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Other capital reserve
12 Months Ended
Mar. 31, 2020
Other capital reserve  
Other capital reserve

30.  Other capital reserve

 

 

 

 

 

 

 

 

 

 

  

Share-based

  

Equity

  

 

  

 

 

 

payments

 

Instruments

 

Warrant

 

Total

March 31, 2018

 

809,365

 

341

 

23,258

 

832,964

Share-based payments expense during the year

 

295,680

 

 —

 

 —

 

295,680

Exercised during the year

 

(376,339)

 

 —

 

 —

 

(376,339)

Forfeited during the year

 

(13,447)

 

 —

 

 —

 

(13,447)

Expired during the year

 

(2,870)

 

 —

 

 —

 

(2,870)

March 31, 2019

 

712,389

 

341

 

23,258

 

735,988

Share-based payments expense during the year

 

11,536

 

 —

 

 —

 

11,536

Exercised during the year

 

(5,050)

 

 —

 

 —

 

(5,050)

Forfeited during the year

 

(6,401)

 

 —

 

 —

 

(6,401)

Expired during the year

 

(46,778)

 

 —

 

 —

 

(46,778)

March 31, 2020

 

665,696

 

341

 

23,258

 

689,295

 

30.1  Equity instruments

The Parent Company reserved 1,844 shares for the issuance at exercise price of INR 75.39  ($  1). These shares are considered as equity instrument and are recorded at fair value at the date of transaction under IAS 32

30.2  Share based payments

2006 Share Plan and 2006 India Share Plan

The Company has reserved an aggregate of 1,316,765 ordinary shares as at March 31, 2020 (1,316,765 ordinary shares as at March 31, 2019) for issuance to officers, directors and employees of the Company pursuant to its 2006 Share Plan and 2006 India Share Plan, both of which have been adopted by the board of directors (and the board of directors of Yatra India, in relation to the 2006 India Share Plan) and approved by the Company shareholders (and the shareholders of Yatra India, in relation to the 2006 India Share Plan) (collectively, the “Plan”). Out of such reserved shares, options to purchase 458,912 ordinary shares have been granted and are outstanding as at March 31, 2020 (March 31, 2019: 652,580 ordinary shares).

The share-based payment awards have the following vesting period under the same plan:-

1)   60 months, the first tranche vests after two years, while the remaining awards vest in equal installments on quarterly basis over the remainder of the vesting period.

2)   12  equal installments over 12 months.

3)   50% vest over 16 equal quarterly installments starting Dec 1, 2013; 25% vest if the “2015 Milestones” are met and then in eight quarters starting July 1, 2015; 25% vest if the “2016 Milestones” are met and then in four quarters starting July 1, 2016.

The Company estimates the expected term of stock grants equivalent to its vesting period. The Company has used the volatility of stocks of comparative companies with estimated life of options similar to its grants. The risk-free interest rate that is used in the option valuation model is based on U.S. treasury zero coupon bonds with a remaining term similar to the expected term of the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore has used an expected dividend yield of zero in the option valuation model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. All stock-based payment awards are amortized on a graded-vesting basis over the requisite service periods of the awards, which are generally the vesting periods.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 

 

 

2019

 

2020

 

  

 

  

Weighted

  

 

  

Weighted

 

 

 

 

average EP

 

 

 

average EP

 

 

No. of shares

 

per share

 

No. of shares

 

per share

Number of options outstanding at the beginning of the year

 

657,130

 

287.05

 

652,580

 

304.92

Granted during the year

 

 —

 

 —

 

 —

 

 —

Forfeited during the year

 

1,785

 

348.84

 

193,668

 

380.26

Expired during the year

 

2,581

 

270.10

 

 —

 

 —

Exercised during the year

 

184

 

300.11

 

 —

 

 —

Number of options outstanding at the end of the year

 

652,580

 

304.92

 

458,912

 

328.12

Vested/exercisable

 

652,580

 

304.92

 

458,912

 

328.12

 

The weighted average remaining contractual life for the share options outstanding as at March 31, 2020 was 2.22 years (March 31, 2019: 3.63 years).

The range of exercise prices for options outstanding at the end of the year was INR 294.43 to INR 408.93 (March 31, 2019: INR 270.10 to INR 375.14).

During the year ended March 31, 2020, share based payment expense for these options was recognized under personnel expenses (refer to Note 11) amounted to INR Nil (March 31, 2019: INR 24 and March 31, 2018: INR 432).

