 9,529,507 | 13,587,174 | |||||||||
Miscellaneous expenses | 3,134,908 | 4,074,041 | 4,619,626 | |||||||||
|
|
|
|
|
| |||||||
Total | 40,698,895 | 54,868,655 | 67,953,977 | |||||||||
|
|
|
|
|
| |||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 14) | DEPRECIATION AND AMORTIZATION |
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Depreciation | 1,114,958 | 1,651,252 | 1,748,153 | |||||||||
Amortization | 795,679 | 1,138,902 | 2,004,590 | |||||||||
|
|
|
|
|
| |||||||
Total | 1,910,637 | 2,790,154 | 3,752,743 | |||||||||
|
|
|
|
|
| |||||||
| 15) | FINANCE INCOME AND COSTS |
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Recognized in profit or loss | ||||||||||||
Interest income on term deposits | 1,257,601 | 1,776,938 | 3,696,874 | |||||||||
Net foreign exchange gain | 257,031 | — | 639 | |||||||||
Net change in the value of financial liability | 48,382 | — | 262,497 | |||||||||
Other interest income | 38,736 | 210,966 | 86,861 | |||||||||
Net gain on change in fair value of derivative financial instrument | — | — | 150,732 | |||||||||
|
|
|
|
|
| |||||||
Finance income | 1,601,750 | 1,987,904 | 4,197,603 | |||||||||
|
|
|
|
|
| |||||||
Interest expense on financial liabilities measured at amortised cost | 711,439 | 451,438 | 136,622 | |||||||||
Change in fair value of financial liability | — | — | 417,223 | |||||||||
Cost related to public offerings | 2,086,583 | 879,994 | — | |||||||||
Net foreign exchange loss | — | 2,257,833 | 1,943,401 | |||||||||
Impairment loss on trade and other receivables | 424,512 | 833,994 | 2,072,126 | |||||||||
Net loss on change in fair value of derivative financial instrument | — | 65,825 | — | |||||||||
Other finance charges | 303,151 | 468,013 | 370,154 | |||||||||
|
|
|
|
|
| |||||||
Finance costs | 3,525,685 | 4,957,097 | 4,939,526 | |||||||||
|
|
|
|
|
| |||||||
Net finance cost recognized in profit or loss | (1,923,935 | ) | (2,969,193 | ) | (741,923 | ) | ||||||
|
|
|
|
|
| |||||||
Recognized in other comprehensive income (loss) | ||||||||||||
Foreign currency translation differences on foreign operations | (301,952 | ) | (7,421,044 | ) | (2,309,906 | ) | ||||||
Net change in fair value of available-for-sale financial assets | — | (428,937 | ) | 459,047 | ||||||||
|
|
|
|
|
| |||||||
Finance cost recognised in other comprehensive income (loss) | (301,952 | ) | (7,849,981 | ) | (1,850,859 | ) | ||||||
|
|
|
|
|
| |||||||
Attributable to: | ||||||||||||
Equity holders of the Company | (301,893 | ) | (7,833,268 | ) | (1,851,064 | ) | ||||||
Non-controlling interest | (59 | ) | (16,713 | ) | 205 | |||||||
|
|
|
|
|
| |||||||
Finance cost recognised in other comprehensive income (loss) | (301,952 | ) | (7,849,981 | ) | (1,850,859 | ) | ||||||
|
|
|
|
|
| |||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 16) | INCOME TAX BENEFIT (EXPENSE) |
Income Tax Recognized in Profit or Loss
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Current tax expense | ||||||||||||
Current period | (174,950 | ) | (859,053 | ) | (143,319 | ) | ||||||
|
|
|
|
|
| |||||||
Current tax expense | (174,950 | ) | (859,053 | ) | (143,319 | ) | ||||||
Deferred tax benefit (expense) | ||||||||||||
Origination and reversal of temporary differences | 1,871,991 | (357,713 | ) | 3,975,042 | ||||||||
Change in unrecognized deductible temporary differences | (368,244 | ) | 1,866,436 | (8,928,668 | ) | |||||||
Utilization of previously unrecognised tax losses | (1,353,311 | ) | 3,183,905 | 45,240 | ||||||||
Recognition of previously unrecognized tax losses | 2,716,235 | 2,244,571 | — | |||||||||
Reversal of previously recognized tax losses | — | — | (3,547,318 | ) | ||||||||
|
|
|
|
|
| |||||||
Deferred tax benefit (expense) | 2,866,671 | 6,937,199 | (8,455,704 | ) | ||||||||
|
|
|
|
|
| |||||||
Total income tax benefit (expense) | 2,691,721 | 6,078,146 | (8,599,023 | ) | ||||||||
|
|
|
|
|
| |||||||
Income Tax Recognized in Other Comprehensive Income
| For the Year Ended March 31 | ||||||||||||||||||||||||||||||||||||
| 2011 | 2012 | 2013 | ||||||||||||||||||||||||||||||||||
Particulars | Before tax | Tax (expense) benefit | Net of tax | Before tax | Tax (expense) benefit | Net of tax | Before tax | Tax (expense) benefit | Net of tax | |||||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||||||
Foreign currency translation differences on foreign operations | (301,952 | ) | — | (301,952 | ) | (7,421,044 | ) | — | (7,421,044 | ) | (2,309,906 | ) | — | (2,309,906 | ) | |||||||||||||||||||||
Net change in fair value of available-for-sale financial assets | — | — | — | (428,937 | ) | — | (428,937 | ) | 459,047 | — | 459,047 | |||||||||||||||||||||||||
Defined benefit plan actuarial gains (losses) | (73,356 | ) | 24,514 | (48,842 | ) | 23,223 | (7,535 | ) | 15,688 | (125,748 | ) | (13,800 | ) | (139,548 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total | (375,308 | ) | 24,514 | (350,794 | ) | (7,826,758 | ) | (7,535 | ) | (7,834,293 | ) | (1,976,607 | ) | (13,800 | ) | (1,990,407 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Reconciliation of Effective Tax Rate
| For the Year Ended March 31 | ||||||||||||||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||
Profit (Loss) for the year | 4,829,691 | 7,048,356 | (27,589,080 | ) | ||||||||||||||||||||
Income tax benefit (expense) | 2,691,721 | 6,078,146 | (8,599,023 | ) | ||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Profit (Loss) before tax | 2,137,970 | 970,210 | (18,990,057 | ) | ||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Income tax benefit (expense) using the Company’s domestic tax rate | -15.00 | % | (320,696 | ) | -15.00 | % | (145,532 | ) | -15.00 | % | 2,848,509 | |||||||||||||
Effect of tax rates in foreign jurisdictions | -43.55 | % | (931,079 | ) | -70.26 | % | (681,685 | ) | -11.49 | % | 2,181,437 | |||||||||||||
Non deductible expenses | -0.43 | % | (9,253 | ) | -37.08 | % | (359,763 | ) | 1.08 | % | (205,137 | ) | ||||||||||||
Tax exempt income | 0.00 | % | — | 1.87 | % | 18,182 | -0.62 | % | 118,654 | |||||||||||||||
Recognition of previously unrecognized tax losses | 127.05 | % | 2,716,235 | 231.35 | % | 2,244,571 | 0.00 | % | — | |||||||||||||||
Utilization of previously unrecognised tax losses | 63.30 | % | 1,353,311 | 328.17 | % | 3,183,905 | -0.24 | % | 45,240 | |||||||||||||||
Reversal of previously recognized tax losses | 0.00 | % | — | 0.00 | % | — | 18.68 | % | (3,547,318 | ) | ||||||||||||||
Current year losses for which no deferred tax asset was recognized | -21.54 | % | (460,527 | ) | -8.32 | % | (80,714 | ) | 5.84 | % | (1,108,349 | ) | ||||||||||||
Change in unrecognised temporary differences | 17.22 | % | 368,244 | 192.37 | % | 1,866,436 | 47.02 | % | (8,928,668 | ) | ||||||||||||||
Others | -1.15 | % | (24,514 | ) | 3.38 | % | 32,746 | 0.02 | % | (3,391 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
| 125.90 | % | 2,691,721 | 626.48 | % | 6,078,146 | 45.29 | % | (8,599,023 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 17) | PROPERTY, PLANT AND EQUIPMENT |
| Diesel | ||||||||||||||||||||||||||||||||||||
| Furniture and | Office | Motor | Leasehold | Generator | ||||||||||||||||||||||||||||||||
| Particulars | Land | Building | Computers | Fixtures | Equipment | Vehicles | Improvements | Sets | Total | |||||||||||||||||||||||||||
| (In USD) | ||||||||||||||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||||||||||
Balance as at April 1, 2011 | — | — | 3,166,312 | 544,727 | 1,354,397 | 419,808 | 1,684,234 | 150,651 | 7,320,129 | |||||||||||||||||||||||||||
Acquisitions through business combinations | — | — | 15,825 | 1,266 | 12,398 | 165,805 | — | — | 195,294 | |||||||||||||||||||||||||||
Additions | — | — | 2,334,327 | 20,200 | 214,574 | 28,717 | 3,441,912 | 3,421 | 6,043,151 | |||||||||||||||||||||||||||
Reclassification to assets held for sale | — | — | — | — | (338,360 | ) | — | (932,942 | ) | (123,294 | ) | (1,394,596 | ) | |||||||||||||||||||||||
Disposals | — | — | (2,974 | ) | (2,839 | ) | (21,171 | ) | (40,485 | ) | (88,535 | ) | — | (156,004 | ) | |||||||||||||||||||||
Effect of movements in foreign exchange rates | — | — | (570,601 | ) | (70,465 | ) | (176,064 | ) | (55,538 | ) | (454,459 | ) | (19,614 | ) | (1,346,741 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at March 31, 2012 | — | — | 4,942,889 | 492,889 | 1,045,774 | 518,307 | 3,650,210 | 11,164 | 10,661,233 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at April 1, 2012 | — | — | 4,942,889 | 492,889 | 1,045,774 | 518,307 | 3,650,210 | 11,164 | 10,661,233 | |||||||||||||||||||||||||||
Acquisitions through business combinations | 906,406 | 522,411 | 43,654 | — | 98,857 | 89,890 | 19,677 | — | 1,680,895 | |||||||||||||||||||||||||||
Additions | — | — | 1,831,770 | 5,969 | 68,760 | 213,069 | 453,891 | 3,032 | 2,576,491 | |||||||||||||||||||||||||||
Disposals | — | — | (19,944 | ) | (69,351 | ) | (85,322 | ) | (204,526 | ) | (46,816 | ) | — | (425,959 | ) | |||||||||||||||||||||
Effect of movements in foreign exchange rates | 47,378 | 27,307 | (225,095 | ) | (22,187 | ) | (39,132 | ) | (10,174 | ) | (168,845 | ) | (524 | ) | (391,272 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at March 31, 2013 | 953,784 | 549,718 | 6,573,274 | 407,320 | 1,088,937 | 606,566 | 3,908,117 | 13,672 | 14,101,388 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Depreciation and impairment loss | ||||||||||||||||||||||||||||||||||||
Balance as at April 1, 2011 | — | — | 1,617,868 | 338,022 | 697,061 | 124,672 | 706,093 | 73,815 | 3,557,531 | |||||||||||||||||||||||||||
Depreciation for the year | — | — | 756,587 | 81,037 | 184,752 | 77,932 | 532,073 | 18,871 | 1,651,252 | |||||||||||||||||||||||||||
Reclassification to assets held for sale | — | — | — | — | (217,298 | ) | — | (693,944 | ) | (79,245 | ) | (990,487 | ) | |||||||||||||||||||||||
Disposals | — | — | (1,871 | ) | (1,904 | ) | (12,594 | ) | (11,479 | ) | (35,442 | ) | — | (63,290 | ) | |||||||||||||||||||||
Effect of movements in foreign exchange rates | — | — | (260,989 | ) | (49,014 | ) | (92,771 | ) | (18,829 | ) | (125,697 | ) | (10,846 | ) | (558,146 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at March 31, 2012 | — | — | 2,111,595 | 368,141 | 559,150 | 172,296 | 383,083 | 2,595 | 3,596,860 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at April 1, 2012 | — | — | 2,111,595 | 368,141 | 559,150 | 172,296 | 383,083 | 2,595 | 3,596,860 | |||||||||||||||||||||||||||
Depreciation for the year | — | 16,603 | 962,292 | 66,090 | 141,008 | 83,343 | 477,171 | 1,646 | 1,748,153 | |||||||||||||||||||||||||||
