Blue Dart Express Ltd.
|BSE: 526612||Sector: Services|
|NSE: BLUEDART||ISIN Code: INE233B01017|
|BSE 00:00 | 17 Feb||2923.50||
|NSE 00:00 | 17 Feb||2929.30||
|Mkt Cap.(Rs cr)||6,937|
|Mkt Cap.(Rs cr)||6937.47|
Blue Dart Express Ltd. (BLUEDART) - Director Report
Company director report
To the Members
Your Directors take great pleasure in presenting the Twenty Eighth Annual Report ofyour Company for the financial year ended March 31 2019.
The above figures are extracted from the standalone and consolidated financialstatements prepared in compliance with the Indian Accounting Standards (Ind AS) and complywith all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 ofthe Companies Act 2013 (the Act) [Companies (Indian Accounting Standards) Rules 2015(amended) ] and other relevant provisions of the Act.
REVIEW OF PERFORMANCE
Over the years though the economy faced several challenges Blue Dart continued to beresilient and displayed exemplary service quality and excellence by incorporating highbenchmarks and standards in every aspect of business. The express logistics industry thatyour Company operates in is fast changing with vibrant competition and high expectationsfrom customers.
Blue Dart has over the past 35 years transformed itself to offer customers complete'end-to-end' supply-chain solutions. Your Company steered through successfully with aclear focus on fundamentals viz; quality consistency reliability passion andcommitment. Your Company is an undisputed market leader in the express logistics industryin India and continues to remain one of the most innovative admired and awarded logisticscompanies in the Country.
Fitch Rating has cut India's economic growth forecast for the financial year 2019 -2020 to 6.8% against 7.2% for the financial year 20182019. In the recent past the economywitnessed various regulatory changes viz; GST introduction of e-waybills apart fromongoing challenges viz; high logistics cost due to inadequate infrastructure lowtechnology integration and lack of skilled manpower etc. Key sectors such as BankingFinancial Services & Insurance (BFSI) Automotive Pharmaceuticals and Life SciencesConsumer Durables e-commerce etc. continues to witness a mixed growth momentum. Despitethese speedbumps India ranks amongst the fastest growing economies of the world and 77thin the World Bank - 'Ease of Doing' Business Index though the country's position wentfrom 35 in 2016 to 44 in 2018 in the World Bank's Logistics Performance Index (LPI) interms of overall logistics performance.
During the year ended March 2019 the Company undertook the DAWN-Delivery Anywhere Nowthe 'reach expansion' program and invested into strategic growth areas. Your Companyinvested to remain agile and adaptive in the dynamic environment. As leaders in theexpress logistics industry and a 'trade facilitator' for the country Blue Dart aims tocontinue to delight its customers at each touch - point by providing them a high qualityservice offerings best-in-class technological innovations products and services.
In such a challenging scenario Income from operations of the Company for the yearended March 31 2019 was र 316546 Lakhs as compared to र 279085 Lakhs for the yearended March 31 2018. Your Company posted a profit after tax on a standalone basis of '8760 Lakhs for the year ended March 31 2019 as compared to र 14210 Lakhs for the yearended March 31 2018.
With a dedicated air and ground network enhanced with cutting-edge technology BlueDart continues to be South Asia's premier air and integrated transportation distributionand Logistics Company. It offers a wide range of innovative and simplified solutionsacross the industry verticals. Your company has been persistent in its commitment todeliver excellent service quality enhanced customer satisfaction and innovative serviceofferings. Your company is the market leader in an organised air express industry aleading player in an organised ground express and one of the preferred partners forvarious sectors.
Your company offers an extensive coverage in the country with a dedicatedinfrastructure captive fleet trained teams for deliveries and 24x7 shipment visibilitywhich further enhances its qualitative service offerings. Your Company also offersmultiple delivery options viz; parcel shops parcel lockers and mobile service centers forgreater convenience of its valued customers.
Your Company has an impeccable service record driven by motivated and passionate teamthe testimony for which rests in the numerous awards bestowed on the Company over theyears. As a responsible corporate entity your Company continues to contribute towardsenvironmental and social causes that enhance and nurture the society in which it operates.
Your Company has invested extensively in the technology infrastructure to createdifferentiated delivery capabilities quality services and customized solutions forcustomers. The use of technology has optimized the cost improved processes and allowedthe company to introduce innovative solutions to provide customers high quality service.Your Company provides the most efficient solutions to the e-commerce industry and theircustomers with a seamless and unique experience. Few instances include digitization ofentire logistics chain customized reports and automated performance updates APIs 24x7shipment visibility online dashboards for real time status etc. In order to enabledigitalized payments your Company added 15 digital wallets on the courier hand-heldmachines apart from enabling acceptance of credit/debit cards. As a consequenceinformation technology remains one of the key differentiators for the Company in theindustry.
