DIRECTORS' REPORT

To the Members,

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

In the year 2014-2015, the Company had issued and allotted 166,095,538 Series I, 94,911,736 Series II and 71,183,802 Series III, Unsecured Redeemable Non-convertible Fully Paid Bonus Debentures of Rs. 10 each, aggregating to Rs. 33,219 lacs to its shareholders by appropriating Surplus in the Statement of Profit & Loss through a Scheme of Arrangement approved by the Hon'ble High Court of Mumbai and other Statutory authorities.

REVIEW OF PERFORMANCE

Your Company posted a profit after tax of Rs. 18,988 lacs for the year ended March 31, 2016 as compared to Rs. 12,684 lacs for the year ended March 31, 2015. Income from operations for the year ended March 31, 2016 was Rs. 255,386 lacs as compared to Rs. 226,850 lacs for the year ended March 31, 2015.

With an optimised dedicated air and ground network coupled with cutting-edge technology, your Company continues to be South Asia's premier air and integrated transportation, distribution and logistics Company. It also offers a wide range of innovative and simplified solutions across industry verticals. Your Company's commitment to deliver excellent service quality, high customer satisfaction and innovative methods to enhance its service offerings, has been persistent.

Your Company is the undisputed market leader in organised air express and a leading player in organised ground express and has been servicing the e-tailing industry ever since its emergence in India. Your Company has commenced operations at its e-fulfillment centres at Delhi NCR (Gurgaon) and at Bengaluru specifically for the e-tailing industry.

Your Company has an impeccable service record driven by a motivated and 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 focus on environmental and social responsibilities.

Your Company has invested extensively in technology infrastructure to create differentiated delivery capabilities, quality services and customized solutions for the customers. Your Company's Information Technology remains one of its key differentiators. The use of technology has minimized cost and innovative offerings have driven successful efforts of the Company to provide Indian customers high quality service.

In 2015, your Company introduced Blue Dart's Facebook page, Twitter handle and further enhanced its presence on Google+ and YouTube and thereby strengthened its vision on Blue Dart's Digital Transformation.

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

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

Your Company is certified to the ISO 9001 standards since 1996 and successfully re-certified itself in September 2014 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 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.

DIVIDEND

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

The Dividend on Equity shares, once approved by the members at the ensuing Annual General Meeting, will sum upto a total of Rs. 8,567 lacs (including Dividend Distribution Tax) resulting into a payment of 45.1% of the unconsolidated profits as compared to total dividend (including deemed dividend and Dividend Distribution Tax thereon) of Rs. 45,760 lacs in the previous year.

INTEREST ON DEBENTURES

During the year, Company paid Interest on Unsecured, Redeemable, Non-Convertible, fully paid up Debentures aggregating to Rs. 3,113 lacs.

TRANSFER TO DEBENTURE REDEMPTION RESERVE

During the year, the Company has created provision of Rs. 2,333 lacs (previous year - Rs. 972 lacs) in respect of Unsecured, Redeemable, Non-Convertible, fully paid up Debentures issued in November 2014 aggregating to Rs. 33,219 lacs in accordance with the requirements of the Companies Act, 2013.

OPERATIONS REVIEW

Your Company is South Asia's premier air and integrated transportation, distribution and logistics Company, offering secure and reliable delivery of consignments to over 34,683 locations in India. As part of DPDHL Group, your Company accesses the largest and most comprehensive express and logistics network worldwide through DHL, covering over 220 countries and territories and offers an entire spectrum of solutions.

Your Company is a flexible, innovative and an agile organisation offering solutions to all sectors across the express logistics supply chain in the country, be it the traditional businesses such as Banking, Financial Services and Insurance (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 capacities up to 504 tonnes per night, a flotilla of over 9,185 vehicles, 515 facilities and over 10,000 committed and trained Blue Darters driven by a unified passion of delivering service excellence and value.

Your Company carried over 1,594.79 lacs domestic shipments and over 8.94 lacs international shipments weighing more than 595,623 tonnes during the financial year ended March 31, 2016.

