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Blue Dart Express Ltd.

BSE: 526612 Sector: Services
NSE: BLUEDART ISIN Code: INE233B01017
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OPEN 4600.05
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VOLUME 122
52-Week high 7165.00
52-Week low 4500.00
P/E 60.83
Mkt Cap.(Rs cr) 10914.38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4600.05
CLOSE 4594.10
VOLUME 122
52-Week high 7165.00
52-Week low 4500.00
P/E 60.83
Mkt Cap.(Rs cr) 10914.38
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

To the Members

Your Directors have great pleasure in presenting the Twenty Fifth Annual Report of yourCompany for the financial year ended March 31 2016.

FINANCIAL RESULTS

(Rs.in Lacs)
Particulars For the year ended March 31 2016 For the year ended March 31 2015
Revenues
Service Charges 255386 226850
Other Income 2829 2448
Less : Operating Expenses 222154 204467
Operating Profit (EBIDTA) 36061 24831
Less : Interest Cost (Net) 3114 1121
Depreciation/Amortisation 3970 4354
Profit before tax 28977 19356
Less : Provision for Income tax 9989 6672
Profit after tax 18988 12684
Profit and Loss Account balance brought forward 16694 50721
Profit available for appropriation 35682 63405
Appropriation:
Interim Dividend - 33219*
Proposed Dividend 7118 4746
Transfer to Debenture Redemption Reserve 2333 972
Dividend Distribution Tax 1470 7774
24761 16694

*Note :

In the year 2014-2015 the Company had issued and allotted 166095538 Series I94911736 Series II and 71183802 Series III Unsecured Redeemable Non-convertible FullyPaid Bonus Debentures of Rs.10 each aggregating to Rs.33219 lacs to its shareholders byappropriating Surplus in the Statement of Profit & Loss through a Scheme ofArrangement approved by the Hon’ble High Court of Mumbai and other Statutoryauthorities.

REVIEW OF PERFORMANCE

Your Company posted a profit after tax ofRs.18988 lacs for the year ended March 312016 as compared to Rs.12684 lacs for the year ended March 31 2015. Income fromoperations for the year ended March 31 2016 was Rs.255386 lacs as compared to Rs.226850lacs for the year ended March 31 2015.

With an optimised dedicated air and ground network coupled with cutting-edgetechnology your Company continues to be South Asia’s premier air and integratedtransportation distribution and logistics Company. It also offers a wide range ofinnovative and simplified solutions across industry verticals. Your Company’scommitment to deliver excellent service quality high customer satisfaction and innovativemethods to enhance its service offerings has been persistent. Your Company is theundisputed market leader in organised air express and a leading player in organised groundexpress and has been servicing the e-tailing industry ever since its emergence in India.Your Company has commenced operations at its e-fulfillment centres at Delhi NCR (Gurgaon)and at Bengaluru specifically for the e-tailing industry.

Your Company has an impeccable service record driven by a motivated and passionateteam the testimony for which rests in the numerous awards bestowed on the Company overthe years. As a responsible corporate entity your Company continues to focus onenvironmental and social responsibilities.

Your Company has invested extensively in technology infrastructure to createdifferentiated delivery capabilities quality services and customizedsolutions for thecustomers. Your Company’s Information

Technology remains one of its key differentiators. The use of technology has minimizedcost and innovative offerings have driven successful efforts of the Company to provideIndian customers high quality service. In 2015 your Company introduced Blue Dart’sFacebook page Twitter handle and further enhanced its presence on Google+ and YouTube andthereby strengthened its vision on Blue Dart’s Digital Transformation.

Your Company is also the first and the largest Express India with dedicated airservices through a fleet freighters in the seven main metros of India operating at nightto allow for late cut-offs and early deliveries. In March 2016 your Company added its 6thBoeing 757-200 freighter re-emphasizing its commitment as an express logistics backboneand trade facilitator to the country.

Your Company continues to focus on innovation reach expansion transit timeimprovements small towns (Tier-II and III) activation strengthening channels to enhancemarket share and strives to keep delivering beyond expectations of stakeholders.

Your Company is certified to the ISO 9001 standards since 1996 and successfullyre-certified itself in September 2014 for 3 years to the new global ISO 9001-2008standards for "design management and operations of the countrywide expresstransportation and distribution services within the Indian sub-continent and internationaldestinations serviced through multinational express companies." Your Companycontinues to drive "First Choice" and "Net Promoter Approach" (NPA)initiatives.

DIVIDEND

After analysing the Company’s financial position and keeping in mind the futuregrowth and expansion plans your Directors are pleased to recommend a Dividend of Rs.25/-(Rupees Twenty Five) per equity share and the one time Special Dividend of Rs.5/- (RupeesFive) per equity share on the occasion of 25th Annual General Meeting aggregating toRs.30/- (Rupees Thirty) per equity share for the year ended March 31 2016 subject tonecessary approval by the Shareholders at the Annual General Meeting of the Company.

The Dividend on Equity shares once approved by the members at the ensuing AnnualGeneral Meeting will sum upto a total of Rs.8567 lacs (including Dividend DistributionTax) resulting into a payment of 45.1% of the unconsolidated profits as compared to totaldividend (including deemed dividend and Dividend Distribution Tax thereon) of Rs.45760lacs in the previous year.

INTEREST ON DEBENTURES

During the year Company paid Interest on Unsecured Redeemable Non-Convertible fullypaid up Debentures aggregating to Rs.3113 lacs. Details of the unsecuredredeemable non-convertible fully paid up Debentures issued by the Company are as under:

Particulars Series I Series II Series III
Issue price `10/- `10/- `10/-
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 20 2017 November 20 2018 November 20 2019

The Company has appointed M/s. Axis Trustee Service Ltd. as Debenture Trustee.

TRANSFER TO DEBENTURE REDEMPTION RESERVE

During the year the Company has created provision of Rs.2333 lacs (previous year -Rs.972 lacs) in respect of Unsecured Redeemable Non-Convertible fully paid upDebentures issued in November 2014 aggregating to Rs.33219 lacs in accordance with therequirements of the Companies Act 2013.

OPERATIONS REVIEW

Your Company is South Asia’s premier air and integrated transportationdistribution and logistics Company offering secure and reliable delivery of consignmentsto over 34683 locations in India. As part of DPDHL Group your Company accesses thelargest and most comprehensive express and logistics network worldwide through DHLcovering over 220 countries and territories and offers an entire spectrum of solutions.Your Company is a flexible innovative and an agile organisation offering solutions to allsectors across the express logistics supply chain in the country be it the traditionalbusinesses such as Banking Financial Services and Insurance (BFSI) IT AutomotivePharmaceuticals etc. or new age opportunities like e-tailing. Your Company has alwayspioneered solutions for 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 capacities up to 504 tonnes per night a flotilla of over 9185vehicles 515 facilities and over 10000 committed and trained Blue Darters driven by aunified passion of delivering service excellence and value.