Your Company's online presence on social media through its official Facebook TwitterYouTube and LinkedIn pages reached an impressive audience base and is rapidly gatheringfollowers creating a stream of customers who are an ardent advocates of the brand andinfluence a positive opinion in 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- 200 in the seven major cities of India flying through the night to allow late cut-offsand early morning deliveries ensuring customer delight. Blue Dart continues to focus oninnovation reach expansion transit time improvements activation of emerging towns(tier-II III and IV) and strengthening distribution channels to enhance reach andstrives to keep delivering beyond expectations of all its stakeholders.
Blue Dart continues to be certified to the ISO 9001 standards since 1996 andsuccessfully re-certified itself in August 2017 for the three years period to a new globalISO 9001-2015 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 the "First Choice" and "Net PromoterApproach" (NPA) initiatives enhancing process improvements customer centricity andservice quality.
Your Directors are pleased to recommend a Dividend of र 12.50 (Rupees Twelve and paisafifty only) per equity share for the year ended March 31 2019 subject to necessaryapproval by the Shareholders at the Annual General Meeting of the Company.
The Dividend on Equity shares including Dividend Distribution Tax once approved by themembers at the ensuing Annual General Meeting will sum up to a total of र 3576 Lakhsequivalent of 40.8% of the standalone profit after tax as compared to the total dividend(including Dividend Distribution Tax) of र 3576 Lakhs for the previous year.
Dividend Distribution Policy :
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("LODR") requires the top 500 listed companies to formulate aDividend Distribution Policy based on market capitalization. In compliance with the saidrequirement the Company has formulated Dividend Distribution Policy Regulation 43A of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("LODR") requires the top 500 listed companies to formulate a DividendDistribution Policy based on market capitalization. In compliance with the saidrequirement the Company has formulated and adopted the Dividend Distribution Policy whichendeavors for fairness consistency and sustainability while distributing profits to theshareholders. The policy is available on the company's website viz;https://www.nseprimeir.com/z_BlueDart/files/Dividend_Distribution_ Policy_Bluedart.pdf
REDEMPTION AND INTEREST ON DEBENTURES
In compliance with the provisions of law the Company has successfully redeemed itsSeries II Unsecured Redeemable Non-Convertible Debentures (9.4% p.a.) bearing ISININE233B08095 on November 20 2018 to all eligible debenture holders for an amount of' 9491 Lakhs.
During the year the Company paid Interest on the Unsecured Redeemable andNon-Convertible Debentures (Series II & Series III) aggregating to र 1248 Lakhs.
Details of outstanding unsecured redeemable non-convertible Debentures are as under:
Axis Trustee Services Ltd. is acting as the Debenture Trustee.
TRANSFER TO DEBENTURE REDEMPTION RESERVE
In accordance with the requirements of the Companies Act 2013 the Company has createdan additional reserve of र 703 Lakhs (previous year र 1757 Lakhs) in respect of theUnsecured Redeemable NonConvertible fully paid up Debentures. During the year theCompany has reversed an amount of र 2374 Lakhs towards redemption of Series IIDebentures. The balance in the Debenture Redemption Reserve as at March 31 2019 stood at' 1572 Lakhs (previous year - र 3243 Lakhs)
Your Company offers secured and reliable deliveries of consignments to over 35000locations in India. As part of the DPDHL Group your Company accesses the largest and mostcomprehensive express and logistics network worldwide through DHL covering over 220countries and territories and offers an entire spectrum of logistics solutions.
Your Company is flexible innovative and agile organization offering solutions to allsectors across the express logistics supply chain in the country be it a traditionalbusiness viz; Banking & Financial Services (BFSI) IT Automotive Pharmaceuticalsetc. or a new age opportunities in the areas of e-commerce.
Your Company has always pioneered solutions for the industry backed by an unmatchedinfrastructure hi-tech solutions extensive reach a fleet of six Boeing 757-200freighters with a capacity of 500 tonnes per night a flotilla of vehicles two and threewheelers electric vehicle pilots over 13000 plus passionate committed and talentedBlue Darters dedicated towards delivering 'service excellence' and value for all itsesteemed customers.
Your Company carried over 2332.71 Lakhs domestic shipments and over 9.16 Lakhsinternational shipments weighing more than 754981 tonnes during the financial year endedMarch 31 2019.
FACILITIES / INFRASTRUCTURE
The Company has 1665 facilities / hubs offices across India. The Company alsoincreased pin code services to cater to 98% of India's business needs. Your Company plansto further strengthen and consolidate its air and ground infrastructure expand reach andoffer the best-in-class transit times.
The Company has an ACMI Contract with Blue Dart Aviation Limited (BDAL) India's firstand currently the only domestic scheduled cargo airline in the country. BDAL is a whollyowned subsidiary company for dedicated air carriage capacity which has ensured a keydifferentiator in sustaining the Blue Dart's leadership position through its uniqueaviation network.
