EX-4.20



 Exhibit 4.20 
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 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. 
  

 

					
	 




	 	 INDIA NON JUDICIAL
  

Government of National Capital Territory of Delhi

 
 e-Stamp
	  	

  

					
	Certificate No.	  	:	  	IN-DL40990818486137L
			
	Certificate Issued Date	  	:	  	24-Jul-2013 11:15 AM
			
	Account Reference	  	:	  	IMPACC (IV)/ dl741103/ DELHI/ DL-DLH
			
	Unique Doc. Reference	  	:	  	SUBIN-DLDL74110380821373898300L
			
	Purchased by	  	:	  	IBM DAKSH BUSINESS PROCESS SERVICES P L
			
	Description of Document	  	:	  	Article Others
			
	Property Description	  	:	  	Not Applicable
			
	Consideration Price (Rs.)	  	:	  	0
			
		  		  	(Zero)
			
	First Party	  	:	  	IBM DAKSH BUSINESS PROCESS SERVICES P L
			
	Second Party	  	:	  	MAKEMYTRIP INDIA PVT LTD
			
	Stamp Duty Paid By	  	:	  	IBM DAKSH BUSINESS PROCESS SERVICES P L
			
	Stamp Duty Amount(Rs.)	  	:	  	100
			
		  		  	(One Hundred only)

  

					
	  
	 	Please write or type below this line	 	  


 Amendment to the 
 Business Process Outsourcing Services Agreement And 
 Statement of Work

 Dated July 12th, 2013 
 By and between 

MAKEMYTRIP INDIA PRIVATE LIMITED 
 And 
 IBM DAKSH BUSINESS PROCESS SERVICES PRIVATE LIMITED 








 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.

 This Twelfth (12th) Amendment Agreement (“Amendment No. 12”)
dated[        ] to the Business Process Outsourcing Services Agreement dated March 05, 2008, First Amendment dated July 16, 2008, Second Amendment dated July 28, 2009, Third Amendment dated
November 4, 2009, Fourth Amendment dated December 09, 2010, Fifth Amendment dated December 10, 2010, Sixth Amendment dated December 18, 2010, Seventh Amendment dated April 7, 2011, Eighth Amendment dated October 27,
2011 9th Amendment dated December 29, 2011, 10th Amendment dated July 4, 2012 and 11th Amendment dated November 1, 2012 thereto and Statement of Work
dated March 05, 2008 and Statement of Work for OBT and DH dated January 1, 2012 (collectively referred to as “Agreement”) is made at New Delhi: 
 By and between: 
 MakeMyTrip India Private Limited, a Company registered under the
Companies Act, 1956 and having its corporate office at 103, Udyog Vihar, Phase I, Gurgaon, 122016 (hereinafter referred to as “MMTL” which expression shall, unless repugnant to or inconsistent with the context, mean and include its
successors and permitted assigns), of the ONE PART 
 And 
 IBM Daksh Business Process Services Private Limited, a Company registered under the Companies Act, 1956 and having its registered office at Birla Tower, 1st Floor, 25, Barakhamba Road, Connaught
Place, New Delhi 110001 (hereinafter referred to as “IBM” which expression shall, unless repugnant to or inconsistent with the context, mean and include its successors and permitted assigns), of the OTHER PART. 

WHEREAS MMTL has entered into the Agreement with IBM and both Parties agree to amend the Agreement as mentioned below. 

TERMS AND CONDITIONS GOVERNING THIS AMENDMENT NO. 12 
 The Parties have agreed to amend and include the following terms and conditions in regard to the Agreement: 
  

	 	I.	Delete the existing Section 4 of Amendment No. 9 dated December 29, 2011 and replace it with the following new Section 1: 


“Termination for Convenience: 
 Both IBM and MMTL may elect to terminate the Business Process Outsourcing Services Agreement or any applicable Statement of Work under it, for convenience. Such Termination can only be done by providing
six (6) months written notice, in advance to the other Party. Such notice can only be served after seven (7) years from the Transaction Effective Date as per the Business Process Outsourcing Services Agreement dated March 05, 2008
after MMTL pays to IBM the following Termination Fee: 
  

					
	 Period of Serving Termination Notice
	  	Termination Fee	 
	 5th Mar’2015 to 4th Mar’2016
	  	 	XXXX	  
	 5th Mar’2016 to 4th Mar’2017
	  	 	XXXX	  








 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.