Disposals | — | — | (14,652 | ) | (63,207 | ) | (77,221 | ) | (58,856 | ) | (27,612 | ) | — | (241,548 | ) | |||||||||||||||||||||
Effect of movements in foreign exchange rates | — | 508 | (141,890 | ) | (17,154 | ) | (23,375 | ) | (6,074 | ) | (17,795 | ) | (123 | ) | (205,903 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at March 31, 2013 | — | 17,111 | 2,917,345 | 353,870 | 599,562 | 190,709 | 814,847 | 4,118 | 4,897,562 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Carrying amounts | ||||||||||||||||||||||||||||||||||||
As at April 1, 2011 | — | — | 1,548,444 | 206,705 | 657,336 | 295,136 | 978,141 | 76,836 | 3,762,598 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
As at March 31, 2012 | — | — | 2,831,294 | 124,748 | 486,624 | 346,011 | 3,267,127 | 8,569 | 7,064,373 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
As at April 1, 2012 | — | — | 2,831,294 | 124,748 | 486,624 | 346,011 | 3,267,127 | 8,569 | 7,064,373 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance as at March 31, 2013 | 953,784 | 532,607 | 3,655,929 | 53,450 | 489,375 | 415,857 | 3,093,270 | 9,554 | 9,203,826 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 18) | INTANGIBLE ASSETS |
| Website | ||||||||||||||||||||||||||||||||
Particulars | Goodwill | Customer Relationship | Non-Compete | Brand / Trade Mark | Development Cost | Software | Capital work in progress | Total | ||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||||||
Balance as at April 1, 2011 | — | — | — | — | 2,816,136 | 2,228,143 | 373,109 | 5,417,388 | ||||||||||||||||||||||||
Acquisitions through business combinations | 2,620,671 | 145,290 | 169,505 | 242,150 | — | 297,374 | — | 3,474,990 | ||||||||||||||||||||||||
Additions | — | — | — | — | 1,058,081 | 877,602 | 1,889,686 | 3,825,369 | ||||||||||||||||||||||||
Effect of movements in foreign exchange rates | (38,154 | ) | (2,115 | ) | (2,467 | ) | (3,525 | ) | (438,145 | ) | (345,260 | ) | (183,881 | ) | (1,013,547 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance as at March 31, 2012 | 2,582,517 | 143,175 | 167,038 | 238,625 | 3,436,072 | 3,057,859 | 2,078,914 | 11,704,200 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance as at April 1, 2012 | 2,582,517 | 143,175 | 167,038 | 238,625 | 3,436,072 | 3,057,859 | 2,078,914 | 11,704,200 | ||||||||||||||||||||||||
Acquisitions through business combinations | 10,851,289 | 1,200,000 | 310,000 | 8,300,000 | 3,830,000 | 12,182 | — | 24,503,471 | ||||||||||||||||||||||||
Additions | — | — | — | — | 2,110,967 | 783,759 | 1,508,509 | 4,403,235 | ||||||||||||||||||||||||
Disposals | — | — | — | — | — | (156,174 | ) | — | (156,174 | ) | ||||||||||||||||||||||
Effect of movements in foreign exchange rates | 35,189 | 1,951 | 2,276 | 3,251 | (163,095 | ) | (121,390 | ) | (99,009 | ) | (340,827 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance as at March 31, 2013 | 13,468,995 | 1,345,126 | 479,314 | 8,541,876 | 9,213,944 | 3,576,236 | 3,488,414 | 40,113,905 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Amortization | ||||||||||||||||||||||||||||||||
Balance as at April 1, 2011 | — | — | — | — | 1,839,803 | 780,745 | — | 2,620,548 | ||||||||||||||||||||||||
Amortization for the year | — | 12,844 | 29,970 | 21,407 | 585,136 | 489,545 | — | 1,138,902 | ||||||||||||||||||||||||
Effect of movements in foreign exchange rates | — | (27 | ) | (63 | ) | (45 | ) | (278,611 | ) | (125,907 | ) | — | (404,653 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance as at March 31, 2012 | — | 12,817 | 29,907 | 21,362 | 2,146,328 | 1,144,383 | — | 3,354,797 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance as at April 1, 2012 | — | 12,817 | 29,907 | 21,362 | 2,146,328 | 1,144,383 | — | 3,354,797 | ||||||||||||||||||||||||
Amortization for the year | — | 87,335 | 33,793 | 450,388 | 859,965 | 573,109 | — | 2,004,590 | ||||||||||||||||||||||||
Disposals | — | — | — | — | — | (83,521 | ) | — | (83,521 | ) | ||||||||||||||||||||||
Effect of movements in foreign exchange rates | — | 205 | 477 | 341 | (100,771 | ) | (49,230 | ) | — | (148,978 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance as at March 31, 2013 | — | 100,357 | 64,177 | 472,091 | 2,905,522 | 1,584,741 | — | 5,126,888 | ||||||||||||||||||||||||
|
|
|
|
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|
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| |||||||||||||||||
Carrying amounts | ||||||||||||||||||||||||||||||||
As at April 1, 2011 | — | — | — | — | 976,333 | 1,447,398 | 373,109 | 2,796,840 | ||||||||||||||||||||||||
|
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|
|
|
|
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|
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|
|
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|
| |||||||||||||||||
As at March 31, 2012 | 2,582,517 | 130,358 | 137,131 | 217,263 | 1,289,744 | 1,913,476 | 2,078,914 | 8,349,403 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
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|
|
|
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|
|
| |||||||||||||||||
As at April 1, 2012 | 2,582,517 | 130,358 | 137,131 | 217,263 | 1,289,744 | 1,913,476 | 2,078,914 | 8,349,403 | ||||||||||||||||||||||||
|
|
|
|
|
|
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| |||||||||||||||||
Balance as at March 31, 2013 | 13,468,995 | 1,244,769 | 415,137 | 8,069,785 | 6,308,422 | 1,991,495 | 3,488,414 | 34,987,017 | ||||||||||||||||||||||||
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| |||||||||||||||||
Capitalized borrowing cost related to capital work-in-progress amounted to Nil (March 31, 2012: USD 112,668), with a capitalization rate of 12%.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes, and which is not higher than the Group’s operating segment. Goodwill as at March 31, 2013 has been allocated to respective acquired subsidiaries level. The recoverable amount of the CGU was based on its value in use and was determined by discounting the future cash flows to be generated from the continuing use of the CGU. These calculations use cash flow projections over a period of five to eight years, based on next year financial budgets approved by management, with extrapolation for the remaining period, and an average of the range of assumption as mentioned below. The key assumptions used for the calculations are as follows:
| As at March 31, | ||||||||
| 2012 | 2013 | |||||||
Discount rate | 18 | % | 18-22 | % | ||||
Terminal value growth rate | 3.5 | % | 3.5-4 | % | ||||
Average EDITDA margin | 11-14 | % | 12-25 | % | ||||
The above discount rate is based on the Weighted Average Cost of Capital (WACC) of a comparable market participant, which are adjusted for specific risks. These estimates are likely to differ from future actual results of operations and cash flows.
Based on the above, no impairment was identified as of March 31, 2013 as the recoverable value of the CGUs exceeded the carrying value. An analysis of the calculation’s sensitivity to a change in the key parameters (Revenue growth, operating margin, discount rate and long-term growth rate) based on reasonably probable assumptions, did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount.
| 19) | TAX ASSETS AND LIABILITIES |
Unrecognized Deferred Tax Assets
Deferred tax assets have not been recognized in respect of the following items:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Deductible temporary differences | 2,095,516 | 1,597,623 | ||||||
| Tax loss carry forwards | 11,049,305 | 6,621,611 | ||||||
Total | 13,144,821 | 8,219,234 | ||||||
| As at March 31 | ||||||||
| 2012 | 2013 | |||||||
| Particulars | (in USD) | |||||||
Deductible temporary differences | — | 7,775,513 | ||||||
Minimum alternate tax | — | 820,045 | ||||||
Tax loss carry forwards | 522,504 | 5,373,120 | ||||||
|
|
|
| |||||
Total | 522,504 | 13,968,678 | ||||||
|
|
|
| |||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred tax assets of USD 8,892,842 had been recognized in the previous years, relating to unutilized tax losses and other temporary differences in respect of its Indian subsidiary. The Indian subsidiary after two consecutive years of profits has incurred losses in the financial year ended March 31, 2013. Based on evaluation of convincing evidence required by IAS 12, the management has recorded impairment of deferred tax asset of USD 8,455,704. The impairment has no impact on the Company’s ability to utilize carry forwards losses or tax assets with respect toin the future.
The carry forward tax losses as at March 31, 20112013 expire as follows:
| Indian Subsidiary | US Subsidiary | |||||||||||
| Loss for the Period | Tax Losses | Expire on | Tax Losses | Expire on | ||||||||
| (in USD) | ||||||||||||
Loss for the year2004-2005 | — | — | 31,032 | 2025 | ||||||||
Loss for the year2007-2008 | 2,819,707 | 2016 | 355,457 | 2028 | ||||||||
Loss for the year2008-2009 | 2,376,061 | 2017 | 193,615 | 2029 | ||||||||
| Unabsorbed depreciation | 845,739 | No expiry | — | — | ||||||||
Total | 6,041,507 | 580,104 | ||||||||||
| India Subsidiary | US Subsidiary | Singapore Subsidiary | ||||||||||||||||||||||
Loss for the period | Tax losses | Expire on | Tax losses | Expire on | Tax losses | Expire on | ||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||
Loss for the year 2007-2008 | 1,770,285 | 2015-16 | 250,471 | 2,028 | — | — | ||||||||||||||||||
Loss for the year 2008-2009 | 2,068,153 | 2016-17 | 164,110 | 2,029 | — | — | ||||||||||||||||||
Loss for the year 2011-2012 | — | — | — | — | 78,888 | No limit | ||||||||||||||||||
Loss for the year 2012-2013 | 879,999 | No limit | — | — | 161,214 | No limit | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | 4,718,437 | 414,581 | 240,102 | |||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Additionally, in the financial year endedending 31 March 31, 2011,2013, management has not recognized a deferred tax asset in respect of USD 2,735,545 was recognized for unused tax losses as management considered it probable that future taxable profits would be available. Management has determined thatfor the recoverability of the balance of deferred tax assets of USD 6,621,611 in respect of the remaining unused tax losses cannot be reasonably ascertainedU.S. and Singapore subsidiaries because a trend of profitable growth in thefuture profitability of these subsidiaries is not yet fully established. If profitable growth continues then the management will reassess the probability of future taxable profits and the utilization of the remaining unused tax losses.
