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Blue Dart Express Ltd.

BSE: 526612 Sector: Services
NSE: BLUEDART ISIN Code: INE233B01017
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VOLUME 706
52-Week high 5625.00
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P/E 85.27
Mkt Cap.(Rs cr) 9,941
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OPEN 4275.00
CLOSE 4249.80
VOLUME 706
52-Week high 5625.00
52-Week low 3830.65
P/E 85.27
Mkt Cap.(Rs cr) 9,941
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Blue Dart Express Ltd. (BLUEDART) - Director Report

Company director report

DIRECTORS' REPORT

To the Members

Your Directors take great pleasure in presenting the Twenty Sixth Annual Report of yourCompany for the financial year ended March 31 2017

FINANCIAL RESULTS ( Rs. in Lakhs)
Particulars Standalone Consolidated
For the year ended March 31 2017 For the year ended March 31 2016 For the year ended March 31 2017 For the year ended March 31 2016
Revenues
Service Charges 268087 255192 268950 256294
Other Income 2782 3057 2616 3479
Less : Operating Expenses 241645 222121 234777 215671
Gross Profit (EBIDTA) 29224 36128 36789 44102
Less : Finance Cost 3125 3114 4501 4310
Depreciation & Amortisation 4393 4022 10375 10206
Earnings before tax 21706 28992 21913 29586
Less : Income Tax Expenses 7749 9994 7929 9903
Earnings after tax 13957 18998 13984 19683
Other Comprehensive Income (post Tax) 279 153 285 471
Total Comprehensive Income for the year 13678 18845 13699 19212
Non Controlling Interest
Profit is attributable to :
Owners of Blue Dart Express Ltd. 13984 19623
Non Controlling Interest - 60
Total 13957 18998 13984 19683
Retained Earnings
Balance as at the beginning of the year 31713 20939 22761 16816
Add : Profit for the year 13957 18998 13984 19623
Profit available for appropriation 45670 39937 36745 36439
Appropriations
Put / Call option liability towards Non-Controlling Interest in a - - - 5136
subsidiary
Deferred Tax adjustments on settlement of Put/Call liability - - 373 -
Dividend (including dividend distribution tax) 8568 5738 8568 5738
Transfer to Debenture Redemption Reserve 2333 2333 2333 2333
Remeasurement of post employment benefit obligation net of tax 279 153 285 471
Balance as at the end of the year 34490 31713 25186 22761

Notes :

1. The above figures are extracted from the standalone and consolidated financialstatements prepared in compliance with Indian Accounting Standards (Ind AS). Thesefinancial statements of the Company comply with all aspects with Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (the Act)[Companies (Indian Accounting Standards) Rules 2015] and other relevant provisions of theAct.

2. The comparative financial information of the Company for the year ended March 312016 and the transition date opening at April 1 2015 included in these Standalone andConsolidated Ind AS financial statements are based on the previously issued statutoryfinancial statements for the years ended March 31 2016 and March 31 2015 prepared inaccordance with the Companies (Accounting Standards) Rules 2006 (as amended) andadjustments to those financial statements for the differences in accounting principlesadopted by the Company on transition to the Ind AS.

3. Expenses include one time professional charges of Rs. 3514 lakhs for the year endedMarch 31 2017 towards consultation & advisory services to strengthen the company'sstrategic plans.

REVIEW OF PERFORMANCE

The Indian economy continued to witness slow growth during the current year. TheEconomic Survey 2017 projected a 6.5% growth for 2016-17. The Central Statistics Officehad earlier projected a growth rate of 7.1% for 2016-17. Demonetization implemented onNovember 8 2016 is estimated to have impacted growth. The Company observed a drop inrevenue which impacted Net Sales/income from operations as well as profit for the last fewmonths.

In such a challenging scenario your Company posted a profit after tax of Rs. 13957Lakhs for the year ended March 31 2017 as compared to Rs. 18998 Lakhs for the year endedMarch 31 2016. Income from operations for the year ended March 31 2017 was Rs. 268087Lakhs as compared to Rs. 255192 Lakhs for the year ended March 31 2016. With a dedicatedair and ground network enhanced with cutting-edge technology Blue Dart continues to beSouth Asia's premier air and integrated transportation distribution and logisticscompany. It offers a wide range of innovative and simplified solutions across industryverticals. Your company has been persistent in its commitment to deliver excellent servicequality high customer satisfaction and innovative methods to enhance service offerings.Your company is a market leader in the organised air express and a leading player in theorganised ground express and has been servicing the e-tail industry ever since itsemergence in India. Your Company is continuously striving to meet the demands of thee-tail industry through various value added services. Your company offers extensivecoverage in Blue Dart country with dedicated infrastructure captive fleet teams fordeliveries and 24x7 shipment visibility which further enhances the service. Your Companyalso offers multiple delivery options such as parcel shops parcel locker and mobileservice centers for greater convenience of our valued customers. Your Company has animpeccable service record driven by motivated and passionate team the testimony for whichrests in the numerous awards bestowed on the Company over the years. As a responsiblecorporate entity your Company continues to contribute towards environmental and socialcauses that enhance and nurture the society in which it operates.

Your Company has invested extensively in technology infrastructure to createdifferentiated delivery capabilities quality services and customized solutions forcustomers. The use of technology has minimized cost improved processes and allowed thecompany to introduce innovative solutions to provide customers high quality service. YourCompany provides most efficient solutions to e-tailers and their customers with a seamlessand unique experience. Some examples include digitization of the entire logistics chaincustomized reports and automated performance updates APIs 24x7 shipment visibilityonline dashboards for real time status etc. In order to enable a digitalized payment yourCompany added over 15 digital wallets on the courier hand-held machines apart fromenabling acceptance of credit/debit cards. As a consequence information technologyremains one of the Company's key differentiators in the industry.

Your Company's online presence through official Facebook Twitter Google+ and YouTubepages reached an extensive audience base and rapidly gathering followers creating astream of customers who are ardent advocates of the brand and influence a positive opinionin the new age media.

Your Company is also the first largest and till date the only Express delivery companyin India with dedicated freighters offering air services through a fleet of six Boeing 757-India flying through the night to allow for late cut-offs and early morning deliveries. Acustomer delight.