Your Company carried over 1594.79 lacs domestic shipments and over 8.94 lacsinternational shipments weighing more than 595623 tonnes during the financial year endedMarch 31 2016

FACILITIES / INFRASTRUCTURE

During the year your Company added 45 new and additional facilities and 17 replacementfacilities taking total number of facilities to 515 with a total area of over 2982637sq.ft. across the country including 36 central processing units for e-tailing shipments.The Company has also set up and added hubs at various locations viz; Turbhe KandivaliVapi Bhopal Velappanchavadi Uppal Kona Jaipur etc. Your Company plans to furtherstrengthen and consolidate its infrastructure both air and ground.

AVIATION SYSTEM

The Company has an ACMI Contract with India’sfirstand only cargo airline BlueDart Aviation Limited (BDAL) a subsidiary company for dedicated air carriage capacitywhich has ensured strong support in sustaining Blue Dart’s leadership positionthrough its unique network with a fleet of six Boeing 757-200 aircraft During the yearthe Company has increased its stake in BDAL from 49% to 74% and consequently BDAL hasbecome a subsidiary of your Company. The Company has received repayment of Rs.3208 lacs(Previous year Rs.6943 lacs). As at March 31 2016 the outstanding loan balance isRs.9348 lacs (Previous year `12556 lacs) of which Rs.3911 lacs (Previous year Rs.3208lacs) is receivable within 12 months of balance sheet date. The loan carries an interestcomputed at an average ‘base’ rate of IDBI Bank and ICICI Bank with an interestre-set bi-annually.

During the year BDAL operated 294 day flights in addition to the scheduled nightoperations to handle additional loads within limited resources and significantlycontributed to your Company’s operations. BDAL has also augmented its existing fleetof five Boeing 757-200 freighters with an addition of one Boeing 757-200 in March 2016 tomeet the growing demand and improve upon service quality. BDAL has delivered an ‘OnTime Performance’ of 89.79% and ‘Technical Dispatch Reliability’ of 99.46%which is the best in the industry despite an average fleet life of 21 years.

FINANCE

Your Company’s financial position continues to be strong with an adequateliquidity to meet the Company’s strategic objectives.

CASH FLOWS

During the year the Company has generated robust net cash of Rs.27001 lacs from itsoperations as against Rs.15335 lacs in the preceding financial year. This cash waspartially deployed in the Capital Assets Strategic Investments Debt Servicing and forpayment of dividend during the year.

WORKING CAPITAL MANAGEMENT

Despite a challenging uncertain and adverse Global and Local macroeconomic scenarioyour Company continues to manage its working capital efficiently which is considered tobe the best in the industry and within the benchmarks laid by the DPDHL group. YourCompany efficiently utilized its surplus funds by investing into various high rated debtschemes (liquid category) of mutual funds / fixed deposits with Banks for optimum workingcapital management. Liquidity in the Balance Sheet requires to be balanced between earningadequate returns with covering financial risk. The Company’s growth has been entirelyfuelled through cash generation from operations which is adequate to support its workingcapital and capital expenditure requirements.

The Company’s Earnings per Share (basic & diluted) for the year ended March31 2016 stood at Rs.80.02 per share as compared to Rs.53.46 per share for the previousyear ended March 31 2015.

CREDIT RATING

Your Company continues to enjoy high credit quality rating for its Debentures andcommercial paper 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 assigned "[ICRA] AA" (stable)rating and "IND AA" rating respectively for Company’s Unsecured Nonconvertible Debenture of Rs.33220 lacs.

2. "[ICRA] A1+" (ICRA A one plus) assigned by ICRA Ltd. for theCompany’s commercial paper / short-term debt programme of Rs.2500 lacs (outstandingNil). The rating indicates very strong degree of safety regarding timely payment of shortterm instruments.

3. "ICRA AA" (stable) (ICRA double A) (long term rating) to theCompany’s Bank limits (working capital) of Rs.3615 lacs (including fund based andnon- fund based limits). The rating considered to have high degree of safety regardingtimely servicing of financial obligation carrying very low credit risk. ICRA also assigned"ICRA A1+" (ICRA A one plus) (short term rating) for the said limits. The ratingindicates very strong degree of safety regarding timely payment of financial obligationcarrying lowest credit risk.

4. IND "A1+" (IND A one plus) assigned by India Ratings and Research PrivateLtd. for the Company’s short-term debt programme of Rs.3000 lacs (outstanding Nil)indicating the strongest capacity of timely payment of its financial commitments.

SUBSIDIARY COMPANIES

During the year after receipt of approval from the Foreign Investment Promotion Board(FIPB) the Company acquired 5040000 and 960000 Equity Shares of Blue Dart AviationLtd. (BDAL) on June 22 2015 and July 29 2015 respectively and thereby enhanced itsshareholding in BDAL from 49% to 74%. Consequently BDAL became a subsidiary of theCompany with effect from June 22 2015.

The Audited Financial Statements for the year ended March 31 2016 of Concorde AirLogistics Ltd. the Wholly-owned subsidiary company and of Blue Dart Aviation Ltd. thesubsidiary company to the extent of 74% shareholding of the Company into BDAL for theyear ended March 31 2016 together with the reports of Directors and Auditors areattached. The Statement containing salient features of the financial statements of thesubsidiary companies in the prescribed format AOC-1 is appended as an `Annexure A’ tothe Board’s Report. The statement also provides the details of performance andfinancial position of subsidiarycompany. The Consolidated Financial Results representsthose of the Company and its wholly-owned subsidiary viz. Concorde Air Logistics Ltd. andsubsidiary company viz; BDAL to the extent of 74% shareholding of the Company into BDAL.The Company has consolidated its results based on the Accounting Standards issued by theInstitute of Chartered Accountants of India (ICAI) in respect of Consolidation ofFinancial Statements (AS-21) and Accounting for Investments in the Associates in theConsolidated Financial Statements (AS-23). Pursuant to requirements of Regulation 16 (c)of the Securities and Exchange Board of India (Listing Obligations andDisclosureRequirements) Regulations 2015 the Company has formulated ‘Policy ondetermining Material Subsidiaries’.

The Policy is posted on website of the Company viz; www.bluedart.com. The web link ofthe said Policy is http://www.nseprimeir.com/z_BlueDart/files/Bluedart_PolicyonMaterialSubsidiary.pdf.

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 between India and the rest of the world. Your Company’s brand BlueDart is a leading brand in the country with an unmatched domestic network robustinfrastructure and skilled personnel. DHL is an acknowledged global leader with a strongand long-standing presence in India. Together both present a powerful backbone tobusiness and support the "Make in India" mission. In our efforts to constantlycollaborate and optimise more with the support of our group Companies viz; DHL Express(India) Pvt. Ltd. DHL Supply Chain (India) Pvt. Ltd. and DHL Logistics Pvt. Ltd. theIndia Steering Committee made significant progress in the past year to maximise synergiesamongst cross business functional units with the focus on improving infrastructureservice quality and cost efficiencies.

OUTLOOK FOR THE FUTURE

The proposed Goods and Service Tax (GST) is expected to bring in more efficiencyreduce multiple taxes as and when implemented. Inter-state sales transactions would becometax neutral making entire country one single common market. Logistics companies wouldtherefore see a major change in the areas of transportation of goods and location ofwarehouses improved distances cover per day and consolidation of warehouses. Your Companyis optimistic about the growth of select sectors viz; life sciences and healthcareautomotive consumer durables banking & financial services computer/IT e-tailingetc. which are largely domestic consumption-driven. The Company will continue its focus onproduct innovation and service enhancements and registering good growth numbers bypartnering in their growth. The SME sector is also a good avenue for growth and theCompany has been extensively partnering the sector in its growth through customizedproducts and solutions and increased connectivity to markets.