F-31
Deferred tax assets and liabilities are attributable to the following:
| As at March 31 | ||||||||||||||||||||||||
| Assets | Liabilities | Net | ||||||||||||||||||||||
| Particulars | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | ||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||
| Property, plant and equipment | — | — | (96,540 | ) | (39,517 | ) | (96,540 | ) | (39,517 | ) | ||||||||||||||
| Intangible assets | — | — | (483,058 | ) | (439,664 | ) | (483,058 | ) | (439,664 | ) | ||||||||||||||
| Trade and other receivables | 80,636 | — | — | — | 80,636 | — | ||||||||||||||||||
| Other non-current assets | — | — | (41,232 | ) | (71,061 | ) | (41,232 | ) | (71,061 | ) | ||||||||||||||
| Other current assets | 52,305 | 90,750 | — | — | 52,305 | 90,750 | ||||||||||||||||||
| Employee benefits | 143,654 | 222,927 | — | (6,246 | ) | 143,654 | 216,681 | |||||||||||||||||
| Deferred revenue | — | 8,609 | — | — | — | 8,609 | ||||||||||||||||||
| Other non-current liabilities | 115,379 | 131,058 | — | — | 115,379 | 131,058 | ||||||||||||||||||
| Minimum alternate tax | — | 176,954 | — | — | 176,954 | |||||||||||||||||||
| Tax loss carry forwards | 11,809 | 2,747,354 | — | — | 11,809 | 2,747,354 | ||||||||||||||||||
| Other disallowances | 217,047 | 103,144 | — | — | 217,047 | 103,144 | ||||||||||||||||||
Deferred tax assets/(liabilities) | 620,830 | 3,480,796 | (620,830 | ) | (556,488 | ) | — | 2,924,308 | ||||||||||||||||
| Set off | (620,830 | ) | (556,488 | ) | 620,830 | 556,488 | — | — | ||||||||||||||||
Net deferred tax assets/(liabilities) | — | 2,924,308 | — | — | — | 2,924,308 | ||||||||||||||||||
F-32
| As at March 31 | ||||||||||||||||||||||||
| Assets | Liabilities | Net | ||||||||||||||||||||||
| 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||||||||
| Particulars | (in USD) | |||||||||||||||||||||||
Property, plant and equipment | — | — | (125,942 | ) | (372,822 | ) | (125,942 | ) | (372,822 | ) | ||||||||||||||
Intangible assets | — | — | (293,411 | ) | (808,350 | ) | (293,411 | ) | (808,350 | ) | ||||||||||||||
Trade and other receivables | 349,526 | — | — | — | 349,526 | — | ||||||||||||||||||
Other current assets | 167,246 | — | — | — | 167,246 | — | ||||||||||||||||||
Employee benefits | 221,215 | — | — | — | 221,215 | — | ||||||||||||||||||
Other non-current liabilities | 89,136 | — | — | — | 89,136 | — | ||||||||||||||||||
Minimum alternate tax | 930,428 | — | — | — | 930,428 | — | ||||||||||||||||||
Tax loss carry forwards | 4,559,694 | 797,728 | — | — | 4,559,694 | 797,728 | ||||||||||||||||||
Share based payments | 2,580,788 | — | — | — | 2,580,788 | — | ||||||||||||||||||
Other disallowances | 414,162 | — | — | — | 414,162 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Deferred tax assets/(liabilities) | 9,312,195 | 797,728 | (419,353 | ) | (1,181,172 | ) | 8,892,842 | (383,444 | ) | |||||||||||||||
Set off | (419,353 | ) | (797,728 | ) | 419,353 | 797,728 | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net deferred tax assets/(liabilities) | 8,892,842 | — | — | (383,444 | ) | 8,892,842 | (383,444 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Movement in Temporary Differences During the Year
| Effects of | Effects of | |||||||||||||||||||||||||||||||||||
| Recognised | Movement | Recognised | Movement | |||||||||||||||||||||||||||||||||
| Balance as | Recognised | in Other | in Foreign | Balance as | Recognised | in Other | in Foreign | Balance as | ||||||||||||||||||||||||||||
| on April 1, | in Profit | Comprehensive | Exchange | on March 31, | in Profit | Comprehensive | Exchange | on March 31, | ||||||||||||||||||||||||||||
| Particulars | 2009 | or Loss | Income | Rates | 2010 | or loss | Income | Rates | 2011 | |||||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||||||
| Property, plant and equipment | (126,559 | ) | 45,066 | — | (15,047 | ) | (96,540 | ) | 45,771 | — | 11,252 | (39,517 | ) | |||||||||||||||||||||||
| Intangible assets | (463,835 | ) | 46,729 | — | (65,952 | ) | (483,058 | ) | 38,672 | — | 4,724 | (439,664 | ) | |||||||||||||||||||||||
| Trade and other receivables | 382,854 | (339,009 | ) | — | 36,791 | 80,636 | (79,273 | ) | — | (1,363 | ) | — | ||||||||||||||||||||||||
| Other non-current assets | (52,185 | ) | 17,687 | — | (6,734 | ) | (41,232 | ) | (29,722 | ) | — | (107 | ) | (71,061 | ) | |||||||||||||||||||||
| Other current assets | 11,127 | 37,269 | — | 3,909 | 52,305 | 38,301 | — | 144 | 90,750 | |||||||||||||||||||||||||||
| Employee benefits | 94,160 | 27,818 | 5,590 | 16,086 | 143,654 | 48,486 | 24,514 | 27 | 216,681 | |||||||||||||||||||||||||||
| Deferred revenue | — | — | — | — | — | 8,511 | — | 98 | 8,609 | |||||||||||||||||||||||||||
| Other non-current liabilities | 58,832 | 45,040 | — | 11,507 | 115,379 | 16,143 | — | (464 | ) | 131,058 | ||||||||||||||||||||||||||
| Minimum alternate tax | — | — | — | — | — | 174,950 | — | 2,004 | 176,954 | |||||||||||||||||||||||||||
| Tax loss carry forwards | 59,832 | (52,117 | ) | — | 4,094 | 11,809 | 2,716,235 | — | 19,310 | 2,747,354 | ||||||||||||||||||||||||||
| Others | 35,774 | 165,927 | — | 15,346 | 217,047 | (111,403 | ) | — | (2,500 | ) | 103,144 | |||||||||||||||||||||||||
Total | — | (5,590 | ) | 5,590 | — | — | 2,866,671 | 24,514 | 33,123 | 2,924,308 | ||||||||||||||||||||||||||
Particulars | Balance as on April 1, 2011 | Recognised in profit or loss | Recognised in other comprehensive income | Effects of movement in foreign exchange rates | Balance as on March 31, 2012 | Recognised in profit or loss | Recognised in other comprehensive income | Effects of movement in foreign exchange rates | Balance as on March 31, 2013 | |||||||||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||||||||||
Property, plant and equipment | (39,517 | ) | (98,597 | ) | — | 12,172 | (125,942 | ) | (253,111 | ) | — | 6,231 | (372,822 | ) | ||||||||||||||||||||||
Intangible assets | (439,664 | ) | 196,395 | — | (50,142 | ) | (293,411 | ) | (119,091 | ) | — | (395,848 | ) | (808,350 | ) | |||||||||||||||||||||
Trade and other receivables | — | 376,613 | — | (27,087 | ) | 349,526 | (333,726 | ) | — | (15,800 | ) | — | ||||||||||||||||||||||||
Other current assets | 90,750 | 94,995 | — | (18,499 | ) | 167,246 | (159,686 | ) | — | (7,560 | ) | — | ||||||||||||||||||||||||
Employee benefits | 216,681 | 42,435 | (7,535 | ) | (30,366 | ) | 221,215 | (197,415 | ) | (13,800 | ) | (10,000 | ) | — | ||||||||||||||||||||||
Other non-current liabilities | 68,606 | 31,625 | — | (11,095 | ) | 89,136 | (85,107 | ) | — | (4,029 | ) | |||||||||||||||||||||||||
Minimum alternate tax | 176,954 | 836,378 | — | (82,904 | ) | 930,428 | (888,370 | ) | — | (42,058 | ) | — | ||||||||||||||||||||||||
Tax loss carry forwards | 2,747,354 | 2,327,152 | — | (514,812 | ) | 4,559,694 | (3,559,628 | ) | — | (202,338 | ) | 797,728 | ||||||||||||||||||||||||
Share based payments | — | 2,780,793 | — | (200,005 | ) | 2,580,788 | (2,464,129 | ) | — | (116,659 | ) | — | ||||||||||||||||||||||||
Others | 103,144 | 349,410 | — | (38,392 | ) | 414,162 | (395,441 | ) | — | (18,721 | ) | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total | 2,924,308 | 6,937,199 | (7,535 | ) | (961,130 | ) | 8,892,842 | (8,455,704 | ) | (13,800 | ) | (806,782 | ) | (383,444 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| 20) | |
| TRADE AND OTHER RECEIVABLES |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Trade receivables, net | 9,537,762 | 10,890,207 | ||||||
| Due from employees | 249,719 | 95,958 | ||||||
| Security deposits | 982,896 | 1,243,558 | ||||||
| Interest accrued but not due on term deposits | 1,679,150 | 627,446 | ||||||
Total | 12,449,527 | 12,857,169 | ||||||
| Non-current | 413,488 | 600,067 | ||||||
| Current | 12,036,039 | 12,257,102 | ||||||
Total | 12,449,527 | 12,857,169 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Trade receivables, net | 17,985,015 | 20,776,165 | ||||||
Due from employees | 324,612 | 222,738 | ||||||
Security deposits | 1,647,549 | 3,459,922 | ||||||
Interest accrued but not due on term deposits | 1,425,244 | 1,652,568 | ||||||
|
|
|
| |||||
Total | 21,382,420 | 26,111,393 | ||||||
|
|
|
| |||||
Non-current | 807,159 | 820,951 | ||||||
Current | 20,575,261 | 25,290,442 | ||||||
|
|
|
| |||||
Total | 21,382,420 | 26,111,393 | ||||||
|
|
|
| |||||
The trade receivable consists of airline, corporate and retail customers.
Security deposits include amounts paid in advance to suppliers of hotel and other services in order to guarantee the provision of those services.
The management do not consider there to be significant concentration of credit risk relating to trade and other receivables.
The Group’s exposure to credit and currency risks and impairment losses related to trade and the receivables is disclosed in note 5 and 31.
F-33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 21) | |
| CASH AND CASH EQUIVALENTS |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Cash in hand | 116,799 | 155,643 | ||||||
| Credit card collection in hand | 3,503,630 | 3,706,738 | ||||||
| Bank balances | 5,721,097 | 3,363,637 | ||||||
| Term deposits | — | 44,504,303 | ||||||
Cash and cash equivalents | 9,341,526 | 51,730,321 | ||||||
| Bank overdrafts used for cash management purposes | (3,996,066 | ) | (3,855,977 | ) | ||||
Cash and cash equivalents in the statement of cash flows | 5,345,460 | 47,874,344 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Cash in hand | 155,737 | 196,510 | ||||||
Credit card collection in hand | 4,123,100 | 14,746,984 | ||||||
Bank balances | 14,642,810 | 14,311,848 | ||||||
Term deposits | 24,876,583 | 7,246,136 | ||||||
|
|
|
| |||||
Cash and cash equivalents | 43,798,230 | 36,501,478 | ||||||
Bank overdrafts used for cash management purposes | — | 866,521 | ||||||
|
|
|
| |||||
Cash and cash equivalents in the statement of cash flows | 43,798,230 | 35,634,957 | ||||||
|
|
|
| |||||
Credit card collection in hand represents the amount of collection from credit card swiped by the customers which is outstanding as at the year end and credited to Group’s bank accounts subsequent to the year end.
The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and financial liabilities is disclosed in note 5 and 31.
| 22) | |
| TERM DEPOSITS |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Term deposits | 14,471,404 | 16,941,920 | ||||||
Total | 14,471,404 | 16,941,920 | ||||||
| Non-current | 1,295,489 | 706,873 | ||||||
| Current | 13,175,915 | 16,235,047 | ||||||
Total | 14,471,404 | 16,941,920 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Term deposits | 44,325,130 | 48,114,962 | ||||||
|
|
|
| |||||
Total | 44,325,130 | 48,114,962 | ||||||
|
|
|
| |||||
Non-current | 648,506 | 911,245 | ||||||
Current | 43,676,624 | 47,203,717 | ||||||
|
|
|
| |||||
Total | 44,325,130 | 48,114,962 | ||||||
|
|
|
| |||||
As of March 31, 2011,2013, term deposits with banks includes USD 661,960801,960 (March 31, 2010:2012: USD 661,960)536,960) against which letter of credit has been issued to various airlines.
As of March 31, 2011,2013, term deposits includes USD 13,112,94121,990,019 (March 31, 2010:2012: USD 4,294,929)14,715,469) pledged with banks against bank guarantees and bank overdraft facility.
| 23) | |
| OTHER CURRENT ASSETS |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Advance to vendors | 7,138,336 | 16,685,798 | ||||||
| Prepaid expenses | 359,707 | 1,114,710 | ||||||
| Prepaid lease rentals | 34,044 | 51,521 | ||||||
Total | 7,532,087 | 17,852,029 | ||||||
F-34
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Advance to vendors | 20,062,884 | 20,776,327 | ||||||
Prepaid expenses | 1,572,607 | 1,532,860 | ||||||
Prepaid lease rentals | 79,790 | 93,843 | ||||||
Other assets | 77,495 | 1,256,185 | ||||||
|
|
|
| |||||
Total | 21,792,776 | 23,659,215 | ||||||
|
|
|
| |||||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 24) | |
| OTHER NON-CURRENT ASSETS |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Prepaid lease rentals | 124,126 | 219,021 | ||||||
Total | 124,126 | 219,021 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Prepaid lease rentals | 449,559 | 527,391 | ||||||
|
|
|
| |||||
Total | 449,559 | 527,391 | ||||||
|
|
|
| |||||
| 25) | |
| CAPITAL AND RESERVES |
Share Capital and Share Premium
| Ordinary Shares | ||||||||||||
| Particulars | Number | Share Capital | Share Premium | |||||||||
| (in USD) | ||||||||||||
| Balance as at April 1, 2009 | 17,437,120 | 8,714 | 10,816,307 | |||||||||
| Shares issued during the year on exercise of options | 105,000 | 53 | 540,215 | |||||||||
Balance as at March 31, 2010 | 17,542,120 | 8,767 | 11,356,522 | |||||||||
| Balance as at April 1, 2010 | 17,542,120 | 8,767 | 11,356,522 | |||||||||
| Issue of ordinary shares through initial public offering, net of issuance costs | 4,153,846 | 2,077 | 54,039,405 | |||||||||
| Convertible and redeemable preference shares converted to ordinary shares at initial public offering | 12,324,460 | 6,162 | 41,179,783 | |||||||||
| Shares issued during the year on exercise of options | 1,079,213 | 540 | 4,965,951 | |||||||||
Balance as at March 31, 2011 | 35,099,639 | 17,546 | 111,541,661 | |||||||||
| Ordinary Shares | ||||||||||||
Particulars | Number | Share capital | Share premium | |||||||||
| (in USD) | ||||||||||||
Balance as at April 1, 2011 | 35,099,639 | 17,546 | 111,541,661 | |||||||||
Issue of ordinary shares through follow-on public offering, net of issuance costs | 1,546,777 | 773 | 36,276,441 | |||||||||
Shares issued during the year on exercise of options | 513,189 | 257 | 2,326,010 | |||||||||
|
|
|
|
|
| |||||||
Balance as at March 31, 2012 | 37,159,605 | 18,576 | 150,144,112 | |||||||||
|
|
|
|
|
| |||||||
Balance as at April 1, 2012 | 37,159,605 | 18,576 | 150,144,112 | |||||||||
Own shares acquired | (40,142 | ) | — | — | ||||||||
Shares issued during the year on exercise of options | 233,503 | 116 | 1,250,609 | |||||||||
Issue of ordinary shares related to business combination | 209,050 | 105 | 2,347,842 | |||||||||
|
|
|
|
|
| |||||||
Balance as at March 31, 2013 | 37,562,016 | 18,797 | 153,742,563 | |||||||||
|
|
|
|
|
| |||||||
On August 17, 2010, the Company completed the initial public offering of its ordinary shares, pursuant to which the Company issued and sold 3,846,154 ordinary shares and certain of its existing shareholders (referred to as the “Selling Shareholders”) sold 1,153,846 ordinary shares at a price of USD 14 per share. The offering resulted in gross proceeds of USD 53,846,156 and net proceeds of USD 50,076,925 to the Company and gross proceeds of USD 16,153,844 and net proceeds of USD 15,023,075 to the Selling Shareholders, after deducting underwriting discounts and commissions. Additionally, the Company incurred offering related expenses of approximately USD 2,128,176. The underwriters exercised their option to purchase 307,692 additional ordinary shares from the Company and 442,308 additional ordinary shares from the Selling Shareholders at the initial offering price of USD 14 per share to cover over-allotments, resulting in additional gross proceeds of USD 4,307,688 and net proceeds of USD 4,006,150 to the Company and additional gross proceeds of USD 6,192,312 and net proceeds of USD 5,758,850 to the Selling Shareholders, after deducting underwriting discounts and commissions.