Your Company continues to focus on innovation reach expansion transit timeimprovements emerging towns (Tier-II III and IV) activation strengthening thedistribution channel to enhance reach and strives to keep delivering beyond theexpectations of all stakeholders.

Blue Dart continues to be certified to the ISO 9001 standards since 1996 andsuccessfully re-certified itself in September 2014 for a 3 year period to the new globalISO 9001-2008 standards for "design management and operations of the countrywideexpress transportation and distribution services within the Indian sub-continent andinternational destinations serviced through multinational express companies".

Your Company continues to drive "First Choice" and "Net PromoterApproach" (NPA) initiatives enhancing process improvements customer centricity andservice quality mission.

INDIAN ACCOUNTING STANDARDS (Ind AS)

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified applicability of Ind AS to a certain class of Companies.Accordingly Ind AS was applicable to your Company for the accounting period beginningApril 1 2016 with a transition date on April 1 2015. Your Company has adopted the Ind ASand the financial statements comply with all aspects with Indian Accounting Standards (IndAS) notified under Section 133 of the Companies Act 2013 (the Act) [Companies (IndianAccounting Standards) Rules 2015] and other relevant provisions of the Act. Thecomparative financial information of the Company for the year ended March 31 2016 and thetransition date opening balance sheet as at April 1 2015 included in the Standalone andConsolidated Ind AS financial statements are based on the previously issued statutoryfinancial statements for the years ended March 31 2016 and March 31 2015 prepared inaccordance with the Companies (Accounting Standards) Rules 2006 (as amended) andadjustments to those financial statements for the differences in accounting principlesadopted by the Company on transition to the Ind AS.

Transition to Ind AS was smooth and did not have any significant financial impact asCompany was already following prudent accounting policies similar to IFRS standards. TheBoard of Directors complimented finance team for smooth transition to Ind AS.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 15/- (Rupees Fifteen Only)per equity share for the year ended March 31 2017 subject to necessary approval by theShareholders at the Annual General Meeting of the Company. The Dividend on Equity sharesincluding Dividend Distribution Tax once approved by the members at the ensuing AnnualGeneral Meeting will sum up to a total of Rs. 4284 Lakhs equivalent of 30.7% of thestandalone profit after tax as compared to the total dividend (including DividendDistribution Tax) of Rs. 8568 Lakhs for the previous year.

Dividend Distribution Policy :

Regulation 43A of the SEBI Listing Regulations ("LODR") requires top 500listed companies to formulate a Dividend Distribution Policy based on marketcapitalization. In compliance with the said requirement the Company has formulated itsDividend Distribution Policy which is available on the company's website athttps://www.nseprimeir.com/z_ BlueDart/files/DividendDistribution_Policy_Bluedart.pdf

INTEREST ON DEBENTURES

The Company paid Interest on the Unsecured Redeemable Non-Convertible Debentures onMarch 31 2017 aggregating to Rs. 3113 Lakhs.

Details of the unsecured redeemable non-convertible Debentures are as under:

Particulars Series I Series II Series III
Issue price Rs. 10/- Rs. 10/- Rs. 10/-
Issue date November November November
21 2014 21 2014 21 2014
No of debentures 166095538 94911736 71183802
Rate of Interest 9.3% p.a. 9.4% p.a. 9.5% p.a.
Period (Tenure) 36 months 48 months 60 months
Date of Redemption November November November
20 2017 20 2018 20 2019

Axis Trustee Service Ltd. acts as the Debenture Trustee.

TRANSFER TO DEBENTURE REDEMPTION RESERVE

In accordance with the requirements of the Companies Act 2013 the Company has createdan additional provision of Rs. 2333 Lakhs (previous year Rs. 2333 Lakhs) in respect ofUnsecured Redeemable Non-Convertible Debentures. The balance in Debenture RedemptionReserve as at March 31 2017 stood at Rs. 5638 Lakhs.

OPERATIONS REVIEW

Your Company offers secure and reliable delivery of consignments to over 35000locations in India. As part of the DPDHL Group your

Company accesses the largest and most comprehensive express and logistics networkworldwide covering over 220 countries and territories and offers an entire spectrum of thelogistic solutions.

Your Company is flexible innovative and an agile organisation offering solutions toall sectors across the express logistics supply chain in the country be it traditionalbusinesses such as Banking and Financial Services (BFSI) IT Automotive Pharmaceuticalsetc. or new age opportunities like E-tailing. Your Company has always pioneered solutionsfor the industry which have become benchmarks for others to follow.

Your Company has an unmatched infrastructure extensive reach a fleet of six Boeing757-200 freighters with a capacity of 425 tonnes per night a flotilla of over 9400vehicles 608 facilities and over 10000 committed passionate and extraordinarilytalented Blue Darters driven by a unified passion of delivering service excellence andvalue for customers.

Your Company carried over 1841.49 Lakhs domestic shipments and over 9.12 Lakhsinternational shipments weighing more than 641284 tonnes during the financial year endedMarch 31 2017.

FACILITIES / INFRASTRUCTURE

During the year your Company added 97 new and 7 replacement facilities taking totalnumber of facilities to 608 with a combined area of over 3122501 sq.ft. across thecountry. The Company added hubs at various locations viz; Nagpur Goa Raipur VijayawadaVisakhapatnam Pondicherry Bhopal Gwalior Rajkot Indore etc. Your Company plans tofurther strengthen and consolidate its infrastructure both air and ground.

AVIATION SYSTEM

The Company has an ACMI Contract with India's first and only cargo airline Blue DartAviation Ltd. (BDAL) a wholly owned subsidiary company for dedicated air carriagecapacity which has ensured strong support in sustaining Blue Dart's leadership positionthrough its unique aviation network. During the year your Company received repayment ofLoan from BDAL of Rs. 3911 Lakhs (Previous year Rs. 3208 Lakhs). As at March 31 2017the outstanding loan balance is Rs. 5437 (Previous year Rs. 9348 Lakhs) of which Rs.2441 Lakhs (Previous year Rs. 3911 Lakhs) is receivable within 12 months of balancesheet date. The loan carries an interest computed at an average ‘base' rate of IDBIBank and ICICI Bank with an interest re-set bi-annually. The Company has paid Rs. 7568Lakhs as Inter Corporate Deposit to BDAL and the same was repaid on March 31 2017.

