0001594062-14-000221.txt : 20140630 0001594062-14-000221.hdr.sgml : 20140630 20140630141401 ACCESSION NUMBER: 0001594062-14-000221 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140630 DATE AS OF CHANGE: 20140630 GROUP MEMBERS: MEGA FAME HOLDINGS LTD. GROUP MEMBERS: TU GUIHUA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MakeMyTrip Ltd CENTRAL INDEX KEY: 0001495153 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85619 FILM NUMBER: 14948403 BUSINESS ADDRESS: STREET 1: TRIPPER VILLA, TOWER A, SP INFOCITY STREET 2: 243, PHASE 1, UDYOG VIHAR CITY: GURGAON STATE: K7 ZIP: 122016 BUSINESS PHONE: 91 124 439 5000 MAIL ADDRESS: STREET 1: TRIPPER VILLA, TOWER A, SP INFOCITY STREET 2: 243, PHASE 1, UDYOG VIHAR CITY: GURGAON STATE: K7 ZIP: 122016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Novel Century Ventures Ltd CENTRAL INDEX KEY: 0001612091 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 957, OFFSHORE INCORPORATIONS STREET 2: CENTRE, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: (852)2333-7827 MAIL ADDRESS: STREET 1: P.O. BOX 957, OFFSHORE INCORPORATIONS STREET 2: CENTRE, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13G 1 sc13g.htm SC 13G sc13g.htm


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
 
(Amendment No. ___)*
 
MakeMyTrip Limited
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
V5633W109
(CUSIP Number)
 
June 20, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
£
Rule 13d-1(b)
 
S      Rule 13d-1(c)
 
£      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

 
CUSIP No.    V5633W109
 
Page 2 of  9


1.
NAMES OF REPORTING PERSONS
Novel Century Ventures Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) £
(See Instructions)(b) S
 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
2,943,693
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
2,943,693
8.
SHARED DISPOSITIVE POWER
0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,943,693
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.06% (1)
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

(1) Based on 41,678,341 shares of common stock outstanding as of March 31, 2014.

 
 

 
CUSIP No.    V5633W109
 
Page  3 of 9



1.
NAMES OF REPORTING PERSONS
Mega Fame Holdings Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) £
(See Instructions)(b) S
 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,943,693
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,943,693

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,943,693
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.06% (1)
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

(1) Based on 41,678,341 shares of common stock outstanding as of March 31, 2014.

 
 

 
CUSIP No.    V5633W109
 
Page 4 of 9




1.
NAMES OF REPORTING PERSONS
Tu Guihua
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) £
(See Instructions)(b) S
 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,943,693
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,943,693

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,943,693
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.06% (1)
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

(1) Based on 41,678,341 shares of common stock outstanding as of March 31, 2014.

 
 

 
CUSIP No.    V5633W109
 
Page  5 of 9


Item 1.
 
(a)           Name of Issuer:  MakeMyTrip Limited (the "Company")
 
(b)           Address of Issuer's Principal Executive Offices:
 
Tripper Villa, Tower A, SP Infocity 243, Phase 1
Phase 1, Udyog Vihar
Gurgaon, K7 122016, India
 
Item 2.
 
(a)           Names of Persons Filing:
 
Novel Century Ventures Limited
Mega Fame Holdings Limited
Tu Guihua
 
(b)           Address of Principal Business Office or, if None, Residence:
 
Novel Century Ventures Limited
P.O. Box 957, Offshore Incorporations Centre, Road Town
Tortola, British Virgin Islands
 
Mega Fame Holdings Limited
P.O. Box 957, Offshore Incorporations Centre, Road Town
Tortola, British Virgin Islands
 
Tu Guihua
Rm. 24-2, Bld 10, Project B, Huaguoyuan, Nanming District
Guiyang, Guizhou Province, China
 
 
(c)
Citizenship or Place of Organization:
 
Novel Century Ventures Limited is a company organized in the British Virgin Islands.
 
Mega Fame Holdings Limited is a company organized in the British Virgin Islands.
 
Ms. Tu Guihua is a citizen of China.
 