F-35
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
On June 2, 2011, the Company completed the follow-on public offering of its ordinary shares on NASDAQ, pursuant to which the Company issued and sold 1,450,000 ordinary shares and certain of its existing shareholders (referred to as the “Selling Shareholders”) sold 3,794,000 ordinary shares at a price of USD 24 per share. The offering resulted in gross proceeds of USD 34,800,000 and net proceeds of USD 33,669,000 to the Company and gross proceeds of USD 91,056,000 and net proceeds of USD 88,096,680 to the Selling Shareholders, after deducting underwriting discounts and commissions. Additionally, the Company incurred offering related expenses of approximately USD 518,942. Further on June 29, 2011, the underwriters exercised their option to purchase 96,777 additional ordinary shares from the Company and 253,223 additional ordinary shares from the Selling Shareholders at the follow-on offering price of USD 24 per share to cover over-allotments, resulting in additional gross proceeds of USD 2,322,648 and net proceeds of USD 2,247,162 to the Company and additional gross proceeds of USD 6,077,352 and net proceeds of USD 5,879,838 to the Selling Shareholders, after deducting underwriting discounts and commissions.
On November 6, 2012, the Company issued 209,050 shares as a part of the initial consideration for the acquisition of Hotel Travel Group.
In December 2012, the Company purchased 40,142 of its own shares from the open market at the prevailing market price at different dates for USD 525,098, including directly attributable cost. This buy-back program was approved by the board of directors on November 6, 2012.
The Company presently has only one class of ordinary shares. For all matters submitted to vote in a shareholders meeting of the Company, every holder of an ordinary share as reflected in the records of the Company on the date of the shareholders meeting shall have one vote in respect of each share held.
Mauritius law mandates that any dividends shall be declared out of the distributable profits, after having set off accumulated losses at the beginning of the accounting period and no distribution may be made unless the Group’s board of directors is satisfied that upon the distribution being made (1) the Company is able to pay its debts as they become due in the normal course of business and (2) the value of the Company’s assets is greater than the sum of (a) the value of its liabilities and (b) Company’s stated capital. Should the Company declare and pay any dividends on ordinary shares, such dividends will be paid in USD to each holder of ordinary shares in proportion to the number of shares held to the total ordinary shares outstanding as on that date.
In the event of liquidation of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company shall be distributed to the holders of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date.
Foreign currency translation reserve
The translation reserve comprises foreign currency differences arising from the translation of the financial statements of the Indian, subsidiary.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 26) | |
| ACQUISITION OF NON-CONTROLLING INTERESTS |
In December 2010, the Group acquired an additional 0.01% interest in its Indian subsidiary (MakeMyTrip (India) private Limited) for USD 325,140 in cash, increasing its ownership from 99.98% to 99.99%. The Group recognised a decrease in non-controlling interest of USD 6,545 and an increase in accumulated deficit of USD 318,595.
In February 2012, the Group acquired an additional 3.42% interest in its Singapore subsidiary (Luxury Tours & Travel Pte Ltd) through subscription of new equity shares issued by the subsidiary for USD 812,062 in cash, increasing its ownership from 79.36% to 82.78%. The Group recognised an increase in non-controlling interest of USD 148,425 and an increase in accumulated deficit of USD 148,425. Further, in August 2012, the Group acquired the remaining shares held by a shareholder of LTT for USD 792,982 in cash, increasing its ownership to 100%. The Group recognized a decrease in non-controlling interest of USD 5,378, an increase in accumulated deficit of USD 20,871 and a decrease in translation reserve of USD 15,493.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 27) | |
| EARNINGS (LOSS) PER SHARE |
The following is the reconciliation of the income (loss) attributable to ordinary shareholders and weighted average number of ordinary shares used in the computation of basic and diluted earnings (loss) per share for the yearsyear ended March 31, 2009, 20102011, 2012 and 2011:
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| Earnings (Loss) attributable to ordinary shareholders (USD) | (7,346,033 | ) | (6,206,239 | ) | 4,827,471 | |||||||
| Accretion of liability component of Series A convertible and redeemable preference share (USD) | — | — | 253,058 | |||||||||
| Accretion of liability component of Series B convertible and redeemable preference share (USD) | 331,775 | — | 130,261 | |||||||||
| Accretion of liability component of Series C convertible and redeemable preference share (USD) | — | — | 42,972 | |||||||||
| Net change in fair value of derivative on Series B convertible and redeemable preference share (USD) | (4,229,152 | ) | — | (22,305 | ) | |||||||
F-36
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
Earnings (Loss) attributable to ordinary shareholders (USD) | 4,827,471 | 7,183,935 | (27,592,521 | ) | ||||||||
Accretion of liability component of Series A convertible and redeemable preference share (USD) | 253,058 | — | — | |||||||||
Accretion of liability component of Series B convertible and redeemable preference share (USD) | 130,261 | — | — | |||||||||
Accretion of liability component of Series C convertible and redeemable preference share (USD) | 42,972 | — | — | |||||||||
Net change in fair value of derivative on Series B convertible and redeemable preference share (USD) | (22,305 | ) | — | — | ||||||||
Net change in fair value of derivative on Series C convertible and redeemable preference share (USD) | (26,077 | ) | — | — | ||||||||
|
|
|
|
|
| |||||||
Earnings (Loss) attributable to ordinary shareholders – dilutive (USD) | 5,205,380 | 7,183,935 | (27,592,521 | ) | ||||||||
Weighted average number of ordinary shares outstanding used in computing basic earnings (loss) per share | 28,320,901 | 36,682,240 | 37,315,434 | |||||||||
Dilutive effect of share based awards (Nos.) | 1,935,921 | 1,551,830 | — | |||||||||
Dilutive effect of convertible securities (Nos.) | ||||||||||||
- Series A convertible and redeemable preference share | 2,504,765 | — | — | |||||||||
- Series B convertible and redeemable preference share | 1,129,632 | — | — | |||||||||
- Series C convertible and redeemable preference share | 1,059,028 | — | — | |||||||||
|
|
|
|
|
| |||||||
Weighted average number of ordinary shares outstanding used in computing dilutive earnings (loss) per share | 34,950,246 | 38,234,070 | 37,315,434 | |||||||||
Earnings (Loss) per share (USD) | ||||||||||||
Basic | 0.17 | 0.20 | (0.74 | ) | ||||||||
Diluted | 0.15 | 0.19 | (0.74 | ) | ||||||||
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| Net change in fair value of derivative on Series C convertible and redeemable preference share (USD) | — | — | (26,077 | ) | ||||||||
| Earnings (Loss) attributable to ordinary shareholders — dilutive (USD) | (11,243,410 | ) | (6,206,239 | ) | 5,205,380 | |||||||
| Weighted average number of ordinary shares outstanding used in computing basic earnings (loss) per share | 17,437,120 | 17,521,120 | 28,320,901 | |||||||||
| Dilutive effect of share options (Nos.) | — | — | 1,935,921 | |||||||||
| Dilutive effect of convertible securities (Nos.) | ||||||||||||
| - Series A convertible and redeemable preference share | — | — | 2,504,765 | |||||||||
| - Series B convertible and redeemable preference share | 2,966,300 | — | 1,129,632 | |||||||||
| - Series C convertible and redeemable preference share | — | — | 1,059,028 | |||||||||
| Weighted average number of ordinary shares outstanding used in computing dilutive earnings (loss) per share | 20,403,420 | 17,521,120 | 34,950,246 | |||||||||
| Earnings (loss) per share (USD) | ||||||||||||
| Basic | (0.42 | ) | (0.35 | ) | 0.17 | |||||||
| Diluted | (0.55 | ) | (0.35 | ) | 0.15 | |||||||
F-37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||
| Earnings (Loss) attributable to ordinary shareholders (USD) | (7,346,033 | ) | (6,206,239 | ) | 4,827,471 | |||||||
| Pro forma effects of convertible and redeemable preference shares | ||||||||||||
| — Accretion of liability component of convertible and redeemable preference share (USD) | 1,008,802 | 1,125,677 | 426,291 | |||||||||
| — Net change in fair value of derivative on convertible and redeemable preference share (USD) | (4,984,590 | ) | (253,212 | ) | (48,382 | ) | ||||||
Numerator for pro forma basic and diluted earnings (loss) per share (USD) | (11,321,821 | ) | (5,333,774 | ) | 5,205,380 | |||||||
| Weighted average number of shares outstanding | 17,437,120 | 17,521,120 | 20,668,901 | |||||||||
| Conversion of convertible and redeemable preference share to ordinary shares (Nos.) | 12,324,460 | 12,324,460 | 12,324,460 | |||||||||
| Denominator for pro forma basic earnings (loss) per share | 29,761,580 | 29,845,580 | 32,993,361 | |||||||||
| Dilutive effect of share options (Nos.) | — | — | 1,935,921 | |||||||||
| Denominator for pro forma diluted earnings (loss) per share | 29,761,580 | 29,845,580 | 34,929,282 | |||||||||
| Pro forma earnings (loss) per share (USD) — unaudited | ||||||||||||
| Basic | (0.38 | ) | (0.18 | ) | 0.16 | |||||||
| Diluted | (0.38 | ) | (0.18 | ) | 0.15 | |||||||
| 28) | |
| LOANS AND BORROWINGS |
This note provides information about the contractual terms of Group’s interest bearing loans and borrowings, which are measured at amortized cost. For more information about the Group’s exposure to interest rate, foreign currency and liquidity risk, see note 5 and 31.
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
Non-current liabilities | ||||||||
| Finance lease liabilities | 42,815 | 19,027 | ||||||
| Secured bank loans | 89,288 | 129,896 | ||||||
Non-current portion of loans and borrowings | 132,103 | 148,923 | ||||||
F-38
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Non-current liabilities | ||||||||
Finance lease liabilities | 98,248 | 55,765 | ||||||
Secured bank loans | 79,032 | 228,668 | ||||||
|
|
|
| |||||
Non-current portion of loans and borrowings | 177,280 | 284,433 | ||||||
|
|
|
| |||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Current liabilities | ||||||||
Current portion of finance lease liabilities | 35,676 | 27,149 | ||||||
Current portion of secured bank loans | 46,407 | 108,310 | ||||||
|
|
|
| |||||
Current portion of loans and borrowings | 82,083 | 135,459 | ||||||
|
|
|
| |||||
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
Current liabilities | ||||||||
| Convertible and redeemable preference shares | 40,759,654 | — | ||||||
| Current portion of secured bank loans | 25,224 | 49,315 | ||||||
| Current portion of finance lease liabilities | 49,917 | 11,319 | ||||||
Current portion of loans and borrowings | 40,834,795 | 60,634 | ||||||
Terms and conditions of outstanding loans were as follows:
| As at March 31, 2010 | As at March 31, 2011 | |||||||||||||||||||||||||||
| Interest | Year of | Original | Carrying | Original | Carrying | |||||||||||||||||||||||
| Particulars | Currency | Rate | Maturity | Value | Amount | Value | Amount | |||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||
| Secured bank loans | INR | 9% - 13% | 2012 - 2015 | 134,421 | 114,512 | 225,459 | 179,211 | |||||||||||||||||||||
| Finance lease liabilities | INR | 10% - 14% | 2011 - 2013 | 186,649 | 92,732 | 93,118 | 30,346 | |||||||||||||||||||||
| As at March 31, 2012 | As at March 31, 2013 | |||||||||||||||||||||||||
| Interest | Year of | Original | Carrying | Original | Carrying | |||||||||||||||||||||
Particulars | Currency | rate | maturity | value | amount | value | amount | |||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||
Secured bank loans | INR | 9% - 13% | 2014 - 2017 | 201,439 | 125,439 | 357,729 | 251,230 | |||||||||||||||||||
Finance lease liabilities | INR | 10% - 14% | 2012 - 2013 | 43,506 | 16,581 | — | — | |||||||||||||||||||
Finance lease liabilities | SGD | 3.76% - 3.77% | 2015 - 2017 | 156,025 | 117,343 | 32,250 | 16,124 | |||||||||||||||||||
Secured bank loans | THB | 7.25% | 2015 | — | — | 170,853 | 85,748 | |||||||||||||||||||
Finance lease liabilities | THB | 4.35% - 7.60% | 2015 - 2016 | — | — | 91,010 | 66,790 | |||||||||||||||||||
The bank loans are secured over motor vehicles with a carrying amount of USD 221,179293,291 as at March 31, 20112013 (March 31, 2010:2012: USD 135,991)168,573).