During the year BDAL strengthened its existing fleet of six Boeing 757-200 freightersto meet the growing demand and improve service quality. BDAL handled 41 charters anduplifted 94394 tonnes on its network. This was made possible with an unprecedentedadditional

243 day flights in addition to scheduled night operations to handle additional loadswithin limited resources and significantly contributed to your company's performance.

BDAL has delivered an ‘On Time Performance' of 86.58% and ‘Technical DispatchReliability' of 99.42% which is the best in the industry.

FINANCE

Your Company's financial position continues to remain healthy with adequate liquidityto meet the Company's strategic objectives and medium term obligations.

CASH FLOWS

During the year your Company has generated a net cash flow of Rs. 14293 Lakhs fromits operations as against Rs. 27080 Lakhs in the preceding financial year on standalonebasis. This cash was partially deployed in Capital Assets Investments Debt servicing andfor payment of dividend.

WORKING CAPITAL MANAGEMENT

Despite a challenging uncertain and an adverse global and local macroeconomicscenario your Company continued to manage its working capital efficiently which isconsidered to be the best in the industry and within the benchmarks laid by the DPDHLgroup.

Your Company efficiently utilized its surplus funds by investing in various high rateddebt schemes (liquid category) of mutual funds / fixed deposits with Banks. Liquidity inthe Balance Sheet requires to be balanced between earning and adequate returns coveringfinancial risk. The Company's growth has been entirely fueled through cash generation fromoperations which is adequate to support its working capital and capital expenditurerequirements.

The Company's Earnings Per Share (basic & diluted) for the year ended March 312017 stood at Rs. 58.82 per share as compared to Rs. 80.07 per share for the previous yearended March 31 2016.

CREDIT RATING

Your Company continues to enjoy high credit rating for its Debentures and commercialpaper programme / short-term debt programme:

1. ICRA Ltd. (an Associate of Moody's Investors Service) and

India Ratings & Research Private Ltd. (a Fitch Group Company) have reaffirmed"[ICRA] AA" (stable) rating and "IND AA"

(stable) rating respectively for Company's Unsecured Non convertible Debenture of Rs.33220 Lakhs.

2. "[ICRA] A1+" (ICRA A one plus) reaffirmedby ICRA Ltd. for the

Company's commercial paper/ short-term debt programme of

Rs. 2500 Lakhs (outstanding –Nil). The rating indicates highest credit qualityfor short term instruments.

3. "ICRA AA" (stable) (ICRA double A) (long term rating) to the Company'sBank limits (working capital) of Rs. 3615 Lakhs (including fund based and non-fund basedlimits). The rating considered to have high degree of safety regarding timely servicing offinancial obligation carrying very low credit risk. ICRA also assigned "ICRAA1+" (ICRA A one plus) (short term rating) for the said limits. The rating indicatesvery strong degree of safety regarding timely payment of financial obligation carryinglowest credit risk.

4. IND "A1+" (IND A one plus) reaffirmed by India Ratings and

Research Private Ltd. for the Company's short-term debt programme of Rs. 3000 Lakhs(outstanding –Nil) indicating the strongest capacity of timely payment of itsfinancial commitments.

SUBSIDIARY COMPANIES

On November 24 2016 the Company acquired balance 6240000 equity shares of Blue DartAviation Limited (BDAL) for a consideration of Rs. 7061 lakhs (including incidentalexpenses) and thereby enhanced its holding into BDAL from 74% to 100%. Consequently BDALbecome a wholly owned subsidiary of the Company with effect from November 24 2016.

The Audited Financial Statements of BDAL and Concorde Air Logistics Ltd. (CALL) whollyowned subsidiary companies for the year ended March 31 2017 together with the reports ofDirectors and Auditors are attached. The Statement containing salient features of thefinancial statements of the subsidiary companies in the prescribed format viz; AOC-1 isannexed as ‘Annexure A' to the Board's Report. The statement also provides thedetails of performance and financial position of the subsidiary companies. TheConsolidated Financial Results represent those of the Company and its wholly ownedsubsidiaries viz; BDAL and CALL. The Company has consolidated its results in accordancewith the Ind AS 110 - ‘Consolidated Financial Statements' pursuant to Section 133 ofthe Companies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015.Pursuant to requirements of Regulation 16 (c) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated ‘Policy on determining Material Subsidiaries'.

The Policy is posted on the website of the Company viz; www.bluedart. com. The web linkof the said Policy is viz; http://www.nseprimeir.com/z_

BlueDart/files/Bluedart_

DHL EXPRESS (SINGAPORE) PTE. LTD. PROMOTER SHAREHOLDER

DHL Express (Singapore) Pte. Ltd. holds 75% of the Equity Capital of the Company. Theacquisition of majority shares by DHL Express (Singapore) Pte. Ltd. in the year 2005provides the Company and its customers with a firm strategic advantage. The combinedservice offerings of both the organisations cover the entire spectrum of distributionwithin India and globally. Your Company's brand ‘Blue Dart' is a leading brand in thecountry with an unmatched domestic network robust infrastructure and skilled personnel.DHL is an acknowledged global leader with a strong and long-standing presence in India.Together both present a powerful backbone to business and support the "Make inIndia" mission. In our efforts to constantly collaborate and optimise with thesupport of our group Companies viz; DHL Express (India) Pvt. Ltd. DHL Supply Chain(India) Pvt. Ltd. DHL Logistics Pvt. Ltd. Williams Lea Tag the India Steering Committeecomprising of Senior Management

Team Leaders from each group Company made significant progress in the past year tomaximise synergies amongst business units with focus on improving infrastructure servicequality and cost efficiencies thereby improving the customer experience.