Your Company is geared to face challenges for the Year 2016-2017. Your Directors lookforward to improved performance over the comingyears.

AWARDS AND RECOGNITIONS

Our innumerable efforts in pursuit of endless excellence were recognized throughout theyear ended March 31 2016 and our position as an industry leader was only re-iterated byaccolades received from several industry bodies and customers. Your Company won severalawards which validate its Brand Equity Leadership Human Resource Philosophy CustomerService Retail and Corporate Social Responsibility and it is heartening to note thatnumerous industry bodies and customers validate our stupendous efforts.

Efforts made by your Company gained wide recognition. Your Company is benchmarked tointernational standards and has won several brand leadership awards viz; Recognized as oneof ‘Top 25 Employers in India’ by Aon Hewitt ranked at 81 in Business WorldFastest Growing Companies The Welter Weights (Rs.1000 Cr to Rs.4999 Cr) voted as asuperbrand for the 8th consecutive time and Reader’s Digest Most Trusted Brand Awardfor the 10th consecutive time Air Cargo Terminal Operator at the ICC Supply Chain &Logistics Excellence Awards 2016 Effective Retail through Supply Chain Award by AsiaAfrica GCC Awards for Retail Excellence Best Customer Service in Logistics at theNational Award for Excellence in Customer Service Global HR Excellence - Organizationwith Innovative HR Practices’ award at the World HRD Congress Best India Investment2016 by APAC Insider Investment Awards ‘Express Cargo Service Provider’ by ETLogistics Awards (Knowledge Partner KPMG) Brand Excellence Award in Logistic Sector byABP News Brand Excellence Awards Best Courier & Package Distribution Company 2015 -India at the Business Awards 2015 hosted by Wealth & Finance International UK. BestExpress Service Provider of the Year - Domestic at the ‘9th Express Logistics &Supply Chain Leadership Awards’ India’s No. 1 Brand by No. 1 Brand Awards 2015and Exemplary Position in Supply Chain and Logistics in Express/Courier Category by SupplyChain & Logistics Excellence (SCALE Awards). Your Company was also recognized for itssustainability initiatives with awards such as Best Corporate Social ResponsibilityPractices’ award at the 10th Indy’s Awards Lions CSR Precious Award 2016 byInternational Association of Lions Club and Rotary Club of Mumbai Malabar Hillsfelicitated the Company for generous contribution made to St. Jude India Child CareCentres in setting up of a cancer centre for children. The Company also featured in theFortune 500 list of India’s Largest Corporations listed as one of India’s Super50 Companies by Forbes India ranked at 116 in BT 500 India’s Most ValuableCompanies up from 143 in 2014 ranked at 393 in ET 500 up from 411 in 2014 and ranked at302 in the BW Real 500 (Non-financial Companies) a study conducted by Business World andKPMG to name a few.

Mr. Anil Khanna Managing Director was conferred with several distinguished awardswhich include Life Time Achievement Award by LOKMAT Corporate Excellence Awards Global HRExcellence Awards - Lifetime Achievement Award at World HRD Congress and Supply ChainVisionary of the Year by ET Logistics Award (Knowledge Partner KPMG) etc. He was alsofelicitated with an award at ‘The Global Leadership Research Conference 2016’for his contribution in Logistics sector. Mr. Yogesh Dhingra CFO & COO has been arecipient of several prestigious awards this year which includes CFO of the Year & Oneof the Most Influential CFOs of India by the Chartered Institute of Management Accountants(CIMA) ‘CFO India League of Excellence’ by CFO 100 ‘Best CFO of theYear’ by indiasgreatest.com - The Greatest Corporate Leaders of India ‘CFO ofthe Year’ by Thought Leader Awards and ‘Best CFO of an MNC’ (mid-sizedcompanies) by 4th Business Today.

DIRECTORS

During the year Mr. Thomas Kipp (DIN: 06921955) CEO of DHL e-Commerce and Ms. BettinaStaffa (DIN: 06963668) CFO of DHL e-Commerce were appointed as Directors of the Companyin the Annual General Meeting of the Company held on July 29 2015. Mr. Clyde Cooper (DIN:00382001) tendered his resignation as a Director with effect from October 21 2015. TheBoard of Directors accepted his resignation and placed on record the immense contributionof Mr. Cooper during his tenure with the Company for more than 32 years. The Board ofDirectors tendered its deep appreciation to Mr. Cooper and wished him the very best in allhis future endeavours. In accordance with the provisions of Companies Act 2013 andArticles of Association of the Company Mr. Malcolm Monteiro (DIN :00089757) Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Company has received necessary declaration from eachindependent director under section 149(7) of the Companies Act 2013 that he meets thecriteria of independence laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 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 2016. Thedetails of Board Meetings and attendance of Directors are provided in the CorporateGovernance Report.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors viz; Mr. SharadUpasani Mr. Malcolm Monteiro and Mr. Surendra Sheth. The Chairman of the Committee is Mr.Sharad Upasani. The terms of reference of the Audit Committee are in accordance with theprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. In the meeting of the Board ofDirectors of the Company held on April 15 2016 the Board of Directors enhanced terms ofreference and scope and functioning of the Audit Committee to align with the newrequirements of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Mr. Anil Khanna Managing Director; Mr. Yogesh Dhingra CFO & COO the StatutoryAuditors and Internal Auditor are permanent invitees to the Audit Committee 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 bythe internal audits carried out by an in-house internal audit team and co-sourced auditfirm viz; KPMG. Well-established and robust internal audit processes both at the businessand corporate level continuously monitor adequacy and effectiveness of the internalcontrol environment across the company and status of compliances with the operatingsystems internal policies and regulatory requirements. In addition to above during theyear your Company engaged M/s. KPMG for review of the Internal control frame work andbased on advice received from KPMG Company has rolled out Risk Control Matrix for each ofthe processes.

DOWNSTREAM INVESTMENT

As regards Auditor’s Certificate on a downstream investment in the Indiansubsidiary the Company is in compliance with the FDI regulations and has obtainedrequisite certificate from the statutory auditors in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 of Companies Act 2013 and Regulation 22 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formalized the process and institutionalized‘Whistle Blower Policy’ within the Company. The Company engaged the services ofKPMG Advisory Services Pvt. Ltd. renowned consultancy firm which has established BlueDart Ethics Hotline. In terms of the policy all suspected violations and ‘ReportableMatters’ must be reported to the Ethics Committee via Blue Dart Ethics Hotline.Ethics Committee comprises of Mr. Aneel Gambhir Head - Internal Audit Mr. Barttanu DasHead - HR and Mr. Tushar Gunderia Company Secretary & Head - Legal & Compliance.The Policy is applicable to all directors employees officers customers vendors and/orthird party intermediaries such as agents and consultants whether appointed on permanenttemporary full time part - time contractual probation or on retainer basis and engagedto conduct business on behalf of the Company and its subsidiary companies. The Policyprovides for direct access to the chairperson of the Audit Committee in appropriate orexceptional cases. None of the Whistle Blowers were denied access to the Audit Committeeof the Board.

