To the Members,
Your Directors take great pleasure in presenting the Thirty Second Annual Report of
Blue Dart Express Limited ("Company" / "Blue Dart") for
the financial year ended March 31, 2023.
Please find below snapshot of the performance:
FINANCIAL RESULTS
(` in Lakhs)
Particulars |
Standalone |
Consolidated |
|
For the financial year ended March 31, 2023 |
For the financial year ended March 31, 2022 |
For the financial year ended March 31, 2023 |
For the financial year ended March 31, 2022 |
Revenues |
|
|
|
|
Service Charges |
5,17,222 |
4,40,902 |
5,17,222 |
4,41,049 |
Other Income |
5,054 |
2,847 |
3,204 |
3,079 |
Less : Operating Expenses |
4,53,996 |
3,70,525 |
4,23,473 |
3,41,070 |
Gross Profit (EBIDTA) |
68,280 |
73,224 |
96,953 |
1,03,058 |
Less : Finance Cost |
1,742 |
2,410 |
6,685 |
8,697 |
Depreciation & Amortisation |
16,664 |
16,866 |
39,448 |
39,537 |
Earnings before exceptional items and tax |
49,874 |
53,948 |
50,820 |
54,824 |
Less : Exceptional items |
- |
3,595 |
- |
3,595 |
Earnings / (Loss) before Tax |
49,874 |
50,353 |
50,820 |
51,229 |
Less : Income Tax Expenses |
13,230 |
12,709 |
13,767 |
13,008 |
Earnings / (Loss) after tax |
36,644 |
37,644 |
37,053 |
38,221 |
Other Comprehensive Income (post Tax) |
(505) |
(606) |
(705) |
(750) |
Total Comprehensive income / (Loss) for the year |
36,139 |
37,038 |
36,348 |
37,471 |
Retained Earnings |
|
|
|
|
Balance as at the beginning of the year |
83,421 |
55,874 |
75,052 |
47,072 |
Add : Profit / (Loss) for the year |
36,644 |
37,644 |
37,053 |
38,221 |
Profit available for appropriation |
1,20,065 |
93,518 |
1,12,105 |
85,293 |
Less : Appropriations/Adjustments |
|
|
|
|
Final Dividend and Interim Dividend Paid |
8,305 |
9,491 |
8,305 |
9,491 |
Dividend Distribution Tax (refund received)* |
(2,675) |
|
(2,675) |
|
Acturial loss / (gain) on remeasurement of post employment benefit obligation, net of
tax |
505 |
606 |
705 |
750 |
Balance as at the end of the year |
1,13,930 |
83,421 |
1,05,770 |
75,052 |
Note:
*Company has received a refund of the excess Dividend Distribution Tax paid on Dividend
declared to foreign entity. Refund received for financial year 2014-15 is ` 2,577 lakhs
and for financial year 2015-16 is` 98 lakhs.
DIRECTORS' REPORT
REVIEW OF PERFORMANCE
The global macro-economic outlook remains uncertain, with inflation continuing to
remain high in many key economies. Global growth is projected to fall from an estimated
3.4 percent in 2022 to 2.9 percent in 2023, then rise to 3.1 percent in 20241.
The global inflation advanced economies was accompanied by tightening monetary policy
stance, which in turn created a ripple effect in global markets. The war in Ukraine broke
out in February 2022, barely when the pandemic started receding. Global growth is slowing
sharply in the face of elevated inflation, higher interest rates, reduced investment and
disruptions caused by Russia's invasion of Ukraine. According to the World Bank's latest
Global Economic Prospects Report, global inflation is likely to be 6.6% in 2023 down from
8.8% in 2022, but at a high level with possible upside risks. Many developing countries,
particularly in the South Asian region, faced severe economic stress as the combination of
weaker currencies, higher import prices, the rising cost of living and a stronger dollar,
making debt servicing more expensive. For India, 2022 was special. It marked the 75th year
of Independence. For the Indian economy, it was a year of resilience and of successfully
navigating a challenging external environment. While the world battles geo-political
tensions and economic stress caused by untamed inflation and supply disruptions, India
continues to demonstrate admirable resilience and a growth-focused policy environment.
Indian economy is expected to grow by 6.1%2 in 2023 and by 6.8%2 in 2024.
Despite the effect of the global slowdown on exports of merchandise and services, the
service sector is expected to maintain a healthy growth rate.
In 2022, your Company achieved great acceleration in various areas impacting its
customers through better service quality, improved transit times, products & services,
reaching more cities & pin-codes. Blue Dart created new benchmarks in the industry
with improved focus and determination to be the Provider of Choice' for its
customers. The focus on customer centricity remained along with accelerated growth through
revenue and shipments and further gains in market share. As the nation embarks on the
journey to make logistics more efficient and effective, thereby improving the Logistics
Performance Index vis-a-vis developed nations, Blue Dart supports these efforts as the
Logistics Company of Bharat. Various initiatives by the Government of India, such as the
western DFC (Dedicated Freight Corridor) and fast-tracking the other 3 DFC's, Sagarmala
Project (inland waterways), Make in India (industrial clusters along logistics routes),
tech based security to reduce pilferage, scheduled trains to move goods faster etc.
further enhanced the sectoral offerings. Blue Dart remained the backbone for all its
customers of choice. Customer appreciation flowed in, as no matter what the logistics
requirement, and no matter what time or place, a Blue Darter' was always there,
being reliable, responsive and resilient. It is our people who make Blue Dart great and
the outstanding performance of all Blue Darters' helps Blue Dart remain a
Customer Trusted Brand' and a Provider of Choice'.
1 World Economic Outlook Update, January 2023 2 IMF's World Economic Outlook
update.
Keeping its, People First' philosophy at the core, Blue Dart invests heavily in
developing and nurturing Customer Centric Culture (CCC) that is driven by innovation and
digitisation. Blue Dart's USP is quick delivery and fast turnaround time, all while
ensuring that the consignee's shipment is in perfect condition. Throughout 2022-23, we
focused on enhancing Customer Centric Culture, therefore, innovation was prioritized and
accelerated.
Technology and digitalization continues to remain popular trends within the industry,
owing to their rising prominence during the pandemic. Since inception, Blue Dart has
maintained its technology leadership and continues to invest extensively in its technology
infrastructure to create differentiated delivery capabilities, quality services and
customized solutions for the customers. Our key differentiators continue to be late
pick-up and early delivery, a secured network, 24x7 visibility allowing for tracking
across the complete delivery chain, Application Programming Interfaces ("APIs")
integrated with customer requirements and other technology, mobility solutions such as
dynamic re-routing, visibility of courier movement as well as providing access to monitor
net-stops from the service centre to enhance courier and route productivity. Blue Dart
continues to innovate and create for its customers user-friendly and efficient
technological solutions. This includes Blue Dart's Contact Less Delivery Service' as
well as its My Blue Dart' mobile application.
Further, keeping its People First' philosophy, Blue Dart ensured its employees'
health and safety. During the year, Blue Dart focused on Learning and Development ("L&D")
initiatives as well as Diversity & Inclusion ("D&I") initiatives.
Blue Dart has an impeccable service record driven by a motivated and passionate team,
the testimony for which rests in the numerous awards bestowed upon Blue Dart over the
years. As a responsible corporate entity, Blue Dart continues to contribute towards
environmental and social causes that enhance and nurture the society in which it operates.
For Blue Dart, Environmental, Social and Governance ("ESG") is an
ethically driven business process that is committed to the values, aimed at driving the
Deutsche Post DHL Group's credo of `Connecting People, Improving Lives'. The Company's
philosophy of governance is to achieve business excellence and to create as well as
enhance the value for its stakeholders, thereby making a significant contribution to the
economy. The Company's governance framework reflects its culture, policies, relationship
with its stakeholders and a strong commitment to its values.
The financial year 2022-23, was a year of unprecedented challenges, but the Company's
agile business model helped your Company steer through challenges and deliver consistent
and good profitable performance for the year.
Income from operations of the Company reported for the financial year ending March 31,
2023 was ` 5,17,222 Lakhs as compared to ` 4,40,902 Lakhs for the year ended March 31,
2022. Blue Dart posted a profit after tax of ` 36,644 Lakhs for the year ended March 31,
2023, on a standalone basis as compared to a profit after tax of ` 37,644 Lakhs for
the financial year ended March 31, 2022.
