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Directors Report of Blue Dart Express Ltd.

Mar 31, 2017

To the Members,

The Directors take great pleasure in presenting the Twenty Sixth Annual Report of your Company for the financial year ended March 31, 2017.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars

Standalone

Consolidated

For the

For the

For the

For the

year ended

year ended

year ended

year ended

Revenues

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Service Charges

268,087

255,192

268,950

256,294

Other Income

2,782

3,057

2,616

3,479

Less : Operating Expenses

241,645

222,121

234,777

215,671

Gross Profit (EBIDTA)

29,224

36,128

36,789

44,102

Less : Finance Cost

3,125

3,114

4,501

4,310

Depreciation & Amortisation

4,393

4,022

10,375

10,206

Earnings before tax

21,706

28,992

21,913

29,586

Less : Income Tax Expenses

7,749

9,994

7,929

9,903

Earnings after tax

13,957

18,998

13,984

19,683

Other Comprehensive Income (post Tax)

279

153

285

471

Total Comprehensive Income for the year Non Controlling Interest Profit is attributable to :

Owners of Blue Dart Express Ltd.

Non Controlling Interest

13,678

18,845

13,699

13,984

19,212

19,623

60

Total

13,957

18,998

13,984

19,683

Retained Earnings

Balance as at the beginning of the year

31,713

20,939

22,761

16,816

Add : Profit for the year

13,957

18,998

13,984

19,623

Profit available for appropriation

45,670

39,937

36,745

36,439

Appropriations

Put / Call option liability towards Non-Controlling Interest in a subsidiary

-

-

-

5,136

Deferred Tax adjustments on settlement of Put/Call liability

-

-

373

-

Dividend (including dividend distribution tax)

8,568

5,738

8,568

5,738

Transfer to Debenture Redemption Reserve

2,333

2,333

2,333

2,333

Remeasurement of post employment benefit obligation, net of tax

279

153

285

471

Balance as at the end of the year

34,490

31,713

25,186

22,761

Notes :

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

2. The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these Standalone and Consolidated Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) and adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS.

3. Expenses include one time professional charges of Rs.3,514 lakhs for the year ended March 31, 2017 towards consultation & advisory services to strengthen the company''s strategic plans.

REVIEW OF PERFORMANCE

The Indian economy continued to witness slow growth during the current year. The Economic Survey 2017 projected a 6.5% growth for 2016-17. The Central Statistics Office had earlier projected a growth rate of 7.1% for 2016-17. Demonetization implemented on November 8, 2016 is estimated to have impacted growth. The Company observed a drop in revenue which impacted Net Sales/income from operations as well as profit for the last few months.

In such a challenging scenario, your Company posted a profit after tax of Rs.13,957 Lakhs for the year ended March 31, 2017 as compared to Rs.18,998 Lakhs for the year ended March 31, 2016. Income from operations for the year ended March 31, 2017 was Rs.268,087 Lakhs as compared to Rs.255,192 Lakhs for the year ended March 31, 2016.

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 industry verticals. Your company has been persistent in its commitment to deliver excellent service quality, high customer satisfaction and innovative methods to enhance service offerings. Your company is a market leader in the organised air express and a leading player in the organised ground express and has been servicing the e-tail industry ever since its emergence in India.

Your Company is continuously striving to meet the demands of the e-tail industry through various value added services. Your company offers extensive coverage in Blue Dart country with dedicated infrastructure, captive fleet, teams for deliveries and 24x7 shipment visibility which further enhances the service. Your Company also offers multiple delivery options such as parcel shops, parcel locker and mobile service centers for greater convenience of our 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 technology infrastructure to create differentiated delivery capabilities, quality services and customized solutions for customers. The use of technology has minimized cost, improved processes and allowed the company to introduce innovative solutions to provide customers high quality service. Your Company provides most efficient solutions to e-tailers and their customers with a seamless and unique experience. Some examples include digitization of the entire logistics chain, customized reports and automated performance updates, APIs, 24x7 shipment visibility, online dashboards for real time status etc. In order to enable a digitalized payment, your Company added over 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 Company''s key differentiators in the industry.

Your Company''s online presence through official Facebook, Twitter, Google and YouTube pages reached an extensive audience base and rapidly gathering followers, creating a stream of customers who are 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 for late cut-offs and early morning deliveries. A customer delight.

Your Company continues to focus on innovation, reach expansion, transit time improvements, emerging towns (Tier-II, III and IV) activation, strengthening the distribution channel to enhance reach and strives to keep delivering beyond the expectations of all stakeholders.

Blue Dart continues to be certified to the ISO 9001 standards since 1996 and successfully re-certified itself in September 2014 for a 3 year period to the new global ISO 9001-2008 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 “First Choice” and “Net Promoter Approach” (NPA) initiatives, enhancing process improvements, customer centricity and service quality mission.

INDIAN ACCOUNTING STANDARDS (Ind AS)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified applicability of Ind AS to a certain class of Companies. Accordingly, Ind AS was applicable to your Company for the accounting period beginning April 1, 2016 with a transition date on April 1, 2015. Your Company has adopted the Ind AS and the financial statements comply with all aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in the Standalone and Consolidated Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) and adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS.

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

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.15/-(Rupees Fifteen Only) per equity share for the year ended March 31, 2017, subject to necessary approval by 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.4,284 Lakhs equivalent of 30.7% of the standalone profit after tax as compared to the total dividend (including Dividend Distribution Tax) of Rs.8,568 Lakhs for the previous year.

Dividend Distribution Policy :

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

INTEREST ON DEBENTURES

The Company paid Interest on the Unsecured, Redeemable, Non Convertible Debentures on March 31, 2017 aggregating to Rs.3,113 Lakhs.

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

Particulars

Series I

Series II

Series III

Issue price

Rs.10/-

Rs.10/-

Rs.10/-

Issue date

November 21, 2014

November 21, 2014

November 21, 2014

No of debentures

166095538

94911736

71183802

Rate of Interest

9.3% p.a.

9.4% p.a.

9.5% p.a.

Period (Tenure)

36 months

48 months

60 months

Date of Redemption

November 20, 2017

November 20, 2018

November 20, 2019

Axis Trustee Service Ltd. acts as the Debenture Trustee.

TRANSFER TO DEBENTURE REDEMPTION RESERVE

In accordance with the requirements of the Companies Act, 2013, the Company has created an additional provision of Rs.2,333 Lakhs (previous year Rs.2,333 Lakhs) in respect of Unsecured, Redeemable, Non-Convertible Debentures. The balance in Debenture Redemption Reserve as at March 31, 2017 stood at Rs.5,638 Lakhs.

OPERATIONS REVIEW

Your Company offers secure and reliable delivery 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 covering over 220 countries and territories and offers an entire spectrum of the logistic solutions.

Your Company is flexible, innovative and an agile organisation offering solutions to all sectors across the express logistics supply chain in the country, be it traditional businesses such as Banking and Financial Services (BFSI), IT, Automotive, Pharmaceuticals etc. or new age opportunities like E-tailing.

Your Company has always pioneered solutions for the industry which have become benchmarks for others to follow.

Your Company has an unmatched infrastructure, extensive reach, a fleet of six Boeing 757-200 freighters with a capacity of 425 tonnes per night, a flotilla of over 9,400 vehicles, 608 facilities and over 10,000 committed, passionate and extraordinarily talented Blue Darters driven by a unified passion of delivering service excellence and value for customers.

Your Company carried over 1,841.49 Lakhs domestic shipments and over 9.12 Lakhs international shipments weighing more than 641,284 tonnes during the financial year ended March 31, 2017.

FACILITIES / INFRASTRUCTURE

During the year, your Company added 97 new and 7 replacement facilities taking total number of facilities to 608, with a combined area of over 31,22,501 sq.ft. across the country. The Company added hubs at various locations viz; Nagpur, Goa, Raipur, Vijayawada, Visakhapatnam, Pondicherry, Bhopal, Gwalior, Rajkot, Indore etc. Your Company plans to further strengthen and consolidate its infrastructure, both air and ground.

AVIATION SYSTEM

The Company has an ACMI Contract with India''s first and only cargo airline, Blue Dart Aviation Ltd. (BDAL), a wholly owned subsidiary company for dedicated air carriage capacity which has ensured strong support in sustaining Blue Dart''s leadership position through its unique aviation network.

During the year, your Company received repayment of Loan from BDAL of Rs.3,911 Lakhs (Previous year Rs.3,208 Lakhs). As at March 31, 2017, the outstanding loan balance is, Rs.5,437 (Previous year Rs.9,348 Lakhs) of which Rs.2,441 Lakhs (Previous year Rs.3,911 Lakhs) is receivable within 12 months of balance sheet date. The loan carries an interest computed at an average ''base'' rate of IDBI Bank and ICICI Bank with an interest re-set bi-annually. The Company has paid Rs.7,568 Lakhs as Inter Corporate Deposit to BDAL and the same was repaid on March 31, 2017.

During the year, BDAL strengthened its existing fleet of six Boeing 757-200 freighters to meet the growing demand and improve service quality. BDAL handled 41 charters and uplifted 94,394 tonnes on its network. This was made possible with an unprecedented additional 243 day flights in addition to scheduled night operations to handle additional loads within limited resources and significantly contributed to your company''s performance.

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

FINANCE

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

CASH FLOWS

During the year, your Company has generated a net cash flow of Rs.14,293 Lakhs from its operations as against Rs.27,080 Lakhs in the preceding financial year on standalone basis. This cash was partially deployed in Capital Assets, Investments, Debt servicing and for payment of dividend.

WORKING CAPITAL MANAGEMENT

Despite a challenging, uncertain and an adverse global and local macroeconomic scenario, your Company continued to manage its working capital efficiently, which is considered to be the best in the industry and within the benchmarks laid by the DPDHL group.

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

The Company''s Earnings Per Share (basic & diluted) for the year ended March 31, 2017 stood at Rs.58.82 per share as compared to Rs.80.07 per share for the previous year ended March 31, 2016.

CREDIT RATING

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

1. ICRA Ltd. (an Associate of Moody''s Investors Service) and India Ratings & Research Private Ltd. (a Fitch Group Company) have reaffirmed “[ICRA] AA” (stable) rating and “IND AA” (stable) rating respectively for Company''s Unsecured, Non convertible Debenture of Rs.33,220 Lakhs.

2. “[ICRA] A1 ” (ICRA A one plus) reaffirmed by ICRA Ltd. for the Company''s commercial paper/ short-term debt programme of Rs.2,500 Lakhs (outstanding -Nil). The rating indicates highest credit quality for short term instruments.

3. “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 considered to have high degree of safety regarding timely servicing of financial obligation carrying very low credit risk. ICRA also assigned “ICRA A1 ” (ICRA A one plus) (short term rating) for the said limits. The rating indicates very strong degree of safety regarding timely payment of financial obligation carrying lowest credit risk.

4. IND “A1 ” (IND A one plus) reaffirmed by India Ratings and Research Private Ltd. for the Company''s short-term debt programme of Rs.3,000 Lakhs (outstanding -Nil), indicating the strongest capacity of timely payment of its financial commitments.

SUBSIDIARY COMPANIES

On November 24, 2016 the Company acquired balance 62,40,000 equity shares of Blue Dart Aviation Limited (BDAL) for a consideration of Rs.7,061 lakhs (including incidental expenses) and thereby enhanced its holding into BDAL from 74% to 100%. Consequently, BDAL become a wholly owned subsidiary of the Company with effect from November 24, 2016.

The Audited Financial Statements of BDAL and Concorde Air Logistics Ltd. (CALL), wholly owned subsidiary companies for the year ended March 31, 2017 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 annexed 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 Companies (Indian Accounting Standards) Rules, 2015.

Pursuant to requirements of Regulation 16 (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated ''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 viz; http://www.nseprimeir.com/z_ BlueDart/files/BluedarLPolicyonMaterialSubsidiary.pdf

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

DHL Express (Singapore) Pte. Ltd. holds 75% of the Equity Capital of the Company. The acquisition of majority shares by DHL Express (Singapore) Pte. Ltd. in the year 2005 provides the Company and its customers with a firm strategic advantage. The combined service offerings of both the organisations cover the entire spectrum of distribution within India and globally. Your Company''s brand ''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 business and support the “Make in India” mission.

In our efforts to constantly collaborate and optimise with the support of our group Companies viz; DHL Express (India) Pvt. Ltd., DHL Supply Chain (India) Pvt. Ltd., DHL Logistics Pvt. Ltd., Williams Lea Tag, the India Steering Committee comprising of Senior Management Team Leaders from each group Company made significant progress in the past year to maximise synergies amongst business units with focus on improving infrastructure, service quality and cost efficiencies, thereby improving the customer experience.

OUTLOOK FOR THE FUTURE

There is a huge focus on building infrastructure in India despite various challenges viz; complex regulatory compliances, different tax structures in the States, changing business models, urbanization and shortage of skilled manpower etc. Progressing towards the golden quadrilateral project, Delhi-Mumbai industrial corridor, dedicated freight corridors for railways, new civil aviation policy, Goods and Service Tax (GST) implementation, the smart city mission and the Jan-Dhan-Aadhar trinity are steps in the positive direction.

The implementation of GST will be a game changing reform for the Indian economy, developing a common Indian market and reducing the cascading effect of tax on the cost of goods and services. GST will further give impetus to the transport and logistics industry in India. While the entire dynamics of transportation and logistics will undergo a sea change post GST implementation, it will lead to a leaner and optimised logistics industry, which in turn will lead to enhanced efficiencies. Both logistics as well as manufacturing companies will be able to take better advantage of the economies of scale generated by realignment of distribution strategies.

GST has the potential to accelerate growth in the logistics industry. GST implementation will reduce time taken at various check posts while transporting goods thereby reducing costs for customers and logistics companies. Presently, trucks remain idle for a long period of the total travel time due to Central Sales Tax/ Octroi Payment, check post clearances etc.

Your company''s focus on customer service is appreciated by customers on account of quick response time and reliability. This holds true for E-tailing and also for other industry verticals viz; Banking, Financial Services, Automotive, Electrical, Consumer Durables, Pharmaceuticals, FMCG, Textile, Computer/ IT etc. Your company has been a leading service provider to these industries which is evident from the best in class Customer Satisfaction scores, numerous industry awards and various recommendations from customers across verticals.

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

READINESS FOR GST

Your company is closely keeping track of the GST related legislations impacting various facets of its business, as and when the relevant provisions of legislation, albeit in the form of draft laws are being unveiled.

The company is also taking proactive steps to provide inputs to the relevant government authorities in the form of representations, individually and through various industry forums, positively contributing to shaping and ensuring seamless implementation of the new tax compliance structure.

At the organizational level, the Company is overhauling its ERP systems and business processes to ensure compliance with GSTN requirements. Also, cross-functional teams are working towards GST readiness in all aspects.

ENTRY TAXES

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

AWARDS AND RECOGNITIONS

Your company''s innumerable efforts in the pursuit of endless excellence were recognized throughout the year ended March 31, 2017. 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, Marketing, Customer Service, Business acumen and Corporate Social Responsibility.

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

Your Company was honoured with the DHL AP Innovation Award 2017 and DHL eCommerce Award 2017 - HR 2017, awarded the Gold in the “Employer of Choice” in the DPDHL CEO Awards - 2016 category and awarded with the Excellence in Employee Engagement at the Business World 2nd HR Excellence Awards, 2016 and Ranked 17th amongst top 50 ''Best companies to Work for in India 2016'' by Great Place to Work Institute, India

Your Company was recently honoured with the Gold award in the Living Responsibility category at the DPDHL CEO Awards in Malta for its flagship Sustainability programe - Blue Edge: Empowering Lives and Corporate Social Responsibility Award at Payload Asia 2016 Awards.

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

Mr. Yogesh Dhingra, Group CFO & CSO, has been a recipient of several prestigious awards this year which includes the Best CFO of an MNC (Medium Corporate), Overall Champion CFO at the Yes Bank - Business World Best CFO Award 2017, Best CFO for Excellence in Sustained Wealth Creation at the CMO Asia''s ''Asia CFO Excellence Awards'', Lifetime Achievement Award at the National Award for CFO, Excellence CFO of the year and one of the Most Influential CFOs of India by Chartered Institute of Management Accountants - CIMA.

Mr. Aneel Gambhir, CFO, was honoured with the CFO NEXT 100 Award at the CFO Next 100 Award 2016.

DIRECTORS

Mr. Surendra Sheth (DIN: 00089981) tendered his resignation as a Director with effect from May 12, 2016. The Board of Directors accepted his resignation and placed on record immense contribution of Mr. Sheth to the Company during his tenure for more than 24 years. The Board of Directors placed on record its appreciation for the valuable services rendered by Mr. Sheth during his tenure as a director and wished him the very best in all his future endeavours.

During the year, Air Marshal M. McMahon (Retd.) (DIN: 00234293) has been appointed as an Independent Director of the Company with effect from February 10, 2017 for a term of five years in accordance with the postal ballot procedure as prescribed under the provisions of Companies Act, 2013. Air Marshal M. McMahon (Retd.) was commissioned as a fighter pilot and served in the IAF for 42 years. On graduating, he stood first in Flying. He underwent the T - 33 / F- 86 Advanced Gunnery Course in the USA and was awarded certificates for standing first in Low Level Strafe and Low Angle Bombing. He was an A2 Qualified Flying Instructor and was winner of the Chief''s of Air Staff trophy for standing first in flying during the QFI course. His important staff appointments were Director, Air Staff Requirements, Asst. Chief of Air Staff (Operations), Inspector General of the IAF and Vice Chief of Air Staff. He is a recipient of the Param Vishist Seva Medal, Ati Vishist Seva Medal and Vishist Seva Medal.

Mr. Narendra Sarda (DIN: 03480129) has been re-appointed as an Independent Director of the Company for a term of five years with effect from March 28, 2017 in accordance with the postal ballot procedure as prescribed under the provisions of Companies Act, 2013. Mr. Narendra Sarda was President of The Institute of Chartered Accountants of India (ICAI) in 1993-1994. He was also the Chairman of Deloitte Haskins Sells & Affiliates, India from 2007 to 2011. He was a Public Representative Director on the Board of The Stock Exchange, Mumbai, (BSE) from 1999 to 2001. He was a member on the Board of the erstwhile International Accounting Standards Committee, London from 1993 to 1995.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Thomas Kipp (DIN: 06921955), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, that he meets requisite criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF BOARD MEETINGS

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

AUDIT COMMITTEE

As on March 31, 2017, the Audit Committee comprises of three NonExecutive Directors, viz; Mr. Sharad Upasani, Mr. Malcolm Monteiro and Mr. Narendra Sarda.

The Chairman of the Committee is Mr. Sharad Upasani.

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

In the meeting of Board of Directors of the Company held on May 5, 2017, Mr. Yogesh Dhingra has been appointed as Group CFO & Chief Strategy Officer (CSO) and Mr. Aneel Gambhir as CFO with effect from May 8, 2017.

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has in place sound internal control system to ensure that all assets are protected against loss from any unauthorised 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 a 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 the internal control environment across the company and status of compliances with the operating systems, internal policies and regulatory requirements. In addition to above, your Company engaged M/s. KPMG for review of the Internal control frame work and based on advice received from KPMG, the company has rolled out a Risk Control Matrix for each of the processes.

During the year, your company has established and maintained adequate and effective internal financial controls over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the 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 company''s policies, the 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. During the year, the Company implemented IT enabled Legatrix compliance tool to track and monitor compliances pan India.

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has formalized the process and institutionalized ''Whistle Blower Policy'' within the Company.

The company is availing 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. Barttanu Das - Head-HR and Mr.Tushar Gunderia, Company Secretary & Head Legal & Compliance. The Policy is applicable to all directors, employees, officers, customers, vendors and/or third party intermediaries such as 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.

The company has posted “Whistle Blower Policy” on its website viz; www.bluedart.com.