OUTLOOK FOR THE FUTURE

There is a huge focus on building infrastructure in India despite various challengesviz; complex regulatory compliances different tax structures in the States changingbusiness models urbanization and shortage of skilled manpower etc. Progressing towardsthe golden quadrilateral project Delhi-Mumbai industrial corridor dedicated freightcorridors for railways new civil aviation policy Goods and Service Tax (GST)implementation the smart city mission and the Jan-Dhan-Aadhar trinity are steps in thepositive direction. The implementation of GST will be a game changing reform for theIndian economy developing a common Indian market and reducing the cascading effect of taxon the cost of goods and services. GST will further give impetus to the transport andlogistics industry in India. While the entire dynamics of transportation and logisticswill undergo a sea change post GST implementation it will lead to a leaner and optimisedlogistics industry which in turn will lead to enhanced efficiencies. Both logistics aswell as manufacturing companies will be able to take better advantage of the economies ofscale generated by realignment of distribution strategies. GST has the potential toaccelerate growth in the logistics industry. GST implementation will reduce time taken atvarious check posts while transporting goods thereby reducing costs for customers andlogistics companies. Presently trucks remain idle for a long period of the total traveltime due to Central Sales Tax/ Octroi Payment check post clearances etc. Your company'sfocus on customer service is appreciated by customers on account of quick response timeand reliability. This holds true for E-tailing and also for other industry verticals viz;Banking Financial Services Automotive Electrical Consumer Durables PharmaceuticalsFMCG Textile Computer/ IT etc. Your company has been a leading service provider to theseindustries which is evident from the best in class Customer Satisfaction scores numerousindustry awards and various recommendations from customers across verticals.

Your Company is optimistic about the growth of the Indian industry. Life Sciences andHealthcare Automotive Consumer Durables Banking & Financial Services Computer/ITe-tailing etc. which are largely domestic consumption-driven will continue to grow. YourCompany will continue its focus on product innovation and service enhancements andregistering good growth numbers by partnering in the industrial and services growth story.The SME sector is also a good avenue for growth and company has been extensivelypartnering their sector in its growth through customized products and solutions andincreased connectivity to markets. Your company is geared to face challenges for theFinancial Year 2017-2018. Your Directors look forward to improved performance over thecoming years.

READINESS FOR GST

Your company is closely keeping track of the GST related legislations impacting variousfacets of its business as and when the relevant provisions of legislation albeit in theform of draft laws are being unveiled. The company is also taking proactive steps toprovide inputs to the relevant government authorities in the form of representationsindividually and through various industry forums positively contributing to shaping andensuring seamless implementation of the new tax compliance structure. At theorganizational level the Company is overhauling its ERP systems and business processes toensure compliance with GSTN requirements. Also cross-functional teams are working towardsGST readiness in all aspects.

ENTRY TAXES

During the financial year 2016-17 few States introduced entry tax on e-commerce goodsentering their borders the major ones being Rajasthan Madhya Pradesh Uttar Pradesh andHimachal Pradesh. Each of the states had their unique set of requirements with regard tothe timing of payment process to be followed for declaration of goods nature of securityand permits required at the time of entry. The introduction of entry taxes in these statesresulted into increased compliance requirements. There is also working capital blockage tosome extent since company is first paying entry taxes and subsequently gets re-imbursementfrom the customers. The Company has suitably amended its processes and systems to ensurethat this does not impact service delivery promise to its customers.

AWARDS AND RECOGNITIONS

Your company's innumerable efforts in the pursuit of endless excellence were recognizedthroughout the year ended March 31

2017. The position as an industry leader was significantly reiterated by the accoladesreceived from several industry bodies and customers. Your Company won several awards whichvalidate its Brand Equity Leadership Human Resource Marketing Customer ServiceBusiness acumen and Corporate Social Responsibility.

Your Company is benchmarked to international standards and has won several brandleadership awards viz; recognized as one of ‘Top 25 Employers in India' by AonHewitt voted as a Business Superbrand for the 10th consecutive year and Reader's DigestMost Trusted Brand Award for the 11th consecutive year honoured with the Amity LeadershipAward for Business Excellence by Leveraging IT in Express Distribution Services –2017 the ‘Iconic Brand' in the Logistics Sector at the Globe Platinum Awards 2016 inHong Kong awarded for Brand Excellence in Supply Chain & Logistics Sector at theBrand Excellence Awards the Most Efficient Last Mile Operator of the Year at the 10thExpress Logistics and Supply Chain (ELSC) Regional Express Provider of the Year Award atPayload Asia 2016 Award National Award for Excellence in Cost Management Ranked 2 inTransportation sector by ‘Best companies to work for in India 2016' - Awarded byGreat Place to Work Institute India National Award for Innovation in Learning 2016National Award for Marketing Excellence in Supply Chain & Logistic Sector 2016

Your Company was honoured with the DHL AP Innovation Award 2017 and DHL eCommerce Award2017 – HR 2017 awarded the Gold in the "Employer of Choice" in the DPDHLCEO Awards – 2016 category and awarded with the Excellence in Employee Engagement atthe Business World 2nd HR Excellence Awards 2016 and Ranked 17th amongst top 50‘Best companies to Work for in India 2016' by Great Place to Work Institute IndiaYour Company was recently honoured with the Gold award in the Living Responsibilitycategory at the DPDHL CEO Awards in Malta for its flagship Sustainability programe BlueEdge: Empowering Lives and Corporate Social Responsibility Award at Payload Asia 2016Awards.

Mr. Anil Khanna Managing Director was conferred with several distinguished awardswhich include the ‘Iconic Leader' at the prestigious Globe Platinum Awards 2016 inHong Kong award for Outstanding Contribution to CSR at the South Asian Partnership Summit& Business Awards in Sri Lanka and ranked as Most Valuable CEO by Business World.

Mr. Yogesh Dhingra Group CFO & CSO has been a recipient of several prestigiousawards this year which includes the Best CFO of an MNC (Medium Corporate) OverallChampion CFO at the Yes Bank – Business World Best CFO Award 2017 Best CFO forExcellence in Sustained Wealth Creation at the CMO Asia's ‘Asia CFO ExcellenceAwards' Lifetime Achievement Award at the National Award for CFO

Excellence CFO of the year and one of the Most Influential CFOs of India by CharteredInstitute of Management Accountants – CIMA. Mr. Aneel Gambhir CFO was honoured withthe CFO NEXT 100 Award at the CFO Next 100 Award 2016.