(d)           Title of Class of Securities:  Common Stock
 
(e)           CUSIP Number:  V5633W109
 
Item 3.
If this statement is filed pursuant to § § 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
                (a)           £           Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
 
(b)
£
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c)
£
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 

 
 

 
CUSIP No. V5633W109
 
Page 6 of 9

 
 
 
(d)
£
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
 
(e)
£
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
 
(f)
£
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
 
(g)
£
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
(h)
£
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
£
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
(j)
£
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
 
(k)
£
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)           Amount beneficially owned:
 
Novel Century Ventures Limited                                                                     2,943,693
Mega Fame Holdings Limited                                                                           2,943,693
Tu Guihua                                                                                                             2,943,693
 
(b)           Percent of class:
 
Novel Century Ventures Limited                                                                     7.06%
Mega Fame Holdings Limited                                                                           7.06%
Tu Guihua                                                                                                            7.06%
 
(c)  Number of shares as to which such person has:
 
(i)  Sole power to vote or to direct the vote:
 
Novel Century Ventures Limited                                                                             2,943,693
Mega Fame Holdings Limited                                                                                                  0
Tu Guihua                                                                                                                                    0
 
(ii)  Shared power to vote or to direct the vote:
 
Novel Century Ventures Limited                                                                                       0
Mega Fame Holdings Limited                                                                             2,943,693
Tu Guihua                                                                                                               2,943,693
 
(iii)  Sole power to dispose or to direct the disposition of:
 
Novel Century Ventures Limited                                                                            2,943,693
Mega Fame Holdings Limited                                                                                                  0
Tu Guihua                                                                                                                                    0
 
 (iv)  Shared power to dispose or to direct the disposition of:
 
Novel Century Ventures Limited                                                                                       0
Mega Fame Holdings Limited                                                                             2,943,693
Tu Guihua                                                                                                               2,943,693

 
 

 
CUSIP No. V5633W109
 
Page 7 of 9

 
The 2,943,693 shares of the Issuer’s common stock beneficially owned by Novel Century Ventures Limited, Mega Fame Holdings Limited, and Tu Guihua consists of 2,943,693 shares of the Issuer’s common stock held directly by Novel Century Ventures Limited.  Novel Century Ventures Limited is a wholly owned subsidiary of Mega Fame Holdings Limited.  Ms. Tu Guihua owns all of the issued and outstanding capital stock of Mega Fame Holdings Limited.
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  £.
 
Not Applicable.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Novel Century Ventures Limited is a wholly owned subsidiary of Mega Fame Holdings Limited.  Ms. Tu Guihua owns all of the issued and outstanding capital stock of Mega Fame Holdings Limited.
 
Item 8.  Identification and Classification of Members of the Group.
 
This filing is on behalf of Novel Century Ventures Limited, Mega Fame Holdings Limited, and Ms. Tu Guihua.
 
Item 9.  Notice of Dissolution of Group.
 
        Not Applicable.
 
Item 10. Certifications.
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 

 
 

 
CUSIP No.    V5633W109
 
Page 8 of 9


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
                                                                                                                    Date: June 29, 2014
 
Novel Century Ventures Limited
 
By: Mega Fame Holdings Limited
Its: Director
 
By:   /s/ Tu Guihua                                                                
Name:  Tu Guihua
Title:  Director
 
Mega Fame Holdings Limited
 
By:   /s/ Tu Guihua                                                                
Name:  Tu Guihua
Title:  Director
 
By:   /s/ Tu Guihua                                                                
Tu Guihua

 
 

 
CUSIP No.    V5633W109
 
Page 9 of 9


 
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
 
The undersigned hereby agree as follows:
 
(i)            Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
 
(ii)            Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
Date:  June 29, 2014
 
Novel Century Ventures Limited
 
                    By: Mega Fame Holdings Limited
                        Its: Director
 
By:   /s/ Tu Guihua                                                                
Name:  Tu Guihua
Title:  Director
 
Mega Fame Holdings Limited
 
By:   /s/ Tu Guihua                                                                
Name:  Tu Guihua
Title:  Director
 
By:   /s/ Tu Guihua                                                                
Tu Guihua