FACILITIES / INFRASTRUCTURE

During the year, your Company added 45 new and additional facilities and 17 replacement facilities taking total number of facilities to 515, with a total area of over 2,982,637 sq.ft. across the country including 36 central processing units for e-tailing shipments. The Company has also set up and added hubs at various locations viz; Turbhe, Kandivali, Vapi, Bhopal, Velappanchavadi, Uppal, Kona, Jaipur 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 Limited (BDAL), a subsidiary company for dedicated air carriage capacity which has ensured strong support in sustaining Blue Dart's leadership position through its unique network with a fleet of six Boeing 757-200 aircraft.

During the year, the Company has increased its stake in BDAL from 49% to 74%, and consequently BDAL has become a subsidiary of your Company. The Company has received repayment of Rs. 3,208 lacs (Previous year Rs. 6,943 lacs). As at March 31, 2016, the outstanding loan balance is, Rs. 9,348 lacs (Previous year Rs.12,556 lacs) of which Rs. 3,911 lacs (Previous year Rs. 3,208 lacs) 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.

During the year, BDAL operated 294 day flights in addition to the scheduled night operations to handle additional loads within limited resources and significantly contributed to your Company's operations. BDAL has also augmented its existing fleet of five Boeing 757-200 freighters with an addition of one Boeing 757-200 in March 2016, to meet the growing demand and improve upon service quality.

BDAL has delivered an 'On Time Performance' of 89.79% and 'Technical Dispatch Reliability' of 99.46%, which is the best in the industry despite an average fleet life of 21 years.

FINANCE

Your Company's financial position continues to be strong with an adequate liquidity to meet the Company's strategic objectives.

CASH FLOWS

During the year, the Company has generated robust net cash of Rs. 27,001 lacs from its operations as against Rs. 15,335 lacs in the preceding financial year. This cash was partially deployed in the Capital Assets, Strategic Investments, Debt Servicing and for payment of dividend during the year.

WORKING CAPITAL MANAGEMENT

Despite a challenging, uncertain and adverse Global and Local macroeconomic scenario, your Company continues 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 into various high rated debt schemes (liquid category) of mutual funds / fixed deposits with Banks for optimum working capital management. Liquidity in the Balance Sheet requires to be balanced between earning adequate returns with covering financial risk. The Company's growth has been entirely fuelled 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, 2016 stood at Rs. 80.02 per share as compared to Rs. 53.46 per share for the previous year ended March 31, 2015.

CREDIT RATING

Your Company continues to enjoy high credit quality 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 assigned "[ICRA] AA" (stable) rating and "IND AA" rating respectively for Company's Unsecured, Non convertible Debenture of Rs. 33,220 lacs.

2. "[ICRA] A1+" (ICRA A one plus) assigned by ICRA Ltd. for the Company's commercial paper / short-term debt programme of Rs. 2,500 lacs (outstanding - Nil). The rating indicates very strong degree of safety regarding timely payment of 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 lacs (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) assigned by India Ratings and Research Private Ltd. for the Company's short-term debt programme of Rs. 3,000 lacs (outstanding - Nil), indicating the strongest capacity of timely payment of its financial commitments.

SUBSIDIARY COMPANIES

During the year, after receipt of approval from the Foreign Investment Promotion Board (FIPB), the Company acquired 5,040,000 and 960,000 Equity Shares of Blue Dart Aviation Ltd. (BDAL) on June 22, 2015 and July 29, 2015 respectively and thereby enhanced its shareholding in BDAL from 49% to 74%. Consequently, BDAL became a subsidiary of the Company with effect from June 22, 2015.

The Audited Financial Statements for the year ended March 31, 2016 of Concorde Air Logistics Ltd., the Wholly-owned subsidiary company and of Blue Dart Aviation Ltd., the subsidiary company, to the extent of 74% shareholding of the Company into BDAL for the year ended March 31, 2016 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 AOC-1 is appended as an 'Annexure A' to the Board's Report. The statement also provides the details of performance and financial position of subsidiary company.

The Consolidated Financial Results represents those of the Company and its wholly-owned subsidiary viz. Concorde Air Logistics Ltd. and subsidiary company viz; BDAL to the extent of 74% shareholding of the Company into BDAL. The Company has consolidated its results based on the Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) in respect of Consolidation of Financial Statements (AS-21) and Accounting for Investments in the Associates in the Consolidated Financial Statements (AS-23).

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 website of the Company viz; www.bluedart.com.

