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Blue Dart Express Ltd.

BSE: 526612 | NSE: BLUEDART |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE233B01017 | SECTOR: Couriers

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2011 2010

Director’s Report

DIRECTORS’ REPORT

To the Members,

The Directors take great pleasure in presenting the Twenty Eighth Annual Report of your Company for the financial year ended March 31, 2019.

FINANCIAL RESULTS (Rs, in Lakhs)

Particulars

Standalone

Consolidated

Revenues

For the year ended March 31, 2019

For the year ended March 31, 2018

For the year ended March 31, 2019

For the year ended March 31, 2018

Service Charges

3,16,546

2,79,085

3,17,440

2,79,924

Other Income

1,821

2,254

1,924

2,067

Less : Operating Expenses

2,99,201

2,53,104

2,88,895

2,44,796

Gross Profit (EBIDTA)

19,166

28,235

30,469

37,195

Less : Finance Cost

1,535

2,559

4,266

4,050

Depreciation & Amortization

4,796

4,498

12,789

11,445

Earnings before tax

12,835

21,178

13,414

21,700

Less : Income Tax Expenses

4,075

6,968

4,438

7,229

Earnings after tax

8,760

14,210

8,976

14,471

Other Comprehensive Income (post Tax)

(515)

27

(492)

46

Total Comprehensive Income for the year Retained Earnings

8,245

14,237

8,484

14,517

Balance as at the beginning of the year

46,838

34,490

37,814

25,186

Add : Profit for the year

8,760

14,210

8,976

14,471

Profit available for appropriation

55,598

48,700

46,790

39,657

Less : Appropriations/Adjustments

Transitional adjustments (Ind AS 115) (Net of tax)

317

-

317

-

Dividend (including dividend distribution tax)

3,576

4,284

3,576

4,284

Transfer to / (from) Debenture Redemption Reserve

(1,671)

(2,395)

(1,671)

(2,395)

Actuarial loss / (gain) on remeasurement of post employment benefit obligation, net of tax

515

(27)

492

(46)

Balance as at the end of the year

52,861

46,838

44,076

37,814

Notes :

The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the 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 be resilient and displayed exemplary service quality and excellence by incorporating high benchmarks and standards in every aspect of business. The express logistics industry that your Company operates in, is fast changing with vibrant competition and high expectations from 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 a clear focus on fundamentals viz; quality, consistency, reliability, passion and commitment. Your Company is an undisputed market leader in the express logistics industry in India and continues to remain one of the most innovative, admired and awarded logistics companies 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 economy witnessed various regulatory changes viz; GST, introduction of e-waybills, apart from ongoing challenges viz; high logistics cost due to inadequate infrastructure, low technology integration and lack of skilled manpower etc. Key sectors such as Banking, Financial Services & Insurance (BFSI), Automotive, Pharmaceuticals and Life Sciences, Consumer Durables, e-commerce etc. continues to witness a mixed growth momentum. Despite these speed bumps, India ranks amongst the fastest growing economies of the world and 77th in the World Bank - ''Ease of Doing'' Business Index, though the country''s position went from 35 in 2016 to 44 in 2018 in the World Bank''s Logistics Performance Index (LPI) in terms of overall logistics performance.

During the year ended March 2019, the Company undertook the DAWN-Delivery Anywhere Now, the ''reach expansion'' program and invested into strategic growth areas. Your Company invested to remain agile and adaptive in the dynamic environment. As leaders in the express logistics industry and a ''trade facilitator'' for the country, Blue Dart aims to continue to delight its customers at each touch -point by providing them a high quality service offerings, best-in-class technological innovations, products and services.

In such a challenging scenario, Income from operations of the Company for the year ended March 31, 2019 was Rs,3,16,546 Lakhs as compared to Rs,2,79,085 Lakhs for the year ended March 31, 2018. Your Company posted a profit after tax on a standalone basis of Rs,8,760 Lakhs for the year ended March 31, 2019 as compared to Rs,14,210 Lakhs for the year ended March 31, 2018.

With a dedicated air and ground network enhanced with cutting-edge technology, Blue Dart continues to be South Asia''s premier air and integrated transportation, distribution and Logistics Company. It offers a wide range of innovative and simplified solutions across the industry verticals. Your company has been persistent in its commitment to deliver excellent service quality, enhanced customer satisfaction and innovative service offerings. Your company is the market leader in an organized air express industry, a leading player in an organized ground express and one of the preferred partners for various sectors.

Your company offers an extensive coverage in the country with a dedicated infrastructure, captive fleet, trained teams for deliveries and 24x7 shipment visibility which further enhances its qualitative service offerings. Your Company also offers multiple delivery options viz; parcel shops, parcel lockers and mobile service centers for greater convenience of its valued customers.