The web link of the Whistle Blower Policy is http://www.bluedart.com/ WhistleBlowerPolicy

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to requirements of Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a familiarisation programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarise with the Company''s procedures and practices.

Periodic presentations are made at the Board and the Board constituted committee meetings pertaining to 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 familiarisation programme is http://www.nseprimeir. com/z_BlueDart/files/FamiliarisationProgramme.pdf

CSR COMMITTEE

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

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

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

CSR INITIATIVES / CSR POLICY

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

As an Indian company with a global outlook, we endeavor to maintain healthy balance between economic, environmental and social interests.

Under the motto of “Living Responsibility, your Company (along with the 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 the 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 Companies (CSR 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

As on March 31, 2017, the Nomination & Remuneration Committee comprises of Mr. Narendra Sarda as Chairman and Mr. Sharad Upasani and Mr. Malcolm Monteiro as members of the Committee.

Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Group CFO and CSO are permanent invitees to the Committee.

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.

Nomination & Remuneration Policy has been annexed to 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. The Stakeholders Relationship Committee comprises of Mr. Malcolm Monteiro as the Chairman of the Committee and Mr. Anil Khanna as member of the Committee.

RISK MANAGEMENT

As on March 31, 2017, the company''s Risk Management Committee comprise of Mr. Narendra Sarda as the Chairman of the Committee and Mr. Sharad Upasani, Mr. Anil Khanna, Mr. Malcolm Monteiro, Directors and Mr. Yogesh Dhingra - Group CFO & CSO, Mr. Aneel Gambhir, CFO and Mr. Tushar Gunderia, Company Secretary, as Members of the Committee.

Your Company has formulated Risk Management Policy which provides an overview of the principles of risk management, explains an approach adopted by the company towards risk management and mitigation, define 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-ordinated manner with minimum disruption and cost, to protect and preserve the company''s human, physical and financial assets.

The Risk Management Committee maintains comprehensive oversight on risks attributed to the organisation and guides Management on activities, reviews results of risk assessment and mitigation plan development process, reviews and monitor operating of risk management process and reports to the Board of Directors on 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 the Board of Directors on risk assessment and minimisation procedures and periodic review is conducted in order to ensure that Management controls risk through defined framework.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of 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 at an arm''s length basis and in the ordinary course of business. There are 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 is 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. In 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 judgements 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 has carried out an Annual Performance Evaluation of its own performance, the Chairperson, Directors individually 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 self-assessment format considered performance effectiveness with regard to 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

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

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

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

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

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s. Nilesh Shah & Associates, Company Secretary in Practice, to undertake “Secretarial Audit’ of the Company for the year ended March 31, 2017.

The Secretarial Audit Report is annexed herewith as ''Annexure D'' to the Board''s Report.

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

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.

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 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 2017-2018.

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 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

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI). Your Company adopts high standards of Corporate Governance in all areas of functioning with strong emphasis on transparency, integrity and accountability.

Your Company believes that Corporate Governance is an application of the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

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

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 in 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)

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

CEO/CFO CERTIFICATION

In accordance with Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Anil Khanna, Managing Director and Mr.Yogesh Dhingra, Group CFO and CSO, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31, 2017. 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 thereunder.

HUMAN RESOURCE DEVELOPMENT

The Human Resources (HR) function has always been aligned with the business objectives and requirements for a effective partnership. Blue Dart is recognised 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 ESS survey in 2016 was conducted with a unique and strategic approach facilitated by HR under the guidance of Managing Director and other Senior Management Team members. This approach focused on facilitating senior management communication/ dialogue/ interaction with employees and clarification sessions for ESS issues / employee touch points. For the first time HR launched the ESS communication campaign focusing more on structured interaction between SMTs and employees prior to the launch of ESS in 2016. The Employee Satisfaction Survey for the year 2016 was conducted with 98.3% employees participating in the survey.

The mean satisfaction score for the year is 94.6%. ''Pride for Working in Blue Dart'' has a high score of 97.4% and ''My future in Blue Dart'' scored 95.6%. Employee engagement has also emerged as one of the highest scoring items with a score of 94.8%. Besides these, few other parameters such as ''Job secured with good performance'', ''Blue Dart does a good job for customers'' and ''Working in Blue Dart is good for me'', also ranked high. 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.

Performance Management

The performance management system in Blue Dart is managed through the online HRIS platform, PRIDE, known as Motiv8 ePMS for all management cadre employees. It has a competency framework subset (Motiv8, i.e., 8 competencies) which is interlinked and is used for the assessment of an employee along with the KRA/KPI assessment.

The annual appraisal for 2015-16 was conducted for 9,600 employees, out of this around 3,070 employees have undergone the appraisal process through Motiv8 online ePMS process. To develop the competency aspect of the employees, various trainings have been incorporated to strengthen the development culture. Some of the major interventions are as under on which continuous focus was given in 2016:

New Age Leadership Development Program (NALDP): NALDP is a customized supervisory Leadership Development Programme. The three stages are Prarambh - Key supervisory skills; Neev - Team building and management skills and Udaan - Leadership skills.

Delivering Smiles: This is a continuous training for the Front Line Operation Employees on how to face customers, grooming, behavior, problem solving of customers, etc., to enable a great customer experience etc. ,

PeP certification program: As part of Strategy 2020 Connect pillar, the Post - eCommerce - Parcel (PeP) division has decided to launch the Certified Specialist program to achieve quality leadership & service excellence. The key objective of PeP expert module is striving to be better and staying the best and to certify all Managers and employees as PeP experts by end of 2020.

The PeP Expert Foundation training was rolled out from August 2016. Blue Dart has 7 Master Facilitators and 60 PeP Facilitators. In 2016, 567 employees successfully completed the PeP Foundation training.

Bench-strength of Leadership pipeline

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

Blue Dart conducted panel review for 185 managers, with 122 being assigned Individual development plan.

Employee Reward & Recognition

In order to keep the motivation level high of the employees and recognize outstanding work done by them, 13 Blue Darters were honored with the ''Employee of the Year'' award & 3 Blue Darters with ''Outstanding Sales Performer'' in Malaysia for their excellent contribution. 1,026 Blue Darters were awarded with the on-the-spot Bravo award by individual managers for excellent work. 12 Blue Darters were awarded the prestigious Super Darter award for achievements beyond the call of duty. The company is proud that 906 Blue Darters joined the True Blue Club, on completion of 5 years of service.

OTHER PROGRAMS

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

Appreciation Fortnight: Blue Dart is known for its employee passion and commitment. In an endeavour to make thanksgiving and appreciation a part of the organization culture via a structured process, the second edition of Appreciation Fortnight was celebrated from 9th-21st November, 2016. Thank You post cards and badges were given to Blue Darters by Senior Management and Managers to acknowledge the team contribution with a note of appreciation.

XITE 2016: XITE is a Talent Management initiative started by XBU India HR Council (IHC) and ably supported by the Indian Steering Committee (ISC) to nurture & promote internal talent movement for challenging roles across DHL business in India via various XBU projects. Blue Dart and DHL units collaborate with each other by sending employees for certain projects across the business divisions.

In 2016, 7 DHL employees including 4 from Blue Dart have undertaken projects on “Parcel shops - Vendor identification, design of selection criteria and promotion” and “Market Study on Commodities & Trade Lane for Export”. The XITE Felicitation Ceremony took place on September 29, 2016.

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

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

STEPATHLON 2016: Stepathlon is a unique, pedometer based mass participation event which provides a simple and relevant solution to transform the sedentary into active, and the active into more active. Blue Dart has participated in the 2016 Stepathlon program with 149 Blue Dart participants.

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

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.

Information on the particulars of employees'' remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, as per the provisions of Section 136 (1) of the Companies Act, 2013, the report and accounts 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 of below items 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 the 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 impact the going concern status and Company''s operations in future.

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

ACKNOWLEDGEMENT

Your Directors appreciate contribution made by the 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 co-operation towards contributing to the company''s success.

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

For and on behalf of the Board of Directors,

Sharad Upasani Anil Khanna

Chairman Managing Director

DIN:01739334 DIN: 01334483

Malcolm Monteiro Air Marshal M. McMahon (Retd.)

Director Director

DIN: 00089757 DIN: 00234293

Narendra Sarda

Director

DIN: 03480129

Mumbai May 19, 2017


Mar 31, 2014

To the Members,

The Directors have great pleasure in presenting the Twenty Third Annual Report of your Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars For the For 15 year Months ended period March ended 31, 2014 March 31, 2013

Revenues

Service Charges 193,415 216,651

Other Income 4,197 3,941

Less : Operating Expenses 176,162 190,021

Operating Profit (EBIDTA) 21,450 30,571

Less : Interest Cost (Net) 3 1

Depreciation/Amortisation 2,710 3,448

Earnings before tax 18,737 27,122

Less : Provision for Income tax 6,297 8,256

Earnings after tax 12,440 18,866

Profit and Loss Account balance brought forward 53,405 56,136

Profit available for appropriation 65,845 75,002

Interim Dividend 8,305 -

Proposed Dividend 3,559 16,847

Dividend Distribution Tax 2,016 2,863

Transfer to General Reserves 1,244 1,887

50,721 53,405

REVIEW OF PERFORMANCE

The Indian economy has gone through different cycles of growth since independence. The growth rates refected promise and renewed optimism with opening up of the economy in the early 90''s, but in the recent past, economic growth has not been able to sustain its northward trajectory.

The Indian economy, Asia''s third largest, showed a declining growth since the last two years from the growth it witnessed few years ago. This can be attributed to multiple factors viz; high infation, high interest rates, slowing global economy, delay in implementation of projects, policy logjam, slowing industrial growth and subdued business sentiment. As a result of these factors, the Indian economy grew at 4.7%* during Financial Year 2014, with the fourth quarter growing at 4.6%*, marginally higher than 4.4%* recorded in the same quarter last year. This marks a second consecutive year of sub-5% growth; the worst slowdown in more than a quarter of a century.

In the recent years, the economic and business environment in India has become much more challenging. Against the backdrop of this economic scenario, your Company continued its efforts towards maximising customer satisfaction, enhancing value for its stakeholders and delivered quality, value, speed, efficiency, responsiveness and service excellence. Over the years, these efforts have gone a long way towards the evolution of your Company becoming synonymous with reliability and trustworthiness.

Your Company posted Rs. 12,440 lacs profit after tax for the year ended March 31, 2014 as compared to Rs. 18,866 lacs profit after tax for the fifteen months period ended March 31, 2013. Income from operations for the year ended March 31, 2014 was Rs. 193,415 lacs as compared to Rs. 216,651 lacs for the fifteen months period ended March 31, 2013.

With a new Government in place post the general elections held a couple of months ago, there is an air of cautious optimism that economic reforms will be put back on track and a business friendly set of initiatives will be put in place to revive overall growth of the economy.

With a dedicated air and ground network optimised by the cutting-edge technology, your Company continues to be South Asia''s number one air and integrated transportation, distribution and logistics Company. It also offers a wide range of innovative and simplifed solutions across industry verticals.

Blue Dart is a Company with an impeccable service record driven by a 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 pay close attention to the environmental and social responsibilities.

E-tailing express deliveries are the linchpin of an e-tailer''s success. ''Cash on Delivery'' is the most preferred payment mode for the e-tailing buyers. In a short period of time, Blue Dart has established itself as the preferred service provider and currently holds the dominant market share. E-tailing constitutes one of the fastest growing and top industry verticals for the Company. To provide enhanced customer satisfaction and qualitative service offerings, your Company continues to invest in the areas which could contribute to a enhanced and wide reach for customers, better turn-around time for remittance of cash collected during delivery cycle, vendor pick-ups and registration, reverse logistics, intelligent API Integration and periodic reconciliation of ''Cash on Delivery'' amounts.

Your Company recently introduced securitised service viz; Critical Express to cater to the huge domestic needs for safe carriage and movement of key documents viz; passports, tenders and other securitised (or valuable) items. During the year, Blue Dart successfully launched ''International Time Defnite Offering'' of DHL Express (DHLE) for its customers.

The domestic express offerings include "Time Defnite Solutions" (Domestic Priority 1030, Domestic Priority 1200, Dart Apex 1200) and "Day Defnite Solutions" (Domestic Priority, Dart Apex, Dart Surfaceline). Packaging Solutions include Express Pallet (Air and Ground), Smart Box (Air and Ground). The Company also offers Cargo Solutions like "Airport to Airport", "Interline" and "Charters" besides offering Festive Solutions.

Blue Dart also offers industry specific solutions viz; Temperature Controlled Logistics (TCL), Dart Surfaceline Plus (DSP), Point to Point (P2P) and a host of value added services viz; Demand Draft on Delivery (DOD), Freight on Delivery (FOD), Freight on Value (FOV) and Cash on Delivery (COD). E-tailing growth continues to outpace traditional lines of business and your Company has witnessed good scalability in its E-tailing vertical.

Your Company''s Information Technology remains one of its key differentiators. The use of technology to optimise products, minimise costs and innovative offerings have driven successful efforts of the Company to provide Indian customers high service quality.

Your Company continues to focus on innovation and would strive to keep delivering beyond the expectations of its stakeholders.

As per Management - Internal estimates, based on the ATKearney (ATK) Total Market Study (TMS) 2010, your Company, today, is a dominant leader in the domestic air express industry and commanded a 52% market share in 2013 in organised air express as compared to 49% market share in 2012. In the ''ground'' segment, the Company garnered a market share of 14.5% in 2013 as compared to 13.3% in 2012. In both the segments viz; air express and ground express, market share is growing every year.

Blue Dart continues to focus on reach, expansion, transit time improvements, small towns (Tier-II and III) activation and strengthening channels to enhance its market share. Your Company increased its reach to over 34,116 locations.

Your Company is certified to the ISO 9001 standards since 1996 and has successfully re-certified in September 2011 for 3 years to the new global ISO 9001-2008 standards for "design, management and operations of the countrywide express transportation and distribution services within an Indian sub-continent and international destinations serviced through multinational express companies."

Your Company continues to drive "First Choice" and "Net Promoter Approach" (NPA) initiatives.

During the year, your Company has further strengthened its "First Choice Methodology" aimed at positioning as the ''Provider of Choice'', ''Employer of Choice'' and ''Investment of Choice''.''First Choice'' continues to play a critical role in strengthening our quality initiatives and will continue to be a ''way of life'' for us.

''First Choice'' is a systematic and sustainable approach to transform the business by aligning it to the customer''s needs on a continuous basis. Rs.First Choice'' is an initiative which transforms the way your Company does business and enables your Company to consistently deliver superior service experience to its customers to become their ''first choice''. NPA initiative aims at gauging the customer''s loyalty and delivers a ''Net Promoter Score'' which is an international benchmark for customer advocacy. NPA is a two–step customer call process, which identifes customer issues which need to be addressed.

Implementation of First Choice and Net Promoter Approach Programs were designed to improve service quality and ability to capture Rs.Voice of Customers'' in a systematic manner to ensure that, meaningful, corrective and improvisation measures could be undertaken as soon as possible.

DIVIDEND

The Board of Directors of the Company in its meeting held on February 5, 2014 approved the payment of an Interim Dividend of Rs. 35/- (Rupees Thirty five only) per equity share of Rs. 10/- each. After analyzing the Company''s financial position and keeping in mind the future growth and expansion and adequate investment made in the infrastructure and facilities over a period of time, the Board of Directors are pleased to recommend a fnal dividend of Rs. 15/- (Rupees Fifteen only) per equity share of Rs. 10/- each subject to necessary approval by the Shareholders of the Company at the ensuing Annual General Meeting of the Company.

The total dividend (interim and fnal) payout including Dividend Distribution Tax will sum up to a total of Rs. 13,880 lacs, as compared to Rs. 19,710 lacs in the previous period.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1,244 lacs to the General Reserves. An accumulated balance of Rs. 50,721 lacs is carried forward to profit and Loss Account.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company in its meeting held on October 15, 2013 approved the Rs.Scheme of Arrangement'' under the Provisions of Sections 391 and other applicable provisions of the Companies Act, 1956 and/or Companies Act, 2013 (the "Scheme") for issuance of unsecured, redeemable, non-convertible, fully paid up debentures, by way of Bonus, to be allotted out of Surplus in the Statement of profit and Loss of the Company, to the shareholders as viz; 7 Debentures under Series I Debentures, 4 Debentures under Series II Debentures and 3 Debentures under Series III Debentures respectively for every

1 (one) equity share of the Company held by the Shareholders on the Record date to be fixed for this purpose.

After submitting requisite documents with BSE Ltd. ("BSE") (Designated Stock Exchange) and National Stock Exchange of India Ltd. ("NSE), BSE and NSE vide their letters dated March 21, 2014 issued their ''No Objection'' to the proposed scheme. The Company has initiated steps for sanction of the said scheme as is required under the applicable laws.

OPERATIONS REVIEW

Your Company, Blue Dart, South Asia''s number one express air and integrated transportation, distribution and logistics company, offers secure and reliable delivery of consignments to over 34,116 locations in India, across the length and breadth of the Country. As part of the DHL Group, Blue Dart accesses the largest and most comprehensive express and logistics network worldwide, covering over 220 countries and territories and offers an entire spectrum of distribution services including an air express, freight forwarding supply chain solutions and customs clearance.

Your Company has an unmatched infrastructure, extensive reach, a mixed feet of Boeing 737 and 757 freighters offering a revenue payload of over 385 tonnes per night, a fotilla of over 8,685 vehicles, 439 facilities and over 8,860 committed and trained Blue Darters driven by a unifed passion of delivering service excellence and value.

Your Company carried over 1263.96 lacs domestic shipments and over 9.11 lacs international shipments weighing over 513,474 tonnes during the financial year ended March 31, 2014.

FACILITIES / INFRASTRUCTURE

During the year, your Company added 28 new and additional facilities and 5 replacement facilities taking the total number of facilities to 439, with a total area of over 2,193,673 sq.ft. across the country. Hubs were added at various locations viz; Raipur, Noida Sector 81, Faridabad, Thrissur, etc. Your Company plans to further strengthen and consolidate its infrastructure, including air and ground feet.

AVIATION SYSTEM

The Company''s ACMI contract with Blue Dart Aviation Limited, its Associate Company for dedicated air carriage capacity, ensured a strong support in sustaining Blue Dart''s leadership position through its unique aviation network with a mixed feet of Boeing 757 and Boeing 737 freighters, the only scheduled domestic cargo airline in the Indian skies.

Your Company has during the year, granted an additional inter- corporate loan of Rs. 1,464 lacs to Blue Dart Aviation Limited which was repaid as on March 31, 2014. Further, your Company received a repayment of Rs. 3,266 lacs as per agreed Loan amortization schedule. The residual tenure (weighted average) of the said loan works out to 4.22 years as on the Balance Sheet date. The loan carries an interest computed at an average Rs.base'' rate of IDBI Bank and ICICI Bank with an interest re-set bi-annually.

During the year, Blue Dart Aviation Limited posted excellent technical dispatch reliability (TDR) of 98.58% for Boeing 737 and 99.04% for its Boeing 757 feet, with an overall TDR of 98.98% and continued its focus on safety which forms the benchmark for all aviation activities. Further, Blue Dart Aviation Limited rolled out package level tracking successfully at Chennai, Bengaluru, Mumbai, Delhi, Kolkata and Hyderabad stations.

Blue Dart Aviation Limited replaced one ''C'' powered Boeing 757 aircraft with the fuel effcient ''E4'' powered Boeing 757 aircraft. Further, Blue Dart Aviation Limited undertook 3 major checks on Boeing 757 and 1 phase check on the Boeing 737, including a Boeing 757 4C Check. A major pylon modification was carried out on a Boeing 757 aircraft, first in Blue Dart Aviation Limited and was carried out in a timely manner and cost effectively.

Blue Dart Aviation Limited continued its efforts at reduction of fuel consumption with Project ''Golden Drops'' and Single Engine Taxi which gave significant cost savings in a diffcult year. Further, Blue Dart Aviation Limited successfully carried out CAT III landings to maintain the high qualitative service offerings and to avert disruptive and expensive fight diversions.

