Business Context and Reporting Period
This Form 6-K filing by Yatra Online, Inc. is dated June 7, 2019. The report addresses a material legal development involving an arbitration dispute and a criminal investigation related to the acquisition of Air Travel Bureau Private Ltd. ("ATB").
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on legal proceedings and does not contain financial performance data for the period.
Material Changes and Legal Developments
- ATB Acquisition Status: On July 20, 2017, Yatra India (a subsidiary) agreed to acquire 50.94% of ATB for approximately INR 510 million. The Second Closing for the remaining shares has not occurred due to a disagreement on valuation for the Final Payment.
- Criminal Complaint: On June 4, 2019, the Economic Offences Wing (EOW) of the Delhi Police registered a First Information Report (FIR) based on a complaint by Mr. Sunil Narain, one of the Sellers. The complaint alleges cheating and criminal breach of trust regarding the Share Purchase Agreement.
- Respondents: The complaint names Yatra India, certain officers and directors of Company subsidiaries, and a partner in Yatra India's external auditing firm.
- Company Response: Yatra India denies the allegations, characterizing them as false and frivolous, and intends to vigorously defend the matter.
Guidance, Outlook, and Risks
- Arbitration Proceedings: On May 30, 2019, Yatra India filed a petition with the High Court of Delhi. On May 31, 2019, the Court granted interim relief, referred the matter to arbitration, and appointed an arbitrator. Proceedings have commenced.
- Outlook: Management believes the complaint was filed for collateral purposes. While they anticipate a favorable resolution through arbitration, they state there can be no assurance of the outcome.
- Risks: There is no assurance that the EOW will not pursue further action against the respondents. The resolution of this matter impacts the consummation of the purchase of the Sellers' remaining shares of ATB.
Key Facts for Investor Verification
- Verify the current status of the Delhi Police investigation and any potential charges against company officers or auditors.
- Monitor the timeline and rulings of the court-appointed arbitration regarding the ATB valuation dispute.
- Assess the potential financial impact of the unresolved Second Closing for the ATB acquisition.
- Review the "Risk Factors" section of the Company's Annual Report on Form 20-F (filed July 31, 2018) for additional context on the ATB transaction.