3 Timesofindia.indiatimes.com 4 McKinsey & Company
Blue Dart, over the last 39 years, has centred its business around providing
individualized customer solutions to ensure exceptional service quality. Blue Dart
continued to be resilient and displayed exemplary service quality and excellence with high
benchmarks and standards in all aspects of business. Blue Dart is an undisputed market
leader in the express logistics industry in India and continues to remain one of the most
innovative, admired and awarded logistics companies of India.
With a dedicated air and ground network enhanced with cutting-edge technology, Blue
Dart continues to be South Asia's premier air and integrated transportation, distribution
and logistics company. It offers a wide range of innovative and simplified solutions
across the industry verticals coupled with dedicated air and ground network, high standard
technology architecture, value pricing, customer satisfaction, excellent service quality
and operations delivery par excellence.
The Company invested aggressively in its products and services to continue to support
customers' logistics needs even during a very challenging period. The Company also
invested in its people and its market-leading technology to position itself as a
Provider of Choice', an Employer of Choice' as well as an Investment of
Choice' for all its stakeholders.
The rapid rise in internet users and smartphone penetration coupled with rising incomes
has assisted the growth of India's e-commerce sector. India's e-commerce sector has
transformed the way business is done in India and has opened various segments of commerce
ranging from business-to-business (B2B), direct-to-consumer (D2C), consumer-to-consumer
(C2C) and consumer-to-business (C2B). Major segments such as D2C and B2B have experienced
immense growth in recent years. In the just-ended fiscal (FY23), India shipped over 4
billion e-commerce parcels. This is projected to surpass 10 billion in the next five years
(by FY28) 3, riding on growing e-commerce penetration in Tier 2+ towns, and the surge of
D2C brands across sectors. Forecast shows the logistics sector alone expanding at an
annual compounded growth rate of 8% by 2025, reaching an estimated $330 billion. Ecommerce
logistics in India is now one of the world's fastest-growing markets, expected to reach $9
billion ( 8.2 billion) by 20264. During the first wave of COVID-19, many
retailers were shutting down their stores as their revenues got hit instantly. However, it
started to adapt gradually. As per the India Brand Equity Foundation, an Indian Government
export promotion agency, online penetration of retail is expected to reach 10.7% by 2024
compared with 4.7% in 2019 due to which many retailers started working on
click-and-collect services and started partnering with logistics companies to keep their
business moving forward. As the demand for door deliveries has gone up, retailers are
facilitating the order deliveries with logistics companies to comfort companies and
retailers.
Blue Dart provides the most efficient solutions to the e-commerce industry and
customers with a seamless and unique experience. To enable digital payments, Blue Dart
enabled 16 (sixteen) digital wallets on the courier hand-held machines apart from
acceptance of credit / debit cards.
Blue Dart's online presence on the social media' platforms through its official
Facebook, Twitter, YouTube, LinkedIn and Instagram pages reached an impressive audience
base and is rapidly gathering followers, creating a stream of customers who are ardent
advocates of brand and influence a positive opinion in the new age media platforms. Blue
Dart continues to be certified with ISO 9001 standards since 1996 and has successfully
re-certified itself in August 2020 for 3 (three) years to a new global ISO 9001-2015
standard 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.
During the year, on the environment front, the company accomplished ISO 14001
certification (for office-based activities related management and operations of
countrywide express transportation and distribution service of goods at Head office and
Regional Offices) and implemented a robust environment policy.
Blue Dart continues to drive "First Choice" and "Net Promoter
Approach" ("NPA") initiatives, enhancing process improvements,
customer centricity and service quality.
DIVIDEND
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
("Directors") are pleased to recommend a dividend of ` 30/- (Rupees
Thirty only) per equity share of ` 10/- each for the financial year ended March 31, 2023,
subject to necessary approval by the shareholders of the Company at the ensuing annual
general meeting and shall be subject to deduction of income tax at source. The dividend
recommended is in accordance with the Dividend Distribution Policy of the Company. The
Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
is available on the Company's website at https://www.primeinfobase.in/z_BlueDart/
files/Dividend_Distribution_Policy_Bluedart.pdf
OPERATIONS REVIEW
Blue Dart offers secured and reliable delivery of consignments to over 55,000+
locations in India. As a part of the DPDHL Group, Blue Dart 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 distribution services
including air express, freight forwarding, supply chain solutions, customs clearance etc.
Blue Dart operates with its fleet of 6 Boeing 757-200 freighter aircraft, two Boeing
737 aircraft (to be inducted soon), offering a payload of 500+ tonnes per night, a
flotilla of 12,000+ vehicles, 2,347 facilities and 286 e-vehicles across 55,000+ locations
in India. Over 12,500 passionate and trained Blue Darters' work in perfect harmony
to deliver over 35+ shipments every second. Our team of talented Blue Darters' are
fully committed and dedicated to delivering service excellence' and value for all
its esteemed customers. The Company continues to focus on innovation, reach expansion,
improvements in transit time, activation of emerging towns (Tier-II, III and IV) and
strengthening distribution channels to enhance reach and strives to keep delivering beyond
expectations of its stakeholders. The Company carried over 3,273.71 Lakhs domestic
shipments and over 8.23 Lakhs international shipments weighing more than 11,54,000 tonnes
during the financial year ended March 31, 2023.
FACILITIES / INFRASTRUCTURE
Blue Dart has 2,347 facilities / hubs / offices across India. Blue Dart also increased
the pin-code services to cater to 98% of the India's business needs. Blue Dart plans to
further strengthen and consolidate its air and ground infrastructure, expand its reach and
offer the best-in-class' transit times.
Aviation System
Your Company has an Aircraft Crew Maintenance Insurance' ("ACMI")
contract with Blue Dart Aviation Limited ("BDAL"), India's first domestic
scheduled cargo airline in the country. BDAL is a wholly-owned subsidiary of Blue Dart for
dedicated air carriage capacity which has been a key differentiator in sustaining Blue
Dart's leadership position through its unique aviation network.
During the year, BDAL posted an excellent On Time Performance' of 93.01% and
Technical Dispatch Reliability' of 99.59%, especially considering its average fleet
life of 27 years. BDAL uplifted 111,166 tonnes including charter loads on its network for
the year ended March 31, 2023. BDAL operated 343 additional flights including domestic and
74 international charters in addition to its scheduled night flights by optimising its
existing resources.
During the year, BDAL has taken delivery of two B737-800 freighters and is in the
process of expanding its reach to the North-East region, in keeping with the Prime
Minister's vision of development for the region. BDAL published its 25-year commemorative
souvenir which details its contribution to India's unique civil aviation history. The book
attempts to give voice to all those who participated in building the organisation by
recording their experience. A structured induction programme for new recruits has been
introduced, with a twin objective to familiarise new recruits with all functions of the
Company, and to help them to imbibe Blue Dart's culture, ethics and values.
FINANCE
Compliance with new accounting standards and other regulatory changes
The Company's philosophy is to ensure compliance with all the applicable accounting
standards. The finance team pro-actively reviews all new accounting standards (including
amendments, if any, to the existing standards) and analyses the impact of the same on the
Company.
Digital Solutions
The Company undertook various digital initiatives across the organisation. In the
finance function, there was a host of digital initiatives to enhance transparency,
controls and efficiency. These initiatives include Vendor Portal' for online
submission and processing of vendor bills including online verification of bills,
automation of facility lease renewal / new leases and accounting as per Ind AS 116
requirement. There are other modules which are being worked upon to enhance control and
improve efficiency, besides making the process environment friendly.
Cost Efficiency
Blue Dart continued the drive towards cost efficiency through various initiatives being
undertaken including process improvement, automation and initiatives geared towards
improved capacity utilization.
Treasury Operations
Your Company continues to carry out treasury process review for efficiency improvement
of the Blue Dart Group. Your Company has invested its surplus funds, efficiently managed
liquidity and used its surplus for capital expenditure. Your Company has paid all its bank
borrowings and has no outstanding external borrowing.
As on March 31, 2023, Blue Dart had liquid assets (cash and cash equivalent) of ` 3,931
Lakhs as against ` 14,749 Lakhs, as on March 31, 2022. The Company has utilized part of
its surplus funds for purchase of two aircrafts during financial year 2022-23. Blue Dart's
earnings per share (basic & diluted) for the year ended March 31, 2023, stood at `
154.43 as compared to ` 158.65 for the previous year ended March 31, 2022.