During the year, Blue Dart Aviation Limited set up the Security Training Institute (ASTI) at Bengaluru which would support the Company to conduct mandatory security training independently and to substantially reduce cost. Further, the Safety Management System is implemented in compliance with the regulatory requirements. BDAL has constituted ''safety action groups'' at all stations and at Head Office to ensure safety across the Organisation.

Blue Dart Aviation Limited, as part of its "GoGreen initiatives" planted saplings across 10 acres of temple land at the Sriperumbudur, Chennai and organised various social awareness programs as part of the ''Global Volunteer Day''.

FINANCE

Your Company''s financial position is strong and it continues to enjoy "zero-debt" status.

During the year, your Company efficiently managed its surplus funds by investing into various high rated debt schemes (liquid category) of mutual funds for optimum working capital management. Liquidity in the Balance Sheet requires to be balanced between earning adequate returns and need to cover adequate financial risk. The Company''s growth has been entirely financed through cash generation from its Operations. The Company has adequate cash generated from its operations to support its working capital and capital expenditure requirements.

In a challenging global and domestic market scenario, your Company efficiently managed its working capital which is considered to be the best in the industry and within the benchmarks laid down by the Global Parent Group.

The Company''s Earnings Per Share (basic & diluted) for the year ended March 31, 2014 stood at Rs. 52.43 per share as compared to Rs. 79.51 per share for the previous fifteen months ended March 31, 2013.

CREDIT RATING

Your Company continues to enjoy the highest credit quality rating for its commercial paper programme / short-term debt programme:

1. "[ICRA] A1 " (ICRA A one plus) assigned by ICRA Ltd. (an Associate of Moody''s Investors Service) for the Company''s commercial paper/ short-term debt programme of Rs. 2,500 lacs (outstanding – Rs. Nil). The rating indicates highest credit quality for short term instruments.

2. IND "A1 (ind)" (A one plus (ind)) assigned by India Ratings and Research Private Ltd. for the Company''s short-term debt programme of Rs. 3,000 lacs (outstanding – Rs. nil), indicating the strongest capacity of timely payment of its financial commitments.

ICRA has assigned ICRA AA (stable) (ICRA double A) (long term rating) to the Company''s Bank limits (working capital) of Rs. 3,615 lacs (including fund based and non- fund based limits). The rating indicates high credit quality rating to long term debt instruments. ICRA also assigned ICRA A1 (ICRA A one plus) (short term rating) for the said limits. The rating indicates highest credit quality rating assigned by ICRA to short term instruments and carries the lowest credit risk.

SUBSIDIARY AND ASSOCIATE COMPANY

The audited Statements of Accounts for the year ended March 31, 2014 of Concorde Air Logistics Ltd., the Company''s Wholly-owned Subsidiary, together with the reports of Directors and Auditors, as required pursuant to the provisions of Section 212 of the Companies Act, 1956, are attached.

The Consolidated Financial Results represent those of Blue Dart Express Limited and its Wholly-owned Subsidiary viz; Concorde Air Logistics Ltd. and of Associate Company viz; Blue Dart Aviation Ltd. to the extent of 49% shareholding of Blue Dart Express Ltd. into Blue Dart Aviation Ltd. The Company has consolidated its results based on the Accounting Standard on Consolidation of Financial Statements (AS-21) and Accounting Standard on Accounting for Investments in Associates in Consolidated Financial Statements (AS-23) issued by the Institute of Chartered Accountants of India.

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

Your Company is in compliance with the SEBI norms on the minimum public shareholding of 25%. DHL Express (Singapore) Pte. Ltd. came out with an ''Offer for Sale (OFS)'' to divest its shareholding from 81.03% to 75% which was successfully concluded in 2012.

The acquisition of majority shares by DHL Express (Singapore) Pte. Ltd. in the year 2005 provides the Company and its customers with a frm strategic advantage. The combined service offerings of both the Organisations cover the entire spectrum of distribution within India and, between India and the rest of the world. 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 business and trade success for India and its trading partners.

In our efforts to constantly collaborate and optimise more with the support of our group Companies viz; DHL Express, DHL Supply Chain, DHL Global Forwarding, the India Steering Committee made significant progress in the past year to maximise the synergies amongst cross business functional units with focus on improving infrastructure, service quality and cost effciencies.

OUTLOOK FOR THE FUTURE

Emerging markets and developing economies like India are doing relatively well as compared to advanced economies. This is notwithstanding the slowdown in the economy over the past few years.

The rapidly growing internet penetration and usage is the key growth driver of e-commerce in India. The Country has over 250 e- tailing portals. The Indian e-tailing market is estimated to grow at 52% CAGR till 20201. E-tailing contributes 50% of non-travel ecommerce in India and was estimated at Euro 1.3 billion2 in 2013.

In terms of opportunities, the Company is putting all its efforts to further enhance its reach, explore a ''same day delivery'' service and review ''cross border deliveries''.

Air Express remains the preferred option for reliability, speed and security given the nature of goods it transports. Ground Express also offers huge opportunities due to an increased affuence expanding to Tier II and III towns which are emerging as important nodes of production, consumption and distribution.

The growth of the industry is largely based on the general economic situation in the country and any upswing in economic activity would lead to an increase in domestic and international trade, creating incremental demand for the express industry.

The current logistics spend in India is relatively higher as compared to a notably lesser percentage in more developed countries which makes opportunities even more attractive. In order to meet and sustain the forecasted growth, the industry is likely to further invest in its infrastructure and systems.

Your Company is geared to face the challenges of 2014-2015. Your Directors look forward to improved performance over the coming years.

AWARDS AND RECOGNITIONS

Our innumerable efforts in the pursuit of excellence were recognised through the year ended March 2014 and our position as an industry leader was re-iterated by the accolades received from several industry bodies and customers. Your Company won several awards to validate its Brand Equity and Leadership, Human Resource Philosophy, Operational efficiency and Corporate Governance and it is heartening to note that numerous industry bodies and customers validate our stupendous efforts.

Efforts made by your Company gained wide recognition. Blue Dart is benchmarked to international standards and has won several brand leadership awards viz; Master Brand Award by 4th Master brand Awards 2013, Brand Excellence Award in the FMCG (Logistics) Sector by ABP Brand Excellence Award 2013, Award for Brand Excellence in Supply Chain and Logistics Sector by 4th CMO Asia Awards for Branding and Marketing 2013, ranked 10th amongst top 100 ''Best Companies to Work for in India 2013'' – Great place to Work Institute and 1st in the transport Industry.

Mr. Anil Khanna, Managing Director, was conferred with the Rs.Most Valuable CEO'' by Business World Magazine, Super Boss of the year, 2013, Life Time Achievement Award by 7th Express, Logistics and supply Chain Conclave 2013, CEO of the year by Asian Leadership Awards 2013.

Mr. Yogesh Dhingra, CFO & COO, was conferred with the Asia''s Best CFO Award by 4th CMO Asia Awards for Branding and Marketing 2013, Responsible Business Leader by Responsible Business Awards 2013, Best CFO of an MNC (Mid – sized companies) by 4th Business Today and Yes Bank CFO Award 2013.

Your Company was voted a "Superbrand", seventh time in a row and for the seventh consecutive year, your Company became a recipient of the Reader''s Digest Most Trusted Brand Award.

DIRECTORS

During the year under review, Mr. Jerry Hsu, CEO, DHL Express Asia Pacifc and a nominee of DHL Express (Singapore) Pte. Ltd. tendered his resignation as a Director with effect from March 25, 2014. The Board accepted his resignation and placed on record, its sincere appreciation and thanks for his valuable contribution during his tenure as a Director. Consequently, Mr.George Berczely, an Alternate Director to Mr. Jerry Hsu, ceased to be a Director with effect from March 25, 2014 under the statutory provisions of the Companies Act, 1956. The Board placed on record, its sincere appreciation and thanks for his valuable contribution during his tenure as an Alternate Director.

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Malcolm Monteiro, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

COMPANIES ACT, 2013

The Ministry of Corporate Affairs has made a major part of the provisions of the Companies Act, 2013 effective April 1, 2014. The new Companies Act, 2013 aims at enhanced disclosures and reporting for the Corporate sector with numerous compliance requirements. The new Act is a positive step towards strengthening the corporate governance regime in the country.

Your Company is geared to implement and comply with the new requirements of law. As a beginning towards this, your Company constituted and re-aligned various Committees of the Board of Directors in accordance with the Provisions of Companies Act, 2013 as under :

AUDIT COMMITTEE

The Audit Committee comprises three Non-Executive Directors, viz; Mr.Sharad Upasani, Mr. Malcolm Monteiro and Mr. Suresh Sheth.

The Chairman of the Committee is Mr. Sharad Upasani.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to corporate governance norms. In the meeting of the Board of Directors of the Company held on May 9, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Audit Committee to align with the new requirements of the Companies Act, 2013 and Listing Agreement norms.

Mr. Anil Khanna, Managing Director; Mr. Yogesh Dhingra, Chief Financial Officer & Chief Operating Officer; the Statutory Auditors and the Internal Auditor are the permanent invitees to the Audit Committee Meetings.

CORPORATE SOCIALRESPONSIBILITY (CSR) COMMITTEE

As a progressive and pro-active compliance to the requirements of Companies Act, 2013, your Company constituted CSR Committee on February 5, 2014. The CSR Committee of the Company comprises of Mr. Sharad Upasani as Chairman of the Committee and Mr. Anil Khanna and Mr. Malcolm Monteiro as members of the Committee.

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

NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Companies Act, 2013, your Company re-aligned its existing ''Compensation Committee'' as ''Nomination and Remuneration Committee'' with an enhanced scope and functions as stipulated under the new law. The Nomination & Remuneration Committee of the Company comprises of Mr. Suresh Sheth as Chairman of the Committee and Mr. Sharad Upasani and Mr. Malcolm Monteiro as members of the Committee.

Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, CFO and COO are permanent invitees to the Nomination & Remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company re-aligned its existing ''Investors Grievance Committee'' as ''Stakeholders Relationship Committee'' with an enhanced scope and functioning. The Stakeholders Relationship Committee comprises of Mr.Suresh Sheth as Chairman of the Committee and Mr. Anil Khanna as member of the Committee.

CHANGE OF FINANCIAL YEAR

As a pro-active compliance to the provisions of New Companies Act, 2013, your Company had changed its accounting/financial year from 31st December to 31st March in the previous year 2013 itself.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confrm that;

(i) In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures; and that no material departures have been made from the same.

(ii) They have selected such 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 and loss of the Company for that year;

(iii) They have taken proper and suffcient 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; and

(iv) They have prepared the annual accounts on a going concern basis.

LISTING ARRANGEMENT

The Company''s Equity Shares are listed on The BSE Ltd. and National Stock Exchange of India Ltd. (NSE). The Company has paid its Annual Listing fees to the above stock exchanges for the Financial Year 2014- 2015.

CORPORATE GOVERNANCE

Your Company adopts high standards of Corporate Governance in all areas of functioning with strong emphasis on transparency, integrity and accountability. Your Company adheres to the requirements set out by the Securities and Exchange Board of India (SEBI) in terms of Corporate Governance practices and has implemented all the stipulations as prescribed.

Your Company believes that Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Good corporate governance is a culture and a climate of Consistency, Responsibility, Accountability, Fairness, Transparency and Effectiveness that is promoted throughout the organisation. Good governance cannot be mandated; it should flow within the organisation and should integrate with the corporate culture. This not only helps make the world better and more sustainable, but it also refects good business sense.

A section on Corporate Governance, along with a certificate from the Auditors confrming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) 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 in 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.

CEO/CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Anil Khanna, Managing Director and Mr.Yogesh Dhingra, CFO and COO, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31, 2014. The said certificate forms an integral part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956.

AUDITORS

The Statutory Auditors, M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confrming that, their re-appointment, if made, will be in accordance with the provisions of Section 139 of the Companies Act, 2013 and they satisfy the criteria provided under section 141 of the Companies Act, 2013.

The Board of Directors recommends re-appointment of M/s.Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), as Statutory Auditors of the Company from the conclusion of Twenty Third Annual General Meeting upto a conclusion of next Annual General Meeting, subject to necessary approval by the Shareholders of the Company at the ensuing Annual General Meeting.

HUMAN RESOURCE DEVELOPMENT

HUMAN RESOURCES: STRATEGY IN LINE WITH BUSINESS

Employees are the backbone of any good organisation. Our employees continue to be our core strength and we continue to focus on enhancing and developing their capabilities.

Your Company has been built on the foundation of ''People First'' philosophy, resulting in it being recognised as one of India''s top 10 amongst the Best Companies To Work For and No. 1 in the transport industry in a study conducted by Great Places To Work Institute, India in collaboration with The Economic Times.

This ''Employer of Choice'' position is a result of an overwhelmingly people-focused vision. Your Company views HR (Human Resources) function as the support system for its business growth and as a crucial value addition towards meeting organisational goals through proactive business partnership.

Organisation Health and Employee Motivation and Morale

In the year 2013, 99% of eligible employees participated in the annual Employee Satisfaction Survey (ESS). The mean satisfaction score for the year 2013 is 4.60. ''Pride for Working in Blue Dart'' continues to rank highest with a score of 4.80 and ''My future in Blue Dart'' scored 4.68. Besides the above, few other parameters such as ''Job secured with good performance'', ''BDE does a good job for customers'' and ''Working in BDE is good for me'', have also ranked high.

The high score on "Pride for working in Blue Dart" (96%), Employee engagement score (94.55%) and Active Leadership by Managers (93.89%) refects very good organisational health, employee commitment, motivation and morale the key drivers of customer satisfaction, organisational excellence which continues to position Blue Dart as one of the top 10 best companies to work for.

Building a stronger Employer of Choice brand Performance Appraisal

Motiv-8, the online performance management is used to assess the performance and potential for all executive personnel in terms of their key result areas, competency framework and manager''s recommendation on the individual developmental plan (IDP) for their career growth. The appraisals for the assessment period of January- December 2013 were successfully concluded ''online'' covering around 2500 executives. The key talent retention rate in 2013 stood at 97%, refecting an improvement over the year 2012 where the overall retention rate was 86%.

Management Trainee Programme

35 Management Trainees were inducted into the company to strengthen future leadership preparedness in sales and operations and were successfully absorbed in the company in January 2013 post completion of their training. They were assigned various operational and revenue roles with an overall retention rate of 80%. The Management has received good feedback about their performance and assimilation in the organisational culture. The Company continues to groom and nurture them with regular review, guidance and mentoring support.

Blue Dart Mentoring Programme

The Company''s senior management and key managers continues to drive the mentoring initiatives for the management trainees and other new recruits especially in key roles and handhold them for all-round exposure and perspective about the company''s functioning, culture and values. The mentoring initiatives enhance comfort level, remove apprehensions and diffculties faced by the new entrant and create a culture of continuous learning and development which in turn will result in employee retention and engagement.

The above is being actualized through the pool of Mentors created which included Managers, Senior Managers, Vice Presidents, Senior Vice Presidents and the Managing Director.

Training and Development

The Company recorded an average of around 2 training man days.

Some of the Key Soft Skill Training and Technical Trainings conducted for the employees were:

- Delivering Smiles, the service spirit

- Dangerous Goods and Radioactive – Train the Trainer

- Counter Handling

- Dangerous Goods Regulation

- Fire Fighting and Security

- Package Handling

- Personal Effectiveness

- Products

- Effective Business Communication

- Time Management

- Effective Presentation Skills

- Confict Management

Your Company conceptualized and introduced an integrated "New Age Leadership development programme" structured around 3 levels i.e. Prarambh (Supervisory Development), Neev (Front Line OPS Executive Development) and Uddan (Managers Development) in 2013. Prarambh-a 2 day intensive training programme for supervisory development was launched through "Train the Trainer model". Of the 900 Operation supervisors, 482 have already been trained in 2013.

In order to continuously develop customer service capability, Magic of Service Excellence, a customised programme for Blue Dart customer service contact center executives was conducted covering 130 executives.

Employee Communication

To communicate, share and align employees on organisational plans, business performance, policies, processes, initiatives and strategies for the future, the Team Briefng sessions by the Managing Director with the Senior Management Team were held periodically. 10 Team Brief sessions were held in the year 2013. This initiative was very well received by the employees.

To further re-inforce the communication, HR conducts Open House sessions for front line staff on regular basis. The open house sessions are conducted every quarter at all the locations and service centers of Blue Dart. These open house sessions allow employees to express their concern areas which affect their work life, morale and motivation for solution/clarifcation. A total of 405 Open Houses were conducted in the year 2013.

Culture Building

The Company continues to invest in enhancing and spreading a strong service culture. All efforts were put in to ensure that employees see value in the brand through manifestations in areas like equity in rewards, reliable, caring and impartial management. On a continuous and regular basis, employees also participated in various employee engagements around festivals, national events, sports, talent contest etc.

Employee Recognition

7 employees were conferred the Employee of the Year award for their outstanding performance while 3 employees were conferred the Outstanding Sales Performer award. 1024 employees were awarded the on-the-spot Bravo award by individual managers for excellent work. 21 employees were awarded the prestigious Super Darter award for achievements beyond the call of duty. The Company is proud that 754 Blue Darters joined the True Blue club, on completion of 5 years of service.

EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by employees of the Company at all levels.

Information on the particulars of employees'' remuneration as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts 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.

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

The particulars regarding foreign exchange earnings and expenditure are annexed hereto as Annexure "A" and forms part of this Report. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the ''Board of Directors'' Rules, 1988) are not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Living Responsibility

Living Responsibility or in common parlance ''Corporate Responsibility'' is a core element of Blue Dart''s corporate strategy. As a socially responsible corporate, Blue Dart''s commitment towards community causes has been unwavering since its inception in 1983. Blue Dart, as a responsible corporate citizen believes that giving back to society is not just a ''corporate social responsibility'', but is a duty towards its communities and the environment from where it draws its resources. More than ''responsibility'' it is ''sustainability'' that is its cornerstone.

In line with Deutsche Post DHL''s (DP DHL) ''Living Responsibility'', Blue Dart takes its responsibility to society, communities, employees and the environment seriously. Under this credo, Blue Dart (along with DP DHL) focuses its corporate responsibility on environmental protection (GoGreen), disaster management (GoHelp) and championing education (GoTeach).

Under GoTeach platform, the fag bearer is the ''Blue Edge: Empowering Lives'' programme, a 6-month program aimed at enriching the lives of young adults from diffcult environments, who have not been able to complete their education. This life-transforming initiative has helped in impacting young adults from the underprivileged sections of society. The program saw completion of the 12th and 13th batches in Mumbai and 4th and 5th batch in Chennai in 2013. The 14th and 6th batches in Mumbai and Chennai respectively are currently underway. Over 715 young adults have been through this effective intervention programs dealing with english speaking ability, life skills, customer orientations and computer skills which has helped them break the chains of poverty and unemployment, by providing the much needed edge of education in this competitive world.

Strengthening Blue Dart''s association with Teach for India, this year Blue Dart hosted 39 students aged between 10 to 12 years from Teach For India-supported Shivner Vidya Mandir, Mumbai who were given a once-in-a-lifetime opportunity to visit the Blue Dart (HQC) followed by a drawing competition on the theme of ''The India of my Dreams''. The students interacted with the Senior Management Team (SMT) and employees to familiarise themselves with the corporate culture and gain a view of a workplace environment, an opportunity which is rarely bestowed on them.

As part of its Power Saver-Lights Off initiative under GoGreen, Blue Dart continued with its practice of switching lights off for an hour every month across all its Offices in India. This year too Blue Dart observed Earth Day, World Environment Day and Earth Hour. This year, 654 Blue Darters pledged to switch off all lights at their homes for an hour on March 29, 2014, the highest ever record number of pledges taken by Blue Darters for Earth Hour.