The web link of the said Policy is BlueDart/files/Bluedart_PolicyonMaterialSubsidiary.pdf.

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

DHL Express (Singapore) Pte.Ltd., holds 75% of the Equity Capital of the Company. 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 between India and the rest of the world. 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 more with the support of our group Companies viz; DHL Express (India) Pvt. Ltd., DHL Supply Chain (India) Pvt. Ltd. and DHL Logistics Pvt. Ltd., the India Steering Committee made significant progress in the past year to maximise synergies amongst cross business functional units with the focus on improving infrastructure, service quality and cost efficiencies.

OUTLOOK FOR THE FUTURE

The proposed Goods and Service Tax (GST) is expected to bring in more efficiency, reduce multiple taxes as and when implemented. Inter-state sales transactions would become tax neutral making entire country one single common market. Logistics companies would therefore see a major change in the areas of transportation of goods and location of warehouses, improved distances cover per day and consolidation of warehouses.

Your Company is optimistic about the growth of select sectors viz; life sciences and healthcare, automotive, consumer durables, banking & financial services, computer/IT, e-tailing etc. which are largely domestic consumption-driven. The Company will continue its focus on product innovation and service enhancements and registering good growth numbers by partnering in their growth. The SME sector is also a good avenue for growth and the Company has been extensively partnering the sector in its growth through customized products and solutions and increased connectivity to markets.

Your Company is geared to face challenges for the Year 2016-2017. Your Directors look forward to improved performance over the coming years.

AWARDS AND RECOGNITIONS

Our innumerable efforts in pursuit of endless excellence were recognized throughout the year ended March 31, 2016 and our position as an industry leader was only re-iterated by accolades received from several industry bodies and customers. Your Company won several awards which validate its Brand Equity, Leadership, Human Resource Philosophy, Customer Service, Retail and Corporate Social Responsibility and it is heartening to note that numerous industry bodies and customers validate our stupendous efforts.

Efforts made by your Company gained wide recognition. 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, ranked at 81 in Business World - Fastest Growing Companies - The Welter Weights (Rs. 1,000 Cr to Rs. 4,999 Cr), voted as a superbrand for the 8th consecutive time and Reader's Digest Most Trusted Brand Award for the 10th consecutive time, Air Cargo Terminal Operator at the ICC Supply Chain & Logistics Excellence Awards 2016, Effective Retail through Supply Chain Award by Asia - Africa GCC Awards for Retail Excellence, Best Customer Service in Logistics at the National Award for Excellence in Customer Service, Global HR Excellence - Organization with Innovative HR Practices' award at the World HRD Congress, Best India Investment 2016 by APAC Insider Investment Awards, 'Express Cargo Service Provider' by ET Logistics Awards (Knowledge Partner KPMG), Brand Excellence Award in Logistic Sector by ABP News Brand Excellence Awards, Best Courier & Package Distribution Company 2015 - India at the Business Awards 2015, hosted by Wealth & Finance International, UK., Best Express Service Provider of the Year - Domestic at the '9th Express, Logistics & Supply Chain Leadership Awards', India's No. 1 Brand by No. 1 Brand Awards 2015 and Exemplary Position in Supply Chain and Logistics in Express/Courier Category by Supply Chain & Logistics Excellence (SCALE Awards). Your Company was also recognized for its sustainability initiatives with awards such as Best Corporate Social Responsibility Practices' award at the 10th Indy's Awards, Lions CSR Precious Award 2016 by International Association of Lions Club and Rotary Club of Mumbai Malabar Hills felicitated the Company for generous contribution made to St. Jude India Child Care Centres in setting up of a cancer centre for children. The Company also featured in the Fortune 500 list of India's Largest Corporations, listed as one of India's Super 50 Companies by Forbes India, ranked at 116 in BT 500 - India's Most Valuable Companies, up from 143 in 2014, ranked at 393 in ET 500, up from 411 in 2014 and ranked at 302 in the BW Real 500 (Non-financial Companies), a study conducted by Business World and KPMG to name a few.

Mr. Anil Khanna, Managing Director, was conferred with several distinguished awards which include Life Time Achievement Award by LOKMAT Corporate Excellence Awards, Global HR Excellence Awards - Lifetime Achievement Award at World HRD Congress and Supply Chain Visionary of the Year by ET Logistics Award (Knowledge Partner KPMG) etc. He was also felicitated with an award at 'The Global Leadership Research Conference 2016' for his contribution in Logistics sector.