Your Company has an impeccable service record driven by motivated and passionate team, the testimony for which rests in the numerous awards bestowed on the Company over the years. As a responsible corporate entity, your Company continues to contribute towards environmental and social causes that enhance and nurture the society in which it operates.

Your Company has invested extensively in the technology infrastructure to create differentiated delivery capabilities, quality services and customized solutions for customers. The use of technology has optimized the cost, improved processes and allowed the company to introduce innovative solutions to provide customers high quality service. Your Company provides the most efficient solutions to the e-commerce industry and their customers with a seamless and unique experience. Few instances include digitization of entire logistics chain, customized reports and automated performance updates, APIs, 24x7 shipment visibility, online dashboards for real time status etc. In order to enable digitalized payments, your Company added 15 digital wallets on the courier hand-held machines apart from enabling acceptance of credit/debit cards. As a consequence, information technology remains one of the key differentiators for the Company in the industry.

Your Company''s online presence on social media through its official Face book, Twitter, YouTube and LinkedIn pages reached an impressive audience base and is rapidly gathering followers, creating a stream of customers who are an ardent advocates of the brand and influence a positive opinion in the new age media.

Your Company is also the first, largest and till date the only express delivery company in 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-offs and early morning deliveries ensuring customer delight. Blue Dart continues to focus on innovation, reach expansion, transit time improvements, activation of emerging towns (tier-II, III and IV), and strengthening distribution channels to enhance reach and strives to keep delivering beyond expectations of all its stakeholders.

Blue Dart continues to be certified to the ISO 9001 standards since 1996 and successfully re-certified itself in August 2017 for the three years period to a new global ISO 9001-2015 standards for “design, management and operations of the countrywide express transportation and distribution services within the Indian sub-continent and international destinations serviced through multinational express companies”.

Your Company continues to drive the “First Choice” and “Net Promoter Approach” (NPA) initiatives, enhancing process improvements, customer centricity and service quality.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs,12.50 (Rupees Twelve and paisa fifty only) per equity share for the year ended March 31, 2019, subject to necessary approval by the Shareholders at the Annual General Meeting of the Company.

The Dividend on Equity shares including Dividend Distribution Tax, once approved by the members at the ensuing Annual General Meeting, will sum up to a total of Rs,3,576 Lakhs equivalent of 40.8% of the standalone profit after tax as compared to the total dividend (including Dividend Distribution Tax) of Rs,3,576 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 a Dividend Distribution Policy based on market capitalization. In compliance with the said requirement, the Company has formulated Dividend Distribution Policy Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), requires the top 500 listed companies to formulate a Dividend Distribution Policy based on market capitalization. In compliance with the said requirement, the Company has formulated and adopted the Dividend Distribution Policy which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. 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 its Series II, Unsecured, Redeemable, Non-Convertible Debentures (9.4% p.a.) bearing ISIN -INE233B08095 on November 20, 2018 to all eligible debenture holders for an amount of Rs,9,491 Lakhs.

During the year, the Company paid Interest on the Unsecured, Redeemable and Non-Convertible Debentures (Series II & Series III) aggregating to Rs,1,248 Lakhs.

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

Particulars

Series III

Issue price

Rs,10/- per Debenture

Issue date

November 21, 2014

No of debentures

71183802

Rate of Interest

9.5% p.a.

Period (Tenure)

60 months

Date of Redemption

November 20, 2019

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 created an additional reserve of Rs,703 Lakhs (previous year Rs,1,757 Lakhs) in respect of the Unsecured, Redeemable, NonConvertible, fully paid up Debentures. During the year, the Company has reversed an amount of Rs,2,374 Lakhs towards redemption of Series II Debentures. The balance in the Debenture Redemption Reserve as at March 31, 2019 stood at Rs,1,572 Lakhs (previous year - Rs,3,243 Lakhs)

OPERATIONS REVIEW

Your Company offers secured and reliable deliveries of consignments to over 35,000 locations in India. As part of the DPDHL Group, your Company accesses the largest and most comprehensive express and logistics network worldwide through DHL, covering over 220 countries and territories and offers an entire spectrum of logistics solutions.

Your Company is flexible, innovative and agile organization offering solutions to all sectors across the express logistics supply chain in the country, be it a traditional business viz; Banking & Financial Services (BFSI), IT, Automotive, Pharmaceuticals etc. or a new age opportunities in the areas of e-commerce.

Your Company has always pioneered solutions for the industry, backed by an unmatched infrastructure, hi-tech solutions, extensive reach, a fleet of six Boeing 757-200 freighters with a capacity of 500 tonnes per night, a flotilla of vehicles, two and three wheelers, electric vehicle pilots, over 13,000 plus passionate, committed and talented Blue Darters dedicated towards delivering ''service excellence'' and value for all its esteemed customers.

