Initial Public Offering (IPO): Registration Statement of a Foreign Private Issuer — Form F-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-1 Makemytrip Limited HTML 2.02M
2: EX-3.1 EX-3.1 Form of Constitution of Makemytrip Limited HTML 267K
(Effective Upon the Closing of This
Offering).
3: EX-4.1 EX-4.1 Form of Ordinary Share Certificate. HTML 12K
4: EX-5.1 EX-5.1 Opinion of Conyers Dill and Pearman HTML 25K
(Mauritius) Limited.
5: EX-8.1 EX-8.1 Opinion of Conyers Dill and Pearman HTML 18K
(Mauritius) Limited as to Certain
Mauritian Tax Matters.
6: EX-8.2 EX-8.2 Opinion of Latham and Watkins LLP as to HTML 21K
Certain Tax Matters.
7: EX-10.1.1 EX-10.1.1 Amended and Restated Makemytrip.Com 2001 HTML 114K
Equity Option Plan.
8: EX-10.1.2 EX-10.1.2 Makemytrip 2010 Share Incentive Plan. HTML 105K
21: EX-10.10 EX-10.10 Sanction Letter for Working Capital HTML 62K
Facilities Dated September 7, 2009 by
and Between Mmt India and Hdfc Bank
(Including Letter of Amendment).
22: EX-10.11 EX-10.11 Form of Director and Executive Officer HTML 56K
Indemnification Agreement.
9: EX-10.2 EX-10.2 Third Amended and Restated Shareholders HTML 312K
Agreement Dated May 20, 2008 by and
Among the Shareholders Named Therein and
Our Company.
10: EX-10.3 EX-10.3 Fourth Amended and Restated Shareholders HTML 90K
Agreement Dated July 16, 2010 by and
Among the Shareholders Named Therein and
Our Company.
11: EX-10.4 EX-10.4 Subscriber Agreement Dated February 4, HTML 66K
2009 (Effective as of February 1, 2009),
by and Between Mmt India and Amadeus
India Pvt. Ltd.
12: EX-10.5 EX-10.5 Passenger Sales Agency Agreement Dated HTML 37K
August 30, 2002 by and Between Mmt India
and Each Iata Member, Represented by the
Director General of Iata.
13: EX-10.6.1 EX-10.6.1 Business Process Outsourcing Services HTML 155K
Agreement Dated March 5, 2008 by and
Between Mmt India and Ibm Daksh Business
Process Services Private Limited, or Ibm
Daksh.
14: EX-10.6.2 EX-10.6.2 Statement of Work Dated March 5, 2008 by HTML 196K
and Between Mmt India and Ibm Daksh, or
the Ibm Statement of Work.
15: EX-10.6.3 EX-10.6.3 First Amendment to the Ibm Statement of HTML 99K
Work Dated July 16, 2008 (Effective as
of March 5, 2008), by and Between Mmt
India and Ibm Daksh.
16: EX-10.6.4 EX-10.6.4 Second Amendment to the Ibm Statement of HTML 84K
Work Dated July 28, 2009 (Effective as
of May 1, 2009), by and Between Mmt
India and Ibm Daksh.
17: EX-10.7.1 EX-10.7.1 Services Agreement, or the Tecnovate HTML 115K
Services Agreement, Dated March 25, 2009
by and Between Mmt India and Tecnovate
Esolutions Private Limited, or
Tecnovate.
18: EX-10.7.2 EX-10.7.2 Amendment to the Tecnovate Services HTML 40K
Agreement Dated June 4, 2010 (Effective
as of March 24, 2010), by and Between
Mmt India and Tecnovate.
19: EX-10.8 EX-10.8 Master Services Agreement Dated July 6, HTML 127K
2009 by and Between Mmt India and
Rightnow Technologies, Inc.
20: EX-10.9 EX-10.9 Lease Deed for Plot Number 103, Udyog HTML 66K
Vihar, Phase 1, Gurgaon, Haryana 122016,
India Dated October 25, 2007.
23: EX-21.1 EX-21.1 List of Subsidiaries of Makemytrip HTML 13K
Limited.
24: EX-23.4 EX-23.4 Consent of Kpmg, Registered Public HTML 12K
Accounting Firm.
EX-5.1 — EX-5.1 Opinion of Conyers Dill and Pearman (Mauritius) Limited.
This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Exhibit 5.1
26 July 2010
MakeMyTrip Limited
Rogers House
5 President Kennedy Street
Port Louis
Mauritius
Dear Sirs,
MakeMyTrip Limited (the “Company”)
We have acted as special Mauritius legal counsel to
the Company in connection with
the Company’s
registration statement on Form F-1, including all amendments and supplements thereto (the
“Registration Statement”), filed with the U.S. Securities and Exchange Commission (the
“Commission”) on 26 July 2010 and relating to the offering (the
“Offering”) by
the Company and
certain selling shareholders of ordinary shares of par value US$0.0005 each in the capital of the
Company (the
“Shares”) of which certain Shares are being offered by
the Company (the
“Issued
Shares”) and certain Shares are being offered by certain selling shareholders of
the Company (the
“Vendor Shares”).