Mr. Yogesh Dhingra, CFO & COO, has been a recipient of several prestigious awards this year which includes CFO of the Year & One of the Most Influential CFOs of India by the Chartered Institute of Management Accountants (CIMA), 'CFO India League of Excellence' by CFO 100 , 'Best CFO of the Year' by indiasgreatest.com - The Greatest Corporate Leaders of India, 'CFO of the Year' by Thought Leader Awards and 'Best CFO of an MNC' (mid-sized companies) by 4th Business Today.

DIRECTORS

During the year, Mr. Thomas Kipp (DIN: 06921955), CEO of DHL e-Commerce and Ms. Bettina Staffa (DIN: 06963668), CFO of DHL e-Commerce were appointed as Directors of the Company in the Annual General Meeting of the Company held on July 29, 2015.

Mr. Clyde Cooper (DIN: 00382001) tendered his resignation as a Director with effect from October 21, 2015. The Board of Directors accepted his resignation and placed on record the immense contribution of Mr. Cooper during his tenure with the Company for more than 32 years. The Board of Directors tendered its deep appreciation to Mr. Cooper and wished him the very best in all his future endeavours.

In accordance with the provisions of Companies Act, 2013, and Articles of Association of the Company, Mr. Malcolm Monteiro (DIN :00089757), 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 the criteria of independence laid down in 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, 2016. The details of Board Meetings and attendance of Directors are provided in the Corporate Governance Report.

AUDIT COMMITTEE

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

Mr. Anil Khanna, Managing Director; Mr. Yogesh Dhingra, CFO & COO, the 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 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, during the year, your Company engaged M/s. KPMG for review of the Internal control frame work and based on advice received from KPMG, Company has rolled out Risk Control Matrix for each of the processes.

DOWNSTREAM INVESTMENT

As regards 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 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 engaged the 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, Head - Internal Audit, 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 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 familiarization programme for the 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 familiarization 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 Chairman of the Committee and Mr. Anil Khanna and Mr. Malcolm Monteiro as members of the Committee.

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

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

CSR INITIATIVES / CSR POLICY

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

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

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

In accordance with the provisions of Section 135 of Companies Act, 2013 and Companies (CSR Policy) Rules, 2014, the Company has formulated and posted CSR Policy on website 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 attached as 'Annexure B' to this Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Mr. Surendra Sheth as Chairman 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 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 enhanced scope and functioning. The Stakeholders Relationship Committee comprises of Mr. Surendra Sheth as Chairman of the Committee and Mr. Anil Khanna as member of the Committee.

RISK MANAGEMENT

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

The Company has formulated Risk Management Policy which provides an overview of the principles of risk management, explain approach adopted by the Company for risk management, define the organizational structure for effective risk management, develop a "risk"

culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions, 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 Company's human, physical and financial assets.

The Risk Management Committee maintains comprehensive oversight on risks attributed to the organization 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.

The 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.

The 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 on 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.

Pursuant to Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party transaction with the Company's subsidiary viz; BDAL is a material transaction and has been placed before the shareholders for their approval at the ensuing Annual General Meeting for availing services of BDAL pursuant to ACMI Agreement with effect from October 1, 2016 to September 30, 2017 and to continue existing transactions viz;, Loans, Corporate Guarantees, Payload Deposit and Investment.

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

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

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> Disclosuresfinal.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 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. 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 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 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 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 conclusion of the Twenty Fifth 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.

The Auditors' Report for the financial year 2015-16, 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, 2016.

The Report of the Secretarial Audit Report is annexed herewith as an 'Annexure D'.

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, are annexed herewith as an 'Annexure E'.

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

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

The Company's Equity Shares and Unsecured, Redeemable and Non-Convertible Debentures are listed on the BSE and NSE. The Company has paid its Annual listing fees to the stock exchanges for the Financial Year 2016-2017.

The Company 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 message on insider trading and to strengthen 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.

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. 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, 2016. 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 as per people requirements for effective partnership. In the year 2015, taking forward this legacy, to enhance the focus on long term and short term objectives, the Human Resources function adopted HR initiatives as part of HR strategy for preparing the employees to contribute towards Strategy 2020 through structured personal development and organizational effectiveness measures.