Your Company carried over 2,332.71 Lakhs domestic shipments and over 9.16 Lakhs international shipments weighing more than 754,981 tonnes during the financial year ended March 31, 2019.

FACILITIES / INFRASTRUCTURE

The Company has 1,665 facilities / hubs offices across India. The Company also increased pin code services to cater to 98% of India''s business needs. Your Company plans to further strengthen and consolidate its air and ground infrastructure, expand reach and offer the best-in-class transit times.

AVIATION SYSTEM

The Company has an ACMI Contract with Blue Dart Aviation Limited (BDAL), India''s first and currently the only domestic scheduled cargo airline in the country. BDAL is a wholly owned subsidiary company for dedicated air carriage capacity which has ensured a key differentiator in sustaining the Blue Dart''s leadership position through its unique aviation network.

During the year, your Company received repayment of Loans from BDAL of Rs,1,903 Lakhs (Previous year Rs,2,441 Lakhs). As on March 31, 2019, the outstanding loan balance is Rs,1,092 Lakhs (Previous year Rs,2,996 Lakhs) which is entirely receivable within 12 months on the balance sheet date (previous year Rs,1,903 lakhs). The loan carries an interest computed at an average ''base'' rates of IDBI Bank and ICICI

Bank with interest re-set bi-annually. The Company has paid Rs,17,782 Lakhs as Inter- Corporate Deposit to BDAL and the same was fully repaid as on March 31, 2019.

During the year, BDAL has expanded its footprint across airports in Chennai, Delhi and Mumbai, relocating to new, state of the art, dedicated facilities constructed at these airports. These long-term, purpose-built facilities are unique to Blue Dart''s operations and help to establish much needed, critical infrastructure to secure its operations and ensure sustainability over the long term to meet growing demand, productivity and service quality enhancement. BDAL handled 52 charters and uplifted 88,132 tonnes on its network. This was made possible by its dedicated and professional workforce operating each night with high standards of safety, commitment and compliance within a turbulent aviation environment in the country which experienced rapid expansion and increasing costs and significantly contributed to your Company''s operations.

The ''As One'' Project which was initiated during the last quarter of 2017 at Hyderabad station was extended to the Kolkatta and Bangalore stations. Under the said project, the city side and air side operations of both your company and Blue Dart Aviation Limited were integrated under a single authority and worked in tandem as a single force ''As One''. As a result, duplications are eliminated and load acceptance and delivery processes are streamlined through teamwork. The result is passed on to the customer through faster and earlier deliveries. Your Company shall be extending the ''As One'' integration to the rest of the BDAL stations soon.

BDAL has delivered an ''On Time Performance'' of 81.15% and ''Technical Dispatch Reliability'' of 99.27%, which is the best in the industry.

FINANCE

Your Company''s financial position remains stable with adequate liquidity to meet current obligations. During the year, the Company had undertaken an aggressive reach expansion programme which resulted into substantial capital expenditure and increased operational cost base coupled with challenging business environment which caused a major strain on the Company''s profitability and margins.

During the year, the Company successfully redeemed Series II Debentures amounting to Rs,9,491 Lakhs in November 2018. As on March 31, 2019, the Company has liquid assets (cash and cash equivalent) of Rs,21,026 Lakhs, as against Rs,18,216 Lakhs at the previous year end. The increase in liquidity is mainly on account of an additional term debt of Rs,7,500 Lakhs availed to support the capital expenditure and the working capital requirements at the year end.

The Company''s Earnings per Share (basic & diluted) for the year ended March 31, 2019 stood at Rs,36.92 per share as compared to Rs,59.89 per share for the previous year ended March 31, 2018.

CASH FLOWS

Your Company has generated net cash flow of Rs,15,699 Lakhs from its operations as against Rs,20,988 Lakhs in the preceding financial year on a stand-alone basis. Cash flow was partially deployed in the capital assets, investments, debt servicing and payment of dividend.

WORKING CAPITAL MANAGEMENT

Despite challenging, uncertain and an adverse macroeconomic scenario, your Company continued to manage its working capital efficiently which is within the benchmarks laid by the DPDHL group.

Your Company efficiently utilized its surplus funds by investing into various high rated debt schemes (liquid category) of mutual funds / fixed deposits with Banks for effective cash flow management. Liquidity in the Balance Sheet requires to be balanced between the earnings and adequate returns covering financial risk. The Company''s growth has been largely contributed through cash generation from operations which is adequate to support its working capital and debt servicing.

CREDIT RATING

Your Company continues to enjoy high credit rating for its Debentures and working capital 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''s Unsecured, Non-convertible Debentures Series III of Rs,7,118 Lakhs (outstanding as on March 31, 2019).