During the year your Company received repayment of Loans from BDAL of र 1903 Lakhs(Previous year र 2441 Lakhs). As on March 31 2019 the outstanding loan balance is '1092 Lakhs (Previous year र 2996 Lakhs) which is entirely receivable within 12 months onthe balance sheet date (previous year र 1903 lakhs). The loan carries an interestcomputed at an average 'base' rates of IDBI Bank and ICICI Bank with interest re-setbi-annually. The Company has paid र 17782 Lakhs as Inter- Corporate Deposit to BDAL andthe same was fully repaid as on March 31 2019.
During the year BDAL has expanded its footprint across airports in Chennai Delhi andMumbai relocating to new state of the art dedicated facilities constructed at theseairports. These long-term purpose-built facilities are unique to Blue Dart's operationsand help to establish much needed critical infrastructure to secure its operations andensure sustainability over the long term to meet growing demand productivity and servicequality enhancement. BDAL handled 52 charters and uplifted 88132 tonnes on its network.This was made possible by its dedicated and professional workforce operating each nightwith high standards of safety commitment and compliance within a turbulent aviationenvironment in the country which experienced rapid expansion and increasing costs andsignificantly contributed to your Company's operations.
The 'As One' Project which was initiated during the last quarter of 2017 at Hyderabadstation was extended to the Kolkatta and Bangalore stations. Under the said project thecity side and air side operations of both your company and Blue Dart Aviation Limited wereintegrated under a single authority and worked in tandem as a single force 'As One'. As aresult duplications are eliminated and load acceptance and delivery processes arestreamlined through teamwork. The result is passed on to the customer through faster andearlier deliveries. Your Company shall be extending the 'As One' integration to the restof the BDAL stations soon.
BDAL has delivered an 'On Time Performance' of 81.15% and 'Technical DispatchReliability' of 99.27% which is the best in the industry.
Your Company's financial position remains stable with adequate liquidity to meetcurrent obligations. During the year the Company had undertaken an aggressive reachexpansion programme which resulted into substantial capital expenditure and increasedoperational cost base coupled with challenging business environment which caused a majorstrain on the Company's profitability and margins.
During the year the Company successfully redeemed Series II Debentures amounting to '9491 Lakhs in November 2018. As on March 31 2019 the Company has liquid assets (cashand cash equivalent) of र 21026 Lakhs as against र 18216 Lakhs at the previous yearend. The increase in liquidity is mainly on account of an additional term debt of र 7500Lakhs availed to support the capital expenditure and the working capital requirements atthe year end.
The Company's Earnings per Share (basic & diluted) for the year ended March 312019 stood at र 36.92 per share as compared to र 59.89 per share for the previous yearended March 31 2018.
Your Company has generated net cash flow of र 15699 Lakhs from its operations asagainst र 20988 Lakhs in the preceding financial year on a stand-alone basis. Cash flowwas partially deployed in the capital assets investments debt servicing and payment ofdividend.
WORKING CAPITAL MANAGEMENT
Despite challenging uncertain and an adverse macroeconomic scenario your Companycontinued to manage its working capital efficiently which is within the benchmarks laid bythe DPDHL group.
Your Company efficiently utilized its surplus funds by investing into various highrated debt schemes (liquid category) of mutual funds / fixed deposits with Banks foreffective cash flow management. Liquidity in the Balance Sheet requires to be balancedbetween the earnings and adequate returns covering financial risk. The Company's growthhas been largely contributed through cash generation from operations which is adequate tosupport its working capital and debt servicing.
Your Company continues to enjoy high credit rating for its Debentures and workingcapital facilities / 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 the Company'sUnsecured Non-convertible Debentures Series III of र 7118 Lakhs (outstanding as on March31 2019).
2. "ICRA AA" (stable) (ICRA double A) (long term rating) to the Company'sBank limits (working capital) of र 3615 Lakhs (including fund based and non- fund basedlimits). The rating is considered to have high degree of safety regarding timely servicingof financial obligations 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.
3. ICRA Ltd. (an associate of Moody's Investors Service) has assigned "[ICRA]AA" (stable) rating for the Company's Long Term Loans of र 7500 Lakhs (ratingassigned on April 4 2019).
The Audited Financial Statements of Blue Dart Aviation Ltd. (BDAL) and Concorde AirLogistics Ltd. (CALL) the wholly owned subsidiary companies for the year ended March 312019 together with the reports of Directors and Auditors are attached. The Statementcontaining salient features of the financial statements of the subsidiary companies in theprescribed format viz; AOC-1 is attached as 'Annexure A' to the Board's Report. Thestatement also provides the details of performance and financial position of thesubsidiary companies.
The Consolidated 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 of theCompanies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 asamended.
Pursuant to requirements of Regulation 16 (c) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended theCompany has formulated a 'Policy on determining Material Subsidiaries'.
