Mauritius | 4700 | 13-4125456 | ||
(State or other jurisdiction
of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Michael W. Sturrock, Esq.
Rajiv Gupta, Esq. Latham & Watkins LLP 9 Raffles Place 42-02 Republic Plaza Singapore 048619 (65) 6536-1161 |
Matthew D. Bersani, Esq.
Shearman & Sterling LLP 12/F Gloucester Tower The Landmark, 15 Queens Road Central, Hong Kong (852) 2978-8000 |
Proposed
|
||||||
Title of Each Class of
|
Maximum Aggregate
|
Amount of
|
||||
Securities to be Registered (1) | Offering Price (2) | Registration Fee | ||||
Ordinary shares, par value $0.0005 per share
|
$100,000,000 | $7,130 | ||||
(1) | Includes (a) ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public, and (b) additional ordinary shares that are issuable upon the exercise of the underwriters option to purchase additional shares to cover over-allotments, if any. |
(2) | Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
The
information in this prospectus is not complete and may be
changed. Neither we nor the selling shareholders may sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and we are not
soliciting offers to buy these securities in any state where the
offer or sale is not permitted.
|
Underwriting
|
Proceeds to
|
|||||||
Price to
|
Discounts and
|
Proceeds to
|
Selling
|
|||||
Public | Commissions | Company | Shareholders | |||||
Per Share
|
$ | $ | $ | $ | ||||
Total
|
$ | $ | $ | $ |
MORGAN STANLEY |
OPPENHEIMER & CO. |
PACIFIC CREST SECURITIES |
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the largest online travel company in India with a
well-recognized brand;
wide range of service and product offerings;
broad distribution network;
advanced, secure and scalable technology platform;
customer-focused approach; and
experienced management team.
expand our hotels and packages business;
expand our service and product portfolio to enhance
cross-selling opportunities;
expand our travel agents network;
enhance our service platforms by investing in technology;
expand into new geographic markets; and
pursue selective strategic partnerships and acquisitions.
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our ability to maintain our existing arrangements with our
travel suppliers, the lack of formal agreements with many of our
travel suppliers and the ability of many of our suppliers to
terminate their arrangements with us at short notice or without
notice;
our history of operating losses;
our reliance on third-party systems and service providers,
including outsourcing service providers;
our reliance on information technology;
changes in the Indian travel industry, including our ability to
effectively compete in this industry;
impediments to the execution and success of our growth
strategy; and
our susceptibility to adverse changes in the political, economic
and regulatory environment in India that could materially harm
our business.
Note: (1)
Remaining ownership interest held
by current and former employees of MMT India.
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Ordinary shares offered:
By us
ordinary
shares
(1)
By the selling shareholders
ordinary
shares
(1)
Total
ordinary
shares
(1)
Ordinary shares to be outstanding before this offering
17,621,600 ordinary shares
Ordinary shares to be outstanding after this offering
ordinary
shares
(1)(2)
Offering price
We currently anticipate that the initial public offering price
will be between $ and
$ per ordinary share.
Over-allotment option
ordinary shares
Use of proceeds
We expect that we will receive net proceeds of approximately
$ million from this offering,
based on an assumed initial public offering price of
$ per ordinary share, after
deducting the underwriting discounts and commissions and
estimated offering expenses payable by us. We intend to use the
net proceeds received by us from this offering to expand our
operations by acquiring or investing in strategic businesses or
assets that complement our service and product offerings, to
invest in enhancements to our technology, as well as for working
capital and other general corporate purposes. At this time, we
have not entered into any agreement or commitment with respect
to any material acquisitions or investments. See Use of
Proceeds.
We will not receive any of the proceeds from the sale of
ordinary shares by the selling shareholders.
Lock-up
We, our executive officers and directors and all of our existing
shareholders and certain holders of share options have agreed
with the underwriters, with certain exceptions, not to sell or
transfer any ordinary shares or securities convertible into or
exercisable for ordinary shares for a period of 180 days
after the date of this prospectus. See Underwriting.
Risk factors
See Risk Factors and other information included in
this prospectus for a discussion of factors you should carefully
consider before deciding to invest in our ordinary shares.
Payment and settlement
The ordinary shares are expected to be delivered against payment
on ,
2010. The ordinary shares will be deposited with a custodian
for, and registered in the name of a nominee of, The Depository
Trust Company, or DTC, in New York, New York. In general,
beneficial interests in the ordinary shares will be shown on,
and transfers of those beneficial interests will be effected
only through, records maintained by DTC and its direct and
indirect participants.
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Listing
Our ordinary shares have been approved for listing on the Nasdaq
Global Market.
Nasdaq Global Market symbol
MMYT.
Notes: (1)
Unless otherwise specifically
stated, the information throughout this prospectus does not take
into account the possible issuance of additional ordinary shares
to the underwriters pursuant to their option to purchase
additional ordinary shares to cover over-allotments.
(2)
The number of ordinary shares
outstanding immediately after this offering:
is based on ordinary shares
outstanding as of , 2010, assuming
the conversion of all outstanding preferred shares into
12,324,460 ordinary shares and the issuance
of ordinary shares upon the
exercise of share options held by certain of our selling
shareholders, both effective upon the completion of this
offering; and
excludes
ordinary shares issuable upon the exercise of share options
outstanding as of , 2010 (after
taking into account those share options to be exercised by
certain of our selling shareholders, effective upon the
completion of this offering).
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Fiscal Year Ended March 31
2008
2009
2010
(in thousands, except per share data
and number of shares)
$
14,091.4
$
19,225.1
$
32,119.5
24,189.4
48,622.8
50,287.9
50.1
703.8
1,152.8
38,330.9
68,551.7
83,560.2
(21,823.8)
(43,069.2)
(42,292.2)
()
(491.8)
(985.5)
(8,459.2)
(9,679.8)
(16,562.0)
(23,229.0)
(24,369.9)
(28,160.5)
(1,107.5)
(1,558.7)
(1,569.7)
(16,288.7)
(10,617.6)
(6,009.8)
(2,611.2)
3,244.1
(188.8)
(18,899.8)
(7,373.5)
(6,198.6)
4.5
25.3
(8.4)
$
(18,895.4)
$
(7,348.2)
$
(6,207.0)
$
(1.08)
$
(0.42)
$
(0.35)
$
(1.08)
$
(0.55)
$
(0.35)
17,437,120
17,437,120
17,521,120
17,437,120
20,403,420
17,521,120
$
(0.59)
$
(0.38)
$
(0.18)
26,980,680
29,761,580
29,845,580
Note: (1)
In December 2006, August 2007 and
May 2008, we issued Series A, Series B and
Series C preferred shares, respectively, that will convert
into ordinary shares effective upon the completion of this
offering. Our proforma loss per ordinary share (basic and
diluted) and proforma weighted average number of ordinary shares
outstanding (basic and diluted) have been calculated assuming
that the conversion of all our outstanding preferred shares
occurred on a hypothetical basis on April 1,
2007 for our Series A and Series B preferred shares
and April 1, 2008 for our Series C preferred shares.
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on an actual basis; and
on a proforma as adjusted basis to reflect (1) the
conversion of all our preferred shares outstanding immediately
prior to the closing of this offering into 12,324,460 ordinary
shares effective upon the completion of this offering;
(2) the issuance of ordinary
shares upon the exercise of share options held by certain of our
selling shareholders, effective upon the completion of this
offering; and (3) the issuance and sale by us
of ordinary shares offered in this
offering at an assumed initial public offering price of
$ per ordinary share, the midpoint
of the estimated range of the initial public offering price set
forth on the cover of this prospectus, after deducting the
underwriting discounts and commissions and estimated offering
expenses payable by us, and further assuming no exercise by the
underwriters of the over-allotment option and no other change to
the number of ordinary shares sold by us as set forth on the
cover page of this prospectus.
As of March 31, 2010
Proforma
Actual
As
Adjusted
(2)
(audited)
(unaudited)
(in thousands)
$
12,449.5
$
12,449.5
14,471.4
14,471.4
9,341.5
50,633.5
(24,955.4)
40,966.9
207.2
26,467.0
26,467.0
75,584.5
34,776.5
$
50,633.5
$
Note: (1)
The preferred shares issued by us
are compound financial instruments with equity, liability and
embedded derivative components. Accordingly, the liability
portion of our preferred shares amounting to $40.8 million
has been included under our loans and borrowings. All our
preferred shares will convert into ordinary shares effective
upon the completion of this offering.
(2)
A $1.00 increase/(decrease) in the
assumed initial public offering price of
$ per ordinary share in this
offering would increase/(decrease) each of cash and cash
equivalents, total assets, total equity/(deficit) attributable
to equity holders of our company and total equity/(deficit) and
liabilities by $ .
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Fiscal Year Ended March 31
2008
2009
2010
(in thousands, except percentages)
1,029.1
1,250.8
1,766.9
36.9
81.3
109.7
$
14,091.4
$
18,733.3
$
31,134.0
2,365.6
5,553.6
7,995.7
50.1
703.8
1,152.8
$
16,507.1
$
24,990.7
$
40,282.5
$
198,799.6
$
260,945.1
$
408,603.1
26,489.7
52,365.7
57,273.1
7.1%
7.2%
7.6%
8.9%
10.6%
14.0%
Notes: (1)
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,
which is a non-IFRS measure, as we believe that revenue less
service cost reflects more accurately the value addition of the
travel services that we provide to our customers. The
presentation of this non-IFRS information is not meant to be
considered in isolation or as a substitute for our consolidated
financial results prepared in accordance with IFRS as issued by
the IASB. Our revenue less service cost may not be comparable to
similarly titled measures reported by other companies due to
potential differences in the method of calculation. The
following table reconciles 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 March 31
Fiscal Year Ended March 31
Fiscal Year Ended March 31
Fiscal Year Ended March 31
2008
2009
2010
2008
2009
2010
2008
2009
2010
2008
2009
2010
(in thousands)
$
14,091.4
$
19,225.1
$
32,119.5
$
24,189.4
$
48,622.8
$
50,287.9
$
50.1
$
703.8
$
1,152.8
$
38,330.9
$
68,551.7
$
83,560.2
491.8
985.5
21,823.8
43,069.2
42,292.2
21,823.8
43,561.0
43,277.7
$
14,091.4
$
18,733.3
$
31,134.0
$
2,365.6
$
5,553.6
$
7,995.7
$
50.1
$
703.8
$
1,152.8
$
16,507.1
$
24,990.7
$
40,282.5
(2)
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.
(3)
Net revenue margins is defined as
revenue less service cost as a percentage of gross bookings.
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assist in conducting searches for airfares and process air
ticket bookings;
process hotel reservations;
process credit card payments;
provide computer infrastructure critical to our
business; and
provide customer relationship management, or CRM, software
services.
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our ability to increase the number of suppliers, especially our
hotel suppliers, that are directly-connected to us, which is
dependent on the willingness of such suppliers to invest in new
technology;
our ability to continue to expand our distribution channels, and
market and cross-sell our travel services and products to
facilitate the expansion of our business;
our ability to build or acquire the required technology;
the general condition of the global economy (particularly in
India and markets with close proximity to India) and continued
growth in demand for travel services, particularly online;
our ability to compete effectively with existing and new
entrants to the Indian travel industry, including both online
travel companies as well as traditional travel agents and tour
providers;
the growth of the Internet as a medium for commerce in
India; and
changes in our regulatory environment.
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differences and unexpected changes in regulatory requirements
and exposure to local economic conditions;
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differences in consumer preferences in such markets;
increased risk to and limits on our ability to enforce our
intellectual property rights;
competition from providers of travel services in such foreign
countries;
restrictions on the repatriation of earnings from such foreign
countries, including withholding taxes imposed by certain
foreign jurisdictions; and
currency exchange rate fluctuations.
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our ability to maintain and expand our supplier relationships;
our reliance on technology;
our ability to expand our business, implement our strategy and
effectively manage our growth;
political and economic stability in and around India;
our ability to successfully implement our growth strategy;
our ability to attract, train and retain executives and other
qualified employees;
increasing competition in the Indian travel industry; and
risks associated with online commerce security.
27
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where the judgment has not been pronounced by a court of
competent jurisdiction;
where the judgment has not been given on the merits of the case;
where the judgment appears on the face of the proceedings to be
founded on an incorrect view of international law or a refusal
to recognize the law of India in cases where such law is
applicable;
where the proceedings in which the judgment was obtained were
opposed to natural justice;
where the judgment has been obtained by fraud; or
where the judgment sustains a claim founded on a breach of any
law in force in India.
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on an actual basis;
on a proforma basis to give effect to the conversion of all our
preferred shares outstanding immediately prior to the closing of
this offering into 12,324,460 ordinary shares effective upon the
completion of this offering; and
on a proforma as adjusted basis to reflect (1) the
conversion of all our preferred shares outstanding immediately
prior to the closing of this offering into 12,324,460 ordinary
shares effective upon the completion of this offering;
(2) the issuance of ordinary
shares upon the exercise of share options held by certain of our
selling shareholders, effective upon the completion of this
offering; and (3) the issuance and sale by us
of ordinary shares offered in this
offering at an assumed initial public offering price of
$ per ordinary share, the midpoint
of the estimated range of the initial public offering price set
forth on the cover page of this prospectus, after deducting the
underwriting discounts and commissions and estimated offering
expenses payable by us, and further assuming no exercise by the
underwriters of their over-allotment option and no other change
to the number of ordinary shares sold by us as set forth on the
cover page of this prospectus.
As of March 31, 2010
Proforma
Actual
Proforma
As Adjusted
(in thousands)
$
41,015.3
$
207.2
$
3,996.1
3,996.1
Issued: 17,542,120, actual; 29,866,580, proforma;
, proforma as
adjusted
(2)
8.8
14.9
(3)
(3)
11,356.5
52,158.4
(5)
(5)
(42,510.4)
(42,510.4
)
7,061.9
7,061.9
(872.2)
(872.2
)
(24,955.4)
15,852.6
$
20,056.0
$
20,056.0
$
Notes: (1)
The preferred shares issued by us
are compound financial instruments with equity, liability and
embedded derivative components. Accordingly, the liability and
derivative portions of our preferred shares as of March 31,
2010 amounting to $40.8 million and $0.05 million,
respectively, have been included under our actual loans and
borrowings. These preferred shares will be converted into
12,324,460 ordinary shares effective upon the completion of this
offering. Accordingly, the liability and derivative portions of
our preferred shares as of March 31, 2010 amounting to
$40.8 million and $0.05 million, respectively, have
been excluded from our proforma and proforma as adjusted loans
and borrowings.
(2)
The actual and proforma ordinary
shares stated in the table above exclude 2,598,800 ordinary
shares issuable upon the exercise of outstanding options granted
under our equity option plan as of March 31, 2010. As of
June 15, 2010, a total of 2,577,300 ordinary shares were
issuable upon the exercise of such outstanding options. See
Management Share Incentive Plans
Equity Option Plan. The proforma as adjusted ordinary
shares stated in the table above
exclude ordinary shares issuable
upon the exercise of outstanding options granted under our
equity option plan (after taking into account those share
options to be exercised by certain of our selling shareholders,
effective upon the completion of this offering).
(3)
Includes $0.006 million as
result of the conversion of all our preferred shares outstanding
immediately prior to the closing of this offering into
12,324,460 ordinary shares effective upon the completion of this
offering.
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(4)
A $1.00 increase/(decrease) in the
assumed initial public offering price of
$ per ordinary share in this
offering would increase/(decrease) each of share premium, total
equity/(deficit) attributable to equity holders of our company
and total capitalization by $ .
(5)
Includes the liability and
derivative portions of our preferred shares as of March 31,
2010 of $40.8 million and $0.05 million, respectively,
after deducting $0.006 million recorded under equity (as
stated in note (3) above) in respect of the par value of
the 12,324,460 ordinary shares to be issued upon conversion of
all preferred shares effective upon the completion of this
offering.
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the rate of dividend to be declared shall not exceed the average
of the rates at which dividends were declared in the five years
immediately preceding that year or 10.0% of our
paid-up
share capital, whichever is less;
the total amount to be drawn from the accumulated profits earned
in previous years and transferred to the reserves shall not
exceed an amount equal to one-tenth of the sum of our
paid-up
share capital and net reserves, and the amount so drawn shall
first be utilized to set off the losses incurred in the
financial year before any dividend in respect of preference or
equity shares is declared; and
the balance of the reserves after such withdrawal shall not fall
below 15.0% of our
paid-up
share capital.
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$
$
(1.54
)
$
(
)
$
$
%
34
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Ordinary Shares
Purchased
(1)
Total Consideration
Average Price
Number
Percent
Amount
Percent
per Share
29,866,580
%
53,900,376
%
$
1.80
100.0
%
100.0
%
$
Note (1):
Assuming the conversion of all
outstanding preferred shares into ordinary shares occured on
March 31, 2010.
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Indian Rupees per US Dollar
Noon Buying Rate
Period End
Average
(1)
Low
High
44.95
44.05
43.05
46.26
44.11
45.17
43.89
46.83
39.41
41.00
38.48
44.49
48.58
43.70
39.12
50.12
46.40
48.22
46.00
51.96
46.40
46.53
46.00
46.85
46.08
45.89
45.35
46.35
46.05
46.27
45.97
46.79
44.95
45.45
44.94
46.01
44.20
44.44
44.10
44.79
46.31
45.77
44.46
47.49
46.41
46.79
46.40
47.08
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.
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38
Fiscal Year Ended March 31
2008
2009
2010
(in thousands, except per share data
and number of shares)
$
14,091.4
$
19,225.1
$
32,119.5
24,189.4
48,622.8
50,287.9
50.1
703.8
1,152.8
38,330.9
68,551.7
83,560.2
(21,823.8)
(43,069.2)
(42,292.2)
()
(491.8)
(985.5)
(8,459.2)
(9,679.8)
(16,562.0)
(23,229.0)
(24,369.9)
(28,160.5)
(1,107.5)
(1,558.7)
(1,569.7)
(16,288.7)
(10,617.6)
(6,009.8)
(2,611.2)
3,244.1
(188.8)
(18,899.8)
(7,373.5)
(6,198.6)
4.5
25.3
(8.4)
$
(18,895.4)
$
(7,348.2)
$
(6,207.0)
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Fiscal Year Ended March 31
2008
2009
2010
(in thousands, except per share data
and number of shares)
$
(1.08)
$
(0.42)
$
(0.35)
$
(1.08)
$
(0.55)
$
(0.35)
17,437,120
17,437,120
17,521,120
17,437,120
20,403,420
17,521,120
$
(0.59)
$
(0.38)
$
(0.18)
26,980,680
29,761,580
29,845,580
Note: (1)
In December 2006, August 2007 and
May 2008, we issued Series A, Series B and
Series C preferred shares, respectively, that will convert
into ordinary shares effective upon the completion of this
offering. Our proforma loss per ordinary share (basic and
diluted) and proforma weighted average number of ordinary shares
outstanding (basic and diluted) have been calculated assuming
that the conversion of all our outstanding preferred shares
occurred on a hypothetical basis on April 1,
2007 for our Series A and Series B preferred shares
and April 1, 2008 for our Series C preferred shares.
As of March 31
2008
2009
2010
($ in thousands)
$
9,852.8
$
5,428.2
$
12,449.5
7,346.3
16,038.9
14,471.4
3,775.5
5,471.6
9,341.5
33,226.6
37,898.2
50,633.5
(17,244.6)
(27,237.5)
(24,955.4)
24,198.1
39,712.5
40,966.9
12,321.1
13,440.1
26,467.0
50,468.1
65,131.6
75,584.5
$
33,226.6
$
37,898.2
$
50,633.5
Note: (1)
The preferred shares issued by us
are compound financial instruments with equity, liability and
embedded derivative components. Accordingly, the liability
portion of our preferred shares amounting to $24.1 million,
$39.6 million and $40.8 million for fiscal years 2008, 2009
and 2010, respectively, has been included under our loans and
borrowings. All our preferred shares will convert into ordinary
shares effective upon the completion of this offering.
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Fiscal Year Ended March 31
2008
2009
2010
(in thousands, except percentages)
1,029.1
1,250.8
1,766.9
36.9
81.3
109.7
$
14,091.4
$
18,733.3
$
31,134.0
2,365.6
5,553.6
7,995.7
50.1
703.8
1,152.8
$
16,507.1
$
24,990.7
$
40,282.5
$
198,799.6
$
260,945.1
$
408,603.1
26,489.7
52,365.7
57,273.1
7.1%
7.2%
7.6%
8.9%
10.6%
14.0%
Notes: (1)
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,
which is a non-IFRS measure, as we believe that revenue less
service cost reflects more accurately the value addition of the
travel services that we provide to our customers. The
presentation of this non-IFRS information is not meant to be
considered in isolation or as a substitute for our consolidated
financial results prepared in accordance with IFRS as issued by
the IASB. Our revenue less service cost may not be comparable to
similarly titled measures reported by other companies due to
potential differences in the method of calculation. The
following table reconciles 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
2008
2009
2010
2008
2009
2010
2008
2009
2010
2008
2009
2010
(in thousands)
$
14,091.4
$
19,225.1
$
32,119.5
$
24,189.4
$
48,622.8
$
50,287.9
$
50.1
$
703.8
$
1,152.8
$
38,330.9
$
68,551.7
$
83,560.2
491.8
985.5
21,823.8
43,069.2
42,292.2
21,823.8
43,561.0
43,227.7
$
14,091.4
$
18,733.3
$
31,134.0
$
2,365.6
$
5,553.6
$
7,995.7
$
50.1
$
703.8
$
1,152.8
$
16,507.1
$
24,990.7
$
40,282.5
(2)
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.
(3)
Net revenue margins is defined as
revenue less service cost as a percentage of gross bookings.
39
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AND RESULTS OF OPERATIONS
40
Table of Contents
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
2008
2009
2010
2008
2009
2010
2008
2009
2010
2008
2009
2010
(in thousands, except percentages)
$
14,091.4
$
19,225.1
$
32,119.5
$
24,189.4
$
48,622.8
$
50,287.9
$
50.1
$
703.8
$
1,152.8
$
38,330.9
$
68,551.7
$
83,560.2
491.8
985.5
21,823.8
43,069.2
42,292.2
21,823.8
43,561.0
43,277.7
$
14,091.4
$
18,733.3
$
31,134.0
$
2,365.6
$
5,553.6
$
7,995.7
$
50.1
$
703.8
$
1,152.8
$
16,507.1
$
24,990.7
$
40,282.5
85.4%
75.0%
77.3%
14.3%
22.2%
19.8%
0.3%
2.8%
2.9%
100.0%
100.0%
100.0%
41
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Fiscal Year Ended March 31
2008
2009
2010
1,029.1
1,250.8
1,766.9
36.9
81.3
109.7
$
198,799.6
$
260,945.1
$
408,603.1
26,489.7
52,365.7
57,273.1
$
225,289.3
$
313,310.8
$
465,876.2
7.1%
7.2%
7.6%
8.9%
10.6%
14.0%
7.3%
7.8%
8.4%
42
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growth in the Indian economy and the middle class population in
India, as well as increased tourism expenditure in India;
increased Internet penetration (particularly broadband
penetration) in India;
increased use of the Internet for commerce in India; and
intensive competition from new and existing market entrants,
particularly in the Indian online travel industry.
43
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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
2008
2009
2010
2008
2009
2010
2008
2009
2010
2008
2009
2010
(in thousands)
$
$
578.7
$
1,110.2
$
23,937.1
$
48,101.0
$
48,724.2
$
$
$
$
23,937.1
$
48,679.7
$
49,946.3
14,091.4
18,646.4
31,009.3
252.3
521.8
1,563.7
50.1
703.8
1,152.8
14,393.8
19,872.0
33,613.9
14,091.4
19,225.1
32,119.5
24,189.4
48,622.8
50,287.9
50.1
703.8
1,152.8
38,330.9
68,551.7
83,560.2
491.8
985.5
21,823.8
43,069.2
42,292.2
21,823.8
43,561.0
43,277.7
$
14,091.4
$
18,733.3
$
31,134.0
$
2,365.6
$
5,553.6
$
7,995.7
$
50.1
$
703.8
$
1,152.8
$
16,507.1
$
24,990.7
$
40,282.5
44
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45
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46
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47
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48
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49
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Fiscal Year Ended March 31
2008
2009
2010
Amount
%
Amount
%
Amount
%
(in thousands)
(in thousands)
(in thousands)
$
38,330.9
100.0
$
68,551.7
100.0
$
83,560.2
100.0
(21,823.8
)
(56.9
)
(43,561.0
)
(63.5
)
(43,277.7
)
(51.8
)
(8,459.2
)
(22.1
)
(9,679.8
)
(14.1
)
(16,562.0
)
(19.8
)
(23,229.0
)
(60.6
)
(24,369.9
)
(35.5
)
(28,160.5
)
(33.7
)
(1,107.5
)
(2.9
)
(1,558.7
)
(2.3
)
(1,569.7
)
(1.9
)
(16,288.7
)
(42.5
)
(10,617.6
)
(15.5
)
(6,009.8
)
(7.2
)
860.5
2.2
6,293.7
9.2
1,874.2
2.2
(3,471.7
)
(9.1
)
(3,049.6
)
(4.4
)
(2,062.9
)
(2.5
)
(18,899.8
)
(49.3
)
(7,373.5
)
(10.8
)
(6,198.6
)
(7.4
)
*
*
25.3
0.03
(8.4
)
*
(18,895.4
)
(49.3
)
(7,348.2
)
(10.7
)
(6,207.0
)
(7.4
)
50
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51
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52
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53
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Three Months Ended
March 31,
June 30,
September 30,
December 31,
March 31,
2009
2009
2009
2009
2010
(unaudited)
(in thousands, except per share data)
$
5,464.3
$
7,816.7
$
7,338.8
$
8,380.0
$
8,584.0
8,819.0
14,558.1
9,383.8
14,115.0
12,231.0
271.7
252.2
241.8
351.0
307.9
14,555.1
22,627.0
16,964.4
22,846.0
21,122.8
(7,448.9
)
(12,360.4
)
(7,857.0
)
(11,808.3
)
(10,266.5
)
(491.8
)
(759.5
)
(12.0
)
(183.9
)
(30.0
)
(2,269.6
)
(8,774.9
)
(2,419.1
)
(2,436.2
)
(2,931.7
)
(5,854.4
)
(5,996.6
)
(6,115.0
)
(7,360.3
)
(8,688.6
)
(369.4
)
(364.5
)
(382.9
)
(402.3
)
(420.0
)
(1,879.1
)
(5,628.9
)
178.4
654.8
(1,214.1
)
(946.7
)
46.5
(159.3
)
(20.0
)
(56.0
)
(2,825.8
)
(5,582.3
)
19.1
634.8
(1,270.1
)
25.3
(3.4
)
0.5
(5.6
)
$
(2,800.5
)
$
(5,585.7
)
$
19.1
$
635.4
$
(1,275.7
)
$
(0.16
)
$
(0.32
)
$
0.001
$
0.04
$
(0.07
)
$
(0.16
)
$
(0.32
)
$
0.001
$
0.02
$
(0.07
)
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Three Months Ended
March 31,
June 30,
September 30,
December 31,
March 31,
2009
2009
2009
2009
2010
(unaudited)
(in thousands, except percentages)
350.2
350.4
460.8
477.3
478.4
21.6
26.1
22.2
33.3
28.0
$
4,972.6
$
7,057.2
$
7,326.8
$
8,196.1
$
8,553.9
1,370.1
2,197.7
1,526.8
2,306.6
1,964.5
271.7
252.2
241.8
351.0
307.9
$
6,614.4
$
9,507.1
$
9,095.4
$
10,853.7
$
10,826.3
$
60,771.3
$
89,539.4
$
94,208.8
$
106,964.9
$
117,889.9
9,763.9
16,112.9
10,598.3
16,440.8
14,121.0
$
70,535.2
$
105,652.3
$
104,807.1
$
123,405.7
$
132,010.9
8.2%
7.9%
7.8%
7.7%
7.3%
14.0%
13.6%
14.4%
14.0%
13.9%
9.0%
8.8%
8.4%
8.5%
8.0%
55
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56
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57
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Fiscal Year Ended March 31
2008
2009
2010
(in millions)
$
(16.4
)
$
(3.1
)
$
5.2
(4.4
)
(11.8
)
3.5
14.6
14.3
(0.2)
(6.2
)
(0.6
)
8.5
3.8
(2.4
)
(2.4)
*
0.6
(0.7)
(2.4
)
(1)
(2.4
)
(2)
5.3
(3)
Notes: (1)
Includes $6.2 million of bank
overdrafts and excludes $7.3 million of term deposits not
classified as cash and cash equivalents.
(2)
Includes $7.9 million of bank
overdrafts and excludes $16.0 million of term deposits not
classified as cash and cash equivalents.
(3)
Includes $4.0 million of bank
overdrafts and excludes $14.5 million of term deposits not
classified as cash and cash equivalents.
58
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59
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60
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Payment Due by Period
More than
Contractual
Obligations
(1)
Total
Less than 1 year
1-3 years
3-5 years
5 years
(in thousands)
$
6,898.3
$
1,188.1
$
2,458.4
$
2,227.6
$
1,024.3
92.7
50.0
35.7
7.2
91.0
91.0
3,996.0
3,996.0
Notes: (1)
Does not include convertible
redeemable preferred shares which are redeemable upon demand and
which will convert into ordinary shares effective upon the
closing of this offering.
(2)
Operating lease obligations relate
to our leasing arrangements for our various office premises.
(3)
Finance lease obligations relate to
our leasing arrangements for motor vehicles used in our business.
(4)
We enter into purchase orders from
time to time for various equipment or other requirements for our
business.
(5)
Secured against term deposits.
61
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62
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63
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Household
Income Brackets
(annually)
($ in billions)
1
United States
916.5
2
China
500.7
3
Japan
215.8
4
United Kingdom
148.2
5
France
143.0
6
Spain
123.7
7
Italy
121.8
8
India
110.6
9
Germany
103.7
10
Australia
79.7
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the Incredible India campaign helps showcase India
as a leading tourist destination globally;
the provision of one-month tourist visas on arrival for citizens
of five countries (i.e., Japan, Finland, New Zealand, Singapore
and Luxembourg);
an expenditure budget of Rs. 11.2 billion allocated to
the Ministry of Tourism in the 2010 Indian government budget (a
9.7% increase over the previous year) of which about
Rs. 4.7 billion has been earmarked for building new
infrastructure facilities such as tourist reception centers and
refurbishing monuments;
support of an open-skies policy in India;
upgrade of existing or construction of new airports in major
cities, including Mumbai, Delhi, Chennai Hyderabad and Bangalore;
the construction of international convention centers in cities
including Delhi, Mumbai, Goa, Jodhpur, Udaipur, Cochi, Agra and
Jaipur to attract more business travelers to India; and
air transportation policies permitting airlines in India which
have been in operation on domestic routes for over five years to
fly on international routes.
66
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67
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68
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69
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70
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71
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72
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Number of Transactions
for Fiscal Year Ended March 31
2008
2009
2010
1.0 million
1.2 million
1.6 million
35,644
45,497
93,757
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Indian Domestic Packages.
We offer a variety
of packages, including escorted tours, honeymoon specials and
weekend breakaways, as well as vacation themes, such as beach,
adventure, family, pilgrimage, romantic, shopping, cruise and
culture. Our demographic target for the weekend
breakaways packages are corporate executives.
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.
75
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76
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77
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78
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79
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website logic that simplify and improve a customers
ability to book a trip most suited to his or her 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;
scalable search and caching technologies that return
comprehensive results and allow us to provide more flight and
hotel options to customers without sacrificing search response
times or creating added stress on our suppliers operating
or cost infrastructure; and
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 the customers.
80
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81
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82
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Airlines
Airlines
Jet Airways
IndiGo Airlines
Kingfisher Airlines
National Aviation Company (India)
Limited
SpiceJet
Emirates
Jet Airways
Lufthansa
National Aviation Company (India) Limited
United Airlines
Advani Hotels and Resorts
Indian Hotels
Mahindra Holdings
Neelam Hotels
Resort Terra Paraiso
83
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84
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Number of Employees as of March 31
2008
2009
2010
5
7
7
11
22
20
519
433
442
72
95
111
312
204
177
919
761
757
Number of Employees as of March 31
2008
2009
2010
917
758
754
2
3
3
919
761
757
85
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86
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87
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101
F-25
F-30
F-39
II-2
41
Group Chairman and Group Chief Executive Officer
34
Director
50
Director
45
Director
54
Director
(2)
47
Independent Director
37
Independent Director
44
Director
27
Director
37
Group Chief Operating Officer
41
Group Chief Financial Officer
36
Group Chief Marketing Officer
38
Group Chief Products Officer
34
Senior Vice-President, Technology Department
Notes: (1)
Other than directors who are also
executive officers.
(2)
Mr. Philip C. Wolf satisfies
the independence requirements of Rule 5605 of the Nasdaq
Stock Market, Marketplace Rules but does not satisfy the
independence requirements of
Rule 10A-3
under the Securities Exchange Act of 1934, as amended, or the
Exchange Act.
88
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89
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90
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convening shareholders annual meetings and reporting its
work to shareholders at such meetings;
authorizing dividends and distributions;
appointing officers and determining the term of office of
officers;
exercising the borrowing powers of our company and mortgaging
the property of our company, provided that shareholders
approval shall be required if any transaction is a major
transaction for our company under section 130 of the
Mauritius Companies Act; and
approving the issuance and transfer of shares of our company,
including the recording of such shares in our share register.
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selecting our independent auditors and pre-approving all
auditing and non-auditing services permitted to be performed by
our independent auditors;
regularly reviewing the independence of our independent auditors;
reviewing all related party transactions on an ongoing basis;
discussing the annual audited financial statements with
management and our independent auditors;
annually reviewing and reassessing the adequacy of our audit
committee charter;
such other matters that are specifically delegated to our audit
committee by our board of directors from time to time;
meeting separately and periodically with management and our
internal and independent auditors; and
reporting regularly to our full board of directors.
reviewing the compensation plans, policies and programs adopted
by the management;
reviewing and approving the compensation package for our
executive officers;
reviewing and approving corporate goals and objectives relevant
to the compensation of our chief executive officer, evaluating
the performance of our chief executive officer in light of those
goals and objectives, and setting the compensation level of our
chief executive officer based on this evaluation; and
reviewing periodically and making recommendations to the board
regarding any long-term incentive compensation or equity plans,
programs or similar arrangements, annual bonuses, employee
pension and welfare benefit plans.
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solicit or induce any person to terminate his or her employment
or consulting relationship with our company; or
canvass, solicit or endeavor to entice away from our company any
client or customer of our company, or any person who regularly
dealt with our company.
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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.
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48 months from the vesting date.
72 months from the date of grant.
six months following the recipients 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.
95
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96
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97
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Shares Underlying
Date of
Outstanding Options
Exercise Price
Date of Grant
Expiration
($ per share)
99,880
0.53
June 25, 2009
June 25,
2013
(1)
94,000
1.98
June 25, 2009
June 25,
2013
(1)
83,920
0.53
June 25, 2009
June 25,
2013
(1)
182,140
0.74
June 25, 2009
June 25,
2013
(1)
114,000
1.98
June 25, 2009
June 25,
2013
(1)
155,560
0.53
June 25, 2009
June 25,
2013
(1)
108,780
0.0005
June 25, 2009
June 25,
2013
(1)
20,960
0.53
June 25, 2009
June 25,
2013
(1)
112,000
(2)
0.53
June 25, 2009
June 25,
2013
(1)
50,000
(2)
5.06
June 25, 2009
June 25,
2013
(1)
100,000
0.53
December 1, 2009
See note (3)
180,000
0.53
January 4, 2010
See note (3)
Notes: (1)
All these options vested upon the
date of grant and must be exercised prior to 48 months from
their vesting date (i.e., the date of grant), subject to the
terms of our plan.
(2)
The sale of shares following
exercise of these options is subject to the following
restrictions:
up to 50% of the shares may be sold
upon the completion of an initial public offering or
December 1, 2010, whichever is earlier;
up to 25% further of the shares may
be sold on or after the date falling one year after the
completion of an initial public offering or December 1,
2011, whichever is earlier; and
the remaining 25% of the shares may
be sold on or after the date falling two years after the
completion of an initial public offering or December 1,
2012, whichever is earlier.
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(3)
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 plan. See Equity Option
Plan Option Exercise and Expiration above.
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each of our directors and executive officers having more than
1.0% beneficial share ownership;
each person known to us to own beneficially more than 5.0% of
our ordinary shares; and
each other selling shareholder.
Shares Beneficially Owned
Shares Beneficially Owned
Name of
Prior to
Offering
(1)
Shares Being Offered
After
Offering
(2)
Number
Percent
Number
Percent
Number
Percent
4,334,020
14.45
*
*
*
*
*
*
*
*
*
*
*
*
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Shares Beneficially Owned
Shares Beneficially Owned
Name of
Prior to
Offering
(1)
Shares Being Offered
After
Offering
(2)
Number
Percent
Number
Percent
Number
Percent
356,580
1.19
451,700
1.49
*
*
*
*
5,142,300
17.13
88 Queensway, Hong Kong
15,337,760
51.32
New York, NY 10178, USA
3,629,760
12.14
3,629,760
Port-Louis, Mauritius
3,577,220
11.97
New Delhi 110 017, India
3,000,000
10.04
3,000,000
CA 94025, USA
2,384,820
7.98
*
*
*
*
*
*
*
*
*
Represents beneficial ownership of
less than 1.0% of our issued share capital (assuming the
conversion of all outstanding preferred shares).
Notes: (1)
Assumes the conversion of all
outstanding preferred shares into ordinary shares.
(2)
Assumes the underwriters
option to purchase additional ordinary shares is not exercised.
(3)
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. Kalras beneficial
ownership of our ordinary shares includes 1,334,020 ordinary
shares held by him directly (assuming the exercise of all
options held by him) and 3,000,000 ordinary shares held
indirectly through Travogue. Mr. Keyur Joshi has a 12.8%
equity interest in Travogue.
(4)
Consists of preferred 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, or the Guleri Family trust, of
which Mr. Aditya Tim Guleri is a trustee and beneficiary).
Mr. Guleri is one of the managing members of Sierra
Ventures Associates VIII, LLC, the sole general partner of
Sierra Ventures VIII-A, L.P. and Sierra Ventures VIII-B, L.P.,
and may be deemed to control these entities. However,
Mr. Guleri disclaims
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beneficial ownership of all shares
held by these entities, except as stated above and except to the
extent of his respective proportionate pecuniary interest
therein. See also note (9) below.
(5)
Mr. Mukesh Singh and
Mr. Amit Somani hold options exercisable into our ordinary
shares. As of the date of this prospectus, none of these options
have vested. Assuming the exercise of all such options by each
of Mr. Singh and Mr. Somani, each of them would
beneficially own less than 1.0% of our issued share capital
prior to this offering (assuming the conversion of all
outstanding preferred shares).
(6)
Consists of 11,669,720 ordinary
shares, 1,517,820 Series A preferred shares, 992,720
Series B preferred shares and 1,157,500 Series C
preferred shares. Andrew Y. Yan is the sole 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.
(7)
Consists of 1,051,560 ordinary
shares, 1,502,920 Series B preferred shares and
1,075,280 Series C preferred shares. The shareholders
are Tiger Global Private Investment Partners IV, L.P. and Tiger
Global Private Investment Partners V, L.P., collectively
referred to as Tiger Global. 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.
(8)
Consists of
3,035,660 Series A preferred shares,
234,940 Series B preferred shares and
306,620 Series C preferred shares.
(9)
The shareholders are Sierra
Ventures VIII-A, L.P., Sierra Ventures VIII-B, L.P. and Sierra
Ventures Associates VIII, LLC (as nominee for its members),
collectively referred to as the Sierra Ventures entities.
Consists of an aggregate of 2,023,780 Series A
preferred shares, 156,620 Series B preferred shares
and 204,420 Series C preferred shares, including
58,960 Series A preferred shares,
4,580 Series B preferred shares and
5,980 Series C preferred shares held by Sierra
Ventures Associates VIII, LLC, as nominee for its members
(including for the Guleri family trust, of which Mr. Aditya
Tim Guleri is a trustee and beneficiary. See note
(4) above). The Sierra Ventures entities do not have voting
or investment discretion with respect to the shares held by
Sierra Ventures Associates VIII, LLC, as nominee for its members
(including those held for the Guleri family trust). Sierra
Ventures Associates VIII, LLC is the sole general partner of
Sierra Ventures VIII-A, L.P. and Sierra Ventures VIII-B, L.P.
Messrs. Jeffrey M. Drazan, David C. Schwab, Peter C.
Wendell, Steven P. Williams and Aditya Tim Guleri are the
managing members of Sierra Ventures Associates VIII, LLC and may
be deemed to control the Sierra Ventures entities.
Messrs. Drazan, Schwab, Wendell, Williams and Guleri
disclaim beneficial ownership of all shares held by the Sierra
Ventures entities, except to the extent of their respective
proportionate pecuniary interest therein.
(10)
These selling shareholders are
current employees of our company who hold share options and
intend to exercise certain of such options and sell the
underlying ordinary shares in this offering. Mr. Deep Kalra
also intends to sell certain existing ordinary shares held by
him in this offering.
(11)
This selling shareholder is a
former employee of our company who holds share options and
intends to exercise certain of such options and sell the
underlying ordinary shares in this offering.
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As of March 31
As of June 15,
2008
2009
2010
2010
Number
Percent
Number
Percent
Number
Percent
Number
Percent
11,669,720
11,669,720
11,669,720
11,669,720
1,517,820
52.56%
1,517,820
51.54%
1,517,820
51.35%
1,517,820
51.32%
992,720
992,720
992,720
992,720
1,157,500
1,157,500
1,157,500
1,032,560
1,051,560
1,502,920
5.57%
1,502,920
8.66%
1,502,920
12.09%
1,502,920
12.14%
1,075,280
1,075,280
1,075,280
3,035,660
3,035,660
3,035,660
3,035,660
234,940
12.12%
234,940
12.02%
234,940
11.98%
234,940
11.97%
306,620
306,620
306,620
3,000,000
11.12%
3,000,000
10.08%
3,000,000
10.04%
3,000,000
10.04%
2,023,780
2,023,780
2,023,780
2,023,780
156,620
8.08%
156,620
8.01%
156,620
7.98%
156,620
7.98%
204,420
204,420
204,420
Notes: (1)
The shareholders are Tiger Global
Private Investment Partners IV, L.P. and Tiger Global Private
Investment Partners V, L.P.
(2)
The shareholders are Sierra
Ventures Associates VIII, LLC, Sierra Ventures VIII-A, L.P. and
Sierra Ventures VIII-B, L.P.
103
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104
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105
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106
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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;
the instrument of transfer is lodged at the registered office of
our company for the time being or at such other place (if any)
as our board of directors may appoint, accompanied by the
relevant share certificate(s) and such other evidence as our
board of directors may reasonably require to show the right of
the transferor to
107
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make the transfer (and, if the instrument of transfer is
executed by some other person on his behalf, the authority of
the person so to do); and
the instrument of transfer is in respect of only one class of
shares.
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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.
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a Category 1 Global Business Company does not have to file an
annual return of its shareholders with the Registrar of
Companies;
a Category 1 Global Business Company may issue no par value
shares; and
a Category 1 Global Business Company may register as a protected
cell company.
110
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(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 companys 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 companys 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 companys 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 companys assets for the purpose of
securing the repayment of money or the performance of an
obligation).
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(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 companys 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 50% of the value of the companys 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 companys 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 companys assets for the purpose of
securing the repayment of money or the performance of an
obligation).
112
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113
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114
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If the acquirer has, within four months after the making of a
takeover offer for all the shares of a class not owned by, or by
a nominee for, the acquirer, or any of its subsidiaries,
obtained the approval for such takeover offer by the holders of
not less than nine-tenths in nominal value of the shares
included in that class of shares (other than those shares
already held at the date of the takeover offer by the acquirer
or by a nominee or subsidiary of the acquirer), the acquirer
may, at any time within two months after the takeover offer has
been so approved, by notice (referred to as an acquisition
notice) compulsorily acquire the shares of any dissenting
member on the same terms as the original takeover offer unless
the Supreme Court of Mauritius (on an application made by a
dissenting member within one month after the date of the
acquirers acquisition notice) orders otherwise.
Where, in pursuance of a takeover offer, the acquirer becomes
entitled by himself or through a related corporation or nominee
to nine-tenths or more in nominal value of the shares included
in the class of shares concerned, the acquirer shall within one
month after the date on which he becomes entitled by himself or
through a nominee to those shares, give notice (referred to as
an ownership notice) of that fact to the holders of
the remaining shares included in that class who, when the notice
was given, had not assented to the takeover offer or been given
an acquisition notice by the acquirer. The holders of the
remaining shares may, within three months after the giving of
the ownership notice to them, require the acquirer to acquire
their shares and, where alternative terms were offered to the
approving members, elect which of those terms they will accept.
115
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116
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117
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offer, pledge, announce the intention to sell, contract to sell,
sell any option or contract to purchase, purchase any option or
contract to sell, grant or exercise any option, right or warrant
to purchase, lend or otherwise transfer or dispose of directly
or indirectly, any shares or any securities convertible into or
exercisable or exchangeable for shares; or
enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences
of ownership of the shares,
the sale of shares to the underwriters; or
the issuance by us of shares, effective upon the completion of
this offering, upon the exercise of options or the conversion of
securities outstanding on the date of this prospectus.
transactions relating to shares acquired in open market
transactions after the completion of this offering;
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the exercise of share options outstanding on the date of this
prospectus, provided that shares issued upon such exercise shall
be subject to the restrictions described above; or
distributions by a selling shareholder of shares to limited
partners or general partners of the selling shareholder,
provided that such distributee agrees to be bound by the
restrictions described above.
1.0% of the number of our ordinary shares then outstanding,
which will equal approximately
ordinary shares immediately after this offering; or
the average weekly reported trading volume of our ordinary
shares on the Nasdaq Global Market during the four calendar
weeks proceeding the date on which a notice of the sale on
Form 144 is filed with the SEC by such person.
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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.
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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.
an individual who is a citizen or resident of the United States;
a corporation (or other entity taxable as a corporation for US
federal income tax purposes) created or organized in the United
States or under the laws of the United States, any state thereof
or the District of Columbia;
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.
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122
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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).
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
the amount allocated to each other taxable year will be subject
to the highest tax rate in effect for individuals or
corporations, as applicable, for each such year and the interest
charge applicable to underpayments of tax will be imposed on the
resulting tax attributable to each such year.
123
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124
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125
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Number of
Shares
Per Share
Total
Without
With
Without
With
Over-allotment
Over-allotment
Over-allotment
Over-allotment
$
$
$
$
126
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offer, pledge, announce the intention to sell, contract to sell,
sell any option or contract to purchase, purchase any option or
contract to sell, grant or exercise any option, right or warrant
to purchase, lend or otherwise transfer or dispose of directly
or indirectly, any shares or any securities convertible into or
exercisable or exchangeable for shares; or
enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences
of ownership of the shares,
the sale of shares to the underwriters; or
the issuance by us of shares, effective upon the completion of
this offering, upon the exercise of options or the conversion of
securities outstanding on the date of this prospectus.
transactions relating to shares acquired in open market
transactions after the completion of this offering;
the exercise of share options outstanding on the date of this
prospectus, provided that shares issued upon such exercise shall
be subject to the restrictions described above; or
distributions by a selling shareholder of shares to limited
partners or general partners of the selling shareholder,
provided that such distributee agrees to be bound by the
restrictions described above.