The Company has posted "Whistle Blower Policy" on its website viz; ;www.bluedart.com. The web link of Whistle Blower Policy is http://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 afamiliarization programme for the 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 theCompany’s procedures and practices.

Periodic presentations are made at the Board and the Board constituted committeemeetings pertaining to business and performance updates of the Company global businessenvironment 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 weblink of familiarization 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 asChairman of the Committee and Mr. Anil Khanna and Mr. Malcolm Monteiro as members of theCommittee.

CSR Committee along with CSR Implementation/Management Committee is responsible forformulating and implementing CSR Policy of the Company.

Mr. Yogesh Dhingra CFO and COO is permanent invitee to the CSR Committee of the Board.

Mr.Tushar Gunderia acts as Secretary to the Committee.

CSR INITIATIVES / CSR POLICY

The Corporate Social Responsibility is an integral part of our strategy. We take ourresponsibility towards the society community employees and environment seriously. Wewant to make a positive contribution to our world by using our knowledge and domestic /global presence in a way that benefits people and the environment.

As an Indian company with a global outlook we endeavor to maintain healthy balancebetween the economic environmental and social interests.

Under the motto of "Living Responsibility" your Company (along with DPDHL)focuses its corporate responsibility on protecting the environment (GoGreen) deliveringhelp (GoHelp) and championing education (GoTeach). These are supported and complemented bythe regional community initiatives which demonstrate voluntary commitment specialabilities and enthusiasm of employees from across India.

In accordance with the provisions of Section 135 of Companies Act 2013 and Companies(CSR Policy) Rules 2014 the Company has formulated and posted CSR Policy on website ofthe Company viz; www.bluedart.com.

The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 undertaken by the Company during the year is attachedas ‘Annexure B’ to this Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Mr. Surendra Sheth as Chairmanand Mr. Sharad Upasani and Mr. Malcolm Monteiro as members of the Committee.

Mr. Anil Khanna Managing Director and Mr. Yogesh Dhingra CFO and COO are permanentinvitees 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 determiningqualifications positive attributes independence of a Director and other matters providedunder Section 178(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 enhanced scope and functioning. TheStakeholders Relationship Committee comprises of Mr. Surendra Sheth as Chairman of theCommittee and Mr. Anil Khanna as member of the Committee.

RISK MANAGEMENT

The Company has constituted Risk Management Committee consisting of Mr. Narendra Sardaas Chairman of the Committee and Mr. Sharad Upasani Mr. Anil Khanna Mr. Surendra ShethDirectors and Mr. Yogesh Dhingra CFO & COO Mr. Aneel Gambhir Head Internal Audit andMr. Tushar Gunderia Company Secretary as Members of the Committee.

The Company has formulated Risk Management Policy which provides an overview of theprinciples of risk management explain approach adopted by the Company for riskmanagement define organizational structure for effective risk management develop a"risk" culture that encourages all employees to identify risks and associatedopportunities and to respond to them with effective actions identify assess manage andmitigate existing and new risks in a planned and co-ordinated manner with minimumdisruption and cost to protect and preserve Company’s human physical and financialassets. The Risk Management Committee maintains comprehensive oversight on risksattributed to the organization and guides Management on activities reviews results ofrisk assessment and mitigation plan development process reviews and monitor operating ofrisk management process and reports to the Board of Directors on status of risk managementinitiatives and its effectiveness.

The 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. TheCompany 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 on 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. Pursuant to Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 related party transaction withthe Company’s subsidiary viz; BDAL is a material transaction and has been placedbefore the shareholders for their approval at the ensuing Annual General Meeting foravailing services of BDAL pursuant to ACMI Agreement with effect from October 1 2016 toSeptember 30 2017 and to continue existing transactions viz; Loans CorporateGuarantees Payload Deposit and Investment. None of the Directors has any pecuniaryrelationship or transactions with the Company.

The particulars of contracts or arrangements with related parties as required underSection 134(3)(h) in prescribed Form AOC - 2 are annexed herewith as an ‘AnnexureC’.

The ‘Policy on Related Party Transactions/Disclosures’ as approved by theBoard is posted on the Company’s website viz www.bluedart.com The web link of‘Policy on Related Party Transactions/Disclosures’ ishttp://www.nseprimeir.com/z_BlueDart/files/Bluedart_RelatedParty Disclosuresfinal.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 such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that year. iii. They have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities. iv. They have prepared the annual accountson a going concern basis. v. They have laid down proper internal financial controls to befollowed by the Company and that the financial controls were adequate and were operatingeffectively and vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

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 Directors individually as well as the evaluation of the working of itsCommittees.

In line with effective governance requirements the Board reviews its own performanceannually using a pre-determined template designed as a tool to facilitate the evaluationprocess. The assessment was built around the functioning of the Board as a whole itsCommittees and also the evaluation of Individual Directors. The self-assessment formatconsidered performance effectiveness with regard to Board composition expertisedynamics strategic oversight risk management and internal control succession planningand leadership. While the individual directors’ performance was reviewed by theChairperson and rest of the Board excluding the Director being evaluated theChairperson’s and Non-Independent Directors performance were appraised throughfeedback from the Independent Directors.

AUDITORS

The Statutory Auditors M/s. Price Waterhouse Chartered Accountants (FirmRegistration no. 301112E) retire at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment. Your Company has received necessarycertificate from them confirming that their re-appointment if made will be inaccordance with the provisions of Section 139 of the Companies Act 2013 and they satisfythe criteria provided under section 141 of the Companies Act 2013. The Board of Directorsrecommends re-appointment of M/s. Price Waterhouse Chartered Accountants (FirmRegistration no. 301112E) as Statutory Auditors of the Company from conclusion of theTwenty Fifth Annual General Meeting upto a conclusion of next Annual General Meetingsubject to necessary approval by the shareholders of the Company at the ensuing AnnualGeneral Meeting.

The Auditors’ Report for the financial year 2015-16 does not contain anyqualification reservation or adverse 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 2016. The Reportof the Secretarial Audit Report is annexed herewith as an ‘Annexure D’.

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 are annexed herewith as an ‘AnnexureE’.

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

During the year Company executed Uniform Listing Agreement in accordance with therequirements of SEBI circular DCS/ COMP/12/2015-16 dated October 13 2015 with BSELimited and National Stock Exchange of India Limited (NSE).

The Company’s Equity Shares and Unsecured Redeemable and Non-ConvertibleDebentures are listed on the BSE and NSE. The Company has paid its Annual listing fees tothe stock exchanges for the Financial Year 2016-2017.

The Company 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 Securitiesand Exchange 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’under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The 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 message on insider trading and to strengthen existing systemthe Company has implemented software tool viz;‘Trackin’ provided by theCompany’s Share Transfer Agent to track any share dealings by the Company Insiders inthe securities 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.