The Policy is posted on the website of the Company viz; www.bluedart. com.
The web link of the said Policy is :
DHL EXPRESS (SINGAPORE) PTE. LTD. PROMOTER SHAREHOLDER
DHL Express (Singapore) Pte.Ltd. holds 75% of the Equity Capital of the Company. Thecombined service offerings of both the organisations covers an entire spectrum ofdistribution within India and globally and provides customers with a firm strategicadvantage. Blue Dart is a leading brand in the country with an unmatched domestic networkrobust infrastructure and skilled personnel. DHL is an acknowledged global leader with astrong and long-standing presence in India. Together both present a powerful backbone tothe business and support the "Make in India" mission.
In our efforts to constantly collaborate and optimise with support of group companiesviz; DHL Express (India) Pvt. Ltd. DHL Supply Chain (India) Pvt. Ltd. DHL Logistics Pvt.Ltd. DHL eCommerce (India) LLP DHL eCommerce Singapore Pte.Ltd. Singapore DeutschePost IT Services GMBH the India Steering Committee comprising of the Senior ManagementTeam from each group Company made significant progress in the past year to maximisesynergies amongst business units with a focus on improving infrastructure service qualityand cost efficiencies thereby improving customer experience.
OUTLOOK FOR THE FUTURE
The logistics industry is a trade-facilitator and enabler for the economy since itensures efficient and cost-effective flow of goods and other commercial sectors aredependent on it. The logistics industry in India is rapidly evolving. Due to efforts ofthe Government of India and its several transformation programs viz; 'Make in India'improvement in infrastructure through Sagarmala and Bharatmala initiatives dedicatedfreight corridors GST & E-way bills National Waterways Dedicated Port Delivery andgenerating a pool of skilled professionals the logistics industry is expected to grow ata CAGR of 10.5% and reach USD 215 billion in 2020 from USD 160 billion in 20181.
The express industry where Blue Dart operates is part of the logistics industry. Theindustry caters to multiple sectors as well as individual customer homes by providing timebound services. Express delivery services are used for various products viz; electronicproducts securitized documents automotive components temperature controlled shipmentstrade samples lifesaving drugs mobile phones etc.
Your Company is optimistic on growth of various industries such as Life Sciences andHealthcare Automotive/ Automobiles Consumer Durables Banking & Financial ServicesComputer/IT e-commerce etc. which are largely domestic consumption-driven and expected tocontinue to grow.
Blue Dart has always been a customer centric brand where customers will remain itspriority; the Company fulfils their expectations with simplified servicesindustry-focused technologies and solutions loyalty programs and by always listening andacknowledging them. We have always been prompt in identifying new opportunities in themarket place through constant research on customers industry verticals and macro-economictrends making us intelligent organisation resulting in new product initiatives andsolutions which are customers oriented. Your Company will continue its focus on productinnovations and service enhancement by partnering in the industrial and services growthstory. Your company is geared to face challenges for the years to come. Your Directorslook forward to improved performance in the coming years.
AWARDS AND RECOGNITIONS
Your Company's innumerable efforts in the pursuit of endless excellence were recognizedthroughout the year ended March 31 2019. The position as an industry leader wassignificantly reiterated by the accolades received from several industry bodies andcustomers. Your Company won several awards which validate its Brand Equity LeadershipHuman Resource Philosophy Customer Service Business Acumen and Corporate SocialResponsibility.
Your Company is benchmarked to international standards and has won several brandleadership awards. It was voted as a Business Superbrand for the 12thconsecutive year by Superbrands 2018 Ranked No.1 Best Multinational Workplaces in Asia2019 in a study conducted by Great Place to Work@ institute (GPTW) awarded for CSRLeadership by ET Now Rise with India 2019 National Best Employer Brand 2018 Award by 13thBranding Employer Award 20182019 Ranked no. 311 by Business Standard BS 1000 in 2019conferred with the Indira Silver Jubilee Excellence Awards 2019 by India Group ofInstitutes Pune Awarded with the Outperformers in Courier/ e-Commerce TransportationAward by Mahindra Transport Excellence Award 2018 conferred with Most Innovative Companyin Logistics Sector and Best Express Logistics Provider by ET Now Rise with India 2018Indywood Excellence Award for Outstanding Educational Initiatives for MarginalisedCommunities 2018 appeared in Brands List of India's most valuable Brands 2018 RankedNo. 15 amongst the Best Companies to Work for 2018 WPP & Kantar Millward Brown'sBrandZTM Top 75 Most Valuable Indian Brands ranked Blue Dart on 69thposition making it the only Logistics company to enter in the list of 75 Valuable IndianBrands awarded for CSR Leadership by ET Now - Rise with India for Best Corporate SocialResponsibility Practices Best Environment Friendly project.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Charles Brewer (DIN: 07854413) who was inducted as an AdditionalDirector with effect from July 28 2017 was appointed as Director of the Company in theAnnual General Meeting of the Company held on July 31 2018. Mr. Charles Brewer tenderedhis resignation as a Director with effect from October 31 2018 on account of hispreoccupation. The Board of Directors accepted his resignation and placed on record theirsincere appreciation and thanks for the valuable contribution by way of advice from timeto time during his tenure as a Director of the Company.