Cash Flows and Working Capital Management
During the year ended March 31, 2023, Blue Dart generated net cash of ` 31,926 Lakhs
from its operations as against ` 58,266 Lakhs in the preceding financial year on a
standalone basis. Your Company continued to manage its working capital efficiently without
affecting the Company's business activities. Blue Dart efficiently utilized its temporary
surplus funds by investing in various high rated debt schemes (liquid category) of mutual
funds / fixed deposits with banks for effective cash flow management. Liquidity in the
balance sheet is required to be balanced between the earnings and adequate returns
covering financial risk. Blue Dart's growth can be largely attributed to cash generation
from the operations which is adequate to support its working capital and debt servicing.
CREDIT RATING
Blue Dart continues to enjoy a high credit rating for its working capital facilities /
short-term debt programme:
1. ICRA Ltd. (an Associate of Moody's Investors Service) has assigned "ICRA
AA" (stable) (ICRA double A) (long term rating) to the Company's bank limits (working
capital) of Rs. 20,000 Lakhs (including fund based and non-fund-based limits).
ICRA also assigned "ICRA A1+" (ICRA A one plus) (short term rating) for the
said limits. The rating is considered to have a high degree of safety regarding timely
servicing of financial obligations carrying very low credit risk.
2. India Ratings and Research (Ind-Ra) has assigned a long-term issuer rating of
"IND AA". The outlook is Positive.
3. India Ratings and Research (Ind-Ra) has assigned rating for working capital of `
20,000 Lakhs (including fund based and non-fund-based limit) as INDAA/Positive/IND A1+.
SUBSIDIARY COMPANIES
The audited financial statements of BDAL and Concorde Air Logistics Ltd. ("CALL"),
the wholly owned subsidiary companies for the financial year ended March 31, 2023,
together with the reports of Directors and auditors are attached. The statement containing
salient features of financial statements of the subsidiary companies in the prescribed
format viz. AOC-1 is enclosed as Annexure A'. The statement also provides
details of the performance and financial position of subsidiary companies. BDAL is a
'material subsidiary' under the provisions of law. The consolidated financial results
represent those of Blue Dart and its wholly owned subsidiaries viz. BDAL and CALL. Blue
Dart has consolidated its results in accordance with the Ind AS 110 - Consolidated
Financial Statements' pursuant to Section 133 of the Companies Act, 2013 ("Act")
read with the Companies (Indian Accounting Standards) Rules, 2015 and Regulation 33 of the
Listing Regulations, as amended from time to time.
Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, as amended
from time to time, Blue Dart has formulated a Policy on determining Material
Subsidiaries'.
The policy is posted on the website of the Company viz. www.bluedart. com. The web link
of the said policy is https://www.primeinfobase.in/z_
BlueDart/files/Bluedart_Policy_for_determining_Materiality.pdf
DHL EXPRESS (SINGAPORE) PTE. LTD., PROMOTER SHAREHOLDER
DHL Express (Singapore) Pte. Ltd. ("DHL") holds 75% of equity capital
of Blue Dart. The combined service offerings of both the organizations cover an entire
spectrum of distribution within India as well as globally and provides customers with a
firm strategic advantage. Blue Dart is a leading brand in the country with unmatched
domestic network, robust infrastructure and skilled personnel. DHL is an acknowledged
global leader with a strong and long-standing presence in India. Together, both present a
powerful backbone to the business and support the "Make in India" mission. In
our effort to constantly collaborate and optimise, with the support of group companies
viz; DHL Express (India) Pvt. Ltd., DHL Supply Chain (India) Pvt. Ltd., DHL Logistics Pvt.
Ltd., DHL eCommerce (India) Pvt. Ltd. (erstwhile known as DHL eCommerce (India) LLP), DHL
eCommerce Singapore Pte. Ltd., Singapore, Deutsche Post IT Services, GMBH, the India
Steering Committee comprising of the Senior Management Team made significant progress in
the past year to maximise synergies amongst the business units with a focus on improving
infrastructure, service quality and cost efficiencies, thereby improving customer
experience.
OUTLOOK FOR THE FUTURE
The logistics sector is the backbone of a strong economy, as many industries rely on
it. As a sector, Logistics deals with the general process about how the resources are
developed, stowed, and transported to the required destination. The management in
logistics involves various aspects such as recognising and knowing prospective suppliers
and dealers to determine their effectiveness and accessibility since the majority of the
industry falls under unorganised bracket.
In today's economy, the logistics industry is developing swiftly. It includes the trade
of infrastructure, technology and varied specifications of service providers. These
factors decide whether the logistics industry can help customers reduce their logistics
costs and deliver effective services. The logistics industry in India is undergoing a
transformative phase, with several key trends driving its growth and development. From
advancements in technology to shifting consumer behavior to significant improvements in
infrastructure, some key factors are set to shape the future of logistics in India for
years to come. Implementation of Government policies including the National Logistics
Policy will help in organising the logistics industry and will also help in generating
employment and better skills, along with making medium and small enterprises more
competitive. The policy aims to promote the seamless movement of goods, overcome
transport-related challenges, encourage digitisation and significantly reduce logistics
time and cost. Reduced logistics costs shall help improve India's competitiveness, both in
the domestic and export markets, by improving efficiency across all sectors. These changes
in the logistics industry will help to lower the cost of logistics by reducing the
over-dependence on the road sector, thereby reducing congestion and ensuring better asset
utilisation. Once all these factors are implemented in the Indian logistics industry, they
will benefit the country by ranking amongst the top 25 countries by 2030 (currently ranked
at 44) in the logistics performance index rankings as also creating a data-driven decision
support mechanism for an efficient logistics ecosystem. In other words, making the first
mile to last mile journey seamless. The rapid growth of e-commerce also had a significant
impact on the logistics industry. Consumers' increasing demand for international products,
as well as an increase in MSMEs (Micro, Small, and Medium Enterprises) selling overseas,
will drive the next wave of e-commerce growth. This trend is also impacting the B2B
market. Today, millennials are responsible for maximum professional B2B purchasing
decisions and they want an online interface. As a result, as more consumers turn to online
shopping, the demand for efficient and dependable delivery services has skyrocketed. The
D2C customer segment is also rapidly expanding, particularly in tier II, III, IV, and
rural markets. This advancement is the result of improved internet connectivity, digital
payments, and banking channels.
India's retail market is expected to grow at a CAGR of 10% with US 1.6 trillion by 2026
as per the Federation of Indian Chambers of Commerce & Industry (FICCI), a
non-governmental trade association and advocacy group based in India. Indian retail market
occupies 10% of the country's Gross Domestic Product (GDP) and around 8% of the
employment. India is the world's fifth-largest global destination in the retail space,
leading to entry of several new players. In the next five years, online stores expected to
grow drastically as equal to physical stores. Since the online retailers are more
dependent on 3pl service providers, it is expected to positively influence the Indian
e-commerce logistics sector. Keeping the future outlook in mind, there is a growing sense
of commitment among businesses and governments to reduce their carbon footprint and become
more sustainable. This includes using alternative energy and electric vehicles to
implement low-carbon solutions. Customers are also becoming more conscious of the
environmental impact of their purchases and are seeking better alternatives, such as
shopping with `green' brands and choosing sustainable delivery options. Technology has
become the backbone of not just the logistics industry, but of almost every industry
across the world. The ability to work from home was simply the start of what is now a
technological revolution. The COVID-19 pandemic turned all of us into humans obsessed with
technology. While consumers started practicing online shopping increasingly to mitigate
the fear of the virus, merchants began to analyse evolving consumer behavior, and hence,
took their off-line business operations to an online platform. Today, by partnering with
the third-party logistics providers who offer end-to-end' services viz; automated
warehousing, inventory management, same day/next day deliveries etc., the small and medium
scale companies are establishing a fortified online presence for themselves. Sellers are
now digitizing their businesses to accelerate the revival process and ensure their
business does not become redundant.