2. “ICRA AA” (stable) (ICRA double A) (long term rating) to the Company''s Bank limits (working capital) of Rs,3,615 Lakhs (including fund based and non- fund based limits). The rating is considered to have high degree of safety regarding timely servicing of financial obligations carrying very low credit risk. ICRA also assigned “ICRA A1 ” (ICRA A one plus) (short term rating) for the said limits. The rating indicates very strong degree of safety regarding timely payment of financial obligation carrying lowest 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 Rs,7,500 Lakhs (rating assigned on April 4, 2019).

SUBSIDIARY COMPANIES

The Audited Financial Statements of Blue Dart Aviation Ltd. (BDAL) and Concorde Air Logistics Ltd. (CALL), the wholly owned subsidiary companies for the year ended March 31, 2019 together with the reports of Directors and Auditors are attached. The Statement containing salient features of the financial statements of the subsidiary companies in the prescribed format viz; AOC-1 is attached as ''Annexure A'' to the Board''s Report. The statement also provides the details of performance and financial position of the subsidiary companies.

The Consolidated Financial Results represent those of the Company and its wholly owned subsidiaries viz; BDAL and CALL. The Company has consolidated its results in accordance with the Ind AS 110 - ''Consolidated Financial Statements'' pursuant to Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

Pursuant to requirements of Regulation 16 (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company 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 :

http://www.nseprimeir.com/z_BlueDart/files/Bluedart_PolicyonMaterial

Subsidiary.pdf

DHL EXPRESS (SINGAPORE) PTE. LTD., PROMOTER SHAREHOLDER

DHL Express (Singapore) Pte.Ltd. holds 75% of the Equity Capital of the Company. The combined service offerings of both the organizations covers an entire spectrum of distribution within India and globally and provides customers with a firm strategic advantage. Blue Dart is a leading brand in the country with an unmatched domestic network, robust infrastructure and skilled personnel. DHL is an acknowledged global leader with a strong and long-standing presence in India. Together, both present a powerful backbone to the business and support the “Make in India” mission.

In our efforts to constantly collaborate and optimize with support of group companies viz; 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, Deutsche Post IT Services, GMBH, the India Steering Committee comprising of the Senior Management Team from each group Company made significant progress in the past year to maximize synergies amongst business units with a focus on improving infrastructure, service quality and cost efficiencies, thereby improving customer experience.

OUTLOOK FOR THE FUTURE

The logistics industry is a trade-facilitator and enabler for the economy since it ensures efficient and cost-effective flow of goods and other commercial sectors are dependent on it. The logistics industry in India is rapidly evolving. Due to efforts of the Government of India and its several transformation programs viz; ''Make in India'', improvement in infrastructure through Sagarmala and Bharatmala initiatives, dedicated freight corridors, GST & E-way bills, National Waterways, Dedicated Port Delivery and generating a pool of skilled professionals, the logistics industry is expected to grow at a CAGR of 10.5% and reach USD 215 billion in 2020 from USD 160 billion in 2018.

The express industry where Blue Dart operates is part of the logistics industry. The industry caters to multiple sectors as well as individual customer homes by providing time bound services. Express delivery services are used for various products viz; electronic products, securitized documents, automotive components, temperature controlled shipments, trade samples, lifesaving drugs, mobile phones etc.

Your Company is optimistic on growth of various industries such as Life Sciences and Healthcare, Automotive/ Automobiles, Consumer Durables, Banking & Financial Services, Computer/IT, e-commerce etc. which are largely domestic consumption-driven and expected to continue to grow.

Blue Dart has always been a customer centric brand where customers will remain its priority; the Company fulfils their expectations with simplified services, industry-focused technologies and solutions, loyalty programs and by always listening and acknowledging them. We have always been prompt in identifying new opportunities in the market place through constant research on customers, industry verticals and macro-economic trends, making us intelligent organization, resulting in new product initiatives and solutions which are customers oriented. Your Company will continue its focus on product innovations and service enhancement by partnering in the industrial and services growth story. Your company is geared to face challenges for the years to come. Your Directors look forward to improved performance in the coming years.

AWARDS AND RECOGNITIONS

Your Company''s innumerable efforts in the pursuit of endless excellence were recognized throughout the year ended March 31, 2019. The position as an industry leader was significantly reiterated by the accolades received from several industry bodies and customers. Your Company won several awards which validate its Brand Equity, Leadership, Human Resource Philosophy, Customer Service, Business Acumen and Corporate Social Responsibility.