127
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128
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(a)
to legal entities which are authorised or regulated to operate
in the financial markets or, if not so authorised or regulated,
whose corporate purpose is solely to invest in securities;
(b)
to any legal entity which has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than 43,000,000 and
(3) an annual net turnover of more than 50,000,000,
as shown in its last annual or consolidated accounts;
(c)
to fewer than 100 natural or legal persons (other than qualified
investors as defined in Article 2(1)(e) of the Prospectus
Directive) subject to obtaining the prior consent of the
underwriters for any such offer; or
(d)
in any other circumstances falling within Article 3(2) of
the Prospectus Directive,
129
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130
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131
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132
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133
Page
F-2
F-3
F-4
F-5
F-8
F-9
F-1
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
For the Year Ended March 31
Note
2008
2009
2010
(in USD)
14,091,373
19,225,095
32,119,488
24,189,405
48,622,765
50,287,896
7
50,147
703,841
1,152,822
38,330,925
68,551,701
83,560,206
21,823,844
43,069,188
42,292,226
491,780
985,482
8
8,459,204
9,679,770
16,562,034
9
23,228,981
24,369,906
28,160,506
10
1,107,546
1,558,687
1,569,747
(16,288,650)
(10,617,630)
(6,009,789)
11
860,546
6,293,731
1,874,177
11
3,471,737
3,049,608
2,062,947
(2,611,191)
3,244,123
(188,770)
(18,899,841)
(7,373,507)
(6,198,559)
12
4,476
25,291
(8,428)
(18,895,365)
(7,348,216)
(6,206,987)
11
598,379
(3,122,321)
1,651,468
26
19,486
89,624
(14,431)
12
(6,623)
(30,463)
5,590
611,242
(3,063,160)
1,642,627
(18,284,123)
(10,411,376)
(4,564,360)
(18,893,190)
(7,346,033)
(6,206,239)
(2,175)
(2,183)
(748)
(18,895,365)
(7,348,216)
(6,206,987)
(18,282,035)
(10,408,580)
(4,563,894)
(2,088)
(2,796)
(466)
(18,284,123)
(10,411,376)
(4,564,360)
22
(1.08)
(0.42)
(0.35)
22
(1.08)
(0.55)
(0.35)
22
(0.59)
(0.38)
(0.18)
F-4
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Attributable to Equity Holders of the Company
Foreign
Share
Currency
Based
Non-
Share
Share
Translation
Payment
Accumulated
Controlling
Total
Capital
Premium
Reserve
Reserve
Deficit
Total
Interest
Deficit
(In USD)
8,714
10,816,307
21,257
(10,128,125)
718,153
718,153
(18,893,190)
(18,893,190)
(2,175)
(18,895,365)
598,294
598,294
85
598,379
12,861
12,861
2
12,863
598,294
12,861
611,155
87
611,242
598,294
(18,880,329)
(18,282,035)
(2,088)
(18,284,123)
319,238
319,238
319,238
319,238
319,238
319,238
5,228
5,228
5,228
5,228
8,714
10,816,307
598,294
340,495
(29,008,454)
(17,244,644)
3,140
(17,241,504)
F-5
Table of Contents
Attributable to Equity Holders of the Company
Foreign
Share
Currency
Based
Non-
Share
Share
Translation
Payment
Accumulated
Controlling
Total
Capital
Premium
Reserve
Reserve
Deficit
Total
Interest
Deficit
(in USD)
8,714
10,816,307
598,294
340,495
(29,008,454)
(17,244,644)
3,140
(17,241,504)
(7,346,033)
(7,346,033)
(2,183)
(7,348,216)
(3,121,696
)
(3,121,696)
(625)
(3,122,321)
59,149
59,149
12
59,161
(3,121,696
)
59,149
(3,062,547)
(613)
(3,063,160)
(3,121,696
)
(7,286,884)
(10,408,580)
(2,796)
(10,411,376)
415,704
415,704
415,704
415,704
415,704
415,704
3,717
3,717
3,717
3,717
8,714
10,816,307
(2,523,402
)
756,199
(36,295,338)
(27,237,520)
4,061
(27,233,459)
F-6
Table of Contents
Attributable to Equity Holders of the Company
Foreign
Share
Currency
Based
Non-
Share
Share
Translation
Payment
Accumulated
Controlling
Total
Capital
Premium
Reserve
Reserve
Deficit
Total
Interest
Deficit
(In USD)
8,714
10,816,307
(2,523,402
)
756,199
(36,295,338)
(27,237,520)
4,061
(27,233,459)
(6,206,239)
(6,206,239)
(748)
(6,206,987)
1,651,184
1,651,184
284
1,651,468
(8,839)
(8,839)
(2)
(8,841)
1,651,184
(8,839)
1,642,345
282
1,642,627
1,651,184
(6,215,078)
(4,563,894)
(466)
(4,564,360)
6,771,376
6,771,376
6,771,376
53
540,215
(465,665
)
74,603
74,603
53
540,215
6,305,711
6,845,979
6,845,979
795
795
795
795
8,767
11,356,522
(872,218
)
7,061,910
(42,510,416)
(24,955,435)
4,390
(24,951,045)
F-7
Table of Contents
For the Year Ended March 31
2008
2009
2010
(in USD)
Cash flows from operating activities
Loss for the year
(18,895,365)
(7,348,216)
(6,206,987)
Adjustments for:
Depreciation
651,231
925,612
908,844
Amortisation of intangible assets
456,315
633,075
660,903
Loss on disposal of intangible assets
5,087
Loss on disposal of property, plant and equipment
1,877
232,445
25,501
Net finance (income) costs
2,611,191
(3,244,123)
188,770
Share based payment
319,238
415,704
6,771,376
Income tax expense
2,147
5,172
2,838
Change in inventories
(849,207)
820,830
Change in trade and other receivables
(5,504,303)
2,357,064
(5,441,867)
Change in other current assets
(1,555,262)
(1,443,180)
(3,062,608)
Change in trade and other payables
3,614,075
3,863,901
10,642,283
Change in employee benefits
200,600
11,053
98,692
Change in deferred income
1,922,857
1,382,096
(622,769)
Change in other non-current assets
(169,122)
17,167
49,375
Change in other current liabilities
101,907
78,603
192,135
Change in other non-current liabilities
225,753
81,842
116,303
Income tax (paid) refund
(358,457)
(272,149)
87,682
Net cash from (used in) operating activities
(16,375,318)
(3,148,054)
5,231,301
Cash flows from investing activities
Interest received
744,714
591,492
892,861
Proceeds from sale of property, plant and equipment
11,602
42,663
11,630
Proceeds from sale of investments
810,066
7,793,357
Investment in term deposits (net)
(719,857)
(11,492,348)
3,653,559
Acquisition of property, plant and equipment
(3,916,373)
(636,979)
(653,776)
Acquisition of other investments
(7,800,937)
Acquisition of intangible assets
(1,375,008)
(307,617)
(452,544)
Net cash from (used in) investing activities
(4,444,856)
(11,810,369)
3,451,730
Cash flows from financing activities
Proceeds from issue of convertible and redeemable preference
shares
15,000,579
15,000,174
Proceeds from issuance of shares on exercise of share options
5,228
3,717
75,398
Proceeds from (repayment) of secured bank loans
(24,843)
(5,677)
104,935
Payment of finance lease liabilities
(37,570)
(47,651)
(73,453)
Interest paid
(355,127)
(630,789)
(316,923)
Net cash from (used in) financing activities
14,588,267
14,319,774
(210,043)
Increase (Decrease) in cash and cash equivalents
(6,231,907)
(638,649)
8,472,988
Cash and cash equivalents at beginning of the year
3,792,767
(2,403,039)
(2,442,385)
Effect of exchange rate fluctuations on cash held
36,101
599,303
(685,143)
Cash and cash equivalents at end of the year
(2,403,039)
(2,442,385)
5,345,460
Supplementary information
Additions to property, plant and equipment represented by
finance lease obligations
104,030
34,525
78,809
F-8
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1.
REPORTING
ENTITY
effect a
20-for-one
split of the Companys share capital on July 22, 2010
pursuant to which each ordinary share, Series A convertible
and redeemable preference share, Series B convertible and
redeemable preference share and Series C convertible and
redeemable preference share of the Company was subdivided into
20 shares at a par value of USD 0.0005 per share.
Consequent to the share split the stated share capital of the
Company of USD 53,900,376 comprised of 17,542,120 ordinary
shares of a par value of USD 0.0005 each, 6,577,260
Series A convertible and redeemable preference share of a
par value of USD 0.0005 each, 2,966,300 Series B
convertible and redeemable preference share of a par value of
USD 0.0005 each and 2,780,900 Series C convertible and
redeemable preference share of a par value of USD 0.0005.
Also adjust on July 22, 2010 129,940 ordinary shares of a
par value of USD 0.01 each reserved under the
MakeMyTrip.com Equity Option Plan for delivery in connection
with the grant or vesting to 2,598,800 ordinary shares of a par
value of USD 0.0005 each, to reflect the subdivision of the
Companys ordinary shares approved by the shareholders of
the Company.
2.
BASIS OF
PREPARATION
derivative financial instruments are measured at fair value;
available-for-sale
financial assets are measured at fair value;
share-based payments are valued using the Black Scholes
valuation model at the date the options are granted; and
Long term interest free security deposits are measured at fair
value.
F-9
Table of Contents
F-10
Table of Contents
Note 3(d) and 13
Property, plant and equipment
Note 3(e) and 14
Useful life of intangible assets
Note 3(h) and 26
Employee benefit plans
Note 3(n) and 12
Income Taxes
Note 3(i) and 32
Provisions and contingent liabilities
Note 3(c)(iv) and (v)
Valuation of derivatives
Note 3(h)(v) and 27
Share based payment
3.
SIGNIFICANT
ACCOUNTING POLICIES
F-11
Table of Contents
F-12
Table of Contents
F-13
Table of Contents
5 years
6 years
7 years
7 years
7 years
F-14
Table of Contents
5 years
5 years
F-15
Table of Contents
F-16
Table of Contents
F-17
Table of Contents
F-18
Table of Contents
F-19
Table of Contents
F-20
Table of Contents
4)
DETERMINATION
OF FAIR VALUES
F-21
Table of Contents
5)
FINANCIAL
RISK MANAGEMENT
F-22
Table of Contents
6)
OPERATING
SEGMENTS
F-23
Table of Contents
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 the Year Ended March 31
Air Ticketing
Hotels and Packages
Others
Total
2008
2009
2010
2008
2009
2010
2008
2009
2010
2008
2009
2010
(in USD)
14,594,115
19,833,504
32,716,819
15,884,690
29,797,584
33,854,600
50,147
703,841
1,152,822
30,528,952
50,334,929
67,724,241
14,594,115
19,833,504
32,716,819
15,884,690
29,797,584
33,854,600
50,147
703,841
1,152,822
30,528,952
50,334,929
67,724,241
(491,780
)
(985,482
)
(14,021,871
)
(24,852,416
)
(26,456,261
)
(14,021,871)
(25,344,196)
(27,441,743)
14,594,115
19,341,724
31,731,337
1,862,819
4,945,168
7,398,339
50,147
703,841
1,152,822
16,507,081
24,990,733
40,282,498
(8,459,204)
(9,679,770)
(16,562,034)
(23,228,981)
(24,369,906)
(28,160,506)
(1,107,546)
(1,558,687)
(1,569,747)
860,546
6,293,731
1,874,177
(3,471,737)
(3,049,608)
(2,062,947)
(18,899,841)
(7,373,507)
(6,198,559)
For the Year Ended March 31
Air Ticketing
Hotels and Packages
Others
Total
2008
2009
2010
2008
2009
2010
2008
2009
2010
2008
2009
2010
(in USD)
14,594,115
19,833,504
32,716,819
15,884,690
29,797,584
33,854,600
50,147
703,841
1,152,822
30,528,952
50,334,929
67,724,241
14,594,115
19,833,504
32,716,819
15,884,690
29,797,584
33,854,600
50,147
703,841
1,152,822
30,528,952
50,334,929
67,724,241
(502,742
)
(608,409
)
(597,331
)
8,304,715
18,825,181
16,433,296
7,801,973
18,216,772
15,835,965
14,091,373
19,225,095
32,119,488
24,189,405
48,622,765
50,287,896
50,147
703,841
1,152,822
38,330,925
68,551,701
83,560,206
Note: *
Our internal reporting assigns the
revenue related to airline tickets issued as a component of a
Company developed tour and package to the air ticketing segment.
Revenue in this segment is recorded on a net basis. For the
external reporting, such revenue is recorded gross, since we act
as a principal for the tour and packages. Therefore, the
reclassification deducts the net revenue in the air ticketing
segment and adds the gross revenue to the hotels and packages
segment revenue.
F-24
Table of Contents
Revenue
Non-Current Assets
For the Year Ended March 31
As at March 31
2008
2009
2010
2009
2010
(in USD)
35,026,928
64,106,701
79,173,117
13,136,540
6,916,378
3,303,997
4,445,000
4,387,089
533,158
688,964
38,330,925
68,551,701
83,560,206
13,669,698
7,605,342
7)
OTHER
REVENUE
For the Year Ended March 31
2008
2009
2010
(in USD)
159,352
372,442
33,519
408,113
448,617
12,446
187,435
16,628
123,930
144,328
50,147
703,841
1,152,822
8)
PERSONNEL
EXPENSES
For the Year Ended March 31
2008
2009
2010
(in USD)
6,797,102
7,631,412
8,236,308
358,484
427,332
401,687
148,497
55,860
58,730
101,942
56,210
52,447
319,238
415,704
6,771,376
733,941
1,093,252
1,041,486
8,459,204
9,679,770
16,562,034
Table of Contents
9)
OTHER
OPERATING EXPENSES
For the Year Ended March 31
2008
2009
2010
(in USD)
1,338,670
1,130,702
1,222,138
12,215,674
8,732,620
9,674,728
1,342,215
1,346,422
1,275,778
594,750
747,893
815,736
1,403,016
1,314,937
1,244,798
590,181
812,091
1,004,049
3,248,786
4,493,784
6,143,714
207,049
228,212
183,079
1,877
232,445
25,501
5,087
3,109,412
4,293,491
2,286,763
2,216,301
2,277,494
23,228,981
24,369,906
28,160,506
10)
DEPRECIATION
AND AMORTIZATION
For the Year Ended March 31
2008
2009
2010
(in USD)
651,231
925,612
908,844
456,315
633,075
660,903
1,107,546
1,558,687
1,569,747
F-26
Table of Contents
11)
FINANCE
INCOME AND COSTS
For the Year Ended March 31
2008
2009
2010
(in USD)
837,513
1,233,928
1,503,574
4,984,590
253,212
23,033
75,213
117,391
860,546
6,293,731
1,874,177
1,138,456
1,555,887
1,346,896
2,064,824
222,431
360,037
582,402
41,125
1,042,401
37,943
7,580
4,901
83,703
95,706
3,471,737
3,049,608
2,062,947
(2,611,191)
3,244,123
(188,770)
598,379
(3,122,321)
1,651,468
598,379
(3,122,321)
1,651,468
598,294
(3,121,696)
1,651,184
85
(625)
284
598,379
(3,122,321)
1,651,468
F-27
Table of Contents
12)
INCOME
TAX BENEFIT (EXPENSE)
For the Year Ended March 31
2008
2009
2010
(in USD)
(2,147
)
(5,172
)
(2,838
)
(2,147
)
(5,172
)
(2,838
)
(398,505
)
376,330
(990,884
)
(56,012
)
1,976,413
(938,356
)
461,140
(345,867
)
(52,763
)
6,623
30,463
(5,590
)
4,476
25,291
(8,428
)
For the Year Ended March 31
2008
2009
2010
Tax
Tax
Tax
(Expense)/
(Expense)/
(Expense)/
Before Tax
Benefit
Net of Tax
Before Tax
Benefit
Net of Tax
Before Tax
Benefit
Net of Tax
(in USD)
598,379
598,379
(3,122,321
)
(3,122,321
)
1,651,468
1,651,468
19,486
(6,623
)
12,863
89,624
(30,463
)
59,161
(14,431
)
5,590
(8,841
)
617,865
(6,623
)
611,242
(3,032,697
)
(30,463
)
(3,063,160
)
1,637,037
5,590
1,642,627
F-28
Table of Contents
For the Year Ended March 31
2008
2009
2010
(in USD)
(18,895,365
)
(7,348,216
)
(6,206,987
)
4,476
25,291
(8,428
)
(18,899,841
)
(7,373,507
)
(6,198,559
)
(15.00
%)
2,834,977
(15.00
%)
1,106,026
(15.00
%)
929,784
(16.68
%)
3,152,445
(29.70
%)
2,190,024
(12.81
%)
794,323
3.29
%
(621,175
)
5.07
%
(373,538
)
10.85
%
(672,612
)
(0.13
%)
24,779
(10.16
%)
749,060
(0.61
%)
37,985
(2.44
%)
461,140
0.00
%
0.00
%
0.00
%
0.00
%
(15.14
%)
938,356
0.00
%
4.69
%
(345,867
)
0.85
%
(52,763
)
31.17
%
(5,889,913
)
44.59
%
(3,287,715
)
0.06
%
(3,918
)
(0.30
%)
56,012
0.00
%
31.89
%
(1,976,413
)
0.07
%
(13,789
)
0.17
%
(12,699
)
0.05
%
(3,170
)
(0.02
%)
4,476
(0.34
%)
25,291
0.14
%
(8,428
)
13)
PROPERTY,
PLANT AND EQUIPMENT
Diesel
Capital
Furniture
Office
Motor
Leasehold
Generator
Work in
Computers
and Fixtures
Equipment
Vehicles
Improvements
Sets
Progress
Total
(in USD)
1,758,758
587,969
1,424,397
259,398
1,847,376
181,717
60,441
6,120,056
490,170
13,866
37,093
38,723
141,834
(45,985
)
675,701
(4,445
)
(9,211
)
(63,283
)
(16,734
)
(274,972
)
(15,148
)
(383,793
)
(455,010
)
(135,208
)
(306,518
)
(61,872
)
(409,222
)
(40,031
)
(8,874
)
(1,416,735
)
1,789,473
457,416
1,091,689
219,515
1,305,016
126,538
5,582
4,995,229
1,789,473
457,416
1,091,689
219,515
1,305,016
126,538
5,582
4,995,229
401,321
802
34,334
199,575
73,895
1,084
21,574
732,585
(948
)
(1,678
)
(40,046
)
(16,730
)
(59,402
)
290,518
68,227
153,704
42,421
198,487
18,978
2,135
774,470
2,480,364
526,445
1,278,049
421,465
1,560,668
146,600
29,291
6,442,882
F-29
Table of Contents
Diesel
Capital
Furniture and
Office
Motor
Leasehold
Generator
Work in
Computers
Fixtures
Equipment
Vehicles
Improvements
Sets
Progress
Total
451,204
86,072
282,111
72,067
115,054
25,065
1,031,573
356,182
94,718
178,850
32,976
242,546
20,340
925,612
(3,335
)
(5,151
)
(27,429
)
(3,720
)
(58,908
)
(10,142
)
(108,685
)
(141,373
)
(29,439
)
(71,068
)
(19,700
)
(46,294
)
(6,854
)
(314,728
)
662,678
146,200
362,464
81,623
252,398
28,409
1,533,772
662,678
146,200
362,464
81,623
252,398
28,409
1,533,772
399,359
79,896
167,864
49,751
192,303
19,671
908,844
(237
)
(770
)
(18,132
)
(3,131
)
(22,270
)
122,743
26,641
56,317
14,104
49,122
5,429
274,356
1,184,543
252,737
585,875
127,346
490,692
53,509
2,694,702
1,307,554
501,897
1,142,286
187,331
1,732,322
156,652
60,441
5,088,483
1,126,795
311,216
729,225
137,892
1,052,618
98,129
5,582
3,461,457
1,126,795
311,216
729,225
137,892
1,052,618
98,129
5,582
3,461,457
1,295,821
273,708
692,174
294,119
1,069,976
93,091
29,291
3,748,180
Table of Contents
14)
INTANGIBLE
ASSETS
Website
Capital
Development
Work in
Cost
Software
Progress
Total
(in USD)
2,808,441
645,905
37,859
3,492,205
340,342
(32,725)
307,617
(29,111)
(29,111)
(644,058)
(168,519)
(5,134)
(817,711)
2,164,383
788,617
2,953,000
2,164,383
788,617
2,953,000
452,544
452,544
323,479
136,044
459,523
2,487,862
1,377,205
3,865,067
368,607
210,160
578,767
492,180
140,895
633,075
(24,024)
(24,024)
(137,893)
(51,206)
(189,099)
722,894
275,825
998,719
722,894
275,825
998,719
475,825
185,078
660,903
136,713
44,673
181,386
1,335,432
505,576
1,841,008
Website
Capital
Development
Work in
Cost
Software
Progress
Total
2,439,834
435,745
37,859
2,913,438
1,441,489
512,792
1,954,281
1,441,489
512,792
1,954,281
1,152,430
871,629
2,024,059
F-31
Table of Contents
15)
TAX
ASSETS AND LIABILITIES
As at March 31
2009
2010
(in USD)
2,095,516
10,907,439
11,049,305
10,907,439
13,144,821
Indian Subsidiary
US Subsidiary
Tax Losses
Expire on
Tax Losses
Expire on
(in USD)
30,996
2024
85,695
2025
2,129,682
2015
3,993,826
2016
327,673
2028
2,449,005
2017
162,354
2029
1,866,156
No expiry
3,918
2030
10,438,669
610,636
F-32
Table of Contents
As at March 31
Assets
Liabilities
Net
2009
2010
2009
2010
2009
2010
(in USD)
(126,559)
(96,540)
(126,559)
(96,540)
(463,835)
(483,058)
(463,835)
(483,058)
382,854
80,636
382,854
80,636
(52,185)
(41,232)
(52,185)
(41,232)
11,127
52,305
11,127
52,305
94,160
143,654
94,160
143,654
58,832
115,379
58,832
115,379
59,832
11,809
59,832
11,809
35,774
217,047
35,774
217,047
642,579
620,830
(642,579)
(620,830)
(642,579)
(620,830)
642,579
620,830
Effects of
Effects of
Recognized
movement
Recognized
movement
Balance as
in other
in foreign
Balance as
Recognized
in other
in foreign
Balance as
on April 1,
Recognized in
comprehensive
exchange
on March 31,
in profit
comprehensive
exchange
on March 31,
2008
profit or loss
income
rates
2009
or loss
income
rates
2010
(in USD)
(244,320)
70,436
47,325
(126,559)
45,066
(15,047)
(96,540)
(493,108)
(92,259)
121,532
(463,835)
46,729
(65,952)
(483,058)
90,640
351,062
(58,848)
382,854
(339,009)
36,791
80,636
(74,464)
5,835
16,444
(52,185)
17,687
(6,734)
(41,232)
14,580
(123)
(3,330)
11,127
37,269
3,909
52,305
130,335
23,414
(30,463)
(29,126)
94,160
27,818
5,590
16,086
143,654
54,547
18,837
(14,552)
58,832
45,040
11,507
115,379
474,363
(345,867)
(68,664)
59,832
(52,117)
4,094
11,809
47,427
(872)
(10,781)
35,774
165,927
15,346
217,047
30,463
(30,463)
(5,590)
5,590
F-33
Table of Contents
16)
INVENTORIES
As at March 31
2009
2010
(in USD)
757,137
757,137
17)
TRADE AND
OTHER RECEIVABLES
As at March 31
2009
2010
(in USD)
3,587,185
9,537,762
143,202
249,719
835,865
982,896
861,899
1,679,150
5,428,151
12,449,527
347,451
413,488
5,080,700
12,036,039
5,428,151
12,449,527
F-34
Table of Contents
18)
CASH AND
CASH EQUIVALENTS
As at March 31
2009
2010
(in USD)
68,461
116,799
1,433,742
3,503,630
3,896,411
5,721,097
73,025
5,471,639
9,341,526
(7,914,024
)
(3,996,066
)
(2,442,385
)
5,345,460
19)
OTHER
CURRENT ASSETS
As at March 31
2009
2010
(in USD)
168,882
359,707
32,483
34,044
3,528,214
7,138,336
3,729,579
7,532,087
20)
OTHER
NON-CURRENT ASSETS
As at March 31
2009
2010
(in USD)
153,531
124,126
153,531
124,126
F-35
Table of Contents
21)
CAPITAL
AND RESERVES
Ordinary Shares
Number
Share Capital
Share Premium
(in USD)
17,437,120
8,714
10,816,307
17,437,120
8,714
10,816,307
17,437,120
8,714
10,816,307
105,000
53
540,215
17,542,120
8,767
11,356,522
F-36
Table of Contents
22)
LOSS PER
SHARE
For the Year Ended March 31
2008
2009
2010
(18,893,190
)
(7,346,033
)
(6,206,239
)
331,775
(4,229,152
)
(18,893,190
)
(11,243,410
)
(6,206,239
)
17,437,120
17,437,120
17,521,120
2,966,300
17,437,120
20,403,420
17,521,120
(1.08
)
(0.42
)
(0.35
)
(1.08
)
(0.55
)
(0.35
)
F-37
Table of Contents
For the Year Ended March 31
2008
2009
2010
(unaudited)
(unaudited)
(unaudited)
(18,893,190
)
(7,346,033
)
(6,206,239
)
788,229
1,008,802
1,125,677
2,064,824
(4,984,590
)
(253,212
)
(16,040,137
)
(11,321,821
)
(5,333,774
)
17,437,120
17,437,120
17,521,120
9,543,560
12,324,460
12,324,460
26,980,680
29,761,580
29,845,580
26,980,680
29,761,580
29,845,580
(0.59
)
(0.38
)
(0.18
)
23)
LOANS AND
BORROWINGS
As at March 31
2009
2010
(in USD)
38,801
42,815
522
89,288
39,323
132,103
F-38
Table of Contents
As at March 31
2009
2010
(in USD)
39,633,977
40,759,654
2,308
25,224
36,932
49,917
39,673,217
40,834,795
As at March 31, 2009
As at March 31, 2010
Interest
Year of
Original
Carrying
Original
Carrying
Currency
Rate
Maturity
Amount
Amount
Amount
Amount
(in USD)
INR
9%-14%
2010-2014
17,436
2,830
134,421
114,512
INR
9%-14%
2010-2013
136,434
75,733
186,649
92,732
Convertible and
Convertible and
Convertible and
Redeemable
Redeemable
Redeemable
Preference Share
Preference Share
Preference Share
Series A
Series B
Series C
(in USD)
6,577,260
2,966,300
2,780,900
13,000,000
15,000,579
15,000,175
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 equal
to the purchase price of the new Series A, B and C
preference shares issued.
Table of Contents
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.
F-40
Table of Contents
As at March 31
2009
2010
(in USD)
24,079,240
39,633,977
15,000,175
454,240
1,008,802
1,125,677
39,633,977
40,759,654
Present
Present
Future
Value of
Future
Value of
Minimum
Minimum
Minimum
Minimum
Lease
Lease
Lease
Lease
Payments
Interest
Payments
Payments
Interest
Payments
As at
As at
As at
As at
As at
As at
March 31, 2009
March 31, 2009
March 31, 2009
March 31, 2010
March 31, 2010
March 31, 2010
(in USD)
43,960
7,028
36,932
58,246
8,329
49,917
44,654
5,853
38,801
48,369
5,554
42,815
88,614
12,881
75,733
106,615
13,883
92,732
24)
OTHER
CURRENT LIABILITIES
As at March 31
2009
2010
(in USD)
305,289
554,170
305,289
554,170
F-41
Table of Contents
25)
OTHER
NON-CURRENT LIABILITIES
As at March 31
2009
2010
(in USD)
281,858
447,295
281,858
447,295
26)
EMPLOYEE
BENEFIT PLANS
As at March 31
2009
2010
(in USD)
131,626
226,909
149,751
210,535
281,377
437,444
For the Year Ended
March 31
2008
2009
2010
(in USD)
358,484
427,332
401,687
358,484
427,332
4
01,687
As at March 31
2009
2010
(in USD)
131,626
226,909
131,626
226,909
F-42
Table of Contents
For the Year Ended
March 31
2008
2009
2010
(in USD)
110,991
246,268
131,626
138,899
42,598
49,368
9,598
13,262
9,362
(19,486
)
(89,624
)
14,431
(4,751
)
(31,467
)
(1,843
)
11,017
(49,411
)
23,965
246,268
131,626
226,909
For the Year Ended
March 31
2008
2009
2010
(in USD)
138,899
42,598
49,368
9,598
13,262
9,362
148,497
55,860
58,730
For the Year
Ended March 31
2008
2009
2010
(in USD)
19,486
109,110
19,486
89,624
(14,431
)
19,486
109,110
94,679
F-43
Table of Contents
As at March 31
2009
2010
6.60
%
6.50
%
7.00
%
12.00
%
58
58
25.00
%
30.00
%
As at March 31
2009
2010
(in USD)
131,626
226,909
32,148
1,780
27)
SHARE
BASED PAYMENT
F-44
Table of Contents
Contractual
Number of
Vesting
Life of
Instruments
Conditions
Options
7,059,766
Note 1
5 - 8 years
1,622,850
Note 1
5 - 8 years
8,682,616
Note: 1.
Vesting conditions: 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 stock options can be exercised
within a period of 48 months from the date of vesting.
3.
Options are to be settled by
physical delivery of ordinary shares
Weighted
Weighted
Average
Average
Exercise Price
Number of
Exercise Price
Number of
(USD)
Options
(USD)
Options
2009
2009
2010
2010
0.31
6,895,566
0.39
7,865,241
0.48
(640,327)
0.21
(24,224)
0.29
(12,848)
0.21
(3,826)
0.75
1,622,850
0.38
(7,837,191)
0.39
7,865,241
0.31
1,768,017
F-45
Table of Contents
2008
2009
0.48
0.46
0.39
0.75
40.4% - 43.0%
42.2% - 43.6%
3 - 6 years
3 - 6 years
7.39% - 8.15%
7.77% - 9.05%
Contractual
Number of
Vesting
Life of
Instruments
Conditions
Options
None
2,703,800
Refer Notes
4 - 6 years
2,703,800
Note: 1.
Of the options granted during the
year
2009-10,
2,423,800 options got immediately vested on the grant date and
280,000 options have 25% graded vesting each year over
4 years period.
2.
1,747,800 options have no sale
restrictions after vesting and 956,000 options have post vesting
sales restrictions.
3.
The stock options can be exercised
prior to the earliest of the following dates:
4.
Post vesting sales restrictions are
as below:
F-46
Table of Contents
Weighted Average
Exercise Price
Number of
(USD)
Options
2010
2010
1.41
2,703,800
0.71
105,000
1.44
2,598,800
1.55
2,318,800
2010
4.70
1.41
51.19% - 61.0%
2 - 5 years
1.12% - 2.64%
F-47
Table of Contents
28)
TRADE AND
OTHER PAYABLES
As at March 31
2009
2010
(in USD)
7,523,018
13,987,959
3,170,667
6,420,798
2,746,409
6,058,290
13,440,094
26,467,047
29)
DEFERRED
INCOME
As at March 31
2009
2010
(in USD)
2,364,675
2,255,435
530,168
411,760
2,894,843
2,667,195
574,444
814,516
2,320,399
1,852,679
2,894,843
2,667,195
F-48
Table of Contents
30)
FINANCIAL
INSTRUMENTS
As at March 31
2009
2010
(in USD)
5,428,151
12,449,527
16,038,898
14,471,404
5,403,178
9,224,727
26,870,227
36,145,658
As at March 31
2009
2010
(in USD)
4,526,504
11,743,819
901,647
705,708
5,428,151
12,449,527
As at March 31
2009
2010
(in USD)
1,097,649
4,489,110
535,228
1,687,234
1,424,727
2,532,935
435,102
459,009
16,038,898
14,471,404
1,935,445
3,281,239
21,467,049
26,920,931
F-49
Table of Contents
As at March 31
2009
2010
Gross
Impairment
Gross
Impairment
(in USD)
19,800,640
22,831,282
1,148,090
315,482
1,493,968
815,439
24,456
2,552,160
1,622
632,264
589,446
1,192,413
1,147,270
22,396,433
929,384
28,069,823
1,148,892
For the Year Ended March 31
2009
2010
(in USD)
929,384
1,042,401
37,943
(113,017
)
181,565
929,384
1,148,892
Contractual
More
Carrying
Cash
6 Months
Than
Amount
Flows*
or Less
6-12 Months
1-2 Years
2-5 Years
5 Years
(in USD)
39,633,977
(43,000,754)
75,733
(88,614)
(22,628)
(21,332)
(25,006)
(19,648)
2,830
(2,983)
(1,644)
(803)
(536)
10,693,685
(10,693,685)
(10,654,780)
(38,905)
305,289
(305,289)
(305,289)
7,914,024
(7,914,024)
(7,914,024)
58,625,538
(62,005,349)
(18,898,365)
(61,040)
(25,542)
(19,648)
Notes: *
Represents undiscounted cash flows
of interest and principal
**
Convertible and redeemable
preference shares are redeemable on demand at the option of the
preference share holder.
F-50
Table of Contents
Carrying
Contractual
6 Months
More Than
Amount
Cash Flows
or Less
6-12 Months
1-2 Years
2-5 Years
5 Years
(in USD)
301,594
301,594
Note: *
Convertible and redeemable
preference shares are redeemable on demand at the option of the
preference share holder.
Carrying
Contractual
6 Months
More Than
Amount
Cash Flows*
or Less
6-12 Months
1-2 Years
2-5 Years
5 Years
(in USD)
40,759,654
(43,000,754)
92,732
(106,615)
(30,690)
(27,556)
(27,611)
(20,758)
114,512
(138,718)
(17,875)
(17,260)
(34,520)
(69,063)
20,408,757
(20,408,757)
(20,408,757)
554,170
(554,170)
(554,170)
3,996,066
(3,996,066)
(3,996,066)
65,925,891
(68,205,080)
(25,007,558)
(44,816)
(62,131)
(89,821)
Notes: *
Represents undiscounted cash flows
of interest and principal
**
Convertible and redeemable
preference shares are redeemable on demand at the option of the
preference share holder.
Carrying
Contractual
6 Months
More Than
Amount
Cash Flows
or Less
6-12 Months
1-2 Years
2-5 Years
5 Years
(In USD)
48,382
48,382
Note: *
Convertible and redeemable
preference shares are redeemable on demand at the option of the
preference share holder.
F-51
Table of Contents
As at March 31
2009
2010
(in USD)
3,339,822
6,782,945
(2,070,802
)
(5,570,473
)
234,493
1,066,657
1,503,513
2,279,129
Average exchange rate
Reporting date rate
2009
2010
March 31, 2009
March 31, 2010
0.0217
0.0209
0.0193
0.0222
For the Year Ended March 31
2009
2010
(in USD)
143,192
217,060
F-52
Table of Contents
As at March 31
2009
2010
(in USD)
16,038,898
14,471,404
73,025
39,633,977
40,759,654
75,733
92,732
2,830
114,512
55,824,463
55,438,302
7,914,024
3,996,066
7,914,024
3,996,066
Profit or Loss
(in USD)
(79,140
)
(39,961
)
F-53
Table of Contents
As at March 31, 2009
As at March 31, 2010
Carrying
Carrying
Amount
Fair Value
Amount
Fair Value
(in USD)
5,428,151
5,428,151
12,449,527
12,449,527
16,038,898
16,038,898
14,471,404
14,471,404
5,471,639
5,471,639
9,341,526
9,341,526
26,938,688
26,938,688
36,262,457
36,262,457
301,594
301,594
48,382
48,382
301,594
301,594
48,382
48,382
75,733
75,733
92,732
92,732
2,830
2,830
114,512
114,512
7,914,024
7,914,024
3,996,066
3,996,066
39,633,977
39,633,977
40,759,654
40,759,654
10,693,685
10,693,685
20,408,757
20,408,757
305,289
305,289
554,170
554,170
58,625,538
58,625,538
65,925,891
65,925,891
31)
OPERATING
LEASES
As at March 31
2009
2010
920,527
1,188,061
4,814,241
4,685,954
1,234,690
1,024,265
6,969,458
6,898,280
F-54
Table of Contents
32)
CONTINGENCIES
33)
CAPITAL
COMMITMENTS
34)
RELATED
PARTIES
SB Asia Infrastructure Fund II, Limited Partnership, Cayman
Islands
Deep Kalra
Keyur Joshi
Sanjeev Bikhchandani
Frederic Lalonde
Philip Wolf
PhoCus Wright Inc.
F-55
Table of Contents
For the Year Ended March 31
2008
2009
2010
(in USD)
5,020,185
6,243,555
15,854
13,794
16,901
As at March 31
2009
2010
(in USD)
692
7,746
For the Year Ended March 31
2008
2009
2010
(in USD)
6,250
18,322
19,300
As at March 31
2009
2010
(in USD)
455
455
For the Year Ended March 31
2008
2009
2010
(in USD)
403,704
327,282
208,428
11,764
12,332
11,920
29,936
32,247
1,880,398
445,404
371,861
2,100,746
Note: *
Provision for gratuity and
compensated absences has not been considered, since the
provisions are based on actuarial valuations for the
Groups entities as a whole
F-56
Table of Contents
35)
GROUP
ENTITIES
Ownership Interest at
Country of
March 31
Incorporation
2009
2010
USA
100
%
100
%
India
99.98
%
99.98
%
36)
SUBSEQUENT
EVENTS
a)
The name of the Company has changed from International Web
Travel Private Limited to MakeMyTrip Limited on April 19,
2010 as per the approval from Registrar of Companies, Mauritius.
F-57
Table of Contents
Table of Contents
Table of Contents
Item 6.
Indemnification
of Directors and Officers
Item 7.
Recent
Sales of Unregistered Securities
II-1
Table of Contents
Number of
Securities
Consideration
Date of Issuance
Originally Issued
Title of Securities
per Share
August 8, 2007
1,483
Series B preferred shares
$101.14
August 9, 2007
75,146
Series B preferred shares
$101.14
August 9, 2007
7,528
Series B preferred shares
$101.14
August 9, 2007
74
Series B preferred shares
$101.14
August 9, 2007
229
Series B preferred shares
$101.14
August 10, 2007
1,483
Series B preferred shares
$101.14
August 10, 2007
989
Series B preferred shares
$101.14
August 14, 2007
11,747
Series B preferred shares
$101.14
August 16, 2007
49,636
Series B preferred shares
$101.14
May 23, 2008
57,875
Series C preferred shares
$107.88
May 23, 2008
15,331
Series C preferred shares
$107.88
May 23, 2008
53,764
Series C preferred shares
$107.88
May 23, 2008
927
Series C preferred shares
$107.88
May 23, 2008
927
Series C preferred shares
$107.88
May 23, 2008
9,826
Series C preferred shares
$107.88
May 23, 2008
96
Series C preferred shares
$107.88
May 23, 2008
299
Series C preferred shares
$107.88
June 17, 2009
4,600
Ordinary shares
$14.84
June 19, 2009
480
Ordinary shares
$9.75
June 19, 2009
170
Ordinary shares
$9.75
June 25, 2009
8,338
Options to purchase ordinary shares
Exercise price
of $0.01
Certain employees
June 25, 2009
8,398
Options to purchase ordinary shares
Exercise price
of $9.75
June 25, 2009
39,212
Options to purchase ordinary shares
Exercise price
of $10.50
Rajesh Magow
June 25, 2009
9,107
Options to purchase ordinary shares
Exercise price
of $14.84
June 25, 2009
35,760
Options to purchase ordinary shares
Exercise price
of $39.53
June 25, 2009
12,750
Options to purchase ordinary shares
Exercise price
of $101.14
Certain employees
June 25, 2009
2,375
Options to purchase ordinary shares
Exercise price
of $107.88
Executive officer
December 1, 2009
5,000
Options to purchase ordinary shares
Exercise price
of $10.50
Executive officer
January 4, 2010
9,000
Options to purchase ordinary shares
Exercise price
of $10.50
Former employee
April 28, 2010
1,000
Ordinary shares upon the exercise of vested options
Exercise price
of $39.53
Former employee
May 25, 2010
75
Ordinary shares upon the exercise of vested options
Exercise price
of $107.88
Former non-executive director
July 13, 2010
2,899
Ordinary shares upon the exercise of vested options
Exercise price
of $0.01
Table of Contents
Item 8.
Exhibits
and Financial Statement Schedules
Item 9.
Undertakings
II-3
Table of Contents
By:
(group principal financial officer and group principal
accounting officer)
II-4
Table of Contents
II-5
Table of Contents
By:
/s/ Jonathan I.
Huang
Name:
Jonathan I. Huang
Title:
Director of Investor Relations,
MakeMyTrip.com Inc.
II-6
Table of Contents
Form of underwriting agreement.*
Form of Constitution of MakeMyTrip Limited (effective upon the
closing of this offering).
Form of ordinary share certificate.
Opinion of Conyers Dill & Pearman (Mauritius) Limited.
Opinion of Conyers Dill & Pearman (Mauritius) Limited as to
certain Mauritian tax matters.
Opinion of Latham & Watkins LLP as to certain US tax
matters.
Amended and Restated MakeMyTrip.com 2001 Equity Option Plan.
MakeMyTrip 2010 Share Incentive Plan.
Third Amended and Restated Shareholders Agreement dated
May 20, 2008 by and among the shareholders named therein
and our company.
Fourth Amended and Restated Shareholders Agreement dated
July 16, 2010 by and among the shareholders named therein
and our company.
Subscriber Agreement dated February 4, 2009 (effective as of
February 1, 2009), by and between MMT India and Amadeus
India Pvt. Ltd.#
Passenger Sales Agency Agreement dated August 30, 2002 by and
between MMT India and each IATA member, represented by the
Director General of IATA.
Business Process Outsourcing Services Agreement dated March 5,
2008 by and between MMT India and IBM Daksh Business Process
Services Private Limited, or IBM Daksh.
Statement of Work dated March 5, 2008 by and between MMT India
and IBM Daksh, or the IBM Statement of Work.#
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 Daksh.#
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 Daksh.#
Services Agreement, or the Tecnovate Services Agreement, dated
March 25, 2009 by and between MMT India and Tecnovate eSolutions
Private Limited, or Tecnovate.#
Amendment to the Tecnovate Services Agreement dated June 4,
2010 (effective as of March 24, 2010), by and between MMT
India and Tecnovate.#
Master Services Agreement dated July 6, 2009 by and between MMT
India and RightNow Technologies, Inc.
Lease deed for Plot Number 103, Udyog Vihar, Phase 1, Gurgaon,
Haryana 122016, India dated October 25, 2007.
Sanction Letter for Working Capital Facilities dated
September 7, 2009 by and between MMT India and HDFC Bank
(including letter of amendment).
Form of director and executive officer indemnification agreement.
List of subsidiaries of MakeMyTrip Limited.
Consent of Conyers Dill & Pearman (Mauritius) Limited (see
Exhibit 5.1).
Consent of Latham & Watkins LLP (see Exhibit 8.2).
Consent of KPMG, registered public accounting firm.
Power of Attorney (contained on signature page).
*
To be filed by amendment.
#
Confidential treatment being
requested.
II-7
SUBJECT
Clause No.
1
2
3
4-7
8-9
10-11
12-15
16-21
22-24
25-33
34-42
43-44
45
46-51
52-54
55
56-58
59-60
61-65
66-77
78-83
84
85
86
87-88
89
90-91
92-95
96-99
100-103
104-109
110-113
114-123
124-126
127-130
131
132
133
134
135
136-145
146
147-148
150-154
155-160
161-163
164
165-166
167
SUBJECT
Clause No.
168-168
168
169
170
- 1 -
1.1 | Constitution and the Companies Act 2001 |
1.2 | Name |
1.3 | Objects |
(a) | The objects of the Company are to carry out any business or activity permitted under its Category 1 Global Business Licence. To the extent permitted by Law, the Company may effect any business transactions and take any steps which it considers expedient to further the objects of the Company. | ||
(b) | The Company shall have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, subject to such restrictions and limitations as may be provided under any conditions of its Category 1 Global Business Licence. | ||
(c) | The Company shall have for the purposes of Clause 1.3(b) above, full rights, powers and privileges. |
1.4 | Type of Company and Liability of Shareholders |
(a) | The Company is a public company limited by shares. | ||
(b) | The liability of the Members is limited to any amount unpaid on their shares and to such obligations as may be attached to their shares under the terms of their issue or this Constitution. |
1.5 | Registered Office |
WORD | MEANING | |
|
||
Act
|
the Companies Act 2001 of Mauritius or any statutory modification, amendment or re-enactment thereof for the |
- 2 -
time being in force, and any reference to any provision
of the Act is to that provision as so modified, amended or
re-enacted or contained in any such subsequent act or acts.
the audit committee of the Company formed by the Board pursuant to Clause
124 hereof, or any successor audit committee.
the auditor of the Company for the time being and may include any individual or
partnership.
the board of directors for the time being of the Company and acting
by resolution in accordance with the Act and this Constitution or the directors present
at a meeting of directors at which there is a quorum.
the share capital from time to time of the Company.
Business Licence
a licence issued under section 72(6) of the Financial
Services Act 2007.
a clause of this Constitution.
in relation to the period of a notice, that period excluding the day when the
notice is given or deemed to be given and the day for which it is given or on which it
is to take effect.
a clearing house recognised by the laws of the jurisdiction in which the
shares of the Company (or depositary receipts therefor) are listed or quoted on a stock
exchange or interdealer quotation system in such jurisdiction.
MakeMyTrip Limited
a competent regulatory authority in the territory where
the shares of the Company (or depositary receipts therefor) are listed or quoted
on a stock exchange or interdealer quotation system in such territory.
this Constitution in its present form or as supplemented or amended or
substituted from time to time.
include debenture stock and debenture stockholder
respectively.
a depository or other recognised securities clearing system or clearing house or its nominee(s) in the
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jurisdiction where the shares of the Company (or depositary
receipts therefor) are listed or quoted on a Designated
Stock Exchange in such jurisdiction, which shall include the
Depository Trust Company or its nominee(s) in the United
States of America.
the Nasdaq Stock Market or any other internationally
recognized stock exchange where the Companys securities are traded
the directors for the time being of the Company and shall include an alternate
director.
dollars, the legal currency of the United States of America.
such office of the Company as the Directors may from time to time
determine to be the principal office of the Company.
the laws of Mauritius, including (without limitation) the Act and any other
act or regulation for the time being in force concerning public companies limited by
shares registered in Mauritius and affecting the Company.
shares of the Company which have been admitted for quotation on a Designated
Stock Exchange for so long as any shares of the Company are listed or quoted on such
Designated Stock Exchange.
the Republic of Mauritius.
a duly registered holder from time to time of the shares in the capital of the
Company.
a calendar month.
written notice unless otherwise specifically stated and as further defined in this
Constitution.
the registered office of the Company for the time being.
a resolution that is approved by a simple majority of the votes of
those Members entitled to vote and voting on the matter which is the subject of the
resolution.
paid up or credited as paid up.
the principal register of Members and where applicable, any branch register of
Members of the Company to be
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maintained at such place within or outside Mauritius as
the Board shall determine from time to time.
in respect of any class of share capital such place as the Board may
from time to time determine to keep a branch register of Members in respect of that
class of share capital and where (except in cases where the Board otherwise directs)
the transfers or other documents of title for such class of share capital are to be
lodged for registration and are to be registered.
the United States Securities and Exchange Commission.
common seal or any one or more duplicate seals of the Company (including a
securities seal, if any) for use in Mauritius or in any place outside Mauritius.
any person, firm or corporation appointed by the Board to perform any of the
duties of secretary of the Company and includes any assistant, deputy, temporary or
acting secretary.
a resolution approved by a majority of 75 per cent. (75%) or, if a
higher majority is required by this Constitution, that higher majority, of the votes of
those Members entitled to vote and voting on the question.
the Act and every other law of the Legislature of Mauritius for the time being in
force applying to or affecting the Company and/or this Constitution.
a share of the Company that was or is treated as having been acquired and
held by the Company and has been held continuously by the Company since it was so
acquired and has not been cancelled.
a calendar year.