The pandemic highlighted the importance of technology and digitization. Organizations
that were not able to adapt to this change could not sustain. Resilience and agility
became traits that were valued and trusted, more than ever before. Logistics players have
increasingly begun to adopt new technologies such as data analytics, artificial
intelligence and machine learning to enhance the operational efficiency and optimize cost
and time. These technologies have played an instrumental role in reviving the logistics
sector post lockdown(s) and it is expected that embracing digitization will be more than
just a passing trend. This one is likely to be long-lasting and something that will shape
the industry's future course. Robotics and technology such as drones are set to occupy the
space in the future of the logistics arena in offering new-age solutions driving cost
reduction, convenience and delivery cycles. As Blue Dart is an essential service provider,
the focus was on digitization and prioritizing processes to drive productivity and
efficiencies across various functions in the organization. Being the pioneer in the
industry, Blue Dart has already started prepping for the future. The Company has refocused
its efforts on cutting-edge technologies for efficient last-mile delivery, introducing
solutions such as Digital Prepaid Cards in the hope of saving paper through digital
billing and reducing sales administration. The digital prepaid card technology is smart,
secure, simple, and fast; this advancement will greatly accelerate the logistics industry.
To better serve the growing demands of Bharat, the company has also acquired two Boeing
737-800 aircraft to increase its network penetration specially in tier II, III & IV
markets. As an organization Blue Dart is committed to continuously outperform and invest
in brand, people, technology, digitization and automation to chart a new trajectory of
growth as we build our brand for the future. The Company will continue its focus on
product innovations and service enhancement. Blue Dart is geared to face challenges to
come as a tech enabled logistics solutions Provider of Choice' for its customers.
Your Directors look forward to an improved performance in the years to come.
AWARDS AND RECOGNITIONS
Blue Dart's innumerable efforts in the pursuit of endless excellence was recognized
throughout the financial year ended March 31, 2023. Blue Dart's position as an industry
leader was significantly reiterated by the accolades received from several industry bodies
and customers. Blue Dart won several awards which validate its brand equity, leadership,
People First' philosophy, customer service, business acumen and Corporate Social
Responsibility ("CSR").
Blue Dart is benchmarked to international standards and has won several brand
leadership awards. The Company was voted as `Business Superbrand' for the 14th consecutive
year by Superbrands 2022, was recognized with the title of Brand of the Year' by
Reader's Digest India for the 16th successive year and also won the award for Brand
Excellence in Supply Chain & Logistics' by CMO Asia. The brand has been certified as
one of the India's Best Companies to Work for 2022' by the Great Place to WorkR
Institute India with a noteworthy mention for its commitment to being a Great Place
to Work for 12 consecutive years'; the brand has also been recognized as a Top
Employer 2023' in India. Blue Dart has consistently invested in its workforce and
introduced numerous initiatives that further diversity and inclusion owing to which, it
has been recognised as one of India's `Best Workplaces for Women' and as one of India's
Best Organisations for Women' twice in a row by the Economic Times in 2021 and 2022.
In the financial year being discussed, Blue Dart won the CSR Campaign of the Year'
award at the Global Brand Excellence Award and also won bronze for its CSR initiative
Go Help Best Public Health / Safety Initiative' at ACEF Asian Leaders Forum &
Awards 2022. Blue Dart was recognized for Best Compliance Program 2022' at the
Compliance 10/10 Symposium organised by the Legasis Group in association with the Bombay
Stock Exchange and was awarded the Asian Legal Business (ALB) Awards 2023 for Best
Compliance & Risk Management Team'. Blue Dart also won the CFBP Award "Council
for Fair Business Practices" 2022-23 organized by Jamnalal Bajaj Uchit Vyavahar
Puraskar in the category of Service Enterprises Large. In addition to the above, the brand
has also been recognised as the Best Customer Experience in Logistics Award for
Contactless Delivery initiative at CX Excellence Awards 2022 and the Best Innovation in
Emerging Technologies award at World Innovation Congress & Award. Blue Dart's IF
IT'S IMPORTANT, BLUE DART IT' campaign was recognized as the Marketing Campaign of the
Year at CMO Asia and was also recognized for Effective Use of Marketing Communication at
Global Marketing Excellence Awards 2022.
Mr. Balfour Manuel, Managing Director, was recognized as one of the most influential
Leaders of India 2022 by Marksmen Daily and also presented with the Business Super
Achiever Awards by ET ascent. Mr. Ketan Kulkarni, Chief Commercial Officer, was recognised
as one of the most influential Marketing Leaders 2022 at Global Marketing Excellence
Awards. Apart from this, Mr. Kulkarni has participated in several panel discussions and
chaired the jury at various forums. Blue Dart was also the official logistics partner of
the Jio Mumbai Cyclothon 2022'.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
During the year, Mr. Prakash Apte and Ms. Padmini Khare Kaicker were appointed as
Independent Directors at the 31st Annual General Meeting of the Company held on July 27,
2022, for a period of 5 years with effect from July 28, 2022.
In accordance with the provisions of the Act and Articles of Association of the
Company, Mr. Florian Bumberger, Director (DIN 09045904), retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr.
Florian Bumberger, aged 44 years, is currently the divisional Chief Human Resource Officer
(CHRO), DHL eCommerce Solutions and Member of the DPDHL Group HR Board.
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Act and Regulation 25 of the Listing Regulations, that they meet
requisite criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16 of the Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company.
The Independent Directors have also confirmed that they have registered themselves on
Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs at
Manesar (Haryana), in accordance with the requirements of law. The Board of Directors,
based on declaration(s) received from the Independent Directors, have verified the
veracity of such disclosures and confirm that, Independent Directors fulfil the conditions
independence' specified under the Listing Regulations and the Act and are
independent of the Management of the Company.
Key Managerial Personnel (KMP)
During the year under review, Mr. Aneel Gambhir resigned as Chief Financial Officer of
the Company w.e.f. January 20, 2023, and Mr. Vaidhyanathan Iyer has been appointed as the
Acting Interim
Chief Financial Officer of the Company w.e.f. January 20, 2023. The Board of Directors
placed on record their sincere appreciation for Mr. Gambhir's contribution during his
association with the Company for over two decades.
Mr. Balfour Manuel, Managing Director, Mr. Vaidhyanathan Iyer, Acting Interim Chief
Financial Officer and Mr. Tushar Gunderia, Head (Legal & Compliance) & Company
Secretary are Key Managerial Personnel ("KMPs") as prescribed under the
applicable laws.
INTERNAL FINANCIAL CONTROL SYSTEMS
Blue Dart has in place a sound internal control system to ensure that all assets are
protected against loss from any unauthorized use and all transactions are recorded and
reported correctly. The Company's internal control system has been further supplemented by
the internal audits carried out by an in-house internal audit team and supported by a
co-sourced audit firm. Significant audit observations and follow-up actions thereon are
reported to the Audit Committee. The term of M/s. Grant Thornton Bharat LLP as Company's
co-sourced internal audit firm was upto May 05, 2023, and Company has recently appointed
M/s. PricewaterhouseCoopers Services LLP as its co-sourced internal auditors with effect
from May 10, 2023 at its Board Meeting held on March 15, 2023. 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. The internal financial controls within the Company are commensurate with the
size, scale and complexity of its operations. Blue Dart has put in place robust policies
and procedures, which inter-alia, ensure integrity in conducting its business,
safeguarding of its assets, timely preparation of reliable financial information, accuracy
and completeness in maintaining accounting records and prevention and detection of frauds
and errors.
Blue Dart has a comprehensive framework for monitoring compliances with applicable
laws. The Company introduced an additional IT-enabled tool to monitor compliances and
augmented a robust compliance assessment process. A quarterly certification on compliance
with laws is provided by Senior Management to the Board.
DOWNSTREAM INVESTMENT
As per the Auditor's Certificate on Downstream Investment in the Indian subsidiary,
Blue Dart is in compliance with applicable laws in relation to the foreign direct
investment and has obtained the requisite certificate from the Statutory Auditors in this
regard.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
In terms of provisions of Section 177 of the Act and Regulation 22 of the Listing
Regulations, Blue Dart has adopted Whistle Blower Policy' which encourages its
employees and various stakeholders to bring to the notice of the Company any issue
involving compromise/violation of an ethical norm, legal or regulatory provision, actual
or suspected fraud etc., without any fear of reprisal, discrimination, harassment or
victimization of any kind. Effective January 1, 2023, the Company has implemented DP-DHL
Platform with their new hotlines, both telephonic and web-link.