Your Company is benchmarked to international standards and has won several brand leadership awards. It was voted as a Business Super brand for the 12th consecutive year by Super brands 2018, Ranked No.1 Best Multinational Workplaces in Asia 2019 in a study conducted by Great Place to Work@ institute (GPTW), awarded for CSR Leadership by ET Now Rise with India 2019, National Best Employer Brand 2018 Award by 13th Branding Employer Award 20182019, Ranked no. 311 by Business Standard, BS 1000 in 2019, conferred with the Indira Silver Jubilee Excellence Awards 2019 by India Group of Institutes, Pune, Awarded with the Outperformers in Courier/ e-Commerce Transportation Award by Mahindra Transport Excellence Award 2018, conferred with Most Innovative Company in Logistics Sector and Best Express Logistics Provider by ET Now Rise with India, 2018, Indy wood Excellence Award for Outstanding Educational Initiatives for Marginalized Communities, 2018, appeared in Brands List of India''s most valuable Brands 2018, Ranked No. 15 amongst the Best Companies to Work for 2018, WPP & Kantar Millward Brown''s BrandZTM Top 75 Most Valuable Indian Brands ranked Blue Dart on 69th position making it the only Logistics company to enter in the list of 75 Valuable Indian Brands, awarded for CSR Leadership by ET Now - Rise with India for Best Corporate Social Responsibility Practices, Best Environment Friendly project.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Charles Brewer (DIN: 07854413) who was inducted as an Additional Director with effect from July 28, 2017 was appointed as Director of the Company in the Annual General Meeting of the Company held on July 31, 2018. Mr. Charles Brewer tendered his resignation as a Director with effect from October 31, 2018 on account of his preoccupation. The Board of Directors accepted his resignation and placed on record their sincere appreciation and thanks for the valuable contribution by way of advice from time to time during his tenure as a Director of the Company.

Mrs. Tulsi N. Mirchandaney (DIN: 01842520) who was inducted as an Additional Director with effect from October 17, 2017 was appointed as Director of the Company in the Annual General Meeting of the Company held on July 31, 2018.

Mr. Anil Khanna (DIN: 01334483), Managing Director, tendered his resignation as Managing Director with effect from January 23, 2019 and was appointed as an Additional Director with effect from the said date. Mr. Khanna tendered his resignation as an Additional Director with effect from March 12, 2019. The Board of Directors accepted his resignation and placed on record their sincere appreciation and thanks for the valuable contribution by way of advice from time to time during his tenure as Managing Director and Director of the Company.

During the year, Mr. Kenneth Allen (DIN: 08376337) was inducted as an Additional Director of the Company with effect from March 11, 2019. Mr. Kenneth Allen is the CEO of DHL eCommerce Solutions and has been a Corporate Board Member of the Deutsche Post DHL Group since 2009. Mr. Allen holds office upto the date of the forthcoming Annual General Meeting of the Company. The resolution seeking approval of shareholders for Mr.Allen''s appointment has been incorporated in the Notice of forthcoming Annual General Meeting along with brief resume.

Ms. Kavita Nair (DIN: 07771200) was appointed as an Independent Director of the Company with effect from March 26, 2019 by adopting the Postal Ballot procedure pursuant to the requirements of SEBI (LODR) Amendment Regulations, 2018. Ms. Kavita Nair is Chief Digital Transformation Officer of Vodafone Idea Limited.

During the year, Mr. R.S.Subramanian (DIN: 02946608) was appointed as an Additional Director of the Company with effect from March 27, 2019. Mr. R. S. Subramanian is currently the Senior Vice President and Country Manager, for DHL Express India, and a member of the DHL Asia Pacific Management Board. Mr.Subramanian holds office upto the date of the forthcoming Annual General Meeting of the Company. The resolution seeking approval of shareholders for Mr. Subramanian''s appointment has been incorporated in the Notice of forthcoming Annual General Meeting along with brief resume.

Mr. Balfour Manuel was appointed as ''Chief Executive Officer'' of the Company with effect from January 23, 2019. Mr. Balfour Manuel, a Blue Dart veteran of over 35 years, has been instrumental in the success of Blue Dart from the very beginning of the Company''s inception. A longtime employee of the Company, Mr. Balfour Manuel prior to his appointment as CEO, was Senior Vice President in charge of Blue Dart''s business-to-business customers, a 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 16, 2019. Mr. Manuel holds office upto the date of the forthcoming Annual General Meeting of the Company. The resolution seeking approval of shareholders for Mr.Manuel''s appointment has been incorporated in the Notice of forthcoming Annual General Meeting along with brief resume.

In the Board Meeting of the Company held on May 16, 2019, Mr. Balfour Manuel has been appointed as Managing Director of the Company with effect from May 16, 2019, subject to Shareholders’ approval. The resolution seeking approval of shareholders for Mr.Manuel''s appointment as Managing Director has been incorporated in the Notice of forthcoming Annual General Meeting.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Ms. Tulsi Nowlakha Mirchandaney (DIN 01842520) Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Ms. Tulsi N. Mirchandaney is Managing Director of Blue Dart Aviation, India''s only domestic cargo airline and South Asia''s largest, with a fleet of six Boeing 757 freighters.