For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We
have also reviewed a copy of (1) the
certificate of incorporation, the
certificate of incorporation
on change of name and the certificate of conversion to public company of
the Company, (2) the
current constitution of
the Company and the new constitution to be adopted by
the Company effective
upon completion of the Offering, (3) the Category 1 global business licence issued by the Financial
Services Commission of Mauritius (the
“Financial Services Commission”) under the Financial Services
Act 2007 (
“FSA”), (4) written resolutions of the members of
the Company dated 19 July 2010 and written resolutions of the board of directors of
the Company dated 16
July 2010 (together, the
“Resolutions”), (5) the Certificate of Current Standing in respect of the
Company issued by the Registrar of Companies in Mauritius on
22 July 2010
Letter to MakeMyTrip Limited
26 July 2010
Page 2
(the
“Certificate Date”), (6) a certificate
from the Secretary of
the Company addressed to our firm dated 26 July 2010, a copy of which is attached hereto (the
“Officer’s Certificate”), and (7) such other
documents and made such enquiries as to questions of law as we have deemed necessary in order to
render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the
originals of all copies (whether or not certified) examined by us and the authenticity and
completeness of the originals from which such copies were taken, (b) that where a document has been
examined by us in draft form, it will be or has been executed and/or filed in the form of that
draft, and where a number of drafts of a document have been examined by us all changes thereto have
been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual
representations made in the Registration Statement and other documents reviewed by us, (d) that the
resolutions contained in the Resolutions were passed at one or more duly convened, constituted and
quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not
been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other
than Mauritius, which would have any implication in relation to the opinions expressed herein, and
(f) that upon issue of any Shares to be sold by
the Company,
the Company will receive consideration
for the full issue price thereof which shall be equal to at least the par value thereof.
We have not been instructed to undertake and have not undertaken any further inquiry or due
diligence in relation to the transaction the subject of this opinion. In giving this opinion, we
have relied upon the completeness and accuracy (and assumed the continuing completeness and
accuracy as at the date hereof) of the Officer’s Certificate as to matters of fact
without further verification and have relied upon the foregoing assumptions, which we have not
independently verified.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction
other than Mauritius. This opinion is to be governed by and construed in accordance with the laws
of Mauritius and is limited to and is given on the basis of the current law and practice in
Mauritius. This opinion is issued solely for the purposes of the filing of the Registration Statement and the Offering and is not to be relied upon in respect of
any other matter.
Letter to MakeMyTrip Limited
26 July 2010
Page 3
On the basis of and subject to the foregoing, we are of the opinion that:
| 1. |
|
As at the Certificate Date, the Company is a public company limited by shares duly
incorporated and validly existing under the laws of Mauritius and is in good current standing
as evidenced by the Certificate of Current Standing issued by the Registrar of Companies. |
| |
| 2. |
|
The Company is the holder of a Category 1 global business licence issued by the Financial
Services Commission under the FSA. |
| |
| 3. |
|
When issued and paid for as contemplated by the Registration Statement, the Issued Shares
will be validly issued, fully paid and non-assessable (meaning that no further sums are
required to be paid by the holders thereof in connection with the issue of such shares). |
| |
| 4. |
|
Based solely on the Officer’s Certificate, the Vendor Shares have been, or on completion of the Offering will be, validly
issued, fully paid and non-assessable (meaning that no further sums are required to be paid by
the holders thereof in connection with the issue of such shares). |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and
further consent to the reference to our name under the captions “Taxation” and “Legal Matters” in
the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby
admit that we are experts within the meaning of Section 11 of the United States Securities Act of
1933, as amended (the “Securities Act”), or that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Yours faithfully,
[LOGO]
26 July 2010
Dear Sir
CERTIFICATE
I, Mohammad
Akhtar Janally, the undersigned, for and on behalf of Multiconsult Limited, in our
capacity as the Management Company and Secretary of
MakeMyTrip Limited (the
“Company”), a company
incorporated and existing under the laws of Mauritius,
DO HEREBY CERTIFY THAT by virtue of our
Office I have access to the original records of
the Company.
This Certificate is issued to you in connection with
the Company’s registration statement on Form
F-1, including all amendments and supplements thereto (the
“Registration Statement”), filed with
the United States Securities and Exchange Commission on 26 July 2010 and relating to the offering
(the
“Offering”) by
the Company and certain selling shareholders of ordinary shares of par value
US$0.0005 each in the capital of
the Company (the
“Shares”) of which certain Shares are being
offered by
the Company (the
“Issued Shares”) and certain Shares are being offered by certain
selling shareholders of
the Company (the
“Vendor Shares”).
I HEREBY CERTIFY THAT:
| 1. |
|
The Vendor Shares have been, or on completion of the Offering will be, validly issued, fully
paid and non-assessable (meaning that no further sums are required to be paid by the holders
thereof in connection with the issue of such shares). |
| |
| 2. |
|
The directors and the shareholders of the Company have not taken any steps to put the Company
into liquidation or wound up. No receiver has been appointed over any of the Company’s
property or assets, and no liquidator has been appointed to wind up the Company. |
THAT THE SAME AND ABOVE has not been altered, amended or rescinded, and is now in full force and
effect.
IN WITNESS WHEREOF I have hereunto set my signature on this 26th day of July 2010.
Yours faithfully
Multiconsult Limited Rogers House, 5 President John Kennedy St., Port Louis, Mauritius
Tel +230 405 2000 Fax +230 212 5265
www.multiconsult.mu
Business Registration Number C09004928
Member of the Cim Group — A Rogers Investment