Mrs. Tulsi N. Mirchandaney (DIN: 01842520) who was inducted as an Additional Directorwith effect from October 17 2017 was appointed as Director of the Company in the AnnualGeneral Meeting of the Company held on July 31 2018.
Mr. Anil Khanna (DIN: 01334483) Managing Director tendered his resignation asManaging Director with effect from January 23 2019 and was appointed as an AdditionalDirector with effect from the said date. Mr. Khanna tendered his resignation as anAdditional Director with effect from March 12 2019. The Board of Directors accepted hisresignation and placed on record their sincere appreciation and thanks for the valuablecontribution by way of advice from time to time during his tenure as Managing Director andDirector of the Company.
During the year Mr. Kenneth Allen (DIN: 08376337) was inducted as an AdditionalDirector of the Company with effect from March 11 2019. Mr. Kenneth Allen is the CEO ofDHL eCommerce Solutions and has been a Corporate Board Member of the Deutsche Post DHLGroup since 2009. Mr. Allen holds office upto the date of the forthcoming Annual GeneralMeeting of the Company. The resolution seeking approval of shareholders for Mr.Allen'sappointment has been incorporated in the Notice of forthcoming Annual General Meetingalong with brief resume.
Ms. Kavita Nair (DIN: 07771200) was appointed as an Independent Director of the Companywith effect from March 26 2019 by adopting the Postal Ballot procedure pursuant to therequirements of SEBI ("LODR") Amendment Regulations 2018. Ms. Kavita Nair isChief Digital Transformation Officer of Vodafone Idea Limited.
During the year Mr. R.S.Subramanian (DIN: 02946608) was appointed as an AdditionalDirector of the Company with effect from March 27 2019. Mr. R. S. Subramanian iscurrently the Senior Vice President and Country Manager for DHL Express India and amember of the DHL Asia Pacific Management Board. Mr.Subramanian holds office upto the dateof the forthcoming Annual General Meeting of the Company. The resolution seeking approvalof shareholders for Mr. Subramanian's appointment has been incorporated in the Notice offorthcoming Annual General Meeting along with brief resume.
Mr. Balfour Manuel was appointed as 'Chief Executive Officer' of the Company witheffect from January 23 2019. Mr. Balfour Manuel a Blue Dart veteran of over 35 yearshas been instrumental in the success of Blue Dart from the very beginning of the Company'sinception. A longtime employee of the Company Mr. Balfour Manuel prior to his appointmentas CEO was Senior Vice President in charge of Blue Dart's business-to-business customersa cornerstone of Blue Dart's customer base.
In the Board Meeting of the Company held on May 16 2019 Mr.Balfour Manuel (DIN:08416666) was appointed as an Additional Director of the Company with effect from May 162019. Mr. Manuel holds office upto the date of the forthcoming Annual General Meeting ofthe Company. The resolution seeking approval of shareholders for Mr.Manuel's appointmenthas been incorporated in the Notice of forthcoming Annual General Meeting along with briefresume.
In the Board Meeting of the Company held on May 16 2019 Mr. Balfour Manuel has beenappointed as Managing Director of the Company with effect from May 16 2019 subject toShareholders approval. The resolution seeking approval of shareholders for Mr.Manuel'sappointment as Managing Director has been incorporated in the Notice of forthcoming AnnualGeneral Meeting.
In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Ms. Tulsi Nowlakha Mirchandaney (DIN 01842520) Director retires by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment. Ms. Tulsi N. Mirchandaney is Managing Director of Blue Dart AviationIndia's only domestic cargo airline and South Asia's largest with a fleet of six Boeing757 freighters.
The Company has received statutory declaration from the Independent Directors statingthat they have met requisite criteria of independence as laid down under the provisions ofSection 149 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Mr. Balfour Manuel Managing Director Mr. Aneel Gambhir Chief Financial Officer andMr. Tushar Gunderia Company Secretary & Head - Legal & Compliance are KeyManagerial Personnel of the Company as prescribed under the Provisions of law as on thedate of the Report.
NUMBER OF BOARD MEETINGS
The Board of Directors met 6 (six) times during the year ended March 31 2019. Thedetails of Board Meetings and attendance of Directors are provided in the CorporateGovernance Report.
The Audit Committee comprises of three Non-Executive Directors viz; Mr.Sharad UpasaniMr. Malcolm Monteiro and Mr. Narendra Sarda.
The Chairman of the Committee is Mr. Sharad Upasani and Mr. Tushar Gunderia acts asSecretary to the Committee.