Some of the highlights of key areas on which HR laid emphasis and achieved results were viz; Employee Morale & Motivation, Performance Management, Succession Planning & Executive Development Review, Competency Development, Employee Wellness and Well Being, Work-Life Balance Initiatives etc.

The Employee Satisfaction Survey (ESS) survey in 2015 was conducted with a unique and strategic approach facilitated by HR under 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 ESS launch 2015. The Employee Satisfaction Survey for the year 2015 was conducted with 9313 employees participating in the survey and resulting in a survey turnout of 99.3%.

The mean satisfaction score for the year is 4.71. 'Pride for Working in Blue Dart' has a high score of 4.85 and 'My future in Blue Dart' scored 4.75 out of 5, employee engagement has also emerged as one of the highest scoring items with a score of 4.70 out of 5. 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.

Bench Strength - The Leadership Pipeline

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

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

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

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

Upstairs 2015

As part of a DPDHL's corporate responsibility strategy, UPstairs

- GoTeach Initiative that promotes equal education opportunity, 6 children of the Company's employees have been selected for Upstairs scholarship in the year 2015. The number of shortlisted students has been increased from 4 to 6 in 2015. Through the Upstairs program the Company has supported the selected employees' children with financial assistance for three years.

New Initiatives

Your Company believes in adopting new and innovative initiatives to meet the rising expectations of its internal employees. These measures in fact play a significant role in keeping the morale of the employees high in such a challenging and dynamic work environment of the Company. Following measures have been undertaken by the Company:

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

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

Darter Insights: 3 editions of Darter insights, quarterly employee communication newsletter, have been published in 2015.

PeP certification program: As part of Strategy 2020 Connect pillar, the Post-eCommerce-Parcel (PeP) division has decided to launch Certified Specialist for everything that we do 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 our managers and employees as PeP experts by end of 2020. As part of this initiative, senior management team members from the Company and BDAL attended 2 days (27th & 28th August 2015) of PeP certification training program in Frankfurt along with many other senior executives of the PeP division. Besides this, one manager from training & development has been trained and certified as Master facilitator for the PeP expert module in August 2015 in Germany.

Human Resource Business Partnering Effectiveness Survey (HRBPES): To understand the effectiveness of the current HR processes and areas of strength and improvements in the Company, the first ever HRBPE survey was conducted at the Company from 21st October to 7th November 2015. 170 Blue Darters participated in the survey resulting in a survey turnout of 83% from all functions across regions (except the HR function). This HRBPES feedback will help the Human Resources function to understand the internal customers' satisfaction, expectations and gaps and accordingly strategize their plans and actions to enhance their goals in the organization.

Employee Reward & Recognition

In order to keep the motivation of employees high and recognize outstanding work done by them, twelve employees were honored with the 'Employee of the Year' award in Singapore for their excellent contribution in 2015. 1311 employees were awarded with the on-the-spot Bravo award by individual managers for excellent work. 81 employees were awarded the prestigious Super Darter award for achievements beyond the call of duty. The Company is proud that 806 Blue Darters joined the True Blue Club, on completion of 5 years of service.

HR Awards & Accolades

Your Company won 'HR Excellence Awards for Innovation' awarded by World HRD Congress. This award was given for innovation in the field of technology and people practices. In addition to this, the Company also was awarded for the 'Most Innovative Recruiting' and 'Talent Management Program/Initiatives' by World HRD congress.

Your Company was recognized as one of Top 11 Best Employers of India by Aon Hewitt Best Employers Study in 2015. In fact, our case study on succession planning & leadership development programs to bench strength the leadership pipeline has been showcased as one of the finest examples of the best talent management practices from Asia in recent years in Aon Hewitt Best Employers Digital Library. This is a matter of great honour and prestige for the Company.

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 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, are forming part of this Report as 'Annexure F'.

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

GENERAL

ACKNOWLEDGEMENT

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.

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 Chairman DIN: 01739334

Anil Khanna Managing Director DIN: 01334483

Malcolm Monteiro Director DIN: 00089757

Surendra Sheth Director DIN: 00089981

Thomas Kipp Director DIN:06921955

Narendra Sarda Director DIN: 03480129

Mumbai,

April 15, 2016