(a) | words importing the singular include the plural and vice versa; | ||
(b) | words importing a gender include both gender and the neuter; | ||
(c) | words importing persons include companies, associations and bodies of persons whether corporate or not; | ||
(d) | the words: |
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(i) | may shall be construed as permissive; | ||
(ii) | shall or will shall be construed as imperative; |
(e) | expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Members election comply with all applicable Statutes, rules and regulations; | ||
(f) | references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force; | ||
(g) | save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in this Constitution if not inconsistent with the subject in the context; | ||
(h) | references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not; | ||
(i) | a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of this Constitution or the Statutes. |
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(a) | increase its capital by such sum, to be divided into shares of such classes and amounts, as the resolution shall prescribe; | ||
(b) | consolidate and divide all or any of its capital into shares of a larger amount than its existing shares; | ||
(c) | divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in Members meeting, as the Directors may determine provided always that where the Company issues shares which do not carry voting rights, the words non-voting shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words restricted voting or limited voting; | ||
(d) | sub-divide its shares, or any of them, into shares of a smaller amount than is fixed by this Constitution (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to new shares; | ||
(e) | 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 its capital by the amount of the shares so cancelled in accordance with the Act or, in the case of shares without par value, diminish the number of shares into which its capital is divided. |
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(a) | the necessary quorum (whether at a separate Members meeting or at its adjourned meeting) shall be a person or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third in nominal value of the issued shares of that class; | ||
(b) | every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and | ||
(c) | any holder of shares of the class present in person or by proxy or authorised representative may demand a poll. |
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(a) | requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and | ||
(b) | stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited. |
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(a) | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof; | ||
(b) | the instrument of transfer is in respect of only one class of share; and | ||
(c) | the instrument of transfer is lodged at the Office or at such other place (if any) which the Board may appoint accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do). |
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(a) | all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of |
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such shares in respect of them sent during the relevant period in the manner authorised by this Constitution have remained uncashed; | |||
(b) | so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and |
(c) | the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement. |
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(a) | the declaration and sanctioning of dividends; |
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(b) | consideration and adoption of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet; | ||
(c) | the election, appointment or re-appointment of Directors; | ||
(d) | appointment or re-appointment of Auditors (where special notice of the intention for such appointment is not required by the Law) and other officers; and | ||
(e) | the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors. |
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(a) | by the chairman of such meeting; or | ||
(b) | by not less than five Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or | ||
(c) | by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and representing not less than ten per cent. (10%) of the total voting rights of all Members having the right to vote at the meeting; or | ||
(d) | by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and 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 ten per cent. (10%) of the total amount paid up on all shares conferring that right. |
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(a) | any objection shall be raised to the qualification of any voter; or | ||
(b) | any votes have been counted which ought not to have been counted or which might have been rejected; or | ||
(c) | any votes are not counted which ought to have been counted; |
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(4) | (i) | A Member may cast a postal vote on all or any of the matters to be voted on at the meeting by sending a notice in the manner in which his shares are to be voted to a person authorised to receive and count postal votes at that meeting. | |||
(ii) | The notice shall reach that person not less than 48 hours before the start |
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of the meeting. |
(i) | collect together all postal votes received by him or by the Company; | ||
(ii) | in relation to each resolution to be voted on at the meeting, count |
(a) | the number of Members voting in favour of the resolution and the number of votes cast by each Member in favour of the resolution; and | ||
(b) | the number of Members voting against the resolution, and the number of votes cast by each Member against the resolution; |
(iii) | sign a certificate that he has carried out the duties set out in subparagraphs (i) and (ii) which sets out the results of the counts required by subparagraph (ii); and | ||
(iv) | ensure that the certificate required by subparagraph (iii) is presented to the chairperson of the meeting. |
(i) | on a vote by show of hands, count each Member who has submitted a postal vote for or against the resolution; | ||
(ii) | on a poll, count the votes cast by each Member who has submitted a postal vote for or against the resolution. |
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(a) | hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other provision of this Constitution; |
(b) | act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director; |
(c) | continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by this Constitution, the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them as directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid. |
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(a) | To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed. |
(b) | To give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in |
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the general profits of the Company either in addition to or in substitution for a salary or other remuneration. |
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(a) | of all elections and appointments of officers; | ||
(b) | of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; |
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(c) | of all resolutions and proceedings of each meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers. |
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(a) | any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation; |
(b) | any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company; | ||
(c) | any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration; | ||
(d) | any allotment letters after the expiry of seven (7) years from the date of issue thereof; and |
(e) | copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed; |
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(a) | all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Clause as paid up on the share; and |
(b) | all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. |
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(a) | that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply: |
(i) | the basis of any such allotment shall be determined by the Board; | ||
(ii) | the Board, after determining the basis of allotment, shall give not less than ten (10) days Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; | ||
(iii) | the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and | ||
(iv) | the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (the non-elected shares) and in satisfaction thereof shares of the relevant class shall be issued credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account or capital redemption reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or |
(b) | that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply: |
(i) | the basis of any such allotment shall be determined by the Board; | ||
(ii) | the Board, after determining the basis of allotment, shall give not less than ten (10) days Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; |
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(iii) | the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and | ||
(iv) | the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (the elected shares) and in lieu thereof shares of the relevant class shall be issued credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account or capital redemption reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis. |
(2) | (a) | The shares issued pursuant to the provisions of paragraph (1) of this Clause shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Clause in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be issued pursuant to the provisions of paragraph (1) of this Clause shall rank for participation in such distribution, bonus or rights. |
(b) | The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Clause, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned. |
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(a) | if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered five (5) days following that on which the envelope containing the same, properly prepaid and addressed, is put |
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into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof; | |||
(b) | if served or delivered in any other manner contemplated by this Constitution, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and | ||
(c) | may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations. |
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(a) | alternate directors; and | ||
(b) | a person to whom a power or duty of the Board has been directly delegated by the Board with that persons consent or acquiescence, or who exercises the power or duty with the consent or acquiescence of the Board. |
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MakeMyTrip Limited (the Company) INCORPORATION NUMBER : 24478/5832 CERTIFICATE NUMBER NUMBER OF SHARES INCORPORATED ON THE 28TH APRIL 2000 UNDER THE COMPANIES ACT 1984 OF MAURITIUS ( NOW GOVERNED BY THE COMPANIES ACT 2001 OF MAURITIUS ) Registered Office : c/o Multiconsult Limited, Rogers House, 5, President John Kennedy Street, Port Louis, Mauritius. This is to certify that of is the registered proprietor of Ordinary Shares of US $0.0005 each fully paid in the Company numbered as under, subject to the Constitution of the Company. DISTINCTIVE NUMBERSNUMBER OF SHARESFROMTODate: DirectorSecretary Multiconsult Limited |
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 Officers 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). |
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 Companys property or assets, and no liquidator has been appointed to wind up the Company. |
1. | To provide means to enable the Company to attract and retain appropriate human talent in the employment of the Company and its subsidiaries, | |
2. | To motivate the Employees of the Company and its subsidiaries with incentives and reward opportunities | |
3. | To achieve sustained growth of the Company and the creation of Shareholder value by aligning the interests of the Employees with the long term interests of the Company; and | |
4. | To create a sense of ownership and provide the Employees, with wealth creation opportunities, while in the employment of the Company. |
Definitions: | ||
In this document the following expressions including their grammatical variations and cognate expressions shall, where the context so admits, have the following meaning: | ||
4.1 | Associate Company means any company in which not less than 25% of the paid up equity capital is held directly or indirectly, whether singly or jointly by the Company and / or its Holding Company and / or its Subsidiary and / or its promoters. | |
4.2 | Board of Directors / Board means the Board of Directors of the Company for the time being and where the context so requires include the Board of Directors of the Holding Company and/or a Subsidiary Company and/or an Associate Company. | |
4.3 | Change in Capital Structure means a change in the capital structure of the Company as a result of reclassification of Shares, splitting up of the face value of Shares, sub-division of Shares, issue of bonus Shares, issue of rights shares, conversion of Shares into other shares or securities and any other change in the rights or obligations in respect of Shares. | |
4.4 | Change in Control Value means the amount determined in accordance with the provisions of the applicable sub-clause, as hereinafter stated: |
Page 1 of 15
.1 | the per share price offered whether in cash or otherwise to shareholders of the Company in any merger, demerger, consolidation, amalgamation, or dissolution transaction, | ||
.2 | the per share price offered whether in cash or otherwise to shareholders in any open offer or exchange offer whereby a Corporate Action takes place or | ||
.3 | if a Corporate Action occurs other than as described in Article 4.4.1 or 4.4.2, the Fair Market Value per share, determined by the Board of Directors, as on the date determined by the Board of Directors to be the date of cancellation and surrender of any Options. |
If the consideration offered to shareholders of the Company in the event of a Corporate Action, consists of anything other than cash, the Board of Directors shall determine the fair cash equivalent of the portion of the consideration offered which is other than in cash. | ||
4.5 | Closing Date shall have the meaning set forth in Article 6.2. | |
4.6 | Company means MakeMyTrip Limited (formerly known as International Web Travel Private Limited)., a company incorporated in Mauritius and having its registered office at Multiconsult Limited at Rogers House, 5 President John Kennedy Street, Port Louis, Mauritius, its successors and assigns and where the context so requires includes Employer Company. | |
4.7 | Compensation Committee means the Compensation Committee set up by the Company under Article - 7. | |
4.8 | Corporate Action means one of the following events: |
(i) | the merger, de-merger, spin-off, consolidation, amalgamation, sale of business or other reorganisation of the Company (except to a subsidiary) in which the Shares are converted into or exchanged for: |
a. | a different class of securities of the Company; or | ||
b. | any securities of any other issuer; or | ||
c. | Cash; or | ||
d. | Other property, |
(ii) | the sale, lease or exchange of all or substantially all of the assets /undertaking of the Company to any other company or entity (except to a subsidiary). | ||
(iii) | the adoption by the Shareholders of the Company of a scheme of liquidation, dissolution or winding up. | ||
(iv) | acquisition (other than acquisition pursuant to any other clause of this definition) by any company / person or entity or group of a controlling stake in the Company, whereby a change in management occurs. | ||
For the purpose of this Article, Controlling Stake means 25% of the voting share capital of the Company. |
4.9 | Companies Act means the Companies Act No. 57 of 1984 of the Republic of Mauritius. | |
4.10 | Employee means any person in the bona fide permanent employment or holding the position of managing or whole-time director or director, of the Employer Company. Employee shall also include a prospective Employee to whom a Grant is made in connection with written offers of employment made by the Employer Company | |
4.11 | Employer Company means the Company or its Holding company or its Subsidiary company or an Associate Company | |
4.12 | Exercise in relation to Options means, the tendering by a Grantee, of an application for issue of Shares, pursuant to the Options vested in him under the Grant and the Plan, accompanied by the Exercise Price payable for the Shares. | |
4.13 | Exercise Date means the date on which a Grantee elects to Exercise the Options. | |
4.14 | Exercise Period in relation to Options means the period commencing from the Vesting Date of Options and ending on the date after which Options cannot be exercised. | |
4.15 | Exercise Price means the price payable for the Shares offered under a Grant. |
Page 2 of 15
4.16 | Fair Market Value means, as of any specified date, the closing price of the Shares on the NASDAQ (or, if the Shares are not listed on such NASDAQ, the price on such other Recognised Stock Exchange on which the Shares are then listed and having the maximum volume of transactions on that date), or if no prices are reported on that date, the price determined based on the average Share Price prevailing on the last 5 days prior to the date of Grant. | |
If the Shares are not listed on any stock exchange at the time a determination of its value is required to be made hereunder, the Fair Market Value of the Shares shall be the price at which shares in the Company were subscribed to by the last Significant Investor. Significant Investor for the purpose of this sub-clause shall mean any investor who has acquired not less than 5% of the equity capital of the company at the time of such acquisition. | ||
4.17 | MMT Option Agreement means a written agreement between the Company and an Employee with respect to a Grant to such Employee. | |
4.18 | Grant means, individually or collectively, any Options granted pursuant to the Plan. | |
4.19 | Grant Date means the date on which a Grant is made to an Employee unless otherwise specified by the Compensation Committee. | |
4.20 | Grantee means an Employee who has been granted Options pursuant to the Plan and where the context so requires includes the legal heirs and / or the designated beneficiary. | |
4.21 | Holding Company means a holding company as defined under the provisions of the Companies Act | |
4.22 | Holder means a person who is holding the Options under the Grant. | |
4.23 | Insider means an Employee or Director of the Company or any other person whose transactions in Shares of the Company are subject to laws or regulations of Mauritius or any other applicable jurisdiction. | |
4.24 | IPO means the Initial Public Offer of the Companys Shares resulting in a listing of the Shares on any Recognised Stock Exchange. | |
4.25 | Option means the right, without any obligation, granted to an Employee to subscribe for Shares or any Resultant Shares upon such terms and conditions as may be specified in this Plan or in the MMT Option Agreement. Any reference in the Plan to the term Option shall if the context so permit, be deemed to mean and include Warrant as defined hereinafter and in such a case all the provisions of this Plan and/or any document executed pursuant thereto, as applicable to Options shall, mutatis mutandis, apply to Warrants. | |
4.26 | Plan means the MakeMyTrip.com 2001 Equity Option Plan as set out herein and as amended or modified from time to time. | |
4.27 | Recognised Stock Exchange means, a stock exchange, whether in or outside India, which is notified / recognised by any government authority as a recognised stock exchange, for the purpose of trading of shares / securities of any company. | |
4.28 | Resultant Shares means the shares or other securities issued in lieu of the Shares of the Company, on any Change in Capital Structure or on any Corporate Action. | |
4.29 | Shares means the equity Shares of the Company and securities convertible into equity shares and shall include American Depository Receipts (ADRs), Global Depository Receipts (GDRs) or other depository receipts representing underlying equity shares or securities convertible into equity shares and where the context so requires shall include the Resultant Shares. | |
4.30 | Subsidiary means a subsidiary company as defined in the Companies Act. |
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4.31 | Vested Option means an Option which has vested with the Grantee and has thereby become exercisable on the Exercise Date. | |
4.32 | Vesting means the process by which a Grantee becomes eligible to exercise his rights to apply for Shares of the Company pursuant to the Options granted to him under the Plan. | |
4.33 | Vesting Date in relation to Options means the earliest date on which the rights under the Options can be exercised by a Grantee. |
II) | Interpretation: | |
In this document, unless the contrary intention appears: |
a) | the singular includes the plural and vice versa; | ||
b) | the word person includes an individual, a firm, a body corporate or unincorporated or any authority; and | ||
c) | any word or expression importing the masculine, feminine or neuter genders only, shall be taken to include all three genders. |
III). | Article Headings: | |
Article headings are for information only and shall not affect the construction of this document. | ||
IV. | References: |
a. | A reference to a Clause or Schedule is respectively a reference to a Clause or Schedule of this document. The Schedules to this document shall for all purposes form part of this document. | ||
b. | Reference to any Act, Rules, Statute or Notification shall include any statutory modification, substitution or re-enactment thereof. |
5.1 | The Plan shall be implemented by the Compensation Committee under the broad policy and framework laid down by the Company and/or the Board of Directors of the Company, in accordance with the authority delegated to the Compensation Committee in this regard from time to time, and subject to the amendments, modifications and alterations to the Plan made by the Company and/or the Board of Directors in this regard. |
6.1 | The Plan shall be deemed to have come into force on the 1 st day of June, 2000 or on such other date as may be decided by the Board of Directors of the Company. | |
6.2 | The Plan shall be terminated and no Grants will be made under the Plan after 1 June, 2014 or such other date as may be determined by the Company (Closing Date). | |
Any such termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if the Plan had not been terminated, unless mutually agreed otherwise between the Grantee and the Company, which agreement must be in writing and signed by the Grantee and the Company. | ||
If any Options granted under the Plan are terminated / forfeited / lapsed under the provisions of the Plan, such Options shall be available for further Grants under the Plan. After the Closing Date, the Plan shall remain in effect until all Options granted under the Plan have been Exercised or have expired by reasons of lapse of time, whichever is earlier |
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7.1 | The Board of Directors has, pursuant to a meeting held on 12 th January 2001, constituted a separate Committee by the name of the Compensation Committee. | |
7.2 | The Compensation Committee shall consist of such number of persons not exceeding five, as the Board of Directors may deem fit. The Compensation Committee, in the exercise of its powers, may require any information from the Board/Company and/or seek the assistance of any Employee of the Company as it may deem fit to fully and effectively discharge its duties. | |
7.3 | The powers of the Compensation Committee, inter alia, include the power to: |
a. | determine the number of Options to be Granted, to each Employee and in the aggregate, and the times at which such Grants shall be made. | ||
b. | determine the vesting and/or lock-in period of the Grant made to any Employee and/or any conditions subject to which such Vesting may take place. | ||
c. | determine the Employees eligible for participation in the Plan in accordance with such criteria as may be laid down from time to time by the Board. | ||
d. | determine the performance parameters for Grant and/or Vesting of Options granted to an Employee, under the Plan. | ||
e. | assess the performance of an Employee for granting/determining the Vesting of the Options. | ||
f. | lay down the conditions under which Vested Options of a Grantee may lapse in case of termination of his employment for fraud, misconduct or where such a Grantee joins an entity which is a Competetor etc. | ||
g. | determine the Exercise Period within which the Employee should Exercise the Options and that Options would lapse on failure to exercise the Option within the Exercise Period. | ||
h. | specify time period within which the Employee shall Exercise the Vested Options in the event of termination or resignation of an Employee. | ||
i. | lay down the procedure for making a fair and reasonable adjustment to the number of Options and to the Exercise Price in case of Change in the Capital Structure and/or Corporate Action. | ||
j. | provide for the right of a Grantee to Exercise all his Vested Options at one time or at various points of time within the Exercise Period. | ||
k. | lay down the method for satisfaction of any tax obligation arising in connection with the Options or such Shares. | ||
l. | lay down the procedure for cashless Exercise of Options, if any. | ||
m. | provide for the Grant, Vesting and Exercise of Options in case of Employees who are on long leave or whose services have been seconded to any other company or who have joined Holding Company or a Subsidiary or an Associate company at the instance of the Employer Company. | ||
n. | And generally exercise such powers as may be necessary or expedient in connection of the implementation or administration of the Plan. |
7.4 | The number of members of the Compensation Committee and their powers and functions can be specified, varied, altered or modified from time to time by the Board of Directors subject to such rules and regulations as may be in force. The Board may further provide that the Compensation Committee shall exercise certain powers only after consultation with the Board and in such case the said powers shall be exercised accordingly. |
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7.5 | All decisions made by the Compensation Committee in the matters relating to the Plan and in the exercise of its powers thereunder shall be final, conclusive and binding on the Company and on all Grantees and persons eligible to participate in the Plan. No members of the Compensation Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted thereunder. |
8.1 | As soon as may be possible after the Plan comes into effect and at such times thereafter, as deemed fit by the Compensation Committee, the Compensation Committee shall, based on the various criteria (which criteria shall be decided from time to time by the Board) decide on the Employees who are eligible for a Grant under the Plan and the terms and conditions thereof. |
9.1 | The Compensation Committee may from time to time make Grants to one or more Employees, which shall include recurring grants to the same Employee. The aggregate number of Shares underlying the Options that may be granted under the Plan shall not exceed 15% of the paid up share capital of the Company, on fully diluted basis . | |
9.2 | The total number of Shares underlying all the Grants made to any particular Employee shall not exceed 5% of the total issued equity capital of the Company. | |
9.3 | A Grant agreed to be made to a prospective employee upon the condition that such person becomes an Employee, shall be deemed to have been granted, effective on the date such person commences service with the Company. | |
9.4 | The Exercise Price for the Shares offered under a Grant shall be determined by the Compensation Committee and shall be specified in the Grant. The Exercise Price per Share subject to a Grant may be determined, amended or adjusted in the absolute discretion of the Board or the Compensation Committee, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, a downward adjustment of the Exercise Prices of Grants by the Board or the Compensation Committee shall be effective without requiring any further approval of the Companys shareholders or the approval of the affected Employees. | |
9.5 | The Grant shall be in writing and shall specify the number of Options granted, the price payable for exercising the Options, the earliest date on which some or all of the Options and the Shares acquired under the Grant shall be eligible for Vesting, fulfillment of the performance and other conditions etc., if any, subject to which Vesting shall take place, and the other terms and conditions thereto and shall be substantially in the format enclosed in Schedule A or as near thereto as the circumstances require. Provided however no Vesting of any Option shall take place unless one year has elapsed from the date of its Grant. | |
9.6 | The Options shall not be transferable and can be exercised only by the Grantees except as otherwise stated in this Plan. |
10.1 | Unless otherwise specified in the Grant, all initial Grants made to any Employee shall Vest, in the following manner: |
| 10% of the Options shall Vest on the expiry of 12 months from the date of Grant. | ||
| 20% of the Options shall Vest on the expiry of 24 months from the date of Grant. | ||
| 30% of the Options shall Vest on the expiry of 36 months from the date of Grant. | ||
| 40% of the Options shall Vest on the expiry of 48 months from the date of Grant. |
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10.2 | Further, unless otherwise specified in the Grant, all subsequent Grants made on the basis of performance of an Employee, shall Vest in the Employee in four equal installments at each anniversary of the Grant Date respectively. | |
10.3 | Notwithstanding anything to the contrary in this Plan the Compensation Committee mayin its absolute discretion, vary the Vesting Date from Employee to mEployee or class thereof, as it may deem fit. | |
10.4 | The Compensation Committee in its absolute discretion may permit the Options granted, including Options, which have not Vested, to be Exercised within such time and as per such terms and conditions as it may determine. | |
10.5 | In the event of the Employee: |
a. | dying while in the employment or engagement of the Company; or | ||
b. | becoming permanently disabled; or | ||
c. | attaining the age of superannuation while in service, |
the rights and obligations under the Options Vested in him before the event, shall accrue to his legal heirs or continue in his hands, as the case may be. In any of the above cases the Compensation Committee may in its absolute discretion permit the exercise of any unvested Options and / or modify Exercise Period of any Vested Options, and the other conditions of the Grant |
11.1 | Unless otherwise specified elsewhere in the Plan, Vested Options must be exercised prior to the earliest of the following dates: |
a. |
48 (Forty-eight) months from the Vesting Date
|
||
b. | 72 (Seven two) months from the date of Grant. | ||
c. | 6 (Six) months following the Grantees date of voluntary resignation or termination of employment other than due to death, disablement or retirement. | ||
d. | One (1) year following the death of a Grantee or the termination due to disability or retirement. |
Provided however that a Holder who, having regard to the applicable Statutes, Rules and Regulations of the country of which he is resident or any other country having jurisdiction over the Plan, is restricted / not permitted from paying in full or in part the Exercise Price or from acquiring the Shares by Exercise of Options, will be required to use the Cashless Exercise method described in Article 11.3 below to exercise such number of Options for which he is not permitted to pay / remit the Exercise Price due to legal / statutory restrictions (such Options are referred to herein as the Restricted Options. | ||
Provided further that till such time as the Company has completed an IPO, the Exercise Period for such Restricted Options shall be extended to a period up to 12 months from the IPO and such Restricted Options shall be exercised, unless otherwise permitted under the relevant regulations, under the Cashless Exercise as provided hereinafter. Any Restricted Options not exercised within the extended Exercise Period so provided shall lapse irrevocably. | ||
Provided further that if the Company does not complete an IPO within 72 months from the Grant Date of the Restricted Options, all such Restricted Options shall, unless otherwise permitted by law or by the Compensation Committee, lapse irrevocably. | ||
11.2 | The Employee may, at any time during the Exercise Period, and subject to fulfilment of conditions of the Grant, exercise the Options by submitting an application to the Board of Directors to issue and allot him Shares pursuant to the vested Options, accompanied by payment of an amount equivalent to the Exercise Price in respect of such Shares and such other writing, if any, as the Board may specify to confirm extinguishment of the rights comprising in the Options then exercised. In the event of Exercise of Options resulting in fractional Shares, the Compensation Committee shall be entitled to round off the number of Shares to be issued to the adjusted nearest whole number, and Exercise Price shall be correspondingly adjusted. |
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11.3 | Cashless Exercise: | |
Under a Cashless Exercise, a Holder who exercises the Options will have to simultaneously sell the Shares acquired on the Exercise of Options and will only be entitled to receive the difference between the Selling Price and the Exercise Price for the Options exercised by him after deducting taxes payable on exercise/sale, if any, and other amounts, expenses and charges due from him (including that in connection with the sale). | ||
Provided further that the Board and/or the Compensation Committee may require the Holder to surrender the Options to the Company at the Selling Price of the Shares underlying the Options in lieu of such exercise and simultaneous sale of shares. In such an event the Holder will be paid the difference between the Selling Price of the Shares underlying the Options and the Exercise Price after deducting taxes payable at source if any and other expenses and charges payable in connection therewith. | ||
For the purpose of implementing the Cashless Exercise or any surrender of Options the Compensation Committee shall be entitled to specify such procedures including escrow mechanisms for the Shares issued on Exercise of the Options as may be necessary and the same shall be binding on the Holder. |
a. | For the purpose of this clause, unless otherwise stated Selling Price means where the Shares of the Company are listed on a Recognised Stock Exchange the actual price realised on sale of the Shares or , if the Options are surrendered, the Fair Market Value of the Shares; | ||
b. | where the Shares of the Company are not listed on any Stock Exchange , the Fair Market Value as defined in Article 4.15 of this Plan. |
Notwithstanding anything contained herein or elsewhere in this plan, it is hereby clarified that the company is under no obligation to either buy the shares or accept surrender of any Options or pay any compensation to any Holder under this clause as a result of the inability or unwillingness of the Holder to acquire any Shares, whether due to lack of funds, any restriction under any applicable law or otherwise. Additionally, it is clarified that the Cashless Exercise shall be available to Restricted Options only after the Shares of the Company are listed on a Recognized Stock Exchange, without requiring any consent of the Compensation Committee. | ||
11.4 | Except as otherwise provided, payment of the Exercise Price for the Shares to be acquired pursuant to any Options shall be made in such manner as may be approved by the Board from time to time to the extent permitted by applicable law. | |
The application shall be in such form as may be prescribed in this regard and the Compensation Committee may determine the procedure for exercise from time to time. | ||
11.5 | Subject to the provisions of Article 11.1 hereinabove, the Holder shall Exercise his Options only during the period as maybe decided by the compensation committee from time to time. | |
Provided however that in case of cessation of employment due to voluntary resignation, termination by the Employer Company or death, disability or retirement of the Employee, the Holder shall Exercise the Options in accordance with the provision of clause 11.1 notwithstanding the exercise dates specified hereinabove in this clause but subject to the provisions of any applicable law or regulation for the time being in force. | ||
11.6 | Notwithstanding anything contained elsewhere in the Plan, the Compensation Committee and/or the Board may if the Exercise of Options within the Exercise period, is prevented by any law or regulation in force the Compensation Committee or the Board, defer or refuse to permit the Exercise of Options during such time as the Exercise of the Options is prohibited by the applicable laws or regulations and in such an event, the Company shall not be liable to pay any compensation or similar payment to the Employee for any loss suffered due to such refusal. | |
Provided further, that the Board shall have the power and be and is hereby authorised to cancel all or any of the Options granted under the Plan if so required under any applicable law for the time being in force or the |
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order of any jurisdictional court. In the event of any such cancellation, no compensation shall be payable to the Holder for such cancelled Options. |
12.1 | If a Grantees employment (or other service) with the Employer Company terminates |
(i) | for Cause or | ||
(ii) | Voluntarily (on the part of the Grantee) |
the Options, to the extent not previously exercised, will terminate on the date of such termination of employment (or service). | ||
Cause for the purpose of this Plan shall mean, as determined by the Compensation Committee, (i) the continued failure of the Employee to substantially perform his duties to the Employer Company (other than any such failure resulting from retirement, death or disability as defined below), (ii) the engaging by the member in willful, reckless or grossly negligent misconduct which is determined by the Compensation Committee to be detrimental to the interest of the Company or any of its affiliates, monetarily or otherwise, (iii) fraud, misfeasance, breach of trust or wrongful disclosure of any secret or confidential information about the Company (iv) the members pleading guilty to or conviction of a felony. | ||
12.2 | If a Grantees employment with the Employer Company terminates for reason other than: |
a) | for Cause, or | ||
b) | Voluntarily (on the part of the Grantee), or | ||
c) | death, or | ||
d) | permanent disability, |
the eVsted Options under the Plan may be exercised not later than three (3) months after such termination. | ||
Provided that the provisions of the provisos to Article 11.1 shall apply mutatis mutandis. | ||
12.3 | If the Employee joins, whether in the capacity of an Employee, consultant, advisor or any other manner, any company or entity which is a Competitor to the Company within a period of 12 (Twelve) months for the date of his cessation of employment with the Employer Company, all Shares acquired on Exercise of the Options shall be compulsorily transferred to the Company or its nominee at the Exercise Price paid in respect of such Options. | |
Provided further that the Company shall have a lien on such Shares till such time they are transferred in accordance with the above provisions. | ||
Competitor for this purpose shall mean any company or entity which is engaged in the business, whether wholly or partly, of providing travel and tourism related services through the internet or which is same or similar to the business of the Company. | ||
12.4 | If a Grantees employment with any Employer Company terminates due to: |
a) | death | ||
b) | permanent disability | ||
c) | superannuation or resignation , with the consent of the Company |
the Options, only to the extent previously Vested, shall remain Vested with the person or the beneficiary designated. Options which are not Vested Options shall lapse automatically upon the occurrence of any of the abovementioned events. | ||
These Vested Options shall be exercised within a period of 12 (Twelve) months following such event or such extended time as provided by the Compensation Committee. The Options may exercised by the Employee or in his absence by the beneficiary designated by the Employee, or, if no beneficiary is designated, by the executor or administrator of the Employees estate. | ||
Provided that the provisions of the provisos to Article 11.1 shall apply mutatis mutandis |
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12.5 | Nothing contained in Article 12.1 shall be applicable, in the event of cessation of the Employees services due to secondment or deputation, so long as the Employee continues to be employed by the Employer Company. | |
Provided further that the Compensation Committee shall have full power and authority to relax any of the conditions and provisions of Article 12.1 in case of an Employee who resigns from service of the Company to join its Holding Company or its Subsidiary Company or another Subsidiary of its Holding Company or any Associate company. |
13.1 | Except as provided here, till the completion of the IPO, the Grantee shall not sell, assign, transfer, pledge or otherwise dispose of any of the Shares, or any right or interest therein, either voluntarily or involuntarily, without first delivering a written notice (the Transfer Notice) to the Company. The Transfer Notice must specify (i) the name and address of the proposed Transferee; (ii) the number of Shares, or interest therein, proposed to be sold or transferred; and (iii) all other material terms and conditions of the proposed transfer. | |
The Grantee who is desiring to sell underlying Shares and is eligible to do so, would have to necessarily offer to sell it to the Company or its nominee at the lesser of the Fair Market Value or the price specified in the Transfer Notice. The Company, if it elected to purchase the Shares, would ensure that sufficient funds are available to pay, within 60 days of receiving the Transfer Notice, to the Grantee making such a request. | ||
13.2 | Within fifteen (15) days after receipt of the Transfer Notice, the Company or its nominee may elect to purchase any or all, the Shares to which the Transfer Notice refers at the lesser of the Fair Market Value of the Shares on the date the Company receives the Transfer Notice or the price specified in the Transfer Notice. Notwithstanding the foregoing, the Company may elect to offset against and deduct from any payment of the purchase price of the Shares any indebtedness then owed by the Grantee to the Company. | |
13.3 | In the event the Company or its nominee elects to acquire Shares of the said Grantee as specified in the Transfer Notice, the Secretary of the Company shall so notify the said Grantee and settlement thereof shall be made in cash within forty five (45) days after the Company or its nominee elects to purchase. | |
13.4 | If the Shares referred to in the Transfer Notice are not purchased by the Company or its nominee, the said Grantee, within a period of 60 (Sixty) days from the date of delivery of the Transfer Notice to the Company, may sell such Shares to any person(s) or entity, provided that such sale or transfer is consummated within ninety (90) days termed as Free-transfer Period, following the date of delivery of the Transfer Notice to the Company and, provided further, that such sale is in accordance with all the terms and conditions hereof and in the Transfer Notice. After the completion of Free-transfer Period, the Companys right of first refusal is applicable again if the said Grantee desires to exercise his Options and sell underlying Shares. |
14.1 | Neither Employee, nor his successor in interest, shall have any of the rights of a shareholder of the Company with respect to the Shares for which the Option is exercised until such shares are issued by the Company and the name of the Grantee is entered in the register of shareholders of the Company. |
15.1 | Unless otherwise determined by the Compensation Committee, all Shares acquired under the Plan will rank pari passu with all other Shares (other than any preference shares or participating preference shares) of the Company for the time being in issue, save as regards any right attached to any such |
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Shares by reference to a record date prior to the date of allotment. Dividend in respect of Shares allotted on exercise of the Options shall be payable pro-rata from the date of allotment. |
16.1 | Except as hereinafter provided, a Grant made shall be subject to adjustment, by the Compensation Committee, at its discretion as to number and price of Options or Shares, as the case may be, in the event of Change in Capital Structure or a Corporate Action as defined herein. | |
16.2 | The existence of the Plan and the Grants made hereunder shall not in any way effect the right or the power of the Board of Directors or the shareholders or the Company to make or authorise any Change in Capital Structure; or any Corporate Action including any issue of shares, debt or other securities having any priority or preference with respect to the Shares or the rights thereof. | |
16.3 | If there is a Change in the Capital Structure of the Company before the Options granted under this Plan are exercised, the Employee shall be entitled on exercise of the Options, to such number of Resultant Shares to which he would have been entitled as if all the Options not exercised by him had been exercised by him before such Change in the Capital Structure of the Company had taken place and the rights under the Options shall stand corresponding adjusted. | |
16.4 | The Shares in respect of which the Options are granted, are Shares as presently constituted. But if and when, prior to the expiry of the Exercise Period there is a Change in the Capital Structure of the Company, the number of Shares with respect to which the Options may thereafter be exercised shall, in the event of: |
i) | an increase in the number of Resultant Shares, be proportionately increased, and the Exercise Price, be proportionately reduced. | ||
ii) | A reduction in the number of Resultant Shares, be proportionately reduced, and the Exercise Price, be proportionately increased. |
Provided further that in case the provisions of applicable law restrict/prohibit the issue of shares at a discount to its par value, the Exercise Price shall not be less than the amount as prescribed under such law. | ||
16.5 | In the event of Corporate Action, the Compensation Committee, at least seven days prior to any Corporate Action or thirty days thereafter, acting in its absolute discretion with or without the consent or approval of the Employee, as it may deem fit, shall in respect of the outstanding Options act on any of the following alternatives: - |
i) | Provide that on any exercise of Options hereafter, the Employee shall be entitled to the Shares and / or Resultant Shares as if the Employee had been a Holder of the Shares on exercise of the Options. | ||
ii) | Make such adjustments to the Options outstanding to reflect the Corporate Action, as may be necessary, | ||
iii) | Require the mandatory surrender to the Company, by all or some of the Employees, of all or some of the outstanding Options, irrespective of whether, the Options, have vested or not, as on that date, and in such an event the Compensation Committee shall pay to such Employee an amount, in cash or otherwise, per Option, as the case may be, of the Change in Control Value after deducting the balance Exercise Price payable, if any. | ||
iv) | Accelerate the Vesting and / or the Exercise of the Options so that the Options are to be compulsorily exercised before the date specified by the Compensation Committee, failing which they shall lapse. |
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Provided however that unless specifically agreed upon by the Board all unvested Options on the date of any Corporate Action as envisaged under Articles 4.7.ii and 4.7.iii, shall lapse and the Holders shall not be entitled to any compensation of any nature whatsoever. | ||
16.6 | Where the Company makes a further issue of capital upon which all the existing Shareholders of the Company are offered a right to subscribe for the further issue of capital at a price lower than the Exercise Price, whether by way of Shares or any other securities (hereinafter called the Rights issue), the Board may in its absolute discretion, permit any Grantee to subscribe to the Rights issue as if all the Options not exercised by him had been exercised by him before such Change in the Capital Structure of the Company, had taken place. Such newly subscribed Shares or other securities shall be issued on such terms and conditions as may be determined or deemed fit by the Board. |
17.1 | The Board of Directors in its absolute discretion may from time to time amend, alter or terminate the Plan or any Grant or the terms and conditions thereof provided, that no amendment, alteration or termination in any Grant previously made may be carried out, to the extent possible, which would impair or prejudice the rights of the Grantee without the consent of the concerned Grantee. | |
Provided further, that the Board may not, without the approval of the shareholders holding in aggregate not less than 75% of the issued share capital of the Company, amend the Plan: |
1. | To increase the aggregate number of shares which may be issued pursuant to the provisions of the Plan on exercise or surrender of Options or upon Grants; and | ||
2. | To extend the maximum period during which Grants may be made under the Plan. |
17.2 | Without prejudice to the above, the Board of Directors, without any reference to or consent of the Grantee concerned, may amend the Plan or Grant or any Agreement to comply with any laws, regulations or guidelines, which is or may hereinafter, become applicable to this Plan. |
18.1 | No Right to a Grant: | |
Neither the adoption of the Plan nor any action of the Board of Directors or Compensation Committee shall be deemed to give an Employee or any other person any right to be granted any Option to acquire Shares or to any other rights hereunder except as may be evidenced by an Option Agreement duly executed on behalf of the Company and the Employee and then only to the extent of and on the terms and conditions expressly set forth therein. | ||
The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the payment of any Grant. | ||
The Company shall at all times keep available such number of authorised and unissued Shares as would be required to be issued upon Exercise of all the Options from time to time outstanding and shall ensure that all Shares delivered upon Exercise of the Options will be duly and validly issued as fully paid. | ||
18.2 | Compulsory sale of shares by employees | |
Until the IPO the Company shall be entitled to call upon any Employee (which shall include the heirs of a deceased Employee) whose employment has ceased, to sell to the Company or any person nominated by it the Shares acquired by such Employee pursuant to Options granted under the Plan. In case of the exercise by the Company of the aforesaid right, the Employee shall forthwith sell the said Shares, to the Company or its nominee, at the Fair Market Value determined in accordance with Article 4.15 of this Plan or at the Exercise Price, as provided in Article 12.3 hereinabove, Such right shall be exercised by the Company by a notice in writing addressed to the Employee at his place of residence as per the Employer Companys records and thereupon the Employee shall transfer the shares to the |
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Company or its nominee against the payment of the selling price, within a period of 30 days from the date of the notice given by the Company. | ||
Provided however that the Company shall exercise this right only within a period of 7 (seven) months of the date of cessation of employment of the Employee but subject always to the provisions of Article 12.3. | ||
18.3 | No Employment Rights Conferred: | |
Nothing contained in the Plan or in any Grant made hereunder shall: |
(i) | confer upon any Employee any right with respect to continuation of employment or engagement with the Employer Company, or | ||
(ii) | interfere in any way with the right of the Employer Company to terminate employment or services of any Employee at any time. |
a. | Insider trading regulations of the Country and/or the Recognised Stock Exchange on which the shares of the Company are listed. | ||
b. | Other applicable restrictions for prevention of fraudulent and/or unfair trade practices relating to the securities market. |
The Employee shall keep the Company, the Board and the Compensation Committee, fully indemnified in respect of any liability arising for violation of the above provisions. | ||
18.8 | New Plans: | |
Nothing contained in the Plan shall be construed to prevent the Company directly or through any trust settled by Company, from implementing any other new Employee Ownership Plan which is deemed by the Company to be appropriate or in its best interest, whether or not such other action would have any |
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adverse impact on the Plan or any Grant made under the Plan. No Employee or other person shall have any claim against the Company and/or trust as a result of such action. | ||
18.9 | Issues: | |
In respect of any issues arising in respect of the Plan, the decision of the Board of Directors shall be final and binding on all concerned. | ||
18.10 | Restriction of Transfer of Option: | |
An Option shall not be sold, pledged, assigned, hypothecated, transferred or alienated in any manner other than by execution of a will in case of death of the Grantee and shall be exercisable during the lifetime of the Employee only by such Employee or in case of death or permanent incapacity of an Employee, by the Employees authorised legal representative or legal heirs. | ||
18.11 | MMT Option Agreement : | |
Each Grant shall be evidenced by an Option Agreement between the Company and the Employee, which shall contain such terms and conditions, as may be approved by the Compensation Committee. Each Option Agreement shall specify, without limitation, the effect of termination of employment, total and permanent disability, retirement or death on the Exercise of the Option. Under each Option Agreement, an Employee shall have the right to appoint any individual or legal entity in writing as his or her beneficiary under the Plan in the event of his death. Such designation may be revoked in writing by the Employee at any time and a new beneficiary may be appointed in writing on the form provided by the Compensation Committee for such purpose. In the absence of such appointment, the beneficiary shall be the legal representative of the Employees estate. | ||
18.12 | Governing Laws: | |
The Plan shall by governed by and construed in accordance with the laws of the Republic of Mauritius. Any dispute arising from or in connection with this Plan shall be subject to the jurisdiction of the courts of Mauritius. | ||
18.13 | Regulatory approvals | |
The implementation of the Plan, the granting of any Option under the Plan and the issuance of any Shares under the Plan shall be subject to the procurement by the Company, its Holding Company or Subsidiary Company or by the Grantee of all approvals and permits required by any regulatory authorities as applicable. |
/s/ Mohammad Akhtar Janally | ||||
Corporate Secretary | ||||
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1. | Date of Grant | : | , 20[ ] (Date of offering) | ||||||||
2. | Name of Employee | : | |||||||||
3. | Employee Code | : | |||||||||
4. | Number of Options granted | : | |||||||||
(in words | ) |
5. | Each Option entitles the Employee to acquire 1 Equity share at a price of US$ per share or such number of resultant shares at such price/s as maybe determined by the Compensation Committee in the event of Change in Capital Structure or Corporate Action. | |
6. | The Options shall be eligible for Vesting in accordance with the Plan as per the following schedule: |
Sr. | Total No. | |||||
No | Of Options | Date | Remarks | |||
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7. | The Vesting of the Option may take place earlier than the above date in accordance with the Plan. | |
8. | The Options should be exercised within Exercise Period or such further time as may be permitted, in this regard. | |
9. | The Company is a private limited company, hence shares of the Company are not freely transferable. | |
10. | On Cessation of employment, the unexercised / unvested Options under the Grant shall lapse, except as provided in the Plan/Agreement. | |
11. | The Grant shall be subject to the terms and conditions of the Plan and the Agreement to be executed between the Company and yourself. |
For and on behalf of
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Place: | |||||
Dated: | |||||
MakeMyTrip.com 2001 Equity Option Plan | |||||
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/s/ Mohammad Akhtar Janally | ||||
Corporate Secretary | ||||
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(1) | SB ASIA INVESTMENT FUND II L.P. , a fund incorporated under the laws of the Cayman Islands with its registered offices at Maples and Calder Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands ( SAIF ); | |
(2) | TRAVOGUE ELECTRONIC TRAVEL PRIVATE LIMITED , a company incorporated under the Indian Companies Act, 1956, as amended, and having its registered office at 81/1 Adchini, Sri Aurobindo Marg, New Delhi 110 017, India ( Travogue ); | |
(3) | MR. DEEP KALRA , a citizen and resident of the Republic of India residing at J-6/11A, DLF Phase II, Gurgaon, Haryana, India, MR. KEYUR JOSHI , a citizen and resident of the Republic of India residing at E-10A, II Floor, Kailash Colony, New Delhi 110 048, India and MR. SACHIN BHATIA , a citizen and resident of the Republic of India residing at Q-107, II Floor, Southcity I Gurgaon, Haryana, India (collectively, the Founders ); | |
(4) | HELION VENTURE PARTNERS LLC a company established under the laws of Mauritius, having its principal office at International Management (Mauritius) Ltd Les Cascades Building Edith Cavell Street Port Louis, Mauritius ( Helion ); | |
(5) | SIERRA VENTURES VIII-A, L.P. , a Californian Limited partnership, SIERRA VENTURES VIII-B, L.P., a Californian Limited partnership and SIERRA VENTURES ASSOCIATES VIII, LLC, a Californian limited liability Company, each with its registered office at 2884 Sand Hill Road Suite 100, Menlo Park, California 94025 (collectively, Sierra ); | |
(6) | TIGER GLOBAL PRIVATE INVESTMENT PARTNERS IV, L.P. , an exempted limited partnership formed under the laws of the Cayman Islands with its registered offices at c/o Turner and Roulstone Management Ltd., PO Box 2636GT, Strathvale House, 90 North Church Street, George Town, Grand Cayman, Cayman Islands ( PIP IV ); | |
(7) | TIGER GLOBAL PRIVATE INVESTMENT PARTNERS V, L.P. , an exempted limited partnership formed under the laws of the Cayman Islands with its registered offices at c/o Turner and Roulstone Management Ltd., PO Box 2636GT, Strathvale House, 90 North Church Street, George Town, Grand Cayman, Cayman Islands ( PIP V and together with PIP IV, Tiger Fund ); | |
(8) | LEE FIXEL , a resident of the United States of America with an address of c/o Tiger Global Management, L.L.C., 101 Park Avenue, 48 th Floor, New York, NY 10178, USA ( Fixel ); |
(9) | FEROZ DEWAN , a resident of the United States of America with an address of c/o Tiger Global Management, L.L.C., 101 Park Avenue, 48 th Floor, New York, NY 10178, USA ( Dewan ); | |
(10) | SCOTT SHLEIFER , a resident of the United States of America with an address of c/o Tiger Global Management, L.L.C., 101 Park Avenue, 48 th Floor, New York, NY 10178, USA ( Shleifer and together with PIP IV, PIP V, Fixel and Dewan, Tiger ); and | |
(11) | INTERNATIONAL WEB TRAVEL PRIVATE LIMITED , a company incorporated in Mauritius, with registered number 24478/5832 and having its registered office at 10, Frere Felix De Valois Street, Port Louis, Republic of Mauritius (the Company ). |
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(a) | If to SAIF, to: | ||
Softbank Asia Infrastructure Fund,
Two Palo Alto Square, Suite 5000, 3000 El Camino Road, Palo Alto, CA 94306, U.S.A. Telephone No.: 650 319 2763 e-Facsimile No.: 415 276 3185 Attention: Mr. Ravi Adusumalli |
Copy to: |
SAIF Advisors Ltd.
Suites 2115-2118, Two Pacific Place 88 Queensway, Hong Kong Attention: Mr. Brandon Lin Telephone No: 852 2918 2206 Facsimile No: 852 2234 9116 |
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Attention: Mr. Jason So
Telephone No.: 852 2918 2205 Facsimile No.: 852 2234 9116 |
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(b) | If to Travogue, to: |
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75-76, Adchini, Sri Aurobindo Marg,
New Delhi 110 017, India Attention: Deep Kalra Telephone No: +91-11-26566867 Facsimile No: +91-11-26521471; |
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(c) | If to the Founders, to: | ||
J-6/11A, DLF Phase II, Gurgaon,
Haryana, India, Attention: Deep Kalra Telephone No: +91-11-26566867 Facsimile No: +91-11-265231471; and |
|||
(d) | If to the Company, to: | ||
10, Frere Felix De Valois Street,
Port Louis, Republic of Mauritius Attention: Santanand Soorkia Telephone No: +230-2023000 Facsimile No: +1-267-9375170. |
|||
(e) | If to Helion, to: | ||
International Management (Mauritius) Ltd
Les Cascades Building Edith Cavell Street Port Louis, Mauritius Facsimile: (230) 212 9833 For attention of: Natarajan R |
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(f) | If to Sierra, to: | ||
(g) | In the case of Tiger to: | ||
Lee Fixel
Scott Shleifer Feroz Dewan Tiger Global Management 101 Park Avenue, 48 th Floor New York, NY 10178 USA |
|||
Telephone No.: 001-212-984-8800
Fax.: 001-212-557-1701 |
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With a copy to:
Gunderson Dettmer 220 W. 42 nd Street, Floor 21 New York, NY 10036 USA |
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Attention: Ward Breeze
Telephone No.: 001-212-430-3134 Facsimile No.: 001-877-881-3007 |
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Witnessed by : | /s/ Yiu Lai Ping | SB ASIA INVESTMENT FUND II L.P. | ||||
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Name:
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Lai-ping Yiu | By: | /s/ Andrew Y. Yan | |||
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Address:
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Suites 2115-2118, | Name: | Andrew Y. Yan | |||
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2 Pacific Place, 88 Queensway, | Title: | Authorized Signatory | |||
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Hong Kong |
/s/ Deep Kalra | ||||
Name: | Deep Kalra | |||
Title: | Director | |||
MR. DEEP KALRA
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/s/ Deep Kalra | ||||
MR. KEYUR JOSHI
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/s/ Keyur Joshi | ||||
MR. SACHIN BHATIA
|
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/s/ Sachin Bhatia | ||||
HELION VENTURE PARTNERS, LLC
|
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By: | /s/ Heerdaye Jugbandhan | |||
Name: Heerdaye Jugbandhan | ||||
Title: Director | ||||
SIERRA VENTURES VIII-A, L.P.
|
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By: | /s/ Aditya Tim Guleri | |||
Name: | ||||
Title: |
SIERRA VENTURES VIII-B, L.P.
|
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By: | /s/ Aditya Tim Guleri | |||
Name: | ||||
Title: |
SIERRA VENTURES ASSOCIATES VIII, LLC
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By: | /s/ Aditya Tim Guleri | |||
Name: | ||||
Title: |
International Web Travel Private Limited
|
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/s/ Deep Kalra | ||||
Deep Kalra | ||||
Director |
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LEE FIXEL
|
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/s/ Lee Fixel |
Feroz Dewan
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/s/ Feroz Dewan |
Scott Shleifer
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/s/ Scott Shleifer |
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By: |
Tiger Global PIP Performance IV, L.P.
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Its: | General Partner |
By: |
Tiger Global PIP Management IV, Ltd.
|
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Its: | General Partner |
By: | /s/ Charles P. Coleman, III | |||
Name: | Charles P. Coleman, III | |||
Title: | Director |
By: |
Tiger Global PIP Performance V, L.P.
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Its: | General Partner |
By: |
Tiger Global PIP Management V, Ltd.