The finance lease liabilities are secured over motor vehicles with a carrying amount of USD 73,70489,630 as at March 31, 20112013 (March 31, 2010:2012: USD 151,915)177,334).
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Finance Lease Liabilities
Finance lease liabilities are as follows:
| As at March 31, 2010 | As at March 31, 2011 | |||||||||||||||||||||||
| Present Value of | Present Value of | |||||||||||||||||||||||
| Future Minimum | Minimum Lease | Future Minimum | Minimum Lease | |||||||||||||||||||||
| Particulars | Lease Payments | Interest | Payments | Lease Payments | Interest | Payments | ||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||
| Less than one year | 58,246 | 8,329 | 49,917 | 14,288 | 2,969 | 11,319 | ||||||||||||||||||
| Between one and five years | 48,369 | 5,554 | 42,815 | 20,641 | 1,614 | 19,027 | ||||||||||||||||||
Total | 106,615 | 13,883 | 92,732 | 34,929 | 4,583 | 30,346 | ||||||||||||||||||
| As at March 31, 2012 | As at March 31, 2013 | |||||||||||||||||||||||
Particulars | Future minimum lease payments | Interest | Present value of minimum lease payments | Future minimum lease payments | Interest | Present value of minimum lease payments | ||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||
Less than one year | 39,950 | 4,274 | 35,676 | 32,223 | 5,074 | 27,149 | ||||||||||||||||||
Between one and five years | 103,528 | 11,261 | 92,267 | 60,916 | 5,151 | 55,765 | ||||||||||||||||||
More than five years | 6,548 | 567 | 5,981 | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 150,026 | 16,102 | 133,924 | 93,139 | 10,225 | 82,914 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
The Group has taken certain vehicles on lease and which have an option for the Group to purchase the vehicles as per terms of the lease agreements.
Credit Facility
The group has fund based limits with HDFC bank and Yes bankvarious banks amounting to USD 11,041,086 and21,705,236 as at March 31, 2013 (March 31, 2012: USD 9,936,977 respectively.30,442,001). The group has drawn down from its outstanding limit amounting to USD 3,855,977866,521 as at March 31, 2011 from HDFC Bank2013 (March 31, 2012: Nil) (refer note 17)21).
F-39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Convertible and redeemable preference shares
The compound financial instrument issued by the Group comprises convertible and redeemable preference shares (series A, B and C) with a discretionary, non-cumulative 8% dividend that can be converted into ordinary share capital at the option of the holder. One preference share will be converted into one ordinary share. The details of convertible and redeemable preference share are as follows:
| Convertible and | Convertible and | Convertible and | ||||||||||
| Redeemable | Redeemable | Redeemable | ||||||||||
| Preference Share — | Preference Share — | Preference Share — | ||||||||||
| Particulars | Series A | Series B | Series C | |||||||||
| (in USD) | ||||||||||||
| Number of shares | 6,577,260 | 2,966,300 | 2,780,900 | |||||||||
| Subscription amount | 13,000,000 | 15,000,579 | 15,000,175 | |||||||||
Particulars | Convertible and Redeemable Preference Share — Series A | Convertible and Redeemable Preference Share — Series B | Convertible and Redeemable Preference Share — Series C | |||||||||
| (in USD) | ||||||||||||
Number of shares | 6,577,260 | 2,966,300 | 2,780,900 | |||||||||
Subscription amount | 13,000,000 | 15,000,579 | 15,000,175 | |||||||||
This compound instrument also has following adjustment clauses:
if subsequent to the issuance of the preference shares, the Group issues securities to parties (except for issue of securities discussed below*) at a price lower than the issue price of the original preference shares but higher than USD 1.08, then the Group is obligated to issue additional preference shares to the original preference shareholders, such that the average price of all preference shares held by the original Series A, B and C preference shareholders is | ||
if subsequent to the issuance of the preference shares, the Group issues securities to parties (except for issue of securities discussed below*) with a conversion price lower than the issue price of the original preference shares but higher than USD 1.08, then the Group is obligated to issue additional preference shares to the original preference shareholders such that the average price of all preference shares held by the original Series A, B and C shareholders is equal to the conversion price of the new Series A, B and C preference shares issued.
if subsequent to the issuance of the preference shares, except for any (a) ordinary shares issued to the employees of the Group under any employee share option plan approved by the Board; and (b) ordinary shares issued to one of the ordinary shareholder, the Group issues additional securities to any person at a price per security that is lower than USD 1.08 or the price at which such security is convertible into ordinary or preference shares is less than USD 1.08, then the Group is obligated to issue additional ordinary shares or preferred shares to the original preference shareholders such that the average price of all ordinary or preference shares held by the original preference shareholders is equal to the purchase/conversion price of the new ordinary or preference share issuance price.
* Except for any Securities issued (a) to employees, consultants, officers or directors of the Group pursuant to preferred share option plans or preferred stock purchase plans (in each case, approved by the Board); (b) to financial institutions in connection with commercial credit arrangements, equipment financing or other similar financing arrangements, (c) pursuant to an Initial Public Offering (“IPO”); (d) pursuant to any stock splits, stock dividends or like transactions; or (e) to a non-financial corporation in connection with a license, distribution, business development, or for other similar arrangements.
F-40
The preference shares do not have a mandatory maturity period, however within the four years from the subscription date the preference shares may be redeemed if such redemption has been approved by the majority shareholders of the respective series. If the IPO does not happen within four years from the subscription date then the Group may also redeem such shares at any time after four years at a price equal to the purchase price of the preference shares.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The adjustment clauses as stated above represents a price protection feature that protects the original preference shareholders from declines in the market value of the Group’s securities. This clause may result in the entity issuing variable number of shares on conversion hence, represents a liability. Equity instruments are instruments that evidence a residual interest in the assets of an entity after deducting all of its liabilities. Therefore, when the initial carrying amount of a compound financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The value of any derivative features (such as conversion option) embedded in the compound financial instrument other than the equity component is included in the liability component. The sum of the carrying amounts assigned to the liability and equity components on initial recognition is always equal to the fair value that would be ascribed to the instrument as a whole. No gain or loss arises from initially recognizing the components of the instrument separately.
The equity component is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component (including the embedded derivative liability). The fair value of the financial liability has been initially recognized at the amount payable on demand, discounted from the first date that the amount could be required to be paid. As the preference shareholders can demand repayment of the purchase price at any time subsequent to issuance, the fair value of the liability component has been calculated at not less than the nominal amount of the preference shares issued. From the liability component that includes the embedded derivative liability the fair value of the derivative liability is separated and the balance host contract is the liability. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition. Separable Embedded Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Fair value of the derivative is determined on the inception using binomial lattice method. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted through income statement.
The carrying amount of the liability component of convertible and redeemable preference share is summarized below:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| Carrying amount of liability at beginning of the year | 39,633,977 | 40,759,654 | ||||||
| Accretion of interest | 1,125,677 | 426,291 | ||||||
| Converted to ordinary shares on IPO | — | (41,185,945 | ) | |||||
Carrying amount of liability at end of the year | 40,759,654 | — | ||||||
F-41
Particulars | As at March 31, 2011 | |||
| (in USD) | ||||
Carrying amount of liability at beginning of the year | 40,759,654 | |||
Accretion of interest | 426,291 | |||
Converted to ordinary shares on IPO | (41,185,945 | ) | ||
Carrying amount of liability at end of the year | — | |||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 29) | |
| OTHER CURRENT LIABILITIES |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Statutory liabilities | 554,170 | 1,706,618 | ||||||
Total | 554,170 | 1,706,618 | ||||||
Particulars | As at March 31 | |||||||
| 2012 | 2013 | |||||||
| (in USD) | ||||||||
Statutory liabilities | 1,876,980 | 1,782,279 | ||||||
Deferred rent liabilities | 56,154 | 29,984 | ||||||
Other liabilities | 168,432 | 699,425 | ||||||
|
|
|
| |||||
Total | 2,101,566 | 2,511,688 | ||||||
|
|
|
| |||||
| 30) | |
| OTHER NON-CURRENT LIABILITIES |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Deferred rent liabilities | 447,295 | 503,320 | ||||||
Total | 447,295 | 503,320 | ||||||
Particulars | As at March 31 | |||||||
| 2012 | 2013 | |||||||
| (in USD) | ||||||||
Deferred rent liabilities | 600,607 | 674,130 | ||||||
Other liabilities | 887,051 | 6,130,081 | ||||||
|
|
|
| |||||
Total | 1,487,658 | 6,804,211 | ||||||
|
|
|
| |||||
| 31) | |
| EMPLOYEE |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Defined benefit plan | 226,909 | 478,026 | ||||||
| Other long term employee benefit (liability for compensated absences) | 210,535 | 189,024 | ||||||
Total | 437,444 | 667,050 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Defined benefit plan | 481,313 | 693,276 | ||||||
Other long term employee benefit (liability for compensated absences) | 199,822 | 317,017 | ||||||
|
|
|
| |||||
Total | 681,135 | 1,010,293 | ||||||
|
|
|
| |||||
Defined Contribution Plan
The Group’s provident fund scheme is a defined contribution plan. The following table sets out the disclosure in respect of define contribution plan:
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Contribution to provident fund | 427,332 | 401,687 | 631,670 | |||||||||
Total | 427,332 | 401,687 | 631,670 | |||||||||
Particulars | For the Year Ended March 31 | |||||||||||
| 2011 | 2012 | 2013 | ||||||||||
| (in USD) | ||||||||||||
Contribution to provident fund | 631,670 | 955,497 | 1,181,632 | |||||||||
|
|
|
|
|
| |||||||
Total | 631,670 | 955,497 | 1,181,632 | |||||||||
|
|
|
|
|
| |||||||
The cost is recognised as personnel expenses in the consolidated statements of comprehensive income (loss).
F-42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Defined Benefit Plan
The Group’s gratuity scheme is a defined benefit plan. Gratuity is paid as a lump sum amount to employees at retirement or termination of employment at an amount based on the respective employee’s eligible salaries and the years of employment with the Group. The following table sets out the disclosure in respect of the defined benefit plan:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Present value of unfunded obligations | 226,909 | 478,026 | ||||||
Total | 226,909 | 478,026 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Present value of unfunded obligations | 481,313 | 693,276 | ||||||
|
|
|
| |||||
Total | 481,313 | 693,276 | ||||||
|
|
|
| |||||
Movement in the Present Value of the Defined Benefit Obligation
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
Defined benefit obligations at the beginning of the year | 246,268 | 131,626 | 226,909 | |||||||||
| Current service costs | 42,598 | 49,368 | 84,381 | |||||||||
| Interest on obligation | 13,262 | 9,362 | 20,508 | |||||||||
| Actuarial (gain) losses in other comprehensive income | (89,624 | ) | 14,431 | 73,356 | ||||||||
| Benefits paid | (31,467 | ) | (1,843 | ) | (764 | ) | ||||||
| Past service cost | — | — | 72,068 | |||||||||
| Effects of movement in exchange rate | (49,411 | ) | 23,965 | 1,568 | ||||||||
Defined benefit obligations at the end of the year | 131,626 | 226,909 | 478,026 | |||||||||
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Defined benefit obligations at the beginning of the year | 226,909 | 478,026 | 481,313 | |||||||||
Current service costs | 84,381 | 114,678 | 124,972 | |||||||||
Interest on obligation | 20,508 | 32,478 | 36,398 | |||||||||
Actuarial (gain) losses in other comprehensive income | 73,356 | (23,223 | ) | 125,748 | ||||||||
Benefits paid | (764 | ) | (54,159 | ) | (52,401 | ) | ||||||
Past service cost | 72,068 | — | — | |||||||||
Effects of movement in exchange rate | 1,568 | (66,487 | ) | (22,754 | ) | |||||||
|
|
|
|
|
| |||||||
Defined benefit obligations at the end of the year | 478,026 | 481,313 | 693,276 | |||||||||
|
|
|
|
|
| |||||||
Expense Recognised in Profit or Loss
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Current service costs | 42,598 | 49,368 | 84,381 | |||||||||
| Past service cost | — | — | 72,068 | |||||||||
| Interest on obligation | 13,262 | 9,362 | 20,508 | |||||||||
Total | 55,860 | 58,730 | 176,957 | |||||||||
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Current service costs | 84,381 | 114,678 | 124,972 | |||||||||
Past service cost | 72,068 | — | — | |||||||||
Interest on obligation | 20,508 | 32,478 | 36,398 | |||||||||
|
|
|
|
|
| |||||||
Total | 176,957 | 147,156 | 161,370 | |||||||||
|
|
|
|
|
| |||||||
The expense is recognised in personnel expenses in the consolidated statements of comprehensive income (loss).