Under GoHelp, Blue Dart joined hands with Urja Foundation and Dr. Harivansh Rai Bachchan Memorial Trust as the Offcial Logistics Partner for providing solar powered lights to around 3000 homes across India. Anil Khanna, Managing Director was felicitated by Amitabh Bachchan at an event in Mumbai for partnering towards the noble cause of electrifying rural India.

Blue Dart provided free of cost (FOC) support to various NGOs and logistics support to Phailin cyclone victims and Uttarakhand food victims.

Blue Dart also partnered with Pinkathon where women employees participated in the Women''s 10 km, 5 km & 3 km run, an initiative aimed to raise awareness for women''s health and breast cancer, educate women about its prevention and treatment. Other partners were Women''s Cancer Initiative and Tata Memorial Hospital.

On February 18, 2014, Blue Dart successfully organised the 3rd Blue Dart World CSR Day and Global CSR Excellence & Leadership Awards in Mumbai. The event was graced by the Chief Guest Dr. Bhaskar Chatterjee, Director General & CEO, Indian Institute of Corporate Affairs. The event was well attended by leading organisations like Sanof, KPMG, Hewlett Packard, CRY, Indian Institute of Corporate Affairs, NGOs and sustainability champions from across the globe, including representatives from the United Nations Organisation.

In addition to this, Blue Dart also conducted various volunteering initiatives during Global Volunteer Day (GVD) 2013. Over 8,394 volunteers from Blue Dart, DHL Express, DHL Supply Chain and DHL Global Forwarding joined hands to make a difference during GVD 2013, showcasing exemplary unity in spirit, vision and purpose. 3,145 X BU volunteers across India supported the plantation of a staggering 9,114 saplings with Grow-Trees.com (offcial partner of the United Nations Environment Program''s Billion Tree Campaign and WWF''s Cities for Forests Campaign) in the periphery of Sundarbans National Park, West Bengal. Apart from this, 266 X BU volunteers participated in sapling plantation drives carried out in various parts of the country. 2,215 X BU volunteers across 18 cities in India donated blood to save lives. 2,541 X BU Volunteers also donated essential utilities, medicines, lake cleaning and sponsoring meals at various children''s / old age homes and creating traffc awareness amongst citizens. 227 X BU volunteers across the country invested time in the lives of over 2,000 children through activities such as story reading sessions, quiz sessions, drawing competitions and talk on health and hygiene.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its 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 co-operation in contributing to Organisation''s success.

Your Directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication to ensure that the Company consistently performs well.

In these trying times, the enthusiasm and unstinting efforts of employees enabled your Company to remain a leading player in the Express Industry.

We are also deeply grateful to our Shareholders for the confdence and faith that they have always placed in us.

For and on behalf of the Board of Directors, Sharad Upasani Anil Khanna

Chairman Managing Director

Malcolm Monteiro Suresh Sheth

Director Director

Mumbai, June 21, 2014


Mar 31, 2013

To the Members,

The Directors have great pleasure in presenting the Twenty Second Annual Report of your Company for the financial period ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars For the For the period Year ended ended March December 31, 2013 31,2011 (Fifteen (Twelve months) months)

Revenues

Service Charges 216,651 149,271

Other Income 3,941 2,115

Less : Operating Expenses 190,021 131,338

Operating Profit (EBIDTA) 30,571 20,048

Less : Interest Cost (Net) 1 -

Depreciation/Amortisation 3,448 2,160

Earnings before tax 27,122 17,888

Less : Provision for Income tax 8,256 5,664

Earnings after tax 18,866 12,224

Profit and Loss Account balance brought forward 56,136 45,381

Profit available for appropriation 75,002 57,605

Proposed Dividend 16,847 475

Tax on Proposed Dividend 2,863 77

Transfer to General Reserves 1,887 917

53,405 56,136

CHANGE OF FINANCIAL YEAR

As a progressive and proactive compliance to the proposed Companies Bill, 2012 and as a good corporate citizen, the Company has changed its accounting/financial year from 31 st December to 31 st March and extended its current accounting/financial year by a period of 3 (three) months. Accordingly, Annual Accounts are prepared for the period of 15 (fifteen) months commencing from January 1, 2012 to March 31, 2013.

REVIEW OF PERFORMANCE

The Indian economy has been slowing down since 2011 after registering over 8%* average growth in the previous three years prior to 2011. India''s economic growth rate for the year 2012-2013 is estimated to be around 5%* as compared to a growth rate of 6.2%* in 2011-12.

Against the backdrop of this economic scenario, your Company continued its efforts of maximising customer satisfaction, enhancing value for all its stakeholders and delivered quality, value, speed, efficiency, responsiveness and service experience. Over the years, these efforts have gone a long way towards evolution of your Company becoming synonymous with reliability and trustworthiness.

Blue Dart employees worked as one great team with grit and determination to overcome challenges largely driven by a slowdown and the worst ever GDP growth rate of a decade.

Your Company posted Rs. 18,866 lacs profit after tax for the fifteen months ended March 31, 2013 as compared to Rs. 12,224 lacs profit after tax for the year ended December 31, 2011. Income from operations for fifteen months ended March 31, 2013 was Rs. 216,651 lacs as compared to Rs. 149,271 lacs for the year ended December 31, 2011.

With a dedicated air and ground network optimised by cutting-edge technology, your Company continues to be South Asia''s number one air and integrated transportation, distribution and logistics Company. It also offers a wide range of innovative and simplified solutions across industry verticals.

Blue Dart is a Company with impeccable service records, driven by a motivated and passionate team, the testimony for which rests in the numerous awards bestowed upon the Company over the years. As a responsible corporate entity, your Company continues to pay close attention towards Environmental and Social responsibilities.

The domestic express offerings include Time Definite Solutions (Domestic Priority 1030, Domestic Priority 1200, Dart Apex 1200) and Day Definite Solutions (Domestic Priority, Dart Apex, Dart Surfaceline). Packaging Solutions include Express Pallet (Air and Ground), Smart Box (Air and Ground). The Company also offers Cargo Solutions like Airport to Airport, Interline and Charters besides offering Festive Solutions and Student Solutions.

Blue Dart also offers industry specific solutions like Temperature Controlled Logistics (TCL), Dart Surface line Plus (DSP), Point to Point (P2P) and a host of value added services like Demand Draft on Delivery (DOD), Freight on Demand (FOD), Freight on Value (FOV) and Cash on Delivery (COD). E-tailing growth continues to outpace traditional lines of business and your Company has witnessed good scalability in its E-tailing vertical.

Your Company''s information technology infrastructure remains one of its key differentiators. The use of technology to optimise products, minimise costs and innovative offerings has driven successful efforts of the Company to provide Indian customers qualitative standards of service.

Your Company continues to focus on innovation and would strive to keep delivering beyond the expectations of its stakeholders.

As per Management - Internal estimates based on the ATK TMS 2010, your Company is a dominant leader in the domestic ''air'' express industry and commands a 49% market share in the organised air express market (2012). In the ''ground'' segment, the Company garnered a market share of 13.3% (2012). In both the segments viz; air express and ground express, market share is growing on a year on year basis.

Your Company continues to focus on reach expansion, transit time improvements, small towns (Tier-II and III) activation and strengthening channels to enhance market share. Your Company increased its reach to over 33,739 locations.

Your Company has been certified to the ISO 9001 standards since 1996 and has been successfully re-certified in September 2011 for 3 years to the new global ISO 9001-2008 standards for "design, management and operations of countrywide express transportation and distribution services within the Indian sub-continent and to international destinations serviced through multinational express companies."

Your Company continues to drive First Choice and Net Promoter Approach (NPA) initiatives.

''First Choice'' is a systematic and sustainable approach to transform the business by aligning it to the customer''s needs on a continuous basis. ''First Choice'' is an initiative that will transform the way your Company does business and will enable your Company to consistently deliver a superior service experience to our customers to become their first choice. NPA aims at gauging customer''s loyalty and delivers a Net Promoter Score which is an international benchmark for customer advocacy. NPA is a two-step customer call process, which identifies customer issues that needs to be addressed.

Implementation of First Choice and Net Promoter Approach programs were designed to improve service quality and ability to capture ''Voice of Customer'' in a systematic manner so that meaningful, corrective and improvisation measures could be undertaken.

DIVIDEND

After analysing Company''s financial position and keeping in mind future growth and expansion and adequate investment made in infrastructure and facilities over a period of time, the Board of Directors are pleased to recommend a dividend of Rs. 71/- per equity share of Rs. 10/- each subject to necessary approval of Shareholders at the Annual General Meeting of the Company.

The dividend, once approved by the members at the ensuing Annual General Meeting, will sum up to a total of Rs. 19,710 lacs including dividend distribution tax, as compared to Rs. 552 lacs in the previous year.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1,887 lacs to General Reserves. An accumulated balance of Rs. 53,405 lacs is carried forward to Profit and Loss Account.

OPERATIONS REVIEW

Your Company, Blue Dart, South Asia''s number one express air and integrated transportation, distribution and Logistics Company, offers secure and reliable delivery of consignments to over 33,739 locations in India, across the length and breadth of the Country. As part of the DHL Group, Blue Dart accesses the largest and most comprehensive express and logistics network worldwide, covering over 220 countries and territories and offers an entire spectrum of distribution services including air express, freight forwarding supply chain solutions and customs clearance.

Your Company has an unmatched infrastructure, extensive reach, a mixed fleet of Boeing 737 and 757 freighters offering a revenue payload of over 370 tonnes per night, a flotilla of over 7,457 vehicles, 413 facilities including 77 express hubs and over 8,258 committed and trained Blue Darters driven by a unified passion of delivering service excellence and value.

During the fifteen months ended March 31, 2013, your Company carried over 1,417.26 lacs domestic shipments and over 10.28 lacs international shipments weighing over 594,900 tonnes.

FACILITIES / INFRASTRUCTURE

During the period under review, your Company added 43 new and additional facilities and 11 replacement facilities taking the total number of facilities to 413 with a total area of over 20.56 lacs sq.ft. across the Country. The Company also added hubs at various locations viz; Coimbatore, Indore, Bengaluru, Mysore, Vijaywada, Cochin, etc. Your Company plans to further strengthen and consolidate its existing infrastructure, air and ground fleet.

AVIATION SYSTEM

The Company''s ACMI Contract with Blue Dart Aviation Limited, its Associate Company for dedicated air carriage capacity, continued its strong support in sustaining Blue Dart''s leadership position through its unique aviation network with a mixed fleet of Boeing 757 and

Boeing 737-200 freighters, the only scheduled domestic cargo airline network in the Indian skies. During the year, your Company granted an unsecured loan of Rs. 2,577 lacs (net of repayment) to Blue Dart Aviation Limited. The tenure of this loan do not exceed 7 years. The loan carries an interest computed at an average ''base'' rate of IDBI Bank and ICICI Bank with an interest re-set bi-annually. The loan provided to Blue Dart Aviation Ltd. is in the best interest of the Company since Blue Dart Aviation Limited operates dedicated air cargo capacity for the Company through its network of scheduled night operations which is not available on any other commercial flight in the Country.

Blue Dart Aviation Limited posted excellent technical dispatch reliability (TDR) of 99.19% for B737 and 99.54% for its B757 fleet, with an overall TDR of 99.47%. During the year, Blue Dart Aviation Limited achieved its highest ''On Time Performance'' (OTP) due to co-ordinated efforts of its operations team and CAT II/III capability of its B757 crew. Fifty Two diversions which would have negatively impacted your Company''s service, quality and cost, were averted. During the year, for the first time since inception of Blue Dart Aviation Limited, normal operations without any advanced schedule were sustained through fog period. Blue Dart Aviation Limited''s safety compliance parameters, including hard landings have shown declining trends over past three years.

Blue Dart Aviation Limited''s "Go-Green" initiatives involve an effort to integrate environmentally sustainable activities to reduce its carbon footprint, enhance brand image and reduce operating costs. Blue Dart Aviation Limited has continued its focus on "Go-Green" initiatives launched in the year 2009 to spread awareness amongst employees on ''Global Warming''. The "Golden Drops" project launched in the year 2011 to identify the areas of fuel consumption, avoidable fuel burn and implementation of a plan to reduce fuel burn by 1% has been successfully continued during the year.

During the year, Blue Dart Aviation Limited has continued its awareness campaign among all the employees on the significance of the avoidable fuel burn and consequential impact on carbon footprint. The project "Golden Drops", supported by the single engine taxi, helped Blue Dart Aviation Limited to register tangible reductions in the fuel consumption on the B757 fleet. During the year, Blue Dart Aviation Limited''s carbon emissions stood at 0.88 ton per revenue tonnes kilometer as against an Indian Industry average of 1.03 ton per revenue tonnes kilometer.

FINANCE

Your Company''s financial position is robust and it continues to enjoy "zero-debt" status.

During the fifteen months period, your Company efficiently managed its surplus funds by investing into various high rated debt schemes (liquid category) of mutual funds for optimum working capital management. Liquidity in the Balance Sheet requires to be balanced between earning adequate returns and the need to cover adequate financial risk. The Company''s internal accruals adequately supported working capital requirements, capital expenditure and dividend payments.

In a highly uncertain global and domestic market scenario, your Company ensured optimum working capital management which is considered to be the best in the industry and within the benchmark laid down by the Global Parent Group.

The Company''s Earnings Per Share (EPS) for the fifteen months period ended March 31, 2013 is Rs. 79.51 per share as compared to Rs. 51.52 per share for the previous year ended December 31, 2011.

CREDIT RATING

Your Company continues to enjoy highest credit quality rating for its commercial paper programme/ short-term debt programme:

1. "[ICRA] A1 " (ICRA A one plus) assigned by ICRA Ltd. (an Associate of Moody''s Investors Service) for Company''s commercial paper/short-term debt programme of Rs. 2,500 lacs (outstanding - Rs. Nil). The rating indicates a very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk.

2. "IND A1 " (ind A one plus) assigned by India Ratings and Research Pvt. Ltd. (erstwhile known as Fitch Ratings India Private Ltd.) for the Company''s commercial paper/short-term debt programme of Rs. 3,000 lacs (outstanding - Rs. nil), an indicator of a very strong degree of safety regarding timely payment of its financial obligations and carrying lowest credit risk.

ICRA has assigned [ICRA] AA (ICRA double A) (long term rating) to the Company''s Bank limits (working capital) of Rs. 3,615 lacs (including fund based and non- fund based limits). The rating indicates the high degree of safety regarding timely servicing of financial obligations and carry very low credit risk. ICRA also assigned [ICRA] A1 (ICRA A one plus) (short term rating) for the said limits. The rating indicates a very strong degree of safety regarding timely payment of financial obligations and carries lowest credit risk.

SUBSIDIARY AND ASSOCIATE COMPANY

The audited statements of accounts for the period ended March 31, 2013 of Concorde Air Logistics Ltd., the Company''s Wholly-owned Subsidiary, together with the reports of Directors and Auditors, as required pursuant to the provisions of Section 212 of the Companies Act, 1956, are attached.

The Consolidated Financial Results represents those of Blue Dart Express Ltd. and its Wholly-owned Subsidiary, viz; Concorde Air Logistics Ltd. and its Associate Company, Blue Dart Aviation Ltd. to the extent of 49% shareholding of Blue Dart Express Ltd. into Blue Dart Aviation Ltd. The Company has consolidated its results based on the Accounting Standard on Consolidation of Financial Statements (AS-21) and Accounting Standard on Accounting for Investments in Associates in Consolidated Financial Statements (AS-23) issued by the Institute of Chartered Accountants of India.

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

During the period under review, DHL Express (Singapore) Pte. Ltd., came out with an ''Offer for Sale (OFS)'' to divest its shareholding from 81.03% to 75% to comply with the SEBI norms on Minimum Public Shareholding. OFS was successfully concluded on November 23, 2012 and Company is in compliance with the SEBI norms on minimum public shareholding of 25%. OFS was oversubscribed by 3.5 times and final disposal price arrived at under the OFS was Rs. 1,949 which was 13% premium to the floor price. Consequently, DHL Express (Singapore) Pte. Ltd; the Promoter Shareholder holds 75% of the Equity Capital of the Company with effect from November 23, 2012.

The acquisition of majority shares by DHL Express (Singapore) Pte. Ltd. in the year 2005, provides the Company and its customers with a firm strategic advantage. The combined service offerings of both Organisations cover the entire spectrum of distribution within India and between India and the rest of world. 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 business and trade success for India and its trading partners.

In our efforts to constantly collaborate and optimise more with support from our group Companies viz; DHL Express, DHL Supply Chain, DHL Global Forwarding, the India Steering Committee made significant progress in the past year to maximise synergies amongst cross business functional units with focus on improving infrastructure, service quality and cost efficiencies.

OUTLOOK FOR THE FUTURE

Emerging market and developing economies like India are still doing relatively well as compared to advanced economies. This is notwithstanding the slowdown in the economy over the past few years.

The current logistics spend in India is relatively higher as compared to notably lesser percentage in the more developed countries, which makes the logistics opportunities more attractive. The proposed introduction of common ''Goods and Services Tax (GST)'' would create favourable environment for the logistics industry.

Growth of consumer industries especially across Tier II and Tier III cities, coupled with increased penetration enhancing offerings for existing clients and extending solutions to other industry segments, increase in the network reach and introduction of new products are expected to drive growth in the Express Industry. E-tailing is also emerging as one of the growing medium of doing business in India breaking barriers of product reach, service experience and geographies.

India offers huge investment potential in several sectors like infrastructure, retail, real estate, automobiles, food processing, information technology, knowledge process outsourcing, business process outsourcing, healthcare, telecom among many others. With the policy regime being increasingly liberalised, India is able to woo the investors from across the globe. Overall, the macro-economic fundamentals continue to inspire investor confidence and the investment climate is turning positive.

The other key drivers that would contribute towards growth in the logistics market include the upcoming freight corridor project, building of logistics hubs and warehouses, port development, technology upgrades, investment by private players and also the impending industry status for the logistics sector.

Blue Dart has always set benchmarks in terms of industry practices whether it is optimal use of technology when many companies relied on manual processes or being the first logistic Company to introduce "Employee Satisfaction and Customer Satisfaction Surveys" in India which resulted into a motivated workforce and an ever increasing loyal customer base.

Your Company anticipates promising growth in Tier-II and Tier - III markets and has taken suitable measures to remain ahead on the growth curve by establishing bases in these locations.

With customers'' need for flexibility and choice in mind, Blue Dart''s future plans would continue to focus on reach expansion, transit time improvements, small towns (Tier-II and III) activation, servicing emerging industry verticals and strengthening channels.

Your Company is ideally placed in the Indian market to facilitate trade and commerce in our country with a trained and committed employee force of over 8,258 people, latest state-of-the art technology, integrated air and ground infrastructure, wide geographical coverage to support India''s growth and development, distribution and third party logistics and supply-chain management needs of the industry.

Lack of quality infrastructure has been an issue which has been impeding the seamless growth of the economy and the country through decades. The poor condition of roads and highways leads to higher operating costs, which in turn, often increases maintenance and poor turnaround time.

The Government has seriously undertaken infrastructure challenges and is drawing up plans for developing and upgrading infrastructure - the Golden Quadrilateral, North-South and East-West corridors, new Greenfield airports, multi-modal logistics parks and dedicated rail freight corridors.

Effective implementation of the above infrastructure initiatives is expected to benefit the Company.

Your Company is geared to face challenges of the Year 2013-2014. Your Directors look forward to improved performance over the coming years.

AWARDS AND RECOGNITIONS

Our innumerable efforts in the pursuit of endless excellence were recognised throughout the period ended March 2013 and our position as an industry leader was only re-iterated by the accolades received from several industry bodies and customers. Your Company won several awards to validate its Brand Equity and Leadership, Human Resource Philosophy, Operational Efficiency and Corporate Governance and it is heartening to note that numerous industry bodies and customers validate our stupendous efforts.