The Company has received statutory declaration from the Independent Directors stating that they have met requisite criteria of independence as laid down under the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Balfour Manuel, Managing Director, Mr. Aneel Gambhir, Chief Financial Officer and Mr. Tushar Gunderia, Company Secretary & Head - Legal & Compliance, are Key Managerial Personnel of the Company as prescribed under the Provisions of law as on the date of the Report.

NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) times during the year ended March 31, 2019. The details of Board Meetings and attendance of Directors are provided in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors, viz; Mr.Sharad Upasani, Mr. Malcolm Monteiro and Mr. Narendra Sarda.

The Chairman of the Committee is Mr. Sharad Upasani and Mr. Tushar Gunderia acts as Secretary to the Committee.

The composition and terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

The details of Audit Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has in place sound internal control system to ensure that all assets are protected against loss from any unauthorized use and all transactions are recorded and reported correctly. The Company''s internal control system is further supplemented by the internal audits carried out by an in-house internal audit team and co-sourced audit firm viz; KPMG. Well-established and robust internal audit processes, both at the business and corporate level, continuously monitor adequacy and effectiveness of internal control environment across the company and status of compliances with the operating systems, internal policies and regulatory requirements.

The internal financial controls within the Company are commensurate with the size, scale and complexity of its operations. During the year, your company has established and maintained adequate and effective internal financial controls over financial reporting criteria established by the company considering essential components of internal control stated in the guidance note on the Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include design, implementation and maintenance of adequate internal financial controls which were operating effectively for ensuring an orderly and efficient conduct of business, including adherence to the company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information as required under the Act.

DOWNSTREAM INVESTMENT

As per the Auditor''s Certificate on a downstream investment in the Indian subsidiary, the Company is in compliance with the FDI regulations and has obtained requisite certificate 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 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a ''Whistle Blower Policy'' which encourages its employees and various stakeholders to bring to the notice of the Company any issue involving compromise/violation of any ethical norms, legal or regulatory provisions, actual or suspected fraud etc., without any fear of reprisal, discrimination, harassment or victimization of any kind.

The Company has engaged services of KPMG Advisory Services Pvt. Ltd., renowned consultancy firm which has established ''Blue Dart Ethics'' Hotline. In terms of the policy, all suspected violations and ''Reportable Matters'' must be reported to the Ethics Committee via Blue Dart Ethics Hotline. Ethics Committee comprises of Mr. Aneel Gambhir, CFO, Mr.Tushar Gunderia, Company Secretary & Head-Legal & Compliance and Mr. Manoj Madhavan, CIO. The Policy is applicable to all directors, employees, officers, customers, vendors and/or third party intermediaries viz; agents and consultants whether appointed on permanent, temporary, full-time, part-time, contractual, probation or on retainer basis and engaged to conduct business on behalf of the Company and its subsidiary companies. The Policy provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the Whistle Blowers were denied access to the Audit Committee of the Board.

During the year under review, the Company amended the Whistle Blower Policy to provide a clause wherein all employees of the Company are eligible to report any instance of leak of ''Unpublished Price Sensitive Information''. The Company has posted “Whistle Blower Policy” 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/16ee725 a-aabe-4160-bb5e-731aa5543384.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company provides an equal opportunity and consciously strives to build a work culture that promotes dignity of employees. The Company has zero tolerance for sexual harassment at workplace and has in place a Prevention of Sexual Harassment Policy for Women 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 sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. Awareness and sensitization programs were conducted across the Company. During the year under review, no complaints were received alleging any instances of sexual harassment.

COST AUDIT

During the year under review, provisions of cost audit as stated under Section 148 of the Act and the Companies (Audit and Auditors) Rules, 2014 were not applicable to the Company.

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 in place the familiarization programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business / operating model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company''s procedures and practices.

Periodic presentations are made at the Board and the Board constituted committee meetings in respect of business and performance updates of the company, global business environment, business strategies and risks involved. Directors attend training programmes/ conferences on relevant subject matters and keep themselves 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

The CSR Committee of the Company comprises of Mr. Sharad Upasani as Chairman of the Committee and Mr. Malcolm Monteiro and Ms. Tulsi N. Mirchandaney as members of the Committee.

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

Mr. Balfour Manuel, Managing Director and Mr. Aneel Gambhir, CFO are permanent invitees to the CSR Committee Meeting of the Board. Mr. Tushar Gunderia acts as Secretary to the Committee.

The details of Corporate Social Responsibility Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

CSR INITIATIVES / CSR POLICY

The Corporate Social Responsibility is an integral part of our strategy. We are committed to our responsibility towards the Society, Community and environment. We want to make 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 healthy balance 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 CO2 emissions (GoGreen), disaster management (GoHelp) and championing education (GoTeach). These are supported and complemented by regional community initiatives which demonstrate voluntary commitment, special abilities and enthusiasm of Blue Darters across the country.