CEO/CFO CERTIFICATION

In accordance with the 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 CFO and COOhavecertifiedinter-aliaonreviewoffinancialstatements and establishing and maintaininginternal controls for the financial reporting for the year ended March 31 2016. The saidcertificate 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 as per people requirements for effective partnership. In the year 2015 taking forwardthis legacy to enhance the focus on long term and short term objectives the HumanResources function adopted HR initiatives as part of HR strategy for preparing theemployees to contribute towards Strategy 2020 through structured personal development andorganizational effectiveness measures. Some of the highlights of key areas on which HRlaid emphasis and achieved results were viz; Employee Morale & Motivation PerformanceManagement Succession Planning & Executive Development Review CompetencyDevelopment Employee Wellness and Well Being Work- Life Balance Initiatives etc.

The Employee Satisfaction Survey (ESS) survey in 2015 was conducted with a unique andstrategic approach facilitated by HR under guidance of Managing Director and other SeniorManagement Team members. This approach focused on facilitating senior managementcommunication / dialogue / interaction with employees and clarification sessions for ESSissues / employee touch points. For the first HR launched the ESS communication campaignfocusing more on structured interaction between SMTs and employees prior to ESS launch2015. The Employee Satisfaction Survey for the year 2015 was conducted with 9313 employeesparticipating in the survey and resulting in a survey turnout of 99.3%. The meansatisfaction score for the year is 4.71. ‘Pride for Working in Blue Dart’ has ahigh score of 4.85 and ‘My future in Blue Dart’ scored 4.75 out of 5 employeeengagement has also emerged as one of the highest scoring items with a score of 4.70 outof 5. Besides these few other parameters such as ‘Job secured with goodperformance’ ‘Blue Dart does a good job for customers’ and ‘Workingin Blue Dart is good for me’ also ranked high. This high engagement score has becomepossible due to active leadership of Senior Management Team members / Managers /Supervisors through regular interactions action plan on areas of concern and focusing onthem with proper communication and feedback sessions.

Bench Strength - The Leadership Pipeline

The Company focuses on this through infusing fresh talents and grooming developingthem to take on future leadership roles. Some of the initiatives are:

- Graduate Executive Trainee (GET) program called Umang is a careerdevelopment initiative for nurturing young talents and grooming them to become futureleaders of the Company. The program was rolled out in September 2015 with 19 internalemployees and 45 external candidates were taken on board.

- The Blue Dart Management Trainee Development Program: To strengthen the futureleadership pipeline the Company inducted the 3rd batch of Management Trainees with 43fresh graduates from various Management Institutes in the country along with 4 CharteredAccountants.

Impact: These initiatives have helped the Company to infuse fresh talent and groomthe operations leadership pipeline in future.

Upstairs 2015

As part of a DPDHL’s corporate responsibility strategy UPstairs - GoTeachInitiative that promotes equal education opportunity 6 children of the Company’semployees have been selected for Upstairs scholarship in the year 2015. The number ofshortlisted students has been increased from 4 to 6 in 2015. Through the Upstairs programthe Company has supported the selected employees’ children with financial assistancefor three years.

New Initiatives

Your Company believes in adopting new and innovative initiatives to meet the risingexpectations of its internal employees. These measures in fact play a significant role inkeeping the morale of the employees high in such a challenging and dynamic workenvironment of the Company. time Following measures have been undertaken by theCompany:

Appreciation Week: Appreciation in any form encourages employees to acknowledgeeach other and it acts as a more powerful tool to appreciate Blue Darters for achievingthe corporate objective. In an endeavour to make this thanks giving and appreciation astructured process the 1st ever Appreciation Week was formally launched on 9th November2015 and went on till 21st November 2015. ‘Thank You’ post cards and badgeswere given to each and every Blue Darter by Senior Management and Managers foracknowledging the team’s contribution with a note of appreciation. During these twoweeks employees expressed their gratitude by exchanging ‘Thank You’ post cardswith each other after writing thank you notes across Blue Dart country.

Idea Management: With an objective to harness creativity promote innovation andcollaborate it with the best practices the Company has launched an initiative called"Idea Management". It would act as a platform wherein employees can shareexchange discuss and implement new ideas in areas ranging from cost reduction savingrevenue generation new product process improvement improving customer service etc.

Darter Insights: 3 editions of Darter insights quarterly employee communicationnewsletter have been published in 2015.

PeP certification program: As part of Strategy 2020 Connect pillar thePost-eCommerce-Parcel (PeP) division has decided to launch Certified Specialist foreverything that we do to achieve quality leadership & service excellence. The keyobjective of PeP expert module is striving to be better and staying the best and tocertify all our managers and employees as PeP experts by end of 2020. As part of thisinitiative senior management team members from the Company and BDAL attended 2 days (27th& 28th August 2015) of PeP certification training program in Frankfurt along with manyother senior executives of the PeP division. Besides this one manager from training &development has been trained and certified as Master facilitator for the PeP expert modulein August 2015 in Germany.

Human Resource Business Partnering Effectiveness Survey (HRBPES): To understand theeffectiveness of the current HR processes and areas of strength and improvements in theCompany ever HRBPE survey was conducted at the Company from 21st thefirst October to 7thNovember 2015. 170 Blue Darters participated in the survey resulting in a survey turnoutof 83% from all functions across regions (except the HR function). This HRBPES feedbackwill help the Human Resources function to understand the internal customers’satisfaction expectations and gaps and accordingly strategize their plans and actions toenhance their goals in the organization.

Employee Reward & Recognition

In order to keep the motivation of employees high and recognize outstanding work doneby them twelve employees were honored with the ‘Employee of the Year’ award inSingapore for their excellent contribution in 2015. 1311 employees were awarded with theon-the-spot Bravo award by individual managers for excellent work. 81 employees wereawarded the prestigious Super Darter award for achievements beyond the call of duty. TheCompany is proud that 806 Blue Darters joined the True Blue Club on completion of 5 yearsof service.

HR Awards & Accolades

Your Company won ‘HR Excellence Awards for Innovation’ awarded by World HRDCongress. This award was given for innovation in the field of technology and peoplepractices. In addition to this the Company also was awarded for the ‘Most InnovativeRecruiting’ and ‘Talent Management Program/Initiatives’ by World HRDcongress. Your Company was recognized as one of Top 11 Best Employers of India by AonHewitt Best Employers Study in 2015. In fact our case study on succession planning &leadership development programs to bench strength the leadership pipeline has beenshowcased as one of the finest examples of the best talent management practices from Asiain recent years in Aon Hewitt Best Employers Digital Library. This is a matter of greathonour and prestige for the Company.

EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made byemployees of the Company at all levels. Information on the particulars of employees’remuneration as per Section 197 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Report. However as per the provisions of Section 136 (1) of the Companies Act 2013the report and accounts are being sent to all shareholders of the Company excluding theStatement of Particulars of Employees which is available for inspection at the registeredoffice of the Company during working hours. Any shareholder interested in such particularsmay inspect the same.

The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of sub section 12 of section 197 of the CompaniesAct 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this Report as ‘AnnexureF’.

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 are annexed herewith as an‘Annexure G" and forms part of this 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.

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 deeplygrateful to our shareholders for the confidence and faith that they have always placed inus.