F-43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Actuarial Gains and (Losses) Recognised in Other Comprehensive Income
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
Cumulative amount at April 1 | 19,486 | 109,110 | 94,679 | |||||||||
| Recognised during the year | 89,624 | (14,431 | ) | (73,356 | ) | |||||||
Cumulative amount at March 31 | 109,110 | 94,679 | 21,323 | |||||||||
| For the Year Ended March 31 | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Cumulative amount at April 1 | 94,679 | 21,323 | 44,546 | |||||||||
Recognised during the year | (73,356 | ) | 23,223 | (125,748 | ) | |||||||
|
|
|
|
|
| |||||||
Cumulative amount at March 31 | 21,323 | 44,546 | (81,202 | ) | ||||||||
|
|
|
|
|
| |||||||
Actuarial Assumptions
Principal actuarial assumptions are given below:
| As at March 31 | ||||||||
| 2010 | 2011 | |||||||
| Discount rate (per annum) | 6.50 | % | 7.70 | % | ||||
| Future salary increases (per annum) | 12.00 | % | 12.00 | % | ||||
| Retirement age | 58 | 58 | ||||||
| Withdrawal rates | 30.00 | % | 30.00 | % | ||||
| As at March 31 | ||||||||
| 2012 | 2013 | |||||||
Discount rate (per annum) | 8.40 | % | 8.00 | % | ||||
Future salary increases (per annum) | 10.00 | % | 10.00 | % | ||||
Retirement age | 58 | 58 | ||||||
Withdrawal rates | 25.00 | % | 25.00 | % | ||||
Assumptions regarding future mortality rates are based on Life Insurance Corporation of India (LIC) published mortality rates(1994-96) tables.
The actuarial valuation is carried out half yearly by an independent actuary. The discount rate used for determining the present value of obligation under the defined benefit plan is determined by reference to market yields at the end of the reporting period on Indian Government Bonds. The currency and the term of the government bonds is consistent with the currency and term of the defined benefit obligation.
The salary growth rate takes into account inflation, seniority, promotion and other relevant factors on long-term basis.
Historical Information:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Present value of defined benefit obligations | 226,909 | 478,026 | ||||||
| Experience gain/(loss) adjustments arising on plan liabilities | 1,780 | (47,856 | ) | |||||
| As at March 31 | ||||||||||||||||||||
Particulars | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||
| (in USD) | ||||||||||||||||||||
Present value of defined benefit obligations | 133,588 | 226,909 | 478,026 | 481,313 | 693,276 | |||||||||||||||
Experience gain (loss) adjustments arising on plan liabilities | 32,627 | 1,780 | (47,856 | ) | 6,594 | (115,018 | ) | |||||||||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 32) | |
| SHARE BASED PAYMENT |
Description of the Share-Based Payment Arrangements
Share Option ProgramProgramme (Equity-Settled)
a) 2006 MakeMyTrip.com Equity Option Plan
In 2006, the Group established a share option program in India, named the ‘2006 MakeMyTrip.com Equity Option Plan’ (or ‘2006 ESOP’), which was approved by the shareholders of the Company at an extra-ordinary meeting held on December 21, 2005. The ESOP entitles the eligible employees to purchase ordinary shares of the Group’s Indian Subsidiary. The Group granted employee stock options to eligible employees on various dates.
F-44
| Weighted | ||||||||
| Average | ||||||||
| Exercise Price | Number of | |||||||
| (USD) | Options | |||||||
| Particulars | 2010 | 2010 | ||||||
| Outstanding at April 1 | 0.39 | 7,865,241 | ||||||
| Forfeited and expired during the period | 0.21 | (24,224 | ) | |||||
| Exercised during the period | 0.21 | (3,826 | ) | |||||
| Granted during the period | — | — | ||||||
| Replaced with options under MMT ESOP plan | 0.38 | (7,837,191 | ) | |||||
| Outstanding at March 31 | — | — | ||||||
| Exercisable at March 31 | — | — | ||||||
b) MakeMyTrip.com Equity Option Plan
In 2000, the Group approved a share option programprogramme in Mauritius, named the MakeMyTrip.com Equity Option Plan (“MMT ESOP Plan”). In June 2009, this plan was expanded in order to issue share options to employees of subsidiaries and directors of the group. The Group replaced certain share options to acquire shares in its Indian subsidiary held by employees at its subsidiaries with options granted under the MMT ESOP Plan.
F-45
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise Price | Number of | Exercise Price | Number of | |||||||||||||
| (USD) | Options | (USD) | Options | |||||||||||||
| Particulars | 2010 | 2010 | 2011 | 2011 | ||||||||||||
| Outstanding at April 1 | — | — | 1.44 | 2,598,810 | ||||||||||||
| Forfeited and expired during the period | — | — | 1.29 | 9,410 | ||||||||||||
| Granted during the period | 1.41 | 2,703,810 | — | — | ||||||||||||
| Exercised during the period | 0.71 | 105,000 | 1.22 | 1,079,213 | ||||||||||||
| Outstanding at March 31 | 1.44 | 2,598,810 | 1.59 | 1,510,187 | ||||||||||||
| Exercisable at March 31 | 1.55 | 2,318,800 | 1.76 | 1,300,187 | ||||||||||||
Particulars | Weighted Average Exercise Price (USD) | Number of Options | Weighted Average Exercise Price (USD) | Number of Options | Weighted Average Exercise Price (USD) | Number of Options | ||||||||||||||||||
| For the Year Ended March 31 | ||||||||||||||||||||||||
| 2011 | 2011 | 2012 | 2012 | 2013 | 2013 | |||||||||||||||||||
Outstanding at beginning of the year | 1.44 | 2,598,810 | 1.59 | 1,510,187 | 1.59 | 913,221 | ||||||||||||||||||
Forfeited and expired during the year | 1.29 | 9,410 | 1.05 | 86,000 | — | — | ||||||||||||||||||
Granted during the year | — | — | — | — | — | — | ||||||||||||||||||
Exercised during the year | 1.22 | 1,079,213 | 1.69 | 510,966 | 1.88 | 222,094 | ||||||||||||||||||
Outstanding at the end of the year | 1.59 | 1,510,187 | 1.59 | 913,221 | 1.49 | 691,127 | ||||||||||||||||||
Exercisable at the end of the year | 1.76 | 1,300,187 | 1.70 | 823,221 | 1.56 | 646,127 | ||||||||||||||||||
The options outstanding at March 31, 20112013 have an exercise price in the range of USD 0.4875 to USD 5.3940 (March 31, 2010:2012: USD 0.00050.4875 to USD 5.3940 and March 31, 2011: USD 0.4875 to USD 5.3940) and a weighted average contractual life of 8 months (March 31, 2012: 1 years and 8 months and March 31, 2011: 2 years and 8 monthsmonths).
During the year ended March 31, 2013, share based payment expense for these options recognized under personnel expenses (refer note 12) amounted to USD 80,934 (March 31, 2010: 3 years2012: USD (25,082) and 6 months)March 31, 2011: USD 527,285).
F-46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
c) Share Incentive Plan
In 2010, the Group approved a share incentive plan in Mauritius, named the MakeMyTrip 2010 Share Incentive Plan (“Share Incentive Plan”). During the year ended March 31, 2012 and 2013, the Group granted restricted share units, or RSUs, under the plan to eligible employees. Each RSU represents the right to receive one common share.
Terms and Conditions of the Share Incentive Plan
The terms and conditions relating to the grants under Share Incentive Plan are given below:
| Grant date/Employees entitled | Number of instruments | Vesting conditions | Contractual life of RSU | |||||||||
RSU granted during the year ended March 31, 2012 | 977,693 | Refer notes | 4 – 8 years | |||||||||
RSU granted during the year ended March 31, 2013 | 850,160 | Refer notes | 4 – 8 years | |||||||||
Total RSU | 1,827,853 | |||||||||||
Note:
1. Of the RSU granted during the year ended March 31, 2013:
- Nil (March 31, 2012: 75,832) RSU have 25% graded vesting each six months over 2 years period.
- 572,349 (March 31, 2012: 724,975) RSU have 33.33% graded vesting each year over 3 years period.
- 273,802 (March 31, 2012: 174,450) RSU have graded vesting over 4 years. 10% on the expiry of 12 months from the grant date. 20% on the expiry of 24 months from the grant date. 30% on the expiry of 36 months from the grant date. 40% on the expiry of 48 months from the grant date.
2. The RSU can be exercised within a period of 48 months from the date of vesting.
The number and weighted average exercise price of RSU under share incentive plan are as follows:
Particulars | Weighted Average Exercise Price (USD) | Number of Options | Weighted Average Exercise Price (USD) | Number of Options | ||||||||||||
| For the Year Ended March 31 | ||||||||||||||||
| 2012 | 2012 | 2013 | 2013 | |||||||||||||
Outstanding at April 1 | — | — | 0.0005 | 955,404 | ||||||||||||
Granted during the year | 0.0005 | 977,693 | 0.0005 | 850,160 | ||||||||||||
Forfeited and expired during the year | 0.0005 | (20,066 | ) | 0.0005 | (51,551 | ) | ||||||||||
Exercised during the year | 0.0005 | (2,223 | ) | 0.0005 | (11,409 | ) | ||||||||||
Outstanding at March 31 | 0.0005 | 955,404 | 0.0005 | 1,742,604 | ||||||||||||
Exercisable at March 31 | 0.0005 | 15,146 | 0.0005 | 292,716 | ||||||||||||
The RSU outstanding at March 31, 2013 have an exercise price of USD 0.0005 (March 31, 2012: USD 0.0005) and a weighted average contractual life of 5.1 years (March 31, 2012: 5.7 years).
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Inputs for Measurement of Grant Date Fair Values of MMT ESOPShare Incentive Plan
The grant date fair value of the optionsRSU granted to employees was measured based on the Black-Scholes formula.option-pricing model. Expected volatility is estimated by considering historical average share price volatility of the comparable companies. The inputs used in the measurement of the fair values of the optionRSU at the date of grant are summarized below:
| For the Year Ended March 31 | ||||||||
| 2012 | 2013 | |||||||
| Fair value of RSU and assumptions | ||||||||
Share price (USD) | 19.29 – 25.01 | 12.44 – 22.97 | ||||||
Exercise price (USD) | 0.0005 | 0.0005 | ||||||
Expected volatility | 42.2% – 54.0% | 38.2% – 52.4% | ||||||
Expected term | 2.5 – 6 years | 2.5 – 6 years | ||||||
Expected dividends | — | — | ||||||
Risk-free interest rate | 0.23% – 2.15% | 0.29% – 1.32% | ||||||
During the year ended March 31, 2011,2013, share based payment expense recognized under personnel expenses (refer note 8)12) is amounting to USD 527,28511,294,316 (March 31, 2010:2012: USD 6,771,376).
| 33) | |
| TRADE AND OTHER PAYABLES |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Other trade payables | 13,987,959 | 13,159,344 | ||||||
| Accrued expenses | 6,420,798 | 6,892,467 | ||||||
| Advance from customers | 6,058,290 | 9,642,891 | ||||||
Total | 26,467,047 | 29,694,702 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Other trade payables | 25,437,805 | 47,083,699 | ||||||
Accrued expenses | 10,331,310 | 11,660,143 | ||||||
Advance from customers | 10,928,529 | 21,848,399 | ||||||
|
|
|
| |||||
Total | 46,697,644 | 80,592,241 | ||||||
|
|
|
| |||||
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 5 and 31.