The composition and terms of reference of the Audit Committee are in accordance withthe provisions of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time.
The details of Audit Committee Meetings and attendence of Committee Members areprovided in the Corporate Governance Report.
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 co-sourced audit firmviz; KPMG. Well-established and robust internal audit processes both at the business andcorporate level continuously monitor adequacy and effectiveness of internal controlenvironment across the company and status of compliances with the operating systemsinternal policies and regulatory requirements.
The internal financial controls within the Company are commensurate with the sizescale and complexity of its operations. During the year your company has established andmaintained adequate and effective internal financial controls over financial reportingcriteria established by the company considering essential components of internal controlstated in the guidance note on the Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include design implementation and maintenance of adequate internalfinancial controls which were operating effectively for ensuring an orderly and efficientconduct of business including adherence to the company's policies safeguarding of itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial information as requiredunder the Act.
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.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
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 adopted a 'Whistle Blower Policy' which encourages itsemployees and various stakeholders to bring to the notice of the Company any issueinvolving compromise/violation of any ethical norms legal or regulatory provisionsactual or suspected fraud etc. without any fear of reprisal discrimination harassmentor victimization of any kind.
The Company has engaged services of KPMG Advisory Services Pvt. Ltd. renownedconsultancy firm which has established 'Blue Dart Ethics' Hotline. In terms of the policyall suspected violations and 'Reportable Matters' must be reported to the Ethics Committeevia Blue Dart Ethics Hotline. Ethics Committee comprises of Mr. Aneel Gambhir CFOMr.Tushar Gunderia Company Secretary & Head- Legal & Compliance and Mr. ManojMadhavan CIO. The Policy is applicable to all directors employees officers customersvendors and/or third party intermediaries viz; agents and consultants whether appointed onpermanent 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.
During the year under review the Company amended the Whistle Blower Policy to providea clause wherein all employees of the Company are eligible to report any instance of leakof 'Unpublished Price Sensitive Information'. The Company has posted "Whistle BlowerPolicy on its website viz;www.bluedart.com .
The web link of the Whistle Blower Policy is https://www.bluedart.com/web/guest/documents/20182/25161/whistleblowerpolicy.pdf/16ee725a-aabe-4160-bb5e-731aa5543384.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
The Company provides an equal opportunity and consciously strives to build a workculture that promotes dignity of employees. The Company has zero tolerance for sexualharassment at workplace and has in place a Prevention of Sexual Harassment Policy forWomen in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013.
An Internal Complaints Committee has been set up to redress complaints regarding sexualharassment. All women employees (permanent contractual temporary trainees) are coveredunder this policy. Awareness and sensitization programs were conducted across the Company.During the year under review no complaints were received alleging any instances of sexualharassment.
During the year under review provisions of cost audit as stated under Section 148 ofthe Act and the Companies (Audit and Auditors) Rules 2014 were not applicable to theCompany.
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 inplace the familiarisation programme for Independent Directors with regard to their roleduties and responsibilities nature of the industry in which the Company operatesbusiness / operating model of the Company etc. The Board Members are provided with allnecessary documents/ 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 in respect of business and performance updates of the company global businessenvironment business strategies and risks involved. Directors attend training programmes/conferences on relevant subject matters and keep themselves abreast of the latestcorporate 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
The CSR Committee of the Company comprises of Mr. Sharad Upasani as Chairman of theCommittee and Mr. Malcolm Monteiro and Ms. Tulsi N. Mirchandaney as members of theCommittee.
The CSR Committee along with the CSR Implementation/Management Committee is responsiblefor formulating and implementing the CSR Policy of the Company.
Mr. Balfour Manuel Managing Director and Mr. Aneel Gambhir CFO are permanent inviteesto the CSR Committee Meeting of the Board. Mr. Tushar Gunderia acts as Secretary to theCommittee.
The details of Corporate Social Responsibility Committee Meetings and attendance ofCommittee Members are provided in the Corporate Governance Report.
CSR INITIATIVES / CSR POLICY
The Corporate Social Responsibility is an integral part of our strategy. We arecommitted to our responsibility towards the Society Community and environment. We want tomake a positive contribution to the Society our world by using our knowledge and domestic/ global presence in a way which benefits the planet and its people.
As an Indian company with a global outlook Blue Dart endeavors to maintain a healthybalance between its economic environmental and social interests.
Under the motto of "Living Responsibility' your Company (along with DPDHL Group)focuses its corporate responsibility on protecting the environment and reducing CO2emissions (GoGreen) disaster management (GoHelp) and championing education (GoTeach).These are supported and complemented by regional community initiatives which demonstratevoluntary commitment special abilities and enthusiasm of Blue Darters across the country.