Company did not grant any options during the fiscal year ended March 31, 2020 and March 31, 2019.

Restricted Stock Unit Plan

On December 16, 2016, the Company approved a share incentive plan in connection with the business combination transaction (Refer to Note 43). The Company granted 2,000,000 restricted share units (RSU's), under the plan to eligible employees. Each RSU represents the right to receive one ordinary share. Out of 2,000,000 RSU’s, 74,458 shares have already been issued as part of treasury shares (Refer to Note 29).

The terms and conditions for 2,000,000 RSU’s:

1)

RSUs have daily graded vesting over a two year period.

2)

RSUs have a two year repurchase right in favor of the Company such that the Company will be able to acquire any unvested shares for a nominal amount, in case of termination of the services of the employee prior to vesting

3)

RSU’s grantee shall have the option of settling the tax obligation by selling the equivalent shares to the Company or by net settlement method as per IFRS 2 "Share-based payment”

During the financial year ending March 31, 2018, the Company had modified the vesting condition and 1,925,542 RSUs would vest in installments with one-fourth of the shares of RSUs vested on June 30, 2017 and three-quarters of RSUs vesting in six equal quarterly anniversaries following June 30, 2017 with the last quarter vesting on December 15, 2018.

 

 

 

 

 

 

 

 

March 31, 

 

  

2019

  

2020

 

 

No. of shares

 

No. of shares

Number of RSU’s outstanding at the beginning of the year

 

719,575

 

 —

Granted during the year

 

 —

 

 —

Forfeited during the year

 

372

 

 —

Expired during the year

 

738

 

 —

Vested during the year

 

718,465

 

 —

 

 

 

 

 

Vested/exercisable and not exercised

 

643,147

 

643,147

 

The weighted average remaining contractual life for RSU’s outstanding as at March 31, 2020 was Nil years (March 31, 2019:  Nil). 

The range of exercise prices for RSU’s outstanding at the end of the year is Nil (March 31, 2019: Nil). 

During the year ended March 31, 2020, share based compensation cost for these RSU's is recognized under personnel expenses amounting to INR Nil (March 31, 2019: 103,110 and March 31, 2018: 633,172). Refer to Note 11.

2016 Stock Option and Incentive Plan (the “2016 Plan”)

On December 13, 2016, the Company’s board of directors approved the 2016 Plan and on December 15, 2016, the Company shareholders approved the 2016 Plan. The 2016 Plan enables the Company to make equity based awards to its officers, employees, non-employee directors and consultants. The 2016 Plan provides for the grant of incentive share options, non-qualified share options, share appreciation rights, restricted share awards, restricted share units, unrestricted share awards, cash-based awards, performance share awards and dividend equivalent rights. The Company has reserved for issuance 8,943,801 authorized but unissued ordinary shares under the 2016 Plan as on March 31, 2020, which shares are subject to an annual increase on January 1 of each year equal to three percent of the number of shares issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2016 Plan. The 2016 Plan limits the number or value of shares that may be granted to any participant in any one calendar year, among other limits.  

During the year ended March 31, 2020, the Company pursuant to the “2016 Plan”, options to purchase Nil (March 31, 2019: 29,269) ordinary shares have been granted and 242,747 (March 31, 2019: 312,629) are outstanding as at March 31, 2020.

The share-based payment awards have the following vesting period under the same plan:-

1.   197,749 share options will vest over a period of four years in equal quarterly installments, with first such vesting on February 1, 2018 equivalent to 1/16th of the total number of stock options and with the last such vesting on November 1, 2021

2.   140,000 share options will vest over a period of two years in equal monthly installments commencing from first vesting on March 1, 2018 equivalent to 1/24th of the total number of stock options, with the last such vesting on February 1, 2020

3.   21,769 share options will vest over a period of one year and four months in equal monthly installments commencing from first vesting on September 1, 2018 equivalent to 1/16th of the total number of stock options, with the last such vesting on June 1, 2022

4.   7,500 share options will vest over a period of one year in equal monthly installments commencing from first vesting on January 31, 2019 equivalent to 1/12th of the total number of stock options, with the last such vesting on December 31, 2019

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

March 31, 2020

 

  

 

 

 

 

 

  

Weighted

 

 

 

 

Weighted

 

 

 

average

 

 

 

 

average EP

 

 

 

EP per

 

  

No. of shares*

  

per share

  

No. of shares*

  

share

Number of options outstanding at the beginning of the year

 

337,749

 

591.99

 

312,629

 

601.01

Granted during the year

 

29,269

 

406.10

 

 —

 

 —

Forfeited during the year

 

54,389

 

668.82

 

77,382

 

698.21

Number of options outstanding at the end of the year

 

312,629

 

601.01

 

235,247

 

640.98

Vested/exercisable

 

127,705

 

590.06

 

197,113

 

621.71

 

The weighted average remaining contractual life for the share options outstanding as at March 31, 2020 was 3.33 years (March 31, 2019: 4.94).