For and on behalf of the Board of Directors
Sharad Upasani Anil Khanna
Chairman Managing Director
DIN: 01739334 DIN: 01334483
Malcolm Monteiro Surendra Sheth
Director Director
DIN: 00089757 DIN: 00089981
Thomas Kipp Narendra Sarda
Director Director
DIN: 06921955 DIN: 03480129
Mumbai April 15 2016

ANNEXURES TO DIRECTORS’ REPORT

‘ANNEXURE A’ Form AOC-I

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Part "A": Subsidiary Company Rs.In Lacs
Name of the subsidiary Concorde Air Logistics Ltd. Blue Dart Aviation Limited
Reporting period for the subsidiary concerned if different from the holding company’s reporting period N.A N.A
Reporting currency and Exchange rate as on the last date of the relevant N.A N.A
Financial year in the case of foreign subsidiaries
Share capital 11 2400
Reserves & surplus 411 2344
Total assets 1128 28984
Total Liabilities 706* 24240*
Investments 0.50 -
Turnover 536 58236
Profit before taxation 112 466
Provision for taxation 36 154
Profit after taxation 76 312
Proposed Dividend - -
% of shareholding 100% 74%

* Excluding Share Capital & Reserves & Surplus

Note : BDAL became subsidiary of the Company with effect from June 22 2015.

ANNEXURES TO DIRECTORS’ REPORT

‘ANNEXURE B’

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

Sustainability at the Company

Company’s Sustainability Policy is aligned to its group company Deutsche Post DHL(DPDHL) Group’s motto of Living Responsibility and is based on the 3 pillars of

GoGreen (environmental protection)

GoHelp (disaster management)

GoTeach (championing education)

Philosophy

Social Responsibility is a core element of the Company’s corporate strategy. As asocially responsible corporate our commitment towards the community has been unwaveringsince our inception in 1983.

The Company’s philosophy of giving back to society is not just a ‘corporatesocial responsibility’ also it is its duty as an organization to give back to thecommunities and the environment from where it draws its resources. More than‘responsibility’ it is ‘sustainability’ that is its cornerstone.

In line with DPDHL Group’s ‘Living Responsibility’ we take ourresponsibility towards the communities in which we operate towards our employees andtowards the environment seriously. We as an organization commit to make a positivecontribution to our world by using our knowledge our vast domestic and global presence tobenefit people and the environment. As an Indian company with a global outlook weendeavor to maintain a balance between economic environmental and social interests.

2. Web-Link to the CSR Policy http://www.nseprimeir.com/z_BlueDart/files/Bluedart_CSR_Policy_17022016.pdf

3. The Composition of the CSR Committee.

The CSR Committee of the Board comprises of the following:

Sharad Upasani Chairman of the Committee

Malcolm Monteiro Member of the Committee

Anil Khanna Member of the Committee

4. Average net profit of the company for last three financial years Rs.20222 Lacs

5. Prescribed CSR Expenditure (2% of the average net profit of the Company as stated initem 4 above) Rs.405 Lacs

6. Details of CSR spent during the financial year.

(a) Totalamounttobespentforthefinancialyear; Rs.40500000 (b) Amount unspent ifany; Rs.10103701

(c) Manner in which the amount spent during the financial year is detailedbelow.

CSR Spends in 2015-16

CSR project or activity identified Sector in which the Project Is covered Projects or Programs (1) Local area or other (2) Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Sub – heads: (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implement - ing agency
1 Blue Edge: Empowering Lives (ii) Promoting education special education & employment enhancing vocation skills among children women elderly & differently-abled and livelihood enhancement projects Mumbai Chennai Bengaluru 7556940 7510095 Implementing Agency - Oasis India
2 Blue Edge: Empowering Lives (ii) Promoting education special education & employment enhancing vocation skills among children women elderly & differently-abled and livelihood enhancement projects Delhi 2100000 1066000 Implementing Agency - Noida Deaf Society
3 Blue Edge: Empowering Lives (ii) Promoting education special education & employment enhancing vocation skills among children women elderly & differently-abled and livelihood enhancement projects Kolkata 1600000 1400174 Implementing Agency - Hope Kolkata Foundation
4 Promotion of Rural sports (Kabbadi & Football) - Magic Bus (vii) Training to promote rural sports nationally recognized sports Paralympic sports & Olympic sports Mumbai & Kolkata 2126626 2341229 Implementing Agency - Magic Bus India Foundation
5 Blue Dart Child Care Center (iii) Promoting gender equality empowering women setting up homes and hostels for women and orphans; setting up old age homes day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups Mumbai 10000000 10000000 Implementing Agency - St. Jude India Childcare Centres
6 Urban Health Resource Centre (i) Eradicating hunger poverty and malnutrition promoting preventive health care and sanitation and making available safe drinking water: Indore 200000 200000 Implementing Agency Urban Health Resource Centre
7 Free of Cost Cataract Surgeries - HelpAge India (i) Eradicating hunger poverty & malnutrition preventive healthcare & sanitation & making available safe drinking water Mumbai & Suburbs 2500000 2500000 Implementing Agency - HelpAge India
8 Implementing Mobile Vans in Govt. schools – Agastya (ii) Promoting education special education & employment enhancing vocation skills among children women elderly & differently-abled and livelihood enhancement projects Delhi & NCR 2472000 3123355 Implementing Agency - Agastya International Foundation
9 Enactus (i) Eradicating hunger poverty & malnutrition preventive healthcare & sanitation & making available safe drinking water (iv) Ensuring environmental sustainability ecological balance protection of flora & fauna animal welfare agro forestry conservation of natural resources & maintaining quality of soil air & water. (x) Rural development projects All India 3000000 Funds will be disbursed in the Financial year 2016- 17 subject to clarification in FCRA. Implementing Agency - Enactus India
10 E & H (ii) Promoting education including special education and employment enhancing vocation skills especially among children women elderly and the differently abled and livelihood enhancement projects. Farukhabad 2500000 Funds will be disbursed in the Financial year 2016- 17 subject to clarification in FCRA. Implementing Agency E & H
11 Academic & Infrastructural up-liftment for 6 schools in Tamil Nadu - Kare 2014 (ii) Promoting education special education & employment enhancing vocation skills among children women elderly & differently-abled and livelihood enhancement projects Tamil Nadu 238431 209150 Implementing Agency - KaRe
12 People for environment Conservation (iv) Ensuring environmental sustainability ecological balance protection of flora and fauna animal welfare agro forestry conservation of natural resources and maintaining quality of soil air and water Dehradun 50000 50000 Implementing Agency - People for Environment Conservation
13 Asomi Cultural Essence (i) Eradicating hunger poverty & malnutrition preventive healthcare & sanitation & making available safe drinking water Pune 25000 Implementing Agency - Asomi Cultural Essence
14 Towards travel for CSR engagement - - 238685 157908 Direct
15 Salaries of CSR Staff - - 3917318 1813388 Direct
16 Prime Ministers Relief Fund (ix) Contribution to Prime Minister’s National Relief Fund or any other fund set up by the Central Govt. for socio-economic development & relief & welfare of SC ST OBC minorities & women All India 2000000 To be paid in the the Financial year 2016 - 17 Direct
TOTAL - - 40500000 30396299 -

Magic Bus works to move some of the world’s poorest children out ofpoverty. It uses mentors to engage children and ensure that they make the right choicesfrom childhood all the way through to better livelihoods as adults.