In terms of the policy, all suspected violations and Reportable Matters' must be
reported to the Ethics Committee via Blue Dart Ethics Hotline or via web portal. The
Ethics Committee comprises of Mr.Vaidhyanathan Iyer, Acting Interim CFO, Mr. Rajendra
Ghag, CHRO and Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary.
The policy is applicable to all directors, employees, officers, customers, vendors and/or
third-party intermediaries viz. agents and consultants whether appointed on permanent,
temporary, full-time, part-time, contractual, probation or on retainer basis and engaged
to conduct business on behalf of the Company and its subsidiary companies. The policy
provides 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. Blue Dart has posted the "Whistle Blower Policy" on its website
viz;www.bluedart.com. The web link of the Whistle Blower Policy is
https://www.primeinfobase.in/z_BlueDart/files/BlueDart_Whistle_ Blower_Policy.pdf
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
Blue Dart is committed to ensure that all employees work in an environment which not
only promotes diversity and equality but also mutual trust, equal opportunity and respect
for human rights. The Company is also committed to provide a work environment that ensures
every woman employee is treated with dignity, respect and afforded equal treatment.
Blue Dart has zero tolerance for sexual harassment at the workplace and has in place a
policy on Prevention of Sexual Harassment' for Women employees, in line with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints regarding sexual harassment. All women employees (permanent, outsourced,
temporary, trainees) are covered under this policy. Awareness and sensitization programs
were conducted across the Company. Blue Dart conducted training in relation to the
Prevention of Sexual Harassment (POSH) across all the functions to apprise all employees
on a safe work environment. During the year under review, 2 complaints were received,
investigated and closed.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to requirements of Regulation 25 of the Listing Regulations, Blue Dart has in
place, a familiarization programme for Independent Directors with regard to their role,
duties and responsibilities, nature of the industry in which the Company operates,
business / operating model of the Company etc. The Board Members are provided with all
necessary documents / reports and internal policies to enable them to familiarise
themselves with the Company's procedures and practices. Periodic presentations are made at
the Board and Board constituted statutory committee meetings in respect of business and
performance updates of the Company, global business environment, business strategies and
risks involved. Blue Dart has been periodically familiarizing Independent Directors on its
Board with detailed presentations by its business functional heads on the Company's
operations, strategic business plans and technology updates. Apart from the above,
Independent Directors are also provided with updates on regulatory developments, changes
in laws to keep themselves abreast of the latest corporate, regulatory and industry
developments. The familiarization programme has been posted on the website of Blue Dart
viz. www.bluedart.com. The weblink of the familiarization programme is
https://www.primeinfobase.in/z_BlueDart/files/ FamiliarisationProgramme.pdf
NUMBER OF BOARD MEETINGS
The Board met 10 (ten) times during the financial year ended March 31, 2023. The
details of the Board Meetings and attendance of Directors are provided in the Corporate
Governance Report being part of the Annual Report.
AUDIT COMMITTEE
During the year under review, Mr. Prakash Apte was inducted as a member of the Audit
Committee w.e.f. October 29, 2022. and Ms. Kavita Nair ceased to be a Member of the Audit
Committee w.e.f. October 28, 2022. As on March 31, 2023, the Audit Committee comprises of
Mr. Sharad Upasani, Chairman of the Committee and Mr. Prakash Apte, Air Marshal M. McMahon
(Retd.) and Mr. R.S. Subramanian as members of the committee. Mr. Tushar Gunderia acts as
Secretary to the committee ("Audit Committee"). Mr. Aneel Gambhir,
erstwhile CFO, who was a permanent invitee to the Audit Committee Meetings tendered his
resignation as the CFO w.e.f. January 20, 2023. In the Board Meeting of the Company held
on January 25, 2023, Mr. Vaidhyanathan Iyer, Acting Interim CFO has been made a permanent
invitee to the Audit Committee meetings. The composition and terms of reference of the
Audit Committee are in accordance with the provisions of Section 177 of the Act and
Regulation 18 of the Listing Regulations as amended from time to time. The details of
Audit Committee meetings and attendance of committee members are provided in the Corporate
Governance Report, which forms a part of the Annual Report. All recommendations made by
the Audit Committee were accepted by the Board.
CSR COMMITTEE
During the year under review, Ms. Kavita Nair was inducted as a member of the CSR
Committee w.e.f. October 29, 2022. As on March 31, 2023, the CSR Committee comprises of
Mr. Sharad Upasani, Chairman of the Committee, Mr. Balfour Manuel, Ms. Tulsi N.
Mirchandaney and Ms.Kavita Nair as members of the Committee ("CSR Committee").
The Company has also constituted the CSR Implementation/
Management Committee comprising of Mr. Ketan Kulkarni - Chief Commercial Officer, Mr.
Rajendra Ghag - CHRO, Mr. Tushar Gunderia Head (Legal & Compliance) & Company
Secretary and Mr. Vaidhyanathan Iyer, Acting Interim CFO for implementation and execution
of CSR projects/initiatives being implemented by Blue Dart in accordance with the
provisions of the Act.
Mr. Aneel Gambhir, erstwhile CFO, who was a permanent invitee to the CSR Committee
Meetings tendered his resignation as the CFO w.e.f. January 20, 2023. In the Board Meeting
of the Company held on January 25, 2023, Mr. Vaidhyanathan Iyer, Acting Interim CFO has
been made a permanent invitee to the CSR Committee meetings. Mr. Tushar Gunderia acts as
Secretary to the Committee. The details of CSR Committee meetings and attendance of
Committee Members are provided in the Corporate Governance Report, which forms a part of
the Annual Report.
CSR Initiatives / CSR Policy
CSR is an integral part of Blue Dart's strategy. Blue Dart is committed to its
responsibility towards the society, community and environment and wants to make a positive
contribution to the society and the world at large, by using its knowledge and domestic /
global presence in a way which benefits the planet and its people.
As an Indian company with a global outlook, Blue Dart endeavors to maintain a healthy
balance between its economic, environmental and social interests.
Blue Dart along with DPDHL Group, under the motto of "Connecting People, Improving
Lives", focus 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 Dart across the
country.
In accordance with the provisions of Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has
formulated and posted the CSR Policy on the 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. The weblink of CSR Policy is https://www.
primeinfobase.in/z_BlueDart/files/Bluedart_CSR_Policy.pdf
BUSINESS RESPONSIBILITY REPORTING (BRR) COMMITTEE
As on March 31, 2023, the BRR Committee' comprises of Mr. Sharad Upasani,
Chairman of the committee and Ms. Tulsi N. Mirchandaney and Ms. Kavita Nair as members of
the committee. Mr. Aneel Gambhir, erstwhile CFO, who was appointed as Business
Responsibility' Head of the Committee tendered his resignation as the CFO w.e.f. January
20, 2023. In the Board Meeting of the Company held on January 25, 2023, Mr. Vaidhyanathan
Iyer, Acting Interim CFO has been appointed as Business Responsibility' Head of the
Committee. Mr. Tushar Gunderia acts as Secretary to the committee. The details of BRR
Committee meetings and attendance of committee members are provided in the Corporate
Governance Report, which forms a part of the Annual Report.
ENVIRONMENT, SOCIAL & GOVERNANCE (ESG) COMMITTEE
As on March 31, 2023, the ESG Committee' comprises of Air Marshal M. McMahon
(Retd.) as Chairman and Mr. Balfour Manuel and Mr. R.S. Subramanian as Members of the ESG
Committee.
Your Company has also constituted an ESG Management Committee comprising of Mr.
Vaidhyanathan Iyer Acting Interim CFO, Mr. Ketan Kulkarni - Chief Commercial Officer, Mr.
Tushar Gunderia - Head (Legal & Compliance) & Company Secretary and Mr. Rajendra
Ghag CHRO as Committee Members.
NOMINATION & REMUNERATION COMMITTEE
During the year under review, Mr. Prakash Apte was inducted as a Member and designated
as Chairman of the Committee w.e.f. October 29, 2022 and Ms. Kavita Nair, erstwhile
Chairperson of NRC, ceased to be a Member of the Committee w.e.f. October 28, 2022. As on
March 31, 2023, the Nomination & Remuneration Committee' comprises of Mr.