Efforts made by your Company have gained wide recognition. Blue Dart is benchmarked to international standard and has won several brand leadership awards, ''Brand Leadership Award - Supply Chain and Logistics Award'', Customer & Brand Loyalty Award in the Logistics Sector'' - Domestic Express - 5th Loyalty Awards and a recognition as one of ''India''s Best Companies to Work'' for 2012; Best HR Strategy in Line with Business'' - 6th Employer Branding Awards 2012 and ''Organisation With Innovative HR Practices'' - Asia Pacific HRM Congress.

During the period, Mr. Anil Khanna, Managing Director was conferred with the ''Enterprising CEO of the Year Award'' at Brand Leadership Awards'' and Mr. Yogesh Dhingra, COO & Finance Director, was conferred with the ''CFO 100 Roll of Honour'' at 3rd Annual CFO 100 2013''. Your Company was also conferred with the Awards for ''Best Return to Investors Award'' and ''Best Overall Corporate Governance and Compliance and Ethics Program'' at BSE 7th Social and Corporate Governance Awards 2013 held on February 18, 2013.

Your Company was voted a Superbrand, seventh time in row and for the seventh consecutive year, your Company became recipient of the Reader''s Digest Most Trusted Brand Gold Award.

DIRECTORS

During the period under review, Mr. Jerry Hsu, CEO, DHL Express Asia Pacific and a member of DHL Express Global Management Board (and nominee Director of DHL Express (Singapore) Pte. Ltd.) who was appointed as an Additional Director with effect from June 30, 2011 was regularised as a Director of the Company in the Annual General Meeting of the Company held on April 24, 2012.

Consequent to presence of Mr. Jerry Hsu, Director, at the Board Meetings of the Company held on January 31, 2012 and January 29, 2013, Mr. George Berczely, an Alternate Director to Mr. Jerry Hsu had ceased to be a Director under the statutory provisions of the Companies Act, 1956, and he was re-appointed by the Board as an Alternate Director to Mr. Jerry Hsu with effect from February 6, 2012 and January 31, 2013, respectively.

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Sharad Upasani, Chairman, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

AUDIT COMMITTEE

The Audit Committee comprises three Non-Executive Directors, viz; Mr. Sharad Upasani, Mr. Malcolm Monteiro and Mr. Suresh Sheth.

The Chairman of the Committee is Mr. Sharad Upasani.

Mr. Tushar Gunderia, the Company Secretary, acts as the Secretary to the Audit Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement pertaining to corporate governance norms.

The permanent invitees to the Audit Committee are Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that;

(i) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) Directors have selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for that year;

(iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) Directors have prepared the annual accounts on a going concern basis.

LISTING ARRANGEMENT

The Company''s Equity Shares are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid its Annual Listing fees to the above stock exchanges for the Financial Year 2012- 2013 and 2013-2014.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Your Company believes that Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Good corporate governance is a culture and a climate of Consistency, Responsibility, Accountability, Fairness, Transparency and Effectiveness that is promoted throughout the business organisation. Good governance cannot be mandated; it should flow from within the business organisation and should be integrated with corporate culture. This not only helps make the world better and more sustainable, but it also reflects good business sense.

Your Company adopts the high standards of Corporate Governance in all areas of functioning with strong emphasis on transparency, integrity and accountability. Your Company adheres to the requirements set out by the Securities and Exchange Board of India (SEBI) Corporate Governance practices and has implemented all the stipulations as prescribed.

A separate Section on Corporate Governance, along with a certificate from the Auditors confirming compliance 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 in 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.

CEO/CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Anil Khanna, Managing Director and Mr.Yogesh Dhingra, Finance Director and Chief Operating Officer, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the fifteen months period ended March 31, 2013. The said certificate forms an integral part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956.

AUDITORS

The StatutoryAuditors, M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that, their re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

The Board of Directors recommends re-appointment of M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), as the Statutory Auditors of the Company subject to necessary approval by the Shareholders of the Company at the ensuing Annual General Meeting.

HUMAN RESOURCE DEVELOPMENT

Our employees continue to be our core strength and we continue to focus on enhancing and developing their capabilities. Employees are the backbone of any good organisation. ''Our People'' are our biggest and best assets. Our ''People First'' philosophy continues to be our bedrock of success.

Your Company''s Human Resources Department (HRD) pays close attention on grooming and developing employees who are committed and motivated to do their best. During the period under review, several initiatives were undertaken by your Company''s HRD for employees'' development and welfare and in the areas of recognition and growth. The Company also initiated various measures to enhance existing skills sets of high potential employees.

During the period under review, 35 Management Trainees were inducted into the Company. Management Trainees have undergone an ''in-house exhaustive training program'' and rigorous ''on the job training'' and they have been assigned to operations and revenue roles.

"People First" policies have always been an integral part of the core values of Blue Dart. The highly motivated and passionate employees environment was amply reflected in an online ''Employees Satisfaction Survey'' (ESS) which reflected that ''Pride in working for Blue Dart'' remained highest scoring dimension having a mean score of 4.83 (on a scale of 1 to 5). In the 2012 ESS survey, 99.5% eligible employees participated in our annual survey. The Company''s overall mean satisfaction score increased from 4.61 to 4.62.

''Pride in Working for Blue Dart'' with a mean score of 4.83 was followed by ''Job Secured with good performance'' with a mean score of 4.78 while ''Blue Dart doing a good job for its customers'' with a mean score of 4.77. These ratings are a testimony to the strong ''People First'' policies of the Company.

During the period ended March 31, 2013, Blue Dart won consequently for the third time in a row, the prestigious recognition of being "One of India''s Best Companies to Work for'' and was placed under top 15 best companies to work for.

During the period under review, besides Team Briefing Sessions conducted by the Managing Director, the Company conducted open house sessions especially for the front line on regular basis. The Company continued its focus on Training and Development of people through internal and external management development programs.

As part of Cultural Building initiatives, the Company follows a "People First'' Policy as Company strongly believes that healthy and content workforce is a key to any Organisation success. Employees participated in various employees'' engagements in the areas of festivals, national events, sports, talent contest etc.

In order to recognise good work done by the employees, 963 employees were awarded Bravo Blue Darter Awards and 61 employees were awarded Super Darter Awards.

Your Company would continue to invest in people and remain an ''Employer of Choice'' and would focus on retaining and attracting the right talent.

EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by employees of the Company at all levels.

Information on the particulars of employees'' remuneration as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts 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.

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

The particulars regarding foreign exchange earnings and expenditure are annexed hereto as Annexure "A" and forms part of this Report.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the ''Board of Directors'' Rules, 1988) are not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company as a socially responsible corporate has undertaken numerous steps to give back to the society in whatever small way it can.

Your Company''s commitment towards community causes has been unwavering since its inception in 1983. Your Company has an in-house sustainability team responsible for identifying and addressing various sustainability issues and supporting initiatives which make the world a better place for future generations. As part of the DHL Group and in line with its CSR platform, Blue Dart''s major focus areas are:

- Education (GoTeach)

- Environment (GoGreen)

- Disaster Management Response (GoHelp)

The ''Blue Edge - Empowering Lives'' programme, a 6-months course, continues to benefit young lives from the marginalised segment of our society. Blue Edge programme completed 11 batches in Mumbai and 3 batches in Chennai. The 12th and 4th batch is underway. Continuing its association with Teach For India, the group participated in activities such as Leaders Week, End of Year Assessment, Leadership Development Program etc. 2012 also saw the visit by DP DHL CEO, Dr. Frank Appel to the Blue Edge and Teach For India schools.

Your Company engaged in various initiatives to put environmental concerns in the spotlight through its GoGreen events viz; Earth Hour, Earth Day, World Environment Day, Power Saver-Initiative etc.

Your Company (along with DHL Express, DHL Supply Chain and DHL Global Forwarding) also supported empowerment of women, children and communities by helping generate funds through stall activities in the office premises under GoHelp.

During the period, your Company along with other Business Units celebrated "Global Volunteer Day from September 6 to 16, 2012 with participation of more than 7,664 employees across all Business Units in India. The activities included blood donation drives (across 38 locations), plantation of saplings (approx. 12,276 trees sponsored), educating the underprivileged (benefitting approx. 1,000 children), cleaning school premises and visiting & donating edibles, utilities, etc. at orphanages and old age homes. The Board was further informed that, employees as well as customers participated in the GVD activities in many regions.

On February 18, 2012 and again on February 18, 2013, Blue Dart and DHL celebrated group''s Corporate Responsibility Day and Global CSR Excellence & Leadership Awards in India discussing key CSR issues in a day long forum attended by major corporate from India and overseas.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its 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 co-operation for the Organisation success.

Your Directors appreciate contribution made by the employees of the Company and acknowledge their hard work and dedication in ensuring that the Company consistently performs well.

The enthusiasm and unstinting efforts of employees enabled the Company to remain as a leading player in the Express Industry.

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

For and on behalf of the Board of Directors,

Sharad Upasani Anil Khanna

Chairman Managing Director

Malcolm Monteiro Clyde Cooper

Director Director

Suresh Sheth George Berczely

Director Alternate Director to Jerry Hsu

Mumbai,

May 2, 2013


Dec 31, 2011

The Directors have great pleasure in presenting the Twenty First Annual Report of your Company for the year ended on December 31, 2011.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars For the year For the year ended ended December December 31, 2011 31, 2010

Revenues

Service Charges 148,960 114,741

Other Income 2,426 532

Less : Operating Expenses 131,338 99,324

Operating Profit (EBIDTA) 20,048 15,949

Less : Interest Cost ( Net) 0 1

Depreciation / Amortisation 2,160 1,922

Earnings before tax 17,888 14,026

Less : Provision for Income tax 5,664 4,589

Earnings after tax 12,224 9,437

Profit and Loss Account balance

brought forward 45,381 36,221

Profit available for appropriation 57,605 45,658

Proposed Dividend 474 237

Tax on Proposed Dividend 77 40

Transfer to General Reserves 917 -

56,137 45,381

REVIEW OF PERFORMANCE

While the Financial Years 2009-10 and 2010-11 reflected gradual positive signs of a recovery of the Indian economy from the lows of 2008-09, the financial year 2011-12 was marked by a lot of uncertainty and volatility.

Some of the economic factors that contributed to this volatility included higher inflation and interest rates, reduced liquidity, lower consumption, decline of the rupee against the dollar and an unabated increase in the commodity prices and other input costs. This, in turn, led to deferred investment plans and delay in execution of projects. However, recently,

sources: 1-AT Kearney – Q3 2011 Qms

there has been some moderation in the inflation and there is expectation of a pause and perhaps, even a reversal of rising interest rates.

Against the backdrop of this economic scenario, your Company performed reasonably well on all fronts by capitalizing on its strong brand equity, focused growth plans, customer loyalty and qualitative service offerings.

Your Company posted Rs 12,224 lacs profit after tax for the year ended December 31, 2011 as compared to Rs 9,437 lacs profit after tax for the year ended December 31, 2010. Income from operations for the year ended December 31, 2011 was Rs 148,960 lacs as compared to Rs 114,741 lacs for the year ended December 31, 2010.

With a dedicated air and ground network optimized by cutting-edge technology, your Company continues to be south Asia's number one air and integrated transportation, distribution and logistics Company. It also offers a wide range of innovative and simplified solutions. Blue Dart is a company with impeccable service records, driven by a motivated and passionate team, the testimony for which lies in the numerous awards that it has been bestowed with over the years. As a responsible corporate entity, your Company continues to pay close attention towards Environment and Social Responsibilities.

During the year, your Company introduced many new products and services; India's first and only Go Green Carbon Neutral service, on all products and Time - Definite Domestic Priority product 1200 and smart Truck.

A specialized Carbon Neutral service initiative, wherein the customers are provided with an environmentally responsible shipping option to neutralize the carbon emissions produced by transportation of shipments. Blue Dart Go Green Carbon Neutral service would not only enable customers to contribute to a greener future, but, would also help build healthier and productive communities.

Domestic Priority 1200 is a guaranteed door-to-door time definite delivery of shipments by air the next possible business day by 12:00 hours, targeted at time-critical business-to-business needs. smart Truck technology is an intelligent pick-up and delivery vehicle that combines a number of innovative technologies including a route planner.

Your Company's information technology infrastructure remains one of its key differentiators and enabler to values. Your Company was always in the forefront of technology and its technology innovations have played a key role in the Company's premium positioning and in bringing global standards to the Indian customers' doorstep.

Your Company continues to focus on innovation and would strive to keep delivering beyond the expectations of its stakeholders.

Your Company is the dominant leader in the domestic air express industry and commands a 45.9%1 market share. In the 'ground' segment, the company garnered a market share of 12.4%1. In the air express as well as in the ground segment, market share is growing on a year on year basis.

Your Company continues to focus on reach expansion, transit time improvements, small towns (Tier-II and III) activation and strengthening channels to enhance market share. Your Company increased its reach from 25,646 locations to over 35,902 locations.

Your Company has been certified to the ISO 9001 standards since 1996 and has been successfully re-certified in September 2011 for 3 years to the new global ISO 9001-2008 standards for "design, management and operations of countrywide express transportation and distribution services within the Indian sub-continent and to international destinations serviced through multinational express companies.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 2/- per equity share of Rs10/- each. Your Company would continue to aim at conserving and strengthening resources for future growth and expansion of the Company.

The dividend, once approved by the members at the ensuing Annual General meeting, will be paid out of profits of the Company for the year and will sum up to a total of Rs 551 lacs including dividend distribution tax as compared to Rs 277 lacs in the previous year.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs 917 lacs to General Reserves. An amount of Rs 56,137 lacs is proposed to be carried forward to Profit and Loss Account.

OPERATIONS REVIEW

Your Company, Blue Dart, south Asia's number one express air and integrated transportation, distribution and Logistics Company, offers secure and reliable delivery of consignments to over 35,902 locations in India, across the length and breadth of the Country. As part of the DHL Group, Blue Dart accesses the largest and most comprehensive express and logistics network worldwide, covering over 220 countries and territories and offers an entire spectrum of distribution services including air express, freight forwarding supply chain solutions and customs clearance.

Your Company continues to drive First Choice and NPA initiatives. First Choice' is a systematic and sustainable approach to transform the business by aligning it to the customers needs on a continuous basis. First Choice' is an initiative that will transform the way your Company does business and will enable your Company to consistently deliver a superior service experience to our customers to become their first choice. NPA aims at gauging customer's loyalty and delivers a Net Promoter score which is an international benchmark for customer advocacy. NPA is a two-step customer call process, which identifies customer issues that needs to be addressed.

Implementation of First Choice and Net Promoter Approach programs were designed to improve the service quality and ability to capture RsVoice of the Customer' in a systematic way in order to bring in long-lasting customer benefits and strengthen the brand experience.

Your Company, has an unmatched infrastructure, extensive reach, a feet of three Boeing 737 and four Boeing 757 freighters offering a revenue payload of over 370 tonnes per night, a fotilla of over 6,272 vehicles, 365 facilities including 56 domestic warehouses and 12 express hubs and over 7,792 committed and trained Blue Darters driven by a united passion of delivering service excellence and value.

During the year under review, your Company carried over 988.5 lacs domestic shipments and over 8 lacs international shipments weighing over 423,000 tonnes.

FACILITIES / INFRASTRUCTURE

During the year, your Company added 53 new and additional facilities and 14 replacement facilities taking the total number of facilities to 365, with a total area of over 18.65 lacs sq.ft. across the country. During the year, your Company added warehouses at various locations viz; Pune, Baroda, Ahmedabad, south Delhi, Jalandhar, Lucknow etc. Your Company plans to strengthen and consolidate its existing infrastructure, air and ground feet.

AVIATION SYSTEM

The Company's ACMI Contract with Blue Dart Aviation Limited, its Associate Company for dedicated air carriage capacity, continued its strong support in sustaining Blue Dart's leadership position through its unique aviation network with a feet of 4 Boeing 757 and 3 Boeing 737- 200 freighters, the only domestic freighter airline network in the Indian skies. During the year, your Company granted an unsecured loan of Rs 8,943 lacs to Blue Dart Aviation Ltd. including loan of Rs 2,755 lacs towards prepayment of loan taken from the Bank to meet its financial requirements in respect of infrastructure expansion for its dedicated air cargo services under an ACMI Agreement. The tenure of this loan does not exceed 7 years. The loan carries an interest computed at an average 'base' rate of IDBI Bank and ICICI Bank with an interest re-set bi-annually. The loan provided to Blue Dart Aviation Ltd. is in the best interest of the Company since Blue Dart Aviation Ltd. operates air cargo capacity dedicated for the Company through its network of scheduled night operations which is not available on any other commercial fights in the Country.

Blue Dart Aviation Ltd. posted excellent technical dispatch reliability (TDR) of 98.95% for B737 and 99.42% for B757 feet, with an overall TDR of 99.26%. During the year, stringent organisational and financial audits of Blue Dart Aviation were undertaken by the regulator without any major observations.

Blue Dart Aviation Limited further strengthened its fight operations capability, achieving first CAT III operation of its B757-200 aircraft on December 23, 2011, to enable take off and landing in low visibility conditions. New high tech main deck loaders were introduced to bring about greater efficiency and reduce turnaround time of an aircraft. In Hyderabad, Blue Dart Aviation Limited re-located to larger, dedicated operations facility shared with Blue Dart Express for greater operational synergy.

Blue Dart Aviation Ltd. continued its focus on "Go-Green" initiatives launched in the year 2009 to spread awareness amongst employees on RsGlobal Warming' and commenced implementation of Project "Golden Drops" to reduce aircraft fuel consumption through Auxiliary Power unit (APU) monitoring and reduced usage and various other aircraft maintenance activities.

FINANCE

Your Company's financial position is robust and it continues to enjoy "zero-debt" status.

During the year, your Company managed its surplus funds efficiently by investing into various high rated debt schemes (liquid category) of mutual funds for optimum working capital management. Liquidity in the Balance sheet requires to be balanced between earning adequate returns and the need to cover adequate financial risk. The Company's internal accruals adequately supported working capital requirements, capital expenditure and dividend payments.

The year under review was characterised by rising interest rates and tight liquidity conditions in the overall monetary system due to which interest rates hardened across maturities. During the year, timely positioning of the portfolio in shorter maturity assets viz; Liquid mutual Funds and Bank Fixed Deposits enabled your Company to take advantage of rising interest rates and improving yields.

In a challenging global and domestic market scenario, your Company efficiently managed its working capital which is considered to be the best in the industry and within the benchmark laid down by the Global Parent Group.

The Company's Earnings Per share increased by 29.54% during the year to Rs 51.52 per share as compared to Rs 39.77 per share for the previous year.

CREDIT RATING

Your Company continues to enjoy highest credit quality rating for its commercial paper programme/ short-term debt programme:

1. ICRA "A1 " (ICRAAone plus) assigned by ICRA Ltd. (an Associate of moody's Investors service) for Company's commercial paper/ short-term debt programme of Rs 2,500 lacs (outstanding – Rs Nil). The rating indicates highest credit quality for the short term instruments.

2. Fitch "A1 (ind)" (Aone plus (ind)) assigned by Fitch ratings India Private Ltd. for the Company's short-term programme of Rs 3,000 lacs (outstanding – Rs nil), indicating the strongest capacity of timely payment of its financial commitments.

ICRA has assigned ICRA AA (ICRA double A) (long term rating) to the Company's Bank limits (working capital) of Rs 3,615 lacs (including fund based and non- fund based limits). The rating indicates the high credit quality rating to long term debt instruments. ICRA also assigned ICRA A1 (ICRA Aone plus) (short term rating) for the said limits. The rating indicates highest credit quality rating assigned by ICRA to short term instruments and carries lowest credit risk.

SUBSIDIARY AND ASSOCIATE COMPANY

The audited statements of accounts for the year ended December 31, 2011 of Concorde Air Logistics Ltd., the Company's Wholly-owned Subsidiary, together with the reports of Directors and Auditors, as required pursuant to the provisions of section 212 of the Companies Act, 1956, are attached.

