UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Yatra Online, Inc.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G98338109
(CUSIP Number)
December 19, 2016
(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)
[ ] Rule 13d-1(c)
[ X ] 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).
Continued on following pages
Page 1 of 5 Pages
Page 1 of 5 Pages
| SCHEDULE 13G | ||
| CUSIP No. G98338109 | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| RELIANCE CAPITAL LIMITED | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
| (b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Maharashtra, India | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 3,023,771 | |||||
| 6 | SHARED VOTING POWER | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 3,023,771 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,023,771 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 12.7% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
(1) This percentage is based on 23,803,803 ordinary shares outstanding as of March 31, 2017, according to the Issuer's annual report on Form 20-F filed on June 30, 2017.
| SCHEDULE 13G | ||
| CUSIP No. G98338109 | Page 3 of 5 Pages |
Item 1(a). | Name of Issuer: | |
| Yatra Online, Inc. (the “Issuer”) | ||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 1101-03, 11th Floor, Tower-B, Unitech Cyber Park, Sector 39, Gugaon Haryana 122002, India | ||
Item 2(a). | Name of Person Filing | |
| Reliance Capital Limited | ||
Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
| H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710, India | ||
Item 2(c). | Citizenship: | |
| Reliance Capital Limited is incorporated in Maharashtra, India under the Companies Act of 1956. | ||
Item 2(d). | Title of Class of Securities: | |
| Ordinary Shares, par value $0.0001 per share (the “Shares”) | ||
Item 2(e). | CUSIP Number: | |
| G98338109 | ||
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: | |
| This Item 3 is not applicable. | ||
Item 4. | Ownership: | |
| Item 4(a) | Amount Beneficially Owned: | |
| As of February 14, 2017 and the date hereof, Reliance Capital Limited may be deemed the beneficial owner of approximately 3,023,771 Shares. | ||
Item 4(b) | Percent of Class: | |
| As of February 14, 2017 and the date hereof, Reliance Capital may be deemed the beneficial owner of approximately 9.4% and 12.7%, respectively, of Shares outstanding. (There were 32,109,465 Shares outstanding as of December 19, 2016, according to the Issuer's Current Report on Form 6-K filed on December 22, 2016, and 23,803,803 Shares outstanding as of March 31, 2017 according to the Issuer's annual report on Form 20-F filed on June 30, 2017.) | ||
| SCHEDULE 13G | ||
| CUSIP No. G98338109 | Page 4 of 5 Pages |
Item 4(c) | Number of Shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: | 3,023,771 | |
| (ii) | Shared power to vote or direct the vote: | 0 | |
| (iii) | Sole power to dispose or direct the disposition of: | 3,023,771 | |
| (iv) | Shared power to dispose or direct the disposition of: | 0 |
Item 5. | Ownership of Five Percent or Less of a Class: | |
| This Item 5 is not applicable. | ||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |
| This Item 6 is 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: | |
| This Item 7 is not applicable. | ||
Item 8. | Identification and Classification of Members of the Group: | |
| This Item 8 is not applicable. | ||
Item 9. | Notice of Dissolution of Group: | |
| This Item 9 is not applicable. | ||
Item 10. | Certification: | |
| This Item 10 is not applicable. | ||
| Page 5 of 5 Pages |
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.
Reliance Capital Limited | |||
| By: | /s/ Amit Bapna | ||
| Amit Bapna | |||
| Chief Financial Officer | |||
October 10, 2017