Prakash Apte, Chairman of the Committee and Mr. Sharad Upasani and Mr. Florian Bumberger
as Members of the NRC Committee ("NRC Committee").
Mr. Aneel Gambhir, erstwhile CFO, who was a permanent invitee to the NRC Committee
Meetings tendered his resignation as the CFO w.e.f. January 20, 2023. In the Board Meeting
of the Company held on January 25, 2023, Mr. Vaidhyanathan Iyer, Acting Interim CFO has
been made a permanent invitee to the NRC Committee meetings of the Board. As on March 31,
2023, Mr. Balfour Manuel, Managing Director and Mr. Vaidhyanathan Iyer, Acting Interim CFO
are permanent invitees to the Committee. Mr. Tushar Gunderia acts as Secretary to the
committee.
The details of Nomination & Remuneration Committee meetings and attendance of
committee members are provided in the Corporate Governance Report, which forms a part of
the Annual Report. Pursuant to provisions of Section 178 of the Act, the Board has on
recommendation of the Nomination & Remuneration Committee, formulated the
"Nomination & Remuneration Policy" which includes the criteria for
determining qualification, positive attributes and independence for the appointment of a
Director and also the criteria for determining the remuneration of the Directors, KMP,
Senior Management and other employees. The Nomination and Remuneration Policy has been
incorporated in the Corporate Governance Report, which forms a part of the Annual Report.
RISK MANAGEMENT
Blue Dart has a well-defined risk management framework and policy in place. The risk
management framework works at various levels across the enterprise. Risk Management is an
integral and important component of Corporate Governance and Blue Dart believes that
robust risk management ensures adequate controls and monitoring mechanisms for a smooth
and efficient running of the business. A risk aware organization is better equipped to
maximize the shareholders' value.
Blue Dart has formulated a Risk Management Policy which provides an overview of the
principles of risk management, explains the approach adopted by the Company towards risk
management and mitigation, defines the organizational structure for effective risk
management, develops 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, and to protect and preserve the Company's human,
physical and financial assets ("Risk Management Policy").
The Risk Management Committee of the Company maintains comprehensive oversight on risks
attributed to the organization and guides the Management on activities, reviews result of
risk assessment and mitigation plan development process, reviews and monitors operation of
risk management process and reports to the Board on the status of risk management
initiatives and its effectiveness. Blue Dart has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives. Major risks identified the
businesses and functions are systematically addressed through mitigating measures on a
continuing basis. Blue Dart has a process in place to inform the Audit Committee and Board
on risk assessment and minimisation procedures and periodic review is conducted in order
to ensure that the management controls risk through defined framework During the year
under review, Ms. Padmini Khare Kaicker was inducted as a Member of the Committee w.e.f.
October 29, 2022 and Mr. Aneel Gambhir, CFO ceased to be a Member of the Committee on
account of his resignation as CFO of the Company and Mr. Vaidhyanathan Iyer was inducted
as a Member of the Committee w.e.f. January 25, 2023. As on March 31, 2023, the Risk
Management Committee of the Company comprises of Mr. Sharad Upasani, Mr. Balfour Manuel,
Air Marshal M. McMahon (Retd.), Mr. R.S. Subramanian, Ms. Padmini Khare Kaicker,
Directors, Mr.Vaidhyanathan Iyer, Acting Interim CFO, Mr. Tushar Gunderia, Head (Legal
& Compliance) & Company Secretary and Mr. Savio Mendonca, Head-Internal Audit
& Risk Management as the Members ("Risk Management Committee"). The Risk
Management Committee constituted by the Board assists the Board in monitoring and
reviewing the risk management plan, implementation of the risk management framework of the
Company and such other functions as the Board may deem fit.
The details of Risk Management Committee composition, meetings and attendance of
Committee Members are provided in the Corporate Governance Report, which forms a part of
the Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on March 31, 2023, the Stakeholders Relationship Committee' consists of Mr.
Sharad Upasani, Chairman of the Committee, Mr. Balfour Manuel and Air Marshal M. McMahon
(Retd.) as members of the Committee. Mr. Tushar Gunderia acts as a Secretary to the
committee. The details of Stakeholders Relationship Committee meetings and attendance of
committee members are provided in the Corporate Governance Report, which forms a part of
the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
Loans, guarantees or investments covered under Section 186 of the Act form part of the
notes to the financial statements provided in this Report.
PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES
Related Party Transactions entered into during the financial year ended March 31, 2023,
were on arm's length and in the ordinary course of business'. There were no
materially significant Related Party Transactions made by the Company with the persons /
related party(s) as defined under Section 2(76) of the Act which may have a potential
conflict with the interest of the Company at large.
During the year, an ordinary resolution was passed through postal ballot for approval
of Material Related Party Transaction(s) between BDAL and DHL Aviation (Netherlands) B.V.
and the same was approved with requisite majority.
All Related Party Transactions were placed before the Audit Committee and Board for
approval.
None of the Directors have any pecuniary relationship or transactions with the Company.
The particulars of contracts or arrangements with related parties as required under
Section 134(3)(h) in prescribed Form AOC - 2 are annexed herewith as Annexure C' to
the Board's Report. The Policy on Related Party Transactions/Disclosures' as
approved by the Board is posted on the Company's website viz. www. bluedart.com. The web
link of Policy on Related Party Transactions/ Disclosures' is
https://www.primeinfobase.in/z_BlueDart/files/ Bluedart_RelatedPartyDisclosures_final.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(3)(c) of the Act, 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 as at March 31, 2023 and of the profit of the Company for the
financial year ended 31, 2023; iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with 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 the Act, Schedule IV and Regulation 17 of Listing
Regulations, the Board is required to carry out an annual evaluation of its own
performance, the Chairperson, individual Directors as well as the evaluation of the
working of its committees. In line with effective governance requirements, the Board
reviews its own performance annually and assessment is built around the functioning of the
Board as a whole, its committees and evaluation of individual Directors. The evaluation
process considers performance effectiveness with regard to the Board composition,
expertise, dynamics, strategic oversight, risk management, internal control, succession
planning and leadership. The performance of individual directors is evaluated on
parameters such as preparation, participation, conduct, independent judgement and
effectiveness.
While the individual Directors' performance is being reviewed by the Chairperson and
rest of the Board excluding the Director being evaluated, the Chairperson's and
Non-Independent Directors' performance are appraised through feedback from the Independent
Directors.
The evaluation of Independent Directors is carried out by the entire Board excluding
the Director being evaluated which includes performance of Directors and fulfillment of
the independence criteria as specified and their independence from the management.
AUDITORS AND AUDITORS REPORT Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof,
for the time being in force),
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration
Number: 117366W/ W-100018), were appointed as Statutory Auditors of the Company for a term
of 5 (five) years to hold office from conclusion of the 31st Annual General Meeting of the
Company held on July 27, 2022 upto the conclusion of the 36th Annual General Meeting
("Statutory Auditors").
Your Company has received requisite certificate from M/s. Deloitte Haskins & Sells
LLP, Chartered Accountants, confirming that they satisfy the criteria provided under
section 141 of the Act and are not disqualified from continuing as Statutory Auditors of
the Company. The Auditors' Report for the financial year 2022-23 does not contain any
qualification, reservation or adverse remarks and forms part of this Annual Report. There
is no incident of fraud reporting by Auditors under section 143(12) of the Act.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Nilesh
Shah & Associates, Company Secretary in Practice, to undertake "Secretarial
Audit" and "Annual Secretarial Compliance Audit" of the Company for the
year ended March 31, 2023. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
The Secretarial Audit Report is annexed herewith as Annexure D' to the Board's
Report.
Disclosure on confirmation with the Secretarial Standards
Blue Dart is in compliance with the Secretarial Standards, specified by the Institute
of Company Secretaries of India (ICSI).
Cost Auditor
During the year under review, the provisions of cost audit as stated under Section 148
of the Act and the Companies (Audit and Auditors) Rules, 2014 were not applicable to the
Company.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023, is available on the Company's website at
https://www.primeinfobase.in/z_BlueDart/MGT_7. aspx?value=O13MyQclQQPM600MSHCcMw==
POLICIES
The Board, from time to time, has framed and revised various polices as per applicable
laws and standards for better governance and administration of Blue Dart. Some of the
important policies that were framed by the Board include the following:
1. Nomination & Remuneration Policy: This policy sets out the objective,
terms of reference, functions and scope of the Nomination and Remuneration Committee for
determining qualifications, experience, independence etc. relating to the appointment and
remuneration of the Directors, Key Managerial Personnel and senior management employees of
the Company.