The Consolidated Financial results represents those of Blue Dart Express Limited and its Wholly-owned Subsidiary, viz; Concorde Air Logistics Ltd. and its Associate Company, Blue Dart Aviation Ltd. to the extent of 49% shareholding of Blue Dart Express Ltd. into Blue Dart Aviation Ltd. The Company has consolidated its results based on the Accounting standard on Consolidation of Financial statements (As-21) and Accounting Standard on Accounting for Investments in Associates in Consolidated Financial statements (As-23) issued by the Institute of Chartered Accountants of India.

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

As you are aware, DHL Express (Singapore) Pvt. Ltd. holds 81.03% of the Equity Capital of the Company. The acquisition of majority shares by DHL Express (Singapore) Pvt. Ltd., during the year 2005, provides the Company and its customers with a firm strategic advantage. The service offerings that emanates from both the organisations cover the entire spectrum of distribution within India and, between India and the rest of world. Blue Dart is a leading brand in the country with an unmatched domestic network, infrastructure and people. DHL is an acknowledged global leader with a strong and long-standing presence in India. Together, both present a powerful backbone to business and trade success for India and its trading partners.

In our efforts to constantly collaborate and optimize more with support from our group companies viz; DHL Express, DHL Supply Chain, DHL Global Forwarding, the India steering Committee made significant progress in the past year to maximise synergies amongst cross business functional units with focus on improving infrastructure, service quality and cost efficiencies.

OUTLOOK FOR THE FUTURE

The us-Iran-Israel standoff poses a risk to the Indian economy in terms of rising crude oil prices. However, the Indian logistics industry has been growing steadily despite the economic turbulence and its growth momentum is expected to remain stable.

Your Company has, over the last 28 years, traversed every economic cycle and emerged as a benchmark for the logistics industry. Factors contributing to this success inter-alia included; early embracing of technology when many companies relied on manual processes, being the first logistic Company to introduce "Employee satisfaction and Customer Satisfaction Surveys" in India which resulted into a motivated workforce and an ever increasing loyal customer base.

Over the years, your Company also set up India's largest and most successful Cargo Aviation Infrastructure and being re-certified to the ISO 9001-2008 standards.

Over the last few years, demand for world-class logistics and warehousing facilities have grown tremendously on the back of a growing domestic consumption story. Resultantly a whole new world of opportunities in distribution has opened up ranging from mobile phones and credit cards to pharmaceuticals and auto components.

Express Industry is a key enabler in facilitating trade and commerce. The opportunities are plenty for the express industry in India as the current logistics spend in India is close to 13%2 of the GDP compared to a notably lesser percentage in more developed economies. The Indian logistics industry is poised for a significant leap forward in the years to come. The proposed introduction of common Goods and Services Tax (GST) would create favorable environment for the logistics industry.

In 2012, your Company's key focus areas would be to improve market Share, enhance Service Quality, improve Loyalty through Customer Centricity, enhance Profitability and motivate People.

Your Company would continue to focus on cost efficiency measures and aim at overall financial discipline. Your Company firmly believes that, while focus on driving core revenues and keeping costs down are important, success would be achieved by ensuring that service quality through our highly engaged and passionate people, remains of the highest order.

Your Company anticipates promising growth in Tier-II and Tier - III markets and has taken suitable measures to remain ahead on the growth curve.

The other key drivers that would contribute growth in the logistics market include upcoming freight corridor project, building of logistics hubs and warehouses, port development, technology upgrades, investment by private players and also the impending industry status for the logistics sector.

With customers' need for flexibility and choice in mind, Blue Dart's future plans would continue to focus on reach expansion, transit time improvements, small towns (Tier-II and III) activation, servicing emerging industry verticals and strengthening channels.

Your Company is ideally placed in the Indian market to facilitate trade and commerce in our country with a trained and committed employee force of over 7,792 people, latest state-of-the art technology, integrated air and ground infrastructure, wide geographical coverage to support India's growth and development, distribution and third party logistics and supply-chain management needs of the industry.

Lack of quality infrastructure has been an issue which has been impeding the seamless growth of the economy and the country through decades. The poor condition of roads and highways leads to higher operating costs, which in turn, often increases maintenance and poor turnaround time.

The Government has seriously undertaken infrastructure challenges and is drawing up plans for developing and upgrading infrastructure – the Golden Quadrilateral, North-south and East-West corridors,

new Greenfield airports, multi-modal logistics parks and dedicated rail freight corridors.

Effective implementation of the above infrastructure initiatives is expected to benefit your Company.

Your Company is geared to face challenges of the Year 2012. Your Directors look forward to improved performance over the coming years.

AWARDS AND RECOGNITIONS

Our innumerable efforts in the pursuit of endless excellence were recognised throughout the year 2011 and our position as an industry leader was strengthened by accolades received from several industry bodies and customers. Your Company won several awards to validate its Brand Equity and Leadership, Human resource Philosophy, Operational Efficiency and Corporate Governance and it is heartening to note that numerous industry bodies and customers validate our stupendous efforts.

Efforts made by your Company have gained wide recognition. The express major benchmarked to international standard and won several brand leadership awards, Brand Excellence in Logistics' - CMO Asia Awards, Best Air Express Provider of the Year – Domestic' -5th Express, Logistic & supply Chain Conclave, 'Best Hr Practices in line with strategy' - 5th Employer Branding Awards 2010-2011 and a recognition as one of RsIndia's Best Companies to Work' for 2011; and Innovative Logistics Company of the Year' - 5th Express, Logistic & Supply Chain Conclave for Blue Dart - DHL.

During the year, Mr. Anil Khanna, managing Director was conferred with the RsCEO with Hr Orientation' award at the Asia Pacific Hrm Congress and Mr.Yogesh Dhingra, COO & Finance Director, was conferred the CFO 100 'recognition of Excellence' for his exceptional contribution to corporate finance.

Your Company was voted a Superbrand, sixth time in row and for the sixth consecutive year, your Company became recipient of the reader's Digest most Trusted Brand Gold Award. For the second time in a row, your Company was validated by Customers as "star Brand" and "Power Brand".

DIRECTORS

During the year, Mr. roger Crook, CEO of DHL Express, Asia Pacific and the Eastern Europe, middle East and Africa regions (EEMEA) and a nominee of DHL Express (Singapore) Pvt. Ltd. who was appointed as an Additional Director with effect from February 1, 2011 was appointed as a Director of the Company in the Annual General meeting held on April 26, 2011. Mr. Crook, tendered his resignation as a Director with effect from June 30,2011. The Board accepted his resignation and placed on record, its sincere appreciation and thanks for his valuable contribution during his tenure as a Director. Consequently, Mr. Christopher Ong, an Alternate Director to Mr. roger Crook, ceased to be a Director with effect from June 30, 2011 under the statutory provisions of the Companies Act, 1956.

Mr. Jerry Hsu, CEO, DHL Express Asia Pacific and a member of the DHL Express Global management Board and a nominee of DHL Express (Singapore) Pvt. Ltd. was appointed as an Additional Director with effect from June 30, 2011.

Mr. Jerry Hsu holds office up to the date of forthcoming Annual General meeting of the Company. The Company has received a notice under the provisions of Section 257 of the Companies Act, 1956, for the appointment of Mr. Jerry Hsu as a Director of the Company. The resolution seeking approval of shareholders for his appointment has been incorporated in the Notice of forthcoming Annual General meeting along with brief resume of Mr. Jerry Hsu.

Mr. Christopher Ong, a nominee of DHL Express (Singapore) Pvt. Ltd. was appointed as an Alternate Director to Mr. Jerry Hsu with effect from July 1, 2011. Mr. Christopher Ong, tendered his resignation as an Alternate Director with effect from September 27, 2011. The Board accepted his resignation and placed on record, its sincere appreciation and thanks for his valuable contribution during his tenure as a Director.

Mr. George Berczely, Vice President – Business Planning and Performance management for DHL Asia Pacific and a nominee of DHL Express (Singapore) Pvt. Ltd. was appointed as an Alternate Director to Mr. Jerry Hsu with effect from September 27, 2011.

In the Board meeting of the Company held on January 31, 2012, the Board of Directors approved re-appointment of Mr. Anil Khanna as the managing Director of the Company for a further period of three years with effect from February 21, 2012 to February 20, 2015, subject to the approval of the members of the Company.

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Clyde Cooper and Mr.suresh Sheth, Directors, retire by rotation at the ensuing Annual General meeting and, being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors, viz. Mr.sharad upasani, Mr. malcolm monteiro and Mr. suresh sheth.

The Chairman of the Committee is Mr. sharad upasani.

Mr. Tushar Gunderia, the Company secretary, acts as the secretary to the Audit Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement pertaining to corporate governance norms.

The permanent invitees to the Audit Committee are Mr. Anil Khanna, managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors confirm that;

(i) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) Directors have selected such 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) Directors 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) Directors have prepared the annual accounts on a going concern basis.

LISTING ARRANGEMENT

The Company's Equity shares are listed on The Bombay stock Exchange Ltd. (BSE) and National stock Exchange of India Ltd. (NSE). The Company has paid its Annual Listing fees to the above stock exchanges for the Financial Year 2011- 2012.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Your Company believes that Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Your Company adopts high standards of Corporate Governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. Your Company adheres to the requirements set out by the securities and Exchange Board of India (SEBI) Corporate Governance practices and has implemented all the stipulations as prescribed.

A separate section on Corporate Governance, along with a certificate from the Auditors confirming compliance is annexed and forms part of the Directors' report.

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in 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.

CEO AND CFO CERTIFICATION

In accordance with the provisions of Listing Agreement pertaining to corporate governance norms, Mr. Anil Khanna, managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer, have certified, inter-alia, about review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended December 31, 2011. The said certificate forms an integral part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956.

AUDITORS

The statutory Auditors, m/s. Price Waterhouse, Chartered Accountants, (Firm registration no. 301112E), retire at the ensuing Annual General meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that their re-appointment, if made, will be in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

The Board of Directors recommends re-appointment of m/s. Price Waterhouse, Chartered Accountants, (Firm registration no. 301112E), as Statutory Auditors of the Company subject to necessary approval from the Shareholders of the Company.

HUMAN RESOURCE DEVELOPMENT

Our employees continue to be our core strength and we continue to focus on enhancing and developing their capabilities. Employees are the backbone of any good organization. RsOur People' are our biggest and best assets. Our RsPeople First' philosophy continues to be our bedrock of success.

Your Company's Human resources Department (HRD) pays close attention on grooming and developing employees who are committed and motivated to do their best. During the year, several initiatives were undertaken by your Company's HRD for employees' development and welfare and in the areas of employee recognition and growth. The Company also initiated various measures to enhance existing skill sets of high potential employees.

"People First" policies have always been an integral part of the core values of Blue Dart. The highly motivated and passionate employee environment was amply reflected in 'Employee satisfaction survey', in which RsPride in working for Blue Dart' remained the highest scoring dimension having a mean score of 4.84 (on a scale of 1 to 5). In the 2011 ESS survey, 99.17% eligible employees participated in our annual survey. The company's overall mean satisfaction score increased from 4.55 to 4.59.

'Pride in Working for Blue Dart' remains the highest scoring parameter with a mean score of 4.84 followed by 'Job secured with good performance' with a mean score of 4.79 while 'Blue Dart doing a good job for customers' with a mean score of 4.78. These ratings are a testimony to the strong 'People First' policies of the Company.

In the year 2011, Blue Dart won the prestigious recognition of being "One of India's best Companies to work for" consecutively for the second time in row.

During the year, besides the Team Briefing sessions conducted by the managing Director, the Company continued its focus on Training and Development of people through internal and external management development programs.

As part of the Culture Building initiatives, the Company follows a policy called "People First" as Company strongly believes that healthy and content workforce is the key to any organisation success. The Company undertook initiatives to have fun at work place and to generate positive energy amongst its employees. Few of the activities undertaken during the year were viz; Holi celebration, Women's Day special, Dandiya Night, Chess Tournaments, Cricket match, Friendship Day, Independence & Republic Day Celebrations, Diya painting Competition, Fun and Games for Kids, Diwali Celebration and Christmas Celebration. Blue Dart's anniversary is celebrated all across the country with high spirit and fervor.

In addition to cultural Celebrations, your Company also undertook various Work-Life-Balance initiatives to help its employees strike a balance between their personal lives and work lives. Few of the Initiatives organised at the Head Office were;

stress Talk: To help the employees cope with stress which has become an integral part of our daily life, a talk on stress management was organised through Seven Hills Hospital. This program was very well appreciated and the feedback received from the employees on the Stress Session was overwhelming.

A health talk on Yoga was organised for the employees.

To recognise good work done by the employees, 850 employees were awarded Bravo Blue Darter Awards and 58 employees were awarded Super Darter Awards.

Your Company would continue to invest in its people and remain an 'Employer of Choice' and would focus on retaining and attracting the right talent.

EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.

Information on the particulars of employees' remuneration as per section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) rules, 1975, forms part of this report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts 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.

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

The particulars regarding foreign exchange earnings and expenditure are annexed hereto as Annexure "A" and forms part of this Report. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the report of the 'Board of Directors' rules, 1988) are not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company as a socially responsible corporate has undertaken numerous steps to give back to the society in whatever small way it can. The following were the activities undertaken by your Company:

Blue Dart's commitment towards community causes has been unwavering since its inception in 1983. Blue Dart as a socially responsible corporate has an in-house sustainability team responsible for identifying and addressing various sustainability issues and supporting initiatives which make the world a better place for future generations. As part of the DHL Group and in line with its CSR platform, Blue Dart's major focus areas are:

Education (GoTeach)

Environment (GoGreen)

Disaster management response (GoHelp)

The 'Blue Edge – Empowering Lives' programme, a 6-months course, continues to benefit young lives from the marginalised segment of our society. Blue Edge programme completed its 9th batch in Mumbai and its 10th batch is underway. In April 2011, the programme was extended to Chennai and completed its 1st batch. The 2nd batch began in October 2011 and is progressing well.

Blue Dart undertook various initiatives to put environmental concerns in the spotlight through its GoGreen events viz; Earth Day, Volunteer Day, Power Saver-Initiative, GoGreen drives, etc.

Blue Dart (along with DHL Express, DHL supply Chain and DHL Global Forwarding) also supported empowerment of women and communities by helping generate funds through stall activities in the office premises under GoHelp. During the year, your Company along with other Business units celebrated the RsGlobal Volunteer Day' in September 2011 with participation of more than 8,000 employees across all Business units in India in activities which ranged from blood donation drives (in 40 centres), sponsoring trees (more than 10,560 trees sponsored), drawing competitions (for more than 2500 children in 3 cities) and donating edibles, electrical appliances, linen and other necessities to various old age / children's homes.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its sincere appreciation and take this opportunity to thank all its customers, suppliers, banks, financial institutions, solicitors, advisors, the Government of India and concerned State Governments and other government departments and authorities for their consistent support and co-operation to the Company.

Your Directors also wish to place on record their deep appreciation for an exemplary contribution of employees at all levels and acknowledge the services rendered by the employees of the company for the satisfactory performance of the Company.

The enthusiasm and unstinting efforts of the employees enabled the Company to remain as a leading player in the Express Industry.

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

For and on behalf of the Board of Directors,

Sharad Upasani Anil Khanna

Chairman managing Director

Malcolm Monteiro Jerry Hsu

Director Director

Clyde Cooper Suresh Sheth Director Director

Mumbai, January 31, 2012


Dec 31, 2010

The Directors have great pleasure in presenting the Twentieth Annual Report of your Company for the year ended on December 31, 2010.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars For the year For the year ended ended December December

31,2010 31,2009

Revenues

Service Charges 114,741 90,523

Other Income 532 760

Less : Operating Expenses 99,324 80,150

Operating Profit (EBIDTA) 15,949 11,133

Less: Interest Cost (Net) 1 55

Depreciation /Amortisation 1,922 1,776

Earnings before tax 14,026 9,302

Less : Provision for Income tax 4,589 3,232

(including FBT)

Earnings after tax 9,437 6,070

Profit and Loss Account balance brought forward 36,221 30,428

Profit available for appropriation 45,658 36,498

Proposed Dividend 237 237

Tax on Proposed Dividend 40 40

Transfer to General Reserves 45,381 36,221

REVIEW OF PERFORMANCE

The Indian economy continued its recovery during the year ended 2010 as compared to the previous two years of global recession. During the year 2010, the economy picked up momentum and confidence in the markets witnessed an upward trend. GDP is projected to grow between 8.5% to 9.0% for the year 2010- 2011 as compared to preceding two financial years growth of 7.4% and 6.7% respectively.

In the year 2010, Blue Dart completed 27 years of leading, innovating and delivering qualitative services to Indian trade and commerce. Your Company posted ? 9,437 lacs profit after tax for the year ended

December 31,2010 as compared to ? 6,070 lacs profit after tax for the year ended December 31, 2009. Income from operations for the year ended December 31,2010 was ? 114,741 lacs as compared to ? 90,523 lacs for the year ended December 31, 2009.

Your Company has been constantly upgrading its products and features to provide customised and value added services to its Customers. During the year, your Company received a very good response to its latest innovations in the Time - Definite Delivery and Cash-on-Delivery offerings.

Your Company provides Domestic Priority 10:30 and Dart Apex 12:00 in Time -Definite Delivery segment whereas in COD (Cash on Delivery), the invoice value of the shipment is collected from the consignee in the form of cash at the time of delivery and returned to the shipper / customer for completion of the transaction.

The Companys value added features viz; Demand draft on Delivery (DOD), Freight on Delivery (FOD) and Freight on Value (FOV) were also very well received by the market.

Your Company would continue to focus on innovation and strive to keep delivering beyond the expectations of its stakeholders.

Your Company has been certified to the ISO 9001 standards since 1996 and has been successfully re-certified in September 2008 for 3 years to the new global ISO 9001-2000 standards for "design, managemen and operations of countrywide express transportation and distributior services within the Indian sub-continent and to international destination; serviced through multinational express companies."

Your Company has been certified and upgraded to the latest ISO 9001 2008 standards.

DIVIDEND

Your Directors are pleased to recommend a dividend of ? 1/- per equit share of ? 10/-each.

Your Directors wish to conserve resources for the future expansion an growth of the Company.

The dividend, once approved by the members at the ensuing Annus General Meeting, will be paid out of the profits of the Company for th year and will sum up to a total of ? 277 lacs including dividend distributic tax (? 277 lacs in the previous year).

TRANSFER TO RESERVES

This year, your Company does not propose to transfer any amount General Reserves. An amount of ? 45,381 lacs is proposed to be carrie forward to Profit and Loss Account.

OPERATIONS REVIEW

Your Company, Blue Dart, South Asias number one express air ar integrated transportation, distribution and Logistics Company, offe secure and reliable delivery of consignments to over 25,646 locations in India, across the length and breadth of the Country. As part of the DHL Group, Blue Dart accesses the largest and most comprehensive express and logistics network worldwide, covering over 220 countries and offers an entire spectrum of distribution services including air express, freight forwarding, supply chain solutions and customs clearance.

Blue Dart strives to be an industry specific, customer-centric organisation. Every step it takes is an effort to strengthen this relationship. In this pursuit, your Company has invested heavily into building an infrastructure that would provide unmatched value. Over the years, your Company has manifested its leadership position. In the past 27 years, Blue Dart has become an unchallenged leader in the domestic air express business.

The market dominance did not happen by default. Your Company has made huge investments in building an infrastructure that is unparalleled in the entire South Asia region - an extensive reach across a complex and vast Indian geography and beyond, a fleet of four Boeing 757s and three Boeing 737s freighters offering a revenue payload of over 370 tonnes per night, a flotilla of over 5,351 vehicles, 309 facilities including 56 domestic warehouse and 12 express hubs and over 6000 committed and trained Blue Darters driven by a unified passion of delivering service excellence and value.

During the year under review, your Company carried over 870 lacs domestic shipments and over 7 lacs international shipments weighing over 338,000 tonnes.