DIRECTORS

Mr. Surendra Sheth (DIN: 00089981) tendered his resignation as a Director with effectfrom May 12 2016. The Board of Directors accepted his resignation and placed on recordimmense contribution of Mr. Sheth to the Company during his tenure for more than 24 years.The Board of Directors placed on record its appreciation for the valuable servicesrendered by Mr. Sheth during his tenure as a director and wished him the very best in allhis future endeavours. During the year Air Marshal M. McMahon (Retd.) (DIN: 00234293) hasbeen appointed as an Independent Director of the Company with effect from February 102017 for a term of five years in accordance with the postal ballot procedure as prescribedunder the provisions of Companies Act 2013. Air Marshal M. McMahon (Retd.) wascommissioned as a fighter pilot and served in the IAF for 42 years. On graduating hestood first in Flying. He underwent the T - 33 / F- 86 Advanced Gunnery Course in the USAand was awarded certificates for standing first in Low Level Strafe and Low Angle Bombing.He was an A2 Qualified Flying Instructor and was winner of the Chief's of Air Staff trophyfor standing first in flying during important staff appointments were Director Air StaffRequirements Asst. Chief of Air Staff (Operations) Inspector General of the IAF and ViceChief of Air Staff. He is a recipient of the Param Vishist Seva Medal Ati Vishist SevaMedal and Vishist Seva Medal.

Mr. Narendra Sarda (DIN: 03480129) has been re-appointed as an Independent Director ofthe Company for a term of five years with effect from March 28 2017 in accordance withthe postal ballot procedure as prescribed under the provisions of Companies Act 2013. Mr.Narendra Sarda was President of The Institute of Chartered Accountants of India (ICAI) in1993-1994. He was also the Chairman of Deloitte Haskins Sells & Affiliates India from2007 to 2011. He was a Public Representative Director on the Board of The Stock ExchangeMumbai (BSE) from 1999 to 2001. He was a member on the Board of the erstwhileInternational Accounting Standards Committee London from 1993 to 1995.

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Thomas Kipp (DIN: 06921955) Director retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he meets requisite criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) times during the year ended March 31 2017. Thedetails of Board Meetings and attendance of Directors are provided in the CorporateGovernance Report.

AUDIT COMMITTEE

As on March 31 2017 the Audit Committee comprises of three Non-Executive Directorsviz; Mr. Sharad Upasani Mr. Malcolm Monteiro and Mr. Narendra Sarda.

The Chairman of the Committee is Mr. Sharad Upasani.

The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. In the meeting of the Board of Directors ofthe Company held on April 15 2016 the Board of Directors enhanced terms of reference andscope and functioning of the Audit Committee to align with the new requirements of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

In the meeting of Board of Directors of the Company held on May 5

2017 Mr. Yogesh Dhingra has been appointed as Group CFO & Chief Strategy Officer(CSO) and Mr. Aneel Gambhir as CFO with effect from May 8 2017.

Mr. Anil Khanna Managing Director Mr. Yogesh Dhingra Group CFO & CSO Mr. AneelGambhir CFO and Mr. Tushar Gunderia Company Secretary are Key Managerial Personnel ofthe company as per section 203 of the Companies Act 2013.

Mr. Anil Khanna Managing Director Mr. Yogesh Dhingra Group CFO & CSO Mr.AneelGambhr CFO Statutory Auditors and Internal Auditor are permanent invitees to the AuditCommittee Meetings. Mr. Tushar Gunderia acts as secretary to the Committee.

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has in place sound internal control system to ensure that all assets areprotected against loss from any unauthorised use and all transactions are recorded andreported correctly. The company's internal control system is further supplemented by theinternal audits carried out by an in-house internal audit team and a co-sourced audit firmviz; KPMG. Well-established and robust internal audit processes both at the business andcorporate level continuously monitor adequacy and effectiveness of the internal controlenvironment across the company and status of compliances with the operating systemsinternal policies and regulatory requirements. In addition to above your Company engagedM/s. KPMG for review of the Internal control frame work and based on advice received fromKPMG the company has rolled out a Risk Control Matrix for each of the processes.

During the year your company has established and maintained adequate and effectiveinternal financial controls over financial reporting criteria established by the companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India (ICAI). These responsibilities include the designimplementation and maintenance of adequate internal financial controls which wereoperating effectively for ensuring an orderly and efficient conduct of business includingadherence to company's policies the safeguarding of its assets prevention and detectionof frauds and errors accuracy and completeness of the accounting records and timelypreparation of reliable financial information as required under the Act. During the yearthe Company implemented IT enabled Legatrix compliance tool to track and monitorcompliances pan India.

DOWNSTREAM INVESTMENT

As per the Auditor's Certificate on a downstream investment in the Indian subsidiarythe company is in compliance with the FDI regulations and has obtained requisitecertificate from the statutory auditors in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 of the Companies Act 2013 and Regulation 22of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the company has formalized the process andinstitutionalized ‘Whistle Blower Policy' within the Company. The company is availingservices of KPMG Advisory Services Pvt. Ltd. renowned consultancy firm which hasestablished Blue Dart Ethics Hotline. In terms of the policy all suspected violations and‘Reportable Matters' must be reported to the Ethics Committee via Blue Dart EthicsHotline. Ethics Committee comprises of Mr. Aneel Gambhir – CFO Mr. Barttanu Das– Head-HR and Mr.Tushar Gunderia Company Secretary & Head Legal &Compliance. The Policy is applicable to all directors employees officers customersvendors and/or third party intermediaries such as agents and consultants whether appointedon permanent temporary full-time part-time contractual probation or on retainer basisand engaged to conduct business on behalf of the company and its subsidiary companies. ThePolicy provides for direct access to the chairperson of the Audit Committee in appropriateor exceptional cases. None of the Whistle Blowers were denied access to the AuditCommittee of the Board. The company has posted "Whistle Blower Policy" on itswebsite viz; www.bluedart.com. The web link of the Whistle Blower Policy ishttp://www.bluedart.com/ WhistleBlowerPolicy

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to requirements of Regulation 25 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has afamiliarisation programme for Independent Directors with regard to their role rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. The Board Members are provided with all necessarydocuments/ reports and internal policies to enable them to familiarise with the Company'sprocedures and practices. Periodic presentations are made at the Board and the Boardconstituted committee meetings pertaining to business and performance updates of thecompany global business environment business strategies and risks involved.

Directors attend training programmes/ conferences on relevant subject matters and keepthemselves abreast of the latest corporate regulatory and industry developments.