In accordance with the provisions of Section 135 of Companies Act 2013 and theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company has formulatedand 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 SocialResponsibility Policy) Rules 2014 undertaken by the Company during the year is annexedas 'Annexure B' to the Board's Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of Mr. Narendra Sarda as Chairmanand Mr. Sharad Upasani and Mr. Malcolm Monteiro as members of the Committee.
Mr. Balfour Manuel Managing Director and Mr. Aneel Gambhir CFO are permanent inviteesto the Committee.
The details of Nomination & Remuneration Committee Meetings and attendance ofCommittee Members are provided in the Corporate Governance Report.
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.
The Nomination & Remuneration Policy has been incorporated in the CorporateGovernance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Your Company re-aligned its existing 'Investors Grievance Committee' as 'StakeholdersRelationship Committee' with an enhanced scope and functioning. As on March 31 2019 the'Stakeholders Relationship Committee' consists of Mr. Malcolm Monteiro Non-ExecutiveDirector acting as Chairman of the Committee and Mr. Sharad Upasani and Air Marshal M.McMahon (Retd.) Independent Directors as members of the Committee.
The details of Stakeholders Relationship Committee Meetings and attendance of CommitteeMembers are provided under Corporate Governance Report.
Your Company has formulated a Risk Management Policy which provides an overview of theprinciples of risk management explains the approach adopted by the company towards riskmanagement and mitigation defines the organizational structure for effective riskmanagement develop a "risk' culture which encourages employees to identify risks andassociated opportunities and respond to them with an effective action identify assessmanage and mitigate existing and new risks in a planned and co-ordinated manner withminimum disruption and cost to protect and preserve the company's human physical andfinancial assets.
The Risk Management Committee of the Company maintains comprehensive oversight on risksattributed to the organisation and guides the Management on activities reviews results ofrisk assessment and mitigation plan development process reviews and monitors operating ofrisk management process and reports to the Board of Directors on the status of riskmanagement initiatives and its effectiveness. Your Company has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating measures on a continuing basis. Your Company has a process in place to informthe Audit Committee and Board of Directors on risk assessment and minimisation proceduresand periodic review is conducted in order to ensure that Management controls risk throughdefined framework.
The Risk Management Committee of the Company comprises of Mr. Narendra Sarda Chairmanof the Committee Mr. Sharad Upasani Mr. Malcolm Monteiro Air Marshal M. McMahon(Retd.) the Directors Mr.Balfour Manuel Managing Director Mr. Aneel Gambhir CFO andMr.Tushar Gunderia Company Secretary & Head - Legal & Compliance as Members.
The details of Risk Management Committee Meetings and attendance of Committee Membersare provided in the Corporate Governance Report.
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 arm's lengthand in the 'ordinary course of business'. There were no materially significant relatedparty transactions made by the Company with the persons /related party(s) as defined underSection 2(76) of the Companies Act 2013 which may have a potential conflict with theinterest 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 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 'Annexure C' to theBoard'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 on Related 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. I n the preparation of the Financial Statement the applicable accounting standardshave been followed and that no material departures have been made from the same;
ii. They have selected accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that year;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down proper internal financial controls to be followed by the Companyand 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.
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 of Directors has carried out an Annual Evaluation of its ownperformance the Chairperson individual Directors as well as the evaluation of theworking of its Committees.
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 assessment formatconsidered performance effectiveness with regard to the Board composition expertisedynamics strategic oversight risk management and internal control succession planningand 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.
Pursuant to the provisions of Section 139 of the Companies Act 2013 (the Act) readwith the Companies (Audit and Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) M/s. S. R. Batliboi& Associates LLP Chartered Accountants (Firm Registration no. 101049W/E300004) wereappointed as Statutory Auditors of the Company for a term of five (5) years to hold officefrom conclusion of the Twenty Sixth Annual General Meeting of the Company held on July 272017 upto the conclusion of the Thirty First Annual General Meeting subject toratification of their appointment at each subsequent Annual General Meeting.
The requirement of seeking ratification by the members for continuance of theirappointment has been withdrawn consequent to changes made by the Companies (Amendment)Act 2018 with effect from May 07 2018. Hence the resolution seeking ratification of themembers for their appointment is not being placed at the ensuing Annual General Meeting.
Your Company has received necessary certificate from M/s. S. R. Batliboi &Associates LLP Chartered Accountants confirming that they satisfy the criteria providedunder section 141 of the Companies Act 2013 and are not disqualified from continuing asStatutory Auditors of the Company.
The Auditors' Report for 2018-19 does not contain any qualification reservation oradverse remarks.
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' and "Annual Secretarial Compliance Audit" of theCompany for the year ended March 31 2019
The Secretarial Audit Report and Annual Secretarial Compliance Audit Report are annexedherewith as 'Annexure D' to the Board's Report.
The Secretarial Audit Report and Annual Secretarial Compliance Audit Report does notcontain any qualification reservation or adverse remark.
DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been duly complied with.
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' to theBoard's Report.