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Its: | General Partner |
By: | /s/ Charles P. Coleman, III | |||
Name: | Charles P. Coleman, III | |||
Title: | Director |
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i. | The commencement of any business other than the business of Travel Services; | |
ii. | Any increase, reduction, sub-division, reorganisation, reclassification, redemption of the authorized, issued, or paid up share capital of the Company (unless provided for in this Agreement); or any issuance, grant, repurchase or cancellation of any shares or other securities of the Company (including employee stock options unless provided for in this Agreement or the Preferred Share Subscription Agreement) or any change in rights attached to any class of shares or conversion of any security other than the Preferred Shares into, any share capital of the Company and the terms and conditions of any of the foregoing; | |
iii. | Any action to list any shares or securities of the Company on any stock exchange, whether in India or abroad, and the terms and conditions of such initial public offering, including with respect to its size, pricing and timing; | |
iv. | [clause not utilized] | |
v. | Any transaction or a series of transactions which would entail the sale, lease, transfer, disposal or encumbrance of 5% (five percent) or more of the Companys or Subsidiarys assets or property including intellectual property rights of the Company or a Subsidiary in any financial year; provided that aforesaid threshold of 5% shall not be applicable in the case of intellectual property rights; | |
vi. | Any merger, acquisition, consolidation, reorganization, amalgamation or other business combination involving the Company, investment decisions (except for any decisions relating to any investments of surplus cash (over and above the amounts required under the annual budget) in government securities and mutual funds) including creation of any subsidiary or other controlled entity and any action for winding up or liquidation of the Company or for the appointment of a receiver or liquidator; | |
vii. | buy back of any Equity Shares of the Company (other than repurchases of stock owned by the management and employees, after approval of the Board), or redemption of any series of preferred shares ranking subordinate to the Preferred Shares; | |
viii. | amendment or waiver of any provision of the Constitution of the Company or of the constitutive documents of its Subsidiaries; | |
ix. | Any change in the composition of the Board; | |
x. | Any agreement with a related party; | |
xi. | Approval or amendment to the annual budget and the annual accounts of the Company; | |
xii. | Appointment, changes or removal of key employees or adoption or amendment of their employment contracts with the Company; |
xiii. | The entering into, variation or termination of any agreement material to the business of the Company or outside the ordinary scope of business of the Company; | |
xiv. | Any change in the statutory auditors of the Company (if the statutory auditor is a company other than a member of the Big Four Firms; | |
xv. | The granting of loans or advances in excess of USD 50,000 to any person other than in the ordinary course of business; | |
xvi. | Initiation or settlement in any jurisdiction of legal or arbitration proceedings (other than routine debt collection or any disputes, actions or claims between or among the Parties to this Agreement, the Preferred Share Subscription Agreement or the Employment Agreement or any assignees or successor thereof) which involves an amount (including related costs) in excess of USD 100,000; | |
xvii. | Incurrence of indebtedness of the Company or its Subsidiaries in excess of a sum of USD 500,000 (USD Five Hundred Thousand Only); | |
xviii. | Capital expenditure in excess of an amount of USD 500,000 in any financial year, not contemplated by the operating budget approved by the Board of the Company or its Subsidiaries; | |
xix. | Paying or declaring a dividend on any Equity Shares or any series of preferred shares ranking subordinate to or on par with the Preferred Shares, including for payment or declaration of dividend on the Preferred Shares; | |
xx. | Establishing or investing in any subsidiaries or joint ventures by the Company, either directly or through any of its Subsidiaries, or divestment in any subsidiaries or joint ventures by the Company, either directly or through any of its Subsidiaries; | |
xxi. | Grant of any new stock option or stock equivalent by the Company or its Subsidiaries, and such grant containing provisions for accelerated vesting upon (a) change of control of the Company or its Subsidiaries, (b) sale of all or substantially all of the assets or Shares of the Company or its Subsidiaries, and (c) termination of employment or similar event; | |
xxii. | Increase in the number of Equity Shares reserved under the equity incentive plans of the Company or its Subsidiaries; | |
xxiii. | Entering into any transaction by the Company or its Subsidiaries with any of their directors or Key Managerial Personnel; | |
xxiv. | Restructuring the Company in accordance with Section 3.9; | |
xxv. | Any commitment or agreement or delegation of powers to do any of the foregoing. |
(1) | _ | This questionnaire applies to the taxable year of International Web Travel Private Limited (the Company) beginning on January 1, 20_____, and ending on December 31, 20_____. |
(2) | _ | Please check here if 75% or more of the companys gross income constitutes passive income. |
n
|
Dividends, interests, royalties, rents and annuities, excluding , however, rents and royalties which are received from an unrelated party in connection with the active conduct of a trade or business. | ||
n
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Net gains from the sale or exchange of property |
¡ |
which gives rise to dividends, interest, rents or annuities ( excluding , however, property used in the conduct of a banking, finance or similar business, or in the conduct of an insurance business); |
¡ |
which is an interest in a trust, partnership, or REMIC; or | ||
¡ |
which does not give rise to income. |
n
|
Net gains from transactions in commodities. | ||
n
|
Net foreign currency gains. | ||
n
|
Any income equivalent to interest. |
Look-through rule : if the Company owns, directly or indirectly, 25% of the stock by value of another corporation, the Company must take into account its proportionate share of the income received by such other corporation. |
(3) | _ | Please check here if the average fair market value during the taxable year of passive assets held by the company equals 50% or more of the average fair market value of all of the companys assets . |
Note : This test is applied on a gross basis; no liabilities are taken into account. |
Passive Assets : For purposes of this test, passive assets are those assets which generate (or are reasonably expected to generate) passive income (as defined above). Assets which generate partly passive and partly non-passive income are considered passive assets to the extent of the relative proportion of passive income (compared to non-passive income) generated in a particular taxable year by such assets. Please note the following: |
n
|
A trade or service receivable is non-passive if it results from sales or services provided in the ordinary course of business. | ||
n
|
Intangible assets that produce identifiable items of income, such as patents or licenses, are characterized in terms of the type of income produced. |
n
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Goodwill and going concern value must be identified to a specific income producing activity and are characterized in accordance with the nature of that activity. | ||
n
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Cash and other assets easily convertible into cash are passive assets, even when used as working capital. | ||
n
|
Stock and securities (including tax-exempt securities) are passive assets, unless held by a dealer as inventory. |
Average value: For purposes of this test, average fair market value equals the average quarterly fair market value of the assets for the relevant taxable year. |
Look-through rule : if the Company owns, directly or indirectly, 25% of the stock by value of another corporation, the Company must take into account its proportionate share of the passive assets of such other corporation. |
(4) | _ | Please check here if (A) more than 50% of the companys stock (by voting power or by value) is owned by five or fewer U.S. persons or entities and (b) the average aggregate adjusted tax bases (as determined under U.S. tax principles) during the taxable year of the passive assets held by the company equals 50% or more of the average aggregate adjusted tax bases of all of the companys assets . |
Average value : For purposes of this test, average aggregate adjusted tax bases equals the average quarterly aggregate adjusted tax bases of the assets for the relevant taxable year. | |||
Look-through rule : if the Company owns, directly or indirectly, 25% of the stock by value of another corporation, the Company must take into account its proportionate share of the passive assets of such other corporation |
require reference to the Companys charter, certificate of incorporation, articles of association or other comparable governing document. |
(6) | The amount of cash and fair market value of other property distributed or deemed distributed by Company to [Investor] during the taxable year specified in paragraph 1. is as follows: |
(7) | Company will permit [Investor] to inspect and copy Companys permanent books of account, records, and such other documents as may be maintained by Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the U.S. Internal Revenue Code of 1986, as amended (or any successor provision thereto), are computed in accordance with U.S. income tax principles. |
INTERNATIONAL WEB TRAVEL PRIVATE LIMITED
|
||||
By: | ||||
Name: | ||||
Title: | ||||
(1) | SB ASIA INVESTMENT FUND II L.P. , a fund incorporated under the laws of the Cayman Islands with its registered offices at Maples and Calder Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands ( SAIF ); | |
(2) | TRAVOGUE ELECTRONIC TRAVEL PRIVATE LIMITED , a company incorporated under the Indian Companies Act, 1956, as amended, and having its registered office C 210, Second Floor, Sarvodaya Enclave, New Delhi, 110 017, India ( Travogue ); | |
(3) | MR. DEEP KALRA , a citizen and resident of the Republic of India residing at J-6/11A, DLF Phase II, Gurgaon, Haryana, India, MR. KEYUR JOSHI , a citizen and resident of the Republic of India residing at E-10A, II Floor, Kailash Colony, New Delhi - 110 048, India and MR. SACHIN BHATIA , a citizen and resident of the Republic of India residing at Q-107, II Floor, Southcity I - Gurgaon, Haryana, India (collectively, the Founders ); | |
(4) | HELION VENTURE PARTNERS LLC a company established under the laws of Mauritius, having its principal office at International Management (Mauritius) Ltd Les Cascades Building Edith Cavell Street Port Louis, Mauritius ( Helion ); | |
(5) | SIERRA VENTURES VIII-A, L.P. , a Californian Limited partnership, SIERRA VENTURES VIII-B, L.P. , a Californian Limited partnership and SIERRA VENTURES ASSOCIATES VIII, LLC , a Californian limited liability company, each with its registered office at 2884 Sand Hill Road Suite 100, Menlo Park, California 94025, USA (collectively, Sierra ); | |
(6) | TIGER GLOBAL PRIVATE INVESTMENT PARTNERS IV, L.P. , an exempted limited partnership formed under the laws of the Cayman Islands ( PIP IV ), and TIGER GLOBAL PRIVATE INVESTMENT PARTNERS V, L.P. , an exempted limited partnership formed under the laws of the Cayman Islands, each with its principal office at 101 Park Avenue, 48 th Floor, New York, NY 10178, USA ( PIP V and together with PIP IV, Tiger Fund ); | |
(7) | LEE FIXEL , a resident of the United States of America with an address c/o Tiger Global Management, L.L.C., 101 Park Avenue, 48 th Floor, New York, NY 10178, USA ( Fixel ); | |
(8) | FEROZ DEWAN , a resident of the United States of America with an address c/o Tiger Global Management, L.L.C., 101 Park Avenue, 48 th Floor, New York, NY 10178, USA ( Dewan ); | |
(9) | SCOTT SHLEIFER , a resident of the United States of America with an address of c/o Tiger Global Management, L.L.C., 101 Park Avenue, 48 th Floor, New York, NY 10178, USA ( Shleifer and together with PIP IV, PIP V, Fixel and Dewan, Tiger ); and |
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(10) | MAKEMYTRIP LIMITED (previously known as International Web Travel Private Limited), a company incorporated in Mauritius, with company number 24478/5832 and having its registered office at Rogers House, 5 President John Kennedy Street, Port Louis, Republic of Mauritius (the Company ). |
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(a) | If to SAIF, to: | ||
SB Asia Infrastructure Fund,
Two Palo Alto Square, Suite 5000, 3000 El Camino Road, Palo Alto, CA 94306, USA Telephone No.: +650 319 2763 Facsimile No.: +415 276 3185 Attention: Mr. Ravi Adusumalli |
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Copy to: |
SAIF Advisors Ltd.
Suites 2115-2118, Two Pacific Place 88 Queensway, Hong Kong Attention: Mr. Brandon Lin Telephone No: +852 2918 2206 Facsimile No: +852 2234 9116 |
||
Attention: Mr. Jason So
Telephone No.: +852 2918 2205 Facsimile No.: +852 2234 9116 |
||
(b) | If to Travogue, to: |
C 210, Second Floor,
Sarvodaya Enclave, New Delhi, 110 017, India Attention: Deep Kalra Telephone No: +91 124 4056581 |
||
(c) | If to the Founders, to: | |
J-6/11A, DLF Phase II, Gurgaon,
Haryana, India Attention: Deep Kalra Telephone No: +91-11-26566867 Facsimile No: +91-11-265231471 |
||
(d) | If to the Company, to: | |
Rogers House, 5 President John Kennedy Street,
Port Louis, Republic of Mauritius Attention: Gyaneshwarnath Gowrea Telephone No: +230-2023000 Facsimile No: +230 212 5265 / +230 208 0572 |
||
Copy to: | ||
103, Udyog Vihar, Phase 1
Gurgaon, Haryana 122016, India Attention: Deep Kalra & Rajesh Magow Telephone No: +91 124 4395000 Facsimile No: +91 124 4395001 |
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(e) | If to Helion, to: | |
Helion Venture Partners LLC |
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c/o International Management (Mauritius) Ltd
Les Cascades Building Edith Cavell Street Port Louis, Mauritius Facsimile: +230 212 9833 For attention of: Heerdaye Jugbandhan |
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(f) | If to Sierra, to: | |
Aditya Tim Guleri
2884, Sand Hill Road Suite 100 Menlo Park California, CA 94025 USA |
||
Telephone No.: +1-650-854-1000 | ||
(g) | If to Tiger Fund to: | |
Lee Fixel
Scott Shleifer Feroz Dewan Tiger Global Management 101 Park Avenue, 48 th Floor New York, NY 10178 USA |
||
Telephone No.: +1-212-984-8800
Fax.: +1-212-557-1701 |
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With a copy to:
Gunderson Dettmer 220 W. 42 nd Street, Floor 21 New York, NY 10036 USA |
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Attention: Ward Breeze
Telephone No.: +1-212-430-3134 Facsimile No.: +1-877-881-3007 |
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SB ASIA INVESTMENT FUND II L.P.
|
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By: | /s/ Andrew Y. Yan | |||
Name : Andrew Y. Yan | ||||
Title : Authorized Signatory | ||||
TRAVOGUE ELECTRONIC TRAVEL PRIVATE LIMITED
|
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By: | /s/ Deep Kalra | |||
Name : Deep Kalra | ||||
Title : Director | ||||
MR. DEEP KALRA
/s/ Deep Kalra |
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MR. KEYUR JOSHI
/s/ Keyur Joshi |
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MR. SACHIN BHATIA
/s/ Sachin Bhatia |
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HELION VENTURE PARTNERS LLC
|
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By: | /s/ Dourvesh Kumar Chumun | |||
Name : Dourvesh Kumar Chumun | ||||
Title : Director | ||||
SIERRA VENTURES VIII-A, L.P.
|
||||
By: | /s/ Aditya Tim Guleri | |||
Name : | ||||
Title : | ||||
SIERRA VENTURES VIII-B, L.P.
|
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By: | /s/ Aditya Tim Guleri | |||
Name : | ||||
Title : | ||||
SIERRA VENTURES ASSOCIATES VIII, LLC
|
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By: | /s/ Aditya Tim Guleri | |||
Name : | ||||
Title : | ||||
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TIGER GLOBAL PRIVATE INVESTMENT PARTNERS IV, L.P.
|
|||||
By: | /s/ Charles P. Coleman | ||||
Name : | |||||
Title : | |||||
TIGER GLOBAL PRIVATE INVESTMENT PARTNERS V, L.P.
|
||||
By: | /s/ Charles P. Coleman | |||
Name : | ||||
Title : | ||||
MR. LEE FIXEL
/s/ Lee Fixel |
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MR. FEROZ DEWAN
/s/ Feroz Dewan |
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MR. SCOTT SHLEIFER
/s/ Scott Shleifer |
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MAKEMYTRIP LIMITED
|
||||
By: | /s/ Deep Kalra | |||
Name : Deep Kalra | ||||
Title : Director |
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1. | Object of Agreement |
MMT requires an interface/tool/functionality to make bookings of some airlines on its website or other channels. AIPL has this software/tool/functionality available with them which is known as Amadeus Global Distribution System (GDS). This GDS provides rich travel content including reservation facility on airlines. It can enable MMT to provide better services to travelers. | ||
MMT wants to ensure uninterrupted availability of GDS for 4 years since it expects to make 6 million segments in this period. It has agreed to use GDS on exclusive basis for 4 years. AIPL has agreed to provide GDS Access to MMT for a period of 4 years. |
2. | Basis of Agreement |
This Agreement is based on the following assumptions: | ||
2.1 | MMT will use the Amadeus GDS as the sole and exclusive GDS (including where airline direct connections may exist) for its reservations business at its present or future MMT Locations in India for a minimum period of Four years except in the circumstances specified in clause 5.1. | |
2.2 | AIPL would provide appropriate software access to Amadeus Reservation Platform software to enable access to Amadeus GDS from the MMT Locations. | |
2.3 | All rights in the software provided by AIPL to MMT for use shall remain with AIPL at all times during the Term of this AGREEMENT or after termination of this AGREEMENT. |
3. | Scope of Agreement |
The scope of this agreement is limited to all present and future MMT Locations, websites etc producing business from Indian Subcontinent. | ||
The sale or transfer of ownership of MMT either partially or fully, or the downsizing (e.g., removal or disconnection of any Resources etc. hereunder or pursuant to any other MMT Agreement) of any MMT Location will not affect any obligations under this Agreement except as otherwise agreed by AIPL in writing. This agreement will supersede and replace any other previous agreements signed between the parties before the signature of this agreement. |
4. | Contract Term and expiration |
This AGREEMENT shall come into effect on the 1 st day of February, 2009 (Effective Date) and shall continue in full force and effect for a contractual period of at least Four (04) years (Term) up to 31 January, 2013. After that it will expire automatically. Parties may enter into a new agreement based on mutual |
discussions. |
Right of First Refusal (ROFR): After the expiry of this agreement if MMT receives and intends to accept a bona fide offer from a third party (Third party offer) for the subject matter as is provided for in this Agreement, then MMT shall first give written notice (the ROFR Notice) to AIPL to such effect, enclosing a copy of such Third Party offer. The ROFR Notice shall describe, without limitation, all of the material terms and conditions of the proposed offer. Upon receipt of the ROFR Notice, AIPL shall have the first right and option to match the same based upon all of the material terms and conditions specified in the ROFR Notice, exercisable for thirty (30) days (Acceptance Period) after receipt of the ROFR Notice. Failure of AIPL to respond to the ROFR Notice within Acceptance Period shall be deemed to constitute a notification to MMT of its decision not to exercise the first right and option to proceed with the Third Party Offer and MMT will accept Third Party Offer on the same terms and conditions specified in the ROFR Notice without any deviation. Any deviation in the terms and conditions from those contained in the ROFR Notice whether during the Acceptance Period or thereafter shall immediately be notified to AIPL by MMT in writing and in such event Acceptance Period for AIPL to exercise its ROFR right will commence from the date of such notification. |
5. | Commitments of MMT |
5.1 | MMT will use the Amadeus GDS as the sole and exclusive GDS (including where airline direct connections may exist) for its reservations requirements at its present or future MMT Locations in Indian Subcontinent for a minimum period of Four (04) years except when |
5.1.1 | Any legal authorities/courts have issued instruction/order applicable in general to all subscribers, travel agencies including online travel agencies, users of GDS etc. for not using the Amadeus GDS. | ||
5.1.2 | Content is not available on Amadeus GDS. | ||
5.1.3 | Upon reasonable evidence from MMT that due to technical or other deficiency at Amadeus GDS host server, MMT website is not able to connect to Amadeus GDS (and not due to MMT connectivity/equipment problem) and only for the such duration of problem at Amadeus GDS host server, however if there is consistent failure (consistent failure means 5 or more instances in a given calendar year of inability to complete the booking of an Amadeus PNR in a continuous or non continuous failure of 4 hour period in a week) at host server than the switch back to Amadeus GDS shall only happen when the technical issue is fully resolved |
5.2 | MMT will contract for software access to the Amadeus GDS with AIPL for a period of the Term. | |
5.3 | MMT will make its staff available for training on the Amadeus GDS and other software products if and when required. The training program and schedule will be designed with the help of AIPL. | |
5.4 | MMT will not use any of the AIPL provided software, connectivity equipment, etc. (Resources) as specified in the Resource Table for any purpose other than access to and booking through Amadeus GDS and will not install any other software except with the written permission from AIPL. | |
5.5 | The MMT shall ensure that only the authorised staff and personnel who are trained |
REDACTED
|
Confidential Treatment Requested
The portions of this document marked by XXXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
in using the Resources and Amadeus GDS are allowed access to the Resources and will not permit any unauthorised use of/access to the System, the Equipment, any user sign-on identity assigned to the MMT; | ||
5.6 | MMT will also not remove/shift or de-install or cause to remove/shift/de-install by any person (other than AIPL Staff) any of the Resources from the MMT Location where it was originally provided by AIPL. MMT will contact AIPL for any removal/shifting or de-installation of Resources from any MMT Location. | |
5.7 | AIPL will provide following Resources to MMT free of cost for software connectivity and enabling access to Amadeus GDS | |
Resource Table: |
AIPL Investment | Description | |
Connectivity
|
One Private IP Connectivity for Amadeus Access |
5.8 | AIPL will be responsible for maintenance and upkeep of the resources provided to the MMT. However, any damage caused to the Resources by MMT or its staff will be made good by the MMT. |
6 | Loyalty Signing Bonus |
Upon execution of this Agreement, AIPL would pay the MMT one time loyalty Signing Bonus of XXXXXXXXXXXXXXXXXXXXXXXXXXXXX as per schedule below: |
Signing Bonus Amount | Payment schedule | |
XXXXXXXXXXX
|
Upon signature of this agreement | |
XXXXXXXXXXX
|
on/before 31 March, 2009 subject to successful Migration to Amadeus GDS |
Successful Migration to Amadeus GDS is defined as: |
- | 100% reservation booked on Amadeus GDS on or before 31 st March 2009 and for the remainder of the Term, | ||
- | 90% BSP and Airline Ticket Capping on Amadeus GDS (alternative GDS to be used only for ticketing in instances where the Amadeus System is unavailable), | ||
- | Minimum 66,000 segments to be booked on Amadeus GDS from Effective Date until 31 st March 2009, | ||
- | Neither company (MMT, AIPL) to have filed for or be in liquidation at the time of payment. |
7 | Eligibility to Loyalty Incentive and Payment terms |
7.1 | AIPL will pay MMT a loyalty incentive as per the rates mentioned in the Incentive schedule below: |
Incentive Schedule: |
Incentive rate* per net | ||
Segment eligibility criteria | segment | |
International segments
|
XXXXXXX | |
Domestic segments (Jet Airways and Jetlite)
|
XXXXXXX |
REDACTED
|
Confidential Treatment Requested
The portions of this document marked by XXXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
Incentive rate* per net | ||
Segment eligibility criteria | segment | |
Domestic segments (NACIL and Kingfisher)
|
XXXXX | |
Any other Domestic airline
|
At the rate mutually agreed in writing |
* | The above Loyalty Incentive rates are based on **TT buying rate of 1 USD = INR 50 and will remain unchanged so long as USD/INR rate fluctuation is within 10% range (i.e. between INR 45 to 55). In case there is more than 10% fluctuation in the above INR/USD rate, the per segment incentive rates will be increased/decreased by the same % that exceeds 10%. | |
For example: if INR/USD rate goes up to 56, the total % fluctuation is 12% (6*100/50). Permissible range is 10% so net increase is 2% (12%-10%). If the incentive rate is Rs. 110, revised rate will be increased by 2% i.e. 110*102%) = Rs.112.20. | ||
Similarly, if INR/USD rate is 44, net decrease is 2% (12%-10%). So the incentive rate of Rs. 110 will decrease by 2% i.e. 110-(110*2%) = Rs.107.80. | ||
** | Daily rate sheet of Standard Chartered bank, Connaught Place will be used for USD TT buying rate reference) |
7.2 | Loyalty Incentive will be paid to the MMT as per Payment Schedule below within 45 days from the end of Relevant Incentive period: |
Payment Schedule: |
Loyalty Incentive payment | Relevant Incentive period | |
1
st
Incentive payment
|
Feb 2009 Sep 2009 | |
2
nd
Incentive payment
|
Oct 2009 March 2010 | |
3
rd
Incentive payment
|
Apr 2010 Sep 2010 | |
4
th
Incentive payment
|
Oct 2010 March 2011 | |
5
th
Incentive payment
|
Apr 2011 Sep 2011 | |
6
th
Incentive payment
|
Oct 2011 March 2012 | |
7
th
Incentive payment
|
Apr 2012 Sep 2012 | |
8
th
Incentive payment
|
Oct 2012 Jan 2013 |
AIPL shall ensure timely payment of such incentives. |
7.3 | Short Fall Segment Adjustment | |
If MMT books less than XXXXX net segments during the Term, XXXXXXXXXXX XXXX per segment for every shortfall segment below XXXXXXX will be adjusted/ recoverable from MMT. First such shortfall review and adjustment, if any, will be done midterm as per clause 7.4 below. | ||
7.4 | Midterm Review | |
If during first two years from Effective Date MMT books less than XXXXXXXXXXX Segments then Shortfall segments from XXXXXX would be adjusted from the 4 th loyalty incentive payment due for the period Oct 2010-March 2011 and subsequent Loyalty Incentive payments, if required, at XXXXXXXXXXXXXXXXXXXX per segment for shortfall segments. For example: By Jan 2011 MMT produces XXXX segments, a shortfall of XXXXXX segments; the total amount deductible from loyalty incentive payment would be XXXXXXXXXXXXXXXXXXXXXXXX. |
7.5 | For the purpose of this agreement, the year means 12 successive months commencing from the Effective Date | |
7.6 | All the payment will be made after statutory deductions, as applicable. | |
7.7 | A segment means a leg of a trip or a car or hotel booking within the itinerary of a PNR which remains active and un-cancelled twenty four (24) hours after the scheduled departure date or car pick-up or hotel check-in date and which is billable to an Amadeus system participating vendor. Passive and Waitlisted Air, Car and Hotel segments will not be counted as billable segments. Segments entered for non-participating airlines and open segments are not included in segment counts. Only segments for which Amadeus charges a standard booking fee to the provider will be counted. Also should there be a decrease of chargeable booking fee from Amadeus to the providers, due to an overall change in the industry, in such case Amadeus reserves the right to not count these segments as billable and hence the same would not qualify for the payment of Incentive. | |
7.8 | Should the MMT require any Resources in addition to as specified in the Resource Table, the MMTs eligibility to qualify for loyalty incentive referred in the Incentive Schedule shall be subject to change but any change would be mutually discussed and agreed before any changes effected in the resource table. | |
7.9 | Notwithstanding anything written in Clause 12, in the event MMT disputes the segments volume based on which incentive is calculated by AIPL, the MMT must prove and substantiate such claim with proper records (electronic or otherwise) of all Segments made failing which AIPLs calculations will be final and binding. |
8 | Segment Bookings on Amadeus GDS |
8.1 | The MMT agrees that, as a material condition to this Agreement, MMT shall use the Amadeus System as its sole and exclusive GDS (including where airline direct connections may exist) for making bookings for the duration of the Term except in the circumstances specified in clause 5.1. | |
8.2 | The MMT shall not intentionally make any flight, hotel, rail, cruise, rental car or other reservation on Amadeus GDS without a specific customer request made in good faith and shall not make any reservations which are speculative, fictitious or duplicative, nor shall the MMT make any reservation for fares where reasonable enquiry by the MMT would show that such fares had been incorrectly quoted through the Amadeus GDS. | |
8.3 | The MMT will not make any live test bookings through Amadeus GDS without AIPLs prior written consent to the MMT to do so and provided always that such bookings are cancelled promptly thereafter. | |
8.4 | The MMT shall comply with all International Air Transport Association (IATA) and other travel industry, governmental and regulatory laws, regulations and rules relevant to this Agreement and the services provided therein. | |
8.5 | A breach of Clauses 8.1, 8.2, 8.3 and 8.4 above, inter alia, shall be considered a material breach of the contract. |
9 | Terminations |
9.1 | The agreement will be terminated automatically after the expiry of the Contract |
Term agreed in Clause 4 above. | ||
9.2 | Each Party shall be entitled to terminate this Agreement immediately upon written notice during the Term in the event that: |
(i) | the other party becomes insolvent, makes any assignment for the benefit of creditors, offers a composition or extension to creditors, suspends payment, consents to or suffers the appointment of a receiver, a trustee, a committee of creditors or a liquidating agent files or has filed against it a petition in bankruptcy or seeking reorganisation, arrangement or readjustment of its debts or its dissolution or liquidation or for any other relief under any bankruptcy or insolvency law and upon demand of the first party, unless a guarantee is raised to the benefit and satisfaction of the first party, and/or | ||
(ii) | the other party does not comply with the terms and conditions of this Agreement and such non-compliance constitutes a material breach of contract and the other party does not rectify the breach within 30 days from the first partys written notice specifying the breach. Any such notice shall describe in detail the facts and circumstances supporting the allegation of breach. |
9.3 | In the event that this Agreement is terminated for any reason during the Term, other than by MMT pursuant to sub-clauses (i) or (ii) above, MMT agrees to refund to AIPL, without the requirement of notice or demand, the full amount of all Signing Bonus (as per clause 6 above) including the amount of any statutory deduction made there from, paid by AIPL to MMT as of the date of such termination under clause 7.1 . | |
9.4 | In case agreement is terminated by AIPL other than pursuant to clause 9.2 sub-clauses (i) or (ii) above, no refund of Signing Bonus will be payable by MMT to AIPL. In addition, AIPL will have to pay MMT all segment fee accrued under clause 7 up to the date of termination. | |
9.5 | On expiry or early termination of this AGREEMENT by any reason whatsoever, AIPL shall be fully entitled to de-activate the software access/connectivity, de-install the software/hardware/equipments/communication links etc. provided by AIPL from all MMT Locations. MMT will give AIPL undisputed right to enter MMT Locations to de-install/remove all the Resources and to reclaim the possession thereof. In the event MMT does not within 15 days from the termination of the agreement, permit AIPL to de-install the Resources etc from all MMT Locations, MMT will have to pay damages @Rs.10,000/- (Ten thousand) per day per equipment/hardware item installed at MMTs locations from the date of termination till the day AIPL is able to remove all its Resources from MMT locations. This is without prejudice to legal rights of AIPL. |
10 | Confidentiality and Secrecy |
10.1 | Confidentiality: This document is intended only for the use of the MMT. It contains confidential information, which is the property of AIPL and shall therefore not be disclosed by MMT in any form whatsoever. Any dissemination, distribution, copying or disclosure is strictly prohibited. AIPL disclaims any and all liability from the use of the information contained in this document. In the event of a breach of the previous provisions, AIPL shall be entitled to seek injunctive relief in any court of competent jurisdiction restraining you from disclosing any information or to pursuing any other remedies available to it. AIPL shall not disclose MMT business information/knowledge gained through this arrangement during the term of this agreement to any other agent. In the event of a breach of the previous provision, MMT shall be entitled to seek injunctive relief in any court of competent jurisdiction |
restraining AIPL from disclosing any information or to pursuing any other remedies
available to it.
10.2
Secrecy: This agreement and financial terms hereto are in the knowledge
of only the signatories of this agreement. It will, therefore, be the responsibility
of all the signatories to this agreement to ensure that no information or terms and
condition of this agreement are misused in any manner to harm the other party.
However, both Parties will issue a joint press release upon execution of the
Subscriber Agreement, such press release will be approved jointly by AIPL and MMT.
11.
Liability
AIPL shall not be liable for any loss (including monetary loss), injury or damage
which MMT may suffer, jointly or severally, by reason of any malfunction or failure
of the System or by reason of any incorrect or unauthorized operation of the
system/equipments, including but not limited to loss sustained either directly or
indirectly by MMT jointly or severally, in consequence of any claim against them,
jointly or severally by any agent, the traveling public, any airline, content
provider or any third party.
12.
Dispute Resolution
12.1
In case of any dispute, the parties shall refer by notice in writing
such dispute between the parties arising out of or relating to this Agreement to
their respective contract managers for resolution. The contract managers shall
negotiate in good faith to attempt to resolve such disputes.
12.2
If any dispute cannot be resolved by the contract managers within 21 days
(or such other time as agreed in writing between the parties) after it has been
referred to them, the dispute shall be referred to the CEO/Director of respective
party, who shall negotiate in good faith to resolve such disputes within a further
21 days or such time as agreed in writing between the parties.
12.3
Should the respective directors be unable to resolve any dispute in
accordance with Clause 12.2, then Clause 13 shall apply in respect of that dispute.
12.4
For the avoidance of doubt, use of this dispute resolution procedure will
not constitute a waiver of any right of either party to issue proceedings or make
any claim in respect of this Agreement in accordance with Clause 13 where the
parties have been unable to resolve this dispute by the procedures set out in this
Clause 12.
12.5
Unless concluded with a written legally binding agreement, all
negotiations (including any correspondence, discussions, exchanges or offers)
connected with any procedures set out in this Clause 12 shall be confidential (save
that the parties may disclose the same to their respective legal advisors and any
mediator) and neither party shall be entitled to disclose information regarding the
conduct of such procedures or negotiations in any future proceedings.
13.
Governing Law and Arbitration
13.1
This Agreement shall be governed by Indian law and the parties submit to
the exclusive jurisdiction of the courts of Delhi.
13.2
The parties hereto agree that any dispute arising out of or in connection with this
AGREEMENT, which cannot be resolved amicably between the parties that remains unresolved as per clause 12 above, shall be referred to and finally settled by arbitration held in accordance with Arbitration and Conciliation Act, 1996. The place of arbitration shall be New Delhi, India and the language will be English. The award of the arbitrator shall be final and may be entered and enforced in any court having competent jurisdiction. |
14. | Force Majeure |
The parties hereto shall not be liable for failure or delay in the performance of this AGREEMENT if such failure or delay is caused by any Act of God, Act of Government Authority, fire, strike, riot or war, or any other cause beyond the control of the parties hereto. |
15. | Miscellaneous Provisions |
15.1 | Any modification/addition to this agreement will be effective only if done in writing and signed by both the parties. | |
15.2 | Either Party may at its discretion during the Term set off against any amounts due from the other Party hereunder or under any other agreements between the Parties hereto any amounts which are due under this Agreement or those other agreements. | |
15.3 | This Agreement supersedes any previous agreement or arrangement between the parties or any of them relating to the subject matter of this Agreement, and any such agreement or arrangement shall, with effect from the Effective Date, be deemed to be terminated by mutual consent of the parties; and, except for any accrued right or liability of any of the parties at the Effective Date, none of the parties shall be deemed to have any further right or obligation, or any accrued right or liability, under any such agreement or arrangement. | |
15.4 | Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in this Agreement shall affect the liability of any party for any fraudulent misrepresentation. | |
15.5 | Neither party shall assign, subcontract or otherwise delegate all or any of its rights or obligations under this Agreement, unless prior written consent has been obtained from the other party, such consent not to be unreasonably withheld; provided, however, that the assignment of this Agreement to a successor organization by merger, acquisition or a similar restructuring shall require prior written intimation (and shall not require consent). In any case, the rights and obligations of both the parties under this agreement shall be protected unless otherwise agreed upon mutually in writing In the event of any permitted assignment this Agreement shall continue to bind the successors in title and assigns of the relevant parties. | |
15.6 | Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties. | |
15.7 | Notices | |
All notices hereunder shall be in writing and sent by registered post or recorded delivery mail, email or fax to the addresses of the parties set forth below: |
a. |
MakeMytrip India Private Limited
103, Udyog Vihar, Phase 1, Gurgaon 122016 |
||
b. |
Amadeus India Private Limited
E-9, Connaught House, Connaught Place, New Delhi 110001 |
Or such other address, telex, fax or email any party furnishes to the other/s in accordance with this clause. |
16. | Execution |
The parties here to have executed this AGREEMENT by their duly authorized signatories setting their hands hereunto and to two others of the same tenor and date on this 4 th day of February 2009, at New Delhi. |
Signed and Agreed By:
|
||
Makemytrip (India) Pvt. Ltd.
|
Amadeus India Pvt. Ltd. | |
/s/ Rajesh Magow
|
/s/ Rakesh Bansal | |
Name: Rajesh Magow
Title: CFO |
Name: Rakesh Bansal
Title: CEO |
Makemytrip
|
103, Udyog Vihar Phase 1, Gurgaon. | Yes | DELWI2202 |
* | The list can be modified by either of the parties after being agreed in writing. |
14-3 3994 2
|
MAKE MY TRIP (INDIA) PVT LTD | |
|
C-79, 1ST FLOOR | |
|
NEAR OKHLA POLICE STATION | |
|
OKHLA INDUSTRIAL AREA, PHASE 1 | |
|
NEW DELHI 110020 | |
having its principal office at
|
INDIA |
by |
/s/ Chan Wai Leong
|
(Authorised Representative) | |
|
|||
CHAN Wai Leong
|
|||
Regional Director, IATA Distribution Services
Northern Asia |
|||
77 Robinson Road, #05-00 SIA Building
Singapore 068896 |
|||
|
|||
|
|||
AGENT
|
FULL ADDRESS | ||
|
|||
MAKE MY TRIP ( INDIA) PVT. LTD
|
C-79, OKHLA INDUSTRIAL AREA | ||
|
|||
|
|||
|
|||
By |
DEEP KALRA
|
PHASE-I NEW DELHI -110020 | |
|
|||
(Name, typed or printed)
|
|||
|
|||
CHIEF EXECUTIVE OFFICER
|
INDIA | ||
|
|||
(Title or capacity)
|
|||
|
|||
/s/ Deep Kalra
|
|||
|
|||
(Signature)
|
WITNESS:
|
SUMIT GUPTA | |||
|
||||
|
(Name, typed or printed) | |||
|
||||
|
MANAGER F & A | |||
|
||||
|
(Title or capacity) | |||
|
||||
|
/s/ Sumit Gupta | |||
|
||||
|
(Signature) |
Page 1 of 19
1.
|
Definitions | 3 | ||||
2.
|
Agreement Structure | 5 | ||||
3.
|
Charges and Payment | 5 | ||||
4.
|
Taxes | 6 | ||||
5.
|
Changes to the Agreement Terms | 6 | ||||
6.
|
Notices | 7 | ||||
7.
|
Personnel | 7 | ||||
8.
|
Non-Solicitation | 7 | ||||
9.
|
Reports | 7 | ||||
10.
|
Confidentiality | 8 | ||||
11.
|
Materials Ownership and License | 8 | ||||
12.
|
Indemnification | 9 | ||||
13.
|
Required Consents | 11 | ||||
14.
|
Software | 11 | ||||
15.
|
Services Recipients | 11 | ||||
16.
|
Warranty for IBM Services | 12 | ||||
17.
|
Limitation of Liability | 12 | ||||
18.
|
Data Protection | 13 | ||||
19.
|
Escalation Procedure | 14 | ||||
20.
|
Term and Termination | 15 | ||||
21.
|
General Principles of IBM and MMTLs Relationship | 17 | ||||
22.
|
Force Majeure | 17 | ||||
23.
|
Geographic Scope and Governing Law | 18 | ||||
24.
|
Severability and Waiver | 18 | ||||
25.