F-47
| 34) | |
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Global distribution system provider | 2,255,435 | — | ||||||
| Facilitation fee | 411,760 | — | ||||||
| Others | — | 26,533 | ||||||
Total | 2,667,195 | 26,533 | ||||||
| Current | 814,516 | 26,533 | ||||||
| Non-current | 1,852,679 | — | ||||||
Total | 2,667,195 | 26,533 | ||||||
| FINANCIAL INSTRUMENTS |
Credit Risk
Exposure to Credit Risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Trade and other receivables | 12,449,527 | 12,857,169 | ||||||
| Term deposits | 14,471,404 | 16,941,920 | ||||||
| Cash and cash equivalents (except cash in hand) | 9,224,727 | 51,574,678 | ||||||
Total | 36,145,658 | 81,373,767 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Trade and other receivables | 21,382,420 | 26,111,393 | ||||||
Other assets | 77,495 | 1,256,185 | ||||||
Term deposits | 44,325,130 | 48,114,962 | ||||||
Cash and cash equivalents (except cash in hand) | 43,642,493 | 36,304,968 | ||||||
|
|
|
| |||||
Total | 109,427,538 | 111,787,508 | ||||||
|
|
|
| |||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| India | 11,743,819 | 11,814,563 | ||||||
| Others | 705,708 | 1,042,606 | ||||||
Total | 12,449,527 | 12,857,169 | ||||||
F-48
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
India | 18,318,872 | 18,585,268 | ||||||
Others | 3,063,548 | 7,526,125 | ||||||
|
|
|
| |||||
Total | 21,382,420 | 26,111,393 | ||||||
|
|
|
| |||||
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Airlines | 4,489,110 | 7,058,313 | ||||||
| Retail customers | 1,687,234 | 1,428,997 | ||||||
| Corporate customers | 2,532,935 | 1,961,528 | ||||||
| Deposit with hotels | 459,009 | 643,491 | ||||||
| Term deposits with bank | 14,471,404 | 16,941,920 | ||||||
| Others | 3,281,239 | 1,764,839 | ||||||
Total | 26,920,931 | 29,799,089 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Airlines | 8,596,077 | 9,222,904 | ||||||
Retail customers | 3,155,009 | 6,221,066 | ||||||
Corporate customers | 4,480,419 | 4,649,209 | ||||||
Deposit with hotels and others | 807,159 | 3,459,922 | ||||||
Term deposits with bank | 44,325,130 | 48,114,962 | ||||||
Others | 4,343,756 | 2,558,292 | ||||||
|
|
|
| |||||
Total | 65,707,550 | 74,226,355 | ||||||
|
|
|
| |||||
Impairment Losses
The age of trade and other receivables and term deposits at the reporting date was:
| As at March 31 | ||||||||||||||||
| 2010 | 2011 | |||||||||||||||
| Particulars | Gross | Impairment | Gross | Impairment | ||||||||||||
| (in USD) | ||||||||||||||||
| Not past due | 22,831,282 | — | 27,662,679 | — | ||||||||||||
| Past due 0-30 days | 1,493,968 | — | 737,496 | — | ||||||||||||
Past due30-120 days | 2,552,160 | 1,622 | 1,614,040 | 257,292 | ||||||||||||
| More than one year | 1,192,413 | 1,147,270 | 917,724 | 875,558 | ||||||||||||
Total | 28,069,823 | 1,148,892 | 30,931,939 | 1,132,850 | ||||||||||||
| As at March 31 | ||||||||||||||||
| 2012 | 2013 | |||||||||||||||
Particulars | Gross | Impairment | Gross | Impairment | ||||||||||||
| (in USD) | ||||||||||||||||
Not past due | 59,141,527 | — | 65,209,117 | — | ||||||||||||
Past due 0-30 days | 2,182,304 | — | 2,905,557 | — | ||||||||||||
Past due 30-120 days | 4,315,532 | — | 5,954,368 | — | ||||||||||||
More than one year | 1,145,473 | 1,077,286 | 2,377,597 | 2,220,284 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | 66,784,836 | 1,077,286 | 76,446,639 | 2,220,284 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The movement in the allowance for doubtful debts in respect of trade and other receivables during the year was as follows:
| For the Year Ended March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Balance at the beginning of the year | 929,384 | 1,148,892 | ||||||
| Provision for doubtful debts | 37,943 | 424,512 | ||||||
| Amounts written off against the allowance | — | (351,202 | ) | |||||
| Effects of movement in exchange rate | 181,565 | (89,352 | ) | |||||
| Balance at the end of the year | 1,148,892 | 1,132,850 | ||||||
| For the year ended March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Balance at the beginning of the year | 1,132,850 | 1,077,286 | ||||||
Provision for doubtful debts | 528,042 | 1,387,780 | ||||||
Amounts written off against the allowance | (432,177 | ) | (193,134 | ) | ||||
Effects of movement in exchange rate | (151,429 | ) | (51,648 | ) | ||||
Balance at the end of the year | 1,077,286 | 2,220,284 | ||||||
Allowance for doubtful debts mainly represents amountamounts due from airlines, global distribution system providerproviders and retail customers. Based on historical experience, the Group believes that no impairment allowance is necessary, apart from above, in respect of trade receivables.
F-49
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
As at March 31, 20102012
| Carrying | Contractual | 6 Months | More than | |||||||||||||||||||||||||
| Non-derivative Financial Liabilities | Amount | Cash Flows* | or Less | 6-12 months | 1-2 years | 2-5 years | 5 years | |||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||
| Convertible and redeemable preference shares** | 40,759,654 | (43,000,754 | ) | — | — | — | — | — | ||||||||||||||||||||
| Finance lease liabilities | 92,732 | (106,615 | ) | (30,690 | ) | (27,556 | ) | (27,611 | ) | (20,758 | ) | — | ||||||||||||||||
| Secured bank loans | 114,512 | (138,718 | ) | (17,875 | ) | (17,260 | ) | (34,520 | ) | (69,063 | ) | — | ||||||||||||||||
| Trade and other payables | 20,408,757 | (20,408,757 | ) | (20,408,757 | ) | — | — | — | — | |||||||||||||||||||
| Other current liabilities | 554,170 | (554,170 | ) | (554,170 | ) | — | — | — | — | |||||||||||||||||||
| Bank overdraft | 3,996,066 | (3,996,066 | ) | (3,996,066 | ) | — | — | — | — | |||||||||||||||||||
Total | 65,925,891 | (68,205,080 | ) | (25,007,558 | ) | (44,816 | ) | (62,131 | ) | (89,821 | ) | — | ||||||||||||||||
Non-derivative financial liabilities | Carrying amount | Contractual cash flows* | 6 months or less | 6-12 months | 1-2 years | 2-5 years | More than 5 years | |||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||
Finance lease liabilities | 133,924 | (150,026 | ) | (20,163 | ) | (19,787 | ) | (34,882 | ) | (68,646 | ) | (6,548 | ) | |||||||||||||||
Secured bank loans | 125,439 | (143,282 | ) | (28,271 | ) | (28,271 | ) | (56,021 | ) | (30,719 | ) | — | ||||||||||||||||
Trade and other payables | 35,769,115 | (35,769,115 | ) | (35,769,115 | ) | — | — | — | — | |||||||||||||||||||
Other liabilities | 2,932,463 | (3,233,677 | ) | (2,051,392 | ) | — | (1,182,285 | ) | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total | 38,960,941 | (39,296,100 | ) | (37,868,941 | ) | (48,058 | ) | (1,273,188 | ) | (99,365 | ) | (6,548 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Derivative financial liabilities | Carrying amount | Contractual cash flows* | 6 months or less | 6-12 months | 1-2 years | 2-5 years | More than 5 years | |||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||
Derivative Instrument | 149,135 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total | 149,135 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
| Notes: * | ||
| Carrying | Contractual | 6 Months | More than | |||||||||||||||||||||||||
| Non-derivative Financial Liabilities | Amount | Cash Flows* | or Less | 6-12 months | 1-2 years | 2-5 years | 5 years | |||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||
| Finance lease liabilities | 30,346 | (34,929 | ) | (7,465 | ) | (6,823 | ) | (13,325 | ) | (7,316 | ) | — | ||||||||||||||||
| Secured bank loans | 179,211 | (205,671 | ) | (27,431 | ) | (32,176 | ) | (63,945 | ) | (82,119 | ) | — | ||||||||||||||||
| Trade and other payables | 20,051,811 | (20,051,811 | ) | (20,051,811 | ) | — | — | — | — | |||||||||||||||||||
| Other current liabilities | 1,706,618 | (1,706,618 | ) | (1,706,618 | ) | — | — | — | — | |||||||||||||||||||
| Bank overdraft | 3,855,977 | (3,855,977 | ) | (3,855,977 | ) | — | — | — | — | |||||||||||||||||||
Total | 25,823,963 | (25,855,006 | ) | (25,649,302 | ) | (38,999 | ) | (77,270 | ) | (89,435 | ) | — | ||||||||||||||||
| Represents undiscounted cash flows of interest and principal |
F-50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As at March 31, 2013
Non-derivative financial liabilities | Carrying amount | Contractual cash flows* | 6 months or less | 6-12 months | 1-2 years | 2-5 years | More than 5 years | |||||||||||||||||||||
| (in USD) | ||||||||||||||||||||||||||||
Finance lease liabilities | 82,914 | (93,139 | ) | (16,111 | ) | (16,112 | ) | (32,222 | ) | (28,694 | ) | — | ||||||||||||||||
Secured bank loans | 336,978 | (398,867 | ) | (68,640 | ) | (68,142 | ) | (117,104 | ) | (144,981 | ) | — | ||||||||||||||||
Trade and other payables | 58,743,842 | (58,743,842 | ) | (58,743,842 | ) | — | — | — | — | |||||||||||||||||||
Other liabilities | 8,611,785 | (11,454,548 | ) | (1,782,279 | ) | (768,906 | ) | (768,628 | ) | (8,134,735 | ) | — | ||||||||||||||||
Bank overdraft | 866,521 | (866,521 | ) | (866,521 | ) | — | — | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total | 68,642,040 | (71,556,917 | ) | (61,477,393 | ) | (853,160 | ) | (917,954 | ) | (8,308,410 | ) | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
| Notes: * | Represents undiscounted cash flows of interest and principal |
Currency Risk
Exposure to Currency Risk
The Group incurs foreign currency risk primarily in respect of revenue denominated in a currency other than the functional currency of the MakeMyTrip (India) Private Limited (Indian subsidiary), in which the transaction takes place. On a consolidated basis, the Group is primarily exposed to foreign currency fluctuations between the USD (presentation currency) and INR, being the functional currency of its Indian subsidiary. The Group’s exposure to foreign currency risk was based on the following amounts as at the reporting dates (in equivalent USD):
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Trade and other receivables | 6,782,945 | 3,567,671 | ||||||
| Trade and other payables | (5,570,473 | ) | (10,999,725 | ) | ||||
| Cash and cash equivalents | 1,066,657 | 1,022,149 | ||||||
Net exposure | 2,279,129 | (6,409,905 | ) | |||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Trade and other receivables | 5,122,592 | 9,645,400 | ||||||
Trade and other payables | (17,138,755 | ) | (26,728,502 | ) | ||||
Cash and cash equivalents | 3,641,352 | 2,240,743 | ||||||
|
|
|
| |||||
Net exposure | (8,374,811 | ) | (14,842,359 | ) | ||||
|
|
|
| |||||
The following significant exchange rates applied during the year:
| Average Exchange Rate | Reporting Date Rate | |||||||||||||||
| USD | 2010 | 2011 | March 31, 2010 | March 31, 2011 | ||||||||||||
| INR 1 | 0.0209 | 0.0218 | 0.0222 | 0.0221 | ||||||||||||
| Average exchange rate | Reporting date rate | |||||||||||||||
USD | 2012 | 2013 | March 31, 2012 | March 31, 2013 | ||||||||||||
INR 1 | 0.0192 | 0.0184 | 0.0207 | 0.0183 | ||||||||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Sensitivity Analysis
Any change in the exchange rate of USD against currencies other than INR is not expected to have significant impact on the Group’s profit or loss. Accordingly, a 10% appreciation of the USD as indicated below, against the INR as at March 31, 2010 would have decreasedincreased loss and as at March 31, 2011 would have decreased the profit by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables remain constant.
| For the Year Ended March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| 10% strengthening of USD against INR | 217,060 | (610,467 | ) | |||||
| For the Year Ended March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
10% strengthening of USD against INR | (797,601 | ) | (1,413,558 | ) | ||||
A 10% depreciation of the USD against INR as at March 31, 2010 and 2011 would have had the equal but opposite effect on the above currency to the amounts shown above, on the basis that all other variables remain constant.
F-51
Profile
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
Fixed rate instruments | ||||||||
Financial assets | ||||||||
| Term deposits | 14,471,404 | 16,941,920 | ||||||
| Cash and cash equivalents | — | 44,504,303 | ||||||
Financial liabilities | ||||||||
| Convertible and redeemable preference shares | 40,759,654 | — | ||||||
| Finance lease liabilities | 92,732 | 30,346 | ||||||
| Secured bank loans | 114,512 | 179,211 | ||||||
| 55,438,302 | 61,655,780 | |||||||
Variable rate instruments | ||||||||
Financial liabilities | ||||||||
| Bank overdraft | 3,996,066 | 3,855,977 | ||||||
| 3,996,066 | 3,855,977 | |||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Fixed rate instruments | ||||||||
Financial assets | ||||||||
Term deposits | 44,325,130 | 48,114,962 | ||||||
Cash and cash equivalents | 24,876,583 | 7,246,136 | ||||||
Financial liabilities | ||||||||
Finanace lease liabilities | 133,924 | 82,914 | ||||||
Secured bank loans | 125,439 | 336,978 | ||||||
|
|
|
| |||||
| 69,461,076 | 55,780,990 | |||||||
|
|
|
| |||||
Variable rate instruments | ||||||||
Financial liabilities | ||||||||
Bank overdraft | — | 866,521 | ||||||
|
|
|
| |||||
| — | 866,521 | |||||||
|
|
|
| |||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value Sensitivity Analysis for Fixed Rate Instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore a change in interest rates at the reporting date would not affect profit or loss.
Cash Flow Sensitivity Analysis for Variable Rate Instruments
An increase of 100 basis points in interest rates at the reporting date would have increased loss as at March 31, 2010 and decreased profit as at March 31, 20112013 by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis has been performed on the same basis for 2010.
| Profit or Loss | |||||
| (in USD) | |||||
March 31, | |||||
March 31, | |||||
A decrease of 100 basis points in the interest rates at the reporting date would have had equal but opposite effect on the amounts shown above, on the basis that all other variablesvariable remain constant.
F-52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Values
Fair Values Versus Carrying Amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:
| As at March 31, 2010 | As at March 31, 2011 | |||||||||||||||
| Carrying | Carrying | |||||||||||||||
| Particulars | Amount | Fair Value | Amount | Fair Value | ||||||||||||
| (in USD) | ||||||||||||||||
Assets carried at amortised cost | ||||||||||||||||
| Trade and other receivables | 12,449,527 | 12,449,527 | 12,857,169 | 12,857,169 | ||||||||||||
| Term deposits | 14,471,404 | 14,471,404 | 16,941,920 | 16,941,920 | ||||||||||||
| Cash and cash equivalents | 9,341,526 | 9,341,526 | 51,730,321 | 51,730,321 | ||||||||||||
| 36,262,457 | 36,262,457 | 81,529,410 | 81,529,410 | |||||||||||||
Liabilities carried at fair value | ||||||||||||||||
| Separable embedded derivative on convertible and redeemable preference shares | 48,382 | 48,382 | — | — | ||||||||||||
| 48,382 | 48,382 | — | — | |||||||||||||
Liabilities carried at amortized cost | ||||||||||||||||
| Finance lease liabilities | 92,732 | 92,732 | 30,346 | 30,346 | ||||||||||||
| Secured bank loans | 114,512 | 114,512 | 179,211 | 179,211 | ||||||||||||
| Bank overdraft | 3,996,066 | 3,996,066 | 3,855,977 | 3,855,977 | ||||||||||||
| Convertible and redeemable preference shares | 40,759,654 | 40,759,654 | — | — | ||||||||||||
| Trade and other payables | 20,408,757 | 20,408,757 | 20,051,811 | 20,051,811 | ||||||||||||
| Other current liabilities | 554,170 | 554,170 | 1,706,618 | 1,706,618 | ||||||||||||
| 65,925,891 | 65,925,891 | 25,823,963 | 25,823,963 | |||||||||||||
| As at March 31, 2012 | As at March 31, 2013 | |||||||||||||||
Particulars | Carrying amount | Fair value | Carrying amount | Fair value | ||||||||||||
| (in USD) | ||||||||||||||||
Assets carried at fair value | ||||||||||||||||
Other investments | 4,416,543 | 4,416,543 | 4,958,994 | 4,958,994 | ||||||||||||
Derivatives instruments | 202,054 | 202,054 | 203,651 | 203,651 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
| 4,618,597 | 4,618,597 | 5,162,645 | 5,162,645 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||
Assets carried at amortised cost | ||||||||||||||||
Trade and other receivables | 21,382,420 | 21,382,420 | 26,111,393 | 26,111,393 | ||||||||||||
Term deposits | 44,325,130 | 44,325,130 | 48,114,962 | 48,114,962 | ||||||||||||
Cash and cash equivalents | 43,798,230 | 43,798,230 | 36,501,478 | 36,501,478 | ||||||||||||
Other assets | 77,495 | 77,495 | 1,256,185 | 1,256,185 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
| 109,583,275 | 109,583,275 | 111,984,018 | 111,984,018 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities carried at fair value | ||||||||||||||||
Financial liabilities | — | — | 6,829,506 | 6,829,506 | ||||||||||||
Derivatives instruments | 149,135 | 149,135 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
| 149,135 | 149,135 | 6,829,506 | 6,829,506 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities carried at amortized cost | ||||||||||||||||
Finanace lease liabilities | 133,924 | 133,924 | 82,914 | 82,914 | ||||||||||||
Secured bank loans | 125,439 | 125,439 | 336,978 | 336,978 | ||||||||||||
Bank overdraft | — | — | 866,521 | 866,521 | ||||||||||||
Trade and other payables | 35,769,115 | 35,769,115 | 58,743,842 | 58,743,842 | ||||||||||||
Other liabilities | 2,932,463 | 2,932,463 | 1,782,279 | 1,782,279 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
| 38,960,941 | 38,960,941 | 61,812,534 | 61,812,534 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
F-53
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| As at March 31, 2010 | ||||||||||||||||
| Particulars | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| (in USD) | ||||||||||||||||
| Separable embedded derivative on convertible and redeemable preference shares | — | — | 48,382 | 48,382 | ||||||||||||
| Convertible and redeemable preference shares | — | — | 40,759,654 | 40,759,654 | ||||||||||||
| As at March 31, 2013 | ||||||||||||||||
Particulars | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| (in USD) | ||||||||||||||||
Other investment | — | — | 4,958,994 | 4,958,994 | ||||||||||||
Derivatives instruments | — | — | 203,651 | 203,651 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | — | — | 5,162,645 | 5,162,645 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Financial liabilities | — | — | 6,829,506 | 6,829,506 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Liabilities | — | — | 6,829,506 | 6,829,506 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
| As at March 31, 2012 | ||||||||||||||||
Particulars | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| (in USD) | ||||||||||||||||
Other investments | — | — | 4,416,543 | 4,416,543 | ||||||||||||
Derivatives instruments | — | — | 202,054 | 202,054 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | — | — | 4,618,597 | 4,618,597 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Derivatives instruments | — | — | 149,135 | 149,135 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Liabilities | — | — | 149,135 | 149,135 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurement in Level 3 of the fair value hierarchy:
| As at March 31, 2013 | ||||||||||||||||
| Other | Derivatives | Derivatives | Financial | |||||||||||||
Particulars | investments | instruments | instruments | liabilities | ||||||||||||
| (in USD) | ||||||||||||||||
Opening balances | 4,416,543 | 202,054 | (149,135 | ) | — | |||||||||||
Arising from acquisition | 83,404 | — | — | 6,412,283 | ||||||||||||
Total gains and losses recognized in: | ||||||||||||||||
- in profit or loss | — | (187,377 | ) | 338,109 | 417,223 | |||||||||||
- in other comprehensive income | 459,047 | — | — | |||||||||||||
|
|
|
|
|
|
|
| |||||||||
Closing balances | 4,958,994 | 14,677 | 188,974 | 6,829,506 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
| As at March 31, 2012 | ||||||||||||
| Other | Derivatives | Derivatives | ||||||||||
Particulars | investment | instruments | instruments | |||||||||
| (in USD) | ||||||||||||
Opening balances | — | — | — | |||||||||
Arising from acquisition | 4,845,480 | 246,312 | (127,568 | ) | ||||||||
Total gains and losses recognized in: | ||||||||||||
- in profit or loss | — | (44,258 | ) | (21,567 | ) | |||||||
- in other comprehensive income | (428,937 | ) | — | — | ||||||||
|
|
|
|
|
| |||||||
Closing balances | 4,416,543 | 202,054 | (149,135 | ) | ||||||||
|
|
|
|
|
| |||||||
The basis for determining fair values is disclosed in note 4.
There were no transfers between Level 1, Level 2 and Level 3 during the year.
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| OPERATING LEASES |
Leases as lessee
Non cancellable operating lease rentals are payable as follows:
| As at March 31 | ||||||||
| Particulars | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Less than one year | 1,188,061 | 1,561,760 | ||||||
| Between one and five years | 4,685,954 | 5,807,590 | ||||||
| More than five years | 1,024,265 | 1,194,632 | ||||||
Total | 6,898,280 | 8,563,982 | ||||||
| As at March 31 | ||||||||
Particulars | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Less than one year | 2,184,098 | 2,371,547 | ||||||
Between one and five years | 5,861,875 | 6,668,180 | ||||||
More than five years | 4,435,539 | 3,333,792 | ||||||
|
|
|
| |||||
Total | 12,481,512 | 12,373,519 | ||||||
|
|
|
| |||||
The Group leases a number of offices under operating leases. The lease period ranges for a period of three to nine years, with an option to renew the lease after that date. Lease payments are increased after a specified period under such arrangements.
During the year ended March 31, 2011,2013, USD 1,394,9692,606,709 was recognized as rent expense under other operating expense in profit or loss in respect of operating leases (March 31, 2010:2012: USD 1,244,798)2,079,183).
F-54
| CAPITAL COMMITMENTS |
Estimated amount of contracts remaining to be executed on the capital account and not provided for (net of advances) aggregate USD 2,464,7311,069,315 as at March 31, 20112013 (March 31, 2010:2012: USD 90,973)1,665,833).
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| 37) | |
| RELATED PARTIES |
For the purpose of the consolidated financial statements, parties are considered to be related to the Group, if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
Related parties and nature of relationships where control exists:
Nature of relationship | ||
Name of | ||
Holding Company (until August 17, 2010) | SB Asia Infrastructure Fund II, Limited Partnership, Cayman Islands |
Related parties and nature of related party relationships:
| Nature of relationship | ||
| Name of | ||
Significant influence over the Company (with effect from August 18, 2010) | SB Asia Infrastructure Fund II, Limited Partnership, Cayman Islands | |
Key management personnel | Deep Kalra | |
Key management personnel | Keyur Joshi | |
Key management personnel | ||
Key management personnel | Mohit Gupta | |
Key management personnel | Amit Somani | |
Key management personnel | Sanket Atal (from June 4, 2012) | |
Key management personnel | Mukesh Singh (till July 22, 2011) | |
Key management personnel | Vivek Gour | |
Key management personnel | Frederic Lalonde | |
Key management personnel Key management personnel | Philip Wolf Ranodeb Roy | |
Party controlled by key management personnel | PhoCus Wright Inc. | |
Party controlled by key management personnel | Chandra Capital | |
Transactions with Holding company:
| For the Year Ended March 31 | ||||||||||||
| Transactions | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Issue of convertible and redeemable preference shares | 6,243,555 | — | — | |||||||||
| Revenue from air ticketing | 13,794 | 16,901 | 5,367 | |||||||||
| As at March 31 | ||||||||
| Balance Outstanding | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Trade and other payables | 7,746 | — | ||||||
F-55
| For the Year Ended March 31 | ||||||||||||
Transactions | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Revenue from air ticketing | 5,367 | — | — | |||||||||
| For the Year Ended March 31 | ||||||||||||
| Transactions | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Revenue from air ticketing | — | — | 17,075 | |||||||||
| As at March 31 | ||||||||
| Balance Outstanding | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Trade and other payables | — | — | ||||||
| For the Year Ended March 31 | ||||||||||||
Transactions | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Revenue from air ticketing | 17,075 | — | — | |||||||||
MAKEMYTRIP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In August 2011, the Company acquired 19.98% equity interest in Le Travenues Technology Private Limited (Ixigo), which owns and operates www.ixigo.com, an online travel meta search engine (refer note 10). The holding company of Le Travenues Technology Private Limited is SAIF Partners India IV Limited. As per the agreement, the Company has the right to use the domain and its source data ofwww.ixigo.com and Ixigo has the right to use the domain and its source data ofwww.oktatabyebye.com which is owned and operated by the Company.
Transactions with party controlled by key management personnel:
| For the Year Ended March 31 | ||||||||||||
| Transactions | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Revenue from air ticketing | — | — | 4,560 | |||||||||
| Purchase of marketing services | 18,322 | 19,300 | 25,100 | |||||||||
| As at March 31 | ||||||||
| Balance Outstanding | 2010 | 2011 | ||||||
| (in USD) | ||||||||
| Trade and other payables | 455 | 455 | ||||||
| Trade and other receivables | — | 37,077 | ||||||
| Advance to vendor | — | 8,000 | ||||||
| For the Year Ended March 31 | ||||||||||||
Transactions | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Revenue from air ticketing | 4,560 | 45,808 | 63,110 | |||||||||
Purchase of marketing and other services | 25,100 | 28,998 | 42,116 | |||||||||
| As at March 31 | ||||||||
Balance Outstanding | 2012 | 2013 | ||||||
| (in USD) | ||||||||
Trade and other payables | 16,455 | — | ||||||
Trade and other receivables | 73,849 | 29,961 | ||||||
Transactions with Key Management Personnel:
F-56
Key management personnel compensation comprised:
| For the Year Ended March 31 | ||||||||||||
| Particulars | 2009 | 2010 | 2011 | |||||||||
| (in USD) | ||||||||||||
| Short-term employee benefits | 327,282 | 208,428 | 473,592 | |||||||||
| Contribution to provident fund | 12,332 | 11,920 | 19,687 | |||||||||
| Share based payment | 32,247 | 1,880,398 | — | |||||||||
| Legal and professional | — | — | 10,000 | |||||||||
Total | 371,861 | 2,100,746 | 503,279 | |||||||||
| Year ended March 31, | ||||||||||||
Particulars | 2011 | 2012 | 2013 | |||||||||
| (in USD) | ||||||||||||
Short-term employee benefits | 473,592 | 1,391,278 | 1,009,198 | |||||||||
Contribution to provident fund | 19,687 | 41,710 | 56,172 | |||||||||
Share based payment | — | 5,444,578 | 9,259,575 | |||||||||
Legal and professional | 10,000 | 85,000 | 95,000 | |||||||||
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Total | 503,279 | 6,962,566 | 10,419,945 | |||||||||
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| Note: * | Provision for gratuity and compensated absences has not been considered, since the provisions are based on actuarial valuations for the Group’s entities as a whole. |
| Country of | Ownership interest at March 31 | |||||
| Name of Subsidiaries | Incorporation | 2010 | 2011 | |||
| MakeMyTrip.com Inc | USA | 100% | 100% | |||
| MakeMyTrip (India) Private Limited | India | 99.98% | 99.99% | |||
F-57
F-71