HelpAge India is a leading registered national level NGO established in 1978 witha mission "to work for the cause and care of disadvantaged aged persons and toimprove their quality of life".

Agastya International Foundation is a nonprofit public charitable trust which isactively engaged in sparking curiosity and nurturing creativity and innovation in underprivileged children through hands-on science art and ecology.

Oasis India was founded in 1994 as the second member of the Oasis Global familywhich shares a common vision mission and outcomes. The work around the world reflects acommon ethos of equality inclusion excellence transparency and innovation. Over theyears several projects based around communities have been run offering inclusive andholistic solutions to people bound by various situations of abuse and vulnerabilitythrough education training health care psycho-social care micro-finance initiativesand residential rehabilitation.

Teach for India Teach To Lead was formally established in 2008. Teach To Lead is anot-for-profit organization whose mission is create a movement of leaders who will work toeliminate educational inequity in the country. Teach for India a project of Teach ToLead is a nationwide movement of outstanding college graduates and young professionalswho will commit two-years to teach fulltime in under resourced schools and who will becomelifelong leaders working from within various sectors towards the pursuit of equity ineducation. Today Teach For India is in 7 cities - Mumbai Pune Delhi HyderabadChennai Ahmedabad and Bengaluru. They have a total of 910 Fellows and 660 Alumni workingtowards eliminating educational inequity.

KaRe: KaRe is a growing Partnership firm that primarily operates in the educationdomain. KaRe is building the framework for need based intervention in enabling learningand training teachers to suit the learning skills and levels of each student and involvesformulating number of learning programmes to expand reach of education enhance thelearning process and so on through usage of innovative approaches to suit various levelsof students with available infrastructure or with minimal investments or modification tothe available infrastructure.

Enactus India operates as a subsidiary of Enactus Worldwide and is the singlelargest Enactus country operation; Enactus India is a priority country for the futuregrowth of the organization.

Enactus India works with leaders in business and higher education to mobilizeuniversity students to make a difference in their communities while developing theirskills to become socially responsible business leaders. There are over 60 active teams inthe Enactus India network.

Noida Deaf Society was setup in 2005 as a not-for-profit society by Ruma Roka withan intention of enabling a positive change in the lives of Deaf children and youth. NDSfocuses on providing quality education and job oriented vocational training to the deafwhich enables them to become productive members of society. From humble beginnings todayNDS has been able to reach out to over 4500 deaf children and youth from across thecountry. In spite of the limitations of space and infrastructure they are able topositively impact over 1200 Deaf children and youth every year. NDS is the onlyorganization in the country which has been able to mainstream Deaf youth throughsustainable employment. Over 1000 youth are successfully working in some of the mostleading companies across sectors ranging from Hospitality Retail Information TechnologyBanking Print and Publishing Education Textile and Manufacturing among others.

Hope Kolkata Foundation was established in February 1999 for the holistic andsustainable protection and development of children who are forced to live on the streetreside in slums and who face difficult circumstances due to abject poverty. HOPE restoresonce broken childhoods through the delivery of Shelter Nutrition Education Medical andHealth care Counselling Awareness Generation Life skill training and RecreationalActivities to children as young as 5 years of age.

St. Jude India Childcare Centres: In major cities of India where low cost cancertreatment is available children who need treatment for cancer come to hospitals alongwith their parents from distant towns and villages. The hospitals do not treat them as inpatients during the long drawn out treatment and these needy families do not have a placeto stay whenever the child is not admitted to hospital. At their centres spread across 5cities in India St Jude provides support to such families by providing them free of costshelter nutritional support educational and recreational activities transportation toand from the hospital art based therapy music therapy yoga counselling for the familyand new skills for income generation.

Urban Health Resource Centre is a nongovernmental organization that addresseshealth nutrition and wellbeing of the disadvantaged urban dwellers through demonstrationprogrammes technical support to government and no-government sector research advocacyand knowledge dissemination through a consultative and partnership based approach.

7. In case the Company has failed to spend the two percent of the average net profit ofthe last three financial three years or any part thereof the company shall provide thereasons for not spending the amount in its Board Report.

The Company has spent Rs.303.96 Lacs on its CSR initiatives in FY

2015-2016 out of allocated amount of Rs.405 Lacs since Company could not identifysuitable CSR projects/NGO Partners. The balance amount would be spent in the year 2016-17in suitable projects along with the allocated amount of 2016-2017.

8. The CSR Committee confirms that the implementation and monitoring of CSR Policy isin compliance with CSR objectives and Policy of the company.

Sharad Upasani Anil Khanna Malcolm Monteiro
Chairman Managing Director Director
DIN: 01739334 DIN: 01334483 DIN: 00089757
Mumbai April 15 2016

‘ANNEXURE C’ FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014] Form for disclosure of particularsof contracts / arrangements entered into by the Company with the related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 including certainarms-length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis

There were no contracts or arrangements or transactions entered into during the yearended March 31 2016 which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis: a. Name(s) of the related Party and nature of relationship Blue Dart AviationLtd. subsidiary company of the Company. b. Nature of Contract/ arrangements /transactions :

- Aircraft Crew Maintenance and Insurance (ACMI) Agreement.

- Investment in Subsidiary having par value (17760000 equity shares of Rs.10 pershare) (existing) Rs.7199 Lacs

- Loans (existing) - Rs.9348 Lacs

- Corporate Guarantees (existing) - Rs.6000 Lacs

- Aircraft Payload deposit (existing) - Rs.2150 Lacs c. Duration of the contracts/arrangements/ transactions ACMI Agreement Renewed/ extended on March 11 2015 tillSeptember 30 2016. Loans and Corporate Guarantees are existing till repayment. d. Salientterms of contracts : The Company has ACMI Contract with BDAL for dedicated air carriagecapacity which ensured strong support in sustaining the Company’s leadershipposition. The Company is only customer of BDAL and BDAL provides services as per networkrequirements of the Company. e. Date(s) of approval by the Board if any January 29 2015.f. Amount paid as advances if any : Aircraft Payload deposit of Rs.2150 Lacs.

For and on behalf of the Board of Directors
Sharad Upasani Anil Khanna Malcolm Monteiro
Chairman Managing Director Director
DIN: 01739334 DIN: 01334483 DIN: 00089757
Surendra Sheth Thomas Kipp Narendra Sarda
Director Director Director
DIN: 00089981 DIN: 06921955 DIN: 03480129
Mumbai
April 15 2016

‘ANNEXURE D’ FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members Blue Dart Express Limited Blue Dart Centre Sahar Airport Road Andheri(East) Mumbai 400 099

Dear Sir / Madam

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good Corporate Governance practice by Blue Dart ExpressLimited (hereinafter called "the Company"). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’sBooksPapersMinutesBooksForms andReturns filed with regulatory authorities and other records maintained by the Company andalso the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the financial year ended 31st March 2016 complied withthe statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent in the manner and subject toreporting made hereinafter.