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

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, undertaken by the Company during the year is annexed as ''Annexure B'' to the Board''s Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Mr. Narendra Sarda as Chairman and Mr. Sharad Upasani and Mr. Malcolm Monteiro as members of the Committee.

Mr. Balfour Manuel, Managing Director and Mr. Aneel Gambhir, CFO are permanent invitees to the Committee.

The details of Nomination & Remuneration Committee Meetings and attendance of Committee 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, on recommendation of Nomination & Remuneration Committee, formulated a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of Companies Act, 2013.

The Nomination & Remuneration Policy has been incorporated in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company re-aligned its existing ''Investors Grievance Committee'' as ''Stakeholders Relationship Committee'' with an enhanced scope and functioning. As on March 31, 2019 the ''Stakeholders Relationship Committee'' consists of Mr. Malcolm Monteiro, Non-Executive Director 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 Committee Members are provided under Corporate Governance Report.

RISK MANAGEMENT

Your Company has formulated a Risk Management Policy which provides an overview of the principles of risk management, explains the approach adopted by the company towards risk management and mitigation, defines the organizational structure for effective risk management, develop a “risk” culture which encourages employees to identify risks and associated opportunities and respond to them with an effective action, identify, assess, manage and mitigate existing and new risks in a planned and co-ordinate manner with minimum disruption and cost, to protect and preserve the company''s human, physical and financial assets.

The Risk Management Committee of the Company maintains comprehensive oversight on risks attributed to the organization and guides the Management on activities, reviews results of risk assessment and mitigation plan development process, reviews and monitors operating of risk management process and reports to the Board of Directors on the status of risk management initiatives and its effectiveness. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating measures on a continuing basis. Your Company has a process in place to inform the Audit Committee and Board of Directors on risk assessment and minimization procedures and periodic review is conducted in order to ensure that Management controls risk through defined framework.

The Risk Management Committee of the Company comprises of Mr. Narendra Sarda, Chairman of the Committee, Mr. Sharad Upasani, Mr. Malcolm Monteiro, Air Marshal M. McMahon (Retd.), the Directors, Mr.Balfour Manuel, Managing Director, Mr. Aneel Gambhir, CFO and Mr.Tushar Gunderia, Company Secretary & Head - Legal & Compliance as Members.

The details of Risk Management Committee Meetings and attendance of Committee Members are 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 the Company which have occurred between the end of the financial year of the Company to which the 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, 2013 form 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 length and in the ''ordinary course of business''. There were no materially significant related party transactions made by the Company with the persons /related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and the Board for approval.

None of the Directors has any pecuniary relationship or transactions with the Company.

The particulars of contracts or arrangements with related parties as required under Section 134(3)(h) in prescribed Form AOC - 2 are annexed herewith as ''Annexure C'' to the Board''s Report.

The ''Policy on Related Party Transactions/Disclosures'' as approved by the Board is posted on the Company''s website viz www.bluedart. com

The web link of ''Policy on Related Party Transactions/Disclosures'' is http://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, your Directors confirm that;

i. I n the preparation of the Financial Statement, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii. They have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets 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 Company and that the financial controls were adequate and were operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

Pursuant to provisions of Companies Act, 2013, Schedule IV and Regulation 17 of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an Annual Evaluation of its own performance, the Chairperson, individual Directors as well as the evaluation of the working of its Committees.

In line with effective governance requirements, the Board reviews its own performance annually using a pre-determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its Committees and also the evaluation of Individual Directors. The assessment format considered performance effectiveness with regard to the Board composition, expertise, dynamics, strategic oversight, risk management and internal control, succession planning and leadership.

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

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(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), were appointed as Statutory Auditors of the Company for a term of five (5) years to hold office from conclusion of the Twenty Sixth Annual General Meeting of the Company held on July 27, 2017 upto the conclusion of the Thirty First Annual General Meeting, subject to ratification of their appointment at each subsequent Annual General Meeting.

The requirement of seeking ratification by the members for continuance of their appointment 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 the members 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 provided under section 141 of the Companies Act, 2013 and are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors'' Report for 2018-19, does not contain any qualification, reservation or adverse 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 had appointed M/s. Nilesh Shah & Associates, Company Secretary in Practice, to undertake “Secretarial Audit” and “Annual Secretarial Compliance Audit” of the Company for the year ended March 31, 2019

The Secretarial Audit Report and Annual Secretarial Compliance Audit Report are annexed herewith as ''Annexure D'' to the Board''s Report.

The Secretarial Audit Report and Annual Secretarial Compliance Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company 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 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, as amended, is annexed herewith as ''Annexure E'' to the Board''s Report.

