Business Context and Reporting Period
This Form 6-K filing by Yatra Online, Inc. is dated October 17, 2019. The report discloses a material legal development involving Yatra Online Private Limited ("Yatra India"), a subsidiary of the Company, and Air Travel Bureau Private Limited ("ATB"), a subsidiary of Yatra India.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figure disclosed relates to a prior transaction:
- Upfront Payment: Approximately INR 510 million was previously paid for a 50.94% stake in ATB.
- Final Payment: The amount remains undetermined pending a calculation process outlined in the new agreement.
Material Changes and Legal Developments
On October 14, 2019, the Company entered into a Settlement and Amendment Agreement with Mr. Sunil Narain and ATB Finance and Investment Private Limited (the "Sellers"). This agreement addresses disputes arising from a Share Purchase Agreement dated July 20, 2017.
- Dispute Resolution: The agreement settles all disputes and claims related to the acquisition of ATB.
- Criminal Investigation: The filing references a First Information Report (FIR) registered on June 4, 2019, by the Economic Offences Wing of the Delhi Police regarding alleged criminal breach of trust. The Settlement Agreement includes provisions to quash this FIR and related proceedings.
- Arbitration: Parties filed a joint application to withdraw arbitration proceedings and record the settlement terms.
Guidance, Outlook, and Contingencies
The filing outlines a specific mechanism to determine the "Final Payment" for the remaining shares of ATB:
- Accounting Process: Separate accounting firms for each party will jointly calculate the final purchase adjustments. If they cannot agree, a third independent accounting firm will determine the amount.
- Legal Restraint: Pending the determination of the Final Payment, no party may initiate legal proceedings or file complaints regarding the Share Purchase Agreement.
- Liability: No party admitted liability by entering into the Settlement Agreement.
Investor Verification Checklist
- Verify the status of the joint petitions filed with the High Court of Delhi to quash the First Information Report.
- Monitor the appointment of the independent accounting firms and the timeline for determining the Final Payment amount.
- Confirm that the withdrawal of arbitration proceedings has been formally accepted by the arbitrator.
- Assess the potential financial impact of the Final Payment once calculated, as the amount is currently unknown.