2. CSR Policy: This policy sets out the role of the CSR Committee of the Board,
which includes identification of the areas where the CSR activities will be performed,
evaluation of CSR activities, reviewing the CSR spending vis-a-vis the activities
implemented and monitoring the process of CSR projects/ programs of the Company as per
Annual Action Plan.
3. Risk Management Policy: This policy provides the framework for identification
of risks of the Company, risk assessment and prioritization, loss prevention measures and
other risk management measures for the Company.
4. Related Party Transactions Policy: This policy regulates the entry into
transactions between the Company and its related parties and the required corporate
approvals as per the laws and regulations applicable to the Company from time to time.
5. Policy on Determination of Materiality of Event or Information:
This policy lays down the criteria for determining the materiality of an event or
information of the Company for purposes of making required disclosures to the stock
exchanges pursuant to the Listing Regulations.
6. Code of Conduct for dealing in the Company's Securities:
Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, Blue Dart has framed a Code of Conduct on prohibition of insider
trading.
7. Dividend Distribution Policy: This policy describes the circumstances under
which a member may or may not expect a dividend and the financial parameters and internal
and external factors which are considered by the Board for declaration of dividends.
TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
The details relating to unclaimed dividends and unclaimed shares forms part of the
Corporate Governance Report which forms a part of the annual report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Blue Dart is committed to maintaining high standards of corporate governance and is
adhering to corporate governance requirements set out by the Securities and Exchange Board
of India. Our corporate governance practices are a reflection of our value system
encompassing our culture, policies, and relationships with our stakeholders. Blue Dart
believes that corporate governance is application of the best management practices,
compliance of law in true letter and spirit' and adherence to an ethical standard
for effective management and distribution of wealth and discharge of social responsibility
for sustainable development of all stakeholders.
Corporate Governance reflects the principles embedded in its values, policies and
day-to-day business practices, leading to sustainable, value-driven growth of the Company.
Blue Dart maintains the highest standards of corporate governance and disclosure practices
and is committed to transparency in all its dealings. A section on corporate governance
along with a certificate from the auditors confirming compliance with conditions of
corporate governance as stipulated under the Listing Regulations is annexed and forms part
of the Directors' Report.
A detailed review of operations, performance and future outlook of the Company and its
business is given under the Management Discussion and Analysis' Report which forms
an integral part of this Report and is set out as a separate section to this Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")
The Company has provided Business Responsibility and Sustainability Report (BRSR) in
lieu of Business Responsibility Report and the same is in line with the SEBI requirement
based on the nine principles of the National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business' notified by Ministry of Corporate
Affairs (MCA), Government of India, in July 2011 and the amendment to Listing Regulations
in May 2021. Your Company reported its performance for financial year 2022-23 as per the
BRSR framework, describing initiatives taken from an environmental, social and governance
perspective.
CEO/CFO CERTIFICATION
In accordance with Regulation 17 of the Listing Regulations pertaining to corporate
governance norms, Mr. Balfour Manuel, Managing Director and Mr. Vaidhyanathan Iyer, Acting
Interim CFO, certified, inter-alia, on review of financial statements and establishing and
maintaining internal controls for the financial reporting for the financial year ended
March 31, 2023. The said certificate forms an integral part of the Annual Report.
DEPOSITS
During the year, Blue Dart has not accepted any deposits within the meaning of
provisions of Section 73 and/or 76 of the Act and rules made thereunder.
HUMAN RESOURCE DEVELOPMENT Particulars of employees and related disclosures
The information on the particulars of employees' remuneration as per Section 197(12) of
Act, read with Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, forms part of this Report.
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 Act read with Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms
part of this Report as Annexure E' to the Board's Report.
Certain eligible employees of the Company are covered under the Performance Share Plan,
Share Matching Scheme & Employee Share
Plan established and governed by the Ultimate Holding Company viz; Deutsche Post DHL
(DPDHL).
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 Act read with
the Companies (Accounts) Rule 2014 are annexed as Annexure F' to the Board's
Report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of
following items since there were no transactions in respect thereof, during the year under
review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
3. Neither Managing Director nor Whole Time Directors of the Company received any
remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the regulators courts or tribunals
which impacted the going concern status and Company's operations in future.
5. As on March 31, 2023, there is no associate company or joint venture company within
the meaning of Section 2(6) of the Act.
6. No material fraud has been reported by the Auditors to the Audit
Committee or the Board.
7. There was no change in the nature of business.
8. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
9. There was no instance of a one-time settlement with any Bank or Financial
Institution.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation to all employees of
the Company for their unstinted commitment and continued contribution to the Company. The
success of Blue Dart is directly linked to hard work and commitment of its employees to
ensure business continuity' and qualitative service offerings for its customers.
Their commitment and contribution are deeply acknowledged. We look forward to their
continuing support and involvement. The Board wish to express its sincere appreciation and
thanks to all customers, suppliers, banks, financial institutions, advisors, Government of
India, concerned State Governments and other authorities for their consistent support and
co-operation extended during the year.
We are also deeply grateful to our Shareholders for the confidence and faith that they
have always placed on us.
For and on behalf of the Board of Directors,
Sharad Upasani |
Balfour Manuel |
Chairman |
Managing Director |
DIN: 01739334 |
DIN: 08416666 |
Mumbai
May 05, 2023
ANNEXURES TO DIRECTORS' REPORT
ANNEXURE A' Form AOC-I
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
Part "A": Subsidiary Companies
` In Lakhs
Name of the subsidiary |
Concorde Air Logistics Ltd. |
Blue Dart Aviation Limited |
Country |
India |
India |
The date since when subsidiary was acquired |
May 11, 2004 |
June 22, 2015 |
Reporting period for the subsidiary concerned, if different from the holding company's
reporting period |
N.A |
N.A |
Reporting currency |
INR |
INR |
Exchange rate as on the last date of the relevant Financial year in the case of
foreign subsidiaries |
N.A |
N.A |
Share capital |
11 |
2400 |
Reserves & surplus |
492 |
3,423 |
Total assets |
1,682 |
156,709 |
Total Liabilities |
1,179* |
150,886* |
Investments |
- |
- |
Total Revenue |
569 |
117,783 |
Profit before taxation |
9 |
938 |
Provision for taxation |
3 |
534 |
Profit / (Loss) after taxation |
6 |
404 |
Proposed Dividend |
- |
- |
% of shareholding |
100% |
100% |
* Excluding Share Capital & Reserves & Surplus
Notes :
1. Names of subsidiaries which are yet to commence operation : None
2. Names of subsidiaries which have been liquidated or sold during the year : None Part
B : Associates and Joint Venture None
For and on behalf of the Board of Directors,
Sharad Upasani |
Balfour Manuel |
Chairman |
Managing Director |
DIN: 01739334 |
DIN:08416666 |
Vaidhyanathan Iyer |
Tushar Gunderia |
Acting Interim CFO |
Head (Legal & Compliance) & |
|
Company Secretary |
Mumbai |
|
May 05, 2023 |
|
ANNEXURES TO DIRECTORS' REPORT
ANNEXURE C' FORM NO. AOC - 2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013
and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts / arrangements entered into by the
Company with the related parties referred to in sub-section (1) of section 188 of the Act
including certain arms-length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis
There were no contracts or arrangements or transactions entered into during the year
ended March 31, 2023, which were not at arm's length basis.