|
Entire Agreement | 18 |
(1) | MakeMyTrip India Private Limited, F-46, Malhotra Building, First Floor, near Indian Overseas Bank Connaught Place, New Delhi 110001 ( MMTL ); and | |
(2) | IBM Daksh Business Process Services Private Limited (formerly known as Daksh eServices Private Limited), a company organized and existing under the laws of India and having its registered office at 1st Floor, 25, Barakhamba Road, Connaught Place, New Delhi - 110 001 and corporate office at 186 Udyog Vihar Phase-I, Gurgaon, 122016, Haryana, India (hereinafter referred to as the IBM, which expression shall, unless contrary to the meaning or context thereof, be deemed to include its successors and assigns). |
1. | Definitions |
Agreement means this Business Process Outsourcing Services Agreement between MMTL and IBM, including the Transaction Documents and any other documents incorporated by reference. | ||
Agreement Effective Date is the date that this Agreement becomes effective, as specified on the signature page. | ||
Affiliate(s) is any entity which from time to time Controls, is Controlled by or is under common Control with the relevant Party or entity. | ||
Affected Employees means the individuals listed in Exhibit L-1 (Affected Employees) of Exhibit 1A (Employees) in Transaction Document | ||
Confidential Information has the meaning given to that term in Section 10 of this Agreement. | ||
Control means having the ability (including, without limitation, by means of owning or controlling a majority of voting rights or the right to appoint or remove a majority of the board of directors) to control the management and policies of an entity. | ||
Derivative Work means a work based on one or more preexisting works, including a condensation, transformation, translation, modification, expansion, or adaptation that, if prepared without authorization of the owner of the copyright of such preexisting work, would constitute a copyright infringement under applicable law. | ||
Enterprise means any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. The term Enterprise applies only to the portion of the Enterprise located in India. | ||
Facilities means any location: 1) owned, leased, rented, or used by MMTL that IBM may use in providing the Services; and 2) that is listed in a Transaction Document. | ||
Force Majeure Event has the meaning given to that term in Section 22 of this Agreement. | ||
IBM Corp means International Business Machines Corporation, an IBM Affiliate. | ||
Machines mean machines that are owned, leased, or rented by IBM and used by IBM to provide the Services. Machines located at the Facilities are listed as Services Machines in a Transaction Document. | ||
Materials means expressions of literary works or other works of authorship (such as programs, program listings, programming tools, programming methodologies, documentation, reports, drawings and similar works) that are developed by IBM, under this Agreement, and delivered by IBM to MMTL as part of the Services, and are not available under vendor software license agreements (including license agreements for IBM Corp or IBM Products). Materials do not include the underlying literary works or other works of authorship upon which such Materials are based. |
Page 3 of 19
New Service means a service IBM may provide to MMTL subject to mutually agreeable terms and conditions to be set forth in a new or modified Transaction Document. | ||
Party means either IBM or MMTL, collectively Parties. | ||
Products collectively mean: |
| IBM Product(s), which means any equipment, program, system, product, or business process developed by IBM and used by IBM in conjunction with the Services provided to MMTL under this Agreement. | ||
| IBM Corp Product(s), which means IBM Corp logoed hardware or software made generally available by IBM Corp, IBM or its other Affiliates; and | ||
| MMTL Product(s), which means any equipment, system, program, product, or business process provided to IBM by MMTL under this Agreement or used in conjunction with the Services. |
Project means the Services to be undertaken as specified in a Transaction Document. | ||
Project Manager(s) means individuals assigned to a Project by MMTL and IBM, respectively, who have the authority to represent and bind MMTL and IBM, respectively, for that Project and who will have specific operational roles as described in a Transaction Document. MMTL and IBM will each provide the other reasonable advance written notice of a change to the respective Project Manager and will discuss any objections the other has to such change. | ||
Regulatory Requirements collectively means: |
| IBM Regulatory Requirements, which means the laws applicable to IBM in its capacity as a provider of information technology enabled services and personnel to support business process outsourcing; and | ||
| MMTL Regulatory Requirements, which means the laws applicable to MMTL, including laws applicable to MMTL Business Processes. |
Required Consents means any consents or approvals required to give IBM the right or license to access, use and/or modify the hardware, software, firmware and other products MMTL use, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. | ||
Service(s) means the performance of a task, provision of advice and counsel, assistance, support, or access to a resource (such as access to an information database), as set out in the applicable Transaction Document, which IBM makes available to MMTL under the terms of this Agreement. | ||
Services Recipients are the entities receiving Services at MMTL request and listed in a Transaction Document. | ||
Software collectively means: |
| Applications Software, which means the programs, including all supporting documentation, source code, and media that: 1) perform specific data processing and telecommunication tasks; and 2) are listed as Applications Software in a Transaction Document; and | ||
| Systems Software, which means the programs, including all source code (if applicable), supporting documentation and media that: 1) perform tasks basic to the functioning of data processing and telecommunication; 2) are required to operate the Applications Software; and 3) are listed as Systems Software in a Transaction Document. |
Subcontractors mean contractors, vendors, agents, and consultants selected and retained by MMTL or IBM, respectively. | ||
Term has the meaning given to it in Section 20 of this Agreement. | ||
Termination Charge means the charge for MMTL early termination of a Service for MMTL convenience, as set forth in the Section 20 of this Agreement. The Termination Charge is set forth in the applicable Transaction Document. | ||
Third Party or Third Parties means any entity or person other than IBM and MMTL and their respective Affiliates, directors, officers, and employees. | ||
Transaction Document means a document incorporated by reference herein which sets out the Services and the associated operational, commercial and any additional terms under which IBM will provide the Services to MMTL. |
Page 4 of 19
Transaction Effective Date is the time and date, specified in a Transaction Document, that the Transaction Document becomes effective. | ||
MMTL Business Processes means the business processes executed or supported by IBM on MMTL behalf under this Agreement. | ||
MMTL Data means any information relating to an identifiable individual or legal person if required by local law that IBM processes on behalf of MMTL in performing the Services. MMTL Data excludes information: 1) processed by IBM for any reason other than IBMs performance of the Services; 2) processed by IBM because of its relationship with its customers (including MMTL and its Affiliates) generally; and 3) relating to employees of IBM and its Affiliates. |
2. | Agreement Structure |
(a) | Transaction Documents are part of this Agreement. All transactions have one or more associated Transaction Documents (such as an invoice, supplement, schedule, exhibit, statement of work, change authorization, or addendum). | ||
(b) | Unless stated otherwise in the Transaction Document, if there is a conflict between the terms and conditions set out herein and the terms of a Transaction Document, these terms and conditions shall prevail over the terms of the Transaction Document . | ||
(c) | MMTL accept the terms in Transaction Documents by (1) signing them, (2) using the Service, or allowing others to do so, or (3) making any payment for the Service. | ||
(d) | A Service becomes subject to this Agreement when IBM accepts MMTL order by (1) sending MMTL a Transaction Document or (2) providing the Service. |
3. | Charges and Payment |
(a) | IBM shall charge MMTL, and MMTL shall pay IBM, for the performance of the Services as set forth in the applicable Transaction Document. | ||
(b) | IBM will send the invoice by 10th day of every month for which services are provided and MMTL will make the payment by end of the same month through wire transfer to IBMs bank account (Due Date). If the Payment is not made within the Due Date, MMTL shall be subject to late payment charge. Such charges will be calculated at a monthly rate of 2% of the invoice amount compounded for each period or part period of 30 (thirty) days that the invoice remains unpaid. Monthly billing cycle shall be as follows : |
(i) | For the services provided in any given month, IBM will send the invoice to MMTL through email on 10 th of that month based on the locked forecast for the same month as received earlier. MMTL then shall pay to IBM the amount as mentioned in the invoice based on the relevant clauses in this agreement. During the first week of next month, IBM and MMTL shall collectively work out the variance between actual and locked forecast for the previous month. If it is discovered and agreed between the parties that MMTL has paid extra then what should have been paid based on actuals, IBM then shall issue a credit note with the next months invoice to MMTL. MMTL then shall pay the next months payment after adjusting the amount as mentioned in the credit note. | ||
(ii) | For the services provided in any given month, IBM will send the invoice to MMTL through email on 10 th of that month based on the locked forecast for the same month as received earlier. MMTL then shall pay to IBM the amount as mentioned in the invoice based on the relevant clauses in this agreement. During the first week of next month, IBM and MMTL shall collectively work out the variance between actual and locked forecast for the previous month. If it is discovered and agreed between the parties that MMTL has paid less then what should have been paid based on actuals, IBM then shall issue an additional invoice for the amount in arrears with the next months invoice to MMTL. MMTL then shall pay the next months payment after adding the amount as mentioned in the additional invoice. |
(c) | The charges are exclusive of all applicable taxes, duties and levies. |
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(d) | If any authority imposes a duty, tax, levy, or fee in respect of services provided by IBM to MMT excluding any income tax or any other direct taxes, then MMTL agree to pay that amount as specified in an invoice or supply exemption documentation. |
4. | Taxes |
(a) | MMTL will pay all: |
(i) | applicable indirect taxes or levies (including but not limited to service tax, value added/sales tax or any other taxes of a similar nature) on the service provided by IBM to MMTL including any other indirect taxes that might come into effect after entering into this contract as rendered applicable; and | ||
(ii) | Intentionally left blank. |
(b) | The Parties agree to cooperate reasonably with each other to determine MMTL tax liability on IBMs charges. | ||
(c) | IBM will pay all: |
(i) | personal property, sales, value-added, and use taxes on IBMs personal property operated by IBM personnel; and | ||
(ii) | taxes, assessments, and other levies on IBMs owned, leased, rented, or purchased real property. |
(d) | IBMs invoices will state applicable Indirect taxes chargeable on the Services, if any, by tax jurisdiction. | ||
(e) | The Parties will provide and make available to the other any resale certificates, tax exemption certificates, information regarding out-of-state sales or use of equipment, materials or services, direct pay certificates and other exemption certificates. |
5. | Changes to the Agreement Terms |
(a) | Should the Parties mutually agree upon any addition, modification or change to any terms of any Transaction Document, including the Services, fees, or schedules attached thereto, such addition, modification or change shall be done as per the procedure stated below and be signed by the Parties authorized representatives (such a signed document, a Change Order). Failure of the parties to agree on the entitlement to or the scope or amount of an equitable adjustment shall be treated and resolved as a dispute under the Section 19 of this Agreement. | ||
(b) | Project Change Control Procedure: The following process will be followed if a change to a Transaction Document for a Service is required. |
(i) | A project change request ( PCR ) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change and the effect the change will have on the Services. The designated Project Manager of the requesting Party will review the proposed change and determine whether to submit the request to the other Party. | ||
(ii) | Both Project Managers will review the proposed change and recommend it for further investigation or reject it. A PCR must be signed by authorized representatives from both Parties to authorize investigation of the recommended changes. | ||
(iii) | A written change authorization and/or PCR must be signed by authorized representatives from both Parties to authorize implementation of the investigated changes. Until a change is agreed in writing, both Parties will continue to act in accordance with the latest agreed version of the Transaction Document. |
(c) | Changes Made by IBM on an Emergency Basis: Except for changes made by IBM on an emergency basis, IBM will schedule change activities in accordance with the Project Change Control Procedure with the goal of minimizing unreasonable interruptions to MMTL business |
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operations. With respect to changes made by IBM on an emergency basis, IBM will provide MMTL with documentation of such changes within five business days after such changes were made. |
6. | Notices |
(a) | Unless otherwise set forth in a Transaction Document, any notices, requests or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, by overnight courier, or by facsimile transmission or e-mail, or mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed to the appropriate Party at its address or to its fax number, as appropriate, as set forth below: |
MMTL Contact Information | IBM Contact Information | |
MakemyTrip India Private Limited
Plot No 103, Phase I, Udyog Vihar Gurgaon Haryana, India |
IBM Daksh Business Process Services Private Limited
DLF Building No. 8, Tower B 4 th Floor, DLF Cyber City DLF Phase II, Gurgaon 122002 Haryana, India |
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Attention: [Rajesh Magow]
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Attention: [Chandrasekar Thyagarajan] | |
Fax:[ ]
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Fax: [0124 = 4263311] | |
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With a copy to: General Counsel, IBM India | |
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Fax: [Insert] |
(b) | Any such notice, request, or other communication shall be considered given on the date of hand or courier delivery if delivered by hand or overnight courier, on the date of receipt if delivered by fax or e-mail, or on the date of deposit in the mail as provided above. By giving at least two (2) days prior written notice, either Party may from time to time and at any time change its mailing address or fax number hereunder. |
7. | Personnel |
(a) | Each Party is responsible for the supervision, direction, control, and compensation of its respective personnel. IBM reserves the right to determine the assignment of its personnel. All Services shall be furnished by IBM as an independent contractor. Under no circumstances shall any IBM employee utilized by IBM to perform the Services be deemed to be MMTLs employees. The Parties are not joint employers for any purpose under this Agreement. |
8. | Non-Solicitation |
During the Term of this Agreement and for a period of two (2) years after the date of termination of this Agreement, neither Party will knowingly solicit any of the other Partys employees who, were directly involved in the delivery or receipt of the Services. The restrictions contained in this paragraph regarding non-solicitation of employees will not apply to any of the following: (a) to the extent that any such employee has ceased to be employed by a Party for at least six (6) months prior to being solicited; or (b) to the extent that an employee responds (without specific solicitation) to a general advertisement through newspapers or other publications of general circulation, placement agencies or similar means; or (c) as otherwise mutually agreed upon by the Parties. |
9. | Reports |
IBM will provide MMTL with reports at such intervals as may be specified in the applicable Transaction Document. Such reports will include performance against any specified agreed performance metrics, and shall be in a format and include such other content as mutually agreed. |
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10. | Confidentiality |
(a) | Each Partys mutual objective under this Section 10 is to provide appropriate protection for confidential information while maintaining its ability to conduct its respective business activities. The Parties agree that the following terms apply when either party discloses confidential information to the other under this Agreement. | ||
(b) | For the purposes of this Section 10, Confidential Information means information provided by the disclosing Party ( Discloser ) to the receiving Party ( Recipient ) that (1) is marked with a restrictive legend of the Discloser or is identified as confidential at the time of disclosure; or (2) contains the Disclosers customer lists, customer information, account information, information regarding business planning and business operations, and administrative, financial or marketing activities, provided (a) the Discloser treats such information as confidential and (b) such information is reasonably considered confidential based upon the nature of the information. Neither Party will, without the prior written consent of the other, disclose to any Third Parties any Confidential Information which is received from the other Party for the purposes of providing or receiving Services. Each Party agrees that any such Confidential Information received by it from the other may be used by its (and its respective Affiliates) personnel only for the purposes of providing or receiving Services under this or any other contract between the Parties. These restrictions will not apply to any information which: (i) is or becomes generally available to the public other than as a result of a breach of an obligation under this Section; (ii) is acquired from a third party without an obligation of confidentiality; (iii) is or has been independently developed by the Recipient (or one of its Affiliates) or was known to it or them prior to receipt; or (iv) is generally known or easily ascertainable by non-parties of ordinary skill in computer or process design or programming or MMTLs field of business. | ||
(c) | Neither Party will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the Partys exercise of the same level of protection and care that such Party customarily uses in safeguarding its own confidential information. Confidential Information disclosed under this Agreement will be subject to this Section 10 for two (2) years following the initial date of disclosure. | ||
(d) | Notwithstanding Section 10(b) above, each Party will be entitled to disclose Confidential Information of the other: (i) to its respective insurers or legal advisors, auditors, and (ii) to a third party, to the extent that this is required by any court of competent jurisdiction, by a governmental or regulatory authority, or where there is a legal right, duty or requirement so to disclose, provided that in the case of this Sub-section (d)(ii), where reasonably practicable (and without breaching any legal or regulatory requirement) not less than 2 business days notice in writing is first given to the other Party. Notwithstanding anything to the contrary, IBM may disclose Confidential Information referred to in this Section to (1) IBMs Affiliates or (2) a Third Party as may be necessary for the delivery of the Services, subject to such Third Party agreeing, in writing, to be bound by similar terms and conditions. | ||
(e) | Notwithstanding Section 10(b) above, IBM may cite the performance of the Services to its customers and prospective customers as an indication of IBMs experience, unless the Parties specifically agree otherwise in writing. |
11. | Materials Ownership and License |
(a) | This Section specifies the ownership and license rights in Materials. Materials are either Type I Materials or Type II Materials. | ||
(b) | Type I Materials are software(s) for which the preexisting copyright is owned by MMTL. MMTL provides a license to IBM in any pre-existing material owned by MMTL only for the purpose of providing services to MMTL under this Agreement or any related SoWs. On termination of this Agreement such license to any pre-existing material of MMTL shall also terminate and IBM shall have no further right to use any pre-existing material of MMTL. All other Materials are Type II Materials, including Derivative works of Type I Materials. | ||
(c) | Type I Materials Ownership : Type I Materials are owned by MMTL. IBM will retain one copy of Type I Materials during the subsistence of this Agreement or as may be required under Law. |
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Type I Materials under the possession of IBM would be returned to MMTL or destroyed after the expiry / termination of Agreement. | |||
(d) | Intentionally Left Blank | ||
(e) | Type II Materials Ownership: Type II Materials are those created during the provision of the Services or otherwise (such as those that preexist the Services) in which IBM, its Affiliates or Third Parties have all right, title and interest (including ownership of copyright). | ||
(f) | Type II Materials License Rights: IBM hereby grants to MMTL a nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform and distribute, within MMTL Enterprise only, copies of Type II Materials, but only for: |
(a) | MMTLs internal use; and | ||
(b) | for the purpose of MMTLs receipt of the Services during the Term, provided that such license will terminate upon the termination of this Agreement. |
(g) | Items Provided by MMTL: With respect to items provided by MMTL, MMTLs Affiliates, or MMTLs Subcontractors, and not developed under this Agreement, such items are owned by MMTL, MMTLs Affiliates, or MMTLs Subcontractors. MMTL hereby grant to IBM a license to such items as follows: |
(a) | a nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, distribute copies of, and modify (including creating Derivative Works based on) such items, but only: |
(1) | for IBMs internal use, | ||
(2) | for the purposes of IBM providing the Services, and | ||
(3) | during the Term; and |
(h) | The ownership and license rights granted in this Section are limited by and subject to any patents and copyrights held by, and the terms of any license agreements with, applicable vendor software providers (including IBM and its Affiliates). | ||
(i) | To the extent all or any portion of the Materials may not, by operation of law, be owned by the entity to which ownership is granted in this Section (the Owner), the other hereby assigns, without further consideration, ownership in such Materials to such Owner. | ||
(j) | The Parties grant only the licenses and rights specified in this Agreement. No other licenses or rights (including licenses or rights under patents) are granted. | ||
(k) | The Parties each agree to reproduce the copyright notice and any other legend of ownership on the original and any copies made under the licenses granted in this Section. | ||
(l) | Notwithstanding any other provision of this Agreement, IBM and its Affiliates will not be prevented or restricted by this Agreement from using any technique, idea, concepts or know-how relating to IBMs or its Affiliates business activities. |
12. | Indemnification |
(a) | Defense by IBM: IBM will defend MMTL, MMTLs Affiliates, and their respective employees, officers, and directors against any claim by a Third Party: |
(i) | that an IBM Product used by IBM in conjunction with the Services under this Agreement infringes such Third Partys patent or copyright; | ||
(ii) | for taxes (and interest or penalties assessed thereon) against MMTL that are obligations of IBM pursuant to Section 4 of this Agreement. | ||
(iii) | based on any representations, oral or written, made by IBM to MMTL employees, including the Affected Employees, regarding the employment of the Affected Employees with IBM under this Agreement, unless such representations were expressly authorized in writing by MMTL. |
(b) | Defense by MMTL: MMTL will defend IBM, its Affiliates, and their respective employees, officers, and directors against any claim by a Third Party: |
(i) | that MMTLs Product(s) infringes such Third Partys patent or copyright; |
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(ii) | that a contractual obligation not expressly assumed by IBM under Section 17 of this Agreement and listed in a Transaction Document was not performed; | ||
(iii) | that is brought by a Services Recipient and is related, directly or indirectly, to the Services; | ||
(iv) | for taxes (and interest or penalties assessed thereon) against IBM that are obligations of MMTL pursuant to Section 4 of this Agreement; | ||
(v) | based on an environmental claim arising out of this Agreement or as a result of the Services performed at the Facilities, except to the extent that IBM has caused the environmental damage as a result of IBMs breach of its obligations under this Agreement; and | ||
(vi) | based on any products or services provided by MMTL or MMTLs Affiliates. | ||
(vii) | made by MMTL to MMTL employees, including the Affected Employees, regarding the employment of the Affected Employees with IBM under this Agreement, unless such representations were expressly authorized in writing by IBM. |
(c) | Indemnity : If a Party is obligated to provide the defense in Sections 12(a) or 12(b) above (the Indemnifying Party ), subject to Section 12(g), the Indemnifying Party agrees to pay to the other (the Indemnified Party ) all: |
(i) | damages that a court finally awards to such Third Party for such claim and any reasonable attorneys fees and costs of investigation incurred by the Indemnified Party in connection with defending such claim ( Defense Costs ); or | ||
(ii) | the amount of any settlement agreed to by the Indemnifying Party and any Defense Costs, |
in each case, in proportion to the Indemnifying Partys comparative fault in causing such amounts. |
(d) | Patent and Copyright Claims: The Indemnifying Party will have no obligation for patent or copyright claims pursuant to Sections 12(a) or 12(b) above to the extent such claims are a result of: |
(a) | modifications of the Products, or the use of such Products in other than their specified operating environment; | ||
(b) | the Indemnified Partys combination, operation, or use of Products with products, data, or apparatus not provided by the Indemnifying Party; or | ||
(c) | the Indemnified Partys use of the Products in a country other than the country set forth in this Agreement or a Transaction Document, |
unless such modification, combination, operation or use was at the direction or request of, or in accordance with the specifications provided by, the Indemnifying Party. | |||
(e) | Intentionally left blank | ||
(f) | Patent and Copyright Claims (Contd) : If a patent or copyright infringement claim is made or appears likely to be made, the Indemnified Party agrees to permit the Indemnifying Party to use commercially reasonable efforts to obtain the right for the Indemnified Party to continue to use the relevant Product or to modify or replace it with one that is at least functionally equivalent, provided, however, that use of such Product may be discontinued if the Product cannot be modified or replaced, and the Indemnified Party and the Indemnifying Party will cooperate with each other to achieve a reasonable alternative arrangement for providing the affected Services with appropriate adjustment to the Services, performance metrics and charges. | ||
(g) | Indemnification Procedures: The Indemnifying Partys obligations under this Section are subject to the Indemnified Party following the procedures set forth in this Section 12(g). |
(i) | The Indemnified Party will promptly notify the Indemnifying Party in writing of a claim covered by this Section 12. | ||
(ii) | The Indemnifying Party will be entitled to take sole control of the defense and investigation of the claim ( Defense ) at its own expense, and to use attorneys of its choice, by providing prompt written notice to the Indemnified Party. The Indemnifying Party will not be liable to the Indemnified Party for any Defense Costs incurred after such notice, except for Defense Costs incurred at the Indemnifying Partys request. |
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(iii) | The Indemnified Party will cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the Defense of such claim, and may reasonably participate at its own expense, through its attorneys or otherwise, in such Defense. | ||
(iv) | If the Indemnifying Party does not take sole control of the Defense of a claim as provided in this Section 12(g): |
(a) | the Indemnifying Party may participate in such Defense, at its sole cost and expense; | ||
(b) | the Indemnified Party will have the right to defend the claim in such manner as it may deem appropriate; and | ||
(c) | the Indemnifying Party will pay the Indemnified Partys Defense Costs. |
(v) | All settlements of claims subject to indemnification under this Section will: |
(a) | be entered into only with the consent of the Indemnified Party, which consent will not be unreasonably withheld; and | ||
(b) | include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement. |
(vi) | The Indemnifying Party will be subrogated to the rights and defenses of the Indemnified Party to the extent of, and with respect to, the Indemnifying Partys obligation to indemnify the Indemnified Party under this Section 12. |
13. | Required Consents |
(a) | MMTL is responsible for promptly obtaining and providing to IBM all Required Consents necessary for IBM to provide the Services described in this Agreement and any Transaction Documents. | ||
(b) | MMTL will indemnify, defend and hold IBM, its Affiliates, harmless from and against any and all claims, losses, liabilities and damages (including reasonable attorneys fees and costs) arising from or in connection with any claims (including patent and copyright infringement) made against IBM, alleged to have occurred as a result of MMTLs failure to provide any Required Consents to IBM. | ||
(c) | IBM will be relieved of the performance of its obligations affected by MMTLs failure to promptly provide any Required Consents to IBM, to the extent of such failure affecting the performance of its obligations. |
14. | Software |
(a) | With respect to the software used by IBM to provide the Services: |
(i) | MMTL represent and warrant that, during the term of this Agreement, MMTL have the right to access and use such software in the manner in which MMTL were using such software as of the Transaction Effective Date. | ||
(ii) | MMTL hereby grant to IBM, for IBMs provision of the Services, the same rights to use such software that MMTL have with respect to such software, subject to Section 13 of this Agreement. |
15. | Services Recipients |
(a) | IBM will provide Services to Services Recipients, subject to the terms of this Section. | ||
(b) | MMTL represent and warrant that MMTL will have a written agreement with the Services Recipients prior to IBMs provision of Services to such Services Recipients that provides, for the benefit of IBM, that: |
(i) | the Services Recipients will not make any claim or be a party to any action or lawsuit, directly or indirectly, against IBM or its Affiliates or their employees, officers, or directors arising out of or in connection with this Agreement; and | ||
(ii) | the Services Recipients will direct all communications regarding this Agreement through and to MMTL, and not through or to IBM. |
(c) | MMTL is fully responsible for the performance of its obligations under this Agreement with respect to the Services provided to such Services Recipients. |
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(d) | Nothing in this Section relieves MMTL of its obligations or expands IBMs obligations under this Agreement. |
(a) | Authorization and Enforceability : Each Party represents and warrants that: |
(i) | it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; | ||
(ii) | its signing of and agreement to this Agreement has been duly authorized by all requisite corporate actions; | ||
(iii) | it has signed and agreed to this Agreement; and | ||
(iv) | this Agreement is a valid and binding obligation, enforceable against it in accordance with its terms (assuming the due authorization, execution, and delivery by the other). |
(b) | Compliance with Laws and Obligations : |
(i) | IBM warrants that it complies with the IBM Regulatory Requirements to the extent that such Regulatory Requirements relate to the performance of its obligations under this Agreement. | ||
(ii) | MMTL warrants that MMTL and MMTLs Business Processes comply with MMTLs Regulatory Requirements to the extent that such Regulatory Requirements relate to the performance or utilization of the Services, and will identify and make interpretations of all of MMTLs Regulatory Requirements applicable to the performance or utilization of the Services. | ||
(iii) | Any modifications to the Services as a result of MMTLs Regulatory Requirements will be considered a New Service. |
(c) | Disclaimer of Warranty for EMU : |
(i) | IBM is not providing any Economic Monetary Union (EMU) or Euro denomination services under this Agreement. | ||
(ii) | Under this Agreement, IBM is not responsible for: |
(a) |
MMTLs or MMTLs Affiliates Products;
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(b) | a Third Partys products; or | ||
(c) | IBM Corp and IBM Products not provided and selected by IBM under this Agreement, | ||
((a), (b), and (c) collectively, Other Products ) to correctly process or properly exchange data in the EMU or Euro denomination. |
(iii) | MMTL acknowledges that MMTL is responsible for assessing MMTLs current systems and taking appropriate action to migrate to EMU-ready or Euro-ready systems. |
(d) | Other Disclaimers : |
(i) | IBM warrants that services shall materially confirm to the SLAs as agreed in the SOW. |
EXCEPT AS PROVIDED IN THIS SECTION 16, THERE ARE NO EXPRESS WARRANTIES, REPRESENTATIONS, UNDERTAKINGS, OR CONDITIONS (STATUTORY OR OTHERWISE) BY IBM, AND THERE ARE NO IMPLIED WARRANTIES, REPRESENTATIONS, UNDERTAKINGS, OR CONDITIONS (STATUTORY OR OTHERWISE) BY IBM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN THIS AGREEMENT. |
17. | Limitation of Liability |
(a) | Each Partys and its respective Affiliates, employees, officers, and directors entire liability under this Agreement, and their exclusive remedies, are set forth in this Section and Section 12 of this Agreement. | ||
(b) | Each Partys and its respective Affiliates, employees, officers and directors entire liability for actual, direct damages under this Agreement, regardless of the basis on which IBM or MMTL are entitled to claim damages (including breach, negligence, misrepresentation, or other contract or tort claim), will be limited in the aggregate for all claims and causes of actions to an amount equal to the greater of US $100,000 or the amount actually paid by MMTL to IBM for |
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the Services provided under this Agreement during the six months prior to the occurrence of the first claim or cause of action. | |||
(c) | In no event will either Party or its respective Affiliates, employees, officers, and directors have any liability under this Agreement, regardless of the basis on which IBM or MMTL are entitled to claim damages (including breach, negligence, misrepresentation, or other contract or tort claim), for any special, incidental, punitive, indirect, economic or consequential damages, or any loss of profit, loss of revenue, loss of data, loss of anticipated savings, or damage to reputation, even if foreseeable or even if MMTL or IBM has been advised of the possibility of such damages; provided that this Section 17(c) does not apply to MMTLs failure to pay any amounts owing to IBM under this Agreement. | ||
(d) | The limitation of liability in Sections 17(b) and 17(c) above do not apply to: |
(i) | MMTLs failure to pay any amounts owing to IBM under this Agreement (including amounts owing for Services rendered or services that would have been rendered but for MMTLs breach of this Agreement); | ||
(ii) | any damages for bodily injury (including death) and damage to real property and tangible personal property for which a Party is legally liable; | ||
(iii) | Each Partys obligation to indemnify the other under this Agreement; and | ||
(iv) | any damages associated with MMTLs/IBM infringement or violation of the intellectual property rights of IBM/MMTL or its Affiliates. | ||
(v) | Defense Costs and amounts payable to Third Parties pursuant to MMTLs or IBMs obligation to indemnify the other under this Agreement, as provided in Section 12 (a) (iii) and Section 12 (b) (vii). |
(e) | In no event will IBM/MMTL or its Affiliates, employees, officers, and directors have any liability under this Agreement, regardless of the basis on which MMTL/IBM is entitled to claim damages (including breach, negligence, misrepresentation, or other contract or tort claim), for claims made against MMTL/IBM by Third Parties or MMTL/IBMs Affiliates, except for (i) claims for bodily injury (including death) and damage to real property and tangible personal property for which IBM/MMTL is liable, and (ii) claims in respect of which IBM/MMTL has an obligation to indemnify MMTL/IBM pursuant to this Agreement. | ||
(f) | In no event will IBM/MMTL, its Affiliates, or their respective employees, officers, and directors have any liability for any damages to the extent caused by MMTL/IBM, MMTL/IBMs Affiliates, or their respective employees, officers, or directors failure to perform MMTL/IBMs obligations under this Agreement, nor will MMTL/IBM, MMTL/IBMs Affiliates, or their respective employees, officers, and directors have any liability for any damages if to the extent caused by IBM/MMTLs, its Affiliates, or their respective employees, officers, or directors failure to perform IBM/MMTLs obligations under this Agreement. |
18. | Data Protection |
(a) | General |
(i) | The Parties are each responsible for complying with their respective obligations under the applicable data protection laws governing MMTLs Data. | ||
(ii) | MMTL remain solely responsible for determining the purposes and means of IBMs processing of MMTLs Data under this Agreement, including that such processing will not place IBM in breach of the applicable data protection laws. | ||
(iii) | Data protection laws are MMTLs Regulatory Requirements with respect to MMTLs Data, except and only to the extent such data protection laws regulate IBMs processing of MMTLs Data in IBMs performance of the Services. The Parties each acknowledge that it is not investigating the steps the other is taking to comply with applicable data protection laws. Nothing in this Agreement prevents IBM or MMTL from taking the steps it deems necessary to comply with applicable data protection laws. |
(b) | Security |
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(i) | By executing this Agreement, MMTL appoint IBM as a data processor of MMTLs Data. As a processor of MMTLs Data, IBM will process MMTLs Data as specified in a Transaction Document. MMTL agree that IBM may perform such processing as IBM reasonably considers necessary or appropriate to perform the Services. Upon expiration or termination of this Agreement, MMTL will give the data protection authority prompt notice of the termination of the appointment of IBM as MMTLs data processor. |
(c) | Transborder Data Flows |
(i) | IBM will not transfer any of MMTLs Data across a country border unless IBM reasonably considers such transfer appropriate or useful for IBMs performance of the Services or obtains MMTLs prior written consent, or as is expressly provided in the MSA | ||
(ii) | MMTL are solely responsible for determining that any transfer by IBM or MMTL of MMTLs Data across a country border under this Agreement complies with the applicable data protection laws. | ||
(iii) | MMTL shall obtain all necessary consents and regulatory approvals required for any transfers of MMTLs Data across country borders. |
(d) | Information |
(i) | If, under the applicable law, MMTL is required to provide information to an individual regarding MMTLs Data, IBM will reasonably cooperate with MMTL in providing such information. MMTL will reimburse IBM for its reasonable charges for such assistance. | ||
(ii) | Upon IBMs or MMTLs reasonable written request, MMTL or IBM will provide the other with such information that it has regarding MMTLs Data and its processing that is necessary to enable the requester to comply with its obligations under this Section and the applicable data protection laws. | ||
(iii) | On prior notice, MMTL shall have access to IBM or its affiliate facilities providing services under this agreement, during normal business hours for the purpose of business reviews and meetings only. MMTL agree to allow IBM to store MMTLs contact information, such as names, phone numbers, and e-mail addresses, in any country where IBM does business and to use such information internally and to communicate with MMTL for the purposes of MMTLs and IBMs business relationship only. |
19. | Escalation Procedure |
(a) | The following procedure will be followed if resolution is required to a conflict arising during performance of a Service: |
(i) | When a conflict arises between MMTL and IBM, the project team member(s) will first strive to work out the problem internally. |
(a) | Level 1 : If the project team cannot resolve the conflict within two (2) working days, MMTLs Project Manager and IBMs Project Manager will meet to resolve the issue. | ||
(b) | Level 2 : If the conflict is not resolved within three (3) working days after being escalated to Level 1, MMTLs assigned executive sponsor will meet with the IBM project executive to resolve the issue. |
(ii) | If the conflict is resolved by either Level 1 or Level 2 intervention, the resolution will be addressed in accordance with the Project Change Control Procedure set out in Section 5 of this Agreement. | ||
(iii) | During any conflict resolution, IBM agrees to provide Services relating to items not in dispute, to the extent practicable pending resolution of the conflict. MMTL agree to pay invoices for such services not in dispute in accordance with the Transaction Document |
If the conflict remains unresolved after Level 2 intervention, then either Party may terminate the Service under the terms of this Agreement. If the conflict is addressed by termination, MMTL agree to pay IBM for all Services IBM provides. |
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20. | Term and Termination |
(a) | Term : The term of this Agreement ( Term ) will commence as of the Agreement Effective Date and will continue for a period of five (5) years or the last expiration of any Transaction Document in effect as of the date of expiration of such period, whichever is the later, unless earlier terminated in accordance with the provisions of this Agreement. The Parties may agree to extend the Term of this Agreement by exchanging a letter duly signed by authorised representatives of both Parties. Each Transaction Document shall set forth the applicable term for that Transaction Document. | ||
(b) | Survival: Any term of this Agreement which by its nature extends beyond the Term or expiry of this Agreement will remain in effect until fulfilled, and will apply to both Parties respective successors and assignees. | ||
(c) | Termination for Convenience : |
(i) | Both IBM and MMTL may elect to terminate the Agreement or any applicable SoW by providing 6 months notice period to the other party. The effective date of termination for convenience must not be earlier than 2 years from the Transaction Effective Date |
(d) | Termination for Cause : |
(i) | Either Party (the Nonbreaching Party ) may elect to terminate a Transaction Document for material breach by the other Party (the Breaching Party ) by following the process set forth in this Section. | ||
(ii) | The Nonbreaching Party will provide the Breaching Party with written notice of such material breach within 60 days after the material breach, describing in detail the specific nature and dates of the material breach, and will, if the material breach is capable of being cured, provide the Breaching Party with the opportunity to cure the material breach within the following periods: |
(a) | in the event of a failure to pay any amount due on the payable date specified in a Transaction Document, 10 days after receipt of such written notice; and | ||
(b) | in the event of any other material breach, 45 days after receipt of such written notice. |
(iii) | If the material breach is not cured during the applicable cure period set forth above, the Nonbreaching Party may terminate the effected Transaction Document for material breach by providing the Breaching Party with written notice within 60 days after the expiration of the cure period specified above, declaring termination of the Transaction Document for material breach under this Section, effective on the date stated in such notice. Such effective date will be no later than 120 days after the Breaching Partys receipt of such notice of termination for material breach. |
(e) | Temporary Extension of Services : |
(i) | If MMTL is unable to complete the transition of Services as of the expiration or termination of a Transaction Document, MMTL may elect once to extend the Transaction Document at the then-current prices, resource levels, charging methodology, and other applicable terms for up to six months beyond the then effective date of the expiration or termination of the Transaction Document (a Temporary Extension of Services) by notifying IBM in writing of such election at least 90 days prior to such effective date. MMTL will pay IBM for: |
(a) | the charges otherwise due and owing under this Agreement; and |
The Transaction Document will terminate as of midnight (according to the time zone stated for the expiration date) on the last day of such Temporary Extension of Services. |
(ii) | If IBM terminates a Transaction Document for MMTLs material breach, MMTL will not have the right to elect a Temporary Extension of Services. | ||
(iii) | There will be no adjustment to the Termination Charges as a result of a Temporary Extension of Services. |
(f) | Transfer Assistance : |
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(i) | If MMTL desires IBMs assistance in transferring Services back to MMTL, MMTL Affiliates, or a Third Party upon termination or expiration of a Transaction Document ( Transfer Assistance ), upon MMTLs reasonable written request, IBM will provide such Transfer Assistance to MMTL: |
(a) | to the extent IBM can perform such requested Transfer Assistance using its then-existing resources dedicated solely to providing the Services under the Transaction Document, until expiration or termination of the Transaction Document; and | ||
(b) | to the extent IBM reasonably agrees to perform the requested Transfer Assistance, for the period of time requested by MMTL, which period will end no later than six months after the effective date of the expiration or termination of the Transaction Document (the Transfer Assistance Period ). |
(ii) | If IBMs Transfer Assistance will require the use of different or additional services or resources beyond that which IBM is then using to provide the Services in accordance with the agreed baselines and performance metrics, such request for Transfer Assistance will be considered a New Service and performed for an additional charge. | ||
(iii) | During the Transfer Assistance Period, IBM will provide MMTL, MMTLs Affiliates, and their Third Parties, as necessary, with reasonable access to the Machines and Software, provided: |
(a) | any such access does not interfere with IBMs ability to provide the Services or Transfer Assistance; and | ||
(b) | such Third Parties and MMTLs Affiliates comply with IBMs security and confidentiality requirements, including execution of a confidentiality agreement reasonably acceptable to IBM. |
(iv) | MMTL will allow IBM to use the Facilities to enable IBM to effect an orderly transition of resources, for up to 60 days after the later of: |
(a) | the expiration or termination of the Transaction Document; or | ||
(b) | the last day of the Transfer Assistance Period. |
(v) | If IBM terminates a Transaction Document for cause, IBM may provide MMTL with Transfer Assistance only if MMTL pay for such Transfer Assistance in advance. | ||
(vi) | The applicable provisions of this Agreement will remain in full force and effect during the Transfer Assistance Period. |
(g) | Other Rights Upon Expiration or Termination: IBM will provide the additional assistance set forth in Section 20(i) below upon expiration or termination of a Transaction Document (other than where IBM terminates the Transaction Document for MMTLs material breach). | ||
(h) | Contracts: |
(i) | IBM will provide MMTL with contracts transfer assistance as set forth in this Section, subject to: |
(a) |
MMTLs written request;
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(b) | IBMs right to transfer such contract; | ||
(c) | the release of IBM from all contractual responsibility and liability under such contract; and | ||
(d) | MMTLs assumption of all contractual responsibility and liability under such contract, including payment of any transfer fees, license fees, or other charges. |
(ii) | Contracts for Generally Available Software: | ||
For generally available software (including IBM Corp Products) which on the date of expiration or termination of the Transaction Document IBM is using: |
(a) | solely to provide the Services to MMTL, IBM will assign its license, if any, to such software to MMTL or MMTLs designee upon MMTLs reimbursement to IBM of any initial, one-time license or purchase charges in an amount equal to the remaining unamortized value, if any, for the software, depreciated over a five year life; and |
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(b) | to provide Services to MMTL and other customers in a shared environment, IBM will provide reasonable assistance to MMTL in obtaining licenses for such software. |
(iii) | Services Contracts : For any Third Party services, which on the date of expiration or termination of the Transaction Document IBM is using solely to perform the Services (such as machine maintenance, disaster recovery, or other Third Party services), IBM will assign the contracts, if any, for such Third Party services to MMTL or MMTLs designee. |
21. | General Principles of IBM and MMTLs Relationship |
(a) | Neither party grants the other the right to use its (or any of its Affiliates) trademarks, trade names, or other designations in any promotion or publication without prior written consent. | ||
(b) | Each party is free to enter into similar agreements with others. IBM personnel providing Services to MMTL under this Agreement may perform similar services for others and this Agreement will not prevent IBM from using the personnel and equipment provided to MMTL under this Agreement for such purposes. However, the personnel providing direct support for MMTL customers (IBM Agents, Team Leaders and Managers) can not be deployed to MMTLs direct competitor ( travel portals operating in India) account for a period of 9 months from the day they are taken off from MMTL process. Such restriction shall not apply on IBM in case such personnel are used for providing services to or transferred within the Enterprise, to MMTLs Affiliates or to MakeMyTrip.com Inc. Each party grants the other only the licenses and rights specified herein. No other licenses or rights (including licenses or rights under patents) are granted. | ||
(c) | Each party may communicate with the other by electronic means and such communication is acceptable as a signed writing. An identification code (called a user ID) contained in an electronic document is sufficient to verify the senders identity and the documents authenticity. | ||
(d) | Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations. | ||
(e) | Neither party may assign this Agreement, in whole nor in part, without the prior written consent of the other, such consent not to be unreasonably withheld. Any attempt to do so is void. The assignment of this Agreement, in whole or in part, within the Enterprise of which either party is a part or to an Affiliate or successor organization by merger or acquisition does not require the consent of the other. | ||
(f) | MMTL agree not to resell any Service without IBMs prior written consent. Any attempt to do so is void. | ||
(g) | MMTL agree that this Agreement will not create any right or cause of action for any third party, nor will IBM be responsible for any third party claims against MMTL except as described in Section 12 above or as permitted by Section 17 above regarding liability for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable. | ||
(h) | MMTL agree that MMTL is responsible for the results obtained from the use of the Services. | ||
(i) | MMTL agree to provide IBM with sufficient, free, and safe access to MMTLs facilities and systems for IBM to fulfill its obligations. | ||
(j) | MMTL agree to comply with all applicable export and import laws and regulations. |
22. | Force Majeure |
(a) | Neither Party will be liable for any default or delay in the performance of their respective obligations, to the extent that such default or delay: |
(i) | is caused, directly or indirectly, by an event beyond the reasonable control of IBM or MMTL, whichever is the entity unable to perform (the Nonperforming Party), such as (without limitation) fire, flood, earthquake, elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties; and |
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(ii) | could not have been prevented by commercially reasonable precautions, alternative sources, workaround plans, or other means, |
(collectively a Force Majeure Event ). | |||
(b) | The Nonperforming Party will be excused from any further performance of its obligations affected by such Force Majeure Event for as long as such Force Majeure Event continues and the Nonperforming Party continues to use commercially reasonable efforts to recommence performance. The Nonperforming Party will immediately notify the other under this Agreement by telephone (to be confirmed in writing within five days of the inception of such default or delay) and describe at a reasonable level of detail the circumstances causing such Force Majeure Event. If a Force Majeure Event substantially prevents, hinders, or delays IBMs performance of the Services necessary for the operation of functions which are critical to the operation of MMTLs business, if any, for more than 30 consecutive days, then MMTL may either: |
(i) | procure such Services from an alternate provider until IBM is able to provide the Services. Subject to Section 22(c) below, IBM will reimburse MMTL for any reasonable payments to such alternate provider for such Services, for the lesser of 180 days or the remainder of the Term; or | ||
(ii) | terminate the affected Services by providing IBM with a written notice of termination and paying IBM for any unrecovered start-up costs, anticipated profit prorated to the date of termination, and any reasonable out-of-pocket expenses associated with ramp-down costs. |
(c) | During the Force Majeure Event, MMTL will continue to pay IBMs charges for the Services. | ||
(d) | IBM obligation to provide the disaster recovery services , shall be to an extent set forth in Transaction Document |
23. | Geographic Scope and Governing Law |
(a) | This Agreement and the transactions contemplated by this Agreement are governed by the law in force in India. Nothing in this Agreement affects any statutory rights that cannot be waived or limited by contract under applicable law. | ||
(b) | Any proceeding regarding the rights, duties, and obligations arising under, or relating in any manner to, the subject matter of this Agreement will be brought in New Delhi, India. The Parties waive any objections to such jurisdiction, including venue and inconvenient forum. |
24. | Severability and Waiver |
In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement remain in full force and effect. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. The exercise or waiver, in whole or in part, of any right, remedy, or duty provided for in this Agreement will not constitute the waiver of any prior, concurrent or subsequent right, remedy, or duty within this Agreement. |
25. | Entire Agreement |
This Agreement and its applicable Transaction Documents are the complete agreement between the Parties, and replace any prior oral or written communications, regarding the acquisition of Services. |
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Agreed to: | Agreed to: | |||||||||||||
Make My Trip India Private Limited | IBM Daksh Business Process Services Private Limited | |||||||||||||
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By
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/s/ Rajesh Magow | By | /s/ Anuj Kumar | |||||||||||
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Authorized Signature | Authorized Signature | |||||||||||||
Name (type or print): RAJESH MAGOW | Name (type or print): ANUJ KUMAR | |||||||||||||
Date: 5/03/2008 | Date: 5 th March, 2008 |
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1. | Definitions |
1. | Agent Each agent is a full time equivalent (FTE) working on the MMTL account. An Agent works for 139 hours per month in Gurgaon and 167 hours per month in Chandigarh. This includes the time an agent is working on a customer account, processing transactions or performing duties, paid breaks, briefings, excluding holidays, breaks and team one-on-ones. | ||
2. | Average Handle Time includes the time an agent is talking to the customer (Talk Time) plus the time an agent puts the customer on hold (Hold Time) pus the time the agent take for all call work (ACW). | ||
3 | Batch A group of trainees starting and completing pre-process and process training together as a class. | ||
4. | IBM Account Executive Person having responsibility for delivery of the MMTL contract. Single point of contract for MMTL Project Manager. | ||
5. | Effective Date Means with respect to this SOW, 12:01 CST on the date set forth above. | ||
6. | Go Live Time when Pre-process and Process training is complete and Agents begin to perform the Services. | ||
7. | Key Performance Indices Key Performance Indices will have the meaning as set forth in Section 6 of this SOW. | ||
8. | Ramp Up Period Ramp Up Period will have the meaning as set forth in Section 9 of this SOW. | ||
9. | Steady State Business as usual with Agents at acceptable productivity and quality. Period when KPIs apply. This will start 3 months from the Go Live date. | ||
10. | Seat Utilization (SU): Seat utilization is calculated as per the formula : SU = Number of Agents / Peak Seat requirement. This will be calculated on a monthly basis and based on the same, billing shall be done. | ||
11. | Term means the period between Effective Date and Expiration Date. |
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2. | Services |
General description of Services | ||
2.1 | IBM shall provide a contact and back office support personnel from a IBM facility in India. The scope of services that will be undertaken by IBM for MMTL are in three area: |
1. | Customer Service (Domestic) Inbound customer care calls originating in India. Some outbound calls may be required to be made by this team for performance for services. | ||
2. | Sales (Domestic) Inbound calls, email or chat interactions, originating from India, on which customer is seeking to purchase travel services from MMTL. Some outbound calls may be required to be made by this team for performance for services | ||
3. | Ticketing Transaction processing to facilitate the ticketing for the travel service for Domestic travel. Physical Ticket Dispatch and courier management is not in scope for IBM and will be managed by MMTL. |
IBM will hire the existing Agents employed with MMTL to IBM roles as per the Rebadging process defined in Annexure 1. | ||
IBM shall start operations from its Gurgaon and Chandigarh delivery centres. IBM shall hire 220 agents along with other staff at its Gurgaon delivery location from MMTL through rebadging as per Annexure 1 of this SOW. Out of these, 137 agents will work on the processes as mentioned in this SoW. Simultaneously, IBM shall start its operations at its Chandigarh centre with 30 agents and shall hire additional agents to compensate for month on month attrition at Gurgaon delivery centre or additional volume handling over and above the rebadged agents. Gurgaon centre shall be operational for only initial 9-12 months from Go-Live date, post which the remaining agents shall be redeployed internally within IBM. Attrition Backfill and New hiring shall be done at Chandigarh delivery location and shall be maintained through out the Term to deliver login hours equivalent to 137 agents in Gurgaon but considering the per agent login hours of Chandigarh as 167 hours per month vide clause 1.1 of this SOW. | ||
While ascertaining the agent count at Chandigarh, both IBM and MMTL shall keep into consideration any productivity benefits or other such changes as they occur at any time. Both IBM and MMTL understand that such changes may alter the agent requirement at Chandigarh. | ||
Hours of operation for the IBM facility will be 24X7, seven days a week. |
3. | Staffing |
3.1 | IBM Responsibilities | |
3.1.1 | Representative job descriptions | |
IBM shall hire and train agents and supervisory staff required for managing the scope of work. IBM shall be responsible for delivering on the agreed key performance indices. IBM agents shall provide only Hindi and English language support. However, incase MMTL requires support for other languages, IBM shall provide the same at the same rate of English and Hindi Language barring necessary adjustments only in respect of identified changes in staff cost, productive hours, and the connectivity cost (increase in connectivity cost to be considered only if calls exceed beyond a number as agreed between MMTL and IBM),. IBM shall also be open to providing agents from other locations on mutually agreed to terms and conditions. | ||
3.2 | MMTL Responsibilities | |
MMTL will provide and make available to IBM appropriate MMTL management and technical personnel who will work with IBM and will perform, on a timely basis, the responsibilities assumed by MMTL herein. In addition, MMTL will cooperate with IBM by making available such personnel, management , information, authorizations, approvals and acceptances as required. More specifically, MMTL will: |
a. |
Deploy subject matter experts (SMEs) from MMTL to provide train the trainer support.
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b. | Provide timely process updates / information required by IBM for delivering on this scope of work | ||
c. | Identify a working team within MMTL to engage with IBM teams on an ongoing basis for various aspects related to but not limited to IT, Training, Quality etc. |
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4. | Recruiting & Hiring |
4.1 | IBM Responsibilities | |
IBM will perform Services relating to recruiting and hiring in connection with
IBM Operations. As part of such Services, IBM will:
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a. | recruit and hire agents dedicated solely to MMTLs business, unless otherwise approved by MMTL. |
1. | recruit and hire required staff using candidate profiles mutually developed and agreed to by MMTL and IBM. | ||
2. | provide appropriate supervisory and managerial support |
5. | Training |
a. | IBM new hire classroom training shall include two days of pre-process training and process training as mentioned below: |
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Customer Service and Telesales : 4 weeks
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| Ticketing : 3 weeks |
b. | Agent training will include classroom, hands-on, and computer-based training. |
5.1.2 | Train the Trainer / Training Materials | |
IBM will perform Services relating to train the trainer training and updating and maintenance of training materials in connection with the Services. As part of such Services, IBM will: |
a. | Make IBM trainers available for train the trainer training to be provided by MMTL training staff at the IBM facility; | ||
b. | Assist in maintaining and updating training materials - IBM will receive from MMTL training staff during train the trainer sessions existing training templates, course materials and curriculum. Following its receipt of training materials, IBM will undertake responsibility for maintaining and updating training materials and course curriculums as provided by and in coordination with MMTL. |
5.1.3 | Training Delivery | |
IBM will deliver training to the newly hired agents for the following areas: |
a. | Initial Pre-Process Training - IBM will provide pre-process training which will include activities such as accent neutralization, soft skills where relevant / required. | ||
b. | Initial Process Training - MMTL process and product related training | ||
c. | Ongoing and Recurrent Training - Training provided to Production agents for up-skilling, changes and updates to the product / process, any new product launches, campaigns etc. |
5.2 | MMTL Responsibilities |
a. | Train the trainer - MMTL will provide dedicated trainer(s) at the IBM facility for initial training of IBMs instructors (Train the Trainer), who will subsequently train IBM employees to be certified as Product Trainers. These certified trainers shall conduct training for subsequent batches of IBM employees. |
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b. | Training Curriculum/Tools Development and Maintenance |
1. | Initial training MMTL will develop, implement and maintain any business process specific training curriculum and related materials for new IBM Contact Center Agents that will enable new agents to process contacts and utilize MMTL desktop Applications while achieving KPIs. | ||
2. | Ongoing and Recurrent Training MMTL will develop, provide and maintain training modules to support various skills and knowledge required to effectively provide the Services and to maintain ongoing competency of agents. | ||
3. | Training Materials Training materials (existing training templates, course materials and curriculum) and content will be provided by MMTL and will be MMTL current standards and guidelines. |
6. | Key Performance Indices |
The scope of work shall have Key Performance Indices (KPIs) that MMTL and IBM shall mutually agree to. KPIs shall be categorized as per the chart provided in Annexure 2 (Key Performance Indices). All KPIs will be mutually discussed and decided 3 months post Go-Live through a base lining process. Metrics will be reviewed quarterly for a potential change to accommodate for the environmental factors that may impact metric delivery capability. Either party may request for a change in KPIs through a change request process as per Section 5 of the Agreement. The same shall be applicable as per mutual consent between the parties. Detailed KPI metrics is defined as per Annexure 2. |
7. | Rewards and Penalties |
The mechanism for calculation of rewards and penalties shall be mutually agreed between the parties in writing 3 months post Go-Live date. Rewards and penalties shall be capped to an overall maximum of +/- 7% of the monthly billing. |
8. | Forecasting |
MMTL shall provide volume forecast for 90 days, out of which forecast for 60 days shall be locked and remaining 30 days forecast shall be rolling. | ||
An agent logs in for 167 hours per month in Chandigarh and 139 hours per month in Gurgaon. The month on month agents required, taking into account the service levels to be achieved, would be estimated considering call arrival / transaction patterns and the related agent occupancy levels along with the productivity assumptions basis baselining period. The above mentioned login hours per month would be factored to arrive at the number of agents required. | ||
IBM shall manage upto 110% of the locked forecast for the month at applicable KPIs. In case actual volumes are more than 110%, this period shall be excluded from any penalty on account of missed KPls. The KPIs shall not apply beyond 110% of locked forecast though IBM shall manage these volumes on best effort basis and keep as close as possible to the expected KPls. |
9. | Ramp-Up Period |
Each process and new Batch will be in a Ramp-Up Period for a period of 90 days post completion of
Process Training. During the Ramp Up Period, specific KPIs will be mutually agreed (example would
include Average Handle Time or Turnaround Time, an accuracy metric, etc). During the Ramp Up
Period, no incentives/penalties will be applicable for each new Batch. Parties will periodically
review and update the KPIs through mutual agreement. Not all KPIs will necessarily have an
incentive or penalty. This ramp-up period shall not be applicable for attrition back fill. However,
it shall be applicable for each new ramp wave.