The same has been posted on website of the company viz; www. bluedart.com. The weblinkof familiarisation programme is http://www.nseprimeir.com/z_BlueDart/files/FamiliarisationProgramme.pdf

CSR COMMITTEE

In accordance with the statutory requirements your Company constituted CSR Committeeon February 5 2014. The CSR Committee of the company comprises of Mr. Sharad Upasani asthe Chairman of the Committee and Mr. Anil Khanna and Mr. Malcolm Monteiro as members ofthe Committee.

The CSR Committee along with CSR Implementation / Management Committee is responsiblefor formulating and implementing the CSR Policy of the Company.

Mr. Yogesh Dhingra Group CFO and CSO is the permanent invitee to the CSR Committee ofthe Board. Mr. Tushar Gunderia acts as Secretary to the Committee.

CSR INITIATIVES / CSR POLICY

Corporate Social Responsibility is an integral part of our strategy. We are committedto our responsibility towards the Society Community and environment. We want to make apositive contribution to our world by using our knowledge and domestic / global presencein a way that benefits the planet and its people.

As an Indian company with a global outlook we endeavor to maintain healthy balancebetween economic environmental and social interests. Under the motto of "LivingResponsibility" your Company (along with the DPDHL Group) focuses its corporateresponsibility on protecting the environment and reducing emissions (GoGreen) disastermanagement (GoHelp) and championing education (GoTeach). These are supported andcomplemented by the regional community initiatives which demonstrate voluntary commitmentspecial abilities and enthusiasm of Blue Darters across the country. In accordance withthe provisions of Section 135 of Companies Act 2013 and Companies (CSR Policy) Rules2014 the Company has formulated and posted the CSR Policy on website of the company viz;www.bluedart.com. The Annual Report on CSR activities in accordance with the Companies(Corporate Social Responsibility Policy) Rules 2014 undertaken by the Company during theyear is annexed as ‘Annexure B' to the Board's Report.

NOMINATION & REMUNERATION COMMITTEE

As on March 31 2017 the Nomination & Remuneration Committee comprises of Mr.Narendra Sarda as Chairman and Mr. Sharad Upasani and Mr. Malcolm Monteiro as members ofthe Committee. Mr. Anil Khanna Managing Director and Mr. Yogesh Dhingra Group CFO andCSO are permanent invitees to the Committee.

NOMINATION & REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Companies Act 2013 the Board has onrecommendation of Nomination & Remuneration Committee formulated a Policy onDirectors' appointment and remuneration including criteria for determining qualificationspositive attributes independence of a Director and other matters provided under Section178(3) of Companies Act 2013.

Nomination & Remuneration Policy has been annexed to the Corporate GovernanceReport.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company re-aligned its existing ‘Investors Grievance Committee' as‘Stakeholders Relationship Committee' with an enhanced scope and functioning. TheStakeholders Relationship Committee comprises of Mr. Malcolm Monteiro as the Chairman ofthe Committee and Mr. Anil Khanna as member of the Committee.

RISK MANAGEMENT

As on March 31 2017 the company's Risk Management Committee comprise of Mr. NarendraSarda as the Chairman of the Committee and Mr. Sharad Upasani Mr. Anil Khanna Mr.Malcolm Monteiro Directors and Mr. Yogesh Dhingra Group CFO & CSO Mr. Aneel GambhirCFO and Mr. Tushar Gunderia Company Secretary as Members of the Committee. Your Companyhas formulated Risk Management Policy which provides an overview of the principles of riskmanagement explains an approach adopted by the company towards risk management andmitigation define the organizational structure for effective risk management develop a"risk" culture which encourages employees to identify risks and associatedopportunities and respond to them with an effective action identify assess manage andmitigate existing and new risks in a planned and co-ordinated manner with minimumdisruption and cost to protect and preserve the company's human physical and financialassets.

The Risk Management Committee maintains comprehensive oversight on risks attributed tothe organisation and guides Management on activities reviews results of risk assessmentand mitigation plan development process reviews and monitor operating of risk managementprocess and reports to the Board of Directors on status of risk management initiatives andits effectiveness.

Your Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating measures on a continuing basis. YourCompany has a process in place to inform the Audit Committee and the Board of Directors onrisk assessment and minimisation procedures and periodic review is conducted in order toensure that Management controls risk through defined framework.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans guarantees or investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

Related Party Transactions entered into during the Financial Year were at an arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the company with the persons/related party(s) asdefined under Section 2(76) of the Companies Act 2013 which may have a potential conflictwith the interest of the company at large.

All Related Party Transactions were placed before the Audit Committee and the Board forapproval. None of the Directors has any pecuniary relationship or transactions with thecompany.

The particulars of contracts or arrangements with related parties as required underSection 134(3)(h) in prescribed Form AOC - 2 is annexed herewith as ‘Annexure C' tothe Board's Report.

The ‘Policy on Related Party Transactions/Disclosures' as approved by the Board isposted on the company's website viz www.bluedart. com The web link of ‘Policy onRelated Party Transactions/Disclosures' ishttp://www.nseprimeir.com/z_BlueDart/files/Bluedart_RelatedParty Disclosures final.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 yourDirectors confirm that; i. In the preparation of the Financial Statement the applicableaccounting standards have been followed and that no material departures have been madefrom the same; ii. They have selected accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company at the end of the financial year andof the profit of the company for that year; iii. They have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; iv. They have prepared the annual accounts on a goingconcern basis; v. They have laid down proper internal financial controls to be followed bythe Company and that the financial controls were adequate and were operating effectively;and vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

Pursuant to provisions of Companies Act 2013 Schedule IV and Regulation 17 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an Annual Performance Evaluation of its ownperformance the Chairperson Directors individually as well as the evaluation of theworking of its Committees. In line with effective governance requirements the Boardreviews its own performance annually using a pre-determined template designed as a tool tofacilitate the evaluation process. The assessment was built around the functioning of theBoard as a whole its Committees and also the evaluation of Individual Directors. Theself-assessment format considered performance effectiveness with regard to Boardcomposition expertise dynamics strategic oversight risk management and internalcontrol succession planning and leadership.

While the individual directors' performance was reviewed by the Chairperson and rest ofthe Board excluding the Director being evaluated the Chairperson's and Non-IndependentDirectors performance were appraised through feedback from the Independent Directors.