The range of exercise prices for options outstanding at the end of the year was INR 414.65 to INR 753.90 (March 31, 2019: INR 380.38 to INR 691.60).

During the year ended March 31, 2020, share based payment expense for these options was recognized under personnel expenses (refer to Note 11) amounted to INR 2,309 (March 31, 2019: 19,891 and March 31, 2018:  7,748).

The following tables list the inputs to the model used for the years then ended

 

 

 

 

 

  

March 31, 2019

Weighted average Fair value of ordinary share at the measurement date (USD)

 

5.67

Risk–free interest rate (%)

 

2.76% - 2.80%

Expected volatility (%)

 

38.63% - 40.64%

Expected life of share options in year

 

2.27 - 4.98

Dividend Yield

 

0.00%

Model used

 

Black-Scholes

 

The expected life of share options has been taken as mid point between first and last available exercise date.

The expected volatility reflects the assumption based on historical volatility on the share prices of similar entities over a period.

Restricted Stock Unit Plan (RSU) "2016 Plan"

The Company pursuant to the “2016 Plan” had approved a grant of 603,792 Restricted Stock Units (“RSUs”) and 271,779 are outstanding as at March 31, 2020 (March 31, 2019: 280,886).

The restricted stock unit awards have the following vesting period:-

1.

 87,879 RSUs granted, vesting of these RSAs would commence from May 31, 2017 with first vesting equivalent to 1/8th of the Balance RSAs for each of the employees and 1/8th getting vested at the end of each subsequent quarters till February 28, 2019.

2.

 4300 RSUs were fully vested on the grant date.

3.

 7,277 RSUs granted, these RSUs would vest over a period of four years in equal quarterly installments, vesting period of which will commence from July 01, 2017 with first such vesting on September 30, 2017 equivalent to one-sixteenth of these RSAs and with the last vesting to be done on or before June 30, 2021.

4.

 20,000 RSUs granted, these RSUs would vest over a period of time with first such vesting commencing from February 1, 2018 equivalent to 1/10th of the RSUs and rest of the RSUs vesting subsequently, in equal lots of 1/12th of such RSUs, at the end of every quarter commencing from February 1, 2018, with the last one twelfth vesting on February 1, 2021.

5.

 479,336 RSUs granted, these RSUs would vest over a period of one year in equal quarterly installments with first such vesting commencing from April 1, 2018 equivalent to 1/4th of these RSUs and with the last vesting effectuating on January 1, 2019.

6.

 5,000 RSUs granted, vesting of these RSAs would commence from April 1, 2018 with first vesting equivalent to 1/4th of the Balance RSAs for the employee and 1/16th getting vested at the end of each subsequent quarters till April 1, 2021.

 

 

 

 

 

 

 

  

March 31, 2019

 

March 31, 2020

 

  

No. of shares

  

No. of shares

Number of RSU’s outstanding at the beginning of the year

 

547,390

 

280,886

Granted during the year

 

 —

 

 —

Forfeited during the year

 

13,124

 

 —

Expired during the year

 

3,645

 

751

Vested during the year

 

249,735

 

8,355

Number of RSU’s outstanding at the end of the year

 

280,886

 

271,780

Vested/exercisable and not exercised

 

263,115

 

263,115

 

The weighted average remaining contractual life for RSU’s outstanding as at March 31, 2020 was 0.51 years (March 31, 2019: 1.03).

The range of exercise prices for RSU’s outstanding at the end of the year is Nil (March 31, 2019: Nil).

During the year ended March 31, 2020, share based compensation cost for these RSU’s is recognized under personnel expenses amounting to INR 2,826 (March 31, 2019: 159,857 and March 31, 2018: 88,829). Refer to Note 11

The expected life of RSU’s options has been taken as the vesting period.

The expected volatility reflects the assumption based on historical volatility on the share prices of similar entities over a period.