Further the extract to the Annual Return of the Company can also be accessed on theCompany's website at https://www.nseprimeir.com/pages_new/Reports.aspx?value=O13MyQclQQPM600MSHC
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015
The Company's Equity Shares and Unsecured Redeemable and NonConvertible Debentures arelisted on the BSE Limited and the National Stock Exchange of India Limited (NSE). TheCompany has paid its Annual listing fees for the listed securities to the stock exchangesfor the Financial Year 2019-2020.
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 the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
2. 'Archival Policy' under Regulation 30 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
The web link of 'Archival Policy' is:
3. 'Policy on Criteria for determining Materiality of events/information' underRegulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
The web link of the 'Policy on Criteria for determining Materiality ofevents/information' is:
TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
The details relating to unclaimed dividend and unclaimed shares forms part of theCorporate Governance Report.
CORPORATE GOVERNANCE AND MANGEMENT DISCUSSION AND ANALYSIS REPORT
Your Company is committed to maintaining high standards of Corporate Governance andadhering to Corporate Governance requirements set out by the Securities and Exchange Boardof India (SEBI).Your Company believes that Corporate Governance is application of the bestmanagement practices compliance of law in true 'letter and spirit' and adherence to anethical standards for effective management and distribution of wealth and discharge ofsocial responsibility for sustainable development of all stakeholders.
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 under the Management Discussion and Analysis Report which forms anintegral part of this Report and is set out as a separate section to this Annual Report.
BUSINESS RESPONSIBILITY REPORT (BRR)
As stipulated in Listing Regulations the Business Responsibility Report describinginitiatives undertaken by the Company from environmental social and governanceperspective is attached and forms part of this Annual Report.
In accordance with the Regulation 17 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 pertaining to corporategovernance norms Mr. Balfour Manuel Managing Director and Mr. Aneel Gambhir ChiefFinancial Officer certified inter-alia on review of financial statements andestablishing and maintaining internal controls for the financial reporting for the yearended March 31 2019. The said certificate forms an integral part of the Annual Report.
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 Company's Human Resources (HR) function has always been aligned with the businessobjectives and requirements for a effective partnership. Blue Dart is recognised as one ofIndia's Best Places to Work. Some of the highlights of key areas on which HR laid emphasisand achieved results were viz; Employee Morale & Motivation Performance ManagementSuccession Planning & Executive Development Review Competency Development EmployeeWellness and Well Being Work- Life Balance Initiatives etc.
The Employee Satisfaction Survey in 2018 was conducted with a unique and strategicapproach facilitated by HR under guidance of Managing Director and other Senior ManagementTeam. This approach focused on facilitating senior management communication/ dialogue/interaction with employees and clarification sessions for ESS issues/ employee touchpoints. HR carried out the ESS communication campaign focusing more on structuredinteraction between SMTs and employees prior to the launch of ESS in 2018. The EmployeeSatisfaction Survey for the year 2018 was conducted with 99.1% employees participating inthe survey.
The mean satisfaction score for the year is 95.2%. 'Pride in Working for Blue Dart' hasa high score of 97.2%. Employee engagement has also emerged as one of the highest scoringitems with a score of 95.2%. Amongst the dimension wise scores Organization Identity isthe highest scoring with a mean satisfaction score of 96.4% which remained same as lastyear. This high engagement score has become possible due to active leadership of SeniorManagement Team members / Managers/ Supervisors through regular interactions action planon areas of concern and focusing on them with proper communication and feedback sessions.
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 its people and customer centric approach.Blue Dart's People-First philosophy coupled with passion and commitment of its employeeshas enabled the company to overcome many challenges in the past.
Your Company believes that its employees are its core strength and accordinglydevelopment of people and providing the 'best-in-class' work environment are keypriorities for the Organisation to drive business objectives and goals. Comprehensive HRpolicies are in place which enables building of a stronger performance culture andsimtaneously developing current and future leaders.
The Information on the particulars of employees' remuneration as per Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time forms partof this Report. However as per the provisions of Section 136 (1) of the Companies Act2013 the report and Financial Statements are being sent to all shareholders of theCompany excluding the Statement of Particulars of Employees which is available forinspection at the registered office of the company during working hours. Any shareholderinterested in such particulars may inspect the 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 Act 2013read 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's Report.
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.
Your Directors state that no disclosure or reporting is required in respect offollowing items since there were no transactions in respect thereof during the year underreview:
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 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 impacted the going concern status and Company's operations in future.
5. As on March 31 2019 there is no associate company or joint venture company withinthe meaning of Section 2(6) of the Act.
6. No fraud has been reported by the Auditors to the Audit Committee or the Board.
7. There was no change in the nature of business.
Your Directors appreciate the contribution made by 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 andcooperation extended to the Company during the year.
We are also deeply grateful to our shareholders for the confidence and faith that theyhave always placed on us.
For and on behalf of the Board of Directors