AVIATION SYSTEM

The Companys ACMI Contract with Blue Dart Aviation Limited, its Associate Company for dedicated air carriage capacity supported in sustaining Blue Darts leadership position. During the year, the Company granted an unsecured loan of ? 11,245 lacs (including conversion of capital advances) to Blue Dart Aviation Ltd. to meet its financial requirements towards infrastructure expansion for its dedicated air cargo services under the ACMI Agreement. The tenure of the loan is for the period not exceeding 7 years. The loan carries an interest computed at an average "base rate of IDBI Bank and ICICI Bank, with an interest re-set bi-annually. Support given to Blue Dart Aviation Ltd. would be in the best interest of the Company since Blue Dart Aviation Ltd. provides a dedicated air carriage capacity of its Air Cargo to the Company.

During the year, Blue Dart Aviation Ltd. posted an excellent technical dispatch reliability (TDR) of 98.89% for the B737 and 99.26% for the B757 fleet, with an overall TDR of 99.13%. It also completed its first 4C check on B757 (VT-BDK) on May 24, 2010 and first B757 landing gear replacement on June 2,2010.Blue Dart Aviation Ltd. successfully completed constructing/ renovating its Airport facilities at Delhi, Hyderabad and Kolkata. It commenced its operations from the new facility at Delhi in April, 2010. In Kolkata, Blue Dart Aviation Ltd. moved to its first airside / cityside facility after inception, on May 24, 2010.

Blue Dart Aviation Ltd. continued its "Go Green" efforts initiated by it during the year 2009 to spread awareness among the employees on Global Warming. Towards its "Go-Green" initiatives, the Sewage Treatment Plant at Bangalore International Airport Ltd. has been made fully operational and treated waste water of 19,300 litres/day is being re-used for gardening and washing of vehicles.

FACILITIES / INFRASTRUCTURE

During the year, your Company added 24 new and additional facilities and 9 replacement facilities taking the total number of facilities to 309, with a total area of over 14.8 lacs sq.ft. across the country. Your Company plans to further strengthen and consolidate its infrastructure, including air and ground fleet.

FINANCE

The Companys New Financial Accounting Package viz; mPower is a centralised, secure, robust and user-friendly package which was fully integrated into the system during the year and one that enhanced quality and integrity of data. The implementation of mPower resulted in cost, time savings and productivity increase. The system provides information and intelligence on a real-time basis.

Your Company has a healthy financial position and continues to enjoy "zero-debt" status.

During the year, your Company managed its surplus funds efficiently by investing into various high rated debt schemes (liquid category) of mutual funds for optimum working capital management. Liquidity in the Balance Sheet requires to be balanced between earning adequate returns and the need to cover adequate financial risk. The Companys internal accruals adequately supported working capital requirements, capital expenditure and dividend payments.

During the challenging times in the global and domestic markets, your Company efficiently managed its working capital which is considered the best in the industry and within the benchmarks laid down by the Global Parent Group.

The Companys Earning Per Share increased by 55% during the year to ? 39.77 per share as compared to ? 25.58 per share for the previous year.

During the year, your Company successfully passed a stringent Treasury Audit and Information Technology Audit by the DP DHL Corporate Internal Audit Team with a distinctive "Well Controlled" rating.

CREDIT RATING

Your Company continues to enjoy the highest credit quality rating for its commercial paper programme / short-term debt programme:

1. "A1+" (A one plus) assigned by ICRA Ltd. (an Associate of Moodys Investors Service) for Companys commercial paper / short-term debt programme of ? 2,500 lacs (outstanding - ? Nil). The rating indicates highest credit quality for the short term instruments.

2. "F1+(ind)" (F one plus (ind)) assigned by Filch Ratings India Private Ltd. for the Companys short-term programme of ? 3,000 lacs (outstanding - ? nil), indicating the strongest capacity of timely payment of its financial commitments.

ICRA has assigned LAA (L double A) (long term rating) to the Companys Bank limits (working capital) of ? 3,615 lacs (including fund based and non- fund based limits). The rating indicates the high credit quality rating to long term debt instruments. ICRA also assigned A1+(A one plus) (short term rating) for the said limits. The rating indicates highest credit quality rating assigned by ICRA to short terms instruments and carries lowest credit risk.

SUBSIDIARY AND ASSOCIATE COMPANY

The audited statements of accounts for the year ended December 31, 2010 of Concorde Air Logistics Ltd., the Companys Wholly-owned Subsidiary, together with the reports of Directors and Auditors, as required pursuant to the provisions of Section 212 of the Companies Act, 1956, are attached.

The Consolidated Financial Results represents those of Blue Dart Express Limited and its Wholly-owned Subsidiary, viz. Concorde Air Logistics Ltd. and its Associate Company, Blue Dart Aviation Ltd. to the extent of 49% shareholding of Blue Dart Express Ltd. into Blue Dart Aviation Ltd. The Company has consolidated its results based on the Accounting Standard on Consolidation of Financial Statements (AS-21) and Accounting Standard on Accounting for Investments in Associates in Consolidated Financial Statements (AS-23) issued by the Institute of Chartered Accountants of India.

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

As you are aware, DHL Express (Singapore) Pte. Ltd. holds 81.03% of the Equity Capital of the Company. The acquisition of majority shares by DHL Express (Singapore) Pte. Ltd., during the year 2005, provides the Company and its customers with a firm strategic advantage. The service offerings that would emanate from both organisations cover the entire spectrum of distribution within India and, between India and the rest of world. Blue Dart is a leading brand in the country with unmatched domestic network, infrastructure and people. DHL is an acknowledged global leader with a strong and long-standing presence in India. Together, both present a powerful backbone to business and trade success for India and its trading partners.

In our efforts to constantly collaborate and optimise more with the help of our group companies - DHL Express, DHL Supply Chain, DHL Global Forwarding, the India Steering Committee made significant progress in the past year to maximize cross business functional units synergies with focus on improving infrastructure, service quality and cost efficiencies.

OUTLOOK FOR THE FUTURE

Your Company is ideally placed in the Indian market to facilitate trade and commerce in our country with a trained and committed employee force of over 6,000 people, latest state-of-the-art technology, integrated air and

ground infrastructure, wide geographical coverage to support Indias growth and development, distribution and third party logistics and supply-chain management needs of the industry.

Super Brand Blue Dart, empowered by trained people, delivers what customers really wants. Today, in the cramped zone of customer loyalty, trust and dependability, Blue Dart continues to be a name to reckon with, amongst the top-notch brands of India. Being a pioneer of the industry, it has defined the express and logistics space, silently setting the pace for the Indian business to travel fast on the wings of smart logistics. It lives up to its name, being an agile, flexible player with fast turnarounds to impact the ever- growing changing logistics scenario of the worlds fourth largest economy.

The Company has successfully leveraged its proven track record in the air express business by positioning Indias finest sen/ices in the ground express organized market. The growth in Dart Surfaceline has been exemplary. Blue Dart is focused on delivering value through its robust aviation and ground network, domestic and international reach, market leading transit times, superior technology, innovative and market defining product launches and through passionate and dedicated people-force. With strong infrastructure in place, the business is expected to grow and provide stable revenue streams. Blue Dart is committed to improve its dominance through focused customer additions and enhancement of customer loyalty from existing and new clients while continuing to open up new markets to service the needs of customers. The strategy revolves around industry focus and a proactive approach on feedback received on regular basis from the customers touch points. In addition to that, the Company will continue to invest in infrastructure and employees, enhance brand visibility and pursue alliances to meet customer needs on a continuous basis.

However, lack of quality infrastructure has been an issue that was impeding the seamless growth of the economy and the country through the decades Rapid expansion of the Indian economy has highlighted the importance of effective logistics and transport to enable that growth. Government anc private investors have committed in developing all transport modes including transport and logistics infrastructure. The government is taking infrastructure challenges seriously and drawing up robust plans for developing anc upgrading infrastructure-the Golden Quadrilateral, North-South and East West corridors, new Greenfield airports, multi-modal logistics parks am dedicated rail freight corridors.

In 2011, your Companys key focus areas would be Sales Development an Productivities, Service Quality Enhancement, Loyal Customers, Profitability Strong XBU workings and Motivated People.

Your Company would continue to focus on cost efficiency measures an aim at an overall financial discipline. Your Company firmly believes thi while focus on driving core revenues and keeping costs down is importar success would be achieved by ensuring that service quality through our high engaged and passionate people remains of the highest order.

Your Company is optimistic about Financial Year 2011 with respect to the potential of growth markets and the business environment. Your Directo look forward to improved performance over the coming years.

AWARDS AND RECOGNITIONS

Our innumerable efforts in the pursuit of endless excellence were recognised throughout the year 2010 and our position as an industry leader was strengthened by accolades received from several industry bodies and customers. Your Company won serveral awards to validate its Brand Equity and Leadership, Human Resource Philosophy, Operational Efficiency and Corporate Governance and it is heartening to note that numerous industry bodies and customers validate our stupendous efforts.

Efforts made by your Company have gained wide recognition. The express major benchmarked to international standards won serveral brand leadership awards, the latest being Customer and Brand Loyalty Award in the Logistics Sector; the 22nd CFBP Jamnalal Bajaj Fair Business Practices Award - 2010 in the category of Service Enterprises (Medium) and a recognition as one of Indias Best Companies to Work for 2010; the Brand Leadership Award at CMO Asia Awards 2010; the award forBest HR Strategy; and an award for Innovative Retention Strategy at the Asias Best Employer Awards 2010, Singapore.

We were voted a Superbrand, fifth time in row and for the fifth consecutive year, we became the recipient of the Readers Digest Most Trusted Brand Gold Award.

Your Company was also validated by Customers as "Star Brand", "Master Brand" and "Power Brand" for 2010-2011.

DIRECTORS

Mr. Christopher Ong, a nominee of DHL Express (Singapore) Pte. Ltd. tendered his resignation as a Director with effect from February 1,2011. The Board accepted his resignation and placed on record, its sincere appreciation and thanks for his valuable contribution during his tenure as a Director.

Mr.Roger Crook, CEO of DHL Express, Asia Pacific and the Eastern Europe, Middle East and Africa Regions (EEMEA) and a nominee of DHL Express (Singapore) Pte. Ltd. was appointed as an Additional Director with effect from February 1, 2011.

Mr. Roger Crook holds office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice under the provisions of Section 257 of the Companies Act, 1956, for the appointment of Mr. Roger Crook as a Director of the Company. The resolution seeking approval of shareholders for his appointment has been incorporated in the Notice of forthcoming Annual General Meeting along with brief resume of Mr.Roger Crook.

Mr. Christopher Ong, a nominee of DHL Express (Singapore) Pte. Ltd. was appointed as an Alternate Director to Mr. Roger Crook with effect from February 1,2011.

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Malcolm Monteiro, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors, viz. Mr.Sharad Upasani, Mr. Malcolm Monteiro and Mr. Suresh Sheth.

The Chairman of the Committee is Mr. Sharad Upasani.

Mr. Tushar Gunderia, the Company Secretary, acts as the Secretary to the Audit Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement pertaining to corporate governance norms.

The permanent invitees to the Audit Committee are Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that;

(i) that in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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) that the Directors 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) that the Directors have prepared the annual accounts on a going concern basis.

LISTING ARRANGEMENT

The Companys Equity Shares are listed on The Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. (NSE). The Company has paid its Annual Listing fees to the above stock exchanges for the Financial Year 2010- 2011.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Your Company adheres to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and has implemented all the stipulations as prescribed.

Your Company was honored with the 6th BSE Social and Corporate Governance Award 2010 held at the Bombay Stock Exchange for the Best CSR Practice and won Good Corporate Citizen Award 2009-2010 (Medium Corporate Category) organised by Bombay Chamber of Commerce and Industry.

A separate section on Corporate Governance, along with a certificate from the Auditors confirming compliance is annexed and forms part of the Directors Report.

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in 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.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer, have certified, inter-alia, about review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended December 31, 2010. The said certificate forms an integral part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits under the provisions of Section 58A and 58AA of the Companies Act, 1956.

AUDITORS

It is proposed to appoint M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), as Auditors of the Company in place of retiring Auditors M/s.Price Waterhouse, Chartered Accountants, (Firm Registration No. 007568S). The retiring auditors have expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company after the conclusion of the ensuing Annual General Meeting.

Your Company has received necessary certificate from M/s. Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E), confirming that their appointment, if made, will be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

The Company has received a Special Notice under the provisions of Section 225 read with Section 190 of the Companies Act, 1956, for the appointment of M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E) as the Statutory Auditors of the Company.

The Board of Directors recommends appointment of M/s. Price Waterhouse (Firm Registration No. 301112E) as the Statutory Auditors of the Company subject to necessary approval from the Shareholders of the Company.

The Board of Directors would like to thank M/s.Price Waterhouse, (Firm Registration No. 007568S), the outgoing Auditors, for their services rendered to the Company during their long association as the Statutory Auditors.

HUMAN RESOURCE DEVELOPMENT

Our employees continue to be our core strength and we continue to focus on developing their capabilities even further. Employees are the backbone of any good organisation. Our People are our biggest and best assets. Our People First philosophy continues to be our bedrock for success.

Your Company believes in People Power and completely relies on the experience gathered by its strong people force over the years. Our team is a healthy mix of old employees with industry knowledge and experienced and new employees with path breaking ideas constantly providing the new perspective.

Your Companys Human Resources Department (HRD) has a strong focus on developing employees who are committed and motivated to do their best. Your Companys HRD undertook several initiatives for employees development, benefits/welfare, recognition and growth. In addition to the ongoing programs, the Company has also initiated various development initiatives to enhance the existing skill sets of high potential employees.

"People First" policies have always been an integral part of the core values of Blue Dart. The highly motivated and passionate employee environment was amply reflected in the online Employee Satisfaction Survey. In the 2010 ESS survey, 98.25% eligible employees participated in our annual survey. The Companys overall mean satisfaction score increased from 4.54 to 4.55. Pride in Working for Blue Dart remains the highest scoring parameter with a mean score of 4.80 followed by Job Secure with good performance with a mean score of 4.75 while Blue Dart does a good job for customers and The Quality of product and services by BDE is first class score 4.72 each. The dimension or Employee Engagement scored an overall mean score of 4.57. These approval ratings are a testimony of the strong People First policies o the Company.

In the year 2010, Blue Dart won the prestigious recognition of beinc ONE OF INDIAS BEST PLACES TO WORK.

During the year, besides the Team Briefing sessions by the Managini Director, the Company continued to focus on Training and Developmen of people through internal and external management developmen programs.

During the year, your Company implemented integrated HRMS (PRIDE People Soft Package.

As part of the Culture Building initiatives, the Company follows policy called "People First", as Company strongly believes that healthy and content workforce is the key to an organisations success Many initiatives for our employees are being regularly undertaken t have fun at the work place and generate positive energy among; our employees. Few of the activities celebrated are Valentines Day Special, Holi celebrations, Womens Day special, Cricket Match, Shuttle competition, Volley ball Tournament, Dandiya Night, Diya Painting Competition, Independence Day and Republic Day celebration: Christmas Celebrations, Childrens painting competition etc.

Your Company would continue to invest in its people and remain a Employer of Choice and our focus remains to retain and attract the right talent.

EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.

Information on the particulars of employees remuneration as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the report and accounts 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.

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

The particulars regarding foreign exchange earnings and expenditure are annexed hereto as Annexure "A" and forms part of this Report. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors Rules, 1988) are not applicable.

CORPORATE SOCIAL RESPONSIBILITY

Your Company as a socially responsible corporate has undertaken numerous steps to give back to the society, in whatever small way it can.

Blue Darts commitment towards community causes has been unwavering since its inception in 1983. Blue Dart as a socially responsible corporate has an in-house sustainability team responsible for identifying and addressing various sustainability issues and supporting initiatives that make the world a better place for future generations. As part of the DHL Group and in line with its CSR platform, Blue Darts major focus areas are:

Education (Go Teach)

Environment (Go Green)

Disaster Management Response (Go Help)

The Blue Edge - Empowering Lives programme, a 6-month course, continues to impact young lives from the marginalized segment of our society. During the year, sixth and seventh batches of students have successfully completed Blue Edge Empowering Lives Program and were felicitated at a Graduation Day Ceremony held in Blue Dart Corporate Headquarters.

During the year, your Company participated in World Environment Day on June 5, 2010 and along with DHL pledged to reuse and recycle, in order to fight the global menace of climate change. On April 22,2010, Blue Dart supported the Earth Day by declaring No Smoking Day/ Public Transportation Day / Go Vegetarian Day. Further, all Regions at Blue Dart and DHL whole-heartedly contributed to the cause "Go Help". We collected 20 bags of gifts - clothes, woolen clothes, toys, books, stationery, bags, shoes, lunch boxes, water bottles, soaps, shampoos, toothpaste etc. and were distributed in 6 orphanages catering to around 400 children, between 3rd - 6th January, 2010

ACKNOWLEDGEMENT

The Board of Directors wishes to express its sincere appreciation and take this opportunity to heartily thank the customers, suppliers, banks, financial institutions, solicitors, advisors, the Government of India and concerned State Governments and other government departments and authorities for their consistent support and co-operation to the Company.

Your Directors also wish to place on record their deep appreciation for the exemplary contribution of the employees at all levels and acknowledges the services rendered by the employees of the Company for the satisfactory performance of the Company.

The enthusiasm and unstinting efforts of the employees enabled the Company to remain as a leading player in the Express Industry.

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

For and on behalf of the Board of Directors,

Sharad Upasani Anil Khanna

Chairman Managing Director

Malcolm Monteiro Roger Crook

Director Director

Clyde Cooper Suresh Sheth

Director Director

Mumbai, February 1,2011


Dec 31, 2009

The Directors have great pleasure in presenting the Nineteenth Annual Report of your Company for the year ended December 31,2009.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars For the year For the year ended ended December December 31,2009 31,2008

Revenues

Service Charges 90,523 97,447

Other Income 760 1,071

Less : Operating Expenses 80,150 84,935

Operating Profit (EBIDTA) 11,133 13,583

Less : Interest Cost 55 51

Depreciation/Amortisation 1,776 1,657

Earnings before tax 9,302 11,875

Less : Provision for Income tax 3,232 4,140 (including FBT)

Earnings after tax 6,070 7,735

Profit and Loss Account balance brought forward 30,428 22,970

Profit available for appropriation 36,498 30,705

Proposed Dividend 237 237

Tax on Proposed Dividend 40 40 Transfer to General Reserves

36,221 30,428

REVIEW OF PERFORMANCE

The year 2009 has been one of the most challenging years for the global economy. The fiscal year 2008-09 began amidst one of the severest financial slowdowns worldwide, which decelerated the economic growth of India to 6.7%. While the market witnessed a sharp slowdown in new investments, the rise in inflation and high interest rates led to cancellation and delay of many planned projects of Corporate India. To counter this negative fallout of the global economic slowdown, the Indian Government infused boosters to the economy by providing stimulus packages which supported to ease the scenario to a considerable extent and prevented the economy from getting into a spiral downturn and propped the GDP growth to 6.7% as against 9% growth rates in the immediate previous three years.

During an adverse economic scenario, your Company posted a Rs.6,070 lacs profit after tax for the year ended December 31, 2009 compared to Rs.7,735 lacs profit after tax for the year ended December 31, 2008. Income from operations for the year ended December 31,2009 was Rs. 90,523 lacs, compared to Rs.97,447 lacs for the year ended December 31, 2008.

In the year 2009, your Company completed 26 years of leading, innovating and delivering the qualitative services to the Indian trade and commerce. The Company focused on organic growth in the areas of product development, improved features and transit time and enhanced reach. During the year, your Company incessantly concentrated on its core Air Products, i.e. Domestic Priority and Dart Apex, while building on Dart Surfaceline to offer customers one-stop domestic express solutions and simultaneously aimed to grow its international express revenue. Your Company launched the Cash-on-delivery feature, Smart Box on Ground Express and the Time Definite Products viz; Domestic Priority 1030 and Dart Apex 1200. Your Company also customised its products to meet specific needs and rolled out certain additional and an innovative DHL international products and services viz; Express Pallet, Economy Select, Duties and Taxes Paid, Shippers Interest Insurance and Pre-Paid University Express.