  

	 	II.	Amend Point 2 of Amendment No. 6 dated December 18, 2010, with the following: 


In no month of each applicable year shall the total Agent billable headcount go below the minimum committed headcount (aggregate at both
Gurgaon and Chandigarh and or any future location) as indicated in the table below for such applicable year. The Key Milestones for change in the minimum billable Agent headcount are as per the following table 

 

																	
	 Effective Date
	  	Up to
30th Sept 2014	 	  	As on
1st Oct 2014	 	  	As on
1st Oct 2015	 	  	1st Oct 2016
Onwards	 
	 Minimum Committed Headcount
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  

 Notwithstanding the above said, where MMTL represents to IBM the scope to reduce Agent count owing to
efficiencies obtained by MMTL by deploying automation, the parties agree that MMTL shall be entitled to reduce the billable Agent count by requisite numbers as mutually agreed upon by the parties. However, MMTL agrees that such reduction in Agent
headcount shall not exceed the numbers indicated in the table below, for the applicable year in which the automation deployment takes place 
  

																	
	 Effective Date
	  	Up to
30th Sep 2014	 	  	From 1st Oct 2014
to 30th Sep 2015	 	  	From 1st Oct 2015
to 30th Sep 2016	 	  	From 1st Oct 2016
onwards	 
	 Max Count Reduction
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  

  

	 	III.	Amend Point III of Amendment No. 11 dated November 1, 2012 and Point 2 of Amendment No. 6 dated December 18, 2010, as following:


 The Ramp up plan to reach additional 350 billable headcounts for OBT and Post Sales Line of Business, depending
on forecasts and requirements of MMTL is as follows: 
  

																					
	 Time Period
	  	July 2013	 	  	Aug. 2013	 	  	Jan. 2014	 	  	Jan. 2015	 	  	Jan. 2016
Onwards	 
	 Existing HC
	  	 	409	  	  	 	409	  	  	 	409	  	  	 	409	  	  	 	409	  
	 Additional /Ramp HC (OBT)
	  	 	0	  	  	 	25	  	  	 	75	  	  	 	200	  	  	 	275	  
	 Additional /Ramp HC (Post Sales)
	  	 	0	  	  	 	25	  	  	 	50	  	  	 	50	  	  	 	75	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total HC
	  				  	 	459	  	  	 	534	  	  	 	659	  	  	 	759	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 








 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.

  

	 	IV.	Delete and replace Point V of Amendment No. 11 dated November 1, 2012 with the following: 


 

	 	1.	A transaction shall be considered loss when the profit booked on it goes in negative due to factors under IBM Daksh’s control. 


 

	 	2.	For Financial year 2013 & financial year 2014 target loss per transaction for each Lob is provided below in Table A. 


 

	 	3.	In case actual losses per transaction is more than target losses per transaction, IBM Daksh shall pay penalties equal to the XXXX of the following two:


  

	 	a)	Percentage of service billing (as per Table A) 

  

	 	b)	(Actual loss per transaction - Target loss per transaction)* Number of transactions, for that Lob 


Table A (all figures below are in INR) 
  

																									
	 LOB
	  	Target Loss per
transaction	 	  	Slab 1	 	  	Slab 2	 	  	Slab 3	 	  	Slab 4	 	  	Slab 5	 
	 Post Sales India
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Post Sales US
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Sales US
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Sales Ex India
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Sales OBT
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Dom Holiday
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Refunds
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Ticketing Ex India
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Ticketing India
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Ticketing US
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Penalty as % age of service billing
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  

 Example: If for the financial year 2013 the actual loss per transaction for Post sales Lob
is INR 2.70, then the penalty amount shall be calculated as follows: 
 Service revenue = INR 9 crores 

Total number of transaction (for 6 months) = 16 lacs 
 Target loss per transaction for the lob = XXXX 
 Actual loss per transaction for
the lob = INR 2.70 
 Total Penalty payable shall be lower of the following: 

 

	 	a)	XXXX (as per slab 3 of Table A) of INR 9 crores = XXXX 

  

	 	b)	(2.70 – XXXX) x 16 lacs = XXXX 

 Hence the penalty amount payable shall be XXXX 







 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.