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REDACTED |
Confidential Treatment Requested
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
10. | Charges |
10.1 | One Time Costs | |
10.1.1 | Back-ground check |
a. | One-time charge for Background check for rebadged agents only shall be pass-through to MMTL. The estimated rate is INR 1000 per person. |
10.1.2 | Training Costs |
a. | New hire training is not included in the Ongoing Price and shall be charged at XXXX per hour per agent for the MMTL process / product training duration and no price will be charged for agent rate till the time agent start taking calls / performing transactions. | ||
b. | Process Training duration is as defined in section 5.1.1 |
10.2 | Agent Rate |
LoB/SU
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XX | XX | XX | XX | XX | XX | ||||||||||||||||||
Customer Service Domestic
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XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Telesales(Inbound) Domestic
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XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Ticketing Domestic
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XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
10.2.1 | Price per Agent per month mentioned above is applicable for the first year of operations from the Effective Date of this SOW |
a. |
The rates quoted above are in INR (Indian Rupees) are applicable per Agent per month
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b. | On each anniversary of the Effective Date, the price will be adjusted upwards by XXXX for inflation. | ||
c. | Billing shall be done based on the prevailing Seat Utilization (SU) for the month in the process. This shall be computed on a monthly basis. | ||
d. | All applicable taxes and levies shall apply over and above these rates as applicable. However, any income tax or any direct tax related liability will be on account of IBM. MMTL will deduct the relevant withholding tax (TDS) from the regular payments for which it will issue a consolidated annual TDS certificate to IBM. | ||
e. | The actual SU will be rounded off to nearest place of a single decimal e.g if SU is 2.14 then the pricing applicable will be at SU of 2.1. If the actual SU is 2.15 then pricing will be computed at the SU of 2.2 | ||
f. | Both MMTL and IBM will put all reasonable efforts to achieve a minimum SU of 2.1. |
LoB/SU
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XX | XX | XX | XX | XX | XX | ||||||||||||||||||
Customer Service Domestic
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XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Telesales(Inbound) Domestic
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XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Ticketing Domestic
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XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
10.2.2 | Price per Agent per month mentioned above is applicable for the first year of operations from the Effective Date of this SOW |
a. |
The rates quoted above are in INR (Indian Rupees) are applicable per Agent per month
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b. | On each anniversary of the Effective Date, the price will be adjusted upwards by XXXX for inflation. | ||
c. | Billing shall be done based on the prevailing Seat Utilization (SU) for the month in the process. This shall be computed on a monthly basis. | ||
d. | All applicable taxes and levies shall apply over and above these rates as applicable. However, any income tax or any direct tax related liability will be on account of IBM. MMTL will deduct the relevant withholding tax (TDS) from the regular payments for which it will issue an consolidated annual TDS certificate to IBM. |
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REDACTED |
Confidential Treatment Requested
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
e. | The actual SU will be rounded off to nearest place of a single decimal e.g if SU is 2.14 then the pricing applicable will be at SU of 2.1. If the actual SU is 2.15 then pricing will be computed at the SU of 2.2 | ||
f. | Both MMTL and IBM will put all reasonable efforts to achieve a minimum SU of 1.8. | ||
g. | IBM has factored an average salary of XXXX per agent per annum plus XXXX increment to be applicable from April 2008 across all LoBs in Gurgaon. This is as per the information received from MMTL for the agents to be rebadged. The price shall be updated for any change in this assumption based on the actual data only in respect of incremental changes in relevant average manpower cost. |
10.2.3 | IBM shall pay Gratuity to the employees to be rebadged at the time of their separation with IBM only if they complete 5 (five) years of service at IBM. Any such payment made by IBM shall be as per IBM Gratuity policy. IBM will not be held liable for any payment due to rebadged agents to be paid by MMTL. | |
10.2.4 | Any overtime requests from MMTL upto 20 hours per agent per month with adequate notice shall be charged @ XXXX per hour. No additional production rates shall be charged for this duration. Any overtime beyond the same shall be charged at applicable Agent rates and no overtime will be charged for it separately. | |
10.2.5 | Any Ongoing and Recurrent training in addition of 2 hours per month per Agent shall be charged at the applicable Agent rates. | |
10.2.6 | All outbound calls, if required would be charged at actuals for the PSTN charges. | |
10.2.7 | Service delivery is assumed to be based on an agent working for 5 days per week in Gurgaon and 6 days per week in Chandigarh. |
11. | Reporting |
11.1 | IBM Responsibilities | |
IBM will perform performance reporting and monitoring in connection with the provision of the Services. The reports required to be prepared shall be mutually agreed to between IBM and MMTL. MMTL may change required reporting subject to change control procedures. |
a. | Infrastructure |
1. | Refer to details related to IT infrastructure and setup in Annexure 3 |
12. | Business Continuity |
12.1 | IBM Responsibilities | |
IBM shall provide 2 levels of disaster recovery. Level 1 encompasses operational issues like IT, transport, emergencies and power. Level 2 covers failures within the site such as IT Infrastructure and connectivity. However, Level 3, which includes site level disaster recovery, is not included in the price structure. If Level 3 disaster recovery is required by MMTL, cost for the same shall be charged separately to MMTL. |
13. | Termination Charges |
In case MMTL or IBM decide to terminate this SOW for convenience, there will be no termination charge on either side with respect to this SOW. Any such termination shall be in accordance with Clause 20 of the Agreement. |
6
1. | Introduction |
2. | Employment Terms |
2.1 | Offers of Employment | |
i. | MMTL acknowledges that it provided IBM with a list of the Affected Employees, together with their job descriptions and responsibilities, their cost to the company as of the Effective Date (current salary ) , a description of all benefits applicable to such Affected Employees, the terms of their employment, and such other information mutually agreed to by IBM and MMTL (collectively, the Affected Employee Information ) . MMTL acknowledges that IBM has relied upon such Affected Employee Information in entering into this SOW. The Affected Employee Information for every in scope employee is listed as Annexure 1B of this SOW. | |
ii. | IBM shall deploy the Affected Employees to various roles in MMTL processes based on internal requirements and skill sets of such employees. |
¡ | IBM shall give Offer Letters to Affected Employees, subject to IBM background checks conducted by third party as per IBM policy and provided such employees are delivering the services that are within the scope of SOW and such Affected Employees are on the payrolls of MMTL. |
iii. | During the Interim Period IBM will provide Offer Letters to the Affected Employees. Each Offer Lettersto an Affected Employee will include: |
¡ | an initial cost to company equal to or greater than his current cost to company, as set forth in the Affected Employee Information; and | ||
¡ | the employment benefits that, as of the Hire Date, are available to similarly situated employees of IBM, as applicable and as such benefits may be amended from time to time. |
¡ | receive a letter (the Offer Letter ) from IBM offering such Affected Employee employment as of the Hire Date | ||
¡ | accept such offer in accordance with the terms of the Offer Letter; | ||
¡ | are MMTL employees as of the date of such Offer Letter; and | ||
¡ | pass pre employment screening involving true disclosure of academic background, necessary work experience, etc | ||
¡ | agree to sign the IBM Business Conduct Guidelines and IBM Government and Client Guidelines |
7
¡ | are not in the no hire list within such IBM database |
iv. | Time for Acceptance. IBM has no further obligations to any Affected Employees who have not accepted the IBM Offer Letter within the period agreed between MMTL and IBM, as communicated to the Affected Employees, unless otherwise required under applicable law. | |
v. | Commencement of Employment. Each Hired Employee will begin his/her employment with IBM as of the Hire Date with the exception of those Affected Employees who have not accepted the offer as they are on leave as of the Hire Date. | |
vi. | Offers to Affected Employees on Leave. Affected Employees who are on leave (including, for the avoidance of doubt, Affected Employees who are on long term sick-leave) as of the Effective Date will be provided with an Offer Letter as soon as practicable following their return to full time active employment in their pre leave position provided their return date is (i) within the legislated leave period from their leave start date for individuals on Maternity/Parental Leave or (ii) within 90 days from the Effective Date for individuals on all other types of leave. For those Affected Employees who return from leave within these time periods, MMTL shall promptly notify IBM of their return to full-time active work and IBM shall issue an Offer Letter to that Affected Employee. | |
vii. | Status and Development. IBM will provide all Hired Employees with a comprehensive IBM orientation and induction training program which will commence within thirty (30) days of Hire Date. Thereafter, IBM will make other training programs and development strategies available to each Hired Employee pursuant to IBMs skills management program. | |
viii. | Each Offer Letter to an Affected Employee will include: |
a) | an initial cost to company equal to or greater than his/her current cost to company , as set forth in the Affected Employee Information; and | ||
b) | Subject to the provisions of this Annexure 1, as modified from time to time, the employment benefits that, as of the Hire Date, are available to comparable employees of IBM, as applicable and as such benefits may be amended from time to time. | ||
c) | Incentive Hired Employees shall be eligible to participate in IBMs applicable incentive plan in accordance with IBMs standard practices and/or policies. The applicable incentive payment for the performance year in which the Hire Date falls will be pro-rated based on the actual date of such Hire Date within such performance year. | ||
d) | Annual increases in base salary : All Hired Employees will be eligible for annual increases in their base salaries to the same extent as comparable IBM employees in accordance with the IBM policy as per the prevailing annual cycle. | ||
e) | Paid time off MMTL will encash all accrued but unused annual leave and long service leave balances. MMTL will make a payment equivalent to the value of these balances to the Hired Employees as part of their respective full & final settlements. MMTL will ensure that all applicable dues are cleared as part of the full & final settlement. | ||
f) | Training and long-term career opportunities. Hired Employees shall have the same opportunity for training and career development as similarly experienced IBM employees. IBM shall make training available to all Hired Employees based on the needs of the IBM business and each such employee in accordance with the IBM technical and professional development programs. |
8
2.2 | Management of Affected Employees |
IBM shall be responsible only for the payments to such Affected Employees who accept the Offer Letter. The benefits shall be as per IBM employee policies covering salaries and other benefits. |
2.3 | Replacement of Hired Employees |
IBM will select replacements for the Hired Employees as IBM deems necessary. |
2.4 | Other Responsibilities |
Prior to the Effective Date, MMTL shall notify IBM about : |
¡ | Any employee not to be transferred to IBM and retained with MMTL | ||
¡ | any employee who has been terminated by MMTL and need not be offered employment by IBM | ||
¡ | change in the Affected Employees job description or responsibilities, cost to company, benefits, employment terms, or other information contained in the Affected Employee Information; and | ||
¡ | any Affected Employee informing MMTL of any potential or actual change in his employment status or ability to perform his job. |
MMTL shall not re-hire or make any employment offer to the Affected Employees under contract during the entire duration of the project. | ||
Neither Party shall solicit employees of the other party during the duration of the contract without prior consent unless it is by way of response to open advertisement or a general notice from MMTL for any vacancy. |
9
Sl. | ||||||||
No.s | NAME | DESIGNATION | LEVEL | Date of Joining | ||||
1
|
AMIT THAKUR | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 11-Apr-05 | ||||
2
|
ASHA KUMARI | EXECUTIVE | EXECUTIVE | 15-Feb-05 | ||||
3
|
DHARAMVIR KANSAL | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 01-Sep-04 | ||||
4
|
KAVITA SAKPAL | EXECUTIVE | EXECUTIVE | 15-Feb-05 | ||||
5
|
MOHAMMED SAMIQ | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 01-Sep-04 | ||||
6
|
PARUL NIGAM | EXECUTIVE | EXECUTIVE | 04-Oct-04 | ||||
7
|
RASHMI SRIVASTAVA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 04-Oct-04 | ||||
8
|
VIJAY SINGH | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 01-Sep-04 | ||||
9
|
KANIKA TALREJA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 6-Jun-05 | ||||
10
|
RICHA SHARMA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 6-Jun-05 | ||||
11
|
DEEPTI SRIVASTAVA | EXECUTIVE | EXECUTIVE | 6-Jun-05 | ||||
12
|
VIKAS GAURAV | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 6-Jun-05 | ||||
13
|
ZUBAIR AHMED | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 6-Jun-05 | ||||
14
|
DEEPAK VERMA | EXECUTIVE | EXECUTIVE | 6-Jun-05 | ||||
15
|
NUPUR ANSHULIKA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 13-Jun-05 | ||||
16
|
GEORGE JOSEPH | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 6-Jan-04 | ||||
17
|
ABDUL MALIK | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 18-Jul-05 | ||||
18
|
SHEEBA JOHN | EXECUTIVE | EXECUTIVE | 18-Jul-05 | ||||
19
|
MONIKA BHASIN | EXECUTIVE | EXECUTIVE | 18-Jul-05 | ||||
20
|
NEHA AGGARWAL | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 18-Jul-05 | ||||
21
|
MOHIT ARORA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 1-Aug-05 | ||||
22
|
HIMANI KOHLI | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 1-Aug-05 | ||||
23
|
KULA PRADEEP HAZARIKA | EXECUTIVE | EXECUTIVE | 2-Aug-05 | ||||
24
|
THOKCHOM KAJAL DEVI | EXECUTIVE | EXECUTIVE | 19-Sep-05 | ||||
25
|
ANSHUMAN MAINI | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 3-Oct-05 | ||||
26
|
JASMINE KAUR BHUMRA | EXECUTIVE | EXECUTIVE | 3-Oct-05 | ||||
27
|
SAKSHI SHARMA | EXECUTIVE | EXECUTIVE | 3-Oct-05 | ||||
28
|
HARISH KUMAR | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 3-Oct-05 | ||||
29
|
PANKAJ CHOPRA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 4-Oct-05 | ||||
30
|
MALCOLM SADIQ | EXECUTIVE | EXECUTIVE | 21-Oct-05 | ||||
31
|
DEEPAK SHASTRI | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 21-Oct-05 | ||||
32
|
ASHUTOSH SINHA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 21-Oct-05 | ||||
33
|
AMIT BOSE | EXECUTIVE | EXECUTIVE | 24-Jan-06 | ||||
34
|
SHRAVAN KUMAR | EXECUTIVE | EXECUTIVE | 24-Jan-06 | ||||
35
|
VIKAS MENON | EXECUTIVE | EXECUTIVE | 24-Jan-06 | ||||
36
|
VIKASH | EXECUTIVE | EXECUTIVE | 20-Feb-06 | ||||
37
|
ANKUR MUNJAL | EXECUTIVE | EXECUTIVE | 20-Feb-06 | ||||
38
|
RAIS AHMED | EXECUTIVE | EXECUTIVE | 28-Feb-06 | ||||
39
|
MEENAKSHI JHA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 1-Mar-06 |
10
40
|
GAURAV NAYYAR | EXECUTIVE | EXECUTIVE | 1-Mar-06 | ||||
41
|
SHAILESH DHYANI | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 6-Mar-06 | ||||
42
|
ANKITA WADHWA | EXECUTIVE | EXECUTIVE | 13-Mar-06 | ||||
43
|
TENZIN KALSANG | EXECUTIVE | EXECUTIVE | 13-Mar-06 | ||||
44
|
SWETA SINGH | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 13-Mar-06 | ||||
45
|
RAJVINDER KAUR | EXECUTIVE | EXECUTIVE | 23-Mar-06 | ||||
46
|
SAKSHI RAWAL | EXECUTIVE | EXECUTIVE | 3-Apr-06 | ||||
47
|
PRIYANKA SINGH | EXECUTIVE | EXECUTIVE | 3-Apr-06 | ||||
48
|
SACHIN CHUGH | EXECUTIVE | EXECUTIVE | 3-Apr-06 | ||||
49
|
TINA JOSE | EXECUTIVE | EXECUTIVE | 10-Apr-06 | ||||
50
|
ANUJ MATHUR | EXECUTIVE | EXECUTIVE | 10-Apr-06 | ||||
51
|
PRABHJOT SINGH | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 11-Apr-06 | ||||
52
|
BHAWNA KHANNA | EXECUTIVE | EXECUTIVE | 12-Apr-06 | ||||
53
|
ABHINEET GOGIA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 12-Apr-06 | ||||
54
|
ROMI CHAUHAN | EXECUTIVE | EXECUTIVE | 13-Apr-06 | ||||
55
|
NITIKA AHLUWALIA | EXECUTIVE | EXECUTIVE | 21-Apr-06 | ||||
56
|
TIMSY ARORA | EXECUTIVE | EXECUTIVE | 21-Apr-06 | ||||
57
|
UMANG CHOUDHARY | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 21-Apr-06 | ||||
58
|
VARUN PRABHAKAR | EXECUTIVE | EXECUTIVE | 28-Apr-06 | ||||
59
|
DEVENDER KUMAR JUNEJA | EXECUTIVE | EXECUTIVE | 8-May-06 | ||||
60
|
OM PRAKASH SINGH | EXECUTIVE | EXECUTIVE | 1-Jun-06 | ||||
61
|
JUHI GARG | EXECUTIVE | EXECUTIVE | 10-Jun-06 | ||||
62
|
VISHAL KAPOOR | EXECUTIVE | EXECUTIVE | 26-Jun-06 | ||||
63
|
DEEPTI RAISINGHANI | EXECUTIVE | EXECUTIVE | 26-Jun-06 | ||||
64
|
MANISHA SABHARWAL | EXECUTIVE | EXECUTIVE | 26-Jul-06 | ||||
65
|
ARTI PURI | EXECUTIVE | EXECUTIVE | 26-Jul-06 | ||||
66
|
ABHINAV VICTOR | EXECUTIVE | EXECUTIVE | 26-Jul-06 | ||||
67
|
ANKIT GULATI | EXECUTIVE | EXECUTIVE | 3-Aug-06 | ||||
68
|
KAMAL KATYAL | EXECUTIVE | EXECUTIVE | 10-Aug-06 | ||||
69
|
ROOPINDER KUMAR YADAV | EXECUTIVE | EXECUTIVE | 16-Aug-06 | ||||
70
|
MONODEEP CHAKRAVARTY | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 17-Aug-06 | ||||
71
|
DEEPTI KHARE | EXECUTIVE | EXECUTIVE | 19-Aug-06 | ||||
72
|
ROBY MATHEW | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 19-Aug-06 | ||||
73
|
SAMEER MEHRA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 21-Aug-06 | ||||
74
|
S. ABBAS NASEER RIZVI | EXECUTIVE | EXECUTIVE | 11-Sep-06 | ||||
75
|
PERVEZ SADIQ | EXECUTIVE | EXECUTIVE | 19-Sep-06 | ||||
76
|
SUPARNA LODH | EXECUTIVE | EXECUTIVE | 25-Sep-06 | ||||
77
|
SANTOSH KUMAR SINGH | EXECUTIVE | EXECUTIVE | 25-Sep-06 | ||||
78
|
TSHERING BHUTIA | EXECUTIVE | EXECUTIVE | 27-Sep-06 | ||||
79
|
RUCHIKA DHADWAL | EXECUTIVE | EXECUTIVE | 27-Sep-06 | ||||
80
|
KAPIL GERA | EXECUTIVE | EXECUTIVE | 9-Oct-06 | ||||
81
|
VARUN WALIA | EXECUTIVE | EXECUTIVE | 9-Oct-06 | ||||
82
|
TUSHAR KAPIL | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 16-Oct-06 |
11
83
|
PRABHAS KUMAR | EXECUTIVE | EXECUTIVE | 16-Oct-06 | ||||
84
|
PAYAL ARORA | EXECUTIVE | EXECUTIVE | 16-Oct-06 | ||||
85
|
SIDDHARTH SHANKER DEB | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 17-Oct-06 | ||||
86
|
MEENU KHARBANDA | EXECUTIVE | EXECUTIVE | 1-Nov-06 | ||||
87
|
DHEERAJ MALIK | EXECUTIVE | EXECUTIVE | 1-Nov-06 | ||||
88
|
MAMTA BASSI | EXECUTIVE | EXECUTIVE | 6-Nov-06 | ||||
89
|
HONEY BASSI | EXECUTIVE | EXECUTIVE | 21-Nov-06 | ||||
90
|
SANDEEP SILSWAL | EXECUTIVE | EXECUTIVE | 1-Dec-06 | ||||
91
|
VIJAY DUBEY | EXECUTIVE | EXECUTIVE | 4-Dec-06 | ||||
92
|
MANISH KUMAR | EXECUTIVE | EXECUTIVE | 26-Dec-06 | ||||
93
|
RISHI JHAMB | EXECUTIVE | EXECUTIVE | 3-Jan-07 | ||||
94
|
SHASHANK SUDAN | EXECUTIVE | EXECUTIVE | 3-Jan-07 | ||||
95
|
NITIKA FARMA | EXECUTIVE | EXECUTIVE | 3-Jan-07 | ||||
96
|
ANUSH KUMAR | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 3-Jan-07 | ||||
97
|
S.RAMANARAYANAN | EXECUTIVE | EXECUTIVE | 3-Jan-07 | ||||
98
|
MANISH WAGHMARE | EXECUTIVE | EXECUTIVE | 18-Jan-07 | ||||
99
|
NIKHIL SOOD | EXECUTIVE | EXECUTIVE | 18-Jan-07 | ||||
100
|
SHEFALI HANDU | EXECUTIVE | EXECUTIVE | 18-Jan-07 | ||||
101
|
JATIN VIJ | EXECUTIVE | EXECUTIVE | 18-Jan-07 | ||||
102
|
ASHOK CHANDRA SATI | EXECUTIVE | EXECUTIVE | 18-Jan-07 | ||||
103
|
BHUPENDRA SINGH RANA | EXECUTIVE | EXECUTIVE | 19-Jan-07 | ||||
104
|
SINDHU .S. BHASKARAN | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 5-Feb-07 | ||||
105
|
PALLAVI GUPTA | SENIOR EXECUTIVE | SENIOR EXECUTIVE | 5-Feb-07 | ||||
106
|
KAPIL GOSWAMI | EXECUTIVE | EXECUTIVE | 15-Feb-07 | ||||
107
|
ACSAH JACOB | EXECUTIVE | EXECUTIVE | 21-Feb-07 | ||||
108
|
ALKA AGGARWAL | EXECUTIVE | EXECUTIVE | 21-Feb-07 | ||||
109
|
DIGANTO CHAKRABORTY | EXECUTIVE | EXECUTIVE | 21-Feb-07 | ||||
110
|
MANAV NARULA | EXECUTIVE | EXECUTIVE | 21-Feb-07 | ||||
111
|
NISHA SHARMA | EXECUTIVE | EXECUTIVE | 21-Feb-07 | ||||
112
|
SHAHZIA FATIMA | EXECUTIVE | EXECUTIVE | 21-Feb-07 | ||||
113
|
N. ASHOK KUMAR SINGH | EXECUTIVE | EXECUTIVE | 23-Feb-07 | ||||
114
|
HARDIK MEHTA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
115
|
ANCY KHURANA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
116
|
AMIT KR. SINHA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
117
|
AMIT PANT | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
118
|
DIVITA SHARMA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
119
|
JATIN SHARMA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
120
|
JASPREET SINGH | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
121
|
NIPUN SHARMA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
122
|
ANGAD SINGH | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
123
|
KANIKA SHARMA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
124
|
SUMIT SETHI | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
125
|
KALPANA RAMANI | EXECUTIVE | EXECUTIVE | 7-Mar-07 |
12
126
|
VIMAL SACHDEVA | EXECUTIVE | EXECUTIVE | 7-Mar-07 | ||||
127
|
KARAN KAURA | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
128
|
BHAVUK SETHI | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
129
|
ANUP DUBEY | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
130
|
VISHAL THAKUR | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
131
|
KANUPRIYA GOYAL | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
132
|
HUZENGLUIBO ZELIANG | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
133
|
PARAMDEEP SINGH | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
134
|
AMIT SHARMA | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
135
|
DHROOV PRATAP | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
136
|
SANKALP CHOUDHURY | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
137
|
RADHIKA SHARMA | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
138
|
G.RENUKA | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
139
|
RATAN DEEP SINGH | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
140
|
SAKSHI NASWA | EXECUTIVE | EXECUTIVE | 21-Mar-07 | ||||
141
|
JEEWAN NATH GOSWAMI | EXECUTIVE | EXECUTIVE | 4-Apr-07 | ||||
142
|
ASTHA SONI | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
143
|
SARVESH SAH | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
144
|
SUSAN VARGHESE | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
145
|
TARANPAL KAUR | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
146
|
CECILIA ANTHONY | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
147
|
PRADEEP SINGH BALODA | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
148
|
SABA SIDDIQUI | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
149
|
SHEETAL VERMA | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
150
|
MUSTUFA ALI KHAN | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
151
|
ROHIT ADLAKHA | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
152
|
DHARITRI SARMA | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
153
|
MEENA KUMAR | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
154
|
MANISHA SHARMA | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
155
|
SANDEEP SHARMA | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
156
|
KARTIK SINGHAL | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
157
|
PRABHAT VIJAYI BISHT | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
158
|
NIKITA MALHOTRA | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
159
|
SHWETA SURI | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
160
|
NIKHIL BHARDWAJ | EXECUTIVE | EXECUTIVE | 9-Apr-07 | ||||
161
|
VIDHYA MOLTHAMBY | EXECUTIVE | EXECUTIVE | 10-Apr-07 | ||||
162
|
SAURABH UPADHYAY | EXECUTIVE | EXECUTIVE | 12-Apr-07 | ||||
163
|
SHALINI RISHI | EXECUTIVE | EXECUTIVE | 17-Apr-07 | ||||
164
|
RAHUL ARORA | EXECUTIVE | EXECUTIVE | 23-Apr-07 | ||||
165
|
VANDANA SHARMA | EXECUTIVE | EXECUTIVE | 1-May-07 | ||||
166
|
MADHURI DUTTA | EXECUTIVE | EXECUTIVE | 2-May-07 | ||||
167
|
MOHD. AFFAN KHAN | EXECUTIVE | EXECUTIVE | 2-May-07 | ||||
168
|
PREETHA R. NAIR | EXECUTIVE | EXECUTIVE | 21-May-07 |
13
169
|
MOHIT KUMAR MANCHANDA | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
170
|
GURLEEN KAUR | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
171
|
NEERAJ KUMAR SINGH | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
172
|
ABHISHEK MATHUR | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
173
|
VAIBHAV GUPTA | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
174
|
VIKRANT VIJAYANT SINGH | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
175
|
SUPRATIK CHATTERJEE | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
176
|
ANJALI DHAMIJA | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
177
|
PRIYANKA SHARMA | EXECUTIVE | EXECUTIVE | 29-May-07 | ||||
178
|
SAMEER SETIA | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
179
|
GAGANDEEP KAUR | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
180
|
ANKUSH KUMAR | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
181
|
TARUN KUMAR KOLI | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
182
|
RUCHI SHARMA | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
183
|
ASMA AYAZ | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
184
|
NEHA BABBAR | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
185
|
ANKITA BHADURI | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
186
|
KANIKA KAUSHIK | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
187
|
NATASHA KAPOOR | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
188
|
SUPREET SINGH SANDHU | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
189
|
GINNI ARORA | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
190
|
VAISHALI SINGH | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
191
|
HOMI SHARMA | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
192
|
PARABJEET SINGH | EXECUTIVE | EXECUTIVE | 9-Jul-07 | ||||
193
|
SWATI DHAMIJA | EXECUTIVE | EXECUTIVE | 23-Jul-07 | ||||
194
|
SANDEEP RAJWADE | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
195
|
KIRAN KUMAR CHANDRAKAR | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
196
|
ANUPAM SAKSENA | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
197
|
ROHIT CHOUHAN | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
198
|
RITIKA VOHRA | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
199
|
DIVYA ARORA | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
200
|
KAMAL DEEP VERMA | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
201
|
DEPINDER KAUR | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
202
|
SHWETA SACHDEVA | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
203
|
RENUKA SHARMA | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
204
|
SANDEEP KUMAR GUPTA | EXECUTIVE | EXECUTIVE | 20-Aug-07 | ||||
205
|
MANMEET KAUR | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
206
|
CHANDAN BAJAJ | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
207
|
AAKANKSHA KHURANA | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
208
|
SHARMILA KUMARI GURUNG | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
209
|
KRISHNA BARAN CHAKMA | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
210
|
ISHITA BHATIA | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
211
|
RITU VERMA | EXECUTIVE | EXECUTIVE | 1-Nov-07 |
14
212
|
NEETESH CHOPRA | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
213
|
SWATI SHARMA | EXECUTIVE | EXECUTIVE | 1-Nov-07 | ||||
214
|
MOHAMMED NADEEM | EXECUTIVE INTERNATIONAL OPERATIONS | EXECUTIVE | 10-Dec-07 | ||||
215
|
BHUPINDER PAL SINGH | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
216
|
ISHA SETHI | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
217
|
KAPIL KHEMANI | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
218
|
MONICA LANGOLJAM YUMNAM | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
219
|
MANMEET SINGH SANDHU | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
220
|
REKHA GODARA | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
221
|
RUBI SINGH | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
222
|
NIVEDITA PUNDIR | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
223
|
VIVEK BHOLA | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 | ||||
224
|
SAURABH KHURANA | EXECUTIVE SALES US | EXECUTIVE | 2-Jan-08 |
15
PROCESS | AGENT | |||||||||||||||||
LEVEL | LEVEL | |||||||||||||||||
Average | ||||||||||||||||||
Service | Turn Around | QA | Productivity Per | FCR | Csat | |||||||||||||
PROCESS | Abandon % | Level | Time | Conversion % | Scores | Day | Scores | Scores | ||||||||||
SALES
|
INTERNATIONAL | Yes | Yes | | Yes | Yes | Yes | | | |||||||||
SALES
|
DOMESTIC | Yes | Yes | | Yes | Yes | Yes | | | |||||||||
CUSTOMER
SERVICES
|
INDIA | Yes | Yes | | | Yes | Yes | Yes | Yes | |||||||||
TICKETING
|
INTERNATIONAL | | | Yes | | Yes | Yes | | | |||||||||
TICKETING
|
INDIA | | | Yes | | Yes | Yes | | |
16
|
IT Infra at IBM is designed to deliver 99.95% uptime on annual basis.
|
||
| Architectures are subject to DOT approvals |
| Existing Toll free number at MMTL location will be used for incoming calls | ||
| Calls will be handled by IVR installed at MMTL location. IVR will transfer the call using the MMTLs AVAYA ACD/PBX to IBM over point to point circuits | ||
| IBM will have point to point connectivity between MMTL Gurgaon data center and IBM SDL in Gurgaon, provided by MMTL | ||
| Voice connectivity will be extended to IBM SDL at Gurgaon using VoIP | ||
| AVAYA IP Phones will be used in IBM. All these phones will be configured to connect to AVAYA ACD installed in MMTL Gurgaon location | ||
| Agents at IBM will login into the AVAYA ACD installed at MMTL Gurgaon location | ||
| Agents call recording and reporting will be delivered through MMTL voice infra at Gurgaon location | ||
| Supervisor in IBM will be provided access to MMTL hosted reporting system for extracting contact centre agent reports | ||
| Outbound call will be made out of MMTL voice switch. MMTL to ensure no breach of toll bypass regulation |
17
|
Transfer back to Gurgaon location using MMTL voice switch in Gurgaon
|
||
| Uncompressed voice between MMTL and IBM | ||
| MMTL will continue to host contact centre agent reporting and agent voice recording environment in MMTL DC. IBM will use this environment for agent reporting and recording. | ||
| All charges related to TFN in India (installation, one time setup and recurring usage charges) would be borne by client. |
| Point to Point Data connectivity will be installed between MMTL Data center and IBM Data center | ||
| The same MMTL provided point-to-point circuit will be used for transporting data traffic. Data connectivity will only be setup between MMTL 103 Gurgaon building and IBM Gurgaon building. For US operations same data connectivity will be used. | ||
| Agents at IBM will use the CRM application and portal installed at MMTL Data center using the data connectivity | ||
| Email system/id for MMTL query will be provided by MMTL | ||
| Chat platform will be provided by MMTL |
| Existing Toll free number at MMTL location will be used for incoming calls | ||
| Calls will be handled by IVR installed at MMTL location. IVR will transfer the call using the MMTLs AVAYA ACD/PBX to IBM over point to point circuits | ||
| IBM will have point to point connectivity between MMTL Gurgaon data center and IBM SDL in Chandigarh, provided by MMTL | ||
| Voice connectivity will be extended to IBM SDL at Chandigarh using VoIP | ||
| AVAYA IP Phones will be used in IBM. All these phones will be configured to connect to AVAYA ACD installed in MMTL Gurgaon location | ||
| Agents at IBM will login into the AVAYA ACD installed at MMTL Gurgaon location | ||
| Agents call recording and reporting will be delivered through MMTL voice infra at Gurgaon location | ||
| Supervisor in IBM will be provided access to MMTL hosted reporting system for extracting contact centre agent reports | ||
| Transfer back to Gurgaon location using MMTL voice switch in Gurgaon | ||
| MMTL will continue to host contact centre agent reporting and agent voice recording environment in MMTL DC. IBM will use this environment for agent reporting and recording. | ||
| All charges related to TFN in India (installation, one time setup and recurring usage charges) would be borne by client. |
|
Nortel PBX/ACD will be installed at IBM SDL Chandigarh location
|
||
| PSTL line for outbound calls will be terminated at the same Nortel PBX/ACD for outbound calling | ||
| All charges related to Voice telecom inbound and outbound links in India (installation, one time setup and recurring usage charges) will be borne by MMTL. |
| Point to Point Data connectivity will be installed between MMTL Data center and IBM Data center | ||
| The same MMTL provided point-to-point circuit will be used for transporting data traffic. Data connectivity will only be setup between MMTL 103 Gurgaon building and IBM Chandigarh building. For US operations same data connectivity will be used. | ||
| Agents at IBM will use the CRM application and portal installed at MMTL Data center using the data connectivity | ||
|
Email system/id for MMTL query will be provided by MMTL
|
||
| Chat platform will be provided by MMTL |
18
| Existing Toll free number at MMTL location will be used for incoming calls | ||
| MMTL will provide 2way US PSTN T1 circuit(s) at IBM NY PoP | ||
| Existing TFN will be mapped to the circuit(s) for inbound calls | ||
| Voice connectivity will be extended to IBM SDL at Gurgaon using VoIP | ||
| AVAYA IP Phones will be used in IBM. All these phones will be configured to connect to AVAYA ACD installed in IBM Gurgaon location | ||
| Agents at IBM will login into the AVAYA ACD installed at IBM Gurgaon location | ||
| Agents call recording and reporting will be delivered by IBM voice infra at Gurgaon location | ||
| US bound Outbound call will be made out of same circuit(s) | ||
| No transfer back is required for the process | ||
| All charges related to Voice telecom inbound and outbound links in US (installation, one time setup and recurring usage charges) shall be borne by MMTL. | ||
| IBM has assumed that MMTL would use the shared infrastructure being used by other clients in the same facility. | ||
| IBM has not factored the cost for following in the prices mentioned above : |
¡ | IVR | ||
¡ | Dialer | ||
¡ | CTI Integration |
19
¡ | CRM Solution | ||
¡ | License/Development cost of all Customer specific applications | ||
¡ | Chat and Email platform for customer service |
| International seats for data/app access will leverage connectivity setup for domestic business. | ||
| Outbound calls will be transported through same US T1 circuits provided by MMTL, and transfer back in not required for the process. | ||
| Outbound calls will be transported through same US T1 circuits provided by MMTL, and transfer back in not required for the process. | ||
| Recorded calls only retained for 3 months and then purged. | ||
| All charges related to TFN in US (installation, one time setup and recurring usage charges) would be borne by client. | ||
| Recurring cost of inbound/outbound calls in US will be borne by MMTL. |
| Data connectivity/application access will be same as used for domestic operations | ||
| Agents at IBM will use the CRM application and portal installed at MMTL Data center using the data connectivity | ||
| Email system/id for MMTL query will be provided by MMTL | ||
| Chat platform will be provided by MMTL |
20
Key Milestones | Date | |||||
NCR
|
Contract signing | 5-Mar-08 | ||||
|
In-scope MMTL staff start employment with IBM | 7-Apr-08 | ||||
|
MMTL tools and applications available over internet | 4-Apr-08 | ||||
|
End to End IT set up complete for NCR International | 4-Apr-08 | ||||
|
Go Live at IBM NCR Center Rebadged agents International | 7-Apr-08 | ||||
|
DOT approval obtained for IBM NCR center | 9-May-08 | ||||
|
End to End IT set up complete for NCR Domestic | 23-May-08 | ||||
|
Go Live at IBM NCR Center Rebadged agents Domestic | 26-May-08 | ||||
CHD
|
DOT approval obtained for IBM CHD center | 9-May-08 | ||||
|
End to End IT set up complete for CHD center | 23-May-08 | ||||
|
Go Live at IBM CHD Center Customer Service International & Domestic | 26-May-08 |
1. |
224 HC (220 agents + 4 hierarchy) to be rebadged to IBM
|
||
2. | Transition Ramp Up to happen in 3 phases- |
Phase I- T Plan Intl NCR | |||
Phase II- T Plan Dom NCR | |||
Phase III- T Plan Dom & Intl CHD |
** | Please note that some of the phases would run in parallel | ||
3. | Considering trainer availability based on the ratios considered in the solution Waves within each phase have been spaced out | ||
4. | KT / TTT: It has been assumed that IBM will send a team consisting of heirarchy members to the client site for 1-2 weeks for KT/ Due Diligence/ TTT | ||
5. | Training: |
IBM Induction & Internal training 1 Week | |||
Pre Process & Process training (CS & TS) 4 Weeks | |||
Pre Process & Process training (CS Intl & TS Intl) 5 Weeks | |||
Pre Process & Process training (Ticketing) 3 Weeks | |||
Pre Process & Process training (Ticketing Intl) 4 Weeks |
1. | The week of March 3rd has been assumed as date for closure of Contract/LOI. | |
2. | Timelines subject to change in case there is slippage in approvals/ICAs or commencement date of the project. | |
3. | Cross training has not been factored in | |
4. | It has been assumed that a standard TTT model will apply where the first set of agents and hierarchy would be trained by MMTL trainers/ SMEs and any subsequent IBM agents would be trained by IBM | |
5. | Training material and curriculum will be made available by MMTL | |
6. | It has been assumed that all ramp up batches & attrition backfill agents will be hired in Chandigarh | |
7. | For International business to Go Live in NCR Phase I by April 7th the following assumptions have been considered:- |
a. |
MMTL provides Voice circuits in US (NY) latest by April 4th
|
||
b. | MMTL to ensure that all the applications and tools required by the agents working on the International LOBs are available over the internet latest by April 4th |
8. | For Domestic business to Go Live in NCR- Phase II by May 26th the following assumptions have been considered:- |
21
a. | MMTL provides Point to Point circuits till IBM Gurgaon office latest by May 16th | ||
b. | DOT approval is obtained within 10 weeks (2 weeks for filing of application and 8 weeks for processing and obtaining final approval) of contract signing |
9. | For International and Domestic business Phase III & IV to Go Live in CHD in the week of May 26th the following assumptions have been considered:- |
a. |
MMTL provides Point to Point circuits till IBM CHD office latest by May 16th
|
||
b. | DOT approval is obtained within 10 weeks (2 weeks for filing of application and 8 weeks for processing and obtaining final approval) of contract signing. |
10. |
It has been assumed that 7% of the MMTL staff would not accept rebadging and would attrite.
Hiring requirements in CHD will be calculated based on this and may require a change if the
attrition number changes.
|
|
11. | In this plan, a hiring of Training for 30 agents has been incorporated in the plan for CHD as per MMTL inputs. The LOB break up of the CHD Headcount will be 15 in CS and 15 in Tele Sales |
Agreed to: | Agreed to: | |||||
Make My Trip Private Limited | IBM Daksh Business Process Services Private Limited | |||||
By
|
/s/ Rajesh Magow | By | /s/ Anuj Kumar | |||
|
||||||
Authorized Signature | Authorized Signature | |||||
Name:
|
RAJESH MAGOW | Name: | ANUJ KUMAR | |||
Date:
|
5/03/2008 | Date: | 5 th MARCH, 2008 |
22
REDACTED
|
Confidential Treatment Requested | |
|
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
(i) | Delete Clause 10.2 A (Gurgaon service delivery) in its entirety, and replace as follows : |
LoB/SU
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Customer Service Domestic
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Telesales (Inbound) Domestic
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Ticketing Domestic
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
a. | The rates quoted above are in INR (Indian Rupees) are applicable per Agent per month | ||
b. | On each anniversary of the Effective Date, the price will be adjusted upwards by XXXX for inflation. | ||
c. | Billing shall be done based on the prevailing Seat Utilization (SU) for the month in the process. This shall be computed on a monthly basis. | ||
d. | All applicable taxes and levies shall apply over and above these rates as applicable. However, any income tax or any direct tax related liability will be on account of IBM. MMTL will deduct the relevant withholding tax (TDS) from the regular payments for which it will issue a consolidated annual TDS certificate to IBM. | ||
e. | The actual SU will be rounded off to nearest place of a single decimal e.g. if SU is 2.14 then the pricing applicable will be at SU of 2.1. If the actual SU is 2.15 then pricing will be computed at the SU of 2.2 |
1
REDACTED
|
Confidential Treatment Requested
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
f. | Both MMTL and IBM will put all reasonable efforts to achieve a minimum SU of 2.1. |
LoB / SU
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Customer Service Domestic
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Telesales (Inbound) Domestic
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Ticketing Domestic
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
a. | The rates quoted above are in INR (Indian Rupees) are applicable per Agent per month | ||
b. | On each anniversary of the Effective Date, the price will be adjusted upwards by XXXX for inflation. | ||
c. | Billing shall be done based on the prevailing Seat Utilization (SU) for the month in the process. This shall be computed on a monthly basis. | ||
d. | All applicable taxes and levies shall apply over and above these rates as applicable. However, any income tax or any direct tax related liability will be on account of IBM. MMTL will deduct the relevant withholding tax (TDS) from the regular payments for which it will issue a consolidated annual TDS certificate to IBM. | ||
e. | The actual SU will be rounded off to nearest place of a single decimal e.g. if SU is 2.14 then the pricing applicable will be at SU of 2.1. If the actual SU is 2.15 then pricing will be computed at the SU of 2.2 | ||
f. | Both MMTL and IBM will put all reasonable efforts to achieve a minimum SU of 1.8. | ||
g. | IBM has factored an average salary of INR XXXX per agent per annum across all LoBs in Gurgaon. This is as per the information received from MMTL for the agents to be rebadged. The price shall be updated for any change in this assumption based on the actual data only in respect of incremental changes in relevant average manpower cost. |
2. | This First Amendment is effective as of 05.03.2008. IBM shall bill the incremental agent rates to MMTL with retrospective effect from 05.03.2008. | |
3. | Annexure 1 B of the SoW shall be deleted in its entirety and replaced as follows : |
Billable/ | ||||||||
Sl. No.s | Name | Designation | Date of Joining IBM Daksh | Non Billable | ||||
1
|
Aakanksha Khurana | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
2
|
Abhinav Victor | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
3
|
Abhineet Gogia | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
4
|
Mohd. AFFAN | Ex/ Sr Exec | 5-May-08 | Yes | ||||
5
|
Amit Sharma | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
6
|
Amit Bose | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
7
|
Anjali Dhamija | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
8
|
Angad Singh | Ex/ Sr Exec | 5-May-08 | Yes | ||||
9
|
Ashutosh Sinha | Ex/ Sr Exec | 7-Apr-08 | Yes |
2
3
Ankit Gulati
Ex/ Sr Exec
12-May-08
Yes
Ankita Bhaduri
Ex/ Sr Exec
5-May-08
Yes
Ankita Wadhwa
Ex/ Sr Exec
5-May-08
Yes
Ankur Munjal
Ex/ Sr Exec
7-Apr-08
Yes
Ankush Kumar
Ex/ Sr Exec
5-May-08
Yes
Anuj Mathur
Ex/ Sr Exec
5-May-08
Yes
Anup Dubey
Ex/ Sr Exec
5-May-08
Yes
Anupam Saksena
Ex/ Sr Exec
7-Apr-08
Yes
Anush Kumar
Ex/ Sr Exec
7-May-08
Yes
Arti Puri
Ex/ Sr Exec
7-Apr-08
Yes
Ashok Singh
Ex/ Sr Exec
7-Apr-08
Yes
Ashok Sati
Ex/ Sr Exec
5-May-08
Yes
Deepak Verma
Ex/ Sr Exec
5-May-08
Yes
Asma Ayaz
Ex/ Sr Exec
5-May-08
Yes
Astha Soni
Ex/ Sr Exec
5-May-08
Yes
Bhavuk Sethi
Ex/ Sr Exec
5-May-08
Yes
Bhawna Khanna
Ex/ Sr Exec
5-May-08
Yes
Bhupendra Rana
Ex/ Sr Exec
5-May-08
Yes
Bhupinder Singh
Ex/ Sr Exec
7-Apr-08
Yes
Cecilia Anthony
Ex/ Sr Exec
5-May-08
Yes
Chandan Bajaj
Ex/ Sr Exec
7-Apr-08
Yes
Davinder Juneja
Ex/ Sr Exec
7-Apr-08
Yes
Deepak Shastri
Lead
7-Apr-08
Yes
Deepti Srivastava
Ex/ Sr Exec
7-Apr-08
Yes
Deepak Grover
Lead
15-May-08
Yes
Diganta Chakraborty
Ex/ Sr Exec
5-May-08
Yes
Deepti Khare
Ex/ Sr Exec
5-May-08
Yes
Depinder Kaur
Ex/ Sr Exec
7-Apr-08
Yes
Dharamvir Kansal
AM
7-Apr-08
No
Dharitri Sarma
Ex/ Sr Exec
5-May-08
Yes
Dhroov Pratap
Ex/ Sr Exec
7-Apr-08
Yes
Monodeep Chakravarty
Ex/ Sr Exec
7-Apr-08
Yes
Divita Sharma
Ex/ Sr Exec
5-May-08
Yes
Divya Arora
Ex/ Sr Exec
12-May-08
Yes
G Renuka
Ex/ Sr Exec
7-Apr-08
Yes
Gagandeep Kaur Chawla
Ex/ Sr Exec
5-May-08
Yes
Gaurav Nayyar
Ex/ Sr Exec
7-Apr-08
Yes
George Joseph
Lead QLY
7-Apr-08
Yes
Sakshi Rawal
Ex/ Sr Exec
7-Apr-08
Yes
Harish Kumar
Ex/ Sr Exec
7-Apr-08
Yes
Himani Kohli
Lead
5-May-08
No
Homi Sharma
Ex/ Sr Exec
5-May-08
Yes
Honey Bassi
Ex/ Sr Exec
5-May-08
Yes
4
Huzengluibo Zeliang
Ex/ Sr Exec
7-Apr-08
Yes
Ishita Bhatia
Ex/ Sr Exec
7-Apr-08
Yes
Ishjeet Walia
Ex/ Sr Exec
7-Apr-08
Yes
Jasmine Bhumra
Ex/ Sr Exec
7-Apr-08
Yes
Jaspreet Singh
Ex/ Sr Exec
5-May-08
Yes
Jatin Vij
Ex/ Sr Exec
5-May-08
Yes
Jeewan Goswami
Ex/ Sr Exec
5-May-08
Yes
Juhi Garg
Ex/ Sr Exec
7-Apr-08
Yes
Jyotsna Ramani
AM
5-May-08
No
Kajal Thokchom
Ex/ Sr Exec
5-May-08
Yes
Kamal Katyal
Ex/ Sr Exec
5-May-08
Yes
Kamaldeep Verma
Ex/ Sr Exec
7-Apr-08
Yes
Kanika Sharma
Ex/ Sr Exec
5-May-08
Yes
Kanika Talreja
Ex/ Sr Exec
5-May-08
Yes
Kanupriya Goyal
Ex/ Sr Exec
7-Apr-08
Yes
Kapil Khemani
Ex/ Sr Exec
7-Apr-08
Yes
Kapil Gera
Ex/ Sr Exec
7-Apr-08
Yes
Karan Kaura
Ex/ Sr Exec
7-Apr-08
Yes
Kartik Singhal
Ex/ Sr Exec
5-May-08
Yes
Kavita Sakpal
Ex/ Sr Exec
7-Apr-08
Yes
Kiran Chandrakar
Ex/ Sr Exec
5-May-08
Yes
Krishna Chakma
Ex/ Sr Exec
7-Apr-08
Yes
Madhuri Dutta
Ex/ Sr Exec
5-May-08
Yes
Malcolm Sadir
Ex/ Sr Exec
7-Apr-08
Yes
Mamta Bassi
Ex/ Sr Exec
5-May-08
Yes
Manav Narula
Ex/ Sr Exec
7-May-08
Yes
Manish Kumar
Ex/ Sr Exec
5-May-08
Yes
Manisha Sabharwal
Ex/ Sr Exec
7-Apr-08
Yes
Manisha Sharma
Ex/ Sr Exec
5-May-08
Yes
Manmeet Kaur
Ex/ Sr Exec
7-Apr-08
Yes
Manmeet Sandhu
Ex/ Sr Exec
7-Apr-08
Yes
Meena
Ex/ Sr Exec
5-May-08
Yes
Meenakshi Jha
Ex/ Sr Exec
7-Apr-08
Yes
Meenu Kharbanda
Ex/ Sr Exec
5-May-08
Yes
Amit Pant
Ex/ Sr Exec
5-May-08
Yes
Mohammad Samiq
AM
7-Apr-08
No
Mohammad Nadeem
Ex/ Sr Exec
7-Apr-08
Yes
Mohd Saud
AM
7-Apr-08
No
Mohit Manchanda
Ex/ Sr Exec
7-Apr-08
Yes
Mohit Kumar
Lead
5-May-08
Yes
Monica Langoljam
Ex/ Sr Exec
7-Apr-08
Yes
Monika
Ex/ Sr Exec
5-May-08
Yes
Gurleen Kaur
Ex/ Sr Exec
7-Apr-08
Yes
5
Naseer Rizvi
Ex/ Sr Exec
5-May-08
Yes
Natasha Kapoor
Ex/ Sr Exec
5-May-08
Yes
Neeraj Singh
Ex/ Sr Exec
7-Apr-08
Yes
Neetesh Chopra
Ex/ Sr Exec
7-Apr-08
Yes
Neha Babbar
Ex/ Sr Exec
5-May-08
Yes
Nikhil Sood
Ex/ Sr Exec
5-May-08
Yes
Nikita
Ex/ Sr Exec
5-May-08
Yes
Nipun Sharma
Ex/ Sr Exec
5-May-08
Yes
Nikita Ahluwalia
Ex/ Sr Exec
5-May-08
Yes
Nivedita Pundir
Ex/ Sr Exec
7-Apr-08
Yes
Nupur Singh
Lead
5-May-08
No
Meesam Zaidi
Ex/ Sr Exec
7-May-08
Yes
Pankaj Chopra
Lead QLY
5-May-08
No
Paramdeep Singh
Ex/ Sr Exec
7-Apr-08
Yes
Parbjeet Singh
Ex/ Sr Exec
5-May-08
Yes
Parul Nigam
Ex/ Sr Exec
7-Apr-08
Yes
Parvez Khan
Lead
5-May-08
No
Payal Arora
Ex/ Sr Exec
7-May-08
Yes
Prabhas Kumar
Ex/ Sr Exec
5-May-08
Yes
Prabhat Bisht
Ex/ Sr Exec
5-May-08
Yes
Prabjot Singh
Ex/ Sr Exec
7-Apr-08
Yes
Pradeep Hazarika
Ex/ Sr Exec
7-Apr-08
Yes
Pradeep Baloda
Ex/ Sr Exec
5-May-08
Yes
Pragya Shah
AM
7-Apr-08
Yes
Prateek Nayak
Lead
5-May-08
No
Preetha Nair
Ex/ Sr Exec
7-Apr-08
Yes
Pallavi Gupta
Ex/ Sr Exec
5-May-08
Yes
Priyanka Sharma
Ex/ Sr Exec
7-Apr-08
Yes
Priyanka Singh
Ex/ Sr Exec
7-Apr-08
Yes
Puneet Garg
Lead
5-May-08
No
Radhika Sharma
Ex/ Sr Exec
5-May-08
Yes
Priya Sehgal
Lead
17-May-08
Yes
Rahul Arora
Ex/ Sr Exec
5-May-08
Yes
Rais Ahmed
Ex/ Sr Exec
7-Apr-08
Yes
Rajat Mishra
AM
5-May-08
No
Rajvinder Kaur
Ex/ Sr Exec
7-Apr-08
Yes
Ramanarayanan S
Ex/ Sr Exec
5-May-08
Yes
Rashmi Srivastava
Ex/ Sr Exec
5-May-08
Yes
Ratandeep Singh
Ex/ Sr Exec
7-Apr-08
Yes
Rehan Khan
Ex/ Sr Exec
7-Apr-08
Yes
Rekha Godara
Ex/ Sr Exec
7-Apr-08
Yes
Renuka Sharma
Ex/ Sr Exec
5-May-08
Yes
Richa Sharma
Lead
5-May-08
Yes
6
Ritika Vohra
Ex/ Sr Exec
5-May-08
Yes
Roby Mathew
Lead
7-Apr-08
Yes
Rohit Adlakha
Ex/ Sr Exec
5-May-08
Yes
Rohit Chouhan
Ex/ Sr Exec
5-May-08
Yes
Rohit Ranjan
Ex/ Sr Exec
5-May-08
Yes
Romi Chauhan
Ex/ Sr Exec
5-May-08
Yes
Roopinder Yadav
Ex/ Sr Exec
5-May-08
Yes
Rubi Singh
Ex/ Sr Exec
7-Apr-08
Yes
Ruchika Dhadwal
Ex/ Sr Exec
5-May-08
Yes
Saba Siddiqui
Ex/ Sr Exec
5-May-08
Yes
Sachin Chugh
Ext Sr Exec
5-May-08
Yes
Sakshi Naswa
Ex/ Sr Exec
7-Apr-08
Yes
Sakshi Sharma
Ex/ Sr Exec
7-Apr-08
Yes
Rahul Dutt
AM
7-May-08
No
Sameer Mehra
Ex/ Sr Exec
7-Apr-08
Yes
Sameer Setia
Ex/ Sr Exec
5-May-08
Yes
Sandeep Gupta
Ex/ Sr Exec
7-Apr-08
Yes
Sandeep Rajwade
Ex/ Sr Exec
7-Apr-08
Yes
Sandeep Sharma
Ex/ Sr Exec
5-May-08
Yes
Sankalp Choudhury
Ex/ Sr Exec
7-Apr-08
Yes
Santosh Singh
Ex/ Sr Exec
5-May-08
Yes
Saurabh Khurana
Ex/ Sr Exec
7-Apr-08
Yes
Saurabh Upadhyay
Ex/ Sr Exec
5-May-08
Yes
Shahzia Fatima
Ex/ Sr Exec
5-May-08
Yes
Shailesh Dhyani
Lead
17-May-08
Yes
Shalini
Ex/ Sr Exec
5-May-08
Yes
Sharmila Gurung
Ex/ Sr Exec
7-Apr-08
Yes
Shashank Sudan
Ex/ Sr Exec
5-May-08
Yes
Sheetal Verma
Ex/ Sr Exec
5-May-08
Yes
Shweta Suri
Ex/ Sr Exec
5-May-08
Yes
Sindhu Bhaskaran
Ex/ Sr Exec
5-May-08
Yes
Sumit Sethi
Ex/ Sr Exec
5-May-08
Yes
Supreet Sandhu
Ex/ Sr Exec
5-May-08
Yes
Swapnil Gupta
AM
5-May-08
No
Swati Sharma
Ex/ Sr Exec
7-Apr-08
Yes
Swati Dhamija
Ex/ Sr Exec
5-May-08
Yes
Sweta Singh
Lead QLY
5-May-08
No
Taranpal Kaur
Ex/ Sr Exec
5-May-08
Yes
Tarun Kumar
Ex/ Sr Exec
5-May-08
Yes
Tenzin Kalsang
Ex/ Sr Exec
5-May-08
Yes
Timsy Arora
Ex/ Sr Exec
5-May-08
Yes
Tshering Bhutia
Ex/ Sr Exec
5-May-08
Yes
Tushar Kapil
Ex/ Sr Exec
5-May-08
Yes
182
|
Vaibhav Gupta | Ex/ Sr Exec | 5-May-08 | Yes | ||||
183
|
Vandana | Ex/ Sr Exec | 5-May-08 | Yes | ||||
184
|
Vijay Singh | AM | 7-Apr-08 | No | ||||
185
|
Vijay Dubey | Ex/ Sr Exec | 5-May-08 | Yes | ||||
186
|
Vikas Menon | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
187
|
Vikas Gaurav | Lead | 5-May-08 | Yes | ||||
188
|
Vikash | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
189
|
Vimal Sachdeva | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
190
|
Vishal Thakur | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
191
|
Vishal Kapoor | Ex/ Sr Exec | 5-May-08 | Yes | ||||
192
|
Vivek Bhola | Ex/ Sr Exec | 7-Apr-08 | Yes | ||||
193
|
Zubair Ahmed | Lead | 5-May-08 | Yes | ||||
194
|
Nikhil Bhardwaj | Ex/ Sr Exec | 14-May-08 | Yes | ||||
195
|
Parvesh Kumar Sharma | Ex/ Sr Exec | 12-May-08 | Yes | ||||
196
|
Vidhya Molthamby | Ex/ Sr Exec | 15-May-08 | Yes | ||||
197
|
Amit Kr Sinha | Ex/ Sr Exec | Yet to Join | Yes | ||||
198
|
Ginni Arora | Ex/ Sr Exec | 3-Jun-08 | Yes | ||||
199
|
Asha Kumari | Ex/ Sr Exec | 15-May-08 | Yes | ||||
200
|
Shweta Sachdeva | Ex/ Sr Exec | Yet to Join | Yes | ||||
201
|
Sarvesh Sah | Ex/ Sr Exec | 12-May-08 | Yes |
For IBM Daksh Business Process services Pvt. Ltd | ||||
|
||||
Sign:
|
/s/ Chandrasekar Thyagarajan | |||
Name:
|
CHANDRASEKAR THYAGARAJAN | |||
Title:
|
CHIEF FINANCIAL OFFICER | |||
Date:
|
July 1, 2008 | |||
|
||||
For MakeMyTrip India Pvt Ltd | ||||
|
||||
Sign: :
|
/s/ Rajesh Magow | |||
Name: :
|
RAJESH MAGOW | |||
Title: :
|
CFO | |||
Date:
|
July 16, 2008 |
7
1
REDACTED |
Confidential Treatment Requested
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
2
REDACTED |
Confidential Treatment Requested
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
LoBs
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||
Customer Service
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||
Telesales
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||
Ticketing
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
LoBs
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||
Customer Service
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||
Telesales
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||
Ticketing
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
LoBs
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||
Customer Service
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||
Telesales
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||
Ticketing
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
LoBs
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||
Customer Service
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||
Telesales
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||
Ticketing
|
XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
3
| Both Parties shall mutually agree to the Targets for Performance Indicators (KPIs) for Process wise measurement of IBMs performance for the India Sales process. Such targets shall be agreed by 31st of August 2009. Till such time, existing Targets and Rewards / Penalty as listed in Appendix I hereto shall apply. | |
| Once Parties agree to the new Targets for India Sales process, Rewards / Penalty shall apply as per Appendix II. In case the Parties are not able to reach agreement on the Targets for Sales processes within the said time period, no R eward s / P enalty shall apply from September 1 2009 on the India Sales Process till such time the Parties agree on new Targets. |
| Targets and Rewards / Penalty for all LoBs except India Sales shall be applicable as listed in Appendix I. | |
| Targets for the KPIs for the India Sales processes shall be discussed between the Parties and revised, if required based on mutual agreement, every calendar quarter. Such discussion shall commence 30 days prior to the start of the quarter, for which targets are to be discussed. In all good faith, if the Parties are unable to agree to change in targets, targets for the previous quarter shall apply. |
8. | Except for the amendments stated under Clauses 1 to 7 above, all other terms of the MSA and Statement of Work and First Amendment shall remain unchanged and in full force and effect between the Parties. |
9. | This Second Amendment read together with the Agreement reflects the complete understanding between the Parties, superseding all prior oral or written communications between the parties relating to this subject. This Second Amendment is incorporated into and deemed to be part of the Agreement. |
4
For IBM Daksh Business Process services Pvt. Ltd
|
|||||
Sign: | /s/ CHANDRASEKAR THYAGARAJAN | ||||
Name: | CHANDRASEKAR THYAGARAJAN | ||||
Title: | DIRECTOR-FINANCE | ||||
Date: | JULY 28, 2009 | ||||
For MakeMyTrip India Pvt Ltd
|
|||||
Sign: | /s/ Vikas Bhasin | ||||
Name: | Vikas Bhasin | ||||
Title: | Financial Controller | ||||
Date: | JULY 28, 2009 | ||||
5
REDACTED
|
Confidential Treatment Requested | |
|
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
6
REDACTED
|
Confidential Treatment Requested | |
|
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
Metrics | SL Target | Measurement Criteria | Reward% | Penalty% | Tolerance | Reward | Penalty | Remarks | ||||||||
Voice Calls | If Actual Delivery is | |||||||||||||||
Abandon*
|
XXXX | (Calls abandoned) less calls in Threshold over Calls offered = (Calls Abandoned over threshold * / calls offered} | XXXX | XXXX | XXXX | <= Target | > Target | 1. In SLs penalty will not apply if the Forecast is not made available on a regular basis as agreed in the contract, penalties will also not apply in case actual volumes are more than XXXX of the locked forecast for the month or for the period that the volumes were higher than XXXX will be excluded from any penalty on account of the missed SLs. | ||||||||
2. AHT for capacity planning should be the current baselined AHT - 360 Seconds (Voice Calls) | ||||||||||||||||
3. In case the Volumes offered for the month are in excess of the Forecasted numbers by XXXX, the Abandonment parameters will not be considered for Penalty | ||||||||||||||||
4. The Monthly forecast will be broken down to a daily number and shared with MMTL incase offered calls are over XXXX of the daily forecast, that day will not be considered for Monthly Ab % penalty calculations but will be considered for rewards. The daily forecasts will be further broken down into an interval level forecast and shared with MMTL, incase the volumes offered are in excess of the projected numbers for any interval, that interval will be excluded for Penalty calculations. | ||||||||||||||||
5, The Billable agents / Login Hours to be signed off by MMTL would be considered | ||||||||||||||||
|
||||||||||||||||
GPM %**
|
XXXX | (GPM attained / total sales)*100 | XXXX | XXXX | XXXX | > Target + XXXX | < Target - XXXX | Target GPM% to be shared basis season / off season and also based on impact of competition pricing as both the team agrees that this metric has an impact due to season, competition & Airline and Vendor Contracts of MMTL | ||||||||
|
||||||||||||||||
Conversion%**
|
XXXX | (Number of dockets (1 sale) / total contacts handled) * 100 | XXXX | XXXX | XXXX | > Target + XXXX | < Target - XXXX | Conversion target to be decided basis season/off season and also based on impact of competition pricing & airline and vendor contracts of MMTL. | ||||||||
|
||||||||||||||||
Losses
|
XXXX | (Number of Losses attributed to an agent error) / total contacts) * 100 | | XXXX | XXXX | | > Target + XXXX | Actual against target will be calculated as (Number of Losses attributed to an agent error) / total contacts)* XXXX. For this calculation Overall Target for all LOBs besides PSI would be at XXXX and PSI at XXXX. This metric would attract Penalties only if the overall loss% goes above XXXX & PSI isXXXX. Target is to be reviewed after 3 months of putting this as a metric as a part of the SL grid. Data source for all losses attributed to agent would be the Navision loss grid. Every loss will be analyzed on a case to case basis and will be a part of the loss count only if it is ascertained that the issue was directly in control of an IBM agent. | ||||||||
|
||||||||||||||||
Escalations
|
XXXX |
Escalation is defined as one
coming from an End Customer which
is due to an IBM agent error
All Escalations to be analyzed on a case to case basis and Penalties to be applicable only if it is ascertained that the issue was directly in control of an IBM agent |
| XXXX | XXXX | | >Target XXXX |
1. Escalations - for measurement of end
customer escalation the data source would be
end customer escalations sent across to the
share.feedback DL
2. The formula for measuring escalation % would be Total escalations divided by Total Transactions (Calls + Chats + Back office) for the month |
||||||||
|
||||||||||||||||
*
Threshold for Calls is 20 Seconds
|
XXXX | XXXX | ||||||||||||||
**
GPM% and
Conversion% targets are based on assumption that
current Agent Incentive Plan from Make My Trip will continue |
7
REDACTED
|
Confidential Treatment Requested | |
|
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
Metrics | SL Target | Measurement Criteria | Reward% | Penalty% | Tolerance | Reward | Penalty | Remarks | ||||||||
Voice Calls | If Actual Delivery is | |||||||||||||||
Abandon
|
XXXX | Percentage of calls abandoned less calls abandoned in Threshold over calls offered = (Calls Abandoned over threshold / calls offered) | XXXX | XXXX | XXXX | < = Target | >Target |
1. SLS will not apply if the Forecast is not made available on a regular basis as agreed
in the contract, SLs will also not apply in case actual volumes are more than XXXX of the
locked forecast for the month or for the period that the volumes were higher than
XXXX will be excluded from any penalty on account of the missed SLs.
2. AHT for capacity planning should be the current baselined AHT 430 Seconds (Voice Calls) 3. In case the Volumes offered for the month are in excess of the Forecasted numbers by XXXX, the Abandonment parameters will not be considered for Penalty 4. The Monthly forecast will be broken down to a daily number and shared with MMTL incase offered calls are over XXXX of the daily forecast, that day will not be considered for Monthly Ab% penalty calculations but will be considered for rewards. The daily forecasts will be further broken down into an interval level forecast and shared with MMTL, in case the volumes offered are in excess of the projected numbers for any interval will be excluded for Penalty calculations. 5. The Billable agents / Login Hours to be signed off by MMTL would be considering these |
||||||||
Service Levels
|
XXXX of calls answered in 20 seconds Threshold | % of calls answered in 20 seconds over calls offered = (Calls Answered in 20 seconds / Calls Offered-Calls Abandoned in Threshold) | XXXX | XXXX | XXXX | >Target + XXXX | < Target + XXXX | |||||||||
|
||||||||||||||||
Backoffice
|
||||||||||||||||
|
||||||||||||||||
E-Mails
|
All Cases to be handled on a FIFO basis | XXXX | XXXX | XXXX | XXXX | XXXX |
1. SLs, will not apply if the Forecast is not made available on a regular basis as agreed
in the contract, SLs will also not apply in case actual volumes are more than XXXX of the
locked forecast for the month or for the period that the volumes were higher than XXXX
will be excluded from any penalty an account of the missed SLs.
2. The monthly forecast will be broken down into a daily forecast and shared with MMTL and in case the actual offered is more than XXXX of the days forecast, the pending cases will not be considered for penalty. 3. In case the pending is missed on account of factors that are beyond IBMs control, those cases will be excluded from the pending calculations 4. SL will be calculated as (Total cases received No. of cases over forecast) /Total Transactions Processed |
|||||||||
Follow Ups
(Service) |
||||||||||||||||
Callback
|
||||||||||||||||
FPR
|
||||||||||||||||
Schedule
Change |
||||||||||||||||
Online
Cancellation |
||||||||||||||||
International
Payment Follow-up |
||||||||||||||||
Rejection Queue
|
||||||||||||||||
Complaint
|
||||||||||||||||
Section Queue
(Escalated to
Deptt.)
|
||||||||||||||||
Follow-up Queue
|
||||||||||||||||
Loss Queue
|
||||||||||||||||
|
||||||||||||||||
Transaction
Monitoring |
XXXX | Quality Form | XXXX | XXXX | XXXX | > Target + XXXX | < Target XXXX |
Scores for Transaction Monitoring to include only agents that have completed 90 days
on floor after they go live in the respective LOB
Any Changes in methodology(Transaction monitoring, CSAT&FCR) will need to be agreed and signed off and needs to be baselined before agreeing as a target R&P calculation For CSAT & FCR Scores to be considered only for cases which can clearly be attributed as agent controllable and will be calculated on a case to case basis For CSAT the agreed step up target to be taken into account for R&P. Rewards to be applicable only post achieving XXXX |
||||||||
FCR
|
XXXX | Based on VOC data - cases which are beyond an agents control to be taken off from calculations | XXXX | XXXX | XXXX | > Target + XXXX | < Target XXXX | |||||||||
CSAT
|
Step up Target* | Top 3 Boxes | XXXX | XXXX | XXXX | > Target + XXXX | < Target XXXX | |||||||||
|
||||||||||||||||
Losses
|
XXXX | (Number of Losses attributed to an agent error) /total contacts) *100 | | XXXX | XXXX | |
> Target+
XXXX |
Actual against target will be calculated as (Number of Losses attributed to an agent error) / total contacts) * 100. For this calculation Overall Target for all LOBs besides PSI would be at XXXX and PSI at XXXX. This metric would attract Penalties only if the overall Loss% goes above XXXX & PSI is XXXX. Target is to be reviewed after 3 months of putting this as a metric as a part of the SL grid. Data source for all losses attributed to agent would be the Navisian loss grid. Every loss will be analyzed on a case to case basis and will be a part of the loss count only If it is ascertained that the issue was directly in control of an IBM agent. | ||||||||
|
||||||||||||||||
Escalations
|
XXXX |
Escalation is defined as
one coming from an End
Customer which is due to
an IBM agent error
All Escalations to be analyzed on a case to case basis and Penalties to be applicable only if it is ascertained that the issue was directly in control of an IBM agent |
| XXXX | XXXX | <Targat + XXXX | >Target + XXXX |
1. Escalations Formeasurement of end customer escalations the data source would
be end customer escalations sent across to the share.feedback DL
2. The formula for measuring escalations % would be Total escalations divided by Total Transactions (Calls + Chats +Back office) for the month |
||||||||
|
||||||||||||||||
*
Threshold for Calls is 20 Seconds
|
XXXX | XXXX | ||||||||||||||
**
There is no Tracking mechanism available for any of the above backoffice activities. Till the
time a proper date & time stamp reporting mechanism is available the reporting would be manually
based.
|
8
There is no Tracking Mechanism available for any of the above activities either through GDS
(Amadeus/Abacus) or through Navision. Till the time a proper date & time stamp reporting
mechanism is available the reporting would be manually based.
|
Cases where TAT is missed due to external factors beyond the control of the Ticketing Team will not be considered while calculating TAT for a particular metric | |||||||
9
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|
Confidential Treatment Requested | |
|
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
Additional per Agent | ||||||||||||||||||||
Chandigarh
|
XXXX | XXXX to XXXX | XXXX | XXXX | XXXX | |||||||||||||||
Sales Ex India
|
XXXX | XXXX | XXXX | XXXX | XXXX |
Additional per Agent | ||||||||||||||||||||
Gurgaon
|
XXXX | XXXX to XXXX | XXXX | XXXX | XXXX | |||||||||||||||
Sales Ex India
|
XXXX | XXXX | XXXX | XXXX | XXXX |
| Scenario 1 : IBM achieves the agreed Performance targets in Sales LoBs (Performance between XXXX to XXXX) : Payment as per the XXXX to XXXX slab | ||
| Scenario 2 : IBM over achieves the agreed Performance targets in Sales LoBs (Performance > XXXX but < XXXX) : Payment as per the XXXX slab | ||
| Scenario 3 : IBM over achieves the agreed Performance targets in Sales LoBs (Performance > XXXX but < XXXX) : Payment as per the XXXX slab | ||
| Scenario 4 : IBM over achieves the agreed Performance targets in Sales LoBs (Performance > XXXX) : Payment as per the XXXX slab | ||
| Scenario 5 : IBM under achieves the agreed Performance targets in Sales LoBs (Performance < XXXX) : Payment as per the XXXX slab |
10
REDACTED
|
Confidential Treatment Requested
The portions of this document marked by XXXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
1. | Tecnovate is engaged in the business of providing Information Technology Enabled Services including Business Process Outsourcing services from its call centers at various locations in the country and has represented to Client that it has the requisite skill, knowledge, experiences, expertise, infrastructure and capability to render the mentioned services; | |
2. | Relying on the representations made by Tecnovate, Client is desirous of availing services offered by Tecnovate as per terms and conditions of this Agreement; and the Parties have agreed to the following terms and conditions for services of Tecnovate to Client. |
Page 1 of 11
REDACTED
|
Confidential Treatment Requested
The portions of this document marked by XXXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
a. | references to persons shall include, as relevant, individuals, bodies corporate (wherever incorporated), unincorporated associations, trusts, partnerships and proprietorships; | |
b. | references to one gender include all genders; | |
c. | any reference to any enactment, statutory provision, rule or regulation is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted; | |
d. | words in the singular shall include the plural and vice versa; | |
e. | the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement or specified sections of this Agreement, as the case may be; | |
f. |
each capitalized term used herein has the meaning assigned to such term herein;
|
|
g. | or is not exclusive; | |
h. | the words include, includes and including shall be deemed to be followed by the phrase without limitation. |
1. | Scope of Service |
a. | The services to be provided by Tecnovate under this Agreement are more particularly described in Annexure A annexed hereto (hereinafter referred to as the Services ). This Annexure A includes the scope, location and duration of Services and all the other operational requirements related to Services. | |
b. | Tecnovate acknowledges and confirms that this Agreement does not exclude or prevent either Tecnovate or Client in their respectively dealing, or entering into any similar or other arrangements, including for any services, with third parties. This Agreement does not confer any exclusivity of arrangement between Client and Tecnovate. |
2. | Term |
a. | Unless terminated earlier in accordance with provisions contained in clause 13 of this Agreement, Parties agree to enter into this Agreement for a period of One (01) year ( Term ). Parties agree that the first four months of the Term will be a Pilot Phase and the Parties will review the terms of the SOW after the Pilot Phase and enter into another SOW for the remaining Term. | |
b. | Should a Party wish to renew this Agreement after the Term or a Renewal Term (as the case may be), such Party shall give the other Party a request in writing to renew the Agreement, in all events within two (2) months prior to the expiration of the Term or the Renewal Term (as the case may be) of the Agreement. The Parties will thereafter negotiate the terms and conditions that will apply to the renewal term (each a Renewal Term) one (1) month prior to the expiration of the Term or the Renewal Term (as the case may be) of the Agreement. The Term and all Renewal Terms are cumulatively referred to as the Term. It is agreed between the parties that there will be a year on year escalation of XXXX in the agreed fees under Annexure B. |
3. | Consideration |
a. | Tecnovate will submit monthly invoices to Client for Services performed in the previous calendar month. | |
b. | Notwithstanding anything contained herein, each undisputed invoice will be paid by Client |
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within twenty-one (21) calendar days from receipt of the invoice. Client shall be liable to pay interest at the rate of 2% per month from the due-date of payment of invoice until the date of payment of all past due and outstanding balances on a monthly basis. | ||
c. | If Client in good faith disputes any portion of any invoice, Client shall submit to Tecnovate within fifteen (15) calendar days following receipt of invoice, written documentation identifying and substantiating the disputed amount. Tecnovate and Client agree to use their respective commercially reasonable efforts to resolve any dispute within ten (10) calendar days after Tecnovate receives written notice of dispute from Client. Any disputed amounts resolved in favor of Client shall be adjusted while making payment of the disputed invoice. Any disputed amounts determined to be payable to Tecnovate shall be due within seven (7) calendar days of the resolution of the dispute. | |
d. | The charge agreed for the Services under this Agreement, any SOW thereto, shall be exclusive of any taxes or service taxes but subject to withholding taxes payable under the relevant tax and revenue laws of the concerned Party. |
4. | Obligations of Parties |
a. | Tecnovate will undertake the transition of Services from Clients existing location within the period as may be mutually agreed under a SOW. | |
b. | Client is responsible for providing all software applications to Tecnovate and the required connectivity of such applications to Tecnovates offices/ sites as stated under the relevant SOW. | |
c. | It is agreed between the Parties that all calls will be routed to Tecnovate by Client as detailed in the respective Statement of Work/s with Tecnovates personnel logging onto Clients Automated Call Distribution system. All permissions and access shall be duly provided by Client to Tecnovate personnel for such logging on. |
5. | Representations and Warranties |
Each Party represents and warrants that: |
a. | It has all requisite power and authority to execute, deliver and perform its obligations hereunder; | |
b. | It has complied with and shall comply with all applicable laws and that neither Party shall have the obligation to verify whether or not the other Party has acted in accordance therewith; | |
c. | The licenses and products, including but not limited to software and application software provided by it for performance of Services under this Agreement, do not infringe the intellectual property right(s) of any third party; and | |
d. | It is not a party to any agreement with a third party, the performance of which is likely to affect adversely its ability or the ability of the other party to perform fully its respective obligations hereunder. |
Tecnovate hereby further represents and warrants that: |
a. | It shall deploy and engage suitably experienced and competent personnel as may reasonably be required for the performance of the Services or as detailed and agreed upon under Annexure A; | |
b. | All employees engaged by Tecnovate shall be in sole employment of Technovate and |
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Technovate shall be solely responsible for their salaries, wages, statutory payments, etc. That under no circumstances shall Client be liable for any payment or claim or compensation (including but not limited to compensation on account of injury/death/termination) of any nature to the employees and personnel of Tecnovate; | ||
c. | It shall be responsible for all negotiations with personnel relating to salaries and benefits, and shall be responsible for assessments and monitoring of performance and for all disciplinary matters; | |
d. | It shall regularly provide updates to Client with respect to the Services and shall regularly interact with the personnel designated by Client to discuss and review its performance at such intervals as may be agreed between the Parties; and | |
e. | It shall use all reasonable steps to ensure that Services to be rendered hereunder will be of quality and standards as mutually agreed between the Parties from time to time. |
Client hereby further represents and warrants that: |
a. | The Client acknowledges and agrees that the Tecnovate is relying on the accuracy of the information and instructions supplied by the Client, and other requirements specified by the Client (cumulatively, the Processing Norms), to perform the Services mentioned in this Agreement or any Annexure. In the event the Processing Norms are not accurate or are found to be inadequate, the Client shall promptly notify the Tecnovate of any such deficiency and the Client will use its best efforts to remedy the situation in a timely manner. The Tecnovates inability to perform the Services as a result of any such inaccuracy or inadequacy in the Processing Norms will not relieve the Client of its payment obligations hereunder and will not constitute a breach by the Tecnovate of this Agreement. The Tecnovate shall be entitled to rely on and act in accordance with the Processing Norms and shall not incur any liability for claims, losses or damages that arise as a result of the Tecnovates compliance with the Processing Norms and the Client shall indemnify the Tecnovate from and against any and all Claims arising out of or in connection with the above. | |
EXCEPT FOR THE EXPRESS WARRANTIES MADE OR REFERENCED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE, QUALITY, COURSE OF DEALINGS, USAGE OF TRADE, ACCURACY, QUIET ENJOYMENT OR NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. |
6. | Ramp up And Ramp Down |
Timelines for any ramp up beyond 5% of the approved FTE at any given point needs to be discussed and mutually agreed upon. Any ramp down beyond 5% needs to be intimated in writing with a minimum of sixty (60) days advance notice or payment in advance for the same except for the Customer Service Process. Subject to clause 14 (a), for the Customer Service Process, any ramp down beyond 5% needs to be intimated in writing with a minimum of thirty (30) days notice or payment in advance for the same. |
7. | Indemnification |
Each Party hereby undertakes and agrees to keep and hold one another indemnified and harmless against any direct losses, legal proceedings (including legal fees), damages, charges, expenses, claims, liabilities, penalty or fine, which may be caused to or suffered by or made or taken against the other Party arising out of: |
a. | The breach, default or non-performance of this Agreement by the defaulting Party and/or its personnel; |
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b. | Non compliance with any statutory or legal requirements by the defaulting Party and/or its personnel; | |
c. | Any improper or negligent performance, act of commission or omission by the defaulting Party and/or any of its personnel or due to any accident leading to a third party liability; and | |
d. | Infringement of intellectual property rights of a third party for use or operation of any licenses and products, including but not limited to software licenses provided by the defaulting Party for provision of Services under this Agreement by Tecnovate. |
8. | Limitation of Liability |
a. | Subject to Section 8(b) below, under no circumstances will either Party be liable to the other Party with respect to any subject claim arising out of or in connection with this Agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any special, indirect, consequential or exemplary damages (including but not limited to loss of revenue, or good will, or anticipated profits, or lost business), and even if such Party has been advised of the possibility of such damages. | |
b. | Notwithstanding anything contained in clause 8(a) above, the liability of each party shall be equal to actual costs/expenses incurred by the other party in settling any such claims. However, Parties agree that, during the first anniversary of the Agreement, and every 12-month period thereafter, the maximum liability of either party under this Agreement for any cause whatsoever shall not exceed three months remuneration paid by Client to Tecnovate. | |
c. | Tecnovate shall not be liable: |
| for any losses in respect of any matter, act, omission or circumstances (or any combination thereof) (including, for the avoidance of doubt, the aggravation of a matter or circumstance) to the extent that a claim or loss would not have occurred but for the passing of or any change in or change in interpretation of any law, including any increase in the rates of taxes and any withdrawal of relief from taxes not actually (or prospectively) in effect as of date. | ||
| in respect of any claim to the extent that any losses arising from such claim are covered by a policy of insurance in force as of date and payment is made by the insurer or would have been made if a claim had been submitted under such policy. |
9. | Confidentiality |
a. | Either party hereby agrees and undertakes to maintain utmost confidentiality with respect to all commercial and any other information, documents, data, procedures, processes, papers, plans, statements, trade secrets and/or any such information in connection with the business of the other Party, whether written, oral or in any other form (hereinafter referred to as the Confidential Information) furnished by one Party (Disclosing Party) to the other Party (Receiving Party) or which comes within the knowledge or possession of the Receiving Party or its personnel, as a result of association with Disclosing Party under this Agreement. The Receiving Party shall take necessary precautions, acceptable to Disclosing Party to keep the Confidential Information secret and confidential. | |
b. | The Confidential Information shall not be used by the Receiving Party or its personnel for any purpose other than pursuant to or for the purpose of this Agreement, and, in particular, the Receiving Party shall not use the Confidential Information for its own benefit. | |
c. | The Receiving Party shall ensure that its personnel do not divulge any Confidential Information to any person in any manner irrespective of whether this Agreement continues to |
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subsist or has expired or terminated. |
d. | Notwithstanding any thing to the contrary stipulated in this Agreement, the provisions of the clause shall survive for two (2) years after the last date of disclosure under this Agreement. |
10. | Non-Solicitation |
During the Term of this Agreement and for a period of one (1) year following its termination, cancellation or expiration for any reason, the Parties agree not to directly or indirectly entice, solicit, divert or hire, or attempt to entice, solicit, divert or hire, any person employed by the other Party (whether or not such employee is a full-time, contractual or temporary employee, and whether or not its employment is pursuant to a written agreement, is for a determined period, or is terminable at will), except with the prior written consent of the other Party. Provided however, that the foregoing provision will not prevent a Party from employing any such person who contacts the other Party on his or her own initiative without any encouragement from a Party, or in response to any general solicitation concerning available positions, so long as any such solicitation is not targeted specifically at employees of the other Party. |
11. | Law and Arbitration |
a. | The provisions of this Agreement shall be governed by and construed in accordance with the Indian law. | |
b. | In case any dispute or difference arises between the Parties during or after the performance of the Agreement, the Parties shall endeavour to resolve the same through discussions within 30 days of raising the dispute by either Party. | |
c. | Any difference, dispute, controversy or claim (the Dispute) arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996. | |
d. | The Dispute shall be referred to one (1) arbitrator to be appointed by parties mutually. | |
e. | The place of arbitration shall be Gurgaon and any award whether interim or final, shall be made, and shall be deemed for all purposes between the parties to be made, in Gurgaon. | |
f. | The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be the Indian law. | |
g. | The award of the arbitrator shall be final and conclusive and binding upon the Parties, and the Parties shall be entitled (but not obliged) to enter judgment thereon in any one or more of the highest courts having jurisdiction. The Parties further agree (to the maximum extent possible and allowed to them) that such enforcement shall be subject to the provisions of the Indian Arbitration and Conciliation Act, 1996 and neither Party shall seek to resist the enforcement of any award in India on the basis that award is not subject to such provisions. | |
h. | The rights and obligations of the Parties under, or pursuant to, this Clause, including the arbitration agreement in this Clause, shall be under the exclusive jurisdiction of the courts located at Gurgaon. |
12. | Independent Arrangement |
This Agreement is on a principal-to-principal basis between the Parties hereto. Nothing contained in this Agreement shall be construed or deemed to create any association, partnership or joint venture or employer-employee relationship or principal-agent relationship in any manner whatsoever between the parties. Tecnovate acknowledges that its rendering of services is solely within its own control, subject to the terms and conditions agreed upon and agrees not to hold itself out to be an employee, agent or servant of Client or affiliate |
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thereof. |
13. | Records, Inspection and Right to Audit |
a. | That during the term of this Agreement Tecnovate shall disclose to Client all information with regard to the Services and the activities performed by Tecnovate in relation to this Agreement and make available all records, data and information relating thereto, within a 15 day period on receipt of written request from Client, or such extended period as may be mutually agreed between the Parties. | |
b. | That during the term of this Agreement Tecnovate shall permit designated employees/representatives of Client to enter upon the premises of Tecnovate, where the records relating to the Services are kept by Tecnovate for the inspection of all such documents and records including but not limited to the computer system and any other related information which may be required by Client, as per a mutually agreed schedule. |
14. | Termination |
a. | Either Party may terminate this Agreement for convenience by giving an advance written notice of Two (02) months to the other Party. | |
b. | Either Party may at any time, by notice in writing, terminate this Agreement under any of the following conditions/causes: |
i. | continued breach of material obligations under this Agreement (substantiated with evidence), which remains uncured after thirty (30) days written notice; and | ||
ii. | If a petition for insolvency is filed against any Party and such petition is not dismissed within ninety (90) days after filing and/or if any Party makes an arrangement for the benefit of its creditors or, if the Court Receiver is appointed as receiver of all/any of any Partys properties. |
c. | In the event Client defaults in the payment of any amount due to Tecnovate under this Agreement and does not cure the default within agreed period under Clause 3 after the date of such payment was due, then Tecnovate may, in addition to its rights under this Clause, terminate this Agreement by giving written notice to the Client. | |
d. | It is hereby, agreed and understood by the Parties that the provisions of this Clause shall not limit or restrict nor shall they preclude any Party from pursuing such further and other legal actions, against the other Party for any breach or non-compliance of the terms of this Agreement. | |
e. | In the event that this Agreement is terminated for any reasons, either Party shall forthwith hand over to the other the possession of all documents, material and any other property belonging to the other that may be in the possession of the Party or any of its employees, agents or individuals assigned to perform the services under this Agreement. | |
f. | Termination of this Agreement shall not prejudice any rights and obligations of either party outstanding at the time of termination. | |
g. | Exercise of either party of its right to terminate this Agreement will in no way affect or impair its right to bring suit for any default or breach of this Agreement. |
15. | Force Majeure |
a. | The Parties shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below). |
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b. | A Party hereto who is affected by a Force Majeure Event shall forthwith notify the other Party and shall use all reasonable endeavors to avoid or minimize the effect of the same on this Agreement and the fulfillment of the terms hereof. The affected Party shall resume performance of this Agreement as soon as practicable after the reduction or cessation of the Force Majeure Event. | |
c. | If the Client has knowledge of any Force Majeure event occurring at its location, owing to which the access to the resources (e.g., Connectivity, Servers, Databases) are affected, the Client shall promptly notify the Tecnovate, and provide all relevant information concerning the delay or potential delay and also make payments to the Tecnovate of the service charges as per the regular rates for the period that the Services are affected since the resources are made available by the Tecnovate to carry out the Services for the Client during such period. | |
d. | Force Majeure Event: means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government. |
16. | Miscellaneous |
a. | Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective. | |
b. | No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. | |
c. | Neither Party may assign this Agreement or any of its rights and obligations hereunder, without the prior written consent of the other Party, such consent not to be unreasonably withheld. Nothing contained herein shall prevent the use by, or the assignment of this Agreement, or any rights acquired hereunder, by either Party to its direct or indirect parent company or any subsidiary of such parent company. | |
d. | The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. | |
e. | This Agreement and related SOW(s) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any Party hereto. | |
f. | Neither this Agreement nor any provision hereof is intended to confer upon any person other than the Parties to this Agreement any rights or remedies hereunder. | |
g. | In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and to perform such additional actions as may be necessary, appropriate or reasonably requested to carry out or evidence the transactions contemplated hereby. | |
h. | The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall |
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not effect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law. | ||
i. | In the event of a conflict between the provisions of this Agreement and the specific provisions set forth in an SOW, the provisions of this Agreement shall control unless the provisions of the SOW, specifically reference the provisions of this Agreement that are inconsistent. | |
j. | This Agreement has been signed in duplicate, each of which shall be deemed to be an original. |
17. | Notices and Contract Representatives |
All notices, demands, and other communications hereunder shall be in writing, and shall be deemed given to the other party when delivered by personal delivery, registered post with acknowledgement due, or messenger or courier services with proof of delivery. All notices under this Agreement shall be given by the Parties at the addresses of the other Party listed in Annexure C; and either Party may by notice in writing, change their address of this purpose. |
For Tecnovate eSolutions Private Limited
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/s/ Aditya Arora
|
/s/ Bhupender Singh | |
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Aditya Arora
Authorized Signatory Technovate eSolutions Private Limited |
Bhupender Singh
Authorized Signatory Technovate eSolutions Private Limited |
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For Make My Trip India Pvt. Ltd
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/s/ Vikas Bhasin
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/s/ Vebhav Anand | |
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Vikas Bhasin
Financial Controller Make My Trip (India) Pvt. Ltd |
Vebhav Anand
Assistant Vice President - Services Make My Trip (India) Pvt. Ltd |
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REDACTED
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Confidential Treatment Requested
The portions of this document marked by XXXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
Fixed
Component |
XXXX | XXXX | XXXX | |||||||||
|
ICSU | CHAT | HOT LEADS | |||||||||
Variable
Component |
Conversion
Target % |
Incentive
Amount |
Conversion
Target % |
Incentive
Amount |
Conversion
Target % |
Incentive
Amount |
||||||
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||||||||||||
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15% | XXXX | 6% | XXXX | 40% | XXXX | ||||||
Incentive
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18% | XXXX | 7% | XXXX | 50% | XXXX | ||||||
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20% | XXXX | 8% | XXXX | 60% | XXXX | ||||||
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Total (Fixed
|
15% | XXXX | 6% | XXXX | 40% | XXXX | ||||||
Component +
|
18% | XXXX | 7% | XXXX | 50% | XXXX | ||||||
Incetive)
|
20% | XXXX | 8% | XXXX | 60% | XXXX |
Incentive Amount Rs. | Incentive Amount | Incentive Amount Rs. | ||||||||||
Attachrate | Per Insurance | Attachrate | Rs. Per Insurance | Attachrate | Per Insurance | |||||||
Insurance | Target | sold | Target | sold | Target | sold | ||||||
|
20% | Qualifier | 30% | Qualifier | 30% | Qualifier | ||||||
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25% | 10 | 40% | 50 | 40% | 50 | ||||||
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30% | 15 | 50% | 75 | 50% | 75 |
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In relation to Tecnovate
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Kind Attn: Dipesh R. Singhania, Financial Controller
Hall No. 4, NESCO Complex, W.E. Highway, Goregaon (East), Mumbai 40063, Maharashtra Fax: +91 22 6769 2800 |
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With a copy to:
Kind Attn.: Amit Gupta, Head of Legal 219 Okhla Industrial Estate Phase III New Delhi 110 020 Fax: 011 26332760 |
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In relation to Client
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Name: Vikas Bhasin, Financial Controller
Address:103, Udyog Vihar Phase I, Gurgaon 122016 Haryana |
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Telephone: +919811515109
Fax: +91 1244395100 |
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Name: Vebhav Anand, Assistant
Vice President Services
Address:103, Udyog Vihar Phase I, Gurgaon 122016 Haryana |
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Telephone: +919810706918
Fax: +91 1244395100 |
Page 11 of 11
I. | Obligations of either party with respect to telecommunication connectivity and equipment, and information technology related software, applications, hardware are contained in Attachment B, Telecommunications and Information Technology. | |
II. | Term. The term of this SoW (the SoW term) shall coincide with the term of the MSA. | |
III. | Contracts. Service Providers Program Representative is Myron Ferro, having a place of business at the following address: 219 Okhla Phase III, New Delhi 110 020 | |
Service Providers Contract Representative is Amit Gupta, having a place of business at the following address: 219 Okhla Phase III, New Delhi 110 020 | ||
Companys Program Representative is Vebhav Anand, having a place of business at the following address: 103, Udyog Vihar Phase I, Gurgaon 122006, Haryana | ||
Companys Contract Representative is Vikas Bhasin, having a place of business at the following address: 103, Udyog Vihar Phase I, Gurgaon 122006, Haryana | ||
V. | Invoices. Month-end invoices and back-up documentation shall be sent as per the terms and conditions detailed on the MSA to Companys Program Representative with a copy to the Companys Contract Representative and/or such other individuals or departments designated by the Company from time to time. | |
VI. | Pricing. Charges for Services performed by Service Provider are detailed in Attachment D, Pricing. | |
VII. | Location. For upto 50 seats the Location at which Service Provider will perform all Services under this SoW shall be out of its facilities at 219, Okhla Phase 3, New Delhi. In the event of a ramp up beyond 50 FTEs, pursuant to changes made through the change management process set forth in the SoW as Attachment E, Change Management Process, Service Provider will use endeavor to continue providing services from its Okhla facility only. However, Service Provider reserves the right to move the Location to its other offices located within NCR (Delhi) in case its Okhla facility would not be suitable for such ramp up. For such move of location Service Provider would give a choice of two locations for such move to the Company. However, it is agreed between the parties that in no event the Location would be any of the following offices of Service Provider: 409, Udyog Vihar, Phase 4 Gurgaon and 94 / 95, Udygon Vihar, Phase 4 Gurgaon. | |
VIII. | Modifications. All changes, modifications and amendments to this SoW shall be made through change management process set forth in the SoW as Attachment E, Change Management Process. |
1
For Tecnovate eSolutions Private Limited
|
||
/s/ Aditya Arora
|
/s/ Bhupender Singh | |
|
||
Aditya Arora
Authorized Signatory Technovate eSolutions Private Limited |
Bhupender Singh
Authorized Signatory Technovate eSolutions Private Limited |
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For Make My Trip India Pvt. Ltd
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/s/ Vikas Bhasin
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/s/ Vebhav Anand | |
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Vikas Bhasin
Financial Controller Make My Trip (India) Pvt. Ltd |
Vebhav Anand
Assistant Vice President Services Make My Trip (India) Pvt. Ltd |
Page 2 of 7
1. | INTERNATIONAL SALES CHATS: |
| Process Description: Inbound Chat Sales where domestic (India) customers connects through Companys website to book International (departing from India) Air tickets. | ||
| Operating Hours during SOW Term: 08:00 23:00 hrs | ||
| The descriptions of skills and other qualifications required from the Service Provider Employees identified below in providing for the Services under this SoW for this process are set forth as follows: |
i. | Knowledge of Amadeus, | ||
ii. | Geographical knowledge, | ||
iii. | Routes for international travel and | ||
iv. | Awareness about airlines operations, | ||
v. | Basic Communication and typing skills |
| Process Training (excluding GDS): 14 days covering the |
i. | products, | ||
ii. | Understanding customers requirements and | ||
iii. | How to funnel them and close the transaction with minimum efforts. |
| Technology Solution |
i. | Amadeus | ||
ii. | Timpani as Chat tool | ||
iii. | Navision as MMT CRM | ||
iv. | Standard Desktop + IP phone Outbound calling facility (Domestic) |
| Performance metrics As per the sliding scale agreed for the SOW Term or Initial Term of the MSA |
2. | INTERNATIONAL SALES HOT LEADS: |
| Process Description : Outbound Voice Sales where sellers are to contact those customers who were unable to close their purchase of International (departing from India) Air tickets while transacting on Companys website. These leads will be provided by the Company through a URL, hence real time. | ||
| Operating Hours during SOW Term: 09:00 21:00 hrs | ||
| The descriptions of skills and other qualifications required from the Service Provider Employees identified below in providing for the Services under this SoW for this process are set forth as follows: |
i. | Knowledge of Amadeus, | ||
ii. | Geographical knowledge, | ||
iii. | Routes for international travel and | ||
iv. | Awareness about airlines operations, | ||
v. | Basic Communication skills |
| Technology Solution |
i. | Amadeus | ||
ii. | Navision as MMT CRM | ||
iii. | Standard Desktop + IP phone with Outbound calling facility (Domestic) |
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3. | DOMESTIC AIR SALES: |
| Process Description : Inbound Voice Sales where domestic (India) customers call on the Toll free number of the Company to book domestic Air tickets | ||
| Operating Hours during SOW Term: 08:00 23:00 hrs | ||
| The descriptions of skills and other qualifications required from the Service Provider Employees identified below in providing for the Services under this SoW for this process are set forth as follows: |
i. | Amadeus, | ||
ii. | Awareness about airlines operations, | ||
iii. | Basic Communication and typing skills |
| Technology Solution |
i. | Amadeus | ||
ii. | Navision as MMT CRM | ||
iii. | Standard Desktop + IP phone with Inbound calling facility (Domestic) |
| Performance metrics As per the sliding scale agreed for the SOW Term or Initial Term of the MSA |
4. | POST SALES AIR: |
| Process Description: Inbound Voice process where present customers call for their Queries and Requests. The agents are expected to offer resolution as per defined processes. They are expected to achieve high First Contact resolution and Customer satisfaction for each interaction. | ||
| Operating Hours during SOW Term: 24 * 7 | ||
| The descriptions of skills and other qualifications required from the Service Provider employees identified below in providing for the Services under this SoW for this process are set forth as follows: |
i. | Profile: Amadeus, Awareness about airlines operations, Communication (verbal and written) skills | ||
ii. | Process Training (excluding GDS): 3 weeks covering understanding customer requirements and offering resolution . |
| Technology Solution |
i. | Amadeus | ||
ii. | Navision as MMT CRM | ||
iii. | Standard Desktop + IP phone with Outbound calling facility (Domestic) |
| Performance metrics: FCR, Csat, Abandon rate, QA scores |
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| Client will bear the cost of bandwidth required for voice and data | ||
| Service Provider assumes responsibility for router and IP phones | ||
| Service Provider will provide agent desktop with TFT screen, 1 GB RAM, Pentium Core 2 DUO / dual Core processor, 80 GB HDD. | ||
| Desktop machine will have Windows XP SP 2 loaded with MS Office, Adobe Reader, Winzip / Winrar, IE 6.0 plus access to Printer. | ||
| Service Provider will provide for the outgoing call facility to agents and Client will pay for such calls on actuals. | ||
| The outgoing calls would be recorded and archived for a period of 3 months. |
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A. | Invoicing and Billing. |
On or before the fifteenth (15 th ) day of each calendar month, Service Provider will issue written and electronic invoices to Company for the Services rendered in the preceding month. All Charges set forth on each invoice shall be itemized by the applicable Service and shall clearly identify the Charge and the basis for the Charge (including any calculation on which the Charge is based) in a manner satisfactory to Company. Any applicable taxes shall be listed separately. Charges not specifically provided for in this Attachment must be pre-approved by Company in writing. |
Invoice and Billing Point of Contact: |
Manish Saxena, Make My Trip. |
Service Provider will also provide a hard copy invoice or invoice on CD, in addition to an electronic invoice sent via e-mail reasonably detailing all specifics of billable items contained on monthly bill. The items on the invoice shall provide detail and a description of any/all billed items, including, but not limited to: |
i. | Billing summary | ||
ii. | Applicable re-bill invoices | ||
iii. | Line item and back up for all Ancillary Charges | ||
iv. | Training charges Billable and Non billable (include itemization of all Training completed, hours, and attendance sheets) | ||
v. | Monthly summary of Service Level Performance |
Billing documentation requirements will be reviewed on an on-going basis. Any additional documentation that may be required will be submitted via the Change Management Process. |
Page 6 of 7
þ | Where either Party wishes to propose any amendment or modification to the Agreement or any SOW (including the scope or details of the Services (or any part of them) (a Change), then it will notify the other Party of that fact by sending a change request in the format of a Change Control Note (as provided below) to the other Partys appropriately appointed representative. |
þ | Neither Party will have any obligation to commence work or make any payment in connection with any Change until the relevant Change Control Note is agreed by the Parties in writing. |
þ | The following format will be used for all changes including scope of Services, people (ramp-ups and ramp-downs), technology (any changes in the technology to be used), training (any additional training required as a result of other technology/system changes made), infrastructure and BCP / DR requirements: |
Change Control Note | CCN Reference No.: |
Change Control Note (CCN) to the
|
( | ) | between the | and the |
dated
|
(the Agreement) |
Title of Change: |
Originator: |
Effective Date: |
Term: |
Reason for Change: |
|
|
|
Description of Change: |
Signed for and on behalf of
|
: | ||
|
|||
Date:
|
|||
Signed for and on behalf of
|
: | ||
|
Page 7 of 7
1. | From the Amendment Effective Date, the parties agree to replace in its entirety Clause 2 Sub Clause (a) with the following Sub Clause (a) |
a) | Unless terminated earlier in accordance with provisions contained in clause 14 of this Agreement, Parties agree to enter into this Agreement for a period of Three (03) years ( Term ). |
2. | From the Amendment Effective Date, the parties agree to add the following Sub Clause (d) to Clause 4 ; |
Page 1 of 5
Sub Clause (d) Obligations of Parties | |||
Tecnovate will be responsible to provide the following under this Agreement |
a. | MS Office Suite | ||
b. | Internet Explorer for Navison for accessing the business related sites solely related to the Services under this Agreement Standard Desktops with 1 GB Memory | ||
c. | Internet bandwidth 45kbps per user | ||
d. | PSTN Phones/Lines | ||
e. | IP Handsets. |
3. | From the Amendment Effective Date, the parties agree to add the following Sub Clause (e) to Clause 4 ; |
e) | Subject to the prior approval of MMT in writing, Tecnovate can assign its obligations as per the SoW to any affiliate or group entity. In such cases of assignment by Tecnovate, the invoices for that assigned activity can be raised upon MMT directly by the Tecnovates assignee as per the SoW. |
4. | From the Amendment Effective Date, the parties agree to replace Clause 5 Sub Clause A(b) stating Tecnovates Representations and Warranties with the following Sub Clause A(b) | ||
Tecnovate will offer employment to the 35 employees (rebadged employees) of Client time to time. Tecnovate will offer these rebadged employees compensation equal to their existing monthly take home salary offered by Client. All of the employees under this project shall be in sole employment of Tecnovate and Tecnovate shall be solely responsible for their salaries, wages, statutory payments, etc. Under no circumstances shall Client be liable for any payment or claim or compensation (including but not limited to compensation on account of injury/death/termination) of any nature to the employees and personnel of Tecnovate. Such employees will be deputed towards the services offered to Client under this agreement or as agreed by client. Besides, Tecnovate can hire new employees from time to time in order to perform its obligation under this agreement and as per the requirement of Client. Upon expiry of the initial twelve (12) months of their deputation on the services offered to the Client, the rebadged employees can be deputed to the services offered to any other client of Tecnovate (except to the services offered to Clients competitors) provided that there should be no impact on performance. | |||
5. | From the Amendment Effective Date, the parties agree to add the following to Clause 5 Sub Clause A(e) stating Tecnovates Representations and Warranties | ||
Tecnovate will perform its services under this agreement from 219, Okhla Phase III New Delhi. Shifting of the premises shall be with the prior approval of MMT in writing and the new premise should be at an equally good location and should have the similar facilities as available in current premise . | |||
6. | From the Amendment Effective Date, the parties agree to replace in its entirety Clause 6 titled as Ramp up And Ramp Down with the following Clause 6 |
Page 2 of 5
Timelines for any ramp up beyond 5% of the approved FTE at any given point needs to be discussed and mutually agreed upon. | |||
However, any ramp down beyond 5% can be at the sole discretion of the Client. It must be intimated in writing with a minimum of sixty (60) days advance notice or payment in advance for the same. | |||
7. | From the Amendment Effective Date, the parties agree to replace in its entirety Clause 8 Sub Clause (b) titled as Limitation of Liability with the following Sub Clause (b) | ||
Notwithstanding anything contained in clause 8(a) above, the liability of each party shall be equal to actual costs/expenses incurred by the other party in settling any such claims. However, Parties agree that, during the first anniversary of the Agreement, and every 12 month period thereafter, the maximum liability of either party under this Agreement for any cause whatsoever shall not exceed six (6) months remuneration paid by Client to Tecnovate. | |||
8. | From the Amendment Effective Date, the parties agree to replace in its entirety Clause 11 Sub Clause (e) titled as Law and Arbitration with the following Clause 11 Sub Clause (e) | ||
The place of arbitration shall be New Delhi and any award whether interim or final, shall be made, and shall be deemed for all purposes between the parties to be made, in New Delhi. | |||
9. | From the Amendment Effective Date, the parties agree to replace in its entirety Annexure B of the Agreement with the new Annexure B attached to this Amendment. |
/s/ Amit Gupta |
||||
AMIT GUPTA
|
||||
VP LEGAL
|
/s/ Vikas Bhasin
|
/s/ Vebhav Anand | |
Vikas Bhasin
|
Vebhav Anand | |
Financial Controller
|
Assistant Vice President Services |
Page 3 of 5
REDACTED
|
Confidential Treatment Requested
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
Target Achievement | ||||||||||||
LoB | Effective Date | <90% | 90% - 105% | >105% | >120% | FTE | ||||||
International
Sales Chat & Hot Leads |
12 | |||||||||||
Conversion
&
GPM |
Effective August 2009 | XXXX | XXXX | XXXX | XXXX | |||||||
|
||||||||||||
Post
Sales
(Air + Rail) |
Effective start date of Pilot |
Upto -
5% |
XXXX |
Upto
+5% |
68 | |||||||
Csat
|
-1% | +1% | ||||||||||
FCR
|
-1% | +1% | ||||||||||
Escalations
|
-1% | +1% | ||||||||||
Abandon
rate &
Service Level |
-1% | +1% | ||||||||||
Productivity
Per
FTE Per Month |
-0.5% | +0.5% | ||||||||||
Quality Scores
|
-0.5% | +0.5% | ||||||||||
|
||||||||||||
Holiday Sales
|
First 6 months | XXXX | XXXX | XXXX | XXXX | 58 | ||||||
Conversion
&
GPM |
Post 6 months | XXXX | XXXX | XXXX | XXXX | |||||||
|
||||||||||||
Central
Operations |
First 6 months |
Upto -
5% |
XXXX |
Upto
+5% |
34 | |||||||
|
Post 6 months |
Upto -
5% |
XXXX |
Upto
+5% |
||||||||
Turn
Around
Time |
-2% | +2% | ||||||||||
Productivity
|
-2% | +2% | ||||||||||
Conversion
|
-1% | +1% | ||||||||||
|
||||||||||||
B2B
|
During the Term |
Upto
5% |
XXXX | 10 | ||||||||
Total FTEs
|
182 |
Page 4 of 5
REDACTED
|
Confidential Treatment Requested
The portions of this document marked by XXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission |
Notes: | ||
¡ | Retail Loss: Any loss incurred by Client on account of write-offs and refunds due to Tecnovates employees error in any given month (collectively Retail Loss), will be borne by Client upto a value of XXXX per FTE per month for all processes except international chat sales and B2B (i.e. the limit for international chat sales shall be XXXX per FTE per month and the limit for B2B shall be decided at a later stage mutually between the parties in writing within 60 days of signing of this Amendment). Losses beyond this will be adjusted against the monthly invoice of Tecnovate e.g. If an LOB contains 68 FTEs and the total loss, by one or more FTEs, for a particular month amounts to XXXX , MMT will bear XXXX only and the balance XXXX shall be deducted from the invoice of Tecnovate. The calculation for such losses should be made for each LOB separately. | |
Client shall present all Retail Loss within 30 days of identification of action giving rise to the same. Tecnovate reserves the right to dispute Retail Loss in the event that inadequate procedures, documentation and/or system functionality is identified as the basis of errors driving Retail Loss. Tecnovate must present disputes with appropriate supporting documentation for consideration within 7 days of receipt of intimation. Client shall, however, not be responsible for Retail Loss arising from events not controlled by Tecnovate, including systems not controlled by Tecnovate, or from sudden spurts in volumes exceeding agreed team capacity. | ||
¡ | The targets mentioned hereto for productivity and services will be set up on quarterely basis. The discussion for the same should start 30 days before the start of relevant quarter and it should be concluded 15 days before the start of relevant quarter in writing. |
Page 5 of 5
1. | DEFINED TERMS |
2. | GRANT | |
(a) | This Part Two shall apply only if the parties have agreed that RightNow shall provide the Hosting Services to Customer. This Agreement is a Master Agreement under which Customer may purchase the Hosting Services for internal use, using an Order Form. Upon execution of the Order Form, RightNow grants Customer an object code-only, non-exclusive, non-transferable (except as provided in Section 25(d)) right to use the Hosting Services and the Documentation solely for Customers internal business purposes and subject to the terms of this Master Agreement. | |
(b) | Customers right to use the Hosting Services shall continue for the Hosting Term. | |
(c) | Customer shall be responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Hosting Services, and for paying all third party access charges incurred while using the Hosting Services. | |
(d) | Customer expressly authorizes RightNow (i) to observe and report back to Customer on Customers usage of the Hosting Services, and to make recommendations for improved usage of the Hosting Services; and (ii) to identify trends and publish reports on its findings provided the reports include data aggregated from more than one customer site and do not identify the Customer. | |
(e) | RightNow reserves the right to make changes to the Hosting Services at any time provided such changes do not materially degrade the Hosting Services as compared to the immediately preceding version of the Hosting. |
3. | LIMITATIONS ON, AND CONDITIONS OF USE |
(a) | Customer shall not (i) sell, rent, lease, sublicense or otherwise transfer or distribute to any third parties any rights to the Hosting Services; (ii) modify, or translate the Hosting Services or Documentation; (iii) create derivative works based upon the Hosting Services or Documentation; (iv) alter, destroy or otherwise remove any proprietary notices (including the Powered By RightNow link) or labels embedded within the Hosting Services or Documentation; (v) reverse engineer the Hosting Services or access the Hosting Services in order to build a competitive product; (vi) copy any aspect of the Hosting Services or Software, including without limitation any feature, design, or graphic in the Hosting Services or the Software. | |
(b) | Customer shall comply with the usage limits listed in the Order Form. | |
(c) | Customer acknowledges that (i) the Hosting Services, Software and Documentation and all right, title and interest therein (including without limitation any copyright, patent, trade secret or other intellectual property right) are the sole property of RightNow and its suppliers and that Customer receives no rights, title or interests therein except as expressly set forth in this Agreement. | |
(d) | Customer shall provide RightNow with written notice of expected unusual page or survey usage as soon as practicable after becoming aware of such likely usage, but in any case no later than 7 days after becoming so aware. | |
(e) | Customer shall not, without RightNows written consent, subject the Hosting Services to load testing in order to test the scalability of the Hosting Services. |
4. | DATABASE CONTENT |
(a) | Customer will supply all of the Content, and RightNow will have no obligation to supplement, modify, alter, review, monitor, screen or edit any of the Content at any time. RightNow acknowledges that the Content is the property of Customer, and that RightNow shall have no proprietary interest therein. | |
(b) | RightNow shall (i) treat the Content confidentially in accordance with Section 22 of this Agreement; (ii) use the Content strictly as necessary to carry out its obligations hereunder, and for no other purpose whatsoever; (iii) permit RightNows employees and agents to access the Hosting Services on a need to know basis only; and (iv) require such employees and agents to treat the Content confidentially. | |
(c) | Customer is prohibited from storing, distributing or transmitting any unlawful material through the Hosting Services provided hereunder. Examples of unlawful material include, but are not limited to, threats of physical harm, child pornography and copyrighted, trademarked and other proprietary material used without proper authorization. Customer may not post, upload, or otherwise distribute copyrighted material as a result of the Hosting Services provided hereunder without the consent of the copyright holder. The storage, distribution, or transmission of unlawful materials could subject Customer to criminal as well as civil liability, in addition to the actions further outlined in this Agreement. | |
(d) | Customer agrees to indemnify, defend and hold harmless RightNow, its affiliates, officers, agents, directors, and employees, against any and all claims, actions, proceedings, expenses, damages and liabilities (including but not limited to any governmental investigations, complaints and actions) and reasonable attorneys fees arising out of, or in connection the Content (including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the Content). RightNow will give Customer prompt notice of any claim for which it is seeking indemnification, and will allow Customer to control the defense and settlement of such claim. |
5. | CONTENT LICENSE |
6. | NO SPAMMING |
(a) | Customer may not use the Hosting Services to send Unsolicited Commercial Email (UCE ) to any person. For the purposes of this Master Agreement, UCE includes any email that is sent by, or at the request of Customer, to a person with whom Customer has no prior business relationship or who has not consented to receiving the communication, and any other email communication that violates any law prohibiting the transmission of spam. | |
(b) | Without limiting the foregoing, Customer may not (i) do anything that has the effect of concealing the identity of Customer or any person sending the email; (ii) send or cause to be sent any UCE to a person unless such communication also provides the recipient with a visible and user friendly means of opting out of future communications; or (iii) engage in any activity that is reasonably likely to lead to complaints of UCE. | |
(c) | No later than 14 days after receiving a request from RightNow, Customer shall provide RightNow with the |
names and contact details of a primary and backup contact who will be responsible for responding to any complaints about UCE. |
(d) | RightNow will promptly notify Customer of any complaint that RightNow receives from a third party concerning alleged transmission of UCE by Customer in violation of paragraph (a). Customer will investigate the complaint and notify RightNow within two (2) business days (or such further period as agreed in writing by the parties) of action that Customer has taken in response to the complaint. If the complaint has not been resolved, Customer will provide RightNow with written updates of the status of the complaint at such reasonable intervals as required in writing by RightNow. |
7. | SECURITY |
a) | Single point of entry to hosting areas; | |
b) | Main access monitored with additional access for emergency purposes only; | |
c) | Surveillance cameras in facility; | |
d) | Access validation with identity check; | |
e) | Access only to persons on RightNow approved access list. |
f) | Log-in validation; | |
g) | Creation of accounts only as verified by RightNow or sub-contracted hosting provider; | |
h) | Access to servers via encrypted means; | |
i) | Servers running behind secure firewall. |
8. | DATA PROTECTION FOR EU DATA |
9. | DATA BACKUP |
10. | SUPPORT SERVICES |
11. | HOSTING SERVICES WARRANTY |
12. | RENEWAL OF HOSTING TERM |
13. | DELIVERY OF PROFESSIONAL SERVICES |
14. | PROFESSIONAL SERVICES WARRANTY |
15. | CUSTOMERS RESPONSIBILITIES |
I6. | OWNERSHIP OF INTELLECTUAL PROPERTY |
17. | TERM |
18. | PAYMENTS AND RENEWALS |
19. | TERMINATION AND SUSPENSION |
20. | WARRANTY DISCLAIMER |
21. | LIMITATION OF LIABILITY |
22 | CONFIDENTIALITY |
23. | INDEMNIFICATION |
24. | PUBLICITY |
25. | MISCELLANEOUS |
Customer
|
||||
By: | /s/ V. BHASIN | |||
Name: | VIKAS BHASIN | |||
Title: | FINANCIAL CONTROLLER | |||
Date: | 6 TH JULY, 2009 | |||
RightNow Technologies, Inc
|
||||
By: | /s/ ALAN RASSABY | |||
Name: | ALAN RASSABY | |||
Title: | VP & General Counsel | |||
Date: | 6-30-09 | |||
Product Type | Product ID | Description | Hosting Term | Qty/Usage Limits | ||||||||
Software
|
ENT-NU | RightNow Enterprise Authorized User | 1/7/2009 to 20/9/2012 | 10 | ||||||||
Software
|
ENT-NU | RightNow Enterprise Authorized User | 21/9/2009 to 20/9/2012 | 190 | ||||||||
Software
|
ENT-NU | RightNow Enterprise Authorized User | 21/9/2010 to 20/9/2012 | 200 | ||||||||
Software
|
ENT-NU | RightNow Enterprise Authorized User | 21/9/2011 to 20/9/2012 | 180 | ||||||||
Software
|
ASC-NU | Agent Scripting Authorized User | 21/9/2009 to 20/9/2012 | 300 Named Users | ||||||||
Software
|
RNM-1M |
RightNow Marketing 1,000,000
Transactions/Month Block |
1/7/2009 to 20/9/2012 | 1 | ||||||||
Software
|
RNM-5M |
RightNow Marketing 5,000,000
Transactions/Month Block |
21/9/2009 to 20/9/2012 | 1 | ||||||||
Software
|
CHAT-NU | Chat Authorized User | 1/7/2009 to 20/9/2012 | 50 | ||||||||
Software
|
COB-NU | Co-Browse Authorized User | 21/9/2009 to 20/9/2012 | 10 | ||||||||
Pro Services
|
COIS |
Co-Browse Implementation Services
(Primary Interface) |
N/A | 1 | ||||||||
Software
|
WPSES-20K | Web Portal 20,000 Sessions/Month Block | 21/9/2009 to 20/9/2012 | 20 | ||||||||
Software
|
TS | Application Test Site | 21/9/2009 to 20/9/2012 | 2 | ||||||||
Software
|
PTA | Pass Through Authentication | 21/9/2009 to 20/9/2012 | 1 | ||||||||
Software
|
API | Application Programming Interface | 21/9/2009 to 20/9/2012 | 1 | ||||||||
Software
|
WPI-LOW | Web Portal Interface - Low Traffic | 21/9/2009 to 20/9/2012 | 1 | ||||||||
Software
|
WPI-MED | Web Portal Interface - Medium Traffic | 21/9/2009 to 20/9/2012 | 2 | ||||||||
Support
|
MB | Additional Mailboxes | 21/9/2009 to 20/9/2012 | 20 | ||||||||
Support
|
BASIC-CCP | Basic Customer Care Package (BASIC-CCP) | 1/7/2009 to 20/9/2012 | N/A |
STATEMENT OF WORK ID:
VIRTUOS_SERVICES_20090624 |
||||
[LOGO] | ||||
TIME & MATERIALS ENGAGEMENT | ||||
FOR | ||||
Virtuos Solutions (P) Ltd | ||||
Services for Implementation |
1. | Improve customer service for Sales and Post Sales including |
a. | Consistency of agent response to inquiries | ||
b, | Greater Agent efficiency, including increased activity rate per employee, and reduction in Turn Around Time (TAT) of many manual activities within Customer operations | ||
c. | Consolidated single agent view of Customer activity (360 degree view) | ||
d. | Computer Telephony Integration to reduce call handle time | ||
e. | Ability for customers to self serve inquiries |
2. | Inquiry/Sales Inquiry management across multiple channels, including email, phone, web, chat | ||
3. | Leverage customer information allowing marketing and up sell/cross sell opportunities across different channels, including SMS | ||
4. |
Capture actionable feedback from customers
|
||
5. | Training and Education service to enable Customer self sufficiency |
1. | Onsite sessions with MakeMyTrip to understand their business requirements and perform gap analysis | ||
2. | Assistance to the Virtuos team to produce a solution design and architecture. RightNow Professional Services will review all documentation produced and provide formal sign-off on the recommended design | ||
3. | Assistance to the Virtuos team to scope integration requirements and external interfaces | ||
4. | Coaching the Virtuos team to adapt the RightNow Project Methodology |
Discovery and Design
|
80 hours |
1. | Functional Requirements Document: Documents the functional business requirements and/or processes to be satisfied within the scope of this engagement. RightNow Professional Services will review the final document and provide sign-off along with Virtuos and MakeMyTrip. |
| Custom Tab Navision Bookings | ||
| Custom Tab Navision Financials | ||
| Customer Preferences | ||
| Pass Through Authentication (PTA) Web site (www.makemytrip.com) customer | ||
| Push Communications to end customer via RightNow | ||
| Agent Screen-Pop from AVAYA | ||
| SMS Integration for SMS Marketing and Communication |
| Basic RightNow Setup | ||
| Knowledge Base | ||
| Knowledge Syndication Widget | ||
| Incident Management | ||
| Customer portal Configuration | ||
| RightNow Live (Chat) |
| RightNow Co-Browse | ||
| Marketing Campaign | ||
| Customer Survey |
| Data Import Contacts |
Project Preparation Services
|
12 hours | |
Project Management Services
|
48 hours |
Quality Assurance and Testing
|
40 hours |
Go Live Services
|
40 hours |
NOTES & ASSUMPTIONS : | ||||
1.