The strategy is to build on the Air Express business where your Company already has a formidable presence while expanding the Ground Services and capturing further market share.

Your Company has been certified to the ISO 9001 standards since 1996 and has been successfully re-certified in September 2008 for 3 years, to the new global ISO 9001-2000 standards for "design, management and operations of countrywide express transportation and distribution services within the Indian sub-continent and to international destinations serviced through multinational express companies."

Your Company has been recently certified and upgraded to the latest ISO 9001 : 2008 standards.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- per equity share of Rs.10/- each.

Your Directors wish to conserve resources for future expansion and growth of the Company.

The dividend, once approved by the members at the ensuing Annual General Meeting, will be paid out of the profits of the Company for the year and will sum up to a total of Rs. 277 lacs, including dividend distribution tax, as compared to Rs. 277 lacs in the previous year.

TRANSFER TO RESERVES

This year, your Company does not propose to transfer any amount to General Reserves. An amount of Rs.36,221 lacs is proposed to be carried forward to Profit and Loss Account.

OPERATIONS REVIEW

Your Company is South Asias premier courier and integrated express package distribution Company and offers secure and reliable delivery of consignments to over 21,000 locations in India and to over 220 countries worldwide through its Sales Alliance with DHL Express (India) Pvt. Ltd.

Your Company, today, stands as the unrivalled leader in the domestic express industry. Blue Dart stands as the dominant leader in the domestic air express industry and commands a 43% market share. In the ground segment, your Company garnered a market share of 8%. Your Company since inception invested in building an infrastructure which remains unmatched in the country and in South Asia region. Your Company has an extensive reach across the complex Indian geography and beyond, domestic transit hubs/ warehouses, a fleet of four Boeing 757s and three Boeing 737s freighter aircraft offering a revenue payload of 300 tonnes per night, a flotilla of over 5,412 vehicles, 300 facilities, 52 domestic warehouses and 10 express hubs and over 6,000 committed and trained employees driven by a unified passion of delivering service excellence and value.

During the year under review, your Company carried over 772.65 lacs domestic shipments and over 7.18 lacs international shipments weighing over 267,000 tonnes.

AVIATION SYSTEM

The Companys ACMI Contract with Blue Dart Aviation Limited, its Associate Company for dedicated air carriage capacity supported in sustaining Blue Darts leadership position despite turbulence in the Indian aviation segment giving an edge to its service capability and service quality vis-a-vis other players in the business.

Blue Dart Aviation Ltd. posted an excellent technical despatch reliability (TDR) of 98.99% for the B737 and 99.28% for the B757 fleet, with an overall TDR of 99.19%, during the year.

With the volume growth being low due to the slowdown which impacted the domestic movement of loads, your Company restructured its routing and discontinued the Ahmedabad - Delhi - Ahmedabad route for part of the year. During the year, Blue Dart Aviation Ltd., successfully carried out in-house four numbers of C checks on our B737 and B757 freighters.

Blue Dart Aviation Ltd. has been allotted space at Delhi International Airport Ltd. (DIAL), GMR Hyderabad International Airport Ltd. (GHIAL) and at Kolkata Airport. The construction of these facilities is progressing well. The Company proposes to move to DIAL, GHIAL and Kolkata facilities by the first quarter of the year 2010.

FACILITIES / INFRASTRUCTURE

During the year, your Company added 13 new and 10 replacement facilities, taking the total number of facilities to 300, with a total area of over 13.4 lacs sq.ft. across the country. Your Company plans to further strengthen its infrastructure, including its air and ground fleet.

The Companys integrated facility of 220,757 sq.ft. at the Bengaluru International Airport Ltd. (BIAL), along with DHL Express and Blue Dart Aviation Ltd. has been functioning well. This facility provides faster clearance and seamless handling of in-bound and out-bound international and domestic shipments which has strengthened the unparalleled global and domestic delivery network of DHL Express and Blue Dart Express Ltd.

During the year, your Company moved to its new warehouse having an area of 182,326 sq.ft. out of which 75,000 sq.ft. is allocated for Operations. This warehouse named National Highway Hub (NHH) is located at Bilaspur (District: Gurgaon) in Haryana on National Highway no. 8 connecting Jaipur-Delhi and is in close proximity to KMP (Kundali- Manesar-Palwal) Express Way/ Trade Corridor. The warehouse, having 41 docking bays, has been built to suit your Companys operational requirements.

The Company proposes to carry out joint operations of Blue Dart Express Ltd. and Blue Dart Aviation Ltd. from an airside space allotted at Kolkata and this joint facility would provide for synergies resulting in better offerings to the customers.

During the year, the Company opened a warehouse at Guindy (GWH) on Chennai - Bangalore Highway. This warehouse is well connected to the Chennai- Bangalore highway, Grand South Trunk Road (South TN) and Kolkata Highway. Guindy Warehouse has 13 loading/ unloading bays with 23,000 sq.ft. of constructed warehouse apart from 10,000 sq.ft. area for vehicle docking.

This focused approach in terms of infrastructure facilities provides us a huge entry barrier shield in terms of first mile to last mile services.

FINANCE

The Companys New Financial Accounting Package viz; mPower implemented last year has been successfully integrated, specially customised and enhanced to suit the Companys complex requirements and for better and efficient Accounting Systems. This Financial Accounting Package is an integrated Central Package and ensures single source of data for majority of the financial MIS. It is a centralised, integrated, secure, robust and user-friendly package that has enhanced quality and integrity of data. The implementation of mPower has resulted in cost, time savings and productivity increase. The system provides information and intelligence on a real-time basis.

Your Company has a healthy financial position and continues to enjoy "zero-debt" status.

During the year, your Company managed its surplus funds efficiently by investing into various high rated debt schemes (liquid category) of mutual funds for optimum working capital management. Liquidity in the Balance Sheet requires to be balanced between earning adequate returns and the need to cover adequate financial risk. Companys internal accruals adequately supported working capital requirements, capital expenditure and dividend payments.

During the challenging times, in the global and domestic market, your Company efficiently managed its working capital, which is the best in the industry and within the benchmarks laid down by the Global Parent Group.

The Companys Earning Per Share declined by 22% during the year to Rs.25.58 per share as compared to Rs 32.60 per share for the previous year, primarily on account of the global economic slowdown.

CREDIT RATING

Your Company continues to enjoy the highest credit quality rating for its commercial paper programme/ short-term debt programme:

1. "A1+" (A one plus) assigned by ICRA Ltd. (an Associate of Moodys Investors Service) for Companys commercial paper/ short-term debt programme of Rs. 2,500 lacs (outstanding - nil). The rating indicates highest credit quality for the short term instruments.

2. "F1+(ind)" (F one plus (ind)) assigned by Fitch Ratings India Private Ltd. for the Companys short-term programme of Rs. 3,000 lacs (outstanding - nil), indicating the strongest capacity of timely payment of its financial commitments.

ICRA has assigned LAA (L double A) (long term rating) to the Companys Bank limits (working capital) of Rs. 3,615 lacs (including fund based and non- fund based limits). The rating indicates the high credit quality rating to long term debt instruments. ICRA also assigned A1 + (A one plus) (short term rating) for the said limits. The rating indicates highest credit quality rating assigned by ICRA to short terms instruments and carries lowest credit risk.

SUBSIDIARY AND ASSOCIATE COMPANY

The audited statements of accounts for the year ended December 31, 2009 of Concorde Air Logistics Ltd., the Companys Wholly-Owned Subsidiary, together with the reports of Directors and Auditors, as required pursuant to the provisions of Section 212 of the Companies Act, 1956, are attached.

The Consolidated Financial Results represents those of Blue Dart Express Limited and its Wholly-Owned Subsidiary, viz. Concorde Air Logistics Ltd. and its Associate Company, Blue Dart Aviation Ltd. The Company has consolidated its results based on the Accounting Standard on Consolidation of Financial Statements (AS-21) and Accounting Standard on Accounting for Investments in Associates in Consolidated Financial Statements (AS-23) issued by the Institute of Chartered Accountants of India.

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

As you are aware, DHL Express (Singapore) Pte. Ltd. holds 81.03% of the Equity Capital of the Company. The acquisition of majority shares by DHL Express (Singapore) Pte. Ltd., during the year 2005 provides the Company and its customers with a firm strategic advantage. The service offerings that would emanate from both organisations cover the entire spectrum of distribution within India and, between India and the rest of world. Blue Dart is a leading brand in the country with unmatched domestic network, infrastructure and people. DHL is an acknowledged global leader with a strong and long-standing presence in India. Together, both present a powerful backbone to business and trade success for India and its trading partners.

Globally, the year 2009 was a challenging year for Deutsche Post DHL. However, to protect profitability, Deutsche Post DHL promptly focused on cost efficiency and restructuring in its divisions. Deutsche Post DHL has re-aligned its course and invested for the future in two important ways; by creating lean, resilient structures for an unpredictable economy and by laying the groundwork for long-term growth in the key industries and markets.

OUTLOOK FOR THE FUTURE

Your Company is ideally placed in the Indian market to facilitate trade and commerce in our country, with trained and committed force of over 6,000 people, latest state-of-the-art technology, integrated air and ground infrastructure, wide geographical coverage to support Indias growth and development, distribution and third party iogistics and supply-chain management needs of the industry.

The Indian economy, with its strong fundamentals, has managed to tide over the global downturn with greater resilience than many other countries, as indicated by its GDP growth. Going forward, many economists believe that the economic recovery will be driven by a new phenomenon - growing consumer spending in emerging markets, with India at the forefront.

The Indian economy is well on its way to recovery and as projected by the Finance Minister, Indian economy is expected to grow by 7.5- 8.0% in the current fiscal. The strong IIP growth from November 2009 till January, 2010 is reflective of the improving consumer confidence and the impact of the government stimulus package on demand, even as the low base effect also continues to play a role. With inflationary pressures building up at the initial stages of recovery in the domestic economy, choosing the right time for withdrawal of the fiscal and monetary stimulus remains a major challenge for the policymakers. As per the India Economic Outlook Report by Organisation for Economic Co-operation and Development (OECD), inflation is projected at 7.3 percent growth in 2010 and 7.6 percent in 2011. Retail inflation, which pinches consumers the most, is pegged at 7.1 percent in 2010 and at 6.2 percent in 2011. It indicates that the economic momentum is strengthening.

In 2010, your Companys key focus areas would be Sales Development and Productivities, Service Quality Enhancement, Loyal Customers, Profitability and Motivated People.

Your Company would continue to focus on cost efficiency measures and aim at an overall financial discipline. Your Company firmly believes that while focus on driving core revenues and keeping costs down is important, success would be achieved by ensuring that service quality through our highly engaged and passionate people remains of the highest order.

Your Company plans to consolidate its position in the ground express services without losing commitment to its air express products, which would continue to be one of its key offerings. Your Company foresees both the products complimenting each other and thereby enabling the Company to acquire maximum market share. With increased government focus on infrastructure, Tier 2 and Tier 3 cities are developing faster than earlier. There are 71 cities in India with a population of more than 1 million and reaching out to these cities require good connectivity, both, in air and on road. In an increasingly competitive environment, cost centre management is a prime focus area and an increased reach and transit times are potent arsenals for reduced costs. The emergence of SEZs, EPUs and IT parks also present exciting prospects for our new service offerings. The focus is on reducing lead times and enhancing accuracy as regards delivery time across modes of delivery.

Your Directors look forward to improved performance over the coming years.

AWARDS AND RECOGNITIONS

Our innumerable efforts in the pursuit of endless excellence were recognised throughout the year 2009. Your Company won serveral awards to validate its Brand Equity and Leadership, Human Resource Philosophy, Operational Efficiency and Corporate Governance and it is heartening to note that numerous industry bodies and customers validate our stupendous efforts.

Blue Dart was honoured with the Indys Brand Leadership Award, Gold Medal award for Blue Dart and Glory of India award for its Managing Director by the Institute of Economic Studies, Leader in Prestige and Quality 2008.

We were voted a Superbrand, fifth time in a row. For the fourth consecutive year, we became the recipient of the Readers Digest Most Trusted Brand Gold Award.

Your Company was honoured with the Best Express Provider of the Year at the 3rd Express Logistics & Supply Chain Awards, the Market Leadership Award by the CMO Council, EDGE Award for innovations in optimising the customer experience in real-time.

Your Company was conferred with the "Amity HR Excellence Award" for the year 2009 and was also honoured with the Best Employer Brand Award 2009.

Mr. Anil Khanna, Managing Director, was awarded an Outstanding Entrepreneur of the Year at the Asia Pacific Entrepreneurship Award 2009 by Enterprise Asia for showing outstanding tenacity, perseverance and courage in the business, while Mr. Ketan Kulkami, Head-Marketing, Corporate Communications and Sustainability was awarded Pride for Profession and the CMO council Best CMO of the year Award conferred by the Global Jury at the 1st CMO awards and Conference in Indore.

DIRECTORS

During the year, Mr. Daniel McHugh, Nominee Director of DHL Express (Singapore) Pte. Ltd., tendered his resignation as a Director with effect from June 2, 2009. The Board accepted his resignation and placed on record, its sincere appreciation and thanks for his valuable contribution during his tenure as a Director of the Company. Consequently, Mr. Christopher Ong, an Alternate Director to Mr. Daniel McHugh, ceased to be a Director with effect from June 2,2009 under the statutory provisions of the Companies Act, 1956.

Mr. Christopher Ong, a nominee of DHL Express (Singapore) Pte. Ltd., was appointed as an Additional Director of the Company with effect from June 2, 2009.

Mr. Christopher Ong holds office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice under the provisions of Section 257 of the Companies Act, 1956, for the appointment of Mr. Christopher Ong as a Director of the Company. The resolution seeking approval of shareholders for his appointment has been incorporated in the Notice of forthcoming Annual General Meeting along with brief resume of Mr. Christopher Ong.

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Sharad Upasani, Director, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors, viz. Mr.Sharad Upasani, Mr. Malcolm Monteiro and Mr. Suresh Sheth.

The Chairman of the Committee is Mr. Sharad Upasani.

Mr. Tushar Gunderia, the Company Secretary, acts as the Secretary to the Audit Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement pertaining to corporate governance norms.

The permanent invitees to the Audit Committee are Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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) that the Directors 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) that the Directors have prepared the annual accounts on a going concern basis.

LISTING ARRANGEMENT

The Companys equity shares are listed on The Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid its Annual Listing fees to the above stock exchanges for the Financial Year 2009- 2010.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Company adheres to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and has implemented all the stipulations as prescribed.

In recognition of a good Corporate Governance practices adopted by the Company, Blue Dart, for the third time in a row, was selected as one of the top 25 Companies adopting good Corporate Governance practices by The Institute of Company Secretaries of India. This validates the high standards of Corporate Governance adopted by your Company.

A separate Section on Corporate Governance, along with a certificate from the Auditors confirming compliance is annexed and forms part of the Directors Report.

Management Discussion and Analysis Report also forms an integral part of this Report and is set out as a separate section to this Annual Report.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to Corporate Governance norms, Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Finance Director & Chief Operating Officer, have certified inter-alia, about review of financial statements and establishing and maintaining internal controls for financial reporting for the year ended December 31, 2009. The said certificate forms an integral part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956.

AUDITORS

The Statutory Auditors, M/s. Price Waterhouse, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that their re-appointment, if made, will be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

The Board of Directors recommends re-appointment of M/s. Price Waterhouse as Statutory Auditors of the Company subject to necessary approval from the Shareholders of the Company.

HUMAN RESOURCE DEVELOPMENT

Employees are the backbone of a good organisation and to motivate them to achieve greater heights, your Companys Human Resources Department (HRD) undertook several initiatives towards their development, enhancement and retention.

"People First" policies have always been an integral part of the core values of Blue Dart. The highly motivated and passionate employee environment was amply reflected in the online Employee Satisfaction Survey with Pride in working for Blue Dart which remained the highest scoring dimension having a mean score of 4.82 (on a scale of 1 to 5).

In difficult economic and business scenario of 2009, the Company emphasised on conducting regular feedback through "Open House" sessions across the organisation and introduced the "Team Brief, a new initiative, to strengthen the internal communication mechanism and align the employees on a regular basis on organisational performance, strategies and initiatives adopted by the organisation to meet the challenges.

In 2009, as part of building customer centricity, Companys HR Department introduced "Delivering Smiles" module for the frontline staff and 705 personnel were imparted training through in-house and internal trainers. Few of the other major training initiatives were Key to Personal Effectiveness, You can make the difference - Customer Service Training,Self Awareness and Personal Effectiveness, Counter Handling (Retail Training), Package Handling etc. With the deployment of internal trainers as above, training man days of 3.5 days was achieved in 2009. In order to develop positive energy, informal bonding and fun at work place, HRD also initiated number of People initiatives viz; Fashion show, Painting competition for children, Picnics, Cricket tournament, Dandiya competition, Anniversary celebrations, Christmas celebration etc.

EMPLOYEES

Information on the particulars of employees remuneration as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the report and accounts 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.

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

The particulars regarding foreign exchange earnings and expenditure are annexed hereto as Annexure "A" and forms part of this Report. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors Rules, 1988) are not applicable.

CORPORATE SOCIAL RESPONSIBILITY

Your Company as a socially responsible corporate has undertaken numerous steps to give back to the society, in whatever small way it can.

Blue Darts commitment towards community causes has been unwavering since its inception in 1983. The organisation completed 26 years in November, 2009. Blue Dart as a socially responsible corporate has an in-house sustainability team responsible for identifying and addressing various sustainability issues and supporting initiatives that make the world a better place for future generations. As part of the DHL Group and in line with its CSR platform, Blue Darts major focus areas are:

Education (Go Teach)

Environment (Go Green)

Disaster Management Response (Go Help)

DHL and Blue Dart jointly organised Volunteer Day 2009 on 5th September 2009 to promote the spirit of volunteerism amongst its employees in India. Over 2,000 DHL and Blue Dart volunteers in 8 major cities and 31 sites across India participated in 21 volunteering activities.

During the year, 14 blood donation drives (Saving Lives) were held at Blue Dart and DHL facilities, which resulted in collection of approx. 275,000 ml. of blood in 800 bottles that supported over 2,400 lives. Nearly 8 tons of reusable materials were collected through a unique resource mobilisation drive for donation to the underprivileged and needy. Other initiatives undertaken were clean up drives, mending toys for underprivileged children, sapling plantation and visiting charity homes for children and elder citizens, in which our volunteers cleaned, entertained and donated useful items to the beneficiaries.

The Company also volunteered to facilitate free movement of shipments containing clothes, books, tooth brush, tooth paste and other hygiene products, from Mumbai to underprivileged students in Nagai village, Tamil Nadu.

The Company also organised Help a Child initiative to mobilise resources from across the regions and gave gifts to deprived children during the festive season of Christmas, 2009. The gifts comprised 20 bags of donations - clothes, woolen clothes, toys, books, stationery, bags, shoes, lunch boxes, water bottles, soaps, shampoos, toothpaste, etc. It was distributed in 6 orphanages catering to around 400 children, between 3rd to 6th January 2010.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its sincere appreciation for the excellent support and co-operation extended by the customers, suppliers, banks, financial institutions, solicitors, advisors, the Government of India and concerned State Governments and other government departments and authorities for their consistent support and co-operation to the Company.

Your Directors also wish to place on record their deep appreciation for the exemplary contribution of the employees at all levels.

The enthusiasm and unstinting efforts of the employees enabled the Company to remain as a leading player in the Express Industry.

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

For and on behalf of the Board of Directors,

Sharad Upasani Anil Khanna Chairman Managing Director Malcolm Monteiro Suresh G. Sheth Director Director

Mumbai, February 23, 2010

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