AUDITORS

The existing Statutory Auditors M/s. Price Waterhouse Chartered Accountants (FirmRegistration no. 301112E) will retire at conclusion of forthcoming Annual General Meetingof the company. Pursuant to provisions of the Companies Act 2013 requiring rotation ofauditors M/s. S. R. Batliboi & Associates LLP Chartered Accountants (FirmRegistration No. 101049W/ E 300004) are being recommended by the Audit Committee and Boardof Directors for appointment as Statutory Auditors in place of M/s. Price Waterhouse.

M/s. S. R. Batliboi & Associates LLP Chartered Accountants have confirmed thattheir appointment if made will be in accordance with the provisions of Section 139 ofthe Companies Act 2013 and they satisfy the criteria provided under section 141 of theCompanies Act 2013.

The Board of Directors has placed on record their appreciation for the servicesrendered by M/s. Price Waterhouse during their association with the Company as StatutoryAuditors.

The Board of Directors has recommended appointment of M/s. S. R. Batliboi &Associates LLP Chartered Accountants (Firm Registration no. 101049W/E 300004) asStatutory Auditors of the Company from the conclusion of the Twenty Sixth Annual GeneralMeeting upto the conclusion of the Thirty First Annual General Meeting subject tonecessary approval by the shareholders of the company at the ensuing Annual GeneralMeeting and ratification by the shareholders each year.

The Auditors' Report for 2016-17 does not contain any qualification reservation oradverse remarks.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed M/s. Nilesh Shah & Associates Company Secretary in Practice to undertake"Secretarial Audit" of the Company for the year ended March 31 2017. TheSecretarial Audit Report is annexed herewith as ‘Annexure D' to the Board's Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT- 9 inaccordance with Section 92 (3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 as amended is annexed herewith as ‘Annexure E' tothe Board's Report.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015

The company's Equity Shares and Unsecured Redeemable and Non-Convertible Debenturesare listed on the BSE Limited and National Stock Exchange of India Limited (NSE). Thecompany has paid its

Annual listing fees for the listed securities to the stock exchanges for the FinancialYear 2017-2018.

The Company has formulated following Policies as required under Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

1. ‘Policy for Preservation of Documents' under Regulation 9 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

2. ‘Archival Policy' under Regulation 30 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 The web link of ‘Archival Policy' is;http://www.nseprimeir.com/z_BlueDart/files/Bluedart_Archival_ Policy.pdf

3. ‘Policy on Criteria for determining Materiality of events / information' underRegulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015The web link of the ‘Policy on Criteria for determining Materiality ofevents/information' is; http://www.nseprimeir.com/z_BlueDart/files/Bluedart_Policy_for_determining_Materiality.pdf

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by the Securities andExchange Board of India (SEBI). Your Company adopts high standards of Corporate Governancein all areas of functioning with strong emphasis on transparency integrity andaccountability. Your Company believes that Corporate Governance is an application of thebest management practices compliance of law in true letter and spirit and adherence toethical standards for effective management and distribution of wealth and discharge ofsocial responsibility for sustainable development of all stakeholders.

In order to re-enforce the message on insider trading and to strengthen the existingsystem the company has implemented software tool viz; ‘Trackin' provided by thecompany's Share Transfer Agent to track any share dealings by the Company Insiders in thesecurities of the Company.

A section on Corporate Governance along with a certificate from the Auditors confirmingcompliance of conditions of Corporate Governance as stipulated under Regulation 34 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed and forms part of the Directors' Report.

A detailed review of operations performance and future outlook of the company and itsbusiness is given in the Management Discussion and Analysis Report which forms an integralpart of this Report and is set out as a separate section to this Annual Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

The Listing Regulations mandates the inclusion of the BRR as part of the Annual Reportfor top 500 listed entities based on market capitalization. In compliance with the ListingRegulations BRR disclosures have been integrated into this Annual Report.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 pertaining to corporategovernance norms Mr. Anil Khanna Managing Director and Mr.Yogesh Dhingra Group CFO andCSO have certified inter-alia on review of financial statements and establishing andmaintaining internal controls for the financial reporting for the year ended March 312017. The said certificate forms an integral part of the Annual Report.

DEPOSITS

During the year your Company has not accepted any deposits within the meaning of theprovisions of Section 73 and / or 76 of the Companies Act 2013 and rules made thereunder.

HUMAN RESOURCE DEVELOPMENT

The Human Resources (HR) function has always been aligned with the business objectivesand requirements for a effective partnership. Blue Dart is recognised as one of India'sBest places to work. Some of the highlights of key areas on which HR laid emphasis andachieved results were viz; Employee Morale & Motivation Performance ManagementSuccession Planning & Executive Development Review Competency Development EmployeeWellness and Well Being Work- Life Balance Initiatives etc.

The ESS survey in 2016 was conducted with a unique and strategic approach facilitatedby HR under the guidance of Managing Director and other Senior Management Team members.This approach focused on facilitating senior management communication/ dialogue/interaction with employees and clarification sessions for ESS issues / employee touchpoints. For the first time HR launched the ESS communication campaign focusing more onstructured interaction between SMTs and employees prior to the launch of ESS in 2016. TheEmployee Satisfaction Survey for the year 2016 was conducted with 98.3% employeesparticipating in the survey.

The mean satisfaction score for the year is 94.6%. ‘Pride for Working in BlueDart' has a high score of 97.4% and ‘My future in Blue Dart' scored 95.6%. Employeeengagement has also emerged as one of the highest scoring items with a score of 94.8%.Besides these few other parameters such as ‘Job secured with good performance'‘Blue Dart does a good job for customers' and ‘Working in Blue Dart is good forme' also ranked high. This high engagement score has become possible due to activeleadership of Senior Management Team members / Managers / Supervisors through regularinteractions action plan on areas of concern and focusing on them with propercommunication and feedback sessions.

Performance Management

The performance management system in Blue Dart is managed through the online HRISplatform PRIDE known as Motiv8 ePMS for all management cadre employees. It has acompetency framework subset (Motiv8 i.e. 8 competencies) which is interlinked and isused for the assessment of an employee along with the KRA/KPI assessment. The annualappraisal for 2015-16 was conducted for 9600 employees out of this around 3070employees have undergone the appraisal process through Motiv8 online ePMS process. Todevelop the competency aspect of the employees various trainings have been incorporatedto strengthen the development culture. Some of the major interventions are as under onwhich continuous focus was given in 2016: New Age Leadership Development Program (NALDP):NALDP is a customized supervisory Leadership Development Programme. The three stages arePrarambh – Key supervisory skills; Neev – Team building and management skillsand Udaan – Leadership skills. Delivering Smiles: This is a continuous training forthe Front Line Operation Employees on how to face customers grooming behavior problemsolving of customers etc. to enable a great customer experience etc.