|
If more than one RightNow resource is required, and/or if more than one customer location is specified by Customer, a separate level of effort and Statement of Work will be required (i.e., scope is limited to 7 days and one FTE at one Customer call center location.) |
1. | Database, operating system and network configuration and/or troubleshooting. This includes, but is not limited to: |
Database Replication, Optimization or Partitions
|
Router/Switch troubleshooting | |
DNS Issues
|
SSL configuration | |
Internet Connectivity
|
TCP/IP configuration | |
Network Alliance
setup/troubleshooting
|
Technical environment operations | |
Network maintenance and backup
|
Web Server set-up and troubleshooting | |
Remote Access Customer/server configuration (Citrix, Terminal server etc)
|
Windows and/or any other OS Installation |
RightNow Version | End-Of-life Date | |
All versions prior to RightNow 8.1
|
Already reached end-of-life | |
RightNow8.1
|
May 31, 2009 | |
RightNow 8.2
|
August 31, 2009 | |
RightNow November07
|
November 30, 2009 | |
RightNow November07 Release 2
|
September 30, 2010 | |
RightNow February08
|
February 28, 2010 | |
RightNow May08
|
May 31, 2010 | |
RightNow August08
|
August 31, 2010 | |
RightNow November 08
|
November 30, 2010 | |
RlghtNow February09
|
February 28, 2011 | |
Future RightNow versions
|
24 months following date of availability (on last day of applicable month) | |
RightNow Salesnet
|
Not applicable |
1 | Special conditions for Japan apply. See prior section Japan Release Lifecycle . |
| RightNow Chat 8.2, the most recent version of chat, was released with RightNow 8.2. It will remain hosted and fully supported going forward. RightNow Chat 8.2 is available for hosted deployments only. An on-premise version is not available, and no plans currently exist to provide an on-premise version. | ||
| RightNow Chat 8.1 is RightNows older version of chat available for both hosted and on-premise deployments. RightNow Chat 8.1 was removed from the RightNow February 08 release, and from all subsequent releases. |
RightNow Version | ||||||||||||||
Nov08 | ||||||||||||||
& | ||||||||||||||
8.1 | 8.2 | Nov.07 | Feb.08 | May08 | Aug.08 | Future | ||||||||
RightNow Chat 8.2 (Hosted)
1
|
n/a | Ö | Ö | Ö | Ö | Ö | Ö | |||||||
RightNow Chat 8.1 (Hosted)
2
|
Ö | Ö | Ö | |||||||||||
RightNow Chat 8.1 (On-Premise)
2,3,4
|
| | Ö |
1 | RightNow Chat 8.2, the newest version of chat, is available for hosted deployments only. No plans for an on-premise version exist. | |
2 | RightNow Chat 8.1 is an older version of Chat 8.1. It is supported for both hosted and on-premise deployments. | |
3 | On-premise deployments of RightNow Chat 8.1 are only available for versions of RightNow supporting on-premise deployments. Currently this includes RightNow November 07 and RightNow November 07 Release 2, RightNow 7.5, and versions prior to RightNow 7.5 have reached end of life and are no longer supported. | |
4 | No plans presently exist to offer an on-premise version of RightNow Chat in release following RightNow November 07 Release 2. | |
Legend | ||
Ö = Supported | ||
= Not Supported | ||
n/a = Not Applicable | ||
Please click image to enlarge |
| All pre-RightNow 8 versions of RightNow Feedback except those integrated with RightNow 8 releases reached end of life on November 30, 2008 . This date is also the end-of-life date for RightNow 7.5. | ||
| All pre-RightNow 8 versions of RightNow Feedback integrated with RightNow 8.1, RightNow 8.2 and RightNow November 07 releases will be hosted and fully supported until those releases meet their end-of-life dates. Integrations of pre-RightNow 8 versions of RightNow Feedback were removed from the February 08 release and are not available in any subsequent releases. |
RightNow Version | ||||||||||||||
Nov08 | ||||||||||||||
& | ||||||||||||||
8.1 | 8.2 | Nov.07 | Feb.08 | May08 | Aug.08 | Future | ||||||||
Pre-RightNow 8
versions of
Feedback
Standalone
1
|
n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||
Pre-RightNow 8
versions of
Feedback
Integrated with
RightNow 7.x or
prior versions
|
||||||||||||||
Pre-RightNow 8
versions of
Feedback
Integrated with
RightNow 8
|
Ö | Ö | Ö | |||||||||||
RightNow Feedback
bundled with
RightNow 8
|
Ö | Ö | Ö | Ö | Ö | Ö | Ö |
1 | Support for pre-RightNow 8 versions of Feedback deployed standalone ended November 30, 2008, the same day support for RightNow 7.5 ended. | |
Legend | ||
Ö = Supported | ||
= Not Supported | ||
n/a = Not Applicable | ||
Please click image to enlarge |
RightNow Version | ||||||||||||||
Feb. 10 | ||||||||||||||
Aug.08 - | & | |||||||||||||
8.1 | 8.2 | Nov.07 | Feb.08 | May08 | Nov.09 | Future | ||||||||
The Classic page set
|
Ö | Ö | Ö | Ö | Ö | Ö | n/a | |||||||
The November07 page set
|
n/a | n/a | Ö | Ö | Ö | Ö | n/a | |||||||
The Customer Portal page set
|
n/a | n/a | n/a | n/a | n/a | Ö | Ö |
Legend | ||
Ö = Supported | ||
= Not Supported | ||
n/a = Not Applicable | ||
Please click image to enlarge |
| Access to the RightNow knowledge base via the support portal | ||
| Access to the RightNow Community portal | ||
| Provision of the following support for version upgrades: |
ü | Communication of major release changes | ||
ü | Support in the creation of upgrade test site | ||
ü | General support of upgrade process questions via incident |
| Limited email support agent allocation based on pool |
n
|
Unlimited Severity 1 Incidents | ||
n
|
Up to 12 Severity 2,3 and 4 Incidents per year |
| Customer Care Service Level Objectives and Hosting Availability based on table below |
Basic | ||||||||
Customer Care
Service Level
Objectives
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Service Level 1 | Target Response | 5x24BD * | 24 Hours | ||||
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Target Resolve | 5x24BD * | 48 Hours | |||||
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Service Level 2 | Target Response | 5x24BD * | 48 Hours | ||||
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Target Resolve | 5x24BD * | 96 Hours | |||||
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Service Level 3 | Target Response | 5x24BD | 96 Hours | ||||
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Target Resolve | 5x24BD | Reasonable Commercial Effort | |||||
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Service Level 4 | Target Response | 5x24BD | 144 Hours | ||||
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Target Resolve | 5x24BD | Reasonable Commercial Effort | |||||
Hosting Availability
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Target: 99.5% (measured at the end of each calendar quarter)
No Service Level Credits |
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Hosting
Availability
Monitoring
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Internal site monitoring at 15 minute increments |
| Business Day means: Monday through Friday between the hours of 8am to 8pm US Central Standard Time (CST) each day; | ||
| Maintenance to be performed based on CST up to a maximum of 16 hours per month and 156 hours per year. | ||
| Target Resolve time for Severity Level 1 Incidents reported outside Business Day is 12 noon CST the next Business Day. |
TYPE OF DEED | : | LEASE DEED | ||
VILLAGE/CITY NAME | : |
PLOT NO.103, UDYOG VIHAR PHASE-I,
GURGAON HARYANA |
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AREA LEASED | : | 37,614 SQ. FT. | ||
TYPE OF PROPERTY | : | INDUSTRIAL | ||
RENT | : | Rs.18,87,600/- PER MONTH | ||
STAMP DUTY | : | Rs.786,700/- | ||
STAMP NO | : | 1536 | ||
DATE OF ISSUE | : | 15-10-2007 | ||
ISSUED BY | : | TREASURY, GURGAON |
a. | The LESSOR has agreed to lease portion including terrace of the Building comprising of super built up area of 37,614 Sq. Ft. as per ANNEXURE III] which is constructed on the Site. The area to be leased is more particularly defined in ANNEXURE III comprising of following annexed to this Lease Deed. |
Permanent Structure - |
i. | Basement of 9408 sq.ft. (Super built up area.) | ||
ii. | Ground floor of 9572 sq.ft. (Super built up area.) | ||
iii. | First Floor of 9372 sq.ft. (Super built up area) | ||
iv. | Second Floor of 9109 sq.ft. (Super built up area) | ||
v. | Third Floor of 153 sq.ft. (including Mumty and Machine Room) |
b. | In addition, Lessor has provided/agreed to provide the following:- |
i. | Landscaping of the plot including car parking area and water fountain as is where is basis. | ||
ii. | The total sanctioned load maximum of 500 KVA subject to DHVBN guidelines for the project. | ||
iii. | One passenger lift in working condition | ||
iv. | Plumbing lines and Sewerage lines on as is where is basis. |
3.1. | That the LESSEE, as security for its obligations under this Lease Deed has already paid a sum of Rs. 1,07,13,600/- (Rupees One Crore Seven Lacs Thirteen Thousand Six Hundred Only) as and by way of interest- free refundable security deposit and shall keep the same deposited with the LESSOR, so long as this Lease Deed is in force and effect. | |
3.2. | That the security deposit shall be refunded by the LESSOR to the LESSEE after deduction of any arrears/dues towards any non-payment of bills or any other charges payable by the LESSEE in respect of the Demised Premises |
under the Lease Deed and its renewed term, if any, on the handover of the physical vacant possession by the Lessee to the Lessor. | ||
3.3 | That the Permission to Lease Charges paid to HSIDC by the LESSOR in favor of LESSEE shall be proportionately adjusted from the security deposit in case the LESSEE terminates the lease before the expiry of LOCK in PERIOD. |
a. | The LESSEE may terminate this Lease Deed by giving a 3 months written notice to the LESSOR after the expiry of first 36 months of this Lease Deed i.e 15 th June, 2007. In the eventuality of the LESSEE terminating the Lease Deed prior to the completion of the Lock in Period i.e. till 14 th June, 2009 (inclusive of the 3 months notice period), then the LESSEE will continue to pay the monthly rent till the expiry of the Lock in period. In no event shall the LESSEE be liable to pay rent beyond the Lock in Period in the event of an early termination. The LESSEE shall be liable to pay rent beyond the lock in period if LESSEE is not able to handover the physical vacant possession of DEMISED PREMISES after the expiry of thirty six months as per the terms of this deed. | |
b. | The Lessee shall also have the option to terminate the Lease, in the event there occurs a Force Majeure event in which case the provisions of clause 20 shall apply. If the Force Majeure situation(s) continues beyond 15 days, the Lessee shall have option either to terminate this Lease by providing a 30 (thirty) days notice in writing to the Lessor, or, continue to pay the full rent to the Lessor. In case of happening of Force Majeure Event, lock-in-period shall not apply. | |
c. | In case of a material breach of any terms of this Lease Deed by the Lessor, the Lessee shall give a notice to the Lessor of such material breach and if |
such material breach is not rectified by the Lessor within 15 days of serving the notice, the Lessee shall have an option to terminate this Lease Deed by giving 7 days notice to the Lessor in writing. In case Lessee terminates the Lease Deed under clause 6.1 (c), the Lock-in-Period shall not apply and no rent shall be payable for the unexpired period of Lock-in-Period. |
a. | The LESSEE commits a material breach, (except force majeure), of the terms and conditions, its representations, warranties and obligations under this Lease Deed and fails to remedy the material breach within 7 (seven) working days after serving by the Lessor of written notice in respect thereof; or | |
b. | In case the LESSEE fails to pay rent as per the terms of this Lease Deed for two consecutive months, the LESSOR shall have the option to terminate this Lease Deed forthwith and the LESSEE shall hand over vacant physical possession of the Demised Premises within 15 days thereof. However, the LESSEE should be given an opportunity to rectify the first breach within 7 working days of receiving due written notice from LESSOR to that effect; or |
c. | In case the Lessee without the prior written permission of the Lessor, sub-lets, assigns, transfers or parts with the possession of the Demised Premises or any part thereof to any other party; or | |
d. | Lessee has been declared to be insolvent or bankrupt in an insolvency or bankruptcy proceedings by a court of competent jurisdiction in India or it goes into liquidation or enters into a composition with its creditors or ceases to carry on a substantial part of its business except for the purposes of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation required or approved by law; or |
a. | In case of termination under clause 6.1 (a), the Lessee shall continue paying the Lessor the monthly lease rents and all other sums due and payable under the Lease Deed till the expiry of the notice period or the Lock-in-Period pay lumpsum rent in lieu of the notice period or Lock-in-Period. In the event |
the Lessee fails to pay the amount as aforesaid, the Lessor shall have the right to appropriate the security deposits towards such lease rents due. Further any amount that remains outstanding on account of outstanding lease rents or any other account after such appropriation/adjustment of the security deposit shall be paid forthwith by the Lessee to the Lessor before/upon the Lessee vacating the Demised Premises. In the event there is any residual security deposit after all such deductions, the Lessor shall refund the residual security deposit to the Lessee without any interest simultaneously upon the Lessee surrendering the peaceful, vacant and actual physical possession of the Demised Premises, subject to the deduction of any amount(s) due and payable by the Lessee to the Lessor under the terms of the Lease and for damages for which Lessee is liable under the Lease. | ||
b. | In case of termination under clause 6.1 (b), 6.1 (c), clause 6.2 (a), clause 6.2 (b) and clause 6.2 (d), the Lessor shall refund the security deposit to the Lessee without any interest, upon expiry of the notice period hereof simultaneously upon the Lessee surrendering the peaceful, vacant and actual physical possession of the Demised Premises, subject to the deduction of any amount(s) due and payable by the Lessee to the Lessor under the terms of the Lease and for damages for which Lessee is liable under the Lease. | |
c. | In the event that the Lessee continues to occupy the Demised Premises even after the expiry of the notice period or termination of the Lease Deed or the lease, the Lessee shall for all purposes be deemed to be an unauthorised and illegal occupant and the Lessee agrees that Lessor shall be well within its right to re- enter the Demised Premises and take possession thereof. This would be without prejudice to the rights available to the Lessor. Further, without prejudice, the Lessee shall also be liable to pay penal interest (penalty) @ Rs.1,00,000/- Per Day in addition to the Rent herein reserved to the Lessor for the delayed period. | |
d. | In the event that the Lessor fails to refund the security deposit under clause 6.3 (b) on the expiry of the notice period, the Lessee shall be entitled to retain the possession of the premises as its legal right without payment or accrual of any rent to the Lessor. In this case the Lessor shall be liable to pay penal interest (penalty) @ 18% p.a on security deposit after making adjustments as in para 6.3a for the delayed period to the Lessee. |
a. | The LESSEE shall pay the monthly rent without any formal demand by the LESSOR on or before the 7th day of every calendar month. | |
b. | The LESSEE shall use the Demised Premises during the Lease Term, solely for carrying on its business as per recitals of the Lease Deed. | |
c. | The LESSEE shall make timely payment for use of facilities /connections granted in the name of the LESSOR and being used by the LESSEE like electricity, water charges, etc. and such other municipal and/ or usage charges as may be applicable from time to time, directly to the concerned authorities. In case of receipt of notice for non payment of the same, the LESSEE shall be solely liable to make all outstanding payments, penalties due and payable from the actual handover date and the LESSOR shall be at the Liberty to get the connections /facilities disconnected /terminated if the requisite payments are not made on receipt of notice forthwith. | |
d. | That the LESSEE shall handover, upon the termination of this Lease Deed and/or the earlier termination thereof, the peaceful vacant possession of the Demised Premises in workable condition after removal of movable assets owned by the Lessee. | |
e. | Upon delivery of vacant physical possession to the LESSOR upon expiration of the Lease or otherwise, the LESSEE shall ensure that all dues relating to the Demised Premises, pertaining to the period when the Demised Premises was in the possession of the LESSEE, in connection with electricity, power, water, maintenance and other charges that were the liability or responsibility of the Lessee under this Lease Deed are paid by the Lessee, the Lessee will provide No Due Certificate, to the LESSOR at the time of termination. In case the No Due Certificate is not provided, the Security Deposit amount shall be adjusted against any outstanding dues subject to provisions of Clause 3. | |
f. | The Lessor will be responsible for any existing and future property tax (if any) related to the Demised Premises under this Lease Deed. Any future incidence of tax relating to the Demised Premises only shall be borne by the Lessor upto the amount of the tax that would have been levied if the property was self occupied. Any differential in property tax because of property being leased, shall be borne equally by the Lessor and Lessee. | |
g. | The Lessee shall abide by all applicable Laws and Requirements of the Government or any other authority or local body from the date of handover of possession of the Demised Premises and the Lessee shall always keep and hold the Lessor harmless and indemnified in this regard. Subject as aforesaid, in the event any amount is required to be spent to comply with any Laws and Requirements by any authority, including but not limited, to fire fighting equipment, the same shall be borne by the Lessee. However, in case the Lessor is in breach or violation of any applicable Laws and Requirements, then, the Lessor shall keep the Lessee harmless and indemnified in this regard. | |
h. | That in case any criminal or civil action is instituted by any authority, court, civil body, person etc. on account of any act, deed or things done in contravention of law by the LESSEE, in the Demised Premises, including any action qua tampering of electricity meter, seals affixed there upon and theft of electricity, in that event the entire civil and criminal liability for the same shall be of the LESSEE exclusively including |
any costs or expenses in relation thereto. In case any charges, costs fine, penalty, proceedings etc. is imposed by PF department, Income Tax department, Customs Department, Labour Department, Service Tax Department, STPI, Fire Authority or any authority on account of the foregoing, in that event the LESSEE shall be liable to satisfy/pay the same. In case of failure of LESSEE to pay/satisfy such charges, costs fine, penalty, proceedings etc., the LESSOR shall be entitled to deduct and deposit such unpaid charges, costs fine, penalty, proceedings etc. from the interest free security paid by the LESSEE to the LESSOR. | ||
i. | That the LESSEE shall not carry on or permit to be carried on in the Demised Premises or any part thereof any activity which is obnoxious or store any good of hazardous or combustible nature or those which are heavy/big enough other than equipments necessary for the purpose of aforesaid which results in alteration of the structure of the building or any part thereof. The LESSEE shall not make any structural alterations in the Demised Premises without the prior written consent of the LESSOR. |
a. | The LESSOR represents that the LESSOR is the legal owner of Demised Premises and it has full authority and power to lease the premises hereby demised unto the LESSEE and shall keep the LESSEE indemnified against |
all such demands, claims, losses, actions, damages and proceedings that the LESSEE may suffer due to any defect in title of the LESSOR. The LESSOR has not entered into any similar agreement or arrangement with any person/persons for providing use and occupation of the Demised Premises to which the LESSEE is entitled to under this Lease Deed. | ||
b. | The Lessor will issue a No Objection Certificate for Lessee to secure an STPI status and EOU (Export Oriented Unit) status for the Leased premises after the signing the Lease Deed or as and when required by the Lessee in near future. All liabilities, costs, expenses, charges etc. if any towards securing the above mentioned status would be a sole responsibility of the Lessee and Lessor would not be responsible in any matter what so ever. | |
c. | The LESSOR agrees to indemnify the LESSEE and save, defend and hold the LESSEE harmless from and in respect of any and all damages, claims, losses, expenses, costs, obligations and liabilities resulting from or related to the non-payment of any outgoings determined in respect of the Demised Premises for the period prior to the commencement of this Lease Deed. If any further outstanding dues at the time or after the signing the lease deed for the period before or after the lease commencement are to be paid, the same shall be paid by the Lessor. In case due to any reason the Lessee has to pay the same, the Lessor shall reimburse said amount to Lessee within seven (07) days of such payment made by Lessee, failing which the said amount will be adjusted from the out going rent for the subsequent month. | |
d. | The Lessor represents that the Demised Premises has been built in adherence to the building by laws and any additional area (if any) will also be built in adherence to the applicable building bye-laws, the Lessor shall insure supply of water through regular municipal connection and in accordance to existing arrangements in force. Any enhancement/alterations required to be done to the same, shall be done by LESSEE at its own cost and expense. The Lessee shall at its own cost ensure water supply on regular basis without any disconnection. | |
e. | The Lessor (at its own cost) shall provide Lessee with a 500 KVA sanctioned/installed or as per the project requirement under the DNVBN guidelines and energized power load from Dakshin Haryana Bijlee Vitran Nigam Limited |
11. | PEACEFUL ENJOYMENT/ POSSESSION / BY LESSEE |
a. | LESSOR shall obtain structural insurance coverage of the entire said Building i.e. shell structure including third-party liability and shall make timely payment of all insurance premiums. The LESSEE shall in no way be responsible for any loss occasioned by the LESSOR on account of the |
LESSOR not obtaining comprehensive insurance coverage for the said building. The LESSOR shall provide a copy of the same to the LESSEE for their records. | ||
b. | LESSEE shall obtain comprehensive insurance coverage, including third party coverage, of all interior works, renovations, furniture, equipment and/or other items kept or stored in the said Premises and shall make timely payments of all insurance premia. The LESSOR shall in no way be responsible for any loss incurred by the LESSEE on account of not obtaining comprehensive insurance coverage of all renovations, furniture, equipment and/or other items kept or stored in the said Premises. |
a. | That the Lessee shall abide by and comply with all the laws/ rules and regulations as may be applicable of local authorities including Haryana Administration, Municipal Corporation/ Committee, HSIIDC,, Electricity and Water Departments or any other authorities whatsoever with relation to the usage of the Demised Premsies by the Lessee and its operations carried out therefrom and shall not keep or store any dangerous explosive fire hazard object in the Demised Premises and shall follow the laws and bye-laws of Fire Act, Electricity Act, Pollution (Protection) Act etc. and shall keep the Lessor fully indemnified. The Lessee shall pay all the taxes, levies, challans, penalties and fines of any kind connected with the operations/affairs carried on by the Lessee in the Demised Premises. |
b. | That the Lessee shall not carry out any structural changes without the prior written consent of the Lessor. | |
c. | The Lessee shall not store goods of hazardous or combustible nature or which are so heavy so as to effect the structural safety of the said building or any part thereof. | |
d. | The Lessee shall take all fire preventive measures at its own risk and cost and the Lessee shall ensure that fire fighting equipments are properly maintained. The Demised Premises shall not be stopped under any circumstances. | |
f. | That the Lessee has verified and has fully satisfied itself regarding the soundness, nature, extent and quality of the construction, structure, fixtures and fittings, sanctioned plans of the building, purpose for which the demised premises can be used etc. and has also verified and fully satisfied itself about the soundness of the title of the Lessor. Hereafter, no claim and/or demand etc. shall lie upon the Lessor on any ground whatsoever. |
S. No. | Name of the | Address | ||
1.
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Lessor |
103, Udyog Vihar, Phase 1,
Gurgaon, Haryana |
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2.
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Lessee |
A-6 Bhagwan Das Nagar,
New Delhi-110026 Attn.: Director |
a. | The LESSEE & the LESSOR will equally share the stamp duty & registration charges as per the relevant Stamp Act for Registration of Lease Deed. The Lessor shall retain the original of the Lease Deed and the Lessee the duplicate thereof. Each party shall bear its own legal fees and expenses. | |
b. | The Lease Deed is being executed on the basis of representations made by the LESSOR with regard to the title of the property. The Lessor agrees to indemnify the Lessee against any losses incurred on account of any misrepresentations as mentioned above. |
Drafted by | For P R Gartex Pvt. Ltd. | ||||||||
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/s/ Mahesh K. Chauhan
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LESSOR | : | /s/ | Dinesh Kalucha | |||||
Mahesh K. Chauhan
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Auth. Sign. | ||||||||
Advocate
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Gurgaon
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For Make My Trip (India) Pvt. Ltd. | ||||||||
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LESSEE | : | /s/ | Deep Kalra | |||||
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Authorised Signatory |
1. /s/ Mahesh K. Chauhan | 2. /s/ Ram Niwas | |||
Mahesh K. Chauhan
Advocate Gurgaon |
Ram Niwas
Advocate Gurgaon |
[LOGO]
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1 st Floor, Kailash Building, | |||
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26, Kasturba Gandhi Marg, | |||
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New Delhi - 110 001. | |||
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Tel.: 011-41699481 | |||
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Fax: 011-41699483 |
1.
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Borrower | : | MakeMyTrip (India) Pvt.Ltd. | |||
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2.
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Constitution | : | Private Limited Company | |||
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3.
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Directors | : | a) Mr. Deep kalra | |||
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b) Mr. Keyur Joshi | |||||
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c) Mr. Philip Wolf | |||||
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d) Mr. Sanjeev Bikhchandani | |||||
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e) Mr. Frederic Lalonde | |||||
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f) Mr. Vibhor Mehra | |||||
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g) Mr. Ravi Chandra Adusumalli | |||||
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h) Mr. Sanjeev Aggarwal | |||||
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i) Mr. Aditya Guleri |
4.
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Nature of the facility | : | Working Capital facilities |
Sr. | Existing | Revised | ||||||||||
No | Facility | (Rs. MM) | (Rs. MM) | Tenor | ||||||||
1
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Fund Based facility | |||||||||||
A
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Cash Credit (CC) | 80.00 | 100.00 | On demand | ||||||||
B
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OD against Fixed Deposits | 400.00 | 400.00 | On demand |
5.
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Purpose | : | facility to be used by the borrower towards Financing working capital requirements of the Business. | |||
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6.
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Validity period of the sanction | : | As the same has been enhanced interim i.e. would be renewable annually in Feb10 |
- | Absence of any material adverse change in the condition of the borrower. | |
- | The Borrower or its associate not having defaulted under any financing obligation to any bank or institution in past | |
- | compliance by the Borrower of all laws and regulations applicable to its operations | |
- | The Borrower fulfilling all its financial obligations under various taxation, retiral and applicable laws prevalent from time to time. | |
- | All future borrowings by the Borrower (or their associate) would be with the prior permission of HDFC Bank. | |
- | Subordination of all existing unsecured loans from promoters / associates and an undertaking that they will not be withdrawn from business without Banks consent. |
2 of 8
/s/ Udit Azad
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/s/ Vishal Sachdeva | /s/ Rajesh Sharma | ||
Udit Azad
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Vishal Sachdeva | Rajesh Sharma | ||
Relationship Manager
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Senior Manager | Regional Head - North | ||
ECG
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ECG | ECG |
Accepted on behalf of the Company
For MakeMyTrip India Pvt. Ltd. |
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/s/ Rajesh Magow
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Mr. Rajesh Magow
Chief Financial Officer |
3 of 8
1.
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Facility | Cash Credit | ||
2.
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Existing Limit | Rs.80.00 MM | ||
3.
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Proposed Limit | Rs.100.00 MM | ||
4.
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Interchangeability | N.A. | ||
5.
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Tenor | On demand | ||
6.
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Security | Assignment of Credit Card Receivables (Exclusive charge) through POS Terminals or Payment Gateways or otherwise to HDFC Bank, both present and future | ||
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Exclusive charge on Current Assets of the Company both present and future. | |||
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Exclusive charge on owned fixed assets of the Company both present and future. | |||
7.
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Margin | 30% margin on the Credit Card Receivables being routed through our Bank | ||
8.
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Book debts | Margin - 25 % | ||
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Debtors ageing more then 90 days to be excluded | |||
9.
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Interest | 12.25% p.a. + Interest tax as & when applicable, payable at monthly rests | ||
10.
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Interest payment frequency | Interest shall be payable at monthly rests. | ||
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Interest shall be payable on the first day of the subsequent month. | |||
11.
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Interest calculation method | Interest will be calculated on 365 days basis in respect of rupee loans / credit facilities | ||
12.
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Penal Interest | Penal interest would be levied @ 3.00 % over and above the rate as mentioned in clause 11 above for all overdues / delays of any monies payable (principal as well as interest). | ||
13.
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Documentation | Accepted Sanction Letter | ||
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Request Letter for availing the facilities | |||
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DPN and LOC for DPN | |||
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Letter of General Lien and Set off | |||
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Letter of hypothecation of credit card receivables routed through HDFC Bank PG | |||
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Letter of Hypothecation for Stock and Book Debts | |||
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Letter of Hypothecation on Fixed Assets of the Company | |||
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Form 8 to be registered within 30 days from the date of disbursal |
4 of 8
1.
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Facility | Over Draft (OD) | ||
2.
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Existing Limit | Rs.400.00 MM | ||
3.
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Proposed Limit | Rs.400.00 MM | ||
4.
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Sub-Limits | NIL | ||
5.
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Interchangeability | N.A. | ||
6.
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Tenor | On demand | ||
7.
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Security | Fixed Deposit with Lien marked in favour of HDFC Bank | ||
8.
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Margin | OD to be released to the Company would be 120% of the FD amount under lien with us. | ||
9.
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Inventory | N.A. | ||
10.
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Book debts | N.A. | ||
11
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Interest | FD Rate +1%p.a. | ||
12
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Interest payment frequency | Interest shall be payable at monthly rests. | ||
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Interest shall be payable on the first day of the subsequent month. | |||
13
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Interest calculation method | Interest will be calculated on 365 days basis in respect of rupee loans / credit facilities | ||
14
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Penal interest | Penal interest would be levied @ 3.00 % over and above the rate as mentioned in clause 11 above for all overdues / delays of any monies payable (principal as well as interest). | ||
15
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Documentation | 1. Request letter for availing the credit facilities | ||
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2.
Board resolution for availing facility, creation of security &
execution of necessary documents for availment of facilities
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3. Attested copy of Memorandum & Articles of association. | |||
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4. Demand Promissory Note(DPN) | |||
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5. Letter of Continuity for DP Note(LOC) | |||
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6. Memorandum relating to charge over Fixed Deposits(MRFD) |
5 of 8
1. | Period of sanction | The working capital facilities are payable on demand. However the facilities are available for a period of 12 months subject to review at periodical intervals wherein the facilities may be continued / cancelled / reduced depending upon the conduct and utilization of the facilities. | ||||
2. | Insurance |
- Company has to ensure comprehensive insurance cover against all risks for primary security viz., entire stocks of raw materials, work-in-process, finished goods, fixed assets, consumable stores, spares and other movables.
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- Value of insurance policy should be equal to the value of the stocks at any point of time.
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- Any shortfall in the value of insurance cover shall be covered immediately by the company or by the Bank by debiting the formers operative account with the Bank.
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- The policies should be either in the joint names of the company and the Bank or banks lien should be noted on the policies as first loss payee.
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3. | Stock Audit | On Yearly Basis | ||||
4. | Submission of stock Statements |
Monthly stock and book
debts to be received within 15 days after month end (Obsolete
Stocks must be clearly excluded and age not exceeding 90 Days)
Delayed submission will attract penalty at Rs 500/- for each day of delay. |
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5.
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Valuation | |||||
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Inventory | Raw materials, consumable stores, spare. | At cost, current market rates, Govt. controlled rates or invoice rates, whichever is the lowest. | |||
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Finished Goods | At cost, current market rates, Govt. controlled rates, Borrowers selling price, whichever is the lowest. | ||||
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Stock Statement | Within 15 days from the end of the month. | ||||
6.
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Periodicity of submission of information to the Bank | Quarterly / Annual Financial Statements |
- Quarterly financial statements 45 days from the end of a quarter.
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- Annual Financial statement | |||||
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- Provisional results to be received within 75 days after the financial year end.
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- Audited results to be received within 180 days after the financial year end.
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6 of 8
7. | Creation of Charges | Renewal cum enhancement: | ||||
The company shall modify the charges already filed with the Registrar of Companies within the statutory period (30 days) in respect of enhanced credit facilities. The company shall also modify charges in respect of security offered (Ist charge / second charge / EMs etc.) for the enhanced limits within 30 days from the date of documentation for creation of security for the enhanced limits. | ||||||
8. | Processing Fees | Rs 2 lakhs + service tax as and when applicable |
Applicable Laws
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: | Indian / Mumbai |
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Aforesaid credit facilities are subject to the main terms and conditions (subject to change as per applicable RBI guidelines and banks policies from tie to time) set out in this Credit agreement letter. The credit facilities are also subject to the conditions that are contained in the documents which the company shall execute between and in favour of the bank. | |
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There should be no change in the promoters shareholding without the prior written intimation to HDFC Bank Ltd. | |
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The company will not avail any working capital facilities / bill discounting facilities or any other facility except from Banks in Multiple Banking Arrangement. This will be constituted as an event of default and would result in a recall of the facilities. | |
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Company to avail Cash Management Collection facility from HDFC Bank Ltd. | |
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The company will not undertake any additional borrowings without the banks prior written consent. | |
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Please note that the facilities as mentioned in this letter are sanctioned at the sole discretion of the bank and is recallable on demand. | |
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Company to maintain a positive networth of atleast Rs 25 Cr during the currency of our facility | |
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Undertaking to fund all future losses through equity capital infusion till the company starts making profits. | |
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All outlets of MakeMyTrip to have HDFC Bank POS machines subject to competitive offer. | |
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All credits received in ICICI Bank whether Cash/Cheque/ Credit Card/Payment gateway receivables of an amount above Rs.1.50Crs. for Monday to Thursday and Rs.4.50Crs. for Fridays and any Credit balance on Saturdays to be remitted to Cash Credit a/c with HDFC Bank on a daily basis for which the Company shall issue irrevocable and unconditional instructions to ICICI Bank to remit ,without any right of lien or set-off, to HDFC Bank on a daily basis, and submit their acceptance of these instructions in writing to HDFC Bank | |
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The amount maintained with ICICI Bank on a daily basis to be used for making payments to Low Cost Airlines only as deposit/booking. | |
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Credit Card / payment gateway receivables thru Citibank to be remitted to Cash Credit a/c with HDFC Bank on a daily basis for which the Company shall issue irrevocable and unconditional instructions to CITIBANK whose PG/POS terminals are/will be used for Credit Card acquisition, to remit the credit card receivables, without any right of lien or set-off, to HDFC Bank on a daily basis, and submit their acceptance of these instructions in writing to HDFC Bank. |
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The Company shall issue irrevocable and unconditional instructions to all present and future banks whose PG/POS terminals are/will be used for Credit Card acquisition, to remit the credit card receivables, without any right of lien or set-off, to HDFC Bank on a daily basis, and submit their acceptance of these instructions in writing to HDFC Bank. | |
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A minimum thruput of Rs 12 Crs per month to be routed through HDFC Bank payment gateway / POS Terminal. | |
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The company will not lend funds to/invest in group entities without the Banks written consent. | |
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The company will not raise addl. Borrowings or create charge on its properties/assets in favour of any other lender without the Banks consent. | |
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All other Terms and Conditions of our Sanction Letter dated 03-06-09 shall remain unchanged. |
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- | All future borrowings by the Borrower(or their associates) would be with the prior permission of HDFC Bank | |
- | The company will not avail any working capital facilities / bill discounting facilities or any other facility except from Banks in Multiple Banking Arrangement. This will be constituted as an event of default and would result in a recall of the facilities. |
- | All future secured borrowings by the Borrower(or their associates) would be with the prior permission of HDFC Bank |
/s/ Udit Azad
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/s/ Vishal Sachdeva | /s/ Rajesh Sharma | ||
Udit Azad
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Vishal Sachdeva | Rajesh Sharma | ||
Relationship Manager
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Senior Manager | Regional Head - North | ||
Emerging Corporates Group
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Emerging Corporates Group | Emerging Corporates Group |
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MAKEMYTRIP LIMITED
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INDEMNITEE
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Name of entity | Place of incorporation | Ownership interest | ||||
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MakeMyTrip (India) Private Limited | India | 99.98% | |||
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MakeMyTrip.com Inc. | Delaware, United States | 100% |