 Also, Client agrees to pay reward to IBM, if overall losses at IBM center (for all LOB’s and all centers of IBM put
together) stays below INR 1 crore as per the below methodology. 
 The reward will be to split the savings 50:50 with IBM

 Example: If for financial year 2013 the Total Overall loss is INR 90 Lacs, then against the
target of INR 1 Crore, total saving that IBM brought is of INR 10 lacs, hence IBM reward will be 50% of the savings i.e. INR 5 Lacs. 
  

	 	4.	The above adjustment shall be done on annual basis. 

  

	 	5.	The target loss per transaction in Table “A” are on the basis of base lined data, However it is agreed that IBM will make reasonable efforts to improve upon
these levels. 

 Imposition of such penalty shall constitute Customer’s sole and exclusive remedy. This
penalty will be under the aggregate rewards and liability cap as provided in Clause 1 of Appendix 1 of Amendment No. 2 dated July 28, 2009. 
  

	 	V.	Delete Point 3 of Amendment No. 6 dated December 18, 2010 and Point 10 (Charges Section) of Schedule 2 (Statement of Work for OBT and DH Line of Business)
dated January 1, 2012, and replace with the following: 

 Charges / Price (Per Headcount Per Month)

  

									
	 	  	 Line Of Business
	  	Location	  	Price in INR	 
	 Sales
	  	Sales US	  	Chandigarh	  	 	XXXX	  
	  	Sales Ex India	  	Chandigarh	  	 	XXXX	  
	  	Holidays	  	Chandigarh	  	 	XXXX	  
	  	Sales US	  	Gurgaon	  	 	XXXX	  
	  	Sales Ex India	  	Gurgaon	  	 	XXXX	  
				
	 Service
	  	Post Sales US	  	Chandigarh	  	 	XXXX	  
	  	Post Sales India	  	Chandigarh	  	 	XXXX	  
	  	Ticketing US	  	Chandigarh	  	 	XXXX	  
	  	Refund	  	Chandigarh	  	 	XXXX	  

  

	 	•	 	 All Prices mentioned above are in INR Per Agent Per Month. 



 

	 	•	 	 Mentioned Prices will be effective as July 01, 2013 



 

	 	•	 	 Above mentioned prices are first year prices and will be applicable till December 2013 for Holidays LoB and till February 2014 for all other
LoB’s. 


  

	 	•	 	 Thereafter XXXX Price increase will be applicable effective January 01 every year for Holidays LoB and 5th of March every year for all other LoB’s for remaining term of
the contract 


  

	 	•	 	 All other Pricing Assumptions to remain same as per the Agreement. 



 

	 	•	 	 Max Hours possible by an advisor is 208 hours excluding non-billable aux in FTE structure and not including any Overtime 









 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.

  

	 	•	 	 IBM to share interval wise tracking mechanism to reflect APS requirement vs actual APS logged net of aux 



 

	 	•	 	 For Sales LOB’s the overall combined headcount should be equal to approved billable headcount for the below mentioned leverage to apply.



 Actual Monthly Billable FTE for Chandigarh Delivery Location shall be as per following methodology which
would be applicable 01st April 2013: 
  

	 	•	 	 In case actual HC >= Approved HC, lower of below 


  

	 	•	 	 Approved HC 


  

	 	•	 	 Actual Hours Delivered / 167 (No. of Hours Per Agent Per Month as defined for Chandigarh location 



 

	 	•	 	 Actual Live agent for a given month 


  

	 	•	 	 In Case Actual HC>= 93% of approved HC but less than 100%, 



 

	 	•	 	 Actual Hours Delivered / 167 (No. of Hours Per Agent Per Month as defined for Chandigarh location capped to maximum of 105% of actual agents on floor
(Live Agents) 


  

	 	•	 	 In case Actual HC< 93% 


  

	 	•	 	 Actual Hours Delivered / 167 (No. of Hours Per Agent Per Month as defined for Chandigarh location capped to maximum of actual agents on floor ( Live
Agents) 


 For understanding purposes a Live Agent is defined as follows: 