PEP Certification Program: As part of Strategy 2020 Connect pillar the Post -eCommerce - Parcel (PeP) division has decided to launch the Certified Specialist programto achieve quality leadership & service excellence. The key objective of PeP expertmodule is striving to be better and staying the best and to certify all Managers andemployees as PeP experts by end of 2020. The PeP Expert Foundation training was rolled outfrom August 2016. Blue Dart has 7 Master Facilitators and 60 PeP Facilitators. In 2016567 employees successfully completed the PeP Foundation training.

Bench-strength of Leadership pipeline

To fortify the bench strength and leadership pipeline of future leadership initiativeslike Graduate Executive Trainee (GET) – Umang and the Management Trainee (MT)programmes continue to add value. In the last few years 3 batches of Management Traineescovering more than 100 MTs from various management colleges and more than 50 GETs acrossIndia have been on-board.

Blue Dart conducted panel review for 185 managers with 122 being assigned Individualdevelopment plan.

Employee Reward & Recognition

In order to keep the motivation level high of the employees and recognize outstandingwork done by them 13 Blue Darters were honored with the ‘Employee of the Year' award& 3 Blue Darters with ‘Outstanding

Sales Performer' in Malaysia for their excellent contribution. 1026 Blue Darters wereawarded with the on-the-spot Bravo award by individual managers for excellent work. 12Blue Darters were awarded the prestigious Super Darter award for achievements beyond thecall of duty. The company is proud that 906 Blue Darters joined the True Blue Club oncompletion of 5 years of service.

OTHER PROGRAMS

Upstairs 2016: As part of the Deutsche Post DHL Group's corporate responsibilitystrategy UPstairs - GoTeach Initiative promotes equal education opportunities 7 childrenof Blue Darters have been selected for Upstairs scholarship in year 2016. Through theUpstairs program the company has supported the selected employee's children with financialassistance for three years. The UPstairs program was held on October 7 2016.

Appreciation Fortnight: Blue Dart is known for its employee passion and commitment.In an endeavour to make thanksgiving and appreciation a part of the organization culturevia a structured process the second edition of Appreciation Fortnight was celebrated from9th-21st November 2016. Thank You post cards and badges were given to Blue Darters bySenior Management and Managers to acknowledge the team contribution with a note ofappreciation.

XITE 2016: XITE is a Talent Management initiative started by XBU India HR Council(IHC) and ably supported by the Indian Steering

Committee (ISC) to nurture & promote internal talent movement for challenging rolesacross DHL business in India via various XBU projects. Blue Dart and DHL units collaboratewith each other by sending employees for certain projects across the business divisions.In 2016 7 DHL employees including 4 from Blue Dart have undertaken projects on"Parcel shops - Vendor identification design of selection criteria andpromotion" and "Market Study on Commodities & Trade

Lane for Export". The XITE Felicitation Ceremony took place on September 29 2016.

STEP (Subsidized Tuition & Educational Plan): This policy enables employees toacquire higher qualification skills to boost career prospects/ personal development/improve effectiveness on current assignment. Blue Dart believes in continuing such goodpeople practice and encouraging more and more employees to take advantage of this policy.

BRACE (Blue Dart's Reimbursement of Accident Claims & Expenses): This is awellness initiative which aims at providing timely relief including reimbursement ofmedical expenses.134 Blue Darters benefitted from the BRACE policy in 2016.

STEPATHLON 2016: Stepathlon is a unique pedometer based mass participation eventwhich provides a simple and relevant solution to transform the sedentary into active andthe active into more active. Blue Dart has participated in the 2016 Stepathlon programwith 149 Blue Dart participants.

Blue Bubbles: A diversity and inclusiveness framework at Blue Dart the BlueBubbles launched on International Women's Day (March 8 2016). Over 160 women Blue Dartershave been covered under this program. Under the Blue Bubbles policy some initiatives forwomen Blue Darters have been recommended such as Career break leave/ relocation optionsand Half Day Working Provision opportunities.

EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made byemployees of the company at all levels. Blue Dart has always been acknowledged for itspeople and customer centric approach. Blue Dart's People-First philosophy coupled withpassion and commitment of its employees has enabled the company to overcome manychallenges in the past. Information on the particulars of employees' remuneration as perSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of this Report. Howeveras per the provisions of Section 136 (1) of the Companies Act 2013 the report andaccounts are being sent to all shareholders of the Company excluding the Statement ofParticulars of Employees which is available for inspection at the registered office of thecompany during working hours. Any shareholder interested in such particulars may inspectthe same.

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub – section 12 of section 197 of the Companies Act2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 form part of this Report as ‘Annexure F' to the Board'sReport.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE

The particulars regarding conservation of Energy Technology Absorption and foreignexchange earnings and expenditure stipulated under section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rule 2014 is annexed as ‘Annexure G' to theBoard's Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect offollowing items since there were no transactions in respect of below items during the yearunder review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. Neither Managing Director nor the Whole-time Directors of the Company received anyremuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. As on March 31 2017 there are no associate company or joint venture company withinthe meaning of Section 2(6) of the Act.

ACKNOWLEDGEMENT

Your Directors appreciate contribution made by the employees of the Company andacknowledge their hard work and dedication to ensure that the Company consistentlyperforms well and remains a leading player in the Express Industry.

The Board of Directors wish to express their sincere appreciation and thanks to allcustomers suppliers banks financial institutions solicitors advisors Government ofIndia concerned State Governments and other authorities for their consistent support andco-operation towards contributing to the company's success.

We are also deeply grateful to our shareholders for the confidence and faith that theyhave always placed in us.

For and on behalf of the Board of Directors

Sharad Upasani Anil Khanna
Chairman Managing Director
DIN: 01739334 DIN: 01334483
Malcolm Monteiro Air Marshal M. McMahon (Retd.)
Director Director
DIN: 00089757 DIN: 00234293
Narendra Sarda
Director
DIN: 03480129
Mumbai
May 19 2017