We further report thatmaintenance filingof Forms and Returns with applicableregulatory properandupdatedBooksPapersMinutesBooks authorities and maintaining otherrecords is responsibility of management and of the Company our responsibility is toverify the content of the documents produced before us make objective evaluation of thecontent in respect of compliance and report thereon. We have examined on test check basisthe books papers minute books forms and returns filed and other records maintained bythe Company and produced before us for the financial year ended 31 st March 2016 as perthe provisions of:

(i) The Companies Act 2013 and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings to the extent the same was applicable to the Company;

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 (up to 14th May 2015) and Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 w.e.f. 15th May 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 w.e.f. 1st December 2015;

(vi) (a) The Company has made necessary application under Carriage by Road -Act 2007 as applicable to the Company.

(b) We have also verified systems and mechanism which is in place and Legal ComplianceManual circulated by the Company to ensure Compliance of other applicable Laws (inaddition to aforementioned Laws applicable to the Company) and we have also relied on therepresentation made by the Company and its Officers in respect of systems and mechanismformed / followed by the Company for compliances of other applicable Acts Laws andRegulations to the Company and found the adequate Compliance of the same. We have alsoexamined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India underthe provisions of Companies Act 2013 w.e.f. 01st July 2015 (ii) The Listing Agreementsentered into by the Company with Stock Exchange(s).

We further Report that during the year it was not mandatory on the part of theCompany to comply with the following Regulations / Guidelines:

(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(d) The Securities and Exchange Board of India (Buy Back of Securities) Regulations1998;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; Based on aforesaid information provided by the Company we report thatduring the financial year under report the Company has complied with the provisions ofthe aforementioned Act/s including the applicable provisions of the Companies Act 1956and Rules Regulations Guidelines Standards etc. mentioned hereinabove and we have nomaterial observation or instances of non Compliance in respect of the same. We furtherreport that: The Board of Directors of the Company is duly constituted with proper balanceof Executive Directors Non-Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the year under reviewwere carried out in compliance with the provisions of the Act.

We also report that adequate notice was given to all Directors to schedule the BoardMeetings agenda along with detailed notes to agenda were sent at least seven days inadvance and a adequate system exists for Board Members to seek and obtain furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meetings.

It is noted that majority decision is carried through and proper system is in placewhich facilitates / ensure to capture and record the dissenting member’s views ifany as part of the Minutes.

Based on representation made by the Company and its Officers explaining us internalsystems and mechanism established by the Company which ensures compliances of other ActsLaws and Regulations applicable to the Company We report that there are adequate systemsand processes in the Company commensurate with the size and operations of the Company tomonitor and ensure compliance with applicable laws rules and regulations.

We further report that during the year under report the Company has undertaken nocorporate action having a major bearing on the Company’s affairs in pursuance ofaforesaid laws rules and regulations.

Date : April 15 2016 Name : Nilesh Shah
Place : Mumbai For : Nilesh Shah & Associates
FCS : 4554
C.P. 2631

‘ANNEXURE A’

To The Members Blue Dart Express Limited BlueDart Centre Sahar Airport Road Andheri(East) Mumbai 400 099

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis (by verifying records made available to us) to ensurethat correct facts are reflected in secretarial records. We believe that the processes andpractices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required we have obtained Management representation about the complianceof laws rules and regulations and occurrence of events.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is responsibility of management. Our examination was limited to theverification of process followed by Company to ensure adequate Compliance

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Date : April 15 2016 Name : Nilesh Shah
Place : Mumbai For : Nilesh Shah & Associates
FCS : 4554
C.P. : 2631

‘ANNEXURE G’

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

Conservation of Energy

Under the GoGreen program the Company is committed to minimizing the impact of itsbusiness on the environment and contributes to environmental protection worldwide.

The GoGreen program is an integral part of DPDHL Group’s Strategy 2020. In 2008we introduced a measurable climate protection target. By 2020 we want to improve thecarbon efficiency of our own services by 30 percent compared with the base year 2007. Wehave taken this approach because we view environmentally friendly and efficient logisticsas an opportunity to create value for our environment for us as a company and for ourcustomers.

The main focus of GoGreen is to avoid reduce and when necessary give our customersthe chance to offset greenhouse gas emissions (primarily CO2). These emissions accountfor the logistics industry’s largest negative impact on the environment. The vehiclesoperated for the company are in compliance of all pollution control regulations. TheCompany ensures that all its vehicles go through periodic PUC and maintenance checks tomaintain minimum pollution levels and that all vehicles are in order of the prescribednorms for optimal operations by the manufacturer in terms of fuel consumption and bettervehicle through-put and better vehicle efficiency training programs are conductedregularly in order that the drivers maintain the vehicles better derive improved fuelefficiency are safe drivers and good citizens of the community.Company’s 24/7network control centre operating at the headquarters in Mumbai is a centralised commandsystem to provide support to drivers when they are on the road.

Under the GoGreen Living Responsibility pillar Company conducted various activities toencourage its employees to contribute towards the noble cause of saving the environment.

Power Saver Lights Off: The Company practices lights off for an hour between 1 pm to 2pm on the last saturday of every month across all its offices in India. Employees too areencouraged to switch off the lights at their residence between 8.30 pm to 9.30 pm on thesame day. This initiative is championed by Anil Khanna Managing Director who encouragesall the employees to conserve energy.

Your Company actively participates in all global initiatives such as Earth Hour EarthDay World Environment Day etc.

Technology Absorption

Since inception your Company has truly differentiated itself with world-classstate-of-the art technology. All departments and especially customer facing use technologyto deliver superior services to the customer.

Your Company is the only Indian air and ground express company that has investedextensively in technology infrastructure to create differentiated delivery capabilitiesquality services and customized solutions for the customer.

Our low cost with high standards technology architecture and innovation has allowed usto achieve service quality and operation delivery par excellence.

A entirely new website is being developed with excellent state of the art features& functionalities and a robust hardware platform.

Your Company has made substantial investments in IT and automation like hand-heldscanners (On the Move OTM) for pickup & deliveries technology deployment for cashmanagement more customers integrated into website & APIs smart truck roll-out ofWeight Dimension Levelling (WDLs) Centralised and Improved ERP system C2PC etc.

Your CompanyhasinvestedinInteractiveVoiceResponse(IVR)andofficialBlue Dart facebookpage twitter handle google plus page and youtube channel for customers tointeract with the Company.

Your Company has invested in a new retail customer centric management system Point ofSale (POS) besides Multiple Payment Option System (MPOS) is another initiative to makelives of customer easy and accessible. A new billing receivable management system is inprogress to further strengthen the process.

Innovation is deeply ingrained in Company’s DNA since its inception. Over theyears Company has been at the helm of many innovations that have benefitted our endcustomers and hence will continue to be our focus going forward too.

Your Company has invested heavily in technology infrastructure to create differentiateddelivery capabilities quality services and customized solutions for clients. This hasenabled us to offer web-based solutions mentioned above to customers that can beintegrated with their core products.

Foreign Exchange Earnings & Outgo Earnings in Foreign Currency

Earnings in foreign currency during year ended March 31 2016 were Rs.3259 (lacs)[March 31 2015: Rs.2823 (lacs)]

Expenditure in Foreign Currency

Expenditure in foreign currency during year ended March 31 2016 was Rs.542 (lacs)[March 31 2015: Rs.533 (lacs)]

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