2. Details of material contracts or arrangement or transactions at arm's length basis:
Details of material contracts or arrangement or transaction at arm's length basis for
the year ended March 31, 2023 are as follows:
a. Name(s) of the related Party and nature of relationship Blue Dart Aviation Ltd.,
Wholly Owned subsidiary of the Company
b. Nature of Contract/ arrangements / transactions :
- Aircraft, Crew, Maintenance and Insurance (ACMI) Agreement - ` 117,783 Lakhs
- Investment ` 14,260 Lakhs
- Loans (existing) - ` 45,000 Lakhs
- Aircraft Payload deposit - ` 9,650 Lakhs
c. Duration of the contracts/ arrangements/ transactions ACMI Agreement Renewed/
extended on April 1, 2020 till March 31, 2025.
d. Salient terms of contracts: The Company has ACMI Contract with BDAL for dedicated
air carriage capacity which ensured strong support in sustaining the Company's leadership
position. The Company is only customer of BDAL and BDAL provides services as per network
requirements of the Company.
e. Date(s) of approval by the Board, if any January 17, 2020
f. Amount paid as advances, if any : Aircraft Payload deposit of ` 9,650 Lakhs
For and on behalf of the Board of Directors,
Sharad Upasani |
Balfour Manuel |
Chairman |
Managing Director |
DIN: 01739334 |
DIN:08416666 |
Mumbai |
|
May 05, 2023 |
|
ANNEXURES TO DIRECTORS' REPORT
ANNEXURE E'
The ratio of remuneration of each director to the median employee's remuneration and
other details in terms of sub-section (12) of section 197 of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Information pursuant to Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Name of the Director / Key Managerial Personnel |
Designation |
Ratio of Remuneration to Median remuneration of all employees |
Increase in remuneration over LY (%) |
Mr. Balfour Manuel |
Managing Director |
133.2 |
-3.4%* |
Mr. Sharad Upasani |
Chairman |
19.8 |
64.0% |
Mr. Florian Bumberger |
Director |
0.0 |
NA |
Mr. Sebastian Pae?ens |
Director |
0.0 |
NA |
Ms. Tulsi N. Mirchandaney |
Director |
0.0 |
NA |
Air Marshal M. McMahon (Retd.) |
Director |
16.9 |
96.3% |
Ms. Kavita Nair |
Director |
14.1 |
61.5% |
Mr. Prakash Apte |
Director |
12.8 |
NA |
Ms. Padmini Khare Kaicker |
Director |
10.8 |
NA |
Mr. R.S.Subramanian |
Director |
0.0 |
NA |
Mr. Aneel Gambhir |
Chief Financial Officer |
88.3 |
9.6%* |
Mr. Vaidhyanathan Iyer |
Acting Interim Chief Financial Officer |
13.1 |
4.8%* |
Mr. Tushar Gunderia |
Head (Legal & Compliance) & Company Secretary |
50.4 |
7.2%* |
* Includes Performance Linked Incentive of prior period
- During the year, Mr. Aneel Gambhir resigned as Chief Financial Officer of the Company
w.e.f. January 20, 2023
- During the year, Mr. Vaidhyanathan Iyer has been appointed as Acting Interim CFO of
the Company w.e.f. January 20, 2023
Notes:
1. The number of permanent employees as on March 31, 2023 was 12,594.
2. Compared to the previous financial year 2021-22, the figures for the current
financial year 2022-23 reflects that:
i) Income from Operation has grown by 17% and PBT is at ` 499 Crore
ii) Median remuneration of all employees have increased by 3.63% and average
remuneration of all employees have increased by 8.19% respectively
iii) Average remuneration of employees excluding Key Managerial Personnel has increased
by 8.41%
iv) Remuneration of Key Managerial Personnel has decreased by 7.85%
3. No employee's remuneration for the year 2022-23 exceeded the remuneration of any of
whole time Directors.
4. The remuneration of the Directors, Key Managerial Personnel and other employees is
in accordance with the Remuneration policy of the Company provided under the section
'Report on Corporate Governance' which forms part of the Report and Accounts.
5. The Market capitalization of the Company was ` 16,237 crores as on March 31, 2022
and ` 14,720 crores as on March 31, 2023. The Company's stock price as on March 31, 2023
has increased by 8,271% to ` 6,203.95 over the last public offering i.e. initial public
offer in September 1994 at the price of ` 150 per share after adjusting the bonus share
issued in the ratio of 1:1 in the year 2002.
ANNEXURE F'
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND EXPENDITURE
Conservation of Energy
As South Asia's premier express air, integrated transportation & distribution
company, Blue Dart acknowledges energy efficiency & environmental protection as a key
component of our business strategy. Our commitment is to operate an efficient and
sustainable logistics network that is fully aligned with the DPDHL Group Environmental and
Energy Policy and our GOGREEN Strategy of improving carbon efficiency.
Blue Dart is aligned to Net Zero Emissions by 2050', the climate protection goal, which
includes four interim goals that we want to achieve by 2030 as per the DPDHL Sustainable
Strategy:
Green First and Last-mile: Electrify 60% of first and last-mile
delivery vehicles
Sustainable Fuels: Increase the use of sustainable fuels in air,
ocean and road transportation to >30% by 2030
Carbon Neutral Buildings: Design 100% of all new owned buildings to
be carbon neutral
Sustainable Product Portfolio: Offer sustainable alternatives for
100% of all core products & solutions
Additionally, as a responsible corporate, Blue Dart since 2017, has been planting
111,000 trees every year. Till date, your company has planted 666,000 trees in various
geographies of the country which will offset 1,32,20,000 Kg of CO2 per year, on maturity.
This contributes to over 10% of the DPDHL Groups' global target of planting 1 million
trees a year.
Against the 35% target, your Company has achieved 42% CO2 efficiency in 2022-23.
The main focus of GoGreen is to avoid, reduce and when necessary, give our customers
the chance to offset greenhouse gas emissions primarily CO2. These emissions account for
the logistics industry's largest negative impact on climate. Some of the measures taken by
the company are as below:
All the vehicles operating for the Company are compliant with all pollution control
regulations. Your Company ensures that all its vehicles go through periodic PUC and
maintenance checks to maintain minimum pollution levels and that all vehicles are in order
of the prescribed norms for optimal operations by the manufacturer in terms of fuel
consumption and better vehicle throughput and better vehicle efficiency are maintained.
The Company's 24x7 network control centre operating at the headquarters in Mumbai is a
centralised command system to provide support to drivers when they are on the road.
Following the credo of Connecting People, Improving Lives; under the GoGreen pillar,
your Company conducted various activities to encourage its employees to contribute towards
the noble cause of contributing towards addressing climate change issues:
Power Saver Lights Off: Your Company practices lights off for an hour between 01:00 pm
to 02:00 pm on the last Saturday of every month across all its offices in India. Employees
too are encouraged to switch off the lights at their residence between 8:00 pm to 9:30 pm
on the same day.
Your Company actively participates in all global initiatives such as Earth Hour, Earth
Day, World Environment Day, World Elephant Day, World Tiger Day etc.
Technology Absorption
Blue Dart, as a pioneer in the industry, has invested extensively in technology
infrastructure to create differentiated delivery capabilities, quality services and
customized solutions for the customer.
The Company's adoption of digitization and technology architecture has enabled it to
achieve service quality and operation delivery par excellence. Some examples of these are:
A responsive and contemporary website with state-of-the-art features, functionalities,
and a robust hardware platform.
Blue Dart has made substantial investments in information technology and automation
like hand-held scanners (On the Move OTM) for pickup & deliveries, technology
deployment for cash management, more customers integrated into website & APIs, smart
truck, parcel lockers, mobile service centres, electric vehicles, mobile wallets, roll-out
of Weight Dimension Levelling (WDLs), centralised and improved ERP system C2PC, Blue Line
technology for courier visibility, new billing and receivable management system, control
tower and network control module etc.
Blue Dart has invested in Interactive Voice Response (IVR) and has an official Blue
Dart Facebook page, Twitter handle, Google+ page, YouTube channel, LinkedIn page and
Instagram handle for customers to interact with the Company.
Blue Dart has invested in a new retail customer-centric management system Point of Sale
(POS) besides Multiple Payment Option System (MPOS) is another initiative to make the
lives of customers easy and accessible.
Blue Dart has invested heavily in technology infrastructure to create differentiated
delivery capabilities, quality services and customized solutions for clients. This has
enabled us to offer web-based solutions mentioned above to customers that can be
integrated with their core products.
Foreign Exchange Earnings & Outgo Earnings in Foreign Currency
Earnings in foreign currency during year ended March 31, 2023 was ` 7,414 (Lakhs)
[March 31, 2022: ` 3,444 (Lakhs)]
Expenditure in Foreign Currency
Expenditure in foreign currency during year ended March 31, 2023 was ` 5,581 (Lakhs)
[March 31, 2022: ` 1,812 (Lakhs)]
|