Further, the extract to the Annual Return of the Company can also be accessed on the Company''s website at https://www.nseprimeir.com/ pages_new/Reports.aspx?value=O13MyQclQQPM600MSHCcMw==

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company''s Equity Shares and Unsecured, Redeemable and Non Convertible Debentures are listed on the BSE Limited and the National Stock Exchange of India Limited (NSE). The Company has paid its Annual listing fees for the listed securities to the stock exchanges for the Financial Year 2019-2020.

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

1. ''Policy for Preservation of Documents'' under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. ''Archival Policy'' under Regulation 30 of SEBI (Listing Obligations and Disclosure 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) Regulations, 2015

The web link of the ''Policy on Criteria for determining Materiality of events/information'' is:

http://www.nseprimeir.com/z_BlueDart/files/Bluedart_Policy_for_

determining_Materiality.pdf

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

The details relating to unclaimed dividend and unclaimed shares forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE AND MANGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to maintaining high standards of Corporate Governance and adhering to Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).Your Company believes that Corporate Governance is application of the best management practices, compliance of law in true ''letter and spirit'' and adherence to an ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

A section on Corporate Governance along with a certificate from the Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of Securities 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 its business is given under the Management Discussion and Analysis Report which forms an integral 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 describing initiatives undertaken by the Company from environmental, social and governance perspective is attached and forms part of this Annual Report.

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Balfour Manuel, Managing Director and Mr. Aneel Gambhir, Chief Financial Officer, certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31, 2019. The said certificate forms an integral part of the Annual Report.

DEPOSITS

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

HUMAN RESOURCE DEVELOPMENT

The Company''s Human Resources (HR) function has always been aligned with the business objectives and requirements for a effective partnership. Blue Dart is recognized as one of India''s Best Places to Work. Some of the highlights of key areas on which HR laid emphasis and achieved results were viz; Employee Morale & Motivation, Performance Management, Succession Planning & Executive Development Review, Competency Development, Employee Wellness and Well Being, Work- Life Balance Initiatives etc.

The Employee Satisfaction Survey in 2018 was conducted with a unique and strategic approach facilitated by HR under guidance of Managing Director and other Senior Management Team. This approach focused on facilitating senior management communication/ dialogue/ interaction with employees and clarification sessions for ESS issues/ employee touch points. HR carried out the ESS communication campaign, focusing more on structured interaction between SMTs and employees prior to the launch of ESS in 2018. The Employee Satisfaction Survey for the year 2018 was conducted with 99.1% employees participating in the survey.

The mean satisfaction score for the year is 95.2%. ''Pride in Working for Blue Dart'' has a high score of 97.2%. Employee engagement has also emerged as one of the highest scoring items with a score of 95.2%. Amongst the dimension wise scores, Organization Identity is the highest scoring with a mean satisfaction score of 96.4% which remained same as last year. This high engagement score has become possible due to active leadership of Senior Management Team members / Managers/ Supervisors through regular interactions, action plan on areas of concern and focusing on them with proper communication and feedback sessions.

EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by employees 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 employees has enabled the company to overcome many challenges in the past.

Your Company believes that its employees are its core strength and accordingly development of people and providing the ''best-in-class'' work environment are key priorities for the Organization to drive business objectives and goals. Comprehensive HR policies are in place which enables building of a stronger performance culture and simtaneously developing current and future leaders.

The Information on the particulars of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and

5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms part of this Report. However, as per the provisions of Section 136 (1) of the Companies Act, 2013, the report and Financial Statements are being sent to all shareholders of the Company, excluding the Statement of Particulars of Employees which is available for inspection at the registered office of the company during working hours. Any shareholder interested in such particulars may inspect the same.

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub - section 12 of section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Report as ''Annexure F'' to the Board''s Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and expenditure stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rule 2014 is annexed as ''Annexure G'' to the Board''s Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of following items since there were no transactions in respect thereof, during the year under 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 under any scheme.

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals 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 within the 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.

ACKNOWLEDGEMENT

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

The Board of Directors wish to express their sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other authorities for their consistent support and cooperation extended to the Company during the year.

We are also deeply grateful to our shareholders for the confidence and faith that they have always placed on us.

For and on behalf of the Board of Directors,

Sharad Upasani Balfour Manuel

Chairman Managing Director

DIN: 01739334 DIN: 08416666

Malcolm Monteiro Narendra Sarda

Director Director

DIN: 00089757 DIN: 03480129

Air Marshal M. McMahon

(Retd.) Tulsi Nowlakha Mirchandaney

Director Director

DIN: 00234293 DIN: 01842520

Kavita Nair R.S.Subramanian

Director Additional Director

DIN:07771200 DIN: 02946608

Mumbai

May 16, 2019

Director’s Report