| 9 Raffles Place | |||
| #42-02 Republic Plaza | ||||
| Singapore 048619 | ||||
| Tel: +65.6536.1161 Fax: +65.6536.1171 | ||||
| www.lw.com | ||||
| UEN No. T09LL1649F | ||||
March 4, 2014
VIA EDGAR
Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Attention: Justin Dobbie, Legal Branch Chief Julie Griffith
Re: MakeMyTrip Limited | FIRM / AFFILIATE OFFICES | |||
| Abu Dhabi | Milan | |||
| Barcelona | Moscow | |||
| Beijing | Munich | |||
| Boston | New Jersey | |||
| Brussels | New York | |||
| Chicago | Orange County | |||
| Doha | Paris | |||
| Dubai | Riyadh | |||
| Düsseldorf | Rome | |||
| Frankfurt | San Diego | |||
| Hamburg | San Francisco | |||
| Hong Kong | Shanghai | |||
| Houston | Silicon Valley | |||
| London | Singapore | |||
| Los Angeles | Tokyo | |||
| Madrid | Washington, D.C. | |||
File No. 047840-0004 | ||||
Registration Statement on Form F-3 Filed February 14, 2014 File No. 333-193943 | ||||
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. 333-193943) filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2014 (the “Registration Statement”).
Set forth below is MakeMyTrip’s response to the comment from the staff of the Division of Corporation Finance (the “Staff”) of the Commission contained in the letter dated February 28, 2014 from the Staff. For your convenience, the Staff’s comment is reproduced in italics before the response.
Exhibit 5.1
| 1. | Revise the statement in opinion five on the second page of the opinion letter to clearly state that the disclosure under the heading “Mauritius Tax Consequences” on page 27 of the prospectus is the opinion of tax 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.
March 4,2014
Page 2
Please contact Alexander F. Cohen at (202)-637-2284 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 | ||||
| Mohit Kabra | ||||
| Group Chief Financial Officer | ||||
| MakeMyTrip Limited | ||||
| Alexander Cohen | ||||
| Latham & Watkins LLP | ||||