Live Agent: Number of Agents assigned to the project (tracked by IBM’s systems) for a particular month prorated by the number
of days agent was associated with the project. 
 Illustrative Example: 

Agent 1 associated with the project for 30 days = (1 * 30)/30 = 1 Live Agent 

Agent 2 associated with the project for 15 days = (1 * 15)/30 = 0.50 Live Agent 

Over time hours as agreed to and approved by client shall be over and above the hours calculated by the above methodology

  

	 	VI.	Amend Clause VI of Amendment No. 11 dated November 01, 2012 to add the following as point no. 4: 


4. IBM will issue a credit to MMTL, of Actual Incentive amount (as per the above mentioned grid) or XXXX, whichever is lower 

 

	 	VII.	Amend Section 3 of the Business Process Outsourcing Service Agreement dated March 05, 2008 to add the following : 


Monthly Invoice raised by IBM to also include, Sales Incentive, R&P billing, Training Billing, Pass Through Costs and any other Line
Items to be billed to the client for the respective month. 







 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.

 MMTL will communicate to IBM the incentive plan and budget 7 days prior to commencement of the incentive plan. IBM and MMTL
will mutually agree on a percentage share of MMTL funded sales incentive to be spent on non-sales work force in the quarterly incentive plan. 
 IBM will initiate a quarterly reconciliation with MMTL for agent incentives paid during the quarter and any under or over recovery will be shared with the MMTL. Any settlement can only be done in the
subsequent billing cycle post the reconciliation activity is completed. 
  

	 	IX.	Amend Schedule 2 to Appendix 1 of Amendment 2 dated July 28, 2009, to remove the following KPI’s: 


 

	 	•	 	 CSAT 


  

	 	•	 	 FCR 


  

	 	•	 	 Service Levels 


  

	 	X.	Amend to Appendix 1 of Amendment 2 dated July 28, 2009 to add the following Schedule 4 for new KPI’s along with their Targets: 


ASAT – Post Sales International 
  

													
	 Time Period
	  	Penalty	 	  	Target	 	  	Reward	 
	 Q3 2013
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Q4 2013
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Q1 2014 onwards
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  

 ASAT – Holidays Post Sales 
  

													
	 Time Period
	  	Penalty	 	  	Target	 	  	Reward	 
	 Q3 2013
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Q4 2013
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Q1 2014 onwards
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  

 AHT 
  

																	
	 Line of Business
	  	Penalty	 	  	Target	 	  	Reward	 	  	Tolerence	 
	 Post Sales India
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  
	 Post Sales US
	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  	  	 	XXXX	  

 IBM will qualify for earning rewards on AHT in case the Service Levels are XXXX of the calls answered in
20 seconds. 
  

	 	XI.	 This Amendment No. 12 shall be effective from 1st July 2013 (“Amendment No. 12 Effective Date”) and shall be co-existent and co-terminus with
the Agreement. 


  

	 	XII.	Except for the amendments provided hereunder, all other terms and conditions of the Agreement, which have not been specifically changed / amended / modified hereunder,
shall remain unchanged and continue to be binding between the Parties and the same shall be deemed to be a part of this Amendment No. 12 by reference. 


 

	 	XIII.	This Amendment No. 12 read together with the Agreement reflects the complete understanding between the Parties. This Amendment No. 12 is incorporated into and
deemed to be part of the Agreement. 








 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.

  

	 	XIII.	This Amendment No. 12 read together with the Agreement reflects the complete understanding between the Parties. This Amendment No. 12 is incorporated into and
deemed to be part of the Agreement. 

 ACCEPTED AND AGREED TO BY THE FOLLOWING AUTHORISED REPRESENTATIVES OF THE PARTIES:

  

									
	MakeMyTrip India Private Limited	 		 	IBM Daksh Business Process Services Pvt. Ltd.
					
	By:	 	/s/ JASMEET SINGH	 		 	By:	 	/s/ Gerald von Kalm
					
	Name:	 	JASMEET SINGH	 		 	Name:	 	Gerald von Kalm
					
	Title:	 	HEAD – CUSTOMER CONTACT GROUP	 		 	Title:	 	CFO
					
	Date:	 	25 JULY 13	 		 	Date:	 	25 JULY 2013
					
	Seal:	 		 		 	Seal: