| 9 Raffles Place | ||||||
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| Singapore 048619 | |||||
| Tel: +65.6536.1161 Fax: +65.6536.1171 | ||||||
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| UEN No. T09LL1649F | ||||||
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Re: MakeMyTrip Limited | File No. 047840-0003 | |||||
Registration Statement on Form F-3
Filed June 14, 2013
File No. 333-189315
Ladies and Gentlemen:
On behalf of our client, MakeMyTrip Limited, a company organized under the laws of Mauritius (“MakeMyTrip”), we are filing MakeMyTrip’s Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form F-3 (File No. 333-189315) filed with the Securities and Exchange Commission (the “Commission”) on June 14, 2013 (the “Registration Statement”). For your ease of reference, we will hand-deliver to you three copies of Amendment No. 1 marked to show changes to the Registration Statement.
Set forth below is MakeMyTrip’s response to the comments from the staff of the Division of Corporation Finance (the “Staff”) of the Commission contained in the letter dated June 27, 2013 from the Staff. For your convenience, the Staff’s comments are reproduced in italics before each response.
Our Company, page 3
| 1. | Please disclose the company’s revenue and net loss for the fiscal year ended March 31, 2013 in this section. |
Response:In response to the Staff’s comment, MakeMyTrip has revised the disclosure to include its revenue and net loss for the fiscal year ended March 31, 2013.
Plan of Distribution, page 21
| 2. | Please advise us whether the selling shareholder is a broker-dealer or an affiliate of a broker-dealer. |
Response:MakeMyTrip has been advised by SB Asia Investment Fund II L.P. that it is not a broker-dealer or an affiliate of a broker-dealer.
July 5, 2013
Page 2
Taxation, page 25
| 3. | Please revise to disclose that the Mauritius tax consequences in this section represent counsel’s opinion rather than merely a “discussion” of material Mauritius tax consequences. |
Response:In response to the Staff’s comment, MakeMyTrip has revised the disclosure to indicate that the disclosure in the “Taxation — Mauritius Tax Consequences” section, to the extent it relates to matters of Mauritius tax law, represents the opinion of Conyers Dill & Pearman (Mauritius) Limited, MakeMyTrip’s Mauritius counsel.
Exhibit 5.1
| 4. | Please have counsel revise opinion #4 on page 2 of the opinion to clearly state that the disclosure in the Mauritius Tax Consequences section is the opinion of counsel. |
Response:In response to the Staff’s comment, MakeMyTrip’s Mauritius counsel has revised its opinion to state that the disclosure in the “Taxation — Mauritius Tax Consequences” section constitutes its opinion with respect to the tax consequences under Mauritius law of the acquisition, ownership and disposition of MakeMyTrip’s ordinary shares.
Please contact Michael W. Sturrock at (011) 65-6437-5412 or the undersigned at (011) 65-6437-5467 if you have any questions or require additional information concerning the foregoing.
| Very truly yours, |
| /s/ Rajiv Gupta |
Rajiv Gupta of LATHAM & WATKINS LLP |
Enclosure
| cc: | Deep Kalra |
Group Chief Executive Officer
MakeMyTrip Limited
Kamal Avutapalli
Associate Director - Legal
MakeMyTrip Limited